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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): July 21, 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 July 21, 2009, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the second 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 June 30, 2009.

*99.2		Press release dated July 21, 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: July 21, 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 June 30, 2009.

*99.2		Press release dated July 21, 2009.

Filed herewith.

Supplemental Operating and Financial Data for the quarter ended June 30, 2009.

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended June 30, 2009

Boston Properties, Inc.

Second 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.

Second 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 distinquished members, the majority of which serve as Independent Directors.

Strategy

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

Snapshot

(as of June 30, 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)		146
Total Square Feet (includes unconsolidated joint ventures)		49.1 million
Common Shares and Units Outstanding (as converted, but excluding outperformance plan units)		161.3 million
Dividend - Quarter/Annualized		$0.50/$2.00
Dividend Yield		4.19%
Total Combined Market Capitalization		$15.2 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A- (S&P)

Boston Properties, Inc.

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

Common Stock Data (NYSE: BXP)

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


	Q2 2009			Q1 2009			Q4 2008			Q3 2008			Q2 2008
High Closing Price	$	53.01		$	55.55		$	89.30		$	104.35		$	105.04
Low Closing Price	$	34.74		$	31.49		$	43.28		$	87.00		$	90.07
Average Closing Price	$	46.52		$	41.40		$	60.92		$	96.41		$	97.79
Closing Price, at the end of the quarter	$	47.70		$	35.03		$	55.00		$	93.66		$	90.22
Dividends per share - annualized	$	2.00		$	2.72		$	2.72		$	2.72		$	2.72
Closing dividend yield - annualized		4.19	%		7.76	%		4.95	%		2.90	%		3.01	%
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding outperformance plan units) (thousands) (1)		161,345			144,069			143,497			142,455			142,447
Closing market value of outstanding shares and units (thousands)	$	7,696,157		$	5,046,737		$	7,892,335		$	13,342,335		$	12,851,568

(1)

For additional detail, see page 12.

Timing

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


Third Quarter		Late October 2009
Fourth Quarter		Late January 2010

Boston Properties, Inc.

Second Quarter 2009

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage
John Eade	Steve Sakwa / Ian Weissman	Thomas Cook	Rating Agencies:
Argus Research Company	ISI Group	Citi Investment Research
212.427.7500	212.446.9462 / 212.446.9461	212.723.1112	Janice Svec
			Fitch Ratings
Jeffrey Spector / Jamie Feldman	Anthony Paolone / Michael Mueller	John Giordano	212.908.0304
Bank of America-Merrill Lynch	J.P. Morgan Securities	Credit Suisse Securities
212.449.6329 / 212.449.6339	212.622.6682 / 212.622.6689	212.538.4935	Karen Nickerson
			Moody’s Investors Service
Ross Smotrich / Jeff Langbaum	Sheila McGrath / Bill Carrier	Mark Streeter	212.553.4924
Barclays Capital	Keefe, Bruyette & Woods	J.P. Morgan Securities
212.526.2306 / 212.526.0971	212.887.7793 / 212.887.3810	212.834.5086	Linda Phelps
			Standard & Poor’s
Michael Bilerman / Joshua Attie	Jordan Sadler / Craig Mailman	Thierry Perrein / Jason Jones	212.438.3059
Citigroup Global Markets	KeyBanc Capital Markets	Wachovia
212.816.1383 / 212.816.1685	917.368.2280 / 917.368.2316	704.715.8455 / 704.715.7932

Steve Benyik	Nick Pirsos
Credit Suisse	Macquarie Research Equities
212.538.0239	212.231.2457

John Perry	Mark Biffert / Marisha Clinton
Deutsche Bank Securities	Oppenheimer & Company
212.250.4912	212.667.7062 / 212.667.7416

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

Jay Habermann / Sloan Bohlen	Alexander Goldfarb
Goldman Sachs & Company	Sandler O’Neill & Partners
917.343.4260 / 212.902.2796	212.466.7937

Michael Knott / Lukas Hartwich	John Guinee / Erin Aslakson
Green Street Advisors	Stifel, Nicolaus & Company
949.640.8780 / 949.640.8780	443.224.1307 / 443.224.1350

	Ross Nussbaum / Rob Salisbury
	UBS Securities
	212.713.2484 / 212.713.4760

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.

Second 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
	30-Jun-09			31-Mar-09			31-Dec-08			30-Sep-08			30-Jun-08
Selected Items:
Revenue	$	389,490		$	377,544		$	390,300		$	357,988		$	368,680
Straight-line rent (SFAS 13) (1) (2)	$	12,966		$	16,081		$	15,989		$	(7,216	)	$	11,220
Fair value lease revenue (SFAS 141) (2) (3)	$	25,421		$	24,660		$	27,696		$	25,730		$	7,105
Company share of funds from operations from unconsolidated joint ventures	$	33,447		$	36,473		$	(151,160	)	$	34,312		$	10,827
Lease termination fees (included in revenue) (2)	$	14,859		$	1,179		$	8,149		$	1,438		$	1,509
FSP APB 14-1 interest expense adjustment (4)	$	9,470		$	9,430		$	9,280		$	7,455		$	5,552
Capitalized interest	$	12,087		$	12,110		$	13,076		$	12,366		$	10,550
Capitalized wages	$	2,923		$	2,375		$	2,988		$	3,036		$	3,012
Operating Margins [(rental revenue - rental expense)/rental revenue] (5)		68.2	%		67.6	%		68.3	%		64.3	%		67.7	%
Impairment losses on investments in unconsolidated joint ventures (6)	$	7,357		$	—		$	188,325		$	—		$	—
Net income (loss) attributable to Boston Properties, Inc.	$	67,152		$	44,598		$	(98,063	)	$	43,079		$	75,483
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	166,668		$	134,847		$	(642	)	$	132,517		$	140,951
FFO per share - diluted	$	1.32		$	1.11		$	(0.01	)	$	1.09		$	1.16
Net income (loss) attributable to Boston Properties, Inc. per share - basic	$	0.54		$	0.37		$	(0.81	)	$	0.36		$	0.63
Net income (loss) attributable to Boston Properties, Inc. per share - diluted	$	0.53		$	0.37		$	(0.81	)	$	0.35		$	0.62
Dividends per common share	$	0.50		$	0.68		$	0.68		$	0.68		$	0.68
Funds available for distribution to common shareholders and common unitholders (FAD) (7)	$	141,494		$	129,807		$	133,970		$	132,936		$	141,920

Ratios:
Interest Coverage Ratio (excluding capitalized interest) - cash basis (8)		3.65			3.46			3.50			3.46			3.58
Interest Coverage Ratio (including capitalized interest) - cash basis (8)		3.09			2.93			2.93			2.91			3.06
FFO Payout Ratio		37.88	%		61.26	%		-6800.00	%		62.39	%		58.62	%
FAD Payout Ratio		56.54	%		74.76	%		72.15	%		72.25	%		67.53	%

	30-Jun-09			31-Mar-09			31-Dec-08			30-Sep-08			30-Jun-08
Capitalization:
Common Stock Price @ Quarter End	$	47.70		$	35.03		$	55.00		$	93.66		$	90.22
Equity Value @ Quarter End	$	7,696,157		$	5,046,737		$	7,892,335		$	13,342,335		$	12,851,568
Total Consolidated Debt	$	5,957,696		$	6,112,800		$	6,092,884		$	5,923,151		$	5,401,101
Total Consolidated Market Capitalization	$	13,653,853		$	11,159,537		$	13,985,219		$	19,265,486		$	18,252,669
Total Consolidated Debt/Total Consolidated Market Capitalization (9)		43.63	%		54.78	%		43.57	%		30.74	%		29.59	%

BXP’s Share of Joint Venture Debt	$	1,555,344		$	1,554,546		$	1,554,508		$	1,552,801		$	1,200,731
Total Combined Debt	$	7,513,040		$	7,667,346		$	7,647,392		$	7,475,952		$	6,601,832
Total Combined Market Capitalization (10)	$	15,209,197		$	12,714,083		$	15,539,727		$	20,818,287		$	19,453,401
Total Combined Debt/Total Combined Market Capitalization (10) (11)		49.40	%		60.31	%		49.21	%		35.91	%		33.94	%

(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)

During the first quarter 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)

Rental Expense consists of operating expenses and real estate taxes. Amounts are exclusive of the gross up of reimbursable electricity and other amounts totaling $8,993, $9,311, $9,854, $10,571 and $9,860 for the three months ended June 30, 2009, March 31, 2009, December 31, 2008, September 30, 2008 and June 30, 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 of $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. During the quarter ended June 30, 2009, Lehman Brothers, Inc. rejected its lease in bankruptcy.

(6)	Represents the non-cash impairment losses on the Company’s investments in unconsolidated joint ventures 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 Total Combined Debt to Total Combined Market Capitalization, see page 49.

Boston Properties, Inc.

Second Quarter 2009

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	30-Jun-09			31-Mar-09			31-Dec-08			30-Sep-08			30-Jun-08
ASSETS
Real estate	$	9,687,069		$	9,577,375		$	9,560,924		$	9,435,387		$	9,277,971
Development in progress		934,397			916,220			835,983			818,085			738,984
Land held for future development		240,377			239,765			228,300			253,891			253,313
Less accumulated depreciation		(1,901,558	)		(1,835,283	)		(1,768,785	)		(1,710,875	)		(1,647,145	)

Total real estate		8,960,285			8,898,077			8,856,422			8,796,488			8,623,123
Cash and cash equivalents		819,245			143,789			241,510			55,597			112,110
Cash held in escrows		22,289			19,420			21,970			34,311			59,644
Marketable securities		11,173			9,408			11,590			16,160			20,372
Tenant and other receivables, net		78,495			69,116			68,743			57,554			42,116
Note receivable (1)		270,000			270,000			270,000			270,000			270,000
Accrued rental income, net		340,123			331,237			316,711			316,411			326,149
Deferred charges, net		283,830			301,889			325,369			313,530			305,287
Prepaid expenses and other assets		22,905			47,664			22,401			44,039			26,511
Investments in unconsolidated joint ventures (2)		772,319			781,336			782,760			973,396			606,696

Total assets	$	11,580,664		$	10,871,936		$	10,917,476		$	10,877,486		$	10,392,008


LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	2,603,597		$	2,669,705		$	2,660,642		$	2,282,699		$	2,535,496
Unsecured senior notes, net of discount		1,472,617			1,472,495			1,472,375			1,472,258			1,472,141
Unsecured exchangeable senior notes, net of discount (3)		1,881,482			1,870,600			1,859,867			1,849,194			1,193,464
Unsecured line of credit		—			100,000			100,000			319,000			200,000
Accounts payable and accrued expenses		223,909			200,269			171,791			164,986			183,192
Dividends and distributions payable		80,475			97,547			97,162			96,491			96,451
Accrued interest payable		66,463			50,329			67,132			48,705			55,979
Other liabilities		126,560			133,662			173,750			167,646			187,104

Total liabilities		6,455,103			6,594,607			6,602,719			6,400,979			5,923,827


Commitments and contingencies		—			—			—			—			—


Noncontrolling interest (4):
Redeemable preferred units of the Operating Partnership		55,652			55,652			55,652			55,652			55,652


Equity:
Stockholders’ equity attributable to Boston Properties, Inc.:
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, 138,548,661, 121,278,522, 121,180,655, 119,851,868 and 119,756,240 outstanding, respectively		1,385			1,213			1,212			1,199			1,198
Additional paid-in capital		4,358,830			3,560,797			3,565,466			3,512,336			3,458,620
Earnings in excess of dividends		115,027			117,082			154,953			335,098			373,545
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(28,464	)		(29,202	)		(29,916	)		(37,445	)		(41,868	)

Total stockholders’ equity attributable to Boston Properties, Inc.		4,444,056			3,647,168			3,688,993			3,808,466			3,788,773

Noncontrolling interests (4):
Common units of the Operating Partnership		620,752			568,849			563,212			599,096			599,108
Property partnerships		5,101			5,660			6,900			13,293			24,648

Total equity		5,069,909			4,221,677			4,259,105			4,420,855			4,412,529


Total liabilities and equity	$	11,580,664		$	10,871,936		$	10,917,476		$	10,877,486		$	10,392,008

(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)

During the quarter ended December 31, 2008, the Company recognized 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.”

(3)

During the first quarter 2009, the Company adopted FSP No. APB 14-1, which 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. For additional detail, see page 12.

(4)

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.

Second Quarter 2009

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Jun-09			31-Mar-09			31-Dec-08			30-Sep-08			30-Jun-08
Revenue:
Rental
Base Rent (1)	$	304,864		$	293,517		$	300,544		$	266,205		$	281,072
Recoveries from tenants		49,821			52,408			50,032			55,968			49,848
Parking and other		18,416			16,941			17,663			16,624			17,317

Total rental revenue		373,101			362,866			368,239			338,797			348,237
Hotel revenue		7,396			6,062			12,158			8,482			9,708
Development and management services		8,551			8,296			9,024			9,557			6,460
Interest and other (2)		442			320			879			1,152			4,275

Total revenue		389,490			377,544			390,300			357,988			368,680


Expenses:
Operating		70,918			70,082			71,890			77,324			71,227
Real estate taxes		53,812			53,779			51,589			50,391			47,876
Hotel operating		5,359			5,472			8,846			6,318			6,449
General and administrative (2)		18,532			17,420			16,552			18,758			17,467
Interest (3) (4)		78,633			78,930			78,862			74,662			69,302
Depreciation and amortization		87,005			77,370			79,766			75,321			74,389
Loss from suspension of development		—			27,766			—			—			—
Net derivative losses (gains)		—			—			7,172			6,318			(257	)
Losses from early extinguishments of debt		494			—			—			—			—
Losses (gains) from investments in securities (2)		(1,194	)		587			2,631			940			160

Total expenses		313,559			331,406			317,308			310,032			286,613

Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income (loss) attributable to noncontrolling interests		75,931			46,138			72,992			47,956			82,067
Income (loss) from unconsolidated joint ventures (5)		(351	)		5,097			(187,559	)		2,644			1,855
Gains on sales of real estate		4,493			2,795			1,946			1,753			6,203

Net income		80,073			54,030			(112,621	)		52,353			90,125
Net income (loss) attributable to noncontrolling interests (6):
Noncontrolling interests in property partnerships		(691	)		(510	)		(427	)		(525	)		(420	)
Noncontrolling interest - common units of the Operating Partnership (7)		(10,629	)		(7,531	)		16,217			(7,562	)		(12,373	)
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership (7)		(629	)		(401	)		(279	)		(256	)		(900	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(972	)		(990	)		(953	)		(931	)		(949	)

Net income (loss) attributable to Boston Properties, Inc.	$	67,152		$	44,598		$	(98,063	)	$	43,079		$	75,483


INCOME (LOSS) PER SHARE OF COMMON STOCK (EPS)
Net income (loss) attributable to Boston Properties, Inc. per share - basic	$	0.54		$	0.37		$	(0.81	)	$	0.36		$	0.63

Net income (loss) attributable to Boston Properties, Inc. per share - diluted	$	0.53		$	0.37		$	(0.81	)	$	0.35		$	0.62

(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 (gains) from investments in securities includes $(1,036), $620, $1,660, $795 and $160, and general and administrative expenses includes $1,126, $(392), $(1,603), $(770) and $(138) for the three months ended June 30, 2009, March 31, 2009, December 31, 2008, September 30, 2008 and June 30, 2008, respectively, related to the Company’s deferred compensation plan. Prior period quarterly amounts have been reclassified from interest and other revenue to losses (gains) from investments in securities to conform to the current period presentation.

