SEC Filing

Fourth Quarter 2012

Tentatively January 29, 2013

First Quarter 2013

Tentatively April 30, 2013

Second Quarter 2013

Tentatively July 30, 2013

Third Quarter 2013

Tentatively October 28, 2013

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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 23, 2012

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 23, 2012, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of 2012. 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, 2012.

*99.2		Press release dated October 23, 2012.

*	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 23, 2012	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, 2012.

*99.2		Press release dated October 23, 2012.

*	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, 2012

Boston Properties, Inc.

Third Quarter 2012

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
Boston Lease Expiration Roll Out		28-29
New York Lease Expiration Roll Out		30-31
Princeton Lease Expiration Roll Out		32-33
San Francisco Lease Expiration Roll Out		34-35
Washington, DC 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.

(Cover photo: General Motors Building, New York, NY)

Boston Properties, Inc.

Third Quarter 2012

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, New York, Princeton, San Francisco, and Washington, DC. 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, three 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-three individuals averages twenty-eight years of real estate experience and eighteen 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; 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 nine 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, 2012)

Corporate Headquarters		Boston, Massachusetts
Markets		Boston, New York, Princeton, San Francisco and Washington, DC
Fiscal Year-End		December 31
Total Properties (includes unconsolidated joint ventures, other than the Value-Added Fund)		152
Total Square Feet (includes unconsolidated joint ventures, other than the Value-Added Fund, and structured parking)		58.5 million
Common Shares and Units Outstanding (as converted, but excluding outperformance plan units)		170.3 million
Dividend - Quarter/Annualized		$0.55/$2.20
Dividend Yield		1.99%
Total Combined Market Capitalization		$29.0 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A- (S&P)

Boston Properties, Inc.

Third Quarter 2012

INVESTOR INFORMATION


Board of Directors		Management
Mortimer B. Zuckerman	Matthew J. Lustig	Raymond A. Ritchey	Robert E. Pester
Chairman of the Board and Chief Executive Officer	Director	Executive Vice President, National Director of Acquisitions & Development	Senior Vice President and Regional Manager of San Francisco

Douglas T. Linde	Alan J. Patricof	Michael E. LaBelle	Robert E. Selsam
President and Director	Director, Chair of Audit Committee	Senior Vice President, Chief Financial Officer	Senior Vice President and Regional Manager of New York

Zoë Baird Budinger	Martin Turchin
Director, Chair of Nominating & Corporate Governance Committee	Director	Peter D. Johnston Senior Vice President and Regional Manager of Washington, DC	Frank D. Burt Senior Vice President, General Counsel

Carol B. Einiger Director	David A. Twardock Director, Chair of Compensation Committee	Bryan J. Koop Senior Vice President and Regional Manager of Boston	Michael R. Walsh Senior Vice President, Finance

Dr. Jacob A. Frenkel Director		Mitchell S. Landis Senior Vice President and Regional Manager of Princeton	Arthur S. Flashman Vice President, Controller

Company Information

Corporate Headquarters

Trading Symbol

Investor Relations

Inquires

800 Boylston Street

Suite 1900

Boston, MA 02199

(t) 617.236.3300

(f) 617.236.3311

BXP

Stock Exchange Listing

New York Stock Exchange

Boston Properties, Inc.

800 Boylston Street, Suite 1900

Boston, MA 02199

(t) 617.236.3322

(f) 617.236.3311

www.bostonproperties.com

Inquiries should be directed to Michael Walsh, Senior Vice President, Finance

at 617.236.3410 or mwalsh@bostonproperties.com

Arista Joyner, Investor Relations Manager

at 617.236.3343 or

ajoyner@bostonproperties.com

Common Stock Data (NYSE: BXP)


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

	Q3 2012			Q2 2012			Q1 2012			Q4 2011			Q3 2011

High Closing Price	$	116.07		$	109.75		$	107.57		$	101.59		$	112.36
Low Closing Price	$	108.45		$	99.03		$	97.49		$	84.72		$	89.10
Average Closing Price	$	111.48		$	104.47		$	102.95		$	94.31		$	102.48
Closing Price, at the end of the quarter	$	110.61		$	108.37		$	104.99		$	99.60		$	89.10
Dividends per share - annualized	$	2.20		$	2.20		$	2.20		$	2.20		$	2.00
Closing dividend yield - annualized		1.99	%		2.03	%		2.10	%		2.21	%		2.24	%

Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding outperformance plan units) (thousands) (1)		170,264			170,266			168,956			167,733			167,729
Closing market value of outstanding shares and units (thousands)	$	18,893,986		$	18,451,727		$	17,738,690		$	16,706,207		$	14,944,654

(1)

For additional detail, see page 12.

Timing

Quarterly results for the next four quarters will be announced according to the following schedule:

Boston Properties, Inc.

Third Quarter 2012

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage	Rating Agencies

John Eade	Omotayo Okusanya	Tom Truxillo	George Hoglund
Argus Research Company	Jefferies & Co.	Bank of America Merrill Lynch	Fitch Ratings
212.427.7500	212.336.7076	980.386.5212	212.908.9149

Jeffrey Spector / Jamie Feldman	Mitch Germain	Thomas Cook	Karen Nickerson
Bank of America Merrill Lynch	JMP Securities	Citi Investment Research	Moody’s Investors Service
212.449.6329 / 212.449.6339	212.906.3546	212.723.1112	212.553.4924

Ross Smotrich / Michael Lewis	Anthony Paolone / Joseph Dazio	John Giordano	Susan Madison
Barclays Capital	J.P. Morgan Securities	Credit Suisse Securities	Standard & Poor’s
212.526.2306 / 212.526.3098	212.622.6682 / 212.622.6416	212.538.4935	212.438.4516

David Toti / Evan Smith	Jordan Sadler / Craig Mailman	Mark Streeter
Cantor Fitzgerald	KeyBanc Capital Markets	J.P. Morgan Securities
212-829-5224 / 215-915-1220	917.368.2280 / 917.368.2316	212.834.5086

Michael Bilerman / Joshua Attie	Robert Stevenson	Thierry Perrein / Jason Jones
Citigroup Global Markets	Macquarie Research	Wells Fargo
212.816.1383 / 212.816.1685	212.857.6168	704.715.8455 / 704.715.7932

James Sullivan / Stephen Boyd	Chris Caton
Cowen and Company	Morgan Stanley
646.562.1380 / 646.562.1382	415.576.2637

John Perry / Vin Chao	Rich Moore / Mike Carroll
Deutsche Bank Securities	RBC Capital Markets
212.250.4912 / 212.250.6799	440.715.2646 / 440.715.2649

Michael Knott / Jed Reagan	Alexander Goldfarb / James Milam
Green Street Advisors	Sandler O’Neill & Partners
949.640.8780 / 949.640.8780	212.466.7937 / 212.466.8066

David Harris	John Guinee / Erin Aslakson
Imperial Capital	Stifel, Nicolaus & Company
212.351.9429	443.224.1307 / 443.224.1350

Steve Sakwa / George Auerbach	Ross Nussbaum
ISI Group	UBS Securities
212.446.9462 / 212.446.9459	212.713.2484

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

Boston Properties, Inc.

Third Quarter 2012

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-12			30-Jun-12			31-Mar-12			31-Dec-11			30-Sep-11
Selected Items:

Revenue	$	470,904		$	472,897		$	445,227		$	449,926		$	449,703
Straight-line rent (1)	$	21,605		$	21,434		$	21,929		$	21,404		$	23,075
Fair value lease revenue (1) (2)	$	16,982		$	17,440		$	17,863		$	19,756		$	19,955
Revenue from residential units	$	4,154		$	3,793		$	3,140		$	2,440		$	1,515
Company share of funds from operations from unconsolidated joint ventures	$	30,633		$	44,704		$	34,842		$	36,138		$	36,960
Lease termination fees (included in revenue) (1)	$	1,533		$	16,258		$	3,387		$	7,168		$	8,976
Ground rent expense (3)	$	5,003		$	5,023		$	8,224		$	4,897		$	4,686
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment	$	6,930		$	6,820		$	8,264		$	9,815		$	9,813
Capitalized interest	$	10,131		$	10,077		$	11,201		$	12,188		$	13,004
Capitalized wages	$	2,778		$	3,309		$	2,668		$	2,856		$	2,710
Operating Margins [(rental revenue - rental expense)/rental revenue] (4)		64.6	%		66.1	%		65.3	%		66.3	%		66.6	%
Gains (losses) from early extinguishments of debt (5)	$	(5,494	)	$	274		$	767		$	(1,494	)	$	—
Net income attributable to Boston Properties, Inc.	$	57,769		$	119,070		$	64,632		$	101,644		$	70,542
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	176,126		$	206,817		$	166,943		$	179,298		$	190,274
FFO per share - diluted	$	1.16		$	1.37		$	1.12		$	1.21		$	1.28
Net income attributable to Boston Properties, Inc. per share - basic	$	0.38		$	0.79		$	0.44		$	0.69		$	0.48
Net income attributable to Boston Properties, Inc. per share - diluted	$	0.38		$	0.79		$	0.43		$	0.69		$	0.48
Dividends per common share	$	0.55		$	0.55		$	0.55		$	0.55		$	0.50
Funds available for distribution to common shareholders and common unitholders (FAD) (6)	$	128,843		$	174,910		$	119,909		$	103,460		$	162,496

Ratios:

Interest Coverage Ratio (excluding capitalized interest) - cash basis (7)		2.86			3.38			2.88			2.99			3.29
Interest Coverage Ratio (including capitalized interest) - cash basis (7)		2.58			3.04			2.57			2.64			2.85
FFO Payout Ratio (8)		47.41	%		40.15	%		49.11	%		45.45	%		39.06	%
FAD Payout Ratio (9)		72.15	%		53.14	%		76.91	%		88.41	%		51.17	%

	30-Sep-12			30-Jun-12			31-Mar-12			31-Dec-11			30-Sep-11

Capitalization:

Common Stock Price @ Quarter End	$	110.61		$	108.37		$	104.99		$	99.60		$	89.10
Equity Value @ Quarter End	$	18,893,986		$	18,451,727		$	17,738,690		$	16,706,207		$	14,944,654
Total Consolidated Debt	$	8,650,858		$	8,896,207		$	7,960,626		$	8,704,138		$	7,950,363
Total Consolidated Market Capitalization	$	27,544,844		$	27,347,934		$	25,699,316		$	25,410,345		$	22,895,017
Total Consolidated Debt/Total Consolidated Market Capitalization (10)		31.41	%		32.53	%		30.98	%		34.25	%		34.73	%

BXP’s Share of Joint Venture Debt	$	1,442,631		$	1,440,541		$	1,436,587		$	1,433,687		$	1,532,963
Total Combined Debt	$	10,093,489		$	10,336,748		$	9,397,213		$	10,137,825		$	9,483,326
Total Combined Market Capitalization (11)	$	28,987,475		$	28,788,475		$	27,135,903		$	26,844,032		$	24,427,980
Total Combined Debt/Total Combined Market Capitalization (11) (12)		34.82	%		35.91	%		34.63	%		37.77	%		38.82	%

(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 adjustments to ground rent. For the three months ended March 31, 2012, the straight-line ground rent expense also includes a one-time adjustment of approximately $3.2 million. See page 11 for the straight-line adjustments 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 $13,122, $12,824, $12,124, $12,084 and $13,838 for the three months ended September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011 and September 30, 2011, respectively.

(5)

During the three months ended September 30, 2012, the Company recognized losses from early extinguishments of debt aggregating approximately $5.5 million consisting of (1) approximately $5.2 million related to the redemption of the remaining $225.0 million aggregate principal amount of the Company’s Operating Partnership’s 6.25% senior notes due 2013 and (2) approximately $0.3 million related to the repayment of the Company’s Sumner Square mortgage loan.

(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 2012

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	30-Sep-12			30-Jun-12			31-Mar-12			31-Dec-11			30-Sep-11
ASSETS
Real estate	$	13,165,836		$	13,143,487		$	12,937,143		$	12,303,965		$	12,031,660
Construction in progress (1)		937,475			732,734			870,006			818,685			899,302
Land held for future development		273,922			270,169			268,030			266,822			266,834
Less accumulated depreciation		(2,843,167	)		(2,781,218	)		(2,722,605	)		(2,642,986	)		(2,558,620	)

Total real estate		11,534,066			11,365,172			11,352,574			10,746,486			10,639,176
Cash and cash equivalents		1,223,215			1,671,997			591,196			1,823,208			1,063,024
Cash held in escrows		32,253			31,381			30,697			40,332			36,759
Marketable securities		11,792			11,036			11,193			9,548			9,312
Tenant and other receivables, net		45,039			43,507			68,275			79,838			47,554
Related party notes receivable (2)		282,206			282,416			281,177			280,442			276,375
Interest receivable from related party notes receivable (2)		102,122			98,866			95,126			89,854			84,782
Accrued rental income, net		579,553			559,646			541,153			522,675			508,838
Deferred charges, net		534,898			504,475			500,957			445,403			441,700
Prepaid expenses and other assets		132,109			41,480			73,132			75,458			102,812
Investments in unconsolidated joint ventures		664,690			670,653			667,377			669,722			770,466

Total assets	$	15,141,943		$	15,280,629		$	14,212,857		$	14,782,966		$	13,980,798


LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	2,848,686		$	2,877,125		$	2,946,760		$	3,123,267		$	3,179,034
Unsecured senior notes, net of discount		4,639,217			4,863,413			3,865,369			3,865,186			3,016,986
Unsecured exchangeable senior notes, net of discount		1,162,955			1,155,669			1,148,497			1,715,685			1,754,343
Unsecured line of credit		—			—			—			—			—
Accounts payable and accrued expenses		193,492			163,496			165,441			155,139			143,694
Dividends and distributions payable		93,461			93,353			92,615			91,901			83,584
Accrued interest payable		98,601			61,947			97,997			69,105			89,555
Other liabilities		309,004			308,354			324,826			293,515			273,789

Total liabilities		9,345,416			9,523,357			8,641,505			9,313,798			8,540,985


Commitments and contingencies		—			—			—			—			—


Noncontrolling interests:
Redeemable preferred units of the Operating Partnership		110,876			51,537			51,537			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, 150,856,237, 150,715,702, 149,384,341, 148,107,611 and 147,627,247 outstanding, respectively		1,509			1,507			1,494			1,481			1,476
Additional paid-in capital		5,194,569			5,184,710			5,050,547			4,936,457			4,916,440
Dividends in excess of earnings		(59,621	)		(34,463	)		(70,609	)		(53,080	)		(72,941	)
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(14,379	)		(14,978	)		(15,558	)		(16,138	)		(16,717	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,119,356			5,134,054			4,963,152			4,865,998			4,825,536

Noncontrolling interests:
Common units of the Operating Partnership		568,147			573,241			557,930			548,581			559,621
Property partnerships		(1,852	)		(1,560	)		(1,267	)		(1,063	)		(996	)

Total equity		5,685,651			5,705,735			5,519,815			5,413,516			5,384,161



Total liabilities and equity	$	15,141,943		$	15,280,629		$	14,212,857		$	14,782,966		$	13,980,798

(1)	Represents the portion of the Company’s consolidated development projects which qualify for interest capitalization.

(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) two loans from the Company to the Company’s Value-Added Fund in maximum amounts aggregating $18.0 million, of which an aggregate net amount of approximately $12.2 million had been advanced as of September 30, 2012. The unconsolidated entities have corresponding notes payable to the Company, see pages 17 and 18.

Boston Properties, Inc.

Third Quarter 2012

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Sep-12			30-Jun-12			31-Mar-12			31-Dec-11			30-Sep-11
Revenue
Rental
Base Rent	$	370,494		$	372,285		$	356,091		$	356,418		$	358,607
Recoveries from tenants		59,957			57,475			51,747			51,939			53,194
Parking and other		23,070			23,524			22,427			21,211			21,679

Total rental revenue		453,521			453,284			430,265			429,568			433,480
Hotel revenue		9,359			10,049			6,816			11,632			8,045
Development and management services		8,024			9,564			8,146			8,726			8,178

Total revenue		470,904			472,897			445,227			449,926			449,703


Expenses
Operating		95,389			92,213			89,212			87,205			89,189
Real estate taxes		73,550			69,640			67,234			65,479			64,587
Hotel operating		6,886			6,616			6,099			8,076			6,032
General and administrative (1) (2)		19,757			19,066			27,619			19,329			16,917
Transaction costs		1,140			8			2,104			80			474
Depreciation and amortization		111,360			111,643			108,940			108,318			108,674

Total expenses		308,082			299,186			301,208			288,487			285,873


Operating income		162,822			173,711			144,019			161,439			163,830
Other income (expense)
Income from unconsolidated joint ventures (3)		9,217			21,191			11,721			57,712			11,326
Interest and other income		4,001			2,382			1,646			1,179			1,252
Gains (losses) from investments in securities (1)		587			(186	)		801			38			(860	)
Interest expense		(105,030	)		(99,901	)		(103,237	)		(103,308	)		(95,117	)
Gains (losses) from early extinguishments of debt (4)		(5,494	)		274			767			(1,494	)		—

Income from continuing operations		66,103			97,471			55,717			115,566			80,431
Discontinued operations
Income (loss) from discontinued operations (5) (6)		—			398			486			(123	)		20
Gain on sale of real estate from discontinued operations (5)		—			36,877			—			—			—
Gain on forgiveness of debt from discontinued operations (6)		—			—			17,807			—			—

Net income		66,103			134,746			74,010			115,443			80,451
Net income attributable to noncontrolling interests
Noncontrolling interest in property partnership		(458	)		(457	)		(546	)		(440	)		(86	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(874	)		(765	)		(801	)		(842	)		(832	)
Noncontrolling interest - common units of the Operating Partnership (7)		(7,002	)		(10,360	)		(6,020	)		(12,530	)		(8,989	)
Noncontrolling interest in discontinued operations - common units of the Operating Partnership (7)		—			(4,094	)		(2,011	)		13			(2	)

Net income attributable to Boston Properties, Inc.	$	57,769		$	119,070		$	64,632		$	101,644		$	70,542


INCOME PER SHARE OF COMMON STOCK (EPS)

Net income attributable to Boston Properties, Inc. per share - basic	$	0.38		$	0.79		$	0.44		$	0.69		$	0.48

Net income attributable to Boston Properties, Inc. per share - diluted	$	0.38		$	0.79		$	0.43		$	0.69		$	0.48

(1)

Gains (losses) from investments in securities includes $587, $(186), $801, $38 and $(860) and general and administrative expense includes $(597), $349, $(825), $(38) and $757 for the three months ended September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011 and September 30, 2011, respectively, related to the Company’s deferred compensation plan.

(2)	For the three months ended March 31, 2012, general and administrative expense includes approximately $4.5 million resulting from the resignation of the Company’s Chief Operating Officer.

(3)

For the three months ended September 30, 2012, income from unconsolidated joint ventures includes the gain on sale of the Value-Added Fund’s 300 Billerica Road property totaling approximately $0.2 million. For the three months ended December 31, 2011, income from unconsolidated joint ventures includes the gain on sale of Two Grand Central Tower totaling approximately $46.2 million.

(4)

(5)

On May 17, 2012, the Company completed the sale of its Bedford Business Park properties located in Bedford, Massachusetts for approximately $62.8 million in cash. Net cash proceeds totaled approximately $62.0 million, resulting in a gain on sale of approximately $36.9 million. The operating results of the properties through the date of sale have been classified as discontinued operations on a historical basis for all periods presented.

