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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): August 1, 2011

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 August 1, 2011, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter of 2011. 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, 2011.

*99.2		Press release dated August 1, 2011.

*	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: August 1, 2011	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, 2011.

*99.2		Press release dated August 1, 2011.

*	Filed herewith.

Supplemental Operating and Financial Data

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended June 30, 2011

Boston Properties, Inc.

Second Quarter 2011

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 and Residential 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		49-51

This supplemental package contains forward-looking statements within the meaning of the Federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects,” and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond Boston Properties’ control and could materially affect actual results, performance or achievements. These factors include, without limitation, the ability to enter into new leases or renew leases on favorable terms, dependence on tenants’ financial condition, the uncertainties of real estate development, acquisition and disposition activity, the ability to effectively integrate acquisitions, the ability of our joint venture partners to satisfy their obligations, the costs and availability of financing, the effectiveness of our 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 2011

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 seventeen 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, Chief Operating Officer; Raymond A. Ritchey, Executive Vice President, National Director of Acquisitions and Development; and Michael E. LaBelle, Senior Vice President, 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 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, 2011)


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)		152
Total Square Feet (includes unconsolidated joint ventures, other than the Value- Added Fund, and structured parking)		56.8 million
Common Shares and Units Outstanding (as converted, but excluding outperformance plan units)		167.3 million
Dividend - Quarter/Annualized		$0.50/$2.00
Dividend Yield		1.88%
Total Combined Market Capitalization		$27.2 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A- (S&P)

Boston Properties, Inc.

Second Quarter 2011

INVESTOR INFORMATION


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

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

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

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

Carol B. Einiger Director	David A. Twardock Director, Chair of Compensation Committee	Bryan J. Koop Senior Vice President and Regional Manager of Boston	Arthur S. Flashman Vice President, Controller

		Mitchell S. Landis Senior Vice President and Regional Manager of Princeton

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

Common Stock Data (NYSE: BXP)

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


	Q2 2011			Q1 2011			Q4 2010			Q3 2010			Q2 2010
High Closing Price	$	108.35		$	95.92		$	90.73		$	88.88		$	83.39
Low Closing Price	$	93.91		$	84.66		$	81.56		$	69.08		$	71.34
Average Closing Price	$	102.20		$	92.04		$	85.68		$	81.80		$	77.51
Closing Price, at the end of the quarter	$	106.16		$	94.85		$	86.10		$	83.12		$	71.34
Dividends per share - annualized	$	2.00		$	2.00		$	2.00		$	2.00		$	2.00
Closing dividend yield - annualized		1.88	%		2.11	%		2.32	%		2.41	%		2.80	%
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding outperformance plan units) (thousands) (1)		167,281			166,567			162,555			162,534			162,086
Closing market value of outstanding shares and units (thousands)	$	17,758,551		$	15,798,880		$	13,995,986		$	13,509,826		$	11,563,216

(1)

For additional detail, see page 12.

Timing

Quarterly results for the remainder of 2011 will be announced according to the following schedule:


Third Quarter		Tentatively October 25, 2011
Fourth Quarter		Tentatively January 31, 2012

Boston Properties, Inc.

Second Quarter 2011

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage	Rating Agencies

John Eade Argus Research Company 212.427.7500	Steve Sakwa /George Auerbach ISI Group 212.446.9462 / 212.446.9459	Tom Truxillo Bank of America Merrill Lynch 980.386.5212	Janice Svec Fitch Ratings 212.908.0304

Jeffrey Spector / Jamie Feldman Bank of America Merrill Lynch 212.449.6329 / 212.449.6339	Steve Benyik Jefferies & Co. 212.707.6348	Thomas Cook Citi Investment Research 212.723.1112	Karen Nickerson Moody’s Investors Service 212.553.4924

Ross Smotrich / Michael Lewis Barclays Capital 212.526.2306 / 212.526.3098	Mitch Germain JMP Securities 212.906.3546	John Giordano Credit Suisse Securities 212.538.4935	James Fielding Standard & Poor’s 212.438.2452

Michael Bilerman / Joshua Attie Citigroup Global Markets 212.816.1383 / 212.816.1685	Anthony Paolone / Joseph Dazio J.P. Morgan Securities 212.622.6682 / 212.622.6416	Mark Streeter J.P. Morgan Securities 212.834.5086

James Sullivan / Stephen Boyd Cowen and Company 646.562.1380 / 646.562.1382	Sheila McGrath / Kristin Brown Keefe, Bruyette & Woods 212.887.7793 / 212.887.7738	Thierry Perrein / Jason Jones Wells Fargo 704.715.8455 / 704.715.7932

Andrew Rosivach / Suzanne Kim Credit Suisse 415.249.7942 / 415.249.7943	Jordan Sadler / Craig Mailman KeyBanc Capital Markets 917.368.2280 / 917.368.2316

John Perry / Vin Chao Deutsche Bank Securities 212.250.4912 / 212.250.6799	Robert Stevenson Macquarie Research 212.857.6168

Sri Nagarajan / Evan Smith FBR Capital Markets 646.885.5429 / 646.885.5431	David Rodgers / Mike Carroll RBC Capital Markets 440.715.2647 / 440.715.2649

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

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

Michael Knott / Lukas Hartwich Green Street Advisors 949.640.8780 / 949.640.8780	Ross Nussbaum UBS Securities 212.713.2484

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 2011

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 49-51.


	Three Months Ended
	30-Jun-11			31-Mar-11			31-Dec-10			30-Sep-10			30-Jun-10
Selected Items:

Revenue	$	436,451		$	417,875		$	392,482		$	386,410		$	393,841
Straight-line rent (1)	$	24,571		$	21,073		$	20,082		$	22,861		$	27,038
Fair value lease revenue (1) (2)	$	20,537		$	20,761		$	18,875		$	19,368		$	19,748
Revenue from residential units	$	221		$	—		$	—		$	—		$	—
Company share of funds from operations from unconsolidated joint ventures	$	35,562		$	35,041		$	35,468		$	38,167		$	37,589
Lease termination fees (included in revenue) (1)	$	231		$	2,003		$	2,210		$	5,225		$	4,156
Ground rent expense (3)	$	2,405		$	982		$	615		$	614		$	609
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment	$	9,657		$	9,505		$	9,486		$	9,453		$	9,263
Capitalized interest	$	11,958		$	11,239		$	14,569		$	9,302		$	9,023
Capitalized wages	$	2,876		$	2,559		$	3,114		$	3,247		$	2,745
Operating Margins [(rental revenue - rental expense)/rental revenue] (4)		67.5	%		67.0	%		68.4	%		67.2	%		68.1	%
Losses from early extinguishments of debt (5)	$	—		$	—		$	81,662		$	—		$	6,051
Net income (loss) attributable to Boston Properties, Inc.	$	60,214		$	40,813		$	(12,903	)	$	57,668		$	61,412
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	181,569		$	159,980		$	89,878		$	150,847		$	156,870
FFO per share - diluted	$	1.23		$	1.12		$	0.64		$	1.07		$	1.12
Net income (loss) attributable to Boston Properties, Inc. per share - basic	$	0.41		$	0.29		$	(0.09	)	$	0.41		$	0.44
Net income (loss) attributable to Boston Properties, Inc. per share - diluted	$	0.41		$	0.29		$	(0.09	)	$	0.41		$	0.44
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) (6)	$	156,895		$	127,782		$	133,472		$	114,097		$	121,829

Ratios:

Interest Coverage Ratio (excluding capitalized interest) - cash basis (7)		3.16			2.90			3.06			2.77			2.73
Interest Coverage Ratio (including capitalized interest) - cash basis (7)		2.77			2.57			2.59			2.50			2.47
FFO Payout Ratio		40.65	%		44.64	%		78.13	%		46.73	%		44.64	%
FAD Payout Ratio		52.84	%		64.65	%		60.39	%		70.63	%		65.97	%

	30-Jun-11			31-Mar-11			31-Dec-10			30-Sep-10			30-Jun-10
Capitalization:

Common Stock Price @ Quarter End	$	106.16		$	94.85		$	86.10		$	83.12		$	71.34
Equity Value @ Quarter End	$	17,758,551		$	15,798,880		$	13,995,986		$	13,509,826		$	11,563,216
Total Consolidated Debt	$	7,941,643		$	7,937,264		$	7,786,001		$	7,444,886		$	7,229,300
Total Consolidated Market Capitalization	$	25,700,194		$	23,736,144		$	21,781,987		$	20,954,712		$	18,792,516
Total Consolidated Debt/Total Consolidated Market Capitalization (8)		30.90	%		33.44	%		35.75	%		35.53	%		38.47	%

BXP’s Share of Joint Venture Debt	$	1,534,029		$	1,542,952		$	1,543,960		$	1,558,597		$	1,535,198
Total Combined Debt	$	9,475,672		$	9,480,216		$	9,329,961		$	9,003,483		$	8,764,498
Total Combined Market Capitalization (9)	$	27,234,223		$	25,279,096		$	23,325,947		$	22,513,309		$	20,327,714
Total Combined Debt/Total Combined Market Capitalization (9) (10)		34.79	%		37.50	%		40.00	%		39.99	%		43.12	%

(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)	Includes non-cash straight-line adjustment to ground rent. See page 11 for the straight-line adjustment to the ground rent expense.

(4)

Rental Expense consists of operating expenses, real estate taxes and ground rent expense. Amounts are exclusive of the gross up of reimbursable electricity and other amounts totaling $12,859, $9,704, $10,404, $9,211 and $9,311 for the three months ended June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010, respectively.

(5)

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 early extinguishment of debt of approximately $6.1 million. During the three months ended December 31, 2010, the Company’s Operating Partnership repurchased $50.0 million aggregate principal amount of its 2.875% exchangeable senior notes due 2037 for approximately $51.1 million. The repurchased notes had an aggregate carrying value of approximately $48.4 million, resulting in the recognition of a loss on early extinguishment of debt of approximately $2.3 million. During the three months ended December 31, 2010, the Company’s Operating Partnership redeemed $700.0 million aggregate principal amount of its 6.25% senior notes due 2013 for approximately $793.1 million, including accrued interest of approximately $17.9 million, resulting in the recognition of a loss on early extinguishment of debt of approximately $79.3 million.

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

(7)	For additional detail, see page 11.

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

(9)	For additional detail, see page 12.

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

Boston Properties, Inc.

Second Quarter 2011

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	30-Jun-11			31-Mar-11			31-Dec-10			30-Sep-10			30-Jun-10
ASSETS
Real estate	$	11,786,353		$	11,567,294		$	10,933,977		$	10,015,347		$	9,984,329
Development in progress		982,318			681,342			1,073,402			1,003,508			632,731
Land held for future development		284,115			759,786			757,556			754,120			732,006
Less accumulated depreciation		(2,468,165	)		(2,411,378	)		(2,323,818	)		(2,243,265	)		(2,173,300	)

Total real estate		10,584,621			10,597,044			10,441,117			9,529,710			9,175,766
Cash and cash equivalents		780,584			747,305			478,948			1,270,074			1,703,448
Cash held in escrows (1)		302,439			305,692			308,031			300,771			25,382
Marketable securities		9,975			9,800			8,732			7,911			7,026
Tenant and other receivables, net		44,470			54,740			60,813			50,722			42,775
Notes receivable (2)		276,375			270,000			270,000			270,000			270,000
Interest receivable from related party note receivable		79,884			75,280			69,005			62,933			55,827
Accrued rental income, net		491,878			463,117			442,683			421,008			401,054
Deferred charges, net		449,014			449,076			436,019			300,882			289,388
Prepaid expenses and other assets		92,470			100,897			65,663			42,391			22,385
Investments in unconsolidated joint ventures		772,502			762,522			767,252			792,434			794,650

Total assets	$	13,884,212		$	13,835,473		$	13,348,263		$	13,048,836		$	12,787,701


LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable (1) (3)	$	3,181,469		$	3,188,025		$	3,047,586		$	2,813,338		$	2,608,577
Unsecured senior notes, net of discount		3,016,837			3,016,743			3,016,598			2,872,058			2,871,909
Unsecured exchangeable senior notes, net of discount		1,743,337			1,732,496			1,721,817			1,759,490			1,748,814
Unsecured line of credit (3)		—			—			—			—			—
Accounts payable and accrued expenses		173,257			171,617			186,059			199,534			177,000
Dividends and distributions payable		83,369			83,019			81,031			81,068			80,865
Accrued interest payable		62,046			88,070			62,327			84,689			80,521
Other liabilities		231,702			210,392			213,000			104,914			95,423

Total liabilities		8,492,017			8,490,362			8,328,418			7,915,091			7,663,109


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, 146,387,021, 145,058,429, 140,199,105, 140,058,421 and 139,273,399 outstanding, respectively		1,464			1,451			1,402			1,401			1,393
Additional paid-in capital		4,846,003			4,771,659			4,417,162			4,424,711			4,394,435
Earnings (dividends) in excess of dividends (earnings)		(69,537	)		(56,479	)		(24,763	)		58,051			70,426
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(17,294	)		(17,867	)		(18,436	)		(19,530	)		(20,155	)

Total stockholders’ equity attributable to Boston Properties, Inc.		4,757,914			4,696,042			4,372,643			4,461,911			4,443,377

Noncontrolling interests:
Common units of the Operating Partnership		579,211			594,002			592,164			609,454			619,224
Property partnerships		(582	)		(585	)		(614	)		6,728			6,339


Total equity		5,336,543			5,289,459			4,964,193			5,078,093			5,068,940



Total liabilities and equity	$	13,884,212		$	13,835,473		$	13,348,263		$	13,048,836		$	12,787,701

(1)

On September 24, 2010, in connection with the acquisition of 510 Madison Avenue in New York City, the Company caused the assignment of the existing mortgage to a new lender and subsequently increased the amount borrowed to $267.5 million. This amount is fully secured by cash deposits included within the caption “Cash held in escrows.”

(2)

The notes receivable consist of (1) a partner loan from the Company to the unconsolidated joint venture entity that owns the General Motors Building totaling $270.0 million and (2) a loan from Boston Properties Limited Partnership to the Company’s Value-Added Fund totaling $12.0 million, of which approximately $6.4 million has been advanced to date. The unconsolidated entities have corresponding notes payable to the Company, see pages 17 and 18.

(3)

On May 11, 2011, the Company refinanced at maturity the mortgage loan collateralized by its 601 Lexington Avenue property located in New York City totaling approximately $453.3 million utilizing the proceeds of a draw under its Unsecured Line of Credit, which borrowing was secured by a mortgage on the property and which amount is included in Mortgage Notes Payable.

Boston Properties, Inc.

Second Quarter 2011

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Jun-11			31-Mar-11			31-Dec-10			30-Sep-10			30-Jun-10
Revenue
Rental
Base Rent	$	348,474		$	339,535		$	312,899		$	310,459		$	305,823
Recoveries from tenants		48,874			45,896			45,189			45,646			44,340
Parking and other		21,101			19,068			16,920			15,850			16,423

Total rental revenue		418,449			404,499			375,008			371,955			366,586
Hotel revenue		8,904			5,948			10,510			8,016			8,371
Development and management services (1)		9,098			7,428			6,964			6,439			18,884

Total revenue		436,451			417,875			392,482			386,410			393,841


Expenses
Operating		82,981			79,208			70,807			71,100			68,039
Real estate taxes		61,894			60,763			54,577			56,941			55,245
Hotel operating		6,281			5,739			7,602			6,194			6,089
General and administrative (2) (3)		20,069			24,643			17,121			18,067			17,648
Acquisition costs (4)		13			72			721			1,893			—
Depreciation and amortization		111,080			109,428			92,763			81,133			81,400

Total expenses		282,318			279,853			243,591			235,328			228,421


Operating income		154,133			138,022			148,891			151,082			165,420
Other income (expense)
Income from unconsolidated joint ventures		8,882			7,976			9,834			11,565			7,465
Interest and other income		1,953			974			1,691			1,814			2,117
Gains (losses) from investments in securities (2)		6			373			682			731			(678	)
Interest expense (5) (6)		(95,236	)		(99,151	)		(92,192	)		(97,103	)		(96,755	)
Losses from early extinguishments of debt (7)		—			—			(81,662	)		—			(6,051	)

Income (loss) from continuing operations		69,738			48,194			(12,756	)		68,089			71,518
Gains on sales of real estate (1)		—			—			—						969

Net income (loss)		69,738			48,194			(12,756	)		68,089			72,487
Net income (loss) attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(503	)		(529	)		(907	)		(889	)		(864	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(842	)		(823	)		(795	)		(820	)		(836	)
Noncontrolling interest - common units of the Operating Partnership (8)		(8,179	)		(6,029	)		1,555			(8,712	)		(9,250	)
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership (8)		—			—			—			—			(125	)


Net income (loss) attributable to Boston Properties, Inc.	$	60,214		$	40,813		$	(12,903	)	$	57,668		$	61,412


INCOME (LOSS) PER SHARE OF COMMON STOCK (EPS)

Net income (loss) attributable to Boston Properties, Inc. per share - basic	$	0.41		$	0.29		$	(0.09	)	$	0.41		$	0.44

Net income (loss) attributable to Boston Properties, Inc. per share - diluted	$	0.41		$	0.29		$	(0.09	)	$	0.41		$	0.44

(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)

Gains (losses) from investments in securities includes $6, $373, $682, $731 and $(678) and general and administrative expense includes $(23), $(425), $(636), $(521) amd $675 for the three months ended June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010, respectively, related to the Company’s deferred compensation plan.

(3)

For the three months ended March 31, 2011, general and administrative expense includes approximately $4.3 million consisting of the acceleration of the remaining unrecognized compensation expense associated with the conclusion of the three-year measurement period of the Company’s 2008 OPP Awards. The 2008 OPP Awards were not earned and therefore the program was terminated.

(4)

Beginning January 1, 2009, the Company is required to expense costs incurred during the period that are associated with the acquisitions and pending acquisitions of real estate, such as legal, due diligence and other closing related costs, in accordance with ASC 805 “Business Combinations” (formerly known as SFAS No. 141(R)).

(5)	Interest expense is reported net of capitalized interest of $11,958, $11,239, $14,569, $9,302 and $9,023 for the three months ended June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010, respectively.

(6)	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.

(7)

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 early extinguishment of approximately $6.1 million. During the three months ended December 31, 2010, the Company’s Operating Partnership repurchased $50.0 million aggregate principal amount of its 2.875% exchangeable senior notes due 2037 for approximately $51.1 million. The repurchased notes had an aggregate carrying value of approximately $48.4 million, resulting in the recognition of a loss on early extinguishment of approximately $2.3 million. During the three months ended December 31, 2010, the Company’s Operating Partnership redeemed $700.0 million aggregate principal amount of its 6.25% senior notes due 2013 for approximately $793.1 million, including accrued interest of approximately $17.9 million, resulting in the recognition of a loss on early extinguishment of approximately $79.3 million.

(8)

Equals noncontrolling interest - common units of the Operating Partnership’s share of 11.61%, 12.33%, 12.54%, 12.73% and 12.87% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010, respectively.

Boston Properties, Inc.