(3)	Interest expense is reported net of capitalized interest of $12,087, $12,110, $13,076, $12,366 and $10,550 for the three months ended June 30, 2009, March 31, 2009, December 31, 2008, September 30, 2008 and June 30, 2008, respectively.

(4)	Includes additional non-cash interest expense related to the adoption of FSP No. APB 14-1. For additional detail, see page 6.

(5)	Includes non-cash impairment losses aggregating approximately $7.4 million and $188.3 million for the three months ended June 30, 2009 and December 31, 2008, respectively, in accordance with APB No. 18 “The Equity Method of Accounting for Investments in Common Stock.”

(6)

(7)

Equals noncontrolling interest - common units of the Operating Partnership’s share of 13.99%, 14.34%, 14.33%, 14.58% and 14.51% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended June 30, 2009, March 31, 2009, December 31, 2008, September 30, 2008 and June 30, 2008, respectively.

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

Boston Properties, Inc.

Second Quarter 2009

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Jun-09			31-Mar-09		31-Dec-08			30-Sep-08		30-Jun-08
Net income (loss) attributable to Boston Properties, Inc.	$	67,152		$	44,598	$	(98,063	)	$	43,079	$	75,483
Add:
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership		629			401		279			256		900
Noncontrolling interest - common units of the Operating Partnership		10,629			7,531		(16,217	)		7,562		12,373
Noncontrolling interest - redeemable preferred units of the Operating Partnership		972			990		953			931		949
Noncontrolling interests in property partnerships		691			510		427			525		420
Less:
Income (loss) from unconsolidated joint ventures		(351	)		5,097		(187,559	)		2,644		1,855
Gains on sales of real estate		4,493			2,795		1,946			1,753		6,203

Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income (loss) attributable to noncontrolling interests		75,931			46,138		72,992			47,956		82,067
Add:
Real estate depreciation and amortization (1)		120,359			108,231		115,668			106,475		82,838
Income (loss) from unconsolidated joint ventures (2)		(351	)		5,097		(187,559	)		2,644		1,855
Less:
Noncontrolling interests in property partnerships’ share of funds from operations		1,199			1,060		897			1,013		928
Noncontrolling interest - redeemable preferred units of the Operating Partnership		972			990		953			931		949

Funds from operations (FFO)		193,768			157,416		(749	)		155,131		164,883
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		27,100			22,569		(107	)		22,614		23,932

FFO attributable to Boston Properties, Inc. (3)	$	166,668		$	134,847	$	(642	)	$	132,517	$	140,951


FFO per share - basic (2)	$	1.33		$	1.11	$	(0.01	)	$	1.11	$	1.18

Weighted average shares outstanding - basic		125,267			121,256		120,788			119,832		119,753

FFO per share - diluted (2)	$	1.32		$	1.11	$	(0.01	)	$	1.09	$	1.16

Weighted average shares outstanding - diluted		127,081			122,929		120,788			122,830		122,776

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $87,005, $77,370, $79,766, $75,321 and $74,389, our share of unconsolidated joint venture real estate depreciation and amortization of $33,798, $31,376, $36,399, $31,669 and $8,972, less corporate related depreciation of $444, $515, $497, $515 and $523, for the three months ended June 30, 2009, March 31, 2009, December 31, 2008, September 30, 2008 and June 30, 2008, respectively.

(2)

Includes non-cash impairment losses aggregating approximately $7.4 million, or $0.05 per share diluted, and $188.3 million, or $1.33 per share diluted, for the three months ended June 30, 2009 and December 31, 2008, respectively, 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 June 30, 2009, March 31, 2009, December 31, 2008, September 30, 2008 and June 30, 2008 was 86.01%, 85.66%, 85.67%, 85.42% and 85.49%, respectively.

Boston Properties, Inc.

Second Quarter 2009

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	June 30, 2009			March 31, 2009			December 31, 2008				September 30, 2008			June 30, 2008
	Income		Shares/Units	Income		Shares/Units	Income			Shares/Units	Income		Shares/Units	Income		Shares/Units
	(Numerator)		(Denominator)	(Numerator)		(Denominator)	(Numerator)			(Denominator)	(Numerator)		(Denominator)	(Numerator)		(Denominator)
Basic FFO	$	193,768	145,635	$	157,416	141,550	$	(749	)	140,993	$	155,131	140,281	$	164,883	140,086
Effect of Dilutive Securities
Convertible Preferred Units		972	1,461		990	1,461		—		—		931	1,461		949	1,461
Stock based compensation		—	353		—	212		—		—		—	1,537		—	1,562


Diluted FFO	$	194,740	147,449	$	158,406	143,223	$	(749	)	140,993	$	156,062	143,279	$	165,832	143,109

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of diluted funds from operations		26,901	20,368		22,446	20,294		(107	)	20,205		22,274	20,449		23,562	20,333


Company’s share of diluted FFO (1)	$	167,839	127,081	$	135,960	122,929	$	(642	)	120,788	$	133,788	122,830	$	142,270	122,776


FFO per share - basic	$	1.33		$	1.11		$	(0.01	)		$	1.11		$	1.18


FFO per share - diluted	$	1.32		$	1.11		$	(0.01	)		$	1.09		$	1.16

(1)	Based on weighted average diluted shares for the quarter. Company’s share for the quarter ended June 30, 2009, March 31, 2009, December 31, 2008, September 30, 2008 and June 30, 2008 was 86.19%, 85.83%, 85.74%, 85.73% and 85.79%, respectively.

Boston Properties, Inc.

Second Quarter 2009

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	30-Jun-09			31-Mar-09			31-Dec-08			30-Sep-08			30-Jun-08
Basic FFO (see page 9)	$	193,768		$	157,416		$	(749	)	$	155,131		$	164,883
2nd generation tenant improvements and leasing commissions		(34,102	)		(25,929	)		(19,445	)		(18,278	)		(10,281	)
Straight-line rent (1) (2)		(12,966	)		(16,081	)		(15,989	)		7,216			(11,220	)
Recurring capital expenditures		(5,702	)		(8,814	)		(12,158	)		(8,252	)		(5,075	)
Fair value interest adjustment (1)		1,562			1,490			1,084			375			(627	)
FSP APB 14-1 interest expense adjustment		9,470			9,430			9,280			7,455			5,552
Fair value lease revenue (SFAS 141) (1)		(25,421	)		(24,660	)		(27,696	)		(25,730	)		(7,105	)
Hotel improvements, equipment upgrades and replacements		(279	)		(662	)		(589	)		(446	)		(289	)
Non real estate depreciation		444			515			497			515			523
Stock-based compensation		6,559			7,094			5,572			6,471			5,631
Net derivative losses (gains)		—			—			7,172			6,318			(257	)
Impairment losses on investments in unconsolidated joint ventures (3)		7,357			—			188,325			—			—
Loss from suspension of development		—			27,766			—			—			—
Non-cash termination income (including SFAS 141 amounts)		(5,153	)		—			(2,023	)		—			—
Partners’ share of joint venture 2nd generation tenant improvement and leasing commissions		5,957			2,242			689			2,161			185

Funds available for distribution to common shareholder and common unitholders (FAD)	$	141,494		$	129,807		$	133,970		$	132,936		$	141,920


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

	Three Months Ended
	30-Jun-09			31-Mar-09			31-Dec-08			30-Sep-08			30-Jun-08
*Excluding Capitalized Interest*
Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income (loss) attributable to noncontrolling interests	$	75,931		$	46,138		$	72,992		$	47,956		$	82,067
Interest expense		78,633			78,930			78,862			74,662			69,302
Net derivative losses (gains)		—			—			7,172			6,318			(257	)
Depreciation and amortization expense		87,005			77,370			79,766			75,321			74,389
Depreciation from joint ventures		33,798			31,376			36,399			31,669			8,972
Income (loss) from unconsolidated joint ventures		(351	)		5,097			(187,559	)		2,644			1,855
Impairment losses on investments in unconsolidated joint ventures (3)		7,357			—			188,325			—			—
Loss from suspension of development		—			27,766			—			—			—
Non-cash termination income (including SFAS 141 amounts)		(5,153	)		—			(2,023	)		—			—
Stock-based compensation		6,559			7,094			5,572			6,471			5,631
Straight-line rent (1) (2)		(12,966	)		(16,081	)		(15,989	)		7,216			(11,220	)
Fair value lease revenue (SFAS 141) (1)		(25,421	)		(24,660	)		(27,696	)		(25,730	)		(7,105	)

Subtotal		245,392			233,030			235,821			226,527			223,634


Interest expense (4) (5)		67,269			67,374			67,439			65,460			62,550

Interest Coverage Ratio		3.65			3.46			3.50			3.46			3.58


*Including Capitalized Interest*
Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income (loss) attributable to noncontrolling interests	$	75,931		$	46,138		$	72,992		$	47,956		$	82,067
Interest expense		78,633			78,930			78,862			74,662			69,302
Net derivative losses (gains)		—			—			7,172			6,318			(257	)
Depreciation and amortization expense		87,005			77,370			79,766			75,321			74,389
Depreciation from joint ventures		33,798			31,376			36,399			31,669			8,972
Income (loss) from unconsolidated joint ventures		(351	)		5,097			(187,559	)		2,644			1,855
Impairment losses on investments in unconsolidated joint ventures (3)		7,357			—			188,325			—			—
Loss from suspension of development		—			27,766			—			—			—
Non-cash termination income (including SFAS 141 amounts)		(5,153	)		—			(2,023	)		—			—
Stock-based compensation		6,559			7,094			5,572			6,471			5,631
Straight-line rent (1) (2)		(12,966	)		(16,081	)		(15,989	)		7,216			(11,220	)
Fair value lease revenue (SFAS 141) (1)		(25,421	)		(24,660	)		(27,696	)		(25,730	)		(7,105	)

Subtotal		245,392			233,030			235,821			226,527			223,634

Divided by:
Interest expense (4) (5) (6)		79,356			79,484			80,515			77,826			73,100

Interest Coverage Ratio		3.09			2.93			2.93			2.91			3.06

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

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

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

(4)	Excludes the impact of the FSP APB 14-1 interest adjustment of $9,470, $9,430, $9,280, $7,455 and $5,552 for the three months ended June 30, 2009, March 31, 2009, December 31, 2008, September 30, 2008 and June 30, 2008, respectively.

(5)	Excludes amortization of financing costs of $1,894, $2,126, $2,143, $1,747 and $1,200 for the three months ended June 30, 2009, March 31, 2009, December 31, 2008, September 30, 2008 and June 30, 2008, respectively.

(6)	Interest expense is reported net of capitalized interest of $12,087, $12,110, $13,076, $12,366 and $10,550 for the three months ended June 30, 2009, March 31, 2009, December 31, 2008, September 30, 2008 and June 30, 2008, respectively.

Boston Properties, Inc.

Second Quarter 2009

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal June 30, 2009
Mortgage Notes Payable (net of fair value adjustment)	$	2,592,561
Unsecured Line of Credit		—
Unsecured Senior Notes, at face value		1,475,000
Unsecured Exchangeable Senior Notes, at face value		2,060,000

Total Debt		6,127,561
Fair Value Adjustment on Mortgage Notes Payable		11,036
Discount on Unsecured Senior Notes		(2,383	)
Discount on Unsecured Exchangeable Senior Notes		(18,387	)
FSP APB 14-1 Interest Adjustment (1)		(160,131	)

Total Consolidated Debt	$	5,957,696

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	$	952		$	172		$	192		$	1,067		$	2,383

Unsecured Senior Notes, net of discount	$	249,048		$	299,828		$	174,808		$	748,933		$	1,472,617


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)					4.037	%		3.462	%		3.787	%		3.742	%
GAAP Yield					6.555	%		5.630	%		5.958	%		6.037	%
Coupon					3.625	%		2.875	%		3.750	%
Exchange Rate					8.5051	(2)		7.0430	(3)		10.0066	(4)
First Optional Redemption Date					N/A			2/20/2012			5/18/2013
Maturity Date					2/15/2014			2/15/2037			5/15/2036
Discount				$	6,383		$	12,004		$	—		$	18,387
FSP APB 14-1 Interest adjustment (1)				$	80,319		$	45,542		$	34,270		$	160,131

Unsecured Senior Exchangeable Notes				$	660,798		$	804,954		$	415,730		$	1,881,482


*Equity* *(in thousands)*
	Shares/Units Outstanding as of 06/30/09	Common Stock Equivalents		Equivalent (5)
Common Stock	138,549	138,549	(6)	$	6,608,787
Common Operating Partnership Units	21,335	21,335	(7)		1,017,680
Series Two Preferred Operating Partnership Units	1,113	1,461			69,690

Total Equity		161,345		$	7,696,157

Total Consolidated Debt					5,957,696

Total Consolidated Market Capitalization				$	13,653,853

BXP’s share of Joint Venture Debt					1,555,344	(8)
Total Combined Debt (9)					7,513,040

Total Combined Market Capitalization (10)				$	15,209,197

(1)	Represents the remaining debt discount which will be amortized over the period during which the debt is expected to be outstanding (i.e., through the first optional redemption dates (or, in the case of the 2014 notes, the maturity date) as additional non-cash interest expense.

(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 June 30, 2009 closing price of $47.70 per share of common stock.

(6)	Includes 75 shares of restricted stock.

(7)	Includes 1,460 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.

