SEC Filing

BOSTON PROPERTIES, INC.

Date: July 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): July 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 July 30, 2013, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the second 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 June 30, 2013.

*99.2		Press release dated July 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 June 30, 2013.

*99.2		Press release dated July 30, 2013.

*	Filed herewith.

EX-99.1

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended June 30, 2013

Boston Properties, Inc.

Second 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 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: Embarcadero Center, San Francisco, CA)

Boston Properties, Inc.

Second 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 June 30, 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)		179
Total Square Feet (includes unconsolidated joint ventures, other than the Value-Added Fund, and structured parking)		60.6 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)		170.9 million
Dividend - Quarter/Annualized		$0.65/$2.60
Dividend Yield		2.47%
Total Adjusted Market Capitalization		$29.1 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A- (S&P)

Boston Properties, Inc.

Second Quarter 2013

INVESTOR INFORMATION


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

Owen D. Thomas	Matthew J. Lustig
Chief Executive Officer and Director	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	Alan J. Patricof	Peter D. Johnston	Frank D. Burt
President and Director	Director	Senior Vice President and Regional Manager of Washington, DC	Senior Vice President, General Counsel

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

Dr. Jacob A. Frenkel Director, Chair of Nominating & Corporate Governance Committee		Mitchell S. Landis Senior Vice President and Regional Manager of Princeton	Arthur S. Flashman Vice President, Controller


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

Common Stock Data (NYSE: BXP)

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


	Q2 2013			Q1 2013			Q4 2012			Q3 2012			Q2 2012
High Closing Price	$	114.59		$	109.46		$	111.46		$	116.07		$	109.75
Low Closing Price	$	100.50		$	100.33		$	100.03		$	108.45		$	99.03
Average Closing Price	$	108.58		$	105.48		$	105.70		$	111.48		$	104.47
Closing Price, at the end of the quarter	$	105.47		$	101.06		$	105.81		$	110.61		$	108.37
Dividends per share—annualized	$	2.60		$	2.60		$	2.60		$	2.20		$	2.20
Closing dividend yield—annualized		2.47	%		2.57	%		2.46	%		1.99	%		2.03	%
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)		170,896			170,448			170,265			170,264			170,266
Closing market value of outstanding shares and units (thousands)	$	18,285,486		$	17,486,559		$	18,076,824		$	18,893,986		$	18,451,727

(1)

For additional detail, see page 12.

Timing

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


Third Quarter 2013		Tentatively October 28, 2013
Fourth Quarter 2013		Tentatively January 28, 2014

Boston Properties, Inc.

Second Quarter 2013

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage	Rating Agencies

Michael Burke	Omotayo Okusanya	Tom Truxillo	Stephen Boyd
Argus Research Company	Jefferies & Co.	Bank of America Merrill Lynch	Fitch Ratings
212.425.7500	212.336.7076	980.386.5212	212.908.9153

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

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

David Toti / Evan Smith	Jordan Sadler / Craig Mailman	Mark Streeter
Cantor Fitzgerald	KeyBanc Capital Markets	J.P. Morgan Securities
212.829.5224 / 215.915.1220	917.368.2280 / 917.368.2316	212.834.5086

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

James Sullivan / Tom Catherwood	Vance Edelson
Cowen and Company	Morgan Stanley
646.562.1380 / 646.562.1382	212.761-4000

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

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

Michael Knott / Jed Reagan	Alexander Goldfarb /Andrew Schaffer
Green Street Advisors	Sandler O’Neill & Partners
949.640.8780 / 949.640.8780	212.466.7937 / 212.466.8062

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

Steve Sakwa / George Auerbach	Ross Nussbaum /Gabriel Hilmore
ISI Group	UBS Securities
212.446.9462 / 212.446.9459	212.713.2484 / 212.713.3876

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

Boston Properties, Inc.

Second Quarter 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
	30-Jun-13			31-Mar-13			31-Dec-12			30-Sep-12			30-Jun-12
Selected Items:
Revenue	$	515,320		$	483,014		$	483,222		$	469,352		$	471,349
Straight-line rent (1)	$	16,142		$	17,807		$	19,474		$	21,242		$	21,303
Fair value lease revenue (1) (2)	$	13,286		$	16,037		$	16,101		$	16,982		$	17,440
Revenue from residential properties	$	5,484		$	5,578		$	5,555		$	5,496		$	5,036
Company share of funds from operations from unconsolidated joint ventures	$	20,991		$	30,378		$	28,727		$	30,633		$	44,704
Lease termination fees (included in revenue) (1)	$	288		$	476		$	2,395		$	1,779		$	16,258
Ground rent expense (3)	$	5,006		$	5,008		$	4,981		$	5,003		$	5,023
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment	$	6,035		$	7,158		$	7,043		$	6,930		$	6,820
Fair value interest adjustment (1)	$	1,918		$	(558	)	$	(585	)	$	(1,335	)	$	(1,292	)
Capitalized interest	$	18,436		$	14,418		$	12,869		$	10,131		$	10,077
Capitalized wages	$	2,784		$	2,750		$	3,948		$	2,778		$	3,309
Operating Margins [(rental revenue—rental expense)/rental revenue] (4)		65.9	%		64.8	%		65.5	%		64.5	%		66.1	%
Gains (losses) from early extinguishments of debt	$	152		$	—		$	—		$	(5,494	)	$	274
Net income attributable to Boston Properties, Inc. common shareholders	$	452,417		$	47,854		$	65,400		$	57,249		$	118,559
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	195,415		$	160,624		$	192,462		$	175,779		$	206,474
FFO per share—diluted	$	1.28		$	1.06		$	1.27		$	1.15		$	1.36
Net income attributable to Boston Properties, Inc. per share—basic	$	2.95		$	0.32		$	0.43		$	0.38		$	0.79
Net income attributable to Boston Properties, Inc. per share—diluted	$	2.94		$	0.31		$	0.43		$	0.38		$	0.78
Dividends per common share	$	0.65		$	0.65		$	0.65		$	0.55		$	0.55
Funds available for distribution to common shareholders and common unitholders (FAD) (5)	$	167,699		$	145,867		$	148,533		$	128,819		$	174,658
Ratios:
Interest Coverage Ratio (excluding capitalized interest)—cash basis (6)		3.32			3.15			3.12			2.84			3.36
Interest Coverage Ratio (including capitalized interest)—cash basis (6)		2.77			2.72			2.74			2.57			3.03
FFO Payout Ratio (7)		50.78	%		61.32	%		51.18	%		47.83	%		40.44	%
FAD Payout Ratio (8)		65.78	%		75.42	%		73.97	%		72.16	%		53.22	%



	30-Jun-13			31-Mar-13			31-Dec-12			30-Sep-12			30-Jun-12
Capitalization:
Common Stock Price @ Quarter End	$	105.47		$	101.06		$	105.81		$	110.61		$	108.37
Equity Value @ Quarter End	$	18,285,486		$	17,486,559		$	18,076,824		$	18,893,986		$	18,451,727
Total Consolidated Debt	$	11,365,545		$	8,871,518		$	8,912,369		$	8,675,858		$	8,921,207
Total Consolidated Market Capitalization	$	29,651,031		$	26,358,077		$	26,989,193		$	27,569,844		$	27,372,934
Total Consolidated Debt/Total Consolidated Market Capitalization (9)		38.33	%		33.66	%		33.02	%		31.47	%		32.59	%
BXP’s Share of Unconsolidated Joint Venture Debt	$	326,714		$	1,445,565		$	1,445,346		$	1,442,631		$	1,440,541
Less:
Partners’ Share of Consolidated Debt	$	894,341		$	177,228		$	178,291		$	62,111		$	62,385
Total Adjusted Debt	$	10,797,918		$	10,139,855		$	10,179,424		$	10,056,378		$	10,299,363
Total Adjusted Market Capitalization (10)	$	29,083,404		$	27,626,414		$	28,256,248		$	28,950,364		$	28,751,090
Total Adjusted Debt/Total Adjusted Market Capitalization (10) (11)		37.13	%		36.70	%		36.03	%		34.74	%		35.82	%

(1)	Includes the Company’s share of consolidated and 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)	Includes non-cash straight-line adjustments to ground rent. 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 $14,916, $13,324, $12,761, $13,122 and $12,824 for the three months ended June 30, 2013, March 31, 2013, December 31, 2012, September 30, 2012 and June 30, 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. For additional information, see page 11.

(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 Adjusted Debt to Total Adjusted Market Capitalization Ratio, see page 50.

Boston Properties, Inc.

Second Quarter 2013

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	30-Jun-13			31-Mar-13			31-Dec-12			30-Sep-12			30-Jun-12
ASSETS
Real estate	$	17,056,758		$	13,550,889		$	13,581,454		$	13,183,754		$	13,161,405
Construction in progress (1)		1,483,114			1,145,517			1,036,780			937,475			732,734
Land held for future development		290,085			503,684			275,094			273,922			270,169
Less accumulated depreciation		(2,996,520	)		(2,929,385	)		(2,934,160	)		(2,853,319	)		(2,791,211	)

Total real estate		15,833,437			12,270,705			11,959,168			11,541,832			11,373,097
Cash and cash equivalents		1,608,731			909,376			1,041,978			1,223,215			1,671,997
Cash held in escrows		54,829			55,410			55,181			32,926			32,265
Marketable securities		14,226			13,825			12,172			11,792			11,036
Tenant and other receivables, net		66,039			75,849			69,555			45,076			43,544
Related party notes receivable		—			282,307			282,491			282,206			282,416
Interest receivable from related party notes receivable		—			106,313			104,816			102,122			98,866
Accrued rental income, net		625,654			612,041			598,199			580,013			560,360
Deferred charges, net		945,918			572,890			588,235			535,077			504,689
Prepaid expenses and other assets		179,741			71,756			90,610			132,358			41,619
Investments in unconsolidated joint ventures		137,975			652,807			659,916			664,690			670,653

Total assets	$	19,466,550		$	15,623,279		$	15,462,321		$	15,151,307		$	15,290,542


LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	4,484,657		$	3,053,798		$	3,102,485		$	2,873,686		$	2,902,125
Unsecured senior notes, net of discount		5,834,973			4,639,843			4,639,528			4,639,217			4,863,413
Unsecured exchangeable senior notes, net of discount		734,278			1,177,877			1,170,356			1,162,955			1,155,669
Unsecured line of credit		—			—			—			—			—
Mezzanine notes payable		311,637			—			—			—			—
Related party notes payable		180,000			—			—			—			—
Accounts payable and accrued expenses		212,998			210,359			199,102			193,684			163,688
Dividends and distributions payable		112,425			110,886			110,488			93,461			93,353
Accrued interest payable		141,676			99,491			72,461			101,874			65,188
Other liabilities		560,496			316,683			324,613			309,231			308,581

Total liabilities		12,573,140			9,608,937			9,619,033			9,374,108			9,552,017

Commitments and contingencies		—			—			—			—			—

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

Redeemable interest in property partnership		98,162			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		—			—			—			—			—
Preferred stock, $0.01 par value, 50,000,000 shares authorized; 5.25% Series B cumulative redeemable preferred stock, $0.01 par value, liquidation preference $2,500 per share, 92,000 shares authorized, 80,000 shares issued and outstanding		200,000			200,000			—			—			—
Common stock, $0.01 par value, 250,000,000 shares authorized, 152,384,740, 151,601,209, 150,856,237, 150,715,702 and 149,384,341 outstanding, respectively		1,524			1,516			1,516			1,509			1,507
Additional paid-in capital		5,246,243			5,232,030			5,222,073			5,194,520			5,184,671
Earnings (dividends) in excess of dividends (earnings)		192,492			(160,697	)		(109,985	)		(76,830	)		(51,152	)
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(12,689	)		(13,253	)		(13,817	)		(14,379	)		(14,978	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,624,848			5,256,874			5,097,065			5,102,098			5,117,326
Noncontrolling interests:
Common units of the Operating Partnership		570,135			540,103			539,753			566,077			571,222
Property partnerships		489,389			8,273			(1,964	)		(1,852	)		(1,560	)

Total equity		6,684,372			5,805,250			5,634,854			5,666,323			5,686,988

Total liabilities and equity	$	19,466,550		$	15,623,279		$	15,462,321		$	15,151,307		$	15,290,542

On May 31, 2013, the Company’s two joint venture partners in 767 Venture, LLC (the entity that owns 767 Fifth Avenue (The GM Building) in New York City) transferred all of their interests in the joint venture to third parties. In connection with the transfer, the Company and its new joint venture partners modified the Company’s relative decision making authority and consent rights with respect to the joint venture’s assets and operations. These changes resulted in the Company having sufficient financial and operating control over 767 Venture, LLC such that the Company now accounts for the assets, liabilities and operations of 767 Venture, LLC on a consolidated basis in its financial statements instead of under the equity method of accounting. Upon consolidation, the Company recognized a non-cash gain on its investment of approximately $363.4 million.

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

Boston Properties, Inc.

Second Quarter 2013

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Jun-13			31-Mar-13			31-Dec-12			30-Sep-12			30-Jun-12
Revenue
Rental
Base Rent	$	403,942		$	377,728		$	381,027		$	369,227		$	371,019
Recoveries from tenants		68,434			64,429			59,713			59,849			57,361
Parking and other		23,969			23,830			22,448			22,893			23,356

Total rental revenue		496,345			465,987			463,188			451,969			451,736
Hotel revenue		11,118			8,291			11,691			9,359			10,049
Development and management services		7,857			8,736			8,343			8,024			9,564

Total revenue		515,320			483,014			483,222			469,352			471,349

Expenses
Operating		101,049			97,554			94,668			94,859			91,684
Real estate taxes		78,788			75,066			73,543			73,391			69,488
Hotel operating		7,335			7,044			8,519			6,886			6,616
General and administrative (1) (2)		22,194			43,571			15,940			19,757			19,066
Transaction costs		535			443			401			1,140			8
Impairment loss (6)		—			8,306			—			—			—
Depreciation and amortization		134,604			120,595			119,889			110,885			111,168

Total expenses		344,505			352,579			312,960			306,918			298,030

Operating income		170,815			130,435			170,262			162,434			173,319
Other income (expense)
Income from unconsolidated joint ventures (3)		48,783			8,721			6,949			9,217			21,191
Gains on consolidation of joint ventures (4)		387,801			—			—			—			—
Interest and other income		1,296			1,471			2,062			4,001			2,382
Gains (losses) from investments in securities (1)		181			735			187			587			(186	)
Interest expense (5)		(103,140	)		(100,433	)		(102,802	)		(105,030	)		(99,901	)
Gains (losses) from early extinguishments of debt		152			—			—			(5,494	)		274

Income from continuing operations		505,888			40,929			76,658			65,715			97,079
Discontinued operations
Income (loss) from discontinued operations		873			61			(50	)		(193	)		218
Gain on sale of real estate from discontinued operations (6)		—			—			—			—			36,877
Gain on forgiveness of debt from discontinued operations (7)		—			20,182			—			—			—
Impairment loss from discontinued operations (8)		—			(3,241	)		—			—			—

Net income		506,761			57,931			76,608			65,522			134,174
Net income attributable to noncontrolling interests
Noncontrolling interest in property partnerships		219			(2,574	)		(2,331	)		(458	)		(457	)
Noncontrolling interest—redeemable preferred units of the Operating Partnership		(1,123	)		(1,180	)		(1,057	)		(874	)		(765	)
Noncontrolling interest—common units of the Operating Partnership (9)		(50,734	)		(4,358	)		(7,825	)		(6,961	)		(10,318	)
Noncontrolling interest in discontinued operations—common units of the Operating Partnership (9)		(88	)		(1,819	)		5			20			(4,075	)

Net income attributable to Boston Properties, Inc.		455,035			48,000			65,400			57,249			118,559
Preferred dividends		(2,618	)		(146	)		—			—			—

Net income attributable to Boston Properties, Inc. common shareholders	$	452,417		$	47,854		$	65,400		$	57,249		$	118,559


INCOME PER SHARE OF COMMON STOCK (EPS)
Net income attributable to Boston Properties, Inc. per share—basic	$	2.95		$	0.32		$	0.43		$	0.38		$	0.79

Net income attributable to Boston Properties, Inc. per share—diluted	$	2.94		$	0.31		$	0.43		$	0.38		$	0.78

(1)

Gains (losses) from investments in securities includes $181, $735, $187, $587 and $(186) and general and administrative expense includes $(176), $(752), $(187), $(597) and $349 for the three months ended June 30, 2013, March 31, 2013, December 31, 2012, September 30, 2012 and June 30, 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.

(3)	For the three months ended June 30, 2013, includes the gain on sale of 125 West 55th Street totaling approximately $43.3 million. For the three months ended September 30, 2012, includes the gain on sale of the Value-Added Fund’s 300 Billerica Road property totaling approximately $0.2 million.

(4)	For the three months ended June 30, 2013, the gains on consolidation of joint ventures consisted of (1) 767 Fifth Avenue (The GM Building) totaling approximately $363.4 million and (2) the Company’s Value-Added Fund’s Mountain View properties totaling approximately $24.4 million.

(5)

For the three months ended June 30, 2013, interest expense includes $2,265 consisting of the interest expense on the partner loans for the 767 Fifth Avenue (the GM Building) consolidated joint venture, which amount is allocated to the partners within noncontrolling interests in property partnerships. The Company’s share of the interest expense on its loan to the joint venture eliminates in consolidation.