Second Quarter 2011

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Jun-11		31-Mar-11		31-Dec-10			30-Sep-10		30-Jun-10

Net income (loss) attributable to Boston Properties, Inc.	$	60,214	$	40,813	$	(12,903	)	$	57,668	$	61,412
Add:
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership		—		—		—			—		125
Noncontrolling interest - common units of the Operating Partnership		8,179		6,029		(1,555	)		8,712		9,250
Noncontrolling interest - redeemable preferred units of the Operating Partnership		842		823		795			820		836
Noncontrolling interests in property partnerships		503		529		907			889		864
Less:
Gains on sales of real estate		—		—		—			—		969


Income (loss) from continuing operations		69,738		48,194		(12,756	)		68,089		71,518
Add:
Real estate depreciation and amortization (1)		137,495		136,104		118,573			107,300		111,055
Less:
Gain on sale of real estate included within income from unconsolidated joint ventures (2)		—		—		572			—		—
Noncontrolling interests in property partnerships’ share of funds from operations		966		993		1,686			1,724		1,697
Noncontrolling interest - redeemable preferred units of the Operating Partnership		842		823		795			820		836


Funds from operations (FFO) attributable to the Operating Partnership		205,425		182,482		102,764			172,845		180,040
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		23,856		22,502		12,886			21,998		23,170

FFO attributable to Boston Properties, Inc. (3)	$	181,569	$	159,980	$	89,878		$	150,847	$	156,870


FFO per share - basic	$	1.24	$	1.13	$	0.64		$	1.08	$	1.13

Weighted average shares outstanding - basic		145,864		142,095		140,105			139,595		139,113

FFO per share - diluted	$	1.23	$	1.12	$	0.64		$	1.07	$	1.12

Weighted average shares outstanding - diluted		148,156		143,965		142,059			141,654		141,287

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $111,080, $109,428, $92,763, $81,133 and $81,400, our share of unconsolidated joint venture real estate depreciation and amortization of $26,680, $27,065, $26,206, $26,602 and $30,124 less corporate related depreciation of $265, $389, $396, $435 and $469 for the three months ended June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010, respectively.

(2)

For the three months ended December 31, 2010, consists of the portion of income from unconsolidated joint ventures related to the gain on sale of real estate from the sale of the Company’s 5.00% equity interest in the unconsolidated joint venture entity that owns the retail portion of the Wisconsin Place mixed-use property for approximately $1.4 million of cash.

(3)	Based on weighted average basic shares for the quarter. The Company’s share for the quarter ended June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010 was 88.39%, 87.67%, 87.46%, 87.27% and 87.13%, respectively.

Boston Properties, Inc.

Second Quarter 2011

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	June 30, 2011				March 31, 2011				December 31, 2010				September 30, 2010				June 30, 2010
	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	$	205,425		165,029	$	182,482		162,082	$	102,764		160,191	$	172,845		159,952	$	180,040		159,660
Effect of Dilutive Securities
Convertible Preferred Units		842		1,461		823		1,461		795		1,461		820		1,461		836		1,461
Stock based compensation and exchangeable notes		—		831		—		409		—		493		—		598		—		713


Diluted FFO	$	206,267		167,321	$	183,305		163,952	$	103,559		162,145	$	173,665		162,011	$	180,876		161,834

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of diluted funds from operations		23,625		19,165		22,346		19,987		12,829		20,086		21,822		20,357		22,965		20,547


Company’s share of diluted FFO (1)	$	182,642		148,156	$	160,959		143,965	$	90,730		142,059	$	151,843		141,654	$	157,911		141,287


FFO per share - basic	$	1.24			$	1.13			$	0.64			$	1.08			$	1.13


FFO per share - diluted	$	1.23			$	1.12			$	0.64			$	1.07			$	1.12

(1)	Based on weighted average diluted shares for the quarter. The Company’s share for the quarter ended June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010 was 88.55%, 87.81%, 87.61%, 87.43% and 87.30%, respectively.

Boston Properties, Inc.

Second Quarter 2011

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	30-Jun-11			31-Mar-11			31-Dec-10			30-Sep-10			30-Jun-10
Basic FFO (see page 9)	$	205,425		$	182,482		$	102,764		$	172,845		$	180,040
2nd generation tenant improvements and leasing commissions		(16,639	)		(33,881	)		(23,095	)		(31,154	)		(26,451	)
Straight-line rent (1)		(24,571	)		(21,073	)		(20,082	)		(22,861	)		(27,038	)
Recurring capital expenditures		(2,785	)		(1,130	)		(7,878	)		(3,070	)		(1,996	)
Fair value interest adjustment (1)		(208	)		45			1,394			1,196			1,552
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment		9,657			9,505			9,486			9,453			9,263
Fair value lease revenue (1) (2)		(20,537	)		(20,761	)		(18,875	)		(19,368	)		(19,748	)
Hotel improvements, equipment upgrades and replacements		(1,478	)		(494	)		(1,542	)		(231	)		(182	)
Straight-line ground rent expense adjustment		682			—			—			—			—
Non real estate depreciation		265			389			396			435			469
Stock-based compensation (3)		5,909			11,856			6,127			6,380			6,334
Losses from early extinguishments of debt		—			—			81,662			—			6,051
Non-cash termination income (including fair value lease amounts)		—			—			—			—			(849	)
Non-cash income from termination of management agreement		—			—			—			—			(12,212	)
Partners’ share of joint venture 2nd generation tenant improvement and leasing commissions		1,175			844			3,115			472			6,596

Funds available for distribution to common shareholders and common unitholders (FAD)	$	156,895		$	127,782		$	133,472		$	114,097		$	121,829

Interest Coverage Ratios

(in thousands, except for ratio amounts)


	Three Months Ended
	30-Jun-11			31-Mar-11			31-Dec-10			30-Sep-10			30-Jun-10
*Excluding Capitalized Interest*
Income from continuing operations	$	69,738		$	48,194		$	(12,756	)	$	68,089		$	71,518
Interest expense		95,236			99,151			92,192			97,103			96,755
Depreciation and amortization expense		111,080			109,428			92,763			81,133			81,400
Depreciation and amortization expense from unconsolidated joint ventures		26,680			27,065			26,206			26,602			30,124
Losses from early extinguishments of debt		—			—			81,662			—			6,051
Non-cash termination income (including fair value lease amounts)		—			—			—			—			(849	)
Non-cash income from termination of management agreement		—			—			—			—			(12,212	)
Stock-based compensation		5,909			11,856			6,127			6,380			6,334
Straight-line ground rent expense adjustment		682			—			—			—			—
Straight-line rent (1)		(24,571	)		(21,073	)		(20,082	)		(22,861	)		(27,038	)
Fair value lease revenue (1) (2)		(20,537	)		(20,761	)		(18,875	)		(19,368	)		(19,748	)

Subtotal		264,217			253,860			247,237			237,078			232,335

Divided by:
Adjusted interest expense (4) (5)		83,495			87,598			80,855			85,504			85,145

Interest Coverage Ratio		3.16			2.90			3.06			2.77			2.73


*Including Capitalized Interest*
Income from continuing operations	$	69,738		$	48,194		$	(12,756	)	$	68,089		$	71,518
Interest expense		95,236			99,151			92,192			97,103			96,755
Depreciation and amortization expense		111,080			109,428			92,763			81,133			81,400
Depreciation and amortization expense from unconsolidated joint ventures		26,680			27,065			26,206			26,602			30,124
Losses from early extinguishments of debt		—			—			81,662			—			6,051
Non-cash termination income (including fair value lease amounts)		—			—			—			—			(849	)
Non-cash income from termination of management agreement		—			—			—			—			(12,212	)
Stock-based compensation		5,909			11,856			6,127			6,380			6,334
Straight-line ground rent expense adjustment		682			—			—			—			—
Straight-line rent (1)		(24,571	)		(21,073	)		(20,082	)		(22,861	)		(27,038	)
Fair value lease revenue (1) (2)		(20,537	)		(20,761	)		(18,875	)		(19,368	)		(19,748	)

Subtotal		264,217			253,860			247,237			237,078			232,335
Divided by:

Adjusted interest expense (4) (5) (6)		95,453			98,837			95,424			94,806			94,168

Interest Coverage Ratio		2.77			2.57			2.59			2.50			2.47

(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)

For the three months ended March 31, 2011, stock-based compensation includes approximately $4.3 million consisting of the acceleration of the remaining unrecognized compensation expense associated with the conclusion of the three-year measurement period of the Company’s 2008 OPP Awards. The 2008 OPP Awards were not earned and therefore the program was terminated.

(4)	Excludes the impact of the ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment of $9,657, $9,505, $9,486, $9,453 and $9,263 for the three months ended June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010, respectively.

(5)	Excludes amortization of financing costs of $2,084, $2,048, $1,851, $2,146 and $2,347 for the three months ended June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010, respectively.

(6)	Includes capitalized interest of $11,958, $11,239, $14,569, $9,302 and $9,023 for the three months ended June 30, 2011, March 31, 2011, December 31, 2010, September 30, 2010 and June 30, 2010, respectively.

Boston Properties, Inc.

Second Quarter 2011

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal June 30, 2011
Mortgage Notes Payable	$	3,152,995
Unsecured Line of Credit		—
Unsecured Senior Notes, at face value		3,025,000
Unsecured Exchangeable Senior Notes, at face value		1,823,694

Total Debt		8,001,689
Fair Value Adjustment on Mortgage Notes Payable		28,474
Discount on Unsecured Senior Notes		(8,163	)
Discount on Unsecured Exchangeable Senior Notes		(5,892	)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment (1)		(74,465	)

Total Consolidated Debt	$	7,941,643

Boston Properties Limited Partnership Unsecured Senior Notes


Settlement Date	11/18/2010			4/19/2010			10/9/2009			5/22/2003			3/18/2003			1/17/2003			12/13/2002			Total/Average
Original Principal Amount	$	850,000		$	700,000		$	700,000		$	250,000		$	300,000		$	175,000		$	750,000		$	3,725,000
Principal Amount at Quarter End	$	850,000		$	700,000		$	700,000		$	250,000		$	300,000		$	42,568		$	182,432		$	3,025,000
Yield (on issue date)		4.289	%		5.708	%		5.967	%		5.194	%		5.693	%		6.291	%		6.381	%		5.56	%
Coupon		4.125	%		5.625	%		5.875	%		5.000	%		5.625	%		6.250	%		6.250	%		5.44	%
Public Offering Price		99.260	%		99.891	%		99.931	%		99.329	%		99.898	%		99.763	%		99.650	%		99.66	%
Ratings:
Moody’s		Baa2 (stable	)		Baa2 (stable	)		Baa2 (stable	)		Baa2 (stable	)		Baa2 (stable	)		Baa2 (stable	)		Baa2 (stable	)
S&P		A- (stable	)		A- (stable	)		A- (stable	)		A-(stable	)		A- (stable	)		A-(stable	)		A-(stable	)
Fitch		BBB (stable	)		BBB (stable	)		BBB (stable	)		BBB (stable	)		BBB (stable	)		BBB (stable	)		BBB (stable	)
Maturity Date		5/15/2021			11/15/2020			10/15/2019			6/1/2015			4/15/2015			1/15/2013			1/15/2013
Discount	$	6,109		$	718		$	419		$	659		$	119		$	20		$	119		$	8,163

Unsecured Senior Notes, net of discount	$	843,891		$	699,282		$	699,581		$	249,341		$	299,881		$	42,548		$	182,313		$	3,016,837

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		$	626,194		$	450,000		$	1,823,694
Yield (on issue date)		4.037	%		3.462	%		3.787	%		3.778	%
GAAP Yield		6.555	%		5.630	%		5.958	%		6.090	%
Coupon		3.625	%		2.875	%		3.750	%
Exchange Rate		8.5051			7.0430			10.0066
Exchange Price	$	135.52	(2)	$	141.98		$	99.93
Diluted share impact for the current quarter		—			—			100			100
First Optional Redemption Date		N/A			2/20/2012			5/18/2013
Maturity Date		2/15/2014			2/15/2037			5/15/2036
Discount	$	3,758		$	2,134		$	—		$	5,892
ASC 470-20 (FSP APB 14-1) Adjustment (1)	$	48,590		$	8,370		$	17,505		$	74,465

Unsecured Senior Exchangeable Notes	$	695,152		$	615,690		$	432,495		$	1,743,337

Equity

(in thousands)


	Shares/Units Outstanding as of 6/30/11		Common Stock Equivalents			Equivalent Value (3)
Common Stock		146,387		146,387	(4)	$	15,540,444
Common Operating Partnership Units		19,433		19,433	(5)	$	2,063,007
Series Two Preferred Operating Partnership Units		1,113		1,461		$	155,100

Total Equity				167,281		$	17,758,551

Total Consolidated Debt						$	7,941,643

Total Consolidated Market Capitalization						$	25,700,194

BXP’s share of Joint Venture Debt						$	1,534,029	(6)
Total Combined Debt (7)						$	9,475,672

Total Combined Market Capitalization (8)						$	27,234,223

(1)

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

(2)

The initial exchange rate is 8.5051 shares per $1,000 principal amount of the notes (or an initial exchange price of approximately $117.58 per share of Boston Properties, Inc.’s common stock). In addition, the Company entered into capped call transactions with affiliates of certain of the initial purchasers, which are intended to reduce the potential dilution upon future exchange of the notes. The capped call transactions are expected to have the effect of increasing the effective exchange price to the Company of the notes from $117.58 to approximately $137.17 per share (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, 2011, the exchange price was $135.52 per share.

(3)	Values based on June 30, 2011 closing price of $106.16 per share of common stock.

(4)	Includes 99 shares of restricted stock.

(5)	Includes 1,621 long-term incentive plan units, but excludes 400 unvested outperformance plan units.

(6)	Excludes the Company’s share ($276,375) of partner loans made to unconsolidated joint ventures.

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

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

Boston Properties, Inc.

Second Quarter 2011

DEBT ANALYSIS (1)

Debt Maturities and Principal Payments

as of June 30, 2011

(in thousands)


	2011			2012			2013			2014			2015			Thereafter			Total

Floating Rate Debt
Mortgage Notes Payable	$	—		$	267,845		$	827		$	502,134		$	—		$	—		$	770,806
Unsecured Line of Credit		—			—			—			—			—			—			—

Total Floating Debt	$	—		$	267,845		$	827		$	502,134		$	—		$	—		$	770,806

Fixed Rate Debt

Mortgage Notes Payable	$	7,717		$	248,984		$	100,462		$	76,436		$	14,312		$	1,934,278		$	2,382,189
Fair Value Adjusment		4,680			6,816			4,270			3,962			4,157			4,589			28,474

Mortgage Notes Payable		12,397			255,800			104,732			80,398			18,469			1,938,867			2,410,663

Unsecured Exchangeable Senior Notes, net of discount (2)		—			624,060			450,000			743,742			—			—			1,817,802

ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(19,783	)		(29,192	)		(23,052	)		(2,438	)		—			—			(74,465	)

Unsecured Exchangeable Senior Notes		(19,783	)		594,868			426,948			741,304			—			—			1,743,337


Unsecured Senior Notes, net of discount		—			—			224,861			—			549,222			2,242,754			3,016,837


Total Fixed Debt	$	(7,386	)	$	850,668		$	756,541		$	821,702		$	567,691		$	4,181,621		$	7,170,837


Total Consolidated Debt	$	(7,386	)	$	1,118,513		$	757,368		$	1,323,836		$	567,691		$	4,181,621		$	7,941,643


GAAP Weighted Average Floating Rate Debt		0.00	%		0.58	%		2.79	%		2.14	%		0.00	%		0.00	%		1.60	%
GAAP Weighted Average Fixed Rate Debt		5.89	%		5.44	%		6.09	%		6.48	%		5.50	%		5.44	%		5.63	%

Total GAAP Weighted Average Rate		5.89	%		4.30	%		6.08	%		4.77	%		5.50	%		5.44	%		5.24	%



Total Stated Weighted Average Rate		6.88	%		3.58	%		4.95	%		2.79	%		5.42	%		5.49	%		4.73	%

Unsecured Debt

Unsecured Line of Credit - Matures June 24, 2014

(in thousands)


Facility	Outstanding at 06/30/2011			Letters of Credit		Remaining Capacity at 06/30/2011

$ 750,000	$	453,306	(3)	$	13,848	$	282,846

Unsecured and Secured Debt Analysis


	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity

Unsecured Debt		59.94	%		4.70	%		5.63	%		5.5	years
Secured Debt		40.06	%		4.77	%		4.64	%		4.4	years

Total Consolidated Debt		100.00	%		4.73	%		5.24	%		5.0	years

Floating and Fixed Rate Debt Analysis


	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity

Floating Rate Debt		9.71	%		0.77	%		1.60	%		2.2	years
Fixed Rate Debt		90.29	%		5.16	%		5.63	%		5.4	years

Total Consolidated Debt		100.00	%		4.73	%		5.24	%		5.0	years

(1)

Excludes unconsolidated joint ventures. The GAAP interest rate differs from the stated interest rate due to the inclusion of the amortization of financing charges, effects of hedging transactions, adjustments required to reflect loans at their fair values upon acquisition and the adjustments required to reflect the nonconvertible debt borrowing rate on the unsecured exchangeable senior notes in accordance with ASC 470-20 (formerly known as FSP APB 14-1).

(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)	This amount is fully secured by 601 Lexington Avenue.

Boston Properties, Inc.

Second Quarter 2011

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

as of June 30, 2011

(in thousands)


Property	2011			2012			2013			2014			2015			Thereafter			Total

599 Lexington Avenue	$	—		$	—		$	—		$	—		$	—		$	750,000		$	750,000
John Hancock Tower and Garage		—			—			—			—			—			640,500			640,500	(2)
601 Lexington Avenue		—			—			—			453,306			—			—			453,306	(3)
Embarcadero Center Four		2,306			4,828			5,131			5,452			5,794			348,886			372,397
510 Madison Avenue		—			267,500			—			—			—			—			267,500	(4)
Bay Colony Corporate Center		—			143,900			—			—			—			—			143,900	(2)
505 9th Street		1,044			2,177			2,306			2,441			2,585			116,334			126,887
One Freedom Square		775			65,511			—			—			—			—			66,286	(2)
New Dominion Technology Park, Building Two		—			—			—			63,000			—			—			63,000
Reservoir Place		—			345			827			48,828			—			—			50,000
140 Kendrick Street		540			1,143			47,889			—			—			—			49,572	(2)
New Dominion Technology Park, Building One		940			1,987			2,140			2,304			2,481			38,494			48,346
Kingstowne Two and Retail		778			1,630			1,730			1,837			1,950			29,277			37,202	(2)
Montvale Center		—			25,000			—			—			—			—			25,000	(5)
Sumner Square		441			930			22,896			—			—			—			24,267
Kingstowne One		313			657			17,062			—			—			—			18,032	(2)
University Place		580			1,221			1,308			1,402			1,502			10,787			16,800
Atlantic Wharf		—			—			—			—			—			—			—	(6)

		7,717			516,829			101,289			578,570			14,312			1,934,278			3,152,995


Aggregate Fair Value Adjustments		4,680			6,816			4,270			3,962			4,157			4,589			28,474

		12,397			523,645			105,559			582,532			18,469			1,938,867			3,181,469


Unsecured Exchangeable Senior Notes, net of discount		—			624,060			450,000			743,742			—			—			1,817,802	(7)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(19,783	)		(29,192	)		(23,052	)		(2,438	)		—			—			(74,465	)

		(19,783	)		594,868			426,948			741,304			—			—			1,743,337


Unsecured Senior Notes, net of discount		—			—			224,861			—			549,222			2,242,754			3,016,837
Unsecured Line of Credit		—			—			—			—			—			—			—	(8)

	$	(7,386	)	$	1,118,513		$	757,368		$	1,323,836		$	567,691		$	4,181,621		$	7,941,643


% of Total Consolidated Debt		-0.09	%		14.08	%		9.54	%		16.67	%		7.15	%		52.65	%		100.00	%
Balloon Payments	$	—		$	1,125,166		$	761,113		$	1,308,393		$	549,222		$	4,139,884		$	7,883,778
Scheduled Amortization	$	12,397		$	22,539		$	19,307		$	17,881		$	18,469		$	41,737		$	132,330

(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)	On May 11, 2011, the Company refinanced at maturity its mortgage loan collateralized by 601 Lexington Avenue utilizing the proceeds of a draw under the Company’s Unsecured Line of Credit, which borrowing was secured by a mortgage on the property.