Second 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	$	185,932		$	46,845		$	87,761		$	—		$	—		$	—		$	320,538
Unsecured Line of Credit		—			—			—			—			—			—			—

Total Floating Debt	$	185,932		$	46,845		$	87,761		$	—		$	—		$	—		$	320,538

Fixed Rate Debt
Mortgage Notes Payable (net of fair value adjustment)	$	31,318		$	101,138		$	549,115		$	105,059		$	100,436		$	1,384,957		$	2,272,023
Fair Value Adjustment		1,953			3,988			2,605			1,583			632			275			11,036

Mortgage Notes Payable		33,271			105,126			551,720			106,642			101,068			1,385,232			2,283,059

Unsecured Exchangeable Senior Notes, net of discount (2)		—			—			—			850,496			450,000			741,117			2,041,613
FSP APB 14-1 Interest Adjustment		(19,741	)		(41,195	)		(43,912	)		(29,793	)		(23,052	)		(2,438	)		(160,131	)

Unsecured Exchangeable Senior Notes		(19,741	)		(41,195	)		(43,912	)		820,703			426,948			738,679			1,881,482

Unsecured Senior Notes, net of discount		—			—			—			—			923,741			548,876			1,472,617


Total Fixed Debt	$	13,530		$	63,931		$	507,808		$	927,345		$	1,451,757		$	2,672,787		$	5,637,158


Total Consolidated Debt	$	199,462		$	110,776		$	595,569		$	927,345		$	1,451,757		$	2,672,787		$	5,957,696

GAAP Weighted Average Floating Rate Debt		1.65	%		2.35	%		1.85	%		—			—			—			1.81	%
GAAP Weighted Average Fixed Rate Debt		7.00	%		7.68	%		7.02	%		5.64	%		6.22	%		6.01	%		6.14	%

Total GAAP Weighted Average Rate		2.46	%		6.04	%		6.31	%		5.64	%		6.22	%		6.01	%		5.91	%


Total Stated Weighted Average Rate		2.29	%		6.06	%		6.45	%		3.88	%		5.62	%		5.28	%		5.18	%

Unsecured Debt

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

(in thousands)


Facility		Outstanding @ 06/30/09		Letters of Credit		Remaining Capacity @ 06/30/09
$	1,000,000	$	—	$	13,188	$	986,812

Unsecured and Secured Debt Analysis


	% of Total Debt		Stated Weighted Average Rate		GAAP Weighted Average Rate		Weighted Average Maturity
Unsecured Debt	56.30	%	4.66	%	6.03	%	4.7 years
Secured Debt	43.70	%	5.86	%	5.75	%	5.8 years

Total Consolidated Debt	100.00	%	5.18	%	5.91	%	5.2 years

Floating and Fixed Rate Debt Analysis


	% of Total Debt		Stated Weighted Average Rate		GAAP Weighted Average Rate		Weighted Average Maturity
Floating Rate Debt	5.38	%	1.58	%	1.81	%	1.6 years
Fixed Rate Debt	94.62	%	5.39	%	6.14	%	5.4 years

Total Consolidated Debt	100.00	%	5.18	%	5.91	%	5.2 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 (or, in the case of the exchangeable notes due 2014, the year of maturity).

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

Boston Properties, Inc.

Second 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
601 Lexington Avenue (formerly Citigroup Center)		4,508			9,516			456,633			—			—			—			470,657	(2)
Embarcadero Center Four		—			—			4,520			4,803			5,105			360,572			375,000
South of Market		185,932			—			—			—			—			—			185,932	(3)
505 9th Street		157			1,943			2,057			2,177			2,306			121,360			130,000
Wisconsin Place Office		—			—			87,761			—			—			—			87,761	(4)
One Freedom Square		665			1,407			1,521			65,511			—			—			69,104	(2)
New Dominion Technology Park, Building Two		—			—			—			—			—			63,000			63,000
202, 206 & 214 Carnegie Center		507			56,306			—			—			—			—			56,813
New Dominion Technology Park, Building One		811			1,716			1,846			1,987			2,140			43,278			51,778
140 Kendrick Street		466			985			1,061			1,143			47,889			—			51,544	(2)
Democracy Tower (formerly South of Market - Phase II)		—			46,845			—			—			—			—			46,845	(5)
1330 Connecticut Avenue		650			1,390			44,796			—			—			—			46,836	(2)
Kingstowne Two and Retail		700			1,446			1,535			1,630			1,730			33,056			40,097	(2)
10 & 20 Burlington Mall Rd & 91 Hartwell		591			1,069			32,524			—			—			—			34,184
Sumner Square		380			804			865			930			22,896			—			25,875
Montvale Center		—			—			—			25,000			—			—			25,000
Eight Cambridge Center		416			22,911			—			—			—			—			23,327
1301 New York Avenue		20,684			—			—			—			—			—			20,684
Kingstowne One		278			582			618			657			17,062			—			19,197	(2)
University Place		505			1,063			1,139			1,221			1,308			13,691			18,927
Atlantic Wharf (formerly Russia Wharf)		—			—			—			—			—			—			—	(6)

		217,250			147,983			636,876			105,059			100,436			1,384,957			2,592,561


Fair Value Adjustment		1,953			3,988			2,605			1,583			632			275			11,036

		219,203			151,971			639,481			106,642			101,068			1,385,232			2,603,597


Unsecured Exchangeable Senior Notes, net of discount											850,496			450,000			741,117			2,041,613	(7)
FSP APB 14-1 Interest adjustment		(19,741	)		(41,195	)		(43,912	)		(29,793	)		(23,052	)		(2,438	)		(160,131	)

		(19,741	)		(41,195	)		(43,912	)		820,703			426,948			738,679			1,881,482


Unsecured Senior Notes, net of discount		—			—			—			—			923,741			548,876			1,472,617
Unsecured Line of Credit		—			—			—			—			—			—			—	(8)

	$	199,462		$	110,776		$	595,569		$	927,345		$	1,451,757		$	2,672,787		$	5,957,696


% of Total Consolidated Debt		3.35	%		1.86	%		10.00	%		15.56	%		24.37	%		44.86	%		100.00	%
Balloon Payments	$	206,454		$	124,829		$	616,458		$	940,202		$	1,459,993		$	2,498,956		$	5,846,892
Scheduled Amortization	$	12,749		$	27,142		$	23,023		$	16,936		$	14,816		$	176,269		$	270,935

(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 subject to certain conditions.

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

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

(6)	Loan matures on April 21, 2012 and has two, one-year extension options subject to certain conditions.

(7)	For our unsecured exchangeable notes, amounts are included in the year in which the first optional redemption date occurs (or, in the case of the unsecured exchangeable notes due 2014, the year of maturity).

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

Boston Properties, Inc.

Second 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 June 30, 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.


		June 30, 2009
Total Assets:
Capitalized Property Value (1)		$	15,212,577
Cash and Cash Equivalents			819,245
Investments in Marketable Securities			11,173
Undeveloped Land, at Cost			240,377
Development in Process, at Cost (including Joint Venture %)			984,821

Total Assets		$	17,268,192


Unencumbered Assets		$	10,029,725


Secured Debt (Fixed and Variable) (2)		$	2,592,561
Joint Venture Debt			1,555,344
Contingent Liabilities & Letters of Credit			19,433
Unsecured Debt (3)			3,535,000

Total Outstanding Debt		$	7,702,338


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)		$	75,931
Add: Interest Expense (per Consolidated Income Statement)			78,633
Add: Depreciation and Amortization (per Consolidated Income Statement)			87,005
Add: Losses from early extinguishments of debt			494
Add: Losses (gains) from investments in securities			(1,194	)

EBITDA			240,869
Add: Company share of unconsolidated joint venture EBITDA			61,941

Consolidated EBITDA		$	302,810


Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)		$	78,633
Add: Company share of unconsolidated joint venture interest expense			25,047
Less: Amortization of financing costs			(1,894	)
Less: Interest expense funded by construction loan draws			(799	)

Adjusted Interest Expense		$	100,987


Covenant Ratios and Related Data	Test	Actual
Total Outstanding Debt/Total Assets	Less than 60%		44.6	%
Secured Debt/Total Assets	Less than 50%		24.0	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50x		2.99
Unencumbered Assets/ Unsecured Debt	Greater than 150%		287.3	%


Unencumbered Consolidated EBITDA		$	166,349


Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)			3.29


% of unencumbered Consolidated EBITDA to Consolidated EBITDA			54.9	%


# of unencumbered properties			102

(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 $11,036

(3)	Excludes debt discount of $20,770 and FSP APB 14-1 interest adjustment of $160,131.

Boston Properties, Inc.

Second 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%)		120			240			240			240			70,920			—			71,760	(3)
Metropolitan Square (51%)		588			63,437			—			—			—			—			64,025
Market Square North (50%)		642			41,549			—			—			—			—			42,191
901 New York Avenue (25%)		321			669			705			742			782			38,413			41,632
Eighth Avenue and 46th Street (50%)		11,800			—			—			—			—			—			11,800
Annapolis Junction (50%)		—			20,586			—			—			—			—			20,586	(4)
Wisconsin Place Retail (5%)		—			2,752			—			—			—			—			2,752	(4)

		13,471			401,333			945			982			71,702			1,002,013			1,490,446

Fair Value Adjustment		4,144			7,182			6,620			7,102			7,186			29,403			61,637

	$	17,615		$	408,515		$	7,565		$	8,084		$	78,888		$	1,031,416		$	1,552,083

GAAP Weighted Average Rate		3.24	%		6.75	%		5.56	%		5.55	%		6.42	%		6.59	%		6.60	%

% of Total Debt		1.13	%		26.32	%		0.49	%		0.52	%		5.08	%		66.45	%		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	2.36	%	1.95	%	2.06	%	0.8	years
Fixed Rate Debt	97.64	%	6.02	%	6.71	%	6.1	years

Total Debt	100.00	%	5.93	%	6.60	%	5.9	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 subject to certain conditions.

Boston Properties, Inc.

Second Quarter 2009

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of June 30, 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 (2)			Annapolis Junction (1)			Eighth Avenue and 46th Street (1)			Subtotal		Value-Added Fund (3)(4)			Total Unconsolidated Joint Ventures
Investment (5)	$	697,642	(6)	$	76,232		$	78,619		$	68,604		$	6,174		$	37,951		$	(947	)	$	53,176		$	7,650		$	(2,259	)	$	1,022,842	$	19,476		$	1,042,318

Note Receivable (6)		270,000			—			—			—			—			—			—			—			—			—			270,000		—			270,000


Net Equity	$	427,642		$	76,232		$	78,619		$	68,604		$	6,174		$	37,951		$	(947	)	$	53,176		$	7,650		$	(2,259	)	$	752,842	$	19,476		$	772,318


Mortgage/Construction loans payable (5) (7)	$	963,600		$	158,100		$	114,000		$	71,760		$	42,191		$	64,025		$	41,632		$	2,752		$	20,586		$	11,800		$	1,490,446	$	64,898		$	1,555,344


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 June 30, 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 (2)			Annapolis Junction (1)		Eighth Avenue and 46th Street (1)			Subtotal			Value-Added Fund (3)(4)			Total Unconsolidated Joint Ventures
REVENUE
Rental	$	47,974		$	8,881	$	8,737	$	6,480	$	5,960		$	7,894	$	7,884		$	449		$	1,742	$	—		$	96,001		$	4,059		$	100,060
Straight-line rent (SFAS 13)		4,324			2,518		545		593		(185	)		102		111			—			8		—			8,016			246			8,262
Fair value lease revenue (SFAS 141)		35,508			711		1,946		769		—			—		—			—			—		—			38,934			503			39,437
Termination Income		558			315		2,704		—		222			—		3			—			—		—			3,802			1			3,803

Total revenue		88,364			12,425		13,932		7,842		5,997			7,996		7,998			449			1,750		—			146,753			4,809			151,562

EXPENSES
Operating		17,847			3,517		3,553		2,473		2,438			2,933		2,715			354			949		10			36,789			2,115			38,904


NET OPERATING INCOME		70,517			8,908		10,379		5,369		3,559			5,063		5,283			95			801		(10	)		109,964			2,694			112,658

Interest		25,913			4,637		2,867		1,880		1,638			2,587		2,189			(12	)		191		187			42,077			2,700			44,777
Interest other - partner loans		13,260			—		—		—		—			—		—			—			—		—			13,260			—			13,260
Depreciation and amortization		40,216			4,012		5,860		2,556		1,115			1,688		1,450			1,158			583		—			58,638			2,310			60,948

SUBTOTAL		79,389			8,649		8,727		4,436		2,753			4,275		3,639			1,146			774		187			113,975			5,010			118,985

Gains on sale of real estate		—			—		—		—		—			—		—			—			—		—			—			—			—

Losses from early extinguishment of debt		—			—		—		—		—			—		—			—			—		—			—			—			—

NET INCOME/(LOSS)	$	(8,872	)	$	259	$	1,652	$	933	$	806		$	788	$	1,644		$	(1,051	)	$	27	$	(197	)	$	(4,011	)	$	(2,316	)	$	(6,327	)


BXP’s share of net income/(loss)	$	(5,323	)	$	155	$	991	$	560	$	403		$	402	$	881	(9)	$	(399	)	$	14	$	(99	)	$	(2,415	)	$	(1,614	)	$	(4,029	)

Basis diffential (8)		—			311		1,334		409		—			—		—			—			—		—			2,054			1,025			3,079

Impairment loss on investment (10)		—			—		—		—		—			—		—			—			—		—			—			(7,357	)		(7,357	)

Elimination of inter-entity interest on partner loan		7,956			—		—		—		—			—		—			—			—		—			7,956			—			7,956

Income/(loss) from unconsolidated joint ventures	$	2,633		$	466	$	2,325	$	969	$	403		$	402	$	881		$	(399	)	$	14	$	(99	)	$	7,595		$	(7,946	)	$	(351	)

BXP’s share of depreciation & amortization		24,130			2,149		2,676		1,247		558			861		770			390			291		—			33,072			726			33,798

BXP’s share of Funds from Operations (FFO)	$	26,763		$	2,615	$	5,001	$	2,216	$	961		$	1,263	$	1,651		$	(9	)	$	305	$	(99	)	$	40,667		$	(7,220	)	$	33,447


BXP’s share of net operating income/(loss)	$	42,310		$	5,398	$	6,721	$	3,344	$	1,780		$	2,582	$	1,321		$	5		$	401	$	(5	)	$	63,855		$	1,084		$	64,939

(1)	Property is currently not in service (i.e., under construction or undeveloped land). Two of three land parcels of Annapolis Junction are 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.

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

Boston Properties, Inc.

Second 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	600,431	67.9	%		30.00		42,999	(5)
Mountain View Technology Park, Mountain View, CA	7	135,279	47.2	%		23.83		9,524	(6)

Total	26	1,053,537	64.2	%	$	24.61	$	64,898

Results of Operations

(unaudited and in thousands)

for the three months ended June 30, 2009


	Value-Added Fund
REVENUE
Rental	$	4,060
Straight-line rent (SFAS 13)		246
Fair value lease revenue (SFAS 141)		503

Total revenue		4,809


EXPENSES
Operating		2,115


SUBTOTAL		2,694

Interest		2,700
Depreciation and amortization		2,310

SUBTOTAL		5,010

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

NET INCOME	$	(2,316	)


BXP’s share of net income	$	(1,614	)
Basis differential		1,025
Impairment loss on investment		(7,357	)

Loss from Value-Added Fund	$	(7,946	)
BXP’s share of depreciation & amortization		726

BXP’s share of Funds from Operations (FFO)	$	(7,220	)

The Company’s Equity in the Value-Added Fund	$	19,476

(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.