(6)

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.

(7)

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.

(8)

On March 28, 2013, the Company executed a binding contract for the sale of its 303 Almaden Boulevard property located in San Jose, California for a sale price of $40.0 million. The carrying value of the property exceeded its net sale price and as a result the Company 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 Company completed the sale of 303 Almaden Boulevard on June 28, 2013. The impairment loss and operating results of this property through the sale date 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.

(9)

Equals noncontrolling interest—common units of the Operating Partnership’s share of 10.06%, 10.14%, 10.39%, 10.48% and 10.54% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended June 30, 2013, March 31, 2013, December 31, 2012, September 30, 2012 and June 30, 2012, respectively.

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

Boston Properties, Inc.

Second Quarter 2013

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Jun-13			31-Mar-13		31-Dec-12			30-Sep-12			30-Jun-12
Net income attributable to Boston Properties, Inc. common shareholders	$	452,417		$	47,854	$	65,400		$	57,249		$	118,559
Add:
Preferred dividends		2,618			146		—			—			—
Noncontrolling interest in discontinued operations—common units of the Operating Partnership		88			1,819		(5	)		(20	)		4,075
Noncontrolling interest—common units of the Operating Partnership		50,734			4,358		7,825			6,961			10,318
Noncontrolling interest—redeemable preferred units of the Operating Partnership		1,123			1,180		1,057			874			765
Noncontrolling interests in property partnerships		(219	)		2,574		2,331			458			457
Impairment loss from discontinued operations		—			3,241		—			—			—
Less:
Income (loss) from discontinued operations		873			61		(50	)		(193	)		218
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		505,888			40,929		76,658			65,715			97,079
Add:
Real estate depreciation and amortization (1)		149,817			142,555		142,029			132,887			135,219
Income from discontinued operations		873			61		(50	)		(193	)		218
Less:
Gains on sales of real estate included within income from unconsolidated joint ventures (2)		43,327			—		—			248			—
Gains on consolidation of joint ventures (3)		387,801			—		—			—			—
Noncontrolling interests in property partnerships’ share of funds from operations		4,436			3,038		2,795			923			956
Noncontrolling interest—redeemable preferred units of the Operating Partnership		1,123			1,180		1,057			874			765
Preferred dividends		2,618			146		—			—			—

Funds from operations (FFO) attributable to the Operating Partnership		217,273			179,181		214,785			196,364			230,795
Less:
Noncontrolling interest—common units of the Operating Partnership’s share of funds from operations		21,858			18,557		22,323			20,585			24,321

FFO attributable to Boston Properties, Inc. (4)	$	195,415		$	160,624	$	192,462		$	175,779		$	206,474

FFO per share—basic	$	1.29		$	1.06	$	1.27		$	1.17		$	1.37

Weighted average shares outstanding—basic		151,938			151,646		151,006			150,801			150,312

FFO per share—diluted	$	1.28		$	1.06	$	1.27		$	1.15		$	1.36

Weighted average shares outstanding—diluted		153,797			153,259		152,708			153,310			152,047

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $134,604, $120,595, $119,889, $110,885 and $111,168, our share of unconsolidated joint venture real estate depreciation and amortization of $15,535, $21,657, $21,778, $21,664 and $23,513, and depreciation and amortization from discontinued operations of $0, $596, $661, $669 and $907, less corporate related depreciation of $322, $293, $299, $331 and $369 for the three months ended June 30, 2013, March 31, 2013, December 31, 2012, September 30, 2012 and June 30, 2012, respectively.

(2)

For the three months ended June 30, 2013, consists of the portion of income from unconsolidated joint ventures related to the gain on sale of 125 West 55th Street totaling approximately $43.3 million. For the three months ended September 30, 2012, consists of the portion of income from unconsolidated joint ventures related the gain on sale of the Value-Added Fund’s 300 Billerica Road property totaling approximately $0.2 million.

(3)	For the three months ended June 30, 2013, the gains on consolidation of joint ventures consisted of (1) 767 Fifth Avenue (The GM Building) totaling approximately $363.4 million and (2) the Company’s Value-Added Fund’s Mountain View properties totaling approximately $24.4 million.

(4)	Based on weighted average basic shares for the quarter. The Company’s share for the quarter ended June 30, 2013, March 31, 2013, December 31, 2012, September 30, 2012 and June 30, 2012 was 89.94%, 89.86%, 89.61%, 89.52% and 89.46%, respectively.

Boston Properties, Inc.

Second Quarter 2013

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	June 30, 2013				March 31, 2013				December 31, 2012				September 30, 2012				June 30, 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	$	217,273		168,933	$	179,181		168,750	$	214,785		168,521	$	196,364		168,461	$	230,795		168,018
Effect of Dilutive Securities
Convertible Preferred Units		818		1,307		879		1,307		749		1,307		764		1,327		765		1,353
Stock based compensation and exchangeable senior notes		—		552		—		306		—		395		—		1,182		—		382

Diluted FFO	$	218,091		170,792	$	180,060		170,363	$	215,534		170,223	$	197,128		170,970	$	231,560		169,753
Less:
Noncontrolling interest—common units of the Operating Partnership’s share of diluted funds from operations		21,702		16,995		18,077		17,104		22,177		17,515		20,361		17,660		24,152		17,706

Company’s share of diluted FFO (1)	$	196,389		153,797	$	161,983		153,259	$	193,357		152,708	$	176,767		153,310	$	207,408		152,047

FFO per share—basic	$	1.29			$	1.06			$	1.27			$	1.17			$	1.37

FFO per share—diluted	$	1.28			$	1.06			$	1.27			$	1.15			$	1.36

(1)	Based on weighted average diluted shares for the quarter. The Company’s share for the quarter ended June 30, 2013, March 31, 2013, December 31, 2012, September 30, 201 and June 30, 2012 was 90.05%, 89.96%, 89.71%, 89.67% and 89.57%, respectively.

Boston Properties, Inc.

Second Quarter 2013

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	30-Jun-13			31-Mar-13			31-Dec-12			30-Sep-12			30-Jun-12
Basic FFO (see page 9)	$	217,273		$	179,181		$	214,785		$	196,364		$	230,795
2nd generation tenant improvements and leasing commissions		(20,311	)		(38,380	)		(34,815	)		(40,116	)		(36,519	)
Straight-line rent (1)		(16,142	)		(17,807	)		(19,474	)		(21,242	)		(21,303	)
Recurring capital expenditures		(12,856	)		(6,418	)		(10,711	)		(6,262	)		(5,005	)
Fair value interest adjustment (1)		(1,918	)		558			585			1,335			1,292
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment		6,035			7,158			7,043			6,930			6,820
Fair value lease revenue (1) (2)		(13,286	)		(16,037	)		(16,101	)		(16,982	)		(17,440	)
Hotel improvements, equipment upgrades and replacements		(1,006	)		(143	)		(214	)		(305	)		(190	)
Straight-line ground rent expense adjustment (3)		1,785			1,801			1,838			1,838			1,838
Non real estate depreciation		322			293			299			331			369
Stock-based compensation (4)		6,681			25,783			4,820			6,746			6,755
Impairment loss		—			8,306			—			—			—
Non-cash losses (gains) from early extinguishments of debt		(264	)		—			—			196			(282	)
Non-cash termination adjustment (including fair value lease amounts)		(3	)		1,106			155			(154	)		4,938
Partners’ share of consolidated and unconsolidated joint venture 2nd generation tenant improvement and leasing commissions		1,389			466			323			140			2,590

Funds available for distribution to common shareholders and common unitholders (FAD)	$	167,699		$	145,867		$	148,533		$	128,819		$	174,658

Interest Coverage Ratios

(in thousands, except for ratio amounts)


	Three Months Ended
	30-Jun-13			31-Mar-13			31-Dec-12			30-Sep-12			30-Jun-12
*Excluding Capitalized Interest*
Income from continuing operations	$	505,888		$	40,929		$	76,658		$	65,715		$	97,079
Interest expense		103,140			100,433			102,802			105,030			99,901
Depreciation and amortization expense		134,604			120,595			119,889			110,885			111,168
Depreciation and amortization expense from unconsolidated joint ventures		15,535			21,657			21,778			21,664			23,513
Gains on sales of real estate included within income from unconsolidated joint ventures		(43,327	)		—			—			(248	)		—
Gains on consolidation of joint ventures		(387,801	)		—			—			—			—
Depreciation and amortization expense—discontinued operations		—			596			661			669			907
Interest expense—discontinued operations		—			360			650			650			649
Income (loss) from discontinued operations		873			61			(50	)		(193	)		218
Impairment loss		—			8,306			—			—			—
Non-cash losses (gains) from early extinguishments of debt		(264	)		—			—			196			(282	)
Non-cash termination adjustment (including fair value lease amounts)		(3	)		1,106			155			(154	)		4,938
Stock-based compensation		6,681			25,783			4,820			6,746			6,755
Straight-line ground rent expense adjustment (3)		1,785			1,801			1,838			1,838			1,838
Straight-line rent (1)		(16,142	)		(17,807	)		(19,474	)		(21,242	)		(21,303	)
Fair value lease revenue (1) (2)		(13,286	)		(16,037	)		(16,101	)		(16,982	)		(17,440	)

Subtotal		307,683			287,783			293,626			274,574			307,941
Divided by:

Adjusted interest expense (5) (6) (7) (8)		92,600			91,462			94,212			96,593			91,670
Interest Coverage Ratio		3.32			3.15			3.12			2.84			3.36


*Including Capitalized Interest*
Income from continuing operations	$	505,888		$	40,929		$	76,658		$	65,715		$	97,079
Interest expense		103,140			100,433			102,802			105,030			99,901
Depreciation and amortization expense		134,604			120,595			119,889			110,885			111,168
Depreciation and amortization expense from unconsolidated joint ventures		15,535			21,657			21,778			21,664			23,513
Gains on sales of real estate included within income from unconsolidated joint ventures		(43,327	)		—			—			(248	)		—
Gains on consolidation of joint ventures		(387,801	)		—			—			—			—
Depreciation and amortization expense—discontinued operations		—			596			661			669			907
Interest expense—discontinued operations		—			360			650			650			649
Income (loss) from discontinued operations		873			61			(50	)		(193	)		218
Impairment loss		—			8,306			—			—			—
Non-cash losses (gains) from early extinguishments of debt		(264	)		—			—			196			(282	)
Non-cash termination adjustment (including fair value lease amounts)		(3	)		1,106			155			(154	)		4,938
Stock-based compensation		6,681			25,783			4,820			6,746			6,755
Straight-line ground rent expense adjustment (3)		1,785			1,801			1,838			1,838			1,838
Straight-line rent (1)		(16,142	)		(17,807	)		(19,474	)		(21,242	)		(21,303	)
Fair value lease revenue (1) (2)		(13,286	)		(16,037	)		(16,101	)		(16,982	)		(17,440	)

Subtotal		307,683			287,783			293,626			274,574			307,941
Divided by:

Adjusted interest expense (5) (6) (7) (8) (9)		111,036			105,880			107,081			106,724			101,747
Interest Coverage Ratio		2.77			2.72			2.74			2.57			3.03

(1)	Includes the Company’s share of consolidated and 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.

(5)	Excludes the impact of the ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment of $6,035, $7,158, $7,043, $6,930 and $6,820 for the three months ended June 30, 2013, March 31, 2013, December 31, 2012, September 30, 2012 and June 30, 2012, respectively.

(6)	Excludes amortization of financing costs of $2,240, $2,173, $2,197, $2,157 and $2,060 for the three months ended June 30, 2013, March 31, 2013, December 31, 2012, September 30, 2012, and June 30, 2012, respectively.

(7)	Includes interest expense from discontinued operations of $0, $360, $650, $650 and $649 for the three months ended June 30, 2013, March 31, 2013, December 31, 2012, September 30, 2012 and June 30, 2012, respectively.

(8)

Excludes interest expense of $2,265 for the three months ended June 30, 2013 consisting of the interest expense on the partner loans for the 767 Fifth Avenue (the GM Building) consolidated joint venture, which amount is allocated to the partners within noncontrolling interests in property partnerships. The Company’s share of the interest expense on its loan to the joint venture eliminates in consolidation.

(9)	Includes capitalized interest of $18,436, $14,418, $12,869, $10,131 and $10,077 for the three months ended June 30, 2013, March 31, 2013, December 31, 2012, September 30, 2012 and June 30, 2012, respectively.

Boston Properties, Inc.

Second Quarter 2013

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal
	June 30, 2013
Mortgage Notes Payable	$	4,267,684
Mezzanine Notes Payable		306,000
Unsecured Line of Credit		—
Unsecured Senior Notes, at face value		5,850,000
Unsecured Exchangeable Senior Notes, at face value		747,500

Total Debt		11,171,184
Fair Value Adjustment on Mortgage Notes Payable		216,973
Fair Value Adjustment on Mezzanine Notes Payable		5,637
Discount on Unsecured Senior Notes		(15,027	)
Discount on Unsecured Exchangeable Senior Notes		(924	)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment (1)		(12,298	)

Total Consolidated Debt	$	11,365,545

Boston Properties Limited Partnership Unsecured Senior Notes


Settlement Date		6/27/2013			4/11/2013			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	$	700,000		$	500,000		$	1,000,000		$	850,000		$	850,000		$	700,000		$	700,000		$	250,000		$	300,000		$	5,850,000
Principal Amount at Quarter End	$	700,000		$	500,000		$	1,000,000		$	850,000		$	850,000		$	700,000		$	700,000		$	250,000		$	300,000		$	5,850,000
Yield (on issue date)		3.916	%		3.279	%		3.954	%		3.853	%		4.289	%		5.708	%		5.967	%		5.194	%		5.693	%		4.52	%
Coupon		3.800	%		3.125	%		3.850	%		3.700	%		4.125	%		5.625	%		5.875	%		5.000	%		5.625	%		4.40	%
Public Offering Price		99.694	%		99.379	%		99.779	%		99.767	%		99.260	%		99.891	%		99.931	%		99.329	%		99.898	%		99.68	%
Ratings:
Moody’s		Baa2 (stable)			Baa2 (stable)			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)			A- (stable)			A- (stable)
Fitch		BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)
Maturity Date		2/1/2024			9/1/2023			2/1/2023			11/15/2018			5/15/2021			11/15/2020			10/15/2019			6/1/2015			4/15/2015
Discount	$	2,139		$	3,048		$	2,012		$	1,561		$	4,961		$	571		$	336		$	319		$	80		$	15,027

Unsecured Senior Notes, net of discount	$	697,861		$	496,952		$	997,988		$	848,439		$	845,039		$	699,429		$	699,664		$	249,681		$	299,920		$	5,834,973


Boston Properties Limited Partnership Unsecured Exchangeable Senior Notes

Settlement Date		8/19/2008																											Total/Average
Original Principal Amount	$	747,500																										$	747,500
Principal Amount at Quarter End	$	747,500																										$	747,500
Yield (on issue date)		4.037	%																										4.04	%
GAAP Yield		6.555	%																										6.56	%
Coupon		3.625	%
Exchange Rate		8.5051
Exchange Price	$	134.38	(2)
Diluted share impact for the current quarter		—																											—
First Optional Redemption Date		N/A
Maturity Date		2/15/2014
Discount	$	924																										$	924
ASC 470-20 (FSP APB 14-1) Adjustment (1)	$	12,298																										$	12,298

Unsecured Senior Exchangeable Notes	$	734,278																										$	734,278

Equity

(in thousands)


	Shares/Units Outstanding as of 6/30/2013		Common Stock Equivalents			Equivalent Value (3)
Common Stock		152,385		152,385	(4)	$	16,072,046
Common Operating Partnership Units		17,204		17,204	(5)		1,814,506
Series Two Preferred Operating Partnership Units		996		1,307			137,858
Series Four Preferred Operating Partnership Units		1,222		—			61,076	(6)
Series B Cumulative Redeemable Preferred Stock		80		—			200,000	(7)

Total Equity				170,896		$	18,285,486

Total Consolidated Debt						$	11,365,545

Total Consolidated Market Capitalization						$	29,651,031

BXP’s share of Unconsolidated Joint Venture Debt						$	326,714
Less:
Partners’ Share of Consolidated Debt						$	894,341
Total Adjusted Debt (8)						$	10,797,918

Total Adjusted Market Capitalization (8)						$	29,083,404

(1)	Represents the remaining debt discount which will be amortized as additional non-cash interest expense through February 15, 2014, the maturity date of the outstanding exchangeable senior notes.

(2)

The initial exchange rate is 8.5051 shares per $1,000 principal amount of the notes (or an initial exchange price of approximately $117.58 per share of Boston Properties, Inc.‘s common stock). In addition, the Company entered into capped call transactions with affiliates of certain of the initial purchasers, which are intended to reduce the potential dilution upon future exchange of the notes. The capped call transactions are expected to have the effect of increasing the effective exchange price to the Company of the notes from $117.58 to approximately $137.17 per share (subject to adjustments), representing an overall effective premium of approximately 40% over the closing price on August 13, 2008 of $97.98 per share of Boston Properties, Inc.’s common stock. The net cost of the capped call transactions was approximately $44.4 million. As of June 30, 2013, the exchange price was$ 134.38 per share.

