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Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): October 25, 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 October 25, 2011, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the third 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 September 30, 2011.

*99.2		Press release dated October 25, 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: October 25, 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 September 30, 2011.

*99.2		Press release dated October 25, 2011.

*	Filed herewith.

Boston Properties, Inc. Supplemental Operating and Financial Data

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended September 30, 2011

Boston Properties, Inc.

Third 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		40
Same Property Occupancy Analysis		41
Same Property Performance		42
Reconciliation to Same Property Performance and Net Income		43-44
Leasing Activity		45
Capital Expenditures, Tenant Improvements and Leasing Commissions		46
Acquisitions/Dispositions		47
Value Creation Pipeline - Construction in Progress		48
Value Creation Pipeline - Land Parcels and Purchase Options		49
Definitions		50-52

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,” “may,” “might,” “plans,” “projects,” “should,” “will” 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 uncertainties of investing in new markets, 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.

Third 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 September 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)		153
Total Square Feet (includes unconsolidated joint ventures, other than the Value-Added Fund, and structured parking)		57.1 million
Common Shares and Units Outstanding (as converted, but excluding outperformance plan units)		167.7 million
Dividend - Quarter/Annualized		$0.50/$2.00
Dividend Yield		2.24%
Total Combined Market Capitalization		$24.4 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A- (S&P)

Boston Properties, Inc.

Third Quarter 2011

INVESTOR INFORMATION


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

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

Lawrence S. Bacow	Alan J. Patricof
Director	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	Martin Turchin
Director, Chair of Nominating & Corporate Governance Committee	Director	Peter D. Johnston Senior Vice President and Regional Manager of Washington, D.C.	Michael R. Walsh Senior Vice President, Finance

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

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

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

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

Common Stock Data (NYSE: BXP)

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


	Q3 2011			Q2 2011			Q1 2011			Q4 2010			Q3 2010

High Closing Price	$	112.36		$	108.35		$	95.92		$	90.73		$	88.88
Low Closing Price	$	89.10		$	93.91		$	84.66		$	81.56		$	69.08
Average Closing Price	$	102.48		$	102.20		$	92.04		$	85.68		$	81.80
Closing Price, at the end of the quarter	$	89.10		$	106.16		$	94.85		$	86.10		$	83.12
Dividends per share - annualized	$	2.00		$	2.00		$	2.00		$	2.00		$	2.00
Closing dividend yield - annualized		2.24	%		1.88	%		2.11	%		2.32	%		2.41	%
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding outperformance plan units) (thousands) (1)		167,729			167,281			166,567			162,555			162,534
Closing market value of outstanding shares and units (thousands)	$	14,944,654		$	17,758,551		$	15,798,880		$	13,995,986		$	13,509,826

(1)

For additional detail, see page 12.

Timing

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


Fourth Quarter		Tentatively January 31, 2012

Boston Properties, Inc.

Third Quarter 2011

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage	Rating Agencies

John Eade	Mitch Germain	Tom Truxillo	Janice Svec
Argus Research Company	JMP Securities	Bank of America Merrill Lynch	Fitch Ratings
212.427.7500	212.906.3546	980.386.5212	212.908.0304

Jeffrey Spector / Jamie Feldman	Anthony Paolone / Joseph Dazio	Thomas Cook	Karen Nickerson
Bank of America Merrill Lynch	J.P. Morgan Securities	Citi Investment Research	Moody’s Investors Service
212.449.6329 / 212.449.6339	212.622.6682 / 212.622.6416	212.723.1112	212.553.4924

Ross Smotrich / Michael Lewis	Sheila McGrath / Kristin Brown	John Giordano	Susan Madison
Barclays Capital	Keefe, Bruyette & Woods	Credit Suisse Securities	Standard & Poor’s
212.526.2306 / 212.526.3098	212.887.7793 / 212.887.7738	212.538.4935	212.438.4516

Michael Bilerman / Joshua Attie	Jordan Sadler / Craig Mailman	Mark Streeter
Citigroup Global Markets	KeyBanc Capital Markets	J.P. Morgan Securities
212.816.1383 / 212.816.1685	917.368.2280 / 917.368.2316	212.834.5086

James Sullivan / Stephen Boyd	Robert Stevenson	Thierry Perrein / Jason Jones
Cowen and Company	Macquarie Research	Wells Fargo
646.562.1380 / 646.562.1382	212.857.6168	704.715.8455 / 704.715.7932

Andrew Rosivach	Paul Morgan / Chris Caton
Credit Suisse	Morgan Stanley
415.249.7942	415.576.2627 / 415.576.2637

John Perry / Vin Chao	David Rodgers / Mike Carroll
Deutsche Bank Securities	RBC Capital Markets
212.250.4912 / 212.250.6799	440.715.2647 / 440.715.2649

Sri Nagarajan / Evan Smith	Alexander Goldfarb / James Milam
FBR Capital Markets	Sandler O’Neill & Partners
646.885.5429 / 646.885.5431	212.466.7937 / 212.466.8066

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

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

Steve Sakwa / George Auerbach	Jeff Langbaum
ISI Group	WJB Capital Group
212.446.9462 / 212.446.9459	646.344.3310

Steve Benyik
Jefferies & Co.
212.707.6348

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

Boston Properties, Inc.

Third Quarter 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 50-52.


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

Revenue	$	452,413		$	436,451		$	417,875		$	392,482		$	386,410
Straight-line rent (1)	$	23,075		$	24,571		$	21,073		$	20,082		$	22,861
Fair value lease revenue (1) (2)	$	19,955		$	20,537		$	20,761		$	18,875		$	19,368
Revenue from residential units	$	1,515		$	221		$	—		$	—		$	—
Company share of funds from operations from unconsolidated joint ventures	$	36,961		$	35,562		$	35,041		$	35,468		$	38,167
Lease termination fees (included in revenue) (1)	$	8,976		$	231		$	2,003		$	2,210		$	5,225
Ground rent expense (3)	$	4,686		$	2,405		$	982		$	615		$	614
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment	$	9,813		$	9,657		$	9,505		$	9,486		$	9,453
Capitalized interest	$	13,004		$	11,958		$	11,239		$	14,569		$	9,302
Capitalized wages	$	2,710		$	2,876		$	2,559		$	3,114		$	3,247
Operating Margins [(rental revenue - rental expense)/rental revenue] (4)		66.6	%		67.5	%		67.0	%		68.4	%		67.2	%
Losses from early extinguishments of debt (5)	$	—		$	—		$	—		$	81,662		$	—
Net income (loss) attributable to Boston Properties, Inc.	$	70,542		$	60,214		$	40,813		$	(12,903	)	$	57,668
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	190,274		$	181,569		$	159,980		$	89,878		$	150,847
FFO per share - diluted	$	1.28		$	1.23		$	1.12		$	0.64		$	1.07
Net income (loss) attributable to Boston Properties, Inc. per share - basic	$	0.48		$	0.41		$	0.29		$	(0.09	)	$	0.41
Net income (loss) attributable to Boston Properties, Inc. per share - diluted	$	0.48		$	0.41		$	0.29		$	(0.09	)	$	0.41
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)	$	162,496		$	156,895		$	127,782		$	133,472		$	114,097

Ratios:

Interest Coverage Ratio (excluding capitalized interest) - cash basis (7)		3.29			3.16			2.90			3.06			2.77
Interest Coverage Ratio (including capitalized interest) - cash basis (7)		2.85			2.77			2.57			2.59			2.50
FFO Payout Ratio (8)		39.06	%		40.65	%		44.64	%		78.13	%		46.73	%
FAD Payout Ratio (9)		51.17	%		52.84	%		64.65	%		60.39	%		70.63	%

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

Capitalization:

Common Stock Price @ Quarter End	$	89.10		$	106.16		$	94.85		$	86.10		$	83.12
Equity Value @ Quarter End	$	14,944,654		$	17,758,551		$	15,798,880		$	13,995,986		$	13,509,826
Total Consolidated Debt	$	7,950,363		$	7,941,643		$	7,937,264		$	7,786,001		$	7,444,886
Total Consolidated Market Capitalization	$	22,895,017		$	25,700,194		$	23,736,144		$	21,781,987		$	20,954,712
Total Consolidated Debt/Total Consolidated Market Capitalization (10)		34.73	%		30.90	%		33.44	%		35.75	%		35.53	%

BXP’s Share of Joint Venture Debt	$	1,532,963		$	1,534,029		$	1,542,952		$	1,543,960		$	1,558,597
Total Combined Debt	$	9,483,326		$	9,475,672		$	9,480,216		$	9,329,961		$	9,003,483
Total Combined Market Capitalization (11)	$	24,427,980		$	27,234,223		$	25,279,096		$	23,325,947		$	22,513,309
Total Combined Debt/Total Combined Market Capitalization (11) (12)		38.82	%		34.79	%		37.50	%		40.00	%		39.99	%

(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 $13,838, $12,859, $9,704, $10,404 and $9,211 for the three months ended September 30, 2011, June 30, 2011, March 31, 2011, December 31, 2010 and September 30, 2010, respectively.

(5)

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)	FFO Payout Ratio is defined as dividends per share to common shareholders divided by FFO per share.

(9)	FAD Payout Ratio is defined as distributions to common shareholders and unitholders divided by FAD.

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

(11)	For additional detail, see page 12.

(12)	For disclosures related to our definition of Total Combined Debt to Total Combined Market Capitalization Ratio, see page 50.

Boston Properties, Inc.

Third Quarter 2011

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	30-Sep-11			30-Jun-11			31-Mar-11			31-Dec-10			30-Sep-10
ASSETS
Real estate	$	12,031,660		$	11,786,353		$	11,567,294		$	10,933,977		$	10,015,347
Development in progress		899,302			982,318			681,342			1,073,402			1,003,508
Land held for future development		266,834			284,115			759,786			757,556			754,120
Less accumulated depreciation		(2,558,620	)		(2,468,165	)		(2,411,378	)		(2,323,818	)		(2,243,265	)

Total real estate		10,639,176			10,584,621			10,597,044			10,441,117			9,529,710
Cash and cash equivalents (1)		1,063,024			780,584			747,305			478,948			1,270,074
Cash held in escrows (1)		36,759			302,439			305,692			308,031			300,771
Marketable securities		9,312			9,975			9,800			8,732			7,911
Tenant and other receivables, net		47,554			44,470			54,740			60,813			50,722
Notes receivable (2)		276,375			276,375			270,000			270,000			270,000
Interest receivable from related party note receivable (2)		84,782			79,884			75,280			69,005			62,933
Accrued rental income, net		508,838			491,878			463,117			442,683			421,008
Deferred charges, net		441,700			449,014			449,076			436,019			300,882
Prepaid expenses and other assets		102,812			92,470			100,897			65,663			42,391
Investments in unconsolidated joint ventures		770,466			772,502			762,522			767,252			792,434

Total assets	$	13,980,798		$	13,884,212		$	13,835,473		$	13,348,263		$	13,048,836


LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable (1) (3)	$	3,179,034		$	3,181,469		$	3,188,025		$	3,047,586		$	2,813,338
Unsecured senior notes, net of discount		3,016,986			3,016,837			3,016,743			3,016,598			2,872,058
Unsecured exchangeable senior notes, net of discount		1,754,343			1,743,337			1,732,496			1,721,817			1,759,490
Unsecured line of credit (3)		—			—			—			—			—
Accounts payable and accrued expenses		172,928			173,257			171,617			186,059			199,534
Dividends and distributions payable		83,584			83,369			83,019			81,031			81,068
Accrued interest payable		89,555			62,046			88,070			62,327			84,689
Other liabilities		244,555			231,702			210,392			213,000			104,914

Total liabilities		8,540,985			8,492,017			8,490,362			8,328,418			7,915,091


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, 147,627,247, 146,387,021, 145,058,429, 140,199,105 and 140,058,421 outstanding, respectively		1,476			1,464			1,451			1,402			1,401
Additional paid-in capital		4,916,440			4,846,003			4,771,659			4,417,162			4,424,711
Earnings (dividends) in excess of dividends (earnings)		(72,941	)		(69,537	)		(56,479	)		(24,763	)		58,051
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(16,717	)		(17,294	)		(17,867	)		(18,436	)		(19,530	)

Total stockholders’ equity attributable to Boston Properties, Inc.		4,825,536			4,757,914			4,696,042			4,372,643			4,461,911

Noncontrolling interests:
Common units of the Operating Partnership		559,621			579,211			594,002			592,164			609,454
Property partnerships		(996	)		(582	)		(585	)		(614	)		6,728


Total equity		5,384,161			5,336,543			5,289,459			4,964,193			5,078,093


Total liabilities and equity	$	13,980,798		$	13,884,212		$	13,835,473		$	13,348,263		$	13,048,836

(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 was fully secured by cash deposits included within the caption “Cash held in escrows.” On August 19, 2011, the mortgage loan was refinanced and the cash deposit was released to the Company (See Note 3 below).

(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 the Company to the Company’s Value-Added Fund in the maximum amount of $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 was included in Mortgage Notes Payable. On August 19, 2011, the Company obtained new mortgage financing totaling $725.0 million collateralized by 601 Lexington Avenue. The proceeds were used to repay the borrowing under the Company’s Unsecured Line of Credit totaling approximately $453.3 million and to refinance the $267.5 million mortgage loan collateralized by the Company’s 510 Madison Avenue property. In connection with the refinancing, the lien of the 510 Madison Avenue mortgage was spread to 601 Lexington Avenue and released from 510 Madison Avenue so that 510 Madison Avenue is no longer encumbered by any mortgage debt.

Boston Properties, Inc.

Third Quarter 2011

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Sep-11			30-Jun-11			31-Mar-11			31-Dec-10			30-Sep-10
Revenue
Rental
Base Rent	$	360,595		$	348,474		$	339,535		$	312,899		$	310,459
Recoveries from tenants		53,899			48,874			45,896			45,189			45,646
Parking and other		21,694			21,101			19,068			16,920			15,850

Total rental revenue		436,188			418,449			404,499			375,008			371,955
Hotel revenue		8,045			8,904			5,948			10,510			8,016
Development and management services		8,180			9,098			7,428			6,964			6,439

Total revenue		452,413			436,451			417,875			392,482			386,410


Expenses
Operating		90,130			82,981			79,208			70,807			71,100
Real estate taxes		64,855			61,894			60,763			54,577			56,941
Hotel operating		6,032			6,281			5,739			7,602			6,194
General and administrative (1) (2)		17,340			20,069			24,643			17,121			18,067
Acquisition costs		51			13			72			721			1,893
Depreciation and amortization		109,495			111,080			109,428			92,763			81,133

Total expenses		287,903			282,318			279,853			243,591			235,328


Operating income		164,510			154,133			138,022			148,891			151,082
Other income (expense)
Income from unconsolidated joint ventures		11,326			8,882			7,976			9,834			11,565
Interest and other income		1,252			1,953			974			1,691			1,814
Gains (losses) from investments in securities (1)		(860	)		6			373			682			731
Interest expense (3) (4)		(95,777	)		(95,236	)		(99,151	)		(92,192	)		(97,103	)
Losses from early extinguishments of debt (5)		—			—			—			(81,662	)		—

Net income (loss)		80,451			69,738			48,194			(12,756	)		68,089
Net income (loss) attributable to noncontrolling interests
Noncontrolling interest in property partnership		(86	)		(503	)		(529	)		(907	)		(889	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(832	)		(842	)		(823	)		(795	)		(820	)
Noncontrolling interest - common units of the Operating Partnership (6)		(8,991	)		(8,179	)		(6,029	)		1,555			(8,712	)

Net income (loss) attributable to Boston Properties, Inc.	$	70,542		$	60,214		$	40,813		$	(12,903	)	$	57,668


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

Net income (loss) attributable to Boston Properties, Inc. per share - basic	$	0.48		$	0.41		$	0.29		$	(0.09	)	$	0.41

Net income (loss) attributable to Boston Properties, Inc. per share - diluted	$	0.48		$	0.41		$	0.29		$	(0.09	)	$	0.41

(1)

Gains (losses) from investments in securities includes $(860), $6, $373, $682 and $731 and general and administrative expense includes $757, $(23), $(425), $(636) and $(521) for the three months ended September 30, 2011, June 30, 2011, March 31, 2011, December 31, 2010 and September 30, 2010, respectively, related to the Company’s deferred compensation plan.

