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Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): July 27, 2010

BOSTON PROPERTIES, INC.

(Exact Name of Registrant As Specified in Charter)

Delaware

1-13087

04-2473675

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

800 Boylston Street, Suite 1900, Boston, Massachusetts 02199

(Address of Principal Executive Offices) (Zip Code)

(617) 236-3300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.

Results of Operations and Financial Condition.

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

On July 27, 2010, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter of 2010. That press release referred to certain supplemental information that is available on the Company’s website. The text of the supplemental information and the press release are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits.


Exhibit No.		Description

*99.1		Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended June 30, 2010.

*99.2		Press release dated July 27, 2010.

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	BOSTON PROPERTIES, INC.

Date: July 27, 2010	By:	/s/ MICHAEL E. LABELLE
		Michael E. LaBelle
		Senior Vice President, Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

*99.1		Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended June 30, 2010.

*99.2		Press release dated July 27, 2010.

*	Filed herewith.

Boston Properties Inc. Supplemental Operating and Financial Data

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended June 30, 2010

Boston Properties, Inc.

Second Quarter 2010

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 interest rate hedging programs, the effects of local economic and market conditions, the effects of acquisitions, dispositions and possible impairment charges on our operating results, the impact of newly adopted accounting principles on the Company’s accounting policies and on period-to-period comparisons of financial results, regulatory changes and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. Boston Properties does not undertake a duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Boston Properties, Inc.

Second Quarter 2010

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, one hotel, two residential properties and three retail properties. 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-four individuals averages twenty-six 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 the Board of Directors and Chief Executive Officer; Douglas T. Linde, President; E. Mitchell Norville, Executive Vice President and Chief Operating Officer; Raymond A. Ritchey, Executive Vice President and National Director of Acquisitions and Development; and Michael E. LaBelle, Chief Financial Officer. Our senior management team’s national reputation helps us attract business and investment opportunities. In addition, our other senior officers that serve as Regional Managers have strong reputations that assist in identifying and closing on new opportunities, having opportunities brought to us, and in negotiating with tenants and build-to-suit prospects. Additionally, Boston Properties’ Board of Directors consists of ten distinguished members, the majority of whom 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 that includes the following:

•

concentrating on a few carefully selected markets characterized by high barriers to the creation of new supply and strong real estate fundamentals where tenants have demonstrated a preference for high-quality office buildings and other facilities;

•

selectively acquiring assets which increase its penetration in these select markets;

•

taking on complex, technically-challenging projects that leverage the skills of its management team to successfully develop, acquire, and reposition properties;

•

exploring joint-venture opportunities with partners who seek to benefit from the Company’s depth of development and management expertise;

•

pursuing the sale of properties (on a selective basis) to take advantage of its value creation and the demand for its premier properties; and

•

continuing to enhance the Company’s balanced capital structure through its access to a variety of capital sources.

Snapshot

(as of June 30, 2010)


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)		144
Total Square Feet (includes unconsolidated joint ventures, other than the Value-Added Fund, and structured parking)		50.7 million
Common Shares and Units Outstanding (as converted, but excluding outperformance plan units)		162.1 million
Dividend—Quarter/Annualized		$0.50/$2.00
Dividend Yield		2.80%
Total Combined Market Capitalization		$20.3 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A-(S&P)

Boston Properties, Inc.

Second Quarter 2010

INVESTOR INFORMATION


Board of Directors		Management
Mortimer B. Zuckerman	Dr. Jacob A. Frenkel	E. Mitchell Norville	Robert E. Pester
Chairman of the Board and Chief Executive Officer	Director	Executive Vice President, Chief Operating Officer	Senior Vice President and Regional Manager of San Francisco

Douglas T. Linde	Fredrick J. Iseman	Raymond A. Ritchey	Robert E. Selsam
President and Director	Director	Executive Vice President, National Director of Acquisitions & Development	Senior Vice President and Regional Manager of New York

Lawrence S. Bacow	Alan J. Patricof	Michael E. LaBelle	Frank D. Burt
Director	Director, Chair of Audit Committee	Senior Vice President, Chief Financial Officer	Senior Vice President, General Counsel

Zoë Baird	Martin Turchin	Peter D. Johnston	Michael R. Walsh
Director, Chair of Nominating & Corporate Governance Committee	Director	Senior Vice President and Regional Manager of Washington, D.C.	Senior Vice President, Finance

		Bryan J. Koop	Arthur S. Flashman
Carol B. Einiger Director	David A. Twardock Director, Chair of Compensation Committee	Senior Vice President and Regional Manager of Boston	Vice President, Controller
		Mitchell S. Landis Senior Vice President and Regional Manager of Princeton
Company Information
Corporate Headquarters	Trading Symbol	Investor Relations	Inquires
800 Boylston Street	BXP	Boston Properties, Inc.	Inquiries should be directed to
Suite 1900		800 Boylston Street, Suite 1900	Michael Walsh, Senior Vice President, Finance
Boston, MA 02199	Stock Exchange Listing	Boston, MA 02199	at 617.236.3410 or
(t) 617.236.3300	New York Stock Exchange	(t) 617.236.3322	mwalsh@bostonproperties.com
(f) 617.236.3311		(f) 617.236.3311
		www.bostonproperties.com	Arista Joyner, Investor Relations Manager at 617.236.3343 or ajoyner@bostonproperties.com


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

	Q2 2010			Q1 2010			Q4 2009			Q3 2009			Q2 2009
High Closing Price	$	83.39		$	77.14		$	70.80		$	70.55		$	53.01
Low Closing Price	$	71.34		$	62.49		$	57.25		$	43.62		$	34.74
Average Closing Price	$	77.51		$	69.14		$	65.43		$	57.27		$	46.52
Closing Price, at the end of the quarter	$	71.34		$	75.44		$	67.07		$	65.55		$	47.70
Dividends per share—annualized	$	2.00		$	2.00		$	2.00		$	2.00		$	2.00
Closing dividend yield—annualized		2.80	%		2.65	%		2.98	%		3.05	%		4.19	%
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding outperformance plan units) (thousands) (1)		162,086			161,911			161,571			161,462			161,345
Closing market value of outstanding shares and units (thousands)	$	11,563,216		$	12,214,566		$	10,836,567		$	10,583,834		$	7,696,157

(1)	For additional detail, see page 12.


Timing
Quarterly results for the remainder of 2010 will be announced according to the following schedule:

Third Quarter		Late October 2010
Fourth Quarter		Late January 2011

Boston Properties, Inc.

Second Quarter 2010

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage	Rating Agencies
John Eade	Michael Knott / Lukas Hartwich	Thomas Cook	Janice Svec
Argus Research Company	Green Street Advisors	Citi Investment Research	Fitch Ratings
212.427.7500	949.640.8780 / 949.640.8780	212.723.1112	212.908.0304

Jeffrey Spector / Jamie Feldman	Steve Sakwa / Ian Weissman	John Giordano	Karen Nickerson
Bank of America-Merrill Lynch	ISI Group	Credit Suisse Securities	Moody’s Investors Service
212.449.6329 / 212.449.6339	212.446.9462 / 212.446.9461	212.538.4935	212.553.4924

Ross Smotrich / Jeff Langbaum	Mitch Germain	Mark Streeter	James Fielding
Barclays Capital	JMP Securities	J.P. Morgan Securities	Standard & Poor’s
212.526.2306 / 212.526.0971	212.906.3546	212.834.5086	212.438.2452

Michael Bilerman / Joshua Attie	Anthony Paolone / Michael Mueller	Thierry Perrein / Jason Jones
Citigroup Global Markets	J.P. Morgan Securities	Wells Fargo
212.816.1383 / 212.816.1685	212.622.6682 / 212.622.6689	704.715.8455 / 704.715.7932

James Sullivan / Stephen Boyd	Sheila McGrath / Kristin Brown
Cowen and Company	Keefe, Bruyette & Woods
646.562.1380 / 646.562.1382	212.887.7793 / 212.887.7738

Andrew Rosivach	Jordan Sadler / Craig Mailman
Credit Suisse	KeyBanc Capital Markets
415.249-7942	917.368.2280 / 917.368.2316

John Perry	Robert Stevenson
Deutsche Bank Securities	Macquarie Research
212.250.4912	212.857.6168

David Toti / Sri Nagarajan	David Rodgers / Mike Carroll
FBR Capital Markets	RBC Capital Markets
646.885.5433 / 646.885.5429	440.715.2647 / 440.715.2649

David Harris	Alexander Goldfarb / James Milam
Gleacher & Company	Sandler O’Neill & Partners
203.532.7332	212.466.7937 / 212.466.8066

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

	Ross Nussbaum / Rob Salisbury
	UBS Securities
	212.713.2484 / 212.713.4760

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

Boston Properties, Inc.

Second Quarter 2010

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 9-11. A description of the non-GAAP financial measures we present and a statement of the reasons why management believes the non-GAAP measures provide useful information to investors about the Company’s financial condition and results of operations can be found on pages 49-50.


	Three Months Ended
	30-Jun-10			31-Mar-10			31-Dec-09			30-Sep-09			30-Jun-09
Selected Items:
Revenue	$	395,958		$	379,781		$	377,912		$	377,303		$	389,490
Straight-line rent (1)	$	27,038		$	29,068		$	13,279		$	16,224		$	12,966
Fair value lease revenue (1)(2)	$	19,748		$	23,319		$	23,705		$	24,343		$	25,421
Company share of funds from operations from unconsolidated joint ventures	$	37,589		$	38,923		$	31,469		$	37,612		$	33,447
Lease termination fees (included in revenue) (1)	$	4,156		$	1,907		$	1,060		$	474		$	14,859
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment	$	9,263		$	10,112		$	9,893		$	9,848		$	9,470
Capitalized interest	$	9,023		$	8,087		$	11,637		$	12,982		$	12,087
Capitalized wages	$	2,745		$	2,524		$	2,929		$	3,037		$	2,923
Operating Margins [(rental revenue—rental expense)/rental revenue] (3)		68.1	%		67.3	%		66.9	%		65.9	%		68.2	%
Impairment losses on investments in unconsolidated joint ventures (4)	$	—		$	—		$	6,198		$	—		$	7,357
Net income attributable to Boston Properties, Inc.	$	61,412		$	52,714		$	53,317		$	65,795		$	67,152
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	156,870		$	149,596		$	146,056		$	158,450		$	166,668
FFO per share—diluted	$	1.12		$	1.07		$	1.04		$	1.13		$	1.32
Net income attributable to Boston Properties, Inc. per share—basic	$	0.44		$	0.38		$	0.38		$	0.47		$	0.54
Net income attributable to Boston Properties, Inc. per share—diluted	$	0.44		$	0.38		$	0.38		$	0.47		$	0.53
Dividends per common share	$	0.50		$	0.50		$	0.50		$	0.50		$	0.50
Funds available for distribution to common shareholders and common unitholders (FAD) (5)	$	121,829		$	55,328		$	120,838		$	129,195		$	141,494
Ratios:
Interest Coverage Ratio (excluding capitalized interest)—cash basis (6)		2.73			2.80			3.08			3.50			3.65
Interest Coverage Ratio (including capitalized interest)—cash basis (6)		2.47			2.54			2.67			2.92			3.09
FFO Payout Ratio		44.64	%		46.73	%		48.08	%		44.25	%		37.88	%
FAD Payout Ratio		65.97	%		145.10	%		66.29	%		61.89	%		56.54	%

	30-Jun-10			31-Mar-10			31-Dec-09			30-Sep-09			30-Jun-09
Capitalization:
Common Stock Price @ Quarter End	$	71.34		$	75.44		$	67.07		$	65.55		$	47.70
Equity Value @ Quarter End	$	11,563,216		$	12,214,566		$	10,836,567		$	10,583,834		$	7,696,157
Total Consolidated Debt	$	7,229,300		$	6,674,899		$	6,719,771		$	6,008,990		$	5,957,696
Total Consolidated Market Capitalization	$	18,792,516		$	18,889,465		$	17,556,338		$	16,592,824		$	13,653,853
Total Consolidated Debt/Total Consolidated Market Capitalization (7)		38.47	%		35.34	%		38.28	%		36.21	%		43.63	%

BXP’s Share of Joint Venture Debt	$	1,535,165		$	1,520,976		$	1,555,494		$	1,555,560		$	1,555,344
Total Combined Debt	$	8,764,465		$	8,195,875		$	8,275,265		$	7,564,550		$	7,513,040
Total Combined Market Capitalization (8)	$	20,327,681		$	20,410,440		$	19,111,832		$	18,148,384		$	15,209,196
Total Combined Debt/Total Combined Market Capitalization (8)(9)		43.12	%		40.16	%		43.30	%		41.68	%		49.40	%

(1)	Includes the Company’s share of unconsolidated joint venture amounts. For additional detail, see page 17.

(2)	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.

(3)

Rental Expense consists of operating expenses and real estate taxes. Amounts are exclusive of the gross up of reimbursable electricity and other amounts totaling $9,311, $9,131, $8,813, $9,641 and $8,993 for the three months ended June 30, 2010, March 31, 2010, December 31, 2009, September 30, 2009 and June 30, 2009, respectively.

(4)

Represents the non-cash impairment losses on the Company’s investments in unconsolidated joint ventures in accordance with guidance included in Accounting Standards Codification (“ASC”) 323 “Investments-Equity Method and Joint Ventures” (formerly known as APB No. 18, “The Equity Method of Accounting for Investments in Common Stock”) and ASC 360 “Property, Plant and Equipment” (formerly known as SFAS No. 144 “Accounting for the Impairment or Disposal of Long Lived Assets”).

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

(6)	For additional detail, see page 11.

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

(8)	For additional detail, see page 12.

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

Boston Properties, Inc.

Second Quarter 2010

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	30-Jun-10			31-Mar-10			31-Dec-09			30-Sep-09			30-Jun-09
ASSETS
Real estate	$	9,984,329		$	9,823,024		$	9,817,388		$	9,768,619		$	9,687,069
Development in progress (1)		632,731			662,809			563,645			976,758			934,397
Land held for future development (1)		732,006			730,201			718,525			241,617			240,377
Less accumulated depreciation		(2,173,300	)		(2,103,274	)		(2,033,677	)		(1,966,780	)		(1,901,558	)

Total real estate		9,175,766			9,112,760			9,065,881			9,020,214			8,960,285
Cash and cash equivalents		1,703,448			1,220,392			1,448,933			782,106			819,245
Cash held in escrows		25,382			20,848			21,867			20,681			22,289
Marketable securities		7,026			7,592			9,946			10,436			11,173
Tenant and other receivables, net		98,602			102,085			93,240			71,845			78,495
Note receivable (2)		270,000			270,000			270,000			270,000			270,000
Accrued rental income, net		401,054			376,942			363,121			353,709			340,123
Deferred charges, net		289,388			291,564			294,395			288,642			283,830
Prepaid expenses and other assets		22,385			50,998			17,684			41,977			22,905
Investments in unconsolidated joint ventures		794,650			798,161			763,636			772,167			772,319

Total assets	$	12,787,701		$	12,251,342		$	12,348,703		$	11,631,777		$	11,580,664

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	2,608,577		$	2,637,534		$	2,643,301		$	2,643,497		$	2,603,597
Unsecured senior notes, net of discount		2,871,909			2,172,525			2,172,389			1,472,740			1,472,617
Unsecured exchangeable senior notes, net of discount		1,748,814			1,864,840			1,904,081			1,892,753			1,881,482
Unsecured line of credit		—			—			—			—			—
Accounts payable and accrued expenses		177,000			189,633			220,089			229,177			223,909
Dividends and distributions payable		80,865			80,756			80,536			80,463			80,475
Accrued interest payable		80,521			69,166			76,058			49,536			66,463
Other liabilities		95,423			115,755			127,538			131,193			126,560

Total liabilities		7,663,109			7,130,209			7,223,992			6,499,359			6,455,103

Commitments and contingencies		—			—			—			—			—

Noncontrolling interest:
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, 139,273,399, 139,003,995, 138,880,010, 138,702,374 and 138,548,661 outstanding, respectively		1,393			1,390			1,389			1,387			1,385
Additional paid-in capital		4,394,435			4,381,075			4,373,679			4,362,874			4,353,410
Earnings in excess of dividends		70,426			78,645			95,433			111,463			115,027
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(20,155	)		(21,145	)		(21,777	)		(22,411	)		(23,044	)

Total stockholders’ equity attributable to Boston Properties, Inc.		4,443,377			4,437,243			4,446,002			4,450,591			4,444,056
Noncontrolling interests:
Common units of the Operating Partnership		619,224			622,263			617,386			620,460			620,752
Property partnerships		6,339			5,975			5,671			5,715			5,101

Total equity		5,068,940			5,065,481			5,069,059			5,076,766			5,069,909

Total liabilities and equity	$	12,787,701		$	12,251,342		$	12,348,703		$	11,631,777		$	11,580,664

(1)

Effective as of December 31, 2009, land held for future development includes land and improvement costs associated with the Company’s 250 West 55th Street project, which was previously included in development in progress. The Company announced in February 2009 that it was suspending construction of the 1,000,000 square foot office project and during the fourth quarter of 2009 the Company completed the construction of foundations and steel/deck to grade to facilitate a restart of construction in the future.

(2)	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.

Boston Properties, Inc.

Second Quarter 2010

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Jun-10			31-Mar-10			31-Dec-09			30-Sep-09			30-Jun-09
Revenue:
Rental
Base Rent	$	305,823		$	302,383		$	295,448		$	291,602		$	304,864
Recoveries from tenants		44,340			45,544			46,769			51,901			49,821
Parking and other		16,423			15,297			15,357			15,883			18,416

Total rental revenue		366,586			363,224			357,574			359,386			373,101
Hotel revenue		8,371			5,903			10,277			6,650			7,396
Development and management services (1)		18,884			8,944			8,277			9,754			8,551
Interest and other		2,117			1,710			1,784			1,513			442

Total revenue		395,958			379,781			377,912			377,303			389,490

Expenses:
Operating		68,039			69,062			69,280			70,261			70,918
Real estate taxes		55,245			55,923			54,908			58,759			53,812
Hotel operating		6,089			5,268			7,717			5,418			5,359
General and administrative (2)(3)		17,648			26,822			19,506			19,989			18,532
Interest (4)(5)		96,755			92,029			88,180			77,090			78,633
Depreciation and amortization		81,400			83,075			79,125			78,181			87,005
Gain from suspension of development (6)		—			(7,200	)		—			—			—
Losses from early extinguishments of debt (7)		6,051			2,170			—			16			494
Losses (gains) from investments in securities (2)		678			(200	)		(510	)		(1,317	)		(1,194	)

Total expenses		331,905			326,949			318,206			308,397			313,559

Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income attributable to noncontrolling interests		64,053			52,832			59,706			68,906			75,931
Income (loss) from unconsolidated joint ventures (8)		7,465			7,910			962			6,350			(351	)
Gains on sales of real estate (1)		969			1,765			2,078			2,394			4,493

Net income		72,487			62,507			62,746			77,650			80,073
Net income attributable to noncontrolling interests:
Noncontrolling interests in property partnerships		(864	)		(804	)		(463	)		(1,114	)		(691	)
Noncontrolling interest—common units of the Operating Partnership (9)		(9,250	)		(7,870	)		(7,841	)		(9,662	)		(10,629	)
Noncontrolling interest in gains on sales of real estate—common units of the Operating Partnership (9)		(125	)		(227	)		(265	)		(307	)		(629	)
Noncontrolling interest—redeemable preferred units of the Operating Partnership		(836	)		(892	)		(860	)		(772	)		(972	)

Net income attributable to Boston Properties, Inc.	$	61,412		$	52,714		$	53,317		$	65,795		$	67,152

INCOME PER SHARE OF COMMON STOCK (EPS)
Net income attributable to Boston Properties, Inc. per share—basic	$	0.44		$	0.38		$	0.38		$	0.47		$	0.54

Net income attributable to Boston Properties, Inc. per share—diluted	$	0.44		$	0.38		$	0.38		$	0.47		$	0.53

(1)

During the three months ended June 30, 2010, the Company satisfied the requirements of its master lease agreement related to the 2006 sale of 280 Park Avenue in New York City, resulting in the recognition of the remaining deferred gain on sale of real estate totaling approximately $1.0 million. In conjunction with the satisfaction of the master lease agreement, the property management and leasing agreement entered into with the seller at the time of the sale was terminated, resulting in the recognition of deferred management fees totaling approximately $12.2 million.