(4)	The mortgage is fully secured by cash deposits.

(5)

The Company notified the master servicer of this non-recourse mortgage loan that the cash flows generated from the property were insufficient to fund debt service payments and capital improvements necessary to lease and operate the property and that the Company was not prepared to fund any cash shortfalls. The Company has ceased making debt service payments and is currently in default. The Company is currently accruing interest at the default interest rate of 9.93% per annum. The Company is in discussions with the special servicer, and there can be no assurance as to the timing and ultimate resolution of these discussions.

(6)	As of June 30, 2011, the Company has not drawn any amounts under its $192.5 million construction loan facility. Loan matures on April 21, 2012 and has two, one-year extension options subject to certain conditions.

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

(8)	The Unsecured Line of Credit matures on June 24, 2014.

Boston Properties, Inc.

Second Quarter 2011

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, 2011 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, 2011
Total Assets:
Capitalized Property Value (1)		$	17,050,596		$	17,473,047
Cash and Cash Equivalents (2)			780,584			780,584
Investments in Marketable Securities			9,975			9,975
Undeveloped Land, at Cost			284,115			284,115
Development in Process, at Cost (including Joint Venture %)			1,166,793			1,166,793

Total Assets		$	19,292,063		$	19,714,514



Unencumbered Assets		$	11,535,707		$	11,788,709


Secured Debt (Fixed and Variable) (2) (3)		$	2,885,495		$	2,885,495
Joint Venture Debt			1,534,029			1,534,029
Contingent Liabilities & Letters of Credit			16,275			16,275
Unsecured Debt (4)			4,848,694			4,848,694

Total Outstanding Debt		$	9,284,493		$	9,284,493


Consolidated EBITDA:
Income (loss) from continuing operations (per Consolidated Income Statement)		$	69,738		$	69,738
Subtract: Income from unconsolidated joint ventures (per Consolidated Income Statement			(8,882	)		(8,882	)
Subtract: Gains (losses) from Investments in Securities (per Consolidated Income Statement)			(6	)		(6	)
Add: Interest Expense (per Consolidated Income Statement)			95,236			95,236
Add: Depreciation and Amortization (per Consolidated Income Statement)			111,080			111,080

EBITDA			267,166			267,166
Add: Company share of unconsolidated joint venture EBITDA			58,396			58,396

Consolidated EBITDA		$	325,562		$	325,562


Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)		$	95,236		$	95,236
Add: Company share of unconsolidated joint venture interest expense			23,451			23,451
Less: Amortization of financing costs			(2,084	)		(2,084	)
Less: Interest expense funded by construction loan draws			—			—

Adjusted Interest Expense		$	116,603		$	116,603


Covenant Ratios and Related Data	Test	Actual			Actual
Total Outstanding Debt/Total Assets	Less than 60%		48.1	%		47.1	%
Secured Debt/Total Assets	Less than 50%		22.9	%		22.4	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50x		2.79			2.79
Unencumbered Assets/ Unsecured Debt	Greater than 150%		237.9	%		243.1	%

Unencumbered Consolidated EBITDA		$	186,262		$	186,262



Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)			2.77			2.77



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



# of unencumbered properties			114			114

(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 senior notes issued on or after October 9, 2009 is 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)	Based on the Company’s covenant definitions, the debt and restricted cash associated with 510 Madison Avenue, which is fully secured by cash deposits, has been excluded.

(3)	Excludes fair value adjustment of $28,474.

(4)	Excludes debt discount of $14,055 and ASC 470-20 (formerly known as FSP APB 14-1) adjustment of $74,465.

Boston Properties, Inc.

Second Quarter 2011

UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS (*)

Debt Maturities and Principal Payments by Property

(in thousands)


Property	2011			2012			2013			2014			2015			Thereafter			Total

General Motors Building (60%)	$	—		$	—		$	—		$	—		$	—		$	963,600		$	963,600	(1)(2)
125 West 55th Street (60%)		793			1,659			1,763			1,874			1,991			114,360			122,440
Two Grand Central Tower (60%)		700			1,465			1,556			1,652			101,072			—			106,445
Metropolitan Square (51%)		—			—			662			1,187			1,257			86,144			89,250
540 Madison Avenue (60%)		120			240			70,920			—			—			—			71,280	(3)
Market Square North (50%)		—			—			161			993			1,042			62,804			65,000
901 New York Avenue (25%)		357			742			782			823			37,590			—			40,294
Annapolis Junction (50%)		—			210			279			279			279			20,078			21,125	(4)
500 North Capitol (30%)		—			—			6,600			—			—			—			6,600

		1,970			4,316			82,723			6,808			143,231			1,246,986			1,486,034

Aggregate Fair Value Adjustments		3,368			7,102			7,186			7,087			7,612			14,705			47,059

	$	5,338		$	11,418		$	89,909		$	13,895		$	150,843		$	1,261,691		$	1,533,093

GAAP Weighted Average Rate		6.00	%		5.81	%		6.65	%		5.62	%		5.84	%		6.38	%		6.34	%
% of Total Debt		0.35	%		0.74	%		5.86	%		0.91	%		9.84	%		82.30	%		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		1.87	%		2.87	%		3.07	%		5.6	years
Fixed Rate Debt		98.13	%		5.86	%		6.40	%		6.3	years

Total Debt		100.00	%		5.80	%		6.34	%		6.3	years

(*)	All amounts represent the Company’s share. Amounts exclude the Value-Added Fund. See page 18 for additional information on debt pertaining to the Value-Added Fund.

(1)	Excludes the Company’s share ($270,000) of the aggregate of $450,000 of loans made to the joint venture by its partners.

(2)	This property has a fair value adjustment which is aggregated below. Although these mortgages require interest only payments with a balloon payment at maturity, the fair value adjustment is amortized over the term of the loan.

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

(4)	Loan has one, three-year extension option subject to certain conditions.

Boston Properties, Inc.

Second Quarter 2011

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of June 30, 2011


	General Motors Building			125 West 55th Street			Two Grand Central Tower			540 Madison Avenue			Market Square North			Metropolitan Square			901 New York Avenue			Wisconsin Place (1)			Annapolis Junction (2)			Eighth Avenue and 46th Street (2)			500 North Capitol Street (2)			Subtotal		Value- Added Fund (3)(4)			Total Unconsolidated Joint Ventures
Investment (5)	$	662,336	(6)	$	114,674		$	96,278		$	68,093		$	(12,184	)	$	12,867		$	(1,479	)	$	52,215		$	20,267		$	10,365		$	2,497		$	1,025,929	$	22,948		$	1,048,877
Note Receivable		270,000	(6)		—			—			—			—			—			—			—			—			—			—			270,000		6,375	(10)		276,375

Net Equity (5)	$	392,336		$	114,674		$	96,278		$	68,093		$	(12,184	)	$	12,867		$	(1,479	)	$	52,215		$	20,267		$	10,365		$	2,497		$	755,929	$	16,573		$	772,502

Mortgage/Construction loans payable (5) (7)	$	963,600		$	122,440		$	106,445		$	71,280		$	65,000		$	89,250		$	40,294		$	—		$	21,125		$	—		$	6,600		$	1,486,034	$	47,995		$	1,534,029

BXP’s nominal ownership percentage		60.00	%		60.00	%		60.00	%		60.00	%		50.00	%		51.00	%		25.00	%		33.33	%		50.00	%		50.00	%		30.00	%				37.62	%

Results of Operations

(unaudited and in thousands)

for the three months ended June 30, 2011


	General Motors Building			125 West 55th Street		Two Grand Central Tower			540 Madison Avenue		Market Square North		Metropolitan Square		901 New York Avenue			Wisconsin Place (1)			Annapolis Junction (2)			Eighth Avenue and 46th Street (2)			500 North Capitol Street (2)			Subtotal			Value- Added Fund (3)			Total Unconsolidated Joint Ventures
REVENUE
Rental	$	55,878		$	9,881	$	7,323		$	7,203	$	4,835	$	8,734	$	8,153		$	1,120		$	4,052		$	—		$	15		$	107,194		$	4,512		$	111,706
Straight-line rent		1,948			1,240		303			168		139		135		195			—				(1)		—			—			4,127			(91	)		4,036
Fair value lease revenue		26,848			622		1,022			453		—		—		—			—			—			—			—			28,945			277			29,222
Termination Income		—			—		—			—		—		—		—			—			—			—			—			—			23			23

Total revenue		84,674			11,743		8,648			7,824		4,974		8,869		8,348			1,120			4,051			—			15			140,266			4,721			144,987

EXPENSES
Operating		20,314			3,231		3,709			2,771		2,059		3,217		3,200			706			1,355			213			(71	)		40,704			1,568			42,272


NET OPERATING INCOME		64,360			8,512		4,939			5,053		2,915		5,652		5,148			414			2,696			(213	)		86			99,562			3,153			102,715

Interest		26,227			3,133		2,689			1,914		1,597		2,541		2,120			—			268			—			—			40,489			840			41,329
Interest other - partner loans		15,678			—		—			—		—		—		—			—			—			—			—			15,678			—			15,678
Depreciation and amortization		29,541			4,188		3,539			2,145		931		1,917		1,365			1,369			1,182			—			30			46,207			2,036			48,243

SUBTOTAL		71,446			7,321		6,228			4,059		2,528		4,458		3,485			1,369			1,450			—			30			102,374			2,876			105,250

NET INCOME/(LOSS)	$	(7,086	)	$	1,191	$	(1,289	)	$	994	$	387	$	1,194	$	1,663		$	(955	)	$	1,246		$	(213	)	$	56		$	(2,812	)	$	277		$	(2,535	)


BXP’s share of net income/(loss)	$	(4,252	)	$	715	$	(773	)	$	596	$	194	$	609	$	866	(8)	$	(320	)	$	38	(8)	$	(107	)	$	17		$	(2,418	)	$	119	(4)(8)	$	(2,297	)
Basis differential (9)		—			472		809			289		—		—		—			—			—			—			—			1,569			205	(4)		1,774
Elimination of inter-entity interest on partner loan		9,407			—		—			—		—		—		—			—			—			—			—			9,407			—			9,407

Income/(loss) from unconsolidated joint ventures	$	5,155		$	1,186	$	35		$	885	$	194	$	609	$	866	(8)	$	(320	)	$	38		$	(107	)	$	17		$	8,558		$	324	(4)	$	8,882

BXP’s share of depreciation & amortization		17,725			2,124		1,568			1,071		465		978		535	(8)		458			1,139	(8)		—			9			26,072			608	(4)(8)		26,680

BXP’s share of Funds from Operations (FFO)	$	22,880		$	3,310	$	1,603		$	1,956	$	659	$	1,587	$	1,401		$	138		$	1,177		$	(107	)	$	26		$	34,630		$	932	(4)	$	35,562



BXP’s share of net operating income/(loss)	$	38,616		$	5,189	$	3,217		$	3,104	$	1,458	$	2,883	$	1,287		$	138		$	1,348		$	(107	)	$	26		$	57,158		$	1,247	(4)	$	58,405

(1)	Represents the Company’s interest in the joint venture entity that owns the land and infrastructure. The Company’s entity that owns the office component of the project has been consolidated within the accounts of the Company.

(2)	Property is currently not in service (i.e., under construction or undeveloped land). One of four land parcels of Annapolis Junction are undeveloped land. 500 North Capitol Street was taken out of service for re-development on March 28, 2011.

(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 on page 18.

(4)	Represents the Company’s 25% interest in 300 Billerica Road, as well as a 39.5% interest in Mountain View Research Park and Mountain View Technology Park.

(5)	Represents the Company’s share.

(6)	Includes the Company’s share ($270,000) of the aggregate of $450,000 of loans made to the joint venture by its partners.

(7)	Excludes fair value adjustments.

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

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

(10)	The loan from the Company bears interest at a fixed rate of 10.0% per annum and matures on May 31, 2014.

Boston Properties, Inc.

Second Quarter 2011

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 then owned by the Value-Added Fund (i.e. 300 Billerica Road). As a result of the modifications, the Company’s interest in the Mountain View properties is approximately 39.5% and its interest in the non-Mountain View properties is 25%. The Company does not expect that the Value-Added Fund will make any future investments in new properties. The investments held by the Value-Added Fund are not included in the Company’s portfolio information tables or any other portfolio level statistics and therefore are presented below.

Property Information


Property Name	Number of Buildings		Square Feet		Leased %			Annual Revenue per leased SF (1)		Mortgage Notes Payable (2)

300 Billerica Road, Chelmsford, MA		1		110,882		100.0	%	$	8.95	$	1,875	(3)
Mountain View Research Park, Mountain View, CA		16		600,449		78.8	%		31.57		36,358	(4)
Mountain View Technology Park, Mountain View, CA		7		135,279		62.9	%		21.65		9,762	(5)

Total		24		846,610		79.1	%	$	26.58	$	47,995

Results of Operations

(unaudited and in thousands)

for the three months ended June 30, 2011


	Value-Added Fund
REVENUE
Rental	$	4,535
Straight-line rent		(91	)
Fair value lease revenue		277

Total revenue		4,721

EXPENSES
Operating		1,568


SUBTOTAL		3,153

Interest		840
Depreciation and amortization		2,036

SUBTOTAL		2,876

NET INCOME	$	277


BXP’s share of net income	$	119
Basis differential (6)		205

Income from Value-Added Fund	$	324
BXP’s share of depreciation & amortization		608

BXP’s share of Funds from Operations (FFO)	$	932



The Company’s Equity in the Value-Added Fund	$	16,573

(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% per annum and matures on January 1, 2016.

(4)

On June 28, 2011, the mortgage loan was modified to a new mortgage loan totaling $92.0 million. The new mortgage loan bears interest at a variable rate of LIBOR plus 2.50% and matures on May 31, 2014. In conjunction with the mortgage loan modification, the Company agreed to lend up to $12.0 million, of which approximately $6.4 million has been advanced to date. The loan from the Company bears interest at a fixed rate of 10.0% per annum and matures on May 31, 2014. The loan from the Company is included in the Company’s investment in the Value-Added Fund.

(5)	On June 29, 2011, the maturity date was extended to November 15, 2011. The mortgage bears interest at a variable rate of LIBOR plus 1.50%.

(6)	Represents adjustment related to the impairment of the carrying values.

Boston Properties, Inc.

Second Quarter 2011

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, 2011 (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		11,199,221			25.4	%		835,600			1.6	%		12,034,821			31.4	%		0.8	%		27.8	%
Greater Washington		9,202,915	(5)		20.6	%		756,325			0.9	%		9,959,240	(5)		25.9	%		—			21.5	%
Midtown Manhattan		8,952,324	(6)		38.0	%		—			—			8,952,324	(6)		23.3	%		—			38.0	%
Princeton/East Brunswick, NJ		2,453,570			2.5	%		—			—			2,453,570			6.4	%		—			2.5	%
Greater San Francisco		4,980,920			10.2	%		—			—			4,980,920			13.0	%		—			10.2	%

		36,788,950			96.7	%		1,591,925			2.5	%		38,380,875			100.0	%		0.8	%		100.0	%

% of Total		95.9	%					4.1	%					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
										Cambridge Center Marriott, Cambridge, MA		433		330,400

Greater Boston		21.5	%		6.3	%		27.8	%	Total Hotel Properties		433		330,400

Greater Washington		8.6	%		12.9	%		21.5	%
Midtown Manhattan		38.0	%		—			38.0	%	*Structured Parking*
Princeton/East Brunswick, NJ		—			2.5	%		2.5	%	*Structured Parking*
Greater San Francisco		8.5	%		1.7	%		10.2	%			Number of Spaces		Square Feet

Total		76.6	%		23.4	%		100.0	%	Total Structured Parking		43,539		14,689,063

(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 588,917 square feet at Metropolitan Square which is 51% owned by the Company, 403,841 square feet at Market Square North which is 50% owned by the Company, 539,229 square feet at 901 New York Avenue which is 25% owned by the Company, 321,943 square feet at 505 9th Street, N.W. which is 50% owned by the Company and 117,599 square feet at Annapolis Junction which is 50% owned by the Company.

(6)	Includes 1,803,465 square feet at the General Motors Building, 581,267 square feet at 125 West 55th Street, 649,934 square feet at Two Grand Central Tower and 288,945 square feet at 540 Madison Avenue, each of which is 60% owned by the Company.

Boston Properties, Inc.

Second Quarter 2011

In-Service Property Listing

as of June 30, 2011


		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
(2)	John Hancock Tower	CBD Boston MA	1		1,693,553		97.7	%	$	51.62	Y	CBD
	800 Boylston Street - The Prudential Center	CBD Boston MA	1		1,226,475		91.8	%		48.87	N	CBD
	111 Huntington Avenue - The Prudential Center	CBD Boston MA	1		859,641		94.2	%		60.76	N	CBD
	101 Huntington Avenue - The Prudential Center	CBD Boston MA	1		505,939		100.0	%		41.45	N	CBD
	The Shops at the Prudential Center	CBD Boston MA	1		511,737		99.2	%		70.25	N	CBD
	Shaws Supermarket at the Prudential Center	CBD Boston MA	1		57,235		100.0	%		49.49	N	CBD
	One Cambridge Center	East Cambridge MA	1		215,573		92.3	%		41.02	N	CBD
	Three Cambridge Center	East Cambridge MA	1		109,358		100.0	%		25.79	N	CBD
	Four Cambridge Center	East Cambridge MA	1		199,131		58.6	%		43.02	N	CBD
	Five Cambridge Center	East Cambridge MA	1		240,480		100.0	%		45.08	N	CBD
	Eight Cambridge Center	East Cambridge MA	1		177,226		100.0	%		40.81	N	CBD
	Ten Cambridge Center	East Cambridge MA	1		152,664		100.0	%		43.95	N	CBD
	Eleven Cambridge Center	East Cambridge MA	1		79,616		100.0	%		48.76	N	CBD
	University Place	Mid-Cambridge MA	1		195,282		100.0	%		39.75	Y	CBD
(2)	Bay Colony Corporate Center	Route 128 Mass Turnpike MA	4		966,425		64.5	%		32.94	Y	S
	Reservoir Place	Route 128 Mass Turnpike MA	1		526,080		82.8	%		31.97	Y	S
	Reservoir Place North	Route 128 Mass Turnpike MA	1		73,258		100.0	%		29.20	N	S
	140 Kendrick Street	Route 128 Mass Turnpike MA	3		380,987		100.0	%		30.17	Y	S
	230 CityPoint	Route 128 Mass Turnpike MA	1		297,550		99.2	%		33.44	N	S
	77 CityPoint	Route 128 Mass Turnpike MA	1		209,707		100.0	%		42.20	N	S
(3)	Waltham Office Center	Route 128 Mass Turnpike MA	1		67,005		28.4	%		17.39	N	S
	195 West Street	Route 128 Mass Turnpike MA	1		63,500		100.0	%		37.31	N	S
	200 West Street	Route 128 Mass Turnpike MA	1		256,210		68.9	%		32.31	N	S
(2)	Weston Corporate Center	Route 128 Mass Turnpike MA	1		356,995		100.0	%		45.66	N	S
	Waltham Weston Corporate Center	Route 128 Mass Turnpike MA	1		306,687		82.9	%		28.87	N	S
	10 & 20 Burlington Mall Road	Route 128 Northwest MA	2		152,097		86.4	%		24.47	N	S
	Bedford Business Park	Route 128 Northwest MA	1		92,207		100.0	%		27.40	N	S
	32 Hartwell Avenue	Route 128 Northwest MA	1		69,154		100.0	%		26.18	N	S
	91 Hartwell Avenue	Route 128 Northwest MA	1		121,425		60.4	%		27.17	N	S
	92 Hayden Avenue	Route 128 Northwest MA	1		31,100		100.0	%		35.14	N	S
	100 Hayden Avenue	Route 128 Northwest MA	1		55,924		100.0	%		35.00	N	S
	33 Hayden Avenue	Route 128 Northwest MA	1		80,128		43.7	%		40.09	N	S
	Lexington Office Park	Route 128 Northwest MA	2		166,745		79.7	%		27.27	N	S
	191 Spring Street	Route 128 Northwest MA	1		158,900		100.0	%		30.09	N	S
	181 Spring Street	Route 128 Northwest MA	1		55,793		60.4	%		31.64	N	S
	201 Spring Street	Route 128 Northwest MA	1		106,300		100.0	%		34.14	N	S
	40 Shattuck Road	Route 128 Northwest MA	1		121,216		72.3	%		21.77	N	S
	Quorum Office Park	Route 128 Northwest MA	2		259,918		100.0	%		23.81	N	S