(6)

On January 31, 2012, the servicer of the non-recourse mortgage loan collateralized by the Company’s Montvale Center property located in Gaithersburg, Maryland foreclosed on the property. As a result of the foreclosure, the mortgage loan totaling $25.0 million was extinguished and the related obligations were satisfied with the transfer of the real estate and working capital to the servicer. The transaction resulted in a gain on forgiveness of debt of approximately $17.8 million. The operating results of the property through the date of foreclosure have been classified as discontinued operations on a historical basis for all periods presented.

(7)

Equals noncontrolling interest - common units of the Operating Partnership’s share of 10.48%, 10.54%, 10.67%, 10.77% and 11.02% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011 and September 30, 2011, respectively.

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

Boston Properties, Inc.

Third Quarter 2012

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Sep-12		30-Jun-12		31-Mar-12		31-Dec-11			30-Sep-11

Net income attributable to Boston Properties, Inc.	$	57,769	$	119,070	$	64,632	$	101,644		$	70,542
Add:
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—		4,094		2,011		(13	)		2
Noncontrolling interest - common units of the Operating Partnership		7,002		10,360		6,020		12,530			8,989
Noncontrolling interest - redeemable preferred units of the Operating Partnership		874		765		801		842			832
Noncontrolling interests in property partnerships		458		457		546		440			86

Less:
Income (loss) from discontinued operations		—		398		486		(123	)		20
Gain on sale of real estate from discontinued operations		—		36,877		—		—			—
Gain on forgiveness of debt from discontinued operations		—		—		17,807		—			—


Income from continuing operations		66,103		97,471		55,717		115,566			80,431
Add:
Real estate depreciation and amortization (1)		132,693		135,030		132,490		133,415			134,777
Income (loss) from discontinued operations		—		398		486		(123	)		20
Less:
Gains on sales of real estate included within income from unconsolidated joint ventures (2)		248		—		—		46,166			—
Noncontrolling interests in property partnerships’ share of funds from operations		923		956		1,010		904			549
Noncontrolling interest - redeemable preferred units of the Operating Partnership		874		765		801		842			832


Funds from operations (FFO) attributable to the Operating Partnership		196,751		231,178		186,882		200,946			213,847
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		20,625		24,361		19,939		21,648			23,573

FFO attributable to Boston Properties, Inc. (3)	$	176,126	$	206,817	$	166,943	$	179,298		$	190,274


FFO per share - basic	$	1.17	$	1.38	$	1.13	$	1.21		$	1.29

Weighted average shares outstanding - basic		150,801		150,312		148,343		147,732			147,006

FFO per share - diluted	$	1.16	$	1.37	$	1.12	$	1.21		$	1.28

Weighted average shares outstanding - diluted		153,310		152,047		150,140		149,435			149,083

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $111,360, $111,643, $108,940, $108,318 and $108,674, our share of unconsolidated joint venture real estate depreciation and amortization of $21,664, $23,513, $23,121, $24,592 and $25,633, and depreciation and amortization from discontinued operations of $0, $243, $797, $863 and $821, less corporate related depreciation of $331, $369, $368, $358 and $351 for the three months ended September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011 and September 30, 2011, respectively.

(2)

For the three months ended September 30, 2012, consists of the gain on sale of the Value-Added Fund’s 300 Billerica Road property included within income from unconsolidated joint ventures in the Company’s consolidated statements of operations. For the three months ended December 31, 2011, consists of the gain on sale of Two Grand Central Tower included within income from unconsolidated joint ventures in the Company’s consolidated statements of operations.

(3)	Based on weighted average basic shares for the quarter. The Company’s share for the quarter ended September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011 and September 30, 2011 was 89.52%, 89.46%, 89.33%, 89.23% and 88.98%, respectively.

Boston Properties, Inc.

Third Quarter 2012

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	September 30, 2012				June 30, 2012				March 31, 2012				December 31, 2011				September 30, 2011
	Income (Numerator)		Shares/Units (Denominator)		Income (Numerator)		Shares/Units (Denominator)		Income (Numerator)		Shares/Units (Denominator)		Income (Numerator)		Shares/Units (Denominator)		Income (Numerator)		Shares/Units (Denominator)

Basic FFO	$	196,751		168,461	$	231,178		168,018	$	186,882		166,060	$	200,946		165,569	$	213,847		165,219
Effect of Dilutive Securities
Convertible Preferred Units		764		1,327		765		1,353		801		1,394		842		1,461		832		1,461
Stock based compensation and exchangeable senior notes		—		1,182		—		382		—		403		—		242		—		616


Diluted FFO	$	197,515		170,970	$	231,943		169,753	$	187,683		167,857	$	201,788		167,272	$	214,679		167,296

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of diluted funds from operations		20,401		17,660		24,192		17,706		19,810		17,717		21,517		17,837		23,371		18,213


Company’s share of diluted FFO (1)	$	177,114		153,310	$	207,751		152,047	$	167,873		150,140	$	180,271		149,435	$	191,308		149,083


FFO per share - basic	$	1.17			$	1.38			$	1.13			$	1.21			$	1.29


FFO per share - diluted	$	1.16			$	1.37			$	1.12			$	1.21			$	1.28

(1)	Based on weighted average diluted shares for the quarter. The Company’s share for the quarter ended September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011 and September 30, 2011 was 89.67%, 89.57%, 89.45%, 89.34% and 89.11%, respectively.

Boston Properties, Inc.

Third Quarter 2012

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	30-Sep-12			30-Jun-12			31-Mar-12			31-Dec-11			30-Sep-11
Basic FFO (see page 9)	$	196,751		$	231,178		$	186,882		$	200,946		$	213,847
2nd generation tenant improvements and leasing commissions		(40,116	)		(36,519	)		(50,678	)		(60,564	)		(18,158	)
Straight-line rent (1)		(21,605	)		(21,434	)		(21,929	)		(21,404	)		(23,075	)
Recurring capital expenditures		(6,262	)		(5,005	)		(1,796	)		(18,299	)		(7,120	)
Fair value interest adjustment (1)		1,335			1,292			202			(80	)		(97	)
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment		6,930			6,820			8,264			9,815			9,813
Fair value lease revenue (1) (2)		(16,982	)		(17,440	)		(17,863	)		(19,756	)		(19,955	)
Hotel improvements, equipment upgrades and replacements		(305	)		(190	)		(187	)		(799	)		(1,239	)
Straight-line ground rent expense adjustment (3)		1,838			1,838			5,032			1,788			1,687
Non real estate depreciation		331			369			368			358			351
Stock-based compensation (4)		6,746			6,755			11,358			5,970			5,937
Non-cash losses (gains) from early extinguishments of debt		196			(282	)		(914	)		1,494			—
Non-cash termination adjustment (including fair value lease amounts)		(154	)		4,938			56			(573	)		(335	)
Partners’ share of joint venture 2nd generation tenant improvement and leasing commissions		140			2,590			1,114			4,564			840

Funds available for distribution to common shareholders and common unitholders (FAD)	$	128,843		$	174,910		$	119,909		$	103,460		$	162,496

Interest Coverage Ratios

(in thousands, except for ratio amounts)


	Three Months Ended
	30-Sep-12			30-Jun-12			31-Mar-12			31-Dec-11			30-Sep-11
*Excluding Capitalized Interest*
Income from continuing operations	$	66,103		$	97,471		$	55,717		$	115,566		$	80,431
Interest expense		105,030			99,901			103,237			103,308			95,117
Depreciation and amortization expense		111,360			111,643			108,940			108,318			108,674
Depreciation and amortization expense from unconsolidated joint ventures		21,664			23,513			23,121			24,592			25,633
Gains on sales of real estate included within income from unconsolidated joint ventures		(248	)		—			—			(46,166	)		—
Interest expense - discontinued operations		—			—			222			659			660
Depreciation and amortization expense - discontinued operations		—			243			797			863			821
Income (loss) from discontinued operations		—			398			486			(123	)		20
Non-cash losses (gains) from early extinguishments of debt		196			(282	)		(914	)		1,494			—
Non-cash termination adjustment (including fair value lease amounts)		(154	)		4,938			56			(573	)		(335	)
Stock-based compensation		6,746			6,755			11,358			5,970			5,937
Straight-line ground rent expense adjustment (3)		1,838			1,838			5,032			1,788			1,687
Straight-line rent (1)		(21,605	)		(21,434	)		(21,929	)		(21,404	)		(23,075	)
Fair value lease revenue (1) (2)		(16,982	)		(17,440	)		(17,863	)		(19,756	)		(19,955	)

Subtotal		273,948			307,544			268,260			274,536			275,615
Divided by:

Adjusted interest expense (5) (6) (7)		95,943			91,027			93,107			91,929			83,678

Interest Coverage Ratio		2.86			3.38			2.88			2.99			3.29


*Including Capitalized Interest*
Income from continuing operations	$	66,103		$	97,471		$	55,717		$	115,566		$	80,431
Interest expense		105,030			99,901			103,237			103,308			95,117
Depreciation and amortization expense		111,360			111,643			108,940			108,318			108,674
Depreciation and amortization expense from unconsolidated joint ventures		21,664			23,513			23,121			24,592			25,633
Gains on sales of real estate included within income from unconsolidated joint ventures		(248	)		—			—			(46,166	)		—
Interest expense - discontinued operations		—			—			222			659			660
Depreciation and amortization expense - discontinued operations		—			243			797			863			821
Loss from discontinued operations		—			398			486			(123	)		20
Non-cash losses (gains) from early extinguishments of debt		196			(282	)		(914	)		1,494			—
Non-cash termination adjustment (including fair value lease amounts)		(154	)		4,938			56			(573	)		(335	)
Stock-based compensation		6,746			6,755			11,358			5,970			5,937
Straight-line ground rent expense adjustment (3)		1,838			1,838			5,032			1,788			1,687
Straight-line rent (1)		(21,605	)		(21,434	)		(21,929	)		(21,404	)		(23,075	)
Fair value lease revenue (1) (2)		(16,982	)		(17,440	)		(17,863	)		(19,756	)		(19,955	)

Subtotal		273,948			307,544			268,260			274,536			275,615
Divided by:

Adjusted interest expense (5) (6) (7) (8)		106,074			101,104			104,308			104,117			96,682

Interest Coverage Ratio		2.58			3.04			2.57			2.64			2.85

(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 additional information, see page 6.

(4)	For the three months ended March 31, 2012, stock-based compensation includes approximately $2.7 million resulting from the acceleration of vesting of the Company’s Chief Operating Officer’s stock-based compensation awards associated with his resignation.

(5)	Excludes the impact of the ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment of $6,930, $6,820, $8,264, $9,815 and $9,813 for the three months ended September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011 and September 30, 2011, respectively.

(6)	Excludes amortization of financing costs of $2,157, $2,054, $2,088, $2,223 and $2,286 for the three months ended September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011 and September 30, 2011, respectively.

(7)	Includes interest expense from discontinued operations of $0, $0, $222, $659 and $660 for the three months ended September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011, and September 30, 2011, respectively.

(8)	Includes capitalized interest of $10,131, $10,077, $11,201, $12,188 and $13,004 for the three months ended September 30, 2012, June 30, 2012, March 31, 2012, December 31, 2011 and September 30, 2011, respectively.

Boston Properties, Inc.

Third Quarter 2012

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal September 30, 2012
Mortgage Notes Payable	$	2,830,574
Unsecured Line of Credit		—
Unsecured Senior Notes, at face value		4,650,000
Unsecured Exchangeable Senior Notes, at face value		1,197,500

Total Debt		8,678,074
Fair Value Adjustment on Mortgage Notes Payable		18,112
Discount on Unsecured Senior Notes		(10,783	)
Discount on Unsecured Exchangeable Senior Notes		(2,012	)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment (1)		(32,533	)

Total Consolidated Debt	$	8,650,858

Boston Properties Limited Partnership Unsecured Senior Notes


Settlement Date	6/11/2012			11/10/2011			11/18/2010			4/19/2010			10/9/2009			5/22/2003			3/18/2003			Total/ Average
Original Principal Amount	$	1,000,000		$	850,000		$	850,000		$	700,000		$	700,000		$	250,000		$	300,000		$	4,650,000
Principal Amount at Quarter End	$	1,000,000		$	850,000		$	850,000		$	700,000		$	700,000		$	250,000		$	300,000		$	4,650,000
Yield (on issue date)		3.954	%		3.853	%		4.289	%		5.708	%		5.967	%		5.194	%		5.693	%		4.74	%
Coupon		3.850	%		3.700	%		4.125	%		5.625	%		5.875	%		5.000	%		5.625	%		4.62	%
Public Offering Price		99.779	%		99.767	%		99.260	%		99.891	%		99.931	%		99.329	%		99.898	%		99.71	%
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		2/1/2023			11/15/2018			5/15/2021			11/15/2020			10/15/2019			6/1/2015			4/15/2015
Discount	$	2,140		$	1,755		$	5,355		$	617		$	368		$	445		$	103		$	10,783

Unsecured Senior Notes, net of discount	$	997,860		$	848,245		$	844,645		$	699,383		$	699,632		$	249,555		$	299,897		$	4,639,217

Boston Properties Limited Partnership Unsecured Exchangeable Senior Notes


Settlement Date	8/19/2008			4/6/2006			Total/ Average
Original Principal Amount	$	747,500		$	450,000		$	1,197,500
Principal Amount at Quarter End	$	747,500		$	450,000		$	1,197,500
Yield (on issue date)		4.037	%		3.787	%		3.94	%
GAAP Yield		6.555	%		5.958	%		6.33	%
Coupon		3.625	%		3.750	%
Exchange Rate		8.5051			10.0066
Exchange Price	$	134.77	(2)	$	99.93
Diluted share impact for the current quarter		—			467			467
First Optional Redemption Date		N/A			5/18/2013
Maturity Date		2/15/2014			5/15/2036
Discount	$	2,012		$	—		$	2,012
ASC 470-20 (FSP APB 14-1) Adjustment (1)	$	26,482		$	6,051		$	32,533

Unsecured Senior Exchangeable Notes	$	719,006		$	443,949		$	1,162,955

Equity

(in thousands)


	Shares/Units Outstanding as of 09/30/2012		Common Stock Equivalents			Equivalent Value (3)
Common Stock		150,856		150,856	(4)	$	16,686,182
Common Operating Partnership Units		18,101		18,101	(5)	$	2,002,152
Series Two Preferred Operating Partnership Units		996		1,307		$	144,576
Series Four Preferred Operating Partnership Units		1,222		—		$	61,076	(6)

Total Equity				170,264		$	18,893,986

Total Consolidated Debt						$	8,650,858

Total Consolidated Market Capitalization						$	27,544,844

BXP’s share of Joint Venture Debt						$	1,442,631	(7)
Total Combined Debt (8)						$	10,093,489

Total Combined Market Capitalization (9)						$	28,987,475

(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, 2012, the exchange price was $134.77 per share.

(3)	Values based on September 30, 2012 closing price of $110.61 per share of common stock, except for the Series Four Preferred Operating Partnership Units which have been valued at the liquidation preference of $50.00 per unit (see Note 6 below).

(4)	Includes 55 shares of restricted stock.

(5)	Includes 1,600 long-term incentive plan units, but excludes 800 unvested outperformance plan units.

(6)

In connection with the acquisition of 680 Folsom Street in San Francisco on August 29, 2012, the Company’s Operating Partnership issued 1,588 Series Four Preferred Units to the sellers as a portion of the consideration paid. The Series Four Preferred Units are not convertible into or exchangeable for any common equity of the Company or Operating Partnership, have a per unit liquidation preference of $50.00 and are entitled to receive quarterly distributions of $0.25 per unit (or an annual rate of 2%). On August 31, 2012, a holder redeemed 366 Series Four Preferred Units for cash totaling approximately $18.3 million.

(7)	Excludes the Company’s share ($282,206) of partner loans made to unconsolidated joint ventures.

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

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

Boston Properties, Inc.

Third Quarter 2012

DEBT ANALYSIS (1)

Debt Maturities and Principal Payments

as of September 30, 2012

(in thousands)


	2012			2013			2014			2015			2016			Thereafter			Total

Floating Rate Debt
Mortgage Notes Payable	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Unsecured Line of Credit		—			—			—			—			—			—			—

Total Floating Debt	$	—		$	—		$	—		$	—		$	—		$	—		$	—

Fixed Rate Debt

Mortgage Notes Payable	$	2,984		$	80,313		$	87,757		$	26,182		$	397,629		$	2,235,709		$	2,830,574
Fair Value Adjustment		1,134			4,271			3,962			4,157			4,226			362			18,112

Mortgage Notes Payable		4,118			84,584			91,719			30,339			401,855			2,236,071			2,848,686

Unsecured Exchangeable Senior Notes, net of discount		—			450,000	(2)		745,488			—			—			—			1,195,488

ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(7,043	)		(23,052	)		(2,438	)		—			—			—			(32,533	)

Unsecured Exchangeable Senior Notes		(7,043	)		426,948			743,050			—			—			—			1,162,955


Unsecured Senior Notes, net of discount		—			—			—			549,452			—			4,089,765			4,639,217


Total Fixed Debt	$	(2,925	)	$	511,532		$	834,769		$	579,791		$	401,855		$	6,325,836		$	8,650,858

Total Consolidated Debt	$	(2,925	)	$	511,532		$	834,769		$	579,791		$	401,855		$	6,325,836		$	8,650,858


GAAP Weighted Average Floating Rate Debt		—			—			—			—			—			—			—
GAAP Weighted Average Fixed Rate Debt		6.27	%		5.90	%		6.46	%		5.48	%		6.84	%		4.84	%		5.19	%

Total GAAP Weighted Average Rate		6.27	%		5.90	%		6.46	%		5.48	%		6.84	%		4.84	%		5.19	%



Total Stated Weighted Average Rate		6.64	%		4.25	%		4.02	%		5.40	%		6.83	%		4.84	%		4.86	%

Unsecured Debt

Unsecured Line of Credit - Matures June 24, 2014

(in thousands)


Facility	Outstanding at 09/30/2012		Letters of Credit		Remaining Capacity at 09/30/2012

$750,000	$	—	$	9,584	$	740,416

Unsecured and Secured Debt Analysis


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

Unsecured Debt		67.07	%		4.49	%		5.06	%		6.2	years
Secured Debt		32.93	%		5.61	%		5.45	%		5.6	years

Total Consolidated Debt		100.00	%		4.86	%		5.19	%		6.0	years

Floating and Fixed Rate Debt Analysis


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

Floating Rate Debt		—			—			—			—	years
Fixed Rate Debt		100.00	%		4.86	%		5.19	%		6.0	years

Total Consolidated Debt		100.00	%		4.86	%		5.19	%		6.0	years

(1)

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

(2)	Represents aggregate principal amount of our outstanding 3.75% exchangeable senior notes due 2036. Amount is included in the year in which the first optional redemption date occurs.

Boston Properties, Inc.

