SEC Filing

BOSTON PROPERTIES, INC.

Date: April 30, 2013

/s/ Michael E. LaBelle

Michael E. LaBelle

Senior Vice President, Chief Financial Officer

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Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 30, 2013

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 April 30, 2013, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of 2013. 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 March 31, 2013.

*99.2		Press release dated April 30, 2013.

*	Filed herewith.

SIGNATURES

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

EXHIBIT INDEX


Exhibit No.		Description

*99.1		Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended March 31, 2013.

*99.2		Press release dated April 30, 2013.

*	Filed herewith.

EX-99.1

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended March 31, 2013

Boston Properties, Inc.

First Quarter 2013

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, national and international 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: 800 Boylston Street - The Prudential Tower, Boston, MA; back left, 101 Huntington Avenue, Boston, MA; back right, 111 Huntington Avenue, Boston, MA)

Boston Properties, Inc.

First Quarter 2013

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 four 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, successful mixed use complexes, suburban office centers and build-to-suit projects for the U.S. government and a diverse array of creditworthy tenants.

Management

Boston Properties’ senior management team is among the most respected and accomplished in the REIT industry. Our deep and talented team of thirty-four individuals averages twenty-nine 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, Executive Chairman; Owen D. Thomas, 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 eleven 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 March 31, 2013)


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)		157
Total Square Feet (includes unconsolidated joint ventures, other than the Value-Added Fund, and structured parking)		60.5 million
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding Outperformance Plan and 2013 Multi-Year Long-Term Incentive Program Units)		170.4 million
Dividend - Quarter/Annualized		$0.65/$2.60
Dividend Yield		2.57%
Total Combined Market Capitalization		$27.8 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A- (S&P)

Boston Properties, Inc.

First Quarter 2013

INVESTOR INFORMATION


Board of Directors		Management
Mortimer B. Zuckerman Executive Chairman	Joel I. Klein Director	Raymond A. Ritchey Executive Vice President, National Director of Acquisitions & Development	Robert E. Pester Senior Vice President and Regional Manager of San Francisco

Owen D. Thomas Chief Executive Officer and Director	Matthew J. Lustig Director	Michael E. LaBelle Senior Vice President, Chief Financial Officer	Robert E. Selsam Senior Vice President and Regional Manager of New York

Douglas T. Linde President and Director	Alan J. Patricof Director, Chair of Audit Committee	Peter D. Johnston Senior Vice President and Regional Manager of Washington, DC	Frank D. Burt Senior Vice President, General Counsel

Zoë Baird Budinger Director, Chair of Nominating & Corporate Governance Committee	Martin Turchin Director	Bryan J. Koop Senior Vice President and Regional Manager of Boston	Michael R. Walsh Senior Vice President, Finance

Carol B. Einiger Director	David A. Twardock Director, Chair of Compensation Committee	Mitchell S. Landis Senior Vice President and Regional Manager of Princeton	Arthur S. Flashman Vice President, Controller

Dr. Jacob A. Frenkel Director

Company Information

Common Stock Data (NYSE: BXP)

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


	Q1 2013			Q4 2012			Q3 2012			Q2 2012			Q1 2012

High Closing Price	$	109.46		$	111.46		$	116.07		$	109.75		$	107.57
Low Closing Price	$	100.33		$	100.03		$	108.45		$	99.03		$	97.49
Average Closing Price	$	105.48		$	105.70		$	111.48		$	104.47		$	102.95
Closing Price, at the end of the quarter	$	101.06		$	105.81		$	110.61		$	108.37		$	104.99
Dividends per share - annualized	$	2.60		$	2.60		$	2.20		$	2.20		$	2.20
Closing dividend yield - annualized		2.57	%		2.46	%		1.99	%		2.03	%		2.10	%
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding Outperformance Plan and 2013 Multi-Year Long-Term Incentive Program Units) (thousands) (1)		170,448			170,265			170,264			170,266			168,956
Closing market value of outstanding shares and units (thousands)	$	17,486,559		$	18,076,824		$	18,893,986		$	18,451,727		$	17,738,690

(1)

For additional detail, see page 12.

Timing

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


Second Quarter 2013		Tentatively July 30, 2013
Third Quarter 2013		Tentatively October 28, 2013
Fourth Quarter 2013		Tentatively January 28, 2014

Boston Properties, Inc.

First Quarter 2013

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage	Rating Agencies
Michael Burke Argus Research Company 212.425.7500	Mitch Germain JMP Securities 212.906.3546	Tom Truxillo Bank of America Merrill Lynch 980.386.5212	George Hoglund Fitch Ratings 212.908.9149

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

Ross Smotrich / Michael Lewis Barclays Capital 212.526.2306 / 212.526.3098	Jordan Sadler / Craig Mailman KeyBanc Capital Markets 917.368.2280 / 917.368.2316	John Giordano Credit Suisse Securities 212.538.4935	Susan Madison Standard & Poor’s 212.438.4516

David Toti / Evan Smith Cantor Fitzgerald 212.829.5224 / 215.915.1220	Robert Stevenson Macquarie Research 212.857.6168	Mark Streeter J.P. Morgan Securities 212.834.5086

Michael Bilerman / Joshua Attie Citigroup Global Markets 212.816.1383 / 212.816.1685	Vance Edelson Morgan Stanley 212.761-4000	Thierry Perrein / Jason Jones Wells Fargo 704.715.8455 / 704.715.7932

James Sullivan / Tom Catherwood Cowen and Company 646.562.1380 / 646.562.1382	Todd Lukasik Morningstar 312-696-6869

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

Sheila McGrath / Nathan Crossett Evercore Partners 212.497.0882 / 212.497.0870	David Rodgers / Matthew Spencer RW Baird 216.737.7341 / 414.298.5053

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

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

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

Omotayo Okusanya Jefferies & Co. 212.336.7076

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.

First Quarter 2013

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
	31-Mar-13			31-Dec-12			30-Sep-12			30-Jun-12			31-Mar-12
Selected Items:

Revenue	$	483,014		$	483,222		$	469,352		$	471,349		$	443,693
Straight-line rent (1)	$	18,134		$	19,933		$	21,351		$	21,386		$	21,902
Fair value lease revenue (1) (2)	$	15,993		$	16,055		$	16,982		$	17,440		$	17,863
Revenue from residential properties	$	5,578		$	5,555		$	5,496		$	5,036		$	5,556
Company share of funds from operations from unconsolidated joint ventures	$	30,378		$	28,727		$	30,633		$	44,704		$	34,842
Lease termination fees (included in revenue) (1)	$	476		$	2,395		$	1,779		$	16,258		$	3,387
Ground rent expense (3)	$	5,008		$	4,981		$	5,003		$	5,023		$	8,224
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment	$	7,158		$	7,043		$	6,930		$	6,820		$	8,264
Capitalized interest	$	14,418		$	12,869		$	10,131		$	10,077		$	11,201
Capitalized wages	$	2,750		$	3,948		$	2,778		$	3,309		$	2,668
Operating Margins [(rental revenue - rental expense)/rental revenue] (4)		64.8	%		65.5	%		64.5	%		66.1	%		65.4	%
Gains (losses) from early extinguishments of debt	$	—		$	—		$	(5,494	)	$	274		$	767
Net income attributable to Boston Properties, Inc. common shareholders	$	47,854		$	65,400		$	57,249		$	118,559		$	48,454
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	160,624		$	192,462		$	175,779		$	206,474		$	166,729
FFO per share - diluted	$	1.06		$	1.27		$	1.15		$	1.36		$	1.12
Net income attributable to Boston Properties, Inc. per share - basic	$	0.32		$	0.43		$	0.38		$	0.79		$	0.33
Net income attributable to Boston Properties, Inc. per share - diluted	$	0.31		$	0.43		$	0.38		$	0.78		$	0.33
Dividends per common share	$	0.65		$	0.65		$	0.55		$	0.55		$	0.55
Funds available for distribution to common shareholders and common unitholders (FAD) (5)	$	144,802		$	147,392		$	128,710		$	174,575		$	119,696

Ratios:

Interest Coverage Ratio (excluding capitalized interest) - cash basis (6)		3.14			3.11			2.84			3.36			2.87
Interest Coverage Ratio (including capitalized interest) - cash basis (6)		2.72			2.74			2.57			3.03			2.56
FFO Payout Ratio (7)		61.32	%		51.18	%		47.83	%		40.44	%		49.11	%
FAD Payout Ratio (8)		75.97	%		74.55	%		72.22	%		53.24	%		77.05	%

	31-Mar-13			31-Dec-12			30-Sep-12			30-Jun-12			31-Mar-12
Capitalization:

Common Stock Price @ Quarter End	$	101.06		$	105.81		$	110.61		$	108.37		$	104.99
Equity Value @ Quarter End	$	17,486,559		$	18,076,824		$	18,893,986		$	18,451,727		$	17,738,690
Total Consolidated Debt	$	8,871,518		$	8,912,369		$	8,675,858		$	8,921,207		$	7,985,626
Total Consolidated Market Capitalization	$	26,358,077		$	26,989,193		$	27,569,844		$	27,372,934		$	25,724,316
Total Consolidated Debt/Total Consolidated Market Capitalization (9)		33.66	%		33.02	%		31.47	%		32.59	%		31.04	%

BXP’s Share of Joint Venture Debt	$	1,445,565		$	1,445,346		$	1,442,631		$	1,440,541		$	1,436,587
Total Combined Debt	$	10,317,083		$	10,357,715		$	10,118,489		$	10,361,748		$	9,422,213
Total Combined Market Capitalization (10)	$	27,803,642		$	28,434,539		$	29,012,475		$	28,813,475		$	27,160,903
Total Combined Debt/Total Combined Market Capitalization (10) (11)		37.11	%		36.43	%		34.88	%		35.96	%		34.69	%

(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 $13,324, $12,761, $13,122, $12,824 and $12,124 for the three months ended March 31, 2013, December 31, 2012, September 30, 2012, June 30, 2012 and March 31, 2012, respectively.

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

(6)	For additional detail, see page 11.

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

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

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

(10)	For additional detail, see page 12.

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

Boston Properties, Inc.

First Quarter 2013

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	31-Mar-13			31-Dec-12			30-Sep-12			30-Jun-12			31-Mar-12
ASSETS
Real estate	$	13,550,889		$	13,581,454		$	13,183,754		$	13,161,405		$	12,955,061
Construction in progress (1)		1,145,517			1,036,780			937,475			732,734			870,006
Land held for future development (2)		503,684			275,094			273,922			270,169			268,030
Less accumulated depreciation		(2,929,385	)		(2,934,160	)		(2,853,319	)		(2,791,211	)		(2,732,434	)

Total real estate		12,270,705			11,959,168			11,541,832			11,373,097			11,360,663
Cash and cash equivalents		909,376			1,041,978			1,223,215			1,671,997			591,196
Cash held in escrows		55,410			55,181			32,926			32,265			31,219
Marketable securities		13,825			12,172			11,792			11,036			11,193
Tenant and other receivables, net		75,849			69,555			45,076			43,544			68,312
Related party notes receivable (3)		282,307			282,491			282,206			282,416			281,177
Interest receivable from related party notes receivable (3)		106,313			104,816			102,122			98,866			95,126
Accrued rental income, net		612,041			598,199			580,013			560,360			541,915
Deferred charges, net		572,890			588,235			535,077			504,689			501,202
Prepaid expenses and other assets		71,756			90,610			132,358			41,619			73,319
Investments in unconsolidated joint ventures		652,807			659,916			664,690			670,653			667,377

Total assets	$	15,623,279		$	15,462,321		$	15,151,307		$	15,290,542		$	14,222,699


LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	3,053,798		$	3,102,485		$	2,873,686		$	2,902,125		$	2,971,760
Unsecured senior notes, net of discount		4,639,843			4,639,528			4,639,217			4,863,413			3,865,369
Unsecured exchangeable senior notes, net of discount		1,177,877			1,170,356			1,162,955			1,155,669			1,148,497
Unsecured line of credit		—			—			—			—			—
Accounts payable and accrued expenses		210,359			199,102			193,684			163,688			165,633
Dividends and distributions payable		110,886			110,488			93,461			93,353			92,615
Accrued interest payable		99,491			72,461			101,874			65,188			100,595
Other liabilities		316,683			324,613			309,231			308,581			325,053

Total liabilities		9,608,937			9,619,033			9,374,108			9,552,017			8,669,522


Commitments and contingencies		—			—			—			—			—


Noncontrolling interests:
Redeemable preferred units of the Operating Partnership		110,876			110,876			110,876			51,537			51,537


Redeemable interest in property partnership		98,216			97,558			—			—			—


Equity:
Stockholders’ equity attributable to Boston Properties, Inc.:
Excess stock, $.01 par value, 150,000,000 shares authorized, none issued or outstanding		—			—			—			—			—
Series B - 5.25% cumulative redeemable preferred stock, $.01 par value, liquidation preference $2,500 per share, 92,000 shares authorized, 80,000 shares issued and outstanding		200,000			—			—			—			—
Common stock, $.01 par value, 250,000,000 shares authorized, 151,601,209, 150,856,237, 150,715,702, 149,384,341 and 148,107,611 outstanding, respectively		1,516			1,516			1,509			1,507			1,494
Additional paid-in capital		5,232,030			5,222,073			5,194,520			5,184,671			5,050,526
Dividends in excess of earnings		(160,697	)		(109,985	)		(76,830	)		(51,152	)		(86,787	)
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(13,253	)		(13,817	)		(14,379	)		(14,978	)		(15,558	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,256,874			5,097,065			5,102,098			5,117,326			4,946,953

Noncontrolling interests:
Common units of the Operating Partnership		540,103			539,753			566,077			571,222			555,954
Property partnerships		8,273			(1,964	)		(1,852	)		(1,560	)		(1,267	)

Total equity		5,805,250			5,634,854			5,666,323			5,686,988			5,501,640



Total liabilities and equity	$	15,623,279		$	15,462,321		$	15,151,307		$	15,290,542		$	14,222,699

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

(2)	Includes the acquisition of Transbay Tower on March 26, 2013, for which development activities have commenced. As of March 31, 2013, the Company’s investment totaled approximately $208.6 million.

(3)

The notes receivable consist of (1) a partner loan from the Company to the unconsolidated joint venture entity that owns 767 Fifth Avenue (The GM 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 $12.3 million had been advanced as of March 31, 2013. The unconsolidated entities have corresponding notes payable to the Company, see pages 17 and 18. On April 10, 2013, in connection with the Company’s acquisition of the Mountain View Research Park and Mountain View Technology Park properties from the Value-Added Fund, the Value-Added Fund repaid the loans made by the Company.

Boston Properties, Inc.

First Quarter 2013

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	31-Mar-13			31-Dec-12			30-Sep-12			30-Jun-12			31-Mar-12
Revenue
Rental
Base Rent	$	377,728		$	381,027		$	369,227		$	371,019		$	354,825
Recoveries from tenants		64,429			59,713			59,849			57,361			51,648
Parking and other		23,830			22,448			22,893			23,356			22,259

Total rental revenue		465,987			463,188			451,969			451,736			428,732
Hotel revenue		8,291			11,691			9,359			10,049			6,816
Development and management services		8,736			8,343			8,024			9,564			8,145

Total revenue		483,014			483,222			469,352			471,349			443,693


Expenses
Operating		97,554			94,668			94,859			91,684			88,760
Real estate taxes		75,066			73,543			73,391			69,488			67,082
Hotel operating		7,044			8,519			6,886			6,616			6,099
General and administrative (1) (2)		43,571			15,940			19,757			19,066			27,619
Transaction costs		443			401			1,140			8			2,104
Impairment loss (6)		8,306			—			—			—			—
Depreciation and amortization		120,595			119,889			110,885			111,168			108,462

Total expenses		352,579			312,960			306,918			298,030			300,126


Operating income		130,435			170,262			162,434			173,319			143,567
Other income (expense)
Income from unconsolidated joint ventures (3)		8,721			6,949			9,217			21,191			11,721
Interest and other income		1,471			2,062			4,001			2,382			1,646
Gains (losses) from investments in securities (1)		735			187			587			(186	)		801
Interest expense		(100,433	)		(102,802	)		(105,030	)		(99,901	)		(103,237	)
Gains (losses) from early extinguishments of debt		—			—			(5,494	)		274			767

Income from continuing operations		40,929			76,658			65,715			97,079			55,265
Discontinued operations
Income (loss) from discontinued operations		61			(50	)		(193	)		218			570
Gain on sale of real estate from discontinued operations (4)		—			—			—			36,877
Gain on forgiveness of debt from discontinued operations (5)		20,182			—			—			—			—
Impairment loss from discontinued operations (6)		(3,241	)		—			—			—			—

Net income		57,931			76,608			65,522			134,174			55,835
Net income attributable to noncontrolling interests
Noncontrolling interest in property partnerships		(2,574	)		(2,331	)		(458	)		(457	)		(546	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(1,180	)		(1,057	)		(874	)		(765	)		(801	)
Noncontrolling interest - common units of the Operating Partnership (7)		(4,358	)		(7,825	)		(6,961	)		(10,318	)		(5,973	)
Noncontrolling interest in discontinued operations - common units of the Operating Partnership (7)		(1,819	)		5			20			(4,075	)		(61	)

Net income attributable to Boston Properties, Inc.		48,000			65,400			57,249			118,559			48,454
Preferred dividends		(146	)		—			—			—			—

Net income attributable to Boston Properties, Inc. common shareholders	$	47,854		$	65,400		$	57,249		$	118,559		$	48,454


INCOME PER SHARE OF COMMON STOCK (EPS)

Net income attributable to Boston Properties, Inc. per share - basic	$	0.32		$	0.43		$	0.38		$	0.79		$	0.33

Net income attributable to Boston Properties, Inc. per share - diluted	$	0.31		$	0.43		$	0.38		$	0.78		$	0.33

(1)

Gains (losses) from investments in securities includes $735, $187, $587, $(186) and $801 and general and administrative expense includes $(752), $(187), $(597), $349 and $(825) for the three months ended March 31, 2013, December 31, 2012, September 30, 2012, June 30, 2012 and March 31, 2012, respectively, related to the Company’s deferred compensation plan.

(2)

For the three months ended March 31, 2013, general and administrative expense includes an aggregate of approximately $19.5 million consisting of (i) the acceleration of the remaining approximately $12.9 million of stock-based compensation expense associated with the Company’s Executive Chairman’s unvested long-term equity awards and (ii) approximately $6.6 million of compensation expense associated with the Company’s Executive Chairman’s transition benefits agreement related to the Company’s succession planning. 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.

(4)

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.

(5)

On February 20, 2013, the foreclosure sale of the Company’s Montvale Center property was ratified by the court. As a result of the ratification, the mortgage loan totaling $25.0 million was extinguished and the related obligations were satisfied with the transfer of the real estate resulting in the recognition of a gain on forgiveness of debt totaling approximately $20.2 million during the first quarter of 2013. The operating results of the property through the date of ratification have been classified as discontinued operations on a historical basis for all periods.

(6)

On March 28, 2013, the Company executed a binding contract for the sale of its 303 Almaden property located in San Jose, California for a sale price of $40.0 million. 303 Almaden is a Class A office property totaling approximately 158,000 net rentable square feet. The carrying value of the property exceeds its net sale price and as a result the Company has recognized an impairment loss totaling approximately $3.2 million during the first quarter of 2013 which is excluded from FFO in accordance with NAREIT’s definition. The sale is subject to the satisfaction of customary closing conditions and there can be no assurances that the sale will be consummated on the terms currently contemplated, or at all. The impairment loss and operating results of this property through the execution date of the binding contract have been classified as discontinued operations on a historical basis for all periods. In addition, the Company recognized an impairment loss of approximately $8.3 million, which is included in FFO, to reduce the carrying value of its adjacent Almaden land parcel in San Jose, California to its estimated fair market value at March 31, 2013.