(3)

Values based on June 30, 2013 closing price of $105.47 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 shares of Series B Cumulative Redeemable Preferred Stock which have been valued at the liquidation preference of $2,500.00 per share (see Note 8 below).

(4)	Includes 64 shares of restricted stock.

(5)	Includes 1,464 long-term incentive plan units, but excludes an aggregate of 1,113 Outperformance Plan and 2013 Multi-Year Long-Term Incentive Program Units.

(6)

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

(7)

On March 27, 2013, the Company completed an underwritten public offering of 80,000 shares (8,000,000 depositary shares, each representing 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.

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

Boston Properties, Inc.

Second Quarter 2013

DEBT ANALYSIS (1)

Debt Maturities and Principal Payments

as of June 30, 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	$	9,156		$	87,757		$	26,182		$	608,879		$	2,821,750		$	713,960		$	4,267,684
Fair Value Adjustment		25,768			52,493			53,888			50,632			34,192			—			216,973

Mortgage Notes Payable		34,924			140,250			80,070			659,511			2,855,942			713,960			4,484,657

Mezzanine Notes Payable		—			—			—			—			306,000			—			306,000
Fair Value Adjustment		597			1,244			1,314			1,389			1,093			—			5,637

		597			1,244			1,314			1,389			307,093			—			311,637

Unsecured Exchangeable Senior Notes, net of discount		—			746,576			—			—			—			—			746,576
ASC 470-20 (formerly known as FSP APB 14-1)
Adjustment		(9,860	)		(2,438	)		—			—			—			—			(12,298	)

Unsecured Exchangeable Senior Notes		(9,860	)		744,138			—			—			—			—			734,278

Unsecured Senior Notes, net of discount		—			—			549,601			—			—			5,285,372			5,834,973

Total Fixed Debt	$	25,661		$	885,632		$	630,985		$	660,900		$	3,163,035		$	5,999,332		$	11,365,545

Total Consolidated Debt	$	25,661		$	885,632		$	630,985		$	660,900		$	3,163,035		$	5,999,332		$	11,365,545

GAAP Weighted Average Floating Rate Debt		—			—			—			—			—			—			—
GAAP Weighted Average Fixed Rate Debt		6.16	%		6.46	%		5.48	%		5.27	%		4.04	%		4.49	%		4.59	%

Total GAAP Weighted Average Rate		6.16	%		6.46	%		5.48	%		5.27	%		4.04	%		4.49	%		4.59	%

Total Stated Weighted Average Rate		6.14	%		4.02	%		5.40	%		6.42	%		5.76	%		4.41	%		4.94	%

Unsecured Debt

Unsecured Line of Credit—Matures June 24, 2014 (2)

(in thousands)


	Facility			Outstanding at 6/30/2013			Letters of Credit			Remaining Capacity at 6/30/2013
	$	750,000		$	—		$	10,564		$	739,436

*Unsecured and Secured Debt Analysis*

	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Unsecured Debt		65.58	%		4.37	%		4.75	%		6.7	years
Secured Debt		34.42	%		5.72	%		4.38	%		4.6	years

Total Consolidated Debt		100.00	%		4.94	%		4.59	%		5.9	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	%		4.94	%		4.59	%		5.9	years

Total Consolidated Debt		100.00	%		4.94	%		4.59	%		5.9	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)

On July 26, 2013, the Company’s Operating Partnership amended and restated the revolving credit agreement governing the Company’s Unsecured Line of Credit, which, among other things, (1) increased the total commitment from $750.0 million to $1.0 billion, (2) extended the maturity date from June 24, 2014 to July 26, 2018 and (3) reduced the per annum variable interest rates and other fees. Based on the Operating Partnership’s current credit rating, borrowings will bear interest at a per annum rate equal to LIBOR plus 1.00%.

Boston Properties, Inc.

Second Quarter 2013

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

as of June 30, 2013

(in thousands)


Property	2013			2014			2015			2016			2017			Thereafter			Total
767 Fifth Avenue (The GM Building) (60% ownership)	$	—		$	—		$	—		$	—		$	1,300,000		$	—		$	1,300,000	(2)(3)
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		2,605			5,452			5,794			348,886			—			—			362,737
Fountain Square (50% ownership)		—			—			—			211,250			—			—			211,250	(2)
505 9th Street (50% ownership)		1,171			2,441			2,585			2,737			113,596			—			122,530
New Dominion Technology Park, Building Two		—			63,000			—			—			—			—			63,000
New Dominion Technology Park, Building One		1,090			2,304			2,481			2,672			2,878			32,943			44,368
Kingstowne Two and Retail		878			1,837			1,950			29,277			—			—			33,942	(2)
University Place		665			1,402			1,502			1,610			1,725			7,453			14,357

		9,156			87,757			26,182			608,879			2,821,750			713,960			4,267,684

Aggregate Fair Value Adjustments		25,768			52,493			53,888			50,632			34,192			—			216,973

		34,924			140,250			80,070			659,511			2,855,942			713,960			4,484,657

Mezzanine Notes Payable (associated with 767 Fifth Avenue (The GM Building))		—			—			—			—			306,000			—			306,000
Fair Value Adjustment		597			1,244			1,314			1,389			1,093						5,637

		597			1,244			1,314			1,389			307,093			—			311,637

Unsecured Exchangeable Senior Notes, net of discount		—			746,576			—			—			—			—			746,576
ASC 470-20 (formerly known as FSP APB 14-1)
Adjustment		(9,860	)		(2,438	)		—			—			—			—			(12,298	)

		(9,860	)		744,138			—			—			—			—			734,278

Unsecured Senior Notes, net of discount		—			—			549,601			—			—			5,285,372			5,834,973
Unsecured Line of Credit		—			—			—			—			—			—			—	(4)

	$	25,661		$	885,632		$	630,985		$	660,900		$	3,163,035		$	5,999,332		$	11,365,545

% of Total Consolidated Debt		0.23	%		7.79	%		5.55	%		5.81	%		27.83	%		52.79	%		100.00	%
Balloon Payments	$	—		$	809,577		$	549,601		$	583,782		$	3,107,619		$	5,918,926		$	10,969,505
Scheduled Amortization	$	35,521		$	78,493		$	81,384		$	77,118		$	55,416		$	80,406		$	408,338

(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)

In connection with the capitalization of the joint venture, loans totaling $450.0 million were funded by the venture’s partners on a pro-rata basis. Our partner’s share of the partner loans totaling $180.0 million has been reflected in Related Party Note Payable on our Consolidated Balance Sheets and has not been included in the above balance.

(4)

Boston Properties, Inc.

Second 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 June 30, 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
				June 30, 2013
Total Assets:
Capitalized Property Value (1)				$	20,688,136		$	21,115,062
Cash and Cash Equivalents					1,608,731			1,608,731
Investments in Marketable Securities					14,226			14,226
Undeveloped Land, at Cost (including Joint Venture %)					305,985			305,985
Development in Process, at Cost (including Joint Venture %)					1,507,494			1,507,494

Total Assets				$	24,124,572		$	24,551,498

Unencumbered Assets				$	15,748,009		$	16,018,759

Secured Debt (Fixed and Variable)(2)				$	4,267,684		$	4,267,684
Mezzanine Notes Payable (3)					306,000			306,000
Joint Venture Debt					326,714			326,714
Related Party Notes Payable					180,000			180,000
Contingent Liabilities & Letters of Credit					13,871			13,871
Unsecured Debt (4)					6,597,500			6,597,500

Total Outstanding Debt				$	11,691,769		$	11,691,769

Consolidated EBITDA:
Income from Continuing Operations (per Consolidated Income Statement)				$	505,888		$	505,888
Subtract: Income from Unconsolidated Joint Ventures (per Consolidated Income Statement)					(48,783	)		(48,783	)
Subtract: Gains on Consolidation of Joint Ventures (per Consolidated Income Statement)					(387,801	)		(387,801	)
Subtract: Gains from Investments in Securities (per Consolidated Income Statement)					(181	)		(181	)
Subtract: Gains from early extinguishments of debt (per Consolidated Income Statement)					(152	)		(152	)
Add: Interest Expense (per Consolidated Income Statement)					103,140			103,140
Add: Depreciation and Amortization (per Consolidated Income Statement)					134,604			134,604

EBITDA					306,715			306,715
Add: Company share of unconsolidated joint venture EBITDA					36,487			36,487

Consolidated EBITDA				$	343,202		$	343,202

Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)				$	103,140		$	103,140
Add: Company share of unconsolidated joint venture interest expense					15,860			15,860
Less: Amortization of financing costs					(2,240	)		(2,240	)
Less: Interest expense funded by construction loan draws					—			—

Adjusted Interest Expense				$	116,760		$	116,760


Covenant Ratios and Related Data	Test			Actual			Actual
Total Outstanding Debt/Total Assets		Less than 60	%		48.5	%		47.6	%
Secured Debt/Total Assets		Less than 50	%		20.3	%		20.0	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)		Greater than 1.50x			2.94			2.94
Unencumbered Assets/ Unsecured Debt		Greater than 150	%		238.7	%		242.8	%

Unencumbered Consolidated EBITDA				$	230,913		$	230,913

Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)					3.14			3.14

% of Unencumbered Consolidated EBITDA to Consolidated EBITDA					67.3	%		67.3	%

# of unencumbered properties					150			150

(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 $216,973.

(3)	Excludes aggregate fair value adjustment of $5,637.

(4)	Excludes aggregate debt discount of $15,951 and ASC 470-20 (formerly known as FSP APB 14-1) adjustment of $12,298.

Boston Properties, Inc.

Second Quarter 2013


**UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS ()***

*Debt Maturities and Principal Payments by Property*
*(in thousands)*
Property	2013			2014			2015			2016			2017			Thereafter			Total
Metropolitan Square (51%)	$	569		$	1,187		$	1,257		$	1,332		$	1,410		$	83,402		$	89,157
540 Madison Avenue (60%)		—			—			—			—			—			72,000			72,000	(1)
Market Square North (50%)		161			993			1,042			1,094			1,148			60,562			65,000
901 New York Avenue (25%)		396			823			37,590			—			—			—			38,809
500 North Capitol Street, N.W. (30%)		—			—			—			—			—			31,500			31,500	(2)
Annapolis Junction Building One (50%)		140			279			279			279			279			19,519			20,775	(3)
Annapolis Junction Building Six (50%)		6,997			—			—			—			—			—			6,997	(4)
Annapolis Junction Building Seven (50%)		—			—			—			2,476			—			—			2,476	(4)(5)

	$	8,263		$	3,282		$	40,168		$	5,181		$	2,837		$	266,983		$	326,714

GAAP Weighted Average Rate		2.91	%		5.08	%		5.25	%		3.79	%		5.08	%		4.08	%		4.21	%
% of Total Debt		2.53	%		1.00	%		12.29	%		1.59	%		0.87	%		81.71	%		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		31.30	%		1.75	%		1.96	%		4.5	years
Fixed Rate Debt		68.70	%		5.17	%		5.23	%		6.5	years

Total Debt		100.00	%		4.10	%		4.21	%		5.9	years

(*)	All amounts represent the Company’s share.

(1)	On June 5, 2013, 540 Madison Avenue’s mortgage loan was refinanced with a new mortgage loan totaling $120 million (the Company’s share being 60%). The new loan requires interest only payments at a variable rate equal to LIBOR plus 1.50% per annum and matures on June 5, 2018.

(2)	On May 31, 2013, 500 North Capitol Street’s mortgage loan was refinanced with a new mortgage loan totaling $105 million (the Company’s share being 30%). The new loan requires interest only payments at a fixed interest rate of 4.15% per annum and matures on June 6, 2023.

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

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

(5)

On April 4, 2013, Annapolis Junction’s Building Seven project obtained a construction loan totaling $22 million (the Company’s share being 50%), which 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.

Boston Properties, Inc.

Second Quarter 2013

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of June 30, 2013


	767 Fifth Avenue (The GM Building) (1)			125 West 55th Street (2)			Two Grand Central Tower (3)			540 Madison Avenue			Market Square North			Metropolitan Square			901 New York Avenue			Wisconsin Place (4)			Annapolis Junction (5)			Eighth Avenue and 46th Street (6)			500 North Capitol Street, N.W.			Subtotal		Value- Added Fund (7)(8)			Total Unconsolidated Joint Ventures
Net Equity(8)	$	—		$	3,643		$	(90	)	$	67,628		$	(11,322	)	$	7,167		$	(2,768	)	$	48,317		$	18,027		$	10,365		$	(1,096	)	$	139,871	$	(1,896	)	$	137,975

Mortgage/Construction loans payable (8)	$	—		$	—		$	—		$	72,000		$	65,000		$	89,157		$	38,809		$	—		$	30,248		$	—		$	31,500		$	326,714	$	—		$	326,714

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

Results of Operations

(unaudited and in thousands)

for the three months ended June 30, 2013


	767 Fifth Avenue (The GM Building) (1)			125 West 55th Street (2)			Two Grand Central Tower (3)			540 Madison Avenue			Market Square North			Metropolitan Square		901 New York Avenue			Wisconsin Place (4)			Annapolis Junction (5)			Eighth Avenue and 46th Street (6)			500 North Capitol Street, N.W.			Subtotal			Value- Added Fund (7)			Total Unconsolidated Joint Ventures
REVENUE
Rental	$	40,412		$	6,441		$	—		$	5,197		$	5,559		$	9,091	$	8,931		$	1,326		$	4,579		$	—		$	1,091		$	82,627		$	585		$	83,212
Straight-line rent		(68	)		898			—			191			9			26		(345	)		—			4			—			2,350			3,065			16			3,081
Fair value lease revenue		13,459			198			—			(120	)		—			—		—			—			—			—			—			13,537			—			13,537
Termination Income		—			1			—			—			—			—		—			—			—			—			—			1			—			1

Total revenue		53,803			7,538			—			5,268			5,568			9,117		8,586			1,326			4,583			—			3,441			99,230			601			99,831

EXPENSES
Operating		14,390			2,457			3			3,006			2,277			3,261		3,147			686			1,566			65			1,436			32,294			203			32,497

NET OPERATING INCOME		39,413			5,081			(3	)		2,262			3,291			5,856		5,439			640			3,017			(65	)		2,005			66,936			398			67,334
Interest		17,811			1,967			—			1,616			1,597			2,545		2,044			—			281			—			795			28,656			94			28,750
Interest other—partner loans		11,304			—			—			—			—			—		—			—			—			—			—			11,304			—			11,304
Depreciation and amortization		16,777			—			—			2,325			808			1,967		1,397			1,373			1,673			—			821			27,141			—			27,141

SUBTOTAL		45,892			1,967			—			3,941			2,405			4,512		3,441			1,373			1,954			—			1,616			67,101			94			67,195
Losses from early extinguishment of debt		—			—			—			270			—			—		—			—			—			—			993			1,263			414			1,677
Gain on sale of real estate		—			1,766			—			—			—			—		—			—			—			—			—			1,766			11,134			12,900
NET INCOME/(LOSS)	$	(6,479	)	$	4,880		$	(3	)	$	(1,949	)	$	886		$	1,344	$	1,998		$	(733	)	$	1,063		$	(65	)	$	(604	)	$	1,601		$	11,024		$	13,039

BXP’s share of net income/(loss)	$	(3,888	)	$	2,928		$	(2	)	$	(1,169	)	$	443		$	685	$	1,636	(9)	$	(240)		$	532		$	(33	)	$	(181	)	$	710		$	4,357	(7)(9)	$	5,067
Basis differential (10)		(6	)		(914	)		—			128			(536	)		4		(609	)		(109	)		(28	)		—			15			(2,054	)		(4,400	)(7)		(6,454	)
Gain on investment		363,424			43,327			—			—			—			—		—			—			—			—			—			406,751			24,377			431,128
Elimination of inter-entity interest on partner loan		6,843			—			—			—			—			—		—			—			—			—			—			6,843			—			6,843

Subtotal		366,373			45,341			(2	)		(1,041	)		(93	)		689		1,026			(349	)		504			(33	)		(166	)		412,250			24,334	(7)		436,584
Gain upon consolidation in income statement		363,424																																363,424			24,377			387,801

Income/(loss) from unconsolidated joint ventures	$	2,949		$	45,341		$	(2	)	$	(1,041	)	$	(93	)	$	689	$	1,026		$	(349	)	$	504		$	(33	)	$	(166	)	$	48,826		$	(43	)	$	48,783
Gain on investment		—			(43,327	)		—			—			—			—		—			—			—			—			—			(43,327	)		—			(43,327	)
BXP’s share of depreciation & amortization		10,072			(164	)		—			1,267			1,007			1,024		697	(9)		570			814			—			248			15,535			—			15,535

BXP’s share of Funds from Operations (FFO)	$	13,021		$	1,850		$	(2	)	$	226		$	915		$	1,713	$	1,723		$	221		$	1,318		$	(33	)	$	82		$	21,034		$	(43	)(7)	$	20,991

BXP’s share of net operating income/(loss)	$	23,648		$	3,031		$	(2	)	$	1,370		$	1,646		$	2,987	$	1,360		$	213		$	1,509		$	(33	)	$	602		$	36,329		$	158	(7)	$	36,487

(1)

On May 31, 2013, the Company’s two joint venture partners in 767 Venture, LLC (the entity that owns 767 Fifth Avenue (The GM Building) in New York City) transferred all of their interests in the joint venture to third parties. In connection with the transfer, the Company and its new joint venture partners modified the Company’s relative decision making authority and consent rights with respect to the joint venture’s assets and operations. These changes resulted in the Company having sufficient financial and operating control over 767 Venture, LLC such that the Company now accounts for the assets, liabilities and operations of 767 Venture, LLC on a consolidated basis in its financial statements instead of the equity method of accounting. Upon consolidation, the Company recognized a gain on its investment of approximately $363.4 million.