Third Quarter 2012

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

as of September 30, 2012

(in thousands)


Property	2012			2013			2014			2015			2016			Thereafter			Total

599 Lexington Avenue	$	—		$	—		$	—		$	—		$	—		$	750,000		$	750,000
601 Lexington Avenue		—			2,747			11,321			11,870			12,447			686,615			725,000
John Hancock Tower and Garage		—			—			—			—			—			640,500			640,500	(2)
Embarcadero Center Four		1,235			5,131			5,452			5,794			348,886			—			366,498
505 9th Street		557			2,306			2,441			2,585			2,737			113,596			124,222
New Dominion Technology Park, Building Two		—			—			63,000			—			—			—			63,000
140 Kendrick Street		293			47,889			—			—			—			—			48,182	(2)
New Dominion Technology Park, Building One		—			2,140			2,304			2,481			2,672			35,821			45,418
Kingstowne Two and Retail		417			1,730			1,837			1,950			29,277			—			35,211	(2)
Kingstowne One		168			17,062			—			—			—			—			17,230	(2)
University Place		314			1,308			1,402			1,502			1,610			9,177			15,313
680 Folsom Street		—			—			—			—			—			—			—	(3)

		2,984			80,313			87,757			26,182			397,629			2,235,709			2,830,574


Aggregate Fair Value Adjustments		1,134			4,271			3,962			4,157			4,226			362			18,112

		4,118			84,584			91,719			30,339			401,855			2,236,071			2,848,686


Unsecured Exchangeable Senior Notes, net of discount		—			450,000	(4)		745,488			—			—			—			1,195,488
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(7,043	)		(23,052	)		(2,438	)		—			—			—			(32,533	)

		(7,043	)		426,948			743,050			—			—			—			1,162,955


Unsecured Senior Notes, net of discount		—			—			—			549,452			—			4,089,765			4,639,217
Unsecured Line of Credit		—			—			—			—			—			—			—	(5)

	$	(2,925	)	$	511,532		$	834,769		$	579,791		$	401,855		$	6,325,836		$	8,650,858


% of Total Consolidated Debt		-0.03	%		5.91	%		9.65	%		6.70	%		4.65	%		73.12	%		100.00	%
Balloon Payments		—		$	514,015		$	808,488		$	549,452		$	372,532		$	6,224,941		$	8,469,428
Scheduled Amortization	$	4,118		$	20,569		$	28,719		$	30,339		$	29,323		$	100,895		$	213,963

(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)	As of September 30, 2012, the Company has not drawn any amounts under its $170.0 million construction loan facility. Loan matures on May 30, 2015 and has two, one-year extension options, subject to certain conditions.

(4)	Represents aggregate principal amount of our outstanding 3.75% exchangeable senior notes due 2036. Amount is included in the year in which the first optional redemption date occurs.

(5)	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 2012

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 Mellon Trust Company, N.A., 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, 2012 to show that the Company’s Operating Partnership was in compliance with the terms of the indenture, as amended, which has been filed with the SEC. This section also presents certain other indenture-related data which we believe assists investors in the Company’s unsecured debt securities. Management is not presenting these ratios and the related calculations for any other purpose or for any other period, and is not intending for these measures to otherwise provide information to investors about the Company’s financial condition or results of operations. Investors should not rely on these measures other than for purposes of testing our compliance with the indenture.


	Senior Notes Issued Prior to October 9, 2009			Senior Notes Issued On or After October 9, 2009
	September 30, 2012
Total Assets:
Capitalized Property Value (1)	$	18,639,454		$	19,040,319
Cash and Cash Equivalents		1,223,215			1,223,215
Investments in Marketable Securities		11,792			11,792
Undeveloped Land, at Cost (including Joint Venture %)		289,822			289,822
Development in Process, at Cost (including Joint Venture %)		1,052,875			1,052,875

Total Assets	$	21,217,158		$	21,618,023



Unencumbered Assets	$	14,147,879		$	14,399,755


Secured Debt (Fixed and Variable)(2)	$	2,830,574		$	2,830,574
Joint Venture Debt		1,442,631			1,442,631
Contingent Liabilities & Letters of Credit		12,891			12,891
Unsecured Debt (3)		5,847,500			5,847,500

Total Outstanding Debt	$	10,133,596		$	10,133,596


Consolidated EBITDA:
Income from Continuing Operations (per Consolidated Income Statement)	$	66,103		$	66,103
Subtract: Income from Unconsolidated Joint Ventures (per Consolidated Income Statement)		(9,217	)		(9,217	)
Subtract: Gains from Investments in Securities (per Consolidated Income Statement)		(587	)		(587	)
Add: Losses from Early Extinguishment of Debt (per Consolidated Income Statement)		5,494			5,494
Add: Interest Expense (per Consolidated Income Statement)		105,030			105,030
Add: Depreciation and Amortization (per Consolidated Income Statement)		111,360			111,360

EBITDA		278,183			278,183
Add: Company share of unconsolidated joint venture EBITDA		51,952			51,952

Consolidated EBITDA	$	330,135		$	330,135


Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)	$	105,030		$	105,030
Add: Company share of unconsolidated joint venture interest expense		22,257			22,257
Less: Amortization of financing costs		(2,157	)		(2,157	)
Less: Interest expense funded by construction loan draws		—			—

Adjusted Interest Expense	$	125,130		$	125,130



Covenant Ratios and Related Data	Test	Actual			Actual
Total Outstanding Debt/Total Assets	Less than 60%		47.8	%		46.9	%
Secured Debt/Total Assets	Less than 50%		20.1	%		19.8	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50x		2.64			2.64
Unencumbered Assets/ Unsecured Debt	Greater than 150%		241.9	%		246.3	%

Unencumbered Consolidated EBITDA		$	213,465		$	213,465



Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)			2.89			2.89



% of Unencumbered Consolidated EBITDA to Consolidated EBITDA			64.7	%		64.7	%



# of unencumbered properties			123			123

(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 aggregate fair value adjustment of $18,112.

(3)	Excludes aggregate debt discount of $12,795 and ASC 470-20 (formerly known as FSP APB 14-1) adjustment of $32,533.

Boston Properties, Inc.

Third Quarter 2012

UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS (*)

Debt Maturities and Principal Payments by Property

(in thousands)


Property	2012			2013			2014			2015			2016			Thereafter			Total

General Motors Building (60%)	$	—		$	—		$	—		$	—		$	—		$	963,600		$	963,600	(1)(2)
125 West 55th Street (60%)		424			1,763			1,874			1,991			2,116			112,245			120,413
Metropolitan Square (51%)		—			662			1,187			1,257			1,332			84,812			89,250
540 Madison Avenue (60%)		60			70,920			—			—			—			—			70,980	(2)
Market Square North (50%)		—			161			993			1,042			1,094			61,710			65,000
901 New York Avenue (25%)		189			782			823			37,590			—			—			39,384
Annapolis Junction (50%)		70			279			279			279			279			19,799			20,985	(3)
500 North Capitol Street, N.W. (30%)		—			—			22,490			—			—			—			22,490	(4)
Annapolis Junction Building Six (50%)		—			6,804			—			—			—			—			6,804	(4)

		743			81,371			27,646			42,159			4,821			1,242,166			1,398,906

Aggregate Fair Value Adjustments		1,822			7,186			7,087			7,612			8,177			6,529			38,413

	$	2,565		$	88,557		$	34,733		$	49,771		$	12,998		$	1,248,695		$	1,437,319


GAAP Weighted Average Rate		5.57	%		6.07	%		3.11	%		5.29	%		5.54	%		6.39	%		6.27	%

% of Total Debt		0.18	%		6.16	%		2.42	%		3.46	%		0.90	%		86.87	%		100.00	%

Floating and Fixed Rate Debt Analysis


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

Floating Rate Debt		3.59	%		1.93	%		2.39	%		3.4	years
Fixed Rate Debt		96.41	%		5.85	%		6.41	%		5.2	years

Total Debt		100.00	%		5.71	%		6.27	%		5.2	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)	These properties have a fair value adjustment which are aggregated below.

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

(4)	Loan has two, one-year extension options, subject to certain conditions.

Boston Properties, Inc.

Third Quarter 2012

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of September 30, 2012


	General Motors Building			125 West 55th Street			Two Grand Central Tower (1)			540 Madison Avenue			Market Square North			Metropolitan Square			901 New York Avenue			Wisconsin Place (2)			Annapolis Junction (3)			Eighth Avenue and 46th Street (4)			500 North Capitol Street, N.W. (4)			Subtotal		Value- Added Fund (5)(6)			Total Unconsolidated Joint Ventures

Investment (7)	$	653,135	(8)	$	118,192		$	(38	)	$	71,146		$	(11,065	)	$	9,481		$	(1,843	)	$	49,771		$	15,252		$	10,432		$	1,768		$	916,231	$	30,665		$	946,896

Note Receivable		270,000	(8)		—			—			—			—			—			—			—			—			—			—			270,000		12,206	(9)		282,206

Net Equity (7)	$	383,135		$	118,192		$	(38	)	$	71,146		$	(11,065	)	$	9,481		$	(1,843	)	$	49,771		$	15,252		$	10,432		$	1,768		$	646,231	$	18,459		$	664,690


Mortgage/Construction loans payable (7) (10)	$	963,600		$	120,413		$	—		$	70,980		$	65,000		$	89,250		$	39,384		$	—		$	27,789		$	—		$	22,490		$	1,398,906	$	43,725		$	1,442,631


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, 2012


	General Motors Building			125 West 55th Street		Two Grand Central Tower (1)			540 Madison Avenue			Market Square North		Metropolitan Square		901 New York Avenue			Wisconsin Place (2)			Annapolis Junction (3)			Eighth Avenue and 46th Street (4)			500 North Capitol Street, N.W. (4)		Subtotal			Value- Added Fund (5)(6)			Total Unconsolidated Joint Ventures
REVENUE
Rental	$	59,999		$	9,779	$	(36	)	$	6,854		$	5,552	$	8,813	$	8,680		$	1,205		$	4,647		$	50		$	—	$	105,543		$	5,237		$	110,780
Straight-line rent		732			1,443		—			(153	)		35		43		(53	)		—			40			—			—		2,087			124			2,211
Fair value lease revenue		20,189			297		—			1,462			—		—		—			—			—			—			—		21,948			103			22,051
Termination Income		—			—		—			956			—		—		—			—			—			—			—		956			—			956

Total revenue		80,920			11,519		(36	)		9,119			5,587		8,856		8,627			1,205			4,687			50			—		130,534			5,464			135,998


EXPENSES
Operating		23,028			3,580		—			2,961			2,320		3,298		3,126			788			1,647			73			—		40,821			1,557			42,378


NET OPERATING INCOME		57,892			7,939		(36	)		6,158			3,267		5,558		5,501			417			3,040			(23	)		—		89,713			3,907			93,620

Interest		26,739			3,092		—			1,955			1,597		2,541		2,073			—			239			—			—		38,236			844			39,080
Interest other - partner loans		17,088			—		—			—			—		—		—			—			—			—			—		17,088			353			17,441
Depreciation and amortization		25,087			2,863		—			2,762			801		1,919		1,383			1,375			1,353			—			—		37,543			1,748			39,291

SUBTOTAL		68,914			5,955		—			4,717			2,398		4,460		3,456			1,375			1,592			—			—		92,867			2,945			95,812

Gain on sale of real estate (11)		—			—		—			—			—		—		—			—			—			—			—		—			990			990

NET INCOME/(LOSS)	$	(11,022	)	$	1,984	$	(36	)	$	1,441		$	869	$	1,098	$	2,045		$	(958	)	$	1,448		$	(23	)	$	—	$	(3,154	)	$	1,952		$	(1,202	)


BXP’s share of net income/(loss)	$	(6,613	)	$	1,190	$	(22	)	$	865		$	435	$	560	$	1,146	(12)	$	(321	)	$	724	(12)	$	(12	)	$	—	$	(2,048	)	$	364	(6)(12)	$	(1,683	)
Basis differential (13)		—			214		—			94			—		—		—			—			—			—			—		308			91	(6)		399
Gain on sale of investment (11)		—			—		—			—			—		—		—			—			—			—			—		—			248			248
Elimination of inter-entity interest on partner loan		10,253			—		—			—			—		—		—			—			—			—			—		10,253			—			10,253

Income/(loss) from unconsolidated joint ventures	$	3,640		$	1,405	$	(22	)	$	959		$	435	$	560	$	1,146		$	(321	)	$	724		$	(12	)	$	—	$	8,514		$	703	(6)	$	9,217

Gain on sale of investment (11)		—			—		—			—			—		—		—			—			—			—			—		—			(248	)		(248	)
BXP’s share of depreciation & amortization		15,052			1,476		—			1,384			401		979		650	(12)		460			676	(12)		—			—		21,078			586	(6)(12)		21,664

BXP’s share of Funds from Operations (FFO)	$	18,692		$	2,881	$	(22	)	$	2,343		$	836	$	1,539	$	1,796		$	139		$	1,400		$	(12	)	$	—	$	29,592		$	1,041	(6)	$	30,633



BXP’s share of net operating income/(loss)	$	34,736		$	4,736	$	(22	)	$	3,516		$	1,634	$	2,835	$	1,375		$	139		$	1,520		$	(12	)	$	—	$	50,457		$	1,495	(6)	$	51,952

(1)	The property was sold on October 25, 2011.

(2)	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.

(3)	Annapolis Junction includes two properties in service and two undeveloped land parcels.

(4)	Property is currently not in service (i.e., under construction or undeveloped land). 500 North Capitol Street, N.W. is currently under redevelopment.

(5)

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.

(6)	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.

(7)	Represents the Company’s share.

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

(9)	Represents two loans from the Company to the Value-Added Fund. The loans from the Company bear interest at a fixed rate of 10.0% per annum and mature on May 31, 2014 and November 22, 2014.

(10)	Excludes fair value adjustments.

(11)

On September 27, 2012, the Company’s Value-Added Fund completed the sale of its 300 Billerica Road property located in Chelmsford, Massachusetts for approximately $12.2 million, including the assumption by the buyer of $7.5 million of mortgage indebtedness. Net cash proceeds totaled approximately $4.3 million, of which the Company’s share was approximately $2.8 million, after the payment of transaction costs. The Company’s share of the net proceeds included approximately $2.4 million resulting from the Value-Added Fund’s repayment of a loan from the Company’s Operating Partnership. The Value-Added Fund recognized a gain on sale of real estate totaling approximately $1.0 million, of which the Company’s share totaled approximately $0.2 million and is included within income from unconsolidated joint ventures in the Company’s consolidated statements of operations, but excluded from the Company’s calculation of FFO.

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

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

Boston Properties, Inc.

Third Quarter 2012

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)

Mountain View Research Park, Mountain View, CA		16		602,199		89.2	%	$	31.42	$	35,821	(3)
Mountain View Technology Park, Mountain View, CA		7		135,279		100.0	%		23.78		7,904	(4)

Total		23		737,478		91.2	%	$	29.88	$	43,725

Results of Operations

(unaudited and in thousands)

for the three months ended September 30, 2012


	Value-Added Fund
REVENUE
Rental	$	5,237
Straight-line rent		124
Fair value lease revenue		103

Total revenue		5,464

EXPENSES
Operating		1,557


SUBTOTAL		3,907

Interest		844
Interest other - partner loans		353
Depreciation and amortization		1,748

SUBTOTAL		2,945

Gain on sale of real estate (5)		990

NET INCOME	$	1,952


BXP’s share of net income	$	364
Basis differential (6)		91
Gain on sale of investment (5)		248

Income from Value-Added Fund	$	703
Gain on sale of investment (5)		(248	)
BXP’s share of depreciation & amortization		586

BXP’s share of Funds from Operations (FFO)	$	1,041



The Company’s Equity in the Value-Added Fund	$	18,459

(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 variable rate of LIBOR plus 2.00% and matures on May 31, 2014. In conjunction with the mortgage loan, the Company agreed to lend up to $12.0 million to the Value-Added Fund, of which approximately $8.3 million is outstanding through September 30, 2012. 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. See page 17.

(4)

The mortgage bears interest at a variable rate of LIBOR plus 2.50% and matures on November 22, 2014. In conjunction with the mortgage loan modification, the Company agreed to lend up to $6.0 million to the Value-Added Fund, of which approximately $3.9 million is outstanding through September 30, 2012. The loan from the Company bears interest at a fixed rate of 10.0% per annum and matures on November 22, 2014. The loan from the Company is included in the Company’s investment in the Value-Added Fund. See page 17.

(5)

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

Boston Properties, Inc.

Third Quarter 2012

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, 2012 (1) (2)


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)

Boston		13,150,569			28.6	%		392,530			1.1	%		13,543,099			34.0	%		0.2	%		0.7	%		30.6	%
New York		8,675,658	(5)		36.1	%		—			—			8,675,658	(5)		21.7	%		—			—			36.1	%
Princeton		2,457,992			2.3	%		—			—			2,457,992			6.2	%		—			—			2.3	%
San Francisco		5,122,310			9.6	%		29,620			0.0	%		5,151,930			12.9	%		—			—			9.6	%
Washington, DC		9,310,687	(6)		19.8	%		756,325			1.0	%		10,067,012	(6)		25.2	%		0.6	%		—			21.4	%

		38,717,216			96.4	%		1,178,475			2.1	%		39,895,691			100.0	%		0.8	%		0.7	%		100.0	%

% of Total		97.0	%					3.0	%					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

Boston		25.4	%		5.2	%		30.6	%
New York		36.1	%		—			36.1	%
Princeton		—			2.3	%		2.3	%
San Francisco		7.8	%		1.8	%		9.6	%
Washington, DC		9.9	%		11.5	%		21.4	%

Total		79.2	%		20.8	%		100.0	%

Structured Parking


	Number of Spaces		Square Feet

Total Structured Parking		44,703		15,154,232

Hotel Properties


Hotel Properties	Number of Rooms		Square Feet (7)
Cambridge Center Marriott, Cambridge, MA		433		334,660

Total Hotel Properties		433		334,660

Residential Properties


Residential Properties	Number of Units		Square Feet
Residences on The Avenue, Washington, DC		335		323,050	(8)
The Lofts at Atlantic Wharf, Boston, MA		86		87,207	(9)

Total Residential Properties		421		410,257

(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 1,900,000 square feet of retail space.

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

(5)	Includes 1,814,921 square feet at the General Motors Building, 585,316 square feet at 125 West 55th Street and 290,760 square feet at 540 Madison Avenue, each of which is 60% owned by the Company.

(6)

Includes 588,917 square feet at Metropolitan Square which is 51% owned by the Company, 408,890 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.

(7)	Includes 4,260 square feet of retail space which is 100% occupied.

(8)	Not included in Same Property analysis. Includes 49,528 square feet of retail space which is 100% occupied.

(9)	Includes 9,617 square feet of retail space which is 57% occupied.

Boston Properties, Inc.