(7)

Equals noncontrolling interest - common units of the Operating Partnership’s share of 10.14%, 10.39%, 10.48%, 10.54% and 10.67% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended March 31, 2013, December 31, 2012, September 30, 2012, June 30, 2012 and March 31, 2012, respectively.

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

Boston Properties, Inc.

First Quarter 2013

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	31-Mar-13		31-Dec-12			30-Sep-12			30-Jun-12		31-Mar-12

Net income attributable to Boston Properties, Inc. common shareholders	$	47,854	$	65,400		$	57,249		$	118,559	$	48,454
Add:
Preferred dividends		146		—			—			—		—
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		1,819		(5	)		(20	)		4,075		61
Noncontrolling interest - common units of the Operating Partnership		4,358		7,825			6,961			10,318		5,973
Noncontrolling interest - redeemable preferred units of the Operating Partnership		1,180		1,057			874			765		801
Noncontrolling interests in property partnerships		2,574		2,331			458			457		546
Impairment loss from discontinued operations		3,241		—			—			—		—
Less:
Income (loss) from discontinued operations		61		(50	)		(193	)		218		570
Gain on sale of real estate from discontinued operations		—		—			—			36,877		—
Gain on forgiveness of debt from discontinued operations		20,182		—			—			—		—


Income from continuing operations		40,929		76,658			65,715			97,079		55,265
Add:
Real estate depreciation and amortization (1)		142,555		142,029			132,887			135,219		132,618
Income from discontinued operations		61		(50	)		(193	)		218		570
Less:
Gains on sales of real estate included within income from unconsolidated joint ventures (2)		—		—			248			—		—
Noncontrolling interests in property partnerships’ share of funds from operations		3,038		2,795			923			956		1,010
Noncontrolling interest - redeemable preferred units of the Operating Partnership		1,180		1,057			874			765		801
Preferred dividends		146		—			—			—		—


Funds from operations (FFO) attributable to the Operating Partnership		179,181		214,785			196,364			230,795		186,642
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		18,557		22,323			20,585			24,321		19,913

FFO attributable to Boston Properties, Inc. (3)	$	160,624	$	192,462		$	175,779		$	206,474	$	166,729


FFO per share - basic	$	1.06	$	1.27		$	1.17		$	1.37	$	1.12

Weighted average shares outstanding - basic		151,646		151,006			150,801			150,312		148,343

FFO per share - diluted	$	1.06	$	1.27		$	1.15		$	1.36	$	1.12

Weighted average shares outstanding - diluted		153,259		152,708			153,310			152,047		150,140

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $120,595, $119,889, $110,885, $111,168 and $108,462, our share of unconsolidated joint venture real estate depreciation and amortization of $21,657, $21,778, $21,664, $23,513 and $23,121, and depreciation and amortization from discontinued operations of $596, $661, $669, $907 and $1,403, less corporate related depreciation of $293, $299, $331, $369 and $368 for the three months ended March 31, 2013, December 31, 2012, September 30, 2012, June 30, 2012 and March 31, 2012, 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.

(3)	Based on weighted average basic shares for the quarter. The Company’s share for the quarter ended March 31, 2013, December 31, 2012, September 30, 2012, June 30, 2012 and March 31, 2012 was 89.86%, 89.61%, 89.52%, 89.46% and 89.33%, respectively.

Boston Properties, Inc.

First Quarter 2013

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	March 31, 2013				December 31, 2012				September 30, 2012				June 30, 2012				March 31, 2012
	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	$	179,181		168,750	$	214,785		168,521	$	196,364		168,461	$	230,795		168,018	$	186,642		166,060
Effect of Dilutive Securities
Convertible Preferred Units		879		1,307		749		1,307		764		1,327		765		1,353		801		1,394
Stock based compensation and exchangeable senior notes		—		306		—		395		—		1,182		—		382		—		403


Diluted FFO	$	180,060		170,363	$	215,534		170,223	$	197,128		170,970	$	231,560		169,753	$	187,443		167,857

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of diluted funds from operations		18,077		17,104		22,177		17,515		20,361		17,660		24,152		17,706		19,784		17,717


Company’s share of diluted FFO (1)	$	161,983		153,259	$	193,357		152,708	$	176,767		153,310	$	207,408		152,047	$	167,659		150,140


FFO per share - basic	$	1.06			$	1.27			$	1.17			$	1.37			$	1.12


FFO per share - diluted	$	1.06			$	1.27			$	1.15			$	1.36			$	1.12

(1)	Based on weighted average diluted shares for the quarter. The Company’s share for the quarter ended March 31, 2013, December 31, 2012, September 30, 2012, June 30, 2012 and March 31, 2012 was 89.96%, 89.71%, 89.67%, 89.57% and 89.45%, respectively.

Boston Properties, Inc.

First Quarter 2013

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	31-Mar-13			31-Dec-12			30-Sep-12			30-Jun-12			31-Mar-12
Basic FFO (see page 9)	$	179,181		$	214,785		$	196,364		$	230,795		$	186,642
2nd generation tenant improvements and leasing commissions		(38,380	)		(34,815	)		(40,116	)		(36,519	)		(50,678	)
Straight-line rent (1)		(18,134	)		(19,933	)		(21,351	)		(21,386	)		(21,902	)
Recurring capital expenditures		(6,418	)		(10,711	)		(6,262	)		(5,005	)		(1,796	)
Fair value interest adjustment (1)		(224	)		(143	)		1,335			1,292			202
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment		7,158			7,043			6,930			6,820			8,264
Fair value lease revenue (1) (2)		(15,993	)		(16,055	)		(16,982	)		(17,440	)		(17,863	)
Hotel improvements, equipment upgrades and replacements		(143	)		(214	)		(305	)		(190	)		(187	)
Straight-line ground rent expense adjustment (3)		1,801			1,838			1,838			1,838			5,032
Non real estate depreciation		293			299			331			369			368
Stock-based compensation (4)		25,783			4,820			6,746			6,755			11,358
Impairment loss		8,306			—			—			—			—
Non-cash losses (gains) from early extinguishments of debt		—			—			196			(282	)		(914	)
Non-cash termination adjustment (including fair value lease amounts)		1,106			155			(154	)		4,938			56
Partners’ share of joint venture 2nd generation tenant improvement and leasing commissions		466			323			140			2,590			1,114

Funds available for distribution to common shareholders and common unitholders (FAD)	$	144,802		$	147,392		$	128,710		$	174,575		$	119,696

Interest Coverage Ratios

(in thousands, except for ratio amounts)


	Three Months Ended
	31-Mar-13			31-Dec-12			30-Sep-12			30-Jun-12			31-Mar-12
*Excluding Capitalized Interest*
Income from continuing operations	$	40,929		$	76,658		$	65,715		$	97,079		$	55,265
Interest expense		100,433			102,802			105,030			99,901			103,237
Depreciation and amortization expense		120,595			119,889			110,885			111,168			108,462
Depreciation and amortization expense from unconsolidated joint ventures		21,657			21,778			21,664			23,513			23,121
Gains on sales of real estate included within income from unconsolidated joint ventures		—			—			(248	)		—			—
Depreciation and amortization expense - discontinued operations		596			661			669			907			1,403
Interest expense - discontinued operations		360			650			650			649			645
Income (loss) from discontinued operations		61			(50	)		(193	)		218			570
Impairment loss		8,306			—			—			—			—
Non-cash losses (gains) from early extinguishments of debt		—			—			196			(282	)		(914	)
Non-cash termination adjustment (including fair value lease amounts)		1,106			155			(154	)		4,938			56
Stock-based compensation		25,783			4,820			6,746			6,755			11,358
Straight-line ground rent expense adjustment (3)		1,801			1,838			1,838			1,838			5,032
Straight-line rent (1)		(18,134	)		(19,933	)		(21,351	)		(21,386	)		(21,902	)
Fair value lease revenue (1) (2)		(15,993	)		(16,055	)		(16,982	)		(17,440	)		(17,863	)

Subtotal		287,500			293,213			274,465			307,858			268,470

Divided by:
Adjusted interest expense (5) (6) (7)		91,462			94,212			96,593			91,670			93,523

Interest Coverage Ratio		3.14			3.11			2.84			3.36			2.87


*Including Capitalized Interest*
Income from continuing operations	$	40,929		$	76,658		$	65,715		$	97,079		$	55,265
Interest expense		100,433			102,802			105,030			99,901			103,237
Depreciation and amortization expense		120,595			119,889			110,885			111,168			108,462
Depreciation and amortization expense from unconsolidated joint ventures		21,657			21,778			21,664			23,513			23,121
Gains on sales of real estate included within income from unconsolidated joint ventures		—			—			(248	)		—			—
Depreciation and amortization expense - discontinued operations		596			661			669			907			1,403
Interest expense - discontinued operations		360			650			650			649			645
Income (loss) from discontinued operations		61			(50	)		(193	)		218			570
Impairment loss		8,306			—			—			—			—
Non-cash losses (gains) from early extinguishments of debt		—			—			196			(282	)		(914	)
Non-cash termination adjustment (including fair value lease amounts)		1,106			155			(154	)		4,938			56
Stock-based compensation		25,783			4,820			6,746			6,755			11,358
Straight-line ground rent expense adjustment (3)		1,801			1,838			1,838			1,838			5,032
Straight-line rent (1)		(18,134	)		(19,933	)		(21,351	)		(21,386	)		(21,902	)
Fair value lease revenue (1) (2)		(15,993	)		(16,055	)		(16,982	)		(17,440	)		(17,863	)

Subtotal		287,500			293,213			274,465			307,858			268,470

Divided by:
Adjusted interest expense (5) (6) (7) (8)		105,880			107,081			106,724			101,747			104,724

Interest Coverage Ratio		2.72			2.74			2.57			3.03			2.56

(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, 2013, stock-based compensation expense includes an aggregate of approximately $16.9 million consisting of (i) the acceleration of the remaining approximately $12.9 million of stock-based compensation expense associated with the Company’s Executive Chairman’s unvested long-term equity awards and (ii) approximately $4.0 million of stock-based compensation awards associated with the Company’s Executive Chairman’s transition benefits agreement related to the Company’s succession planning. 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.

(5)	Excludes the impact of the ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment of $7,158, $7,043, $6,930, $6,820 and $8,264 for the three months ended March 31, 2013, December 31, 2012, September 30, 2012, June 30, 2012 and March 31, 2012, respectively.

(6)	Excludes amortization of financing costs of $2,173, $2,197, $2,157, $2,060 and $2,095 for the three months ended March 31, 2013, December 31, 2012, September 30, 2012, June 30, 2012 and March 31, 2012, respectively.

(7)	Includes interest expense from discontinued operations of $360, $650, $650, $649 and $645 for the three months ended March 31, 2013, December 31, 2012, September 30, 2012, June 30, 2012 and March 31, 2012, respectively.

(8)	Includes capitalized interest of $14,418, $12,869, $10,131, $10,077 and $11,201 for the three months ended March 31, 2013, December 31, 2012, September 30, 2012, June 30, 2012 and March 31, 2012, respectively.

Boston Properties, Inc.

First Quarter 2013

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal March 31, 2013
Mortgage Notes Payable	$	3,017,870
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		8,865,370
Fair Value Adjustment on Mortgage Notes Payable		35,928
Discount on Unsecured Senior Notes		(10,157	)
Discount on Unsecured Exchangeable Senior Notes		(1,290	)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment (1)		(18,333	)

Total Consolidated Debt	$	8,871,518

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	$	2,055		$	1,626		$	5,094		$	586		$	347		$	362		$	87		$	10,157

Unsecured Senior Notes, net of discount	$	997,945		$	848,374		$	844,906		$	699,414		$	699,653		$	249,638		$	299,913		$	4,639,843

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	$	134.52	(2)	$	99.93
Diluted share impact for the current quarter		—			237			237
First Optional Redemption Date		N/A			5/18/2013	(3)
Maturity Date		2/15/2014			5/15/2036
Discount	$	1,290		$	—		$	1,290
ASC 470-20 (FSP APB 14-1) Adjustment (1)	$	17,105		$	1,228		$	18,333

Unsecured Senior Exchangeable Notes	$	729,105		$	448,772		$	1,177,877

Equity

(in thousands)


	Shares/Units Outstanding as of 3/31/2013		Common Stock Equivalents			Equivalent Value (4)
Common Stock		151,640		151,640	(5)	$	15,324,738
Common Operating Partnership Units		17,501		17,501	(6)		1,768,651
Series Two Preferred Operating Partnership Units		996		1,307			132,094
Series Four Preferred Operating Partnership Units		1,222		—			61,076	(7)
Series B Cumulative Redeemable Preferred Stock		80		—			200,000	(8)

Total Equity				170,448		$	17,486,559

Total Consolidated Debt						$	8,871,518

Total Consolidated Market Capitalization						$	26,358,077

BXP’s share of Joint Venture Debt						$	1,445,565	(9)
Total Combined Debt (10)						$	10,317,083

Total Combined Market Capitalization (11)						$	27,803,642

(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., in the case of the exchangeable senior notes due 2036, through the first optional redemption date; 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 March 31, 2013, the exchange price was $134.52 per share.

(3)

On April 15, 2013, the Company announced that holders of the 3.75% Exchangeable Senior Notes due 2036 (the “Notes”) of its Operating Partnership have the right to surrender their Notes for purchase by the Operating Partnership (the “Put Right”) on May 18, 2013. The opportunity to exercise the Put Right will expire at 5:00 p.m., New York City time, on May 13, 2013. On April 15, 2013, the Company also announced that the Operating Partnership issued a notice of redemption to the holders of the Notes to redeem, on May 18, 2013 (the “Redemption Date”), all of the Notes outstanding on the Redemption Date. In connection with the redemption, holders of the Notes have the right to exchange their Notes prior to 5:00 p.m., New York City time, on May 16, 2013. Notes with respect to which the Put Right is not exercised (or with respect to which the Put Right is exercised and subsequently withdrawn prior to the withdrawal deadline) and that are not surrendered for exchange prior to 5:00 p.m., New York City time, on May 16, 2013, will be redeemed by the Operating Partnership on the Redemption Date at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.

(4)

Values based on March 31, 2013 closing price of $101.06 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 7 below) and the Series B Cumulative Redeemable Preferred Stock which have been valued at the liquidation preference of $2,500.00 per share (see Note 8 below).

(5)	Includes 66 shares of restricted stock.

(6)	Includes 1,449 long-term incentive plan units, but excludes an aggregate of 1,080 Outperformance Plan and 2013 Multi-Year Long-Term Incentive Program Units.

(7)

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.

(8)

On March 27, 2013, the Company completed an underwritten public offering of 80,000 shares (8,000,000 depositary shares, each representing a 1/100th of a share) of its newly designated 5.25% Series B Cumulative Redeemable Preferred Stock, at a price of $2,500.00 per share ($25.00 per depositary share). The net proceeds from this offering were approximately $194 million, after deducting the underwriting discount and transaction expenses. The Company will pay cumulative cash dividends on the Series B Preferred Stock at a rate of 5.25% per annum of the $2,500.00 liquidation preference per share. The Company may not redeem the Series B Preferred Stock prior to March 27, 2018. On or after March 27, 2018, the Company, at its option, may redeem the Series B Preferred Stock for a cash redemption price of $2,500.00 per share ($25.00 per depositary share), plus all accrued and unpaid dividends. The Series B Preferred Stock is not redeemable by the holders, has no maturity date and is not convertible into any other security of the Company or its affiliates.

(9)	Excludes the Company’s share ($282,307) of partner loans made to unconsolidated joint ventures.

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

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

Boston Properties, Inc.

First Quarter 2013

DEBT ANALYSIS (1)

Debt Maturities and Principal Payments

as of March 31, 2013

(in thousands)


	2013			2014			2015			2016			2017			Thereafter			Total

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

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

Fixed Rate Debt

Mortgage Notes Payable	$	59,342		$	87,757		$	26,182		$	608,879		$	1,521,750		$	713,960		$	3,017,870
Fair Value Adjustment		7,866			10,433			10,792			6,475			362			—			35,928

Mortgage Notes Payable		67,208			98,190			36,974			615,354			1,522,112			713,960			3,053,798

Unsecured Exchangeable Senior Notes, net of discount		450,000	(2)		746,210			—			—			—			—			1,196,210

ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(15,895	)		(2,438	)		—			—			—			—			(18,333	)

Unsecured Exchangeable Senior Notes		434,105			743,772			—			—			—			—			1,177,877


Unsecured Senior Notes, net of discount		—			—			549,551			—			—			4,090,292			4,639,843


Total Fixed Debt	$	501,313		$	841,962		$	586,525		$	615,354		$	1,522,112		$	4,804,252		$	8,871,518

Total Consolidated Debt	$	501,313		$	841,962		$	586,525		$	615,354		$	1,522,112		$	4,804,252		$	8,871,518


GAAP Weighted Average Floating Rate Debt		—			—			—			—			—			—			—
GAAP Weighted Average Fixed Rate Debt		5.90	%		6.46	%		5.48	%		5.27	%		5.29	%		4.69	%		5.12	%

Total GAAP Weighted Average Rate		5.90	%		6.46	%		5.48	%		5.27	%		5.29	%		4.69	%		5.12	%



Total Stated Weighted Average Rate		4.16	%		4.02	%		5.40	%		6.42	%		5.53	%		4.61	%		4.87	%

Unsecured Debt

Unsecured Line of Credit - Matures June 24, 2014

(in thousands)


Facility		Outstanding at 3/31/2013		Letters of Credit		Remaining Capacity at 3/31/2013
$	750,000	$	—	$	14,960	$	735,040

Unsecured and Secured Debt Analysis


	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Unsecured Debt		65.58	%		4.48	%		5.06	%		5.7	years
Secured Debt		34.42	%		5.61	%		5.23	%		5.0	years

Total Consolidated Debt		100.00	%		4.87	%		5.12	%		5.5	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	%		4.87	%		5.12	%		5.5	years

Total Consolidated Debt		100.00	%		4.87	%		5.12	%		5.5	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. On April 15, 2013, the Company announced that holders of the 3.75% Exchangeable Senior Notes due 2036 (the “Notes”) of its Operating Partnership have the right to surrender their Notes for purchase by the Operating Partnership (the “Put Right”) on May 18, 2013. The opportunity to exercise the Put Right will expire at 5:00 p.m., New York City time, on May 13, 2013. On April 15, 2013, the Company also announced that the Operating Partnership issued a notice of redemption to the holders of the Notes to redeem, on May 18, 2013 (the “Redemption Date”), all of the Notes outstanding on the Redemption Date. In connection with the redemption, holders of the Notes have the right to exchange their Notes prior to 5:00 p.m., New York City time, on May 16, 2013. Notes with respect to which the Put Right is not exercised (or is exercised and subsequently withdrawn) and that are not surrendered for exchange prior to 5:00 p.m., New York City time, on May 16, 2013, will be redeemed by the Operating Partnership at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.

Boston Properties, Inc.

