SEC Filing

BOSTON PROPERTIES, INC.

Date: October 27, 2009

/S/ MICHAEL E. LABELLE

Michael E. LaBelle

Senior Vice President, Chief Financial Officer

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Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 27, 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 October 27, 2009, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the third 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 September 30, 2009.

*99.2		Press release dated October 27, 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.

EXHIBIT INDEX


Exhibit No.		Description

*99.1		Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended September 30, 2009.

*99.2		Press release dated October 27, 2009.

*	Filed herewith.

Supplemental Operating and Financial Data

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended September 30, 2009

Boston Properties, Inc.

Third 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.

Third 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 September 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, other than the Value-Added Fund)		146

Total Square Feet (includes unconsolidated joint ventures, other than the Value-Added Fund)		49.6 million
Common Shares and Units Outstanding (as converted, but excluding outperformance plan units)		161.5 million
Dividend - Quarter/Annualized		$0.50/$2.00
Dividend Yield		3.05%
Total Combined Market Capitalization		$18.1 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A- (S&P)

Boston Properties, Inc.

Third Quarter 2009

INVESTOR INFORMATION


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

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

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

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

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

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

Company Information

Corporate Headquarters

800 Boylston Street

Suite 1900

Boston, MA 02199

(t) 617.236.3300

(f) 617.236.3311

Trading Symbol

BXP

Stock Exchange Listing

New York Stock Exchange

Investor Relations

Boston Properties, Inc.

800 Boylston Street, Suite 1900

Boston, MA 02199

(t) 617.236.3322

(f) 617.236.3311

www.bostonproperties.com

Inquires

Inquiries should be directed to

Michael Walsh, Senior Vice President, Finance at 617.236.3410 or mwalsh@bostonproperties.com

Arista Joyner, Investor Relations Manager at 617.236.3343 or ajoyner@bostonproperties.com


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

	Q3 2009			Q2 2009			Q1 2009			Q4 2008			Q3 2008
High Closing Price	$	70.55		$	53.01		$	55.55		$	89.30		$	104.35
Low Closing Price	$	43.62		$	34.74		$	31.49		$	43.28		$	87.00
Average Closing Price	$	57.27		$	46.52		$	41.40		$	60.92		$	96.41
Closing Price, at the end of the quarter	$	65.55		$	47.70		$	35.03		$	55.00		$	93.66
Dividends per share - annualized	$	2.00		$	2.00		$	2.72		$	2.72		$	2.72
Closing dividend yield - annualized		3.05	%		4.19	%		7.76	%		4.95	%		2.90	%
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding outperformance plan units) (thousands) (1)		161,462			161,345			144,069			143,497			142,455
Closing market value of outstanding shares and units (thousands)	$	10,583,834		$	7,696,157		$	5,046,737		$	7,892,335		$	13,342,335

(1)

For additional detail, see page 12.


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

Fourth Quarter		Late January 2010

Boston Properties, Inc.

Third 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 212.553.4924
Ross Smotrich / Jeff Langbaum Barclays Capital 212.526.2306 / 212.526.0971	Sheila McGrath / Bill Carrier	Mark Streeter	Moody’s Investors Service 212.553.4924
	Keefe, Bruyette & Woods	J.P. Morgan Securities
	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	Wells Fargo
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 / Samit Parikh
Deutsche Bank Securities	Oppenheimer & Company
212.250.4912	212.667.7062 / 212.667.6224

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 / James Milmam
Goldman Sachs & Company	Sandler O’Neill & Partners
917.343.4260 /212.902.2796	212.466.7937 / 212.466.8066

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.

Third 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-Sep-09			30-Jun-09			31-Mar-09			31-Dec-08			30-Sep-08
Selected Items:

Revenue	$	377,303		$	389,490		$	377,544		$	390,300		$	357,988
Straight-line rent (1) (2)	$	16,224		$	12,966		$	16,081		$	15,989		$	(7,216	)
Fair value lease revenue (2) (3)	$	24,343		$	25,421		$	24,660		$	27,696		$	25,730
Company share of funds from operations from unconsolidated joint ventures	$	37,612		$	33,447		$	36,473		$	(151,160	)	$	34,312
Lease termination fees (included in revenue) (2)	$	474		$	14,859		$	1,179		$	8,149		$	1,438
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment (4)	$	9,848		$	9,470		$	9,430		$	9,280		$	7,455
Capitalized interest	$	12,982		$	12,087		$	12,110		$	13,076		$	12,366
Capitalized wages	$	3,037		$	2,923		$	2,375		$	2,988		$	3,036
Operating Margins [(rental revenue - rental expense)/rental revenue] (5)		65.9	%		68.2	%		67.6	%		68.3	%		64.3	%
Impairment losses on investments in unconsolidated joint ventures (6)	$	-		$	7,357		$	-		$	188,325		$	-
Net income (loss) attributable to Boston Properties, Inc.	$	65,795		$	67,152		$	44,598		$	(98,063	)	$	43,079
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	158,450		$	166,668		$	134,847		$	(642	)	$	132,517
FFO per share - diluted	$	1.13		$	1.32		$	1.11		$	(0.01	)	$	1.09
Net income (loss) attributable to Boston Properties, Inc. per share - basic	$	0.47		$	0.54		$	0.37		$	(0.81	)	$	0.36
Net income (loss) attributable to Boston Properties, Inc. per share - diluted	$	0.47		$	0.53		$	0.37		$	(0.81	)	$	0.35
Dividends per common share	$	0.50		$	0.50		$	0.68		$	0.68		$	0.68
Funds available for distribution to common shareholders and common unitholders (FAD) (7)	$	131,381		$	141,494		$	129,807		$	133,970		$	132,936

Ratios:

Interest Coverage Ratio (excluding capitalized interest) - cash basis (8)		3.50			3.65			3.46			3.50			3.46
Interest Coverage Ratio (including capitalized interest) - cash basis (8)		2.92			3.09			2.93			2.93			2.91
FFO Payout Ratio		44.25	%		37.88	%		61.26	%		-6800.00	%		62.39	%
FAD Payout Ratio		61.89	%		56.54	%		74.76	%		72.15	%		72.25	%

	30-Sep-09			30-Jun-09			31-Mar-09			31-Dec-08			30-Sep-08

Capitalization:

Common Stock Price @ Quarter End	$	65.55		$	47.70		$	35.03		$	55.00		$	93.66
Equity Value @ Quarter End	$	10,583,834		$	7,696,157		$	5,046,737		$	7,892,335		$	13,342,335
Total Consolidated Debt	$	6,008,990		$	5,957,696		$	6,112,800		$	6,092,884		$	5,923,151
Total Consolidated Market Capitalization	$	16,592,824		$	13,653,853		$	11,159,537		$	13,985,219		$	19,265,486
Total Consolidated Debt/Total Consolidated Market Capitalization (9)		36.21	%		43.63	%		54.78	%		43.57	%		30.74	%

BXP’s Share of Joint Venture Debt	$	1,555,560		$	1,555,344		$	1,554,546		$	1,554,508		$	1,552,801
Total Combined Debt	$	7,564,550		$	7,513,040		$	7,667,346		$	7,647,392		$	7,475,952
Total Combined Market Capitalization (10)	$	18,148,384		$	15,209,196		$	12,714,083		$	15,539,727		$	20,818,287
Total Combined Debt/Total Combined Market Capitalization (10) (11)		41.68	%		49.40	%		60.31	%		49.21	%		35.91	%

(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 of 2009, the Company adopted the provisions of Accounting Standards Codification (“ASC”) 470-20 “Debt with Conversion and Other Options,” formerly known as FASB Staff Position (“FSP”) No. APB 14-1 “Accounting for Convertible Debt Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)” (“FSP No. APB 14-1”) that requires the liability and equity components of convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) to be separately accounted for in a manner that reflects the issuer’s nonconvertible debt borrowing rate.

(5)

Rental Expense consists of operating expenses and real estate taxes. Amounts are exclusive of the gross up of reimbursable electricity and other amounts totaling $9,641, $8,993, $9,311, $9,854 and $10,571 for the three months ended September 30, 2009, June 30, 2009, March 31, 2009, December 31, 2008 and September 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 ASC 323 “Investments-Equity Method and Joint Ventures” (formerly known as 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 Ratio, see page 49.

(10)	For additional detail, see page 12.

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

Boston Properties, Inc.

Third Quarter 2009

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	30-Sep-09			30-Jun-09			31-Mar-09			31-Dec-08			30-Sep-08

ASSETS
Real estate	$	9,768,619		$	9,687,069		$	9,577,375		$	9,560,924		$	9,435,387
Development in progress		976,758			934,397			916,220			835,983			818,085
Land held for future development		241,617			240,377			239,765			228,300			253,891
Less accumulated depreciation		(1,966,780	)		(1,901,558	)		(1,835,283	)		(1,768,785	)		(1,710,875	)

Total real estate		9,020,214			8,960,285			8,898,077			8,856,422			8,796,488
Cash and cash equivalents		782,106			819,245			143,789			241,510			55,597
Cash held in escrows		20,681			22,289			19,420			21,970			34,311
Marketable securities		10,436			11,173			9,408			11,590			16,160
Tenant and other receivables, net		71,845			78,495			69,116			68,743			57,554
Note receivable (1)		270,000			270,000			270,000			270,000			270,000
Accrued rental income, net		353,709			340,123			331,237			316,711			316,411
Deferred charges, net		288,642			283,830			301,889			325,369			313,530
Prepaid expenses and other assets		41,977			22,905			47,664			22,401			44,039
Investments in unconsolidated joint ventures (2)		772,167			772,319			781,336			782,760			973,396

Total assets	$	11,631,777		$	11,580,664		$	10,871,936		$	10,917,476		$	10,877,486


LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	2,643,497		$	2,603,597		$	2,669,705		$	2,660,642		$	2,282,699
Unsecured senior notes, net of discount		1,472,740			1,472,617			1,472,495			1,472,375			1,472,258
Unsecured exchangeable senior notes, net of discount (3)		1,892,753			1,881,482			1,870,600			1,859,867			1,849,194
Unsecured line of credit		-			-			100,000			100,000			319,000
Accounts payable and accrued expenses		229,177			223,909			200,269			171,791			164,986
Dividends and distributions payable		80,463			80,475			97,547			97,162			96,491
Accrued interest payable		49,536			66,463			50,329			67,132			48,705
Other liabilities		131,193			126,560			133,662			173,750			167,646

Total liabilities		6,499,359			6,455,103			6,594,607			6,602,719			6,400,979


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, 138,702,374, 138,548,661, 121,278,522, 121,180,655 and 119,851,868 outstanding, respectively		1,387			1,385			1,213			1,212			1,199
Additional paid-in capital		4,362,874			4,353,410			3,555,274			3,559,841			3,505,614
Earnings in excess of dividends		111,463			115,027			117,082			154,953			335,098
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(22,411	)		(23,044	)		(23,679	)		(24,291	)		(30,723	)

Total stockholders’ equity attributable to Boston Properties, Inc.		4,450,591			4,444,056			3,647,168			3,688,993			3,808,466
Noncontrolling interests (4):
Common units of the Operating Partnership		620,460			620,752			568,849			563,212			599,096
Property partnerships		5,715			5,101			5,660			6,900			13,293


Total equity		5,076,766			5,069,909			4,221,677			4,259,105			4,420,855


Total liabilities and equity	$	11,631,777		$	11,580,664		$	10,871,936		$	10,917,476		$	10,877,486

(1)	The note receivable consists of a partner loan from the Company to the unconsolidated joint venture entity that owns the General Motors Building. The unconsolidated entity has a corresponding note payable to the Company, see page 17.

(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 ASC 323 “Investments-Equity Method and Joint Ventures” (formerly known as APB No. 18 “The Equity Method of Accounting for Investments in Common Stock”).

(3)

During the first quarter 2009, the Company adopted ASC 470-20 (formerly known as 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 a new accounting standard included in ASC 810 “Consolidation” (“ASC 810”) (formerly known as Statement of Financial Accounting Standard No. 160, “Noncontrolling Interests in Consolidated Financial Statements—an Amendment of ARB No. 51” (“SFAS No. 160”)) and ASC 480-10-S99 “Distinguishing Liabilities from Equity” (formerly known as 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 ASC 810 (formerly known as 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.

Third Quarter 2009

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Sep-09			30-Jun-09			31-Mar-09			31-Dec-08			30-Sep-08
Revenue:
Rental
Base Rent (1)	$	291,602		$	304,864		$	293,517		$	300,544		$	266,205
Recoveries from tenants		51,901			49,821			52,408			50,032			55,968
Parking and other		15,883			18,416			16,941			17,663			16,624

Total rental revenue		359,386			373,101			362,866			368,239			338,797
Hotel revenue		6,650			7,396			6,062			12,158			8,482
Development and management services		9,754			8,551			8,296			9,024			9,557
Interest and other (2)		1,513			442			320			879			1,152

Total revenue		377,303			389,490			377,544			390,300			357,988


Expenses:
Operating		70,261			70,918			70,082			71,890			77,324
Real estate taxes		58,759			53,812			53,779			51,589			50,391
Hotel operating		5,418			5,359			5,472			8,846			6,318
General and administrative (2)		19,989			18,532			17,420			16,552			18,758
Interest (3) (4)		77,090			78,633			78,930			78,862			74,662
Depreciation and amortization		78,181			87,005			77,370			79,766			75,321
Loss from suspension of development		-			-			27,766			-			-
Net derivative losses (gains)		-			-			-			7,172			6,318
Losses from early extinguishments of debt		16			494			-			-			-
Losses (gains) from investments in securities (2)		(1,317	)		(1,194	)		587			2,631			940

Total expenses		308,397			313,559			331,406			317,308			310,032

Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income (loss) attributable to noncontrolling interests		68,906			75,931			46,138			72,992			47,956
Income (loss) from unconsolidated joint ventures (5)		6,350			(351	)		5,097			(187,559	)		2,644
Gains on sales of real estate		2,394			4,493			2,795			1,946			1,753

Net income		77,650			80,073			54,030			(112,621	)		52,353
Net income (loss) attributable to noncontrolling interests (6):
Noncontrolling interests in property partnerships		(1,114	)		(691	)		(510	)		(427	)		(525	)
Noncontrolling interest - common units of the Operating Partnership (7)		(9,662	)		(10,629	)		(7,531	)		16,217			(7,562	)
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership (7)		(307	)		(629	)		(401	)		(279	)		(256	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(772	)		(972	)		(990	)		(953	)		(931	)

Net income (loss) attributable to Boston Properties, Inc.	$	65,795		$	67,152		$	44,598		$	(98,063	)	$	43,079


INCOME (LOSS) PER SHARE OF COMMON STOCK (EPS)
Net income (loss) attributable to Boston Properties, Inc. per share - basic	$	0.47		$	0.54		$	0.37		$	(0.81	)	$	0.36

Net income (loss) attributable to Boston Properties, Inc. per share - diluted	$	0.47		$	0.53		$	0.37		$	(0.81	)	$	0.35

(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 $(1,285), $(1,036), $620, $1,660 and $795, and general and administrative expenses includes $1,263, $1,126, $(392), $(1,603) and $(770) for the three months ended September 30, 2009, June 30, 2009, March 31, 2009, December 31, 2008 and September 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 $12,982, $12,087, $12,110, $13,076 and $12,366 for the three months ended September 30, 2009, June 30, 2009, March 31, 2009, December 31, 2008 and September 30, 2008, respectively.