Third Quarter 2012

In-Service Property Listing

as of September 30, 2012


		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)
Boston
Office
	John Hancock Tower	CBD Boston MA		1		1,721,633		97.4	%	$	52.68	Y	CBD
(2)	100 Federal Street	CBD Boston MA		1		1,264,420		93.4	%		47.37	N	CBD
	800 Boylston Street - The Prudential Center	CBD Boston MA		1		1,228,651		98.0	%		50.41	N	CBD
	111 Huntington Avenue - The Prudential Center	CBD Boston MA		1		857,975		95.9	%		58.88	N	CBD
(2)	Atlantic Wharf Office	CBD Boston MA		1		797,877		92.9	%		62.35	N	CBD
	101 Huntington Avenue - The Prudential Center	CBD Boston MA		1		505,389		100.0	%		41.51	N	CBD
	The Shops at the Prudential Center	CBD Boston MA		1		500,914		99.4	%		76.96	N	CBD
	Shaws Supermarket at the Prudential Center	CBD Boston MA		1		57,235		100.0	%		49.57	N	CBD
	One Cambridge Center	East Cambridge MA		1		215,629		94.8	%		46.79	N	CBD
	Three Cambridge Center	East Cambridge MA		1		109,358		100.0	%		41.16	N	CBD
	Four Cambridge Center	East Cambridge MA		1		200,567		100.0	%		44.61	N	CBD
	Five Cambridge Center	East Cambridge MA		1		240,480		100.0	%		49.65	N	CBD
	Eight Cambridge Center	East Cambridge MA		1		177,226		100.0	%		41.47	N	CBD
	Ten Cambridge Center	East Cambridge MA		1		152,664		100.0	%		44.73	N	CBD
	Eleven Cambridge Center	East Cambridge MA		1		79,616		100.0	%		53.25	N	CBD
	University Place	Mid-Cambridge MA		1		195,282		100.0	%		40.60	Y	CBD
	Bay Colony Corporate Center	Route 128 Mass Turnpike MA		4		985,334		64.6	%		32.61	N	S
	Reservoir Place	Route 128 Mass Turnpike MA		1		526,080		80.3	%		32.50	N	S
	Reservoir Place North	Route 128 Mass Turnpike MA		1		73,258		100.0	%		29.34	N	S
	140 Kendrick Street	Route 128 Mass Turnpike MA		3		380,987		100.0	%		30.42	Y	S
	230 CityPoint	Route 128 Mass Turnpike MA		1		301,373		69.8	%		33.48	N	S
	77 CityPoint	Route 128 Mass Turnpike MA		1		209,707		100.0	%		40.90	N	S
	195 West Street	Route 128 Mass Turnpike MA		1		63,500		100.0	%		38.88	N	S
	200 West Street	Route 128 Mass Turnpike MA		1		256,245		85.4	%		34.78	N	S
	Weston Corporate Center	Route 128 Mass Turnpike MA		1		356,995		100.0	%		47.72	N	S
	Waltham Weston Corporate Center	Route 128 Mass Turnpike MA		1		306,687		95.1	%		31.31	N	S
	10 & 20 Burlington Mall Road	Route 128 Northwest MA		2		152,229		77.6	%		24.01	N	S
	32 Hartwell Avenue	Route 128 Northwest MA		1		69,154		100.0	%		26.52	N	S
	91 Hartwell Avenue	Route 128 Northwest MA		1		120,458		60.9	%		26.63	N	S
	92 Hayden Avenue	Route 128 Northwest MA		1		31,100		100.0	%		36.34	N	S
	100 Hayden Avenue	Route 128 Northwest MA		1		55,924		100.0	%		36.16	N	S
	33 Hayden Avenue	Route 128 Northwest MA		1		80,128		0.0	%		—	N	S
	Lexington Office Park	Route 128 Northwest MA		2		166,759		87.6	%		26.35	N	S
	191 Spring Street	Route 128 Northwest MA		1		158,900		100.0	%		31.72	N	S
	181 Spring Street	Route 128 Northwest MA		1		55,792		100.0	%		30.85	N	S
	201 Spring Street	Route 128 Northwest MA		1		106,300		100.0	%		33.40	N	S
	40 Shattuck Road	Route 128 Northwest MA		1		121,216		72.8	%		21.90	N	S
	Quorum Office Park	Route 128 Northwest MA		2		267,527		82.5	%		16.39	N	S

				46		13,150,569		91.5	%	$	45.90

Office/Technical
	Seven Cambridge Center	East Cambridge MA		1		231,028		100.0	%	$	87.01	N	CBD
	Fourteen Cambridge Center	East Cambridge MA		1		67,362		100.0	%		24.78	N	CBD
	17 Hartwell Avenue	Route 128 Northwest MA		1		30,000		0.0	%		—	N	S
	164 Lexington Road	Route 128 Northwest MA		1		64,140		0.0	%		—	N	S

				4		392,530		76.0	%	$	72.96


	Total Boston:			50		13,543,099		91.1	%	$	46.56

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

(2)	Not included in Same Property analysis.

Boston Properties, Inc.

Third Quarter 2012

In-Service Property Listing (continued)

as of September 30, 2012


		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)

New York
Office
	599 Lexington Avenue	Park Avenue NY		1		1,045,128		97.9	%	$	84.73	Y	CBD
	601 Lexington Avenue	Park Avenue NY		1		1,629,868		98.0	%		86.55	Y	CBD
	399 Park Avenue	Park Avenue NY		1		1,708,249		94.0	%		80.73	N	CBD
	Times Square Tower	Times Square NY		1		1,245,818		98.7	%		69.61	N	CBD
	General Motors Building (60% ownership)	Plaza District NY		1		1,814,921		95.2	%		125.07	Y	CBD
(2)	510 Madison Avenue	Fifth/Madison Avenue NY		1		355,598		54.6	%		108.74	N	CBD
	540 Madison Avenue (60% ownership)	Fifth/Madison Avenue NY		1		290,760		84.4	%		103.32	Y	CBD
	125 West 55th Street (60% ownership)	Sixth/Rock Center NY		1		585,316		93.4	%		70.25	Y	CBD

	Total New York:			8		8,675,658		94.2	%	$	90.70


Princeton
Office
	101 Carnegie Center	Princeton NJ		1		123,659		87.7	%	$	30.16	N	S
	104 Carnegie Center	Princeton NJ		1		102,886		87.9	%		32.16	N	S
	105 Carnegie Center	Princeton NJ		1		69,955		100.0	%		29.50	N	S
	201 Carnegie Center	Princeton NJ		—		6,500		100.0	%		31.06	N	S
	202 Carnegie Center	Princeton NJ		1		130,582		100.0	%		34.59	N	S
	206 Carnegie Center	Princeton NJ		1		161,763		100.0	%		34.16	N	S
	210 Carnegie Center	Princeton NJ		1		162,372		94.4	%		37.87	N	S
	211 Carnegie Center	Princeton NJ		1		47,025		100.0	%		32.51	N	S
	212 Carnegie Center	Princeton NJ		1		150,395		57.5	%		35.05	N	S
	214 Carnegie Center	Princeton NJ		1		150,774		65.1	%		31.22	N	S
	302 Carnegie Center	Princeton NJ		1		64,926		65.1	%		36.71	N	S
	502 Carnegie Center	Princeton NJ		1		122,460		76.1	%		35.59	N	S
	504 Carnegie Center	Princeton NJ		1		121,990		100.0	%		32.77	N	S
	506 Carnegie Center	Princeton NJ		1		145,213		74.8	%		32.08	N	S
	508 Carnegie Center	Princeton NJ		1		128,684		23.7	%		32.61	N	S
	510 Carnegie Center	Princeton NJ		1		234,160		100.0	%		30.73	N	S
	701 Carnegie Center	Princeton NJ		1		120,000		100.0	%		36.54	N	S

				16		2,043,344		83.4	%	$	33.36


	One Tower Center	East Brunswick NJ		1		414,648		47.2	%	$	33.73	N	S

				1		414,648		47.2	%	$	33.73


	Total Princeton:			17		2,457,992		77.3	%	$	33.40


San Francisco
Office
	Embarcadero Center One	CBD San Francisco CA		1		833,594		96.6	%	$	44.93	N	CBD
	Embarcadero Center Two	CBD San Francisco CA		1		779,768		97.7	%		51.52	N	CBD
	Embarcadero Center Three	CBD San Francisco CA		1		775,086		98.7	%		44.09	N	CBD
	Embarcadero Center Four	CBD San Francisco CA		1		936,850		91.3	%		53.80	Y	CBD

				4		3,325,298		95.8	%	$	48.65


	611 Gateway	South San Francisco CA		1		257,664		81.0	%	$	34.45	N	S
	601 and 651 Gateway	South San Francisco CA		2		506,271		97.6	%		34.60	N	S
	303 Almaden	San Jose CA		1		158,499		91.5	%		37.04	N	CBD
(3)	North First Business Park	San Jose CA		5		190,636		75.8	%		14.71	N	S
	3200 Zanker Road	San Jose CA		4		543,900		49.9	%		14.70	N	S
(2)	2440 West El Camino Real	Mountain View CA		1		140,042		100.0	%		48.39	N	S

				14		1,797,012		78.1	%	$	30.29

Office/Technical
(2)	453 Ravendale Avenue	Mountain View CA		1		29,620		100.0	%	$	17.53	N	S

				1		29,620		100.0	%	$	17.53


	Total San Francisco:			19		5,151,930		89.7	%	$	42.84

(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 2012

In-Service Property Listing (continued)

as of September 30, 2012


		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)

Washington, DC
Office
	Capital Gallery	Southwest Washington DC		1		631,033		89.7	%	$	52.66	N	CBD
	500 E Street, S. W.	Southwest Washington DC		1		248,336		100.0	%		45.22	N	CBD
	Metropolitan Square (51% ownership)	East End Washington DC		1		588,917		97.8	%		54.27	Y	CBD
	1301 New York Avenue	East End Washington DC		1		188,357		100.0	%		46.70	N	CBD
	Market Square North (50% ownership)	East End Washington DC		1		409,890		83.7	%		59.94	Y	CBD
	505 9th Street, N.W. (50% ownership)	East End Washington DC		1		321,943		100.0	%		67.26	Y	CBD
	901 New York Avenue (25% ownership)	East End Washington DC		1		539,229		99.8	%		61.74	Y	CBD
(3)	601 Massachusetts Avenue (formerly 635 Massachusetts Avenue)	East End Washington DC		1		211,000		100.0	%		28.31	N	CBD
(2)	2200 Pennsylvania Avenue	CBD Washington DC		1		458,831		94.5	%		73.27	N	CBD
	1333 New Hampshire Avenue	CBD Washington DC		1		315,371		100.0	%		51.27	N	CBD
	1330 Connecticut Avenue	CBD Washington DC		1		252,136		100.0	%		58.98	N	CBD
	Sumner Square	CBD Washington DC		1		208,892		100.0	%		46.06	N	CBD
	Annapolis Junction (50% ownership)	Anne Arundel County MD		1		117,599		95.4	%		144.77	Y	S
	One Preserve Parkway	Montgomery County MD		1		183,734		90.0	%		36.56	N	S
	2600 Tower Oaks Boulevard	Montgomery County MD		1		178,906		67.9	%		36.41	N	S
	Wisconsin Place Office	Montgomery County MD		1		299,186		99.0	%		50.11	N	S
	Democracy Tower	Fairfax County VA		1		235,436		100.0	%		52.09	N	S
	Kingstowne One	Fairfax County VA		1		151,195		83.5	%		37.91	Y	S
	Kingstowne Two	Fairfax County VA		1		156,251		98.2	%		39.84	Y	S
	Kingstowne Retail	Fairfax County VA		1		88,288		100.0	%		33.19	Y	S
	One Freedom Square	Fairfax County VA		1		432,597		81.5	%		43.96	N	S
	Two Freedom Square	Fairfax County VA		1		421,142		100.0	%		44.43	N	S
	One Reston Overlook	Fairfax County VA		1		319,541		100.0	%		33.10	N	S
	Two Reston Overlook	Fairfax County VA		1		134,615		100.0	%		33.21	N	S
	One and Two Discovery Square	Fairfax County VA		2		366,990		100.0	%		39.62	N	S
	New Dominion Technology Park - Building One	Fairfax County VA		1		235,201		100.0	%		33.40	Y	S
	New Dominion Technology Park - Building Two	Fairfax County VA		1		257,400		100.0	%		39.16	Y	S
	Reston Corporate Center	Fairfax County VA		2		261,046		100.0	%		36.36	N	S
	South of Market	Fairfax County VA		3		647,670		100.0	%		48.77	N	S
(2)	One Patriots Park (formerly 12310 Sunrise Valley)	Fairfax County VA		1		267,531		100.0	%		33.50	N	S
	Three Patriots Park (formerly 12290 Sunrise Valley)	Fairfax County VA		1		182,424		0.0	%		—	N	S

				35		9,310,687		94.1	%	$	49.49

Office/Technical
(3)	6601 Springfield Center Drive	Fairfax County VA		1		26,388		37.2	%	$	12.29	N	S
	7435 Boston Boulevard	Fairfax County VA		1		103,557		100.0	%		21.26	N	S
	7451 Boston Boulevard	Fairfax County VA		1		47,001		100.0	%		23.49	N	S
	7450 Boston Boulevard	Fairfax County VA		1		62,402		100.0	%		20.48	N	S
	7374 Boston Boulevard	Fairfax County VA		1		57,321		100.0	%		17.45	N	S
	8000 Grainger Court	Fairfax County VA		1		88,775		100.0	%		20.47	N	S
	7500 Boston Boulevard	Fairfax County VA		1		79,971		100.0	%		16.02	N	S
	7501 Boston Boulevard	Fairfax County VA		1		75,756		100.0	%		25.49	N	S
	7601 Boston Boulevard	Fairfax County VA		1		103,750		100.0	%		14.44	N	S
	7375 Boston Boulevard	Fairfax County VA		1		26,865		100.0	%		23.25	N	S
	8000 Corporate Court	Fairfax County VA		1		52,539		100.0	%		21.06	N	S
	7300 Boston Boulevard	Fairfax County VA		1		32,000		100.0	%		29.08	N	S

				12		756,325		97.8	%	$	20.12


	Total Washington, DC:			47		10,067,012		94.4	%	$	47.21


	Total In-Service Properties:			141		39,895,691		91.6	%	$	55.45

(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 2012

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION

TOP 20 TENANTS BY SQUARE FEET LEASED


Tenant		Sq. Ft.			% of Portfolio

1	US Government		2,181,407	(1)		5.47	%
2	Citibank		1,018,432	(2)		2.55	%
3	Bank of America		875,718	(3)		2.20	%
4	Wellington Management		707,568			1.77	%
5	Kirkland & Ellis		639,683	(4)		1.60	%
6	Biogen Idec		577,021			1.45	%
7	Genentech		568,097			1.42	%
8	Ropes & Gray		528,931			1.33	%
9	O’Melveny & Myers		504,902			1.27	%
10	Weil Gotshal Manges		490,065	(5)		1.23	%
11	Shearman & Sterling		472,808			1.19	%
12	Manufactures Investment (ManuLife)		442,567			1.11	%
13	State Street Bank and Trust		408,552			1.02	%
14	Microsoft		387,753			0.97	%
15	Parametric Technology		380,987			0.95	%
16	Finnegan Henderson Farabow		362,405	(6)		0.91	%
17	Ann Inc. (fka Ann Taylor Corp.)		351,026			0.88	%
18	Lockheed Martin		316,918			0.79	%
19	Mass Financial Services		301,668			0.76	%
20	Bingham McCutchen		301,385			0.76	%

	Total % of Portfolio Square Feet					29.62	%
	Total % of Portfolio Revenue					31.82	%

Notable Signed Deals (7)


Tenant	Property	Sq. Ft.
Blue Cross and Blue Shield of Massachusetts	101 Huntington Avenue		331,000
Defense Intelligence Agency (US Government)	Two Patriots Park		256,000
Macys.com (Macy’s, Inc.)	680 Folsom Street		243,000
Morrison & Foerster	250 West 55th Street		205,000
Riverbed Technology	680 Folsom Street		202,000
Biogen Idec	Seventeen Cambridge Center		195,000
McDermott Will & Emery	500 North Capitol Street, N.W.		173,000	(8)

(1)	Includes 92,620 & 104,874 square feet of space in properties in which Boston Properties has a 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 50,887 square feet of space in a property in which Boston Properties has a 60% interest.

(4)	Includes 248,021 square feet of space in a property in which Boston Properties has a 51% interest.

(5)	Includes 449,871 square feet of space in a property in which Boston Properties has a 60% interest.

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

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

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

TENANT DIVERSIFICATION (GROSS RENT) *

LOGO

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

Boston Properties, Inc.

Third Quarter 2012

IN-SERVICE OFFICE 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

2012		506,128		$	24,610,939	$	48.63	$	24,661,745	$	48.73		1.37	%
2013		1,431,372			54,817,315		38.30		55,314,404		38.64		3.88	%
2014		3,276,257			146,854,340		44.82		155,047,178		47.32		8.87	%
2015		2,831,317			140,566,903		49.65		145,636,863		51.44		7.67	%
2016		2,781,379			125,818,608		45.24		130,137,512		46.79		7.53	%
2017		3,728,805			235,282,161		63.10		246,818,868		66.19		10.10	%
2018		1,023,269			68,496,079		66.94		73,752,757		72.08		2.77	%
2019		3,197,826	(4)		181,361,308		56.71		194,866,028		60.94		8.66	%
2020		3,146,633			189,708,672		60.29		208,109,110		66.14		8.52	%
2021		2,310,037			130,901,255		56.67		155,826,586		67.46		6.26	%
Thereafter		9,287,135			537,548,872		57.88		627,647,814		67.58		25.16	%

Occupancy By Location (5)


	CBD						Suburban						Total
Location	30-Sep-12			30-Sep-11			30-Sep-12			30-Sep-11			30-Sep-12			30-Sep-11

Boston		96.9	%		95.0	%		82.3	%		82.9	%		91.5	%		89.6	%
New York		94.2	%		96.5	%		n/a			n/a			94.2	%		96.5	%
Princeton		n/a			n/a			77.3	%		76.5	%		77.3	%		76.5	%
San Francisco		95.6	%		90.7	%		76.8	%		78.5	%		89.6	%		87.0	%
Washington, DC		96.1	%		95.9	%		92.4	%		94.2	%		94.1	%		95.0	%

Total Portfolio		95.6	%		95.1	%		84.4	%		85.4	%		91.6	%		91.4	%

(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 replacement tenants with future commencement dates. In those cases, the data is included in the year in which the future lease expires.

(4)	Includes 58,340 square feet of leased premises in properties under development.

(5)	Includes approximately 1,900,000 square feet of retail space.

Boston Properties, Inc.

Third Quarter 2012

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

2012		55,450	$	1,065,747	$	19.22	$	1,065,747	$	19.22		4.71	%
2013		105,818		2,172,321		20.53		2,189,715		20.69		8.98	%
2014		305,532		6,180,876		20.23		6,304,759		20.64		25.93	%
2015		177,374		4,244,262		23.93		4,304,672		24.27		15.05	%
2016		258,932		20,423,466		78.88		20,495,778		79.16		21.97	%
2017		13,408		262,836		19.60		289,340		21.58		1.14	%
2018		—		—		—		—		—		0.00	%
2019		—		—		—		—		—		0.00	%
2020		79,971		1,281,270		16.02		1,281,270		16.02		6.79	%
2021		57,321		1,000,494		17.45		1,000,494		17.45		4.86	%
Thereafter		—		—		—		—		—		0.00	%

Occupancy By Location


	CBD						Suburban						Total
Location	30-Sep-12			30-Sep-11			30-Sep-12			30-Sep-11			30-Sep-12			30-Sep-11

Boston		100.0	%		100.0	%		0.0	%		64.8	%		76.0	%		77.4	%
New York		n/a			n/a			n/a			n/a			n/a			n/a
Princeton		n/a			n/a			n/a			n/a			n/a			n/a
San Francisco		n/a			n/a			100.0	%		n/a			100.0	%		n/a
Washington, DC		n/a			n/a			97.8	%		100.0	%		97.8	%		100.0	%

Total Portfolio		100.0	%		100.0	%		87.4	%		85.4	%		90.6	%		88.2	%

(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 replacement tenants with future commencement dates. In those cases, the data is included in the year in which the future lease expires.

Boston Properties, Inc.

Third Quarter 2012

IN-SERVICE RETAIL 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

2012		36,191	$	1,374,575	$	37.98	$	1,423,364	$	39.33		2.01	%
2013		81,767		8,096,823		99.02		8,021,592		98.10		4.55	%
2014		61,246		6,058,256		98.92		6,128,328		100.06		3.41	%
2015		98,905		10,691,952		108.10		10,816,749		109.37		5.50	%
2016		179,160		27,690,835		154.56		28,438,975		158.74		9.97	%
2017		166,957		22,734,669		136.17		23,114,841		138.45		9.29	%
2018		231,475		10,658,453		46.05		11,098,482		47.95		12.88	%
2019		55,478		4,287,898		77.29		4,693,909		84.61		3.09	%
2020		128,692		5,614,565		43.63		8,129,915		63.17		7.16	%
2021		115,835		7,009,830		60.52		8,145,043		70.32		6.44	%
Thereafter		642,092		40,276,446		62.73		51,030,778		79.48		35.72	%

(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 replacement tenants with future commencement dates. In those cases, the data is included in the year in which the future lease expires.

Boston Properties, Inc.