(2)

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.

(3)	Interest expense is reported net of capitalized interest of $13,004, $11,958, $11,239, $14,569 and $9,302 for the three months ended September 30, 2011, June 30, 2011, March 31, 2011, December 31, 2010 and September 30, 2010, respectively.

(4)	Includes additional non-cash interest expense related to the adoption of ASC 470-20 (formerly known as FSP No. APB 14-1). For additional detail, see page 12.

(5)

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.

(6)

Equals noncontrolling interest - common units of the Operating Partnership’s share of 11.02%, 11.61%, 12.33%, 12.54% and 12.73% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended September 30, 2011, June 30, 2011, March 31, 2011, December 31, 2010 and September 30, 2010, respectively.

Boston Properties, Inc.

Third Quarter 2011

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


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

Net income (loss) attributable to Boston Properties, Inc.	$	70,542	$	60,214	$	40,813	$	(12,903	)	$	57,668
Add:
Noncontrolling interest - common units of the Operating Partnership		8,991		8,179		6,029		(1,555	)		8,712
Noncontrolling interest - redeemable preferred units of the Operating Partnership		832		842		823		795			820
Noncontrolling interests in property partnerships		86		503		529		907			889


Net income (loss)		80,451		69,738		48,194		(12,756	)		68,089
Add:
Real estate depreciation and amortization (1)		134,777		137,495		136,104		118,573			107,300
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		549		966		993		1,686			1,724
Noncontrolling interest - redeemable preferred units of the Operating Partnership		832		842		823		795			820


Funds from operations (FFO) attributable to the Operating Partnership		213,847		205,425		182,482		102,764			172,845
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		23,573		23,856		22,502		12,886			21,998

FFO attributable to Boston Properties, Inc. (3)	$	190,274	$	181,569	$	159,980	$	89,878		$	150,847


FFO per share - basic	$	1.29	$	1.24	$	1.13	$	0.64		$	1.08

Weighted average shares outstanding - basic		147,006		145,864		142,095		140,105			139,595

FFO per share - diluted	$	1.28	$	1.23	$	1.12	$	0.64		$	1.07

Weighted average shares outstanding - diluted		149,083		148,156		143,965		142,059			141,654

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $109,495, $111,080, $109,428, $92,763 and $81,133, our share of unconsolidated joint venture real estate depreciation and amortization of $25,633, $26,680, $27,065, $26,206 and $26,602 less corporate related depreciation of $351, $265, $389, $396 and $435 for the three months ended September 30, 2011, June 30, 2011, March 31, 2011, December 31, 2010 and September 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 September 30, 2011, June 30, 2011, March 31, 2011, December 31, 2010 and September 30, 2010 was 88.98%, 88.39%, 87.67%, 87.46% and 87.27%, respectively.

Boston Properties, Inc.

Third Quarter 2011

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	September 30, 2011				June 30, 2011				March 31, 2011				December 31, 2010				September 30, 2010
	Income		Shares/Units		Income		Shares/Units		Income		Shares/Units		Income		Shares/Units		Income		Shares/Units
	(Numerator)		(Denominator)		(Numerator)		(Denominator)		(Numerator)		(Denominator)		(Numerator)		(Denominator)		(Numerator)		(Denominator)

Basic FFO	$	213,847		165,219	$	205,425		165,029	$	182,482		162,082	$	102,764		160,191	$	172,845		159,952
Effect of Dilutive Securities
Convertible Preferred Units		832		1,461		842		1,461		823		1,461		795		1,461		820		1,461
Stock based compensation and exchangeable notes		—		616		—		831		—		409		—		493		—		598


Diluted FFO	$	214,679		167,296	$	206,267		167,321	$	183,305		163,952	$	103,559		162,145	$	173,665		162,011

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of diluted funds from operations		23,371		18,213		23,625		19,165		22,346		19,987		12,829		20,086		21,822		20,357


Company’s share of diluted FFO (1)	$	191,308		149,083	$	182,642		148,156	$	160,959		143,965	$	90,730		142,059	$	151,843		141,654


FFO per share - basic	$	1.29			$	1.24			$	1.13			$	0.64			$	1.08


FFO per share - diluted	$	1.28			$	1.23			$	1.12			$	0.64			$	1.07

(1)	Based on weighted average diluted shares for the quarter. The Company’s share for the quarter ended September 30, 2011, June 30, 2011, March 31, 2011, December 31, 2010 and September 30, 2010 was 89.11%, 88.55%, 87.81%, 87.61% and 87.43%, respectively.

Boston Properties, Inc.

Third Quarter 2011

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	30-Sep-11			30-Jun-11			31-Mar-11			31-Dec-10			30-Sep-10
Basic FFO (see page 9)	$	213,847		$	205,425		$	182,482		$	102,764		$	172,845
2nd generation tenant improvements and leasing commissions		(18,158	)		(16,639	)		(33,881	)		(23,095	)		(31,154	)
Straight-line rent (1)		(23,075	)		(24,571	)		(21,073	)		(20,082	)		(22,861	)
Recurring capital expenditures		(7,120	)		(2,785	)		(1,130	)		(7,878	)		(3,070	)
Fair value interest adjustment (1)		(97	)		(208	)		45			1,394			1,196
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment		9,813			9,657			9,505			9,486			9,453
Fair value lease revenue (1) (2)		(19,955	)		(20,537	)		(20,761	)		(18,875	)		(19,368	)
Hotel improvements, equipment upgrades and replacements		(1,239	)		(1,478	)		(494	)		(1,542	)		(231	)
Straight-line ground rent expense adjustment		1,687			682			—			—			—
Non real estate depreciation		351			265			389			396			435
Stock-based compensation (3)		5,937			5,909			11,856			6,127			6,380
Losses from early extinguishments of debt		—			—			—			81,662			—
Non-cash termination income (including fair value lease amounts)		(335	)		—			—			—			—
Partners’ share of joint venture 2nd generation tenant improvement and leasing commissions		840			1,175			844			3,115			472

Funds available for distribution to common shareholders and common unitholders (FAD)	$	162,496		$	156,895		$	127,782		$	133,472		$	114,097

Interest Coverage Ratios

(in thousands, except for ratio amounts)


	Three Months Ended
	30-Sep-11			30-Jun-11			31-Mar-11			31-Dec-10			30-Sep-10
*Excluding Capitalized Interest*
Net income (loss)	$	80,451		$	69,738		$	48,194		$	(12,756	)	$	68,089
Interest expense		95,777			95,236			99,151			92,192			97,103
Depreciation and amortization expense		109,495			111,080			109,428			92,763			81,133
Depreciation and amortization expense from unconsolidated joint ventures		25,633			26,680			27,065			26,206			26,602
Losses from early extinguishments of debt		—			—			—			81,662			—
Non-cash termination income (including fair value lease amounts)		(335	)		—			—			—			—
Stock-based compensation		5,937			5,909			11,856			6,127			6,380
Straight-line ground rent expense adjustment		1,687			682			—			—			—
Straight-line rent (1)		(23,075	)		(24,571	)		(21,073	)		(20,082	)		(22,861	)
Fair value lease revenue (1) (2)		(19,955	)		(20,537	)		(20,761	)		(18,875	)		(19,368	)

Subtotal		275,615			264,217			253,860			247,237			237,078
Divided by:

Adjusted interest expense (4) (5)		83,678			83,495			87,598			80,855			85,504

Interest Coverage Ratio		3.29			3.16			2.90			3.06			2.77


*Including Capitalized Interest*
Net income (loss)	$	80,451		$	69,738		$	48,194		$	(12,756	)	$	68,089
Interest expense		95,777			95,236			99,151			92,192			97,103
Depreciation and amortization expense		109,495			111,080			109,428			92,763			81,133
Depreciation and amortization expense from unconsolidated joint ventures		25,633			26,680			27,065			26,206			26,602
Losses from early extinguishments of debt		—			—			—			81,662			—
Non-cash termination income (including fair value lease amounts)		(335	)		—			—			—			—
Stock-based compensation		5,937			5,909			11,856			6,127			6,380
Straight-line ground rent expense adjustment		1,687			682			—			—			—
Straight-line rent (1)		(23,075	)		(24,571	)		(21,073	)		(20,082	)		(22,861	)
Fair value lease revenue (1) (2)		(19,955	)		(20,537	)		(20,761	)		(18,875	)		(19,368	)

Subtotal		275,615			264,217			253,860			247,237			237,078
Divided by:

Adjusted interest expense (4) (5) (6)		96,682			95,453			98,837			95,424			94,806

Interest Coverage Ratio		2.85			2.77			2.57			2.59			2.50

(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 $9,813, $9,657, $9,505, $9,486 and $9,453 for the three months ended September 30, 2011, June 30, 2011, March 31, 2011, December 31, 2010 and September 30, 2010, respectively.

(5)	Excludes amortization of financing costs of $2,286, $2,084, $2,048, $1,851 and $2,146 for the three months ended September 30, 2011, June 30, 2011, March 31, 2011, December 31, 2010 and September 30, 2010, respectively.

(6)	Includes capitalized interest of $13,004, $11,958, $11,239, $14,569 and $9,302 for the three months ended September 30, 2011, June 30, 2011, March 31, 2011, December 31, 2010 and September 30, 2010, respectively.

Boston Properties, Inc.

Third Quarter 2011

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal
	September 30, 2011
Mortgage Notes Payable	$	3,152,888
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		8,001,582
Fair Value Adjustment on Mortgage Notes Payable		26,146
Discount on Unsecured Senior Notes		(8,014	)
Discount on Unsecured Exchangeable Senior Notes		(4,699	)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment (1)		(64,652	)

Total Consolidated Debt	$	7,950,363

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	$	6,048		$	708		$	409		$	621		$	112		$	16		$	100		$	8,014

Unsecured Senior Notes, net of discount	$	843,952		$	699,292		$	699,591		$	249,379		$	299,888		$	42,552		$	182,332		$	3,016,986

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	$	135.38	(2)	$	141.98		$	99.93
Diluted share impact for the current quarter		—			—			112			112
First Optional Redemption Date		N/A			2/20/2012			5/18/2013
Maturity Date		2/15/2014			2/15/2037			5/15/2036
Discount	$	3,415		$	1,284		$	—		$	4,699
ASC 470-20 (FSP APB 14-1) Adjustment (1)	$	44,315		$	5,055		$	15,282		$	64,652

Unsecured Senior Exchangeable Notes	$	699,770		$	619,855		$	434,718		$	1,754,343

Equity

(in thousands)


	Shares/Units		Common
	Outstanding		Stock			Equivalent
	as of 9/30/11		Equivalents			Value (3)
Common Stock		147,627		147,627	(4)	$	13,153,566
Common Operating Partnership Units		18,641		18,641	(5)	$	1,660,913
Series Two Preferred Operating Partnership Units		1,113		1,461		$	130,175

Total Equity				167,729		$	14,944,654


Total Consolidated Debt						$	7,950,363

Total Consolidated Market Capitalization						$	22,895,017


BXP’s share of Joint Venture Debt						$	1,532,963	(6)
Total Combined Debt (7)						$	9,483,326

Total Combined Market Capitalization (8)						$	24,427,980

(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 September 30, 2011, the exchange price was $135.38 per share.

(3)	Values based on September 30, 2011 closing price of $89.10 per share of common stock.

(4)	Includes 99 shares of restricted stock.

(5)	Includes 1,603 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 50.

(8)	For disclosures relating to our definition of Total Combined Market Capitalization, see page 50.

Boston Properties, Inc.

Third Quarter 2011

DEBT ANALYSIS (1)

Debt Maturities and Principal Payments

as of September 30, 2011

(in thousands)


	2011			2012			2013			2014			2015			Thereafter			Total

Floating Rate Debt
Mortgage Notes Payable	$	—		$	345		$	827		$	48,828		$	—		$	—		$	50,000
Unsecured Line of Credit		—			—			—			—			—			—			—

Total Floating Debt	$	—		$	345		$	827		$	48,828		$	—		$	—		$	50,000

Fixed Rate Debt

Mortgage Notes Payable	$	28,416		$	223,984		$	103,209		$	87,757		$	26,182		$	2,633,340		$	3,102,888
Fair Value Adjustment		2,352			6,816			4,270			3,962			4,157			4,589			26,146

Mortgage Notes Payable		30,768			230,800			107,479			91,719			30,339			2,637,929			3,129,034

Unsecured Exchangeable Senior Notes, net of discount (2)		—			624,910			450,000			744,085			—			—			1,818,995

ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(9,970	)		(29,192	)		(23,052	)		(2,438	)		—			—			(64,652	)

Unsecured Exchangeable Senior Notes		(9,970	)		595,718			426,948			741,647			—			—			1,754,343


Unsecured Senior Notes, net of discount		—			—			224,884			—			549,267			2,242,835			3,016,986


Total Fixed Debt	$	20,798		$	826,518		$	759,311		$	833,366		$	579,606		$	4,880,764		$	7,900,363


Total Consolidated Debt	$	20,798		$	826,863		$	760,138		$	882,194		$	579,606		$	4,880,764		$	7,950,363


GAAP Weighted Average Floating Rate Debt		0.00	%		2.78	%		2.78	%		2.78	%		0.00	%		0.00	%		2.78	%
GAAP Weighted Average Fixed Rate Debt		9.35	%		5.31	%		6.08	%		6.46	%		5.48	%		5.35	%		5.55	%

Total GAAP Weighted Average Rate		9.35	%		5.31	%		6.08	%		6.24	%		5.48	%		5.35	%		5.53	%


Total Stated Weighted Average Rate		9.42	%		4.37	%		4.95	%		3.93	%		5.40	%		5.39	%		5.10	%

Unsecured Debt

Unsecured Line of Credit - Matures June 24, 2014

(in thousands)


Facility		Outstanding at 09/30/2011		Letters of Credit		Remaining Capacity at 09/30/2011

$	750,000	$	—	$	13,694	$	736,306

Unsecured and Secured Debt Analysis


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

Unsecured Debt		60.01	%		4.70	%		5.64	%		5.2 years
Secured Debt		39.99	%		5.70	%		5.38	%		6.1 years

Total Consolidated Debt		100.00	%		5.10	%		5.53	%		5.6 years

Floating and Fixed Rate Debt Analysis


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

Floating Rate Debt		0.63	%		2.40	%		2.78	%		2.8 years
Fixed Rate Debt		99.37	%		5.12	%		5.55	%		5.6 years

Total Consolidated Debt		100.00	%		5.10	%		5.53	%		5.6 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).

Boston Properties, Inc.

Third Quarter 2011

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

as of September 30, 2011

(in thousands)


Property	2011			2012			2013			2014			2015			Thereafter			Total

599 Lexington Avenue	$	—		$	—		$	—		$	—		$	—		$	750,000		$	750,000
601 Lexington Avenue		—			—			2,747			11,321			11,870			699,062			725,000
John Hancock Tower and Garage		—			—			—			—			—			640,500			640,500	(2)
Embarcadero Center Four		1,162			4,828			5,131			5,452			5,794			348,886			371,253
Bay Colony Corporate Center		—			143,900			—			—			—			—			143,900	(2)
505 9th Street		526			2,177			2,306			2,441			2,585			116,334			126,369
One Freedom Square		391			65,511			—			—			—			—			65,902	(2)
New Dominion Technology Park, Building Two		—			—			—			63,000			—			—			63,000
Reservoir Place		—			345			827			48,828			—			—			50,000
140 Kendrick Street		273			1,143			47,889			—			—			—			49,305	(2)
New Dominion Technology Park, Building One		—			1,987			2,140			2,304			2,481			38,494			47,406
Kingstowne Two and Retail		391			1,630			1,730			1,837			1,950			29,277			36,815	(2)
Montvale Center		25,000			—			—			—			—			—			25,000	(3)
Sumner Square		223			930			22,896			—			—			—			24,049
Kingstowne One		157			657			17,062			—			—			—			17,876	(2)
University Place		293			1,221			1,308			1,402			1,502			10,787			16,513
Atlantic Wharf		—			—			—			—			—			—			—	(4)


		28,416			224,329			104,036			136,585			26,182			2,633,340			3,152,888


Aggregate Fair Value Adjustments		2,352			6,816			4,270			3,962			4,157			4,589			26,146


		30,768			231,145			108,306			140,547			30,339			2,637,929			3,179,034


Unsecured Exchangeable Senior Notes, net of discount		—			624,910			450,000			744,085			—			—			1,818,995	(5)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(9,970	)		(29,192	)		(23,052	)		(2,438	)		—			—			(64,652	)


		(9,970	)		595,718			426,948			741,647			—			—			1,754,343


Unsecured Senior Notes, net of discount		—			—			224,884			—			549,267			2,242,835			3,016,986
Unsecured Line of Credit		—			—			—			—			—			—			—	(6)


	$	20,798		$	826,863		$	760,138		$	882,194		$	579,606		$	4,880,764		$	7,950,363


% of Total Consolidated Debt		0.26	%		10.40	%		9.56	%		11.10	%		7.29	%		61.39	%		100.00	%
Balloon Payments	$	25,000		$	833,516		$	761,136		$	855,430		$	549,267		$	4,750,613		$	7,774,962
Scheduled Amortization	$	5,768		$	22,539		$	22,054		$	29,202		$	30,339		$	130,151		$	240,053

(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)

This loan was originally scheduled to mature on June 6, 2012. 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 is not current on 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.