First Quarter 2013

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

as of March 31, 2013

(in thousands)


Property	2013			2014			2015			2016			2017			Thereafter			Total

599 Lexington Avenue	$	—		$	—		$	—		$	—		$	750,000		$	—		$	750,000
601 Lexington Avenue		2,747			11,321			11,870			12,447			13,051			673,564			725,000
John Hancock Tower and Garage		—			—			—			—			640,500			—			640,500	(2)
Embarcadero Center Four		3,877			5,452			5,794			348,886			—			—			364,009
Fountain Square (50% ownership)		—			—			—			211,250			—			—			211,250	(2)
505 9th Street (50% ownership)		1,743			2,441			2,585			2,737			113,596			—			123,102
New Dominion Technology Park, Building Two		—			63,000			—			—			—			—			63,000
140 Kendrick Street		47,588			—			—			—			—			—			47,588	(2)(3)
New Dominion Technology Park, Building One		1,090			2,304			2,481			2,672			2,878			32,943			44,368
Kingstowne Two and Retail		1,308			1,837			1,950			29,277			—			—			34,372	(2)
University Place		989			1,402			1,502			1,610			1,725			7,453			14,681

		59,342			87,757			26,182			608,879			1,521,750			713,960			3,017,870


Aggregate Fair Value Adjustments		7,866			10,433			10,792			6,475			362			—			35,928

		67,208			98,190			36,974			615,354			1,522,112			713,960			3,053,798


Unsecured Exchangeable Senior Notes, net of discount		450,000	(4)		746,210			—			—			—			—			1,196,210
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(15,895	)		(2,438	)		—			—			—			—			(18,333	)

		434,105			743,772			—			—			—			—			1,177,877


Unsecured Senior Notes, net of discount		—			—			549,551			—			—			4,090,292			4,639,843
Unsecured Line of Credit		—			—			—			—			—			—			—	(5)

	$	501,313		$	841,962		$	586,525		$	615,354		$	1,522,112		$	4,804,252		$	8,871,518


% of Total Consolidated Debt		5.65	%		9.49	%		6.61	%		6.94	%		17.16	%		54.15	%		100.00	%
Balloon Payments	$	497,181		$	809,210		$	549,551		$	583,782		$	1,501,619		$	4,723,846		$	8,665,189
Scheduled Amortization	$	20,027		$	35,190		$	36,974		$	31,572		$	20,493		$	80,406		$	224,662

(1)	Excludes unconsolidated joint ventures. For information on our unconsolidated joint venture debt, see page 16.

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

(3)	This mortgage loan was repaid on April 1, 2013.

(4)

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

Boston Properties, Inc.

First Quarter 2013

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 March 31, 2013 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
		March 31, 2013
Total Assets:
Capitalized Property Value (1)		$	19,179,982		$	19,605,250
Cash and Cash Equivalents			909,376			909,376
Investments in Marketable Securities			13,825			13,825
Undeveloped Land, at Cost (including Joint Venture %)			519,584			519,584
Development in Process, at Cost (including Joint Venture %)			1,154,499			1,154,499

Total Assets		$	21,777,266		$	22,202,534



Unencumbered Assets		$	14,451,789		$	14,716,718


Secured Debt (Fixed and Variable) (2)		$	3,017,870		$	3,017,870
Joint Venture Debt			1,445,565			1,445,565
Contingent Liabilities & Letters of Credit			18,267			18,267
Unsecured Debt (3)			5,847,500			5,847,500

Total Outstanding Debt		$	10,329,202		$	10,329,202


Consolidated EBITDA:
Income from Continuing Operations (per Consolidated Income Statement)		$	40,929		$	40,929
Subtract: Income from Unconsolidated Joint Ventures (per Consolidated Income Statement)			(8,721	)		(8,721	)
Subtract: Gains from Investments in Securities (per Consolidated Income Statement)			(735	)		(735	)

Add: General and administrative expense associated with the acceleration of unvested long-term equity awards for the Company’s Executive Chairman during the first quarter			12,858			12,858
Add: Impairment Loss (per Consolidated Income Statement)			8,306			8,306
Add: Interest Expense (per Consolidated Income Statement)			100,433			100,433
Add: Depreciation and Amortization (per Consolidated Income Statement)			120,595			120,595

EBITDA			273,665			273,665
Add: Company share of unconsolidated joint venture EBITDA			51,338			51,338

Consolidated EBITDA		$	325,003		$	325,003


Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)		$	100,433		$	100,433
Add: Company share of unconsolidated joint venture interest expense			21,949			21,949
Less: Amortization of financing costs			(2,173	)		(2,173	)
Less: Interest expense funded by construction loan draws			(365	)		(365	)

Adjusted Interest Expense		$	119,844		$	119,844


Covenant Ratios and Related Data	Test	Actual			Actual
Total Outstanding Debt/Total Assets	Less than 60%		47.4	%		46.5	%
Secured Debt/Total Assets	Less than 50%		20.5	%		20.1	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50x		2.69			2.69
Unencumbered Assets/ Unsecured Debt	Greater than 150%		247.1	%		251.7	%

Unencumbered Consolidated EBITDA		$	216,906		$	216,906



Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)			2.97			2.97



% of Unencumbered Consolidated EBITDA to Consolidated EBITDA			66.7	%		66.7	%



# of unencumbered properties			124			124

(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 $35,928.

(3)	Excludes aggregate debt discount of $11,447 and ASC 470-20 (formerly known as FSP APB 14-1) adjustment of $18,333.

Boston Properties, Inc.

First Quarter 2013

UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS (*)

Debt Maturities and Principal Payments by Property

(in thousands)



Property	2013			2014			2015			2016			2017			Thereafter			Total

767 Fifth Avenue (The GM Building) (60%)	$	—		$	—		$	—		$	—		$	963,600		$	—		$	963,600	(1)(2)
125 West 55th Street (60%)		1,333			1,874			1,991			2,116			2,249			109,996			119,559
Metropolitan Square (51%)		662			1,187			1,257			1,332			1,410			83,402			89,250
540 Madison Avenue (60%)		70,860			—			—			—			—			—			70,860	(2)
Market Square North (50%)		161			993			1,042			1,094			1,148			60,562			65,000
901 New York Avenue (25%)		590			823			37,590			—			—			—			39,003
Annapolis Junction Building One (50%)		210			279			279			279			279			19,520			20,846	(3)
500 North Capitol Street, N.W. (30%)		—			26,955			—			—			—			—			26,955	(4)
Annapolis Junction Building Six (50%)		6,997			—			—			—			—			—			6,997	(4)

		80,813			32,111			42,159			4,821			968,686			273,480			1,402,070

Aggregate Fair Value Adjustments		5,331			7,087			7,612			8,175			6,529			—			34,734

	$	86,144		$	39,198		$	49,771		$	12,996		$	975,215		$	273,480		$	1,436,804

GAAP Weighted Average Rate		6.06	%		3.01	%		5.29	%		5.54	%		6.64	%		5.49	%		6.26	%
% of Total Debt		6.00	%		2.73	%		3.46	%		0.90	%		67.88	%		19.03	%		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		3.91	%		1.89	%		2.37	%		2.7 years
Fixed Rate Debt		96.09	%		5.85	%		6.41	%		4.7 years

Total Debt		100.00	%		5.69	%		6.26	%		4.7 years

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

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

(2)	These properties have fair value adjustments, 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.

First Quarter 2013

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of March 31, 2013


	767 Fifth Avenue (The GM Building)			125 West 55th Street (14)			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.			Subtotal		Value- Added Fund (5)(6)(13)			Total Unconsolidated Joint Ventures
Investment (7)	$	640,529	(8)	$	116,716		$	(89	)	$	70,010		$	(10,245	)	$	8,082		$	(2,138	)	$	48,816		$	19,590		$	10,398		$	2,439		$	904,108	$	31,008		$	935,116
Note Receivable		270,000	(8)		—			—			—			—			—			—			—			—			—			—			270,000		12,308	(9)		282,308

Net Equity (7)	$	370,529		$	116,716		$	(89	)	$	70,010		$	(10,245	)	$	8,082		$	(2,138	)	$	48,816		$	19,590		$	10,398		$	2,439		$	634,108	$	18,700		$	652,808

Mortgage/Construction loans payable (7) (10)	$	963,600		$	119,559		$	—		$	70,860		$	65,000		$	89,250		$	39,003		$	—		$	27,843		$	—		$	26,955		$	1,402,070	$	43,495		$	1,445,565

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 March 31, 2013


	767 Fifth Avenue (The GM Building)			125 West 55th Street (14)		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.		Subtotal			Value- Added Fund (5)(6)(13)			Total Unconsolidated Joint Ventures
REVENUE
Rental	$	60,975		$	9,971	$	—		$	5,081		$	5,523		$	8,880	$	8,987		$	1,172		$	4,728		$	—		$	1,028	$	106,345		$	4,886		$	111,231
Straight-line rent		645			1,156		—			189			(6	)		32		(295	)		—			16			—			2,253		3,990			(6	)		3,984
Fair value lease revenue		20,189			297		—			(84	)		—			—		—			—			—			—			—		20,402			33			20,435
Termination Income		—			—		—			—			—			—		—			—			—			—			—		—			—			—

Total revenue		81,809			11,424		—			5,186			5,517			8,912		8,692			1,172			4,744			—			3,281		130,737			4,913			135,650

EXPENSES
Operating		22,404			3,721		9			2,942			2,304			3,249		3,108			685			1,411			65			1,183		41,081			1,285			42,366


NET OPERATING INCOME		59,405			7,703		(9	)		2,244			3,213			5,663		5,584			487			3,333			(65	)		2,098		89,656			3,628			93,284

Interest		26,211			3,071		—			1,932			1,597			2,541		2,053			—			231			—			502		38,138			877			39,015
Interest other - partner loans		16,892			—		—			—			—			—		—			—			—			—			—		16,892			327			17,219
Depreciation and amortization		25,146			2,876		—			1,860			803			1,949		1,383			1,373			1,466			—			703		37,559			1,718			39,277

SUBTOTAL		68,249			5,947		—			3,792			2,400			4,490		3,436			1,373			1,697			—			1,205		92,589			2,922			95,511

Gain on sale of real estate		—			—		—			—			—			—		—			—			—			—			—		—			—			—

NET INCOME/(LOSS)	$	(8,844	)	$	1,756	$	(9	)	$	(1,548	)	$	813		$	1,173	$	2,148		$	(886	)	$	1,636		$	(65	)	$	893	$	(2,933	)	$	706		$	(2,227	)


BXP’s share of net income/(loss)	$	(5,306	)	$	1,054	$	(5	)	$	(929	)	$	407		$	598	$	1,212	(11)	$	(303	)	$	818	(11)	$	(33	)	$	268	$	(2,220	)	$	347	(6)(11)	$	(1,873	)
Basis differential (12)		—			214		—			158			—			—		—			—			—			—			—		372			87	(6)		459
Gain on sale of investment		—			—		—			—			—			—		—			—			—			—			—		—			—			—
Elimination of inter-entity interest on partner loan		10,135			—		—			—			—			—		—			—			—			—			—		10,135			—			10,135

Income/(loss) from unconsolidated joint ventures	$	4,829		$	1,268	$	(5	)	$	(771	)	$	407		$	598	$	1,212		$	(303	)	$	818		$	(33	)	$	268	$	8,287		$	434	(6)	$	8,721

Gain on sale of investment		—			—		—			—			—			—		—			—			—			—			—		—			—			—
BXP’s share of depreciation & amortization		15,088			1,484		—			967			401			994		732	(11)		458			733	(11)		—			211		21,068			589	(6)(11)		21,657

BXP’s share of Funds from Operations (FFO)	$	19,917		$	2,752	$	(5	)	$	196		$	808		$	1,592	$	1,944		$	155		$	1,551		$	(33	)	$	479	$	29,355		$	1,023	(6)	$	30,378



BXP’s share of net operating income/(loss)	$	35,643		$	4,595	$	(5	)	$	1,355		$	1,607		$	2,888	$	1,396		$	162		$	1,667		$	(33	)	$	629	$	49,904		$	1,434	(6)	$	51,338

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

(2)	Represents the Company’s interest in the joint venture entity that owns the land, parking garage and infrastructure. The Company’s entity that owns 100% of the office component of the project has been consolidated within the accounts of the Company.

(3)	Annapolis Junction includes two properties in service, one property in development and two undeveloped land parcels. On February 28, 2013, the Company fully placed in-service Annapolis Junction Building Six.

(4)	Property is currently not in service (i.e., under construction or undeveloped land).

(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 (the property was sold on September 27, 2012), 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. On April 10, 2013, in connection with the Company’s acquisition of the Mountain View properties from the Value-Added Fund, the Value-Added Fund repaid the loans made by the Company.

(10)	Excludes fair value adjustments.

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

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

(13)

On April 10, 2013, the Company’s Value-Added Fund completed the sale of its Mountain View properties located in Mountain View, California for approximately $233.5 million. Net cash proceeds totaled approximately $109.2 million, of which the Company’s share was approximately $43.2 million, after the repayment of approximately $110.0 million of mortgage and $12.5 million of mezzanine indebtness, and payment of transaction costs.

(14)	On April 10, 2013, the joint venture entered into a purchase and sales agreement to sell the property for $470.0 million.

Boston Properties, Inc.

First Quarter 2013

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. The remaining assets in the Value-Added Fund represent the Mountain View properties, of which the Company’s interest is approximately 39.5%. 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.

On April 10, 2013, the Company acquired the Mountain View properties from the Value-Added Fund and intends to wind-up and dissolve the Value-Added Fund. As a result of the acquisition, the Company owns 100% of the Mountain View properties and will account for them prospectively on a consolidated basis.

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		603,564		85.6	%	$	32.04	$	35,591	(3)
Mountain View Technology Park, Mountain View, CA		7		135,279		100.0	%		27.04		7,904	(4)

Total		23		738,843		88.3	%	$	31.00	$	43,495

Results of Operations

(unaudited and in thousands)

for the three months ended March 31, 2013


	Value-Added Fund
REVENUE
Rental	$	4,886
Straight-line rent		(6	)
Fair value lease revenue		33

Total revenue		4,913

EXPENSES
Operating		1,285


SUBTOTAL		3,628

Interest		877
Interest other - partner loans		327
Depreciation and amortization		1,718

SUBTOTAL		2,922

Gain on sale of real estate		—

NET INCOME	$	706


BXP’s share of net income	$	347
Basis differential (5)		87
Gain on sale of investment		—

Income from Value-Added Fund	$	434
Gain on sale of investment		—
BXP’s share of depreciation & amortization		589

BXP’s share of Funds from Operations (FFO)	$	1,023



The Company’s Equity in the Value-Added Fund	$	18,700

(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 $8.6 million was outstanding as of March 31, 2013. 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. On April 10, 2013, in connection with the Company’s acquisition, the Value-Added Fund repaid the loan made by the Company.

(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 $3.7 million was outstanding as of March 31, 2013. 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. On April 10, 2013, in connection with the Company’s acquisition, the Value-Added Fund repaid the loan made by the Company.

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

Boston Properties, Inc.

First Quarter 2013

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 March 31, 2013 (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		13,154,092			27.7	%		392,530			1.1	%		13,546,622			32.8	%		0.2	%		0.4	%		29.4	%
New York		8,687,255	(5)		35.4	%		—			—			8,687,255	(5)		21.0	%		—			—			35.4	%
Princeton		2,465,880			2.5	%		—			—			2,465,880			6.0	%		—			—			2.5	%
San Francisco		5,120,504			9.6	%		29,620			0.0	%		5,150,124			12.5	%		—			—			9.6	%
Washington, DC		10,690,184	(6)		21.6	%		756,325			0.9	%		11,446,509	(6)		27.7	%		0.6	%		—			23.1	%

		40,117,915			96.8	%		1,178,475			2.0	%		41,296,390			100.0	%		0.8	%		0.4	%		100.0	%

% of Total		97.1	%					2.9	%					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		24.4	%		5.0	%		29.4	%
New York		35.4	%		—			35.4	%
Princeton		—			2.5	%		2.5	%
San Francisco		7.7	%		1.9	%		9.6	%
Washington, DC		10.1	%		13.0	%		23.1	%

Total		77.6	%		22.4	%		100.0	%

Structured Parking


	Number of Spaces		Square Feet

Total Structured Parking		46,939		15,941,574

Hotel Properties


Hotel Properties	Number of Rooms		Square Feet (7)
Cambridge Center Marriott, Cambridge, MA		433		334,260

Total Hotel Properties		433		334,260

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		87,097	(9)

Total Residential Properties		421		410,147

(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 2,100,000 square feet of retail space.

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

(5)	Includes 1,818,168 square feet at 767 Fifth Avenue (The GM Building), 587,666 square feet at 125 West 55th Street and 294,228 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, 408,455 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, 231,411 square feet at 500 North Capitol which is 30% owned by the Company, 321,943 square feet at 505 9th Street, N.W. which is 50% owned by the Company, 117,599 square feet at Annapolis Junction which is 50% owned by the Company, 119,339 square feet at Annapolis Junction Building Six which is 50% owned by the Company and 758,212 square feet at Fountain Square which is 50% owned by the Company.

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

(8)	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.

First Quarter 2013

In-Service Property Listing

as of March 31, 2013


		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		1,722,629		97.4	%	$	52.29	Y	CBD
(2)	100 Federal Street	CBD Boston MA	1		1,265,399		96.0	%		47.46	N	CBD
	800 Boylston Street - The Prudential Center	CBD Boston MA	1		1,228,651		97.2	%		51.32	N	CBD
	111 Huntington Avenue - The Prudential Center	CBD Boston MA	1		857,975		97.2	%		58.65	N	CBD
	Atlantic Wharf Office	CBD Boston MA	1		797,877		93.1	%		62.08	N	CBD
	101 Huntington Avenue - The Prudential Center	CBD Boston MA	1		505,389		100.0	%		41.76	N	CBD
	The Shops at the Prudential Center	CBD Boston MA	1		501,205		100.0	%		75.81	N	CBD
	Shaws Supermarket at the Prudential Center	CBD Boston MA	1		57,235		100.0	%		49.62	N	CBD
	One Cambridge Center	East Cambridge MA	1		215,629		100.0	%		49.04	N	CBD
	Three Cambridge Center	East Cambridge MA	1		109,358		100.0	%		43.05	N	CBD
	Four Cambridge Center	East Cambridge MA	1		200,567		100.0	%		46.53	N	CBD
	Five Cambridge Center	East Cambridge MA	1		240,480		100.0	%		51.44	N	CBD
	Eight Cambridge Center	East Cambridge MA	1		177,226		100.0	%		41.59	N	CBD
	Ten Cambridge Center	East Cambridge MA	1		152,664		100.0	%		44.55	N	CBD
	Eleven Cambridge Center	East Cambridge MA	1		79,616		100.0	%		53.83	N	CBD
	University Place	Mid-Cambridge MA	1		195,282		100.0	%		41.03	Y	CBD
	Bay Colony Corporate Center	Route 128 Mass Turnpike MA	4		985,191		60.2	%		34.02	N	S
	Reservoir Place	Route 128 Mass Turnpike MA	1		527,860		80.1	%		33.82	N	S
	Reservoir Place North	Route 128 Mass Turnpike MA	1		73,258		100.0	%		29.95	N	S
	140 Kendrick Street	Route 128 Mass Turnpike MA	3		380,987		84.2	%		37.23	Y	S
	230 CityPoint	Route 128 Mass Turnpike MA	1		300,993		68.5	%		30.61	N	S
	77 CityPoint	Route 128 Mass Turnpike MA	1		209,707		100.0	%		41.97	N	S
	195 West Street	Route 128 Mass Turnpike MA	1		63,500		100.0	%		38.62	N	S
	200 West Street	Route 128 Mass Turnpike MA	1		256,245		78.4	%		32.06	N	S
	Weston Corporate Center	Route 128 Mass Turnpike MA	1		356,995		100.0	%		48.18	N	S
	Waltham Weston Corporate Center	Route 128 Mass Turnpike MA	1		306,687		96.2	%		31.97	N	S
	10 & 20 Burlington Mall Road	Route 128 Northwest MA	2		152,229		74.8	%		24.73	N	S
	32 Hartwell Avenue	Route 128 Northwest MA	1		69,154		100.0	%		24.60	N	S
	91 Hartwell Avenue	Route 128 Northwest MA	1		120,458		60.9	%		27.06	N	S
	92 Hayden Avenue	Route 128 Northwest MA	1		31,100		100.0	%		36.89	N	S
	100 Hayden Avenue	Route 128 Northwest MA	1		55,924		100.0	%		37.16	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		84.8	%		27.64	N	S
	191 Spring Street	Route 128 Northwest MA	1		158,900		100.0	%		31.67	N	S
	181 Spring Street	Route 128 Northwest MA	1		55,792		100.0	%		30.09	N	S
	201 Spring Street	Route 128 Northwest MA	1		106,300		100.0	%		34.11	N	S
	40 Shattuck Road	Route 128 Northwest MA	1		121,216		87.7	%		19.43	N	S
	Quorum Office Park	Route 128 Northwest MA	2		267,527		82.5	%		16.95	N	S

			46		13,154,092		91.0	%	$	46.44

Office/Technical
	Seven Cambridge Center	East Cambridge MA	1		231,028		100.0	%	$	87.25	N	CBD
	Fourteen Cambridge Center	East Cambridge MA	1		67,362		100.0	%		24.69	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	%	$	73.13


		Total Boston:	50		13,546,622		90.6	%	$	47.09

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

(2)	Not included in Same Property analysis.