Third Quarter 2012

GRAND TOTAL OF ALL

IN-SERVICE 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

2012		597,769		$	27,051,261	$	45.25	$	27,150,856	$	45.42		1.50	%
2013		1,618,957			65,086,459		40.20		65,525,711		40.47		4.06	%
2014		3,643,035			159,093,472		43.67		167,480,266		45.97		9.13	%
2015		3,107,596			155,503,117		50.04		160,758,283		51.73		7.79	%
2016		3,219,471			173,932,909		54.03		179,072,265		55.62		8.07	%
2017		3,909,170			258,279,666		66.07		270,223,049		69.13		9.80	%
2018		1,254,744			79,154,532		63.08		84,851,239		67.62		3.15	%
2019		3,253,304	(4)		185,649,206		57.06		199,559,937		61.34		8.15	%
2020		3,355,296			196,604,507		58.60		217,520,295		64.83		8.41	%
2021		2,483,193			138,911,578		55.94		164,972,123		66.44		6.22	%
Thereafter		9,929,227			577,825,318		58.19		678,678,592		68.35		24.89	%

Occupancy By Location


	CBD						Suburban						Total
Location	30-Sep-12			30-Sep-11			30-Sep-12			30-Sep-11			30-Sep-12			30-Sep-11

Boston		97.0	%		95.2	%		80.7	%		81.2	%		91.1	%		88.8	%
New York		94.2	%		96.5	%		n/a			n/a			94.2	%		96.5	%
Princeton		n/a			n/a			77.3	%		76.5	%		77.3	%		76.5	%
San Francisco		95.6	%		90.7	%		77.2	%		78.5	%		89.7	%		87.0	%
Washington, DC		96.1	%		95.9	%		93.1	%		95.0	%		94.4	%		95.4	%

Total Portfolio		95.7	%		95.2	%		84.5	%		85.4	%		91.6	%		91.3	%

(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 replacement tenants with future commencement dates. In those cases, the data is included in the year in which the future lease expires.

(4)	Includes 58,340 square feet of leased premises in properties under development.

Boston Properties, Inc.

Third Quarter 2012

IN-SERVICE BOSTON REGION PROPERTIES

Lease Expirations - Boston 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

2012		186,238	$	6,837,875	$	36.72	$	6,837,875	$	36.72		—	$	—	$	—	$	—	$	—
2013		494,829		19,736,168		39.88		19,745,081		39.90		—		—		—		—		—
2014		1,031,077		41,931,868		40.67		42,188,293		40.92		67,362		1,669,479		24.78		1,669,479		24.78
2015		1,209,485		52,201,088		43.16		53,612,172		44.33		—		—		—		—		—
2016		901,926		34,942,887		38.74		36,313,403		40.26		225,532		19,703,892		87.37		19,703,892		87.37
2017		699,678		28,232,241		40.35		29,381,534		41.99		—		—		—		—		—
2018		263,824		12,369,904		46.89		13,326,114		50.51		—		—		—		—		—
2019		961,100		42,228,792		43.94		45,318,402		47.15		—		—		—		—		—
2020		226,087		10,681,919		47.25		11,339,201		50.15		—		—		—		—		—
2021		675,974		24,214,993		35.82		25,757,602		38.10		—		—		—		—		—
Thereafter		4,440,349		221,664,070		49.92		260,485,006		58.66		—		—		—		—		—

	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

2012		4,193	$	605,498	$	144.41	$	647,499	$	154.42		190,431	$	7,443,373	$	39.09	$	7,485,374	$	39.31
2013		32,751		5,137,539		156.87		5,053,339		154.30		527,580		24,873,707		47.15		24,798,420		47.00
2014		23,259		3,081,491		132.49		3,083,329		132.57		1,121,698		46,682,838		41.62		46,941,101		41.85
2015		32,319		4,911,905		151.98		4,939,140		152.82		1,241,804		57,112,994		45.99		58,551,312		47.15
2016		17,313		2,267,529		130.97		2,304,923		133.13		1,144,771		56,914,308		49.72		58,322,219		50.95	(4)
2017		46,952		2,951,310		62.86		3,006,042		64.02		746,630		31,183,551		41.77		32,387,576		43.38
2018		173,845		7,571,637		43.55		7,736,502		44.50		437,669		19,941,540		45.56		21,062,615		48.12
2019		16,026		2,255,095		140.71		2,435,478		151.97		977,126		44,483,887		45.53		47,753,880		48.87
2020		92,818		3,809,128		41.04		6,068,294		65.38		318,905		14,491,047		45.44		17,407,495		54.59
2021		37,719		2,328,616		61.74		2,632,042		69.78		713,693		26,543,609		37.19		28,389,644		39.78
Thereafter		327,432		15,659,370		47.82		17,501,800		53.45		4,767,781		237,323,440		49.78		277,986,806		58.31

(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 replacement tenants with future commencement dates. In those cases, the data is included in the year in which the future lease expires.

(4)	Includes 225,532 square feet of research/laboratory space. Excluding the research/laboratory space, current and future expiring rents would be $40.29 per square foot and $41.83 per square foot, respectively, in 2016.

Boston Properties, Inc.

Third Quarter 2012

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 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			—		—		—		—		—
Q3 2012		2,630		71,216		27.08		71,216		27.08	(4)		—		—		—		—		—
Q4 2012		183,608		6,766,659		36.85		6,766,659		36.85			—		—		—		—		—

Total 2012		186,238	$	6,837,875	$	36.72	$	6,837,875	$	36.72			—	$	—	$	—	$	—	$	—


Q1 2013		105,792	$	3,076,209	$	29.08	$	3,076,209	$	29.08			—	$	—	$	—	$	—	$	—
Q2 2013		183,255		7,963,833		43.46		7,947,859		43.37			—		—		—		—		—
Q3 2013		110,634		4,354,803		39.36		4,366,477		39.47			—		—		—		—		—
Q4 2013		95,148		4,341,323		45.63		4,354,536		45.77			—		—		—		—		—

Total 2013		494,829	$	19,736,168	$	39.88	$	19,745,081	$	39.90			—	$	—	$	—	$	—	$	—


	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 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			—		—		—		—		—
Q3 2012		—		—		—		—		—			2,630		71,216		27.08		71,216		27.08	(4)
Q4 2012		4,193		605,498		144.41		647,499		154.42			187,801		7,372,157		39.26		7,414,158		39.48

Total 2012		4,193	$	605,498	$	144.41	$	647,499	$	154.42			190,431	$	7,443,373	$	39.09	$	7,485,374	$	39.31


Q1 2013		14,366	$	2,423,770	$	168.72	$	2,380,870	$	165.73			120,158	$	5,499,979	$	45.77	$	5,457,079	$	45.42
Q2 2013		5,491		487,844		88.84		462,944		84.31			188,746		8,451,677		44.78		8,410,803		44.56
Q3 2013		56		334,120		5,966.43		317,920		5,677.14			110,690		4,688,923		42.36		4,684,397		42.32
Q4 2013		12,838		1,891,805		147.36		1,891,605		147.34			107,986		6,233,128		57.72		6,246,141		57.84

Total 2013		32,751	$	5,137,539	$	156.87	$	5,053,339	$	154.30			527,580	$	24,873,707	$	47.15	$	24,798,420	$	47.00

(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 replacement tenants with future commencement dates. 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 9/30/2012.

Boston Properties, Inc.

Third Quarter 2012

IN-SERVICE NEW YORK REGION PROPERTIES

Lease Expirations - New York 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

2012		73,376	$	6,720,126	$	91.58	$	6,720,126	$	91.58		—	$	—	$	—	$	—	$	—
2013		44,310		3,813,966		86.07		3,813,966		86.07		—		—		—		—		—
2014		185,844		21,391,832		115.11		21,763,434		117.11		—		—		—		—		—
2015		221,038		23,079,545		104.41		23,050,486		104.28		—		—		—		—		—
2016		227,501		21,464,598		94.35		21,832,351		95.97		—		—		—		—		—
2017		1,412,644		130,548,872		92.41		136,609,613		96.70		—		—		—		—		—
2018		268,049		31,503,784		117.53		32,782,073		122.30		—		—		—		—		—
2019		1,012,279		84,468,321		83.44		89,904,881		88.81		—		—		—		—		—
2020		1,342,413		102,192,628		76.13		111,331,685		82.93		—		—		—		—		—
2021		496,333		50,418,486		101.58		62,628,252		126.18		—		—		—		—		—
Thereafter		2,536,577		201,393,629		79.40		229,708,309		90.56		—		—		—		—		—

	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

2012		1,312	$	127,622	$	97.27	$	128,410	$	97.87		74,688	$	6,847,748	$	91.68	$	6,848,536	$	91.70
2013		1,682		182,508		108.51		187,195		111.29		45,992		3,996,474		86.89		4,001,161		87.00
2014		11,868		1,494,414		125.92		1,531,608		129.05		197,712		22,886,246		115.76		23,295,042		117.82
2015		3,000		2,347,146		782.38		2,347,146		782.38		224,038		25,426,691		113.49		25,397,632		113.36
2016		98,808		22,332,603		226.02		22,960,521		232.38		326,309		43,797,201		134.22		44,792,872		137.27
2017		78,027		17,562,508		225.08		17,760,231		227.62		1,490,671		148,111,380		99.36		154,369,844		103.56
2018		—		—		—		—		—		268,049		31,503,784		117.53		32,782,073		122.30
2019		3,877		375,843		96.94		443,232		114.32		1,016,156		84,844,164		83.50		90,348,112		88.91
2020		4,928		445,548		90.41		560,225		113.68		1,347,341		102,638,176		76.18		111,891,910		83.05
2021		2,056		242,335		117.87		309,720		150.64		498,389		50,660,821		101.65		62,937,971		126.28
Thereafter		116,505		16,216,884		139.19		22,139,887		190.03		2,653,082		217,610,513		82.02		251,848,196		94.93

(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 replacement tenants with future commencement dates. In those cases, the data is included in the year in which the future lease expires.

Boston Properties, Inc.

Third Quarter 2012

IN-SERVICE NEW YORK REGION 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 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			—		—		—		—		—
Q3 2012		51,950		4,859,748		93.55		4,859,748		93.55	(4)		—		—		—		—		—
Q4 2012		21,426		1,860,378		86.83		1,860,378		86.83			—		—		—		—		—

Total 2012		73,376	$	6,720,126	$	91.58	$	6,720,126	$	91.58			—	$	—	$	—	$	—	$	—


Q1 2013		4,200	$	397,688	$	94.69	$	397,688	$	94.69			—	$	—	$	—	$	—	$	—
Q2 2013		12,202		1,111,332		91.08		1,111,332		91.08			—		—		—		—		—
Q3 2013		17,809		1,487,936		83.55		1,487,936		83.55			—		—		—		—		—
Q4 2013		10,099		817,010		80.90		817,010		80.90			—		—		—		—		—

Total 2013		44,310	$	3,813,966	$	86.07	$	3,813,966	$	86.07			—	$	—	$	—	$	—	$	—


	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 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			—		—		—		—		—
Q3 2012		—		—		—		—		—			51,950		4,859,748		93.55		4,859,748		93.55	(4)
Q4 2012		1,312		127,622		97.27		128,410		97.87			22,738		1,988,000		87.43		1,988,788		87.47

Total 2012		1,312	$	127,622	$	97.27	$	128,410	$	97.87			74,688	$	6,847,748	$	91.68	$	6,848,536	$	91.70


Q1 2013		—	$	—	$	—	$	—	$	—			4,200	$	397,688	$	94.69	$	397,688	$	94.69
Q2 2013		—		—		—		—		—			12,202		1,111,332		91.08		1,111,332		91.08
Q3 2013		—		—		—		—		—			17,809		1,487,936		83.55		1,487,936		83.55
Q4 2013		1,682		182,508		108.51		187,195		111.29			11,781		999,518		84.84		1,004,205		85.24

Total 2013		1,682	$	182,508	$	108.51	$	187,195	$	111.29			45,992	$	3,996,474	$	86.89	$	4,001,161	$	87.00

(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 replacement tenants with future commencement dates. 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 9/30/2012.

Boston Properties, Inc.

Third Quarter 2012

IN-SERVICE PRINCETON REGION PROPERTIES

Lease Expirations - Princeton 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

2012		17,498	$	662,462	$	37.86	$	713,268	$	40.76		—	$	—	$	—	$	—	$	—
2013		227,642		7,595,179		33.36		7,630,732		33.52		—		—		—		—		—
2014		663,182		22,521,114		33.96		22,660,616		34.17		—		—		—		—		—
2015		186,898		6,228,406		33.33		6,379,881		34.14		—		—		—		—		—
2016		94,202		3,201,093		33.98		3,271,319		34.73		—		—		—		—		—
2017		193,277		6,536,057		33.82		6,819,479		35.28		—		—		—		—		—
2018		33,599		1,056,575		31.45		1,154,104		34.35		—		—		—		—		—
2019		204,737		6,933,648		33.87		7,065,058		34.51		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
2021		58,125		1,782,783		30.67		1,970,548		33.90		—		—		—		—		—
Thereafter		198,694		6,907,167		34.76		7,666,948		38.59		—		—		—		—		—

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

2012		—	$	—	$	—	$	—	$	—		17,498	$	662,462	$	37.86	$	713,268	$	40.76
2013		—		—		—		—		—		227,642		7,595,179		33.36		7,630,732		33.52
2014		—		—		—		—		—		663,182		22,521,114		33.96		22,660,616		34.17
2015		—		—		—		—		—		186,898		6,228,406		33.33		6,379,881		34.14
2016		—		—		—		—		—		94,202		3,201,093		33.98		3,271,319		34.73
2017		—		—		—		—		—		193,277		6,536,057		33.82		6,819,479		35.28
2018		—		—		—		—		—		33,599		1,056,575		31.45		1,154,104		34.35
2019		—		—		—		—		—		204,737		6,933,648		33.87		7,065,058		34.51
2020		—		—		—		—		—		—		—		—		—		—
2021		—		—		—		—		—		58,125		1,782,783		30.67		1,970,548		33.90
Thereafter		—		—		—		—		—		198,694		6,907,167		34.76		7,666,948		38.59

(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 replacement tenants with future commencement dates. In those cases, the data is included in the year in which the future lease expires.

Boston Properties, Inc.

Third Quarter 2012

IN-SERVICE PRINCETON REGION PROPERTIES

Quarterly Lease Expirations - Princeton 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 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			—		—		—		—		—
Q3 2012		9,458		396,907		41.97		396,907		41.97	(4)		—		—		—		—		—
Q4 2012		8,040		265,555		33.03		316,361		39.35			—		—		—		—		—

Total 2012		17,498	$	662,462	$	37.86	$	713,268	$	40.76			—	$	—	$	—	$	—	$	—


Q1 2013		66,691	$	2,531,838	$	37.96	$	2,531,838	$	37.96			—	$	—	$	—	$	—	$	—
Q2 2013		52,601		1,596,550		30.35		1,621,532		30.83			—		—		—		—		—
Q3 2013		7,607		242,684		31.90		242,684		31.90			—		—		—		—		—
Q4 2013		100,743		3,224,106		32.00		3,234,678		32.11			—		—		—		—		—

Total 2013		227,642	$	7,595,179	$	33.36	$	7,630,732	$	33.52			—	$	—	$	—	$	—	$	—


	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 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			—		—		—		—		—
Q3 2012		—		—		—		—		—			9,458		396,907		41.97		396,907		41.97	(4)
Q4 2012		—		—		—		—		—			8,040		265,555		33.03		316,361		39.35

Total 2012		—	$	—	$	—	$	—	$	—			17,498	$	662,462	$	37.86	$	713,268	$	40.76


Q1 2013		—	$	—	$	—	$	—	$	—			66,691	$	2,531,838	$	37.96	$	2,531,838	$	37.96
Q2 2013		—		—		—		—		—			52,601		1,596,550		30.35		1,621,532		30.83
Q3 2013		—		—		—		—		—			7,607		242,684		31.90		242,684		31.90
Q4 2013		—		—		—		—		—			100,743		3,224,106		32.00		3,234,678		32.11

Total 2013		—	$	—	$	—	$	—	$	—			227,642	$	7,595,179	$	33.36	$	7,630,732	$	33.52

(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 replacement tenants with future commencement dates. 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 9/30/2012.

Boston Properties, Inc.

Third Quarter 2012

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

2012		61,490	$	2,906,031	$	47.26	$	2,906,031	$	47.26		3,400	$	62,904	$	18.50	$	62,904	$	18.50
2013		509,754		13,252,882		26.00		13,461,421		26.41		4,920		97,212		19.76		97,212		19.76
2014		516,816		21,941,010		42.45		22,405,068		43.35		10,150		163,068		16.07		178,267		17.56
2015		522,537		21,163,392		40.50		22,156,417		42.40		11,150		196,082		17.59		210,483		18.88
2016		1,090,483		46,846,038		42.96		47,678,230		43.72		—		—		—		—		—
2017		504,649		19,930,982		39.49		21,533,800		42.67		—		—		—		—		—
2018		82,979		5,022,521		60.53		5,466,575		65.88		—		—		—		—		—
2019		97,694		4,358,765		44.62		4,795,614		49.09		—		—		—		—		—
2020		469,990		27,253,050		57.99		29,127,211		61.97		—		—		—		—		—
2021		135,592		6,041,931		44.56		7,016,886		51.75		—		—		—		—		—
Thereafter		324,997		15,749,868		48.46		18,019,655		55.45		—		—		—		—		—

	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

2012		30,686	$	641,455	$	20.90	$	647,455	$	21.10		95,576	$	3,610,390	$	37.78	$	3,616,390	$	37.84
2013		39,135		2,347,293		59.98		2,351,576		60.09		553,809		15,697,387		28.34		15,910,208		28.73
2014		14,066		815,733		57.99		823,159		58.52		541,032		22,919,811		42.36		23,406,494		43.26
2015		34,639		1,959,022		56.56		1,996,976		57.65		568,326		23,318,496		41.03		24,363,876		42.87
2016		36,763		1,756,669		47.78		1,797,819		48.90		1,127,246		48,602,708		43.12		49,476,049		43.89
2017		15,277		947,869		62.05		1,015,653		66.48		519,926		20,878,851		40.16		22,549,452		43.37
2018		16,919		854,944		50.53		903,536		53.40		99,898		5,877,464		58.83		6,370,111		63.77
2019		5,642		310,404		55.02		346,965		61.50		103,336		4,669,169		45.18		5,142,578		49.77
2020		13,451		470,453		34.98		509,112		37.85		483,441		27,723,504		57.35		29,636,323		61.30
2021		15,458		903,576		58.45		984,740		63.70		151,050		6,945,507		45.98		8,001,627		52.97
Thereafter		18,009		826,522		45.89		909,709		50.51		343,006		16,576,389		48.33		18,929,364		55.19

(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 replacement tenants with future commencement dates. In those cases, the data is included in the year in which the future lease expires.

Boston Properties, Inc.