(2)

Losses (gains) from investments in securities includes $678, $(200), $(486), $(1,285) and $(1,036) and general and administrative expense includes $(675), $288, $444, $1,263 and $1,126 for the three months ended June 30, 2010, March 31, 2010, December 31, 2009, September 30, 2009 and June 30, 2009, respectively, related to the Company’s deferred compensation plan.

(3)

For the three months ended March 31, 2010, general and administrative expense includes an aggregate of approximately $5.8 million of remaining stock-based compensation granted between 2006 and 2009 to Edward H. Linde, our former Chief Executive Officer, which expense was accelerated as a result of his passing on January 10, 2010.

(4)	Interest expense is reported net of capitalized interest of $9,023, $8,087, $11,637, $12,982 and $12,087 for the three months ended June 30, 2010, March 31, 2010, December 31, 2009, September 30, 2009 and June 30, 2009, respectively.

(5)	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 12.

(6)

On February 6, 2009, the Company announced that it was suspending construction on its 1,000,000 square foot office building at 250 West 55th Street in New York City. During the first quarter of 2009, the Company recognized costs aggregating approximately $27.8 million related to the suspension of development, which amount included a $20.0 million contractual amount due pursuant to a lease agreement. During December 2009, the Company completed the construction of foundations and steel/deck to grade to facilitate a restart of construction in the future and as a result ceased interest capitalization on the project. On January 19, 2010, the Company paid $12.8 million related to the termination of the lease agreement. As a result, the Company recognized approximately $7.2 million of income during the first quarter of 2010.

(7)

During the three months ended March 31, 2010, the Company’s Operating Partnership repurchased approximately $53.6 million aggregate principal amount of its 2.875% exchangeable senior notes due 2037 for approximately $53.0 million. The repurchased notes had an aggregate carrying value of approximately $50.8 million, resulting in the recognition of a loss on extinguishment of approximately $2.2 million. During the three months ended June 30, 2010, the Company’s Operating Partnership repurchased approximately $132.8 million aggregate principal amount of its 2.875% exchangeable senior notes due 2037 for approximately $132.5 million. These repurchased notes had an aggregate carrying value of approximately $126.4 million, resulting in the recognition of a loss on extinguishment of approximately $6.1 million.

(8)

Includes non-cash impairment losses aggregating approximately $6.2 million and $7.4 million for the three months ended December 31, 2009 and June 30, 2009, respectively, in accordance with guidance included in ASC 323 “Investments-Equity Method and Joint Ventures” (formerly known as APB No. 18 “The Equity Method of Accounting for Investments in Common Stock”) and ASC 360 “Property, Plant and Equipment” (formerly known as SFAS No. 144 “Accounting for the Impairment or Disposal of Long Lived Assets”).

(9)

Equals noncontrolling interest—common units of the Operating Partnership’s share of 12.87%, 12.88%, 12.77%, 12.81% and 13.99% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended June 30, 2010, March 31, 2010, December 31, 2009, September 30, 2009 and June 30, 2009, respectively.

Boston Properties, Inc.

Second Quarter 2010

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Jun-10		31-Mar-10		31-Dec-09		30-Sep-09		30-Jun-09
Net income attributable to Boston Properties, Inc.	$	61,412	$	52,714	$	53,317	$	65,795	$	67,152
Add:
Noncontrolling interest in gains on sales of real estate—common units of the Operating Partnership		125		227		265		307		629
Noncontrolling interest—common units of the Operating Partnership		9,250		7,870		7,841		9,662		10,629
Noncontrolling interest—redeemable preferred units of the Operating Partnership		836		892		860		772		972
Noncontrolling interests in property partnerships		864		804		463		1,114		691
Less:
Income (loss) from unconsolidated joint ventures		7,465		7,910		962		6,350		(351	)
Gains on sales of real estate		969		1,765		2,078		2,394		4,493

Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income attributable to noncontrolling interests		64,053		52,832		59,706		68,906		75,931
Add:
Real estate depreciation and amortization (1)		111,055		113,618		109,153		108,975		120,359
Income (loss) from unconsolidated joint ventures (2)		7,465		7,910		962		6,350		(351	)
Less:
Noncontrolling interests in property partnerships’ share of funds from operations		1,697		1,755		1,523		1,731		1,199
Noncontrolling interest—redeemable preferred units of the Operating Partnership		836		892		860		772		972

Funds from operations (FFO) attributable to the Operating Partnership		180,040		171,713		167,438		181,728		193,768
Less:
Noncontrolling interest—common units of the Operating Partnership’s share of funds from operations		23,170		22,117		21,382		23,278		27,100

FFO attributable to Boston Properties, Inc. (3)	$	156,870	$	149,596	$	146,056	$	158,450	$	166,668

FFO per share—basic (2)	$	1.13	$	1.08	$	1.05	$	1.14	$	1.33

Weighted average shares outstanding—basic		139,113		138,931		138,761		138,641		125,267

FFO per share—diluted (2)	$	1.12	$	1.07	$	1.04	$	1.13	$	1.32

Weighted average shares outstanding—diluted		141,287		141,058		140,920		140,686		127,081

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $81,400, $83,075, $79,125, $78,181 and $87,005, our share of unconsolidated joint venture real estate depreciation and amortization of $30,124, $31,013, $30,507, $31,262 and $33,798, less corporate related depreciation of $469, $470, $479, $468 and $444 for the three months ended June 30, 2010, March 31, 2010, December 31, 2009, September 30, 2009 and June 30, 2009, respectively.

(2)

Includes non-cash impairment losses aggregating approximately $6.2 million, or $0.04 per share diluted, and $7.4 million, or $0.05 per share diluted, for the three months ended December 31, 2009 and June 30, 2009, respectively, in accordance with guidance included in ASC 323 “Investments-Equity Method and Joint Ventures” (formerly known as APB No. 18 “The Equity Method of Accounting for Investments in Common Stock”) and ASC 360 “Property, Plant and Equipment” (formerly known as SFAS No. 144 “Accounting for the Impairment or Disposal of Long Lived Assets”).

(3)	Based on weighted average shares for the quarter. Company’s share for the quarter ended June 30, 2010, March 31, 2010, December 31, 2009, September 30, 2009 and June 30, 2009 was 87.13%, 87.12%, 87.23%, 87.19% and 86.01%, respectively.

Boston Properties, Inc.

Second Quarter 2010

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	June 30, 2010			March 31, 2010			December 31, 2009			September 30, 2009			June 30, 2009
	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	$	180,040	159,660	$	171,713	159,472	$	167,438	159,076	$	181,728	159,009	$	193,768	145,635
Effect of Dilutive Securities
Convertible Preferred Units		836	1,461		892	1,461		860	1,461		772	1,461		972	1,461
Stock based compensation		—	713		—	666		—	698		—	584		—	353

Diluted FFO	$	180,876	161,834	$	172,605	161,599	$	168,298	161,235	$	182,500	161,054	$	194,740	147,449
Less:
Noncontrolling interest—common units of the Operating Partnership’s share of diluted funds from operations		22,965	20,547		21,940	20,541		21,204	20,315		23,080	20,368		26,901	20,368

Company’s share of diluted FFO (1)	$	157,911	141,287	$	150,665	141,058	$	147,094	140,920	$	159,420	140,686	$	167,839	127,081

FFO per share—basic	$	1.13		$	1.08		$	1.05		$	1.14		$	1.33

FFO per share—diluted	$	1.12		$	1.07		$	1.04		$	1.13		$	1.32

(1)	Based on weighted average diluted shares for the quarter. Company’s share for the quarter ended June 30, 2010, March 31, 2010, December 31, 2009, September 30, 2009 and June 30, 2009 was 87.30%, 87.29%, 87.40%, 87.35% and 86.19%, respectively.

Boston Properties, Inc.

Second Quarter 2010

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	30-Jun-10			31-Mar-10			31-Dec-09			30-Sep-09			30-Jun-09
Basic FFO (see page 9)	$	180,040		$	171,713		$	167,438		$	181,728		$	193,768
2nd generation tenant improvements and leasing commissions		(26,451	)		(90,072	)		(28,886	)		(26,638	)		(34,102	)
Straight-line rent (1)		(27,038	)		(29,068	)		(13,279	)		(16,224	)		(12,966	)
Recurring capital expenditures		(1,996	)		(1,044	)		(8,854	)		(4,443	)		(5,702	)
Fair value interest adjustment (1)		1,552			1,795			1,755			1,723			1,562
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment		9,263			10,112			9,893			9,848			9,470
Fair value lease revenue (1) (2)		(19,748	)		(23,319	)		(23,705	)		(24,343	)		(25,421	)
Hotel improvements, equipment upgrades and replacements		(182	)		(307	)		(198	)		(376	)		(279	)
Non real estate depreciation		469			470			479			468			444
Stock-based compensation		6,334			14,011			6,500			6,483			6,559
Impairment losses on investments in unconsolidated joint ventures (3)		—			—			6,198			—			7,357
Gain from suspension of development		—			(7,200	)		—			—			—
Losses from early extinguishments of debt		6,051			2,170			—			—			—
Non-cash termination income (including fair value lease amounts)		(849	)		(585	)		—			—			(5,153	)
Non-cash income from termination of management agreement		(12,212	)		—			—			—			—
Partners’ share of joint venture 2nd generation tenant improvement and leasing commissions		6,596			6,652			3,497			969			5,957

Funds available for distribution to common shareholders and common unitholders (FAD)	$	121,829		$	55,328		$	120,838		$	129,195		$	141,494

Interest Coverage Ratios

(in thousands, except for ratio amounts)


	Three Months Ended
	30-Jun-10			31-Mar-10			31-Dec-09			30-Sep-09			30-Jun-09
*Excluding Capitalized Interest*
Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income attributable to noncontrolling interests	$	64,053		$	52,832		$	59,706		$	68,906		$	75,931
Interest expense		96,755			92,029			88,180			77,090			78,633
Depreciation and amortization expense		81,400			83,075			79,125			78,181			87,005
Depreciation from joint ventures		30,124			31,013			30,507			31,262			33,798
Income (loss) from unconsolidated joint ventures		7,465			7,910			962			6,350			(351	)
Impairment losses on investments in unconsolidated joint ventures (3)		—			—			6,198			—			7,357
Gain from suspension of development		—			(7,200	)		—			—			—
Losses from early extinguishments of debt		6,051			2,170			—			—			—
Non-cash termination income (including fair value lease amounts)		(849	)		(585	)		—			—			(5,153	)
Non-cash income from termination of management agreement		(12,212	)		—			—			—			—
Stock-based compensation		6,334			14,011			6,500			6,483			6,559
Straight-line rent (1)		(27,038	)		(29,068	)		(13,279	)		(16,224	)		(12,966	)
Fair value lease revenue (1)(2)		(19,748	)		(23,319	)		(23,705	)		(24,343	)		(25,421	)

Subtotal		232,335			222,868			234,194			227,705			245,392
Divided by:

Adjusted interest expense (4)(5)		85,145			79,677			76,033			65,120			67,269
Interest Coverage Ratio		2.73			2.80			3.08			3.50			3.65

*Including Capitalized Interest*
Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income attributable to noncontrolling interests	$	64,053		$	52,832		$	59,706		$	68,906		$	75,931
Interest expense		96,755			92,029			88,180			77,090			78,633
Depreciation and amortization expense		81,400			83,075			79,125			78,181			87,005
Depreciation from joint ventures		30,124			31,013			30,507			31,262			33,798
Income (loss) from unconsolidated joint ventures		7,465			7,910			962			6,350			(351	)
Impairment losses on investments in unconsolidated joint ventures (3)		—			—			6,198			—			7,357
Gain from suspension of development		—			(7,200	)		—			—			—
Losses from early extinguishments of debt		6,051			2,170			—			—			—
Non-cash termination income (including fair value lease amounts)		(849	)		(585	)		—			—			(5,153	)
Non-cash income from termination of management agreement		(12,212	)		—			—			—			—
Stock-based compensation		6,334			14,011			6,500			6,483			6,559
Straight-line rent (1)		(27,038	)		(29,068	)		(13,279	)		(16,224	)		(12,966	)
Fair value lease revenue (1)(2)		(19,748	)		(23,319	)		(23,705	)		(24,343	)		(25,421	)

Subtotal		232,335			222,868			234,194			227,705			245,392
Divided by:

Adjusted interest expense (4)(5)(6)		94,168			87,764			87,670			78,102			79,356
Interest Coverage Ratio		2.47			2.54			2.67			2.92			3.09

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

(2)	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.

(3)

Represents the non-cash impairment losses on the Company’s investments in unconsolidated joint ventures in accordance with guidance included in ASC 323 “Investments-Equity Method and Joint Ventures” (formerly known as APB No. 18, “The Equity Method of Accounting for Investments in Common Stock”) and ASC 360 “Property, Plant and Equipment” (formerly known as SFAS No. 144 “Accounting for the Impairment or Disposal of Long Lived Assets”).

(4)	Excludes the impact of the ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment of $9,263, $10,112, $9,893, $9,848 and $9,470 for the three months ended June 30, 2010, March 31, 2010, December 31, 2009, September 30, 2009 and June 30, 2009, respectively.

(5)	Excludes amortization of financing costs of $2,347, $2,240, $2,254, $2,122 and $1,894 for the three months ended June 30, 2010, March 31, 2010, December 31, 2009, September 30, 2009 and June 30, 2009, respectively.

(6)	Includes capitalized interest of $9,023, $8,087, $11,637, $12,982 and $12,087 for the three months ended June 30, 2010, March 31, 2010, December 31, 2009, September 30, 2009 and June 30, 2009, respectively.

Boston Properties, Inc.

Second Quarter 2010

CAPITAL STRUCTURE


*Consolidated Debt*
*(in thousands)*
	Aggregate Principal June 30, 2010
Mortgage Notes Payable	$	2,601,475
Unsecured Line of Credit		—
Unsecured Senior Notes, at face value		2,875,000
Unsecured Exchangeable Senior Notes, at face value		1,873,694

Total Debt		7,350,169
Fair Value Adjustment on Mortgage Notes Payable		7,102
Discount on Unsecured Senior Notes		(3,091	)
Discount on Unsecured Exchangeable Senior Notes		(11,007	)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment (1)		(113,873	)

Total Consolidated Debt	$	7,229,300

Boston Properties Limited Partnership Unsecured Senior Notes


Settlement Date		4/19/2010			10/9/2009			5/22/2003			3/18/2003			1/17/2003			12/13/2002			Total/ Average
Principal Amount	$	700,000		$	700,000		$	250,000		$	300,000		$	175,000		$	750,000		$	2,875,000
Yield (on issue date)		5.708	%		5.967	%		5.194	%		5.693	%		6.291	%		6.381	%		5.94	%
Coupon		5.625	%		5.875	%		5.000	%		5.625	%		6.250	%		6.250	%		5.83	%
Public Offering Price		99.891	%		99.931	%		99.329	%		99.898	%		99.763	%		99.650	%		99.78	%
Ratings:
Moody’s		Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)
S&P		A-(negative)			A-(negative)			A-(negative)			A-(negative)			A-(negative)			A-(negative)
Fitch		BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)
Maturity Date		11/15/2020			10/15/2019			6/1/2015			4/15/2015			1/15/2013			1/15/2013
Discount	$	754		$	456		$	811		$	146		$	146		$	778		$	3,091

Unsecured Senior Notes, net of discount	$	699,246		$	699,544		$	249,189		$	299,854		$	174,854		$	749,222		$	2,871,909

Boston Properties Limited Partnership Unsecured Exchangeable Senior Notes


Settlement Date		8/19/2008			2/6/2007			4/6/2006			Total/ Average
Original Principal Amount	$	747,500		$	862,500		$	450,000		$	2,060,000
Principal Amount at Quarter End	$	747,500		$	676,194	(2)	$	450,000		$	1,873,694
Yield (on issue date)		4.037	%		3.462	%		3.787	%		3.769	%
GAAP Yield		6.555	%		5.630	%		5.958	%		6.078	%
Coupon		3.625	%		2.875	%		3.750	%
Exchange Rate		8.5051			7.0430			10.0066
Exchange Price	$	136.34	(3)	$	141.98		$	99.93
First Optional Redemption Date		N/A			2/20/2012			5/18/2013
Maturity Date		2/15/2014			2/15/2037			5/15/2036
Discount	$	5,095		$	5,912		$	—		$	11,007
ASC 470-20 (FSP APB 14-1) Adjustment (1)	$	64,988		$	22,807		$	26,078		$	113,873

Unsecured Senior Exchangeable Notes	$	677,417		$	647,475		$	423,922		$	1,748,814


*Equity*
*(in thousands)*
	Shares/Units Outstanding as of 06/30/10	Common Stock Equivalents		Equivalent (4)
Common Stock	139,273	139,273	(5)	$	9,935,736
Common Operating Partnership Units	21,352	21,352	(6)	$	1,523,252
Series Two Preferred Operating Partnership Units	1,113	1,461		$	104,228

Total Equity		162,086		$	11,563,216

Total Consolidated Debt				$	7,229,300

Total Consolidated Market Capitalization				$	18,792,516

BXP’s share of Joint Venture Debt				$	1,535,165	(7)
Total Combined Debt (8)				$	8,764,465

Total Combined Market Capitalization (9)				$	20,327,681

(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)

During the second quarter of 2010, the Company’s Operating Partnership repurchased approximately $132.8 million aggregate principal amount of its 2.875% exchangeable senior notes due 2037 for approximately $132.5 million. These repurchased notes had an aggregate carrying value of approximately $126.4 million, resulting in the recognition of a loss on extinguishment of approximately $6.1 million.

(3)

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 (subject to adjustments), 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. As of June 30, 2010, the exchange price was $136.34 per share.

(4)	Value based on June 30, 2010 closing price of $71.34 per share of common stock.

(5)	Includes 119 shares of restricted stock.

(6)	Includes 1,550 long-term incentive plan units, but excludes 1,081 unvested outperformance plan units.

(7)	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.

(8)	For disclosures relating to our definition of Total Combined Debt, see page 49.

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

Boston Properties, Inc.