(4)	Includes additional non-cash interest expense related to the adoption of ASC 470-20 (formerly known as 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 ASC 323 “Investments-Equity Method and Joint Ventures” (formerly known as APB No. 18 “The Equity Method of Accounting for Investments in Common Stock”).

(6)

Effective January 1, 2009, the Company adopted a new accounting standard included in ASC 810 “Consolidation” (“ASC 810”) (formerly known as Statement of Financial Accounting Standard No. 160, “Noncontrolling Interests in Consolidated Financial Statements - an Amendment of ARB No. 51” (“SFAS No. 160”)) and ASC 480-10-S99 “Distinguishing Liabilities from Equity” (formerly known as 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 ASC 810 (formerly known as 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.

(7)

Equals noncontrolling interest - common units of the Operating Partnership’s share of 12.81%, 13.99%, 14.34%, 14.33% and 14.58% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended September 30, 2009, June 30, 2009, March 31, 2009, December 31, 2008 and September 30, 2008, respectively.

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

Boston Properties, Inc.

Third Quarter 2009

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Sep-09		30-Jun-09			31-Mar-09		31-Dec-08			30-Sep-08

Net income (loss) attributable to Boston Properties, Inc.	$	65,795	$	67,152		$	44,598	$	(98,063	)	$	43,079
Add:
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership		307		629			401		279			256
Noncontrolling interest - common units of the Operating Partnership		9,662		10,629			7,531		(16,217	)		7,562
Noncontrolling interest - redeemable preferred units of the Operating Partnership		772		972			990		953			931
Noncontrolling interests in property partnerships		1,114		691			510		427			525
Less:
Income (loss) from unconsolidated joint ventures		6,350		(351	)		5,097		(187,559	)		2,644
Gains on sales of real estate		2,394		4,493			2,795		1,946			1,753

Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income (loss) attributable to noncontrolling interests		68,906		75,931			46,138		72,992			47,956
Add:
Real estate depreciation and amortization (1)		108,975		120,359			108,231		115,668			106,475
Income (loss) from unconsolidated joint ventures (2)		6,350		(351	)		5,097		(187,559	)		2,644
Less:
Noncontrolling interests in property partnerships’ share of funds from operations		1,731		1,199			1,060		897			1,013
Noncontrolling interest - redeemable preferred units of the Operating Partnership		772		972			990		953			931

Funds from operations (FFO) attributable to the Operating Partnership		181,728		193,768			157,416		(749	)		155,131
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		23,278		27,100			22,569		(107	)		22,614

FFO attributable to Boston Properties, Inc. (3)	$	158,450	$	166,668		$	134,847	$	(642	)	$	132,517


FFO per share - basic (2)	$	1.14	$	1.33		$	1.11	$	(0.01	)	$	1.11

Weighted average shares outstanding - basic		138,641		125,267			121,256		120,788			119,832

FFO per share - diluted (2)	$	1.13	$	1.32		$	1.11	$	(0.01	)	$	1.09

Weighted average shares outstanding - diluted		140,686		127,081			122,929		120,788			122,830

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $78,181, $87,005, $77,370, $79,766 and $75,321, our share of unconsolidated joint venture real estate depreciation and amortization of $31,262, $33,798, $31,376, $36,399 and $31,669, less corporate related depreciation of $468, $444, $515, $497 and $515, for the three months ended September 30, 2009, June 30, 2009, March 31, 2009, December 31, 2008 and September 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 ASC 323 “Investments-Equity Method and Joint Ventures” (formerly known as 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 September 30, 2009, June 30, 2009, March 31, 2009, December 31, 2008 and September 30, 2008 was 87.19%, 86.01%, 85.66%, 85.67% and 85.42%, respectively.

Boston Properties, Inc.

Third Quarter 2009

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	September 30, 2009			June 30, 2009			March 31, 2009			December 31, 2008				September 30, 2008
	Income (Numerator)		Shares/Units (Denominator)	Income (Numerator)		Shares/Units (Denominator)	Income (Numerator)		Shares/Units (Denominator)	Income (Numerator)			Shares/Units (Denominator)	Income (Numerator)		Shares/Units (Denominator)

Basic FFO	$	181,728	159,009	$	193,768	145,635	$	157,416	141,550	$	(749	)	140,993	$	155,131	140,281
Effect of Dilutive Securities
Convertible Preferred Units		772	1,461		972	1,461		990	1,461		-		-		931	1,461
Stock based compensation		-	584		-	353		-	212		-		-		-	1,537


Diluted FFO	$	182,500	161,054	$	194,740	147,449	$	158,406	143,223	$	(749	)	140,993	$	156,062	143,279

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of diluted funds from operations		23,080	20,368		26,901	20,368		22,446	20,294		(107	)	20,205		22,274	20,449


Company’s share of diluted FFO (1)	$	159,420	140,686	$	167,839	127,081	$	135,960	122,929	$	(642	)	120,788	$	133,788	122,830


FFO per share - basic	$	1.14		$	1.33		$	1.11		$	(0.01	)		$	1.11


FFO per share - diluted	$	1.13		$	1.32		$	1.11		$	(0.01	)		$	1.09

(1)	Based on weighted average diluted shares for the quarter. Company’s share for the quarter ended September 30, 2009, June 30, 2009, March 31, 2009, December 31, 2008 and September 30, 2008 was 87.35%, 86.19%, 85.83%, 85.74% and 85.73%, respectively.

Boston Properties, Inc.

Third Quarter 2009

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	30-Sep-09			30-Jun-09			31-Mar-09			31-Dec-08			30-Sep-08
Basic FFO (see page 9)	$	181,728		$	193,768		$	157,416		$	(749	)	$	155,131
2nd generation tenant improvements and leasing commissions		(24,452	)		(34,102	)		(25,929	)		(19,445	)		(18,278	)
Straight-line rent (1) (2)		(16,224	)		(12,966	)		(16,081	)		(15,989	)		7,216
Recurring capital expenditures		(4,443	)		(5,702	)		(8,814	)		(12,158	)		(8,252	)
Fair value interest adjustment (1)		1,723			1,562			1,490			1,084			375
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment		9,848			9,470			9,430			9,280			7,455
Fair value lease revenue (1) (3)		(24,343	)		(25,421	)		(24,660	)		(27,696	)		(25,730	)
Hotel improvements, equipment upgrades and replacements		(376	)		(279	)		(662	)		(589	)		(446	)
Non real estate depreciation		468			444			515			497			515
Stock-based compensation		6,483			6,559			7,094			5,572			6,471
Net derivative losses (gains)		-			-			-			7,172			6,318
Impairment losses on investments in unconsolidated joint ventures (4)		-			7,357			-			188,325			-
Loss from suspension of development		-			-			27,766			-			-
Non-cash termination income (including fair value lease amounts)		-			(5,153	)		-			(2,023	)		-
Partners’ share of joint venture 2nd generation tenant improvement and leasing commissions		969			5,957			2,242			689			2,161

Funds available for distribution to common shareholder and common unitholders (FAD)	$	131,381		$	141,494		$	129,807		$	133,970		$	132,936

Interest Coverage Ratios

(in thousands, except for ratio amounts)


	Three Months Ended
	30-Sep-09			30-Jun-09			31-Mar-09			31-Dec-08			30-Sep-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	$	68,906		$	75,931		$	46,138		$	72,992		$	47,956
Interest expense		77,090			78,633			78,930			78,862			74,662
Net derivative losses (gains)		-			-			-			7,172			6,318
Depreciation and amortization expense		78,181			87,005			77,370			79,766			75,321
Depreciation from joint ventures		31,262			33,798			31,376			36,399			31,669
Income (loss) from unconsolidated joint ventures		6,350			(351	)		5,097			(187,559	)		2,644
Impairment losses on investments in unconsolidated joint ventures (4)		-			7,357			-			188,325			-
Loss from suspension of development		-			-			27,766			-			-
Non-cash termination income (including fair value lease amounts)		-			(5,153	)		-			(2,023	)		-
Stock-based compensation		6,483			6,559			7,094			5,572			6,471
Straight-line rent (1) (2)		(16,224	)		(12,966	)		(16,081	)		(15,989	)		7,216
Fair value lease revenue (1) (3)		(24,343	)		(25,421	)		(24,660	)		(27,696	)		(25,730	)

Subtotal		227,705			245,392			233,030			235,821			226,527


Interest expense (5) (6)		65,120			67,269			67,374			67,439			65,460

Interest Coverage Ratio		3.50			3.65			3.46			3.50			3.46


*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	$	68,906		$	75,931		$	46,138		$	72,992		$	47,956
Interest expense		77,090			78,633			78,930			78,862			74,662
Net derivative losses (gains)		-			-			-			7,172			6,318
Depreciation and amortization expense		78,181			87,005			77,370			79,766			75,321
Depreciation from joint ventures		31,262			33,798			31,376			36,399			31,669
Income (loss) from unconsolidated joint ventures		6,350			(351	)		5,097			(187,559	)		2,644
Impairment losses on investments in unconsolidated joint ventures (4)		-			7,357			-			188,325			-
Loss from suspension of development		-			-			27,766			-			-
Non-cash termination income (including fair value lease amounts)		-			(5,153	)		-			(2,023	)		-
Stock-based compensation		6,483			6,559			7,094			5,572			6,471
Straight-line rent (1) (2)		(16,224	)		(12,966	)		(16,081	)		(15,989	)		7,216
Fair value lease revenue (1) (3)		(24,343	)		(25,421	)		(24,660	)		(27,696	)		(25,730	)

Subtotal		227,705			245,392			233,030			235,821			226,527

Divided by:
Interest expense (5) (6) (7)		78,102			79,356			79,484			80,515			77,826

Interest Coverage Ratio		2.92			3.09			2.93			2.93			2.91

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

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

(3)	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)	Represents non-cash impairment losses on certain of the Company’s investments in unconsolidated joint ventures in accordance with ASC 323 “Investments-Equity Method and Joint Ventures” (formerly known as APB No. 18, “The Equity Method of Accounting for Investments in Common Stock”).

(5)	Excludes the impact of the ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment of $9,848, $9,470, $9,430, $9,280 and $7,455 for the three months ended September 30, 2009, June 30, 2009, March 31, 2009, December 31, 2008 and September 30, 2008, respectively.

(6)	Excludes amortization of financing costs of $2,122, $1,894, $2,126, $2,143 and $1,747 for the three months ended September 30, 2009, June 30, 2009, March 31, 2009, December 31, 2008 and September 30, 2008, respectively.

(7)	Interest expense is reported net of capitalized interest of $12,982, $12,087, $12,110, $13,076 and $12,366 for the three months ended September 30, 2009, June 30, 2009, March 31, 2009, December 31, 2008 and September 30, 2008, respectively.

Boston Properties, Inc.

Third Quarter 2009

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal September 30, 2009
Mortgage Notes Payable	$	2,633,437
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		6,168,437
Fair Value Adjustment on Mortgage Notes Payable		10,060
Discount on Unsecured Senior Notes		(2,260	)
Discount on Unsecured Exchangeable Senior Notes		(16,963	)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment (1)		(150,284	)

Total Consolidated Debt	$	6,008,990

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	$	917		$	166		$	181		$	996		$	2,260

Unsecured Senior Notes, net of discount	$	249,083		$	299,834		$	174,819		$	749,004		$	1,472,740


Boston Properties Limited Partnership Unsecured Exchangeable Senior Notes

Settlement Date	8/19/2008			2/6/2007			4/6/2006						Total/Average
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	$	6,065		$	10,898		$	-					$	16,963
ASC 470-20 (FSP APB 14-1) Adjustment (1)	$	76,583		$	41,518		$	32,183					$	150,284

Unsecured Senior Exchangeable Notes	$	664,852		$	810,084		$	417,817					$	1,892,753

Equity

(in thousands)


	Shares/Units Outstanding as of 09/30/09	Common Stock Equivalents		Equivalent (5)
Common Stock	138,702	138,702	(6)	$	9,091,916
Common Operating Partnership Units	21,299	21,299	(7)		1,396,149
Series Two Preferred Operating Partnership Units	1,113	1,461			95,769

Total Equity		161,462		$	10,583,834

Total Consolidated Debt					6,008,990

Total Consolidated Market Capitalization				$	16,592,824

BXP's share of Joint Venture Debt					1,555,560	(8)
Total Combined Debt (9)					7,564,550

Total Combined Market Capitalization (10)				$	18,148,384

(1)

Represents the remaining debt discount which will be amortized over the period during which the exchangeable senior notes are expected to be outstanding (i.e., through the first optional redemption dates or, in the case of the exchangeable senior notes due 2014, 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 September 30, 2009 closing price of $65.55 per share of common stock.

(6)	Includes 75 shares of restricted stock.

(7)	Includes 1,459 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.

Third 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	$	186,510		$	57,632		$	93,505		$	345		$	827		$	48,828		$	387,647
Unsecured Line of Credit		-			-			-			-			-			-			-

Total Floating Debt	$	186,510		$	57,632		$	93,505		$	345		$	827		$	48,828		$	387,647

Fixed Rate Debt

Mortgage Notes Payable	$	5,085		$	101,138		$	549,115		$	105,059		$	100,436		$	1,384,957		$	2,245,790
Fair Value Adjusment		977			3,988			2,605			1,583			632			275			10,060

Mortgage Notes Payable		6,062			105,126			551,720			106,642			101,068			1,385,232			2,255,850

Unsecured Exchangeable Senior Notes, net of discount (2)		-			-			-			851,602			450,000			741,435			2,043,037

ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(9,894	)		(41,195	)		(43,912	)		(29,793	)		(23,052	)		(2,438	)		(150,284	)

Unsecured Exchangeable Senior Notes		(9,894	)		(41,195	)		(43,912	)		821,809			426,948			738,997			1,892,753


Unsecured Senior Notes, net of discount		-			-			-			-			923,823			548,917			1,472,740


Total Fixed Debt	$	(3,832	)	$	63,931		$	507,808		$	928,451		$	1,451,839		$	2,673,146		$	5,621,343


Total Consolidated Debt	$	182,678		$	121,563		$	601,313		$	928,796		$	1,452,666		$	2,721,974		$	6,008,990

GAAP Weighted Average Floating Rate Debt		1.52	%		2.23	%		1.65	%		4.37	%		4.37	%		4.37	%		2.03	%
GAAP Weighted Average Fixed Rate Debt		6.52	%		7.68	%		7.02	%		5.64	%		6.22	%		6.01	%		6.14	%

Total GAAP Weighted Average Rate		1.68	%		5.75	%		6.24	%		5.64	%		6.22	%		5.98	%		5.87	%


Total Stated Weighted Average Rate		1.48	%		5.76	%		6.37	%		3.87	%		5.61	%		5.26	%		5.14	%

Unsecured Debt

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

(in thousands)


	Facility			Outstanding @ 09/30/09			Letters of Credit			Remaining Capacity @ 09/30/09
	$	1,000,000		$	-		$	10,997		$	989,003

*Unsecured and Secured Debt Analysis*

	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Unsecured Debt		56.01	%		4.65	%		6.03	%		3.7	years
Secured Debt		43.99	%		5.77	%		5.67	%		4.8	years

Total Consolidated Debt		100.00	%		5.14	%		5.87	%		4.2	years


*Floating and Fixed Rate Debt Analysis*

	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Floating Rate Debt		6.45	%		1.80	%		2.03	%		1.2	years
Fixed Rate Debt		93.55	%		5.38	%		6.14	%		4.4	years

Total Consolidated Debt		100.00	%		5.14	%		5.87	%		4.2	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.