Third Quarter 2012

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 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			—		—		—		—		—
Q3 2012		21,903		993,593		45.36		993,593		45.36	(4)		—		—		—		—		—
Q4 2012		39,587		1,912,439		48.31		1,912,439		48.31			3,400		62,904		18.50		62,904		18.50

Total 2012		61,490	$	2,906,031	$	47.26	$	2,906,031	$	47.26			3,400	$	62,904	$	18.50	$	62,904	$	18.50


Q1 2013		46,008	$	2,049,486	$	44.55	$	2,051,895	$	44.60			—	$	—	$	—	$	—	$	—
Q2 2013		25,392		861,051		33.91		880,226		34.67			—		—		—		—		—
Q3 2013		39,722		981,944		24.72		990,778		24.94			4,920		97,212		19.76		97,212		19.76
Q4 2013		398,632		9,360,402		23.48		9,538,522		23.93			—		—		—		—		—

Total 2013		509,754	$	13,252,882	$	26.00	$	13,461,421	$	26.41			4,920	$	97,212	$	19.76	$	97,212	$	19.76


	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 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			—		—		—		—		—
Q3 2012		—		—		—		—		—			21,903		993,593		45.36		993,593		45.36	(4)
Q4 2012		30,686		641,455		20.90		647,455		21.10			73,673		2,616,798		35.52		2,622,798		35.60

Total 2012		30,686	$	641,455	$	20.90	$	647,455	$	21.10			95,576	$	3,610,390	$	37.78	$	3,616,390	$	37.84


Q1 2013		16,247	$	911,015	$	56.07	$	911,015	$	56.07			62,255	$	2,960,501	$	47.55	$	2,962,910	$	47.59
Q2 2013		445		48,443		108.86		48,443		108.86			25,837		909,494		35.20		928,669		35.94
Q3 2013		13,056		732,031		56.07		732,031		56.07			57,698		1,811,186		31.39		1,820,020		31.54
Q4 2013		9,387		655,805		69.86		660,087		70.32			408,019		10,016,206		24.55		10,198,610		25.00

Total 2013		39,135	$	2,347,293	$	59.98	$	2,351,576	$	60.09			553,809	$	15,697,387	$	28.34	$	15,910,208	$	28.73

(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 replacement tenants with future commencement dates. 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 9/30/2012.

Boston Properties, Inc.

Third Quarter 2012

IN-SERVICE WASHINGTON, DC REGION PROPERTIES

Lease Expirations - Washington, DC 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

2012		167,526	$	7,484,444	$	44.68	$	7,484,444	$	44.68			52,050	$	1,002,843	$	19.27	$	1,002,843	$	19.27
2013		154,837		10,419,121		67.29		10,663,204		68.87	(4)		100,898		2,075,109		20.57		2,092,503		20.74
2014		879,338		39,068,516		44.43		46,029,768		52.35	(4)		228,020		4,348,329		19.07		4,457,013		19.55
2015		691,359		37,894,471		54.81		40,437,907		58.49	(4)		166,224		4,048,179		24.35		4,094,189		24.63
2016		467,267		19,363,992		41.44		21,042,208		45.03			33,400		719,574		21.54		791,886		23.71
2017		918,557		50,034,009		54.47		52,474,442		57.13			13,408		262,836		19.60		289,340		21.58
2018		374,818		18,543,296		49.47		21,023,891		56.09			—		—		—		—		—
2019		922,016		43,371,782		47.04		47,782,074		51.82	(5)		—		—		—		—		—
2020		1,108,143		49,581,074		44.74		56,311,013		50.82			79,971		1,281,270		16.02		1,281,270		16.02
2021		944,013		48,443,061		51.32		58,453,298		61.92			57,321		1,000,494		17.45		1,000,494		17.45
Thereafter		1,786,518		91,834,138		51.40		111,767,897		62.56			—		—		—		—		—

	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

2012		—	$	—	$	—	$	—	$	—			219,576	$	8,487,287	$	38.65	$	8,487,287	$	38.65
2013		8,199		429,482		52.38		429,482		52.38			263,934		12,923,712		48.97		13,185,189		49.96
2014		12,053		666,619		55.31		690,233		57.27			1,119,411		44,083,464		39.38		51,177,013		45.72
2015		28,947		1,473,879		50.92		1,533,486		52.98			886,530		43,416,530		48.97		46,065,581		51.96
2016		26,276		1,334,034		50.77		1,375,712		52.36			526,943		21,417,600		40.65		23,209,806		44.05
2017		26,701		1,272,982		47.68		1,332,916		49.92			958,666		51,569,828		53.79		54,096,698		56.43
2018		40,711		2,231,873		54.82		2,458,445		60.39			415,529		20,775,169		50.00		23,482,336		56.51
2019		29,933		1,346,556		44.99		1,468,235		49.05			951,949		44,718,338		46.98		49,250,309		51.74	(5)
2020		17,495		889,436		50.84		992,284		56.72			1,205,609		51,751,780		42.93		58,584,567		48.59
2021		60,602		3,535,303		58.34		4,218,541		69.61			1,061,936		52,978,858		49.89		63,672,332		59.96
Thereafter		180,146		7,573,670		42.04		10,479,382		58.17			1,966,664		99,407,808		50.55		122,247,279		62.16

(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 replacement tenants with future commencement dates. In those cases, the data is included in the year in which the future lease expires.

(4)

Includes 109,422 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from 2013, 2014 and 2015, the current and future expiring rental rate would be (i) $47.31 per square foot and $49.05 per square foot, respectively, for 2013, (ii) $41.84 per square foot and $48.58 per square foot, respectively, for 2014 and (iii) $48.37 per square foot and $52.32 per square foot, respectively, for 2015.

(5)	Includes 58,340 square feet of leased premises in properties under development.

Boston Properties, Inc.

Third Quarter 2012

IN-SERVICE WASHINGTON, DC REGION PROPERTIES

Quarterly Lease Expirations - Washington, DC 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 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			—		—		—		—		—
Q3 2012		—		—		—		—		—			—		—		—		—		—
Q4 2012		167,526		7,484,444		44.68		7,484,444		44.68			52,050		1,002,843		19.27		1,002,843		19.27

Total 2012		167,526	$	7,484,444	$	44.68	$	7,484,444	$	44.68			52,050	$	1,002,843	$	19.27	$	1,002,843	$	19.27


Q1 2013		63,958	$	3,492,091	$	54.60	$	3,745,909	$	58.57			7,479	$	152,025	$	20.33	$	152,025	$	20.33
Q2 2013		23,497		1,460,598		62.16		1,465,623		62.37	(4)		40,880		816,377		19.97		833,770		20.40
Q3 2013		14,879		700,099		47.05		706,312		47.47			—		—		—		—		—
Q4 2013		52,503		4,766,332		90.78		4,745,359		90.38	(4)		52,539		1,106,707		21.06		1,106,707		21.06

Total 2013		154,837	$	10,419,121	$	67.29	$	10,663,204	$	68.87			100,898	$	2,075,109	$	20.57	$	2,092,503	$	20.74


	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 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			—		—		—		—		—
Q3 2012		—		—		—		—		—			—		—		—		—		—
Q4 2012		—		—		—		—		—			219,576		8,487,287		38.65		8,487,287		38.65

Total 2012		—	$	—	$	—	$	—	$	—			219,576	$	8,487,287	$	38.65	$	8,487,287	$	38.65


Q1 2013		—	$	—	$	—	$	—	$	—			71,437	$	3,644,116	$	51.01	$	3,897,935	$	54.56
Q2 2013		8,199		429,482		52.38		429,482		52.38			72,576		2,706,457		37.29		2,728,875		37.60
Q3 2013		—		—		—		—		—			14,879		700,099		47.05		706,312		47.47
Q4 2013		—		—		—		—		—			105,042		5,873,039		55.91		5,852,067		55.71

Total 2013		8,199	$	429,482	$	52.38	$	429,482	$	52.38			263,934	$	12,923,712	$	48.97	$	13,185,189	$	49.96

(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 replacement tenants with future commencement dates. In those cases, the data is included in the year in which the future lease expires.

(4)

Includes 31,489 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from Q2 and Q4 2013, the current and future expiring rental rate would be $33.58 per square foot and $33.83 per square foot, respectively, for Q2 2013 and $46.21 per square foot and $44.56 per square foot, respectively, for Q4 2013.

Boston Properties, Inc.

Third Quarter 2012

CBD PROPERTIES

Lease Expirations (1) (2) (3)


	Boston											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

2012		27,004	$	1,856,669	$	68.76	$	1,898,670	$	70.31	(4)		82,553	$	3,137,566	$	38.01	$	3,143,566	$	38.08
2013		174,716		13,450,638		76.99		13,366,438		76.50	(4)		219,114		9,955,475		45.44		10,030,695		45.78
2014		853,960		38,143,957		44.67		38,296,860		44.85			305,094		14,207,405		46.57		14,490,185		47.49
2015		682,118		39,867,862		58.45		40,103,832		58.79			294,158		13,935,079		47.37		14,380,164		48.89
2016		554,067		36,936,561		66.66		37,336,609		67.39	(5)		979,859		44,613,628		45.53		45,180,582		46.11
2017		269,334		17,153,277		63.69		17,152,119		63.68			253,768		12,231,396		48.20		12,759,231		50.28
2018		331,368		16,726,092		50.48		17,455,056		52.68			99,898		5,877,464		58.83		6,370,111		63.77
2019		664,336		32,327,535		48.66		34,491,845		51.92			103,336		4,669,169		45.18		5,142,578		49.77
2020		318,905		14,491,047		45.44		17,407,495		54.59			469,281		27,078,796		57.70		28,892,162		61.57
2021		389,405		19,217,701		49.35		20,847,174		53.54			151,050		6,945,507		45.98		8,001,627		52.97
Thereafter		3,991,043		207,465,828		51.98		244,963,243		61.38			343,006		16,576,389		48.33		18,929,364		55.19

	New York											Washington, DC
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

2012		74,688	$	6,847,748	$	91.68	$	6,848,536	$	91.70			69,629	$	2,768,667	$	39.76	$	2,768,667	$	39.76
2013		45,992		3,996,474		86.89		4,001,161		87.00			64,883		3,456,546		53.27		3,724,110		57.40
2014		197,712		22,886,246		115.76		23,295,042		117.82			437,920		18,038,697		41.19		24,287,139		55.46
2015		224,038		25,426,691		113.49		25,397,632		113.36			338,283		20,123,605		59.49		21,835,352		64.55
2016		326,309		43,797,201		134.22		44,792,872		137.27			63,655		3,233,564		50.80		3,462,095		54.39
2017		1,490,671		148,111,380		99.36		154,369,844		103.56			772,683		44,005,837		56.95		45,671,728		59.11
2018		268,049		31,503,784		117.53		32,782,073		122.30			90,197		5,872,803		65.11		6,478,291		71.82
2019		1,016,156		84,844,164		83.50		90,348,112		88.91			420,626		23,970,546		56.99		27,382,500		65.10
2020		1,347,341		102,638,176		76.18		111,891,910		83.05			429,090		21,694,010		50.56		24,930,684		58.10
2021		498,389		50,660,821		101.65		62,937,971		126.28			552,921		31,422,047		56.83		38,165,390		69.03
Thereafter		2,653,082		217,610,513		82.02		251,848,196		94.93			983,908		61,612,856		62.62		77,385,072		78.65

	Princeton											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

2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
2013		—		—		—		—		—			—		—		—		—		—
2014		—		—		—		—		—			—		—		—		—		—
2015		—		—		—		—		—			—		—		—		—		—
2016		—		—		—		—		—			—		—		—		—		—
2017		—		—		—		—		—			—		—		—		—		—
2018		—		—		—		—		—			—		—		—		—		—
2019		—		—		—		—		—			—		—		—		—		—
2020		—		—		—		—		—			—		—		—		—		—
2021		—		—		—		—		—			—		—		—		—		—
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 replacement tenants with future commencement dates. In those cases, the data is included in the year in which the future lease expires.

(4)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $59.46 per square foot and $59.46 per square foot, respectively, in 2012 and $69.89 per square foot and $69.89 per square foot, respectively, in 2013.

(5)	Includes 225,532 square feet of research/laboratory space. Excluding the research/laboratory space, current and future expiring rents would be $52.12 per square foot and $53.36 per square foot, respectively, in 2016.

Boston Properties, Inc.

Third Quarter 2012

SUBURBAN PROPERTIES

Lease Expirations (1) (2) (3)


	Boston										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

2012		163,427	$	5,586,704	$	34.18	$	5,586,704	$	34.18		13,023	$	472,825	$	36.31	$	472,825	$	36.31
2013		352,864		11,423,069		32.37		11,431,982		32.40		334,695		5,741,912		17.16		5,879,514		17.57
2014		267,738		8,538,881		31.89		8,644,241		32.29		235,938		8,712,406		36.93		8,916,309		37.79
2015		559,686		17,245,132		30.81		18,447,481		32.96		274,168		9,383,418		34.23		9,983,712		36.41
2016		590,704		19,977,747		33.82		20,985,610		35.53		147,387		3,989,080		27.07		4,295,467		29.14
2017		477,296		14,030,274		29.40		15,235,457		31.92		266,158		8,647,455		32.49		9,790,221		36.78
2018		106,301		3,215,449		30.25		3,607,560		33.94		—		—		—		—		—
2019		312,790		12,156,353		38.86		13,262,036		42.40		—		—		—		—		—
2020		—		—		—		—		—		14,160		644,708		45.53		744,161		52.55
2021		324,288		7,325,908		22.59		7,542,470		23.26		—		—		—		—		—
Thereafter		776,738		29,857,612		38.44		33,023,562		42.52		—		—		—		—		—

	New York										Washington, DC
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

2012		—	$	—	$	—	$	—	$	—		149,947	$	5,718,620	$	38.14	$	5,718,620	$	38.14
2013		—		—		—		—		—		199,051		9,467,166		47.56		9,461,078		47.53	(4)
2014		—		—		—		—		—		681,491		26,044,767		38.22		26,889,874		39.46	(4)
2015		—		—		—		—		—		548,247		23,292,925		42.49		24,230,229		44.20	(4)
2016		—		—		—		—		—		463,288		18,184,036		39.25		19,747,711		42.63
2017		—		—		—		—		—		185,983		7,563,991		40.67		8,424,970		45.30
2018		—		—		—		—		—		325,332		14,902,366		45.81		17,004,045		52.27
2019		—		—		—		—		—		531,323		20,747,792		39.05		21,867,808		41.16	(5)
2020		—		—		—		—		—		776,519		30,057,771		38.71		33,653,883		43.34
2021		—		—		—		—		—		509,015		21,556,811		42.35		25,506,942		50.11
Thereafter		—		—		—		—		—		982,756		37,794,952		38.46		44,862,207		45.65

	Princeton										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

2012		17,498	$	662,462	$	37.86	$	713,268	$	40.76		—	$	—	$	—	$	—	$	—
2013		227,642		7,595,179		33.36		7,630,732		33.52		—		—		—		—		—
2014		663,182		22,521,114		33.96		22,660,616		34.17		—		—		—		—		—
2015		186,898		6,228,406		33.33		6,379,881		34.14		—		—		—		—		—
2016		94,202		3,201,093		33.98		3,271,319		34.73		—		—		—		—		—
2017		193,277		6,536,057		33.82		6,819,479		35.28		—		—		—		—		—
2018		33,599		1,056,575		31.45		1,154,104		34.35		—		—		—		—		—
2019		204,737		6,933,648		33.87		7,065,058		34.51		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
2021		58,125		1,782,783		30.67		1,970,548		33.90		—		—		—		—		—
Thereafter		198,694		6,907,167		34.76		7,666,948		38.59		—		—		—		—		—

(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 replacement tenants with future commencement dates. In those cases, the data is included in the year in which the future lease expires.

(4)

Includes 109,422 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from 2013, 2014 and 2015, the current and future expiring rental rates would be (i) $32.84 per square foot and $32.52 per square foot, respectively, for 2013, (ii) $33.14 per square foot and $34.42 per square foot, respectively, for 2014, and (iii) $33.05 per square foot and $34.92 per square foot, respectively, for 2015.

(5)	Includes 58,340 square feet of leased premises in properties under development.

Boston Properties, Inc.

Third Quarter 2012

HOTEL PERFORMANCE

(in thousands, except occupancy, rental rate and percent change amounts)


*Cambridge Center Marriott*	Third Quarter 2012			Third Quarter 2011			Percent Change			YTD 2012			YTD 2011			Percent Change

Occupancy		84.3	%		84.6	%		-0.4	%		81.7	%		77.4	%		5.6	%
Average Daily Rate	$	234.18		$	207.86			12.7	%	$	221.31		$	201.17			10.0	%
Revenue per available room	$	197.32		$	175.85			12.2	%	$	180.78		$	155.61			16.2	%

Rental Revenue (1)	$	9,359		$	8,045			16.3	%
Operating expenses and real estate taxes		6,886			6,032			14.2	%

Net Operating Income (1)	$	2,473		$	2,013			22.9	%


Less: Straight line rent and fair value lease revenue		1			(7	)		114.3	%

Rental Revenue - cash basis		9,358			8,052			16.2	%
Less: Operating expenses and real estate taxes		6,886			6,032			14.2	%
Add: Straight line ground rent expense		—			—			—

Net Operating Income - cash basis	$	2,472		$	2,020			22.4	%

RESIDENTIAL PERFORMANCE

(in thousands, except occupancy, rental rate and percent change amounts)


*Residences on The Avenue (2)* *located at 2221 I Street, NW, Washington, DC*	Third Quarter 2012			Third Quarter 2011			Percent Change

Average Rental Rate (3)	$	3,178		$	3,229			-1.6	%

Average Rental Rate Per Occupied Square Foot (3)	$	3.90		$	3.66			6.6	%
Physical Occupancy (3) (4)		98.1	%		57.0	%		72.1	%
Economic Occupancy (4)		97.9	%		50.9	%		92.3	%

Rental Revenue (5)	$	4,501		$	2,169			107.5	%
Operating expenses and real estate taxes		2,364			2,148			10.1	%

Net Operating Income (5)	$	2,137		$	21			10076.2	%


Less: Straight line rent and fair value lease revenue		103			106			-2.8	%

Rental Revenue - cash basis		4,398			2,063			113.2	%
Less: Operating expenses and real estate taxes		2,364			2,148			10.1	%
Add: Straight line ground rent expense		552			533			3.6	%

Net Operating Income - cash basis	$	2,586		$	448			477.2	%


*The Lofts at Atlantic Wharf* *Boston, MA*	Third Quarter 2012			Third Quarter 2011			Percent Change

Average Rental Rate (6)	$	3,654		$	3,439			6.3	%

Average Rental Rate Per Occupied Square Foot (6)	$	4.13		$	4.31			-4.2	%
Physical Occupancy (4) (6)		95.4	%		55.8	%		71.0	%
Economic Occupancy (4)		94.7	%		41.2	%		129.9	%

Rental Revenue (7)	$	995		$	284			250.4	%
Operating expenses and real estate taxes		490			270			81.5	%

Net Operating Income (7)	$	505		$	14			3507.1	%


Less: Straight line rent and fair value lease revenue		14			—			100.0	%

Rental Revenue - cash basis		981			284			245.4	%
Less: Operating expenses and real estate taxes		490			270			81.5	%
Add: Straight line ground rent expense		—			—			—

Net Operating Income - cash basis	$	491		$	14			3407.1	%

(1)	Includes 4,260 square feet of retail space, which had revenue of approximately $77,000 and $12,000 for the quarter ended September 30, 2012 and September 30, 2011, respectively.

(2)	Not included in Same Property analysis.

(3)	Excludes 49,528 square feet of retail space which is 100% occupied.

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

(5)	Includes 49,528 square feet of retail space, which had revenue of approximately $793,000 and $547,000 for the quarter ended September 30, 2012 and September 30, 2011, respectively.

(6)	Excludes 9,617 square feet of retail space which is 57% occupied.

(7)	Includes 9,617 square feet of retail space, which had revenue of approximately $69,000 and $0 for the quarter ended September 30, 2012 and September 30, 2011, respectively.

Boston Properties, Inc.