			46		11,199,221		90.1	%	$	43.13


Office/Technical
	Seven Cambridge Center	East Cambridge MA	1		231,028		100.0	%	$	84.35	N	CBD
	Fourteen Cambridge Center	East Cambridge MA	1		67,362		100.0	%		24.68	N	CBD
(3)	103 Fourth Avenue	Route 128 Mass Turnpike MA	1		62,476		58.5	%		8.50	N	S
	Bedford Business Park	Route 128 Northwest MA	2		380,594		69.8	%		19.92	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		835,600		75.4	%	$	43.16

	Total Greater Boston:		53		12,034,821		89.1	%	$	43.13

(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 2011

In-Service Property Listing (continued)

as of June 30, 2011


		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		622,306		100.0	%	$	49.16	N	CBD
	500 E Street, S. W.	Southwest Washington DC	1		248,336		100.0	%		44.13	N	CBD
	Metropolitan Square (51% ownership)	East End Washington DC	1		588,917		100.0	%		51.87	Y	CBD
	1301 New York Avenue	East End Washington DC	1		188,357		100.0	%		46.38	N	CBD
	Market Square North (50% ownership)	East End Washington DC	1		407,207		83.9	%		55.36	Y	CBD
	505 9th Street, N.W. (50% ownership)	East End Washington DC	1		321,943		100.0	%		61.92	Y	CBD
	901 New York Avenue (25% ownership)	East End Washington DC	1		539,229		99.8	%		59.27	Y	CBD
(2)	635 Massachusetts Avenue	East End Washington DC	1		211,000		100.0	%		28.31	N	CBD
	1333 New Hampshire Avenue	CBD Washington DC	1		315,371		98.5	%		48.43	N	CBD
	1330 Connecticut Avenue	CBD Washington DC	1		252,136		98.3	%		56.67	N	CBD
	Sumner Square	CBD Washington DC	1		208,665		93.7	%		44.14	Y	CBD
	Annapolis Junction (50% ownership)	Anne Arundel County, MD	1		117,599		95.8	%		142.54	Y	S
	Montvale Center	Montgomery County MD	1		123,392		81.3	%		27.27	Y	S
	One Preserve Parkway	Montgomery County MD	1		183,734		76.7	%		36.21	N	S
	2600 Tower Oaks Boulevard	Montgomery County MD	1		178,865		62.3	%		35.75	N	S
	Wisconsin Place Office	Montgomery County MD	1		299,186		96.5	%		48.43	N	S
	Democracy Tower	Fairfax County VA	1		235,436		100.0	%		44.50	N	S
	Kingstowne One	Fairfax County VA	1		151,195		100.0	%		37.06	Y	S
	Kingstowne Two	Fairfax County VA	1		156,251		98.2	%		38.00	Y	S
	Kingstowne Retail	Fairfax County VA	1		88,288		100.0	%		32.59	Y	S
	One Freedom Square	Fairfax County VA	1		422,274		96.0	%		41.87	Y	S
	Two Freedom Square	Fairfax County VA	1		421,142		96.7	%		42.60	N	S
	One Reston Overlook	Fairfax County VA	1		317,614		58.8	%		32.07	N	S
	Two Reston Overlook	Fairfax County VA	1		134,615		98.3	%		31.68	N	S
	One and Two Discovery Square	Fairfax County VA	2		366,990		100.0	%		43.07	N	S
	New Dominion Technology Park - Building One	Fairfax County VA	1		235,201		100.0	%		33.17	Y	S
	New Dominion Technology Park - Building Two	Fairfax County VA	1		257,400		100.0	%		38.96	Y	S
	Reston Corporate Center	Fairfax County VA	2		261,046		100.0	%		34.57	N	S
	South of Market	Fairfax County VA	3		647,682		99.8	%		46.90	N	S
	12290 Sunrise Valley	Fairfax County VA	1		182,424		100.0	%		37.07	N	S
(2)	12300 Sunrise Valley	Fairfax County VA	1		255,244		100.0	%		44.99	N	S
(2)	12310 Sunrise Valley	Fairfax County VA	1		263,870		100.0	%		45.15	N	S

			36		9,202,915		95.6	%	$	46.56


Office/Technical
(2)	6601 Springfield Center Drive	Fairfax County VA	1		26,388		100.0	%	$	10.91	N	S
	7435 Boston Boulevard	Fairfax County VA	1		103,557		100.0	%		21.06	N	S
	7451 Boston Boulevard	Fairfax County VA	1		47,001		100.0	%		22.91	N	S
	7450 Boston Boulevard	Fairfax County VA	1		62,402		100.0	%		20.20	N	S
	7374 Boston Boulevard	Fairfax County VA	1		57,321		100.0	%		16.00	N	S
	8000 Grainger Court	Fairfax County VA	1		88,775		100.0	%		19.83	N	S
	7500 Boston Boulevard	Fairfax County VA	1		79,971		100.0	%		15.85	N	S
	7501 Boston Boulevard	Fairfax County VA	1		75,756		100.0	%		25.00	N	S
	7601 Boston Boulevard	Fairfax County VA	1		103,750		100.0	%		14.40	N	S
	7375 Boston Boulevard	Fairfax County VA	1		26,865		100.0	%		20.20	N	S
	8000 Corporate Court	Fairfax County VA	1		52,539		100.0	%		20.48	N	S
	7300 Boston Boulevard	Fairfax County VA	1		32,000		100.0	%		28.29	N	S

			12		756,325		100.0	%	$	19.39

	Total Greater Washington:		48		9,959,240		95.9	%	$	44.40

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

(2)	Property held for redevelopment.

Boston Properties, Inc.

Second Quarter 2011

In-Service Property Listing (continued)

as of June 30, 2011


		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		1,045,128		96.7	%	$	80.37	Y	CBD
	601 Lexington Avenue	Park Avenue NY	1		1,630,188		98.0	%		85.19	Y	CBD
	399 Park Avenue	Park Avenue NY	1		1,707,476		98.8	%		80.87	N	CBD
	Times Square Tower	Times Square NY	1		1,245,921		97.0	%		72.69	N	CBD
	General Motors Building (60% ownership)	Plaza District NY	1		1,803,465		98.9	%		116.58	Y	CBD
	540 Madison Avenue (60% ownership)	Plaza District NY	1		288,945		95.6	%		100.63	Y	CBD
	125 West 55th Street (60% ownership)	Sixth/Rock Center NY	1		581,267		100.0	%		67.04	Y	CBD
	Two Grand Central Tower (60% ownership)	Grand Central District NY	1		649,934		76.6	%		57.12	Y	CBD

	Total Midtown Manhattan:		8		8,952,324		96.5	%	$	86.19


Princeton/East Brunswick, NJ
Office
	101 Carnegie Center	Princeton NJ	1		123,659		87.7	%	$	28.82	N	S
	104 Carnegie Center	Princeton NJ	1		102,830		87.2	%		32.39	N	S
	105 Carnegie Center	Princeton NJ	1		69,955		55.4	%		27.85	N	S
	201 Carnegie Center	Princeton NJ	—		6,500		100.0	%		30.48	N	S
	202 Carnegie Center	Princeton NJ	1		130,582		89.5	%		32.87	N	S
	206 Carnegie Center	Princeton NJ	1		161,763		100.0	%		33.40	N	S
	210 Carnegie Center	Princeton NJ	1		162,368		92.8	%		37.08	N	S
	211 Carnegie Center	Princeton NJ	1		47,025		100.0	%		32.34	N	S
	212 Carnegie Center	Princeton NJ	1		150,395		64.0	%		33.81	N	S
	214 Carnegie Center	Princeton NJ	1		150,774		75.1	%		32.63	N	S
	302 Carnegie Center	Princeton NJ	1		64,926		65.1	%		29.61	N	S
	502 Carnegie Center	Princeton NJ	1		118,120		83.5	%		35.14	N	S
	504 Carnegie Center	Princeton NJ	1		121,990		100.0	%		30.01	N	S
	506 Carnegie Center	Princeton NJ	1		145,213		100.0	%		33.77	N	S
	508 Carnegie Center	Princeton NJ	1		128,662		57.8	%		32.62	N	S
	510 Carnegie Center	Princeton NJ	1		234,160		100.0	%		29.11	N	S
	701 Carnegie Center	Princeton NJ	1		120,000		100.0	%		36.89	N	S

			16		2,038,922		86.6	%	$	32.60


	One Tower Center	East Brunswick NJ	1		414,648		47.2	%	$	30.63	N	S

			1		414,648		47.2	%	$	30.63


	Total Princeton/East Brunswick, NJ:		17		2,453,570		79.9	%	$	32.40


Greater San Francisco
Office
	Embarcadero Center One	CBD San Francisco CA	1		833,723		84.7	%	$	46.79	N	CBD
	Embarcadero Center Two	CBD San Francisco CA	1		779,768		96.7	%		51.39	N	CBD
	Embarcadero Center Three	CBD San Francisco CA	1		775,086		93.3	%		43.48	N	CBD
	Embarcadero Center Four	CBD San Francisco CA	1		936,782		96.0	%		63.12	Y	CBD

			4		3,325,359		92.7	%	$	51.84


	611 Gateway	South San Francisco CA	1		256,302		100.0	%	$	35.10	N	S
	601 and 651 Gateway	South San Francisco CA	2		506,224		96.2	%		33.45	N	S
	303 Almaden	San Jose CA	1		158,499		90.8	%		35.69	N	CBD
(2)	North First Business Park	San Jose CA	5		190,636		75.8	%		15.94	N	S
	3200 Zanker Road	San Jose CA	4		543,900		52.0	%		15.00	N	S

			13		1,655,561		79.4	%	$	28.12


	Total Greater San Francisco:		17		4,980,920		88.3	%	$	44.72


	Total In-Service Properties:		143		38,380,875		91.9	%	$	53.63

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

(2)	Property held for redevelopment.

Boston Properties, Inc.

Second Quarter 2011

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION

TOP 20 TENANTS BY SQUARE FEET LEASED


	Tenant	Sq. Ft.			% of Portfolio

1	US Government		1,903,359	(1)		4.86	%
2	Citibank		1,052,219	(2)		2.69	%
3	Lockheed Martin		1,029,935			2.63	%
4	Genentech		640,271			1.63	%
5	Kirkland & Ellis		639,683	(3)		1.63	%
6	Biogen Idec		592,885			1.51	%
7	Ropes & Gray		528,931			1.35	%
8	O’Melveny & Myers		511,659			1.31	%
9	Bain Capital		476,653			1.22	%
10	Shearman & Sterling		472,808			1.21	%
11	Manufacturers Investment (Manulife)		469,050			1.20	%
12	Wellington Management		465,116			1.19	%
13	Weil Gotshal Manges		444,982	(4)		1.14	%
14	State Street Bank and Trust		408,552			1.04	%
15	Microsoft		400,278			1.02	%
16	Parametric Technology		380,987			0.97	%
17	Finnegan Henderson Farabow		362,405	(5)		0.93	%
18	Ann Taylor		338,942			0.87	%
19	Oracle		314,773	(6)		0.80	%
20	Accenture		310,312			0.79	%

	Total % of Portfolio Square Feet					29.98	%
	Total % of Portfolio Revenue					31.45	%

Notable Signed Deals (7)


Tenant	Property	Sq. Ft.
Defense Intelligence Agency (US Government)	12300 & 12310 Sunrise Valley		523,000
Massachusetts Financial Services (MFS)	111 Huntington Avenue		279,000
Zoll Medical	Quorum Office Park		220,738
Hunton & Williams LLP	2200 Pennsylvania Avenue		189,806
McDermott Will & Emery	500 North Capitol		171,000	(8)
Morrison & Foerster	250 West 55th Street		184,000
Biogen Idec	17 Cambridge Center		190,000

(1)	Includes 36,126, 92,620 & 104,874 square feet of space in properties in which Boston Properties has a 60%, 51% & 50% interest, respectively.

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

(3)	Includes 248,021 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 292,548 square feet of space in a property in which Boston Properties has a 25% interest.

(6)	Includes 21,200 square feet of space in a property in which Boston Properties has a 60% interest.

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

(8)	All space is in a property in which Boston Properties has a 30% interest.

TENANT DIVERSIFICATION (GROSS RENT) *

LOGO

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

Boston Properties, Inc.

Second Quarter 2011

IN-SERVICE OFFICE PROPERTIES

Lease Expirations (1) (2) (3) (4)


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
2011		1,375,818	$	64,148,392	$	46.63	$	64,323,335	$	46.75		3.91	%
2012		2,545,890		128,482,137		50.47		129,219,738		50.76		7.24	%
2013		1,790,164		76,626,323		42.80		77,609,697		43.35		5.09	%
2014		3,505,131		144,043,545		41.10		153,383,495		43.76		9.97	%
2015		3,166,854		157,222,143		49.65		167,250,193		52.81		9.01	%
2016		3,115,043		153,460,516		49.26		161,238,155		51.76		8.86	%
2017		3,329,319		219,309,356		65.87		239,470,500		71.93		9.47	%
2018		821,711		54,760,036		66.64		60,375,684		73.48		2.34	%
2019		2,707,562		156,956,251		57.97		172,131,027		63.57		7.70	%
2020		3,039,167		179,504,184		59.06		199,214,619		65.55		8.65	%
Thereafter		7,478,714		436,605,403		58.38		522,734,364		69.90		21.27	%

Occupancy By Location (5)


	CBD						Suburban						Total
Location	30-Jun-11			30-Jun-10			30-Jun-11			30-Jun-10			30-Jun-11			30-Jun-10

Greater Boston		95.3	%		93.4	%		83.5	%		86.1	%		90.1	%		90.0	%
Greater Washington		97.7	%		98.4	%		94.0	%		96.1	%		95.6	%		97.1	%
Midtown Manhattan		96.5	%		97.1	%		n/a			n/a			96.5	%		97.1	%
Princeton/East Brunswick, NJ		n/a			n/a			79.9	%		81.8	%		79.9	%		81.8	%
Greater San Francisco		92.6	%		89.9	%		78.2	%		94.7	%		88.3	%		91.3	%

Total Portfolio		95.8	%		95.3	%		86.3	%		90.3	%		92.1	%		93.4	%

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

(3)	Does not include data for leases expiring in a particular year when leases for the same space have already been signed with a replacement tenant with a future commencement date. In those cases, the data is included in the year in which the future lease expires.

(4)	Includes 759,772 square feet of leased premises in properties under development.

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

Boston Properties, Inc.

Second Quarter 2011

IN-SERVICE OFFICE/TECHNICAL PROPERTIES

Lease Expirations (1) (2) (3)


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

2011		127,376	$	1,968,768	$	15.46	$	1,968,768	$	15.46		8.00	%
2012		117,997		2,356,827		19.97		2,409,621		20.42		7.41	%
2013		7,479		148,998		19.92		152,025		20.33		0.47	%
2014		325,382		6,388,212		19.63		6,568,936		20.19		20.44	%
2015		166,224		3,963,741		23.85		4,028,159		24.23		10.44	%
2016		225,532		19,104,955		84.71		19,104,955		84.71		14.17	%
2017		—		—		—		—		—		0.00	%
2018		—		—		—		—		—		0.00	%
2019		—		—		—		—		—		0.00	%
2020		263,457		5,038,655		19.13		5,038,655		19.13		16.55	%
Thereafter		137,321		2,027,370		14.76		2,754,160		20.06		8.63	%

Occupancy By Location


	CBD						Suburban						Total
Location	30-Jun-11			30-Jun-10			30-Jun-11			30-Jun-10			30-Jun-11			30-Jun-10

Greater Boston		100.0	%		100.0	%		61.8	%		56.8	%		75.4	%		72.3	%
Greater Washington		n/a			n/a			100.0	%		98.1	%		100.0	%		98.1	%
Midtown Manhattan		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
Greater San Francisco		n/a			n/a			n/a			n/a			n/a			n/a

Total Portfolio		100.0	%		100.0	%		84.1	%		81.0	%		87.1	%		84.6	%

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

(3)	Does not include data for leases expiring in a particular year when leases for the same space have already been signed with a replacement tenant with a future commencement date. In those cases, the data is included in the year in which the future lease expires.

Boston Properties, Inc.

Second Quarter 2011

IN-SERVICE RETAIL PROPERTIES

Lease Expirations (1) (2) (3)(4)


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
2011		42,006	$	2,887,333	$	68.74	$	2,917,333	$	69.45		2.57	%
2012		57,916		4,425,616		76.41		4,501,113		77.72		3.54	%
2013		79,962		6,416,921		80.25		6,475,907		80.99		4.89	%
2014		53,907		5,318,599		98.66		5,519,756		102.39		3.30	%
2015		146,620		13,474,690		91.90		14,400,588		98.22		8.97	%
2016		176,627		21,859,907		123.76		22,852,727		129.38		10.80	%
2017		144,057		10,959,839		76.08		18,362,197		127.46		8.81	%
2018		234,912		10,419,797		44.36		11,012,314		46.88		14.37	%
2019		56,337		4,096,718		72.72		4,630,112		82.19		3.45	%
2020		87,963		4,653,286		52.90		5,431,608		61.75		5.38	%
Thereafter		554,461		33,777,791		60.92		41,622,865		75.07		33.92	%

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

(3)	Does not include data for leases expiring in a particular year when leases for the same space have already been signed with a replacement tenant with a future commencement date. In those cases, the data is included in the year in which the future lease expires.

(4)	Includes 14,695 square feet of leased premises in properties under development.

Boston Properties, Inc.