Third 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)		2,274			9,516			456,633			-			-			-			468,423	(2)
Embarcadero Center Four		-			-			4,520			4,803			5,105			360,572			375,000
South of Market		186,510			-			-			-			-			-			186,510	(3)
505 9th Street		157			1,943			2,057			2,177			2,306			121,360			130,000
Wisconsin Place Office		-			-			93,505			-			-			-			93,505	(4)
One Freedom Square		336			1,407			1,521			65,511			-			-			68,775	(2)
New Dominion Technology Park, Building Two		-			-			-			-			-			63,000			63,000
Democracy Tower		-			57,632			-			-			-			-			57,632	(5)
202, 206 & 214 Carnegie Center		256			56,306			-			-			-			-			56,562
140 Kendrick Street		235			985			1,061			1,143			47,889			-			51,313	(2)
New Dominion Technology Park, Building One		-			1,716			1,846			1,987			2,140			43,278			50,967
Reservoir Place		-			-			-			345			827			48,828			50,000
1330 Connecticut Avenue		333			1,390			44,796			-			-			-			46,519	(2)
Kingstowne Two and Retail		356			1,446			1,535			1,630			1,730			33,056			39,753	(2)
10 & 20 Burlington Mall Rd & 91 Hartwell		341			1,069			32,524			-			-			-			33,934
Sumner Square		192			804			865			930			22,896			-			25,687
Montvale Center		-			-			-			25,000			-			-			25,000
Eight Cambridge Center		210			22,911			-			-			-			-			23,121
Kingstowne One		140			582			618			657			17,062			-			19,059	(2)
University Place		255			1,063			1,139			1,221			1,308			13,691			18,677
Atlantic Wharf (formerly Russia Wharf)		-			-			-			-			-			-			-	(6)

		191,595			158,770			642,620			105,404			101,263			1,433,785			2,633,437


Fair Value Adjustment		977			3,988			2,605			1,583			632			275			10,060

		192,572			162,758			645,225			106,987			101,895			1,434,060			2,643,497


Unsecured Exchangeable Senior Notes, net of discount											851,602			450,000			741,435			2,043,037	(7)

ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(9,894	)		(41,195	)		(43,912	)		(29,793	)		(23,052	)		(2,438	)		(150,284	)

		(9,894	)		(41,195	)		(43,912	)		821,809			426,948			738,997			1,892,753


Unsecured Senior Notes, net of discount		-			-			-			-			923,823			548,917			1,472,740
Unsecured Line of Credit		-			-			-			-			-			-			-	(8)

	$	182,678		$	121,563		$	601,313		$	928,796		$	1,452,666		$	2,721,974		$	6,008,990


% of Total Consolidated Debt		3.04	%		2.02	%		10.01	%		15.46	%		24.17	%		45.30	%		100.00	%
Balloon Payments	$	186,510		$	135,616		$	622,202		$	941,308		$	1,460,075		$	2,547,661		$	5,893,372
Scheduled Amortization	$	6,062		$	27,142		$	23,023		$	17,281		$	15,643		$	176,751		$	265,902

(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. The Company has qualified and exercised the first one-year extension.

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

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

Boston Properties, Inc.

Third 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 September 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.


			September 30, 2009
Total Assets:
Capitalized Property Value (1)			$	15,249,432
Cash and Cash Equivalents				782,106
Investments in Marketable Securities				10,436
Undeveloped Land, at Cost				241,617
Development in Process, at Cost (including Joint Venture %)				992,501

Total Assets			$	17,276,092


Unencumbered Assets			$	9,823,058


Secured Debt (Fixed and Variable) (2)			$	2,633,437
Joint Venture Debt				1,555,560
Contingent Liabilities & Letters of Credit				13,963
Unsecured Debt (3)				3,535,000

Total Outstanding Debt			$	7,737,960

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)			$	68,906
Add: Interest Expense (per Consolidated Income Statement)				77,090
Add: Depreciation and Amortization (per Consolidated Income Statement)				78,181
Add: Losses from early extinguishments of debt				16
Add: Losses (gains) from investments in securities				(1,317	)

EBITDA				222,876
Add: Company share of unconsolidated joint venture EBITDA				61,388

Consolidated EBITDA			$	284,264


Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)			$	77,090
Add: Company share of unconsolidated joint venture interest expense				25,310
Less: Amortization of financing costs				(2,122	)
Less: Interest expense funded by construction loan draws				-

Adjusted Interest Expense			$	100,278


Covenant Ratios and Related Data	Test		Actual
Total Outstanding Debt/Total Assets	Less than 60	%		44.8	%

Secured Debt/Total Assets	Less than 50	%		24.2	%

Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50x			2.83

Unencumbered Assets/ Unsecured Debt	Greater than 150	%		277.9	%


Unencumbered Consolidated EBITDA			$	156,258


Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)				3.08


% of unencumbered Consolidated EBITDA to Consolidated EBITDA				55.0	%


# of unencumbered properties				102

(1)

For senior notes issued prior to October 9, 2009, 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. Capitalized Property Value for the 5.875% senior notes due 2019 that were issued on October 9, 2009 will be determined for each property and is the greater of (A) annualized EBITDA capitalized at an 8.0% rate for CBD properties and a 9.0% rate for non-CBD properties, and (B) the undepreciated book values as determined under GAAP.

(2)	Excludes fair value adjustment of $10,060

(3)	Excludes debt discount of $19,223 and ASC 470-20 (formerly known as FSP APB 14-1) adjustment of $150,284.

Boston Properties, Inc.

Third 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%)		60			240			240			240			70,920			-			71,700	(3)
Metropolitan Square (51%)		297			63,437			-			-			-			-			63,734
Market Square North (50%)		324			41,549			-			-			-			-			41,873
901 New York Avenue (25%)		162			669			705			742			782			38,413			41,473
Annapolis Junction (50%)		-			20,983			-			-			-			-			20,983	(4)
Eighth Avenue and 46th Street (50%)		11,800			-			-			-			-			-			11,800	(5)
Wisconsin Place Retail (5%)		-			2,917			-			-			-			-			2,917	(4)

		12,643			401,895			945			982			71,702			1,002,013			1,490,180

Fair Value Adjustment		2,090			7,182			6,620			7,102			7,186			29,403			59,583


	$	14,733		$	409,077		$	7,565		$	8,084		$	78,888		$	1,031,416		$	1,549,763


GAAP Weighted Average Rate		2.85	%		6.74	%		5.56	%		5.55	%		6.42	%		6.59	%		6.59	%

% of Total Debt		0.95	%		26.40	%		0.49	%		0.52	%		5.09	%		66.55	%		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	2.40	%	1.84	%	1.95	%	0.5	years
Fixed Rate Debt	97.60	%	6.02	%	6.71	%	5.8	years

Total Debt	100.00	%	5.92	%	6.59	%	5.7	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.

(5)	Debt has matured and the partnership is negotiating an extension agreement with the lender.

Boston Properties, Inc.

Third Quarter 2009

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of September 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 (1)			Annapolis Junction (2)			Eighth Avenue and 46th Street (2)			Subtotal		Value- Added Fund (3)(4)			Total Unconsolidated Joint Ventures

Investment (5)	$	692,417	(6)	$	76,797		$	79,568		$	69,170		$	6,493		$	39,415		$	(995	)	$	54,898		$	7,986		$	(2,263	)	$	1,023,486	$	18,681		$	1,042,167

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


Net Equity	$	422,417		$	76,797		$	79,568		$	69,170		$	6,493		$	39,415		$	(995	)	$	54,898		$	7,986		$	(2,263	)	$	753,486	$	18,681		$	772,167


Mortgage/Construction loans payable (5) (7)	$	963,600		$	158,100		$	114,000		$	71,700		$	41,873		$	63,734		$	41,473		$	2,917		$	20,983		$	11,800		$	1,490,180	$	65,380		$	1,555,560


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

Results of Operations

(unaudited and in thousands)

for the three months ended September 30, 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	$	48,576		$	10,373	$	8,574		$	6,635	$	5,806		$	7,845	$	8,724		$	583		$	2,402	$	-		$	99,518		$	4,533		$	104,051
Straight-line rent		4,367			1,039		483			430		(142	)		275		117			-			11		-			6,580			114			6,694
Fair value lease revenue		34,283			622		1,791			767		-			-		-			-			-		-			37,463			383			37,846
Termination Income		-			-		173			-		1			117		3			-			-		-			294			-			294

Total revenue		87,226			12,034		11,021			7,832		5,665			8,237		8,844			583			2,413		-			143,855			5,030			148,885

EXPENSES
Operating		18,798			3,234		3,893			3,133		2,191			3,043		3,568			732			1,164		24			39,780			2,197			41,977


NET OPERATING INCOME		68,428			8,800		7,128			4,699		3,474			5,194		5,276			(149	)		1,249		(24	)		104,075			2,833			106,908

Interest		26,241			4,692		2,900			1,901		1,626			2,575		2,181			160			184		146			42,606			2,694			45,300
Interest other - partner loans		13,675			-		-			-		-			-		-			-			-		-			13,675			-			13,675
Depreciation and amortization		37,222			3,960		4,708			2,541		1,249			1,752		1,490			1,283			590		-			54,795			2,365			57,160


SUBTOTAL		77,138			8,652		7,608			4,442		2,875			4,327		3,671			1,443			774		146			111,076			5,059			116,135

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

NET INCOME/(LOSS)	$	(8,710	)	$	148	$	(480	)	$	257	$	599		$	867	$	1,605		$	(1,592	)	$	475	$	(170	)	$	(7,001	)	$	(2,226	)	$	(9,227	)


BXP’s share of net income/(loss)	$	(5,226	)	$	89	$	(288	)	$	154	$	300		$	442	$	851	(9)	$	(435	)	$	238	$	(85	)	$	(3,961	)	$	(229	)	$	(4,190	)

Basis diffential (8)		-			476		1,237			412		-			-		-			-			-		-			2,124			210			2,334

Elimination of inter-entity interest on partner loan		8,205			-		-			-		-			-		-			-			-		-			8,205			-			8,205


Income/(loss) from unconsolidated joint ventures	$	2,979		$	565	$	949		$	566	$	300		$	442	$	851		$	(435	)	$	238	$	(85	)	$	6,368		$	(19	)	$	6,350

BXP’s share of depreciation & amortization		22,333			1,982		2,032			1,235		624			894		731			436			295		-			30,562			700			31,262

BXP’s share of Funds from Operations (FFO)	$	25,312		$	2,547	$	2,981		$	1,801	$	924		$	1,336	$	1,582		$	1		$	533	$	(85	)	$	36,930		$	681		$	37,612


BXP’s share of net operating income/(loss)	$	41,057		$	5,362	$	4,721		$	2,942	$	1,737		$	2,649	$	1,319		$	(4	)	$	625	$	(12	)	$	60,395		$	1,158		$	61,553

(1)

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 owns the office component of the project, of which the Company has a 66.67% interest, has been consolidated within the accounts of the Company.

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

(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 its partners.

(7)	Excludes fair value adjustments.

(8)	Represents adjustment related to the impairment of the carrying values of certain of the Company’s investments in unconsolidated joint ventures.

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

Boston Properties, Inc.

Third 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	%	$	8.78	$	1,875	(3)
Circle Star, San Carlos, CA	2	206,945	45.2	%		21.04		10,500	(4)
Mountain View Research Park, Mountain View, CA	16	600,449	77.1	%		30.47		43,459	(5)
Mountain View Technology Park, Mountain View, CA	7	135,279	47.2	%		27.24		9,546	(6)

Total	26	1,053,555	69.4	%	$	25.69	$	65,380

Results of Operations

(unaudited and in thousands)

for the three months ended September 30, 2009


	Value-Added Fund
REVENUE

Rental	$	4,533
Straight-line rent		114
Fair value lease revenue		383

Total revenue		5,030


EXPENSES
Operating		2,197


SUBTOTAL		2,833

Interest		2,694
Depreciation and amortization		2,365

SUBTOTAL		5,059

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

NET INCOME	$	(2,226	)


BXP’s share of net income	$	(229	)
Basis differential		210
Impairment loss on investment		-

Loss from Value-Added Fund	$	(19	)
BXP’s share of depreciation & amortization		700

BXP’s share of Funds from Operations (FFO)	$	681


The Company’s Equity in the Value-Added Fund	$	18,681

(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.

Third 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 September 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	8,202,763		19.4	%	834,062		1.8	%	9,036,825		25.7	%	0.4	%	21.6	%

Greater Washington	9,182,206	(5)	21.9	%	825,232		1.0	%	10,007,438	(5)	28.4	%	-		22.9	%

Greater San Francisco	4,977,565		11.5	%	-		-		4,977,565		14.1	%	-		11.5	%

Midtown Manhattan	8,868,572	(6)	41.1	%	-		-		8,868,572	(6)	25.2	%	-		41.1	%

Princeton/East Brunswick, NJ	2,331,319		2.9	%	-		-		2,331,319		6.6	%	-		2.9	%

	33,562,425		96.8	%	1,659,294		2.8	%	35,221,719		100.0	%	0.4	%	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	15.7	%	5.9	%	21.6	%

Greater Washington	9.1	%	13.8	%	22.9	%

Greater San Francisco	9.4	%	2.1	%	11.5	%

Midtown Manhattan	41.1	%	-		41.1	%

Princeton/East Brunswick, NJ	-		2.9	%	2.9	%


Total	75.3	%	24.7	%	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	36,175	11,939,161

(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 587,050 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, 566,952 square feet at 125 West 55th Street, 635,161 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.