Third Quarter 2012

OCCUPANCY ANALYSIS

Same Property Occupancy⁽¹⁾ - By Location


	CBD						Suburban						Total
Location	30-Sep-12			30-Sep-11			30-Sep-12			30-Sep-11			30-Sep-12			30-Sep-11

Boston		98.2	%		95.2	%		80.7	%		82.4	%		90.7	%		89.7	%
New York		95.9	%		98.2	%		n/a			n/a			95.9	%		98.2	%
Princeton		n/a			n/a			77.3	%		76.5	%		77.3	%		76.5	%
San Francisco		95.6	%		90.7	%		74.7	%		78.5	%		89.3	%		87.0	%
Washington, DC		96.3	%		97.5	%		92.8	%		95.1	%		94.3	%		96.1	%

Total Portfolio		96.6	%		96.0	%		84.1	%		85.8	%		91.7	%		92.0	%

Same Property Occupancy⁽¹⁾ - By Type of Property


	CBD						Suburban						Total
	30-Sep-12			30-Sep-11			30-Sep-12			30-Sep-11			30-Sep-12			30-Sep-11

Total Office Portfolio		96.5	%		96.0	%		83.9	%		85.4	%		91.7	%		91.9	%
Total Office/Technical Portfolio		100.0	%		100.0	%		87.0	%		92.5	%		90.4	%		94.4	%

Total Portfolio		96.6	%		96.0	%		84.1	%		85.8	%		91.7	%		92.0	%

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

Boston Properties, Inc.

Third Quarter 2012

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office			Office/Technical			Hotel & Residential (1)			Total
Number of Properties		118			16			2			136
Square feet		35,439,457			1,148,855			421,867			37,010,179
Percent of properties in-service		91.5	%		97.5	%		56.6	%		91.8	%
Occupancy @ 09/30/2011		91.9	%		94.4	%		—			92.0	%
Occupancy @ 09/30/2012		91.7	%		90.4	%		—			91.7	%
Percent change from 3rd quarter 2012 over 3rd quarter 2011 (2):
Rental revenue		0.1	%		-10.0	%		24.3	%
Operating expenses and real estate taxes		3.5	%		-9.6	%		17.0	%
Consolidated Net Operating Income (3) - excluding hotel & residential											-2.0	%(2)
Consolidated Net Operating Income (3) - Hotel & residential											46.9	%(2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)											-10.0	%(2)
Portfolio Net Operating Income (3)											-3.1	%

Rental revenue - cash basis		-0.7	%		-9.6	%		24.0	%
Consolidated Net Operating Income (3) - cash basis (5) excluding hotel & residential		-3.2	%		-9.7	%					-3.4	%(2)
Consolidated Net Operating Income (3) - cash basis (5) - Hotel & residential											45.7	%(2)
Net Operating Income - cash basis (5) - BXP’s share of unconsolidated joint ventures											2.2	%(2)
Portfolio Net Operating Income (3) - cash basis (5)											-2.3	%

Same Property Lease Analysis - quarter ended September 30, 2012


	Office			Office/Technical			Total
Vacant space available @ 07/1/2012 (sf)		2,942,320			64,140			3,006,460
Square footage of leases expiring or terminated 07/1/2012-09/30/2012		837,524			26,388			863,912

Total space for lease (sf)		3,779,844			90,528			3,870,372

New tenants (sf)		609,872			—			609,872
Renewals (sf)		209,412			9,820			219,232

Total space leased (sf)		819,284			9,820			829,104

Space available @ 09/30/2012 (sf)		2,960,560			80,708			3,041,268

Net (increase)/decrease in available space (sf)		(18,240	)		(16,568	)		(34,808	)
2nd generation Average lease term (months)		109			12			108
2nd generation Average free rent (days)		131			—			129
2nd generation TI/Comm PSF	$	51.56		$	—		$	50.91
Increase (decrease) in 2nd generation gross rents (6)		5.34	%		1.15	%		5.32	%
Increase (decrease) in 2nd generation net rents (6)		7.24	%		1.41	%		7.21	%

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

(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 585,560 square feet.

Boston Properties, Inc.

Third Quarter 2012

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	September 30, 2012			September 30, 2011
	*(in thousands)*

Net income attributable to Boston Properties, Inc.	$	57,769		$	70,542
Net income attributable to noncontrolling interests:
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—			2
Noncontrolling interest - common units of the Operating Partnership		7,002			8,989
Noncontrolling interest - redeemable preferred units of the Operating Partnership		874			832
Noncontrolling interests in property partnerships		458			86


Income from continuing operations		66,103			80,451

Add:
Interest expense		105,030			95,117
Losses from early extinguishments of debt		5,494			—
Depreciation and amortization		111,360			108,674
Transaction costs		1,140			474
General and administrative expense		19,757			16,917

Subtract:
(Income) loss from discontinued operations		—			(20	)
Losses (gains) from investments in securities		(587	)		860
Interest and other income		(4,001	)		(1,252	)
Income from unconsolidated joint ventures		(9,217	)		(11,326	)
Development and management services income		(8,024	)		(8,178	)

Consolidated Net Operating Income		287,055			281,717
Net Operating Income from unconsolidated joint ventures (BXP’s share) (1)		51,952			60,024

Combined Net Operating Income		339,007			341,741
Subtract:
Net Operating Income from Value-Added Fund (BXP’s share)		(1,495	)		(1,144	)

Portfolio Net Operating Income	$	337,512		$	340,597


Same Property Net Operating Income		305,718			315,498
Net operating income from non Same Properties (2)		30,261			16,123
Termination income		1,533			8,976

Portfolio Net Operating Income	$	337,512		$	340,597


Same Property Net Operating Income		305,718			315,498
Less straight-line rent and fair value lease revenue		(31,657	)		(34,748	)
Add straight-line ground rent expense		96			—

Same Property Net Operating Income - cash basis	$	274,157		$	280,750

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

(2)	Pages 20-22 and 40 indicate by footnote the properties which are not included as part of Same Property Net Operating Income.

Boston Properties, Inc.

Third Quarter 2012

Same Property Net Operating Income by Reportable Segment

(in thousands)


	Office										Office/Technical
	For the three months ended				$ Change			% Change			For the three months ended						$ Change			% Change
	30-Sep-12		30-Sep-11		$ Change			% Change			30-Sep-12			30-Sep-11			$ Change			% Change

Rental Revenue	$	390,960	$	389,989							$	9,638		$	10,695
Less Termination Income		796		329								16			—

Rental revenue - subtotal		390,164		389,660	$	504			0.1	%		9,622			10,695		$	(1,073	)		(10.0	%)

Operating expenses and real estate taxes		144,146		139,221		4,925			3.5	%		2,699			2,984			(285	)		(9.6	%)

Net Operating Income (1)	$	246,018	$	250,439	$	(4,421	)		(1.8	%)	$	6,923		$	7,711		$	(788	)		(10.2	%)


Rental revenue - subtotal	$	390,164	$	389,660							$	9,622		$	10,695

Less straight line rent and fair value lease revenue		17,492		14,261		3,231			22.7	%		(58	)		(18	)		(40	)		(222.2	%)

Rental revenue - cash basis		372,672		375,399		(2,727	)		(0.7	%)		9,680			10,713			(1,033	)		(9.6	%)
Less:
Operating expenses and real estate taxes		144,146		139,221		4,925			3.5	%		2,699			2,984			(285	)		(9.6	%)
Add:
Straight line ground rent expense (2)		96		—		96			100.0	%		—			—			—			0.0	%

Net Operating Income (3) - cash basis	$	228,622	$	236,178	$	(7,556	)		(3.2	%)	$	6,981		$	7,729		$	(748	)		(9.7	%)


	Sub-Total										Hotel & Residential
	For the three months ended				$ Change			% Change			For the three months ended						$ Change			% Change
	30-Sep-12		30-Sep-11		$ Change			% Change			30-Sep-12			30-Sep-11			$ Change			% Change

Rental Revenue	$	400,598	$	400,684							$	10,354		$	8,329
Less Termination Income		812		329								—			—

Rental revenue - subtotal		399,786		400,355	$	(569	)		(0.1	%)		10,354			8,329		$	2,025			24.3	%

Operating expenses and real estate taxes		146,845		142,205		4,640			3.3	%		7,376			6,302			1,074			17.0	%

Net Operating Income (1)	$	252,941	$	258,150	$	(5,209	)		(2.0	%)	$	2,978		$	2,027		$	951			46.9	%


Rental revenue - subtotal	$	399,786	$	400,355							$	10,354		$	8,329

Less straight line rent and fair value lease revenue		17,434		14,243		3,191			22.4	%		15			(7	)		22			314.3	%

Rental revenue - cash basis		382,352		386,112		(3,760	)		(1.0	%)		10,339			8,336			2,003			24.0	%
Less:
Operating expenses and real estate taxes		146,845		142,205		4,640			3.3	%		7,376			6,302			1,074			17.0	%
Add:
Straight line ground rent expense (2)		96		—		96			100.0	%		—			—			—			0.0	%

Net Operating Income (3) - cash basis	$	235,603	$	243,907	$	(8,304	)		(3.4	%)	$	2,963		$	2,034		$	929			45.7	%


	Unconsolidated Joint Ventures (4)										Total
	For the three months ended				$ Change			% Change			For the three months ended						$ Change			% Change
	30-Sep-12		30-Sep-11		$ Change			% Change			30-Sep-12			30-Sep-11			$ Change			% Change

Rental Revenue	$	72,710	$	77,311							$	483,662		$	486,324
Less Termination Income		574		788								1,386			1,117

Rental revenue - subtotal		72,136		76,523	$	(4,387	)		(5.7	%)		482,276			485,207		$	(2,931	)		(0.6	%)

Operating expenses and real estate taxes		22,337		21,202		1,135			5.4	%		176,558			169,709			6,849			4.0	%

Net Operating Income (1)	$	49,799	$	55,321	$	(5,522	)		(10.0	%)	$	305,718		$	315,498		$	(9,780	)		(3.1	%)


Rental revenue - subtotal	$	72,136	$	76,523							$	482,276		$	485,207

Less straight line rent and fair value lease revenue		14,208		20,512		(6,304	)		(30.7	%)		31,657			34,748			(3,091	)		(8.9	%)

Rental revenue - cash basis		57,928		56,011		1,917			3.4	%		450,619			450,459			160			0.0	%
Less:
Operating expenses and real estate taxes		22,337		21,202		1,135			5.4	%		176,558			169,709			6,849			4.0	%
Add:
Straight line ground rent expense (2)		—		—		—			0.0	%		96			—			96			100.0	%

Net Operating Income (3) - cash basis	$	35,591	$	34,809	$	782			2.2	%	$	274,157		$	280,750		$	(6,593	)		(2.3	%)

(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 additional information, see page 6.

(3)	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.

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

Boston Properties, Inc.

Third Quarter 2012

LEASING ACTIVITY

All In-Service Properties - quarter ended September 30, 2012


	Office			Office/Technical			Total
Vacant space available @ 07/1/2012 (sf)		3,292,322			64,140			3,356,462
Property dispositions/ assets taken out of service (sf)		—			—			—
Property acquisitions (sf)		—			—			—
Properties placed in-service (sf)		58,340			—			58,340
Leases expiring or terminated 07/1/2012-09/30/2012 (sf)		850,047			26,388			876,435

Total space for lease (sf)		4,200,709			90,528			4,291,237

New tenants (sf)		691,615			—			691,615
Renewals (sf)		221,935			9,820			231,755

Total space leased (sf)		913,550			9,820			923,370	(1)

Space available @ 09/30/2012 (sf)		3,287,159			80,708			3,367,867

Net (increase)/decrease in available space (sf)		5,163			(16,568	)		(11,405	)
2nd generation Average lease term (months)		109			12			108
2nd generation Average free rent (days)		134			—			132
2nd generation TI/Comm PSF	$	50.74		$	—		$	50.12
Increase (decrease) in 2nd generation gross rents (2)		5.54	%		1.15	%		5.53	%
Increase (decrease) in 2nd generation net rents (3)		7.58	%		1.41	%		7.55	%


	All leases 1st Generation		All leases 2nd Generation		Incr (decr) in 2nd gen. gross cash rents (2)			Incr (decr) in 2nd gen. net cash rents (3)			Total Leased (4)		Total square feet of leases executed in the quarter (5)
Boston		7,306		493,276		20.65	%		32.91	%		500,582		537,750
New York		16,097		102,759		-1.52	%		-4.20	%		118,856		126,339
Princeton		—		52,387		-0.40	%		-5.25	%		52,387		38,878
San Francisco		—		113,620		-8.55	%		-12.25	%		113,620		117,608
Washington, DC		58,340		79,585		-8.47	%		-12.85	%		137,925		193,063

		81,743		841,627		5.53	%		7.55	%		923,370		1,013,638

(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 598,083.

(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 598,083.

(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 123,589.

Boston Properties, Inc.

Third Quarter 2012

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q3 2012		Q2 2012		Q1 2012		2011			2010			2009

Recurring capital expenditures	$	6,262	$	5,005	$	1,796	$	29,334		$	13,988		$	27,813

Planned non-recurring capital expenditures associated with acquisition properties		3,366		6,549		6,245		4,358			395			865

Hotel improvements, equipment upgrades and replacements		305		190		187		4,010	(1)		2,262	(2)		1,515

	$	9,933	$	11,744	$	8,228	$	37,702		$	16,645		$	30,193

2nd Generation Tenant Improvements and Leasing Commissions


	Q3 2012		Q2 2012		Q1 2012		2011		2010		2009
Office
Square feet		790,617		895,209		962,047		4,116,436		4,765,440		3,545,251

Tenant improvements and lease commissions PSF	$	50.74	$	40.55	$	52.66	$	30.32	$	35.77	$	32.59

Office/Technical
Square feet		9,820		13,408		31,060		184,849		149,617		115,848

Tenant improvements and lease commissions PSF	$	—	$	16.30	$	0.55	$	23.97	$	2.14	$	0.13


Average tenant improvements and lease commissions PSF	$	50.12	$	40.20	$	51.03	$	30.05	$	34.74	$	31.56

(1)	Includes approximately $1,845 of retail tenant improvements.

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

Boston Properties, Inc.

Third Quarter 2012

ACQUISITIONS/DISPOSITIONS

as of September 30, 2012

ACQUISITIONS

For the period from January 1, 2012 through September 30, 2012


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

453 Ravendale Drive	March 1, 2012		29,620	$	6,650,000	$	—	$	6,650,000		100	%
100 Federal Street	March 13, 2012		1,264,420		615,600,000		—		615,600,000		93	%
680 Folsom Street	August 29, 2012		522,000		157,563,000		182,437,000		340,000,000		85	%(1)

Total Acquisitions			1,816,040	$	779,813,000	$	182,437,000	$	962,250,000		91	%

(1)	See page 48 for additional information. Excludes the acquisition of the land parcel at 690 Folsom Street with an allocated value in accordance with ASC 805 of approximately $3.1 million (see page 49).

DISPOSITIONS

For the period from January 1, 2012 through September 30, 2012


Property	Date Disposed	Square Feet		Gross Sales Price		Book Gain

Montvale Center	January 31, 2012		123,392	$	25,000,000	$	17,807,000	(1)
Bedford Business Park	May 17, 2012		470,091		62,800,000		36,877,000	(2)
300 Billerica Road (Value-Added Fund) (25% ownership)	September 27, 2012		110,882		3,050,000		248,000	(3)

Total Dispositions			704,365	$	90,850,000	$	54,932,000

(1)

(2)

(3)

Boston Properties, Inc.

Third Quarter 2012

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of September 30, 2012


Construction Properties	Initial Occupancy	Estimated Stabilization Date	Location	# of Buildings		Square feet		Investment to Date (2)		Estimated Total Investment (2)		Total Construction Loan (2)			Amount Drawn at 09/30/2012 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)
Office
Annapolis Junction Building Six (50% ownership)	Q3 2012	Q3 2013	Annapolis, MD		1		120,000	$	11,238,816	$	14,000,000	$	9,500,000		$	6,804,213	$	65,397		49	%		49	%
500 North Capitol Street, N.W. (30% ownership)	Q4 2012	Q4 2013	Washington, DC		1		232,000		28,684,174		36,540,000		32,100,000			22,490,054		—		82	%		0	%
Two Patriots Park (formerly 12300 Sunrise Valley) (5)	Q2 2013	Q2 2013	Reston, VA		1		255,951		42,554,527		64,000,000		—			—		21,445,473		100	%		0	%
Seventeen Cambridge Center	Q3 2013	Q3 2013	Cambridge, MA		1		195,191		46,266,322		86,300,000		—			—		40,033,678		100	%		0	%
Cambridge Center Connector (6)	Q3 2013	Q3 2013	Cambridge, MA		—		42,500		2,470,097		24,600,000		—			—		22,129,903		100	%		0	%
680 Folsom Street (7)	Q1 2014	Q3 2015	San Francisco, CA		2		522,000		163,692,788		340,000,000		170,000,000	(7)		—		6,307,212		85	%		0	%
250 West 55th Street (8)	Q2 2014	Q4 2015	New York, NY		1		989,000		690,210,740		1,050,000,000		—			—		359,789,260		21	%		0	%

Total Office Properties under Construction					7		2,356,642	$	985,117,464	$	1,615,440,000	$	211,600,000		$	29,294,267	$	449,770,923		59	%		1	%


Residential
The Avant at Reston Town Center (359 units)	Q4 2013	Q4 2015	Reston, VA		1		355,668	$	47,360,414	$	137,250,000	$	—		$	—	$	89,889,586		N/A			N/A

Total Residential Properties under Construction					1		355,668	$	47,360,414	$	137,250,000	$	—		$	—	$	89,889,586		N/A			N/A



Total Properties under Construction					8		2,712,310	$	1,032,477,878	$	1,752,690,000	$	211,600,000		$	29,294,267	$	539,660,509		59	%		1	%

PROJECTS PLACED IN-SERVICE DURING 2012


	Initial In Service Date	Estimated Stabilization Date	Location	# of Buildings		Square feet		Investment to Date (2)		Estimated Total Investment (2)		Debt (2)		Amount Drawn at 09/30/2012 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)

510 Madison Avenue	Q2 2011	Q3 2013	New York, NY		1		355,598	$	369,614,496	$	375,000,000	$	—	$	—	$	5,385,504		56	%		100	%
One Patriots Park (formerly 12310 Sunrise Valley) (9)	Q2 2012	Q2 2012	Reston, VA		1		267,531		58,341,282		67,000,000		—		—		8,658,718		100	%		100	%

Total Projects placed in Service					2		623,129	$	427,955,778	$	442,000,000	$	—	$	—	$	14,044,222		75	%		100	%

IN-SERVICE PROPERTIES HELD FOR RE-DEVELOPMENT


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

6601 Springfield Center Drive	Fairfax County VA		1		26,388		37.2	%	$	12.29	N	S		386,000
North First Business Park	San Jose CA		5		190,636		75.8	%		14.71	N	S		683,000
601 Massachusetts Avenue (formerly 635 Massachusetts Avenue)	East End Washington DC		1		211,000		100.0	%		28.31	N	CBD		478,000

Total Properties held for Re-Development			7		428,024		85.4	%	$	22.50				1,547,000

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

(2)	Represents the Company’s share. Includes net revenue and interest carry during lease up period and acquisition expenses.

(3)	Represents percentage leased as of October 19, 2012, including leases with future commencement dates and excluding residential space.

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

(5)	The Company commenced redevelopment of 12300 Sunrise Drive on January 3, 2012 and expects to have it available for occupancy during the second quarter of 2013. Project cost includes the incremental costs related to redevelopment and excludes original investment in the asset.

(6)	The project is part of a lease extension and space expansion with a tenant at Cambridge Center for approximately 292,000 square feet.

(7)	The Company acquired this redevelopment project on August 29, 2012. In connection with the acquisition, the Company also assumed a $170.0 million construction loan commitment. The Company has not drawn from the construction loan to date, but reserves the right to do so in the future.

(8)	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.