Boston Properties, Inc.

First Quarter 2013

In-Service Property Listing (continued)

as of March 31, 2013


		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		98.3	%	$	86.94	Y	CBD
	601 Lexington Avenue	Park Avenue NY	1		1,629,868		98.8	%		88.22	Y	CBD
	399 Park Avenue	Park Avenue NY	1		1,710,782		97.4	%		84.98	N	CBD
	Times Square Tower	Times Square NY	1		1,245,817		99.1	%		70.19	N	CBD
	767 Fifth Avenue (The GM Building) (60% ownership)	Plaza District NY	1		1,818,168		95.0	%		131.99	Y	CBD
(2)	510 Madison Avenue	Fifth/Madison Avenue NY	1		355,598		57.3	%		109.28	N	CBD
	540 Madison Avenue (60% ownership)	Fifth/Madison Avenue NY	1		294,228		64.7	%		107.06	Y	CBD
	125 West 55th Street (60% ownership)	Sixth/Rock Center NY	1		587,666		93.7	%		70.75	Y	CBD

		Total New York:	8		8,687,255		94.5	%	$	93.68


Princeton
Office
	101 Carnegie Center	Princeton NJ	1		123,659		87.7	%	$	29.37	N	S
	104 Carnegie Center	Princeton NJ	1		102,886		90.2	%		33.53	N	S
	105 Carnegie Center	Princeton NJ	1		69,955		100.0	%		30.23	N	S
	201 Carnegie Center	Princeton NJ	—		6,500		100.0	%		30.91	N	S
	202 Carnegie Center	Princeton NJ	1		130,582		100.0	%		35.88	N	S
	206 Carnegie Center	Princeton NJ	1		161,763		100.0	%		26.90	N	S
	210 Carnegie Center	Princeton NJ	1		162,372		94.4	%		34.84	N	S
	211 Carnegie Center	Princeton NJ	1		47,025		100.0	%		32.83	N	S
	212 Carnegie Center	Princeton NJ	1		150,395		63.8	%		35.15	N	S
	214 Carnegie Center	Princeton NJ	1		150,774		65.1	%		31.79	N	S
	302 Carnegie Center	Princeton NJ	1		64,926		100.0	%		16.79	N	S
	502 Carnegie Center	Princeton NJ	1		122,460		83.3	%		35.31	N	S
	504 Carnegie Center	Princeton NJ	1		121,990		100.0	%		33.08	N	S
	506 Carnegie Center	Princeton NJ	1		149,110		72.8	%		32.26	N	S
	508 Carnegie Center	Princeton NJ	1		132,675		23.7	%		36.93	N	S
	510 Carnegie Center	Princeton NJ	1		234,160		100.0	%		30.57	N	S
	701 Carnegie Center	Princeton NJ	1		120,000		100.0	%		36.78	N	S

			16		2,051,232		85.2	%	$	32.09


	One Tower Center	East Brunswick NJ	1		414,648		44.1	%	$	31.79	N	S

			1		414,648		44.1	%	$	31.79


		Total Princeton:	17		2,465,880		78.3	%	$	32.06


San Francisco
Office
	Embarcadero Center One	CBD San Francisco CA	1		833,594		93.2	%	$	46.62	N	CBD
	Embarcadero Center Two	CBD San Francisco CA	1		779,768		98.6	%		51.66	N	CBD
	Embarcadero Center Three	CBD San Francisco CA	1		775,086		95.5	%		44.55	N	CBD
	Embarcadero Center Four	CBD San Francisco CA	1		935,038		89.9	%		54.78	Y	CBD

			4		3,323,486		94.1	%	$	49.52


	611 Gateway	South San Francisco CA	1		257,664		81.0	%	$	34.76	N	S
	601 and 651 Gateway	South San Francisco CA	2		506,277		99.3	%		34.75	N	S
(2)	303 Almaden	San Jose CA	1		158,499		91.5	%		38.30	N	CBD
(3)	North First Business Park	San Jose CA	5		190,636		87.2	%		14.94	N	S
	3200 Zanker Road	San Jose CA	4		543,900		49.9	%		15.18	N	S
	2440 West El Camino Real	Mountain View CA	1		140,042		100.0	%		48.60	N	S

			14		1,797,018		79.8	%	$	30.47

Office/Technical
(2)	453 Ravendale Avenue	Mountain View CA	1		29,620		100.0	%	$	18.97	N	S

			1		29,620		100.0	%	$	18.97


		Total San Francisco:	19		5,150,124		89.1	%	$	43.34

(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.

First Quarter 2013

In-Service Property Listing (continued)

as of March 31, 2013


		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		90.6	%	$	53.80	N	CBD
	500 E Street, S. W.	Southwest Washington DC	1		248,336		100.0	%		45.23	N	CBD
	Metropolitan Square (51% ownership)	East End Washington DC	1		588,917		97.8	%		54.80	Y	CBD
	1301 New York Avenue	East End Washington DC	1		201,281		100.0	%		46.91	N	CBD
	Market Square North (50% ownership)	East End Washington DC	1		408,455		84.0	%		61.02	Y	CBD
	505 9th Street, N.W. (50% ownership)	East End Washington DC	1		321,943		100.0	%		69.22	Y	CBD
	901 New York Avenue (25% ownership)	East End Washington DC	1		539,229		99.8	%		63.16	Y	CBD
(3)	601 Massachusetts Avenue	East End Washington DC	1		211,000		100.0	%		28.31	N	CBD
	2200 Pennsylvania Avenue	CBD Washington DC	1		458,761		95.0	%		72.85	N	CBD
	1333 New Hampshire Avenue	CBD Washington DC	1		315,371		91.8	%		52.31	N	CBD
	1330 Connecticut Avenue	CBD Washington DC	1		252,136		100.0	%		59.97	N	CBD
(2)	500 North Capitol (30% ownership)	CBD Washington DC	1		231,411		81.9	%		59.35	Y	CBD
	Sumner Square	CBD Washington DC	1		208,892		100.0	%		47.37	N	CBD
	Annapolis Junction (50% ownership)	Anne Arundel County MD	1		117,599		93.5	%		143.69	Y	S
(2)	Annapolis Junction Building Six (50% ownership)	Anne Arundel County MD	1		119,339		48.9	%		26.95	Y	S
	One Preserve Parkway	Montgomery County MD	1		183,612		92.7	%		37.21	N	S
	2600 Tower Oaks Boulevard	Montgomery County MD	1		179,437		65.5	%		36.10	N	S
	Wisconsin Place Office	Montgomery County MD	1		299,186		100.0	%		49.80	N	S
(2)	Fountain Square (50% ownership)	Fairfax County VA	2		521,536		97.5	%		42.12	Y	S
(2)	Fountain Square Retail (50% ownership)	Fairfax County VA	1		236,676		98.9	%		53.45	Y	S
	Democracy Tower	Fairfax County VA	1		259,441		100.0	%		53.32	N	S
	Kingstowne One	Fairfax County VA	1		151,195		83.5	%		38.37	N	S
	Kingstowne Two	Fairfax County VA	1		156,251		71.8	%		40.81	Y	S
	Kingstowne Retail	Fairfax County VA	1		88,288		100.0	%		33.42	Y	S
	One Freedom Square	Fairfax County VA	1		436,083		89.9	%		42.64	N	S
	Two Freedom Square	Fairfax County VA	1		421,142		92.3	%		45.18	N	S
	One Reston Overlook	Fairfax County VA	1		319,519		100.0	%		34.03	N	S
	Two Reston Overlook	Fairfax County VA	1		134,615		100.0	%		32.59	N	S
	One and Two Discovery Square	Fairfax County VA	2		366,990		93.8	%		39.67	N	S
	New Dominion Technology Park - Building One	Fairfax County VA	1		235,201		100.0	%		33.50	Y	S
	New Dominion Technology Park - Building Two	Fairfax County VA	1		257,400		100.0	%		39.18	Y	S
	Reston Corporate Center	Fairfax County VA	2		261,046		100.0	%		37.48	N	S
	South of Market	Fairfax County VA	3		623,665		100.0	%		49.66	N	S
(2)	One and Two Patriots Park	Fairfax County VA	2		522,775		100.0	%		33.50	N	S
	Three Patriots Park	Fairfax County VA	1		182,423		100.0	%		35.55	N	S

			41		10,690,184		94.8	%	$	49.10

Office/Technical
(3)	6601 Springfield Center Drive	Fairfax County VA	1		26,388		37.2	%	$	12.15	N	S
	7435 Boston Boulevard	Fairfax County VA	1		103,557		100.0	%		21.66	N	S
	7451 Boston Boulevard	Fairfax County VA	1		47,001		100.0	%		24.07	N	S
	7450 Boston Boulevard	Fairfax County VA	1		62,402		100.0	%		20.61	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	%		20.84	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	%		14.45	N	S
	7375 Boston Boulevard	Fairfax County VA	1		26,865		100.0	%		23.27	N	S
	8000 Corporate Court	Fairfax County VA	1		52,539		100.0	%		21.26	N	S
	7300 Boston Boulevard	Fairfax County VA	1		32,000		100.0	%		29.90	N	S

			12		756,325		97.8	%	$	20.32


		Total Washington, DC:	53		11,446,509		95.0	%	$	47.15


		Total In-Service Properties:	147		41,296,390		91.7	%	$	55.99

(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.

First Quarter 2013

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION

TOP 20 TENANTS BY SQUARE FEET LEASED


Tenant		Sq. Ft.			% of Portfolio

1	US Government		2,631,998	(1)		6.37	%
2	Citibank		1,018,432	(2)		2.47	%
3	Bank of America		875,718	(3)		2.12	%
4	Wellington Management		707,568			1.71	%
5	Kirkland & Ellis		639,683	(4)		1.55	%
6	Biogen		577,021			1.40	%
7	Genentech		568,097			1.38	%
8	Ropes & Gray		528,931			1.28	%
9	O’Melveny & Myers		504,902			1.22	%
10	Weil Gotshal Manges		490,065	(5)		1.19	%
11	Shearman & Sterling		472,808			1.14	%
12	Manufactures Investment (ManuLife)		440,974			1.07	%
13	State Street Bank and Trust		408,552			0.99	%
14	Finnegan Henderson Farabow		362,405			0.88	%
15	Microsoft		359,859	(6)		0.87	%
16	Ann Inc. (fka Ann Taylor Corp.)		351,026			0.85	%
17	Parametric Technology		320,655			0.78	%
18	Lockheed Martin		316,918			0.77	%
19	Mass Financial Services		301,668			0.73	%
20	Bingham McCutchen		301,385			0.73	%

	Total % of Portfolio Square Feet					29.49	%
	Total % of Portfolio Revenue					31.92	%

Notable Signed Deals (7)


Tenant	Property	Sq. Ft.
Arnold & Porter	601 Massachusetts Avenue		376,000
Blue Cross and Blue Shield of Massachusetts	101 Huntington Avenue		331,000
Kaye Scholer	250 West 55th Street		246,000
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		195,191

(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.

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.

First Quarter 2013

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

2013		1,300,846	$	50,910,649	$	39.14	$	50,998,696	$	39.20		3.42	%
2014		2,760,256		127,382,428		46.15		128,722,617		46.63		7.25	%
2015		2,796,888		139,319,115		49.81		143,040,472		51.14		7.35	%
2016		3,009,224		133,803,977		44.46		138,279,944		45.95		7.90	%
2017		3,823,089		247,049,772		64.62		254,952,996		66.69		10.04	%
2018		1,215,211		75,634,620		62.24		81,073,368		66.72		3.19	%
2019		3,270,305		188,124,043		57.52		202,145,527		61.81		8.59	%
2020		3,200,446		197,970,684		61.86		213,309,478		66.65		8.41	%
2021		2,440,917		138,327,260		56.67		163,809,702		67.11		6.41	%
2022		3,495,104		194,186,950		55.56		221,077,187		63.25		9.18	%
Thereafter		7,267,995		419,838,606		57.77		490,993,351		67.56		19.09	%

Occupancy By Location (4)


	CBD						Suburban						Total
Location	31-Mar-13			31-Mar-12			31-Mar-13			31-Mar-12			31-Mar-13			31-Mar-12

Boston		97.5	%		95.1	%		79.9	%		82.5	%		91.0	%		90.4	%
New York		94.5	%		97.7	%		n/a			n/a			94.5	%		97.7	%
Princeton		n/a			n/a			78.3	%		75.5	%		78.3	%		75.5	%
San Francisco		94.0	%		92.2	%		78.7	%		76.3	%		89.1	%		87.1	%
Washington, DC		95.0	%		97.3	%		94.6	%		95.9	%		94.8	%		96.6	%

Total Portfolio		95.5	%		96.0	%		85.5	%		85.1	%		91.8	%		92.1	%

(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 approximately 2,100,000 square feet of retail space.

Boston Properties, Inc.

First Quarter 2013

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

2013		161,268	$	3,274,827	$	20.31	$	3,302,410	$	20.48		13.68	%
2014		273,532		5,321,850		19.46		5,413,081		19.79		23.21	%
2015		177,374		4,278,023		24.12		4,325,168		24.38		15.05	%
2016		258,932		20,051,699		77.44		20,106,726		77.65		21.97	%
2017		13,408		270,215		20.15		290,384		21.66		1.14	%
2018		—		—		—		—		—		0.00	%
2019		32,000		956,948		29.90		780,308		24.38		2.72	%
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	%
2022		—		—		—		—		—		0.00	%
Thereafter		—		—		—		—		—		0.00	%

Occupancy By Location


	CBD						Suburban						Total
Location	31-Mar-13			31-Mar-12			31-Mar-13			31-Mar-12			31-Mar-13			31-Mar-12

Boston		100.0	%		100.0	%		0.0	%		76.2	%		76.0	%		85.4	%
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	%		100.0	%		100.0	%		100.0	%
Washington, DC		n/a			n/a			97.8	%		100.0	%		97.8	%		100.0	%

Total Portfolio		100.0	%		100.0	%		87.4	%		91.1	%		90.6	%		92.8	%

(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.

First Quarter 2013

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

2013		57,586	$	4,800,328	$	83.36	$	4,987,828	$	86.62		2.82	%
2014		101,334		9,771,440		96.43		9,922,668		97.92		4.97	%
2015		126,968		12,656,824		99.69		12,824,917		101.01		6.22	%
2016		223,701		21,015,483		93.94		21,746,256		97.21		10.96	%
2017		197,138		25,012,437		126.88		25,293,873		128.31		9.66	%
2018		256,034		12,393,283		48.40		12,975,510		50.68		12.55	%
2019		57,632		4,463,149		77.44		4,882,345		84.72		2.82	%
2020		133,762		6,026,220		45.05		8,503,152		63.57		6.55	%
2021		121,877		7,463,693		61.24		8,646,361		70.94		5.97	%
2022		236,873		17,727,628		74.84		20,258,641		85.53		11.61	%
Thereafter		527,966		27,645,035		52.36		35,274,393		66.81		25.87	%

(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.

First Quarter 2013

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

2013		1,519,700	$	58,985,804	$	38.81	$	59,288,934	$	39.01		3.68	%
2014		3,135,122		142,475,719		45.45		144,058,365		45.95		7.59	%
2015		3,101,230		156,253,962		50.38		160,190,557		51.65		7.51	%
2016		3,491,857		174,871,158		50.08		180,132,925		51.59		8.46	%
2017		4,033,635		272,332,424		67.52		280,537,254		69.55		9.77	%
2018		1,471,245		88,027,903		59.83		94,048,878		63.92		3.56	%
2019		3,359,937		193,544,140		57.60		207,808,180		61.85		8.14	%
2020		3,414,179		205,278,174		60.13		223,093,901		65.34		8.27	%
2021		2,620,115		146,791,447		56.02		173,456,556		66.20		6.34	%
2022		3,731,977		211,914,579		56.78		241,335,828		64.67		9.04	%
Thereafter		7,795,961		447,483,641		57.40		526,267,745		67.51		18.88	%

Occupancy By Location (4)


	CBD						Suburban						Total
Location	31-Mar-13			31-Mar-12			31-Mar-13			31-Mar-12			31-Mar-13			31-Mar-12

Boston		97.6	%		95.3	%		78.4	%		82.0	%		90.6	%		90.1	%
New York		94.5	%		97.7	%		n/a			n/a			94.5	%		97.7	%
Princeton		n/a			n/a			78.3	%		75.5	%		78.3	%		75.5	%
San Francisco		94.0	%		92.2	%		79.1	%		76.7	%		89.1	%		87.2	%
Washington, DC		95.0	%		97.3	%		95.0	%		96.5	%		95.0	%		96.8	%

Total Portfolio		95.6	%		96.0	%		85.6	%		85.6	%		91.7	%		92.1	%

(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 approximately 2,100,000 square feet of retail space.

Boston Properties, Inc.

First Quarter 2013

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

2013		357,802	$	14,634,010	$	40.90	$	14,657,898	$	40.97		—	$	—	$	—	$	—	$	—
2014		1,074,188		44,177,038		41.13		44,212,519		41.16		67,362		1,663,455		24.69		1,663,455		24.69
2015		1,061,350		45,108,050		42.50		46,507,731		43.82		—		—		—		—		—
2016		937,800		36,544,289		38.97		37,573,642		40.07		225,532		19,323,348		85.68		19,323,348		85.68
2017		731,639		30,342,733		41.47		31,257,361		42.72		—		—		—		—		—
2018		323,313		12,267,441		37.94		13,280,202		41.08		—		—		—		—		—
2019		942,148		42,151,966		44.74		45,166,886		47.94		—		—		—		—		—
2020		244,200		11,260,965		46.11		11,827,416		48.43		—		—		—		—		—
2021		676,921		24,439,078		36.10		25,552,529		37.75		—		—		—		—		—
2022		1,628,408		76,518,570		46.99		84,445,010		51.86		—		—		—		—		—
Thereafter		3,063,680		162,476,462		53.03		194,071,219		63.35		—		—		—		—		—

	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

2013		16,710	$	3,037,728	$	181.79	$	3,201,228	$	191.58		374,512	$	17,671,738	$	47.19	$	17,859,126	$	47.69
2014		28,947		4,130,835		142.70		4,169,474		144.04		1,170,497		49,971,329		42.69		50,045,448		42.76
2015		31,639		4,880,769		154.26		4,942,747		156.22		1,092,989		49,988,819		45.74		51,450,478		47.07
2016		18,554		2,427,706		130.85		2,459,098		132.54		1,181,886		58,295,343		49.32		59,356,089		50.22	(4)
2017		47,142		3,004,209		63.73		3,037,056		64.42		778,781		33,346,943		42.82		34,294,417		44.04
2018		173,845		7,563,181		43.51		7,728,046		44.45		497,158		19,830,622		39.89		21,008,249		42.26
2019		16,026		2,226,445		138.93		2,401,557		149.85		958,174		44,378,412		46.32		47,568,443		49.64
2020		92,818		3,842,554		41.40		6,059,915		65.29		337,018		15,103,519		44.82		17,887,331		53.08
2021		37,719		2,297,972		60.92		2,597,952		68.88		714,640		26,737,050		37.41		28,150,482		39.39
2022		126,266		5,639,891		44.67		6,303,368		49.92		1,754,674		82,158,461		46.82		90,748,379		51.72
Thereafter		220,937		11,331,699		51.29		12,650,698		57.26		3,284,617		173,808,161		52.92		206,721,916		62.94

(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 $40.57 per square foot and $41.68 per square foot, respectively, in 2016.