Second Quarter 2011

GRAND TOTAL OF ALL IN-SERVICE PROPERTIES

Lease Expirations (1) (2) (3) (4)


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
2011		1,545,200	$	69,004,493	$	44.66	$	69,209,436	$	44.79		4.0	%
2012		2,721,803		135,264,581		49.70		136,130,472		50.01		7.1	%
2013		1,877,605		83,192,242		44.31		84,237,628		44.86		4.9	%
2014		3,884,420		155,750,356		40.10		165,472,187		42.60		10.1	%
2015		3,479,698		174,660,575		50.19		185,678,939		53.36		9.1	%
2016		3,517,202		194,425,379		55.28		203,195,837		57.77		9.2	%
2017		3,473,376		230,269,195		66.30		257,832,697		74.23		9.0	%
2018		1,056,623		65,179,834		61.69		71,387,998		67.56		2.8	%
2019		2,763,899		161,052,969		58.27		176,761,139		63.95		7.2	%
2020		3,390,587		189,196,126		55.80		209,684,882		61.84		8.8	%
Thereafter		8,170,496		472,410,564		57.82		567,111,389		69.41		21.3	%

Occupancy By Location


	CBD						Suburban						Total
Location	30-Jun-11			30-Jun-10			30-Jun-11			30-Jun-10			30-Jun-11			30-Jun-10

Greater Boston		95.5	%		93.8	%		81.4	%		82.6	%		89.1	%		88.4	%
Greater Washington		97.7	%		98.4	%		94.8	%		96.4	%		95.9	%		97.2	%
Midtown Manhattan		96.5	%		97.1	%		n/a			n/a			96.5	%		97.1	%
Princeton/East Brunswick, NJ		n/a			n/a			79.9	%		81.8	%		79.9	%		81.8	%
Greater San Francisco		92.6	%		89.9	%		78.2	%		94.7	%		88.3	%		91.3	%

Total Portfolio		95.8	%		95.4	%		86.1	%		89.5	%		91.9	%		93.0	%

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

(3)	Does not include data for leases expiring in a particular year when leases for the same space have already been signed with a replacement tenant with a future commencement date. In those cases, the data is included in the year in which the future lease expires.

(4)	Includes 774,467 square feet of leased premises in properties under development.

Boston Properties, Inc.

Second Quarter 2011

IN-SERVICE BOSTON REGION PROPERTIES

Lease Expirations - Boston Region (1) (2) (3) (4)


	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
2011		310,797	$	9,099,313	$	29.28	$	9,235,591	$	29.72			36,528	$	310,552	$	8.50	$	310,552	$	8.50
2012		770,044		28,250,912		36.69		28,470,188		36.97			—		—		—		—		—
2013		732,175		32,327,721		44.15		32,604,586		44.53			—		—		—		—		—
2014		1,125,478		42,964,783		38.17		44,712,688		39.73			97,362		2,120,067		21.78		2,120,067		21.78
2015		1,457,368		62,770,504		43.07		65,300,982		44.81			—		—		—		—		—
2016		748,958		26,708,882		35.66		29,265,193		39.07			225,532		19,104,955		84.71		19,104,955		84.71
2017		451,256		18,548,805		41.10		20,625,195		45.71			—		—		—		—		—
2018		204,522		9,666,436		47.26		10,613,214		51.89			—		—		—		—		—
2019		633,550		28,236,553		44.57		30,640,788		48.36			—		—		—		—		—
2020		212,859		9,464,467		44.46		10,450,406		49.10			183,486		3,771,115		20.55		3,771,115		20.55
Thereafter		3,165,499		152,249,677		48.10		179,142,748		56.59			80,000		1,677,024		20.96		1,837,024		22.96

	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
2011		13,220	$	2,074,480	$	156.92	$	2,104,480	$	159.19	(5)		360,545	$	11,484,345	$	31.85	$	11,650,623	$	32.31
2012		13,061		2,100,584		160.83		2,049,384		156.91			783,105		30,351,495		38.76		30,519,572		38.97
2013		31,392		3,650,236		116.28		3,642,636		116.04			763,567		35,977,958		47.12		36,247,223		47.47
2014		16,497		2,481,538		150.42		2,529,932		153.36			1,239,337		47,566,388		38.38		49,362,687		39.83
2015		73,046		5,535,024		75.77		5,555,314		76.05			1,530,414		68,305,528		44.63		70,856,296		46.30
2016		15,845		1,900,434		119.94		1,966,307		124.10			990,335		47,714,271		48.18		50,336,455		50.83	(6)
2017		44,699		2,700,811		60.42		2,867,296		64.15			495,955		21,249,617		42.85		23,492,492		47.37
2018		173,845		7,178,973		41.30		7,426,313		42.72			378,367		16,845,409		44.52		18,039,526		47.68
2019		16,885		2,180,068		129.11		2,414,241		142.98			650,435		30,416,621		46.76		33,055,029		50.82
2020		52,089		2,993,249		57.46		3,474,013		66.69			448,434		16,228,831		36.19		17,695,533		39.46
Thereafter		276,690		10,459,967		37.80		11,978,761		43.29			3,522,189		164,386,668		46.67		192,958,533		54.78

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

(3)	Does not include data for leases expiring in a particular year when leases for the same space have already been signed with a replacement tenant with a future commencement date. In those cases, the data is included in the year in which the future lease expires.

(4)	Includes 528,407 square feet of leased premises in properties under development.

(5)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $93.33 per square foot and $93.33 per square foot, respectively, in 2011.

(6)	Includes 225,532 square feet of research/laboratory space, excluding the research/laboratory space current and future expiring rents would be $37.73 per square foot and $40.63 per square foot, respectively, in 2016.

Boston Properties, Inc.

Second Quarter 2011

IN-SERVICE BOSTON REGION PROPERTIES

Quarterly Lease Expirations - Boston Region (1) (2) (3)


	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 2011		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2011		52,287		1,367,097		26.15		1,367,097		26.15	(4)		—		—		—		—		—
Q3 2011		138,134		4,485,381		32.47		4,621,659		33.46			36,528		310,552		8.50		310,552		8.50
Q4 2011		120,376		3,246,835		26.97		3,246,835		26.97			—		—		—		—		—

Total 2011		310,797	$	9,099,313	$	29.28	$	9,235,591	$	29.72			36,528	$	310,552.32	$	8.50	$	310,552.32	$	8.50


Q1 2012		185,641	$	7,200,383	$	38.79	$	7,290,182	$	39.27			—	$	—	$	—	$	—	$	—
Q2 2012		193,132		6,828,639		35.36		6,841,510		35.42			—		—		—		—		—
Q3 2012		124,794		3,994,300		32.01		4,054,435		32.49			—		—		—		—		—
Q4 2012		266,477		10,227,590		38.38		10,284,062		38.59			—		—		—		—		—

Total 2012		770,044	$	28,250,912	$	36.69	$	28,470,188	$	36.97			—	$	—	$	—	$	—	$	—


	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 2011		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—			52,287		1,367,097		26.15		1,367,097		26.15	(4)
Q3 2011		1,760		785,882		446.52		785,882		446.52			176,422		5,581,815		31.64		5,718,093		32.41
Q4 2011		11,460		1,288,598		112.44		1,318,598		115.06			131,836		4,535,433		34.40		4,565,433		34.63

Total 2011		13,220	$	2,074,480	$	156.92	$	2,104,480	$	159.19	(5)		360,545	$	11,484,345	$	31.85	$	11,650,623	$	32.31


Q1 2012		10,470	$	1,731,327	$	165.36	$	1,680,127	$	160.47			196,111	$	8,931,709	$	45.54	$	8,970,308	$	45.74
Q2 2012		801		59,200		73.91		59,200		73.91			193,933		6,887,839		35.52		6,900,710		35.58
Q30 2012		—		—		—		—		—			124,794		3,994,300		32.01		4,054,435		32.49
Q4 2012		1,790		310,057		173.22		310,057		173.22			268,267		10,537,647		39.28		10,594,119		39.49

Total 2012		13,061	$	2,100,584	$	160.83	$	2,049,384	$	156.91			783,105	$	30,351,495	$	38.76	$	30,519,572	$	38.97

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

(3)	Does not include data for leases expiring in a particular year when leases for the same space have already been signed with a replacement tenant with a future commencement date. In those cases, the data is included in the year in which the future lease expires.

(4)	Represents leases that were occupied as of and expired on 6/30/2011

(5)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $93.33 per square foot and $93.33 per square foot, respectively, in 2011.

Boston Properties, Inc.

Second Quarter 2011

IN-SERVICE WASHINGTON REGION PROPERTIES

Lease Expirations - Washington Region (1) (2) (3) (4)


	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
2011		404,240	$	17,941,037	$	44.38	$	17,941,037	$	44.38	(6)		90,848	$	1,658,216	$	18.25	$	1,658,216	$	18.25
2012		1,087,516		53,634,200		49.32		54,006,223		49.66	(5)(7)		117,997		2,356,827		19.97		2,409,621		20.42
2013		176,073		9,299,068		52.81		9,513,688		54.03	(5)		7,479		148,998		19.92		152,025		20.33
2014		1,045,211		41,350,679		39.56		48,760,644		46.65			228,020		4,268,145		18.72		4,448,869		19.51
2015		637,441		29,664,394		46.54		32,053,590		50.28			166,224		3,963,741		23.85		4,028,159		24.23
2016		557,934		21,633,334		38.77		24,318,577		43.59			—		—		—		—		—
2017		914,321		48,710,843		53.28		52,070,963		56.95			—		—		—		—		—
2018		343,837		17,256,024		50.19		20,096,088		58.45			—		—		—		—		—
2019		825,968		39,029,628		47.25		43,682,872		52.89			—		—		—		—		—
2020		1,062,324		45,571,307		42.90		53,895,730		50.73			79,971		1,267,540		15.85		1,267,540		15.85
Thereafter		1,575,881		78,944,070		50.10		99,539,748		63.16			57,321		350,346		6.11		917,136		16.00

	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
2011		1,334	$	7,488	$	5.61	$	7,488	$	5.61			496,422	$	19,606,741	$	39.50	$	19,606,741	$	39.50	(6)
2012		5,050		323,666		64.09		329,212		65.19			1,210,563		56,314,693		46.52		56,745,056		46.87	(7)
2013		8,207		417,814		50.91		429,866		52.38			191,759		9,865,881		51.45		10,095,579		52.65
2014		12,053		642,762		53.33		679,433		56.37			1,285,284		46,261,586		35.99		53,888,946		41.93
2015		28,947		1,419,044		49.02		1,491,250		51.52			832,612		35,047,179		42.09		37,572,998		45.13
2016		25,560		1,246,927		48.78		1,343,606		52.57			583,494		22,880,261		39.21		25,662,183		43.98
2017		24,412		1,086,201		44.49		1,163,965		47.68			938,733		49,797,043		53.05		53,234,928		56.71
2018		44,148		2,367,621		53.63		2,643,423		59.88			387,985		19,623,645		50.58		22,739,511		58.61
2019		29,933		1,268,841		42.39		1,433,507		47.89			855,901		40,298,468		47.08		45,116,379		52.71
2020		17,495		780,853		44.63		900,678		51.48			1,159,790		47,619,700		41.06		56,063,948		48.34
Thereafter		159,079		7,274,923		45.73		9,387,086		59.01			1,792,281		86,569,338		48.30		109,843,970		61.29

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

(3)	Does not include data for leases expiring in a particular year when leases for the same space have already been signed with a replacement tenant with a future commencement date. In those cases, the data is included in the year in which the future lease expires.

(4)	Includes 184,730 square feet of leased premises in properties under development.

(5)

Includes 109,829 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from 2012 and 2013, the current and future expiring rental rate would be $39.73 per square foot and $40.98 per square foot, respectively, for 2012 and $41.45 per square foot and $41.81 per square foot, respectively, for 2013.

(6)	Includes 263,870 square feet of space to be taken out of service for redevelopment, see page 47 for further details.

(7)	Includes 255,244 square feet of space to be taken out of service for redevelopment, see page 47 for further details.

Boston Properties, Inc.

Second Quarter 2011

IN-SERVICE WASHINGTON REGION PROPERTIES

Quarterly Lease Expirations - Washington Region (1) (2) (3)


	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 2011		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2011		41,752		1,956,678		46.86		1,956,678		46.86	(4)		—		—		—		—		—
Q3 2011		322,575		14,269,824		44.24		14,269,824		44.24			59,788		979,842		16.39		979,842		16.39
Q4 2011		39,913		1,714,534		42.96		1,714,534		42.96			31,060		678,374		21.84		678,374		21.84

Total 2011		404,240	$	17,941,037	$	44.38	$	17,941,037	$	44.38			90,848	$	1,658,216	$	18.25	$	1,658,216	$	18.25


Q1 2012		520,301	$	21,585,962	$	41.49	$	21,721,457	$	41.75			13,408	$	286,790	$	21.39	$	286,790	$	21.39
Q2 2012		378,193		23,642,150		62.51		23,658,246		62.56			—		—		—		—		—
Q3 2012		82,923		3,195,752		38.54		3,220,443		38.84			52,050		994,140		19.10		994,140		19.10
Q4 2012		106,099		5,210,335		49.11		5,406,078		50.95			52,539		1,075,898		20.48		1,128,691		21.48

Total 2012		1,087,516	$	53,634,200	$	49.32	$	54,006,223	$	49.66	(5)		117,997	$	2,356,827	$	19.97	$	2,409,621	$	20.42


	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 2011		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—			41,752		1,956,678		46.86		1,956,678		46.86	(4)
Q3 2011		1,334		7,488		5.61		7,488		5.61			383,697		15,257,154		39.76		15,257,154		39.76
Q4 2011		—		—		—		—		—			70,973		2,392,908		33.72		2,392,908		33.72

Total 2011		1,334	$	7,488	$	5.61	$	7,488	$	5.61			496,422	$	19,606,741	$	39.50	$	19,606,741	$	39.50	(6)


Q1 2012		585	$	21,882	$	37.41	$	21,882	$	37.41			534,294	$	21,894,634	$	40.98	$	22,030,129	$	41.23
Q2 2012		—		—		—		—		—			378,193		23,642,150		62.51		23,658,246		62.56
Q3 2012		—		—		—		—		—			134,973		4,189,892		31.04		4,214,582		31.23
Q4 2012		4,465		301,784		67.59		307,330		68.83			163,103		6,588,017		40.39		6,842,099		41.95

Total 2012		5,050	$	323,666	$	64.09	$	329,212	$	65.19			1,210,563	$	56,314,693	$	46.52	$	56,745,056	$	46.87	(7)

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

(3)	Does not include data for leases expiring in a particular year when leases for the same space have already been signed with a replacement tenant with a future commencement date. In those cases, the data is included in the year in which the future lease expires.

(4)	Represents leases that were occupied as of and expired on 6/30/2011

(5)	Includes 85,380 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space, current and future expiring rents would be $39.73 per square foot and $40.98 per square foot, respectively, in 2012.

(6)	Includes 263,870 square feet of space to be taken out of service for redevelopment, see page 47 for further details.

(7)	Includes 255,244 square feet of space to be taken out of service for redevelopment, see page 47 for further details.

Boston Properties, Inc.

Second Quarter 2011

IN-SERVICE SAN FRANCISCO REGION PROPERTIES

Lease Expirations - San Francisco Region (1) (2) (3)


	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

2011		400,068	$	22,922,595	$	57.30	$	22,922,718	$	57.30		—	$	—	$	—	$	—	$	—
2012		234,341		11,632,965		49.64		11,697,815		49.92		—		—		—		—		—
2013		511,238		14,292,226		27.96		14,740,012		28.83		—		—		—		—		—
2014		421,692		18,699,860		44.34		18,032,171		42.76		—		—		—		—		—
2015		493,250		19,291,356		39.11		20,729,397		42.03		—		—		—		—		—
2016		1,017,118		43,400,530		42.67		44,824,219		44.07		—		—		—		—		—
2017		291,684		12,567,287		43.09		13,492,320		46.26		—		—		—		—		—
2018		90,123		5,766,564		63.99		5,860,338		65.03		—		—		—		—		—
2019		80,697		3,552,992		44.03		3,875,780		48.03		—		—		—		—		—
2020		455,830		26,431,944		57.99		28,231,202		61.93		—		—		—		—		—
Thereafter		123,377		5,137,462		41.64		6,340,968		51.40		—		—		—		—		—

	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

2011		25,539	$	343,362	$	13.44	$	343,362	$	13.44		425,607	$	23,265,957	$	54.67	$	23,266,080	$	54.67
2012		37,501		1,784,797		47.59		1,904,396		50.78		271,842		13,417,762		49.36		13,602,211		50.04
2013		38,681		2,169,748		56.09		2,215,044		57.26		549,919		16,461,973		29.94		16,955,056		30.83
2014		14,339		834,559		58.20		857,077		59.77		436,031		19,534,419		44.80		18,889,248		43.32
2015		34,639		1,929,372		55.70		1,992,726		57.53		527,889		21,220,728		40.20		22,722,123		43.04
2016		31,596		1,519,404		48.09		1,573,799		49.81		1,048,714		44,919,933		42.83		46,398,019		44.24
2017		13,153		697,190		53.01		788,316		59.93		304,837		13,264,477		43.51		14,280,635		46.85
2018		16,919		873,204		51.61		942,579		55.71		107,042		6,639,767		62.03		6,802,916		63.55
2019		5,642		296,952		52.63		345,624		61.26		86,339		3,849,944		44.59		4,221,404		48.89
2020		13,451		461,231		34.29		507,188		37.71		469,281		26,893,175		57.31		28,738,390		61.24
Thereafter		19,423		1,207,718		62.18		1,098,211		56.54		142,800		6,345,180		44.43		7,439,180		52.10

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

(3)	Does not include data for leases expiring in a particular year when leases for the same space have already been signed with a replacement tenant with a future commencement date. In those cases, the data is included in the year in which the future lease expires.

Boston Properties, Inc.

Second Quarter 2011

IN-SERVICE SAN FRANCISCO REGION PROPERTIES

Quarterly Lease Expirations - San Francisco Region (1) (2) (3)


	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 2011		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2011		5,275		499,330		94.66		499,330		94.66	(4)		—		—		—		—		—
Q3 2011		86,984		7,640,412		87.84		7,640,412		87.84			—		—		—		—		—
Q4 2011		307,809		14,782,853		48.03		14,782,976		48.03			—		—		—		—		—

Total 2011		400,068	$	22,922,595	$	57.30	$	22,922,718	$	57.30			—	$	—	$	—	$	—	$	—


Q1 2012		49,151	$	2,708,962	$	55.12	$	2,708,962	$	55.12			—	$	—	$	—	$	—	$	—
Q2 2012		15,368		668,253		43.48		672,796		43.78			—		—		—		—		—
Q3 2012		118,731		5,858,045		49.34		5,876,139		49.49			—		—		—		—		—
Q4 2012		51,091		2,397,705		46.93		2,439,918		47.76			—		—		—		—		—

Total 2012		234,341	$	11,632,965	$	49.64	$	11,697,815	$	49.92			—	$	—	$	—	$	—	$	—


	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 2011		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—			5,275		499,330		94.66		499,330		94.66	(4)
Q3 2011		180		27,073		150.41		27,073		150.41			87,164		7,667,485		87.97		7,667,485		87.97
Q4 2011		25,359		316,289		12.47		316,289		12.47			333,168		15,099,142		45.32		15,099,265		45.32

Total 2011		25,539	$	343,362	$	13.44	$	343,362	$	13.44			425,607	$	23,265,957	$	54.67	$	23,266,080	$	54.67


Q1 2012		1,641	$	193,003	$	117.61	$	193,003	$	117.61			50,792	$	2,901,966	$	57.13	$	2,901,966		57.13
Q2 2012		5,101		288,859		56.63		315,979		61.94			20,469		957,112		46.76		988,774		48.31
Q3 2012		11,005		852,935		77.50		940,080		85.42			129,736		6,710,980		51.73		6,816,219		52.54
Q4 2012		19,754		450,000		22.78		455,334		23.05			70,845		2,847,705		40.20		2,895,252		40.87

Total 2012		37,501	$	1,784,797	$	47.59	$	1,904,396	$	50.78			271,842	$	13,417,762	$	49.36	$	13,602,211	$	50.04

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

(3)	Does not include data for leases expiring in a particular year when leases for the same space have already been signed with a replacement tenant with a future commencement date. In those cases, the data is included in the year in which the future lease expires.

(4)	Represents leases that were occupied as of and expired on 6/30/2011

Boston Properties, Inc.