(2)

On May 30, 2013, 125 West 55th Street was sold for approximately $470.0 million, including the assumption by the buyer of approximately $198.6 million of mortgage indebtedness. Net cash proceeds totaled approximately $253.7 million, of which the Company’s share was approximately $152.2 million, after the payment of transaction costs. The joint venture recognized a gain on sale of real estate of approximately $1.8 million, of which the Company’s share was approximately $1.1 million and is included within income from unconsolidated joint ventures in the Company’s consolidated statements of operations, but excluded from the Company’s calculation of FFO. The Company had previously recognized an impairment loss on its investment in the unconsolidated joint venture under the provisions of ASC 323. As a result, the Company recognized a gain on investment of approximately $43.3 million.

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

(4)	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.

(5)	Annapolis Junction includes two properties in service, one property in development and two undeveloped land parcels.

(6)

On July 19, 2013, a joint venture in which the Company has a 50% interest sold its Eighth Avenue and 46th Street project (undeveloped land) located in New York City for an imputed sale price of approximately $45.0 million. Net cash proceeds to the Company totaled approximately $21.8 million, after the payment of transaction costs.

(7)	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.

(8)	Represents the Company’s share.

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

(10)	Represents adjustments related to the carrying value of certain of the Company’s investment in unconsolidated joint ventures.

Boston Properties, Inc.

Second 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 received asset management, property management, leasing and redevelopment fees and, if certain return thresholds were achieved, would be entitled to an additional promoted interest.

On January 7, 2008, the Company transferred the Mountain View properties to its Value-Added Fund. The Company’s interest in the Mountain Veiw properties were approximately 39.5%.

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

Results of Operations

(unaudited and in thousands)

for the three months ended June 30, 2013


	Value-Added Fund (1)(2)
REVENUE
Rental	$	585
Straight-line rent		16
Fair value lease revenue		—

Total revenue		601

EXPENSES
Operating		203

SUBTOTAL		398
Interest		94
Interest other—partner loans		—
Depreciation and amortization		—

SUBTOTAL		94
Losses from early extinguishment of debt		414
Gain on sale of real estate		11,134

NET INCOME	$	11,024

BXP’s share of net income	$	4,357	(1)(3)
Basis differential (4)		(4,400	)
Gain on sale of investment		24,377

Income from Value-Added Fund	$	24,334	(1)
Gain on sale of investment		(24,377	)
BXP’s share of depreciation & amortization		—

BXP’s share of Funds from Operations (FFO)	$	(43	)(1)

The Company’s Equity in the Value-Added Fund	$	(1,896	)(1)

(1)	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 (the properties were sold on April 10, 2013).

(2)

On April 10, 2013, the Company’s Value-Added Fund sold its Mountain View properties located in Mountain View, California for approximately $233.5 million. The Company’s Value-Added Fund recognized a gain on sale of real estate of approximately $11.1 million, of which the Company’s share was approximately $4.4 million and is included within income from unconsolidated joint ventures in the Company’s consolidated statements of operations, but excluded from the Company’s calculation of FFO. The Company had previously recognized an impairment loss on its investment in the unconsolidated joint venture under the provisions of ASC 323. As a result, the Company recognized a gain on investment of approximately $24.4 million.

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

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

Boston Properties, Inc.

Second 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 June 30, 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		13,352,937			28.5	%		392,530			1.1	%		13,745,467			33.3	%		0.2	%		1.1	%		30.9	%
New York		8,090,696	(5)		34.5	%		—			—			8,090,696	(5)		19.6	%		—			—			34.5	%
Princeton		2,467,990			2.0	%		—			—			2,467,990			6.0	%		—			—			2.0	%
San Francisco		4,962,765			9.0	%		768,463			1.2	%		5,731,228			13.9	%		—			—			10.2	%
Washington, DC		10,480,565	(6)		21.0	%		756,325			0.8	%		11,236,890	(6)		27.2	%		0.6	%		—			22.4	%

		39,354,953			95.0	%		1,917,318			3.1	%		41,272,271			100.0	%		0.8	%		1.1	%		100.0	%

% of Total		95.4	%					4.6	%					100.0	%


*Percentage of Portfolio Net Operating Income of In-Service Properties* *by Location and Type of Property (2) (4)*
Geographic Area	CBD			Suburban			Total
Boston		25.9	%		5.0	%		30.9	%
New York		34.5	%		—			34.5	%
Princeton		—			2.0	%		2.0	%
San Francisco		7.2	%		3.0	%		10.2	%
Washington, DC		9.1	%		13.3	%		22.4	%

Total		76.7	%		23.3	%		100.0	%



*Structured Parking*
	Number of Spaces		Square Feet
Total Structured Parking		46,411		15,745,206


*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 1,809,027 square feet at 767 Fifth Avenue (The GM Building) and 294,470 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, 408,524 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 758,633 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 100% occupied.

Boston Properties, Inc.

Second Quarter 2013

In-Service Property Listing

as of June 30, 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	%	$	53.52	Y	CBD
100 Federal Street	CBD Boston MA		1		1,265,399		96.2	%		47.63	N	CBD
800 Boylston Street—The Prudential Center	CBD Boston MA		1		1,228,651		97.5	%		51.13	N	CBD
111 Huntington Avenue—The Prudential Center	CBD Boston MA		1		858,326		95.4	%		59.79	N	CBD
Atlantic Wharf Office	CBD Boston MA		1		793,827		95.3	%		61.87	N	CBD
101 Huntington Avenue—The Prudential Center	CBD Boston MA		1		505,389		100.0	%		41.86	N	CBD
The Shops at the Prudential Center	CBD Boston MA		1		501,354		100.0	%		77.21	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	%		49.14	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		245,674		97.9	%		51.48	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	%		54.39	N	CBD
(2) Seventeen Cambridge Center	East Cambridge MA		1		195,191		100.0	%		52.50	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		987,200		64.8	%		33.39	N	S
Reservoir Place	Route 128 Mass Turnpike MA		1		527,860		80.9	%		33.52	N	S
Reservoir Place North	Route 128 Mass Turnpike MA		1		73,258		100.0	%		30.70	N	S
140 Kendrick Street	Route 128 Mass Turnpike MA		3		380,987		95.6	%		36.72	N	S
230 CityPoint	Route 128 Mass Turnpike MA		1		300,993		66.1	%		30.83	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	%		32.11	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		97.2	%		32.36	N	S
10 & 20 Burlington Mall Road	Route 128 Northwest MA		2		152,229		82.6	%		24.68	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		54.3	%		25.63	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		35.9	%		35.85	N	S
Lexington Office Park	Route 128 Northwest MA		2		166,759		88.9	%		27.07	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		55,793		100.0	%		30.17	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	%		19.45	N	S
Quorum Office Park	Route 128 Northwest MA		2		267,527		82.5	%		16.95	N	S

			47		13,352,937		92.1	%	$	46.64

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:		51		13,745,467		91.7	%	$	47.27

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

(2)	Not included in Same Property analysis.

Boston Properties, Inc.

Second Quarter 2013

In-Service Property Listing (continued)

as of June 30, 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		98.7	%		88.25	Y	CBD
399 Park Avenue		Park Avenue NY		1		1,710,782		98.8	%		85.32	N	CBD
Times Square Tower		Times Square NY		1		1,245,823		98.8	%		70.25	N	CBD
(2) 767 Fifth Avenue (The GM Building) (60%ownership)		Plaza District NY		1		1,809,027		95.5	%		132.04	Y	CBD
(2) 510 Madison Avenue		Fifth/Madison Avenue NY		1		355,598		59.6	%		109.00	N	CBD
540 Madison Avenue (60% ownership)		Fifth/Madison Avenue NY		1		294,470		70.7	%		104.52	Y	CBD

		Total New York:		7		8,090,696		95.2	%	$	95.38

Princeton
Office
101 Carnegie Center		Princeton NJ		1		125,269		67.9	%	$	29.53	N	S
104 Carnegie Center		Princeton NJ		1		102,886		90.2	%		33.10	N	S
105 Carnegie Center		Princeton NJ		1		69,955		62.7	%		30.83	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	%		35.98	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		62.8	%		35.23	N	S
214 Carnegie Center		Princeton NJ		1		150,774		65.1	%		31.79	N	S
302 Carnegie Center		Princeton NJ		1		64,926		50.5	%		34.82	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		100.0	%		24.12	N	S
508 Carnegie Center		Princeton NJ		1		133,175		82.3	%		31.28	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		2,053,342		86.8	%	$	31.90

One Tower Center		East Brunswick NJ		1		414,648		33.3	%	$	29.17	N	S

				1		414,648		33.3	%	$	29.17

		Total Princeton:		17		2,467,990		77.8	%	$	31.70

San Francisco
Office
Embarcadero Center One		CBD San Francisco CA		1		833,543		95.1	%	$	47.29	N	CBD
Embarcadero Center Two		CBD San Francisco CA		1		779,768		97.9	%		51.61	N	CBD
Embarcadero Center Three		CBD San Francisco CA		1		775,086		95.5	%		44.68	N	CBD
Embarcadero Center Four		CBD San Francisco CA		1		935,038		90.5	%		54.93	Y	CBD

				4		3,323,435		94.6	%	$	49.74

611 Gateway		South San Francisco CA		1		257,664		81.0	%	$	35.22	N	S
601 and 651 Gateway		South San Francisco CA		2		507,088		100.0	%		34.85	N	S
(3) North First Business Park		San Jose CA		5		190,636		87.2	%		15.04	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	%		48.99	N	S

				13		1,639,330		78.9	%	$	29.75

Office/Technical
(2) Mountain View Research Park		Mountain View CA		16		603,564		85.6	%		32.87	N	S
(2) Mountain View Technology Park		Mountain View CA		7		135,279		100.0	%		27.30	N	S
453 Ravendale Avenue		Mountain View CA		1		29,620		88.5	%	$	19.05	N	S

				24		768,463		88.3	%	$	31.23

		Total San Francisco:		41		5,731,228		89.2	%	$	42.20

(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.

Second Quarter 2013

In-Service Property Listing (continued)

as of June 30, 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		92.5	%	$	54.34	N	CBD
500 E Street, S. W.	Southwest Washington DC		1		248,336		100.0	%		44.87	N	CBD
Metropolitan Square (51% ownership)	East End Washington DC		1		588,917		97.8	%		55.58	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		408,524		86.0	%		60.74	Y	CBD
505 9th Street, N.W. (50% ownership)	East End Washington DC		1		321,943		100.0	%		69.24	Y	CBD
901 New York Avenue (25% ownership)	East End Washington DC		1		539,229		99.8	%		63.16	Y	CBD
2200 Pennsylvania Avenue	CBD Washington DC		1		458,761		95.7	%		73.94	N	CBD
1333 New Hampshire Avenue	CBD Washington DC		1		315,371		91.8	%		52.32	N	CBD
1330 Connecticut Avenue	CBD Washington DC		1		252,136		100.0	%		60.00	N	CBD
(2) 500 North Capitol (30% ownership)	CBD Washington DC		1		231,411		85.0	%		60.29	Y	CBD
Sumner Square	CBD Washington DC		1		208,892		100.0	%		47.44	N	CBD
Annapolis Junction (50% ownership)	Anne Arundel County MD		1		117,599		91.6	%		144.39	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		183,614		95.2	%		37.13	N	S
2600 Tower Oaks Boulevard	Montgomery County MD		1		179,369		66.9	%		36.34	N	S
Wisconsin Place Office	Montgomery County MD		1		299,186		100.0	%		50.66	N	S
(2) Fountain Square (50% ownership)	Fairfax County VA		2		521,628		97.8	%		42.56	Y	S
(2) Fountain Square Retail (50% ownership)	Fairfax County VA		1		237,005		98.9	%		50.91	Y	S
Democracy Tower	Fairfax County VA		1		259,441		100.0	%		53.34	N	S
Kingstowne One	Fairfax County VA		1		151,483		83.5	%		39.31	N	S
Kingstowne Two	Fairfax County VA		1		156,251		71.8	%		41.14	Y	S
Kingstowne Retail	Fairfax County VA		1		88,288		100.0	%		33.42	Y	S
One Freedom Square	Fairfax County VA		1		436,045		89.9	%		42.94	N	S
Two Freedom Square	Fairfax County VA		1		421,142		87.0	%		44.67	N	S
One Reston Overlook	Fairfax County VA		1		319,519		100.0	%		34.07	N	S
Two Reston Overlook	Fairfax County VA		1		134,615		100.0	%		33.94	N	S
One and Two Discovery Square	Fairfax County VA		2		366,990		93.8	%		40.16	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	%		49.05	N	S
(2) One and Two Patriots Park	Fairfax County VA		2		523,482		100.0	%		33.50	N	S
Three Patriots Park	Fairfax County VA		1		182,423		100.0	%		35.55	N	S

			40		10,480,565		94.8	%	$	49.69

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	%		21.78	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	%		20.65	N	S
7374 Boston Boulevard	Fairfax County VA		1		57,321		100.0	%		17.51	N	S
8000 Grainger Court	Fairfax County VA		1		88,775		100.0	%		21.01	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	%	$	20.37

	Total Washington, DC:		52		11,236,890		95.0	%	$	47.66

	Total In-Service Properties:		168		41,272,271		92.1	%	$	55.66

(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.

Second 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		2,624,705	(1)		6.36	%
2	Citibank		1,018,432	(2)		2.47	%
3	Bank of America		875,718	(3)		2.12	%
4	Biogen		772,212			1.87	%
5	Wellington Management		707,568			1.71	%
6	Kirkland & Ellis		639,683	(4)		1.55	%
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			1.15	%
12	Manufacturers Investment (Manulife)		440,974			1.07	%
13	State Street Bank and Trust		408,552			0.99	%
14	Finnegan Henderson Farabow		362,405	(6)		0.88	%
15	Microsoft		359,859			0.87	%
16	Ann Inc. (fka Ann Taylor Corp.)		351,026			0.85	%
17	Parametric Technolgy		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					29.96	%
	Total % of Portfolio Revenue					32.47	%

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

(1)	Includes 92,620 & 104,154 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.

Second 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		764,378	$	29,303,688	$	38.34	$	29,458,916	$	38.54		2.05	%
2014		2,361,205		113,702,636		48.15		114,933,922		48.68		6.33	%
2015		2,634,493		134,143,178		50.92		136,576,620		51.84		7.06	%
2016		2,702,830		120,397,157		44.54		123,761,488		45.79		7.24	%
2017		3,813,753		245,867,436		64.47		253,180,263		66.39		10.22	%
2018		1,421,264		87,629,991		61.66		92,173,830		64.85		3.81	%
2019		3,756,517		206,794,504		55.05		220,865,257		58.80		10.06	%
2020		3,255,794		200,831,561		61.68		217,688,737		66.86		8.72	%
2021		2,144,709		114,337,428		53.31		130,625,793		60.91		5.75	%
2022		3,808,517		205,468,000		53.95		233,153,926		61.22		10.20	%
Thereafter		7,381,858		428,575,263		58.06		502,331,791		68.05		19.78	%

Occupancy By Location (4)


	CBD						Suburban						Total
Location	30-Jun-13			30-Jun-12			30-Jun-13			30-Jun-12			30-Jun-13			30-Jun-12
Boston		97.6	%		95.7	%		82.6	%		82.3	%		92.1	%		90.8	%
New York		95.2	%		95.6	%		n/a			n/a			95.2	%		95.6	%
Princeton		n/a			n/a			77.8	%		75.8	%		77.8	%		75.8	%
San Francisco		94.6	%		95.7	%		78.9	%		76.8	%		89.4	%		89.7	%
Washington, DC		95.5	%		96.2	%		94.3	%		91.7	%		94.8	%		93.8	%

Total Portfolio		96.0	%		95.8	%		86.2	%		83.8	%		92.2	%		91.5	%

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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.

Second 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		143,974	$	3,292,051	$	22.87	$	3,333,653	$	23.15		7.51	%
2014		518,175		13,716,420		26.47		13,925,412		26.87		27.03	%
2015		275,260		6,788,599		24.66		6,885,798		25.02		14.36	%
2016		362,529		23,258,629		64.16		23,656,833		65.26		18.91	%
2017		180,830		5,975,372		33.04		6,436,751		35.60		9.43	%
2018		—		—		—		—		—		0.00	%
2019		84,528		2,211,899		26.17		2,287,603		27.06		4.41	%
2020		79,971		1,281,270		16.02		1,281,270		16.02		4.17	%
2021		57,321		1,003,977		17.51		1,003,977		17.51		2.99	%
2022		—		—		—		—		—		0.00	%
Thereafter		—		—		—		—		—		0.00	%

Occupancy By Location


	CBD						Suburban						Total
Location	30-Jun-13			30-Jun-12			30-Jun-13			30-Jun-12			30-Jun-13			30-Jun-12
Boston		100.0	%		100.0	%		0.0	%		31.9	%		76.0	%		83.7	%
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			88.3	%		100.0	%		88.3	%		100.0	%
Washington, DC		n/a			n/a			97.8	%		100.0	%		97.8	%		100.0	%

Total Portfolio		100.0	%		100.0	%		87.6	%		92.7	%		89.5	%		94.6	%

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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.