Third Quarter 2009

In-Service Property Listing

as of September 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	1,192,675	95.8	%	$	45.24	N	CBD
	111 Huntington Avenue - The Prudential Center	CBD Boston MA	1	859,642	99.6	%		63.37	N	CBD
	101 Huntington Avenue - The Prudential Center	CBD Boston MA	1	505,939	99.4	%		42.40	N	CBD
	The Shops at the Prudential Center	CBD Boston MA	1	510,028	99.0	%		70.49	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	%		41.08	N	CBD
	Three Cambridge Center	East Cambridge MA	1	108,152	43.0	%		21.41	N	CBD
	Four Cambridge Center	East Cambridge MA	1	198,723	91.0	%		42.88	N	CBD
	Five Cambridge Center	East Cambridge MA	1	240,480	100.0	%		46.60	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	%		40.55	N	CBD
	Eleven Cambridge Center	East Cambridge MA	1	79,616	100.0	%		48.47	N	CBD
	University Place	Mid-Cambridge MA	1	195,282	100.0	%		39.06	Y	CBD
	Reservoir Place	Route 128 Mass Turnpike MA	1	526,386	94.7	%		31.60	Y	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	90.7	%		35.01	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	129,194	16.0	%		18.01	N	S
	195 West Street	Route 128 Mass Turnpike MA	1	63,500	100.0	%		36.93	N	S
	200 West Street	Route 128 Mass Turnpike MA	1	248,311	74.5	%		33.71	N	S
	Waltham Weston Corporate Center	Route 128 Mass Turnpike MA	1	306,789	98.1	%		36.12	N	S
	10 & 20 Burlington Mall Road	Route 128 Northwest MA	2	153,216	81.0	%		25.51	Y	S
	Bedford Business Park	Route 128 Northwest MA	1	92,207	100.0	%		26.89	N	S
	32 Hartwell Avenue	Route 128 Northwest MA	1	69,154	100.0	%		25.65	N	S
	91 Hartwell Avenue	Route 128 Northwest MA	1	121,425	49.4	%		28.96	Y	S
	92 Hayden Avenue	Route 128 Northwest MA	1	31,100	100.0	%		34.62	N	S
	100 Hayden Avenue	Route 128 Northwest MA	1	55,924	100.0	%		33.18	N	S
	33 Hayden Avenue	Route 128 Northwest MA	1	80,128	100.0	%		33.13	N	S
	Lexington Office Park	Route 128 Northwest MA	2	166,359	74.4	%		28.73	N	S
	191 Spring Street	Route 128 Northwest MA	1	158,900	100.0	%		31.44	N	S
	181 Spring Street	Route 128 Northwest MA	1	55,793	100.0	%		35.63	N	S
	201 Spring Street	Route 128 Northwest MA	1	106,300	100.0	%		32.62	N	S
	40 Shattuck Road	Route 128 Northwest MA	1	121,216	70.5	%		20.97	N	S
	Quorum Office Park	Route 128 Northwest MA	2	259,918	100.0	%		24.08	N	S

			42	8,202,763	92.7	%	$	42.41

Office/Technical
	Seven Cambridge Center	East Cambridge MA	1	231,028	100.0	%	$	83.17	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	%		20.47	N	S
	17 Hartwell Avenue	Route 128 Northwest MA	1	30,000	100.0	%		15.25	N	S
	164 Lexington Road	Route 128 Northwest MA	1	64,140	0.0	%		-	N	S

			7	834,062	72.3	%	$	44.81


		Total Greater Boston:	49	9,036,825	90.8	%	$	42.59

(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.

Third Quarter 2009

In-Service Property Listing (continued)

as of September 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	620,522	100.0	%	$	48.11	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	587,050	99.9	%		51.44	Y	CBD
	1301 New York Avenue	East End Washington DC	1	188,358	100.0	%		31.28	N	CBD
	Market Square North (50% ownership)	East End Washington DC	1	401,279	98.3	%		57.84	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	%		59.23	Y	CBD
	1333 New Hampshire Avenue	CBD Washington DC	1	315,371	100.0	%		47.09	N	CBD
	1330 Connecticut Avenue	CBD Washington DC	1	252,136	100.0	%		55.48	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	%		45.20	Y	CBD
(2)	Annapolis Junction (50% ownership)	Arundel County, MD	1	117,599	58.1	%		140.71	Y	S
	Montvale Center	Montgomery County MD	1	123,317	85.4	%		26.66	Y	S
(2)	One Preserve Parkway	Montgomery County MD	1	185,095	20.8	%		36.35	N	S
	2600 Tower Oaks Boulevard	Montgomery County MD	1	178,917	72.7	%		41.45	N	S
(2)	Wisconsin Place (66.67% ownership)	Montgomery County MD	1	299,136	90.9	%		45.05	Y	S
(2)	Democracy Tower	Fairfax County VA	1	235,436	100.0	%		39.42	Y	S
	Kingstowne One	Fairfax County VA	1	150,838	100.0	%		36.01	Y	S
	Kingstowne Two	Fairfax County VA	1	156,251	98.2	%		36.93	Y	S
	Kingstowne Retail	Fairfax County VA	1	88,288	100.0	%		30.11	Y	S
	One Freedom Square	Fairfax County VA	1	414,433	94.2	%		42.08	Y	S
	Two Freedom Square	Fairfax County VA	1	421,253	99.8	%		45.04	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	%		32.12	N	S
	One and Two Discovery Square	Fairfax County VA	2	366,990	100.0	%		46.37	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	%		39.38	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	%		44.68	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

			36	9,182,206	95.5	%	$	44.82

Office/Technical
(3)	6601 Springfield Center Drive	Fairfax County VA	1	26,388	100.0	%	$	13.77	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	%		19.69	N	S
	7374 Boston Boulevard	Fairfax County VA	1	57,321	100.0	%		16.35	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	%		15.07	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	%		18.82	N	S
	7300 Boston Boulevard	Fairfax County VA	1	32,000	100.0	%		26.77	N	S

			13	825,232	91.6	%	$	18.97

		Total Greater Washington:	49	10,007,438	95.2	%	$	42.77

(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.

Third Quarter 2009

In-Service Property Listing (continued)

as of September 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	1,039,158	95.4	%	$	80.19	Y	CBD
601 Lexington Avenue (formerly Citigroup Center)	Park Avenue NY	1	1,611,288	89.5	%		82.15	Y	CBD
399 Park Avenue	Park Avenue NY	1	1,712,223	88.7	%		81.89	N	CBD
Times Square Tower	Times Square NY	1	1,243,298	97.5	%		69.90	N	CBD
General Motors Building (60% ownership)	Plaza District NY	1	1,773,952	96.8	%		111.78	Y	CBD
(2) 125 West 55th Street (60% ownership)	Sixth/Rock Center NY	1	566,952	100.0	%		72.19	Y	CBD
(2) Two Grand Central Tower (60% ownership)	Grand Central District NY	1	635,161	94.5	%		55.71	Y	CBD
(2) 540 Madison Avenue (60% ownership)	5th/Madison District NY	1	286,540	90.7	%		101.76	Y	CBD

	Total Midtown Manhattan:	8	8,868,572	93.7	%	$	84.24


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	%		29.91	N	S
201 Carnegie Center	Princeton NJ	-	6,500	100.0	%		29.85	N	S
202 Carnegie Center	Princeton NJ	1	130,582	76.4	%		33.60	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	88.4	%		37.35	N	S
214 Carnegie Center	Princeton NJ	1	150,774	77.1	%		32.78	Y	S
302 Carnegie Center	Princeton NJ	1	64,926	100.0	%		35.72	N	S
502 Carnegie Center	Princeton NJ	1	118,473	92.5	%		36.43	N	S
504 Carnegie Center	Princeton NJ	1	121,990	100.0	%		29.25	N	S
506 Carnegie Center	Princeton NJ	1	145,213	100.0	%		32.76	N	S
508 Carnegie Center	Princeton NJ	1	128,662	57.8	%		32.66	N	S
510 Carnegie Center	Princeton NJ	1	234,160	100.0	%		29.66	N	S

		15	1,917,642	90.1	%	$	33.19


One Tower Center	East Brunswick NJ	1	413,677	40.8	%	$	32.79	N	S

		1	413,677	40.8	%	$	32.79


	Total Princeton/East Brunswick, NJ:	16	2,331,319	81.3	%	$	33.16


Greater San Francisco
Office
Embarcadero Center One	CBD San Francisco CA	1	833,904	85.4	%	$	49.22	N	CBD
Embarcadero Center Two	CBD San Francisco CA	1	778,450	97.0	%		52.83	N	CBD
Embarcadero Center Three	CBD San Francisco CA	1	775,086	84.9	%		43.81	N	CBD
Embarcadero Center Four	CBD San Francisco CA	1	936,260	95.5	%		62.36	Y	CBD

		4	3,323,700	90.9	%	$	52.78


611 Gateway	South San Francisco CA	1	256,302	100.0	%	$	33.79	N	S
601 and 651 Gateway	South San Francisco CA	2	506,168	79.7	%		32.04	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	1,653,865	90.4	%	$	24.68


	Total Greater San Francisco:	17	4,977,565	90.7	%	$	43.43


	Total In-Service Properties:	139	35,221,719	92.1	%	$	52.87

(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.

Third 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)	5.18	%
2	Lockheed Martin	1,292,429		3.67	%
3	Citibank	1,047,687	(2)	2.97	%
4	Genentech	546,750	(3)	1.55	%
5	Kirkland & Ellis	524,899	(4)	1.49	%
6	Procter & Gamble (Gillette)	484,051		1.37	%
7	Shearman & Sterling	472,808		1.34	%
8	Weil Gotshal Manges	456,744	(5)	1.30	%
9	O’Melveny & Myers	446,039		1.27	%
10	Parametric Technology	380,987		1.08	%
11	Finnegan Henderson Farabow	356,195	(6)	1.01	%
12	Accenture	354,854		1.01	%
13	Ann Taylor	338,942		0.96	%
14	Northrop Grumman	327,677		0.93	%
15	Biogen Idec	321,564		0.91	%
16	Washington Group International	299,079		0.85	%
17	Aramis (Estee Lauder)	295,610	(7)	0.84	%
18	Bingham McCutchen	291,415		0.83	%
19	Akin Gump Strauss Hauer & Feld	290,132		0.82	%
20	Macquarie Holdings	286,288	(8)	0.81	%

	Total % of Portfolio Square Feet			30.20	%
	Total % of Portfolio Revenue			31.35	%

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 223,610 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.

Third 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	906,860	$	35,594,622	$	39.25	$	35,597,743	$	39.25	2.83	%
2010	2,575,372		103,852,876		40.33		107,952,716		41.92	8.03	%
2011	3,029,644		148,309,724		48.95		150,993,663		49.84	9.45	%
2012	2,865,691		138,298,025		48.26		141,471,285		49.37	8.94	%
2013	1,161,504		56,445,822		48.60		58,649,348		50.49	3.62	%
2014	2,774,779		114,653,816		41.32		124,615,628		44.91	8.65	%
2015	2,021,424		96,179,548		47.58		102,527,904		50.72	6.31	%
2016	2,240,578		112,479,953		50.20		122,693,145		54.76	6.99	%
2017	2,902,996		200,790,706		69.17		215,725,770		74.31	9.05	%
2018	514,272		38,875,595		75.59		44,013,049		85.58	1.60	%
Thereafter	8,210,712		495,447,174		60.34		612,620,586		74.61	25.61	%

Occupancy By Location (3)


	CBD				Suburban				Total
Location	30-Sep-09		30-Sep-08		30-Sep-09		30-Sep-08		30-Sep-09		30-Sep-08

Midtown Manhattan	93.7	%	98.9	%	n/a		n/a		93.7	%	98.9	%
Greater Boston	95.7	%	96.0	%	89.1	%	92.6	%	92.7	%	94.5	%
Greater Washington	99.4	%	99.9	%	92.6	%	98.3	%	95.5	%	99.1	%
Greater San Francisco	91.0	%	90.8	%	90.1	%	95.7	%	90.7	%	92.3	%
Princeton/East Brunswick, NJ	n/a		n/a		81.3	%	83.9	%	81.3	%	83.9	%

Total Portfolio	94.7	%	97.1	%	89.3	%	93.2	%	92.6	%	95.7	%

(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.

Third 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	128,447	$	3,170,013	$	24.68	$	3,170,013	$	24.68	7.74	%
2010	247,836		4,579,109		18.48		4,707,035		18.99	14.94	%
2011	83,709		1,300,427		15.54		1,237,078		14.78	5.04	%
2012	132,820		2,928,360		22.05		2,940,055		22.14	8.00	%
2013	87,479		1,757,886		20.09		2,006,748		22.94	5.27	%
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		18,842,688		83.55		19,142,646		84.88	13.59	%
2017	-		-		-		-		-	0.00	%
2018	-		-		-		-		-	0.00	%
Thereafter	157,776		3,256,158		20.64		3,335,046		21.14	9.51	%

Occupancy By Location


	CBD				Suburban				Total
Location	30-Sep-09		30-Sep-08		30-Sep-09		30-Sep-08		30-Sep-09		30-Sep-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.

Third 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	28,112	$	1,780,811	$	63.35	$	1,803,011	$	64.14	1.87	%
2010	51,905		3,740,811		72.07		3,678,749		70.87	3.46	%
2011	59,122		5,146,747		87.05		5,233,444		88.52	3.94	%
2012	145,563		9,561,540		65.69		9,800,637		67.33	9.69	%
2013	72,577		6,140,715		84.61		6,270,466		86.40	4.83	%
2014	52,362		4,627,837		88.38		4,945,841		94.45	3.49	%
2015	135,645		11,543,772		85.10		11,197,181		82.55	9.03	%
2016	147,171		22,157,106		150.55		15,169,367		103.07	9.80	%
2017	106,895		6,852,106		64.10		7,370,748		68.95	7.12	%
2018	233,796		11,251,823		48.13		11,734,688		50.19	15.57	%
Thereafter	468,909		28,207,497		60.16		35,333,129		75.35	31.22	%

(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.

Third 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	1,063,419	$	40,545,447	$	38.13	$	40,570,767	$	38.15	3.0	%
2010	2,875,113		112,172,796		39.02		116,338,500		40.46	8.2	%
2011	3,172,475		154,756,898		48.78		157,464,185		49.63	9.0	%
2012	3,144,074		150,787,925		47.96		154,211,977		49.05	8.9	%
2013	1,321,560		64,344,424		48.69		66,926,562		50.64	3.8	%
2014	3,085,161		123,877,236		40.15		134,494,128		43.59	8.8	%
2015	2,180,508		108,177,473		49.61		114,236,917		52.39	6.2	%
2016	2,613,281		153,479,747		58.73		157,005,158		60.08	7.4	%
2017	3,009,891		207,642,812		68.99		223,096,518		74.12	8.5	%
2018	748,068		50,127,418		67.01		55,747,737		74.52	2.1	%
Thereafter	8,837,397		526,910,829		59.62		651,288,761		73.70	25.1	%

Occupancy By Location


	CBD				Suburban				Total
Location	30-Sep-09		30-Sep-08		30-Sep-09		30-Sep-08		30-Sep-09		30-Sep-08

Midtown Manhattan	93.7	%	98.9	%	n/a		n/a		93.7	%	98.9	%
Greater Boston	96.0	%	96.3	%	85.1	%	87.9	%	90.8	%	92.4	%
Greater Washington	99.4	%	99.9	%	92.5	%	97.1	%	95.2	%	98.4	%
Greater San Francisco	91.0	%	90.8	%	90.1	%	95.7	%	90.7	%	92.3	%
Princeton/East Brunswick, NJ	n/a		n/a		81.3	%	83.9	%	81.3	%	83.9	%

Total Portfolio	94.8	%	97.2	%	88.2	%	91.5	%	92.1	%	95.0	%

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

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

Boston Properties, Inc.