Second Quarter 2010

DEBT ANALYSIS (1)


*Debt Maturities and Principal Payments*
*as of June 30, 2010* *(in thousands)*
	2010			2011			2012			2013			2014			Thereafter			Total
Floating Rate Debt
Mortgage Notes Payable	$	247,715		$	97,169		$	345		$	827		$	48,828		$	—		$	394,884
Unsecured Line of Credit		—			—			—			—			—			—			—

Total Floating Debt	$	247,715		$	97,169		$	345		$	827		$	48,828		$	—		$	394,884

Fixed Rate Debt

Mortgage Notes Payable	$	66,921		$	549,209		$	105,059		$	100,436		$	76,409		$	1,308,557		$	2,206,591
Fair Value Adjusment		2,009			2,605			1,582			632			137			137			7,102

Mortgage Notes Payable		68,930			551,814			106,641			101,068			76,546			1,308,694			2,213,693

Unsecured Exchangeable Senior Notes, net of discount (2)		—			—			670,282			450,000			742,405			—			1,862,687
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(19,059	)		(39,997	)		(29,327	)		(23,052	)		(2,438	)		—			(113,873	)

Unsecured Exchangeable Senior Notes		(19,059	)		(39,997	)		640,955			426,948			739,967			—			1,748,814

Unsecured Senior Notes, net of discount		—			—			—			924,075			—			1,947,834			2,871,909

Total Fixed Debt	$	49,871		$	511,817		$	747,596		$	1,452,091		$	816,513		$	3,256,528		$	6,834,416

Total Consolidated Debt	$	297,586		$	608,986		$	747,941		$	1,452,918		$	865,341		$	3,256,528		$	7,229,300

GAAP Weighted Average Floating Rate Debt		1.75	%		1.66	%		4.39	%		4.39	%		4.39	%		0.00	%		2.07	%
GAAP Weighted Average Fixed Rate Debt		7.88	%		7.02	%		5.64	%		6.22	%		6.48	%		5.83	%		6.08	%

Total GAAP Weighted Average Rate		3.09	%		6.21	%		5.64	%		6.22	%		6.35	%		5.83	%		5.86	%

Total Stated Weighted Average Rate		2.93	%		6.35	%		3.97	%		5.61	%		4.03	%		5.77	%		5.28	%

Unsecured Debt


*Unsecured Line of Credit—Matures August 3, 2010 (3)*
*(in thousands)*
	Facility		Outstanding @ 06/30/10		Letters of Credit		Remaining Capacity @ 06/30/10
	$	1,000,000	$	—	$	9,767	$	990,233

Unsecured and Secured Debt Analysis


	% of Total Debt		Stated Weighted Average Rate		GAAP Weighted Average Rate		Weighted Average Maturity
Unsecured Debt	63.92	%	5.03	%	5.99	%	5.1 years
Secured Debt	36.08	%	5.74	%	5.64	%	4.2 years

Total Consolidated Debt	100.00	%	5.28	%	5.86	%	4.8 years

Floating and Fixed Rate Debt Analysis


	% of Total Debt		Stated Weighted Average Rate		GAAP Weighted Average Rate		Weighted Average Maturity
Floating Rate Debt	5.46	%	1.84	%	2.07	%	0.9 years
Fixed Rate Debt	94.54	%	5.48	%	6.08	%	5.0 years

Total Consolidated Debt	100.00	%	5.28	%	5.86	%	4.8 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)	On May 11, 2010, the Company exercised its option to extend the maturity date under its $1.0 billion unsecured revolving credit facility to August 3, 2011. The extension will become effective on August 3, 2010 provided that the Company is not then in default under the facility.

Boston Properties, Inc.

Second Quarter 2010

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

as of June 30, 2010

(in thousands)


Property	2010			2011			2012			2013			2014			Thereafter			Total
599 Lexington Avenue	$	—		$	—		$	—		$	—		$	—		$	750,000		$	750,000
601 Lexington Avenue		4,842			456,633			—			—			—			—			461,475	(2)
Embarcadero Center Four		—			4,520			4,803			5,105			5,425			355,147			375,000
South of Market		187,957			—			—			—			—			—			187,957	(3)
505 9th Street		986			2,057			2,177			2,306			2,441			118,919			128,886
Wisconsin Place Office		—			97,169			—			—			—			—			97,169	(4)
One Freedom Square		717			1,521			65,511			—			—			—			67,749	(2)
New Dominion Technology Park, Building Two		—			—			—			—			63,000			—			63,000
Democracy Tower		59,758			—			—			—			—			—			59,758	(5)
202, 206 & 214 Carnegie Center		55,778			—			—			—			—			—			55,778	(6)
140 Kendrick Street		502			1,061			1,143			47,889			—			—			50,595	(2)
New Dominion Technology Park, Building One		873			1,846			1,987			2,140			2,304			40,975			50,125
Reservoir Place		—			—			345			827			48,828			—			50,000
1330 Connecticut Avenue		702			44,796			—			—			—			—			45,498	(2)
Kingstowne Two and Retail		734			1,535			1,630			1,730			1,837			31,227			38,693	(2)
10 & 20 Burlington Mall Rd & 91 Hartwell		541			32,618			—			—			—			—			33,159
Sumner Square		410			865			930			22,896			—			—			25,101
Montvale Center		—			—			25,000			—			—			—			25,000
Kingstowne One		295			618			657			17,062			—			—			18,632	(2)
University Place		541			1,139			1,221			1,308			1,402			12,289			17,900
Atlantic Wharf		—			—			—			—			—			—			—	(7)

		314,636			646,378			105,404			101,263			125,237			1,308,557			2,601,475

Aggregate Fair Value Adjustments		2,009			2,605			1,582			632			137			137			7,102

		316,645			648,983			106,986			101,895			125,374			1,308,694			2,608,577

Unsecured Exchangeable Senior Notes, net of discount		—			—			670,282			450,000			742,405			—			1,862,687	(8)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(19,059	)		(39,997	)		(29,327	)		(23,052	)		(2,438	)		—			(113,873	)

		(19,059	)		(39,997	)		640,955			426,948			739,967			—			1,748,814

Unsecured Senior Notes, net of discount		—			—			—			924,075			—			1,947,834			2,871,909
Unsecured Line of Credit		—			—			—			—			—			—			—	(9)

	$	297,586		$	608,986		$	747,941		$	1,452,918		$	865,341		$	3,256,528		$	7,229,300

% of Total Consolidated Debt		4.11	%		8.42	%		10.35	%		20.10	%		11.97	%		45.05	%		100.00	%
Balloon Payments	$	303,221		$	625,866		$	764,307		$	1,460,327		$	853,751		$	3,204,989		$	7,212,461
Scheduled Amortization	$	13,424		$	23,117		$	12,961		$	15,643		$	14,028		$	51,539		$	130,712

(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, 2010 and has a one-year extension option subject to certain conditions.

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

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

(6)	On July 1, 2010, the Company used available cash to repay the mortgage loans.

(7)	As of June 30, 2010, the Company has not drawn any amounts under its $215 million construction loan facility. Loan matures on April 21, 2012 and has two, one-year extension options subject to certain conditions.

(8)	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).

(9)	On May 11, 2010, the Company exercised its option to extend the maturity date under its $1.0 billion unsecured revolving credit facility to August 3, 2011. The extension will become effective on August 3, 2010 provided that the Company is not then in default under the facility.

Boston Properties, Inc.

Second Quarter 2010

Senior Unsecured Debt Covenant Compliance Ratios

(in thousands)

In the fourth quarter of 2002, the Company’s operating partnership (Boston Properties Limited Partnership) received investment grade ratings on its senior unsecured debt securities and thereafter issued unsecured notes. The notes were issued under an indenture, dated as of December 13, 2002, by and between Boston Properties Limited Partnership and The Bank of New York, as trustee, as supplemented, which, among other things, requires us to comply with the following limitations on incurrence of debt: Limitation on Outstanding Debt; Limitation on Secured Debt; Ratio of Annualized Consolidated EBITDA to Annualized Interest Expense; and Maintenance of Unencumbered Assets. Compliance with these restrictive covenants requires us to apply specialized terms the meanings of which are described in detail in our filings with the SEC, and to calculate ratios in the manner prescribed by the indenture.

This section presents such ratios as of June 30, 2010 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.


			Senior Notes Issued Prior to October 9, 2009			Senior Notes Issued On or After October 9, 2009
			June 30, 2010
Total Assets:
Capitalized Property Value (1)			$	15,710,168		$	16,110,321
Cash and Cash Equivalents				1,703,448			1,703,448
Investments in Marketable Securities				7,026			7,026
Undeveloped Land, at Cost				732,006			732,006
Development in Process, at Cost (including Joint Venture %)				646,429			646,429

Total Assets			$	18,799,077		$	19,199,230

Unencumbered Assets			$	11,176,880		$	11,409,811

Secured Debt (Fixed and Variable) (2)			$	2,601,475		$	2,601,475
Joint Venture Debt				1,535,198			1,535,198
Contingent Liabilities & Letters of Credit				12,793			12,793
Unsecured Debt (3)				4,748,694			4,748,694

Total Outstanding Debt			$	8,898,160		$	8,898,160

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)			$	64,053		$	64,053
Add: Interest Expense (per Consolidated Income Statement)				96,755			96,755
Add: Depreciation and Amortization (per Consolidated Income Statement)				81,400			81,400
Add: Losses from Early Extinguishments of Debt (per Consolidated Income Statement)				6,051			6,051
Add: Losses (Gains) from Investments in Securities (per Consolidated Income Statement)				678			678
Add: Non-Cash Income from Termination of Management Agreement				(12,212	)		(12,212	)

EBITDA				236,725			236,725
Add: Company share of unconsolidated joint venture EBITDA				59,847			59,847

Consolidated EBITDA			$	296,572		$	296,572

Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)			$	96,755		$	96,755
Add: Company share of unconsolidated joint venture interest expense				24,745			24,745
Less: Amortization of financing costs				(2,347	)		(2,347	)
Less: Interest expense funded by construction loan draws				—			—

Adjusted Interest Expense			$	119,153		$	119,153


	Test		Actual			Actual
Covenant Ratios and Related Data
Total Outstanding Debt/Total Assets	Less than 60	%		47.3	%		46.3	%
Secured Debt/Total Assets	Less than 50	%		22.0	%		21.5	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50	x		2.49			2.49
Unencumbered Assets/ Unsecured Debt	Greater than 150	%		235.4	%		240.3	%

Unencumbered Consolidated EBITDA			$	169,598		$	169,598

Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)				2.55			2.55

% of Unencumbered Consolidated EBITDA to Consolidated EBITDA				57.2	%		57.2	%

# of unencumbered properties				102			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 senior notes issued on or after 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 value as determined under GAAP.

(2)	Excludes fair value adjustment of $7,102.

(3)	Excludes debt discount of $14,098 and ASC 470-20 (formerly known as FSP APB 14-1) adjustment of $113,873.

Boston Properties, Inc.

Second Quarter 2010

UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS (*)

Debt Maturities and Principal Payments by Property

(in thousands)


Property	2010			2011			2012			2013			2014			Thereafter			Total
General Motors Building (60%)	$	—		$	—		$	—		$	—		$	—		$	963,600		$	963,600	(1)(2)
125 West 55th Street (60%)		746			1,562			1,659			1,763			1,874			116,352			123,956
Two Grand Central Tower (60%)		660			1,380			1,465			1,556			1,652			101,072			107,785	(3)
Metropolitan Square (51%)		—			—			—			662			1,187			87,401			89,250	(4)
540 Madison Avenue (60%)		120			240			240			70,920			—			—			71,520	(5)
Market Square North (50%)		40,882			—			—			—			—			—			40,882
901 New York Avenue (25%)		339			705			742			782			823			37,590			40,981
Annapolis Junction (50%)		21,349			—			—			—			—			—			21,349	(6)
500 North Capitol (30%)		—			—			—			6,600			—			—			6,600	(7)
Wisconsin Place Retail (5%)		—			3,150			—			—			—			—			3,150	(8)

		64,096			7,037			4,106			82,283			5,536			1,306,015			1,469,073

Aggregate Fair Value Adjustments		3,525			6,620			7,102			7,186			7,087			22,316			53,836

	$	67,621		$	13,657		$	11,208		$	89,469		$	12,623		$	1,328,331		$	1,522,909

GAAP Weighted Average Rate		5.68	%		4.16	%		6.00	%		6.39	%		5.94	%		6.47	%		6.41	%
% of Total Debt		4.44	%		0.90	%		0.74	%		5.88	%		0.83	%		87.23	%		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	2.12	%	2.44	%	2.72	%	0.8 years
Fixed Rate Debt	97.88	%	5.96	%	6.49	%	6.5 years

Total Debt	100.00	%	5.88	%	6.41	%	6.4 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)	On April 9, 2010, Two Grand Central Tower’s mortgage loan was refinanced with a new mortgage loan totaling $180,000, bearing interest at a fixed rate of 6.00% per annum and maturing on April 10, 2015.

(4)	On April 16, 2010, Metropolitan Square’s mortgage loan was refinanced with a new mortgage loan totaling $175,000, bearing interest at a fixed rate of 5.75% per annum and maturing on May 5, 2020.

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

(6)	Debt has two, one-year extension options subject to certain conditions.

(7)	On April 1, 2010, 500 North Capitol’s mortgage loan was refinanced with a new mortgage loan totaling $22,000, bearing interest at a variable rate equal to the greater of (1) the prime rate, as defined in the loan agreement, or (2) 5.75% per annum and maturing on March 31, 2013.

(8)	Loan has a, one-year extension option subject to certain conditions.

Boston Properties, Inc.

Second Quarter 2010

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of June 30, 2010


	General Motors Building			125 West 55th Street			Two Grand Central Tower			540 Madison Avenue			Market Square North			Metropolitan Square			901 New York Avenue
Investment (5)	$	680,493	(6)	$	114,789		$	93,298		$	70,232		$	7,362		$	15,221		$	(1,263	)
Note Receivable (6)		270,000			—			—			—			—			—			—

Net Equity	$	410,493		$	114,789		$	93,298		$	70,232		$	7,362		$	15,221		$	(1,263	)

Mortgage/Construction loans payable (5)(7)	$	963,600		$	123,956		$	107,785		$	71,520		$	40,882		$	89,250		$	40,981

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


	Wisconsin Place (1)			Annapolis Junction (2)			Eighth Avenue and 46th Street (2)			500 North Capitol			Subtotal		Value-Added Fund (3)(4)			Total Unconsolidated Joint Ventures
Investment (5)	$	54,590		$	6,313		$	10,388		$	2,203		$	1,053,626	$	11,024		$	1,064,650
Note Receivable (6)		—			—			—			—			270,000		—			270,000

Net Equity	$	54,590		$	6,313		$	10,388		$	2,203		$	783,626	$	11,024		$	794,650

Mortgage/Construction loans payable (5)(7)	$	3,150		$	21,349		$	—		$	6,600		$	1,469,073	$	66,125		$	1,535,198

BXP’s nominal ownership percentage		23.89	%		50.00	%		50.00	%		30.00	%				36.92	%

Results of Operations

(unaudited and in thousands)

for the three months ended June 30, 2010


	General Motors Building			125 West 55th Street		Two Grand Central Tower			540 Madison Avenue		Market Square North			Metropolitan Square		901 New York Avenue
REVENUE
Rental	$	53,315		$	9,803	$	9,308		$	6,795	$	5,456		$	7,858	$	8,195
Straight-line rent		3,665			1,314		(66	)		243		(259	)		558		(19	)
Fair value lease revenue		27,635			622		1,248			552		—			—		—
Termination Income		—			—		3,015			—		—			—		3

Total revenue		84,615			11,739		13,505			7,590		5,197			8,416		8,179

EXPENSES
Operating		19,379			3,298		4,008			2,697		2,175			3,048		3,077

NET OPERATING INCOME		65,236			8,441		9,497			4,893		3,022			5,368		5,102
Interest		26,065			3,226		3,398			1,896		1,588			2,649		2,155
Interest other—partner loans		14,540			—		—			—		—			—		—
Depreciation and amortization		30,636			4,092		5,335			2,115		937			1,864		1,441

SUBTOTAL		71,241			7,318		8,733			4,011		2,525			4,513		3,596
Gains on sale of real estate		—			—		—			—		—			—		—
Impairment loss		—			—		—			—		—			—		—
Losses from early extinguishment of debt		—			—		—			—		—			—		—

NET INCOME/(LOSS)	$	(6,005	)	$	1,123	$	765		$	882	$	497		$	855	$	1,506

BXP’s share of net income/(loss)	$	(3,603	)	$	674	$	459		$	529	$	249		$	436	$	827	(9)
Basis diffential (8)		—		$	472		1,554			317		—			—		—
Impairment loss on investment		—			—		—			—		—			—		—
Elimination of inter-entity interest on partner loan		8,724			—		—			—		—			—		—

Income/(loss) from unconsolidated joint ventures	$	5,121		$	1,146	$	2,013		$	846	$	249		$	436	$	827
BXP’s share of depreciation & amortization		18,382			2,066		2,307			1,040		468			951		543

BXP’s share of Funds from Operations (FFO)	$	23,503		$	3,212	$	4,320		$	1,886	$	717		$	1,387	$	1,370

BXP’s share of net operating income/(loss)	$	39,142		$	5,147	$	6,358		$	3,024	$	1,511		$	2,738	$	1,276


	Wisconsin Place (1)			Annapolis Junction (2)			Eighth Avenue and 46th Street (2)			500 North Capitol			Subtotal			Value-Added Fund (3)			Total Unconsolidated Joint Ventures
REVENUE
Rental	$	1,940		$	2,953		$	—		$	1,964		$	107,587		$	4,553		$	112,140
Straight-line rent		—			6			—			—			5,442			152			5,594
Fair value lease revenue		—			—			—			19			30,076			301			30,377
Termination Income		—			—			—			—			3,018			—			3,018

Total revenue		1,940			2,959			—			1,983			146,123			5,006			151,129

EXPENSES
Operating		1,193			1,127			38			805			40,845			1,988			42,833

NET OPERATING INCOME		747			1,832			(38	)		1,178			105,278			3,018			108,296
Interest		253			189			125			417			41,961			2,748			44,709
Interest other—partner loans		—			—			—			—			14,540			—			14,540
Depreciation and amortization		1,522			5,170			—			1,850			54,962			2,429			57,391

SUBTOTAL		1,775			5,359			125			2,267			111,463			5,177			116,640
Gains on sale of real estate		—			—			—			—			—			—			—
Impairment loss		—			—			—			—			—			—			—
Losses from early extinguishment of debt		—			—			—			—			—			—			—

NET INCOME/(LOSS)	$	(1,028	)	$	(3,527	)	$	(163	)	$	(1,089	)	$	(6,185	)	$	(2,159	)	$	(8,344	)

BXP’s share of net income/(loss)	$	(375	)	$	(1,764	)	$	(82	)	$	(327	)	$	(2,977	)	$	(813	)(4)	$	(3,790	)
Basis diffential (8)		—			—			—			—			2,342			189	(4)		2,531
Impairment loss on investment		—			—			—			—			—			—			—
Elimination of inter-entity interest on partner loan		—			—			—			—			8,724			—			8,724

Income/(loss) from unconsolidated joint ventures	$	(375	)	$	(1,764	)	$	(82	)	$	(327	)	$	8,089		$	(624	)(4)	$	7,465
BXP’s share of depreciation & amortization		462			2,585			—			555			29,359			765	(4)		30,124

BXP’s share of Funds from Operations (FFO)	$	87		$	822		$	(82	)	$	228		$	37,448		$	141	(4)	$	37,589

BXP’s share of net operating income/(loss)	$	102		$	916		$	(19	)	$	353		$	60,547		$	1,109	(4)	$	61,655

(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. The Company’s 5% ownership interest in the retail component of the project is not included in the Company’s property listing (approximately 5,900 square feet represents our share).

(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. 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.

(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.

Boston Properties, Inc.