Second 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		46,422	$	3,859,166	$	83.13	$	3,923,378	$	84.52		2.28	%
2014		99,762		9,518,431		95.41		10,260,507		102.85		4.91	%
2015		127,028		12,766,337		100.50		12,876,989		101.37		6.25	%
2016		222,734		21,199,474		95.18		21,865,406		98.17		10.96	%
2017		197,138		25,017,709		126.90		25,297,224		128.32		9.70	%
2018		234,849		11,632,784		49.53		12,220,321		52.03		11.56	%
2019		54,632		4,171,329		76.35		4,680,470		85.67		2.69	%
2020		133,762		6,049,415		45.23		8,505,428		63.59		6.58	%
2021		121,877		7,577,533		62.17		8,648,238		70.96		6.00	%
2022		236,803		17,728,915		74.87		22,426,821		94.71		11.65	%
Thereafter		557,266		31,564,989		56.64		40,055,116		71.88		27.42	%

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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.

Second 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		954,774	$	36,454,904	$	38.18	$	36,715,947	$	38.46		2.31	%
2014		2,979,142		136,937,486		45.97		139,119,842		46.70		7.22	%
2015		3,036,781		153,698,113		50.61		156,339,407		51.48		7.36	%
2016		3,288,093		164,855,260		50.14		169,283,727		51.48		7.97	%
2017		4,191,721		276,860,516		66.05		284,914,238		67.97		10.16	%
2018		1,656,113		99,262,775		59.94		104,394,151		63.04		4.01	%
2019		3,895,677		213,177,731		54.72		227,833,330		58.48		9.44	%
2020		3,469,527		208,162,246		60.00		227,475,435		65.56		8.41	%
2021		2,323,907		122,918,938		52.89		140,278,008		60.36		5.63	%
2022		4,045,320		223,196,915		55.17		255,580,747		63.18		9.80	%
Thereafter		7,939,124		460,140,252		57.96		542,386,907		68.32		19.24	%

Occupancy By Location (4)


	CBD						Suburban						Total
Location	30-Jun-13			30-Jun-12			30-Jun-13			30-Jun-12			30-Jun-13			30-Jun-12
Boston		97.7	%		95.9	%		81.0	%		81.3	%		91.7	%		90.6	%
New York		95.2	%		95.6	%		n/a			n/a			95.2	%		95.6	%
Princeton		n/a			n/a			77.8	%		75.8	%		77.8	%		75.8	%
San Francisco		94.6	%		95.7	%		81.9	%		77.2	%		89.2	%		89.7	%
Washington, DC		95.5	%		96.2	%		94.7	%		92.8	%		95.0	%		94.3	%

Total Portfolio		96.1	%		95.8	%		86.3	%		84.4	%		92.1	%		91.6	%

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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.

Second 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		206,050	$	8,258,162	$	40.08	$	8,258,162	$	40.08		—	$	—	$	—	$	—	$	—
2014		1,061,776		42,680,742		40.20		42,758,206		40.27		67,362		1,663,455		24.69		1,663,455		24.69
2015		1,106,206		46,718,448		42.23		47,770,847		43.18		—		—		—		—		—
2016		913,628		35,658,977		39.03		36,585,033		40.04		225,532		19,758,912		87.61		19,758,912		87.61
2017		772,382		31,775,674		41.14		32,660,562		42.29		—		—		—		—		—
2018		393,655		16,043,509		40.76		17,010,190		43.21		—		—		—		—		—
2019		1,047,159		47,075,140		44.96		50,136,322		47.88		—		—		—		—		—
2020		263,780		12,185,585		46.20		12,675,356		48.05		—		—		—		—		—
2021		676,921		24,424,333		36.08		25,909,350		38.28		—		—		—		—		—
2022		1,651,373		77,186,431		46.74		86,952,931		52.65		—		—		—		—		—
Thereafter		3,244,216		174,264,552		53.72		207,732,195		64.03		—		—		—		—		—

	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		16,703	$	2,817,724	$	168.70	$	2,862,124	$	171.35		222,753	$	11,075,886	$	49.72	$	11,120,286	$	49.92
2014		28,225		4,613,447		163.45		4,576,287		162.14		1,157,363		48,957,644		42.30		48,997,948		42.34
2015		31,699		4,965,923		156.66		4,994,819		157.57		1,137,905		51,684,371		45.42		52,765,666		46.37
2016		18,555		2,622,086		141.31		2,658,478		143.28		1,157,715		58,039,975		50.13		59,002,423		50.96	(4)
2017		47,142		3,007,560		63.80		3,040,406		64.49		819,524		34,783,234		42.44		35,700,968		43.56
2018		143,602		6,257,600		43.58		6,423,345		44.73		537,257		22,301,110		41.51		23,433,535		43.62
2019		16,026		2,242,091		139.90		2,411,202		150.46		1,063,185		49,317,231		46.39		52,547,525		49.42
2020		92,818		3,842,554		41.40		6,059,915		65.29		356,598		16,028,139		44.95		18,735,271		52.54
2021		37,719		2,362,163		62.63		2,597,952		68.88		714,640		26,786,496		37.48		28,507,302		39.89
2022		126,196		5,636,601		44.67		8,471,548		67.13		1,777,569		82,823,032		46.59		95,424,479		53.68
Thereafter		249,718		12,742,400		51.03		14,188,486		56.82		3,493,934		187,006,952		53.52		221,920,681		63.52

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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 $40.84 per square foot and $41.91 per square foot, respectively, in 2016.

Boston Properties, Inc.

Second 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		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2013		3,288		84,708		25.76		84,708		25.76	(4)		—		—		—		—		—
Q3 2013		78,319		3,069,516		39.19		3,069,516		39.19			—		—		—		—		—
Q4 2013		124,443		5,103,938		41.01		5,103,938		41.01			—		—		—		—		—

Total 2013		206,050	$	8,258,162	$	40.08	$	8,258,162	$	40.08			—	$	—	$	—	$	—	$	—

Q1 2014		200,630	$	8,510,601	$	42.42	$	8,514,279	$	42.44			—	$	—	$	—	$	—	$	—
Q2 2014		196,884		7,808,866		39.66		7,774,616		39.49			—		—		—		—		—
Q3 2014		133,013		4,427,044		33.28		4,456,082		33.50			—		—		—		—		—
Q4 2014		531,249		21,934,232		41.29		22,013,228		41.44			67,362		1,663,455		24.69		1,663,455		24.69

Total 2014		1,061,776	$	42,680,742	$	40.20	$	42,758,206	$	40.27			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		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2013		—		—		—		—		—			3,288		84,708		25.76		84,708		25.76	(4)
Q3 2013		2,112		446,944		211.62		446,944		211.62			80,431		3,516,460		43.72		3,516,460		43.72
Q4 2013		14,591		2,370,780		162.48		2,415,180		165.53			139,034		7,474,718		53.76		7,519,118		54.08

Total 2013		16,703	$	2,817,724	$	168.70	$	2,862,124	$	171.35			222,753	$	11,075,886	$	49.72	$	11,120,286	$	49.92

Q1 2014		11,563	$	2,567,767	$	222.07	$	2,538,967	$	219.58			212,193	$	11,078,368	$	52.21	$	11,053,246	$	52.09
Q2 2014		7		427,028		61,003.99		410,228		58,603.99			196,891		8,235,894		41.83		8,184,844		41.57
Q3 2014		176		198,960		1,130.45		198,960		1,130.45			133,189		4,626,004		34.73		4,655,042		34.95
Q4 2014		16,479		1,419,692		86.15		1,428,132		86.66			615,090		25,017,378		40.67		25,104,815		40.81

Total 2014		28,225	$	4,613,447	$	163.45	$	4,576,287	$	162.14			1,157,363	$	48,957,644	$	42.30	$	48,997,948	$	42.34

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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 June 30, 2013.

Boston Properties, Inc.

Second 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		14,333	$	1,281,479	$	89.41	$	1,281,479	$	89.41		—	$	—	$	—	$	—	$	—
2014		145,227		17,619,841		121.33		17,839,456		122.84		—		—		—		—		—
2015		235,519		24,989,484		106.10		24,664,956		104.73		—		—		—		—		—
2016		215,846		20,203,468		93.60		20,428,349		94.64		—		—		—		—		—
2017		1,403,014		135,259,914		96.41		138,195,420		98.50		—		—		—		—		—
2018		329,993		38,734,631		117.38		38,504,773		116.68		—		—		—		—		—
2019		1,016,720		87,454,712		86.02		92,472,206		90.95		—		—		—		—		—
2020		1,350,830		107,851,626		79.84		114,082,079		84.45		—		—		—		—		—
2021		206,627		27,164,932		131.47		30,386,787		147.06		—		—		—		—		—
2022		843,505		69,259,921		82.11		75,240,051		89.20		—		—		—		—		—
Thereafter		1,595,098		137,477,771		86.19		156,766,942		98.28		—		—		—		—		—

	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		308	$	24,000	$	77.92	$	24,000	$	77.92		14,641	$	1,305,479	$	89.17	$	1,305,479	$	89.17
2014		12,022		1,546,147		128.61		1,583,822		131.74		157,249		19,165,988		121.88		19,423,278		123.52
2015		3,000		2,357,166		785.72		2,357,166		785.72		238,519		27,346,650		114.65		27,022,122		113.29
2016		97,474		12,785,659		131.17		13,285,673		136.30		313,320		32,989,128		105.29		33,714,021		107.60
2017		78,027		17,918,666		229.65		17,958,292		230.15		1,481,041		153,178,580		103.43		156,153,712		105.44
2018		—		—		—		—		—		329,993		38,734,631		117.38		38,504,773		116.68
2019		877		69,407		79.14		77,761		88.67		1,017,597		87,524,119		86.01		92,549,967		90.95
2020		4,928		493,880		100.22		572,369		116.15		1,355,758		108,345,506		79.92		114,654,447		84.57
2021		2,056		251,399		122.28		311,772		151.64		208,683		27,416,332		131.38		30,698,559		147.11
2022		59,437		9,565,871		160.94		11,048,210		185.88		902,942		78,825,792		87.30		86,288,261		95.56
Thereafter		57,258		9,612,403		167.88		14,428,914		252.00		1,652,356		147,090,174		89.02		171,195,856		103.61

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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.

Second Quarter 2013

IN-SERVICE NEW YORK REGION PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Lease Expiration by Quarter	Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot		Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot
Q1 2013		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2013		—		—		—		—		—		—		—		—		—		—
Q3 2013		8,808		849,941		96.50		849,941		96.50		—		—		—		—		—
Q4 2013		5,525		431,538		78.11		431,538		78.11		—		—		—		—		—

Total 2013		14,333	$	1,281,479	$	89.41	$	1,281,479	$	89.41		—	$	—	$	—	$	—	$	—

Q1 2014		45,317	$	5,564,707	$	122.80	$	5,564,707	$	122.80		—	$	—	$	—	$	—	$	—
Q2 2014		61,135		9,010,897		147.39		9,013,689		147.44		—		—		—		—		—
Q3 2014		—		—		—		—		—		—		—		—		—		—
Q4 2014		38,775		3,044,237		78.51		3,261,060		84.10		—		—		—		—		—

Total 2014		145,227	$	17,619,841	$	121.33	$	17,839,456	$	122.84		—	$	—	$	—	$	—	$	—


	Retail										Total Property Types
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Lease Expiration by Quarter	Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot		Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot
Q1 2013		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2013		—		—		—		—		—		—		—		—		—		—
Q3 2013		—		—		—		—		—		8,808		849,941		96.50		849,941		96.50
Q4 2013		308		24,000		77.92		24,000		77.92		5,833		455,538		78.10		455,538		78.10

Total 2013		308	$	24,000	$	77.92	$	24,000	$	77.92		14,641	$	1,305,479	$	89.17	$	1,305,479	$	89.17

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		—		—		—		—		—		61,135		9,010,897		147.39		9,013,689		147.44
Q3 2014		—		—		—		—		—		—		—		—		—		—
Q4 2014		7,177		906,806		126.35		944,481		131.60		45,952		3,951,043		85.98		4,205,541		91.52

Total 2014		12,022	$	1,546,147	$	128.61	$	1,583,822	$	131.74		157,249	$	19,165,988	$	121.88	$	19,423,278	$	123.52

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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.

Second Quarter 2013

IN-SERVICE PRINCETON REGION PROPERTIES

Lease Expirations—Princeton Region (1) (2) (3)


	OFFICE										OFFICE/TECHNICAL
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Year of Lease Expiration	Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot		Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot
2013		98,994	$	1,950,590	$	19.70	$	1,950,590	$	19.70		—	$	—	$	—	$	—	$	—
2014		193,829		6,881,408		35.50		6,891,359		35.55		—		—		—		—		—
2015		245,096		8,141,238		33.22		8,252,749		33.67		—		—		—		—		—
2016		94,202		3,258,478		34.59		3,312,407		35.16		—		—		—		—		—
2017		197,387		6,827,486		34.59		7,089,174		35.92		—		—		—		—		—
2018		127,003		3,920,788		30.87		4,133,653		32.55		—		—		—		—		—
2019		438,897		13,770,563		31.38		14,448,802		32.92		—		—		—		—		—
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		13,238,261		32.10		14,563,334		35.31		—		—		—		—		—

	Retail										Total Property Types
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Year of Lease	Footage Subject to		Revenues Under		Square		Expiring Leases		Square		Footage Subject to		Revenues Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot		Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2013		—	$	—	$	—	$	—	$	—		98,994	$	1,950,590	$	19.70	$	1,950,590	$	19.70
2014		—		—		—		—		—		193,829		6,881,408		35.50		6,891,359		35.55
2015		—		—		—		—		—		245,096		8,141,238		33.22		8,252,749		33.67
2016		—		—		—		—		—		94,202		3,258,478		34.59		3,312,407		35.16
2017		—		—		—		—		—		197,387		6,827,486		34.59		7,089,174		35.92
2018		—		—		—		—		—		127,003		3,920,788		30.87		4,133,653		32.55
2019		—		—		—		—		—		438,897		13,770,563		31.38		14,448,802		32.92
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		13,238,261		32.10		14,563,334		35.31

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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.

Second Quarter 2013

IN-SERVICE PRINCETON REGION PROPERTIES

Quarterly Lease Expirations—Princeton Region (1) (2) (3)


	OFFICE										OFFICE/TECHNICAL
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Lease Expiration by Quarter	Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot		Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot
Q1 2013		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2013		—		—		—		—		—		—		—		—		—		—
Q3 2013		6,050		195,205		32.27		195,205		32.27		—		—		—		—		—
Q4 2013		92,944		1,755,384		18.89		1,755,384		18.89		—		—		—		—		—

Total 2013		98,994	$	1,950,590	$	19.70	$	1,950,590	$	19.70		—	$	—	$	—	$	—	$	—

Q1 2014		39,954	$	1,424,958	$	35.66	$	1,424,958	$	35.66		—	$	—	$	—	$	—	$	—
Q2 2014		69,712		2,376,957		34.10		2,376,957		34.10		—		—		—		—		—
Q3 2014		52,685		1,980,126		37.58		1,988,480		37.74		—		—		—		—		—
Q4 2014		31,478		1,099,367		34.92		1,100,964		34.98		—		—		—		—		—

Total 2014		193,829	$	6,881,408	$	35.50	$	6,891,359	$	35.55		—	$	—	$	—	$	—	$	—


	Retail										Total Property Types
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Lease Expiration by Quarter	Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot		Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot
Q1 2013		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2013		—		—		—		—		—		—		—		—		—		—
Q3 2013		—		—		—		—		—		6,050		195,205		32.27		195,205		32.27
Q4 2013		—		—		—		—		—		92,944		1,755,384		18.89		1,755,384		18.89

Total 2013		—	$	—	$	—	$	—	$	—		98,994	$	1,950,590	$	19.70	$	1,950,590	$	19.70

Q1 2014		—	$	—	$	—	$	—	$	—		39,954	$	1,424,958	$	35.66	$	1,424,958	$	35.66
Q2 2014		—		—		—		—		—		69,712		2,376,957		34.10		2,376,957		34.10
Q3 2014		—		—		—		—		—		52,685		1,980,126		37.58		1,988,480		37.74
Q4 2014		—		—		—		—		—		31,478		1,099,367		34.92		1,100,964		34.98

Total 2014		—	$	—	$	—	$	—	$	—		193,829	$	6,881,408	$	35.50	$	6,891,359	$	35.55

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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.