Second 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 June 30, 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	8,202,687		19.0	%	834,062		1.7	%	9,036,749		25.8	%	0.7	%	21.4	%
Greater Washington	8,944,337	(5)	20.8	%	825,232		1.0	%	9,769,569	(5)	27.9	%	—		21.8	%
Greater San Francisco	4,977,781		11.4	%	—		—		4,977,781		14.2	%	—		11.4	%
Midtown Manhattan	8,862,735	(6)	42.6	%	—		—		8,862,735	(6)	25.3	%	—		42.6	%
Princeton/East Brunswick, NJ	2,333,151		2.8	%	—		—		2,333,151		6.7	%	—		2.8	%

	33,320,691		96.6	%	1,659,294		2.7	%	34,979,985		100.0	%	0.7	%	100.0	%

% of Total	95.3	%			4.7	%			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	15.4	%	6.0	%	21.4	%

Greater Washington	9.6	%	12.2	%	21.8	%
Greater San Francisco	9.2	%	2.2	%	11.4	%
Midtown Manhattan	42.6	%	—		42.6	%

Princeton/East Brunswick, NJ	—		2.8	%	2.8	%

Total	76.8	%	23.2	%	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	36,151	11,518,243

(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, 321,943 square feet at 505 9th Street, N.W. which is 50% owned by Boston Properties, 117,599 square feet at Annapolis Junction which is 50% owned by Boston Properties and 299,136 square feet at Wisconsin Place which is 66.67% 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, 634,801 square feet at Two Grand Central Tower and 286,540 square feet at 540 Madison Avenue, each of which is 60% owned by Boston Properties.

Boston Properties, Inc.

Second Quarter 2009

In-Service Property Listing

as of June 30, 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	1,192,560	96.4	%	$	43.86	N	CBD
	111 Huntington Avenue - The Prudential Center	CBD Boston MA	1	859,642	99.6	%		63.07	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	510,035	98.5	%		69.35	N	CBD
	Shaws Supermarket at the Prudential Center	CBD Boston MA	1	57,235	100.0	%		49.37	N	CBD
	One Cambridge Center	East Cambridge MA	1	215,385	75.7	%		41.04	N	CBD
	Three Cambridge Center	East Cambridge MA	1	108,152	45.5	%		20.27	N	CBD
	Four Cambridge Center	East Cambridge MA	1	198,723	88.9	%		42.99	N	CBD
	Five Cambridge Center	East Cambridge MA	1	240,480	100.0	%		46.18	N	CBD
	Eight Cambridge Center	East Cambridge MA	1	177,226	100.0	%		40.50	Y	CBD
	Ten Cambridge Center	East Cambridge MA	1	152,664	100.0	%		40.44	N	CBD
	Eleven Cambridge Center	East Cambridge MA	1	79,616	100.0	%		48.45	N	CBD
	University Place	Mid-Cambridge MA	1	195,282	100.0	%		38.89	Y	CBD
	Reservoir Place	Route 128 Mass Turnpike MA	1	526,386	92.1	%		31.41	N	S
	Reservoir Place North	Route 128 Mass Turnpike MA	1	73,258	100.0	%		37.16	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	299,944	90.2	%		34.66	N	S
(2)	77 CityPoint	Route 128 Mass Turnpike MA	1	209,707	100.0	%		42.83	N	S
(3)	Waltham Office Center	Route 128 Mass Turnpike MA	3	129,262	24.7	%		14.75	N	S
	195 West Street	Route 128 Mass Turnpike MA	1	63,500	100.0	%		36.51	N	S
	200 West Street	Route 128 Mass Turnpike MA	1	248,311	82.8	%		33.02	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	86.5	%		24.90	Y	S
	Bedford Business Park	Route 128 Northwest MA	1	92,207	100.0	%		26.62	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	%		28.43	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	166,359	79.4	%		26.55	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	%		20.69	N	S
	Quorum Office Park	Route 128 Northwest MA	2	259,918	100.0	%		24.05	N	S

			42	8,202,687	93.7	%	$	41.68

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	%		20.25	N	S
	17 Hartwell Avenue	Route 128 Northwest MA	1	30,000	100.0	%		15.25	N	S
	164 Lexington Road	Route 128 Northwest MA	1	64,140	0.0	%		—	N	S

			7	834,062	72.3	%	$	44.52


		Total Greater Boston:	49	9,036,749	91.7	%	$	41.89

(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.

Second Quarter 2009

In-Service Property Listing (continued)

as of June 30, 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	%	$	47.99	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	%		52.17	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	98.3	%		57.53	Y	CBD
	505 9th Street, N.W. (50% ownership)	CBD Washington DC	1	321,943	96.0	%		60.91	Y	CBD
	901 New York Avenue (25% ownership)	CBD Washington DC	1	539,229	99.4	%		59.15	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	%		45.10	Y	CBD
(2)	Annapolis Junction (50% ownership)	Arundel County, MD	1	117,599	55.7	%		140.53	Y	S
	Montvale Center	Montgomery County MD	1	123,289	80.0	%		26.97	Y	S
(2)	One Preserve Parkway	Montgomery County MD	1	183,789	20.0	%		37.78	N	S
	2600 Tower Oaks Boulevard	Montgomery County MD	1	178,917	72.7	%		41.36	N	S
(2)	Wisconsin Place (66.67% ownership)	Montgomery County MD	1	299,136	90.9	%		45.05	Y	S
	Kingstowne One	Fairfax County VA	1	150,838	100.0	%		35.97	Y	S
	Kingstowne Two	Fairfax County VA	1	156,251	98.2	%		36.92	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	94.2	%		42.07	Y	S
	Two Freedom Square	Fairfax County VA	1	421,253	99.8	%		44.97	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	96.2	%		32.05	N	S
	One and Two Discovery Square	Fairfax County VA	2	366,990	100.0	%		46.33	N	S
	New Dominion Technology Park - Building One	Fairfax County VA	1	235,201	100.0	%		33.01	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	89.3	%		44.50	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

			35	8,944,337	95.2	%	$	45.08

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	%		20.91	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	%		19.13	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	%	$	18.95


		Total Greater Washington:	48	9,769,569	94.9	%	$	42.95

(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.

Second Quarter 2009

In-Service Property Listing continued

as of June 30, 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	1,039,111	97.4	%	$	79.43	Y	CBD
601 Lexington Avenue (formerly Citigroup Center)	Park Avenue NY	1	1,610,272	90.4	%		82.10	Y	CBD
399 Park Avenue	Park Avenue NY	1	1,710,969	75.8	%		85.81	N	CBD
Times Square Tower	Times Square NY	1	1,242,638	97.3	%		69.05	N	CBD
(2) General Motors Building (60% ownership)	Plaza District NY	1	1,773,952	97.1	%		111.88	Y	CBD
(2) 125 West 55th Street (60% ownership)	Sixth/Rock Center NY	1	564,452	100.0	%		75.17	Y	CBD
(2) Two Grand Central Tower (60% ownership)	Grand Central District NY	1	634,801	95.1	%		55.04	Y	CBD
(2) 540 Madison Avenue (60% ownership)	5th/Madison District NY	1	286,540	90.2	%		100.36	Y	CBD

	Total Midtown Manhattan:	8	8,862,735	91.6	%	$	84.83


Princeton/East Brunswick, NJ
Office
101 Carnegie Center	Princeton NJ	1	123,659	100.0	%	$	29.80	N	S
104 Carnegie Center	Princeton NJ	1	102,830	97.2	%		35.60	N	S
105 Carnegie Center	Princeton NJ	1	69,955	55.3	%		29.79	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	%		35.55	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	%		36.99	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	152,606	77.8	%		32.75	Y	S
302 Carnegie Center	Princeton NJ	1	64,926	100.0	%		35.72	N	S
502 Carnegie Center	Princeton NJ	1	118,473	100.0	%		36.33	N	S
504 Carnegie Center	Princeton NJ	1	121,990	100.0	%		33.52	N	S
506 Carnegie Center	Princeton NJ	1	145,213	100.0	%		32.38	N	S
508 Carnegie Center	Princeton NJ	1	128,662	57.8	%		32.09	N	S
510 Carnegie Center	Princeton NJ	1	234,160	100.0	%		29.16	N	S

		15	1,919,474	91.5	%	$	33.52


One Tower Center	East Brunswick NJ	1	413,677	40.8	%	$	32.72	N	S

		1	413,677	40.8	%	$	32.72


	Total Princeton/East Brunswick, NJ:	16	2,333,151	82.5	%	$	33.45


Greater San Francisco
Office
Embarcadero Center One	CBD San Francisco CA	1	833,904	85.0	%	$	49.11	N	CBD
Embarcadero Center Two	CBD San Francisco CA	1	778,450	98.0	%		52.74	N	CBD
Embarcadero Center Three	CBD San Francisco CA	1	775,086	85.3	%		43.56	N	CBD
Embarcadero Center Four	CBD San Francisco CA	1	936,561	94.7	%		62.68	Y	CBD

		4	3,324,001	90.9	%	$	52.74


611 Gateway	South San Francisco CA	1	256,302	100.0	%	$	33.79	N	S
601 and 651 Gateway	South San Francisco CA	2	506,083	93.1	%		32.13	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	%		15.99	N	S
3200 Zanker Road	San Jose CA	4	543,900	100.0	%		14.72	N	S

		13	1,653,780	94.5	%	$	25.02


	Total Greater San Francisco:	17	4,977,781	92.1	%	$	43.25


	Total In-Service Properties:	138	34,979,985	92.0	%	$	52.72

(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.

Second 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	1,823,346	(1)	5.21	%
2 Lockheed Martin	1,292,429		3.69	%
3 Citibank	1,085,570	(2)	3.10	%
4 Genentech	546,750	(3)	1.56	%
5 Kirkland & Ellis	511,716	(4)	1.46	%
6 Procter & Gamble (Gillette)	484,051		1.38	%
7 Shearman & Sterling	472,808		1.35	%
8 Weil Gotshal Manges	456,744	(5)	1.31	%
9 O’Melveny & Myers	446,039		1.28	%
10 Parametric Technology	380,987		1.09	%
11 Finnegan Henderson Farabow	356,195	(6)	1.02	%
12 Accenture	354,854		1.01	%
13 Ann Taylor	338,942		0.97	%
14 Northrop Grumman	327,677		0.94	%
15 Biogen Idec	321,564		0.92	%
16 Washington Group International	299,079		0.86	%
17 Aramis (Estee Lauder)	295,610	(7)	0.85	%
18 Bingham McCutchen	291,415		0.83	%
19 Akin Gump Strauss Hauer & Feld	290,132		0.83	%
20 Macquarie Holdings	286,288	(8)	0.82	%


Total % of Portfolio Square Feet			30.48	%
Total % of Portfolio Revenue			31.56	%

Notable Signed Deals (9)


Tenant	Property	Sq. Ft.
Ropes & Gray LLP	Prudential Tower (10)	479,000
Wellington Management	Atlantic Wharf (formerly Russia Wharf)	454,000
Biogen Idec	Weston Corporate Center	356,367
Hunton & Williams LLP	2200 Pennsylvania Avenue	189,806

(1)	Includes 116,353, 68,276 & 56,351 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)	Excludes 74,480 square feet of expansion space at 601 Gateway executed in the third quarter of 2009.

(4)	Includes 220,427 square feet of space in a property in which Boston Properties has a 51% interest.

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

(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)	Includes 261,387 square feet of space in a property in which Boston Properties has a 60% interest.

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

(10)	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.

Second 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	1,420,337	$	55,882,544	$	39.34	$	56,006,281	$	39.43	4.47	%
2010	2,812,917		116,988,665		41.59		119,044,261		42.32	8.84	%
2011	3,124,521		150,273,952		48.10		153,278,851		49.06	9.82	%
2012	2,884,967		143,510,611		49.74		147,204,722		51.02	9.07	%
2013	1,159,901		56,105,523		48.37		58,415,128		50.36	3.65	%
2014	2,684,107		109,086,631		40.64		120,665,244		44.96	8.44	%
2015	1,948,666		90,898,965		46.65		112,052,004		57.50	6.13	%
2016	2,208,731		111,006,936		50.26		121,025,374		54.79	6.94	%
2017	2,865,053		199,968,370		69.80		215,715,418		75.29	9.01	%
2018	514,272		38,771,483		75.39		44,003,749		85.57	1.62	%
Thereafter	7,459,351		459,350,115		61.58		565,775,786		75.85	23.45	%

Occupancy By Location (3)


	CBD				Suburban				Total
Location	30-Jun-09		30-Jun-08		30-Jun-09		30-Jun-08		30-Jun-09		30-Jun-08
Midtown Manhattan	91.6	%	99.8	%	n/a		n/a		91.6	%	99.8	%
Greater Boston	95.8	%	96.7	%	91.2	%	92.8	%	93.7	%	95.0	%
Greater Washington	98.8	%	99.6	%	92.0	%	98.1	%	95.2	%	98.8	%
Greater San Francisco	91.0	%	90.9	%	94.6	%	94.9	%	92.1	%	92.1	%
Princeton/East Brunswick, NJ	n/a		n/a		82.5	%	82.2	%	82.5	%	82.2	%

Total Portfolio	93.9	%	97.4	%	90.3	%	92.7	%	92.5	%	95.6	%

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

Boston Properties, Inc.

Second 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		3,916,093		18.07		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		4,595,583		17.81		4,932,659		19.12	15.55	%
2015	23,439		454,154		19.38		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	30-Jun-09		30-Jun-08		30-Jun-09		30-Jun-08		30-Jun-09		30-Jun-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.

Second 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	38,613	$	2,942,719	$	76.21	$	2,989,639	$	77.43	2.55	%
2010	57,949		3,808,572		65.72		3,793,451		65.46	3.83	%
2011	75,125		5,521,278		73.49		5,655,228		75.28	4.97	%
2012	147,801		9,782,444		66.19		10,062,951		68.08	9.77	%
2013	72,577		6,217,541		85.67		6,295,957		86.75	4.80	%
2014	48,451		4,577,301		94.47		4,890,000		100.93	3.20	%
2015	143,192		11,551,581		80.67		14,214,915		99.27	9.47	%
2016	135,520		21,754,070		160.52		14,706,684		108.52	8.96	%
2017	106,895		6,828,558		63.88		7,353,165		68.79	7.07	%
2018	234,673		11,226,523		47.84		11,690,258		49.82	15.51	%
Thereafter	451,868		26,954,504		59.65		33,850,428		74.91	29.87	%

(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.

Second 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	1,644,845	$	63,000,157	$	38.30	$	63,170,813	$	38.41	4.7	%
2010	3,087,642		124,713,330		40.39		126,883,880		41.09	8.8	%
2011	3,256,967		156,734,289		48.12		159,873,138		49.09	9.3	%
2012	3,165,588		156,227,137		49.35		160,213,450		50.61	9.0	%
2013	1,239,957		62,468,690		50.38		64,865,573		52.31	3.5	%
2014	2,990,578		118,259,515		39.54		130,487,903		43.63	8.5	%
2015	2,115,297		102,904,701		48.65		126,778,751		59.93	6.0	%
2016	2,569,783		151,485,212		58.95		154,756,221		60.22	7.3	%
2017	2,971,948		206,796,927		69.58		223,068,583		75.06	8.5	%
2018	748,945		49,998,006		66.76		55,694,007		74.36	2.1	%
Thereafter	8,148,995		491,118,577		60.27		604,759,060		74.21	23.3	%

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	91.6	%	99.8	%	n/a		n/a		91.6	%	99.8	%
Greater Boston	96.1	%	96.9	%	86.8	%	88.0	%	91.7	%	92.8	%
Greater Washington	98.8	%	99.6	%	92.0	%	96.9	%	94.9	%	98.1	%
Greater San Francisco	91.0	%	90.9	%	94.6	%	94.9	%	92.1	%	92.1	%
Princeton/East Brunswick, NJ	n/a		n/a		82.5	%	82.2	%	82.5	%	82.2	%

Total Portfolio	93.9	%	97.4	%	89.0	%	91.0	%	92.0	%	94.9	%

(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.