Third 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	237,007	$	8,992,386	$	37.94	$	8,992,386	$	37.94		-	$	-	$	-	$	-	$	-
2010	634,985		22,760,362		35.84		23,318,236		36.72		36,528		806,102		22.07		897,422		24.57
2011	1,276,540		56,920,623		44.59		58,182,547		45.58		-		-		-		-		-
2012	1,095,137		42,186,407		38.52		42,922,067		39.19		67,362		1,662,011		24.67		1,662,011		24.67
2013	452,981		19,766,140		43.64		20,819,159		45.96		80,000		1,612,260		20.15		1,852,260		23.15
2014	681,926		28,942,003		42.44		29,054,703		42.61		30,000		457,500		15.25		457,500		15.25
2015	528,211		19,130,616		36.22		21,311,504		40.35		-		-		-		-		-
2016	271,096		8,804,605		32.48		9,820,169		36.22		225,532		18,842,688		83.55		19,142,646		84.88
2017	321,279		14,639,980		45.57		17,032,712		53.02		-		-		-		-		-
2018	2,291		65,178		28.45		69,760		30.45		-		-		-		-		-
Thereafter	1,195,573		52,047,661		43.53		77,570,182		64.88		157,776		3,256,158		20.64		3,335,046		21.14

	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	5,189	$	709,946	$	136.82	$	732,146	$	141.10	(3)	242,196	$	9,702,332	$	40.06	$	9,724,532	$	40.15
2010	11,589		2,195,668		189.46		2,130,717		183.86	(4)	683,102		25,762,132		37.71		26,346,375		38.57
2011	18,300		2,197,493		120.08		2,212,773		120.92		1,294,840		59,118,116		45.66		60,395,320		46.64
2012	61,409		2,323,955		37.84		2,323,955		37.84		1,223,908		46,172,373		37.73		46,908,033		38.33
2013	28,464		3,554,438		124.87		3,568,700		125.38		561,445		24,932,838		44.41		26,240,119		46.74
2014	16,269		2,010,203		123.56		2,078,878		127.78		728,195		31,409,706		43.13		31,591,081		43.38
2015	70,221		5,229,193		74.47		5,471,211		77.91		598,432		24,359,809		40.71		26,782,714		44.75
2016	14,617		1,828,573		125.10		1,910,346		130.69		511,245		29,475,867		57.66		30,873,161		60.39
2017	43,745		2,777,235		63.49		2,949,946		67.44		365,024		17,417,216		47.72		19,982,658		54.74
2018	178,454		8,126,617		45.54		8,199,179		45.95		180,745		8,191,795		45.32		8,268,940		45.75
Thereafter	223,997		10,032,334		44.79		11,942,453		53.32		1,577,346		65,336,153		41.42		92,847,681		58.86

(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 $43.19 per square foot and $43.18 per square foot in 2009.

(4)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $72.66 per square foot and $72.66 per square foot in 2010.

Boston Properties, Inc.

Third 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	-		-		-		-		-		-		-		-		-		-
Q4 2009	237,007		8,992,386		37.94		8,992,386		37.94		-		-		-		-		-

Total 2009	237,007	$	8,992,386	$	37.94	$	8,992,386	$	37.94		-	$	-	$	-	$	-	$	-


Q1 2010	44,354	$	1,556,057	$	35.08	$	1,556,057	$	35.08		-	$	-	$	-	$	-	$	-
Q2 2010	242,640		7,880,982		32.48		7,880,982		32.48		-		-		-		-		-
Q3 2010	182,829		6,857,026		37.51		7,382,580		40.38		36,528		806,102		22.07		897,422		24.57
Q4 2010	165,162		6,466,298		39.15		6,498,618		39.35		-		-		-		-		-

Total 2010	634,985	$	22,760,362	$	35.84	$	23,318,236	$	36.72		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	-		-		-		-		-		-		-		-		-		-
Q4 2009	5,189		709,946		136.82		732,146		141.10		242,196		9,702,332		40.06		9,724,532		40.15

Total 2009	5,189	$	709,946	$	136.82	$	732,146	$	141.10	(3)	242,196	$	9,702,332	$	40.06	$	9,724,532	$	40.15


Q1 2010	7,992	$	1,104,248.16	$	138.17		1,048,868	$	131.24		52,346	$	2,660,305	$	50.82	$	2,604,925	$	49.76
Q2 2010	3,585		411,073		114.66		416,452		116.17		246,225		8,292,054		33.68		8,297,433		33.70
Q3 2010	8		538,250		67,281.24		511,300		63,912.50		219,365		8,201,377		37.39		8,791,301		40.08
Q4 2010	4		142,097		35,524.23		154,097		38,524.23		165,166		6,608,395		40.01		6,652,715		40.28

Total 2010	11,589	$	2,195,668	$	189.46	$	2,130,717	$	183.86	(4)	683,102	$	25,762,132	$	37.71	$	26,346,375	$	38.57

(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.

(3)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $43.18 per square foot and $43.18 per square foot in 2009.

(4)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $72.66 per square foot and $72.66 per square foot in 2010.

Boston Properties, Inc.

Third 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	539,944	$	18,734,250	$	34.70	$	18,737,371	$	34.70	128,447	$	3,170,013	$	24.68	$	3,170,013	$	24.68
2010	727,152		33,949,280		46.69		34,110,552		46.91	211,308		3,773,007		17.86		3,809,613		18.03
2011	791,759		31,701,344		40.04		32,759,443		41.38	83,709		1,300,427		15.54		1,237,078		14.78
2012	878,895		37,582,566		42.76		38,996,027		44.37	65,458		1,266,349		19.35		1,278,044		19.52
2013	177,174		8,864,745		50.03		9,334,131		52.68	7,479		145,626		19.47		154,488		20.66
2014	768,267		29,000,457		37.75		36,624,633		47.67	228,020		4,138,083		18.15		4,475,159		19.63
2015	572,120		26,945,913		47.10		30,132,381		52.67	23,439		454,154		19.38		511,832		21.84
2016	272,937		11,003,337		40.31		12,834,130		47.02	-		-		-		-		-
2017	826,780		45,109,497		54.56		49,240,712		59.56	-		-		-		-		-
2018	288,337		14,255,729		49.44		17,268,298		59.89	-		-		-		-		-
Thereafter	2,547,333		117,392,321		46.08		147,668,696		57.97	-		-		-		-		-

	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	17,738	$	826,692	$	46.61	$	826,692	$	46.61	686,129	$	22,730,956	$	33.13	$	22,734,076	$	33.13
2010	5,303		275,765		52.00		276,279		52.10	943,763		37,998,051		40.26		38,196,444		40.47
2011	14,295		698,816		48.89		706,911		49.45	889,763		33,700,587		37.88		34,703,431		39.00
2012	11,984		507,732		42.37		530,403		44.26	956,337		39,356,647		41.15		40,804,474		42.67
2013	8,199		409,728		49.97		437,382		53.35	192,852		9,420,099		48.85		9,926,001		51.47
2014	11,118		575,247		51.74		627,654		56.45	1,007,405		33,713,787		33.47		41,727,445		41.42
2015	26,300		1,233,566		46.90		1,326,738		50.45	621,859		28,633,633		46.05		31,970,951		51.41
2016	17,696		890,460		50.32		1,007,443		56.93	290,633		11,893,797		40.92		13,841,573		47.63
2017	24,412		1,050,390		43.03		1,187,104		48.63	851,192		46,159,888		54.23		50,427,816		59.24
2018	38,423		2,273,724		59.18		2,594,738		67.53	326,760		16,529,453		50.59		19,863,036		60.79
Thereafter	140,752		5,054,386		35.91		6,277,801		44.60	2,688,085		122,446,706		45.55		153,946,497		57.27

(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.

Third 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	-		-		-		-		-	-		-		-		-		-
Q4 2009	539,944		18,734,250		34.70		18,737,371		34.70	128,447		3,170,013		24.68		3,170,013		24.68

Total 2009	539,944	$	18,734,250	$	34.70	$	18,737,371	$	34.70	128,447	$	3,170,013	$	24.68	$	3,170,013	$	24.68


Q1 2010	104,581	$	5,226,622	$	49.98	$	5,226,622	$	49.98	-	$	-	$	-	$	-	$	-
Q2 2010	479,868		21,263,934		44.31		21,276,608		44.34	146,848		2,463,497		16.78		2,463,497		16.78
Q3 2010	17,227		677,575		39.33		692,057		40.17	33,400		666,639		19.96		682,746		20.44
Q4 2010	125,476		6,781,149		54.04		6,915,265		55.11	31,060		642,871		20.70		663,370		21.36

Total 2010	727,152	$	33,949,280	$	46.69	$	34,110,552	$	46.91	211,308	$	3,773,007	$	17.86	$	3,809,613	$	18.03


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

Q1 2009	-	$	-	$	-	$	-	$	-	-	$	-	$	-	$	-	$	-
Q2 2009	-		-		-		-		-	-		-		-		-		-
Q3 2009	-		-		-		-		-	-		-		-		-		-
Q4 2009	17,738		826,692		46.61		826,692		46.61	686,129		22,730,956		33.13		22,734,076		33.13

Total 2009	17,738	$	826,692	$	46.61	$	826,692	$	46.61	686,129	$	22,730,956	$	33.13	$	22,734,076	$	33.13


Q1 2010	1,130	$	70,179	$	62.10	$	70,179	$	62.10	105,711	$	5,296,800	$	50.11	$	5,296,800	$	50.11
Q2 2010	-		-		-		-		-	626,716		23,727,431		37.86		23,740,105		37.88
Q3 2010	-		-		-		-		-	50,627		1,344,214		26.55		1,374,803		27.16
Q4 2010	4,173		205,586		49.27		206,100		49.39	160,709		7,629,606		47.47		7,784,735		48.44

Total 2010	5,303	$	275,765	$	52.00	$	276,279	$	52.10	943,763	$	37,998,051	$	40.26	$	38,196,444	$	40.47

(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.

Third 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	71,065	$	3,568,185	$	50.21	$	3,568,185	$	50.21	-	$	-	$	-	$	-	$	-
2010	700,692		14,812,981		21.14		15,015,566		21.43	-		-		-		-		-
2011	381,310		25,655,451		67.28		26,012,251		68.22	-		-		-		-		-
2012	263,841		13,314,866		50.47		14,014,987		53.12	-		-		-		-		-
2013	215,308		9,546,362		44.34		9,933,525		46.14	-		-		-		-		-
2014	473,375		18,800,852		39.72		19,799,624		41.83	-		-		-		-		-
2015	385,629		16,462,736		42.69		16,292,365		42.25	-		-		-		-		-
2016	974,131		39,534,978		40.58		42,400,429		43.53	-		-		-		-		-
2017	212,626		9,328,878		43.87		10,168,536		47.82	-		-		-		-		-
2018	58,268		3,538,883		60.73		3,990,655		68.49	-		-		-		-		-
Thereafter	514,750		28,229,262		54.84		31,337,088		60.88	-		-		-		-		-

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

2009	4,634	$	138,232	$	29.83	$	138,232	$	29.83	75,699	$	3,706,417	$	48.96	$	3,706,417	$	48.96
2010	35,013		1,269,378		36.25		1,271,753		36.32	735,705		16,082,359		21.86		16,287,319		22.14
2011	10,397		556,354		53.51		562,813		54.13	391,707		26,211,805		66.92		26,575,064		67.84
2012	35,001		2,501,617		71.47		2,658,304		75.95	298,842		15,816,483		52.93		16,673,291		55.79
2013	34,232		2,010,389		58.73		2,080,280		60.77	249,540		11,556,751		46.31		12,013,805		48.14
2014	13,607		745,043		54.75		797,978		58.64	486,982		19,545,896		40.14		20,597,602		42.30
2015	26,636		1,764,302		66.24		1,905,680		71.55	412,265		18,227,039		44.21		18,198,045		44.14
2016	23,477		1,058,112		45.07		1,167,716		49.74	997,608		40,593,090		40.69		43,568,145		43.67
2017	12,053		684,872		56.82		740,229		61.41	224,679		10,013,750		44.57		10,908,765		48.55
2018	16,919		851,482		50.33		940,770		55.60	75,187		4,390,364		58.39		4,931,425		65.59
Thereafter	15,373		865,995		56.33		988,036		64.27	530,123		29,095,257		54.88		32,325,124		60.98

(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.

Third 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	-		-		-		-		-	-		-		-		-		-
Q4 2009	71,065		3,568,185		50.21		3,568,185		50.21	-		-		-		-		-

Total 2009	71,065	$	3,568,185	$	50.21	$	3,568,185	$	50.21	-	$	-	$	-	$	-	$	-


Q1 2010	5,927	$	221,943	$	37.45	$	221,943	$	37.45	-	$	-	$	-	$	-	$	-
Q2 2010	53,844		2,303,482		42.78		2,303,482		42.78	-		-		-		-		-
Q3 2010	26,496		1,362,403		51.42		1,362,403		51.42	-		-		-		-		-
Q4 2010	614,425		10,925,152		17.78		11,127,737		18.11	-		-		-		-		-

Total 2010	700,692	$	14,812,981	$	21.14	$	15,015,566	$	21.43	-	$	-	$	-	$	-	$	-


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

Q1 2009	-	$	-	$	-	$	-	$	-	-	$	-	$	-	$	-	$	-
Q2 2009	-		-		-		-		-	-		-		-		-		-
Q3 2009	-		-		-		-		-	-		-		-		-		-
Q4 2009	4,634		138,232		29.83		138,232		29.83	75,699		3,706,417		48.96		3,706,417		48.96

Total 2009	4,634	$	138,232	$	29.83	$	138,232	$	29.83	75,699	$	3,706,417	$	48.96	$	3,706,417	$	48.96


Q1 2010	10,177	$	199,075	$	19.56	$	199,075	$	19.56	16,104	$	421,018	$	26.14	$	421,018		26.14
Q2 2010	420		41,341		98.43		41,341		98.43	54,264		2,344,823		43.21		2,344,823		43.21
Q3 2010	3,087		205,510		66.57		205,510		66.57	29,583		1,567,913		53.00		1,567,913		53.00
Q4 2010	21,329		823,453		38.61		825,828		38.72	635,754		11,748,606		18.48		11,953,565		18.80

Total 2010	35,013	$	1,269,378	$	36.25	$	1,271,753	$	36.32	735,705	$	16,082,359	$	21.86	$	16,287,319	$	22.14

(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.