Second Quarter 2013

IN-SERVICE SAN FRANCISCO REGION PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Year of Lease Expiration	Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot		Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot
2013		255,297	$	6,446,413	$	25.25	$	6,449,097	$	25.26		43,076	$	1,178,995	$	27.37	$	1,193,014	$	27.70
2014		298,860		13,916,308		46.56		14,159,742		47.38		254,793		8,567,391		33.62		8,742,104		34.31
2015		304,868		13,483,973		44.23		13,797,413		45.26		56,986		1,708,323		29.98		1,778,472		31.21
2016		1,073,853		43,646,865		40.65		44,667,682		41.60		103,597		2,771,367		26.75		3,114,543		30.06
2017		469,308		18,633,061		39.70		19,808,452		42.21		167,422		5,705,156		34.08		6,146,366		36.71
2018		113,207		6,464,088		57.10		6,929,665		61.21		—		—		—		—		—
2019		275,225		11,751,008		42.70		12,890,908		46.84		52,528		1,254,951		23.89		1,507,295		28.70
2020		475,171		27,749,825		58.40		29,639,455		62.38		—		—		—		—		—
2021		176,517		8,067,505		45.70		9,408,730		53.30		—		—		—		—		—
2022		452,576		17,829,537		39.40		21,288,261		47.04		—		—		—		—		—
Thereafter		269,398		13,370,761		49.63		15,943,679		59.18		—		—		—		—		—

	Retail										Total Property Types
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Year of Lease Expiration	Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot		Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot
2013		27,451	$	832,659	$	30.33	$	852,471	$	31.05		325,824	$	8,458,067	$	25.96	$	8,494,582	$	26.07
2014		14,581		851,875		58.42		853,455		58.53		568,234		23,335,575		41.07		23,755,301		41.81
2015		34,639		1,989,783		57.44		2,009,016		58.00		396,493		17,182,078		43.34		17,584,901		44.35
2016		38,123		1,913,785		50.20		1,943,955		50.99		1,215,573		48,332,017		39.76		49,726,181		40.91
2017		15,967		1,027,021		64.32		1,080,524		67.67		652,697		25,365,238		38.86		27,035,342		41.42
2018		25,224		1,382,318		54.80		1,441,271		57.14		138,431		7,846,407		56.68		8,370,935		60.47
2019		5,642		312,638		55.41		349,198		61.89		333,395		13,318,596		39.95		14,747,401		44.23
2020		13,451		477,528		35.50		514,197		38.23		488,622		28,227,353		57.77		30,153,652		61.71
2021		15,458		909,441		58.83		990,606		64.08		191,975		8,976,947		46.76		10,399,336		54.17
2022		27,445		1,025,380		37.36		1,115,821		40.66		480,021		18,854,917		39.28		22,404,082		46.67
Thereafter		27,788		1,479,036		53.23		1,588,124		57.15		297,186		14,849,797		49.97		17,531,803		58.99

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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.

Second Quarter 2013

IN-SERVICE SAN FRANCISCO REGION PROPERTIES

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


	OFFICE											OFFICE/TECHNICAL
							Annualized											Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per			Rentable Square		Current Annualized		Per		Revenues Under		Per
Lease Expiration by Quarter	Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot			Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot
Q1 2013		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2013		4,099		131,788		32.15		131,788		32.15	(4)		—		—		—		—		—
Q3 2013		5,344		154,932		28.99		157,616		29.49			17,600		362,094		20.57		362,068		20.57
Q4 2013		245,854		6,159,693		25.05		6,159,693		25.05			25,476		816,901		32.07		830,945		32.62

Total 2013		255,297	$	6,446,413	$	25.25	$	6,449,097	$	25.26			43,076	$	1,178,995	$	27.37	$	1,193,014	$	27.70

Q1 2014		36,070	$	1,343,498	$	37.25	$	1,388,335	$	38.49			59,251	$	2,115,450	$	35.70	$	2,115,450	$	35.70
Q2 2014		104,983		4,722,371		44.98		4,745,903		45.21			—		—		—		—		—
Q3 2014		57,875		3,306,364		57.13		3,350,670		57.89			69,612		2,064,507		29.66		2,134,408		30.66
Q4 2014		99,932		4,544,075		45.47		4,674,834		46.78			125,930		4,387,434		34.84		4,492,246		35.67

Total 2014		298,860	$	13,916,308	$	46.56	$	14,159,742	$	47.38			254,793	$	8,567,391	$	33.62	$	8,742,104	$	34.31


	Retail											Total Property Types
							Annualized											Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per			Rentable Square		Current Annualized		Per		Revenues Under		Per
Lease Expiration by Quarter	Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot			Footage Subject to Expiring Leases		Revenues Under Expiring Leases		Square Foot		Expiring Leases with future step-ups		Square Foot
Q1 2013		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2013		1,992		94,114		47.25		95,926		48.16	(4)		6,091		225,902		37.09		227,714		37.39	(4)
Q3 2013		11,942		126,000		10.55		126,000		10.55			34,886		643,026		18.43		645,684		18.51
Q4 2013		13,517		612,545		45.32		630,545		46.65			284,847		7,589,139		26.64		7,621,183		26.76

Total 2013		27,451	$	832,659	$	30.33	$	852,471	$	31.05			325,824	$	8,458,067	$	25.96	$	8,494,582	$	26.07

Q1 2014		4,622	$	255,183	$	55.21	$	255,183	$	55.21			99,943	$	3,714,130	$	37.16	$	3,758,967	$	37.61
Q2 2014		5,067		317,121		62.59		317,121		62.59			110,050		5,039,492		45.79		5,063,023		46.01
Q3 2014		4,892		279,572		57.15		281,151		57.47			132,379		5,650,443		42.68		5,766,230		43.56
Q4 2014		—		—		—		—		—			225,862		8,931,509		39.54		9,167,080		40.59

Total 2014		14,581	$	851,875	$	58.42	$	853,455	$	58.53			568,234	$	23,335,575	$	41.07	$	23,755,301	$	41.81

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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 June 30, 2013.

Boston Properties, Inc.

Second 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		189,704	$	11,367,044	$	59.92	$	11,519,589	$	60.72	(4)		100,898	$	2,113,056	$	20.94	$	2,140,639	$	21.22
2014		661,513		32,604,336		49.29		33,285,160		50.32	(4)		196,020		3,485,573		17.78		3,519,853		17.96
2015		742,804		40,810,034		54.94		42,090,655		56.66	(4)		218,274		5,080,276		23.27		5,107,325		23.40
2016		405,301		17,629,369		43.50		18,768,016		46.31			33,400		728,351		21.81		783,378		23.45
2017		971,662		53,371,300		54.93		55,426,655		57.04			13,408		270,215		20.15		290,384		21.66
2018		457,406		22,466,974		49.12		25,595,550		55.96			—		—		—		—		—
2019		978,516		46,743,081		47.77		50,917,019		52.03			32,000		956,948		29.90		780,308		24.38
2020		1,166,013		53,044,524		45.49		61,291,847		52.57			79,971		1,281,270		16.02		1,281,270		16.02
2021		1,026,519		52,878,554		51.51		62,931,057		61.31			57,321		1,003,977		17.51		1,003,977		17.51
2022		831,326		40,274,897		48.45		48,695,996		58.58			—		—		—		—		—
Thereafter		1,860,697		90,223,918		48.49		107,325,641		57.68			—		—		—		—		—

	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		1,960	$	184,783	$	94.28	$	184,783	$	94.28			292,562	$	13,664,883	$	46.71	$	13,845,011	$	47.32
2014		44,934		2,506,962		55.79		3,246,943		72.26			902,467		38,596,872		42.77		40,051,957		44.38
2015		57,690		3,453,465		59.86		3,515,989		60.95			1,018,768		49,343,776		48.43		50,713,969		49.78
2016		68,582		3,877,943		56.54		3,977,300		57.99			507,283		22,235,663		43.83		23,528,694		46.38
2017		56,002		3,064,462		54.72		3,218,002		57.46			1,041,072		56,705,978		54.47		58,935,042		56.61
2018		66,023		3,992,865		60.48		4,355,706		65.97			523,429		26,459,839		50.55		29,951,255		57.22
2019		32,087		1,547,193		48.22		1,842,308		57.42			1,042,603		49,247,222		47.23		53,539,636		51.35
2020		22,565		1,235,454		54.75		1,358,947		60.22			1,268,549		55,561,248		43.80		63,932,064		50.40
2021		66,644		4,054,529		60.84		4,747,909		71.24			1,150,484		57,937,060		50.36		68,682,943		59.70
2022		23,725		1,501,064		63.27		1,791,241		75.50			855,051		41,775,961		48.86		50,487,237		59.05
Thereafter		222,502		7,731,151		34.75		9,849,592		44.27			2,083,199		97,955,069		47.02		117,175,233		56.25

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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 107,771 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) $35.89 per square foot and $36.58 per square foot, respectively, for 2013, (ii) $39.09 per square foot and $43.74 per square foot, respectively, for 2014 and (iii) $43.71 per square foot and $45.11 per square foot, respectively, for 2015.

Boston Properties, Inc.

Second 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		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2013		3,749		166,593		44.44		166,593		44.44	(4)		40,880		842,530		20.61		842,530		20.61	(4)
Q3 2013		125,195		5,634,312		45.00		5,776,552		46.14			—		—		—		—		—
Q4 2013		60,760		5,566,139		91.61		5,576,444		91.78	(5)		60,018		1,270,526		21.17		1,298,109		21.63

Total 2013		189,704	$	11,367,044	$	59.92	$	11,519,589	$	60.72			100,898	$	2,113,056	$	20.94	$	2,140,639	$	21.22

Q1 2014		41,451	$	2,044,950	$	49.33	$	2,097,775	$	50.61			—	$	—	$	—	$	—	$	—
Q2 2014		47,961		5,226,628		108.98		5,260,443		109.68	(6)		55,375		1,136,889		20.53		1,148,839		20.75
Q3 2014		195,236		9,776,947		50.08		9,996,005		51.20			103,750		1,499,687		14.45		1,499,687		14.45
Q4 2014		376,865		15,555,811		41.28		15,930,937		42.27			36,895		848,997		23.01		871,328		23.62

Total 2014		661,513	$	32,604,336	$	49.29	$	33,285,160	$	50.32			196,020	$	3,485,573	$	17.78	$	3,519,853	$	17.96


	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		—		—		—		—		—			44,629		1,009,123		22.61		1,009,123		22.61	(4)
Q3 2013		—		—		—		—		—			125,195		5,634,312		45.00		5,776,552		46.14
Q4 2013		1,960		184,783		94.28		184,783		94.28			122,738		7,021,448		57.21		7,059,335		57.52

Total 2013		1,960	$	184,783	$	94.28	$	184,783	$	94.28			292,562	$	13,664,883	$	46.71	$	13,845,011	$	47.32

Q1 2014		15,995	$	859,225	$	53.72	$	1,579,530	$	98.75			57,446	$	2,904,175	$	50.55	$	3,677,305	$	64.01
Q2 2014		2,207		166,383		75.39		169,914		76.99			105,543		6,529,901		61.87		6,579,196		62.34
Q3 2014		5,260		313,904		59.68		327,085		62.18			304,246		11,590,538		38.10		11,822,777		38.86
Q4 2014		21,472		1,167,450		54.37		1,170,414		54.51			435,232		17,572,258		40.37		17,972,679		41.29

Total 2014		44,934	$	2,506,962	$	55.79	$	3,246,943	$	72.26			902,467	$	38,596,872	$	42.77	$	40,051,957	$	44.38

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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 June 30, 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 $43.06 per square foot and $43.39 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 $41.21 per square foot and $42.30 per square foot, respectively.

Boston Properties, Inc.

Second 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		120,123	$	7,823,813	$	65.13	$	7,868,213	$	65.50	(4)		90,757	$	3,946,356	$	43.48	$	3,968,852	$	43.73
2014		796,247		37,187,746		46.70		37,228,067		46.75			214,931		10,741,328		49.98		10,938,308		50.89
2015		635,100		36,954,228		58.19		37,148,199		58.49			276,613		13,238,819		47.86		13,480,494		48.73
2016		560,917		37,809,903		67.41		38,195,287		68.09	(5)		889,268		41,864,306		47.08		42,247,358		47.51
2017		298,867		18,843,640		63.05		19,023,384		63.65			259,774		12,721,643		48.97		13,175,940		50.72
2018		305,374		15,499,152		50.75		16,106,363		52.74			129,972		7,577,350		58.30		8,063,429		62.04
2019		747,419		36,927,876		49.41		39,206,915		52.46			145,422		7,147,261		49.15		7,620,762		52.40
2020		324,861		15,200,606		46.79		17,998,696		55.40			474,462		27,584,386		58.14		29,411,231		61.99
2021		390,352		19,608,807		50.23		21,114,628		54.09			191,975		8,976,947		46.76		10,399,336		54.17
2022		1,274,222		64,265,563		50.44		76,670,576		60.17			189,573		8,432,039		44.48		9,607,513		50.68
Thereafter		3,080,708		168,064,678		54.55		200,116,263		64.96			256,529		12,923,989		50.38		14,760,380		57.54

	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		14,641	$	1,305,479	$	89.17	$	1,305,479	$	89.17			124,933	$	5,698,574	$	45.61	$	5,841,498	$	46.76
2014		157,249		19,165,988		121.88		19,423,278		123.52			197,550		10,165,436		51.46		10,291,564		52.10
2015		238,519		27,346,650		114.65		27,022,122		113.29			338,283		20,535,004		60.70		21,055,180		62.24
2016		313,320		32,989,128		105.29		33,714,021		107.60			68,605		3,490,993		50.89		3,667,061		53.45
2017		1,481,041		153,178,580		103.43		156,153,712		105.44			775,538		44,831,537		57.81		45,945,610		59.24
2018		329,993		38,734,631		117.38		38,504,773		116.68			122,460		7,698,783		62.87		8,424,690		68.80
2019		1,017,597		87,524,119		86.01		92,549,967		90.95			427,781		25,046,973		58.55		27,919,899		65.27
2020		1,355,758		108,345,506		79.92		114,654,447		84.57			445,689		22,956,376		51.51		27,738,925		62.24
2021		208,683		27,416,332		131.38		30,698,559		147.11			540,837		31,859,176		58.91		37,922,132		70.12
2022		902,942		78,825,792		87.30		86,288,261		95.56			294,990		19,493,967		66.08		22,831,480		77.40
Thereafter		1,652,356		147,090,174		89.02		171,195,856		103.61			891,443		55,329,249		62.07		69,997,036		78.52

	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 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 $60.07 per square foot and $61.90 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 $53.51 per square foot and $54.68 per square foot, respectively, in 2016.

Boston Properties, Inc.

Second 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 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		102,630	$	3,252,073	$	31.69	$	3,252,073	$	31.69		235,067	$	4,511,711	$	19.19	$	4,525,730	$	19.25
2014		361,116		11,769,898		32.59		11,769,881		32.59		353,303		12,594,247		35.65		12,816,992		36.28
2015		502,805		14,730,143		29.30		15,617,468		31.06		119,880		3,943,260		32.89		4,104,407		34.24
2016		596,798		20,230,072		33.90		20,807,136		34.86		326,305		6,467,711		19.82		7,478,824		22.92
2017		520,657		15,939,594		30.61		16,677,583		32.03		392,923		12,643,595		32.18		13,859,402		35.27
2018		231,883		6,801,958		29.33		7,327,172		31.60		8,459		269,057		31.81		307,506		36.35
2019		315,766		12,389,355		39.24		13,340,610		42.25		187,973		6,171,335		32.83		7,126,639		37.91
2020		31,737		827,533		26.07		736,576		23.21		14,160		642,968		45.41		742,421		52.43
2021		324,288		7,177,689		22.13		7,392,674		22.80		—		—		—		—		—
2022		503,347		18,557,469		36.87		18,753,903		37.26		290,448		10,422,878		35.89		12,796,569		44.06
Thereafter		413,226		18,942,274		45.84		21,804,418		52.77		40,657		1,925,808		4.66		2,771,423		68.17

	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		—	$	—	$	—	$	—	$	—		167,629	$	7,966,309	$	47.52	$	8,003,513	$	47.75	(4)
2014		—		—		—		—		—		704,917		28,431,435		40.33		29,760,392		42.22	(4)
2015		—		—		—		—		—		680,485		28,808,771		42.34		29,658,790		43.58	(4)
2016		—		—		—		—		—		438,678		18,744,670		42.73		19,861,633		45.28
2017		—		—		—		—		—		265,534		11,874,441		44.72		12,989,432		48.92
2018		—		—		—		—		—		400,969		18,761,056		46.79		21,526,565		53.69
2019		—		—		—		—		—		614,822		24,200,249		39.36		25,619,737		41.67
2020		—		—		—		—		—		822,860		32,604,872		39.62		36,193,139		43.98
2021		—		—		—		—		—		609,647		26,077,884		42.78		30,760,811		50.46
2022		—		—		—		—		—		560,061		22,281,994		39.78		27,655,757		49.38
Thereafter		—		—		—		—		—		1,191,756		42,625,820		35.77		47,178,196		39.59

	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		98,994	$	1,950,590	$	19.70	$	1,950,590	$	19.70		—	$	—	$	—	$	—	$	—
2014		193,829		6,881,408		35.50		6,891,359		35.55		—		—		—		—		—
2015		245,096		8,141,238		33.22		8,252,749		33.67		—		—		—		—		—
2016		94,202		3,258,478		34.59		3,312,407		35.16		—		—		—		—		—
2017		197,387		6,827,486		34.59		7,089,174		35.92		—		—		—		—		—
2018		127,003		3,920,788		30.87		4,133,653		32.55		—		—		—		—		—
2019		438,897		13,770,563		31.38		14,448,802		32.92		—		—		—		—		—
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		13,238,261		32.10		14,563,334		35.31		—		—		—		—		—

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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) $27.08 per square foot and $27.35 per square foot, respectively, for 2013, (ii) $35.47 per square foot and $37.42 per square foot, respectively, for 2014 and (iii) $34.64 per square foot and $35.96 per square foot, respectively, for 2015.