Second 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	485,472	$	16,376,759	$	33.73	$	16,376,759	$	33.73	—	$	—	$	—	$	—	$	—
2010	669,191		23,871,370		35.67		24,528,290		36.65	36,528		806,102		22.07		897,422		24.57
2011	1,262,239		56,117,431		44.46		57,477,405		45.54	—		—		—		—		—
2012	1,094,087		41,804,284		38.21		42,649,153		38.98	67,362		1,662,011		24.67		1,662,011		24.67
2013	441,340		19,065,050		43.20		20,137,078		45.63	—		—		—		—		—
2014	680,579		28,141,463		41.35		28,451,948		41.81	30,000		457,500		15.25		457,500		15.25
2015	453,337		16,671,629		36.78		18,594,517		41.02	—		—		—		—		—
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	321,279		14,458,947		45.00		16,851,679		52.45	—		—		—		—		—
2018	2,291		63,954		27.92		68,536		29.92	—		—		—		—		—
Thereafter	1,194,207		51,311,059		42.97		76,865,080		64.36	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	10,802	$	1,595,944	$	147.75	$	1,642,864	$	152.09	(3)	496,274	$	17,972,703	$	36.22	$	18,019,623	$	36.31
2010	11,581		1,631,603		140.89		1,600,523		138.20	(4)	717,300		26,309,075		36.68		27,026,235		37.68
2011	18,414		2,143,594		116.41		2,197,974		119.36		1,280,653		58,261,025		45.49		59,675,379		46.60
2012	61,450		2,324,654		37.83		2,324,654		37.83		1,222,899		45,790,949		37.44		46,635,818		38.14
2013	28,464		3,611,477		126.88		3,596,940		126.37		469,804		22,676,528		48.27		23,734,018		50.52
2014	16,269		2,021,864		124.28		2,090,539		128.50		726,848		30,620,827		42.13		30,999,987		42.65
2015	70,221		5,263,052		74.95		5,505,069		78.40		523,558		21,934,681		41.90		24,099,586		46.03
2016	14,617		1,822,153		124.66		1,914,896		131.00		511,245		29,165,400		57.05		30,608,944		59.87
2017	43,745		2,760,421		63.10		2,933,132		67.05		365,024		17,219,368		47.17		19,784,811		54.20
2018	178,454		7,956,145		44.58		8,028,708		44.99		180,745		8,020,099		44.37		8,097,244		44.80
Thereafter	221,029		9,656,982		43.69		11,536,233		52.19		1,653,012		65,781,999		39.80		93,534,159		56.58

(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.

(3)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $54.86 per square foot and $54.86 per square foot in 2009.

(4)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $62.91 per square foot and $62.91 per square foot in 2010.

Boston Properties, Inc.

Second 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	—		—		—		—		—	—		—		—		—		—
Q3 2009	243,835		7,205,561		29.55		7,205,561		29.55	—		—		—		—		—
Q4 2009	241,637		9,171,198		37.95		9,171,198		37.95	—		—		—		—		—

Total 2009	485,472	$	16,376,759	$	33.73	$	16,376,759	$	33.73	—	$	—	$	—	$	—	$	—

Q1 2010	44,354	$	1,531,372	$	34.53	$	1,531,372	$	34.53	—	$	—	$	—	$	—	$	—
Q2 2010	257,594		8,294,425		32.20		8,314,265		32.28	—		—		—		—		—
Q3 2010	142,167		5,683,315		39.98		6,228,161		43.81	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	669,191	$	23,871,370	$	35.67	$	24,528,290	$	36.65	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	—		—		—		—		—		—		—		—		—		—
Q3 2009	6,687		983,587		147.09		980,587		146.64		250,522		8,189,148		32.69		8,186,148		32.68
Q4 2009	4,115		612,356		148.81		662,276		160.94		245,752		9,783,555		39.81		9,833,475		40.01

Total 2009	10,802	$	1,595,944	$	147.75	$	1,642,864	$	152.09	(3)	496,274	$	17,972,703	$	36.22	$	18,019,623	$	36.31

Q1 2010	7,992	$	967,896.36	$	121.11		936,816	$	117.22		52,346	$	2,499,269	$	47.75	$	2,468,189	$	47.15
Q2 2010	3,585		415,810		115.99		415,810		115.99		261,179		8,710,235		33.35		8,730,075		33.43
Q3 2010	2		159,800		79,900.02		159,800		79,900.02		178,697		6,649,217		37.21		7,285,383		40.77
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	11,581	$	1,631,603	$	140.89	$	1,600,523	$	138.20	(4)	717,300	$	26,309,075	$	36.68	$	27,026,235	$	37.68

(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 $54.86 per square foot and $54.86 per square foot in 2009.

(4)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $62.91 per square foot and $62.91 per square foot in 2010.

Boston Properties, Inc.

Second 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	623,846	$	22,897,409	$	36.70	$	22,904,034	$	36.71	185,895	$	4,174,893	$	22.46	$	4,174,893	$	22.46
2010	793,072		37,067,477		46.74		37,267,477		46.99	180,248		3,109,992		17.25		3,148,747		17.47
2011	764,874		30,436,698		39.79		31,547,083		41.24	57,321		939,059		16.38		939,059		16.38
2012	877,386		37,413,494		42.64		38,967,865		44.41	65,458		1,272,071		19.43		1,283,766		19.61
2013	177,174		8,843,825		49.92		9,334,131		52.68	7,479		145,626		19.47		154,488		20.66
2014	701,764		25,150,124		35.84		33,129,832		47.21	228,020		4,138,083		18.15		4,475,159		19.63
2015	602,924		27,999,304		46.44		31,473,003		52.20	23,439		454,154		19.38		511,832		21.84
2016	271,687		10,973,328		40.39		12,802,040		47.12	—		—		—		—		—
2017	805,237		43,953,523		54.58		48,156,140		59.80	—		—		—		—		—
2018	288,337		14,160,916		49.11		17,268,298		59.89	—		—		—		—		—
Thereafter	2,279,020		108,137,704		47.45		135,580,969		59.49	—		—		—		—		—


	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	830,770	$	28,082,525	$	33.80	$	28,089,150	$	33.81
2010	11,991		590,022		49.21		596,764		49.77	985,311		40,767,491		41.38		41,012,988		41.62
2011	18,533		698,437		37.69		706,911		38.14	840,728		32,074,194		38.15		33,193,053		39.48
2012	11,984		507,732		42.37		530,403		44.26	954,828		39,193,297		41.05		40,782,034		42.71
2013	8,199		407,315		49.68		437,382		53.35	192,852		9,396,765		48.73		9,926,001		51.47
2014	7,827		391,716		50.05		422,566		53.99	937,611		29,679,923		31.65		38,027,557		40.56
2015	26,300		1,207,518		45.91		1,326,738		50.45	652,663		29,660,975		45.45		33,311,573		51.04
2016	17,696		902,460		51.00		1,007,443		56.93	289,383		11,875,788		41.04		13,809,482		47.72
2017	24,412		1,045,713		42.84		1,187,104		48.63	829,649		44,999,236		54.24		49,343,244		59.47
2018	38,423		2,268,830		59.05		2,594,738		67.53	326,760		16,429,746		50.28		19,863,036		60.79
Thereafter	135,688		4,890,627		36.04		6,033,001		44.46	2,414,708		113,028,331		46.81		141,613,970		58.65

(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.

Second 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	—		—		—		—		—	—		—		—		—		—
Q3 2009	208,167		6,608,250		31.74		6,608,250		31.74	154,835		3,532,023		22.81		3,532,023		22.81
Q4 2009	415,679		16,289,159		39.19		16,295,784		39.20	31,060		642,871		20.70		642,871		20.70

Total 2009	623,846	$	22,897,409	$	36.70	$	22,904,034	$	36.71	185,895	$	4,174,893	$	22.46	$	4,174,893	$	22.46


Q1 2010	147,861	$	7,236,217	$	48.94	$	7,240,117	$	48.97	—	$	—	$	—	$	—	$	—
Q2 2010	458,131		20,389,918		44.51		20,398,545		44.53	146,848		2,443,353		16.64		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	169,853		8,765,955		51.61		8,936,758		52.61	—		—		—		—		—

Total 2010	793,072	$	37,067,477	$	46.74	$	37,267,477	$	46.99	180,248	$	3,109,992	$	17.25	$	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	—		—		—		—		—	—		—		—		—		—
Q3 2009	21,021		1,010,183		48.06		1,010,183		48.06	384,023		11,150,455		29.04		11,150,455		29.04
Q4 2009	8		40		5.00		40		5.00	446,747		16,932,070		37.90		16,938,695		37.92

Total 2009	21,029	$	1,010,223	$	48.04	$	1,010,223	$	48.04	830,770	$	28,082,525	$	33.80	$	28,089,150	$	33.81


Q1 2010	1,130	$	70,179	$	62.10	$	70,179	$	62.10	148,991	$	7,306,396	$	49.04	$	7,310,295	$	49.07
Q2 2010	—		—		—		—		—	604,979		22,833,271		37.74		22,864,546		37.79
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	180,714		9,285,799		51.38		9,463,343		52.37

Total 2010	11,991	$	590,022	$	49.21	$	596,764	$	49.77	985,311	$	40,767,491	$	41.38	$	41,012,988	$	41.62

(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.

Second 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	128,939	$	5,401,090	$	41.89	$	5,460,226	$	42.35	—	$	—	$	—	$	—	$	—
2010	742,342		18,269,140		24.61		18,621,032		25.08	—		—		—		—		—
2011	399,333		26,123,718		65.42		26,485,343		66.32	—		—		—		—		—
2012	258,656		13,075,294		50.55		13,844,527		53.52	—		—		—		—		—
2013	225,346		9,973,495		44.26		10,409,761		46.19	—		—		—		—		—
2014	473,375		18,751,589		39.61		19,766,696		41.76	—		—		—		—		—
2015	357,074		13,154,653		36.84		14,759,371		41.33	—		—		—		—		—
2016	968,963		39,202,421		40.46		41,979,778		43.32	—		—		—		—		—
2017	182,167		8,385,676		46.03		8,884,350		48.77	—		—		—		—		—
2018	58,268		3,530,807		60.60		3,982,579		68.35	—		—		—		—		—
Thereafter	514,750		28,175,094		54.74		31,282,920		60.77	—		—		—		—		—

	Retail									Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2009	5,881	$	203,828	$	34.66	$	203,828	$	34.66	134,820	$	5,604,918	$	41.57	$	5,664,054	$	42.01
2010	34,377		1,586,946		46.16		1,596,164		46.43	776,719		19,856,086		25.56		20,217,196		26.03
2011	22,048		987,393		44.78		1,001,625		45.43	421,381		27,111,111		64.34		27,486,968		65.23
2012	35,001		2,496,255		71.32		2,672,684		76.36	293,657		15,571,549		53.03		16,517,211		56.25
2013	34,232		2,032,588		59.38		2,077,532		60.69	259,578		12,006,084		46.25		12,487,292		48.11
2014	12,987		830,140		63.92		874,176		67.31	486,362		19,581,728		40.26		20,640,872		42.44
2015	34,183		1,764,302		51.61		1,905,680		55.75	391,257		14,918,955		38.13		16,665,050		42.59
2016	11,826		649,496		54.92		700,482		59.23	980,789		39,851,917		40.63		42,680,260		43.52
2017	12,053		682,815		56.65		739,461		61.35	194,220		9,068,491		46.69		9,623,811		49.55
2018	16,919		899,604		53.17		940,770		55.60	75,187		4,430,410		58.93		4,923,349		65.48
Thereafter	8,958		575,646		64.26		570,363		63.67	523,708		28,750,740		54.90		31,853,282		60.82

(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.

Second 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	—		—		—		—		—	—		—		—		—		—
Q3 2009	57,479		1,931,373		33.60		1,990,509		34.63	—		—		—		—		—
Q4 2009	71,460		3,469,718		48.55		3,469,718		48.55	—		—		—		—		—

Total 2009	128,939	$	5,401,090	$	41.89	$	5,460,226	$	42.35	—	$	—	$	—	$	—	$	—


Q1 2010	8,186	$	304,359	$	37.18	$	304,359	$	37.18	—	$	—	$	—	$	—	$	—
Q2 2010	53,844		2,297,254		42.66		2,300,686		42.73	—		—		—		—		—
Q3 2010	58,456		4,489,827		76.81		4,616,068		78.97	—		—		—		—		—
Q4 2010	621,856		11,177,700		17.97		11,399,919		18.33	—		—		—		—		—

Total 2010	742,342	$	18,269,140	$	24.61	$	18,621,032	$	25.08	—	$	—	$	—	$	—	$	—


	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	—		—		—		—		—	—		—		—		—		—
Q3 2009	980		55,456		56.59		55,456		56.59	58,459		1,986,828		33.99		2,045,964		35.00
Q4 2009	4,901		148,372		30.27		148,372		30.27	76,361		3,618,090		47.38		3,618,090		47.38

Total 2009	5,881	$	203,828	$	34.66	$	203,828	$	34.66	134,820	$	5,604,918	$	41.57	$	5,664,054	$	42.01


Q1 2010	4,083	$	187,075	$	45.82	$	187,075	$	45.82	12,269	$	491,433	$	40.05	$	491,433		40.05
Q2 2010	420		41,161		98.00		41,161		98.00	54,264		2,338,415		43.09		2,341,847		43.16
Q3 2010	3,087		204,227		66.16		204,227		66.16	61,543		4,694,054		76.27		4,820,294		78.32
Q4 2010	26,787		1,154,484		43.10		1,163,702		43.44	648,643		12,332,184		19.01		12,563,621		19.37

Total 2010	34,377	$	1,586,946	$	46.16	$	1,596,164	$	46.43	776,719	$	19,856,086	$	25.56	$	20,217,196	$	26.03

(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.