(4)	As of September 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.

(5)	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).

(6)	The Unsecured Line of Credit matures on June 24, 2014 and has an option for a one-year extension, subject to certain conditions.

Boston Properties, Inc.

Third 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 September 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			Senior Notes
	Issued Prior to			Issued On or After
	October 9, 2009			October 9, 2009
	September 30, 2011
Total Assets:
Capitalized Property Value (1)	$	17,117,405		$	17,548,360
Cash and Cash Equivalents		1,063,024			1,063,024
Investments in Marketable Securities		9,312			9,312
Undeveloped Land, at Cost		266,834			266,834
Development in Process, at Cost (including Joint Venture %)		1,528,617			1,528,617

Total Assets	$	19,985,192		$	20,416,147


Unencumbered Assets	$	11,903,496		$	12,148,209


Secured Debt (Fixed and Variable)(2)	$	3,152,888		$	3,152,888
Joint Venture Debt		1,532,963			1,532,963
Contingent Liabilities & Letters of Credit		16,118			16,118
Unsecured Debt (3)		4,848,694			4,848,694

Total Outstanding Debt	$	9,550,663		$	9,550,663


Consolidated EBITDA:
Net income (loss) (per Consolidated Income Statement)	$	80,451		$	80,451
Subtract: Income from unconsolidated joint ventures (per Consolidated Income Statement)		(11,326	)		(11,326	)
Add: (Gains) losses from Investments in Securities (per Consolidated Income Statement)		860			860
Add: Interest Expense (per Consolidated Income Statement)		95,777			95,777
Add: Depreciation and Amortization (per Consolidated Income Statement)		109,495			109,495

EBITDA		275,257			275,257
Add: Company share of unconsolidated joint venture EBITDA		59,484			59,484

Consolidated EBITDA	$	334,741		$	334,741


Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)	$	95,777		$	95,777
Add: Company share of unconsolidated joint venture interest expense		23,938			23,938
Less: Amortization of financing costs		(2,286	)		(2,286	)
Less: Interest expense funded by construction loan draws		—			—

Adjusted Interest Expense	$	117,429		$	117,429


Covenant Ratios and Related Data	Test	Actual			Actual
Total Outstanding Debt/Total Assets	Less than 60%		47.8	%		46.8	%
Secured Debt/Total Assets	Less than 50%		23.4	%		23.0	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50x		2.85			2.85
Unencumbered Assets/ Unsecured Debt	Greater than 150%		245.5	%		250.5	%


Unencumbered Consolidated EBITDA		$	183,791		$	183,791


Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)			2.71			2.71


% of Unencumbered Consolidated EBITDA to Consolidated EBITDA			54.9	%		54.9	%


# of unencumbered properties			116			116

(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)	Excludes fair value adjustment of $26,146.

(3)	Excludes debt discount of $12,713 and ASC 470-20 (formerly known as FSP APB 14-1) adjustment of $64,652.

Boston Properties, Inc.

Third 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%)		399			1,659			1,763			1,874			1,991			114,360			122,046
Two Grand Central Tower (60%)		353			1,465			1,556			1,652			101,072			—			106,098	(5)
Metropolitan Square (51%)		—			—			662			1,187			1,257			86,144			89,250
540 Madison Avenue (60%)		60			240			70,920			—			—			—			71,220	(3)
Market Square North (50%)		—			—			161			993			1,042			62,804			65,000
901 New York Avenue (25%)		180			742			782			823			37,590			—			40,117
Annapolis Junction (50%)		—			210			279			279			279			20,078			21,125	(4)
500 North Capitol (30%)		—			—			6,600			—			—			—			6,600	(6)


		992			4,316			82,723			6,808			143,231			1,246,986			1,485,056

Aggregate Fair Value Adjustments		1,699			7,102			7,186			7,087			7,612			14,705			45,389


	$	2,691		$	11,418		$	89,909		$	13,895		$	150,843		$	1,261,691		$	1,530,445


GAAP Weighted Average Rate		6.00	%		5.81	%		6.65	%		5.62	%		5.84	%		6.38	%		6.34	%

% of Total Debt		0.18	%		0.75	%		5.87	%		0.91	%		9.86	%		82.44	%		100.00	%

Floating and Fixed Rate Debt Analysis


				Stated			GAAP
				Weighted			Weighted			Weighted Average
	% of Total Debt			Average Rate (1)			Average Rate			Maturity

Floating Rate Debt		1.87	%		2.75	%		2.96	%		5.3 years
Fixed Rate Debt		98.13	%		5.86	%		6.40	%		6.0 years

Total Debt		100.00	%		5.80	%		6.34	%		6.0 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 million) of the aggregate of $450 million 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.

(5)	On October 25, 2011, in conjunction with the sale of Two Grand Central Tower, the mortgage loan was assumed by the buyer.

(6)

On October 14, 2011, 500 North Capitol’s mortgage loan was refinanced with a new construction loan totaling $107 million, bearing interest at a variable rate equal to LIBOR plus 1.65% per annum and matures on October 14, 2014 with two, one-year extension options, subject to certain conditions. At closing, $33.3 million was drawn to fund the repayment of the existing mortgage of $22 million and $11.3 million to fund previously expended development costs.

Boston Properties, Inc.

Third Quarter 2011

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of September 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)	$	660,375	(6)	$	114,789		$	96,373		$	67,110		$	(12,500	)	$	12,328		$	(1,475	)	$	51,754		$	20,962		$	10,382		$	3,585		$	1,023,683	$	23,159		$	1,046,842
Note Receivable		270,000	(6)		—			—			—			—			—			—			—			—			—			—			270,000		6,375	(10)		276,375

Net Equity (5)	$	390,375		$	114,789		$	96,373		$	67,110		$	(12,500	)	$	12,328		$	(1,475	)	$	51,754		$	20,962		$	10,382		$	3,585		$	753,683	$	16,784		$	770,467

Mortgage/Construction loans payable (5) (7)	$	963,600		$	122,046		$	106,098		$	71,220		$	65,000		$	89,250		$	40,117		$	—		$	21,125		$	—		$	6,600		$	1,485,056	$	47,907		$	1,532,963

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 September 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	$	57,677		$	10,141	$	7,769		$	7,116		$	4,579		$	8,454		$	8,519		$	1,075		$	4,089		$	(1	)	$	35		$	109,453		$	4,330		$	113,783
Straight-line rent		4,976			1,237		154			(1	)		420			(14	)		(119	)		—			(2	)		—			—			6,651			24			6,675
Fair value lease revenue		26,468			622		668			363			—			—			—			—			—			—			—			28,121			188			28,309
Termination Income		1,202			—		—			—			—			132			—			—			—			—			—			1,334			—			1,334

Total revenue		90,323			12,000		8,591			7,478			4,999			8,572			8,400			1,075			4,087			(1	)		35			145,559			4,542			150,101

EXPENSES
Operating		21,447			3,397		4,293			2,982			2,659			3,076			3,109			684			1,310			59			(50	)		42,966			1,618			44,584


NET OPERATING INCOME		68,876			8,603		4,298			4,496			2,340			5,496			5,291			391			2,777			(60	)		85			102,593			2,924			105,517
Interest		26,561			3,133		2,678			1,936			1,597			2,541			2,111			—			169			—			—			40,726			1,084			41,810
Interest other - partner loans		15,889			—		—			—			—			—			—			—			—			—			—			15,889			—			15,889
Depreciation and amortization		29,695			4,188		2,347			2,147			919			1,917			1,365			1,368			1,179			—			(30	)		45,095			1,678			46,773

SUBTOTAL		72,145			7,321		5,025			4,083			2,516			4,458			3,476			1,368			1,348			—			(30	)		101,710			2,762			104,472

Impairment loss							39,384	(11)																										39,384						39,384

NET INCOME/(LOSS)	$	(3,269	)	$	1,282	$	(40,111	)	$	413		$	(176	)	$	1,038		$	1,815		$	(977	)	$	1,429		$	(60	)	$	115		$	(38,501	)	$	162		$	(38,339	)


BXP’s share of net income/(loss)	$	(1,961	)	$	768	$	(24,067	)	$	248		$	(88	)	$	529		$	904	(8)	$	(327	)	$	670	(8)	$	(30	)	$	35		$	(23,320	)	$	74	(4)(8)	$	(23,246	)
Basis differential (9)		—			472		24,161	(11)		269			—			—			—			—			—			—			—			24,902			137	(4)		25,039
Elimination of inter-entity interest on partner loan		9,533			—		—			—			—			—			—			—			—			—			—			9,533			—			9,533

Income/(loss) from unconsolidated joint ventures	$	7,572		$	1,240	$	95		$	517		$	(88	)	$	529		$	904		$	(327	)	$	670		$	(30	)	$	35		$	11,115		$	211	(4)	$	11,326

BXP’s share of depreciation & amortization		17,817			2,124		1,043			1,078			459			977			559	(8)		458			607	(8)		—			(9	)		25,113			521	(4)(8)		25,634

BXP’s share of Funds from Operations (FFO)	$	25,389		$	3,364	$	1,138		$	1,595		$	371		$	1,506		$	1,463		$	131		$	1,277		$	(30	)	$	26		$	36,228		$	732	(4)	$	36,960

BXP’s share of net operating income/(loss)	$	41,326		$	5,244	$	2,744		$	2,756		$	1,170		$	2,803		$	1,323		$	130		$	1,389		$	(30	)	$	26		$	58,880		$	1,144	(4)	$	60,024

(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 million) of the aggregate of $450 million 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)	Represents a loan from the Company to the Value Added Fund. The loan from the Company bears interest at a fixed rate of 10.0% per annum and matures on May 31, 2014.

(11)

On October 25, 2011, Two Grand Central Tower located in New York City was sold for approximately $401.0 million, including the assumption by the buyer of approximately $176.6 million of mortgage indebtedness. Pursuant to ASC 360, the unconsolidated joint venture recorded an impairment charge during the three months ended September 30, 2011 of approximately $39.4 million The Company’s share of the current quarter impairment was approximately $24.2 million. Because the Company had previously recognized an impairment loss in an amount greater than $24.2 million, on its investment in the unconsolidated joint venture that owns Two Grand Central Tower, no additional impairment loss has been recognized by the Company.

Boston Properties, Inc.

Third 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 %			Annualized Revenue per leased SF (1)		Mortgage Notes Payable (2)

300 Billerica Road, Chelmsford, MA		1		110,882		100.0	%	$	9.00	$	1,875	(3)
Mountain View Research Park, Mountain View, CA		16		600,449		65.2	%		31.29		36,281	(4)
Mountain View Technology Park, Mountain View, CA		7		135,279		90.7	%		22.07		9,751	(5)

Total		24		846,610		73.8	%	$	25.53	$	47,907

Results of Operations

(unaudited and in thousands)

for the three months ended September 30, 2011


	Value-Added
	Fund
REVENUE

Rental	$	4,330
Straight-line rent		24
Fair value lease revenue		188

Total revenue		4,542


EXPENSES
Operating		1,618


SUBTOTAL		2,924

Interest		1,084
Depreciation and amortization		1,678

SUBTOTAL		2,762


NET INCOME	$	162


BXP’s share of net income	$	74
Basis differential (6)		137

Income from Value-Added Fund	$	211
BXP’s share of depreciation & amortization		521

BXP’s share of Funds from Operations (FFO)	$	732


The Company’s Equity in the Value-Added Fund	$	16,784

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(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 to the Value-Added Fund, 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.

Third 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 September 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 Residential (4)			% of NOI Hotel (4)			% of NOI Total (4)

Greater Boston		11,238,029			25.8	%		832,890			1.6	%		12,070,919			31.2	%		0.0	%		0.6	%		28.0	%
Greater Washington		9,399,545	(5)		20.4	%		756,325			1.0	%		10,155,870	(5)		26.3	%		0.0	%		—			21.4	%
Midtown Manhattan		8,954,984	(6)		38.2	%		—			—			8,954,984	(6)		23.2	%		—			—			38.2	%
Princeton/East Brunswick, NJ		2,453,574			2.5	%		—			—			2,453,574			6.4	%		—			—			2.5	%
Greater San Francisco		4,980,850			9.9	%		—			—			4,980,850			12.9	%		—			—			9.9	%

		37,026,982			96.8	%		1,589,215			2.6	%		38,616,197			100.0	%		0.0	%		0.6	%		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)


Geographic Area	CBD			Suburban			Total

Greater Boston		22.0	%		6.0	%		28.0	%
Greater Washington		9.1	%		12.3	%		21.4	%
Midtown Manhattan		38.2	%		—			38.2	%
Princeton/East Brunswick, NJ		—			2.5	%		2.5	%
Greater San Francisco		8.2	%		1.7	%		9.9	%


Total		77.5	%		22.5	%		100.0	%

Structured Parking


	Number of Spaces		Square Feet

Total Structured Parking		43,899		14,828,024

Hotel Properties


Hotel Properties	Number of Rooms		Square Feet
Cambridge Center Marriott, Cambridge, MA		433		330,400

Total Hotel Properties		433		330,400

Residential Properties


Residential Properties	Number of Units		Square Feet (7)
Residences on The Avenue, Washington, DC		335		325,000
The Lofts at Atlantic Wharf, Boston, MA		86		88,000

Total Residential Properties		421		413,000

(1)	For disclosures relating to our definition of In-Service Properties, see page 51.

(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 43. For disclosures relating to our use of Portfolio NOI see page 51.

(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, 407,207 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 1,805,401 square feet at the General Motors Building, 581,267 square feet at 125 West 55th Street, 650,278 square feet at Two Grand Central Tower and 289,195 square feet at 540 Madison Avenue, each of which is 60% owned by the Company.

(7)	Includes approximately 60,000 square feet of retail space.

Boston Properties, Inc.