Boston Properties, Inc.

Second Quarter 2013

HOTEL PERFORMANCE

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


*Cambridge Center Marriott*	Second Quarter 2013			Second Quarter 2012			Percent Change			YTD 2013			YTD 2012			Percent Change
Average Occupancy		83.1	%		85.5	%		-2.8	%		78.2	%		80.4	%		-2.7	%
Average Daily Rate	$	252.29		$	242.69			4.0	%	$	224.99		$	214.57			4.9	%
Revenue per available room	$	209.62		$	207.43			1.1	%	$	176.03		$	172.51			2.0	%
Rental Revenue	$	11,118		$	10,049			10.6	%
Operating expenses and real estate taxes		7,335			6,616			10.9	%

Net Operating Income	$	3,783		$	3,433			10.2	%

Less: Straight line rent and fair value lease revenue		1			32			-96.9	%

Rental Revenue—cash basis		11,117			10,017			11.0	%
Less: Operating expenses and real estate taxes		7,335			6,616			10.9	%
Add: Straight line ground rent expense		—			—			—

Net Operating Income—cash basis	$	3,782		$	3,401			11.2	%

RESIDENTIAL PERFORMANCE

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


Residences on The Avenue located at 2221 I Street, NW, Washington, DC	Second Quarter 2013			Second Quarter 2012			Percent Change			YTD 2013			YTD 2012			Percent Change
Average Rental Rate (1)	$	3,304		$	3,158			4.6	%	$	3,332		$	3,082			8.1	%
Average Rental Rate Per Occupied Square Foot (1)	$	4.05		$	3.87			4.7	%	$	4.08		$	3.78			7.9	%
Average Physical Occupancy (1) (2)		93.2	%		90.2	%		3.3	%		93.0	%		83.5	%		11.4	%
Average Economic Occupancy (2)		92.9	%		89.3	%		4.0	%		92.7	%		81.8	%		13.3	%
Rental Revenue (3)	$	4,419		$	4,023			9.8	%
Operating expenses and real estate taxes		2,423			2,207			9.8	%

Net Operating Income (3)	$	1,996		$	1,816			9.9	%

Less: Straight line rent and fair value lease revenue		94			107			-12.1	%

Rental Revenue—cash basis		4,325			3,916			10.4	%
Less: Operating expenses and real estate taxes		2,423			2,207			9.8	%
Add: Straight line ground rent expense		537			552			-2.7	%

Net Operating Income—cash basis	$	2,439		$	2,261			7.9	%


The Lofts at Atlantic Wharf Boston, MA	Second Quarter 2013			Second Quarter 2012			Percent Change			YTD 2013			YTD 2012			Percent Change
Average Rental Rate (4)	$	3,651		$	3,604			1.3	%	$	3,714		$	3,592			3.4	%
Average Rental Rate Per Occupied Square Foot (4)	$	4.09		$	4.02			1.7	%	$	4.14		$	4.05			2.2	%
Average Physical Occupancy (2) (4)		97.7	%		96.9	%		0.8	%		98.6	%		95.2	%		3.6	%
Average Economic Occupancy (2)		93.5	%		91.2	%		2.5	%		96.7	%		88.2	%		9.6	%
Rental Revenue (5)	$	1,065		$	1,013			5.1	%
Operating expenses and real estate taxes		407			367			10.9	%

Net Operating Income (5)	$	658		$	646			1.9	%

Less: Straight line rent and fair value lease revenue		13			22			-40.9	%

Rental Revenue—cash basis		1,052			991			6.2	%
Less: Operating expenses and real estate taxes		407			367			10.9	%
Add: Straight line ground rent expense		—			—			—

Net Operating Income—cash basis	$	645		$	624			3.4	%

(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 $780, 000 and $781,000 for the quarter ended June 30, 2013 and June 30, 2012, respectively.

(4)	Excludes 9,617 square feet of retail space which is 100% occupied.

(5)	Includes 9,617 square feet of retail space, which had revenue of approximately $98,000 and $69,000 for the quarter ended June 30, 2013 and June 30, 2012, respectively.

Boston Properties, Inc.

Second Quarter 2013

OCCUPANCY ANALYSIS

Same Property Occupancy⁽¹⁾—By Location


	CBD						Suburban						Total
Location	30-Jun-13			30-Jun-12			30-Jun-13			30-Jun-12			30-Jun-13			30-Jun-12
Boston		97.6	%		95.9	%		81.0	%		81.3	%		91.5	%		90.6	%
New York		97.3	%		98.1	%		n/a			n/a			97.3	%		98.1	%
Princeton		n/a			n/a			77.8	%		75.8	%		77.8	%		75.8	%
San Francisco		94.6	%		95.9	%		79.1	%		77.2	%		89.4	%		89.7	%
Washington, DC		96.1	%		96.1	%		94.7	%		92.4	%		95.3	%		94.0	%

Total Portfolio		96.8	%		96.5	%		85.4	%		84.1	%		92.3	%		91.6	%

Same Property Occupancy⁽¹⁾—By Type of Property


	CBD						Suburban						Total
	30-Jun-13			30-Jun-12			30-Jun-13			30-Jun-12			30-Jun-13			30-Jun-12
Total Office Portfolio		96.7	%		96.4	%		85.3	%		83.5	%		92.3	%		91.5	%
Total Office/Technical Portfolio		100.0	%		100.0	%		87.0	%		92.7	%		90.3	%		94.6	%

Total Portfolio		96.8	%		96.5	%		85.4	%		84.1	%		92.3	%		91.6	%

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

Boston Properties, Inc.

Second Quarter 2013

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office			Office/Technical			Hotel & Residential (1)			Total
Number of Properties		118			17			3			138
Square feet		35,362,272			1,178,475			744,407			37,285,154
Percent of properties in-service		89.9	%		61.5	%		100.0	%		89.4	%
Occupancy @ 6/30/2012		91.5	%		94.6	%		N/A			91.6	%
Occupancy @ 6/30/2013		92.3	%		90.3	%		N/A			92.3	%
Percent change from 2nd quarter 2013 over 2nd quarter 2012 (2):
Rental revenue		2.3	%		-1.8	%		10.1	%
Operating expenses and real estate taxes		3.9	%		1.5	%		10.6	%
Consolidated Net Operating Income (3)—excluding hotel & residential											1.3	%(2)
Consolidated Net Operating Income (3)—Hotel & residential											9.2	%(2)
Net Operating Income—BXP’s share of unconsolidated joint ventures (3) (4)											-16.3	%(2)
Portfolio Net Operating Income (3)											0.8	%
Rental revenue—cash basis		4.2	%		-1.9	%		10.5	%
Consolidated Net Operating Income (3)—cash basis (5) excluding hotel & residential		4.4	%		-3.1	%					4.2	%(2)
Consolidated Net Operating Income (3)—cash basis (5)—Hotel & residential											9.2	%(2)
Net Operating Income—cash basis (5)—BXP’s share of unconsolidated joint ventures											-10.9	%(2)
Portfolio Net Operating Income (3)—cash basis (5)											3.7	%

Same Property Lease Analysis—quarter ended June 30, 2013


	Office			Office/Technical			Total
Vacant space available @ 4/1/2013 (sf)		2,977,662			80,708			3,058,370
Square footage of leases expiring or terminated 4/1/2013-6/30/2013		605,241			3,400			608,641

Total space for lease (sf)		3,582,903			84,108			3,667,011

New tenants (sf)		514,694			—			514,694
Renewals (sf)		320,726			—			320,726

Total space leased (sf)		835,420			—			835,420

Space available @ 6/30/2013 (sf)		2,747,483			84,108			2,831,591

Net (increase)/decrease in available space (sf)		230,179			(3,400	)		226,779
Second generation leasing information: (6)
Leases commencing during the period (sf)		812,811			—			812,811
Average lease term (months)		55			—			55
Average free rent period (days)		60			—			60
Total transaction costs per square foot (7)	$	23.85		$	—		$	23.85
Increase (decrease) in gross rents (8)		-0.64	%		0.00	%		-0.64	%
Increase (decrease) in net rents (9)		-1.34	%		0.00	%		-1.34	%

(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 812,811 square feet of second generation leases that commenced in Q2 2013, leases for 508,168 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 587,887 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 587,887 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.

Second Quarter 2013

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	June 30, 2013			June 30, 2012
	*(in thousands)*
Net income attributable to Boston Properties, Inc.	$	455,035		$	118,559
Net income attributable to noncontrolling interests:
Noncontrolling interest in discontinued operations—common units of the Operating Partnership		88			4,075
Noncontrolling interest—common units of the Operating Partnership		50,734			10,318
Noncontrolling interest—redeemable preferred units of the Operating Partnership		1,123			765
Noncontrolling interests in property partnerships (1)		(219	)		457
Discontinued operations:
Gain on sale of real estate from discontinued operations		—			(36,877	)
Income from discontinued operations		(873	)		(218	)

Income from continuing operations		505,888			97,079

Add:
Interest expense		103,140			99,901
Depreciation and amortization		134,604			111,168
Transaction costs		535			8
General and administrative expense		22,194			19,066
Subtract:
Gains from early extinguishment of debt		(152	)		(274	)
Gains (losses) from investments in securities		(181	)		186
Interest and other income		(1,296	)		(2,382	)
Gains on consolidation of joint ventures		(387,801	)		—
Income from unconsolidated joint ventures		(48,783	)		(21,191	)
Development and management services income		(7,857	)		(9,564	)

Consolidated Net Operating Income		320,291			293,997
Net Operating Income from unconsolidated joint ventures (BXP’s share) (2)		36,487			65,766

Combined Net Operating Income		356,778			359,763
Subtract:
Net Operating Income from Value-Added Fund (BXP’s share)		(158	)		(1,405	)

Portfolio Net Operating Income	$	356,620		$	358,358

Same Property Net Operating Income		297,386			294,913
Net operating income from non Same Properties (3)		58,946			47,187
Termination income		288			16,258

Portfolio Net Operating Income	$	356,620		$	358,358

Same Property Net Operating Income		297,386			294,913
Less straight-line rent and fair value lease revenue		(14,432	)		(22,296	)
Add straight-line ground rent expense		1,785			1,838

Same Property Net Operating Income—cash basis	$	284,739		$	274,455

(1)	These partnerships include 505 9th Street in Washington, D.C., Fountain Square in Reston, VA, Transbay Tower in San Francisco, CA and, beginning June 1, 2013, 767 Fifth Avenue (The GM Building) in New York City.

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

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

Boston Properties, Inc.

Second Quarter 2013

Same Property Net Operating Income by Reportable Segment

(in thousands)


	Office										Office/Technical
	For the three months ended				$ Change			% Change			For the three months ended						$ Change			% Change
	30-Jun-13		30-Jun-12		$ Change			% Change			30-Jun-13			30-Jun-12			$ Change			% Change
Rental Revenue	$	435,115	$	428,954							$	9,713		$	9,942
Less Termination Income		287		4,037								—			49

Rental revenue—subtotal		434,828		424,917	$	9,911			2.3	%		9,713			9,893		$	(180	)		(1.8	%)
Operating expenses and real estate taxes		159,806		153,780		6,026			3.9	%		2,693			2,654			39			1.5	%

Net Operating Income (1)	$	275,022	$	271,137	$	3,885			1.4	%	$	7,020		$	7,239		$	(219	)		(3.0	%)

Rental revenue—subtotal	$	434,828	$	424,917							$	9,713		$	9,893
Less straight-line rent and fair value lease revenue		14,423		21,602		(7,179	)		(33.2	%)		(88	)		(99	)		11			11.1	%

Rental revenue—cash basis		420,405		403,315		17,090			4.2	%		9,801			9,992			(191	)		(1.9	%)
Less:
Operating expenses and real estate taxes		159,806		153,780		6,026			3.9	%		2,693			2,654			39			1.5	%
Add:
Straight-line ground rent expense (2)		1,248		1,286		(38	)		(3.0	%)		—			—			—			0.0	%

Net Operating Income (3)—cash basis	$	261,847	$	250,821	$	11,026			4.4	%	$	7,108		$	7,338		$	(230	)		(3.1	%)


	Sub-Total										Hotel & Residential
	For the three months ended				$ Change			% Change			For the three months ended						$ Change			% Change
	30-Jun-13		30-Jun-12		$ Change			% Change			30-Jun-13			30-Jun-12			$ Change			% Change
Rental Revenue	$	444,828	$	438,896							$	16,602		$	15,085
Less Termination Income		287		4,086								—			—

Rental revenue—subtotal		444,541		434,810	$	9,731			2.2	%		16,602			15,085		$	1,517			10.1	%
Operating expenses and real estate taxes		162,499		156,434		6,065			3.9	%		10,165			9,190			975			10.6	%

Net Operating Income (1)	$	282,042	$	278,376	$	3,666			1.3	%	$	6,437		$	5,895		$	542			9.2	%

Rental revenue—subtotal	$	444,541	$	434,810							$	16,602		$	15,085
Less straight-line rent and fair value lease revenue		14,335		21,503		(7,168	)		(33.3	%)		108			161			(53	)		(32.9	%)

Rental revenue—cash basis		430,206		413,307		16,899			4.1	%		16,494			14,924			1,570			10.5	%
Less:
Operating expenses and real estate taxes		162,499		156,434		6,065			3.9	%		10,165			9,190			975			10.6	%
Add:
Straight-line ground rent expense (2)		1,248		1,286		(38	)		(3.0	%)		537			552			(15	)		(2.7	%)

Net Operating Income (3)—cash basis	$	268,955	$	258,159	$	10,796			4.2	%	$	6,866		$	6,286		$	580			9.2	%



	Unconsolidated Joint Ventures (4)											Total
	For the three months ended					$ Change			% Change			For the three months ended				$ Change			% Change
	30-Jun-13			30-Jun-12		$ Change			% Change			30-Jun-13		30-Jun-12		$ Change			% Change
Rental Revenue	$	15,221		$	16,884							$	476,651	$	470,865
Less Termination Income		—			268								287		4,354

Rental revenue—subtotal		15,221			16,616	$	(1,395	)		(8.4	%)		476,364		466,511	$	9,853			2.1	%
Operating expenses and real estate taxes		6,314			5,974		340			5.7	%		178,978		171,598		7,380			4.3	%

Net Operating Income (1)	$	8,907		$	10,642	$	(1,735	)		(16.3	%)	$	297,386	$	294,913	$	2,473			0.8	%

Rental revenue—subtotal	$	15,221		$	16,616							$	476,364	$	466,511
Less straight-line rent and fair value lease revenue		(11	)		632		(643	)		(101.7	%)		14,432		22,296		(7,864	)		(35.3	%)

Rental revenue—cash basis		15,232			15,984		(752	)		(4.7	%)		461,932		444,215		17,717			4.0	%
Less:
Operating expenses and real estate taxes		6,314			5,974		340			5.7	%		178,978		171,598		7,380			4.3	%
Add:
Straight-line ground rent expense (2)		—			—		—			0.0	%		1,785		1,838		(53	)		(2.9	%)

Net Operating Income (3)—cash basis	$	8,918		$	10,010	$	(1,092	)		(10.9	%)	$	284,739	$	274,455	$	10,284			3.7	%

(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.

Second Quarter 2013

LEASING ACTIVITY

All In-Service Properties - quarter ended June 30, 2013


	Office			Office/Technical			Total
Vacant space available @ 4/1/2013 (sf)		3,338,807			80,708			3,419,515
Property dispositions/ properties taken out of service (sf)		50,741			—			50,741
Properties acquired vacant space (sf)		—			86,661			86,661
Properties placed in-service (sf)		195,191			—			195,191
Leases expiring or terminated 4/1/2013-6/30/2013 (sf)		670,312			3,400			673,712

Total space available for lease (sf)		4,153,569			170,769			4,324,338

1st generation leases (sf)		233,026			—			233,026
2nd generation leases with new tenants (sf)		499,222			—			499,222
2nd generation lease renewals (sf)		338,682			—			338,682

Total space leased (sf)		1,070,930			—			1,070,930	(1)

Vacant space available for lease @ 6/30/2013 (sf)		3,082,639			170,769			3,253,408

Net (increase)/decrease in available space (sf)		256,168			(90,061	)		166,107
Second generation leasing information: (2)
Leases commencing during the period (sf)		837,904			—			837,904
Average lease term (months)		55			—			55
Average free rent period (days)		64			—			64
Total transaction costs per square foot (3)	$	24.24		$	—		$	24.24
Increase (decrease) in gross rents (4)		-0.15	%		0.00	%		-0.15	%
Increase (decrease) in net rents (5)		-0.62	%		0.00	%		-0.62	%


	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		210,089		363,537		-2.81	%		-4.63	%		573,626		343,253
New York		8,071		63,140		-0.27	%		-2.17	%		71,211		152,447
Princeton		—		135,905		-12.52	%(8)		-18.61	%(8)		135,905		28,940
San Francisco		—		41,952		-0.14	%		-0.17	%		41,952		169,432
Washington, DC		14,866		233,370		2.03	%		2.86	%		248,236		276,268

		233,026		837,904		-0.15	%		-0.62	%		1,070,930		970,340

(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 837,904 square feet of second generation leases that commenced in Q2 2013, leases for 533,261 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 605,995 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 605,995 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 318,117.