Boston Properties, Inc.

First Quarter 2013

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 2013		3,417	$	119,630	$	35.01	$	119,630	$	35.01	(4)		—	$	—	$	—	$	—	$	—
Q2 2013		115,445		4,514,888		39.11		4,514,888		39.11			—		—		—		—		—
Q3 2013		74,291		3,191,305		42.96		3,215,193		43.28			—		—		—		—		—
Q4 2013		164,649		6,808,187		41.35		6,808,187		41.35			—		—		—		—		—

Total 2013		357,802	$	14,634,010	$	40.90	$	14,657,898	$	40.97			—	$	—	$	—	$	—	$	—


Q1 2014		236,706	$	10,658,956	$	45.03	$	10,668,489	$	45.07			—	$	—	$	—	$	—	$	—
Q2 2014		169,553		6,855,422		40.43		6,880,779		40.58			—		—		—		—		—
Q3 2014		133,013		4,534,488		34.09		4,456,082		33.50			—		—		—		—		—
Q4 2014		534,916		22,128,173		41.37		22,207,169		41.52			67,362		1,663,455		24.69		1,663,455		24.69

Total 2014		1,074,188	$	44,177,038	$	41.13	$	44,212,519	$	41.16			67,362	$	1,663,455	$	24.69	$	1,663,455	$	24.69


	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 2013		—	$	—	$	—	$	—	$	—			3,417	$	119,630	$	35.01	$	119,630	$	35.01	(4)
Q2 2013		1,169		428,908		366.90		434,908		372.03			116,614		4,943,796		42.39		4,949,796		42.45
Q3 2013		951		365,540		384.37		399,140		419.71			75,242		3,556,845		47.27		3,614,333		48.04
Q4 2013		14,590		2,243,280		153.75		2,367,180		162.25			179,239		9,051,467		50.50		9,175,367		51.19

Total 2013		16,710	$	3,037,728	$	181.79	$	3,201,228	$	191.58			374,512	$	17,671,738	$	47.19	$	17,859,126	$	47.69


Q1 2014		11,561	$	2,436,012	$	210.71	$	2,431,573	$	210.33			248,267	$	13,094,968	$	52.75	$	13,100,061	$	52.77
Q2 2014		4		248,100		62,025.00		252,228		63,057.00			169,557		7,103,522		41.89		7,133,007		42.07
Q3 2014		174		60,960		350.34		93,360		536.55			133,187		4,595,448		34.50		4,549,442		34.16
Q4 2014		17,208		1,385,763		80.53		1,392,313		80.91			619,486		25,177,391		40.64		25,262,937		40.78

Total 2014		28,947	$	4,130,835	$	142.70	$	4,169,474	$	144.04			1,170,497	$	49,971,329	$	42.69	$	50,045,448	$	42.76

(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 March 31, 2013.

Boston Properties, Inc.

First Quarter 2013

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

2013		40,212	$	3,270,113	$	81.32	$	3,270,113	$	81.32		—	$	—	$	—	$	—	$	—
2014		141,779		17,330,163		122.23		17,366,445		122.49		—		—		—		—		—
2015		235,519		24,875,495		105.62		24,662,317		104.71		—		—		—		—		—
2016		236,016		22,643,292		95.94		23,002,895		97.46		—		—		—		—		—
2017		1,412,245		136,033,331		96.32		139,143,118		98.53		—		—		—		—		—
2018		282,986		33,933,486		119.91		34,329,157		121.31		—		—		—		—		—
2019		1,012,279		87,008,745		85.95		92,069,910		90.95		—		—		—		—		—
2020		1,350,830		107,803,860		79.81		114,034,312		84.42		—		—		—		—		—
2021		496,333		51,200,226		103.16		63,409,991		127.76		—		—		—		—		—
2022		843,505		69,253,393		82.10		78,361,872		92.90		—		—		—		—		—
Thereafter		1,798,414		146,899,981		81.68		167,072,049		92.90		—		—		—		—		—

	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

2013		1,990	$	215,552	$	108.32	$	215,552	$	108.32		42,202	$	3,485,665	$	82.59	$	3,485,665	$	82.59
2014		12,872		1,621,470		125.97		1,659,145		128.90		154,651		18,951,632		122.54		19,025,590		123.02
2015		3,000		2,357,166		785.72		2,357,166		785.72		238,519		27,232,661		114.17		27,019,483		113.28
2016		98,808		12,838,103		129.93		13,401,086		135.63		334,824		35,481,395		105.97		36,403,981		108.73
2017		78,027		17,918,666		229.65		17,958,292		230.15		1,490,272		153,951,997		103.30		157,101,410		105.42
2018		—		—		—		—		—		282,986		33,933,486		119.91		34,329,157		121.31
2019		3,877		378,275		97.57		445,664		114.95		1,016,156		87,387,019		86.00		92,515,574		91.04
2020		4,928		493,880		100.22		572,369		116.15		1,355,758		108,297,740		79.88		114,606,681		84.53
2021		2,056		248,915		121.07		311,772		151.64		498,389		51,449,141		103.23		63,721,763		127.86
2022		59,437		9,565,871		160.94		11,048,210		185.88		902,942		78,819,264		87.29		89,410,083		99.02
Thereafter		57,068		7,220,526		126.52		11,281,234		197.68		1,855,482		154,120,507		83.06		178,353,283		96.12

(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.

First Quarter 2013

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 2013		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2013		16,878		1,343,895		79.62		1,343,895		79.62		—		—		—		—		—
Q3 2013		17,809		1,494,680		83.93		1,494,680		83.93		—		—		—		—		—
Q4 2013		5,525		431,538		78.11		431,538		78.11		—		—		—		—		—

Total 2013		40,212	$	3,270,113	$	81.32	$	3,270,113	$	81.32		—	$	—	$	—	$	—	$	—


Q1 2014		45,317	$	5,564,707	$	122.80	$	5,564,707	$	122.80		—	$	—	$	—	$	—	$	—
Q2 2014		61,135		9,008,877		147.36		9,013,689		147.44		—		—		—		—		—
Q3 2014		—		—		—		—		—		—		—		—		—		—
Q4 2014		35,327		2,756,579		78.03		2,788,050		78.92		—		—		—		—		—

Total 2014		141,779	$	17,330,163	$	122.23	$	17,366,445	$	122.49		—	$	—	$	—	$	—	$	—


	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 2013		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2013		—		—		—		—		—		16,878		1,343,895		79.62		1,343,895		79.62
Q3 2013		—		—		—		—		—		17,809		1,494,680		83.93		1,494,680		83.93
Q4 2013		1,990		215,552		108.32		215,552		108.32		7,515		647,090		86.11		647,090		86.11

Total 2013		1,990	$	215,552	$	108.32	$	215,552	$	108.32		42,202	$	3,485,665	$	82.59	$	3,485,665	$	82.59


Q1 2014		4,845	$	639,341	$	131.96	$	639,341	$	131.96		50,162	$	6,204,048	$	123.68	$	6,204,048	$	123.68
Q2 2014		850		75,323		88.61		75,323		88.61		61,985		9,084,199		146.55		9,089,011		146.63
Q3 2014		—		—		—		—		—		—		—		—		—		—
Q4 2014		7,177		906,806		126.35		944,481		131.60		42,504		3,663,385		86.19		3,732,531		87.82

Total 2014		12,872	$	1,621,470	$	125.97	$	1,659,145	$	128.90		154,651	$	18,951,632	$	122.54	$	19,025,590	$	123.02

(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.

First Quarter 2013

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

2013		183,388	$	5,887,239	$	32.10	$	5,912,221	$	32.24		—	$	—	$	—	$	—	$	—
2014		427,989		14,036,680		32.80		14,166,963		33.10		—		—		—		—		—
2015		241,053		8,012,135		33.24		8,131,290		33.73		—		—		—		—		—
2016		94,202		3,258,478		34.59		3,312,407		35.16		—		—		—		—		—
2017		197,387		6,800,045		34.45		7,089,174		35.92		—		—		—		—		—
2018		64,479		1,400,818		21.73		2,148,346		33.32		—		—		—		—		—
2019		204,737		6,612,039		32.30		7,173,198		35.04		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
2021		58,125		1,802,103		31.00		1,989,868		34.23		—		—		—		—		—
2022		29,737		917,214		30.84		976,687		32.84		—		—		—		—		—
Thereafter		412,449		13,228,865		32.07		14,554,691		35.29		—		—		—		—		—


	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

2013		—	$	—	$	—	$	—	$	—		183,388	$	5,887,239	$	32.10	$	5,912,221	$	32.24
2014		—		—		—		—		—		427,989		14,036,680		32.80		14,166,963		33.10
2015		—		—		—		—		—		241,053		8,012,135		33.24		8,131,290		33.73
2016		—		—		—		—		—		94,202		3,258,478		34.59		3,312,407		35.16
2017		—		—		—		—		—		197,387		6,800,045		34.45		7,089,174		35.92
2018		—		—		—		—		—		64,479		1,400,818		21.73		2,148,346		33.32
2019		—		—		—		—		—		204,737		6,612,039		32.30		7,173,198		35.04
2020		—		—		—		—		—		—		—		—		—		—
2021		—		—		—		—		—		58,125		1,802,103		31.00		1,989,868		34.23
2022		—		—		—		—		—		29,737		917,214		30.84		976,687		32.84
Thereafter		—		—		—		—		—		412,449		13,228,865		32.07		14,554,691		35.29

(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.

First Quarter 2013

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 2013		53,340	$	2,053,773	$	38.50	$	2,053,773	$	38.50	(4)		—	$	—	$	—	$	—	$	—
Q2 2013		62,059		1,586,990		25.57		1,611,972		25.97			—		—		—		—		—
Q3 2013		7,607		245,936		32.33		245,936		32.33			—		—		—		—		—
Q4 2013		60,382		2,000,541		33.13		2,000,541		33.13			—		—		—		—		—

Total 2013		183,388	$	5,887,239	$	32.10	$	5,912,221	$	32.24			—	$	—	$	—	$	—	$	—


Q1 2014		39,954	$	1,423,447	$	35.63	$	1,424,958	$	35.66			—	$	—	$	—	$	—	$	—
Q2 2014		69,712		2,375,216		34.07		2,376,957		34.10			—		—		—		—		—
Q3 2014		286,845		9,138,650		31.86		9,264,084		32.30			—		—		—		—		—
Q4 2014		31,478		1,099,367		34.92		1,100,964		34.98			—		—		—		—		—

Total 2014		427,989	$	14,036,680	$	32.80	$	14,166,963	$	33.10			—	$	—	$	—	$	—	$	—


	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 2013		—	$	—	$	—	$	—	$	—		53,340	$	2,053,773	$	38.50	$	2,053,773	$	38.50	(4)
Q2 2013		—		—		—		—		—		62,059		1,586,990		25.57		1,611,972		25.97
Q3 2013		—		—		—		—		—		7,607		245,936		32.33		245,936		32.33
Q4 2013		—		—		—		—		—		60,382		2,000,541		33.13		2,000,541		33.13

Total 2013		—	$	—	$	—	$	—	$	—		183,388	$	5,887,239	$	32.10	$	5,912,221	$	32.24


Q1 2014		—	$	—	$	—	$	—	$	—		39,954	$	1,423,447	$	35.63	$	1,424,958	$	35.66
Q2 2014		—		—		—		—		—		69,712		2,375,216		34.07		2,376,957		34.10
Q3 2014		—		—		—		—		—		286,845		9,138,650		31.86		9,264,084		32.30
Q4 2014		—		—		—		—		—		31,478		1,099,367		34.92		1,100,964		34.98

Total 2014		—	$	—	$	—	$	—	$	—		427,989	$	14,036,680	$	32.80	$	14,166,963	$	33.10

(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 March 31, 2013.

Boston Properties, Inc.

First Quarter 2013

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

2013		294,406	$	8,273,327	$	28.10	$	8,281,666	$	28.13		8,320	$	158,928	$	19.10	$	158,928	$	19.10
2014		451,408		19,136,625		42.39		19,540,667		43.29		10,150		187,704		18.49		193,530		19.07
2015		516,204		20,820,013		40.33		21,660,298		41.96		11,150		215,315		19.31		223,539		20.05
2016		1,247,198		50,259,468		40.30		51,626,509		41.39		—		—		—		—		—
2017		509,965		20,526,366		40.25		21,926,968		43.00		—		—		—		—		—
2018		92,217		5,475,454		59.38		5,926,967		64.27		—		—		—		—		—
2019		139,780		6,511,836		46.59		7,271,564		52.02		—		—		—		—		—
2020		469,990		27,390,560		58.28		29,223,199		62.18		—		—		—		—		—
2021		176,517		7,967,419		45.14		9,449,655		53.53		—		—		—		—		—
2022		162,128		7,397,100		45.63		8,491,692		52.38		—		—		—		—		—
Thereafter		228,741		11,419,034		49.92		13,172,256		57.59		—		—		—		—		—


	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

2013		30,429	$	1,052,075	$	34.57	$	1,076,075	$	35.36		333,155	$	9,484,330	$	28.47	$	9,516,669	$	28.57
2014		14,581		912,174		62.56		847,106		58.10		476,139		20,236,502		42.50		20,581,303		43.23
2015		34,639		1,972,590		56.95		2,009,016		58.00		561,993		23,007,918		40.94		23,892,853		42.51
2016		37,757		1,875,334		49.67		1,908,771		50.55		1,284,955		52,134,802		40.57		53,535,280		41.66
2017		15,967		1,026,343		64.28		1,080,524		67.67		525,932		21,552,708		40.98		23,007,491		43.75
2018		22,663		1,159,516		51.16		1,224,799		54.04		114,880		6,634,971		57.76		7,151,766		62.25
2019		5,642		312,638		55.41		349,198		61.89		145,422		6,824,473		46.93		7,620,762		52.40
2020		13,451		477,528		35.50		514,197		38.23		483,441		27,868,088		57.65		29,737,396		61.51
2021		15,458		909,441		58.83		990,606		64.08		191,975		8,876,861		46.24		10,440,261		54.38
2022		27,445		1,025,380		37.36		1,115,821		40.66		189,573		8,422,480		44.43		9,607,513		50.68
Thereafter		27,788		1,366,286		49.17		1,475,374		53.09		256,529		12,785,320		49.84		14,647,630		57.10

(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.

First Quarter 2013

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 2013		4,043	$	202,078	$	49.98	$	202,078	$	49.98	(4)		—	$	—	$	—	$	—	$	—
Q2 2013		10,705		439,725		41.08		439,725		41.08			—		—		—		—		—
Q3 2013		5,344		154,932		28.99		157,616		29.49			4,920		96,516		19.62		96,516		19.62
Q4 2013		274,314		7,476,591		27.26		7,482,246		27.28			3,400		62,412		18.36		62,412		18.36

Total 2013		294,406	$	8,273,327	$	28.10	$	8,281,666	$	28.13			8,320	$	158,928	$	19.10	$	158,928	$	19.10


Q1 2014		36,070	$	1,339,439	$	37.13	$	1,388,335	$	38.49			—	$	—	$	—	$	—	$	—
Q2 2014		257,531		9,946,747		38.62		10,126,828		39.32			—		—		—		—		—
Q3 2014		57,875		3,306,364		57.13		3,350,670		57.89			10,150		187,704		18.49		193,530		19.07
Q4 2014		99,932		4,544,075		45.47		4,674,834		46.78			—		—		—		—		—

Total 2014		451,408	$	19,136,625	$	42.39	$	19,540,667	$	43.29			10,150	$	187,704	$	18.49	$	193,530	$	19.07


	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 2013		417	$	9,000	$	21.58	$	9,000	$	21.58	(4)		4,460	$	211,078	$	47.33	$	211,078	$	47.33	(4)
Q2 2013		625		65,160		104.26		65,160		104.26			11,330		504,885		44.56		504,885		44.56
Q3 2013		711		36,000		50.63		36,000		50.63			10,975		287,448		26.19		290,132		26.44
Q4 2013		28,676		941,915		32.85		965,915		33.68			306,390		8,480,918		27.68		8,510,573		27.78

Total 2013		30,429	$	1,052,075	$	34.57	$	1,076,075	$	35.36			333,155	$	9,484,330	$	28.47	$	9,516,669	$	28.57


Q1 2014		4,622	$	253,082	$	54.76	$	255,183	$	55.21			40,692	$	1,592,520	$	39.14	$	1,643,518	$	40.39
Q2 2014		5,067		379,520		74.90		310,772		61.33			262,598		10,326,267		39.32		10,437,600		39.75
Q3 2014		4,892		279,572		57.15		281,151		57.47			72,917		3,773,640		51.75		3,825,351		52.46
Q4 2014		—		—		—		—		—			99,932		4,544,075		45.47		4,674,834		46.78

Total 2014		14,581	$	912,174	$	62.56	$	847,106	$	58.10			476,139	$	20,236,502	$	42.50	$	20,581,303	$	43.23

(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 March 31, 2013.

Boston Properties, Inc.

First Quarter 2013

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

2013		425,038	$	18,845,961	$	44.34	$	18,876,798	$	44.41	(4)		152,948	$	3,115,899	$	20.37	$	3,143,482	$	20.55
2014		664,892		32,701,922		49.18		33,436,021		50.29	(4)		196,020		3,470,691		17.71		3,556,096		18.14
2015		742,762		40,503,422		54.53		42,078,835		56.65	(4)		166,224		4,062,708		24.44		4,101,629		24.68
2016		494,008		21,098,451		42.71		22,764,490		46.08			33,400		728,351		21.81		783,378		23.45
2017		971,853		53,347,296		54.89		55,536,374		57.14			13,408		270,215		20.15		290,384		21.66
2018		452,216		22,557,420		49.88		25,388,696		56.14			—		—		—		—		—
2019		971,361		45,839,458		47.19		50,463,969		51.95			32,000		956,948		29.90		780,308		24.38
2020		1,135,426		51,515,299		45.37		58,224,550		51.28			79,971		1,281,270		16.02		1,281,270		16.02
2021		1,033,021		52,918,433		51.23		63,407,658		61.38			57,321		1,000,494		17.45		1,000,494		17.45
2022		831,326		40,100,674		48.24		48,801,924		58.70			—		—		—		—		—
Thereafter		1,764,711		85,814,265		48.63		102,123,137		57.87			—		—		—		—		—

	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

2013		8,457	$	494,973	$	58.53	$	494,973	$	58.53			586,443	$	22,456,833	$	38.29	$	22,515,253	$	38.39
2014		44,934		3,106,962		69.15		3,246,943		72.26			905,846		39,279,575		43.36		40,239,061		44.42
2015		57,690		3,446,299		59.74		3,515,989		60.95			966,676		48,012,429		49.67		49,696,452		51.41
2016		68,582		3,874,339		56.49		3,977,300		57.99			595,990		25,701,141		43.12		27,525,168		46.18
2017		56,002		3,063,219		54.70		3,218,002		57.46			1,041,263		56,680,730		54.43		59,044,761		56.70
2018		59,526		3,670,586		61.66		4,022,664		67.58			511,742		26,228,006		51.25		29,411,360		57.47
2019		32,087		1,545,791		48.17		1,685,927		52.54			1,035,448		48,342,197		46.69		52,930,204		51.12
2020		22,565		1,212,258		53.72		1,356,672		60.12			1,237,962		54,008,828		43.63		60,862,492		49.16
2021		66,644		4,007,365		60.13		4,746,031		71.21			1,156,986		57,926,291		50.07		69,154,182		59.77
2022		23,725		1,496,487		63.08		1,791,241		75.50			855,051		41,597,161		48.65		50,593,166		59.17
Thereafter		222,173		7,726,524		34.78		9,867,087		44.41			1,986,884		93,540,789		47.08		111,990,224		56.36

(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 109,900 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) $36.30 per square foot and $36.38 per square foot, respectively, for 2013, (ii) $44.51 per square foot and $45.58 per square foot, respectively, for 2014 and (iii) $48.44 per square foot and $50.59 per square foot, respectively, for 2015.