Second Quarter 2010

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	%	$	9.10	$	1,875	(3)
Circle Star, San Carlos, CA	2	206,945	—			—		10,500	(4)
Mountain View Research Park, Mountain View, CA	16	600,449	76.3	%		31.09		44,116	(5)
Mountain View Technology Park, Mountain View, CA	7	135,279	57.6	%		29.26		9,634	(6)

Total	26	1,053,555	61.4	%	$	27.10	$	66,125

Results of Operations

(unaudited and in thousands)

for the three months ended June 30, 2010


	Value-Added Fund
REVENUE
Rental	$	4,553
Straight-line rent		152
Fair value lease revenue		301

Total revenue		5,006

EXPENSES
Operating		1,988


SUBTOTAL		3,018

Interest		2,748
Depreciation and amortization		2,429


SUBTOTAL		5,177

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

NET INCOME	$	(2,159	)


BXP’s share of net income	$	(813	)
Basis differential		189
Impairment loss on investment		—

Loss from Value-Added Fund	$	(624	)
BXP’s share of depreciation & amortization		765

BXP’s share of Funds from Operations (FFO)	$	141

The Company’s Equity in the Value-Added Fund	$	11,024

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

(2)	Represents the Company’s share.

(3)	The mortgage bears interest at a fixed rate of 5.69% and matures on January 1, 2016.

(4)	The mortgage bears interest at a fixed rate of 6.57% and matures on September 1, 2013.

(5)

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

(6)

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

Boston Properties, Inc.

Second Quarter 2010

PORTFOLIO OVERVIEW

Rentable Square Footage and Percentage of Portfolio Net Operating Income of In-Service Properties by Location and Type of Property for the Quarter Ended June 30, 2010 (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	8,535,952		18.9	%	834,062		1.8	%	9,370,014		26.1	%	0.8	%	21.5	%
Greater Washington	9,364,463	(5)	22.3	%	756,325		1.0	%	10,120,788	(5)	28.2	%	—		23.3	%
Greater San Francisco	4,980,929		11.1	%	—		—		4,980,929		13.9	%	—		11.1	%
Midtown Manhattan	8,936,811	(6)	41.2	%	—		—		8,936,811	(6)	24.9	%	—		41.2	%
Princeton/East Brunswick, NJ	2,451,558		2.9	%	—		—		2,451,558		6.8	%	—		2.9	%

	34,269,713		96.4	%	1,590,387		2.8	%	35,860,100		100.0	%	0.8	%	100.0	%

% of Total	95.6	%			4.4	%			100.0	%


*Percentage of Portfolio Net Operating Income of In-Service Properties* *by Location and Type of Property (2) (4)*							*Hotel Properties*
Geographic Area	CBD		Suburban		Total		Hotel Properties	Number of Rooms	Square Feet
Greater Boston	15.9	%	5.6	%	21.5	%	Cambridge Center Marriott, Cambridge, MA	433	330,400

Greater Washington	9.1	%	14.2	%	23.3	%	Total Hotel Properties	433	330,400

Greater San Francisco	9.0	%	2.1	%	11.1	%
Midtown Manhattan	41.2	%	—		41.2	%
Princeton/East Brunswick, NJ	—		2.9	%	2.9	%	*Structured Parking*
Total	75.2	%	24.8	%	100.0	%		Number of Spaces	Square Feet

							Total Structured Parking	38,151	12,829,661

(1)	For disclosures relating to our definition of In-Service Properties, see page 50.

(2)	Portfolio Net Operating Income is a non-GAAP financial measure. For a quantitative reconciliation of Portfolio NOI to net income available to common shareholders, see page 42. For disclosures relating to our use of Portfolio NOI see page 50.

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

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

(5)

Includes 586,782 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, 299,136 square feet at Wisconsin Place which is 66.67% owned by Boston Properties and 175,698 square feet at 500 North Capitol which is 30% owned by Boston Properties.

(6)	Includes 1,800,498 square feet at the General Motors Building, 581,437 square feet at 125 West 55th Street, 638,796 square feet at Two Grand Central Tower and 288,355 square feet at 540 Madison Avenue, each of which is 60% owned by Boston Properties.

Boston Properties, Inc.

Second Quarter 2010

In-Service Property Listing

as of June 30, 2010


		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	1,224,664	90.9	%	$	47.83	N	CBD
	111 Huntington Avenue—The Prudential Center	CBD Boston MA	1	859,641	99.6	%		58.37	N	CBD
	101 Huntington Avenue—The Prudential Center	CBD Boston MA	1	505,939	100.0	%		41.07	N	CBD
	The Shops at the Prudential Center	CBD Boston MA	1	510,029	97.7	%		66.63	N	CBD
	Shaws Supermarket at the Prudential Center	CBD Boston MA	1	57,235	100.0	%		49.44	N	CBD
	One Cambridge Center	East Cambridge MA	1	215,385	58.0	%		41.86	N	CBD
	Three Cambridge Center	East Cambridge MA	1	108,152	43.0	%		21.91	N	CBD
	Four Cambridge Center	East Cambridge MA	1	199,131	89.6	%		44.50	N	CBD
	Five Cambridge Center	East Cambridge MA	1	240,480	100.0	%		45.10	N	CBD
	Eight Cambridge Center	East Cambridge MA	1	177,226	100.0	%		40.75	N	CBD
	Ten Cambridge Center	East Cambridge MA	1	152,664	100.0	%		40.02	N	CBD
	Eleven Cambridge Center	East Cambridge MA	1	79,616	100.0	%		48.44	N	CBD
	University Place	Mid-Cambridge MA	1	195,282	100.0	%		39.79	Y	CBD
	Reservoir Place	Route 128 Mass Turnpike MA	1	525,630	79.5	%		32.57	Y	S
	Reservoir Place North	Route 128 Mass Turnpike MA	1	73,258	100.0	%		29.15	N	S
	140 Kendrick Street	Route 128 Mass Turnpike MA	3	380,987	100.0	%		31.54	Y	S
	230 CityPoint	Route 128 Mass Turnpike MA	1	299,944	98.5	%		35.40	N	S
	77 CityPoint	Route 128 Mass Turnpike MA	1	209,707	100.0	%		42.81	N	S
(2)	Waltham Office Center	Route 128 Mass Turnpike MA	1	67,005	36.0	%		16.35	N	S
	195 West Street	Route 128 Mass Turnpike MA	1	63,500	100.0	%		37.61	N	S
	200 West Street	Route 128 Mass Turnpike MA	1	255,430	32.4	%		31.30	N	S
(3)	Weston Corporate Center	Route 128 Mass Turnpike MA	1	356,367	100.0	%		40.92	N	S
	Waltham Weston Corporate Center	Route 128 Mass Turnpike MA	1	306,789	78.6	%		36.57	N	S
	10 & 20 Burlington Mall Road	Route 128 Northwest MA	2	153,081	88.0	%		24.62	Y	S
	Bedford Business Park	Route 128 Northwest MA	1	92,207	100.0	%		28.01	N	S
	32 Hartwell Avenue	Route 128 Northwest MA	1	69,154	100.0	%		25.69	N	S
	91 Hartwell Avenue	Route 128 Northwest MA	1	121,425	47.0	%		28.58	Y	S
	92 Hayden Avenue	Route 128 Northwest MA	1	31,100	100.0	%		35.12	N	S
	100 Hayden Avenue	Route 128 Northwest MA	1	55,924	100.0	%		34.39	N	S
	33 Hayden Avenue	Route 128 Northwest MA	1	80,128	100.0	%		31.88	N	S
	Lexington Office Park	Route 128 Northwest MA	2	166,745	75.7	%		27.01	N	S
	191 Spring Street	Route 128 Northwest MA	1	158,900	100.0	%		31.45	N	S
	181 Spring Street	Route 128 Northwest MA	1	55,793	89.8	%		21.47	N	S
	201 Spring Street	Route 128 Northwest MA	1	106,300	100.0	%		32.90	N	S
	40 Shattuck Road	Route 128 Northwest MA	1	121,216	70.5	%		21.36	N	S
	Quorum Office Park	Route 128 Northwest MA	2	259,918	100.0	%		23.98	N	S

			41	8,535,952	90.0	%	$	41.86

Office/Technical
	Seven Cambridge Center	East Cambridge MA	1	231,028	100.0	%	$	82.67	N	CBD
	Fourteen Cambridge Center	East Cambridge MA	1	67,362	100.0	%		24.72	N	CBD
(2)	103 Fourth Avenue	Route 128 Mass Turnpike MA	1	62,476	58.5	%		24.29	N	S
	Bedford Business Park	Route 128 Northwest MA	2	379,056	62.7	%		20.44	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	%	$	44.75

		Total Greater Boston:	48	9,370,014	88.4	%	$	42.07

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

(2)	Property held for redevelopment.

(3)	Not included in Same Property analysis.

Boston Properties, Inc.

Second Quarter 2010

In-Service Property Listing (continued)

as of June 30, 2010


		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	621,009	100.0	%	$	48.18	N	CBD
	500 E Street, S. W.	Southwest Washington DC	1	248,336	100.0	%		44.74	N	CBD
	Metropolitan Square (51% ownership)	East End Washington DC	1	586,782	99.5	%		52.19	Y	CBD
	1301 New York Avenue	East End Washington DC	1	188,357	100.0	%		46.14	N	CBD
	Market Square North (50% ownership)	East End Washington DC	1	401,279	90.9	%		56.90	Y	CBD
(2)(3)	500 North Capitol (30% ownership)	CBD Washington DC	1	175,698	100.0	%		43.03	Y	CBD
	505 9th Street, N.W. (50% ownership)	CBD Washington DC	1	321,943	96.0	%		62.48	Y	CBD
	901 New York Avenue (25% ownership)	CBD Washington DC	1	539,229	99.4	%		60.18	Y	CBD
	1333 New Hampshire Avenue	CBD Washington DC	1	315,371	100.0	%		47.83	N	CBD
	1330 Connecticut Avenue	CBD Washington DC	1	252,136	98.3	%		57.05	Y	CBD
(3)	635 Massachusetts Avenue	CBD Washington DC	1	211,000	100.0	%		28.31	N	CBD
	Sumner Square	CBD Washington DC	1	208,665	96.8	%		44.60	Y	CBD
	Annapolis Junction (50% ownership)	Arundel County, MD	1	117,599	98.2	%		140.68	Y	S
	Montvale Center	Montgomery County MD	1	123,392	81.7	%		26.49	Y	S
(2)	One Preserve Parkway	Montgomery County MD	1	183,734	73.8	%		35.25	N	S
	2600 Tower Oaks Boulevard	Montgomery County MD	1	178,917	87.2	%		38.52	N	S
(2)	Wisconsin Place (66.67% ownership)	Montgomery County MD	1	299,136	96.5	%		46.26	Y	S
(2)	Democracy Tower	Fairfax County VA	1	235,436	100.0	%		45.16	Y	S
	Kingstowne One	Fairfax County VA	1	150,838	100.0	%		36.77	Y	S
	Kingstowne Two	Fairfax County VA	1	156,251	98.2	%		38.08	Y	S
	Kingstowne Retail	Fairfax County VA	1	88,288	100.0	%		30.75	Y	S
	One Freedom Square	Fairfax County VA	1	422,180	94.0	%		40.92	Y	S
	Two Freedom Square	Fairfax County VA	1	421,142	100.0	%		45.45	N	S
	One Reston Overlook	Fairfax County VA	1	312,685	100.0	%		31.28	N	S
	Two Reston Overlook	Fairfax County VA	1	134,615	91.8	%		32.91	N	S
	One and Two Discovery Square	Fairfax County VA	2	366,990	95.3	%		45.49	N	S
	New Dominion Technology Park - Building One	Fairfax County VA	1	235,201	100.0	%		33.05	Y	S
	New Dominion Technology Park - Building Two	Fairfax County VA	1	257,400	100.0	%		39.41	Y	S
	Reston Corporate Center	Fairfax County VA	2	261,046	100.0	%		35.15	N	S
	South of Market	Fairfax County VA	3	648,270	93.6	%		45.08	Y	S
	12290 Sunrise Valley	Fairfax County VA	1	182,424	100.0	%		38.25	N	S
	12300 Sunrise Valley	Fairfax County VA	1	255,244	100.0	%		45.98	N	S
	12310 Sunrise Valley	Fairfax County VA	1	263,870	100.0	%		46.36	N	S

			37	9,364,463	97.1	%	$	46.47

Office/Technical
(3)	6601 Springfield Center Drive	Fairfax County VA	1	26,388	100.0	%	$	11.13	N	S
	7435 Boston Boulevard	Fairfax County VA	1	103,557	86.2	%		21.65	N	S
	7451 Boston Boulevard	Fairfax County VA	1	47,001	100.0	%		23.79	N	S
	7450 Boston Boulevard	Fairfax County VA	1	62,402	100.0	%		20.14	N	S
	7374 Boston Boulevard	Fairfax County VA	1	57,321	100.0	%		16.46	N	S
	8000 Grainger Court	Fairfax County VA	1	88,775	100.0	%		19.74	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	%		23.26	N	S
	7601 Boston Boulevard	Fairfax County VA	1	103,750	100.0	%		14.38	N	S
	7375 Boston Boulevard	Fairfax County VA	1	26,865	100.0	%		20.35	N	S
	8000 Corporate Court	Fairfax County VA	1	52,539	100.0	%		19.10	N	S
	7300 Boston Boulevard	Fairfax County VA	1	32,000	100.0	%		27.52	N	S

			12	756,325	98.1	%	$	19.12

		Total Greater Washington:	49	10,120,788	97.2	%	$	44.41

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

(2)	Not included in Same Property analysis.

(3)	Property held for redevelopment.

Boston Properties, Inc.

Second Quarter 2010

In-Service Property Listing (continued)

as of June 30, 2010


	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	1,042,171	95.9	%	$	80.23	Y	CBD
601 Lexington Avenue	Park Avenue NY	1	1,626,845	94.1	%		82.05	Y	CBD
399 Park Avenue	Park Avenue NY	1	1,715,081	98.4	%		80.50	N	CBD
Times Square Tower	Times Square NY	1	1,243,628	99.8	%		70.34	N	CBD
General Motors Building (60% ownership)	Plaza District NY	1	1,800,498	98.9	%		113.51	Y	CBD
125 West 55th Street (60% ownership)	Sixth/Rock Center NY	1	581,437	100.0	%		66.50	Y	CBD
Two Grand Central Tower (60% ownership)	Grand Central District NY	1	638,796	90.8	%		61.05	Y	CBD
540 Madison Avenue (60% ownership)	5th/Madison District NY	1	288,355	95.2	%		99.91	Y	CBD

	Total Midtown Manhattan:	8	8,936,811	97.1	%	$	84.45

Princeton/East Brunswick, NJ
Office
101 Carnegie Center	Princeton NJ	1	123,659	100.0	%	$	29.34	N	S
104 Carnegie Center	Princeton NJ	1	102,830	97.2	%		35.07	N	S
105 Carnegie Center	Princeton NJ	1	69,955	55.3	%		29.34	N	S
201 Carnegie Center	Princeton NJ	—	6,500	100.0	%		30.00	N	S
202 Carnegie Center	Princeton NJ	1	130,582	76.4	%		33.18	Y	S
206 Carnegie Center	Princeton NJ	1	161,763	100.0	%		33.85	Y	S
210 Carnegie Center	Princeton NJ	1	162,368	98.3	%		36.67	N	S
211 Carnegie Center	Princeton NJ	1	47,025	100.0	%		32.27	N	S
212 Carnegie Center	Princeton NJ	1	149,354	81.0	%		36.24	N	S
214 Carnegie Center	Princeton NJ	1	150,774	79.7	%		32.02	Y	S
302 Carnegie Center	Princeton NJ	1	64,926	100.0	%		33.15	N	S
502 Carnegie Center	Princeton NJ	1	118,120	82.1	%		34.94	N	S
504 Carnegie Center	Princeton NJ	1	121,990	100.0	%		30.05	N	S
506 Carnegie Center	Princeton NJ	1	145,213	100.0	%		34.32	N	S
508 Carnegie Center	Princeton NJ	1	128,662	57.8	%		32.57	N	S
510 Carnegie Center	Princeton NJ	1	234,160	100.0	%		28.88	N	S
(2) 701 Carnegie Center	Princeton NJ	1	120,000	100.0	%		36.32	N	S

		16	2,037,881	90.1	%	$	33.00

One Tower Center	East Brunswick NJ	1	413,677	40.8	%	$	33.18	N	S

		1	413,677	40.8	%	$	33.18

	Total Princeton/East Brunswick, NJ:	17	2,451,558	81.8	%	$	33.02

Greater San Francisco
Office
Embarcadero Center One	CBD San Francisco CA	1	833,723	87.1	%	$	46.89	N	CBD
Embarcadero Center Two	CBD San Francisco CA	1	779,768	90.1	%		51.60	N	CBD
Embarcadero Center Three	CBD San Francisco CA	1	775,086	91.2	%		42.21	N	CBD
Embarcadero Center Four	CBD San Francisco CA	1	936,791	91.0	%		62.95	Y	CBD

		4	3,325,368	89.9	%	$	51.40

611 Gateway	South San Francisco CA	1	256,302	100.0	%	$	34.54	N	S
601 and 651 Gateway	South San Francisco CA	2	506,224	93.4	%		32.85	N	S
303 Almaden	San Jose CA	1	158,499	90.8	%		34.99	N	CBD
(3) North First Business Park	San Jose CA	5	190,636	75.8	%		16.77	N	S
3200 Zanker Road	San Jose CA	4	543,900	100.0	%		15.13	N	S

		13	1,655,561	94.3	%	$	25.66

	Total Greater San Francisco:	17	4,980,929	91.3	%	$	42.53

	Total In-Service Properties:	139	35,860,100	93.0	%	$	53.30

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

(2)	Not included in Same Property analysis.

(3)	Property held for redevelopment.

Boston Properties, Inc.

Second Quarter 2010

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION



*TOP 20 TENANTS BY SQUARE FEET LEASED*					*TENANT DIVERSIFICATION* (GROSS RENT) *
Tenant	Sq. Ft.		% of Portfolio
1 US Government	2,054,047	(1)	5.73	%
2 Lockheed Martin	1,290,756		3.60	%
3 Citibank	1,047,695	(2)	2.92	%
4 Kirkland & Ellis	648,566	(3)	1.81	%
5 Genentech	621,651		1.73	%
6 Biogen	576,393		1.61	%
7 Ropes & Gray	535,124		1.49	%
8 Shearman & Sterling	472,808		1.32	%
9 O’Melveny & Myers	460,187		1.28	%
10 Weil Gotshal Manges	444,982	(4)	1.24	%
11 Parametric Technology	380,987		1.06	%
12 Finnegan Henderson Farabow	349,146	(5)	0.97	%
13 Ann Taylor	338,942		0.95	%
14 Accenture	332,583		0.93	%
15 Northrop Grumman	323,097		0.90	%
16 Bingham McCutchen	301,385		0.84	%
17 URS Energy & Construction	299,079		0.83	%
18 Aramis (Estee Lauder)	295,610	(6)	0.82	%
19 Microsoft	291,361	(7)	0.81	%
20 Akin Gump Strauss Hauer & Feld	290,132		0.81	%

Total % of Portfolio Square Feet			31.66	%

Total % of Portfolio Revenue			32.78	%	* 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.
*Notable Signed Deals (8)*
Tenant	Property		Sq. Ft.
Wellington Management	Atlantic Wharf		454,000
Hunton & Williams LLP	2200 Pennsylvania Avenue		189,806
Microsoft Corporation	One Cambridge Center		113,081

(1)	Includes 116,353, 68,276, 103,458 & 175,698 square feet of space in properties in which Boston Properties has a 60%, 51%, 50% & 30% interest, respectively.

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

(3)	Includes 256,904 square feet of space in a property in which Boston Properties has a 51% interest.

(4)	All space is in a property in which Boston Properties has a 60% interest.

(5)	Includes 251,941 square feet of space in a property in which Boston Properties has a 25% interest.