Second 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	92,627	$	7,785,305	$	84.05	$	7,843,280	$	84.68	—	$	—	$	—	$	—	$	—
2010	480,165		33,039,560		68.81		33,886,344		70.57	—		—		—		—		—
2011	251,844		21,884,569		86.90		21,975,327		87.26	—		—		—		—		—
2012	601,224		49,338,896		82.06		49,833,002		82.89	—		—		—		—		—
2013	125,448		11,777,600		93.88		11,796,672		94.04	—		—		—		—		—
2014	174,759		15,372,577		87.96		16,241,455		92.94	—		—		—		—		—
2015	381,179		28,345,777		74.36		42,085,549		110.41	—		—		—		—		—
2016	660,066		51,150,725		77.49		55,401,493		83.93	—		—		—		—		—
2017	1,435,260		129,175,419		90.00		137,305,459		95.67	—		—		—		—		—
2018	165,376		21,015,806		127.08		22,684,336		137.17	—		—		—		—		—
Thereafter	3,444,604		270,948,705		78.66		321,162,186		93.24	—		—		—		—		—

	Retail									Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2009	901	$	132,724	$	147.31	$	132,724	$	147.31	93,528	$	7,918,029	$	84.66	$	7,976,004	$	85.28
2010	—		—		—		—		—	480,165		33,039,560		68.81		33,886,344		70.57
2011	16,130		1,691,855		104.89		1,748,717		108.41	267,974		23,576,424		87.98		23,724,044		88.53
2012	39,366		4,453,803		113.14		4,535,210		115.21	640,590		53,792,698		83.97		54,368,212		84.87
2013	1,682		166,160		98.79		184,104		109.46	127,130		11,943,760		93.95		11,980,776		94.24
2014	11,368		1,333,582		117.31		1,502,718		132.19	186,127		16,706,159		89.76		17,744,173		95.33
2015	12,488		3,316,710		265.59		5,477,428		438.62	393,667		31,662,487		80.43		47,562,978		120.82
2016	91,381		18,379,961		201.14		11,083,863		121.29	751,447		69,530,686		92.53		66,485,356		88.48
2017	26,685		2,339,609		87.68		2,493,468		93.44	1,461,945		131,515,028		89.96		139,798,927		95.63
2018	877		101,944		116.24		126,042		143.72	166,253		21,117,750		127.02		22,810,378		137.20
Thereafter	86,193		11,831,249		137.26		15,710,831		182.28	3,530,797		282,779,954		80.09		336,873,017		95.41

(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.

Second 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	—		—		—		—		—	—		—		—		—		—
Q3 2009	47,687		3,751,256		78.66		3,751,256		78.66	—		—		—		—		—
Q4 2009	44,940		4,034,049		89.77		4,092,025		91.06	—		—		—		—		—

Total 2009	92,627	$	7,785,305	$	84.05	$	7,843,280	$	84.68	—	$	—	$	—	$	—	$	—


Q1 2010	182,682	$	12,874,548	$	70.48	$	12,940,837	$	70.84	—	$	—	$	—	$	—	$	—
Q2 2010	28,067		1,356,952		48.35		1,555,532		55.42	—		—		—		—		—
Q3 2010	147,796		8,662,176		58.61		9,230,127		62.45	—		—		—		—		—
Q4 2010	121,620		10,145,885		83.42		10,159,848		83.54	—		—		—		—		—

Total 2010	480,165	$	33,039,560	$	68.81	$	33,886,344	$	70.57	—	$	—	$	—	$	—	$	—


	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	—		—		—		—		—	—		—		—		—		—
Q3 2009	658		52,815		80.27		52,815		80.27	48,345		3,804,070		78.69		3,804,070		78.69
Q4 2009	243		79,909		328.84		79,909		328.84	45,183		4,113,958		91.05		4,171,934		92.33

Total 2009	901	$	132,724	$	147.31	$	132,724	$	147.31	93,528	$	7,918,029	$	84.66	$	7,976,004	$	85.28

Q1 2010	—	$	—	$	—	$	—	$	—	182,682	$	12,874,548	$	70.48	$	12,940,837	$	70.84
Q2 2010	—		—		—		—		—	28,067		1,356,952		48.35		1,555,532		55.42
Q3 2010	—		—		—		—		—	147,796		8,662,176		58.61		9,230,127		62.45
Q4 2010	—		—		—		—		—	121,620		10,145,885		83.42		10,159,848		83.54

Total 2010	—	$	—	$	—	$	—	$	—	480,165	$	33,039,560	$	68.81	$	33,886,344	$	70.57

(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.

Second 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	89,453	$	3,421,981	$	38.25	$	3,421,981	$	38.25	—	$	—	$	—	$	—	$	—
2010	128,147		4,741,118		37.00		4,741,118		37.00	—		—		—		—		—
2011	446,231		15,711,536		35.21		15,793,694		35.39	—		—		—		—		—
2012	53,614		1,878,644		35.04		1,910,175		35.63	—		—		—		—		—
2013	190,593		6,445,553		33.82		6,737,486		35.35	—		—		—		—		—
2014	653,630		21,670,878		33.15		23,075,314		35.30	—		—		—		—		—
2015	154,152		4,727,602		30.67		5,139,564		33.34	—		—		—		—		—
2016	36,919		1,061,421		28.75		1,172,178		31.75	—		—		—		—		—
2017	121,110		3,994,804		32.98		4,517,790		37.30	—		—		—		—		—
2018	—		—		—		—		—	—		—		—		—		—
Thereafter	26,770		777,552		29.05		884,632		33.05	—		—		—		—		—

	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	—	$	—	$	—	$	—	$	—	89,453	$	3,421,981	$	38.25	$	3,421,981	$	38.25
2010	—		—		—		—		—	128,147		4,741,118		37.00		4,741,118		37.00
2011	—		—		—		—		—	446,231		15,711,536		35.21		15,793,694		35.39
2012	—		—		—		—		—	53,614		1,878,644		35.04		1,910,175		35.63
2013	—		—		—		—		—	190,593		6,445,553		33.82		6,737,486		35.35
2014	—		—		—		—		—	653,630		21,670,878		33.15		23,075,314		35.30
2015	—		—		—		—		—	154,152		4,727,602		30.67		5,139,564		33.34
2016	—		—		—		—		—	36,919		1,061,421		28.75		1,172,178		31.75
2017	—		—		—		—		—	121,110		3,994,804		32.98		4,517,790		37.30
2018	—		—		—		—		—	—		—		—		—		—
Thereafter	—		—		—		—		—	26,770		777,552		29.05		884,632		33.05

(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.

Second 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	—		—		—		—		—	—		—		—		—		—
Q3 2009	29,257		1,255,210		42.90		1,255,210		42.90	—		—		—		—		—
Q4 2009	60,196		2,671,550		44.38		2,671,550		44.38	—		—		—		—		—

Total 2009	89,453	$	3,926,761	$	43.90	$	3,926,761	$	43.90	—	$	—	$	—	$	—	$	—


Q1 2010	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2010	11,901		390,058		32.78		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	$	4,741,118	$	37.00	$	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	—		—		—		—		—	—		—		—		—		—
Q3 2009	—		—		—		—		—	29,257		1,255,210		42.90		1,255,210		42.90
Q4 2009	—		—		—		—		—	60,196		2,671,550		44.38		2,671,550		44.38

Total 2009	—	$	—	$	—	$	—	$	—	89,453	$	3,926,761	$	43.90	$	3,926,761	$	43.90


Q1 2010	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2010	—		—		—		—		—	11,901		390,058		32.78		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	$	4,741,118	$	37.00	$	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.

Second 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	109,921	$	5,856,193	$	53.28	$	5,903,113	$	53.70	346,599	$	13,431,132	$	38.75	$	13,437,757	$	38.77
2010	195,396		9,274,411		47.46		9,760,606		49.95	339,519		17,554,282		51.70		17,729,087		52.22
2011	783,009		44,494,006		56.82		45,705,835		58.37	132,565		7,423,452		56.00		7,687,406		57.99
2012	439,309		20,884,110		47.54		20,997,867		47.80	169,638		7,581,855		44.69		7,668,742		45.21
2013	297,208		17,590,942		59.19		18,190,050		61.20	34,179		1,653,570		48.38		1,780,327		52.09
2014	530,494		25,114,437		47.34		25,273,255		47.64	283,280		9,632,039		34.00		15,957,862		56.33
2015	309,531		15,245,409		49.25		16,357,220		52.85	339,429		19,044,738		56.11		21,231,898		62.55
2016	296,421		22,404,071		75.58		23,049,299		77.76	138,017		6,395,359		46.34		7,259,815		52.60
2017	211,425		12,313,457		58.24		14,164,713		67.00	753,605		41,434,792		54.98		45,075,464		59.81
2018	178,454		7,956,145		44.58		8,028,708		44.99	66,223		4,154,488		62.73		4,848,048		73.21
Thereafter	1,150,433		50,021,167		43.48		76,486,053		66.48	1,538,345		79,921,659		51.95		104,297,334		67.80

	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	93,528	$	7,918,029	$	84.66	$	7,976,004	$	85.28	87,583	$	4,028,524	$	46.00	$	4,087,660	$	46.67
2010	480,165		33,039,560		68.81		33,886,344		70.57	194,181		10,743,711		55.33		10,877,880		56.02
2011	267,974		23,576,424		87.98		23,724,044		88.53	328,617		25,106,744		76.40		25,312,493		77.03
2012	640,590		53,792,698		83.97		54,368,212		84.87	266,816		14,672,406		54.99		15,544,754		58.26
2013	127,130		11,943,760		93.95		11,980,776		94.24	223,105		11,049,942		49.53		11,443,024		51.29
2014	186,127		16,706,159		89.76		17,744,173		95.33	230,060		10,920,360		47.47		11,395,135		49.53
2015	393,667		31,662,487		80.43		47,562,978		120.82	167,668		7,821,471		46.65		8,426,255		50.26
2016	751,447		69,530,686		92.53		66,485,356		88.48	852,401		36,727,995		43.09		38,997,800		45.75
2017	1,461,945		131,515,028		89.96		139,798,927		95.63	194,220		9,068,491		46.69		9,623,811		49.55
2018	166,253		21,117,750		127.02		22,810,378		137.20	75,187		4,430,410		58.93		4,923,349		65.48
Thereafter	3,530,797		282,779,954		80.09		336,873,017		95.41	523,708		28,750,740		54.90		31,853,282		60.82

	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.

Boston Properties, Inc.

Second Quarter 2009

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	386,353	$	12,116,510	$	31.36	$	12,116,510	$	31.36	484,171	$	14,651,393	$	30.26	$	14,651,393	$	30.26
2010	521,904		17,034,664		32.64		17,265,630		33.08	645,792		23,213,209		35.95		23,283,901		36.05
2011	497,644		13,767,018		27.66		13,969,544		28.07	708,163		24,650,741		34.81		25,505,647		36.02
2012	783,590		24,906,839		31.79		25,637,952		32.72	785,190		31,611,442		40.26		33,113,292		42.17
2013	172,596		5,085,586		29.47		5,543,968		32.12	158,673		7,743,196		48.80		8,145,673		51.34
2014	196,354		5,506,390		28.04		5,726,732		29.17	654,331		20,047,884		30.64		22,069,696		33.73
2015	214,027		6,689,271		31.25		7,742,366		36.17	313,234		10,616,237		33.89		12,079,675		38.56
2016	214,824		6,761,329		31.47		7,559,645		35.19	151,366		5,480,429		36.21		6,549,668		43.27
2017	153,599		4,905,911		31.94		5,620,098		36.59	76,044		3,564,444		46.87		4,267,780		56.12
2018	2,291		63,954		27.92		68,536		29.92	260,537		12,275,258		47.12		15,014,988		57.63
Thereafter	502,579		15,760,832		31.36		17,048,106		33.92	876,363		33,106,672		65.87		37,316,636		42.58

	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	—	$	—	$	—	$	—	$	—	47,237	$	1,576,395	$	33.37	$	1,576,395	$	33.37
2010	—		—		—		—		—	582,538		9,112,375		15.64		9,339,316		16.03
2011	—		—		—		—		—	92,764		2,004,367		21.61		2,174,475		23.44
2012	—		—		—		—		—	26,841		899,143		33.50		972,458		36.23
2013	—		—		—		—		—	36,473		956,142		26.22		1,044,269		28.63
2014	—		—		—		—		—	256,302		8,661,369		33.79		9,245,737		36.07
2015	—		—		—		—		—	223,589		7,097,484		31.74		8,238,795		36.85
2016	—		—		—		—		—	128,388		3,123,921		24.33		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	89,453	$	3,421,981	$	38.25	$	3,421,981	$	38.25	—	$	—	$	—	$	—	$	—
2010	128,147		4,741,118		37.00		4,741,118		37.00	—		—		—		—		—
2011	446,231		15,711,536		35.21		15,793,694		35.39	—		—		—		—		—
2012	53,614		1,878,644		35.04		1,910,175		35.63	—		—		—		—		—
2013	190,593		6,445,553		33.82		6,737,486		35.35	—		—		—		—		—
2014	653,630		21,670,878		33.15		23,075,314		35.30	—		—		—		—		—
2015	154,152		4,727,602		30.67		5,139,564		33.34	—		—		—		—		—
2016	36,919		1,061,421		28.75		1,172,178		31.75	—		—		—		—		—
2017	121,110		3,994,804		32.98		4,517,790		37.30	—		—		—		—		—
2018	—		—		—		—		—	—		—		—		—		—
Thereafter	26,770		777,552		29.05		884,632		33.05	—		—		—		—		—

(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.

Second Quarter 2009

HOTEL PERFORMANCE

Cambridge Center Marriott


	Second Quarter 2009			Second Quarter 2008			Percent Change		Year to Date 2009			Year To Date 2008			Percent Change
Occupancy		78.0	%		83.7	%	-6.8	%		73.6	%		76.2	%	-3.3	%
Average Daily Rate	$	195.51		$	236.58		-17.4	%	$	182.97		$	208.59		-12.3	%
Revenue per available room	$	152.59		$	197.94		-22.9	%	$	134.64		$	161.32		-16.5	%

OCCUPANCY ANALYSIS

Same Property Occupancy⁽¹⁾ - By Location


	CBD				Suburban				Total
Location	30-Jun-09		30-Jun-08		30-Jun-09		30-Jun-08		30-Jun-09		30-Jun-08
Greater Boston	96.1	%	96.9	%	86.2	%	88.0	%	91.6	%	92.8	%
Greater Washington	99.4	%	99.6	%	96.1	%	96.9	%	97.5	%	98.1	%
Midtown Manhattan	88.7	%	99.9	%	n/a		n/a		88.7	%	99.9	%
Princeton/East Brunswick, NJ	n/a		n/a		82.5	%	82.2	%	82.5	%	82.2	%
Greater San Francisco	91.0	%	90.9	%	94.6	%	94.9	%	92.1	%	92.1	%

Total Portfolio	93.4	%	97.2	%	90.2	%	91.0	%	92.1	%	94.7	%

Same Property Occupancy⁽¹⁾ - By Type of Property


	CBD				Suburban				Total
	30-Jun-09		30-Jun-08		30-Jun-09		30-Jun-08		30-Jun-09		30-Jun-08
Total Office Portfolio	93.3	%	97.2	%	91.7	%	92.7	%	92.7	%	95.4	%
Total Office/Technical Portfolio	100.0	%	100.0	%	77.9	%	77.9	%	81.9	%	81.9	%

Total Portfolio	93.4	%	97.2	%	90.2	%	91.0	%	92.1	%	94.7	%

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

Boston Properties, Inc.