Third 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	40,546	$	3,681,094	$	90.79	$	3,681,094	$	90.79	-	$	-	$	-	$	-	$	-
2010	384,396		27,589,135		71.77		30,767,245		80.04	-		-		-		-		-
2011	255,794		22,377,812		87.48		22,335,230		87.32	-		-		-		-		-
2012	578,174		43,471,203		75.19		43,775,684		75.71	-		-		-		-		-
2013	125,448		11,805,975		94.11		11,825,047		94.26	-		-		-		-		-
2014	177,791		15,315,673		86.14		15,715,643		88.39	-		-		-		-		-
2015	381,312		28,912,681		75.82		29,652,089		77.76	-		-		-		-		-
2016	660,066		51,150,815		77.49		55,401,583		83.93	-		-		-		-		-
2017	1,421,201		127,717,546		89.87		134,766,019		94.83	-		-		-		-		-
2018	165,376		21,015,806		127.08		22,684,336		137.17	-		-		-		-		-
Thereafter	3,804,296		293,432,170		77.13		351,164,815		92.31	-		-		-		-		-

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

2009	551	$	105,941	$	192.27	$	105,941	$	192.27	41,097	$	3,787,034	$	92.15	$	3,787,034	$	92.15
2010	-		-		-		-		-	384,396		27,589,135		71.77		30,767,245		80.04
2011	16,130		1,694,085		105.03		1,750,947		108.55	271,924		24,071,896		88.52		24,086,178		88.58
2012	37,169		4,228,236		113.76		4,287,975		115.36	615,343		47,699,439		77.52		48,063,659		78.11
2013	1,682		166,160		98.79		184,104		109.46	127,130		11,972,135		94.17		12,009,151		94.46
2014	11,368		1,297,344		114.12		1,441,331		126.79	189,159		16,613,017		87.83		17,156,974		90.70
2015	12,488		3,316,710		265.59		2,493,552		199.68	393,800		32,229,391		81.84		32,145,642		81.63
2016	91,381		18,379,961		201.14		11,083,863		121.29	751,447		69,530,776		92.53		66,485,446		88.48
2017	26,685		2,339,609		87.68		2,493,468		93.44	1,447,886		130,057,155		89.83		137,259,487		94.80
2018	-		-		-		-		-	165,376		21,015,806		127.08		22,684,336		137.17
Thereafter	88,787		12,254,782		138.02		16,124,839		181.61	3,893,083		305,686,952		78.52		367,289,654		94.34

(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.

Third 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	-		-		-		-		-	-		-		-		-		-
Q4 2009	40,546		3,681,094		90.79		3,681,094		90.79	-		-		-		-		-

Total 2009	40,546	$	3,681,094	$	90.79	$	3,681,094	$	90.79	-	$	-	$	-	$	-	$	-


Q1 2010	77,457	$	5,769,495	$	74.49	$	5,835,784	$	75.34	-	$	-	$	-	$	-	$	-
Q2 2010	28,427		1,438,342		50.60		1,532,267		53.90	-		-		-		-		-
Q3 2010	156,892		10,211,541		65.09		13,218,144		84.25	-		-		-		-		-
Q4 2010	121,620		10,169,757		83.62		10,181,050		83.71	-		-		-		-		-

Total 2010	384,396	$	27,589,135	$	71.77	$	30,767,245	$	80.04	-	$	-	$	-	$	-	$	-


	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	-		-		-		-		-	-		-		-		-		-
Q4 2009	551		105,941		192.27		105,941		192.27	41,097		3,787,034		92.15		3,787,034		92.15

Total 2009	551	$	105,941	$	192.27	$	105,941	$	192.27	41,097	$	3,787,034	$	92.15	$	3,787,034	$	92.15


Q1 2010	-	$	-	$	-	$	-	$	-	77,457	$	5,769,495	$	74.49	$	5,835,784	$	75.34
Q2 2010	-		-		-		-		-	28,427		1,438,342		50.60		1,532,267		53.90
Q3 2010	-		-		-		-		-	156,892		10,211,541		65.09		13,218,144		84.25
Q4 2010	-		-		-		-		-	121,620		10,169,757		83.62		10,181,050		83.71

Total 2010	-	$	-	$	-	$	-	$	-	384,396	$	27,589,135	$	71.77	$	30,767,245	$	80.04

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

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

Boston Properties, Inc.

Third 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	18,298	$	618,708	$	33.81	$	618,708	$	33.81	-	$	-	$	-	$	-	$	-
2010	128,147		4,741,118		37.00		4,741,118		37.00	-		-		-		-		-
2011	324,241		11,654,494		35.94		11,704,192		36.10	-		-		-		-		-
2012	49,644		1,742,983		35.11		1,762,520		35.50	-		-		-		-		-
2013	190,593		6,462,600		33.91		6,737,486		35.35	-		-		-		-		-
2014	673,420		22,594,830		33.55		23,421,025		34.78	-		-		-		-		-
2015	154,152		4,727,602		30.67		5,139,564		33.34	-		-		-		-		-
2016	62,348		1,986,217		31.86		2,236,834		35.88	-		-		-		-		-
2017	121,110		3,994,804		32.98		4,517,790		37.30	-		-		-		-		-
2018	-		-		-		-		-	-		-		-		-		-
Thereafter	148,760		4,345,760		29.21		4,879,805		32.80	-		-		-		-		-

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

2009	-	$	-	$	-	$	-	$	-	18,298	$	618,708	$	33.81	$	618,708	$	33.81
2010	-		-		-		-		-	128,147		4,741,118		37.00		4,741,118		37.00
2011	-		-		-		-		-	324,241		11,654,494		35.94		11,704,192		36.10
2012	-		-		-		-		-	49,644		1,742,983		35.11		1,762,520		35.50
2013	-		-		-		-		-	190,593		6,462,600		33.91		6,737,486		35.35
2014	-		-		-		-		-	673,420		22,594,830		33.55		23,421,025		34.78
2015	-		-		-		-		-	154,152		4,727,602		30.67		5,139,564		33.34
2016	-		-		-		-		-	62,348		1,986,217		31.86		2,236,834		35.88
2017	-		-		-		-		-	121,110		3,994,804		32.98		4,517,790		37.30
2018	-		-		-		-		-	-		-		-		-		-
Thereafter	-		-		-		-		-	148,760		4,345,760		29.21		4,879,805		32.80

(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.

Third 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	-		-		-		-		-	-		-		-		-		-
Q4 2009	18,298		618,708		33.81		618,708		33.81	-		-		-		-		-

Total 2009	18,298	$	618,708	$	33.81	$	618,708	$	33.81	-	$	-	$	-	$	-	$	-


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	-		-		-		-		-	-		-		-		-		-
Q4 2009	-		-		-		-		-	18,298		618,708		33.81		618,708		33.81

Total 2009	-	$	-	$	-	$	-	$	-	18,298	$	618,708	$	33.81	$	618,708	$	33.81


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.

Third 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	93,869	$	4,650,032	$	49.54	$	4,672,232	$	49.77	276,609	$	9,654,937	$	34.90	$	9,658,057	$	34.92
2010	195,404		9,966,421		51.00		10,418,745		53.32	266,911		14,114,535		52.88		14,251,677		53.39
2011	782,895		44,819,343		57.25		45,986,692		58.74	152,183		8,598,702		56.50		8,826,449		58.00
2012	439,268		21,035,738		47.89		21,081,153		47.99	169,638		7,581,406		44.69		7,661,065		45.16
2013	297,208		17,794,094		59.87		18,420,537		61.98	34,179		1,658,306		48.52		1,780,327		52.09
2014	530,494		25,758,960		48.56		25,732,527		48.51	344,748		12,996,842		37.70		19,086,995		55.37
2015	309,531		15,305,198		49.45		16,390,267		52.95	339,429		19,173,503		56.49		21,231,898		62.55
2016	296,421		22,623,811		76.32		23,222,789		78.34	57,782		2,788,682		48.26		3,215,094		55.64
2017	211,425		12,435,491		58.82		14,286,747		67.57	775,148		42,589,543		54.94		46,160,036		59.55
2018	178,454		8,126,617		45.54		8,199,179		45.95	66,223		4,154,488		62.73		4,848,048		73.21
Thereafter	1,154,767		51,105,664		44.26		77,569,918		67.17	1,375,810		71,228,029		51.77		91,955,324		66.84

	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	41,097	$	3,787,034	$	92.15	$	3,787,034	$	92.15	75,699	$	3,706,417	$	48.96	$	3,706,417	$	48.96
2010	384,396		27,589,135		71.77		30,767,245		80.04	164,538		7,355,646		44.70		7,358,021		44.72
2011	271,924		24,071,896		88.52		24,086,178		88.58	316,966		24,685,553		77.88		24,903,303		78.57
2012	615,343		47,699,439		77.52		48,063,659		78.11	272,001		14,913,058		54.83		15,700,833		57.72
2013	127,130		11,972,135		94.17		12,009,151		94.46	216,061		10,717,793		49.61		11,088,190		51.32
2014	189,159		16,613,017		87.83		17,156,974		90.70	230,680		10,884,527		47.18		11,351,865		49.21
2015	393,800		32,229,391		81.84		32,145,642		81.63	188,676		11,043,478		58.53		9,959,250		52.78
2016	751,447		69,530,776		92.53		66,485,446		88.48	869,220		37,438,035		43.07		39,885,685		45.89
2017	1,447,886		130,057,155		89.83		137,259,487		94.80	194,220		9,102,424		46.87		9,644,595		49.66
2018	165,376		21,015,806		127.08		22,684,336		137.17	75,187		4,390,364		58.39		4,931,425		65.59
Thereafter	3,893,083		305,686,952		78.52		367,289,654		94.34	530,123		29,095,257		54.88		32,325,124		60.98


	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.

Third 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	148,327	$	5,052,300	$	34.06	$	5,052,300	$	34.06	409,520	$	13,076,019	$	31.93	$	13,076,019	$	31.93
2010	487,698		15,795,711		32.39		15,927,630		32.66	676,852		23,883,517		35.29		23,944,767		35.38
2011	511,945		14,298,773		27.93		14,408,628		28.14	737,580		25,101,885		34.03		25,876,983		35.08
2012	784,640		25,136,635		32.04		25,826,880		32.92	786,699		31,775,241		40.39		33,143,409		42.13
2013	264,237		7,138,744		27.02		7,819,581		29.59	158,673		7,761,793		48.92		8,145,673		51.34
2014	197,701		5,650,746		28.58		5,858,554		29.63	662,657		20,716,945		31.26		22,640,450		34.17
2015	288,901		9,054,611		31.34		10,392,447		35.97	282,430		9,460,130		33.50		10,739,053		38.02
2016	214,824		6,852,056		31.90		7,650,372		35.61	232,851		9,105,116		39.10		10,626,479		45.64
2017	153,599		4,981,724		32.43		5,695,912		37.08	76,044		3,570,345		46.95		4,267,780		56.12
2018	2,291		65,178		28.45		69,760		30.45	260,537		12,374,965		47.50		15,014,988		57.63
Thereafter	422,579		14,230,489		33.68		15,277,763		36.15	1,312,275		51,218,677		121.20		61,991,173		47.24

	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	-	$	-	$	-	$	-	$	-	-	$	-	$	-	$	-	$	-
2010	-		-		-		-		-	571,167		8,726,713		15.28		8,929,298		15.63
2011	-		-		-		-		-	74,741		1,526,252		20.42		1,671,761		22.37
2012	-		-		-		-		-	26,841		903,425		33.66		972,458		36.23
2013	-		-		-		-		-	33,479		838,958		25.06		925,615		27.65
2014	-		-		-		-		-	256,302		8,661,369		33.79		9,245,737		36.07
2015	-		-		-		-		-	223,589		7,183,560		32.13		8,238,795		36.85
2016	-		-		-		-		-	128,388		3,155,055		24.57		3,682,460		28.68
2017	-		-		-		-		-	30,459		911,326		29.92		1,264,170		41.50
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	18,298	$	618,708	$	33.81	$	618,708	$	33.81	-	$	-	$	-	$	-	$	-
2010	128,147		4,741,118		37.00		4,741,118		37.00	-		-		-		-		-
2011	324,241		11,654,494		35.94		11,704,192		36.10	-		-		-		-		-
2012	49,644		1,742,983		35.11		1,762,520		35.50	-		-		-		-		-
2013	190,593		6,462,600		33.91		6,737,486		35.35	-		-		-		-		-
2014	673,420		22,594,830		33.55		23,421,025		34.78	-		-		-		-		-
2015	154,152		4,727,602		30.67		5,139,564		33.34	-		-		-		-		-
2016	62,348		1,986,217		31.86		2,236,834		35.88	-		-		-		-		-
2017	121,110		3,994,804		32.98		4,517,790		37.30	-		-		-		-		-
2018	-		-		-		-		-	-		-		-		-		-
Thereafter	148,760		4,345,760		29.21		4,879,805		32.80	-		-		-		-		-

(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.

Third Quarter 2009

HOTEL PERFORMANCE

Cambridge Center Marriott


	Third Quarter 2009			Third Quarter 2008			Percent Change		Year to Date 2009			Year To Date 2008			Percent Change

Occupancy		79.2	%		85.0	%	-6.8	%		75.4	%		79.1	%	-4.7	%

Average Daily Rate	$	172.31		$	212.19		-18.8	%	$	179.34		$	209.79		-14.5	%

Revenue per available room	$	136.61		$	180.29		-24.2	%	$	135.30		$	167.61		-19.3	%



*OCCUPANCY ANALYSIS*

*Same Property Occupancy⁽¹⁾ - By Location*

	CBD						Suburban					Total
Location	30-Sep-09			30-Sep-08			30-Sep-09		30-Sep-08			30-Sep-09			30-Sep-08

Greater Boston		96.0	%		96.3	%	84.3	%		87.9	%		90.6	%	92.4	%
Greater Washington		99.4	%		99.9	%	96.4	%		97.1	%		97.7	%	98.4	%
Midtown Manhattan		93.2	%		99.0	%	n/a			n/a			93.2	%	99.0	%
Princeton/East Brunswick, NJ		n/a			n/a		81.3	%		83.9	%		81.3	%	83.9	%
Greater San Francisco		91.0	%		90.8	%	90.1	%		95.7	%		90.7	%	92.3	%

Total Portfolio		94.7	%		97.0	%	88.9	%		91.5	%		92.4	%	94.9	%


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

	CBD						Suburban					Total
	30-Sep-09			30-Sep-08			30-Sep-09		30-Sep-08			30-Sep-09			30-Sep-08

Total Office Portfolio		94.6	%		97.0	%	90.2	%		93.2	%		93.0	%	95.6	%
Total Office/Technical Portfolio		100.0	%		100.0	%	77.9	%		77.9	%		81.9	%	81.9	%

Total Portfolio		94.7	%		97.0	%	88.9	%		91.5	%		92.4	%	94.9	%

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

Boston Properties, Inc.