Third Quarter 2011

In-Service Property Listing

as of September 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		1,723,276		97.8	%	$	49.96	Y	CBD
		800 Boylston Street - The Prudential Center	CBD Boston MA		1		1,228,690		91.4	%		49.13	N	CBD
		111 Huntington Avenue - The Prudential Center	CBD Boston MA		1		859,641		92.7	%		59.86	N	CBD
		101 Huntington Avenue - The Prudential Center	CBD Boston MA		1		505,939		100.0	%		40.90	N	CBD
		The Shops at the Prudential Center	CBD Boston MA		1		504,089		99.2	%		71.81	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		91.1	%		43.79	N	CBD
		Three Cambridge Center	East Cambridge MA		1		109,358		100.0	%		26.45	N	CBD
		Four Cambridge Center	East Cambridge MA		1		199,131		57.5	%		43.45	N	CBD
		Five Cambridge Center	East Cambridge MA		1		240,480		100.0	%		45.94	N	CBD
		Eight Cambridge Center	East Cambridge MA		1		177,226		100.0	%		41.24	N	CBD
		Ten Cambridge Center	East Cambridge MA		1		152,664		100.0	%		44.36	N	CBD
		Eleven Cambridge Center	East Cambridge MA		1		79,616		100.0	%		49.07	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		969,861		58.9	%		34.48	Y	S
		Reservoir Place	Route 128 Mass Turnpike MA		1		526,080		84.4	%		32.05	Y	S
		Reservoir Place North	Route 128 Mass Turnpike MA		1		73,258		100.0	%		29.54	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		300,179		99.2	%		33.32	N	S
		77 CityPoint	Route 128 Mass Turnpike MA		1		209,707		100.0	%		42.84	N	S
	(3)	Waltham Office Center	Route 128 Mass Turnpike MA		1		67,005		24.9	%		17.49	N	S
		195 West Street	Route 128 Mass Turnpike MA		1		63,500		100.0	%		37.38	N	S
		200 West Street	Route 128 Mass Turnpike MA		1		256,245		78.7	%		31.48	N	S
		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		84.3	%		28.97	N	S
		10 & 20 Burlington Mall Road	Route 128 Northwest MA		2		152,097		87.4	%		24.61	N	S
		Bedford Business Park	Route 128 Northwest MA		1		92,207		100.0	%		27.29	N	S
		32 Hartwell Avenue	Route 128 Northwest MA		1		69,154		100.0	%		25.99	N	S
		91 Hartwell Avenue	Route 128 Northwest MA		1		121,425		58.1	%		26.69	N	S
		92 Hayden Avenue	Route 128 Northwest MA		1		31,100		100.0	%		35.02	N	S
		100 Hayden Avenue	Route 128 Northwest MA		1		55,924		100.0	%		34.90	N	S
		33 Hayden Avenue	Route 128 Northwest MA		1		80,128		43.7	%		39.72	N	S
		Lexington Office Park	Route 128 Northwest MA		2		166,745		79.7	%		27.57	N	S
		191 Spring Street	Route 128 Northwest MA		1		158,900		100.0	%		31.87	N	S
		181 Spring Street	Route 128 Northwest MA		1		56,602		100.0	%		30.69	N	S
		201 Spring Street	Route 128 Northwest MA		1		106,300		100.0	%		34.06	N	S
		40 Shattuck Road	Route 128 Northwest MA		1		121,216		82.4	%		21.59	N	S
		Quorum Office Park	Route 128 Northwest MA		2		267,527		82.5	%		16.14	N	S

					46		11,238,029		89.6	%	$	42.92


Office/Technical
		Seven Cambridge Center	East Cambridge MA		1		231,028		100.0	%	$	85.53	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		377,884		74.0	%		20.65	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		832,890		77.4	%	$	43.38


			Total Greater Boston:		53		12,070,919		88.8	%	$	42.95

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Not included in Same Property analysis.

(3)	Property held for redevelopment.

Boston Properties, Inc.

Third Quarter 2011

In-Service Property Listing (continued)

as of September 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		97.7	%	$	49.33	N	CBD
		500 E Street, S. W.	Southwest Washington DC		1		248,336		100.0	%		44.77	N	CBD
		Metropolitan Square (51% ownership)	East End Washington DC		1		588,917		99.8	%		52.03	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		85.8	%		55.25	Y	CBD
		505 9th Street, N.W. (50% ownership)	East End Washington DC		1		321,943		100.0	%		61.89	Y	CBD
		901 New York Avenue (25% ownership)	East End Washington DC		1		539,229		99.8	%		60.41	Y	CBD
	(2)	635 Massachusetts Avenue	East End Washington DC		1		211,000		100.0	%		28.31	N	CBD
	(3)	2200 Pennsylvania Avenue	CBD Washington DC		1		456,988		82.0	%		66.47	N	CBD
		1333 New Hampshire Avenue	CBD Washington DC		1		315,371		98.5	%		49.52	N	CBD
		1330 Connecticut Avenue	CBD Washington DC		1		252,136		98.3	%		56.68	N	CBD
		Sumner Square	CBD Washington DC		1		208,665		93.7	%		44.40	Y	CBD
		Annapolis Junction (50% ownership)	Anne Arundel County, MD		1		117,599		100.0	%		143.98	Y	S
		Montvale Center	Montgomery County MD		1		123,392		79.4	%		27.27	Y	S
		One Preserve Parkway	Montgomery County MD		1		183,734		83.9	%		36.17	N	S
		2600 Tower Oaks Boulevard	Montgomery County MD		1		178,865		64.9	%		36.32	N	S
		Wisconsin Place Office	Montgomery County MD		1		299,186		96.5	%		48.48	N	S
		Democracy Tower	Fairfax County VA		1		235,436		100.0	%		45.49	N	S
		Kingstowne One	Fairfax County VA		1		151,195		88.6	%		37.29	Y	S
		Kingstowne Two	Fairfax County VA		1		156,251		98.2	%		38.02	Y	S
		Kingstowne Retail	Fairfax County VA		1		88,288		100.0	%		32.62	Y	S
		One Freedom Square	Fairfax County VA		1		424,016		97.1	%		42.28	Y	S
		Two Freedom Square	Fairfax County VA		1		421,142		96.7	%		43.09	N	S
		One Reston Overlook	Fairfax County VA		1		319,384		63.8	%		32.40	N	S
		Two Reston Overlook	Fairfax County VA		1		134,615		100.0	%		31.72	N	S
		One and Two Discovery Square	Fairfax County VA		2		366,990		100.0	%		43.36	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	%		39.17	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	%		47.07	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

					36		9,399,545		95.0	%	$	47.74


Office/Technical
	(2)	6601 Springfield Center Drive	Fairfax County VA		1		26,388		100.0	%	$	10.92	N	S
		7435 Boston Boulevard	Fairfax County VA		1		103,557		100.0	%		21.13	N	S
		7451 Boston Boulevard	Fairfax County VA		1		47,001		100.0	%		23.06	N	S
		7450 Boston Boulevard	Fairfax County VA		1		62,402		100.0	%		20.34	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	%		15.97	N	S
		7501 Boston Boulevard	Fairfax County VA		1		75,756		100.0	%		25.34	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	%		20.47	N	S
		8000 Corporate Court	Fairfax County VA		1		52,539		100.0	%		20.97	N	S
		7300 Boston Boulevard	Fairfax County VA		1		32,000		100.0	%		28.29	N	S

					12		756,325		100.0	%	$	19.51


			Total Greater Washington:		48		10,155,870		95.4	%	$	45.54

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Property held for redevelopment.

(3)	Not included in Same Property analysis.

Boston Properties, Inc.

Third Quarter 2011

In-Service Property Listing (continued)

as of September 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		96.5	%	$	80.14	Y	CBD
		601 Lexington Avenue	Park Avenue NY		1		1,630,318		98.0	%		85.18	Y	CBD
		399 Park Avenue	Park Avenue NY		1		1,707,476		98.8	%		80.95	N	CBD
		Times Square Tower	Times Square NY		1		1,245,921		98.1	%		68.78	N	CBD
		General Motors Building (60% ownership)	Plaza District NY		1		1,805,401		98.7	%		117.01	Y	CBD
		540 Madison Avenue (60% ownership)	Fifth/Madison Avenue NY		1		289,195		96.6	%		95.69	Y	CBD
		125 West 55th Street (60% ownership)	Sixth/Rock Center NY		1		581,267		100.0	%		66.87	Y	CBD
		Two Grand Central Tower (60% ownership)	Grand Central District NY		1		650,278		74.6	%		57.00	Y	CBD

			Total Midtown Manhattan:		8		8,954,984		96.5	%	$	85.55


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		83.9	%		32.33	N	S
		105 Carnegie Center	Princeton NJ		1		69,955		55.4	%		27.96	N	S
		201 Carnegie Center	Princeton NJ		—		6,500		100.0	%		30.48	N	S
		202 Carnegie Center	Princeton NJ		1		130,582		92.7	%		32.53	N	S
		206 Carnegie Center	Princeton NJ		1		161,763		100.0	%		33.40	N	S
		210 Carnegie Center	Princeton NJ		1		162,372		94.4	%		37.04	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	%		34.18	N	S
		214 Carnegie Center	Princeton NJ		1		150,774		73.6	%		31.38	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		74.8	%		31.68	N	S
		508 Carnegie Center	Princeton NJ		1		128,662		20.3	%		31.06	N	S
		510 Carnegie Center	Princeton NJ		1		234,160		100.0	%		29.61	N	S
		701 Carnegie Center	Princeton NJ		1		120,000		100.0	%		36.89	N	S

					16		2,038,926		82.5	%	$	32.40


		One Tower Center	East Brunswick NJ		1		414,648		47.2	%	$	30.69	N	S

					1		414,648		47.2	%	$	30.69

			Total Princeton/East Brunswick, NJ:		17		2,453,574		76.5	%	$	32.22


Greater San Francisco
Office
		Embarcadero Center One	CBD San Francisco CA		1		833,723		85.7	%	$	46.87	N	CBD
		Embarcadero Center Two	CBD San Francisco CA		1		779,768		98.2	%		51.20	N	CBD
		Embarcadero Center Three	CBD San Francisco CA		1		775,086		93.6	%		43.54	N	CBD
		Embarcadero Center Four	CBD San Francisco CA		1		936,712		86.3	%		58.23	Y	CBD

					4		3,325,289		90.7	%	$	50.17


		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		97.0	%		33.55	N	S
		303 Almaden	San Jose CA		1		158,499		91.5	%		35.59	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		79.7	%	$	28.17


			Total Greater San Francisco:		17		4,980,850		87.0	%	$	43.44


			Total In-Service Properties:		143		38,616,197		91.3	%	$	53.59

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(2)	Property held for redevelopment.

Boston Properties, Inc.

Third 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		1,950,002	(1)		5.05	%
2	Citibank		1,046,768	(2)		2.71	%
3	Lockheed Martin		766,065			1.98	%
4	Genentech		640,271			1.66	%
5	Kirkland & Ellis		639,683	(3)		1.66	%
6	Biogen Idec		592,885			1.54	%
7	Ropes & Gray		528,931			1.37	%
8	O’Melveny & Myers		511,659			1.32	%
9	Bain Capital		476,653			1.23	%
10	Shearman & Sterling		472,808			1.22	%
11	Manufacturers Investment (Manulife)		469,050			1.21	%
12	Wellington Management		465,116			1.20	%
13	Weil Gotshal Manges		444,982	(4)		1.15	%
14	State Street Bank and Trust		408,552			1.06	%
15	Microsoft		400,278			1.04	%
16	Parametric Technology		380,987			0.99	%
17	Finnegan Henderson Farabow		362,405	(5)		0.94	%
18	Ann Inc (fka Ann Taylor Corp.)		338,942			0.88	%
19	Oracle		314,773	(6)		0.82	%
20	Bingham McCutchen		301,385			0.78	%

	Total % of Portfolio Square Feet					29.81	%
	Total % of Portfolio Revenue					31.47	%

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		306,668
Biogen Idec	17 Cambridge Center		190,000
Morrison & Foerster	250 West 55th Street		184,000
McDermott Will & Emery	500 North Capitol		171,000	(8)

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.

(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 the 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)	Boston Properties has a 30% interest in the property.

Boston Properties, Inc.

Third 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		546,561	$	27,344,317	$	50.03	$	27,568,313	$	50.44		1.55	%
2012		2,573,870		131,747,903		51.19		132,318,356		51.41		7.28	%
2013		1,762,790		75,500,631		42.83		76,440,051		43.36		4.99	%
2014		3,544,050		144,898,677		40.89		155,380,402		43.84		10.03	%
2015		3,199,706		158,077,556		49.40		167,196,549		52.25		9.05	%
2016		3,218,359		158,043,655		49.11		165,475,221		51.42		9.11	%
2017		3,289,754		213,691,005		64.96		236,065,950		71.76		9.31	%
2018		887,526		57,670,187		64.98		63,766,317		71.85		2.51	%
2019		2,754,328		159,092,865		57.76		174,099,356		63.21		7.79	%
2020		3,132,384		184,896,503		59.03		206,013,815		65.77		8.86	%
Thereafter		7,836,676		458,112,686		58.46		549,066,588		70.06		22.17	%

Occupancy By Location (5)


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

Greater Boston		95.0	%		92.6	%		82.9	%		85.5	%		89.6	%		89.2	%
Greater Washington		95.9	%		98.4	%		94.2	%		96.9	%		95.0	%		97.6	%
Midtown Manhattan		96.5	%		97.6	%		n/a			n/a			96.5	%		97.6	%
Princeton/East Brunswick, NJ		n/a			n/a			76.5	%		82.5	%		76.5	%		82.5	%
Greater San Francisco		90.7	%		91.6	%		78.5	%		96.1	%		87.0	%		92.9	%

Total Portfolio		95.1	%		95.7	%		85.4	%		90.7	%		91.4	%		93.7	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(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 739,085 square feet of leased premises in properties under development.

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

Boston Properties, Inc.

Third 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		40,778	$	398,592	$	9.77	$	398,592	$	9.77		2.57	%
2012		175,445		3,358,037		19.14		3,406,877		19.42		11.04	%
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		20.47	%
2015		166,224		4,010,840		24.13		4,075,257		24.52		10.46	%
2016		270,973		20,328,630		75.02		20,572,797		75.92		17.05	%
2017		—		—		—		—		—		0.00	%
2018		—		—		—		—		—		0.00	%
2019		—		—		—		—		—		0.00	%
2020		263,457		5,032,163		19.10		5,032,163		19.10		16.58	%
Thereafter		137,321		2,584,752		18.82		2,744,752		19.99		8.64	%

Occupancy By Location


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

Greater Boston		100.0	%		100.0	%		64.8	%		56.8	%		77.4	%		72.3	%
Greater Washington		n/a			n/a			100.0	%		100.0	%		100.0	%		100.0	%
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	%		85.4	%		82.1	%		88.2	%		85.5	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(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.

Third 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		34,516	$	1,917,261	$	55.55	$	1,920,141	$	55.63		2.05	%
2012		55,716		4,649,954		83.46		4,612,357		82.78		3.32	%
2013		82,305		6,763,717		82.18		6,833,806		83.03		4.90	%
2014		53,782		5,349,190		99.46		5,489,878		102.08		3.20	%
2015		139,073		13,482,948		96.95		14,406,921		103.59		8.28	%
2016		178,264		22,319,996		125.21		23,063,800		129.38		10.61	%
2017		144,787		10,949,493		75.62		17,420,439		120.32		8.62	%
2018		234,912		10,649,667		45.33		11,234,504		47.82		13.98	%
2019		55,478		4,129,010		74.43		4,637,590		83.59		3.30	%
2020		87,963		4,439,741		50.47		5,202,593		59.15		5.24	%
Thereafter		613,286		39,208,642		63.93		48,712,871		79.43		36.50	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(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 21,178 square feet of leased premises in properties under development.

Boston Properties, Inc.

Third 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		621,855	$	29,660,170	$	47.70	$	29,887,047	$	48.06		1.61	%
2012		2,805,031		139,755,894		49.82		140,337,590		50.03		7.26	%
2013		1,852,574		82,413,347		44.49		83,425,882		45.03		4.80	%
2014		3,923,214		156,636,078		39.93		167,439,217		42.68		10.16	%
2015		3,505,003		175,571,344		50.09		185,678,726		52.98		9.08	%
2016		3,667,596		200,692,280		54.72		209,111,818		57.02		9.50	%
2017		3,434,541		224,640,498		65.41		253,486,390		73.81		8.89	%
2018		1,122,438		68,319,855		60.87		75,000,821		66.82		2.91	%
2019		2,809,806		163,221,874		58.09		178,736,946		63.61		7.28	%
2020		3,483,804		194,368,407		55.79		216,248,570		62.07		9.02	%
Thereafter		8,587,283		499,906,081		58.21		600,524,212		69.93		22.24	%

Occupancy By Location


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

Greater Boston		95.2	%		93.0	%		81.2	%		82.1	%		88.8	%		87.7	%
Greater Washington		95.9	%		98.4	%		95.0	%		97.3	%		95.4	%		97.8	%
Midtown Manhattan		96.5	%		97.6	%		n/a			n/a			96.5	%		97.6	%
Princeton/East Brunswick, NJ		n/a			n/a			76.5	%		82.5	%		76.5	%		82.5	%
Greater San Francisco		90.7	%		91.6	%		78.5	%		96.1	%		87.0	%		92.9	%

Total Portfolio		95.2	%		95.7	%		85.4	%		89.9	%		91.3	%		93.4	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(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 760,263 square feet of leased premises in properties under development.