Second Quarter 2011

IN-SERVICE NEW YORK REGION PROPERTIES

Lease Expirations - New York Region (1) (2) (3) (4)


	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

2011		103,120	$	8,733,100	$	84.69	$	8,784,110	$	85.18		—	$	—	$	—	$	—	$	—
2012		416,676		33,751,955		81.00		33,834,817		81.20		—		—		—		—		—
2013		143,427		13,018,910		90.77		13,041,433		90.93		—		—		—		—		—
2014		210,809		17,871,059		84.77		18,111,677		85.92		—		—		—		—		—
2015		388,211		39,591,682		101.98		42,959,843		110.66		—		—		—		—		—
2016		719,007		59,396,684		82.61		60,373,711		83.97		—		—		—		—		—
2017		1,509,559		133,935,241		88.72		147,490,016		97.70		—		—		—		—		—
2018		172,326		21,763,003		126.29		23,465,325		136.17		—		—		—		—		—
2019		1,018,587		82,061,279		80.56		88,960,348		87.34		—		—		—		—		—
2020		1,308,154		98,036,465		74.94		106,637,282		81.52		—		—		—		—		—
Thereafter		2,386,875		192,354,440		80.59		228,947,707		95.92		—		—		—		—		—

	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

2011		1,913	$	462,003	$	241.51	$	462,003	$	241.51		105,033	$	9,195,103	$	87.54	$	9,246,113	$	88.03
2012		2,304		216,569		94.00		218,122		94.67		418,980		33,968,524		81.07		34,052,939		81.28
2013		1,682		179,122		106.49		188,360		111.99		145,109		13,198,032		90.95		13,229,792		91.17
2014		11,018		1,359,740		123.41		1,453,314		131.90		221,827		19,230,799		86.69		19,564,991		88.20
2015		9,988		4,591,251		459.68		5,361,298		536.77		398,199		44,182,934		110.96		48,321,141		121.35
2016		103,626		17,193,143		165.92		17,969,015		173.40		822,633		76,589,826		93.10		78,342,727		95.23
2017		61,793		6,475,636		104.80		13,542,619		219.16		1,571,352		140,410,877		89.36		161,032,635		102.48
2018		—		—		—		—		—		172,326		21,763,003		126.29		23,465,325		136.17
2019		3,877		350,856		90.50		436,740		112.65		1,022,464		82,412,135		80.60		89,397,087		87.43
2020		4,928		417,954		84.81		549,729		111.55		1,313,082		98,454,419		74.98		107,187,010		81.63
Thereafter		99,269		14,835,183		149.44		19,158,807		193.00		2,486,144		207,189,623		83.34		248,106,514		99.80

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

(3)	Does not include data for leases expiring in a particular year when leases for the same space have already been signed with a replacement tenant with a future commencement date. In those cases, the data is included in the year in which the future lease expires.

(4)	Includes 52,661 square feet of leased premises in properties under development.

Boston Properties, Inc.

Second Quarter 2011

IN-SERVICE NEW YORK PROPERTIES

Quarterly Lease Expirations - New York Region (1) (2) (3)


	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 2011		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2011		4,786		245,303		51.25		245,303		51.25	(4)		—		—		—		—		—
Q3 2011		41,033		2,740,480		66.79		2,740,480		66.79			—		—		—		—		—
Q4 2011		57,301		5,747,317		100.30		5,798,327		101.19			—		—		—		—		—

Total 2011		103,120	$	8,733,100	$	84.69	$	8,784,110	$	85.18			—	$	—	$	—	$	—	$	—


Q1 2012		28,130	$	1,831,760	$	65.12	$	1,831,760	$	65.12			—	$	—	$	—	$	—	$	—
Q2 2012		175,905		11,655,908		66.26		11,738,771		66.73			—		—		—		—		—
Q3 2012		181,887		17,808,730		97.91		17,808,730		97.91			—		—		—		—		—
Q4 2012		30,754		2,455,557		79.85		2,455,557		79.85			—		—		—		—		—

Total 2012		416,676	$	33,751,955	$	81.00	$	33,834,817	$	81.20			—	$	—	$	—	$	—	$	—


	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 2011		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—			4,786		245,303		51.25		245,303		51.25	(4)
Q3 2011		1,605		438,003		272.90		438,003		272.90			42,638		3,178,483		74.55		3,178,483		74.55
Q4 2011		308		24,000		77.92		24,000		77.92			57,609		5,771,317		100.18		5,822,327		101.07

Total 2011		1,913	$	462,003	$	241.51	$	462,003	$	241.51			105,033	$	9,195,103	$	87.54	$	9,246,113	$	88.03


Q1 2012		1,300	$	114,000	$	87.69	$	114,000	$	87.69			29,430	$	1,945,760	$	66.11	$	1,945,760	$	66.11
Q2 2012		243		51,251		210.91		51,251		210.91			176,148		11,707,159		66.46		11,790,022		66.93
Q3 2012		350		24,808		70.88		24,808		70.88			182,237		17,833,538		97.86		17,833,538		97.86
Q4 2012		411		26,511		64.50		28,063		68.28			31,165		2,482,067		79.64		2,483,620		79.69

Total 2012		2,304	$	216,569	$	94.00	$	218,122	$	94.67			418,980	$	33,968,524	$	81.07	$	34,052,939	$	81.28

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

(3)	Does not include data for leases expiring in a particular year when leases for the same space have already been signed with a replacement tenant with a future commencement date. In those cases, the data is included in the year in which the future lease expires.

(4)	Represents leases that were occupied as of and expired on 6/30/2011

Boston Properties, Inc.

Second Quarter 2011

IN-SERVICE PRINCETON/EAST BRUNSWICK PROPERTIES

Lease Expirations - Princeton/East Brunswick (1) (2) (3)


	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

2011		157,593	$	5,452,347	$	34.60	$	5,439,879	$	34.52		—	$	—	$	—	$	—	$	—
2012		37,313		1,212,107		32.48		1,210,695		32.45		—		—		—		—		—
2013		227,251		7,688,398		33.83		7,709,978		33.93		—		—		—		—		—
2014		701,941		23,157,164		32.99		23,766,315		33.86		—		—		—		—		—
2015		190,584		5,904,207		30.98		6,206,381		32.57		—		—		—		—		—
2016		72,026		2,321,087		32.23		2,456,454		34.11		—		—		—		—		—
2017		162,499		5,547,181		34.14		5,792,006		35.64		—		—		—		—		—
2018		10,903		308,010		28.25		340,719		31.25		—		—		—		—		—
2019		148,760		4,075,800		27.40		4,971,240		33.42		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
Thereafter		227,082		7,919,754		34.88		8,763,193		38.59		—		—		—		—		—

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

2011		—	$	—	$	—	$	—	$	—		157,593	$	5,452,347	$	34.60	$	5,439,879	$	34.52
2012		—		—		—		—		—		37,313		1,212,107		32.48		1,210,695		32.45
2013		—		—		—		—		—		227,251		7,688,398		33.83		7,709,978		33.93
2014		—		—		—		—		—		701,941		23,157,164		32.99		23,766,315		33.86
2015		—		—		—		—		—		190,584		5,904,207		30.98		6,206,381		32.57
2016		—		—		—		—		—		72,026		2,321,087		32.23		2,456,454		34.11
2017		—		—		—		—		—		162,499		5,547,181		34.14		5,792,006		35.64
2018		—		—		—		—		—		10,903		308,010		28.25		340,719		31.25
2019		—		—		—		—		—		148,760		4,075,800		27.40		4,971,240		33.42
2020		—		—		—		—		—		—		—		—		—		—
Thereafter		—		—		—		—		—		227,082		7,919,754		34.88		8,763,193		38.59
		—		—		—		—		—

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

(3)	Does not include data for leases expiring in a particular year when leases for the same space have already been signed with a replacement tenant with a future commencement date. In those cases, the data is included in the year in which the future lease expires.

Boston Properties, Inc.

Second Quarter 2011

IN-SERVICE PRINCETON/EAST BRUNSWICK PROPERTIES

Quarterly Lease Expirations - Princeton/East Brunswick (1) (2) (3)


	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 2011		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—		—		—		—		—		—
Q3 2011		123,069		4,277,865		34.76		4,265,397		34.66		—		—		—		—		—
Q4 2011		34,524		1,174,482		34.02		1,174,482		34.02		—		—		—		—		—

Total 2011		157,593	$	5,452,347	$	34.60	$	5,439,879	$	34.52		—	$	—	$	—	$	—	$	—


Q1 2012		5,500	$	194,260	$	35.32	$	194,260	$	35.32		—	$	—	$	—	$	—	$	—
Q2 2012		21,501		665,621		30.96		665,621		30.96		—		—		—		—		—
Q3 2012		9,436		325,288		34.47		323,876		34.32		—		—		—		—		—
Q4 2012		876		26,937		30.75		26,937		30.75		—		—		—		—		—

Total 2012		37,313	$	1,212,107	$	32.48	$	1,210,695	$	32.45		—	$	—	$	—	$	—	$	—


	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 2011		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—		—		—		—		—		—
Q3 2011		—		—		—		—		—		123,069		4,277,865		34.76		4,265,397		34.66
Q4 2011		—		—		—		—		—		34,524		1,174,482		34.02		1,174,482		34.02

Total 2011		—	$	—	$	—	$	—	$	—		157,593	$	5,452,347	$	34.60	$	5,439,879	$	34.52


Q1 2012		—	$	—	$	—	$	—	$	—		5,500	$	194,260	$	35.32	$	194,260	$	35.32
Q2 2012		—		—		—		—		—		21,501		665,621		30.96		665,621		30.96
Q3 2012		—		—		—		—		—		9,436		325,288		34.47		323,876		34.32
Q4 2012		—		—		—		—		—		876		26,937		30.75		26,937		30.75

Total 2012		—	$	—	$	—	$	—	$	—		37,313	$	1,212,107	$	32.48	$	1,210,695	$	32.45

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

(3)	Does not include data for leases expiring in a particular year when leases for the same space have already been signed with a replacement tenant with a future commencement date. In those cases, the data is included in the year in which the future lease expires.

Boston Properties, Inc.

Second Quarter 2011

CBD PROPERTIES

Lease Expirations (1) (2) (3) (4)


	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

2011		65,621	$	4,114,380	$	62.70	$	4,144,380	$	63.16	(5)		37,549	$	2,095,548	$	55.81	$	2,095,548	$	55.81
2012		197,910		10,861,359		54.88		10,913,904		55.15			165,239		7,307,380		44.22		7,326,192		44.34
2013		410,223		24,421,702		59.53		24,451,090		59.60			37,315		1,899,358		50.90		1,966,140		52.69
2014		961,939		39,178,520		40.73		40,750,251		42.36			592,106		23,964,372		40.47		30,267,549		51.12
2015		938,749		50,794,989		54.11		51,716,071		55.09			353,926		19,846,399		56.07		21,280,120		60.13
2016		482,111		31,966,287		66.30		32,381,666		67.17	(6)		63,647		3,107,376		48.82		3,408,467		53.55
2017		219,613		12,682,314		57.75		14,481,964		65.94			819,638		44,855,679		54.73		47,439,992		57.88
2018		311,768		14,977,498		48.04		15,758,641		50.55			93,634		5,753,957		61.45		6,483,629		69.24
2019		385,632		19,570,090		50.75		21,240,112		55.08			407,130		22,303,346		54.78		25,935,629		63.70
2020		264,948		12,457,716		47.02		13,924,418		52.56			486,504		22,739,983		46.74		28,178,673		57.92
Thereafter		2,446,278		128,191,327		52.40		154,908,889		63.32			950,127		51,815,165		54.53		66,708,765		70.21

	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

2011		105,033	$	9,195,103	$	87.54	$	9,246,113	$	88.03			242,702	$	17,930,638	$	73.88	$	17,930,761	$	73.88
2012		418,980		33,968,524		81.07		34,052,939		81.28			233,299		12,081,364		51.78		12,235,453		52.45
2013		145,109		13,198,032		90.95		13,229,792		91.17			237,632		11,479,776		48.31		11,704,101		49.25
2014		221,827		19,230,799		86.69		19,564,991		88.20			276,414		13,932,251		50.40		13,095,540		47.38
2015		398,199		44,182,934		110.96		48,321,141		121.35			285,074		13,369,466		46.90		14,029,884		49.21
2016		822,633		76,589,826		93.10		78,342,727		95.23			910,289		41,386,772		45.47		42,411,821		46.59
2017		1,571,352		140,410,877		89.36		161,032,635		102.48			211,316		10,069,015		47.65		10,465,087		49.52
2018		172,326		21,763,003		126.29		23,465,325		136.17			107,042		6,639,767		62.03		6,802,916		63.55
2019		1,022,464		82,412,135		80.60		89,397,087		87.43			86,339		3,849,944		44.59		4,221,404		48.89
2020		1,313,082		98,454,419		74.98		107,187,010		81.63			469,281		26,893,175		57.31		28,738,390		61.24
Thereafter		2,486,144		207,189,623		83.34		248,106,514		99.80			142,800		6,345,180		44.43		7,439,180		52.10



	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

2011		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
2012		—		—		—		—		—		—		—		—		—		—
2013		—		—		—		—		—		—		—		—		—		—
2014		—		—		—		—		—		—		—		—		—		—
2015		—		—		—		—		—		—		—		—		—		—
2016		—		—		—		—		—		—		—		—		—		—
2017		—		—		—		—		—		—		—		—		—		—
2018		—		—		—		—		—		—		—		—		—		—
2019		—		—		—		—		—		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
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 properties owned by the Value-Added Fund, residential units and hotel.

(3)	Does not include data for leases expiring in a particular year when leases for the same space have already been signed with a replacement tenant with a future commencement date. In those cases, the data is included in the year in which the future lease expires.

(4)	Includes 774,467 square feet of leased premised in properties under development.

(5)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $48.85 per square foot and $48.85 per square foot, respectively, in 2011.

(6)	Includes 225,532 square feet of research/laboratory space. Excluding the research/laboratory space, current and future expiring rents would be $51.38 per square foot and $51.38 per square foot, respectively, in 2016.

Boston Properties, Inc.

Second Quarter 2011

SUBURBAN PROPERTIES

Lease Expirations (1) (2) (3)


	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

2011		294,924	$	7,369,966	$	24.99	$	7,506,244	$	25.45		458,873	$	17,511,193	$	38.16	$	17,511,193	$	38.16	(5)
2012		585,195		19,490,136		33.31		19,605,668		33.50		1,045,324		49,007,313		46.88		49,418,864		47.28	(4)(6)
2013		353,344		11,556,256		32.71		11,796,133		33.38		154,444		7,966,522		51.58		8,129,439		52.64	(4)
2014		277,398		8,387,869		30.24		8,612,436		31.05		693,178		22,297,214		32.17		23,621,398		34.08
2015		591,665		17,510,538		29.60		19,140,225		32.35		478,686		15,200,780		31.76		16,292,878		34.04
2016		508,224		15,747,984		30.99		17,954,789		35.33		519,847		19,772,885		38.04		22,253,716		42.81
2017		276,342		8,567,302		31.00		9,010,528		32.61		119,095		4,941,364		41.49		5,794,936		48.66
2018		66,599		1,867,911		28.05		2,280,886		34.25		294,351		13,869,688		47.12		16,255,882		55.23
2019		264,803		10,846,531		40.96		11,814,917		44.62		448,771		17,995,123		40.10		19,180,749		42.74
2020		183,486		3,771,115		20.55		3,771,115		20.55		673,286		24,879,717		36.95		27,885,275		41.42
Thereafter		1,075,911		36,195,341		33.64		38,049,643		35.37		842,154		34,754,174		32.30		43,135,205		51.22

	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

2011		—	$	—	$	—	$	—	$	—		182,905	$	5,335,319	$	29.17	$	5,335,319	$	29.17
2012		—		—		—		—		—		38,543		1,336,398		34.67		1,366,758		35.46
2013		—		—		—		—		—		312,287		4,982,197		15.95		5,250,955		16.81
2014		—		—		—		—		—		159,617		5,602,168		35.10		5,793,708		36.30
2015		—		—		—		—		—		242,815		7,851,261		32.33		8,692,239		35.80
2016		—		—		—		—		—		138,425		3,533,161		25.52		3,986,197		28.80
2017		—		—		—		—		—		93,521		3,195,462		34.17		3,815,548		40.80
2018		—		—		—		—		—		—		—		—		—		—
2019		—		—		—		—		—		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
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

2011		157,593	$	5,452,347	$	34.60	$	5,439,879	$	34.52		—	$	—	$	—	$	—	$	—
2012		37,313		1,212,107		32.48		1,210,695		32.45		—		—		—		—		—
2013		227,251		7,688,398		33.83		7,709,978		33.93		—		—		—		—		—
2014		701,941		23,157,164		32.99		23,766,315		33.86		—		—		—		—		—
2015		190,584		5,904,207		30.98		6,206,381		32.57		—		—		—		—		—
2016		72,026		2,321,087		32.23		2,456,454		34.11		—		—		—		—		—
2017		162,499		5,547,181		34.14		5,792,006		35.64		—		—		—		—		—
2018		10,903		308,010		28.25		340,719		31.25		—		—		—		—		—
2019		148,760		4,075,800		27.40		4,971,240		33.42		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
Thereafter		227,082		7,919,754		34.88		8,763,193		38.59		—		—		—		—		—

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

(3)	Does not include data for leases expiring in a particular year when leases for the same space have already been signed with a replacement tenant with a future commencement date. In those cases, the data is included in the year in which the future lease expires.

(4)

Includes 109,829 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from 2012 and 2013, the current and future expiring rental rate would be $36.84 per square foot and $37.46 per square foot, respectively, for 2012 and $34.80 per square foot and $35.67 per square foot, respectively, for 2013.

(5)	Includes 267,870 square feet of space to be taken out of service for redevelopment, see page 47 for further details.

(6)	Includes 255,244 square feet of space to be taken out of service for redevelopment, see page 47 for further details.

Boston Properties, Inc.

Second Quarter 2011

HOTEL PERFORMANCE

Cambridge Center Marriott


	Second Quarter 2011			Second Quarter 2010			Percent Change			Year to Date 2011			Year to Date 2010			Percent Change

Occupancy		85.5	%		82.4	%		3.8	%		77.4	%		78.4	%		-1.3	%
Average Daily Rate	$	223.11		$	209.16			6.7	%	$	201.17		$	183.18			9.8	%
Revenue per available room	$	190.78		$	172.39			10.7	%	$	155.61		$	143.63			8.3	%

RESIDENTIAL PERFORMANCE

Residences on The Avenue

located at 2221 I Street, NW Washington, DC


	June 30, 2011			June 30, 2010		Percent Change		Year to Date 2011			Year to Date 2010		Percent Change

Average Rental Rate (1)	$	3,219			N/A		N/A	$	3,219			N/A		N/A
Physical Occupancy (1) (2)		26.0	%		N/A		N/A		26.0	%		N/A		N/A
Economic Occupancy (2) (3)		19.3	%		N/A		N/A		19.3	%		N/A		N/A
Net Operating Income (Loss) (4)	($	147,000	)		N/A		N/A	($	147,000	)		N/A		N/A

(1)	Excludes 50,000 square feet of retail space.

(2)	For disclosures related to our definition of Physical and Economic Occupancy, see page 51.

(3)	Represents the economic occupancy for June 2011 as the building was placed in service during May 2011.

(4)	Includes 50,000 square feet of retail space, which had revenue of approximately $164,000 for the quarter ended June 30, 2011.