(6)	All space is in a property in which Boston Properties has a 60% interest.

(7)	Includes 133,725 square feet of space in a property in which Boston Properties has a 67% interest.

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

Boston Properties, Inc.

Second Quarter 2010

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
2010	1,569,255	$	66,636,228	$	42.46	$	66,978,240	$	42.68	4.79	%
2011	2,907,070		146,778,645		50.49		147,194,094		50.63	8.88	%
2012	2,715,006		130,337,598		48.01		131,546,622		48.45	8.30	%
2013	1,571,558		65,414,898		41.62		67,233,749		42.78	4.80	%
2014	2,959,823		122,923,995		41.53		133,297,372		45.04	9.04	%
2015	2,426,508		118,487,921		48.83		130,321,103		53.71	7.41	%
2016	2,455,068		121,094,357		49.32		131,760,196		53.67	7.50	%
2017	3,009,965		204,818,284		68.05		220,525,744		73.27	9.20	%
2018	537,862		40,453,176		75.21		45,431,276		84.47	1.64	%
2019	2,960,434		167,839,537		56.69		187,640,173		63.38	9.05	%
Thereafter	6,985,533		431,275,455		61.74		517,839,374		74.13	21.34	%

Occupancy By Location (3)


	CBD				Suburban				Total
Location	30-Jun-10		30-Jun-09		30-Jun-10		30-Jun-09		30-Jun-10		30-Jun-09
Midtown Manhattan	97.1	%	91.6	%	n/a		n/a		97.1	%	91.6	%
Greater Boston	93.4	%	95.8	%	86.1	%	91.2	%	90.0	%	93.7	%
Greater Washington	98.4	%	98.8	%	96.1	%	92.0	%	97.1	%	95.2	%
Greater San Francisco	89.9	%	91.0	%	94.7	%	94.6	%	91.3	%	92.1	%
Princeton/East Brunswick, NJ	n/a		n/a		81.8	%	82.5	%	81.8	%	82.5	%

Total Portfolio	95.3	%	93.9	%	90.3	%	90.3	%	93.4	%	92.5	%

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

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

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

Boston Properties, Inc.

Second Quarter 2010

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
2010	276,006		$	5,919,763		$	21.45		$	5,919,763		$	21.45		17.35	%
2011	117,109			1,925,363			16.44			1,946,889			16.62		7.36	%
2012	185,359			3,944,312			21.28			4,013,269			21.65		11.65	%
2013	7,479			148,517			19.86			154,497			20.66		0.47	%
2014	258,020			4,691,608			18.18			4,942,371			19.15		16.22	%
2015	23,439			465,456			19.86			512,271			21.86		1.47	%
2016	225,532			18,729,287			83.04			19,029,245			84.37		14.18	%
2017	—			—			—			—			—		0.00	%
2018	—			—			—			—			—		0.00	%
2019	—			—			—			—			—		0.00	%
Thereafter	237,776			4,860,439			20.44			5,179,327			21.78		14.95	%

*Occupancy By Location*
	CBD					Suburban						Total
Location	30-Jun-10		30-Jun-09			30-Jun-10			30-Jun-09			30-Jun-10			30-Jun-09
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			98.1	%		91.6	%		98.1	%	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	%		81.0	%		77.9	%		84.6	%	81.9	%

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

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

Boston Properties, Inc.

Second Quarter 2010

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
2010	52,257	$	2,240,676	$	42.88	$	2,258,676	$	43.22	3.39	%
2011	55,498		5,525,928		99.57		5,531,120		99.66	3.60	%
2012	143,008		9,502,342		66.45		9,685,463		67.73	9.28	%
2013	72,586		6,085,684		83.84		6,214,852		85.62	4.71	%
2014	54,012		4,673,171		86.52		5,130,645		94.99	3.51	%
2015	142,916		12,642,505		88.46		13,830,514		96.77	9.28	%
2016	151,744		16,825,880		110.88		18,455,053		121.62	9.85	%
2017	107,995		6,714,610		62.18		7,187,201		66.55	7.01	%
2018	244,773		11,102,542		45.36		11,847,341		48.40	15.89	%
2019	55,477		3,626,394		65.37		4,286,254		77.26	3.60	%
Thereafter	460,381		25,789,181		56.02		32,462,063		70.51	29.88	%

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

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

Boston Properties, Inc.

Second Quarter 2010

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
2010	1,897,518	$	74,796,667	$	39.42	$	75,156,679	$	39.61	5.3	%
2011	3,079,677		154,229,936		50.08		154,672,102		50.22	8.6	%
2012	3,043,373		143,784,251		47.25		145,245,355		47.73	8.5	%
2013	1,651,623		71,649,099		43.38		73,603,098		44.56	4.6	%
2014	3,271,855		132,288,773		40.43		143,370,388		43.82	9.1	%
2015	2,592,863		131,595,882		50.75		144,663,888		55.79	7.2	%
2016	2,832,344		156,649,524		55.31		169,244,493		59.75	7.9	%
2017	3,117,960		211,532,894		67.84		227,712,945		73.03	8.7	%
2018	782,635		51,555,718		65.87		57,278,616		73.19	2.2	%
2019	3,015,911		171,465,931		56.85		191,926,428		63.64	8.4	%
Thereafter	7,683,690		461,925,075		60.12		555,480,764		72.29	21.4	%


*Occupancy By Location*

	CBD				Suburban				Total
Location	30-Jun-10		30-Jun-09		30-Jun-10		30-Jun-09		30-Jun-10		30-Jun-09
Midtown Manhattan	97.1	%	91.6	%	n/a		n/a		97.1	%	91.6	%
Greater Boston	93.8	%	96.1	%	82.6	%	86.8	%	88.4	%	91.7	%
Greater Washington	98.4	%	98.8	%	96.4	%	92.0	%	97.2	%	94.9	%
Greater San Francisco	89.9	%	91.0	%	94.7	%	94.6	%	91.3	%	92.1	%
Princeton/East Brunswick, NJ	n/a		n/a		81.8	%	82.5	%	81.8	%	82.5	%

Total Portfolio	95.4	%	93.9	%	89.5	%	89.0	%	93.0	%	92.0	%

(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.

Second Quarter 2010

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
2010	238,612	$	7,424,730	$	31.12	$	7,424,730	$	31.12		36,528	$	887,324	$	24.29	$	887,324	$	24.29
2011	1,003,198		41,941,837		41.81		41,776,887		41.64		—		—		—		—		—
2012	1,066,711		39,671,454		37.19		40,179,411		37.67		67,362		1,665,183		24.72		1,665,183		24.72
2013	548,301		22,869,315		41.71		23,850,129		43.50		—		—		—		—		—
2014	622,907		26,051,578		41.82		26,439,682		42.45		30,000		457,500		15.25		457,500		15.25
2015	739,449		26,442,750		35.76		29,137,616		39.40		—		—		—		—		—
2016	321,543		10,528,902		32.74		11,536,526		35.88		225,532		18,729,287		83.04		19,029,245		84.37
2017	336,581		15,185,669		45.12		17,630,956		52.38		—		—		—		—		—
2018	4,064		102,359		25.19		116,249		28.60		—		—		—		—		—
2019	621,239		26,345,738		42.41		28,788,322		46.34		—		—		—		—		—
Thereafter	1,262,867		58,869,186		46.62		75,272,584		59.60		237,776		4,860,439		20.44		5,179,327		21.78

	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
2010	4,668	$	1,055,983	$	226.22	$	1,073,983	$	230.07	(3)	279,808	$	9,368,037	$	33.48	$	9,386,037	$	33.54
2011	22,287		3,120,170		140.00		3,064,170		137.49	(4)	1,025,485		45,062,007		43.94		44,841,057		43.73
2012	61,021		2,290,564		37.54		2,290,564		37.54		1,195,094		43,627,201		36.51		44,135,158		36.93
2013	28,465		3,507,462		123.22		3,507,703		123.23		576,766		26,376,777		45.73		27,357,832		47.43
2014	16,602		2,106,167		126.86		2,138,387		128.80		669,509		28,615,245		42.74		29,035,570		43.37
2015	72,607		5,133,676		70.70		5,198,758		71.60		812,056		31,576,426		38.88		34,336,374		42.28
2016	14,617		1,711,955		117.12		1,785,820		122.17		561,692		30,970,144		55.14		32,351,591		57.60
2017	43,745		2,557,609		58.47		2,718,720		62.15		380,326		17,743,278		46.65		20,349,676		53.51
2018	171,701		7,174,400		41.78		7,491,293		43.63		175,765		7,276,759		41.40		7,607,542		43.28
2019	16,025		1,666,381		103.99		1,997,038		124.62		637,264		28,012,118		43.96		30,785,359		48.31
Thereafter	223,816		8,803,338		39.33		10,779,057		48.16		1,724,459		72,532,963		42.06		91,230,967		52.90

(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 $60.48 per square foot and $60.48 per square foot in 2010.

(4)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $94.86 per square foot and $95.95 per square foot in 2010.

Boston Properties, Inc.

Second Quarter 2010

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 2010	—	$	—	$	—		$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2010	—		—		—			—		—		—		—		—		—		—
Q3 2010	64,985		1,705,775		26.25			1,705,775		26.25		36,528		887,324		24.29		887,324		24.29
Q4 2010	173,627		5,718,955		32.94			5,718,955		32.94		—		—		—		—		—

Total 2010	238,612	$	7,424,730	$	31.12		$	7,424,730	$	31.12		36,528	$	887,323.56	$	24.29	$	887,323.56	$	24.29


Q1 2011	183,363	$	6,513,428	$	35.52		$	6,513,428	$	35.52		—	$	—	$	—	$	—	$	—
Q2 2011	368,120		11,353,654		30.84			11,342,417		30.81		—		—		—		—		—
Q3 2011	333,061		18,780,764		56.39			18,564,226		55.74		—		—		—		—		—
Q4 2011	118,654		5,293,991		44.62			5,356,815		45.15		—		—		—		—		—

Total 2011	1,003,198	$	41,941,837	$	41.81		$	41,776,887	$	41.64		—	$	—	$	—	$	—	$	—


	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 2010	—	$	—	$	—		$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2010	—		—		—			—		—		—		—		—		—		—
Q3 2010	4,661		696,887		149.51			696,887		149.51		106,174		3,289,985		30.99		3,289,985		30.99
Q4 2010	7		359,097		51,299.55			377,097		53,870.98		173,634		6,078,052		35.00		6,096,052		35.11

Total 2010	4,668	$	1,055,983	$	226.22	(3)	$	1,073,983	$	230.07	(3)	279,808	$	9,368,037	$	33.48	$	9,386,037	$	33.54


Q1 2011	10,134	$	1,521,315	$	150.12		$	1,440,915	$	142.19		193,497	$	8,034,743	$	41.52	$	7,954,343	$	41.11
Q2 2011	1,934		605,621		313.14			603,621		312.11		370,054		11,959,275		32.32		11,946,038		32.28
Q3 2011	2		104,800		52,399.98			104,800		52,399.98		333,063		18,885,564		56.70		18,669,026		56.05
Q4 2011	10,217		888,435		86.96			914,835		89.54		128,934		6,182,426		47.95		6,271,650		48.64

Total 2011	22,287	$	3,120,170	$	140.00	(4)	$	3,064,170	$	137.49	(4)	1,025,548	$	45,062,007	$	43.94	$	44,841,057	$	43.72

(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 $60.48 per square foot and $60.48 per square foot in 2010.

(4)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $94.86 per square foot and $95.95 per square foot in 2010.

Boston Properties, Inc.

Second Quarter 2010

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
2010	673,960	$	30,790,439	$	45.69	$	30,792,710	$	45.69	239,478	$	5,032,439	$	21.01	$	5,032,439	$	21.01
2011	947,189		46,550,861		49.15		46,887,179		49.50	117,109		1,925,363		16.44		1,946,889		16.62
2012	878,581		38,219,490		43.50		39,245,977		44.67	117,997		2,279,129		19.32		2,348,086		19.90
2013	167,745		8,837,951		52.69		9,169,460		54.66	7,479		148,517		19.86		154,497		20.66
2014	990,184		39,196,090		39.58		46,955,635		47.42	228,020		4,234,108		18.57		4,484,871		19.67
2015	658,651		30,138,567		45.76		33,259,536		50.50	23,439		465,456		19.86		512,271		21.86
2016	424,354		16,959,586		39.97		19,536,858		46.04	—		—		—		—		—
2017	842,567		45,717,367		54.26		49,464,180		58.71	—		—		—		—		—
2018	310,154		15,529,950		50.07		18,419,572		59.39	—		—		—		—		—
2019	1,091,151		52,330,075		47.96		61,926,792		56.75	—		—		—		—		—
Thereafter	1,762,349		83,682,240		47.48		106,167,704		60.24	—		—		—		—		—

	Retail									Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2010	3,589	$	173,382	$	48.31	$	173,382	$	48.31	917,027	$	35,996,260	$	39.25	$	35,998,530	$	39.26
2011	7,864		348,556		44.32		350,964		44.63	1,072,162		48,824,780		45.54		49,185,031		45.87
2012	11,984		514,736		42.95		524,670		43.78	1,008,562		41,013,356		40.67		42,118,734		41.76
2013	8,207		420,261		51.21		441,453		53.79	183,431		9,406,728		51.28		9,765,410		53.24
2014	12,053		613,729		50.92		694,840		57.65	1,230,257		44,043,927		35.80		52,135,346		42.38
2015	25,313		1,213,962		47.96		1,288,608		50.91	707,403		31,817,985		44.98		35,060,415		49.56
2016	17,696		910,067		51.43		1,004,208		56.75	442,050		17,869,653		40.42		20,541,066		46.47
2017	24,412		1,080,810		44.27		1,174,633		48.12	866,979		46,798,178		53.98		50,638,813		58.41
2018	56,153		3,141,885		55.95		3,444,423		61.34	366,307		18,671,835		50.97		21,863,995		59.69
2019	29,933		1,284,196		42.90		1,454,973		48.61	1,121,084		53,614,270		47.82		63,381,765		56.54
Thereafter	127,794		4,502,121		35.23		5,558,266		43.49	1,890,143		88,184,361		46.65		111,725,970		59.11

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

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

Boston Properties, Inc.

Second Quarter 2010

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 2010	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2010	—		—		—		—		—	—		—		—		—		—
Q3 2010	98,778		4,125,193		41.76		4,125,193		41.76	208,418		4,364,962		20.94		4,364,962		20.94
Q4 2010	575,182		26,665,246		46.36		26,667,516		46.36	31,060		667,477		21.49		667,477		21.49

Total 2010	673,960	$	30,790,439	$	45.69	$	30,792,710	$	45.69	239,478	$	5,032,439	$	21.01	$	5,032,439	$	21.01


Q1 2011	549,773	$	20,050,992	$	36.47	$	20,050,992	$	36.47	57,321	$	943,635	$	16.46	$	943,635	$	16.46
Q2 2011	243,744		19,169,963		78.65		19,282,172		79.11	—		—		—		—		—
Q3 2011	14,254		666,969		46.79		682,475		47.88	59,788		981,729		16.42		1,003,254		16.78
Q4 2011	139,418		6,662,937		47.79		6,871,541		49.29	—		—		—		—		—

Total 2011	947,189	$	46,550,861	$	49.15	$	46,887,179	$	49.50	117,109	$	1,925,363	$	16.44	$	1,946,889	$	16.62


	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 2010	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2010	—		—		—		—		—	—		—		—		—		—
Q3 2010	—		—		—		—		—	307,196		8,490,155		27.64		8,490,155		27.64
Q4 2010	3,589		173,382		48.31		173,382		48.31	609,831		27,506,105		45.10		27,508,375		45.11

Total 2010	3,589	$	173,382	$	48.31	$	173,382	$	48.31	917,027	$	35,996,260	$	39.25	$	35,998,530	$	39.26


Q1 2011	1,316	$	79,056	$	60.07	$	79,056	$	60.07	608,410	$	21,073,683	$	34.64	$	21,073,683	$	34.64
Q2 2011	—		—		—		—		—	243,744		19,169,963		78.65		19,282,172		79.11
Q3 2011	3,757		152,206		40.51		152,710		40.65	77,799		1,800,903		23.15		1,838,439		23.63
Q4 2011	2,791		117,294		42.03		119,198		42.71	142,209		6,780,231		47.68		6,990,739		49.16

Total 2011	7,864	$	348,556	$	44.32	$	350,964	$	44.63	1,072,162	$	48,824,780	$	45.54	$	49,185,031	$	45.87

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

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

Boston Properties, Inc.

Second Quarter 2010

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
2010	334,790	$	6,705,310	$	20.03	$	6,705,310	$	20.03	—	$	—	$	—	$	—	$	—
2011	408,450		26,495,044		64.87		26,672,782		65.30	—		—		—		—		—
2012	272,686		13,910,172		51.01		14,112,648		51.75	—		—		—		—		—
2013	498,176		13,966,408		28.04		14,277,889		28.66	—		—		—		—		—
2014	462,966		18,242,902		39.40		19,109,246		41.28	—		—		—		—		—
2015	456,613		19,238,735		42.13		19,382,895		42.45	—		—		—		—		—
2016	974,748		39,741,998		40.77		42,357,157		43.45	—		—		—		—		—
2017	270,863		11,684,782		43.14		12,664,350		46.76	—		—		—		—		—
2018	58,268		3,579,473		61.43		3,985,531		68.40	—		—		—		—		—
2019	80,697		3,540,656		43.88		3,863,444		47.88	—		—		—		—		—
Thereafter	454,401		23,692,956		52.14		26,306,657		57.89	—		—		—		—		—

	Retail									Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2010	43,692	$	987,311	$	22.60	$	987,311	$	22.60	378,482	$	7,692,621	$	20.32	$	7,692,621	$	20.32
2011	10,817		588,094		54.37		590,009		54.54	419,267		27,083,138		64.60		27,262,791		65.02
2012	32,591		2,400,765		73.66		2,515,722		77.19	305,277		16,310,936		53.43		16,628,370		54.47
2013	34,232		1,982,530		57.91		2,076,610		60.66	532,408		15,948,938		29.96		16,354,499		30.72
2014	14,339		644,237		44.93		844,392		58.89	477,305		18,887,139		39.57		19,953,637		41.80
2015	35,008		1,912,619		54.63		1,998,347		57.08	491,621		21,151,354		43.02		21,381,242		43.49
2016	26,815		1,210,444		45.14		1,346,518		50.22	1,001,563		40,952,442		40.89		43,703,674		43.64
2017	13,153		717,657		54.56		781,455		59.41	284,016		12,402,440		43.67		13,445,805		47.34
2018	16,919		786,257		46.47		911,625		53.88	75,187		4,365,730		58.06		4,897,155		65.13
2019	5,642		289,707		51.35		344,092		60.99	86,339		3,830,363		44.36		4,207,535		48.73
Thereafter	12,879		282,161		21.91		325,259		25.25	467,280		23,975,117		51.31		26,631,915		56.99

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

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

Boston Properties, Inc.