Boston Properties, Inc.

Third 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		125,131	$	3,774,385	$	30.16	$	3,852,321	$	30.79			36,528	$	310,552	$	8.50	$	310,552	$	8.50
2012		782,782		28,436,266		36.33		28,505,316		36.42			—		—		—		—		—
2013		698,610		31,016,851		44.40		31,265,419		44.75			—		—		—		—		—
2014		1,133,189		42,343,554		37.37		44,126,159		38.94			97,362		2,120,067		21.78		2,120,067		21.78
2015		1,462,908		62,097,361		42.45		64,551,739		44.13			—		—		—		—		—
2016		797,769		28,725,157		36.01		30,914,278		38.75			241,823		19,724,830		81.57		19,814,919		81.94
2017		488,282		19,734,326		40.42		21,859,809		44.77			—		—		—		—		—
2018		229,564		10,645,422		46.37		11,730,744		51.10			—		—		—		—		—
2019		633,550		28,508,942		45.00		30,913,177		48.79			—		—		—		—		—
2020		212,859		9,622,566		45.21		10,536,789		49.50			183,486		3,754,917		20.46		3,754,917		20.46
Thereafter		3,250,364		155,490,584		47.84		182,999,374		56.30			80,000		1,667,616		20.85		1,827,616		22.85

	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		12,037	$	1,536,108	$	127.62	$	1,566,108	$	130.11	(5)		173,696	$	5,621,045	$	32.36	$	5,728,981	$	32.98
2012		11,604		2,324,560		200.32		2,229,976		192.17			794,386		30,760,826		38.72		30,735,292		38.69
2013		32,058		3,969,129		123.81		3,949,830		123.21			730,668		34,985,981		47.88		35,215,249		48.20
2014		16,645		2,508,356		150.70		2,535,169		152.31			1,247,196		46,971,976		37.66		48,781,395		39.11
2015		73,046		5,543,258		75.89		5,561,623		76.14			1,535,954		67,640,619		44.04		70,113,362		45.65
2016		16,774		2,086,168		124.37		2,162,808		128.94			1,056,366		50,536,155		47.84		52,892,005		50.07	(6)
2017		45,499		2,691,164		59.15		2,856,786		62.79			533,781		22,425,489		42.01		24,716,595		46.30
2018		173,845		7,401,163		42.57		7,648,503		44.00			403,409		18,046,585		44.74		19,379,247		48.04
2019		16,026		2,187,834		136.52		2,422,008		151.13			649,576		30,696,776		47.26		33,335,184		51.32
2020		52,089		2,992,285		57.45		3,473,049		66.68			448,434		16,369,769		36.50		17,764,755		39.62
Thereafter		284,997		12,778,114		44.84		14,620,794		51.30			3,615,361		169,936,314		47.00		199,447,785		55.17

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(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 626,659 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 $93.42 per square foot and $93.42 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 $37.29 per square foot and $40.14 per square foot, respectively, in 2016.

Boston Properties, Inc.

Third 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		—		—		—		—		—			—		—		—		—		—
Q3 2011		5,330		124,747		23.40		124,747		23.40	(4)		—		—		—		—		—
Q4 2011		119,801		3,649,638		30.46		3,727,574		31.11			36,528		310,552		8.50		310,552		8.50

Total 2011		125,131	$	3,774,385	$	30.16	$	3,852,321	$	30.79			36,528	$	310,552.32	$	8.50	$	310,552.32	$	8.50


Q1 2012		200,367	$	7,465,563	$	37.26	$	7,472,763	$	37.30			—	$	—	$	—	$	—	$	—
Q2 2012		193,132		6,863,008		35.54		6,863,008		35.54			—		—		—		—		—
Q3 2012		114,950		3,688,044		32.08		3,693,421		32.13			—		—		—		—		—
Q4 2012		274,333		10,419,651		37.98		10,476,123		38.19			—		—		—		—		—

Total 2012		782,782	$	28,436,266	$	36.33	$	28,505,316	$	36.42			—	$	—	$	—	$	—	$	—


	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		—		—		—		—		—			—		—		—		—		—
Q3 2011		2		52,000		25,999.98		52,000		25,999.98	(4)		5,332		176,747		33.15		176,747		33.15	(4)
Q4 2011		12,035		1,484,109		123.32		1,514,109		125.81			168,364		5,444,298		32.34		5,552,235		32.98

Total 2011		12,037	$	1,536,108	$	127.62	$	1,566,108	$	130.11	(5)		173,696	$	5,621,045	$	32.36	$	5,728,981	$	32.98


Q1 2012		9,806	$	1,549,217	$	157.99	$	1,467,917	$	149.70			210,173	$	9,014,780	$	42.89	$	8,940,680	$	42.54
Q2 2012		2		93,976		46,987.98		103,192		51,595.98			193,134		6,956,984		36.02		6,966,200		36.07
Q3 2012		6		370,900		61,816.64		348,400		58,066.65			114,956		4,058,943		35.31		4,041,821		35.16
Q4 2012		1,790		310,468		173.45		310,468		173.45			276,123		10,730,119		38.86		10,786,591		39.06

Total 2012		11,604	$	2,324,560	$	200.32	$	2,229,976	$	192.17			794,386	$	30,760,826	$	38.72	$	30,735,292	$	38.69

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(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 9/30/2011.

(5)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $93.42 per square foot and $93.42 per square foot, respectively, in 2011.

Boston Properties, Inc.

Third Quarter 2011

IN-SERVICE WASHINGTON REGION PROPERTIES

Lease Expirations - Washington 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		25,010	$	1,308,673	$	52.33	$	1,314,544	$	52.56			4,250	$	88,040	$	20.72	$	88,040	$	20.72
2012		1,038,724		52,524,165		50.57		52,837,461		50.87	(4)(5)		175,445		3,358,037		19.14		3,406,877		19.42
2013		176,073		9,313,578		52.90		9,510,580		54.01	(4)		7,479		148,998		19.92		152,025		20.33
2014		1,077,173		43,115,585		40.03		50,422,858		46.81			228,020		4,268,145		18.72		4,448,869		19.51
2015		644,445		29,906,492		46.41		32,179,892		49.93			166,224		4,010,840		24.13		4,075,257		24.52
2016		566,408		22,094,079		39.01		24,718,422		43.64			29,150		603,800		20.71		757,878		26.00
2017		904,870		49,022,545		54.18		52,272,347		57.77			—		—		—		—		—
2018		370,389		18,128,999		48.95		21,208,557		57.26			—		—		—		—		—
2019		825,968		39,096,551		47.33		43,737,511		52.95			—		—		—		—		—
2020		1,130,879		48,797,587		43.15		58,110,346		51.39			79,971		1,277,245		15.97		1,277,245		15.97
Thereafter		1,792,172		93,836,744		52.36		118,459,526		66.10			57,321		917,136		16.00		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		—	$	—	$	—	$	—	$	—			29,260	$	1,396,713	$	47.73	$	1,402,584	$	47.94
2012		5,050		323,666		64.09		329,212		65.19			1,219,219		56,205,868		46.10		56,573,549		46.40	(5)
2013		8,207		420,375		51.22		429,866		52.38			191,759		9,882,951		51.54		10,092,471		52.63
2014		12,053		654,446		54.30		679,433		56.37			1,317,246		48,038,176		36.47		55,551,160		42.17
2015		28,947		1,419,044		49.02		1,491,250		51.52			839,616		35,336,375		42.09		37,746,399		44.96
2016		26,268		1,320,252		50.26		1,349,742		51.38			621,826		24,018,131		38.63		26,826,041		43.14
2017		24,412		1,089,479		44.63		1,163,965		47.68			929,282		50,112,024		53.93		53,436,312		57.50
2018		44,148		2,372,663		53.74		2,643,423		59.88			414,537		20,501,662		49.46		23,851,979		57.54
2019		29,933		1,280,215		42.77		1,433,507		47.89			855,901		40,376,766		47.17		45,171,018		52.78
2020		17,495		555,870		31.77		671,283		38.37			1,228,345		50,630,702		41.22		60,058,875		48.89
Thereafter		208,776		8,799,234		42.15		11,668,020		55.89			2,058,269		103,553,114		50.31		131,044,682		63.67

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(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 114,740 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 $41.72 per square foot and $42.03 per square foot, respectively, for 2012 and $37.79 per square foot and $40.94 per square foot, respectively, for 2013.

(5)	Includes 255,244 square feet of space to be taken out of service for redevelopment. See page 48 for further details.

Boston Properties, Inc.

Third 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		—		—		—		—		—			—		—		—		—		—
Q3 2011		—		—		—		—		—			4,250		88,040		20.72		88,040		20.72	(4)
Q4 2011		25,010		1,308,673		52.33		1,314,544		52.56			—		—		—		—		—

Total 2011		25,010	$	1,308,673	$	52.33	$	1,314,544	$	52.56			4,250	$	88,040	$	20.72	$	88,040	$	20.72


Q1 2012		452,378	$	18,952,998	$	41.90	$	19,041,553	$	42.09			13,408	$	286,790	$	21.39	$	286,790	$	21.39
Q2 2012		378,193		23,750,876		62.80		23,759,345		62.82			26,388		288,126		10.92		288,126		10.92
Q3 2012		102,054		4,609,955		45.17		4,630,485		45.37			52,050		1,002,843		19.27		1,002,843		19.27
Q4 2012		106,099		5,210,335		49.11		5,406,078		50.95			83,599		1,780,278		21.30		1,829,118		21.88

Total 2012		1,038,724	$	52,524,165	$	50.57	$	52,837,461	$	50.87	(5)		175,445	$	3,358,037	$	19.14	$	3,406,877	$	19.42


	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		—		—		—		—		—			—		—		—		—		—
Q3 2011		—		—		—		—		—			4,250		88,040		20.72		88,040		20.72	(4)
Q4 2011		—		—		—		—		—			25,010		1,308,673		52.33		1,314,544		52.56

Total 2011		—	$	—	$	—	$	—	$	—			29,260	$	1,396,713	$	47.73	$	1,402,584	$	47.94


Q1 2012		585	$	21,882	$	37.41	$	21,882	$	37.41			466,371	$	19,261,670	$	41.30	$	19,350,225	$	41.49
Q2 2012		—		—		—		—		—			404,581		24,039,002		59.42		24,047,471		59.44
Q3 2012		—		—		—		—		—			154,104		5,612,798		36.42		5,633,328		36.56
Q4 2012		4,465		301,784		67.59		307,330		68.83			194,163		7,292,398		37.56		7,542,525		38.85

Total 2012		5,050	$	323,666	$	64.09	$	329,212	$	65.19			1,219,219	$	56,205,868	$	46.10	$	56,573,549	$	46.40	(6)

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(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 9/30/2011.

(5)	Includes 90,291 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space, current and future expiring rents would be $41.72 per square foot and $42.03 per square foot, respectively, in 2012.

(6)	Includes 255,244 square feet of space to be taken out of service for redevelopment. See page 48 for further details.

Boston Properties, Inc.

Third 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		280,959	$	13,599,276	$	48.40	$	13,739,464	$	48.90		—	$	—	$	—	$	—	$	—
2012		234,733		11,337,456		48.30		11,370,821		48.44		—		—		—		—		—
2013		515,872		14,529,689		28.17		15,003,881		29.08		—		—		—		—		—
2014		430,591		17,734,972		41.19		18,318,272		42.54		—		—		—		—		—
2015		513,428		20,568,609		40.06		21,452,685		41.78		—		—		—		—		—
2016		1,043,943		44,342,419		42.48		45,916,117		43.98		—		—		—		—		—
2017		300,181		13,006,454		43.33		13,994,661		46.62		—		—		—		—		—
2018		90,123		5,768,844		64.01		5,862,618		65.05		—		—		—		—		—
2019		80,697		3,554,216		44.04		3,877,004		48.04		—		—		—		—		—
2020		455,830		26,445,024		58.02		28,244,282		61.96		—		—		—		—		—
Thereafter		113,639		4,738,750		41.70		5,805,924		51.09		—		—		—		—		—

	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		22,171	$	357,153	$	16.11	$	330,033	$	14.89		303,130	$	13,956,428	$	46.04	$	14,069,497	$	46.41
2012		36,758		1,786,607		48.60		1,836,497		49.96		271,491		13,124,063		48.34		13,207,318		48.65
2013		40,358		2,195,091		54.39		2,265,750		56.14		556,230		16,724,779		30.07		17,269,631		31.05
2014		14,066		809,910		57.58		821,962		58.44		444,657		18,544,882		41.71		19,140,233		43.04
2015		27,092		1,929,396		71.22		1,992,750		73.55		540,520		22,498,005		41.62		23,445,435		43.38
2016		31,596		1,559,039		49.34		1,582,235		50.08		1,075,539		45,901,458		42.68		47,498,352		44.16
2017		13,083		693,214		52.99		783,612		59.90		313,264		13,699,668		43.73		14,778,272		47.18
2018		16,919		875,841		51.77		942,579		55.71		107,042		6,644,685		62.08		6,805,196		63.58
2019		5,642		302,012		53.53		345,624		61.26		86,339		3,856,228		44.66		4,222,628		48.91
2020		13,451		463,888		34.49		507,188		37.71		469,281		26,908,912		57.34		28,751,470		61.27
Thereafter		20,244		1,021,075		50.44		1,126,169		55.63		133,883		5,759,825		43.02		6,932,094		51.78

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(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.

Third 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		—		—		—		—		—		—		—		—		—		—
Q3 2011		—		—		—		—		—		—		—		—		—		—
Q4 2011		280,959		13,599,276		48.40		13,739,464		48.90		—		—		—		—		—

Total 2011		280,959	$	13,599,276	$	48.40	$	13,739,464	$	48.90		—	$	—	$	—	$	—	$	—


Q1 2012		33,608	$	1,831,879	$	54.51	$	1,831,879	$	54.51		—	$	—	$	—	$	—	$	—
Q2 2012		15,368		673,120		43.80		673,120		43.80		—		—		—		—		—
Q3 2012		141,963		6,829,024		48.10		6,819,311		48.04		—		—		—		—		—
Q4 2012		43,794		2,003,433		45.75		2,046,511		46.73		—		—		—		—		—

Total 2012		234,733	$	11,337,456	$	48.30	$	11,370,821	$	48.44		—	$	—	$	—	$	—	$	—


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

Q1 2011		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—		—		—		—		—		—
Q3 2011		—		—		—		—		—		—		—		—		—		—
Q4 2011		22,171		357,153		16.11		330,033		14.89		303,130		13,956,428		46.04		14,069,497		46.41

Total 2011		22,171	$	357,153	$	16.11	$	330,033	$	14.89		303,130	$	13,956,428	$	46.04	$	14,069,497	$	46.41


Q1 2012		1,641	$	193,003	$	117.61	$	193,003	$	117.61		35,249	$	2,024,883	$	57.45	$	2,024,883		57.45
Q2 2012		4,358		248,080		56.93		248,080		56.93		19,726		921,199		46.70		921,199		46.70
Q3 2012		11,005		895,524		81.37		940,080		85.42		152,968		7,724,548		50.50		7,759,391		50.73
Q4 2012		19,754		450,000		22.78		455,334		23.05		63,548		2,453,433		38.61		2,501,844		39.37

Total 2012		36,758	$	1,786,607	$	48.60	$	1,836,497	$	49.96		271,491	$	13,124,063	$	48.34	$	13,207,318	$	48.65

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(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.