OCCUPANCY ANALYSIS

Same Property Occupancy ⁽¹⁾ - By Location


	CBD						Suburban						Total
Location	30-Jun-11			30-Jun-10			30-Jun-11			30-Jun-10			30-Jun-11			30-Jun-10

Greater Boston		94.4	%		93.8	%		87.0	%		81.1	%		91.1	%		87.9	%
Greater Washington		97.7	%		98.3	%		94.0	%		97.0	%		95.6	%		97.5	%
Midtown Manhattan		96.5	%		97.1	%		n/a			n/a			96.5	%		97.1	%
Princeton/East Brunswick, NJ		n/a			n/a			79.9	%		80.8	%		79.9	%		80.8	%
Greater San Francisco		92.6	%		89.9	%		78.2	%		94.7	%		88.3	%		91.3	%

Total Portfolio		95.6	%		95.4	%		87.5	%		88.9	%		92.5	%		92.9	%

Same Property Occupancy ⁽¹⁾ - By Type of Property


	CBD						Suburban						Total
	30-Jun-11			30-Jun-10			30-Jun-11			30-Jun-10			30-Jun-11			30-Jun-10

Total Office Portfolio		95.6	%		95.3	%		87.5	%		89.8	%		92.5	%		93.3	%
Total Office/Technical Portfolio		100.0	%		100.0	%		84.1	%		81.0	%		87.1	%		84.6	%

Total Portfolio		95.7	%		95.4	%		87.2	%		88.9	%		92.3	%		92.9	%

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

Boston Properties, Inc.

Second Quarter 2011

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office			Office/Technical			Hotel (1)			Total
Number of Properties		118			19			1			138
Square feet		33,771,977			1,591,925			330,400			35,694,302
Percent of in-service properties		91.8	%		100.0	%		100.0	%		92.2	%
Occupancy @ 6/30/2010		93.3	%		84.6	%		—			92.9	%
Occupancy @ 6/30/2011		92.5	%		87.1	%		—			92.3	%
Percent change from 2nd quarter 2011 over 2nd quarter 2010 (2):
Rental revenue		1.6	%		0.7	%		6.4	%
Operating expenses and real estate taxes		1.4	%		11.6	%		3.2	%
Consolidated Net Operating Income (3) - excluding hotel											1.6	% (2)
Consolidated Net Operating Income (3) - Hotel											14.9	% (2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)											-2.6	% (2)
Portfolio Net Operating Income (3)											0.8	%

Rental revenue - cash basis		7.0	%		0.1	%		6.3	%
Consolidated Net Operating Income (3) - cash basis (5) excluding hotel		10.3	%		-4.1	%					9.7	% (2)
Consolidated Net Operating Income (3) - cash basis (5) - Hotel											14.8	% (2)
Net Operating Income - cash basis (5) - BXP’s share of unconsolidated joint ventures											1.1	% (2)
Portfolio Net Operating Income (3) - cash basis (5)											8.5	%

Same Property Lease Analysis - quarter ended June 30, 2011


	Office			Office/Technical			Total
Vacant space available @ 4/1/2011 (sf)		2,614,803			204,313			2,819,116
Square footage of leases expiring or terminated 4/1/2011-6/30/2011		637,664			883			638,547

Total space for lease (sf)		3,252,467			205,196			3,457,663

New tenants (sf)		404,619			—			404,619
Renewals (sf)		325,724			—			325,724

Total space leased (sf)		730,343			—			730,343

Space available @ 6/30/2011 (sf)		2,522,124			205,196			2,727,320

Net (increase)/decrease in available space (sf)		92,679			(883	)		91,796
2nd generation Average lease term (months)		65			—			65
2nd generation Average free rent (days)		76			—			76
2nd generation TI/Comm PSF	$	22.42		$	—		$	22.42
Increase (decrease) in 2nd generation gross rents (6)		2.64	%		0.00	%		2.64	%
Increase (decrease) in 2nd generation net rents (6)		3.57	%		0.00	%		3.57	%

(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 520,934 square feet.

Boston Properties, Inc.

Second Quarter 2011

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	June 30, 2011			June 30, 2010
	*(in thousands)*

Net income (loss) attributable to Boston Properties, Inc.	$	60,214		$	61,412
Net income (loss) attributable to noncontrolling interests:
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership		—			125
Noncontrolling interest - common units of the Operating Partnership		8,179			9,250
Noncontrolling interest - redeemable preferred units of the Operating Partnership		842			836
Noncontrolling interests in property partnerships		503			864
Gains on sales of real estate		—			(969	)

Income (loss) from continuing operations		69,738			71,518

Add:
Losses from early extinguishment of debt		—			6,051
Interest expense		95,236			96,755
Gains (losses) from investments in securities		(6	)		678
Depreciation and amortization		111,080			81,400
Acquisition costs		13			—
General and administrative expense		20,069			17,648

Subtract:
Income from unconsolidated joint ventures		(8,882	)		(7,465	)
Interest and other income		(1,953	)		(2,117	)
Development and management services income		(9,098	)		(18,884	)

Consolidated Net Operating Income		276,197			245,584
Net Operating Income from unconsolidated joint ventures (BXP’s share) (1)		58,405			61,655

Combined Net Operating Income		334,602			307,239
Subtract:
Net Operating Income from Value-Added Fund (BXP’s share)		(1,247	)		(1,109	)

Portfolio Net Operating Income	$	333,355		$	306,131


Same Property Net Operating Income		303,792			301,247
Net operating income from non Same Properties (2)		29,341			728
Termination income		231			4,156
Termination income from Value-Added Fund (BXP’s share)		(9	)		—

Portfolio Net Operating Income	$	333,355		$	306,131


Same Property Net Operating Income		303,792			301,247
Less straight-line rent and fair value lease revenue		26,896			46,127

Same Property Net Operating Income - cash basis	$	276,896		$	255,120

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

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

Boston Properties, Inc.

Second Quarter 2011

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-11		30-Jun-10		$ Change			% Change			30-Jun-11		30-Jun-10			$ Change			% Change

Rental Revenue		357,194		353,602								11,627	$	11,549
Less Termination Income		222		2,346								—		—


Rental revenue - subtotal		356,972		351,256	$	5,716			1.6	%		11,627		11,549		$	78			0.7	%

Operating expenses and real estate taxes		121,160		119,481		1,679			1.4	%		3,426		3,070			356			11.6	%


Net Operating Income (1)	$	235,812	$	231,775	$	4,037			1.7	%	$	8,200	$	8,479		$	(279	)		-3.3	%


Rental revenue - subtotal	$	356,972	$	351,256							$	11,627	$	11,549

Less straight line rent and fair value lease revenue		6,665		24,006		(17,341	)		-72.2	%		71		6			65			1083.3	%


Rental revenue - cash basis		350,307		327,250		23,057			7.0	%		11,556		11,543			13			0.1	%

Less:
Operating expenses and real estate taxes		121,160		119,481		1,679			1.4	%		3,426		3,070			356			11.6	%


Net Operating Income (2) - cash basis	$	229,147	$	207,769	$	21,378			10.3	%	$	8,129	$	8,473		$	(344	)		-4.1	%


	Sub-Total										Hotel
	For the three months ended				$ Change			% Change			For the three months ended					$			%
	30-Jun-11		30-Jun-10		$ Change			% Change			30-Jun-11		30-Jun-10			Change			Change

Rental Revenue	$	368,821	$	365,151							$	8,904	$	8,371
Less Termination Income		222		2,346								—		—


Rental revenue - subtotal		368,599		362,805	$	5,793			1.6	%		8,904		8,371		$	533			6.4	%

Operating expenses and real estate taxes		124,587		122,551		2,035			1.7	%		6,281		6,089			192			3.2	%


Net Operating Income (1)	$	244,012	$	240,254	$	3,758			1.6	%	$	2,623	$	2,282		$	341			14.9	%


Rental revenue - subtotal	$	368,599	$	362,805							$	8,904	$	8,371

Less straight line rent and fair value lease revenue		6,736		24,012		(17,276	)		-71.9	%		3		(1	)		4			-400.0	%


Rental revenue - cash basis		361,863		338,793		23,069			6.8	%		8,901		8,372			529			6.3	%

Less:
Operating expenses and real estate taxes		124,587		122,551		2,035			1.7	%		6,281		6,089			192			3.2	%


Net Operating Income (2) - cash basis	$	237,276	$	216,242	$	21,034			9.7	%	$	2,620	$	2,283		$	337			14.8	%


	Unconsolidated Joint Ventures (3)										Total
	For the three months ended				$ Change			% Change			For the three months ended					$ Change			% Change
	30-Jun-11		30-Jun-10		$ Change			% Change			30-Jun-11		30-Jun-10			$ Change			% Change

Rental Revenue		79,569	$	82,383							$	457,294	$	455,905
Less Termination Income		—		1,810								222		4,156


Rental revenue - subtotal		79,569		80,573	$	(1,004	)		-1.2	%		457,072		451,749		$	5,322			1.2	%

Operating expenses and real estate taxes		22,412		21,862		550			2.5	%		153,280		150,502			2,777			1.8	%


Net Operating Income (1)	$	57,157	$	58,711	$	(1,554	)		-2.6	%	$	303,792	$	301,247		$	2,545			0.8	%


Rental revenue - subtotal	$	79,569	$	80,573							$	457,072	$	451,749

Less straight line rent and fair value lease revenue		20,157		22,116		(1,959	)		-8.9	%		26,896		46,127			(19,231	)		-41.7	%


Rental revenue - cash basis		59,412		58,457		955			1.6	%		430,176		405,622			24,553			6.1	%

Less:
Operating expenses and real estate taxes		22,412		21,862		550			2.5	%		153,280		150,502			2,777			1.8	%


Net Operating Income (2) - cash basis	$	37,000	$	36,595	$	405			1.1	%	$	276,896	$	255,120		$	21,776			8.5	%

(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 2011

LEASING ACTIVITY

All In-Service Properties - quarter ended June 30, 2011


	Office			Office/Technical			Total
Vacant space available @ 4/1/2011 (sf)		2,989,673			204,313			3,193,986
Property dispositions/ assets taken out of service (sf)		—			—			—
Property acquisitions (sf)		—			—			—
Assets placed in-service (sf)		478,808			—			478,808
Leases expiring or terminated 4/1/2011-6/30/2011 (sf)		674,227			883			675,110

Total space for lease (sf)		4,142,708			205,196			4,347,904

New tenants (sf)		913,905			—			913,905
Renewals (sf)		325,724			—			325,724

Total space leased (sf)		1,239,629			—			1,239,629	(1)

Space available @ 6/30/2011 (sf)		2,903,079			205,196			3,108,275

Net (increase)/decrease in available space (sf)		86,594			(883	)		85,711
2nd generation Average lease term (months)		64			—			64
2nd generation Average free rent (days)		73			—			73
2nd generation TI/Comm PSF	$	21.87		$	—		$	21.87
Increase (decrease) in 2nd generation gross rents (2)		2.50	%		0.00	%		2.50	%
Increase (decrease) in 2nd generation net rents (3)		3.38	%		0.00	%		3.38	%


	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		97,593		337,193		4.53	%		6.18	%		434,786		438,875
Washington		315,904		251,112		-1.76	%		-2.63	%		567,016		87,763
New York		65,311		98,844		17.18	%		23.81	%		164,155		386,333
San Francisco		—		55,450		-9.44	%		-14.66	%		55,450		195,955
Princeton		—		18,222		-7.57	%		-11.13	%		18,222		56,457

		478,808		760,821		2.50	%		3.38	%		1,239,629		1,165,383

(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 549,339.

(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 549,339.

(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 275,983.

Boston Properties, Inc.

Second Quarter 2011

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q2 2011			Q1 2011		2010			2009		2008

Recurring capital expenditures	$	2,785		$	1,130	$	13,988		$	27,813	$	29,781

Planned non-recurring capital expenditures associated with acquisition properties		731			120		395			865		3,203

Hotel improvements, equipment upgrades and replacements		1,478	(3)		494		2,262	(1)		1,515		2,317	(2)


	$	4,994		$	1,744	$	16,645		$	30,193	$	35,301

2nd Generation Tenant Improvements and Leasing Commissions


	Q2 2011		Q1 2011		2010		2009		2008
Office
Square feet		760,821		1,450,468		4,765,440		3,545,251		2,472,619

Tenant improvement and lease commissions PSF	$	21.87	$	22.78	$	35.77	$	32.59	$	30.17

Office/Technical
Square feet		—		58,770		149,617		115,848		26,388

Tenant improvement and lease commissions PSF	$	—	$	14.28	$	2.14	$	0.13	$	—


Average tenant improvement and lease commissions PSF	$	21.87	$	22.45	$	34.74	$	31.56	$	29.85

(1)	Includes approximately $1,091 of costs related to a façade project at Cambridge Center Marriott

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

(3)	Includes approximately $917 of retail tenant improvements.

Boston Properties, Inc.

Second Quarter 2011

ACQUISITIONS/DISPOSITIONS

as of June 30, 2011

ACQUISITIONS

For the period from January 1, 2011 through June 30, 2011


Property	Date Acquired		Square Feet		Initial Investment		Anticipated Future Investment		Total Investment		Percentage Leased

Bay Colony Corporate Center		Feb-11		966,425	$	185,000,000	$	30,000,000	$	215,000,000		65	%


Total Acquisitions				966,425	$	185,000,000	$	30,000,000	$	215,000,000		65	%

DISPOSITIONS

For the period from January 1, 2011 through June 30, 2011

Property

Date Disposed

Square Feet

Gross
Sales Price

Book Gain

Not Applicable

Total Dispositions

—

Boston Properties, Inc.

Second Quarter 2011

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of June 30, 2011


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, 2011		Estimated Future Equity Requirement (2)			Percentage Leased (3)			Percentage Placed in Service (4)

Office
Atlantic Wharf Office	Q1 2011	Q1 2012	Boston, MA		1		790,000	$	521,698,004	$	552,900,000	$	192,500,000	(5)	$	—	$	(161,298,004	) (5)		90	%		78	%
2200 Pennsylvania Avenue (6)	Q1 2011	Q4 2011	Washington, DC		1		460,000		172,694,847		220,000,000		—			—		47,305,153			89	%		84	%
510 Madison Avenue	Q2 2011	Q4 2012	New York, NY		1		347,000		338,769,428		375,000,000		—			—		36,230,572			39	%		22	%
Annapolis Junction Lot 6 (50% ownership)	Q1 2012	Q3 2013	Annapolis, MD		1		120,000		6,070,661		14,000,000							7,929,339			0	%		0	%
500 North Capitol (30% ownership)	Q4 2012	Q4 2013	Washington, DC		1		232,000		5,895,984		36,540,000		—			—		30,644,016			74	%		0	%
250 West 55th Street (7)	Q2 2014	Q4 2015	New York, NY		1		989,000		482,741,566		1,050,000,000							567,258,434			19	%		0	%


Total Office Properties under Construction					6		2,938,000	$	1,527,870,491	$	2,248,440,000	$	192,500,000		$	—	$	528,069,509			55	%		41	%


Residential
The Lofts at Atlantic Wharf (86 Units) (8)	Q3 2011	Q2 2012	Boston, MA		1		78,000	$	52,127,409	$	47,100,000	$	—		$	—	$	(5,027,409	)		23	%		0	%
Atlantic Wharf -Retail							10,000		—		—		—			—		—			55	%		included above

Residences on The Avenue (335 units) (9)	Q2 2011	Q3 2012	Washington, DC		1		275,000		107,209,728		130,000,000		—			—	$	22,790,272			54	%		58	%
2221 I Street, NW - Retail							50,000		—		—		—			—		—			100	%		included above


Total Residential Properties under Construction					2		413,000	$	159,337,137	$	177,100,000	$	—		$	—	$	17,762,863			54	%		39	%



Total Properties under Construction					8		3,351,000	$	1,687,207,629	$	2,425,540,000	$	192,500,000		$	—	$	545,832,371			55	%		41	%

PROJECTS PLACED IN-SERVICE DURING 2011

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,
2011

Estimated
Future Equity
Requirement (2)

Percentage
Leased

Percentage
Placed in
Service (4)

Total Projects Placed in Service

—

IN-SERVICE PROPERTIES HELD FOR RE-DEVELOPMENT


	Sub Market	Number of Buildings		Existing 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	%	$	8.50	N	S		265,000
Waltham Office Center	Route 128 Mass Turnpike MA		1		67,005		28.4	%		17.39	N	S		414,000
6601 Springfield Center Drive	Fairfax County VA		1		26,388		100.0	%		10.91	N	S		386,000
North First Business Park	San Jose, CA		5		190,636		75.8	%		15.94	N	S		683,000
635 Massachusetts Avenue (future address 601 Mass Ave)	East End Washington DC		1		211,000		100.0	%		28.31	N	CBD		450,000
12300 & 12310 Sunrise Valley (12)	Fairfax County VA		2		519,114		100.0	%		45.07	N	S		523,000

Total Properties held for Re-Development			11		1,076,619		88.9	%	$	34.08				2,721,000

(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 29, 2011.

(4)	Represents the portion of the project which no longer qualifies for capitalization of interest in accordance with GAAP.

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

(6)	Project is subject to a ground lease expiring in 2068.

(7)	Estimated Total Investment includes approximately $230 million of interest capitalization.

(8)	Project cost includes residential and retail components. Estimated Total Investment is net of $12.0 million of net proceeds from the sale of Federal Historical Tax Credits. Investment to date includes $0.7 million received to date.

(9)	Project cost includes residential and retail components and is subject to a ground lease expiring in 2068.

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

(11)	The incremental square footage increase in Estimated Future SF is Included in Approximate Developable Square Feet of Value Creation Pipeline - Owned Land Parcels on page 48.

(12)

On September 14, 2010, the Company executed an approximately 523,000 square foot 20 year lease with the Defense Intelligence Agency (US Government) for the Company’s 12300 & 12310 Sunrise Valley Drive Properties located in Reston, Virginia, which are currently 100% leased. The Company commenced redevelopment of 12310 Sunrise Drive in the third quarter 2011 and expects to have it available for occupancy during the first quarter of 2012. Redevelopment of 12300 Sunrise Valley Drive will commence in the second quarter of 2012 and availability for occupancy is expected during the second quarter of 2013.

Boston Properties, Inc.

Second Quarter 2011

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of June 30, 2011


Location	Acreage		Approximate Developable Square Feet

San Jose, CA (1) (2)		44.0		2,409,364
Reston, VA (1)		36.3		1,253,886
Waltham, MA (1)		25.4		1,020,519
Gaithersburg, MD		27.0		850,000
Springfield, VA (1)		17.8		773,612
Dulles, VA		76.6		760,000
Rockville, MD		58.1		759,000
Boston, MA		1.0		450,000
Marlborough, MA		50.0		400,000
Annapolis, MD (50% ownership)		20.0		300,000
Washington, DC (1)		1.0		239,000
Cambridge, MA (3)		1.1		190,000
Andover, MA		10.0		110,000
New York, NY (50% ownership) (4)		0.2		TBD

		368.5		9,515,381

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of June 30, 2011


Location	Acreage		Approximate Developable Square Feet

Princeton, NJ (5)		143.1		1,780,000
Cambridge, MA (6)		—		250,000

		143.1		2,030,000

(1)	Excludes the existing square footage related to sites being held for future re-development included on page 47.

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

(3)	On July 18, 2011, the company executed an approximately 190,000 square foot 15 year lease with Biogen and commenced development for this build to suit project.

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

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

(6)

On May 23, 2011, the Company closed on a ground lease and development agreement with The Broad Institute to develop an approximate 250,000 square foot office / lab building, leaving approximately 50,000 square feet of development rights for office / lab space. Ownership of a condominium interest in the 250,000 square foot building will be transferred to The Broad upon completion of the building. The Company also has the option to purchase 200,000 square feet of residential rights.