Boston Properties, Inc.

First Quarter 2013

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 2013		22,641	$	1,332,438	$	58.85	$	1,332,438	$	58.85	(4)		—	$	—	$	—	$	—	$	—
Q2 2013		219,467		6,615,544		30.14		6,617,885		30.15			100,409		1,998,874		19.91		1,998,874		19.91
Q3 2013		110,877		4,901,262		44.20		4,920,137		44.37			—		—		—		—		—
Q4 2013		72,053		5,996,717		83.23		6,006,338		83.36	(5)		52,539		1,117,025		21.26		1,144,608		21.79

Total 2013		425,038	$	18,845,961	$	44.34	$	18,876,798	$	44.41			152,948	$	3,115,899	$	20.37	$	3,143,482	$	20.55


Q1 2014		41,451	$	2,044,254	$	49.32	$	2,097,775	$	50.61			—	$	—	$	—	$	—	$	—
Q2 2014		51,340		5,363,025		104.46		5,441,910		106.00	(6)		55,375		1,122,007		20.26		1,148,839		20.75
Q3 2014		195,236		9,769,438		50.04		9,996,005		51.20			103,750		1,499,687		14.45		1,535,929		14.80
Q4 2014		376,865		15,525,206		41.20		15,900,331		42.19			36,895		848,997		23.01		871,328		23.62

Total 2014		664,892	$	32,701,922	$	49.18	$	33,436,021	$	50.29			196,020	$	3,470,691	$	17.71	$	3,556,096	$	18.14


	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 2013		—	$	—	$	—	$	—	$	—			22,641	$	1,332,438	$	58.85	$	1,332,438	$	58.85	(4)
Q2 2013		6,497		310,190		47.74		310,190		47.74			326,373		8,924,608		27.34		8,926,950		27.35
Q3 2013		—		—		—		—		—			110,877		4,901,262		44.20		4,920,137		44.37
Q4 2013		1,960		184,783		94.28		184,783		94.28			126,552		7,298,525		57.67		7,335,728		57.97

Total 2013		8,457	$	494,973	$	58.53	$	494,973	$	58.53			586,443	$	22,456,833	$	38.29	$	22,515,253	$	38.39


Q1 2014		15,995	$	1,459,225	$	91.23	$	1,579,530	$	98.75			57,446	$	3,503,479	$	60.99	$	3,677,305	$	64.01
Q2 2014		2,207		166,383		75.39		169,914		76.99			108,922		6,651,415		61.07		6,760,663		62.07
Q3 2014		5,260		313,904		59.68		327,085		62.18			304,246		11,583,029		38.07		11,859,019		38.98
Q4 2014		21,472		1,167,450		54.37		1,170,414		54.51			435,232		17,541,652		40.30		17,942,073		41.22

Total 2014		44,934	$	3,106,962	$	69.15	$	3,246,943	$	72.26			905,846	$	39,279,575	$	43.36	$	40,239,061	$	44.42

(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 March 31, 2013.

(5)	Includes 29,838 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from Q4 2013, the current and future expiring rental rate would be $41.74 per square foot and $41.97 per square foot, respectively.

(6)	Includes 30,826 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from Q2 2014, the current and future expiring rental rate would be $43.02 per square foot and $44.18 per square foot, respectively.

Boston Properties, Inc.

First Quarter 2013

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

2013		191,116	$	11,184,158	$	58.52	$	11,347,658	$	59.38	(4)		132,844	$	5,992,686	$	45.11	$	6,025,025	$	45.35
2014		867,031		40,328,372		46.51		40,447,255		46.65			232,034		11,243,219		48.46		11,396,426		49.12
2015		633,575		36,780,779		58.05		37,229,587		58.76			271,629		12,847,413		47.30		13,131,614		48.34
2016		558,530		37,006,385		66.26		37,437,157		67.03	(5)		991,555		45,906,321		46.30		46,441,092		46.84
2017		295,200		18,630,381		63.11		18,767,421		63.58			259,774		12,710,574		48.93		13,175,940		50.72
2018		292,354		14,000,013		47.89		14,604,398		49.95			107,232		6,391,193		59.60		6,839,916		63.79
2019		673,534		33,103,797		49.15		35,299,579		52.41			145,422		6,824,473		46.93		7,620,762		52.40
2020		318,905		14,795,598		46.40		17,534,128		54.98			469,281		27,225,121		58.01		28,994,975		61.79
2021		390,352		19,559,361		50.11		20,757,808		53.18			191,975		8,876,861		46.24		10,440,261		54.38
2022		1,274,292		64,248,344		50.42		72,740,838		57.08			189,573		8,422,480		44.43		9,607,513		50.68
Thereafter		2,828,534		153,367,348		54.22		183,291,513		64.80			256,529		12,785,320		49.84		14,647,630		57.10

	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

2013		42,202	$	3,485,665	$	82.59	$	3,485,665	$	82.59			323,824	$	11,058,270	$	34.15	$	11,079,487	$	34.21
2014		154,651		18,951,632		122.54		19,025,590		123.02			197,550		10,134,134		51.30		10,260,959		51.94
2015		238,519		27,232,661		114.17		27,019,483		113.28			338,283		20,504,998		60.61		21,055,180		62.24
2016		334,824		35,481,395		105.97		36,403,981		108.73			63,655		3,302,384		51.88		3,511,043		55.16
2017		1,490,272		153,951,997		103.30		157,101,410		105.42			775,779		44,914,246		57.90		46,055,329		59.37
2018		282,986		33,933,486		119.91		34,329,157		121.31			117,558		7,484,746		63.67		8,217,836		69.90
2019		1,016,156		87,387,019		86.00		92,515,574		91.04			420,626		24,238,275		57.62		27,466,848		65.30
2020		1,355,758		108,297,740		79.88		114,606,681		84.53			429,090		22,061,149		51.41		25,234,077		58.81
2021		498,389		51,449,141		103.23		63,721,763		127.86			555,155		32,219,409		58.04		38,778,547		69.85
2022		902,942		78,819,264		87.29		89,410,083		99.02			294,990		19,462,729		65.98		22,923,536		77.71
Thereafter		1,855,482		154,120,507		83.06		178,353,283		96.12			891,443		54,995,349		61.69		69,804,670		78.31

	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

2013		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
2014		—		—		—		—		—			—		—		—		—		—
2015		—		—		—		—		—			—		—		—		—		—
2016		—		—		—		—		—			—		—		—		—		—
2017		—		—		—		—		—			—		—		—		—		—
2018		—		—		—		—		—			—		—		—		—		—
2019		—		—		—		—		—			—		—		—		—		—
2020		—		—		—		—		—			—		—		—		—		—
2021		—		—		—		—		—			—		—		—		—		—
2022		—		—		—		—		—			—		—		—		—		—
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 $54.19 per square foot and $54.19 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 $52.78 per square foot and $54.09 per square foot, respectively, in 2016.

Boston Properties, Inc.

First Quarter 2013

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 Lease 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

2013		183,396	$	6,487,580	$	35.37	$	6,511,468	$	35.50		200,311	$	3,491,644	$	17.43	$	3,491,644	$	17.43
2014		303,466		9,642,957		31.78		9,598,192		31.63		244,105		8,993,283		36.84		9,184,877		37.63
2015		459,414		13,208,040		28.75		14,220,891		30.95		290,364		10,160,505		34.99		10,761,239		37.06
2016		623,356		21,288,958		34.15		21,918,931		35.16		293,400		6,228,480		21.23		7,094,188		24.18
2017		483,581		14,716,562		30.43		15,526,996		32.11		266,158		8,842,134		33.22		9,831,552		36.94
2018		204,804		5,830,609		28.47		6,403,851		31.27		7,648		243,778		31.87		311,850		40.78
2019		284,640		11,274,615		39.61		12,268,864		43.10		—		—		—		—		—
2020		18,113		307,921		17.00		353,204		19.50		14,160		642,968		45.41		742,421		52.43
2021		324,288		7,177,689		22.13		7,392,674		22.80		—		—		—		—		—
2022		480,382		17,910,117		37.28		18,007,540		37.49		—		—		—		—		—
Thereafter		456,083		20,440,814		44.82		23,430,403		51.37		—		—		—		—		—

	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

2013		—	$	—	$	—	$	—	$	—		262,619	$	11,398,562	$	43.40	$	11,435,766	$	43.55	(4)
2014		—		—		—		—		—		708,296		29,145,441		41.15		29,978,102		42.32	(4)
2015		—		—		—		—		—		628,393		27,507,431		43.77		28,641,273		45.58	(4)
2016		—		—		—		—		—		532,335		22,398,756		42.08		24,014,125		45.11
2017		—		—		—		—		—		265,484		11,766,485		44.32		12,989,432		48.93
2018		—		—		—		—		—		394,184		18,743,260		47.55		21,193,524		53.77
2019		—		—		—		—		—		614,822		24,103,922		39.20		25,463,356		41.42
2020		—		—		—		—		—		808,872		31,947,678		39.50		35,628,416		44.05
2021		—		—		—		—		—		601,831		25,706,882		42.71		30,375,635		50.47
2022		—		—		—		—		—		560,061		22,134,431		39.52		27,669,629		49.40
Thereafter		—		—		—		—		—		1,095,441		38,545,440		35.19		42,185,554		38.51

	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

2013		183,388	$	5,887,239	$	32.10	$	5,912,221	$	32.24		—	$	—	$	—	$	—	$	—
2014		427,989		14,036,680		32.80		14,166,963		33.10		—		—		—		—		—
2015		241,053		8,012,135		33.24		8,131,290		33.73		—		—		—		—		—
2016		94,202		3,258,478		34.59		3,312,407		35.16		—		—		—		—		—
2017		197,387		6,800,045		34.45		7,089,174		35.92		—		—		—		—		—
2018		64,479		1,400,818		21.73		2,148,346		33.32		—		—		—		—		—
2019		204,737		6,612,039		32.30		7,173,198		35.04		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
2021		58,125		1,802,103		31.00		1,989,868		34.23		—		—		—		—		—
2022		29,737		917,214		30.84		976,687		32.84		—		—		—		—		—
Thereafter		412,449		13,228,865		32.07		14,554,691		35.29		—		—		—		—		—

(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 109,900 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) $29.57 per square foot and $29.73 per square foot, respectively, for 2013, (ii) $36.41 per square foot and $37.56 per square foot, respectively, for 2014 and (iii) $36.41 per square foot and $37.43 per square foot, respectively, for 2015.

Boston Properties, Inc.

First Quarter 2013

HOTEL PERFORMANCE

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


*Cambridge Center Marriott*	First Quarter 2013			First Quarter 2012			Percent Change

Occupancy		73.5	%		75.3	%		-2.4	%
Average Daily Rate	$	194.79		$	182.66			6.6	%
Revenue per available room	$	143.17		$	137.58			4.1	%

Rental Revenue	$	8,291		$	6,816			21.6	%
Operating expenses and real estate taxes		7,044			6,099			15.5	%

Net Operating Income	$	1,247		$	717			73.9	%


Less: Straight line rent and fair value lease revenue		1			26			-96.2	%

Rental Revenue - cash basis		8,290			6,790			22.1	%
Less: Operating expenses and real estate taxes		7,044			6,099			15.5	%
Add: Straight line ground rent expense		—			—			—

Net Operating Income - cash basis	$	1,246		$	691			80.3	%

RESIDENTIAL PERFORMANCE

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


*Residences on The Avenue* *located at 2221 I Street, NW, Washington, DC*	First Quarter 2013			First Quarter 2012			Percent Change

Average Rental Rate (1)	$	3,365		$	3,201			5.1	%

Average Rental Rate Per Occupied Square Foot (1)	$	4.12		$	3.92			5.1	%
Physical Occupancy (1) (2)		92.7	%		87.2	%		6.3	%
Economic Occupancy (2)		92.4	%		76.2	%		21.3	%

Rental Revenue (3)	$	4,511		$	3,598			25.4	%
Operating expenses and real estate taxes		2,290			2,325			-1.5	%

Net Operating Income (3)	$	2,221		$	1,273			74.5	%


Less: Straight line rent and fair value lease revenue		96			109			-11.9	%

Rental Revenue - cash basis		4,415			3,489			26.5	%
Less: Operating expenses and real estate taxes		2,290			2,325			-1.5	%
Add: Straight line ground rent expense		542			557			-2.7	%

Net Operating Income - cash basis	$	2,667		$	1,721			55.0	%


*The Lofts at Atlantic Wharf* *Boston, MA*	First Quarter 2013			First Quarter 2012			Percent Change

Average Rental Rate (4)	$	3,781		$	3,664			3.2	%

Average Rental Rate Per Occupied Square Foot (4)	$	4.19		$	4.14			1.2	%
Physical Occupancy (2) (4)		98.8	%		93.0	%		6.2	%
Economic Occupancy (2)		99.1	%		87.2	%		13.7	%

Rental Revenue (5)	$	1,067		$	883			20.8	%
Operating expenses and real estate taxes		443			390			13.6	%

Net Operating Income (5)	$	624		$	493			26.6	%


Less: Straight line rent and fair value lease revenue		18			31			-41.9	%

Rental Revenue - cash basis		1,049			852			23.1	%
Less: Operating expenses and real estate taxes		443			390			13.6	%
Add: Straight line ground rent expense		—			—			—

Net Operating Income - cash basis	$	606		$	462			31.2	%

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

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

(3)	Includes 49,528 square feet of retail space, which had revenue of approximately $885,000 and $863,000 for the quarter ended March 31, 2013 and March 31, 2012, respectively.

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

(5)	Includes 9,617 square feet of retail space, which had revenue of approximately $70,000 and $37,000 for the quarter ended March 31, 2013 and March 31, 2012, respectively.

Boston Properties, Inc.

First Quarter 2013

OCCUPANCY ANALYSIS

Same Property Occupancy⁽¹⁾ - By Location


	CBD						Suburban						Total
Location	31-Mar-13			31-Mar-12			31-Mar-13			31-Mar-12			31-Mar-13			31-Mar-12
Boston		97.8	%		95.5	%		78.4	%		81.2	%		90.0	%		89.8	%
New York		96.1	%		97.7	%		n/a			n/a			96.1	%		97.7	%
Princeton		n/a			n/a			78.3	%		75.5	%		78.3	%		75.5	%
San Francisco		94.0	%		92.2	%		78.7	%		76.3	%		89.1	%		87.1	%
Washington, DC		95.7	%		97.3	%		95.1	%		96.5	%		95.4	%		96.8	%

Total Portfolio		96.3	%		96.1	%		84.7	%		85.4	%		91.8	%		92.0	%

Same Property Occupancy⁽¹⁾ - By Type of Property


	CBD						Suburban						Total
	31-Mar-13			31-Mar-12			31-Mar-13			31-Mar-12			31-Mar-13			31-Mar-12
Total Office Portfolio		96.2	%		96.1	%		84.5	%		85.0	%		91.9	%		92.0	%
Total Office/Technical Portfolio		100.0	%		100.0	%		87.0	%		92.5	%		90.4	%		94.4	%

Total Portfolio		96.3	%		96.1	%		84.7	%		85.4	%		91.8	%		92.0	%

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

Boston Properties, Inc.

First Quarter 2013

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office			Office/Technical			Hotel & Residential (1)			Total
Number of Properties		121			16			3			140
Square feet		36,865,181			1,148,855			744,407			38,758,443
Percent of properties in-service		91.9	%		97.5	%		100.0	%		92.9	%
Occupancy @ 3/31/2012		92.0	%		94.4	%		—			92.0	%
Occupancy @ 3/31/2013		91.9	%		90.4	%		—			91.8	%
Percent change from 1st quarter 2013 over 1st quarter 2012 (2):
Rental revenue		3.2	%		-7.1	%		22.8	%
Operating expenses and real estate taxes		4.0	%		1.5	%		10.9	%
Consolidated Net Operating Income (3) - excluding hotel & residential											2.3	% (2)
Consolidated Net Operating Income (3) - Hotel & residential											64.8	% (2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)											-9.3	% (2)
Portfolio Net Operating Income (3)											0.8	%

Rental revenue - cash basis		4.8	%		-6.6	%		23.6	%
Consolidated Net Operating Income (3) - cash basis (5) excluding hotel & residential		3.9	%		-9.5	%					3.4	% (2)
Consolidated Net Operating Income (3) - cash basis (5) - Hotel & residential											57.2	% (2)
Net Operating Income - cash basis (5) - BXP’s share of unconsolidated joint ventures											-3.4	% (2)
Portfolio Net Operating Income (3) - cash basis (5)											3.1	%

Same Property Lease Analysis - quarter ended March 31, 2013


	Office			Office/Technical			Total
Vacant space available @ 1/1/2013 (sf)		3,165,952			80,708			3,246,660
Square footage of leases expiring or terminated 1/1/2013-3/31/2013		803,171			31,060			834,231

Total space for lease (sf)		3,969,123			111,768			4,080,891

New tenants (sf)		511,871			—			511,871
Renewals (sf)		439,604			31,060			470,664

Total space leased (sf)		951,475			31,060			982,535

Space available @ 3/31/2013 (sf)		3,017,648			80,708			3,098,356

Net (increase)/decrease in available space (sf)		148,304			—			148,304

Second generation leasing information: (6)
Average lease term (months)		123			12			120
Average free rent period (days)		93			—			90
Total transaction costs per square foot (7)	$	38.21		$	0.29		$	36.97
Increase (decrease) in gross rents (8)		-2.58	%		3.93	%		-2.47	%
Increase (decrease) in net rents (9)		-4.41	%		4.87	%		-4.21	%

(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)	Second generation leases are defined as leases for space that had previously been under lease by the Company. Of the 982,535 square feet of second generation leases that commenced in Q1 2013, 612,819 square feet were signed in prior periods.

(7)	Total transaction costs include tenant improvements and leasing commissions and exclude free rent concessions.

(8)	Represents the increase/(decrease) in gross rent (base rent plus expense reimbursements) on the new vs. expired leases on the 906,139 square feet of second generation leases (1) that had been occupied within the prior 12 months and (2) for which the new lease term is greater than six months.

(9)	Represents the increase/(decrease) in net rent (gross rent less operating expenses) on the new vs. expired leases on the 906,139 square feet of second generation leases (1) that had been occupied within the prior 12 months and (2) for which the new lease term is greater than six months.

Boston Properties, Inc.