Second Quarter 2010

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 2010	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2010	—		—		—		—		—	—		—		—		—		—
Q3 2010	4,552		203,692		44.75		203,692		44.75	—		—		—		—		—
Q4 2010	330,238		6,501,618		19.69		6,501,618		19.69	—		—		—		—		—

Total 2010	334,790	$	6,705,310	$	20.03	$	6,705,310	$	20.03	—	$	—	$	—	$	—	$	—


Q1 2011	18,639	$	837,101	$	44.91	$	837,101	$	44.91	—	$	—	$	—	$	—	$	—
Q2 2011	65,933		3,068,732		46.54		3,087,079		46.82	—		—		—		—		—
Q3 2011	130,534		11,276,895		86.39		11,295,367		86.53	—		—		—		—		—
Q4 2011	193,344		11,312,317		58.51		11,453,236		59.24	—		—		—		—		—

Total 2011	408,450	$	26,495,044	$	64.87	$	26,672,782	$	65.30	—	$	—	$	—	$	—	$	—


	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 2010	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
Q2 2010	—		—		—		—		—	—		—		—		—		—
Q3 2010	—		—		—		—		—	4,552		203,692		44.75		203,692		44.75
Q4 2010	43,692		987,311		22.60		987,311		22.60	373,930		7,488,929		20.03		7,488,929		20.03

Total 2010	43,692	$	987,311	$	22.60	$	987,311	$	22.60	378,482	$	7,692,621	$	20.32	$	7,692,621	$	20.32


Q1 2011	7,355	$	393,727	$	53.53	$	379,227	$	51.56	25,994	$	1,230,827	$	47.35	$	1,216,327		46.79
Q2 2011	—		—		—		—		—	65,933		3,068,732		46.54		3,087,079		46.82
Q3 2011	180		26,370		146.50		27,049		150.27	130,714		11,303,265		86.47		11,322,416		86.62
Q4 2011	3,282		167,997		51.19		183,733		55.98	196,626		11,480,314		58.39		11,636,969		59.18

Total 2011	10,817	$	588,094	$	54.37	$	590,009	$	54.54	419,267	$	27,083,138	$	64.60	$	27,262,791	$	65.02

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

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

Boston Properties, Inc.

Second Quarter 2010

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
2010	256,955	$	19,379,578	$	75.42	(3)	$	19,390,375	$	75.46	(3)	—	$	—	$	—		$	—	$	—
2011	237,875		20,813,786		87.50			20,856,661		87.68		—		—		—			—		—
2012	447,384		36,822,277		82.31			37,235,317		83.23		—		—		—			—		—
2013	132,200		12,171,883		92.07			12,171,883		92.07		—		—		—			—		—
2014	197,560		16,866,171		85.37			17,148,249		86.80		—		—		—			—		—
2015	381,211		36,742,753		96.38			42,253,191		110.84		—		—		—			—		—
2016	672,075		51,822,505		77.11			56,156,624		83.56		—		—		—			—		—
2017	1,438,844		127,980,919		88.95			136,291,081		94.72		—		—		—			—		—
2018	165,376		21,241,394		128.44			22,909,924		138.53		—		—		—			—		—
2019	1,018,587		81,180,073		79.70			88,084,576		86.48		—		—		—			—		—
Thereafter	3,385,916		260,672,961		76.99			305,254,318		90.15		—		—		—			—		—

	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
2010	308	$	24,000	$	77.92		$	24,000	$	77.92		257,263	$	19,403,578	$	75.42	(3)	$	19,414,375	$	75.47	(3)
2011	14,530		1,469,108		101.11			1,525,977		105.02		252,405		22,282,894		88.28			22,382,638		88.68
2012	37,412		4,296,276		114.84			4,354,507		116.39		484,796		41,118,554		84.82			41,589,824		85.79
2013	1,682		175,431		104.30			189,085		112.42		133,882		12,347,314		92.23			12,360,969		92.33
2014	11,018		1,309,038		118.81			1,453,026		131.88		208,578		18,175,209		87.14			18,601,274		89.18
2015	9,988		4,382,248		438.75			5,344,801		535.12		391,199		41,125,001		105.13			47,597,993		121.67
2016	92,616		12,993,414		140.29			14,318,508		154.60		764,691		64,815,919		84.76			70,475,131		92.16
2017	26,685		2,358,533		88.38			2,512,392		94.15		1,465,529		130,339,452		88.94			138,803,472		94.71
2018	—		—		—			—		—		165,376		21,241,394		128.44			22,909,924		138.53
2019	3,877		386,110		99.59			490,152		126.43		1,022,464		81,566,183		79.77			88,574,728		86.63
Thereafter	95,892		12,201,560		127.24			15,799,482		164.76		3,481,808		272,874,521		78.37			321,053,800		92.21

(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 holdover rent on 80,227 square feet. Excluding holdover rent, the expiring rental rate would be $62.13psf and $62.17.

Boston Properties, Inc.

Second Quarter 2010

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 2010	—	$	—	$	—		$	—	$	—		—	$	—	$	—		$	—	$	—
Q2 2010	—		—		—			—		—		—		—		—			—		—
Q3 2010	178,994		14,530,167		81.18			14,530,167		81.18		—		—		—			—		—
Q4 2010	77,961		4,849,411		62.20			4,860,208		62.34		—		—		—			—		—

Total 2010	256,955	$	19,379,578	$	75.42	(3)	$	19,390,375	$	75.46	(3)	—	$	—	$	—		$	—	$	—


Q1 2011	42,506	$	2,842,289	$	66.87		$	2,832,434	$	66.64		—	$	—	$	—		$	—	$	—
Q2 2011	82,781		7,044,540		85.10			7,069,388		85.40		—		—		—			—		—
Q3 2011	48,827		3,715,821		76.10			3,715,821		76.10		—		—		—			—		—
Q4 2011	63,761		7,211,136		113.10			7,239,018		113.53		—		—		—			—		—

Total 2011	237,875	$	20,813,786	$	87.50		$	20,856,661	$	87.68		—	$	—	$	—		$	—	$	—


	Retail											Total Property Types
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot			Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot			Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2010	—	$	—	$	—		$	—	$	—		—	$	—	$	—		$	—	$	—
Q2 2010	—		—		—			—		—		—		—		—			—		—
Q3 2010	—		—		—			—		—		178,994		14,530,167		81.18			14,530,167		81.18
Q4 2010	308		24,000		77.92			24,000		77.92		78,269		4,873,411		62.26			4,884,208		62.40

Total 2010	308	$	24,000	$	77.92		$	24,000	$	77.92		257,263	$	19,403,578	$	75.42	(3)	$	19,414,375	$	75.47	(3)


Q1 2011	715	$	101,492	$	141.95		$	101,492	$	141.95		43,221	$	2,943,780	$	68.11		$	2,933,925	$	67.88
Q2 2011	1,200		168,531		140.44			168,531		140.44		83,981		7,213,072		85.89			7,237,919		86.19
Q3 2011	3,465		553,344		159.70			592,063		170.87		52,292		4,269,165		81.64			4,307,884		82.38
Q4 2011	9,150		645,741		70.57			663,891		72.56		72,911		7,856,877		107.76			7,902,909		108.39

Total 2011	14,530	$	1,469,108	$	101.11		$	1,525,977	$	105.02		252,405	$	22,282,894	$	88.28		$	22,382,638	$	88.68

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

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

(3)	Includes holdover rent on 80,227square feet. Excluding holdover rent, the expiring rental rate would be $62.13psf and $62.17.

Boston Properties, Inc.

Second Quarter 2010

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
2010	64,938	$	2,336,172	$	35.98	$	2,665,116	$	41.04	(3)	—	$	—	$	—	$	—	$	—
2011	310,358		10,977,116		35.37		11,000,585		35.44		—		—		—		—		—
2012	49,644		1,714,205		34.53		1,714,205		34.53		—		—		—		—		—
2013	225,136		7,569,342		33.62		7,764,388		34.49		—		—		—		—		—
2014	686,206		22,567,253		32.89		23,644,560		34.46		—		—		—		—		—
2015	190,584		5,925,116		31.09		6,287,864		32.99		—		—		—		—		—
2016	62,348		2,041,366		32.74		2,173,031		34.85		—		—		—		—		—
2017	121,110		4,249,547		35.09		4,475,177		36.95		—		—		—		—		—
2018	—		—		—		—		—		—		—		—		—		—
2019	148,760		4,442,996		29.87		4,977,041		33.46		—		—		—		—		—
Thereafter	120,000		4,358,112		36.32		4,838,112		40.32		—		—		—		—		—

	Retail										Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases	Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2010	—	$	—	$	—	$	—	$	—		64,938	$	2,336,172	$	35.98	$	2,665,116	$	41.04	(3)
2011	—		—		—		—		—		310,358		10,977,116		35.37		11,000,585		35.44
2012	—		—		—		—		—		49,644		1,714,205		34.53		1,714,205		34.53
2013	—		—		—		—		—		225,136		7,569,342		33.62		7,764,388		34.49
2014	—		—		—		—		—		686,206		22,567,253		32.89		23,644,560		34.46
2015	—		—		—		—		—		190,584		5,925,116		31.09		6,287,864		32.99
2016	—		—		—		—		—		62,348		2,041,366		32.74		2,173,031		34.85
2017	—		—		—		—		—		121,110		4,249,547		35.09		4,475,177		36.95
2018	—		—		—		—		—		—		—		—		—		—
2019	—		—		—		—		—		148,760		4,442,996		29.87		4,977,041		33.46
Thereafter	—		—		—		—		—		120,000		4,358,112		36.32		4,838,112		40.32

(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 holdover rent on 9,024 square feet. Excluding holdover rent, the expiring rental rate would be $35.98/sf.

Boston Properties, Inc.

Second Quarter 2010

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 2010	—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2010	—		—		—		—		—		—		—		—		—		—
Q3 2010	14,287		475,970		33.31		804,913		56.34		—		—		—		—		—
Q4 2010	50,651		1,860,202		36.73		1,860,202		36.73		—		—		—		—		—

Total 2010	64,938	$	2,336,172	$	35.98	$	2,665,116	$	41.04	(3)	—	$	—	$	—	$	—	$	—


Q1 2011	113,750	$	4,028,782	$	35.42	$	4,028,782	$	35.42		—	$	—	$	—	$	—	$	—
Q2 2011	3,477		116,212		33.42		119,689		34.42		—		—		—		—		—
Q3 2011	115,536		4,114,953		35.62		4,134,944		35.79		—		—		—		—		—
Q4 2011	77,595		2,717,170		35.02		2,717,170		35.02		—		—		—		—		—

Total 2011	310,358	$	10,977,116	$	35.37	$	11,000,585	$	35.44		—	$	—	$	—	$	—	$	—


	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 2010	—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2010	—		—		—		—		—		—		—		—		—		—
Q3 2010	—		—		—		—		—		14,287		475,970		33.31		804,913		56.34
Q4 2010	—		—		—		—		—		50,651		1,860,202		36.73		1,860,202		36.73

Total 2010	—	$	—	$	—	$	—	$	—		64,938	$	2,336,172	$	35.98	$	2,665,116	$	41.04	(3)


Q1 2011	—	$	—	$	—	$	—	$	—		113,750	$	4,028,782	$	35.42	$	4,028,782	$	35.42
Q2 2011	—		—		—		—		—		3,477		116,212		33.42		119,689		34.42
Q3 2011	—		—		—		—		—		115,536		4,114,953		35.62		4,134,944		35.79
Q4 2011	—		—		—		—		—		77,595		2,717,170		35.02		2,717,170		35.02

Total 2011	—	$	—	$	—	$	—	$	—		310,358	$	10,977,116	$	35.37	$	11,000,585	$	35.44

(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 holdover rent on 9,024 square feet. Excluding holdover rent, the expiring rental rate would be $35.98/sf.

Boston Properties, Inc.

Second Quarter 2010

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
2010	45,339	$	2,594,703	$	57.23		$	2,612,703	$	57.63		95,861	$	4,760,423	$	49.66	$	4,760,423	$	49.66
2011	510,468		30,801,552		60.34			30,510,320		59.77		285,982		12,957,155		45.31		13,025,433		45.55
2012	368,629		17,099,060		46.39			17,136,896		46.49		191,595		8,682,211		45.32		8,784,438		45.85
2013	341,185		19,077,009		55.91			19,755,301		57.90		34,022		1,704,872		50.11		1,796,207		52.80
2014	463,140		22,759,385		49.14			22,979,011		49.62		554,000		22,418,773		40.47		28,762,336		51.92
2015	396,596		18,755,167		47.29			20,009,205		50.45		341,143		19,205,697		56.30		21,048,887		61.70
2016	296,421		22,386,013		75.52			22,977,083		77.52		57,782		2,814,263		48.70		3,174,171		54.93
2017	218,659		12,542,203		57.36			14,425,262		65.97		768,099		42,721,431		55.62		45,812,927		59.64
2018	171,701		7,174,400		41.78			7,491,293		43.63		83,953		5,066,431		60.35		5,687,579		67.75
2019	372,461		17,014,076		45.68			18,818,931		50.53		696,330		36,469,040		52.37		45,317,336		65.08
Thereafter	1,130,316		53,088,483		46.97			66,533,420		58.86		874,093		46,702,015		53.43		60,009,208		68.65

	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
2010	257,263	$	19,403,578	$	75.42	(3)	$	19,414,375	$	75.47	(3)	95,512	$	3,312,274	$	34.68	$	3,312,274	$	34.68
2011	252,405		22,282,894		88.28			22,382,638		88.68		334,489		25,197,297		75.33		25,331,706		75.73
2012	484,796		41,118,554		84.82			41,589,824		85.79		266,734		15,006,437		56.26		15,255,168		57.19
2013	133,882		12,347,314		92.23			12,360,969		92.33		221,321		10,890,035		49.20		11,198,236		50.60
2014	208,578		18,175,209		87.14			18,601,274		89.18		221,003		10,035,053		45.41		10,640,208		48.15
2015	391,199		41,125,001		105.13			47,597,993		121.67		257,514		13,456,394		52.26		12,797,068		49.69
2016	764,691		64,815,919		84.76			70,475,131		92.16		873,175		37,723,424		43.20		39,994,395		45.80
2017	1,465,529		130,339,452		88.94			138,803,472		94.71		209,115		9,885,766		47.27		10,350,615		49.50
2018	165,376		21,241,394		128.44			22,909,924		138.53		75,187		4,365,730		58.06		4,897,155		65.13
2019	1,022,464		81,566,183		79.77			88,574,728		86.63		86,339		3,830,363		44.36		4,207,535		48.73
Thereafter	3,481,808		272,874,521		78.37			321,053,800		92.21		467,280		23,975,117		51.31		26,631,915		56.99



	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
2010	—	$	—	$	—	$	—	$	—	—	$	—	$	—	$	—	$	—
2011	—		—		—		—		—	—		—		—		—		—
2012	—		—		—		—		—	—		—		—		—		—
2013	—		—		—		—		—	—		—		—		—		—
2014	—		—		—		—		—	—		—		—		—		—
2015	—		—		—		—		—	—		—		—		—		—
2016	—		—		—		—		—	—		—		—		—		—
2017	—		—		—		—		—	—		—		—		—		—
2018	—		—		—		—		—	—		—		—		—		—
2019	—		—		—		—		—	—		—		—		—		—
Thereafter	—		—		—		—		—	—		—		—		—		—

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

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

(3)	Includes holdover rent on 80,227square feet. Excluding holdover rent, the expiring rental rate would be $62.13psf and $62.17.

Boston Properties, Inc.

Second Quarter 2010

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
2010	234,469	$	6,773,335	$	28.89	$	6,773,335	$	28.89	821,166	$	31,235,836	$	38.04	$	31,238,107	$	38.04
2011	515,080		14,260,455		27.69		14,330,737		27.82	786,180		35,867,625		45.62		36,159,599		45.99
2012	826,465		26,528,141		32.10		26,998,262		32.67	816,967		32,331,145		39.57		33,334,296		40.80
2013	235,581		7,299,768		30.99		7,602,531		32.27	149,409		7,701,856		51.55		7,969,203		53.34
2014	206,369		5,855,860		28.38		6,056,559		29.35	676,257		21,625,155		31.98		23,373,010		34.56
2015	415,460		12,821,260		30.86		14,327,169		34.49	366,260		12,612,289		34.44		14,011,528		38.26
2016	265,271		8,584,131		32.36		9,374,507		35.34	384,268		15,055,390		39.18		17,366,894		45.19
2017	161,667		5,201,075		32.17		5,924,414		36.65	98,880		4,076,746		41.23		4,825,886		48.81
2018	4,064		102,359		25.19		116,249		28.60	282,354		13,605,404		48.19		16,176,416		57.29
2019	264,803		10,998,042		41.53		11,966,428		45.19	424,754		17,145,230		40.37		18,064,429		42.53
Thereafter	594,143		19,444,480		32.73		24,697,547		41.57	1,016,050		41,482,346		69.82		51,716,762		50.90

	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
2010	—	$	—	$	—	$	—	$	—	282,970	$	4,380,347	$	15.48	$	4,380,347	$	15.48
2011	—		—		—		—		—	84,778		1,885,841		22.24		1,931,085		22.78
2012	—		—		—		—		—	38,543		1,304,499		33.85		1,373,202		35.63
2013	—		—		—		—		—	311,087		5,058,902		16.26		5,156,263		16.57
2014	—		—		—		—		—	256,302		8,852,086		34.54		9,313,429		36.34
2015	—		—		—		—		—	234,107		7,694,960		32.87		8,584,174		36.67
2016	—		—		—		—		—	128,388		3,229,017		25.15		3,709,280		28.89
2017	—		—		—		—		—	74,901		2,516,674		33.60		3,095,191		41.32
2018	—		—		—		—		—	—		—		—		—		—
2019	—		—		—		—		—	—		—		—		—		—
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
2010	64,938	$	2,336,172	$	35.98	$	2,665,116	$	41.04	(3)	—	$	—	$	—	$	—	$	—
2011	310,358		10,977,116		35.37		11,000,585		35.44		—		—		—		—		—
2012	49,644		1,714,205		34.53		1,714,205		34.53		—		—		—		—		—
2013	225,136		7,569,342		33.62		7,764,388		34.49		—		—		—		—		—
2014	686,206		22,567,253		32.89		23,644,560		34.46		—		—		—		—		—
2015	190,584		5,925,116		31.09		6,287,864		32.99		—		—		—		—		—
2016	62,348		2,041,366		32.74		2,173,031		34.85		—		—		—		—		—
2017	121,110		4,249,547		35.09		4,475,177		36.95		—		—		—		—		—
2018	—		—		—		—		—		—		—		—		—		—
2019	148,760		4,442,996		29.87		4,977,041		33.46		—		—		—		—		—
Thereafter	120,000		4,358,112		36.32		4,838,112		40.32		—		—		—		—		—

(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 holdover rent on 9,024 square feet. Excluding holdover rent, the expiring rental rate would be $35.98/sf.

Boston Properties, Inc.

Second Quarter 2010

HOTEL PERFORMANCE

Cambridge Center Marriott


	Second Quarter 2010			Second Quarter 2009			Percent Change		Year to Date 2010			Year to Date 2009			Percent Change
Occupancy		82.4	%		78.0	%	5.6	%		78.4	%		73.6	%	6.5	%
Average Daily Rate	$	209.16		$	195.51		7.0	%	$	183.18		$	182.97		0.1	%
Revenue per available room	$	172.39		$	152.59		13.0	%	$	143.63		$	134.64		6.7	%

OCCUPANCY ANALYSIS

Same Property Occupancy⁽ ¹⁾ - By Location


	CBD				Suburban				Total
Location	30-Jun-10		30-Jun-09		30-Jun-10		30-Jun-09		30-Jun-10		30-Jun-09
Greater Boston	93.8	%	96.1	%	81.1	%	87.9	%	87.9	%	92.3	%
Greater Washington	98.3	%	99.4	%	97.0	%	95.6	%	97.5	%	97.2	%
Midtown Manhattan	97.1	%	91.6	%	n/a		n/a		97.1	%	91.6	%
Princeton/East Brunswick, NJ	n/a		n/a		80.8	%	82.5	%	80.8	%	82.5	%
Greater San Francisco	89.9	%	91.0	%	94.7	%	94.6	%	91.3	%	92.1	%

Total Portfolio	95.4	%	94.0	%	88.9	%	90.8	%	92.9	%	92.7	%

Same Property Occupancy⁽ ¹⁾ - By Type of Property


	CBD				Suburban				Total
	30-Jun-10		30-Jun-09		30-Jun-10		30-Jun-09		30-Jun-10		30-Jun-09
Total Office Portfolio	95.3	%	93.9	%	89.8	%	91.7	%	93.3	%	93.1	%
Total Office/Technical Portfolio 100.0%	100.0	%	100.0	%	81.0	%	82.1	%	84.6	%	85.5	%

Total Portfolio	95.4	%	94.0	%	88.9	%	90.8	%	92.9	%	92.7	%

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

Boston Properties, Inc.