Third 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		80,060	$	7,458,048	$	93.16	$	7,458,048	$	93.16		—	$	—	$	—	$	—	$	—
2012		473,186		37,987,807		80.28		38,079,180		80.47		—		—		—		—		—
2013		143,427		12,898,236		89.93		12,900,759		89.95		—		—		—		—		—
2014		228,518		19,480,412		85.25		19,873,711		86.97		—		—		—		—		—
2015		388,341		39,600,888		101.97		42,805,852		110.23		—		—		—		—		—
2016		727,746		60,252,037		82.79		61,152,553		84.03		—		—		—		—		—
2017		1,433,922		126,418,650		88.16		142,172,783		99.15		—		—		—		—		—
2018		186,547		22,818,913		122.32		24,623,680		132.00		—		—		—		—		—
2019		1,018,587		82,204,402		80.70		88,947,471		87.32		—		—		—		—		—
2020		1,332,816		100,031,326		75.05		109,122,397		81.87		—		—		—		—		—
Thereafter		2,453,419		196,260,311		79.99		233,127,395		95.02		—		—		—		—		—

	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		308	$	24,000	$	77.92	$	24,000	$	77.92		80,368	$	7,482,048	$	93.10	$	7,482,048	$	93.10
2012		2,304		215,120		93.37		216,673		94.04		475,490		38,202,927		80.34		38,295,852		80.54
2013		1,682		179,122		106.49		188,360		111.99		145,109		13,077,358		90.12		13,089,118		90.20
2014		11,018		1,376,477		124.93		1,453,314		131.90		239,536		20,856,889		87.07		21,327,026		89.03
2015		9,988		4,591,251		459.68		5,361,298		536.77		398,329		44,192,139		110.94		48,167,150		120.92
2016		103,626		17,354,536		167.47		17,969,015		173.40		831,372		77,606,573		93.35		79,121,568		95.17
2017		61,793		6,475,636		104.80		12,616,076		204.17		1,495,715		132,894,287		88.85		154,788,859		103.49
2018		—		—		—		—		—		186,547		22,818,913		122.32		24,623,680		132.00
2019		3,877		358,948		92.58		436,452		112.57		1,022,464		82,563,351		80.75		89,383,923		87.42
2020		4,928		427,698		86.79		551,073		111.82		1,337,744		100,459,024		75.10		109,673,470		81.98
Thereafter		99,269		16,610,219		167.33		21,297,887		214.55		2,552,688		212,870,531		83.39		254,425,283		99.67

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(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 133,604 square feet of leased premises in properties under development.

Boston Properties, Inc.

Third 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		—		—		—		—		—			—		—		—		—		—
Q3 2011		20,680		1,317,143		63.69		1,317,143		63.69	(4)		—		—		—		—		—
Q4 2011		59,380		6,140,905		103.42		6,140,905		103.42			—		—		—		—		—

Total 2011		80,060	$	7,458,048	$	93.16	$	7,458,048	$	93.16			—	$	—	$	—	$	—	$	—


Q1 2012		28,130	$	1,711,265	$	60.83	$	1,711,265	$	60.83			—	$	—	$	—	$	—	$	—
Q2 2012		175,905		11,620,723		66.06		11,703,586		66.53			—		—		—		—		—
Q3 2012		229,887		21,825,384		94.94		21,825,384		94.94			—		—		—		—		—
Q4 2012		39,264		2,830,435		72.09		2,838,945		72.30			—		—		—		—		—

Total 2012		473,186	$	37,987,807	$	80.28	$	38,079,180	$	80.47			—	$	—	$	—	$	—	$	—


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

Q1 2011		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—			—		—		—		—		—
Q3 2011		—		—		—		—		—			20,680		1,317,143		63.69		1,317,143		63.69	(4)
Q4 2011		308		24,000		77.92		24,000		77.92			59,688		6,164,905		103.29		6,164,905		103.29

Total 2011		308	$	24,000	$	77.92	$	24,000	$	77.92			80,368	$	7,482,048	$	93.10	$	7,482,048	$	93.10


Q1 2012		1,300	$	112,551	$	86.58	$	112,551	$	86.58			29,430	$	1,823,816	$	61.97	$	1,823,816	$	61.97
Q2 2012		243		51,251		210.91		51,251		210.91			176,148		11,671,974		66.26		11,754,836		66.73
Q3 2012		350		24,808		70.88		24,808		70.88			230,237		21,850,192		94.90		21,850,192		94.90
Q4 2012		411		26,511		64.50		28,063		68.28			39,675		2,856,946		72.01		2,867,008		72.26

Total 2012		2,304	$	215,120	$	93.37	$	216,673	$	94.04			475,490	$	38,202,927	$	80.34	$	38,295,852	$	80.54

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(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 9/30/2011.

Boston Properties, Inc.

Third 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		35,401	$	1,203,936	$	34.01	$	1,203,936	$	34.01		—	$	—	$	—	$	—	$	—
2012		44,445		1,462,210		32.90		1,525,579		34.33		—		—		—		—		—
2013		228,808		7,742,277		33.84		7,759,413		33.91		—		—		—		—		—
2014		674,579		22,224,155		32.95		22,639,402		33.56		—		—		—		—		—
2015		190,584		5,904,207		30.98		6,206,381		32.57		—		—		—		—		—
2016		82,493		2,629,963		31.88		2,773,851		33.63		—		—		—		—		—
2017		162,499		5,509,029		33.90		5,766,350		35.49		—		—		—		—		—
2018		10,903		308,010		28.25		340,719		31.25		—		—		—		—		—
2019		195,526		5,728,754		29.30		6,624,194		33.88		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
Thereafter		227,082		7,786,297		34.29		8,674,369		38.20		—		—		—		—		—

	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		—	$	—	$	—	$	—	$	—		35,401	$	1,203,936	$	34.01	$	1,203,936	$	34.01
2012		—		—		—		—		—		44,445		1,462,210		32.90		1,525,579		34.33
2013		—		—		—		—		—		228,808		7,742,277		33.84		7,759,413		33.91
2014		—		—		—		—		—		674,579		22,224,155		32.95		22,639,402		33.56
2015		—		—		—		—		—		190,584		5,904,207		30.98		6,206,381		32.57
2016		—		—		—		—		—		82,493		2,629,963		31.88		2,773,851		33.63
2017		—		—		—		—		—		162,499		5,509,029		33.90		5,766,350		35.49
2018		—		—		—		—		—		10,903		308,010		28.25		340,719		31.25
2019		—		—		—		—		—		195,526		5,728,754		29.30		6,624,194		33.88
2020		—		—		—		—		—		—		—		—		—		—
Thereafter		—		—		—		—		—		227,082		7,786,297		34.29		8,674,369		38.20

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(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.

Third 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		877		29,454		33.58		29,454		33.58	(4)		—		—		—		—		—
Q4 2011		34,524		1,174,482		34.02		1,174,482		34.02			—		—		—		—		—

Total 2011		35,401	$	1,203,936	$	34.01	$	1,203,936	$	34.01			—	$	—	$	—	$	—	$	—


Q1 2012		5,500	$	194,260	$	35.32	$	194,260	$	35.32			—	$	—	$	—	$	—	$	—
Q2 2012		19,175		583,742		30.44		583,742		30.44			—		—		—		—		—
Q3 2012		18,894		657,271		34.79		720,639		38.14			—		—		—		—		—
Q4 2012		876		26,937		30.75		26,937		30.75			—		—		—		—		—

Total 2012		44,445	$	1,462,210	$	32.90	$	1,525,579	$	34.33			—	$	—	$	—	$	—	$	—


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

Q1 2011		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—			—		—		—		—		—
Q3 2011		—		—		—		—		—			877		29,454		33.58		29,454		33.58	(4)
Q4 2011		—		—		—		—		—			34,524		1,174,482		34.02		1,174,482		34.02

Total 2011		—	$	—	$	—	$	—	$	—			35,401	$	1,203,936	$	34.01	$	1,203,936	$	34.01


Q1 2012		—	$	—	$	—	$	—	$	—			5,500	$	194,260	$	35.32	$	194,260	$	35.32
Q2 2012		—		—		—		—		—			19,175		583,742		30.44		583,742		30.44
Q3 2012		—		—		—		—		—			18,894		657,271		34.79		720,639		38.14
Q4 2012		—		—		—		—		—			876		26,937		30.75		26,937		30.75

Total 2012		—	$	—	$	—	$	—	$	—			44,445	$	1,462,210	$	32.90	$	1,525,579	$	34.33

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(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 9/30/2011.

Boston Properties, Inc.

Third 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		31,524	$	2,161,441	$	68.56	$	2,350,071	$	74.55	(5)		16,207	$	1,002,200	$	61.84	$	1,008,071	$	62.20
2012		198,936		11,071,950		55.66		10,978,441		55.19			179,459		7,963,844		44.38		7,975,029		44.44
2013		410,889		24,490,784		59.60		24,496,062		59.62			37,315		1,909,141		51.16		1,963,032		52.61
2014		966,922		38,488,977		39.81		40,043,165		41.41			624,068		25,586,073		41.00		31,929,762		51.16
2015		938,749		49,763,206		53.01		50,637,658		53.94			348,828		19,636,337		56.29		20,925,226		59.99
2016		494,181		32,945,714		66.67		33,236,919		67.26	(6)		63,647		3,127,366		49.14		3,398,735		53.40
2017		219,613		12,622,183		57.47		14,420,970		65.67			807,868		45,072,112		55.79		47,549,895		58.86
2018		317,593		15,480,305		48.74		16,323,125		51.40			93,634		5,753,958		61.45		6,483,569		69.24
2019		384,773		19,716,817		51.24		21,386,839		55.58			407,130		22,327,005		54.84		25,935,629		63.70
2020		264,948		12,614,851		47.61		14,009,837		52.88			486,504		23,109,441		47.50		28,178,673		57.92
Thereafter		2,527,800		135,051,056		53.43		161,081,192		63.72			1,160,466		65,775,056		56.68		85,647,588		73.80

	New York											San Francisco
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot

2011		80,368	$	7,482,048	$	93.10	$	7,482,048	$	93.10			120,225	$	8,621,109	$	71.71	$	8,593,989	$	71.48
2012		475,490		38,202,927		80.34		38,295,852		80.54			232,948		11,783,122		50.58		11,840,560		50.83
2013		145,109		13,077,358		90.12		13,089,118		90.20			243,943		11,742,582		48.14		12,018,676		49.27
2014		239,536		20,856,889		87.07		21,327,026		89.03			285,040		12,942,714		45.41		13,346,525		46.82
2015		398,329		44,192,139		110.94		48,167,150		120.92			297,705		14,560,138		48.91		14,753,196		49.56
2016		831,372		77,606,573		93.35		79,121,568		95.17			932,986		42,272,766		45.31		43,372,958		46.49
2017		1,495,715		132,894,287		88.85		154,788,859		103.49			219,743		10,504,206		47.80		10,962,724		49.89
2018		186,547		22,818,913		122.32		24,623,680		132.00			107,042		6,644,685		62.08		6,805,196		63.58
2019		1,022,464		82,563,351		80.75		89,383,923		87.42			86,339		3,856,228		44.66		4,222,628		48.91
2020		1,337,744		100,459,024		75.10		109,673,470		81.98			469,281		26,908,912		57.34		28,751,470		61.27
Thereafter		2,552,688		212,870,531		83.39		254,425,283		99.67			133,883		5,759,825		43.02		6,932,094		51.78

	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 51.

(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 760,263 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 $55.50 per square foot and $60.53 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 $49.53 per square foot and $50.52 per square foot, respectively, in 2016.

Boston Properties, Inc.

Third 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		142,172	$	3,459,604	$	24.33	$	3,378,910	$	23.77		13,053	$	394,513	$	30.22	$	394,513	$	30.22
2012		595,450		19,688,876		33.07		19,756,850		33.18		1,039,760		48,242,024		46.40		47,751,822		45.93	(4)(5)
2013		319,779		10,495,197		32.82		10,719,187		33.52		154,444		7,973,810		51.63		8,129,439		52.64	(4)
2014		280,274		8,483,000		30.27		8,738,230		31.18		693,178		22,452,104		32.39		23,621,398		34.08
2015		597,205		17,877,412		29.94		19,475,704		32.61		490,788		15,700,038		31.99		16,821,173		34.27
2016		562,185		17,590,441		31.29		19,655,087		34.96		558,179		20,890,765		37.43		23,427,306		41.97
2017		314,168		9,803,307		31.20		10,295,626		32.77		121,414		5,039,912		41.51		5,886,417		48.48
2018		85,816		2,566,280		29.90		3,056,122		35.61		320,903		14,747,704		45.96		17,368,411		54.12
2019		264,803		10,979,959		41.46		11,948,345		45.12		448,771		18,049,761		40.22		19,235,388		42.86
2020		183,486		3,754,917		20.46		3,754,917		20.46		741,841		27,521,261		37.10		31,880,202		42.97
Thereafter		1,087,561		34,885,259		32.08		38,366,593		35.28		897,803		37,778,058		34.74		45,397,094		50.56

	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	$	5,475,508	$	29.94
2012		—		—		—		—		—		38,543		1,340,941		34.79		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		7,937,867		32.69		8,692,239		35.80
2016		—		—		—		—		—		142,553		3,628,692		25.46		4,125,394		28.94
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		35,401	$	1,203,936	$	34.01	$	1,203,936	$	34.01		—	$	—	$	—	$	—	$	—
2012		44,445		1,462,210		32.90		1,525,579		34.33		—		—		—		—		—
2013		228,808		7,742,277		33.84		7,759,413		33.91		—		—		—		—		—
2014		674,579		22,224,155		32.95		22,639,402		33.56		—		—		—		—		—
2015		190,584		5,904,207		30.98		6,206,381		32.57		—		—		—		—		—
2016		82,493		2,629,963		31.88		2,773,851		33.63		—		—		—		—		—
2017		162,499		5,509,029		33.90		5,766,350		35.49		—		—		—		—		—
2018		10,903		308,010		28.25		340,719		31.25		—		—		—		—		—
2019		195,526		5,728,754		29.30		6,624,194		33.88		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
Thereafter		227,082		7,786,297		34.29		8,674,369		38.20		—		—		—		—		—

(1)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(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 114,740 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 $37.16 per square foot and $37.52 per square foot, respectively, for 2012 and $34.86 per square foot and $35.67 per square foot, respectively, for 2013.

(5)	Includes 255,244 square feet of space to be taken out of service for redevelopment, see page 48 for further details.

Boston Properties, Inc.

Third Quarter 2011

HOTEL PERFORMANCE

Cambridge Center Marriott


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

Occupancy		84.6	%		84.1	%		0.6	%		79.8	%		80.3	%		-0.6	%
Average Daily Rate	$	207.86		$	198.69			4.6	%	$	203.54		$	188.59			7.9	%
Revenue per available room	$	175.85		$	167.00			5.3	%	$	162.36		$	151.42			7.2	%

RESIDENTIAL PERFORMANCE

Residences on The Avenue

located at 2221 I Street, NW Washington, DC

Third Quarter

Percent

2011

2010

Change

Average Rental Rate (1)

3,229

N/A

Physical Occupancy (1) (2)

57.0

N/A

Economic Occupancy (2)

50.9

N/A

Net Operating Income (Loss) (3)

21,055

N/A

The Lofts at Atlantic Wharf

Boston, MA

Third Quarter

Percent

2011

2010

Change

Average Rental Rate (4)

3,439

N/A

Physical Occupancy (4) (2)

55.8

N/A

Economic Occupancy (2)

41.2

N/A

Net Operating Income (Loss) (5)

14,128

N/A

(1)	Excludes 50,000 square feet of retail space which is 100% occupied.

(2)	For disclosures related to our definition of Physical and Economic Occupancy, see page 52.

(3)	Includes 50,000 square feet of retail space, which had revenue of approximately $385,840 for the quarter ended September 30, 2011.

(4)	Excludes 10,000 square feet of retail space which is 0% occupied.

(5)	Includes 10,000 square feet of retail space, which had revenue of approximately $0 for the quarter ended September 30, 2011.

Boston Properties, Inc.