Second Quarter 2009

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office		Office/Technical		Hotel (1)		Total
Number of Properties	106		20		1		127
Square feet	28,391,436		1,659,294		330,400		30,381,130
Percent of in-service properties	85.2	%	100.0	%	100.0	%	86.0	%
Occupancy @ 06/30/08	95.4	%	81.9	%	—		94.7	%
Occupancy @ 06/30/09	92.7	%	81.9	%	—		92.1	%
Percent change from 2nd quarter 2009 over 2nd quarter 2008 (2):
Rental revenue	1.8	%	3.3	%	-23.8	%
Operating expenses and real estate taxes	3.3	%	1.8	%	-16.9	%
Consolidated Net Operating Income (3) - excluding hotel							1.1	% (2)
Consolidated Net Operating Income (3) - Hotel							-37.5	% (2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)							3.7	% (2)
Portfolio Net Operating Income (3)							0.7	%

Rental revenue - cash basis	1.4	%	5.6	%	-23.8	%
Consolidated Net Operating Income (3) - cash basis (4) excluding hotel	0.3	%	7.1	%			0.6	% (2)
Consolidated Net Operating Income (3) - cash basis (4) - Hotel							-37.5	% (2)
Net Operating Income - cash basis (4) - BXP’s share of unconsolidated joint ventures							3.0	% (2)
Portfolio Net Operating Income (3) - cash basis (4)							0.1	%

Same Property Lease Analysis - quarter ended June 30, 2009


	Office			Office/Technical			Total
Vacant space available @ 4/1/2009 (sf)		1,401,206			300,275			1,701,481
Square footage of leases expiring or terminated 4/1/2009-6/30/2009		1,555,662			—			1,555,662

Total space for lease (sf)		2,956,868			300,275			3,257,143

New tenants (sf)		469,983			—			469,983
Renewals (sf)		404,079			—			404,079

Total space leased (sf)		874,062			—			874,062

Space available @ 6/30/2009 (sf)		2,082,806			300,275			2,383,081

Net (increase)/decrease in available space (sf)		(681,600	)		—			(681,600	)
2nd generation Average lease term (months)		96			—			96
2nd generation Average free rent (days)		46			—			46
2nd generation TI/Comm PSF	$	37.66		$	—		$	37.66
Increase (decrease) in 2nd generation gross rents (5)		10.55	%		0.00	%		10.55	%
Increase (decrease) in 2nd generation net rents (5)		15.49	%		0.00	%		15.49	%

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

(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 854,903 square feet.

Boston Properties, Inc.

Second Quarter 2009

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	June 30, 2009			June 30, 2008
	*(in thousands)*
Net income (loss) attributable to Boston Properties, Inc.	$	67,152		$	75,483
Net income (loss) attributable to noncontrolling interests:
Noncontrolling interest - redeemable preferred units of the Operating Partnership	$	972		$	949
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership		629			900
Noncontrolling interest - common units of the Operating Partnership		10,629			12,373
Noncontrolling interests in property partnerships		691			420
Gains on sales of real estate		(4,493	)		(6,203	)
Income (loss) from unconsolidated joint ventures		351			(1,855	)
Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and income (loss) attributable to noncontrolling interests		75,931			82,067

Add:
Losses (gains) from investments in securities		(1,194	)		160
Loss from early extinguishment of debt		494			—
Net derivative losses (gains)		—			(257	)
Loss from suspension of development		—			—
Depreciation and amortization		87,005			74,389
Interest expense		78,633			69,302
General and administrative expense		18,532			17,467

Subtract:
Interest and other income		(442	)		(4,275	)
Development and management services income		(8,551	)		(6,460	)

Consolidated Net Operating Income	$	250,408		$	232,393
Net Operating Income from unconsolidated joint ventures (BXP’s share) (1)		64,939			17,815

Combined Net Operating Income	$	315,347		$	250,208

Subtract:
Net Operating Income from Value-Added Fund (BXP’s share)		(1,084	)		(1,255	)

Portfolio Net Operating Income		314,263			248,953

Same Property Net Operating Income	$	234,411		$	232,868

Net operating income from non Same Properties (2)		64,993			14,576
Termination income		14,859			1,509

Portfolio Net Operating Income	$	314,263		$	248,953

Same Property Net Operating Income	$	234,411		$	232,868
Less straight-line rent and fair value lease revenue		8,197			6,881

Same Property Net Operating Income - cash basis	$	226,214		$	225,987

(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.

Second Quarter 2009

Same Property Net Operating Income by Reportable Segment

(in thousands)


	Office										Office/Technical
	For the three months ended						$ Change		% Change		For the three months ended						$ Change			% Change
	30-Jun-09			30-Jun-08			$ Change		% Change		30-Jun-09			30-Jun-08			$ Change			% Change
Rental Revenue	$	349,403		$	330,808						$	11,634		$	11,266
Less Termination Income		12,600			—							—			—

Rental revenue - subtotal		336,803			330,808			5,995	1.8	%		11,634			11,266			368		3.3	%
Operating expenses and real estate taxes		118,365			114,623			3,742	3.3	%		3,262			3,205			57		1.8	%

Net Operating Income (1)	$	218,438		$	216,185		$	2,253	1.0	%	$	8,372		$	8,061		$	311		3.9	%

Rental revenue - subtotal	$	336,803		$	330,808						$	11,634		$	11,266
Less straight line rent and fair value lease revenue		8,154			6,631			1,523	23.0	%		57			300			(243	)	-81.0	%

Rental revenue - cash basis		328,649			324,177			4,472	1.4	%		11,577			10,966			611		5.6	%
Less:
Operating expenses and real estate taxes		118,365			114,623			3,742	3.3	%		3,262			3,205			57		1.8	%

Net Operating Income (2) - cash basis	$	210,284		$	209,554		$	730	0.3	%	$	8,315		$	7,761		$	554		7.1	%


	Sub-Total										Hotel
	For the three months ended						$ Change		% Change		For the three months ended						$ Change			% Change
	30-Jun-09			30-Jun-08			$ Change		% Change		30-Jun-09			30-Jun-08			$ Change			% Change
Rental Revenue	$	361,037		$	342,074						$	7,396		$	9,708
Less Termination Income		12,600			—							—			—

Rental revenue - subtotal		348,437			342,074			6,363	1.9	%		7,396			9,708		$	(2,312	)	-23.8	%
Operating expenses and real estate taxes		121,627			117,828			3,799	3.2	%		5,359			6,449			(1,090	)	-16.9	%

Net Operating Income (1)	$	226,810		$	224,246		$	2,564	1.1	%	$	2,037		$	3,259		$	(1,222	)	-37.5	%

Rental revenue - subtotal	$	348,437		$	342,074						$	7,396		$	9,708
Less straight line rent and fair value lease revenue		8,211			6,931			1,280	18.5	%		(1	)		(1	)		—		0.0	%

Rental revenue - cash basis		340,226			335,143			5,083	1.5	%		7,397			9,709			(2,312	)	-23.8	%
Less:
Operating expenses and real estate taxes		121,627			117,828			3,799	3.2	%		5,359			6,449			(1,090	)	-16.9	%

Net Operating Income (2) - cash basis	$	218,599		$	217,315		$	1,284	0.6	%	$	2,038		$	3,260		$	(1,222	)	-37.5	%


	Unconsolidated Joint Ventures (3)										Total
	For the three months ended						$ Change		% Change		For the three months ended						$ Change			% Change
	30-Jun-09			30-Jun-08			$ Change		% Change		30-Jun-09			30-Jun-08			$ Change			% Change
Rental Revenue	$	9,320		$	10,500						$	377,753		$	362,282
Less Termination Income		112			1,509							12,712			1,509

Rental revenue - subtotal		9,208			8,991		$	217	2.4	%		365,041			360,773			4,268		1.2	%
Operating expenses and real estate taxes		3,644			3,628			16	0.4	%		130,630			127,905			2,725		2.1	%

Net Operating Income (1)	$	5,564		$	5,363		$	201	3.7	%	$	234,411		$	232,868		$	1,543		0.7	%

Rental revenue - subtotal	$	9,208		$	8,991						$	365,041		$	360,773
Less straight line rent and fair value lease revenue		(13	)		(49	)		36	-73.5	%		8,197			6,881			1,316		19.1	%

Rental revenue - cash basis		9,221			9,040			181	2.0	%		356,844			353,892			2,952		0.8	%
Less:
Operating expenses and real estate taxes		3,644			3,628			16	0.4	%		130,630			127,905			2,725		2.1	%

Net Operating Income (2) - cash basis	$	5,577		$	5,412		$	165	3.0	%	$	226,214		$	225,987		$	227		0.1	%

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

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

Boston Properties, Inc.

Second Quarter 2009

LEASING ACTIVITY

All In-Service Properties - quarter ended June 30, 2009


	Office			Office/Technical			Total
Vacant space available @ 4/1/2009 (sf)		1,674,634			300,275			1,974,909
Property dispositions/ assets taken out of service (sf)		—			—			—
Property acquisitions/ assets placed in-service (sf)		174,181			—			174,181
Leases expiring or terminated 4/1/2009-6/30/2009 (sf)		1,627,948			—			1,627,948

Total space for lease (sf)		3,476,763			300,275			3,777,038

New tenants (sf)		581,830			—			581,830
Renewals (sf)		406,522			—			406,522

Total space leased (sf)		988,352			—			988,352	(1)

Space available @ 6/30/2009 (sf)		2,488,411			300,275			2,788,686

Net (increase)/decrease in available space (sf)		(813,777	)		—			(813,777	)
2nd generation Average lease term (months)		92			—			92
2nd generation Average free rent (days)		41			—			41
2nd generation TI/Comm PSF	$	37.75		$	—		$	37.75
Increase (decrease) in 2nd generation gross rents (2)		12.25	%		0.00	%		12.25	%
Increase (decrease) in 2nd generation net rents (3)		18.13	%		0.00	%		18.13	%


	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	—	531,773	4.55	%	6.79	%	531,773	188,846
Washington	85,000	204,179	4.68	%	7.59	%	289,179	133,017
New York	—	144,195	32.28	%	48.87	%	144,195	259,374
San Francisco	—	21,587	15.87	%	26.16	%	21,587	23,502
Princeton	—	1,618	0.00	%	0.00	%	1,618	2,940

	85,000	903,352	12.25	%	18.13	%	988,352	607,679

(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 884,193.

(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 884,193.

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

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

Boston Properties, Inc.

Second Quarter 2009

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q2 2009		Q1 2009		2008			2007		2006
Recurring capital expenditures	$	5,702	$	8,814	$	29,781		$	36,599	$	25,718

Planned non-recurring capital expenditures associated with acquisition properties		48		382		3,203			1,490		3,869

Hotel improvements, equipment upgrades and replacements		279		662		2,317	(1)		1,127		7,969	(2)

	$	6,029	$	9,858	$	35,301		$	39,216	$	37,556

2nd Generation Tenant Improvements and Leasing Commissions


	Q2 2009		Q1 2009		2008		2007		2006
Office
Square feet		903,352		608,030		2,472,619		3,201,812		2,972,996

Tenant improvement and lease commissions PSF	$	37.75	$	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	$	37.75	$	40.49	$	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.

Boston Properties, Inc.

Second Quarter 2009

ACQUISITIONS/DISPOSITIONS

as of June 30, 2009

ACQUISITIONS

For the period from January 1, 2009 through June 30, 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 June 30, 2009


Property	Date Disposed	Square Feet	Gross Sales Price		Book Gain
20 F Street Land (2)	Apr-08	—	$	—	$	7,288,000

Total Dispositions		—	$	—	$	7,288,000

(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.

Second Quarter 2009

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of June 30, 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 06/30/09 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (4)
Democracy Tower (formerly South of Market - Phase II)	Q3 2009	Q3 2009	Reston, VA	1	225,000		76,616,181		87,200,000		65,000,000		46,845,171		—	100	%
701 Carnegie Center	Q3 2009	Q3 2009	Princeton, NJ	1	120,000		27,895,702		34,000,000		—		—		6,104,298	100	%
Weston Corporate Center	Q3 2010	Q3 2010	Weston, MA	1	356,367		56,391,714		150,000,000		—		—		93,608,286	100	%
Atlantic Wharf (formerly Russia Wharf) (5)	Q1 2011	Q1 2012	Boston, MA	2	815,000		288,405,110		550,000,000		215,000,000		—		46,594,890	78	% (6)
2200 Pennsylvania Avenue (7)	Q2 2011	Q2 2012	Washington, DC	2	780,000		56,609,415		380,000,000		—		—		323,390,585	42	% (8)

Total Properties under Construction				7	2,296,367	$	505,918,122	$	1,201,200,000	$	280,000,000	$	46,845,171	$	469,698,059	78	% (6)(8)

250 West 55th (9)	—	—	New York, NY	1	1,000,000		443,850,751		480,000,000		—		—		36,149,249	22	%

Total Properties Suspended				1	1,000,000	$	443,850,751	$	480,000,000	$	—	$	—	$	36,149,249	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 06/30/09 (2)		Estimated Future Equity Requirement		Percentage Leased
One Preserve Parkway	Q2 2008	Q3 2010	Rockville, MD	1	183,789	$	47,725,302	$	60,536,931	$	—	$	—	$	12,811,629	20	%
Wisconsin Place (66.67% ownership) (10)	Q2 2009	Q2 2009	Chevy Chase, MD	1	299,136		81,658,022		93,500,000		79,970,501		61,262,486		—	91	%

Total Projects Placed in Service				2	482,925	$	129,383,324	$	154,036,931	$	79,970,501	$	61,262,486	$	12,811,629	64	%

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	24.7	%		14.75	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	%		15.99	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	65.4	%	$	22.03			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 July 21, 2009.

(5)	Project includes 235,000 square feet of residential space for rent or for sale and 28,000 square feet of retail space.

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

(7)	Project includes 280,000 square feet of residential space and 50,000 square feet of retail space in the Residential Component and 22,000 square feet of retail space in the Office Component.

(8)	Percentage Lease excludes 330,000 square feet of the Residential Component and includes 22,000 square feet of retail space in the Office Component.

(9)

On February 6, 2009, we announced that we are suspending construction. We intend to complete the construction of foundations and steel/deck to grade to facilitate a restart of construction in the future and therefore anticipate that most construction activity on this project will be completed by the end of the fourth quarter of 2009. The estimated total investment only reflects the completion of this work and does not reflect the estimated costs of the potential future completion of this project.

(10)	Includes approximately $41.2 million of land and infrastructure costs invested to date.

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

(12)	Included in Approximate Developable Square Feet of Value Creation Pipeline - Owned Land Parcels on page 48.

Boston Properties, Inc.

Second Quarter 2009

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of June 30, 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 (3)	76.6	760,000
Gaithersburg, MD	27.0	850,000
Springfield, VA (1)	17.8	800,000
Rockville, MD	58.1	759,000
Boston, MA (4)	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) (5)	0.2	TBD

	365.1	9,789,000

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of June 30, 2009


Location	Acreage	Approximate Developable Square Feet
Princeton, NJ (6)	143.1	1,780,000
Cambridge, MA (7)	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)	Does not include 122,000 square feet which is under a long term ground lease.

(4)	Includes approximately 250,000 square feet of residential development.

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

(6)	$30.50 per square foot and $125,000 per annum non-refundable payment.

(7)	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.

Second Quarter 2009

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 (gains), impairments, FSP APB 14-1 interest expense adjustment and non-cash termination income, (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.

Total Consolidated Debt to Total Consolidated Market Capitalization Ratio

Total 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 total 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 total 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.

Total Combined Debt to Total Combined Market Capitalization Ratio

Total 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 total consolidated debt and our total combined debt, we believe that presenting our total 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 total 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 total 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.