Second Quarter 2010

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office		Office/Technical		Hotel (1)		Total
Number of Properties	114		19		1		134
Square feet	32,899,342		1,590,387		330,400		34,820,129
Percent of in-service properties	96.0	%	100.0	%	100.0	%	96.2	%
Occupancy @ 06/30/09	93.1	%	85.5	%	—		92.7	%
Occupancy @ 06/30/10	93.3	%	84.6	%	—		92.9	%
Percent change from 2nd quarter 2010 over 2nd quarter 2009 (2):
Rental revenue	-1.4	%	-0.7	%	13.2	%
Operating expenses and real estate taxes	-2.3	%	-5.9	%	13.6	%
Consolidated Net Operating Income (3) - excluding hotel							-0.9	%(2)
Consolidated Net Operating Income (3) - Hotel							12.0	%(2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)							-5.4	%(2)
Portfolio Net Operating Income (3)							-1.7	%
Rental revenue - cash basis	-5.3	%	-0.3	%	13.2	%
Consolidated Net Operating Income (3) - cash basis (5) excluding hotel	-7.0	%	1.9	%			-6.7	%(2)
Consolidated Net Operating Income (3) - cash basis (5) - Hotel							12.0	%(2)
Net Operating Income - cash basis (5) - BXP’s share of unconsolidated joint ventures							10.3	%(2)
Portfolio Net Operating Income (3) - cash basis (5)							-4.4	%

Same Property Lease Analysis - quarter ended June 30, 2010


	Office			Office/Technical			Total
Vacant space available @ 4/1/2010 (sf)		2,223,073			206,368			2,429,441
Square footage of leases expiring or terminated 4/1/2010-6/30/2010		1,167,268			25,000			1,192,268

Total space for lease (sf)		3,390,341			231,368			3,621,709

New tenants (sf)		434,361			—			434,361
Renewals (sf)		731,468			—			731,468

Total space leased (sf)		1,165,829			—			1,165,829

Space available @ 6/30/2010 (sf)		2,224,512			231,368			2,455,880

Net (increase)/decrease in available space (sf)		(1,439	)		(25,000	)		(26,439	)
2nd generation Average lease term (months)		66			—			66
2nd generation Average free rent (days)		49			—			49
2nd generation TI/Comm PSF	$	23.81		$	—		$	23.81
Increase (decrease) in 2nd generation gross rents (6)		28.54	%		—			28.54	%
Increase (decrease) in 2nd generation net rents (6)		40.52	%		—			40.52	%

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

(2)	See page 43 for a quantitative reconciliation of Same Property Net Operating Income (NOI) by reportable segment.

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

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

(5)	For a quantitative reconciliation of NOI to NOI on a cash basis, see page 42.

(6)	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 990,039 square feet.

Boston Properties, Inc.

Second Quarter 2010

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	June 30, 2010			June 30, 2009
	*(in thousands)*
Net income attributable to Boston Properties, Inc.	$	61,412		$	67,152
Net income attributable to noncontrolling interests:
Noncontrolling interest - redeemable preferred units of the Operating Partnership		836			972
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership		125			629
Noncontrolling interest - common units of the Operating Partnership		9,250			10,629
Noncontrolling interests in property partnerships		864			691
Gains on sales of real estate		(969	)		(4,493	)
Income (loss) from unconsolidated joint ventures		(7,465	)		351

Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income attributable to noncontrolling interests		64,053			75,931

Add:
Losses (gains) from investments in securities		678			(1,194	)
Losses from early extinguishment of debt		6,051			494
Depreciation and amortization		81,400			87,005
Interest expense		96,755			78,633
General and administrative expense		17,648			18,532

Subtract:
Interest and other income		(2,117	)		(442	)
Development and management services income (1)		(18,884	)		(8,551	)

Consolidated Net Operating Income		245,584			250,408
Net Operating Income from unconsolidated joint ventures (BXP’s share) (2)		61,655			64,939

Combined Net Operating Income		307,239			315,347
Subtract:
Net Operating Income from Value-Added Fund (BXP’s share)		(1,109	)		(1,084	)

Portfolio Net Operating Income	$	306,131		$	314,263


Same Property Net Operating Income		293,207			298,376
Net operating income from non Same Properties (3)		8,768			1,029
Termination income		4,156			14,858

Portfolio Net Operating Income	$	306,131		$	314,263


Same Property Net Operating Income		293,207			298,376
Less straight-line rent and fair value lease revenue		44,214			37,962

Same Property Net Operating Income - cash basis	$	248,993		$	260,414

(1)

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

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

Boston Properties, Inc.

Second Quarter 2010

Same Property Net Operating Income by Reportable Segment

(in thousands)


	Office									Office/Technical
	For the three months ended				$ Change			% Change		For the three months ended				$ Change			% Change
	30-Jun-10		30-Jun-09		$ Change			% Change		30-Jun-10		30-Jun-09		$ Change			% Change
Rental Revenue	$	344,703	$	359,893						$	11,549	$	11,634
Less Termination Income		2,346		12,600							—		—

Rental revenue - subtotal		342,357		347,293		(4,936	)	-1.4	%		11,549		11,634		(85	)	-0.7	%
Operating expenses and real estate taxes		118,192		120,919		(2,727	)	-2.3	%		3,070		3,262		(192	)	-5.9	%

Net Operating Income (1)	$	224,165	$	226,374	$	(2,209	)	-1.0	%	$	8,479	$	8,372	$	107		1.3	%

Rental revenue - subtotal	$	342,357	$	347,293						$	11,549	$	11,634
Less straight line rent and fair value lease revenue		22,099		9,098		13,001		142.9	%		6		57		(51	)	-89.5	%

Rental revenue - cash basis		320,258		338,195		(17,937	)	-5.3	%		11,543		11,577		(34	)	-0.3	%
Less:
Operating expenses and real estate taxes		118,192		120,919		(2,727	)	-2.3	%		3,070		3,262		(192	)	-5.9	%

Net Operating Income (2) - cash basis	$	202,066	$	217,276	$	(15,210	)	-7.0	%	$	8,473	$	8,315	$	158		1.9	%


	Sub-Total									Hotel
	For the three months ended				$ Change			% Change		For the three months ended						$ Change		% Change
	30-Jun-10		30-Jun-09		$ Change			% Change		30-Jun-10			30-Jun-09			$ Change		% Change
Rental Revenue	$	356,252	$	371,527						$	8,371		$	7,396
Less Termination Income		2,346		12,600							—			—

Rental revenue - subtotal		353,906		358,927		(5,021	)	-1.4	%		8,371			7,396		$	975	13.2	%
Operating expenses and real estate taxes		121,262		124,181		(2,919	)	-2.4	%		6,089			5,359			730	13.6	%

Net Operating Income (1)	$	232,644	$	234,746	$	(2,102	)	-0.9	%	$	2,282		$	2,037		$	245	12.0	%

Rental revenue - subtotal	$	353,906	$	358,927						$	8,371		$	7,396
Less straight line rent and fair value lease revenue		22,105		9,155		12,950		141.5	%		(1	)		(1	)		—	0.0	%

Rental revenue - cash basis		331,801		349,772		(17,971	)	-5.1	%		8,372			7,397			975	13.2	%
Less:
Operating expenses and real estate taxes		121,262		124,181		(2,919	)	-2.4	%		6,089			5,359			730	13.6	%

Net Operating Income (2) - cash basis	$	210,539	$	225,591	$	(15,052	)	-6.7	%	$	2,283		$	2,038		$	245	12.0	%


	Unconsolidated Joint Ventures (3)									Total
	For the three months ended				$ Change			% Change		For the three months ended				$ Change			% Change
	30-Jun-10		30-Jun-09		$ Change			% Change		30-Jun-10		30-Jun-09		$ Change			% Change
Rental Revenue	$	81,537	$	84,043						$	446,160	$	462,966
Less Termination Income		1,810		2,258							4,156		14,858

Rental revenue - subtotal		79,727		81,785	$	(2,058	)	-2.5	%		442,004		448,108		(6,104	)	-1.4	%
Operating expenses and real estate taxes		21,446		20,192		1,254		6.2	%		148,797		149,732		(935	)	-0.6	%

Net Operating Income (1)	$	58,281	$	61,593	$	(3,312	)	-5.4	%	$	293,207	$	298,376	$	(5,169	)	-1.7	%

Rental revenue - subtotal	$	79,727	$	81,785						$	442,004	$	448,108
Less straight line rent and fair value lease revenue		22,110		28,808		(6,698	)	-23.3	%		44,214		37,962		6,252		16.5	%

Rental revenue - cash basis		57,617		52,977		4,640		8.8	%		397,790		410,146		(12,356	)	-3.0	%
Less:
Operating expenses and real estate taxes		21,446		20,192		1,254		6.2	%		148,797		149,732		(935	)	-0.6	%

Net Operating Income (2) - cash basis	$	36,171	$	32,785	$	3,386		10.3	%	$	248,993	$	260,414	$	(11,421	)	-4.4	%

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

(2)	For a quantitative reconciliation of NOI to NOI on a cash basis see page 42. For disclosures relating to our use of NOI see page 50.

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

Boston Properties, Inc.

Second Quarter 2010

LEASING ACTIVITY

All In-Service Properties - quarter ended June 30, 2010


	Office			Office/Technical			Total
Vacant space available @ 4/1/2010 (sf)		2,297,992			206,368			2,504,360
Property dispositions/ assets taken out of service (sf)		—			—			—
Property acquisitions/ assets placed in-service (sf)		356,367			—			356,367
Leases expiring or terminated 4/1/2010-6/30/2010 (sf)		1,198,346			25,000			1,223,346

Total space for lease (sf)		3,852,705			231,368			4,084,073

New tenants (sf)		807,329			—			807,329
Renewals (sf)		762,272			—			762,272

Total space leased (sf)		1,569,601			—			1,569,601	(1)

Space available @ 6/30/2010 (sf)		2,283,104			231,368			2,514,472

Net (increase)/decrease in available space (sf)		14,888			(25,000	)		(10,112	)
2nd generation Average lease term (months)		66			—			66
2nd generation Average free rent (days)		47			—			47
2nd generation TI/Comm PSF	$	23.18		$	—		$	23.18
Increase (decrease) in 2nd generation gross rents (2)		27.67	%		—			27.67	%
Increase (decrease) in 2nd generation net rents (3)		39.08	%		—			39.08	%


	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	356,367	166,240	4.60	%	10.25	%	522,607	262,946
Washington	72,123	518,732	10.80	%	14.87	%	590,855	137,330
New York	—	299,229	59.67	%	90.94	%	299,229	77,246
San Francisco	—	151,532	-7.95	%	-12.13	%	151,532	101,428
Princeton	—	5,378	-5.09	%	-8.08	%	5,378	163,339

	428,490	1,141,111	27.67	%	39.08	%	1,569,601	742,289

(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 1,021,117.

(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 1,021,117.

(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. The total square feet of leases executed in the current quarter and recognized in the current quarter is 239,413.

Boston Properties, Inc.

Second Quarter 2010

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q2 2010		Q1 2010		2009		2008			2007
Recurring capital expenditures	$	1,996	$	1,044	$	27,813	$	29,781		$	36,599
Planned non-recurring capital expenditures associated with acquisition properties		22		112		865		3,203			1,490
Hotel improvements, equipment upgrades and replacements		182		307		1,515		2,317	(1)		1,127

	$	2,200	$	1,463	$	30,193	$	35,301		$	39,216

2nd Generation Tenant Improvements and Leasing Commissions


	Q2 2010		Q1 2010		2009		2008		2007
Office
Square feet		1,141,111		1,991,944		3,545,251		2,472,619		3,201,812

Tenant improvement and lease commissions PSF	$	23.18	$	45.21	$	32.59	$	30.17	$	23.88

Office/Technical
Square feet		—		31,060		115,848		26,388		226,692

Tenant improvement and lease commissions PSF	$	—	$	0.51	$	0.13	$	—	$	26.62

Average tenant improvement and lease commissions PSF	$	23.18	$	44.46	$	31.56	$	29.85	$	24.06

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

Boston Properties, Inc.

Second Quarter 2010

ACQUISITIONS/DISPOSITIONS

as of June 30, 2010

ACQUISITIONS

For the period from January 1, 2010 through June 30, 2010


Property	Date Acquired	Square Feet	Initial Investment		Anticipated Future Investment		Total Investment		Percentage Leased
500 North Capitol (30% ownership interest)	Apr-10	175,698	$	8,485,000	$	—	$	8,485,000	100	%

Total Acquisitions		175,698	$	8,485,000	$	—	$	8,485,000	100	%

DISPOSITIONS

For the period from January 1, 2010 through June 30, 2010


Property	Date Disposed	Square Feet	Gross Sales Price		Book Gain
20 F Street Land (1)	Apr-08	—	$	—	$	1,765,000
280 Park Avenue (2)	Jun-06	—		—		969,000

Total Dispositions		—	$	—	$	2,734,000

(1)

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 gain on sale totaling approximately $23.4 million was deferred and has been recognized over the construction period. During the six months ended June 30, 2010, the Company completed construction of the project and recognized the remaining gain on sale totaling approximately $1.8 million.

(2)

280 Park Avenue was sold in 2006. The Company had entered into a master lease obligation with the buyer resulting in the deferral of a portion of the book gain on sale. During the three months ended June 30, 2010, the Company satisfied the remaining requirement of the master lease obligation and recognized the remaining deferred gain on sale of approximately $1.0 million.

Boston Properties, Inc.

Second Quarter 2010

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of June 30, 2010


Construction Properties	Initial Occupancy	Estimated Stabilization Date	Location	# of Buildings	Square feet	Investment to Date (2)		Estimated Total Investment (2)		Total Construction Loan (2)		Amount Drawn at June 30, 2010		Estimated Future Equity Requirement			Percentage Leased (3)
Atlantic Wharf (4)	Q1 2011	Q1 2012	Boston, MA	2	860,000	$	469,803,729	$	600,000,000	$	215,000,000		—	$	(84,803,729	)(5)	58	%(6)
2200 Pennsylvania Avenue (7)	Q2 2011	Q2 2012	Washington, DC	2	780,000		160,368,356		380,000,000		—		—		219,631,644		50	%(8)

Total Properties under Construction				4	1,640,000	$	630,172,085	$	980,000,000	$	215,000,000	$	—	$	134,827,915		55	%(6)(8)

PROJECTS PLACED-IN-SERVICE DURING 2010


	Initial In Service Date	Estimated Stabilization Date	Location	# of Buildings	Square feet	Investment to Date (2)		Estimated Total Investment (2)			Debt		Drawn at June 30, 2010		Estimated Future Equity Requirement		Percentage Leased
Weston Corporate Center	Q2 2010	Q2 2010	Weston, MA	1	356,367	$	124,192,748	$	129,000,000	(9)	$	—	$	—	$	4,807,252	100	%

Total Projects Placed in Service				1	356,367	$	124,192,748	$	129,000,000		$	—		—	$	4,807,252	100	%

IN-SERVICE PROPERTIES HELD FOR RE-DEVELOPMENT


	Sub Market	Number of Buildings	Square Feet	Leased %		Annualized Revenue Per Leased SF (10)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)	Estimated Future SF (11)



103 Fourth Avenue	Route 128 Mass Turnpike MA	1	62,476	58.5	%	$	24.29	N	S	265,000
Waltham Office Center	Route 128 Mass Turnpike MA	1	67,005	36.0	%		16.35	N	S	414,000	(12)
6601 Springfield Center Drive	Fairfax County VA	1	26,388	100.0	%		11.13	N	S	386,000	(12)
North First Business Park	San Jose, CA	5	190,636	75.8	%		16.77	N	S	683,000
635 Massachusetts Avenue	CBD Washington DC	1	211,000	100.0	%		28.31	N	CBD	450,000
500 North Capitol (30% ownership)	CBD Washington DC	1	175,698	100.0	%		43.03	Y	CBD	181,000

Total Properties held for Re-Development		10	733,203	84.3	%	$	28.36			2,379,000

(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)	Includes net revenue during lease up period.

(3)	Represents percentage leased as of July 27, 2010.

(4)	Project includes 70,000 square feet of residential space for rent and 24,000 square feet of retail space.

(5)	The Company has not drawn from the construction loan to date, but reserves the right to do so in the future.

(6)	Percentage leased excludes 70,000 square feet of residential space.

(7)	Project includes 280,000 square feet of residential space and 77,000 square feet of retail space and is subject to a ground lease expiring in 2068.

(8)	Percentage leased excludes 280,000 square feet of residential space.

(9)	Estimated total investment reduced from $150 million to $129 million due to savings in project costs.

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

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

(12)	Total estimated square footage represents the entire site including the buildings reclassified to Land in Q1, 2010.

Boston Properties, Inc.

Second Quarter 2010

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of June 30, 2010


Location	Acreage	Approximate Developable Square Feet
San Jose, CA (1) (2)	44.0	2,600,000
Waltham, MA (1)	25.4	1,150,000
New York, NY (3)	1.0	1,000,000
Reston, VA (4)	33.8	910,000
Gaithersburg, MD	27.0	850,000
Springfield, VA (1)	17.8	800,000
Dulles, VA	76.6	760,000
Rockville, MD	58.1	759,000
Washington, DC (1)(5)	1.7	631,000
Boston, MA (6)	1.0	450,000
Marlborough, MA	50.0	400,000
Annapolis, MD (50% ownership)	20.0	300,000
Cambridge, MA	1.1	170,000
Andover, MA	10.0	110,000
New York, NY (50% ownership) (7)	0.2	TBD

	367.7	10,890,000

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of June 30, 2010


Location	Acreage	Approximate Developable Square Feet
Princeton, NJ (8)	143.1	1,780,000
Cambridge, MA (9)	—	200,000

	143.1	1,980,000

(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 November 30, 2009, we completed the construction of foundations and steel/deck to grade at 250 West 55th Street, to facilitate a restart of construction in the future.

(4)	Excludes 340,000 developable square feet related to the July 1, 2010 acquisition of land in Reston Town Center which is permitted for residential and retail use.

(5)	On April 1, 2010, the Company jointly acquired 500 North Capitol with 181,000 developable square feet.

(6)	Excludes 250,000 developable square feet of which the Company has executed an agreement to ground lease with a Residential developer.

(7)	The venture owns five lots with air rights and developable square footage remains to be determined.

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

(9)	The Company has the option to purchase 200,000 square feet of residential rights.

Boston Properties, Inc.

Second Quarter 2010

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) attributable to Boston Properties, Inc. (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 attributable to Boston Properties, Inc. (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 attributable to Boston Properties, Inc. 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, losses from early extinguishments of debt, impairments, ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment, non-cash stock-based compensation expense, 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 (included in the period in which the lease commences); and (4) subtracting the gain from suspension of development, non-cash termination income and non-cash income from the termination of a management agreement. 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. The calculation of total consolidated market capitalization does not include OPP Units because, unlike other LTIP Units, they are not earned until certain thresholds are achieved. 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. The calculation of total combined market capitalization does not include OPP Units because, unlike other LTIP Units, they are not earned until certain thresholds are achieved.