First Quarter 2013

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	March 31, 2013			March 31, 2012
	*(in thousands)*
Net income attributable to Boston Properties, Inc.	$	48,000		$	48,454
Net income attributable to noncontrolling interests:
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		1,819			61
Noncontrolling interest - common units of the Operating Partnership		4,358			5,973
Noncontrolling interest - redeemable preferred units of the Operating Partnership		1,180			801
Noncontrolling interests in property partnerships		2,574			546
Discontinued operations:
Impairment loss from discontinued operations		3,241			—
Gain on forgiveness of debt from discontinued operations		(20,182	)		—
Income from discontinued operations		(61	)		(570	)


Income from continuing operations		40,929			55,265

Add:
Interest expense		100,433			103,237
Depreciation and amortization		120,595			108,462
Impairment loss		8,306			—
Transaction costs		443			2,104
General and administrative expense		43,571			27,619
Subtract:
Gains from early extinguishment of debt		—			(767	)
Gains from investments in securities		(735	)		(801	)
Interest and other income		(1,471	)		(1,646	)
Income from unconsolidated joint ventures		(8,721	)		(11,721	)
Development and management services income		(8,736	)		(8,145	)

Consolidated Net Operating Income		294,614			273,607
Net Operating Income from unconsolidated joint ventures (BXP’s share) (1)		51,338			55,883

Combined Net Operating Income		345,952			329,490

Subtract:
Net Operating Income from Value-Added Fund (BXP’s share)		(1,434	)		(1,388	)

Portfolio Net Operating Income	$	344,518		$	328,102


Same Property Net Operating Income		322,292			319,628
Net operating income from non Same Properties (2)		21,750			5,087
Termination income		476			3,387

Portfolio Net Operating Income	$	344,518		$	328,102


Same Property Net Operating Income		322,292			319,628
Less straight-line rent and fair value lease revenue		(28,294	)		(37,741	)
Add straight-line ground rent expense		1,801			5,032

Same Property Net Operating Income - cash basis	$	295,799		$	286,919

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

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

Boston Properties, Inc.

First Quarter 2013

Same Property Net Operating Income by Reportable Segment

(in thousands)


	Office										Office/Technical
	For the three months ended				$			%			For the three months ended						$			%
	31-Mar-13		31-Mar-12		Change			Change			31-Mar-13			31-Mar-12			Change			Change

Rental Revenue	$	416,500	$	403,694							$	9,696		$	10,481
Less Termination Income		476		436								—			49

Rental revenue - subtotal		416,024		403,258	$	12,766			3.2	%		9,696			10,432		$	(736	)		(7.1	%)

Operating expenses and real estate taxes		153,872		147,958		5,914			4.0	%		2,791			2,751			40			1.5	%

Net Operating Income (1)	$	262,152	$	255,300	$	6,852			2.7	%	$	6,905		$	7,681		$	(776	)		(10.1	%)


Rental revenue - subtotal	$	416,024	$	403,258							$	9,696		$	10,432

Less straight line rent and fair value lease revenue		14,914		20,504		(5,590	)		(27.3	%)		(99	)		(54	)		(45	)		(83.3	%)

Rental revenue - cash basis		401,110		382,754		18,356			4.8	%		9,795			10,486			(691	)		(6.6	%)
Less:
Operating expenses and real estate taxes		153,872		147,958		5,914			4.0	%		2,791			2,751			40			1.5	%
Add:
Straight line ground rent expense (2)		1,259		4,475		(3,216	)		(71.9	%)		—			—			—			0.0	%

Net Operating Income (3) - cash basis	$	248,497	$	239,271	$	9,226			3.9	%	$	7,004		$	7,735		$	(731	)		(9.5	%)


	Sub-Total										Hotel & Residential
	For the three months ended				$			%			For the three months ended						$			%
	31-Mar-13		31-Mar-12		Change			Change			31-Mar-13			31-Mar-12			Change			Change

Rental Revenue	$	426,196	$	414,175							$	13,869		$	11,297
Less Termination Income		476		485								—			—

Rental revenue - subtotal		425,720		413,690	$	12,030			2.9	%		13,869			11,297		$	2,572			22.8	%

Operating expenses and real estate taxes		156,663		150,709		5,954			4.0	%		9,777			8,814			963			10.9	%

Net Operating Income (1)	$	269,057	$	262,981	$	6,076			2.3	%	$	4,092		$	2,483		$	1,609			64.8	%


Rental revenue - subtotal	$	425,720	$	413,690							$	13,869		$	11,297

Less straight line rent and fair value lease revenue		14,815		20,450		(5,635	)		(27.6	%)		115			166			(51	)		(30.7	%)

Rental revenue - cash basis		410,905		393,240		17,665			4.5	%		13,754			11,131			2,623			23.6	%
Less:
Operating expenses and real estate taxes		156,663		150,709		5,954			4.0	%		9,777			8,814			963			10.9	%
Add:
Straight line ground rent expense (2)		1,259		4,475		(3,216	)		(71.9	%)		542			557			(15	)		(2.7	%)

Net Operating Income (3) - cash basis	$	255,501	$	247,006	$	8,495			3.4	%	$	4,519		$	2,874		$	1,645			57.2	%


	Unconsolidated Joint Ventures (4)										Total
	For the three months ended				$			%			For the three months ended						$			%
	31-Mar-13		31-Mar-12		Change			Change			31-Mar-13			31-Mar-12			Change			Change

Rental Revenue	$	70,996	$	74,975							$	511,061		$	500,447
Less Termination Income		—		331								476			816

Rental revenue - subtotal		70,996		74,644	$	(3,648	)		(4.9	%)		510,585			499,631		$	10,954			2.2	%

Operating expenses and real estate taxes		21,853		20,480		1,373			6.7	%		188,293			180,003			8,290			4.6	%

Net Operating Income (1)	$	49,143	$	54,164	$	(5,021	)		(9.3	%)	$	322,292		$	319,628		$	2,664			0.8	%


Rental revenue - subtotal	$	70,996	$	74,644							$	510,585		$	499,631

Less straight line rent and fair value lease revenue		13,364		17,125		(3,761	)		(22.0	%)		28,294			37,741			(9,447	)		(25.0	%)

Rental revenue - cash basis		57,632		57,519		113			0.2	%		482,291			461,890			20,401			4.4	%
Less:
Operating expenses and real estate taxes		21,853		20,480		1,373			6.7	%		188,293			180,003			8,290			4.6	%
Add:
Straight line ground rent expense (2)		—		—		—			0.0	%		1,801			5,032			(3,231	)		(64.2	%)

Net Operating Income (3) - cash basis	$	35,779	$	37,039	$	(1,260	)		(3.4	%)	$	295,799		$	286,919		$	8,880			3.1	%

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

(2)	For 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.

First Quarter 2013

LEASING ACTIVITY

All In-Service Properties - quarter ended March 31, 2013


	Office			Office/Technical			Total
Vacant space available @ 1/1/2013 (sf)		3,420,545			80,708			3,501,253
Property dispositions/ properties taken out of service (sf)		(32,148	)		—			—
Properties acquired vacant space (sf)		—			—			—
Properties placed in-service (sf)		374,909			—			374,909
Leases expiring or terminated 1/1/2013-3/31/2013 (sf)		839,958			31,060			871,018

Total space available for lease (sf)		4,603,264			111,768			4,747,180

1st generation leases (sf)		281,598			—			281,598
2nd generation leases with new tenants (sf)		538,616			—			538,616
2nd generation lease renewals (sf)		444,243			31,060			475,303

Total space leased (sf)		1,264,457			31,060			1,295,517	(1)

Vacant space available for lease @ 3/31/2013 (sf)		3,338,807			80,708			3,419,515

Net (increase)/decrease in available space (sf)		81,738			—			81,738

Second generation leasing information: (2)
Leases commencing during the period (sf)		982,859			31,060			1,013,919
Average lease term (months)		123			12			119
Average free rent period (days)		98			—			94
Total transaction costs per square foot (3)	$	39.04		$	0.29		$	37.81
Increase (decrease) in gross rents (4)		-2.56	%		3.93	%		-2.45	%
Increase (decrease) in net rents (5)		-4.37	%		4.87	%		-4.17	%


	All leases 1st Generation		All leases 2nd Generation		Incr (decr) in 2nd gen. gross cash rents (4)			Incr (decr) in 2nd gen. net cash rents (5)			Total Leased (6)		Total square feet of leases executed in the quarter (7)
Boston		—		261,647		-4.11	%		-7.19	%		261,647		350,382
New York		9,498		87,122		-1.68	%		-3.39	%		96,620		89,468
Princeton		—		266,356		-11.09	%		-18.11	%		266,356		82,208
San Francisco		—		109,647		10.89	%		18.58	%		109,647		88,758
Washington, DC		272,100		289,147		1.33	%		1.72	%		561,247		315,856

		281,598		1,013,919		-2.45	%		-4.17	%		1,295,517		926,672

(1)	Details of 1st and 2nd generation space is located in chart below.

(2)	Second generation leases are defined as leases for space that had previously been under lease by the Company. Of the 1,013,919 square feet of second generation leases that commenced in Q1 2013, 626,473 square feet were signed in prior periods.

(3)	Total transaction costs include tenant improvements and leasing commissions and exclude free rent concessions.

(4)	Represents the increase/(decrease) in gross rent (base rent plus expense reimbursements) on the new vs. expired leases on the 910,778 square feet of second generation leases (1) that had been occupied within the prior 12 months and (2) for which the new lease term is greater than six months.

(5)	Represents the increase/(decrease) in net rent (gross rent less operating expenses) on the new vs. expired leases on the 910,778 square feet of second generation leases (1) that had been occupied within the prior 12 months and (2) for which the new lease term is greater than six months.

(6)	Represents leases for which rental revenue has commenced in accordance with GAAP during the quarter.

(7)	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 387,446.

Boston Properties, Inc.

First Quarter 2013

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q1 2013		2012		2011			2010

Recurring capital expenditures	$	6,418	$	23,774	$	29,334		$	13,988

Planned non-recurring capital expenditures associated with acquisition properties		1,201		22,287		4,358			395

Hotel improvements, equipment upgrades and replacements		143		896		4,010	(1)		2,262	(2)

	$	7,762	$	46,957	$	37,702		$	16,645

2nd Generation Tenant Improvements and Leasing Commissions


	Q1 2013		2012		2011		2010
Office
Square feet		982,859		3,572,825		4,116,436		4,765,440

Tenant improvements and lease commissions PSF	$	39.04	$	45.31	$	30.32	$	35.77

Office/Technical
Square feet		31,060		59,788		184,849		149,617

Tenant improvements and lease commissions PSF	$	0.29	$	3.94	$	23.97	$	2.14


Average tenant improvements and lease commissions PSF	$	37.81	$	44.63	$	30.05	$	34.74

(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.

First Quarter 2013

ACQUISITIONS/DISPOSITIONS

as of March 31, 2013

ACQUISITIONS

For the period from January 1, 2013 through March 31, 2013


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

535 Mission Street	February 6, 2013		307,000	$	71,000,000	$	144,000,000	(1)	$	215,000,000		0	%
Transbay Tower (95% ownership interest)	March 26, 2013		N/A		191,800,000		38,200,000	(2)		230,000,000		N/A
Reston Signature Site	March 29, 2013		N/A		27,000,000		—			27,000,000		N/A

Total Acquisitions			307,000	$	289,800,000	$	182,200,000		$	472,000,000		0	%

(1)	The Company has commenced construction of this project (See Page 48).

(2)	Represents design, permitting, administrative and legal costs to prepare the project for construction.

DISPOSITIONS

For the period from January 1, 2013 through March 31, 2013


Property	Date Disposed	Square Feet		Gross Sales Price		Book Gain

Montvale Center	February 20, 2013		123,630	$	25,000,000	$	20,182,000	(1)

Total Dispositions			123,630	$	25,000,000	$	20,182,000

(1)

Boston Properties, Inc.

First Quarter 2013

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of March 31, 2013


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 3/31/2013 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)
Office
Seventeen Cambridge Center	Q3 2013	Q3 2013	Cambridge, MA		1		195,191	$	71,367,752	$	86,300,000	$	—		$	—	$	14,932,248		100	%		0	%
Cambridge Center Connector (5)	Q3 2013	Q3 2013	Cambridge, MA		—		42,500		12,722,985		24,600,000		—			—		11,877,015		100	%		0	%
Annapolis Junction Building Seven (50% ownership) (6)	Q4 2013	Q4 2014	Annapolis, MD		1		125,000		5,903,629		16,050,000		—	(6)		—		10,146,371		0	%		0	%
680 Folsom Street	Q1 2014	Q3 2015	San Francisco, CA		2		522,000		210,017,682		340,000,000		—			—		129,982,318		85	%		0	%
250 West 55th Street (7)	Q1 2014	Q4 2015	New York, NY		1		989,000		758,692,999		1,050,000,000		—			—		291,307,001		46	%		0	%
535 Mission Street (8)	Q4 2014	Q3 2016	San Francisco, CA		1		307,000		72,464,347		215,000,000		—			—		142,535,653		0	%		0	%

Total Office Properties under Construction					6		2,180,691	$	1,131,169,394	$	1,731,950,000	$	—		$	—	$	600,780,606		52	%		0	%


Residential
The Avant at Reston Town Center (359 units)	Q4 2013	Q4 2015	Reston, VA		1		355,668	$	78,209,209	$	137,250,000	$	—		$	—	$	59,040,792		N/A			N/A

Total Residential Properties under Construction					1		355,668	$	78,209,209	$	137,250,000	$	—		$	—	$	59,040,792		N/A			N/A



Total Properties under Construction					7		2,536,359	$	1,209,378,602	$	1,869,200,000	$	—		$	—	$	659,821,398		52	%		0	%

PROJECTS PLACED IN-SERVICE DURING 2013


	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 3/31/2013 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)
Annapolis Junction Building Six (50% ownership)	Q3 2012	Q2 2014	Annapolis, MD		1		120,000	$	11,137,714	$	14,000,000	$	9,500,000	$	6,996,571	$	358,857		49	%		100	%
500 North Capitol Street, N.W. (30% ownership)	Q4 2012	Q4 2013	Washington, DC		1		232,000		31,026,873		36,540,000		32,100,000		26,955,208		368,335		84	%		100	%
Two Patriots Park (9)	Q1 2013	Q1 2013	Reston, VA		1		255,951		54,686,950		64,000,000		—		—		9,313,050		100	%		100	%

Total Projects placed in Service					3		607,951	$	96,851,537	$	114,540,000	$	41,600,000	$	33,951,778	$	10,040,241		84	%		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 Square Feet (11)
6601 Springfield Center Drive	Fairfax County VA		1		26,388		37.2	%	$	12.15	N	S		386,000
North First Business Park	San Jose CA		5		190,636		87.2	%		14.94	N	S		683,000
601 Massachusetts Avenue (12)	East End Washington DC		1		211,000		100.0	%		28.31	N	CBD		478,000

Total Properties held for Re-Development			7		428,024		90.4	%	$	22.16				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 April 26, 2013, 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 project is part of a lease extension and space expansion with a tenant at Cambridge Center for approximately 292,000 square feet.

(6)	The joint venture closed on a $22.0 million construction loan for Annapolis Junction Building Seven on April 4, 2013, of which the Company’s share is $11.0 million.

(7)	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.

(8)	On February 6, 2013 the Company completed the acquisition of 535 Mission Street for an aggregate purchase price of approximately $71.0 million, including work completed and materials purchased to date.

(9)	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 Square Feet is Included in Approximate Developable Square Feet of Value Creation Pipeline - Owned Land Parcels on page 49.

(12)	The Company executed a lease with Arnold & Porter on December 21, 2012 for approximately 376,000 square feet, or 79% of the building, at 601 Massachusetts Avenue. Construction commenced on April 25, 2013.

Boston Properties, Inc.

First Quarter 2013

VALUE CREATION PIPELINE - OWNED LAND PARCELS

As of March 31, 2013


Location	Acreage		Approximate Developable Square Feet

San Jose, CA (1) (2)		44.0		2,409,364
Reston, VA (3)		38.3		1,160,000
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) (4)		0.2		TBD
San Francisco, CA (5)		1.3		1,422,000

		370.7		10,810,976

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

As of March 31, 2013


Location	Acreage		Approximate Developable Square Feet

Princeton, NJ (6)		143.1		1,780,000
Cambridge, MA (7)		—		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)	On March 29, 2013, the Company completed the acquisition of a parcel of land for a purchase price of approximately $27.0 million. The land parcel is commercially zoned for approximately 250,000 square feet of office space.

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

(5)	On March 26, 2013, the consolidated joint venture in which the Company has a 95% interest completed the acquisition of a land parcel in San Francisco which will support a 60-story, 1.4 million square foot office tower known as Transbay Tower.

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

(7)	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.

First Quarter 2013

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 adjustments. 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 plus (D) outstanding shares of 5.25% Series B Cumulative Redeemable Preferred Stock multiplied by the fixed liquidation preference of $2,500 per share. The calculation of total consolidated market capitalization does not include LTIP Units issued in the form of Outerperformance Awards (“OPP Awards”) or Multi-Year Long-Term Incentive Program Awards (“MYLTIP Awards”) because, unlike other LTIP Units, they are not earned until certain performance 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 plus (D) outstanding shares of 5.25% Series B Cumulative Redeemable Preferred Stock multiplied by the fixed liquidation preference of $2,500 per share. The calculation of total combined market capitalization does not include OPP Awards or MYLTIP Awards because, unlike other LTIP Units, they are not earned until certain performance thresholds are achieved.

We present this ratio because, following our acquisitions of 767 Fifth Avenue (The GM 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.

First Quarter 2013

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, impairment loss, depreciation and amortization and interest expense, less development and management services income, income from unconsolidated joint ventures, interest and other income, gains (losses) from investments in securities, gains (losses) from early extinguishment of debt and 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 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.

First Quarter 2013

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.

EX-99.2

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

FIRST QUARTER 2013 RESULTS

Reports diluted FFO per share of $1.06 Reports diluted EPS of $0.31

BOSTON, MA, April 30, 2013 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the first quarter ended March 31, 2013.

Funds from Operations (FFO) for the quarter ended March 31, 2013 were $160.6 million, or $1.06 per share basic and $1.06 per share diluted. This compares to FFO for the quarter ended March 31, 2012 of $166.7 million, or $1.12 per share basic and $1.12 per share diluted. The weighted average number of basic and diluted shares outstanding totaled 151,645,578 and 153,259,143, respectively, for the quarter ended March 31, 2013 and 148,343,382 and 150,140,431, respectively, for the quarter ended March 31, 2012.

The Company’s reported FFO of $1.06 per share diluted was lower than the guidance previously provided of $1.19-$1.21 per share. The Company’s reported FFO included the following items, among others, that were not reflected in the guidance: $0.12 per share of greater than expected general and administrative expense due to the recently announced CEO succession and transition plan and a $0.05 per share impairment charge on a parcel of land located in San Jose, California, offset by $0.03 per share of improvement in portfolio operations.

Net income available to common shareholders was $47.9 million for the quarter ended March 31, 2013, compared to $48.5 million for the quarter ended March 31, 2012. Net income available to common shareholders per share (EPS) for the quarter ended March 31, 2013 was $0.32 basic and $0.31 on a diluted basis. This compares to EPS for the first quarter of 2012 of $0.33 basic and $0.33 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 March 31, 2013. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of March 31, 2013, the Company’s portfolio consisted of 157 properties, comprised primarily of Class A office space, one hotel, three residential properties and four retail properties, aggregating approximately 44.6 million square feet, including seven properties under construction totaling 2.5 million square feet. In addition, the Company has structured parking for vehicles containing approximately 15.9 million square feet. The overall percentage of leased space for the 147 properties in service (excluding the two in-service residential properties and the hotel) as of March 31, 2013 was 91.7%.

Significant events during the first quarter included:

•

On January 7, 2013, the Company signed a 20-year lease with the General Services Administration for 100% of its approximately 182,000 net rentable square foot previously vacant Three Patriots Park property located in Reston, Virginia.

•

On January 28, 2013, the Company’s Compensation Committee approved a new equity-based, multi-year, long-term incentive program (the “2013 MYLTIP”) in lieu of a 2013 Outperformance Plan as a performance-based component of the Company’s overall compensation program. Under the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation,” the 2013 MYLTIP has an aggregate value of approximately $8.1 million, which amount will generally be amortized into earnings over the five-year plan period under the graded vesting method.

•

On February 5, 2013, the Company used available cash to repay the mortgage loan collateralized by its Kingstowne One property located in Alexandria, Virginia totaling approximately $17.0 million. The mortgage loan bore interest at a fixed rate of 5.96% per annum and was scheduled to mature on May 5, 2013. There was no prepayment penalty.