Third Quarter 2011

OCCUPANCY ANALYSIS

Same Property Occupancy⁽¹⁾ - By Location


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

Greater Boston		94.3	%		93.0	%		85.9	%		82.1	%		90.2	%		87.7	%
Greater Washington		97.5	%		98.4	%		95.0	%		97.2	%		96.0	%		97.7	%
Midtown Manhattan		96.5	%		97.6	%		n/a			n/a			96.5	%		97.6	%
Princeton/East Brunswick, NJ		n/a			n/a			76.5	%		82.5	%		76.5	%		82.5	%
Greater San Francisco		90.7	%		91.6	%		78.5	%		96.1	%		87.0	%		92.9	%

Total Portfolio		95.2	%		95.7	%		87.2	%		89.8	%		92.0	%		93.3	%

Same Property Occupancy⁽¹⁾ - By Type of Property


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

Total Office Portfolio		95.2	%		95.6	%		87.4	%		90.5	%		92.2	%		93.7	%
Total Office/Technical Portfolio		100.0	%		100.0	%		85.4	%		82.1	%		88.2	%		85.5	%

Total Portfolio		95.2	%		95.7	%		87.2	%		89.8	%		92.0	%		93.3	%

(1)	For disclosures related to our definition of Same Property, see page 51.

Boston Properties, Inc.

Third 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		33,876,857			1,589,215			330,400			35,796,472
Percent of properties in-service		91.5	%		100.0	%		100.0	%		91.9	%
Occupancy @ 9/30/2010		93.7	%		85.5	%		—			93.3	%
Occupancy @ 9/30/2011		92.2	%		88.2	%		—			92.0	%
Percent change from 3rd quarter 2011 over 3rd quarter 2010 (2):
Rental revenue		1.8	%		4.9	%		0.4	%
Operating expenses and real estate taxes		1.1	%		5.8	%		-2.6	%
Consolidated Net Operating Income (3) - excluding hotel											2.3	% (2)
Consolidated Net Operating Income (3) - Hotel											10.5	% (2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)											-0.9	% (2)
Portfolio Net Operating Income (3)											1.7	%

Rental revenue - cash basis		5.7	%		5.0	%		0.4	%
Consolidated Net Operating Income (3) - cash basis (5) excluding hotel		8.4	%		4.6	%					8.3	% (2)
Consolidated Net Operating Income (3) - cash basis (5) - Hotel											10.8	% (2)
Net Operating Income - cash basis (5) - BXP’s share of unconsolidated joint ventures											0.1	% (2)
Portfolio Net Operating Income (3) - cash basis (5)											7.1	%

Same Property Lease Analysis - quarter ended September 30, 2011


	Office			Office/ Technical			Total
Vacant space available @ 7/1/2011 (sf)		2,522,124			205,196			2,727,320
Square footage of leases expiring or terminated 7/1/2011-9/30/2011		933,755			25,678			959,433

Total space for lease (sf)		3,455,879			230,874			3,686,753

New tenants (sf)		658,628			16,291			674,919
Renewals (sf)		144,416			26,388			170,804

Total space leased (sf)		803,044			42,679			845,723

Space available @ 9/30/2011 (sf)		2,652,835			188,195			2,841,030

Net (increase)/decrease in available space (sf)		(130,711	)		17,001			(113,710	)
2nd generation Average lease term (months)		82			31			80
2nd generation Average free rent (days)		191			—			181
2nd generation TI/Comm PSF	$	21.99		$	16.47		$	21.70
Increase (decrease) in 2nd generation gross rents (6)		-10.33	%		0.00	%		-10.22	%
Increase (decrease) in 2nd generation net rents (6)		-15.81	%		0.00	%		-15.60	%

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

(2)	See page 44 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 43. For disclosures relating to our use of Portfolio NOI and Consolidated NOI, see page 51.

(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 43.

(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 665,047 square feet.

Boston Properties, Inc.

Third Quarter 2011

Reconciliation of Net Operating Income to Net Income


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

Net income (loss) attributable to Boston Properties, Inc.	$	70,542		$	57,668
Net income (loss) attributable to noncontrolling interests:
Noncontrolling interest - common units of the Operating Partnership		8,991			8,712
Noncontrolling interest - redeemable preferred units of the Operating Partnership		832			820
Noncontrolling interests in property partnerships		86			889


Net income (loss)		80,451			68,089

Add:
Losses from early extinguishment of debt		—			—
Interest expense		95,777			97,103
Losses (gains) from investments in securities		860			(731	)
Depreciation and amortization		109,495			81,133
Acquisition costs		51			1,893
General and administrative expense		17,340			18,067
Subtract:
Income from unconsolidated joint ventures		(11,326	)		(11,565	)
Interest and other income		(1,252	)		(1,814	)
Development and management services income		(8,180	)		(6,439	)

Consolidated Net Operating Income		283,216			245,736
Net Operating Income from unconsolidated joint ventures (BXP’s share) (1)		60,024			61,723

Combined Net Operating Income		343,240			307,459
Subtract:
Net Operating Income from Value-Added Fund (BXP’s share)		(1,144	)		(1,162	)

Portfolio Net Operating Income	$	342,096		$	306,297


Same Property Net Operating Income		304,162			298,966
Net operating income from non Same Properties (2)		28,958			2,106
Termination income		8,976			5,225

Portfolio Net Operating Income	$	342,096		$	306,297


Same Property Net Operating Income		304,162			298,966
Less straight-line rent and fair value lease revenue		29,154			42,230

Same Property Net Operating Income - cash basis	$	275,008		$	256,736

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

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

Boston Properties, Inc.

Third Quarter 2011

Same Property Net Operating Income by Reportable Segment

(in thousands)


	Office										Office/Technical
	For the three months ended				$			%			For the three months ended						$			%
	30-Sep-11		30-Sep-10		Change			Change			30-Sep-11			30-Sep-10			Change			Change

Rental Revenue		366,175		357,715								12,106		$	11,539
Less Termination Income		5,596		3,610								—			—


Rental revenue - subtotal		360,579		354,105	$	6,474			1.8	%		12,106			11,539		$	567			4.9	%

Operating expenses and real estate taxes		124,992		123,678		1,314			1.1	%		3,609			3,410			199			5.8	%


Net Operating Income (1)	$	235,587	$	230,427	$	5,160			2.2	%	$	8,497		$	8,129		$	368			4.5	%


Rental revenue - subtotal	$	360,579	$	354,105							$	12,106		$	11,539

Less straight line rent and fair value lease revenue		8,044		20,544		(12,500	)		-60.8	%		(54	)		(47	)		(7	)		-14.9	%


Rental revenue - cash basis		352,535		333,561		18,974			5.7	%		12,160			11,586			574			5.0	%

Less:
Operating expenses and real estate taxes		124,992		123,678		1,314			1.1	%		3,609			3,410			199			5.8	%


Net Operating Income (2) - cash basis	$	227,543	$	209,883	$	17,660			8.4	%	$	8,551		$	8,176		$	375			4.6	%


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

Rental Revenue	$	378,281	$	369,254							$	8,045		$	8,016
Less Termination Income		5,596		3,610								—			—


Rental revenue - subtotal		372,685		365,644	$	7,041			1.9	%		8,045			8,016		$	29			0.4	%

Operating expenses and real estate taxes		128,601		127,088		1,513			1.2	%		6,032			6,194			(162	)		-2.6	%


Net Operating Income (1)	$	244,084	$	238,556	$	5,528			2.3	%	$	2,013		$	1,822		$	191			10.5	%


Rental revenue - subtotal	$	372,685	$	365,644							$	8,045		$	8,016

Less straight line rent and fair value lease revenue		7,990		20,497		(12,507	)		-61.0	%		(7	)		(1	)		(6	)		-600.0	%


Rental revenue - cash basis		364,695		345,147		19,548			5.7	%		8,052			8,017			35			0.4	%

Less:
Operating expenses and real estate taxes		128,601		127,088		1,513			1.2	%		6,032			6,194			(162	)		-2.6	%


Net Operating Income (2) - cash basis	$	236,094	$	218,059	$	18,035			8.3	%	$	2,020		$	1,823		$	197			10.8	%



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

Rental Revenue		82,620	$	83,435							$	468,946	$	460,705
Less Termination Income		788		1,615								6,384		5,225


Rental revenue - subtotal		81,832		81,820	$	12			0.0	%		462,562		455,480	$	7,082			1.6	%

Operating expenses and real estate taxes		23,767		23,232		535			2.3	%		158,400		156,514		1,886			1.2	%


Net Operating Income (1)	$	58,065	$	58,588	$	(523	)		-0.9	%	$	304,162	$	298,966	$	5,196			1.7	%


Rental revenue - subtotal	$	81,832	$	81,820							$	462,562	$	455,480

Less straight line rent and fair value lease revenue		21,171		21,734		(563	)		-2.6	%		29,154		42,230		(13,076	)		-31.0	%


Rental revenue - cash basis		60,661		60,086		575			1.0	%		433,408		413,250		20,158			4.9	%

Less:
Operating expenses and real estate taxes		23,767		23,232		535			2.3	%		158,400		156,514		1,886			1.2	%


Net Operating Income (2) - cash basis	$	36,894	$	36,854	$	40			0.1	%	$	275,008	$	256,736	$	18,272			7.1	%

(1)	For a quantitative reconciliation of net operating income (NOI) to net income available to common shareholders, see page 43. For disclosures relating to our use of NOI see page 51.

(2)	For a quantitative reconciliation of NOI to NOI on a cash basis see page 43. For disclosures relating to our use of NOI see page 51.

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

Boston Properties, Inc.

Third Quarter 2011

LEASING ACTIVITY

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


	Office			Office/Technical			Total
Vacant space available @ 7/1/2011 (sf)		2,903,079			205,196			3,108,275
Property dispositions/ assets taken out of service (sf)		263,870			—			263,870
Property acquisitions (sf)		—			—			—
Assets placed in-service (sf)		179,775			—			179,775
Leases expiring or terminated 7/1/2011-9/30/2011 (sf)		1,267,095			25,678			1,292,773

Total space for lease (sf)		4,086,079			230,874			4,316,953

New tenants (sf)		769,791			16,291			786,082
Renewals (sf)		144,416			26,388			170,804

Total space leased (sf)		914,207			42,679			956,886	(1)

Space available @ 9/30/2011 (sf)		3,171,872			188,195			3,360,067

Net (increase)/decrease in available space (sf)		(268,793	)		17,001			(251,792	)
2nd generation Average lease term (months)		82			31			79
2nd generation Average free rent (days)		188			—			178
2nd generation TI/Comm PSF	$	21.72		$	16.47		$	21.45
Increase (decrease) in 2nd generation gross rents (2)		-10.33	%		0.00	%		-10.22	%
Increase (decrease) in 2nd generation net rents (3)		-15.81	%		0.00	%		-15.60	%


	All leases 1st Generation		All leases 2nd Generation		Incr (decr) in 2nd gen. gross cash rents (2)			Incr (decr) in 2nd gen. net cash rents (3)			Total Leased (4)		Total Total square feet of leases executed in the quarter (5)
Boston		33,273		434,532		-20.48	%		-29.58	%		467,805		473,366
Washington		60,077		175,625		11.38	%		13.54	%		235,702		315,537
New York		17,230		51,988		17.96	%		24.33	%		69,218		16,118
San Francisco		—		100,893		-34.49	%		-46.19	%		100,893		81,913
Princeton		—		83,268		-9.24	%		-14.29	%		83,268		139,698

		110,580		846,306		-10.22	%		-15.60	%		956,886		1,026,632

(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 665,047.

(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 665,047.

(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 281,280.

Boston Properties, Inc.

Third Quarter 2011

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q3 2011			Q2 2011			Q1 2011		2010			2009		2008

Recurring capital expenditures	$	7,120		$	2,785		$	1,130	$	13,988		$	27,813	$	29,781

Planned non-recurring capital expenditures associated with acquisition properties		1,042			731			120		395			865		3,203

Hotel improvements, equipment upgrades and replacements		1,239	(1)		1,478	(2)		494		2,262	(3)		1,515		2,317	(4)

	$	9,401		$	4,994		$	1,744	$	16,645		$	30,193	$	35,301

2nd Generation Tenant Improvements and Leasing Commissions


	Q3 2011		Q2 2011		Q1 2011		2010		2009		2008
Office
Square feet		803,627		760,821		1,450,468		4,765,440		3,545,251		2,472,619

Tenant improvements and lease commissions PSF	$	21.72	$	21.87	$	22.78	$	35.77	$	32.59	$	30.17

Office/Technical
Square feet		42,679		—		58,770		149,617		115,848		26,388

Tenant improvements and lease commissions PSF	$	16.47	$	—	$	14.28	$	2.14	$	0.13	$	—


Average tenant improvements and lease commissions PSF	$	21.45	$	21.87	$	22.45	$	34.74	$	31.56	$	29.85

(1)	Includes approximately $928 of retail tenant improvements.

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

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

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

Boston Properties, Inc.

Third Quarter 2011

ACQUISITIONS/DISPOSITIONS

as of September 30, 2011

ACQUISITIONS

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


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

Bay Colony Corporate Center		Feb-11		969,861	$	185,000,000	$	30,000,000	$	215,000,000		59	%


Total Acquisitions				969,861	$	185,000,000	$	30,000,000	$	215,000,000		59	%

DISPOSITIONS

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

Property

Date Disposed

Square Feet

Gross
Sales Price

Book Gain

Not Applicable

Total Dispositions

—

Boston Properties, Inc.

Third Quarter 2011

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of September 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			Amount Drawn at September 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	$	527,063,702	$	552,900,000		$192,500,000	(5)	$	—	$	(166,663,702)	(5)		90	%		82	%
510 Madison Avenue	Q2 2011	Q3 2013	New York, NY	1		347,000		349,894,628		375,000,000		—			—		25,105,372			39	%		25	%
Annapolis Junction Lot 6 (50% ownership)	Q1 2012	Q3 2013	Annapolis, MD	1		120,000		7,753,535		14,000,000		—			—		6,246,465			0	%		0	%
12310 Sunrise Valley (6)	Q1 2012	Q1 2012	Reston, VA	1		267,531		35,817,494		67,000,000		—			—		31,182,506			100	%		0	%
500 North Capitol (30% ownership) (7)	Q4 2012	Q4 2013	Washington, DC	1		232,000		14,106,479		36,540,000		6,600,000	(7)		6,600,000		22,433,521	(7)		74	%		0	%
17 Cambridge Center (8)	Q3 2013	Q3 2013	Cambridge, MA	1		190,329		22,619,800		86,300,000		—			—		63,680,200			100	%		0	%
250 West 55th Street (9)	Q2 2014	Q4 2015	New York, NY	1		989,000		500,317,016		1,050,000,000		—			—		549,682,984			19	%		0	%

Total Properties under Construction				7		2,935,860	$	1,457,572,653	$	2,181,740,000	$	199,100,000		$	6,600,000	$	531,667,347			56	%		36	%

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 September 30, 2011		Estimated Future Equity Requirement (2)			Percentage Leased (3)			Percentage Placed in Service (4)

Office
2200 Pennsylvania Avenue (10)	Q1 2011	Q4 2011	Washington, DC	1		456,988	$	177,694,796	$	210,000,000	$	—	$	—	$	32,305,204			94	%		100	%


Total Office Properties Placed in Service				1		456,988	$	177,694,796	$	210,000,000	$	—	$	—	$	32,305,204			94	%		100	%


Residential
The Lofts at Atlantic Wharf (86 Units) (11)	Q3 2011	Q2 2012	Boston, MA	1		78,000	$	54,932,079	$	47,100,000	$	—	$	—	$	(7,832,079	)		71	%		100	%
Atlantic Wharf -Retail						10,000		—		—		—		—		—			55	%		included above
Residences on The Avenue (335 units) (12)	Q2 2011	Q3 2012	Washington, DC	1		275,000		112,298,683		124,000,000		—		—		11,701,317			69	%		100	%
2221 I Street, NW - Retail						50,000		—		—		—		—		—			100	%		included above


Total Residential Properties Placed in Service				2		413,000	$	167,230,762	$	171,100,000	$	—	$	—	$	3,869,238			73	%		100	%


Total Projects placed in Service				3		869,988	$	344,925,558	$	381,100,000	$	—	$	—	$	36,174,442			87	%		100	%

IN-SERVICE PROPERTIES HELD FOR RE-DEVELOPMENT


	Sub Market	Number of Buildings	Existing Square Feet		Leased %			Annualized Revenue Per Leased SF (13)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)	Estimated Future SF (14)
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		24.9	%		17.49	N	S		414,000
6601 Springfield Center Drive	Fairfax County VA	1		26,388		100.0	%		10.92	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 Sunrise Valley (15)	Fairfax County VA	1		255,244		100.0	%		44.99	N	S		255,951

Total Properties held for Re-Development		10		812,749		85.0	%	$	29.91				2,453,951

(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 and acquisition expenses.