(9)	The Company commenced redevelopment of 12310 Sunrise Drive on July 5, 2011 and it was placed in service on May 4, 2012. Project cost includes the incremental costs related to redevelopment and excludes original investment in the asset.

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

(11)	The incremental square footage increase in Estimated Future SF is Included in Approximate Developable Square Feet of Value Creation Pipeline - Owned Land Parcels on page 49.

Boston Properties, Inc.

Third Quarter 2012

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of September 30, 2012


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		25.4		1,150,000
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		267,000
Andover, MA		10.0		110,000
New York, NY (50% ownership) (3)		0.2		TBD
San Francisco, CA (4)		0.2		22,000

		367.6		9,504,862

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of September 30, 2012


Location	Acreage		Approximate Developable Square Feet

Princeton, NJ (5)		143.1		1,780,000
Cambridge, MA (6)		—		207,500

		143.1		1,987,500

(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)	On August 29, 2012, the Company acquired this corner site as part of the acquisition of 680 Folsom Street. It is an adjacent parcel with an approximate 22,000 square foot, vacant two-story structure that may be redeveloped in the future.

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

(6)	Includes 7,500 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 2012

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, impairment losses on depreciable real estate of consolidated real estate, impairment losses on investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures, 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, impairment losses and 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 commissions, (2) eliminating the effects of straight-line rent and fair value lease revenue, (3) subtracting: recurring capital expenditures; hotel improvements, equipment upgrades and replacements; and second generation tenant improvement and leasing commissions (included in the period in which the lease commences); and (4) subtracting the non-cash termination adjustment. 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 plus (C) outstanding Series Four Preferred Units of partnership interest in Boston Properties Limited Partnership multiplied by the fixed liquidation preference of $50 per unit. 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 plus (C) outstanding Series Four Preferred Units of partnership interest in Boston Properties Limited Partnership multiplied by the fixed liquidation preference of $50 per unit. 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 2012

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 net income attributable to noncontrolling interests, corporate general and administrative expense, transaction costs, depreciation and amortization, losses from early extinguishment of debt and interest expense, less development and management services income, income from unconsolidated joint ventures, interest and other income, losses (gains) from investments in securities and income (loss) from discontinued operations. 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 exclude 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 and 40 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, percentage rent and reimbursements from tenants under existing leases, multiplied by twelve. These annualized amounts exclude rent abatements.

Future Annualized Revenue

Rental obligations including the sum of (i) contractual base rents at lease expiration and (ii) percentage rent 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 2012

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 used by the Company in calculating Economic Occupancy 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 2012 RESULTS

Reports diluted FFO per share of $1.16 Reports diluted EPS of $0.38

BOSTON, MA, October 23, 2012 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the third quarter ended September 30, 2012.

Funds from Operations (FFO) for the quarter ended September 30, 2012 were $176.1 million, or $1.17 per share basic and $1.16 per share diluted. This compares to FFO for the quarter ended September 30, 2011 of $190.3 million, or $1.29 per share basic and $1.28 per share diluted. The results for the quarter ended September 30, 2012 compared to 2011 were impacted by $0.03 per share of losses on early extinguishments of debt and additional interest expense of $0.06 per share. The weighted average number of basic and diluted shares outstanding totaled 150,801,425 and 153,309,978, respectively, for the quarter ended September 30, 2012 and 147,006,295 and 149,082,924, respectively, for the quarter ended September 30, 2011.

The Company’s reported FFO of $1.16 per share diluted exceeded the guidance previously provided of $1.13-$1.15 per share. The Company’s reported FFO included the following items, among others, that were not reflected in the guidance: $0.02 per share of improvements in portfolio operations and $0.01 per share less than expected of general and administrative expenses, offset by ($0.01) per share of acquisition-related expenditures.

Net income available to common shareholders was $57.8 million for the quarter ended September 30, 2012, compared to $70.5 million for the quarter ended September 30, 2011. Net income available to common shareholders per share (EPS) for the quarter ended September 30, 2012 was $0.38 basic and $0.38 on a diluted basis. This compares to EPS for the third quarter of 2011 of $0.48 basic and $0.48 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, 2012. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of September 30, 2012, the Company’s portfolio consisted of 152 properties, comprised primarily of Class A office space, one hotel, three residential properties and three retail properties, aggregating approximately 43.4 million square feet, including eight properties under construction totaling 2.7 million square feet. In addition, the Company has structured parking for vehicles containing approximately 15.2 million square feet. The overall percentage of leased space for the 141 properties in service (excluding the two in-service residential properties and the hotel) as of September 30, 2012 was 91.6%.

Significant events during the third quarter included:

•

On July 25, 2012, a joint venture in which the Company has a 50% interest partially placed in-service Annapolis Junction Building Six, a Class A office property with approximately 120,000 net rentable square feet located in Annapolis, Maryland. The property is currently 49% leased.

•

On August 24, 2012, the Company’s Operating Partnership used available cash to redeem the remaining $225.0 million in aggregate principal amount of its 6.25% senior notes due 2013. The redemption price was determined in accordance with the applicable indenture and totaled approximately $231.6 million. The redemption price included approximately $1.5 million of accrued and unpaid interest to, but not including, the redemption date. Excluding such accrued and unpaid interest, the redemption price was approximately 102.25% of the principal amount being redeemed. The Company recognized a loss on early extinguishment of debt totaling approximately $5.2 million, which amount included the payment of the redemption premium totaling approximately $5.1 million.

•

On August 29, 2012, the Company acquired the development project located at 680 Folsom Street and 50 Hawthorne Street in San Francisco, California. When completed, the project will comprise approximately 522,000 net rentable square feet of Class A office and retail space. The project is approximately 85% pre-leased. The estimated project cost upon completion is approximately $340 million with initial occupancy expected in the first quarter of 2014. As part of the transaction, the Company also acquired the corner site of 690 Folsom Street, which is an adjacent parcel with a vacant 22,000 square foot, two-story structure that may be redeveloped in the future. The consideration paid by the Company to the seller consisted of approximately $62.2 million in cash and the issuance of 1,588,100 Series Four Preferred Units of limited partnership interest in the Company’s Operating Partnership (the “Series Four Preferred Units”). The Series Four Preferred Units are not convertible into or exchangeable for any common equity of the Operating Partnership or the Company, have a per unit liquidation preference of $50.00 and are entitled to receive quarterly distributions of $0.25 per unit (or an annual rate of 2.0%). On August 31, 2012, a holder redeemed 366,573 Series Four Preferred Units for cash totaling approximately $18.3 million. In connection with the acquisition, the Company also assumed a $170.0 million construction loan commitment, although no amount is currently outstanding.

•

On September 4, 2012, the Company used available cash to repay the mortgage loan collateralized by its Sumner Square property located in Washington, DC totaling approximately $23.2 million. The mortgage financing bore interest at a fixed rate of 7.35% per annum and was scheduled to mature on September 1, 2013. The Company recognized a loss on early extinguishment of debt totaling approximately $0.3 million, which amount included a prepayment penalty totaling approximately $0.2 million.

•

On September 27, 2012, the Company’s Value-Added Fund completed the sale of its 300 Billerica Road property located in Chelmsford, Massachusetts for approximately $12.2 million, including the assumption by the buyer of $7.5 million of mortgage indebtedness. 300 Billerica Road is an approximately 111,000 net rentable square foot office building. Net cash proceeds totaled approximately $4.3 million, of which the Company’s share was approximately $2.8 million, after the payment of transaction costs. The Company’s share of the net proceeds included approximately $2.4 million resulting from the Value-Added Fund’s repayment of a loan from the Company’s Operating Partnership. The Value-Added Fund recognized a gain on sale of real estate totaling approximately $1.0 million, of which the Company’s share was approximately $0.2 million and is included within income from unconsolidated joint ventures in the Company’s consolidated statements of operations.

Transactions completed subsequent to September 30, 2012:

•

On October 1, 2012, a joint venture in which the Company has a 30% interest partially placed in-service 500 North Capitol Street, NW, a Class A office redevelopment project with approximately 232,000 net rentable square feet located in Washington, DC. The property is currently 82% leased.

•

On October 4, 2012, the Company completed the formation of a joint venture which owns and operates Fountain Square located in Reston, Virginia, adjacent to the Company’s other Reston properties. Fountain Square is an office and retail complex aggregating approximately 764,000 net rentable square feet (approximately 811,000 net rentable square feet, as re-measured), comprised of approximately 522,000 net rentable square feet of Class A office space and approximately 242,000 net rentable square feet of retail space. The joint venture partner contributed the property valued at approximately $385.0 million and related mortgage indebtedness totaling approximately $211.3 million for a 50% interest in the joint venture. The Company contributed cash totaling approximately $87.0 million for its 50% interest, which cash was distributed to the joint venture partner. The Company is consolidating this joint venture. The mortgage loan bears interest at a fixed rate of 5.71% per annum and matures on October 11, 2016. Pursuant to the joint venture agreement (i) the Company has rights to acquire the partner’s 50% interest and (ii) the partner has the right to cause the Company to acquire the partner’s interest on January 4, 2016, in each case at a fixed price totaling approximately $102.0 million in cash. The fixed price option rights expire on January 31, 2016.

•

On October 19, 2012, the Company formed a joint venture with an affiliate of Hines to pursue the acquisition of land in San Francisco, California which could support a 61-story, 1.4 million square foot office tower known as Transbay Tower. The purchase price is approximately $190 million, and the acquisition is expected to close in the first quarter of 2013. The Company has a 50% interest in the joint venture.

EPS and FFO per Share Guidance:

The Company’s guidance for the fourth quarter 2012 and full year 2013 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 2013 when compared to the full year 2012 include, among other things, (1) the impact of the acquisition of 100 Federal Street in Boston, Massachusetts and the Company’s acquisition of a 50% interest in the joint venture that owns Fountain Square in Reston, Virginia, which are expected to increase FFO by an aggregate of $0.11 per share, (2) the placing in-service of four projects currently under development, which are expected to increase FFO by an aggregate of $0.05 per share and (3) improvement in the Company’s same property performance of 1.5% to 2.5% generating $0.10 to $0.16 per share of incremental FFO. In addition, the Company expects interest expense to be lower by $0.06 to $0.12 per share due to lower average debt costs and increased capitalized interest on the Company’s development projects. These items are offset by lower termination income and the impact of lower occupancy in the Company’s New York City joint venture properties of ($0.12) to ($0.18) 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, impairment losses 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 2012						Full Year 2013
	Low		-		High		Low		-		High

Projected EPS (diluted)	$	0.42		-	$	0.44	$	1.75		-	$	1.90
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.80		-		0.80		3.25		-		3.25
Less:
Projected Company Share of Gains on Sales of Real Estate		0.00		-		0.00		0.00		-		0.00


Projected FFO per Share (diluted)	$	1.22		-	$	1.24	$	5.00		-	$	5.15

Boston Properties will host a conference call on Wednesday, October 24, 2012 at 10:00 AM Eastern Time, open to the general public, to discuss the third quarter 2012 results, the fourth quarter 2012 and fiscal year 2013 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 40054121. A replay of the conference call will be available through November 7, 2012, by dialing (855) 859-2056 (Domestic) or (404) 537-3406 (International) and entering the passcode 40054121. 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 2012 “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, three 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, New York, Princeton, San Francisco and Washington, DC.

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, national and international economic and market conditions (including the impact of the European sovereign debt issues), 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 2012 and full fiscal year 2013, whether as a result of new information, future events or otherwise.

Financial tables follow.

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


	September 30, 2012			December 31, 2011
	(in thousands, except for share amounts)
	(unaudited)
ASSETS

Real estate	$	13,165,836		$	12,303,965
Construction in progress		937,475			818,685
Land held for future development		273,922			266,822
Less: accumulated depreciation		(2,843,167	)		(2,642,986	)

Total real estate		11,534,066			10,746,486

Cash and cash equivalents		1,223,215			1,823,208
Cash held in escrows		32,253			40,332
Investments in securities		11,792			9,548
Tenant and other receivables, net of allowance for doubtful accounts of $1,381 and $1,766, respectively		45,039			79,838
Related party notes receivable		282,206			280,442
Interest receivable from related party notes receivable		102,122			89,854
Accrued rental income, net of allowance of $2,771 and $2,515, respectively		579,553			522,675
Deferred charges, net		534,898			445,403
Prepaid expenses and other assets		132,109			75,458
Investments in unconsolidated joint ventures		664,690			669,722

Total assets	$	15,141,943		$	14,782,966


LIABILITIES AND EQUITY

Liabilities:
Mortgage notes payable	$	2,848,686		$	3,123,267
Unsecured senior notes, net of discount		4,639,217			3,865,186
Unsecured exchangeable senior notes, net of discount		1,162,955			1,715,685
Unsecured line of credit		—			—
Accounts payable and accrued expenses		193,492			155,139
Dividends and distributions payable		93,461			91,901
Accrued interest payable		98,601			69,105
Other liabilities		309,004			293,515

Total liabilities		9,345,416			9,313,798


Commitments and contingencies		—			—


Noncontrolling interest:
Redeemable preferred units of the Operating Partnership		110,876			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, 150,935,137 and 148,186,511 shares issued and 150,856,237 and 148,107,611 shares outstanding at September 30, 2012 and December 31, 2011, respectively		1,509			1,481
Additional paid-in capital		5,194,569			4,936,457
Dividends in excess of earnings		(59,621	)		(53,080	)
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(14,379	)		(16,138	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,119,356			4,865,998

Noncontrolling interests:
Common units of the Operating Partnership		568,147			548,581
Property partnerships		(1,852	)		(1,063	)

Total equity		5,685,651			5,413,516



Total liabilities and equity	$	15,141,943		$	14,782,966

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended						Nine months ended
	September 30,						September 30,
	2012			2011			2012			2011
	(in thousands, except for per share amounts)

Revenue
Rental
Base rent	$	370,494		$	358,607		$	1,098,870		$	1,042,729
Recoveries from tenants		59,957			53,194			169,179			146,689
Parking and other		23,070			21,679			69,021			61,838

Total rental revenue		453,521			433,480			1,337,070			1,251,256
Hotel revenue		9,359			8,045			26,224			22,897
Development and management services		8,024			8,178			25,734			24,699

Total revenue		470,904			449,703			1,389,028			1,298,852


Expenses
Operating
Rental		168,939			153,776			487,238			436,300
Hotel		6,886			6,032			19,601			18,052
General and administrative		19,757			16,917			66,442			60,281
Transaction costs		1,140			474			3,252			1,907
Depreciation and amortization		111,360			108,674			331,943			327,526

Total expenses		308,082			285,873			908,476			844,066


Operating income		162,822			163,830			480,552			454,786
Other income (expense)
Income from unconsolidated joint ventures		9,217			11,326			42,129			28,184
Interest and other income		4,001			1,252			8,029			4,179
Gains (losses) from investments in securities		587			(860	)		1,202			(481	)
Gains (losses) from early extinguishments of debt		(5,494	)		—			(4,453	)		—
Interest expense		(105,030	)		(95,117	)		(308,168	)		(288,225	)

Income from continuing operations		66,103			80,431			219,291			198,443
Discontinued operations
Income (loss) from discontinued operations		—			20			884			(60	)
Gain on sale of real estate from discontinued operations		—			—			36,877			—
Gain on forgiveness of debt from discontinued operations		—			—			17,807			—

Net income		66,103			80,451			274,859			198,383
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnership		(458	)		(86	)		(1,461	)		(1,118	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(874	)		(832	)		(2,440	)		(2,497	)
Noncontrolling interest - common units of the Operating Partnership		(7,002	)		(8,989	)		(23,393	)		(23,417	)
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—			(2	)		(6,092	)		8

Net income attributable to Boston Properties, Inc.	$	57,769		$	70,542		$	241,473		$	171,359


Basic earnings per common share attributable to Boston Properties, Inc.:
Income from continuing operations	$	0.38		$	0.48		$	1.28		$	1.18
Discontinued operations		—			—			0.33			—

Net income	$	0.38		$	0.48		$	1.61		$	1.18


Weighted average number of common shares outstanding		150,801			147,006			149,823			145,006


Diluted earnings per common share attributable to Boston Properties, Inc.:
Income from continuing operations	$	0.38		$	0.48		$	1.27		$	1.18
Discontinued operations		—			—			0.33			—

Net income	$	0.38		$	0.48		$	1.60		$	1.18


Weighted average number of common and common equivalent shares outstanding		151,983			147,622			150,478			145,625

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)

(Unaudited)


	Three months ended						Nine months ended
	September 30,						September 30,
	2012			2011			2012			2011
	(in thousands, except for per share amounts)

Net income attributable to Boston Properties, Inc.	$	57,769		$	70,542		$	241,473		$	171,359

Add:
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—			2			6,092			(8	)
Noncontrolling interest - common units of the Operating Partnership		7,002			8,989			23,393			23,417
Noncontrolling interest - redeemable preferred units of the Operating Partnership		874			832			2,440			2,497
Noncontrolling interests in property partnerships		458			86			1,461			1,118
Less:
Income (loss) from discontinued operations		—			20			884			(60	)
Gain on sale of real estate from discontinued operations		—			—			36,877			—
Gain on forgiveness of debt from discontinued operations		—			—			17,807			—


Income from continuing operations		66,103			80,431			219,291			198,443

Add:
Real estate depreciation and amortization (2)		132,693			134,777			400,213			408,376
Income (loss) from discontinued operations		—			20			884			(60	)
Less:
Gain on sale of real estate included within income from unconsolidated joint ventures		248			—			248			—
Noncontrolling interests in property partnership’s share of funds from operations		923			549			2,889			2,508
Noncontrolling interest - redeemable preferred units of the Operating Partnership		874			832			2,440			2,497


Funds from operations (FFO) attributable to the Operating Partnership		196,751			213,847			614,811			601,754

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		20,625			23,573			64,941			70,089


Funds from operations attributable to Boston Properties, Inc.	$	176,126		$	190,274		$	549,870		$	531,665


Boston Properties, Inc.’s percentage share of funds from operations - basic		89.52	%		88.98	%		89.44	%		88.35	%


Weighted average shares outstanding - basic		150,801			147,006			149,823			145,006


FFO per share basic	$	1.17		$	1.29		$	3.67		$	3.67


Weighted average shares outstanding - diluted		153,310			149,083			151,836			147,086


FFO per share diluted	$	1.16		$	1.28		$	3.64		$	3.64

(1)

Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently.

FFO should not be considered as an alternative to net income attributable to Boston Properties, Inc. (determined in accordance with GAAP) as an indication of our performance. FFO does not represent cash generated from operating activities determined in accordance with GAAP, and is not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further understand our performance, FFO should be compared with our reported net income attributable to Boston Properties, Inc. and considered in addition to cash flows in accordance with GAAP, as presented in our consolidated financial statements.

(2)

Real estate depreciation and amortization consists of depreciation and amortization from the Consolidated Statements of Operations of $111,360, $108,674, $331,943 and $327,526, our share of unconsolidated joint venture real estate depreciation and amortization of $21,664, $25,633, $68,298 and $79,378, and depreciation and amortization from discontinued operations of $0, $821, $1,040 and $2,477, less corporate-related depreciation and amortization of $331, $351, $1,068 and $1,005 for the three and nine months ended September 30, 2012 and 2011, respectively.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	September 30, 2012			December 31, 2011
Boston		91.1	%		87.1	%
New York		94.2	%		97.8	%
Princeton		77.3	%		75.8	%
San Francisco		89.7	%		87.9	%
Washington, DC		94.4	%		96.9	%

Total Portfolio		91.6	%		91.3	%


	% Leased by Type
	September 30, 2012			December 31, 2011
Class A Office Portfolio		91.6	%		91.3	%
Office/Technical Portfolio		90.6	%		92.6	%

Total Portfolio		91.6	%		91.3	%