•

On February 6, 2013, the Company completed the acquisition of 535 Mission Street, a development site, in San Francisco, California for an aggregate purchase price of approximately $71.0 million in cash, including work completed and materials purchased to date. When completed, 535 Mission Street will consist of a 27-story, Class A office tower with approximately 307,000 net rentable square feet of office and retail space. The Company has commenced development of the project.

•

On February 7, 2013, the partner in the Company’s Transbay Tower joint venture issued a notice that it was electing under the joint venture agreement to reduce its nominal ownership interest in the venture from 50% to 5%. On February 26, 2013, the Company issued a notice to the partner electing to proceed with the venture on that basis. As a result, the Company has a 95% nominal interest in and is consolidating the joint venture. On March 26, 2013, the consolidated joint venture completed the acquisition of a land parcel in San Francisco, California which will support a 60-story, 1.4 million square foot office tower known as Transbay Tower. The purchase price for the land was approximately $192.0 million.

•

On February 28, 2013, a joint venture in which the Company has a 50% interest completed and fully 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 March 11, 2013, the Company announced that Owen D. Thomas would succeed Mortimer B. Zuckerman as the Company’s Chief Executive Officer, effective April 2, 2013. Mr. Zuckerman will continue to serve as Executive Chairman for a transition period and thereafter will continue to serve as the Non-Executive Chairman of the Board. In connection with succession planning, the Company and Mr. Zuckerman entered into a Transition Benefits Agreement to recognize his extraordinary services previously rendered and ensure a well-managed transition. If Mr. Zuckerman remains employed by the Company through July 1, 2014, he will be entitled to receive on January 1, 2015 a lump sum cash payment of $6,700,000 and an equity award with a targeted value of $11,062,500. The cash payment and equity award vest one-third on each of March 10, 2013, October 1, 2013 and July 1, 2014, subject to acceleration in certain circumstances. As a result, the Company recognized approximately $6.6 million of compensation expense in the first quarter of 2013. The Company expects to recognize the remaining approximately $11.2 million of compensation expense over the remaining vesting period and, accordingly, expects to expense approximately $2.6 million in each of the 2^nd and 3^rd quarters of 2013 and approximately $2.0 million in the 4^th quarter of 2013 and each of the 1^st and 2^nd quarters of 2014. In addition, the agreement provides that if Mr. Zuckerman terminates his employment with the Company for any reason, voluntarily or involuntarily, he will become fully vested in any outstanding equity awards with time-based vesting. As a result, during the first quarter of 2013, the Company accelerated the remaining approximately $12.9 million of stock-based compensation expense associated with Mr. Zuckerman’s unvested long-term equity awards.

•

On March 22, 2013, the Company completed and fully placed in-service Two Patriots Park, a Class A office redevelopment project with approximately 256,000 net rentable square feet located in Reston, Virginia. The property is 100% leased.

•

On March 27, 2013, the Company completed an underwritten public offering of 8,000,000 depositary shares, each representing a 1/100th of a share of its newly designated 5.25% Series B Cumulative Redeemable Preferred Stock, at a price of $25.00 per depositary share. The net proceeds from this offering were approximately $194 million, after deducting the underwriting discount and transaction expenses.

•

The impairment loss and operating results of this property through the execution date of the binding contract have been classified as discontinued operations on a historical basis for all periods. In addition, the Company recognized an impairment loss of approximately $8.3 million, which is included in FFO, to reduce the carrying value of its adjacent Almaden land parcel in San Jose, California to its estimated fair market value at March 31, 2013.

•

On March 29, 2013, the Company completed the acquisition of a parcel of land located in Reston, Virginia for a purchase price of approximately $27.0 million. The land parcel is commercially zoned for 250,000 square feet of office space.

•

On March 31, 2013, a joint venture in which the Company has a 30% interest completed and fully 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 84% leased.

Transactions completed subsequent to March 31, 2013:

•

On April 1, 2013, the Company was designated as the Owner’s Representative by Harvard Planning and Project Management to provide development management services for the new Health and Life Sciences Facility.

•

On April 1, 2013, the Company used available cash to repay the mortgage loan collateralized by its 140 Kendrick Street property located in Needham, Massachusetts totaling approximately $47.6 million. The mortgage loan bore interest at a fixed rate of 7.51% per annum and was scheduled to mature on July 1, 2013. There was no prepayment penalty.

•

On April 4, 2013, a joint venture in which the Company has a 50% interest obtained construction financing collateralized by its Annapolis Junction Building Seven development project located in Annapolis, Maryland totaling $22.0 million. The construction financing bears interest at a variable rate equal to LIBOR plus 1.65% per annum and matures on April 4, 2016, with two, one-year extension options, subject to certain conditions.

•

On April 10, 2013, the Company acquired the Mountain View Research Park and Mountain View Technology Park properties from its Value-Added Fund for an aggregate purchase price of approximately $233.5 million. In conjunction with the acquisition, the Value-Added Fund repaid the mortgage loans collateralized by the Mountain View Research Park and Mountain View Technology Park properties totaling approximately $90.0 million and $20.0 million, respectively, as well as the outstanding loans payable to the Company’s Operating Partnership totaling approximately $8.6 million and $3.7 million, respectively. Prior to the acquisition, the Company’s ownership interest in the properties was approximately 39.5%. As a result of the acquisition, the Company owns 100% of the properties and will account for them prospectively on a consolidated basis. The Company projects these properties’ annualized 2013 Unleveraged FFO Return to be 8.4% and annualized 2013 Unleveraged Cash Return to be 7.4%. The calculation of these returns and related disclosures are presented on the accompanying table entitled “Projected Annualized 2013 Returns on Operating Property Acquisition.” There can be no assurance that actual returns will not differ materially from these projections.

•

On April 10, 2013, a joint venture in which the Company has a 60% interest executed a binding contract for the sale of its 125 West 55th Street property located in New York City for a sale price of $470.0 million, subject to the assumption by the buyer of the mortgage loan collateralized by the property totaling approximately $199.0 million. 125 West 55th Street is a Class A office property totaling approximately 588,000 net rentable square feet. The sale is subject to the satisfaction of customary closing conditions and there can be no assurances that the sale will be consummated on the terms currently contemplated, or at all.

•

On April 11, 2013, the Company’s Operating Partnership completed a public offering of $500.0 million in aggregate principal amount of its 3.125% senior unsecured notes due 2023. The notes were priced at 99.379% of the principal amount to yield an effective rate (including financing fees) of 3.279% to maturity. The notes will mature on September 1, 2023, unless earlier redeemed. The aggregate net proceeds from the offering were approximately $492.5 million after deducting the underwriting discount and transaction expenses.

•

On April 15, 2013, the Company announced that holders of its Operating Partnership’s 3.75% Exchangeable Senior Notes due 2036 (the “Notes”) have the right to surrender their Notes for purchase by the Operating Partnership (the “Put Right”) on May 18, 2013. The opportunity to exercise the Put Right will expire at 5:00 p.m., New York City time, on May 13, 2013. On April 15, 2013, the Company also announced that the Operating Partnership issued a notice of redemption to the holders of the Notes to redeem, on May 18, 2013 (the “Redemption Date”), all of the Notes outstanding on the Redemption Date. In connection with the redemption, holders of the Notes have the right to exchange their Notes prior to 5:00 p.m., New York City time, on May 16, 2013. Notes with respect to which the Put Right is not exercised (or is exercised and subsequently withdrawn) and that are not surrendered for exchange prior to 5:00 p.m., New York City time, on May 16, 2013, will be redeemed by the Operating Partnership at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. As of April 30, 2012, there was approximately $450.0 million aggregate principal amount of the Notes outstanding.

•

On April 25, 2013, the Company commenced construction of its 601 Massachusetts Avenue development project totaling approximately 478,000 net rentable square feet located in Washington, DC. The project is currently approximately 79% pre-leased.

EPS and FFO per Share Guidance:

The Company’s guidance for the second quarter 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. Our prior full year 2013 FFO guidance, which was $5.06-$5.18 per share, has been updated to $4.97-$5.07 per share. The changes to our FFO estimates include approximately ($0.14) per share of additional general and administrative expense associated with CEO succession, an approximately ($0.05) per share impairment charge on a parcel of land in San Jose, California, approximately ($0.05) per share of dividends payable on the newly issued 5.25% Series B Cumulative Redeemable Preferred Stock, offset by approximately $0.08 per share of improvement in portfolio operations, approximately $0.06 per share of lower interest expense due to increased capitalized interest on development projects, and

approximately $0.01 per share from our acquisition and disposition activity, including the acquisition of the Mountain View Research Park and Technology Park properties and the expected dispositions of our joint venture interest in 125 West 55th Street and our 303 Almaden property. 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.


	Second Quarter 2013					Full Year 2013
	Low		-	High		Low		-	High
Projected EPS (diluted)	$	0.85	-	$	0.87	$	2.27	-	$	2.37
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.80	-		0.80		3.20	-		3.20
Less:
Projected Company Share of Gains on Sales of Real Estate		0.40	-		0.40		0.50	-		0.50


Projected FFO per Share (diluted)	$	1.25	-	$	1.27	$	4.97	-	$	5.07

Boston Properties will host a conference call on Wednesday, May 1, 2013 at 10:00 AM Eastern Time, open to the general public, to discuss the first quarter 2013 results, the 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 35668340. A replay of the conference call will be available through May 15, 2013, by dialing (855) 859-2056 (Domestic) or (404) 537-3406 (International) and entering the passcode 35668340. 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’ first quarter 2013 “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 four 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, satisfaction of 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 second quarter 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


	March 31, 2013			December 31, 2012
	(in thousands, except for share amounts)
	(unaudited)
ASSETS

Real estate	$	13,550,889		$	13,581,454
Construction in progress		1,145,517			1,036,780
Land held for future development		503,684			275,094
Less: accumulated depreciation		(2,929,385	)		(2,934,160	)

Total real estate		12,270,705			11,959,168

Cash and cash equivalents		909,376			1,041,978
Cash held in escrows		55,410			55,181
Investments in securities		13,825			12,172
Tenant and other receivables, net of allowance for doubtful accounts of $1,656 and $1,960, respectively		75,849			69,555
Related party notes receivable		282,307			282,491
Interest receivable from related party notes receivable		106,313			104,816
Accrued rental income, net of allowance of $1,589 and $1,571, respectively		612,041			598,199
Deferred charges, net		572,890			588,235
Prepaid expenses and other assets		71,756			90,610
Investments in unconsolidated joint ventures		652,807			659,916

Total assets	$	15,623,279		$	15,462,321


LIABILITIES AND EQUITY

Liabilities:
Mortgage notes payable	$	3,053,798		$	3,102,485
Unsecured senior notes, net of discount		4,639,843			4,639,528
Unsecured exchangeable senior notes, net of discount		1,177,877			1,170,356
Unsecured line of credit		—			—
Accounts payable and accrued expenses		210,359			199,102
Dividends and distributions payable		110,886			110,488
Accrued interest payable		99,491			72,461
Other liabilities		316,683			324,613

Total liabilities		9,608,937			9,619,033


Commitments and contingencies		—			—


Noncontrolling interest:
Redeemable preferred units of the Operating Partnership		110,876			110,876


Redeemable interest in property partnership		98,216			97,558


Equity:
Stockholders’ equity attributable to Boston Properties, Inc.
Excess stock, $0.01 par value, 150,000,000 shares authorized, none issued or outstanding		—			—
Series B - 5.25% cumulative redeemable preferred stock, $0.01 par value, liquidation preference $2,500 per share, 92,000 shares authorized, 80,000 shares issued and outstanding at March 31, 2013		200,000			—
Common stock, $0.01 par value, 250,000,000 shares authorized, 151,718,424 and 151,680,109 shares issued and 151,639,524 and 151,601,209 shares outstanding at March 31, 2013 and December 31, 2012, respectively		1,516			1,516
Additional paid-in capital		5,232,030			5,222,073
Dividends in excess of earnings		(160,697	)		(109,985	)
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(13,253	)		(13,817	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,256,874			5,097,065

Noncontrolling interests:
Common units of the Operating Partnership		540,103			539,753
Property partnerships		8,273			(1,964	)

Total equity		5,805,250			5,634,854



Total liabilities and equity	$	15,623,279		$	15,462,321

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended
	March 31,
	2013			2012
	(in thousands, except for per share amounts)
Revenue
Rental
Base rent	$	377,728		$	354,825
Recoveries from tenants		64,429			51,648
Parking and other		23,830			22,259

Total rental revenue		465,987			428,732
Hotel revenue		8,291			6,816
Development and management services		8,736			8,145

Total revenue		483,014			443,693


Expenses
Operating
Rental		172,620			155,842
Hotel		7,044			6,099
General and administrative		43,571			27,619
Transaction costs		443			2,104
Impairment loss		8,306			—
Depreciation and amortization		120,595			108,462

Total expenses		352,579			300,126


Operating income		130,435			143,567
Other income (expense)
Income from unconsolidated joint ventures		8,721			11,721
Interest and other income		1,471			1,646
Gains from investments in securities		735			801
Gains from early extinguishments of debt		—			767
Interest expense		(100,433	)		(103,237	)

Income from continuing operations		40,929			55,265
Discontinued operations
Income from discontinued operations		61			570
Gain on forgiveness of debt from discontinued operations		20,182			—
Impairment loss from discontinued operations		(3,241	)		—

Net income		57,931			55,835
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(2,574	)		(546	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(1,180	)		(801	)
Noncontrolling interest - common units of the Operating Partnership		(4,358	)		(5,973	)
Noncontrolling interest in discontinued operations—common units of the Operating Partnership		(1,819	)		(61	)

Net income attributable to Boston Properties, Inc.		48,000			48,454
Preferred dividends		(146	)		—

Net income attributable to Boston Properties, Inc. common shareholders	$	47,854		$	48,454


Basic earnings per common share attributable to Boston Properties, Inc. common shareholders:
Income from continuing operations	$	0.22		$	0.33
Discontinued operations		0.10			—

Net income	$	0.32		$	0.33


Weighted average number of common shares outstanding		151,646			148,343


Diluted earnings per common share attributable to Boston Properties, Inc. common shareholders:
Income from continuing operations	$	0.21		$	0.33
Discontinued operations		0.10			—

Net income	$	0.31		$	0.33


Weighted average number of common and common equivalent shares outstanding		151,952			148,746

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)

(Unaudited)


	Three months ended
	March 31,
	2013			2012
	(in thousands, except for per share amounts)

Net income attributable to Boston Properties, Inc. common shareholders	$	47,854		$	48,454

Add:
Preferred dividends		146			—
Noncontrolling interest in discontinued operations - common units of the
Operating Partnership		1,819			61
Noncontrolling interest - common units of the Operating Partnership		4,358			5,973
Noncontrolling interest - redeemable preferred units of the Operating Partnership		1,180			801
Noncontrolling interests in property partnerships		2,574			546
Impairment loss from discontinued operations		3,241			—
Less:
Income from discontinued operations		61			570
Gain on forgiveness of debt from discontinued operations		20,182			—


Income from continuing operations		40,929			55,265

Add:
Real estate depreciation and amortization (2)		142,555			132,618
Income from discontinued operations		61			570
Less:
Noncontrolling interests in property partnership’s share of funds from operations		3,038			1,010
Noncontrolling interest - redeemable preferred units of the Operating Partnership		1,180			801
Preferred dividends		146			—


Funds from operations (FFO) attributable to the Operating Partnership		179,181			186,642

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		18,557			19,913


Funds from operations attributable to Boston Properties, Inc.	$	160,624		$	166,729


Boston Properties, Inc.’s percentage share of funds from operations - basic		89.86	%		89.33	%


Weighted average shares outstanding - basic		151,646			148,343


FFO per share basic	$	1.06		$	1.12


Weighted average shares outstanding - diluted		153,259			150,140


FFO per share diluted	$	1.06		$	1.12

(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 $120,595 and $108,462, our share of unconsolidated joint venture real estate depreciation and amortization of $21,657 and $23,121, and depreciation and amortization from discontinued operations of $596 and $1,403, less corporate-related depreciation and amortization of $293 and $368 for the three months ended March 31, 2013 and 2012, respectively.

BOSTON PROPERTIES, INC.

PROJECTED ANNUALIZED 2013 RETURNS ON

OPERATING PROPERTY ACQUISITION

FOR THE NINE MONTHS ENDING DECEMBER 31, 2013

(dollars in thousands)


	Mountain View Research & Technology Parks

Base rent and recoveries from tenants	$	16,308
Straight-line rent		420
Fair value lease revenue		1,175

Total rental revenue		17,903

Operating Expenses		3,241

Revenue less Operating Expenses		14,662

Depreciation and amortization		13,125

Net income	$	1,537

Add:
Depreciation and amortization		13,125

Unleveraged FFO (1)	$	14,662

Less:
Straight-line rent		(420	)
Fair value lease revenue		(1,175	)

Unleveraged Cash	$	13,067

Purchase price	$	233,500
Estimated closing and other costs		500

Total Unleveraged Investment	$	234,000

Annualized Unleveraged FFO Return (1)		8.4	%

Annualized Unleveraged Cash Return (2)		7.4	%

(1)

Pursuant to the revised definition of Funds from Operations adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), we calculate Funds from Operations, or “FFO,” by adjusting net income (loss) (computed in accordance with GAAP, including non-recurring items) for gains (or losses) from sales of properties, 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. Unleveraged FFO excludes, among other items, interest expense, which may vary depending on the level of corporate debt or property-specific debt. Annualized Unleveraged FFO Return is also a non-GAAP financial measure that is determined by dividing (A) Unleveraged FFO (based on annualizing the projected results for the nine months ending December 31, 2013) by (B) the Company’s Total Unleveraged Investment. Management believes projected Annualized Unleveraged FFO Return is a useful measure in the real estate industry when determining the appropriate purchase price for a property or estimating a property’s value. When evaluating acquisition opportunities, management considers, among other factors, projected Annualized Unleveraged FFO Return because it excludes, among other items, interest expense (which may vary depending on the level of corporate debt or property-specific debt), as well as depreciation and amortization expense (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates). Other factors that management considers include its cost of capital and available financing alternatives. Other companies may compute FFO, Unleveraged FFO and Annualized Unleveraged FFO Return differently and these are not indicators of a real estate asset’s capacity to generate cash flow.

(2)

Annualized Unleveraged Cash Return is a non-GAAP financial measure that is determined by dividing (A) Unleveraged Cash (based on annualizing the projected results for the nine months ending December 31, 2013) by (B) the Company’s Total Unleveraged Investment. Other real estate companies may calculate this return differently. Management believes that projected Annualized Unleveraged Cash Return is also a useful measure of a property’s value when used in addition to Annualized Unleveraged FFO Return because, by eliminating the effect of straight-lining of rent and the treatment of in-place above- and below-market leases, it enables an investor to assess the projected cash on cash return from the property over the forecasted period.

Management is presenting these projected returns and related calculations to assist investors in analyzing the Company’s acquisition. Management does not intend to present this data for any other purpose, for any other period or for its other properties, and is not intending for these measures to otherwise provide information to investors about the Company’s financial condition or results of operations. The Company does not undertake a duty to update any of these projections. There can be no assurance that actual returns will not differ materially from these projections.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	March 31, 2013			December 31, 2012
Boston		90.6	%		90.5	%
New York		94.5	%		93.7	%
Princeton		78.3	%		78.2	%
San Francisco		89.1	%		90.1	%
Washington, DC		95.0	%		94.3	%

Total Portfolio		91.7	%		91.4	%


	% Leased by Type
	March 31, 2013			December 31, 2012
Class A Office Portfolio		91.8	%		91.4	%
Office/Technical Portfolio		90.6	%		90.6	%

Total Portfolio		91.7	%		91.4	%