We present this ratio because, following our acquisitions of the General Motors Building, Two Grand Central Tower, 125 West 55th Street and 540 Madison Avenue through unconsolidated joint ventures in June and August 2008, our share of unconsolidated joint venture debt increased significantly compared to prior periods when the amount of assets held through unconsolidated joint ventures was significantly smaller. In light of the difference between our total consolidated debt and our total combined debt, we believe that presenting our total combined debt to total combined market capitalization as well may provide investors with a more complete picture of our leverage. Investors should understand that our total combined debt to total combined market capitalization ratio is in part a function of the market price of the common stock of the Company, and as such will fluctuate with changes in such price and does not necessarily reflect our capacity to incur additional debt to finance our activities or our ability to manage our existing debt obligations. The total combined debt to total combined market capitalization ratio should be evaluated along with the ratio of indebtedness to other measures of asset value used by financial analysts and other financial ratios, as well as the various components of our outstanding indebtedness.

Boston Properties, Inc.

Second Quarter 2010

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 income attributable to noncontrolling interests, corporate general and administrative expense, depreciation and amortization, interest expense, losses from early extinguishments of debt and losses (gains) from investments in securities, less interest income, development and management services income, gain from suspension of development, gains from property dispositions, 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

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. In-service properties include properties held by our unconsolidated joint ventures (other than the Value-Added Fund).

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

SECOND QUARTER 2010 RESULTS

Reports diluted FFO per share of $1.12 Reports diluted EPS of $0.44

BOSTON, MA, July 27, 2010 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the second quarter ended June 30, 2010.

Funds from Operations (FFO) for the quarter ended June 30, 2010 were $156.9 million, or $1.13 per share basic and $1.12 per share diluted. This compares to FFO for the quarter ended June 30, 2009 of $166.7 million, or $1.33 per share basic and $1.32 per share diluted. FFO for the quarter ended June 30, 2010 includes $0.08 per share on a diluted basis related to the recognition of non-cash deferred management fees associated with the termination of a third-party property management and leasing agreement at 280 Park Avenue in New York City. FFO for the quarter ended June 30, 2009 includes (1) $0.10 per share on a diluted basis related to lease termination income and (2) a non-cash impairment charge of $0.05 per share on a diluted basis related to the Company’s investment in its Value-Added Fund, specifically its Mountain View, CA and San Carlos, CA properties. The weighted average number of basic and diluted shares outstanding totaled 139,112,505 and 141,286,371, respectively, for the quarter ended June 30, 2010 and 125,266,846 and 127,080,589, respectively, for the quarter ended June 30, 2009.

Net income available to common shareholders was $61.4 million for the quarter ended June 30, 2010, compared to $67.2 million for the quarter ended June 30, 2009. Net income available to common shareholders per share (EPS) for the quarter ended June 30, 2010 was $0.44 basic and $0.44 on a diluted basis. This compares to EPS for the second quarter of 2009 of $0.54 basic and $0.53 on a diluted basis.

The reported results are unaudited and there can be no assurance that the results will not vary from the final information for the quarter ended June 30, 2010. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of June 30, 2010, the Company’s portfolio consisted of 144 properties, comprised primarily of Class A office space, one hotel, two residential properties and three retail properties, aggregating approximately 37.8 million square feet, including four properties under construction totaling 1.6 million square feet. In addition, the Company has structured parking for vehicles containing approximately 12.8 million square feet. The overall percentage of leased space for the 139 properties in service as of June 30, 2010 was 93.0%.

Significant events during the second quarter included:

•

On April 1, 2010, the Company acquired a 30% interest in a joint venture entity that owns 500 North Capitol Street, NW located in Washington, DC. 500 North Capitol Street is an approximately 176,000 net rentable square foot office property which is fully-leased to a single tenant through March 2011. On April 1, 2010, the unconsolidated joint venture entity refinanced at maturity the mortgage loan collateralized by the property totaling approximately $26.8 million. The new mortgage loan totaling $22.0 million bears interest at a variable rate equal to the greater of (1) the prime rate, as defined in the loan agreement, or (2) 5.75% per annum. The loan currently bears interest at 5.75% per annum and matures on March 31, 2013. The Company’s investment in the unconsolidated joint venture totaling approximately $1.9 million was financed with cash contributions to the venture totaling approximately $1.4 million and the issuance to the seller of 5,906 common units of limited partnership interest in the Company’s Operating Partnership. The unconsolidated joint venture currently expects that it will remove the property from service and redevelop the property following the expiration of the lease in March 2011.

•

On April 9, 2010, an unconsolidated joint venture in which the Company has a 60% interest refinanced its mortgage loan collateralized by Two Grand Central Tower located in New York City. The previous mortgage loan totaling $190.0 million bore interest at a fixed rate of 5.10% per annum and was scheduled to mature on July 11, 2010. The new mortgage loan totaling $180.0 million bears interest at a fixed rate of 6.00% per annum and matures on April 10, 2015. In connection with the refinancing, the joint venture repaid $10.0 million of the previous mortgage loan utilizing cash contributions from the joint venture’s partners on a pro rata basis.

•

On April 16, 2010, an unconsolidated joint venture in which the Company has a 51% interest refinanced its mortgage loan collateralized by Metropolitan Square located in Washington, DC. The previous mortgage loan totaling approximately $123.6 million bore interest at a fixed rate of 8.23% per annum and was scheduled to mature on May 1, 2010. The new mortgage loan totaling $175.0 million bears interest at a fixed rate of 5.75% per annum and matures on May 5, 2020.

•

On April 19, 2010, the Company’s Operating Partnership completed a public offering of $700.0 million in aggregate principal amount of its 5.625% senior notes due 2020. The notes were priced at 99.891% of the principal amount to yield 5.708% to maturity. The aggregate net proceeds to the Operating Partnership, after deducting underwriter discounts and offering expenses, were approximately $693.5 million. The notes mature on November 15, 2020, unless earlier redeemed. On April 7, 2010, in connection with the offering, the Company entered into two treasury lock agreements to fix the 10-year treasury

rate at 3.873% per annum on notional amounts aggregating $350.0 million. The Company subsequently cash-settled the treasury lock agreements and received approximately $0.4 million, which amount will be recognized as a reduction to the Company’s interest expense over the term of the notes.

•

On April 21, 2010, the Company announced that it had established an “at the market” (ATM) stock offering program through which it may sell from time to time up to an aggregate of $400 million of its common stock through sales agents over a three-year period.

•

On May 5, 2010, the Company satisfied the requirements of its master lease agreement related to the 2006 sale of 280 Park Avenue in New York City, resulting in the recognition of the remaining deferred gain on sale of real estate totaling approximately $1.0 million. Following the satisfaction of the master lease agreement, the property management and leasing agreement entered into with the buyer at the time of the sale was terminated, resulting in the recognition of deferred management fees totaling approximately $12.2 million.

•

On May 11, 2010, the Company’s Operating Partnership exercised its option to extend the maturity date under its $1.0 billion unsecured revolving credit facility to August 3, 2011. The extension will become effective on August 3, 2010 provided that the Company’s Operating Partnership is not then in default under the facility.

•

On June 1, 2010, the Company placed in-service Weston Corporate Center, an approximately 356,000 net rentable square foot Class A office property located in Weston, Massachusetts. The property is 100% leased.

•

On June 15, 2010, the Company used available cash to repay the mortgage loan collateralized by its Eight Cambridge Center property located in Cambridge, Massachusetts totaling approximately $22.6 million. The mortgage loan bore interest at a fixed rate of 7.73% per annum and was scheduled to mature on July 15, 2010. There was no prepayment penalty.

•

On June 15, 2010, an unconsolidated joint venture in which the Company has a 50% interest repaid the mortgage loan collateralized by land parcels at its site at Eighth Avenue and 46th Street in New York City utilizing cash contributions from the joint venture’s partners on a pro rata basis. In addition, the unconsolidated joint venture completed an exchange of land parcels with a third party and received land parcels and development rights valued at approximately $7.0 million in exchange for a land parcel valued at approximately $5.4 million and cash of approximately $1.6 million.

•

During the second quarter of 2010, the Company’s Operating Partnership repurchased approximately $132.8 million aggregate principal amount of its 2.875% exchangeable senior notes due 2037, which the holders may require the Operating Partnership to repurchase in February 2012, for approximately $132.5 million. The repurchased notes had an aggregate carrying value of approximately $126.4 million, resulting in the recognition of a non-cash loss on extinguishment of approximately $6.1 million.

Transactions completed subsequent to June 30, 2010:

•

On July 1, 2010, the Company used available cash to repay the mortgage loan collateralized by its 202, 206 & 214 Carnegie Center properties located in Princeton, New Jersey totaling approximately $55.8 million. The mortgage loan bore interest at a fixed rate of 8.13% per annum and was scheduled to mature on October 1, 2010. There was no prepayment penalty.

•

On July 1, 2010, the Company acquired the mortgage loan collateralized by a land parcel located in Reston, Virginia for approximately $20.3 million. In connection with the acquisition of the loan, the Company entered into a forbearance agreement pursuant to which it obtained the fee interest in the land by deed in lieu of foreclosure.

•

On July 23, 2010, an unconsolidated joint venture in which the Company has a 60% interest modified its mortgage loan collateralized by 125 West 55th Street located in New York City. The mortgage loan totaling $207.0 million bears interest at a fixed rate of 6.09% per annum and was scheduled to mature on March 10, 2015. The modification extended the maturity date of the loan to March 10, 2020. All other terms of the mortgage loan remain unchanged.

EPS and FFO per Share Guidance:

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


	Third Quarter 2010					Full Year 2010
	Low - High					Low - High
Projected EPS (diluted)	$	0.33	-	$	0.35	$	1.51	-	$	1.56

Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.68	-		0.68		2.75	-		2.75

Less:
Projected Company Share of Gains on Sales of Real Estate		0.00	-		0.00		0.02	-		0.02

Projected FFO per Share (diluted)	$	1.01	-	$	1.03	$	4.24	-	$	4.29

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. 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, possible capital markets activity or possible future impairment charges. EPS estimates may be subject to fluctuations as a result of several factors, including changes in the recognition of depreciation and amortization expense and any gains or losses associated with disposition activity. The Company is not able to assess at this time the potential impact of these factors on projected EPS. By definition, FFO does not include real estate-related depreciation and amortization or gains or losses associated with disposition activities. There can be no assurance that the Company’s actual results will not differ materially from the estimates set forth above.

Boston Properties will host a conference call on Wednesday, July 28, 2010 at 10:00 AM Eastern Time, open to the general public, to discuss the second quarter 2010 results, the 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 87005850. A replay of the conference call will be available through August 11, 2010, by dialing (800) 642-1687 (Domestic) or (706) 645-9291 (International) and entering the passcode 87005850. There will also be a live audio webcast of the call which may be accessed on the Company’s website at www.bostonproperties.com in the Investor Relations section. Shortly after the call a replay of the webcast will be available in the Investor Relations section of the Company’s website and archived for up to twelve months following the call.

Additionally, a copy of Boston Properties’ second quarter 2010 “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 space, one hotel, two residential properties and three retail properties. 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, DC, San Francisco and Princeton, NJ.

This press release contains forward-looking statements within the meaning of the Federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects” and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond Boston Properties’ control and could materially affect actual results, performance or achievements. These factors include, without limitation, the ability to enter into new leases or renew leases on favorable terms, dependence on tenants’ financial condition, the uncertainties of real estate development, acquisition and disposition activity, the ability to effectively integrate acquisitions, the costs and availability of financing, the effectiveness of our interest rate hedging contracts, the ability of our joint venture partners to satisfy their obligations, the effects of local economic and market conditions, the effects of acquisitions, dispositions and possible impairment charges on our operating results, the impact of newly adopted accounting principles on the Company’s accounting policies and on period-to-period comparisons of financial results, regulatory changes and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. Boston Properties does not undertake a duty to update or revise any forward-looking statement, including its guidance for the third quarter and full fiscal year 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						Six months ended
	June 30,						June 30,
	2010			2009			2010			2009
	(in thousands, except for per share amounts)
	(unaudited)
Revenue
Rental:
Base rent	$	305,823		$	304,864		$	608,206		$	598,381
Recoveries from tenants		44,340			49,821			89,884			102,229
Parking and other		16,423			18,416			31,720			35,357

Total rental revenue		366,586			373,101			729,810			735,967
Hotel revenue		8,371			7,396			14,274			13,458
Development and management services		18,884			8,551			27,828			16,847
Interest and other		2,117			442			3,827			762

Total revenue		395,958			389,490			775,739			767,034

Expenses
Operating:
Rental		123,284			124,730			248,269			248,591
Hotel		6,089			5,359			11,357			10,831
General and administrative		17,648			18,532			44,470			35,952
Interest		96,755			78,633			188,784			157,563
Depreciation and amortization		81,400			87,005			164,475			164,375
Loss (gain) from suspension of development		—			—			(7,200	)		27,766
Losses from early extinguishments of debt		6,051			494			8,221			494
Losses (gains) from investments in securities		678			(1,194	)		478			(607	)

Total expenses		331,905			313,559			658,854			644,965

Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income attributable to noncontrolling interests		64,053			75,931			116,885			122,069
Income (loss) from unconsolidated joint ventures		7,465			(351	)		15,375			4,746
Gains on sales of real estate		969			4,493			2,734			7,288

Net income		72,487			80,073			134,994			134,103
Net income attributable to noncontrolling interests:
Noncontrolling interests in property partnerships		(864	)		(691	)		(1,668	)		(1,201	)
Noncontrolling interest—common units of the Operating Partnership		(9,250	)		(10,629	)		(17,114	)		(18,091	)
Noncontrolling interest in gains on sales of real estate—common units of the Operating Partnership		(125	)		(629	)		(352	)		(1,032	)
Noncontrolling interest—redeemable preferred units of the Operating Partnership		(836	)		(972	)		(1,728	)		(1,962	)

Net income attributable to Boston Properties, Inc.	$	61,412		$	67,152		$	114,132		$	111,817


Basic earnings per common share attributable to Boston Properties, Inc.:
Net income	$	0.44		$	0.54		$	0.82		$	0.91

Weighted average number of common shares outstanding		139,113			125,267			139,022			123,272


Diluted earnings per common share attributable to Boston Properties, Inc.:
Net income	$	0.44		$	0.53		$	0.82		$	0.91

Weighted average number of common and common equivalent shares outstanding		139,826			125,620			139,712			123,554

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


	June 30, 2010			December 31, 2009
	(in thousands, except for share amounts)
	(unaudited)
ASSETS
Real estate	$	9,984,329		$	9,817,388
Construction in progress		632,731			563,645
Land held for future development		732,006			718,525
Less: accumulated depreciation		(2,173,300	)		(2,033,677	)

Total real estate		9,175,766			9,065,881
Cash and cash equivalents		1,703,448			1,448,933
Cash held in escrows		25,382			21,867
Investments in securities		7,026			9,946
Tenant and other receivables, net of allowance for doubtful accounts of $2,097 and $4,125, respectively		98,602			93,240
Related party note receivable		270,000			270,000
Accrued rental income, net of allowance of $1,983 and $2,645, respectively		401,054			363,121
Deferred charges, net		289,388			294,395
Prepaid expenses and other assets		22,385			17,684
Investments in unconsolidated joint ventures		794,650			763,636

Total assets	$	12,787,701		$	12,348,703

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	2,608,577		$	2,643,301
Unsecured senior notes, net of discount		2,871,909			2,172,389
Unsecured exchangeable senior notes, net of discount		1,748,814			1,904,081
Unsecured line of credit		—			—
Accounts payable and accrued expenses		177,000			220,089
Dividends and distributions payable		80,865			80,536
Accrued interest payable		80,521			76,058
Other liabilities		95,423			127,538

Total liabilities		7,663,109			7,223,992

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, 139,352,299 and 138,958,910 shares
issued and 139,273,399 and 138,880,010 shares outstanding in 2010 and 2009, respectively		1,393			1,389
Additional paid-in capital		4,394,435			4,373,679
Earnings in excess of dividends		70,426			95,433
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(20,155	)		(21,777	)

Total stockholders' equity attributable to Boston Properties, Inc.		4,443,377			4,446,002
Noncontrolling interests:
Common units of the Operating Partnership		619,224			617,386
Property partnerships		6,339			5,671

Total equity		5,068,940			5,069,059

Total liabilities and equity	$	12,787,701		$	12,348,703

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)


	Three months ended June 30,						Six months ended June 30,
	2010			2009			2010			2009
	(in thousands, except for per share amounts)
	(unaudited)
Net income attributable to Boston Properties, Inc.	$	61,412		$	67,152		$	114,132		$	111,817
Add:
Noncontrolling interest—redeemable preferred units of the Operating Partnership		836			972			1,728			1,962
Noncontrolling interest in gains on sales of real estate—common units of the Operating Partnership		125			629			352			1,032
Noncontrolling interest—common units of the Operating Partnership		9,250			10,629			17,114			18,091
Noncontrolling interests in property partnerships		864			691			1,668			1,201
Less:
Gains on sales of real estate		969			4,493			2,734			7,288
Income (loss) from unconsolidated joint ventures		7,465			(351	)		15,375			4,746

Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income attributable to noncontrolling interests		64,053			75,931			116,885			122,069

Add:
Real estate depreciation and amortization (2)		111,055			120,359			224,673			228,590
Income (loss) from unconsolidated joint ventures		7,465			(351	)		15,375			4,746
Less:
Noncontrolling interests in property partnerships' share of funds from operations		1,697			1,199			3,452			2,259
Noncontrolling interest—redeemable preferred units of the Operating Partnership		836			972			1,728			1,962

Funds from operations (FFO) attributable to the Operating Partnership		180,040			193,768			351,753			351,184

Less:
Noncontrolling interest—common units of the Operating Partnership's share of funds from operations		23,170			27,100			45,288			49,722

Funds from operations attributable to Boston Properties, Inc.	$	156,870		$	166,668		$	306,465		$	301,462

Our percentage share of funds from operations—basic		87.13	%		86.01	%		87.13	%		85.84	%

Weighted average shares outstanding—basic		139,113			125,267			139,022			123,272

FFO per share basic	$	1.13		$	1.33		$	2.20		$	2.45

Weighted average shares outstanding—diluted		141,287			127,081			141,173			125,016

FFO per share diluted	$	1.12		$	1.32		$	2.19		$	2.43

(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 attributable to Boston Properties, Inc. (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 attributable to Boston Properties, Inc. 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 $81,400, $87,005, $164,475 and $164,375, our share of unconsolidated joint venture real estate depreciation and amortization of $30,124, $33,798, $61,137 and $65,174, less corporate-related depreciation and amortization of $469, $444, $939 and $959 for the three months and six months ended June 30, 2010 and 2009, respectively.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	June 30, 2010		December 31, 2009
Greater Boston	88.4	%	89.6	%
Greater Washington, DC	97.2	%	95.5	%
Midtown Manhattan	97.1	%	95.4	%
Princeton/East Brunswick, NJ	81.8	%	81.7	%
Greater San Francisco	91.3	%	91.1	%

Total Portfolio	93.0	%	92.4	%


	% Leased by Type
	June 30, 2010		December 31, 2009
Class A Office Portfolio	93.4	%	92.8	%
Office/Technical Portfolio	84.6	%	83.4	%

Total Portfolio	93.0	%	92.4	%