Third Quarter 2009

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office		Office/Technical		Hotel (1)		Total
Number of Properties	107		20		1		128
Square feet	30,167,520		1,659,294		330,400		32,157,214
Percent of in-service properties	89.9	%	100.0	%	100.0	%	90.5	%
Occupancy @ 09/30/08	95.6	%	81.9	%	-		94.9	%
Occupancy @ 09/30/09	93.0	%	81.9	%	-		92.4	%
Percent change from 3rd quarter 2009 over 3rd quarter 2008 (2):
Rental revenue	3.6	%(3)	1.7	%	-21.6	%
Operating expenses and real estate taxes	-1.1	%	1.1	%	-14.3	%
Consolidated Net Operating Income (4) - excluding hotel							6.3	%(2)(3)
Consolidated Net Operating Income (4) - Hotel							-43.0	%(2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (4) (5)							-0.4	%(2)
Portfolio Net Operating Income (4)							4.6	%(3)

Rental revenue - cash basis	-3.5	%	1.6	%	-21.6	%
Consolidated Net Operating Income (4) - cash basis (6) excluding hotel	-4.9	%	1.9	%			-4.6	%(2)
Consolidated Net Operating Income (4) - cash basis (6) - Hotel							-43.0	%(2)
Net Operating Income - cash basis (6) - BXP’s share of unconsolidated joint ventures							-2.1	%(2)
Portfolio Net Operating Income (4) - cash basis (6)							-4.7	%

Same Property Lease Analysis - quarter ended September 30, 2009


	Office			Office/Technical			Total
Vacant space available @ 7/1/2009 (sf)		2,134,016			300,275			2,434,291
Square footage of leases expiring or terminated 7/1/2009-9/30/2009		870,168			9,820			879,988

Total space for lease (sf)		3,004,184			310,095			3,314,279

New tenants (sf)		398,588			-			398,588
Renewals (sf)		489,467			9,820			499,287

Total space leased (sf)		888,055			9,820			897,875

Space available @ 9/30/2009 (sf)		2,116,129			300,275			2,416,404

Net (increase)/decrease in available space (sf)		17,887			-			17,887
2nd generation Average lease term (months)		119			24			118
2nd generation Average free rent (days)		108			-			107
2nd generation TI/Comm PSF	$	29.07		$	-		$	28.75
Increase (decrease) in 2nd generation gross rents (7)		-16.33	%		1.13	%		-16.29	%
Increase (decrease) in 2nd generation net rents (7)		-25.48	%		1.43	%		-25.40	%

(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)

(4)	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.

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

(6)	For a quantitative reconciliation of NOI to NOI on a cash basis, see page 43.

(7)	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 875,959 square feet.

Boston Properties, Inc.

Third Quarter 2009

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	September 30, 2009			September 30, 2008
	*(in thousands)*

Net income (loss) attributable to Boston Properties, Inc.	$	65,795		$	43,079
Net income (loss) attributable to noncontrolling interests:
Noncontrolling interest - redeemable preferred units of the Operating Partnership		772			931
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership		307			256
Noncontrolling interest - common units of the Operating Partnership		9,662			7,562
Noncontrolling interests in property partnerships		1,114			525
Gains on sales of real estate		(2,394	)		(1,753	)
Income (loss) from unconsolidated joint ventures		(6,350	)		(2,644	)

Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and income (loss) attributable to noncontrolling interests		68,906			47,956

Add:
Losses (gains) from investments in securities		(1,317	)		940
Loss from early extinguishment of debt		16			-
Net derivative losses (gains)		-			6,318
Depreciation and amortization		78,181			75,321
Interest expense		77,090			74,662
General and administrative expense		19,989			18,758

Subtract:
Interest and other income		(1,513	)		(1,152	)
Development and management services income		(9,754	)		(9,557	)

Consolidated Net Operating Income		231,598			213,246
Net Operating Income from unconsolidated joint ventures (BXP’s share) (1)		61,553			56,399

Combined Net Operating Income		293,151			269,645
Subtract:
Net Operating Income from Value-Added Fund (BXP’s share)		(1,158	)		(1,255	)

Portfolio Net Operating Income	$	291,993		$	268,390


Same Property Net Operating Income		265,513			253,762
Net operating income from non Same Properties (2)		26,006			13,190
Termination income		474			1,438

Portfolio Net Operating Income	$	291,993		$	268,390


Same Property Net Operating Income		265,513			253,762
Less straight-line rent and fair value lease revenue		33,864			10,628

Same Property Net Operating Income - cash basis	$	231,649		$	243,134

(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.

Third 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-Sep-09		30-Sep-08			$ Change			% Change		30-Sep-09			30-Sep-08			$ Change			% Change
Rental Revenue	$	331,140	$	320,823							$	11,624		$	11,427
Less Termination Income		309		1,349								-			-


Rental revenue - subtotal		330,831		319,474			11,357		3.6	% (1)		11,624			11,427			197		1.7	%

Operating expenses and real estate taxes		121,494		122,862			(1,368	)	-1.1	%		3,367			3,330			37		1.1	%


Net Operating Income (2)	$	209,337	$	196,612		$	12,725		6.5	% (1)	$	8,257		$	8,097		$	160		2.0	%


Rental revenue - subtotal	$	330,831	$	319,474							$	11,624		$	11,427

Less straight line rent and fair value lease revenue		10,520		(12,402	)		22,922		184.8	% (1)		56			45			11		24.4	%


Rental revenue - cash basis		320,311		331,876			(11,565	)	-3.5	%		11,568			11,382			186		1.6	%

Less:
Operating expenses and real estate taxes		121,494		122,862			(1,368	)	-1.1	%		3,367			3,330			37		1.1	%


Net Operating Income (3) - cash basis	$	198,817	$	209,014		$	(10,197	)	-4.9	%	$	8,201		$	8,052		$	149		1.9	%


	Sub-Total										Hotel
	For the three months ended					$ Change			% Change		For the three months ended						$ Change			% Change
	30-Sep-09		30-Sep-08			$ Change			% Change		30-Sep-09			30-Sep-08			$ Change			% Change
Rental Revenue	$	342,764	$	332,250							$	6,650		$	8,482
Less Termination Income		309		1,349								-			-


Rental revenue - subtotal		342,455		330,901			11,554		3.5	% (1)		6,650			8,482		$	(1,832	)	-21.6	%

Operating expenses and real estate taxes		124,861		126,192			(1,331	)	-1.1	%		5,417			6,318			(901	)	-14.3	%


Net Operating Income (2)	$	217,594	$	204,709		$	12,885		6.3	% (1)	$	1,233		$	2,164		$	(931	)	-43.0	%


Rental revenue - subtotal	$	342,455	$	330,901							$	6,650		$	8,482

Less straight line rent and fair value lease revenue		10,576		(12,357	)		22,933		185.6	% (1)		(1	)		(1	)		-		0.0	%


Rental revenue - cash basis		331,879		343,258			(11,379	)	-3.3	%		6,651			8,483			(1,832	)	-21.6	%

Less:
Operating expenses and real estate taxes		124,861		126,192			(1,331	)	-1.1	%		5,417			6,318			(901	)	-14.3	%


Net Operating Income (3) - cash basis	$	207,018	$	217,066		$	(10,048	)	-4.6	%	$	1,234		$	2,165		$	(931	)	-43.0	%


	Unconsolidated Joint Ventures (4)										Total
	For the three months ended					$ Change			% Change		For the three months ended						$ Change			% Change
	30-Sep-09		30-Sep-08			$ Change			% Change		30-Sep-09			30-Sep-08			$ Change			% Change
Rental Revenue	$	61,657	$	61,937							$	411,071		$	402,669
Less Termination Income		61		8								370			1,357


Rental revenue - subtotal		61,596		61,929		$	(333	)	-0.5	%		410,701			401,312			9,389		2.3	% (1)

Operating expenses and real estate taxes		14,910		15,040			(130	)	-0.9	%		145,188			147,550			(2,362	)	-1.6	%


Net Operating Income (2)	$	46,686	$	46,889		$	(203	)	-0.4	%	$	265,513		$	253,762		$	11,751		4.6	% (1)


Rental revenue - subtotal	$	61,596	$	61,929							$	410,701		$	401,312

Less straight line rent and fair value lease revenue		23,289		22,986			303		1.3	%		33,864			10,628			23,236		218.6	% (1)


Rental revenue - cash basis		38,307		38,943			(636	)	-1.6	%		376,837			390,684			(13,847	)	-3.5	%

Less:
Operating expenses and real estate taxes		14,910		15,040			(130	)	-0.9	%		145,188			147,550			(2,362	)	-1.6	%


Net Operating Income (3) - cash basis	$	23,397	$	23,903		$	(506	)	-2.1	%	$	231,649		$	243,134		$	(11,485	)	-4.7	%

(1)

The results for the three months ended September 30, 2008 were impacted by the establishment of non-cash reserves for the accrued straight-line rent balances associated with the Company’s leases with Lehman Brothers, Inc. and the law firm Heller Ehrman, LLP for $13.2 million and $7.8 million, respectively. Excluding the reserves the percentage change in Office Rental Revenue - Subtotal, Office Net Operating Income, and Office Straight Line Rent and Fair Value Lease Revenue would be -2.8%, -3.8% and 22.5%, respectively, the percentage change in Sub-Total Rental Revenue-Subtotal, Sub-Total Net Operating Income and Sub-Total Straight Line Rent and Fair Value Lease Revenue would be -2.7%, -3.6% and 22.5%, respectively and the percentage change in Total Rental Revenue - Subtotal, Total Net Operating Income and Total Straight Line Rent and Fair Value Lease Revenue would be -2.7%, -3.4% and 7.1%, respectively.

(2)	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.

(3)	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.

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

Boston Properties, Inc.

Third Quarter 2009

LEASING ACTIVITY

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


	Office			Office/Technical			Total
Vacant space available @ 7/1/2009 (sf)		2,488,411			300,275			2,788,686
Property dispositions/ assets taken out of service (sf)		-			-			-
Property acquisitions/ assets placed in-service (sf)		-			-			-
Leases expiring or terminated 7/1/2009-9/30/2009 (sf)		917,281			9,820			927,101

Total space for lease (sf)		3,405,692			310,095			3,715,787

New tenants (sf)		408,257			-			408,257
Renewals (sf)		527,617			9,820			537,437

Total space leased (sf)		935,874			9,820			945,694	(1)

Space available @ 9/30/2009 (sf)		2,469,818			300,275			2,770,093

Net (increase)/decrease in available space (sf)		18,593			-			18,593
2nd generation Average lease term (months)		118			24			117
2nd generation Average free rent (days)		103			-			102
2nd generation TI/Comm PSF	$	28.55		$	-		$	28.24
Increase (decrease) in 2nd generation gross rents (2)		-17.04	%		1.13	%		-17.00	%
Increase (decrease) in 2nd generation net rents (3)		-26.48	%		1.43	%		-26.41	%


	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	-	61,887	6.75	%	10.93	%	61,887	181,124
Washington	2,859	368,565	0.92	%	1.31	%	371,424	329,247
New York	-	357,608	-28.38	%	-42.44	%	357,608	433,594
San Francisco	-	22,170	-15.63	%	-25.21	%	22,170	263,860
Princeton	-	132,605	-10.15	%	-14.98	%	132,605	154,944

	2,859	942,835	-17.00	%	-26.41	%	945,694	1,362,769

(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 917,174.

(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 917,174.

(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 quarters, including properties currently under development.

Boston Properties, Inc.

Third Quarter 2009

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q3 2009		Q2 2009		Q1 2009		2008			2007		2006
Recurring capital expenditures	$	4,443	$	5,702	$	8,814	$	29,781		$	36,599	$	25,718

Planned non-recurring capital expenditures associated with acquisition properties		200		48		382		3,203			1,490		3,869

Hotel improvements, equipment upgrades and replacements		376		279		662		2,317	(1)		1,127		7,969	(2)

	$	5,019	$	6,029	$	9,858	$	35,301		$	39,216	$	37,556

2nd Generation Tenant Improvements and Leasing Commissions


	Q3 2009		Q2 2009		Q1 2009		2008		2007		2006
Office
Square feet		933,015		903,352		608,030		2,472,619		3,201,812		2,972,996

Tenant improvement and lease commissions PSF	$	28.55	$	37.75	$	42.62	$	30.17	$	23.88	$	29.14

Office/Technical
Square feet		9,820		-		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	$	28.24	$	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.

Third Quarter 2009

ACQUISITIONS/DISPOSITIONS

as of September 30, 2009

ACQUISITIONS

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


Property	Date Disposed	Square Feet	Gross Sales Price		Book Gain

20 F Street Land (2)	Apr-08	-	$	-	$	9,682,000

Total Dispositions		-	$	-	$	9,682,000

(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 the Company has and will continue to recognize over the construction period.

Boston Properties, Inc.

Third Quarter 2009

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of September 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 09/30/09 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (4)

701 Carnegie Center	Q4 2009	Q4 2009	Princeton, NJ	1	120,000		32,061,145		34,000,000		-		-		1,938,855	100	%
Weston Corporate Center	Q3 2010	Q3 2010	Weston, MA	1	356,367		76,109,954		150,000,000		-		-		73,890,046	100	%
Atlantic Wharf (formerly Russia Wharf) (5)	Q1 2011	Q1 2012	Boston, MA	2	815,000		343,964,484		550,000,000		215,000,000		-		-	78	% (6)
2200 Pennsylvania Avenue (7)	Q2 2011	Q2 2012	Washington, DC	2	780,000		71,998,714		380,000,000		-		-		308,001,286	42	% (8)

Total Properties under Construction				6	2,071,367	$	524,134,297	$	1,114,000,000	$	215,000,000	$	-	$	383,830,187	74	% (6)(8)


250 West 55th (9)	-	-	New York, NY	1	1,000,000		463,442,802		480,000,000		-		-		16,557,198	N/A

Total Properties Suspended				1	1,000,000	$	463,442,802	$	480,000,000	$	-	$	-	$	16,557,198	N/A


*PROJECTS PLACED-IN-SERVICE DURING 2009*

	Initial In Service Date	Estimated Stabilization Date	Location	# of Buildings	Square feet	Investment to Date (2)(3)		Estimated Total Investment (2)(3)		Debt		Drawn at 09/30/09 (2)		Estimated Future Equity Requirement		Percentage Leased

Democracy Tower (formerly South of Market - Phase II)	Q3 2009	Q3 2009	Reston, VA	1	235,436	$	79,707,591	$	82,000,000	$	65,000,000	$	57,632,030	$	-	100	%
One Preserve Parkway	Q2 2008	Q3 2010	Rockville, MD	1	185,095		50,192,799		60,536,931		-		-		10,344,132	65	%
Wisconsin Place (66.67% ownership) (10)	Q2 2009	Q2 2009	Chevy Chase, MD	1	299,136		80,379,883		93,500,000		79,970,501		65,257,025		-	91	%

Total Projects Placed in Service				3	719,667	$	210,280,273	$	236,036,931	$	144,970,501	$	122,889,055	$	10,344,132	87	%

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	129,194	16.0	%		18.01	N	S	414,000
6601 Springfield Center Drive	Fairfax County VA	1	26,388	100.0	%		13.77	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	688,601	63.8	%	$	22.38			2,198,000

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

(2)	Represents the Company’s share.