Boston Properties, Inc.

Second Quarter 2011

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, 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 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 2011

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, acquisition costs, depreciation and amortization, gains (losses) from investments in securities, interest expense, and losses from early extinguishments of debt, less interest income, development and management services income 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 net operating 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 net operating 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). In-service properties excludes hotel and residential properties.

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, repositioned or in development or redevelopment 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

Rental obligations at the end of the reporting period, including contractual base rents and reimbursements from tenants under existing leases, multiplied by twelve. These annualized amounts exclude rent abatements.

Future Annualized Revenue

Rental obligations including contractual base rents at lease expiration and reimbursements from tenants at the end of the current reporting period, multiplied by twelve. These annualized amounts exclude rent abatements.

Boston Properties, Inc.

First Quarter 2011

Definitions

Average Rental Rates

Average Rental Rates are calculated by the Company as rental revenue in accordance with GAAP, divided by the weighted average number of occupied units.

Economic Occupancy

Economic Occupancy is defined as total possible revenue less vacancy loss as a percentage of total possible revenue. Total possible revenue is determined by valuing occupied units at contract rates and vacant units at Market Rents. Vacancy loss is determined by valuing vacant units at current Market Rents. By measuring vacant units at their Market Rents, Economic Occupancy takes into account the fact that units of different sizes and locations within a residential property have different economic impacts on a residential property’s gross revenue.

Market Rents

Market Rents as reported by the Company are based on the current market rates set by the managers of the Company’s residential properties based on their experience in renting their residential property’s units and publicly available market data. Trends in market rents for a region as reported by others could vary. Market Rents for a period are based on the average Market Rents during that period and do not reflect any impact for cash concessions.

Physical Occupancy

Physical occupancy is defined as the number of occupied units divided by the total number of units, expressed as a percentage.

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 2011 RESULTS

Reports diluted FFO per share of $1.23 Reports diluted EPS of $0.41

BOSTON, MA, August 1, 2011 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the second quarter ended June 30, 2011.

Funds from Operations (FFO) for the quarter ended June 30, 2011 were $181.6 million, or $1.24 per share basic and $1.23 per share diluted. This compares to FFO for the quarter ended June 30, 2010 of $156.9 million, or $1.13 per share basic and $1.12 per share diluted. FFO for the quarter ended June 30, 2010 includes income of $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. The weighted average number of basic and diluted shares outstanding totaled 145,864,277 and 148,156,158, respectively, for the quarter ended June 30, 2011 and 139,112,505 and 141,286,371, respectively, for the quarter ended June 30, 2010.

Net income available to common shareholders was $60.2 million for the quarter ended June 30, 2011, compared to $61.4 million for the quarter ended June 30, 2010. Net income available to common shareholders per share (EPS) for the quarter ended June 30, 2011 was $0.41 basic and $0.41 on a diluted basis. This compares to EPS for the second quarter of 2010 of $0.44 basic and $0.44 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, 2011. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of June 30, 2011, the Company’s portfolio consisted of 152 properties, comprised primarily of Class A office space, one hotel, two residential properties and three retail properties, aggregating approximately 42.1 million square feet, including eight properties under construction totaling 3.4 million square feet. In addition, the Company has structured parking for vehicles containing approximately 14.7 million square feet. The overall percentage of leased space for the 143 properties in service as of June 30, 2011 was 91.9%.

Significant events during the second quarter included:

•

During the second quarter of 2011, the Company utilized its “at the market” (ATM) stock offering program to issue an aggregate of 533,778 shares of its common stock for gross proceeds of approximately $50.0 million and net proceeds of approximately $49.3 million. The Company intends to use the net proceeds from the sales for general business purposes, which may include investment opportunities and debt reduction. The Company’s ATM stock offering program provided the Company with the ability to sell from time to time up to an aggregate of $400.0 million of its common stock through sales agents over a three-year period. No amount remains available for issuance under this ATM program.

On June 2, 2011, the Company established a new ATM stock offering program through which it may sell from time to time up to an aggregate of $600.0 million of its common stock through sales agents over a three-year period. No shares of common stock have yet been issued under this new ATM program.

•

On May 1, 2011, the Company placed in-service approximately 16% of its 510 Madison Avenue development project located in New York City. 510 Madison Avenue is an approximately 347,000 net rentable square foot Class A office property. The property is currently 39% leased.

•

On May 11, 2011, the Company refinanced at maturity its mortgage loan collateralized by 601 Lexington Avenue in New York City totaling approximately $453.3 million utilizing the proceeds of a draw under its Unsecured Line of Credit, which borrowing was secured by a mortgage on the property. The mortgage loan bore interest at a fixed rate of 7.19% per annum. The Company expects to enter into a long-term financing during the third quarter of 2011 totaling approximately $725.0 million at a per annum interest rate of approximately 4.75%.

•

On May 11, 2011, the Company partially placed in-service the Residences on The Avenue, the residential component of its 2221 I Street, NW development project located in Washington, DC. The residential component is comprised of 335 units and retail space aggregating approximately 325,000 square feet. On July 13, 2011, the residential component was completed and placed in-service. The residential units are currently 54% leased.

•

On May 23, 2011, the Company entered into a ground lease to lease 75 Ames Street, a vacant land parcel in Cambridge, Massachusetts located on the same site as the Company’s Cambridge Center West Garage property and adjacent to the Company’s Seven Cambridge Center property, to a third party. In addition, the Company entered into a development agreement to serve as project manager for a 250,000 square foot research laboratory building to be developed on the site at the ground lessee’s expense and will also serve as property manager. The terms of the ground lease require the Company to form a condominium for the site upon completion of the development (which is currently expected to be in the third quarter of 2014), at which time each party will subject their respective interests in the buildings and land to the condominium and will in turn be conveyed a condominium unit comprised of their respective building. Gross proceeds are expected to be $56.8 million in an all cash transaction, including $11.4 million in development fees for the Company’s services. As of June 30, 2011, the Company has received approximately $47.4 million and anticipates receiving another $9.4 million in development fees through the third quarter of 2014. The cash received under the ground lease will initially be recognized as unearned revenue and recognized over the 99-year term of the ground lease.

•

On May 24, 2011, the Company signed a lease with the law firm of Morrison & Foerster LLP for approximately 184,000 square feet at 250 West 55th Street, the Company’s planned approximately 989,000 square foot office building in midtown Manhattan. Construction of the project is scheduled to resume as early as the fall of 2011, and the law firm expects to move into the completed building in the spring of 2014. The Company’s incremental cost to complete the project, excluding capitalized interest, is expected to be approximately $400.0 million. Including the Company’s investment to date and capitalized interest, the total project cost upon building completion is expected to be approximately $1.05 billion. As a result of the resumption of the development, the Company has begun interest capitalization on its existing investment in the project of approximately $480.0 million and will capitalize the remaining project costs as incurred.

•

On June 3, 2011, a joint venture in which the Company has a 50% interest amended its joint venture agreement to add a new development project to its Annapolis Junction property located in Annapolis, Maryland. The outside joint venture partner contributed the improved parcel of land and the Company contributed cash for its 50% interest. The development project is an approximately 120,000 net rentable square foot Class A office project which is expected to be completed during the first quarter of 2012.

•

On June 6, 2011, the Company terminated its agreement dated April 21, 2011 to sell its Carnegie Center portfolio located in Princeton, New Jersey for approximately $468.0 million. Carnegie Center is a sixteen building Class A office park set on 560 acres of professionally landscaped grounds and totaling more than 2.0 million net rentable square feet. Under the terms of the agreement, either party had the right to terminate the agreement at any time without any cost or payment to the other party.

•

On June 24, 2011, the Company’s Operating Partnership amended and restated the revolving credit agreement governing the Company’s Unsecured Line of Credit, which (1) reduced the total commitment from $1.0 billion to $750.0 million, (2) extended the maturity date from August 3, 2011 to June 24,

2014, with a provision for a one-year extension at the Operating Partnership’s option, subject to certain conditions and the payment of an extension fee equal to 0.20% of the total commitment then in effect, and (3) increased the per annum variable interest rates available, which resulted in an increase of the per annum variable interest rate on outstanding balances from Eurodollar plus 0.475% per annum to Eurodollar plus 1.225% per annum. Under the amended Unsecured Line of Credit, the Operating Partnership may increase the total commitment to $1.0 billion, subject to syndication of the increase. In addition, a facility fee currently equal to an aggregate of 0.225% per annum of the total commitment is payable in equal quarterly installments. The interest rate and facility fee are subject to adjustment in the event of a change in the Operating Partnership’s unsecured debt ratings. The amended Unsecured Line of Credit also contains a competitive bid option that allows banks that are part of the lender consortium to bid to make loan advances to the Operating Partnership at a reduced interest rate.

•

On June 28, 2011, the Company’s Value-Added Fund modified the mortgage loan collateralized by its Mountain View Research Park property located in Mountain View, California. The mortgage totaling approximately $112.3 million bore interest at a variable rate equal to LIBOR plus 1.75% per annum and had matured on May 31, 2011. The new mortgage loan totaling $92.0 million bears interest at a variable rate equal to LIBOR plus 2.50% per annum and matures on May 31, 2014. In conjunction with the mortgage loan modification, the Company’s Operating Partnership agreed to lend up to $12.0 million to the Company’s Value-Added Fund, of which approximately $6.4 million has been advanced to date. The loan from the Operating Partnership bears interest at a fixed rate of 10.0% per annum and matures on May 31, 2014.

•

On June 29, 2011, the Company’s Value-Added Fund extended the maturity date to November 15, 2011 of the mortgage loan collateralized by its Mountain View Technology Park property located in Mountain View, California totaling approximately $24.7 million. The mortgage loan bears interest at a variable rate equal to LIBOR plus 1.50% per annum.

Transactions completed subsequent to June 30, 2011:

•

On July 1, 2011, the Company placed in-service The Lofts at Atlantic Wharf, the residential component of its Atlantic Wharf development project located in Boston, Massachusetts. The residential component is comprised of 86 units and retail space aggregating approximately 88,000 square feet. The residential units are currently 23% leased.

•

On July 1, 2011, the Company entered into lease amendments with the existing tenant at its three-building complex in Reston, Virginia, which will be redeveloped as the headquarters for the Defense Intelligence Agency. Under the agreement, the tenant will terminate early its leases for approximately 523,000 square feet at the complex and be responsible for certain payments to the Company aggregating approximately $14.8 million, of which approximately $13.0 million will be recognized in the third and fourth quarters of 2011 with the remaining $1.8 million to be recognized in 2012.

•

On July 14, 2011, the Company entered into a 15-year lease with Biogen Idec, for 100% of a build-to-suit development project with approximately 190,000 net rentable square feet of Class A office space located on land owned by the Company at 17 Cambridge Center in Cambridge, Massachusetts. The Company expects that the project will be complete and available for occupancy during the third quarter of 2013.

EPS and FFO per Share Guidance:

The Company’s guidance for the third quarter and full year 2011 for EPS (diluted) and FFO per share (diluted) is set forth and reconciled below. Except as described below, the 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 otherwise referenced during the conference call referred to below. In particular, the estimates for the full year 2011 include $0.09 per share of continued contribution to earnings resulting from the termination of the agreement to sell Carnegie Center on June 6, 2011, $0.10 per share resulting from the resumption of capitalized interest and other expenses for our development at 250 West 55^th Street, and $0.08 per share related to certain payments due from a tenant in Reston, Virginia in connection with the early termination of its leases. The estimates do not include possible future gains or losses or the impact on operating results from other possible future property acquisitions or dispositions, other 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 below.


	Third Quarter 2011					Full Year 2011
	Low		-	High		Low		-	High
Projected EPS (diluted)	$	0.43	-	$	0.45	$	1.53	-	$	1.58
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.80	-		0.80		3.25	-		3.25


Projected FFO per Share (diluted)	$	1.23	-	$	1.25	$	4.78	-	$	4.83

Boston Properties will host a conference call on Tuesday, August 2, 2011 at 10:00 AM Eastern Time, open to the general public, to discuss the second quarter 2011 results, the 2011 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 82231782. A replay of the conference call will be available through August 16, 2011, by dialing (800) 642-1687 (Domestic) or (706) 645-9291 (International) and entering the passcode 82231782. 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 2011 “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 Company’s ability to satisfy the closing conditions to the pending transactions described above, 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 2011, whether as a result of new information, future events or otherwise.

Financial tables follow.

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


	June 30, 2011			December 31, 2010
	(in thousands, except for share amounts)
	(unaudited)
ASSETS

Real estate	$	11,786,353		$	10,933,977
Construction in progress		982,318			1,073,402
Land held for future development		284,115			757,556
Less: accumulated depreciation		(2,468,165	)		(2,323,818	)

Total real estate		10,584,621			10,441,117

Cash and cash equivalents		780,584			478,948
Cash held in escrows		302,439			308,031
Investments in securities		9,975			8,732
Tenant and other receivables, net of allowance for doubtful accounts of $1,798 and $2,081, respectively		44,470			60,813
Related party notes receivable		276,375			270,000
Interest receivable from related party note receivable		79,884			69,005
Accrued rental income, net of allowance of $2,252 and $3,116, respectively		491,878			442,683
Deferred charges, net		449,014			436,019
Prepaid expenses and other assets		92,470			65,663
Investments in unconsolidated joint ventures		772,502			767,252

Total assets	$	13,884,212		$	13,348,263


LIABILITIES AND EQUITY

Liabilities:
Mortgage notes payable	$	3,181,469		$	3,047,586
Unsecured senior notes, net of discount		3,016,837			3,016,598
Unsecured exchangeable senior notes, net of discount		1,743,337			1,721,817
Unsecured line of credit		—			—
Accounts payable and accrued expenses		173,257			186,059
Dividends and distributions payable		83,369			81,031
Accrued interest payable		62,046			62,327
Other liabilities		231,702			213,000

Total liabilities		8,492,017			8,328,418


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, 146,465,921 and 140,278,005 shares issued and 146,387,021 and 140,199,105 shares outstanding in 2011 and 2010, respectively		1,464			1,402
Additional paid-in capital		4,846,003			4,417,162
Dividends in excess of earnings		(69,537	)		(24,763	)
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(17,294	)		(18,436	)

Total stockholders’ equity attributable to Boston Properties, Inc.		4,757,914			4,372,643

Noncontrolling interests:
Common units of the Operating Partnership		579,211			592,164
Property partnerships		(582	)		(614	)


Total equity		5,336,543			4,964,193



Total liabilities and equity	$	13,884,212		$	13,348,263

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


	Three months ended						Six months ended
	June 30,						June 30,
	2011			2010			2011			2010
	(in thousands, except for per share amounts)
	(unaudited)

Revenue
Rental
Base rent	$	348,474		$	305,823		$	688,009		$	608,206
Recoveries from tenants		48,874			44,340			94,770			89,884
Parking and other		21,101			16,423			40,169			31,720

Total rental revenue		418,449			366,586			822,948			729,810
Hotel revenue		8,904			8,371			14,852			14,274
Development and management services		9,098			18,884			16,526			27,828

Total revenue		436,451			393,841			854,326			771,912


Expenses
Operating
Rental		144,875			123,284			284,846			248,269
Hotel		6,281			6,089			12,020			11,357
General and administrative		20,069			17,648			44,712			44,470
Acquisition costs		13			—			85			—
Gain from suspension of development		—			—			—			(7,200	)
Depreciation and amortization		111,080			81,400			220,508			164,475

Total expenses		282,318			228,421			562,171			461,371


Operating income		154,133			165,420			292,155			310,541
Other income (expense)
Income from unconsolidated joint ventures		8,882			7,465			16,858			15,375
Interest and other income		1,953			2,117			2,927			3,827
Gains (losses) from investments in securities		6			(678	)		379			(478	)
Interest expense		(95,236	)		(96,755	)		(194,387	)		(188,784	)
Losses from early extinguishments of debt		—			(6,051	)		—			(8,221	)

Income from continuing operations		69,738			71,518			117,932			132,260
Gain on sale of real estate		—			969			—			2,734

Net income		69,738			72,487			117,932			134,994
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(503	)		(864	)		(1,032	)		(1,668	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(842	)		(836	)		(1,665	)		(1,728	)
Noncontrolling interest - common units of the Operating Partnership		(8,179	)		(9,250	)		(14,286	)		(17,114	)
Noncontrolling interest in gain on sale of real estate - common units of the Operating Partnership		—			(125	)		—			(352	)

Net income attributable to Boston Properties, Inc.	$	60,214		$	61,412		$	100,949		$	114,132


Basic earnings per common share attributable to Boston Properties, Inc.:
Net income	$	0.41		$	0.44		$	0.70		$	0.82


Weighted average number of common shares outstanding		145,864			139,113			143,990			139,022


Diluted earnings per common share attributable to Boston Properties, Inc.:
Net income	$	0.41		$	0.44		$	0.70		$	0.82


Weighted average number of common and common equivalent shares outstanding		146,695			139,826			144,610			139,712

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)


	Three months ended						Six months ended
	June 30,						June 30,
	2011			2010			2011			2010
	(in thousands, except for per share amounts)
	(unaudited)

Net income attributable to Boston Properties, Inc.	$	60,214		$	61,412		$	100,949		$	114,132

Add:
Noncontrolling interest in gain on sale of real estate - common units of the Operating Partnership		—			125			—			352
Noncontrolling interest - common units of the Operating Partnership		8,179			9,250			14,286			17,114
Noncontrolling interest - redeemable preferred units of the Operating Partnership		842			836			1,665			1,728
Noncontrolling interests in property partnerships		503			864			1,032			1,668
Less:
Gain on sale of real estate		—			969			—			2,734


Income from continuing operations		69,738			71,518			117,932			132,260

Add:
Real estate depreciation and amortization (2)		137,495			111,055			273,599			224,673
Less:
Noncontrolling interests in property partnerships’ share of funds from operations		966			1,697			1,959			3,452
Noncontrolling interest - redeemable preferred units of the Operating Partnership		842			836			1,665			1,728


Funds from operations (FFO) attributable to the Operating Partnership		205,425			180,040			387,907			351,753

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		23,856			23,170			46,420			45,288


Funds from operations attributable to Boston Properties, Inc.	$	181,569		$	156,870		$	341,487		$	306,465


Boston Properties, Inc.’s percentage share of funds from operations - basic		88.39	%		87.13	%		88.03	%		87.13	%


Weighted average shares outstanding - basic		145,864			139,113			143,990			139,022


FFO per share basic	$	1.24		$	1.13		$	2.37		$	2.20


Weighted average shares outstanding - diluted		148,156			141,287			146,071			141,173


FFO per share diluted	$	1.23		$	1.12		$	2.35		$	2.19

(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 $111,080, $81,400, $220,508 and $164,475, our share of unconsolidated joint venture real estate depreciation and amortization of $26,680, $30,124, $53,745 and $61,137, less corporate-related depreciation and amortization of $265, $469, $654 and $939 for the three months and six months ended June 30, 2011 and 2010, respectively.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	June 30, 2011			December 31, 2010
Greater Boston		89.1	%		89.4	%
Greater Washington, DC		95.9	%		97.3	%
Midtown Manhattan		96.5	%		96.9	%
Princeton/East Brunswick, NJ		79.9	%		80.8	%
Greater San Francisco		88.3	%		92.9	%

Total Portfolio		91.9	%		93.2	%


	% Leased by Type
	June 30, 2011			December 31, 2010
Class A Office Portfolio		92.1	%		93.6	%
Office/Technical Portfolio		87.1	%		85.5	%

Total Portfolio		91.9	%		93.2	%