Second 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 and fair value lease revenue. 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 and fair value lease revenue. 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 and fair value lease revenue. 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 dated July 21, 2009.

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

SECOND QUARTER 2009 RESULTS


Reports diluted FFO per share of $1.32		Reports diluted EPS of $0.53

BOSTON, MA, July 21, 2009 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the second quarter ended June 30, 2009.

Funds from Operations (FFO) for the quarter ended June 30, 2009 were $166.7 million, or $1.33 per share basic and $1.32 per share diluted. This compares to FFO for the quarter ended June 30, 2008 of $141.0 million, or $1.18 per share basic and $1.16 per share diluted. FFO for the quarter ended June 30, 2009 includes (1) $0.10 per share on a diluted basis related to lease termination income, (2) a non-cash impairment charge of $0.05 per share on a diluted basis related to the Company’s investment in its Value-Added Fund, specifically its Mountain View, CA and San Carlos, CA properties, and (3) 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 June 30, 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 125,266,846 and 127,080,589, respectively, for the quarter ended June 30, 2009 and 119,752,889 and 122,775,797, respectively, for the quarter ended June 30, 2008. The weighted average number of basic and diluted shares outstanding for the quarter ended June 30, 2009 includes the impact of the Company’s public offering of 17,250,000 shares of common stock on June 10, 2009, as discussed below.

In the second quarter ended June 30, 2009, the Company recognized a non-cash impairment charge of approximately $7.4 million, or $0.05 per share diluted, representing the other-than-temporary decline in the fair value below the carrying value of the Company’s investment in its Value-Added fund, which is an unconsolidated joint venture. In accordance with Accounting Principles Board Opinion No. 18 “The Equity Method of Accounting for Investments in Common Stock” (APB No. 18), a loss in value of an investment under the equity method of accounting, which is other than a temporary decline, must be recognized. As a result, the Company recognized a non-cash impairment charge on its investment in its Value-Added Fund.

Net income available to common shareholders was $67.2 million for the quarter ended June 30, 2009, compared to $75.5 million for the quarter ended June 30, 2008. Net income available to common shareholders per share (EPS) for the quarter ended June 30, 2009 was $0.54 basic and $0.53 on a diluted basis. This compares to EPS for the second quarter of 2008 of $0.63 basic and $0.62 on a diluted basis. EPS includes $0.03 and $0.04, on a diluted basis, related to gains on sales of real estate for the quarters ended June 30, 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 June 30, 2009. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of June 30, 2009, the Company’s portfolio consisted of 146 properties comprising approximately 49.1 million square feet, including 7 properties under construction totaling 2.3 million square feet and one hotel. The overall percentage of leased space for the 138 properties in service as of June 30, 2009 was 92.0%.

Significant events during the second quarter included:

•

On April 1, 2009, the Company placed in-service One Preserve Parkway, an approximately 184,000 net rentable square foot Class A office property located in Rockville, Maryland. The property is 20% leased.

•

On April 21, 2009, the Company obtained construction financing totaling $215.0 million collateralized by its Atlantic Wharf development project located at 280 Congress Street in Boston, Massachusetts. Atlantic Wharf, formerly known as Russia Wharf, is a mixed-use project totaling approximately 815,000 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.

•

On April 30, 2009, Lehman Brothers, Inc., then the Company’s tenth largest tenant (by square feet) with approximately 437,000 net rentable square feet in the Company’s 399 Park Avenue property, rejected its lease in bankruptcy. The Company had previously established a reserve for the full amount of the Lehman Brothers, Inc. accrued straight-line rent balance in the third quarter of 2008. Lehman Brothers, Inc. paid rent through the month of April 2009 for all of its space and continued to occupy approximately 180,000 net rentable square feet through June 22, 2009, for which the Company received an aggregate of approximately $6.5 million in the quarter ended June 30, 2009. In addition, the Company has signed leases with tenants for approximately 37,000 net rentable square feet of the vacated space. Lehman Brothers, Inc. had contributed approximately $44.9 million per year on a contractual basis to the Company’s revenues from this lease.

•

On May 31, 2009, a consolidated joint venture in which the Company has a 66.67% interest placed in-service the Offices at Wisconsin Place, an approximately 299,000 net rentable square foot Class A office property located in Chevy Chase, Maryland. The property is 91% leased.

•

On June 1, 2009, General Motors Corporation filed a petition under Chapter 11 of the U.S. Bankruptcy Code with the United States Bankruptcy Court for the Southern District of New York. At that time, the Company leased approximately 120,000 square feet of office space to General Motors Corporation at 601 Lexington Avenue (formerly known as Citigroup Center). Rent commencement for the lease at 601 Lexington Avenue began on June 1, 2009 and the lease was to expire on May 31, 2019. However, on June 12, 2009, General Motors Corporation rejected the lease in bankruptcy effective as of June 30, 2009. The contribution from this lease, on a contractual basis, from July 1, 2009 through December 31, 2009, was projected to be approximately $6.6 million.

In addition, the unconsolidated joint venture that owns the General Motors Building (of which the Company owns 60%) currently leases approximately 101,000 square feet of space to General Motors Corporation. General Motors Corporation currently occupies the space (other than approximately 7,000 square feet that is subleased to a third party) and the lease expires on March 31, 2010.

•

On June 9, 2009, the Company used available cash to repay the mortgage loan collateralized by its Reservoir Place property located in Waltham, Massachusetts totaling approximately $47.8 million. There was no prepayment penalty associated with the repayment. The mortgage loan bore interest at a fixed rate of 7.00% and was scheduled to mature on July 1, 2009.

•

On June 10, 2009, the Company completed a public offering of 17,250,000 shares of its common stock (including 2,250,000 shares issued as a result of the exercise of an overallotment option by the underwriters) at a price to the public of $50.00 per share. The proceeds from this public offering, net of underwriters’ discounts and offering costs, totaled approximately $842.0 million. The Company used a portion of the net proceeds to repay the outstanding balance of its revolving credit facility totaling $100.0 million and to repay its mortgage loan totaling approximately $30.1 million collateralized by its Ten Cambridge Center property, discussed below.

•

On June 17, 2009, the Company announced that its Board of Directors declared a regular quarterly cash dividend of $0.50 per share of common stock for the period April 1, 2009 to June 30, 2009 payable on July 31, 2009 to shareholders of record as of the close of business on June 30, 2009.

•

On June 26, 2009, the Company used available cash to repay the mortgage loan collateralized by its Ten Cambridge Center property located in Cambridge, Massachusetts totaling approximately $30.1 million. The Company paid a prepayment penalty totaling $0.5 million in connection with the repayment. The mortgage loan bore interest at a fixed rate of 8.27% and was scheduled to mature on May 1, 2010.

On July 16, 2009, the Board of Directors appointed Alan J. Patricof to the Nominating and Corporate Governance Committee. Mr. Patricof, who will continue to serve as the Chairman of the Company’s Audit Committee, joins Zoë Baird (Chair) and David A. Twardock as members of the Nominating and Corporate Governance Committee.

EPS and FFO per Share Guidance:

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


	Third Quarter 2009					Full Year 2009
	Low		-	High		Low		-	High
Projected EPS (diluted)	$	0.43	-	$	0.46	$	1.73	-	$	1.81
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.68	-		0.68		2.90	-		2.90

Less:
Projected Company Share of Gains on Sales of Real Estate		0.03	-		0.03		0.08	-		0.08


Projected FFO per Share (diluted)	$	1.08	-	$	1.11	$	4.55	-	$	4.63

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 Wednesday, July 22, 2009 at 10:00 AM Eastern Time, open to the general public, to discuss the second 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 (888) 282-4591 (Domestic) or (719) 325-2223 (International); no passcode required. A replay of the conference call will be available through August 5, 2009, by dialing (888) 203-1112 (Domestic) or (719) 457-0820 (International) and entering the passcode 3810114. 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’ second 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 third 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 June 30,						Six months ended June 30,
	2009			2008			2009			2008
	(in thousands, except for per share amounts)
	(unaudited)
Revenue
Rental:
Base rent	$	304,864		$	281,072		$	598,381		$	562,466
Recoveries from tenants		49,821			49,848			102,229			98,732
Parking and other		18,416			17,317			35,357			33,818

Total rental revenue		373,101			348,237			735,967			695,016
Hotel revenue		7,396			9,708			13,458			16,232
Development and management services		8,551			6,460			16,847			11,937
Interest and other		442			4,275			762			16,927

Total revenue		389,490			368,680			767,034			740,112


Expenses
Operating:
Rental		124,730			119,103			248,591			236,836
Hotel		5,359			6,449			10,831			12,346
General and administrative		18,532			17,467			35,952			37,055
Interest		78,633			69,302			157,563			141,798
Depreciation and amortization		87,005			74,389			164,375			149,060
Loss from suspension of development		—			—			27,766			—
Net derivative losses (gains)		—			(257	)		—			3,531
Losses from early extinguishments of debt		494			—			494			—
Losses (gains) from investments in securities		(1,194	)		160			(607	)		1,033

Total expenses		313,559			286,613			644,965			581,659

Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income attributable to noncontrolling interests		75,931			82,067			122,069			158,453
Income (loss) from unconsolidated joint ventures		(351	)		1,855			4,746			2,897
Gains on sales of real estate		4,493			6,203			7,288			29,641

Net income		80,073			90,125			134,103			190,991
Net income attributable to noncontrolling interests:
Noncontrolling interests in property partnerships		(691	)		(420	)		(1,201	)		(1,045	)
Noncontrolling interest - common units of the Operating Partnership		(10,629	)		(12,373	)		(18,091	)		(23,824	)
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership		(629	)		(900	)		(1,032	)		(4,310	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(972	)		(949	)		(1,962	)		(1,854	)

Net income attributable to Boston Properties, Inc.	$	67,152		$	75,483		$	111,817		$	159,958


Basic earnings per common share attributable to Boston Properties, Inc.:
Net income	$	0.54		$	0.63		$	0.91		$	1.34


Weighted average number of common shares outstanding		125,267			119,753			123,272			119,644


Diluted earnings per common share attributable to Boston Properties, Inc.:
Net income	$	0.53		$	0.62		$	0.91		$	1.32


Weighted average number of common and common equivalent shares outstanding		125,620			121,315			123,554			121,168

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


	June 30, 2009			December 31, 2008
	(in thousands, except for share amounts)
	(unaudited)
ASSETS
Real estate	$	9,687,069		$	9,560,924
Construction in progress		934,397			835,983
Land held for future development		240,377			228,300
Less: accumulated depreciation		(1,901,558	)		(1,768,785	)

Total real estate		8,960,285			8,856,422

Cash and cash equivalents		819,245			241,510
Cash held in escrows		22,289			21,970
Investments in securities		11,173			11,590
Tenant and other receivables, net of allowance for doubtful accounts of $4,618 and $4,006, respectively		78,495			68,743
Related party note receivable		270,000			270,000
Accrued rental income, net of allowance of $2,698 and $15,440, respectively		340,123			316,711
Deferred charges, net		283,830			325,369
Prepaid expenses and other assets		22,905			22,401
Investments in unconsolidated joint ventures		772,319			782,760

Total assets	$	11,580,664		$	10,917,476


LIABILITIES AND EQUITY

Liabilities:
Mortgage notes payable	$	2,603,597		$	2,660,642
Unsecured senior notes, net of discount		1,472,617			1,472,375
Unsecured exchangeable senior notes, net of discount		1,881,482			1,859,867
Unsecured line of credit		—			100,000
Accounts payable and accrued expenses		223,909			171,791
Dividends and distributions payable		80,475			97,162
Accrued interest payable		66,463			67,132
Other liabilities		126,560			173,750

Total liabilities		6,455,103			6,602,719


Commitments and contingencies		—			—


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


Equity:
Stockholders’ equity attributable to Boston Properties, Inc.
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, 138,627,561 and 121,259,555 shares issued and 138,548,661 and 121,180,655 shares outstanding in 2009 and 2008, respectively		1,385			1,212
Additional paid-in capital		4,358,830			3,565,466
Earnings in excess of dividends		115,027			154,953
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(28,464	)		(29,916	)

Total stockholders’ equity attributable to Boston Properties, Inc.		4,444,056			3,688,993

Noncontrolling interests:
Common units of the Operating Partnership		620,752			563,212
Property partnerships		5,101			6,900


Total equity		5,069,909			4,259,105


Total liabilities and equity	$	11,580,664		$	10,917,476

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)


	Three months ended June 30,						Six months ended June 30,
	2009			2008			2009			2008
	(in thousands, except for per share amounts)
	(unaudited)
Net income attributable to Boston Properties, Inc.	$	67,152		$	75,483		$	111,817		$	159,958

Add:
Noncontrolling interest - redeemable preferred units of the Operating Partnership		972			949			1,962			1,854
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership		629			900			1,032			4,310
Noncontrolling interest - common units of the Operating Partnership		10,629			12,373			18,091			23,824
Noncontrolling interests in property partnerships		691			420			1,201			1,045
Less:
Gains on sales of real estate		4,493			6,203			7,288			29,641
Income (loss) from unconsolidated joint ventures		(351	)		1,855			4,746			2,897


Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income attributable to noncontrolling interests		75,931			82,067			122,069			158,453

Add:
Real estate depreciation and amortization (2)		120,359			82,838			228,590			160,457
Income (loss) from unconsolidated joint ventures		(351	)		1,855			4,746			2,897
Less:
Noncontrolling interests in property partnerships’ share of funds from operations		1,199			928			2,259			2,039
Noncontrolling interest - redeemable preferred units of the Operating Partnership		972			949			1,962			1,854


Funds from operations (FFO)		193,768			164,883			351,184			317,914

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		27,100			23,932			49,722			46,221


Funds from operations attributable to Boston Properties, Inc.	$	166,668		$	140,951		$	301,462		$	271,693


Our percentage share of funds from operations - basic		86.01	%		85.49	%		85.84	%		85.46	%


Weighted average shares outstanding - basic		125,267			119,753			123,272			119,644


FFO per share basic	$	1.33		$	1.18		$	2.45		$	2.27


Weighted average shares outstanding - diluted		127,081			122,776			125,016			122,629


FFO per share diluted	$	1.32		$	1.16		$	2.43		$	2.24

(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 $87,005, $74,389, $164,375 and $149,060, our share of unconsolidated joint venture real estate depreciation and amortization of $33,798, $8,972, $65,174 and $12,235, less corporate-related depreciation and amortization of $444, $523, $959 and $838 for the three months and six months ended June 30, 2009 and 2008, respectively.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	June 30, 2009		December 31, 2008
Greater Boston	91.7	%	92.9	%
Greater Washington, D.C.	94.9	%	96.1	%
Midtown Manhattan	91.6	%	98.4	%
Princeton/East Brunswick, NJ	82.5	%	83.8	%
Greater San Francisco	92.1	%	92.8	%

Total Portfolio	92.0	%	94.5	%


	% Leased by Type
	June 30, 2009		December 31, 2008
Class A Office Portfolio	92.5	%	95.2	%
Office/Technical Portfolio	81.9	%	81.9	%

Total Portfolio	92.0	%	94.5	%