(3)	Includes net revenue during lease up period.

(4)	Represents percentage leased as of October 27, 2009.

(5)	Project includes 235,000 square feet of residential space for rent or for sale and 24,000 square feet of retail space.

(6)

Percentage Leased excludes 235,000 square feet of residential space and includes 24,000 square feet of retail space. We are seeking approval to increase the office square footage by approximately 200,000 square feet and decrease the residential square footage by approximately 160,000 square feet. If we are successful, the percentage leased would be 58%.

(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)

Effective 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 $41.8 million of land and infrastructure costs invested to date, which represents the Company’s interest of approximately 23.89%.

(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.

Third Quarter 2009

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of September 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	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 (3)	1.0	450,000
Washington, DC (1)	1.0	450,000
Marlborough, MA	50.0	400,000
Annapolis, MD (50% ownership)	20.0	300,000
Andover, MA	10.0	110,000
New York, NY (50% ownership) (4)	0.2	TBD

	364.9	9,539,000

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of September 30, 2009


Location	Acreage	Approximate Developable Square Feet

Princeton, NJ (5)	143.1	1,780,000
Cambridge, MA (6)	1.1	370,000

	144.2	2,150,000

(1)	Properties on-site are held for future re-development and are referenced on page 47.

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

(3)	On July 2, 2009, the Company executed an agreement to ground lease with a Residential developer to develop approximately 250,000 square feet. Option payments commenced in the third quarter of 2009.

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

(5)	Option to purchase at a fixed price of $30.50 per square foot plus annual non-refundable option payments of $125,000.

(6)

In accordance with an agreement executed on November 26, 2008, an option for 170,000 square feet of office development rights was transferred to the Company. On July 23, 2009, the Company executed a contract with the Cambridge Redevelopment Authority to purchase the 170,000 square feet of development rights. In addition, the Company also has the option to purchase an additional 200,000 square feet of residential rights.

Boston Properties, Inc.

Third 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 determined 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, fair value interest adjustment, net derivative losses (gains), impairments, ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment, loss from suspension of development, non-cash termination income and partners’ share of joint venture 2nd generation tenant improvement and leasing commission, (2) eliminating the effects of straight-line rent and fair value lease revenue, (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 determined 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.

Third Quarter 2009

Definitions

Consolidated Net Operating Income (NOI)

Consolidated NOI is a non-GAAP financial measure equal to net income attributable to Boston Properties, Inc., 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

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

THIRD QUARTER 2009 RESULTS


Reports diluted FFO per share of $1.13		Reports diluted EPS of $0.47

BOSTON, MA, October 27, 2009 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the third quarter ended September 30, 2009.

Funds from Operations (FFO) for the quarter ended September 30, 2009 were $158.5 million, or $1.14 per share basic and $1.13 per share diluted. This compares to FFO for the quarter ended September 30, 2008 of $132.5 million, or $1.11 per share basic and $1.09 per share diluted. FFO for the quarters ended September 30, 2009 and 2008 includes additional non-cash interest expense of $0.06 and $0.04 per share on a diluted basis, respectively, related to the Company’s adoption of Accounting Standards Codification 470-20 “Debt with Conversion and Other Options” (formerly known as FSP No. APB 14-1). FFO for the quarter ended September 30, 2008 also includes non-cash charges of (1) $0.15 per share on a diluted basis related to the establishment of reserves for the accrued straight-line rent balances associated with the Company’s leases with Lehman Brothers Inc. and the law firm of Heller Ehrman LLP and (2) $0.04 per share on a diluted basis related to the partial ineffectiveness of the Company’s interest rate hedging contracts. The weighted average number of basic and diluted shares outstanding totaled 138,641,262 and 140,685,570, respectively, for the quarter ended September 30, 2009 and 119,832,474 and 122,830,104, respectively, for the quarter ended September 30, 2008.

Net income available to common shareholders was $65.8 million for the quarter ended September 30, 2009, compared to $43.1 million for the quarter ended September 30, 2008. Net income available to common shareholders per share (EPS) for the quarter ended September 30, 2009 was $0.47 basic and $0.47 on a diluted basis. This compares to EPS for the third quarter of 2008 of $0.36 basic and $0.35 on a diluted basis. EPS includes $0.01 and $0.01, on a diluted basis, related to gains on sales of real estate for the quarters ended September 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 September 30, 2009. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of September 30, 2009, the Company’s portfolio consisted of 146 properties comprising approximately 49.6 million square feet, including six properties under construction totaling 2.1 million square feet and one hotel. The overall percentage of leased space for the 139 properties in service as of September 30, 2009 was 92.1%.

Significant events during the third quarter included:

•

On July 30, 2009, the Company obtained mortgage financing totaling $50.0 million collateralized by its Reservoir Place property located in Waltham, Massachusetts. The mortgage financing initially bears interest at a variable rate equal to LIBOR plus 3.85% per annum and matures on July 30, 2014.

•

On August 1, 2009, the Company placed in-service Democracy Tower, an approximately 235,000 net rentable square foot Class A office property located in Reston, Virginia. The property is 100% leased.

•

On August 3, 2009, the Company used available cash to repay the mortgage loans collateralized by its 1301 New York Avenue property located in Washington, DC aggregating approximately $20.5 million. The mortgage loans bore interest at a weighted-average fixed rate of 6.91% per annum and were scheduled to mature on August 15, 2009. There were no prepayment penalties.

Transactions completed subsequent to September 30, 2009:

•

On October 9, 2009, the Company’s Operating Partnership completed a public offering of $700.0 million in aggregate principal amount of its 5.875% senior notes due 2019. The notes were priced at 99.931% of the principal amount to yield 5.884% to maturity. The aggregate net proceeds to the Operating Partnership, after deducting underwriter discounts and offering expenses, were approximately $693.7 million. The notes mature on October 15, 2019, unless earlier redeemed.

•

On October 9, 2009, the Company placed in-service 701 Carnegie Center, an approximately 120,000 net rentable square foot Class A office property located in Princeton, New Jersey. The property is 100% leased.

EPS and FFO per Share Guidance:

The Company’s guidance for the fourth quarter 2009 and full year 2010 for EPS (diluted) and FFO per share (diluted) is set forth and reconciled below.


	Fourth Quarter 2009					Full Year 2010
	Low		-	High		Low		-	High
Projected EPS (diluted)	$	0.40	-	$	0.42	$	1.26	-	$	1.46
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.65	-		0.65		2.75	-		2.75
Less:
Projected Company Share of Gains on Sales of Real Estate		0.01	-		0.01		0.01	-		0.01


Projected FFO per Share (diluted)	$	1.04	-	$	1.06	$	4.00	-	$	4.20

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, October 28, 2009 at 10:00 AM Eastern Time, open to the general public, to discuss the third quarter 2009 results, the fourth quarter 2009 and fiscal 2010 projections and related assumptions, and other related matters that may be of interest to investors. The number to call for this interactive teleconference is (877) 706-4503 (Domestic) or (281) 913-8731 (International) and entering the passcode 34803191. A replay of the conference call will be available through November 11, 2009, by dialing (800) 642-1687 (Domestic) or (706) 645-9291 (International) and entering the passcode 34803191. There will also be a live audio webcast of the call which may be accessed on the Company’s website at www.bostonproperties.com in the Investor Relations section. Shortly after the call a replay of the webcast will be available in the Investor Relations section of the Company’s website and archived for up to twelve months following the call.

Additionally, a copy of Boston Properties’ third quarter 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 fourth quarter 2009 and full fiscal year 2010, whether as a result of new information, future events or otherwise.

Financial tables follow.

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


	Three months ended September 30,						Nine months ended September 30,
	2009			2008			2009			2008
	(in thousands, except for per share amounts) (unaudited)
Revenue
Rental:
Base rent	$	291,602		$	266,205		$	889,983		$	828,671
Recoveries from tenants		51,901			55,968			154,130			154,700
Parking and other		15,883			16,624			51,240			50,442

Total rental revenue		359,386			338,797			1,095,353			1,033,813
Hotel revenue		6,650			8,482			20,108			24,714
Development and management services		9,754			9,557			26,601			21,494
Interest and other		1,513			1,152			2,275			18,079

Total revenue		377,303			357,988			1,144,337			1,098,100


Expenses
Operating:
Rental		129,020			127,715			377,611			364,551
Hotel		5,418			6,318			16,249			18,664
General and administrative		19,989			18,758			55,941			55,813
Interest		77,090			74,662			234,653			216,460
Depreciation and amortization		78,181			75,321			242,556			224,381
Loss from suspension of development		-			-			27,766			-
Net derivative losses (gains)		-			6,318			-			9,849
Losses from early extinguishments of debt		16			-			510			-
Losses (gains) from investments in securities		(1,317	)		940			(1,924	)		1,973

Total expenses		308,397			310,032			953,362			891,691

Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income attributable to noncontrolling interests		68,906			47,956			190,975			206,409
Income (loss) from unconsolidated joint ventures		6,350			2,644			11,096			5,541
Gains on sales of real estate		2,394			1,753			9,682			31,394

Net income		77,650			52,353			211,753			243,344
Net income attributable to noncontrolling interests:
Noncontrolling interests in property partnerships		(1,114	)		(525	)		(2,315	)		(1,570	)
Noncontrolling interest - common units of the Operating Partnership		(9,662	)		(7,440	)		(27,776	)		(31,042	)
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership		(307	)		(256	)		(1,324	)		(4,571	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(772	)		(1,053	)		(2,734	)		(3,151	)

Net income attributable to Boston Properties, Inc.	$	65,795		$	43,079		$	177,604		$	203,010


Basic earnings per common share attributable to Boston Properties, Inc.:
Net income	$	0.47		$	0.36		$	1.38		$	1.70


Weighted average number of common shares outstanding		138,641			119,832			128,452			119,708


Diluted earnings per common share attributable to Boston Properties, Inc.:
Net income	$	0.47		$	0.35		$	1.38		$	1.67


Weighted average number of common and common equivalent shares outstanding		139,225			121,369			128,835			121,236

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


	September 30, 2009			December 31, 2008
	(in thousands, except for share amounts) (unaudited)
ASSETS

Real estate	$	9,768,619		$	9,560,924
Construction in progress		976,758			835,983
Land held for future development		241,617			228,300
Less: accumulated depreciation		(1,966,780	)		(1,768,785	)

Total real estate		9,020,214			8,856,422

Cash and cash equivalents		782,106			241,510
Cash held in escrows		20,681			21,970
Investments in securities		10,436			11,590
Tenant and other receivables, net of allowance for doubtful accounts of $4,170 and $4,006, respectively		71,845			68,743
Related party note receivable		270,000			270,000
Accrued rental income, net of allowance of $2,797 and $15,440, respectively		353,709			316,711
Deferred charges, net		288,642			325,369
Prepaid expenses and other assets		41,977			22,401
Investments in unconsolidated joint ventures		772,167			782,760

Total assets	$	11,631,777		$	10,917,476


LIABILITIES AND EQUITY

Liabilities:
Mortgage notes payable	$	2,643,497		$	2,660,642
Unsecured senior notes, net of discount		1,472,740			1,472,375
Unsecured exchangeable senior notes, net of discount		1,892,753			1,859,867
Unsecured line of credit		-			100,000
Accounts payable and accrued expenses		229,177			171,791
Dividends and distributions payable		80,463			97,162
Accrued interest payable		49,536			67,132
Other liabilities		131,193			173,750

Total liabilities		6,499,359			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, 138,781,274 and 121,259,555 shares issued and 138,702,374 and 121,180,655 shares outstanding in 2009 and 2008, respectively		1,387			1,212
Additional paid-in capital		4,362,874			3,559,841
Earnings in excess of dividends		111,463			154,953
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(22,411	)		(24,291	)

Total stockholders’ equity attributable to Boston Properties, Inc.		4,450,591			3,688,993

Noncontrolling interests:
Common units of the Operating Partnership		620,460			563,212
Property partnerships		5,715			6,900


Total equity		5,076,766			4,259,105


Total liabilities and equity	$	11,631,777		$	10,917,476

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)


	Three months ended September 30,						Nine months ended September 30,
	2009			2008			2009			2008
	(in thousands, except for per share amounts) (unaudited)
Net income attributable to Boston Properties, Inc.	$	65,795		$	43,079		$	177,604		$	203,010

Add:
Noncontrolling interest - redeemable preferred units of the Operating Partnership		772			1,053			2,734			3,151
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership		307			256			1,324			4,571
Noncontrolling interest - common units of the Operating Partnership		9,662			7,440			27,776			31,042
Noncontrolling interests in property partnerships		1,114			525			2,315			1,570
Less:
Gains on sales of real estate		2,394			1,753			9,682			31,394
Income (loss) from unconsolidated joint ventures		6,350			2,644			11,096			5,541


Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income attributable to noncontrolling interests		68,906			47,956			190,975			206,409

Add:
Real estate depreciation and amortization (2)		108,975			106,475			337,565			266,932
Income (loss) from unconsolidated joint ventures		6,350			2,644			11,096			5,541

Less:
Noncontrolling interests in property partnerships’ share of funds from operations		1,731			1,013			3,990			3,052
Noncontrolling interest - redeemable preferred units of the Operating Partnership		772			931			2,734			2,785


Funds from operations (FFO) attributable to the Operating Partnership		181,728			155,131			532,912			473,045

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		23,278			22,614			72,863			68,887


Funds from operations attributable to Boston Properties, Inc.	$	158,450		$	132,517		$	460,049		$	404,158


Our percentage share of funds from operations - basic		87.19	%		85.42	%		86.33	%		85.44	%


Weighted average shares outstanding - basic		138,641			119,832			128,452			119,708


FFO per share basic	$	1.14		$	1.11		$	3.58		$	3.38


Weighted average shares outstanding - diluted		140,686			122,830			130,295			122,697


FFO per share diluted	$	1.13		$	1.09		$	3.56		$	3.33

(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.

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.

(2)

Real estate depreciation and amortization consists of depreciation and amortization from the Consolidated Statements of Operations of $78,181, $75,321, $242,556 and $224,381, our share of unconsolidated joint venture real estate depreciation and amortization of $31,262, $31,669, $96,436 and $43,904, less corporate-related depreciation and amortization of $468, $515, $1,427 and $1,353 for the three months and nine months ended September 30, 2009 and 2008, respectively.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	September 30, 2009		December 31, 2008
Greater Boston	90.8	%	92.9	%
Greater Washington, D.C.	95.2	%	96.1	%
Midtown Manhattan	93.7	%	98.4	%
Princeton/East Brunswick, NJ	81.3	%	83.8	%
Greater San Francisco	90.7	%	92.8	%

Total Portfolio	92.1	%	94.5	%


	% Leased by Type
	September 30, 2009		December 31, 2008
Class A Office Portfolio	92.6	%	95.2	%
Office/Technical Portfolio	81.9	%	81.9	%

Total Portfolio	92.1	%	94.5	%