(3)	Represents percentage leased as of October 21, 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)	The Company commenced redevelopment of 12310 Sunrise Drive on July 5, 2011 and expects to have it available for occupancy during the first quarter of 2012. Project cost includes the incremental costs related to redevelopment and excludes original investment in the asset.

(7)

Project cost includes original investment in the joint venture. On October 14, 2011, a joint venture in which the Company has a 30% interest obtained construction financing totaling $107 million. At closing, $33.3 million was drawn to fund the repayment of the existing mortgage of $22 million and $11.3 million to fund previously incurred development costs.

(8)	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.

(9)	Investment to Date excludes approximately $24.8 million of cost that were expensed in prior periods in connection with the suspension of development activities. Estimated Total Investment includes approximately $230 million of interest capitalization.

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

(11)	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. The remaining proceeds are expected to be received in Q4 2011.

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

(13)	For disclosures relating to our definition of Annualized Revenue, see page 51.

(14)	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 49.

(15)	12300 Sunrise Valley Drive is 100% leased to the Defense Intelligence Agency (US Government). Redevelopment will commence in the second quarter of 2012 and the property is expected to be available for occupancy during the second quarter of 2013.

Boston Properties, Inc.

Third Quarter 2011

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of September 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
Andover, MA		10.0		110,000
New York, NY (50% ownership) (3)		0.2		TBD

		367.4		9,325,381

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of September 30, 2011


Location	Acreage		Approximate Developable Square Feet

Princeton, NJ (4)		143.1		1,780,000
Cambridge, MA (5)		—		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 48.

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

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

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

(5)	Includes 50,000 square feet of development rights for office / lab space and the option to purchase 200,000 square feet of residential rights.

Boston Properties, Inc.

Third 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 also presenting our total combined debt to total combined market capitalization may provide investors with a more complete picture of our leverage. Investors should understand that our total combined debt to total combined market capitalization ratio is in part a function of the market price of the common stock of the Company, and as such will fluctuate with changes in such price and does not necessarily reflect our capacity to incur additional debt to finance our activities or our ability to manage our existing debt obligations. The total combined debt to total combined market capitalization ratio should be evaluated along with the ratio of indebtedness to other measures of asset value used by financial analysts and other financial ratios, as well as the various components of our outstanding indebtedness.

Boston Properties, Inc.

Third Quarter 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, losses (gains) 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.

Third 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 total possible 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

THIRD QUARTER 2011 RESULTS


Reports diluted FFO per share of $1.28		Reports diluted EPS of $0.48

BOSTON, MA, October 25, 2011 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the third quarter ended September 30, 2011.

Funds from Operations (FFO) for the quarter ended September 30, 2011 were $190.3 million, or $1.29 per share basic and $1.28 per share diluted. This compares to FFO for the quarter ended September 30, 2010 of $150.8 million, or $1.08 per share basic and $1.07 per share diluted. The weighted average number of basic and diluted shares outstanding totaled 147,006,295 and 149,082,924, respectively, for the quarter ended September 30, 2011 and 139,594,881 and 141,653,831, respectively, for the quarter ended September 30, 2010.

Net income available to common shareholders was $70.5 million for the quarter ended September 30, 2011, compared to $57.7 million for the quarter ended September 30, 2010. Net income available to common shareholders per share (EPS) for the quarter ended September 30, 2011 was $0.48 basic and $0.48 on a diluted basis. This compares to EPS for the third quarter of 2010 of $0.41 basic and $0.41 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 September 30, 2011. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of September 30, 2011, the Company’s portfolio consisted of 153 properties, comprised primarily of Class A office space, one hotel, two residential properties and three retail properties, aggregating approximately 42.3 million square feet, including seven properties under construction totaling 2.9 million square feet. In addition, the Company has structured parking for vehicles containing approximately 14.8 million square feet. The overall percentage of leased space for the 143 properties in service (excluding the two residential properties and the hotel) as of September 30, 2011 was 91.3%.

Significant events during the third quarter included:

•

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 apartment units and approximately 10,000 square feet of retail space. The residential units are currently 71% 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 $7.9 million was recognized in the third quarter of 2011 and approximately $5.1 million will be recognized in the fourth quarter of 2011, with the remaining $1.8 million to be recognized in 2012. On July 5, 2011, the Company commenced the redevelopment of the 12310 Sunrise Valley Drive property at the complex, which is expected to be completed during the first quarter of 2012.

•

On July 13, 2011, the Company completed and 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 apartment units and approximately 50,000 square feet of retail space. The residential units are currently 69% leased and the retail space is currently 100% leased.

•

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 commenced construction of the project and expects that the project will be complete and available for occupancy during the third quarter of 2013.

•

On August 17, 2011, the Company completed and placed in-service its 2200 Pennsylvania Avenue development project located in Washington, DC. 2200 Pennsylvania Avenue is an approximately 457,000 net rentable square foot Class A office property. The property is currently 94% leased.

•

On August 19, 2011, the Company obtained mortgage financing totaling $725.0 million collateralized by its 601 Lexington Avenue property located in New York City. The mortgage loan bears interest at a fixed rate of 4.75% per annum and matures on April 10, 2022. Proceeds from the mortgage financing were used to repay the borrowing under the Company’s Operating Partnership’s Unsecured Line of Credit totaling approximately $453.3 million, which borrowing was secured by a mortgage on the property. The additional cash proceeds were used to refinance the $267.5 million mortgage loan collateralized by the Company’s 510 Madison Avenue property located in New York City. In connection with the refinancing, the lien of the 510 Madison Avenue mortgage was spread to 601 Lexington Avenue and released from 510 Madison Avenue so that 510 Madison Avenue is no longer encumbered by any mortgage debt.

•

During the three months ended September 30, 2011, the Company issued an aggregate of 431,223 shares of stock under its “at the market” (ATM) stock offering program for gross proceeds of approximately $44.9 million and net proceeds of approximately $44.4 million. As of September 30, 2011, approximately $555.1 million remained available under this ATM program. This ATM stock offering program was established on June 2, 2011 and provides the Company with the ability to 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.

Transactions completed subsequent to September 30, 2011:

•

On October 14, 2011, a joint venture in which the Company has a 30% interest obtained construction financing totaling $107.0 million collateralized by its 500 North Capitol Street, NW redevelopment project located in Washington DC. The construction financing bears interest at a variable rate equal to LIBOR plus 1.65% per annum and matures on October 14, 2014 with two, one-year extension options, subject to certain conditions. At closing, approximately $33.3 million was drawn to fund the repayment of the existing mortgage loan totaling $22.0 million and approximately $11.3 million of previously incurred development costs.

•

On October 25, 2011, a joint venture in which the Company has a 60% interest completed the sale of Two Grand Central Tower located in New York City for approximately $401.0 million, including the assumption by the buyer of approximately $176.6 million of mortgage indebtedness. Net cash proceeds totaled approximately $209.8 million, of which the Company’s share was approximately $125.9 million, after the payment of transaction costs of approximately $14.6 million. Two Grand Central Tower is an approximately 650,000 net rentable square foot Class A office tower.

EPS and FFO per Share Guidance:

The Company’s guidance for the fourth quarter 2011 and full year 2012 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 addition, the estimates for the full year 2012 when compared to the full year 2011 include, among other things, the impact of the redevelopment of Patriots Park in Reston, Virginia (which is expected to reduce 2012 FFO by approximately $0.14 per share) and the reduction in non-cash fair value lease revenue associated with investments in unconsolidated joint ventures (which is expected to reduce 2012 FFO by approximately $0.11 per share). 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.


	Fourth Quarter 2011						Full Year 2012
	Low		-		High		Low		-		High
Projected EPS (diluted)	$	0.63		-	$	0.65	$	1.43		-	$	1.63
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.83		-		0.83		3.15		-		3.15
Less:
Projected Company Share of Gain on Sale of Real Estate from Unconsolidated Joint Ventures		0.28		-		0.28		0.00		-		0.00

Projected FFO per Share (diluted)	$	1.18		-	$	1.20	$	4.58		-	$	4.78

Boston Properties will host a conference call on Wednesday, October 26, 2011 at 10:00 AM Eastern Time, open to the general public, to discuss the third quarter 2011 results, the fourth quarter 2011 and fiscal year 2012 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 10547103. A replay of the conference call will be available through November 9, 2011, by dialing (855) 859-2056 (Domestic) or (404) 537-3406 (International) and entering the passcode 10547103. There will also be a live audio webcast of the call which may be accessed on the Company’s website at www.bostonproperties.com in the Investor Relations section. Shortly after the call a replay of the webcast will be available in the Investor Relations section of the Company’s website and archived for up to twelve months following the call.

Additionally, a copy of Boston Properties’ third quarter 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 uncertainties of investing in new markets, the costs and availability of financing, the effectiveness of our interest rate hedging contracts, the ability of our joint venture partners to satisfy their obligations, the effects of local economic and market conditions, the effects of acquisitions, dispositions and possible impairment charges on our operating results, the impact of newly adopted accounting principles on the Company’s accounting policies and on period-to-period comparisons of financial results, regulatory changes and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. Boston Properties does not undertake a duty to update or revise any forward-looking statement, including its guidance for the fourth quarter 2011 and full fiscal year 2012, whether as a result of new information, future events or otherwise.

Financial tables follow.

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


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

Real estate	$	12,031,660		$	10,933,977
Construction in progress		899,302			1,073,402
Land held for future development		266,834			757,556
Less: accumulated depreciation		(2,558,620	)		(2,323,818	)

Total real estate		10,639,176			10,441,117

Cash and cash equivalents		1,063,024			478,948
Cash held in escrows		36,759			308,031
Investments in securities		9,312			8,732
Tenant and other receivables, net of allowance for doubtful accounts of $1,650 and $2,081, respectively		47,554			60,813
Related party notes receivable		276,375			270,000
Interest receivable from related party notes receivable		84,782			69,005
Accrued rental income, net of allowance of $2,356 and $3,116, respectively		508,838			442,683
Deferred charges, net		441,700			436,019
Prepaid expenses and other assets		102,812			65,663
Investments in unconsolidated joint ventures		770,466			767,252

Total assets	$	13,980,798		$	13,348,263


LIABILITIES AND EQUITY

Liabilities:
Mortgage notes payable	$	3,179,034		$	3,047,586
Unsecured senior notes, net of discount		3,016,986			3,016,598
Unsecured exchangeable senior notes, net of discount		1,754,343			1,721,817
Unsecured line of credit		—			—
Accounts payable and accrued expenses		172,928			186,059
Dividends and distributions payable		83,584			81,031
Accrued interest payable		89,555			62,327
Other liabilities		244,555			213,000

Total liabilities		8,540,985			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, 147,706,147 and 140,278,005 shares issued and 147,627,247 and 140,199,105 shares outstanding in 2011 and 2010, respectively		1,476			1,402
Additional paid-in capital		4,916,440			4,417,162
Dividends in excess of earnings		(72,941	)		(24,763	)
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(16,717	)		(18,436	)

Total stockholders’ equity attributable to Boston Properties, Inc.		4,825,536			4,372,643

Noncontrolling interests:
Common units of the Operating Partnership		559,621			592,164
Property partnerships		(996	)		(614	)


Total equity		5,384,161			4,964,193


Total liabilities and equity	$	13,980,798		$	13,348,263

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


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

Revenue
Rental
Base rent	$	360,595		$	310,459		$	1,048,604		$	918,665
Recoveries from tenants		53,899			45,646			148,669			135,530
Parking and other		21,694			15,850			61,863			47,570

Total rental revenue		436,188			371,955			1,259,136			1,101,765
Hotel revenue		8,045			8,016			22,897			22,290
Development and management services		8,180			6,439			24,706			34,267

Total revenue		452,413			386,410			1,306,739			1,158,322


Expenses
Operating
Rental		154,985			128,041			439,831			376,310
Hotel		6,032			6,194			18,052			17,551
General and administrative		17,340			18,067			62,052			62,537
Acquisition costs		51			1,893			136			1,893
Gain from suspension of development		—			—			—			(7,200	)
Depreciation and amortization		109,495			81,133			330,003			245,608

Total expenses		287,903			235,328			850,074			696,699


Operating income		164,510			151,082			456,665			461,623
Other income (expense)
Income from unconsolidated joint ventures		11,326			11,565			28,184			26,940
Interest and other income		1,252			1,814			4,179			5,641
Gains (losses) from investments in securities		(860	)		731			(481	)		253
Interest expense		(95,777	)		(97,103	)		(290,164	)		(285,887	)
Losses from early extinguishments of debt		—			—			—			(8,221	)

Income from continuing operations		80,451			68,089			198,383			200,349
Gain on sale of real estate		—			—			—			2,734

Net income		80,451			68,089			198,383			203,083
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(86	)		(889	)		(1,118	)		(2,557	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(832	)		(820	)		(2,497	)		(2,548	)
Noncontrolling interest - common units of the Operating Partnership		(8,991	)		(8,712	)		(23,409	)		(25,841	)
Noncontrolling interest in gain on sale of real estate - common units of the Operating Partnership		—			—			—			(351	)

Net income attributable to Boston Properties, Inc.	$	70,542		$	57,668		$	171,359		$	171,786


Basic earnings per common share attributable to Boston Properties, Inc.:
Net income	$	0.48		$	0.41		$	1.18		$	1.23


Weighted average number of common shares outstanding		147,006			139,595			145,006			139,215


Diluted earnings per common share attributable to Boston Properties, Inc.:
Net income	$	0.48		$	0.41		$	1.18		$	1.23


Weighted average number of common and common equivalent shares outstanding		147,622			140,193			145,625			139,874

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)


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

Net income attributable to Boston Properties, Inc.	$	70,542		$	57,668		$	171,359		$	171,786

Add:
Noncontrolling interest in gain on sale of real estate - common units of the Operating Partnership		—			—			—			351
Noncontrolling interest - common units of the Operating Partnership		8,991			8,712			23,409			25,841
Noncontrolling interest - redeemable preferred units of the Operating Partnership		832			820			2,497			2,548
Noncontrolling interests in property partnerships		86			889			1,118			2,557
Less:
Gain on sale of real estate		—			—			—			2,734


Income from continuing operations		80,451			68,089			198,383			200,349

Add:
Real estate depreciation and amortization (2)		134,777			107,300			408,376			331,973
Less:
Noncontrolling interests in property partnerships’ share of funds from operations		549			1,724			2,508			5,176
Noncontrolling interest - redeemable preferred units of the Operating Partnership		832			820			2,497			2,548


Funds from operations (FFO) attributable to the Operating Partnership		213,847			172,845			601,754			524,598

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		23,573			21,998			70,089			67,280


Funds from operations attributable to Boston Properties, Inc.	$	190,274		$	150,847		$	531,665		$	457,318


Boston Properties, Inc.’s percentage share of funds from operations - basic		88.98	%		87.27	%		88.35	%		87.17	%


Weighted average shares outstanding - basic		147,006			139,595			145,006			139,215


FFO per share basic	$	1.29		$	1.08		$	3.67		$	3.28


Weighted average shares outstanding - diluted		149,083			141,654			147,086			141,335


FFO per share diluted	$	1.28		$	1.07		$	3.64		$	3.26

(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 $109,495, $81,133, $330,003 and $245,608, our share of unconsolidated joint venture real estate depreciation and amortization of $25,633, $26,602, $79,378 and $87,739, less corporate-related depreciation and amortization of $351, $435, $1,005 and $1,374 for the three months and nine months ended September 30, 2011 and 2010, respectively.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	September 30, 2011			December 31, 2010
Greater Boston		88.8	%		89.4	%
Greater Washington, DC		95.4	%		97.3	%
Midtown Manhattan		96.5	%		96.9	%
Princeton/East Brunswick, NJ		76.5	%		80.8	%
Greater San Francisco		87.0	%		92.9	%

Total Portfolio		91.3	%		93.2	%


	% Leased by Type
	September 30, 2011			December 31, 2010
Class A Office Portfolio		91.4	%		93.6	%
Office/Technical Portfolio		88.2	%		85.5	%

Total Portfolio		91.3	%		93.2	%