(8)	During the quarter, Princeton had one lease for 8,973 square feet included in the comparable statistics.

Boston Properties, Inc.

Second Quarter 2013

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q2 2013		Q1 2013		2012		2011			2010
Recurring capital expenditures	$	12,856	$	6,418	$	23,774	$	29,334		$	13,988
Planned non-recurring capital expenditures associated with acquisition properties		4,367		1,201		22,287		4,358			395
Hotel improvements, equipment upgrades and replacements		1,006		143		896		4,010	(1)		2,262	(2)

	$	18,229	$	7,762	$	46,957	$	37,702		$	16,645

2nd Generation Tenant Improvements and Leasing Commissions


	Q2 2013		Q1 2013		2012		2011		2010
Office
Square feet		837,904		982,859		3,572,825		4,116,436		4,765,440

Tenant improvements and lease commissions PSF	$	24.24	$	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	$	24.24	$	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.

Second Quarter 2013

ACQUISITIONS/DISPOSITIONS

as of June 30, 2013

ACQUISITIONS

For the period from January 1, 2013 through June 30, 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		183,450,000	(2)		340,000,000			N/A
Reston Signature Site	March 29, 2013		N/A		27,000,000		—			27,000,000			N/A
Mountain View Research Park and Technology Park	April 10, 2013		738,843		233,500,000		—			233,500,000	(3)		88	%

Total Acquisitions			1,045,843	$	523,300,000	$	327,450,000		$	815,500,000			62	%

(1)	This project is under construction (See Page 48).

(2)	Represents the cost to build the project to grade (See Page 48).

(3)

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. The Mountain View Research Park and Mountain View Technology Park mortgage loans bore interest at variable rates equal to LIBOR plus 2.00% per annum and LIBOR plus 2.50% per annum, respectively and were scheduled to mature on May 31, 2014 and November 22, 2014, 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 is accounting for them on a consolidated basis.

DISPOSITIONS

For the period from January 1, 2013 through June 30, 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)
125 West 55th Street (60% ownership interest)	May 30, 2013		587,666		470,000,000		43,327,000	(2)
303 Almaden Boulevard	June 28, 2013		158,499		40,000,000		—	(3)

Total Dispositions			869,795	$	535,000,000	$	63,509,000

(1)

(2)

On May 30, 2013, a joint venture in which the Company has a 60% interest completed the sale of its 125 West 55th Street property located in New York City for a sale price of $470.0 million, including the assumption by the buyer of the mortgage loan collateralized by the property totaling approximately $198.6 million. The Company had previously recognized an impairment loss on its investment in the unconsolidated joint venture.

(3)

On June 28, 2013, the Company completed the sale of its 303 Almaden Boulevard property located in San Jose, California for a sale price of $40.0 million. Net cash proceeds totaled approximately $39.7 million. During the first quarter of 2013, the Company recognized an impairment loss totaling approximately $3.2 million, which was excluded from FFO in accordance with NAREIT’s definition, as the carrying value of the property exceeded its net sale price. As a result, there was no loss on sale of real estate recognized during the three months ended June 30, 2013. The operating results of the property through the date of sale have been classified as discontinued operations on a historical basis for all periods.

Boston Properties, Inc.

Second Quarter 2013

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of June 30, 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 6/30/2013 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)
Office
Cambridge Center Connector (5)	Q3 2013	Q3 2013	Cambridge, MA		—		42,500	$	20,200,424	$	24,600,000	$	—	$	—	$	4,399,576		100	%		0	%
Annapolis Junction Building Seven (50% ownership)	Q1 2014	Q4 2014	Annapolis, MD		1		125,000		8,245,263		16,050,000		11,000,000		2,475,986		—		0	%		0	%
680 Folsom Street	Q2 2014	Q3 2015	San Francisco, CA		2		522,000		243,407,376		340,000,000		—		—		96,592,624		85	%		0	%
250 West 55th Street (6)	Q4 2013	Q4 2015	New York, NY		1		989,000		784,369,157		1,050,000,000		—		—		265,630,843		46	%		0	%
535 Mission Street	Q4 2014	Q3 2016	San Francisco, CA		1		307,000		82,963,405		215,000,000		—		—		132,036,595		0	%		0	%
601 Massachusetts Avenue (7)	Q4 2015	Q4 2017	Washington, DC		1		478,000		138,618,488		360,760,000		—		—		222,141,512		79	%		0	%
Transbay Tower (95% ownership) (8)	NA	NA	San Francisco, CA		1		NA		203,366,013		340,000,000		—		—		136,633,987		N/A			N/A

Total Office Properties under Construction					7		2,463,500	$	1,481,170,126	$	2,346,410,000	$	11,000,000	$	2,475,986	$	857,435,137		54	%		0	%

Residential
The Avant at Reston Town Center (359 units)	Q4 2013	Q4 2015	Reston, VA		1		329,509	$	89,735,254	$	137,250,000	$	—	$	—	$	47,514,746		N/A			N/A
The Avant at Reston Town Center - Retail					—		26,159		—		—		—		—		—		66	%		0	%

Total Residential Properties under Construction					1		355,668	$	89,735,254	$	137,250,000	$	—	$	—	$	47,514,746		66	%		N/A

Total Properties under Construction					8		2,819,168	$	1,570,905,380	$	2,483,660,000	$	11,000,000	$	2,475,986	$	904,949,883		54	%		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 6/30/2013 (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	$	11,136,230	$	14,000,000	$	9,500,000		$	6,996,571		$	360,341		49	%		100	%
500 North Capitol Street, N.W.(30% ownership) (9)	Q4 2012	Q4 2013	Washington, DC		1		232,000		31,505,995		36,540,000		31,500,000	(9)		31,500,000	(9)		5,034,005		85	%		100	%
Two Patriots Park (10)	Q1 2013	Q1 2013	Reston, VA		1		255,951		56,306,295		64,000,000		—			—			7,693,705		100	%		100	%
Seventeen Cambridge Center	Q2 2013	Q2 2013	Cambridge, MA		1		195,191		72,858,184		78,800,000		—			—			5,941,816		100	%		100	%

Total Projects placed in Service					4		803,142	$	171,806,704	$	193,340,000	$	41,000,000		$	38,496,571		$	19,029,867		88	%		100	%

IN-SERVICE PROPERTIES HELD FOR RE-DEVELOPMENT


	Sub Market	# of Buildings		Existing Square Feet		Leased %			Annualized Revenue Per Leased SF (11)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)	Estimated Future Square Feet (12)
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	%		15.04	N	S		683,000

Total Properties held for Re-Development			6		217,024		81.1	%	$	14.88				1,069,000

(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 July 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. The project was completed on July 1, 2013.

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

(7)	Construction commenced on April 25, 2013 upon former tenant vacating the building.

(8)	On March 26, 2013, the joint venture 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. The Total Estimated Investment represents only the cost to build to grade.

(9)	On May 31, 2013, the joint venture refinanced its construction loan. The new mortgage loan totaling $105.0 million requires interest only payments at a fixed interest rate of 4.15% per annum and matures on June 6, 2023.

(10)	Project cost includes the incremental costs related to redevelopment and excludes original investment in the asset.

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

(12)	The difference between Estimated Future Square Feet and Existing Square Feet is included in Approximate Developable Square Feet of Value Creation Pipeline - Owned Land Parcels on page 49.

Boston Properties, Inc.

Second Quarter 2013

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of June 30, 2013


Location	Acreage		Approximate Developable Square Feet
San Jose, CA (1) (2)		44.0		2,409,364
Reston, VA		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
Andover, MA		10.0		110,000
New York, NY (50% ownership) (3)		0.2		TBD
San Francisco, CA		1.3		1,422,000

		369.7		10,543,976

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of June 30, 2013


Location	Acreage		Approximate Developable Square Feet
Princeton, NJ (4)		143.1		1,780,000
Cambridge, MA (5)		—		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 July 19, 2013, the joint venture completed the sale of its Eighth Avenue and 46th Street project located in New York City for a sale price of $35.0 million.

(4)	Option to purchase at a fixed price of $30.50 per square foot plus annual non-refundable option payments of $125,000. The option expires on January 1, 2018.

(5)	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.

Second 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 makin 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 Outperformance 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 Adjusted Debt to Total Adjusted Market Capitalization Ratio

Total adjusted debt to total adjusted market capitalization ratio, defined as total adjusted debt (which equals our total consolidated debt, plus our share of unconsolidated joint venture debt, minus our joint venture partners’ share of consolidated debt) as a percentage of the market value of our outstanding equity securities plus our total adjusted debt, is an alternative measure of leverage used by some analysts in the REIT sector. Total adjusted market capitalization is the sum of (A) our total adjusted 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 adjusted 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 the consolidation of 767 Venture, LLC (the entity that owns 767 Fifth Avenue (the GM Building)) effective June 1, 2013, our consolidated debt increased significantly compared to prior periods even though our economic interest in 767 Venture, LLC remained substantially unchanged. We believe the presentation of total adjusted debt may provide investors with a more complete picture of our share of consolidated and unconsolidated debt. In addition, in light of the difference between our total consolidated debt and our total adjusted debt, we believe that also presenting our total adjusted debt to total adjusted market capitalization may provide investors with a more complete picture of our leverage in relation to the overall size of our company. Investors should understand that our total adjusted debt to total adjusted 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 adjusted debt to total adjusted market capitalization ratio should be evaluated along with the ratio of indebtedness to other measures of asset value used by financial analysts and other financial ratios, as well as the various components of our outstanding indebtedness.

Boston Properties, Inc.

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

Second 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.

Average Economic Occupancy

Average 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 average occupied units at contract rates and average 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, Average 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 Average 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.

Average Physical Occupancy

Average Physical Occupancy is defined as the number of average 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

SECOND QUARTER 2013 RESULTS

Reports diluted FFO per share of $1.28 Reports diluted EPS of $2.94

BOSTON, MA, July 30, 2013 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the second quarter ended June 30, 2013.

Funds from Operations (FFO) for the quarter ended June 30, 2013 were $195.4 million, or $1.29 per share basic and $1.28 per share diluted. This compares to FFO for the quarter ended June 30, 2012 of $206.5 million, or $1.37 per share basic and $1.36 per share diluted. The weighted average number of basic and diluted shares outstanding totaled 151,938,203 and 153,796,959, respectively, for the quarter ended June 30, 2013 and 150,312,215 and 152,047,213, respectively, for the quarter ended June 30, 2012.

The Company’s reported FFO of $1.28 per share diluted was greater than the guidance previously provided of $1.25-$1.27 per share. The Company’s reported FFO included the following items, among others, that were not reflected in the guidance: approximately $0.01 per share as a result of lower operating expenses and approximately $0.01 per share of higher than expected leasing and other fee income.

Net income available to common shareholders was $452.4 million for the quarter ended June 30, 2013, compared to $118.6 million for the quarter ended June 30, 2012. Net income available to common shareholders per share (EPS) for the quarter ended June 30, 2013 was $2.95 basic and $2.94 on a diluted basis. This compares to EPS for the second quarter of 2012 of $0.79 basic and $0.78 on a diluted basis.

The reported results are unaudited and there can be no assurance that the results will not vary from the final information for the quarter ended June 30, 2013. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of June 30, 2013, the Company’s portfolio consisted of 179 properties, comprised primarily of Class A office space, one hotel, three residential properties and four retail properties, aggregating approximately 44.8 million square feet, including eight properties under construction totaling 2.8 million square feet. In addition, the Company has structured parking for vehicles containing approximately 15.7 million square feet. The overall percentage of leased space for the 168 properties in service (excluding the two in-service residential properties and the hotel) as of June 30, 2013 was 92.1%.

Significant events during the second quarter included:

•

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 Harvard’s 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 1, 2013, the Company commenced construction on the initial phase of its Transbay Tower development project totaling approximately 1.4 million net rentable square feet located in San Francisco, California.

•

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. The Mountain View Research Park and Mountain View Technology Park mortgage loans bore interest at variable rates equal to LIBOR plus 2.00% per annum and LIBOR plus 2.50% per annum, respectively, and were scheduled to mature on May 31, 2014 and November 22, 2014, 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 is accounting for them on a consolidated basis.

•

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”) had the right to surrender their Notes for purchase by the Operating Partnership (the “Put Right”) on May 18, 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 notice of redemption, holders of the Notes had the right to exchange their Notes on or prior to May 16, 2013. Notes with respect to which the Put Right was not exercised and that were not surrendered for exchange on or prior to May 16, 2013, were 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. Based on final information provided to the Operating Partnership by the trustee for the Notes, no Notes were validly tendered and accepted for purchase in the Put Right. Pursuant to the notice of redemption, an aggregate principal amount of $990,000 of the Notes was redeemed on May 18, 2013. The remaining aggregate principal amount of $449,010,000 of the Notes was surrendered for exchange and, in addition to the repayment of the principal in cash, the Company issued an aggregate of 419,116 shares of its common stock in exchange for the Notes.

•

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 approximately 79% pre-leased.

•

On May 30, 2013, a joint venture in which the Company has a 60% interest completed the sale of its 125 West 55th Street property located in New York City for a sale price of $470.0 million, including the assumption by the buyer of the mortgage loan collateralized by the property totaling approximately $198.6 million. 125 West 55th Street is a Class A office property totaling approximately 588,000 net rentable square feet.

•

On May 31, 2013, a joint venture in which the Company has a 30% interest refinanced its construction loan collateralized by 500 North Capitol Street, NW located in Washington, DC. The construction loan totaling approximately $90.6 million bore interest at a variable rate equal to LIBOR plus 1.65% per annum and was scheduled to mature on October 14, 2014. The new mortgage loan totaling $105.0 million requires interest-only payments at a fixed interest rate of 4.15% per annum and matures on June 6, 2023.

•

On June 5, 2013, a joint venture in which the Company has a 60% interest refinanced its mortgage loans collateralized by 540 Madison Avenue located in New York City. The mortgage loans aggregating approximately $118.0 million bore interest at a weighted-average fixed rate of 5.20% per annum and were scheduled to mature on July 11, 2013. The new mortgage loan totaling $120.0 million requires interest-only payments at a variable rate equal to LIBOR plus 1.50% per annum and matures on June 5, 2018.

•

On June 14, 2013, the Company completed and fully placed in-service 17 Cambridge Center, a Class A office project with approximately 195,000 net rentable square feet located in Cambridge, Massachusetts. The property is 100% leased.

•

On June 27, 2013, the Company’s Operating Partnership completed a public offering of $700.0 million in aggregate principal amount of its 3.800% senior unsecured notes due 2024. The notes were priced at 99.694% of the principal amount to yield an effective rate (including financing fees) of 3.916% to maturity. The notes will mature on February 1, 2024, unless earlier redeemed. The aggregate net proceeds from the offering were approximately $691.9 million after deducting the underwriting discount and transaction expenses.

•

On June 28, 2013, the Company completed the sale of its 303 Almaden Boulevard property located in San Jose, California for a sale price of $40.0 million. Net cash proceeds totaled approximately $39.3 million. 303 Almaden Boulevard is a Class A office property totaling approximately 158,000 net rentable square feet. During the first quarter of 2013, the Company recognized an impairment loss totaling approximately $3.2 million, which was excluded from FFO in accordance with NAREIT’s definition, as the carrying value of the property exceeded its net sale price. As a result, there was no loss on sale of real estate recognized during the three months ended June 30, 2013.

Transactions completed subsequent to June 30, 2013:

•

On July 1, 2013, the Company completed and fully placed in-service its Cambridge Center Connector project with approximately 43,000 net rentable square feet located in Cambridge, Massachusetts. The project is 100% leased.

•

On July 15, 2013, the Company executed a binding contract for the sale of its 1301 New York Avenue property located in Washington, DC for a net contract sale price of approximately $121.7 million. After adjusting for outstanding lease and other transaction costs to be assumed by the buyer, the gross sale price is approximately $135.0 million. 1301 New York Avenue is a Class A office property totaling approximately 201,000 net rentable square feet. The sale is subject to the satisfaction of customary closing conditions and there can be no assurance that the sale will be consummated on the terms currently contemplated, or at all.

•

On July 19, 2013, a joint venture in which the Company has a 50% interest completed the sale of its Eighth Avenue and 46th Street project located in New York City for an imputed sale price of $45.0 million. Eighth Avenue and 46th Street is comprised of an assemblage of land parcels and air-rights. Net cash proceeds to the Company totaled approximately $21.8 million, after the payment of transaction costs.

•

EPS and FFO per Share Guidance:

The Company’s guidance for the third quarter and full year 2013 for EPS (diluted) and FFO per share (diluted) is set forth and reconciled below. The estimates include the impact of (1) the Operating Partnership’s issuance of $700 million of 3.800% senior unsecured notes on June 27, 2013, which will result in related interest expense of approximately $0.08 per share for the period July 1 – December 31, 2013, (2) a reduction in capitalized interest due to a decline in the Company’s average corporate borrowing rate which is expected to result in $0.02 per share of higher interest expense for the remainder of 2013 and (3) the anticipated sale of 1301 New York Avenue in the third quarter of 2013, which is expected to result in approximately $0.02 per share of less income for the remainder of 2013. In addition and 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. 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.


	Third Quarter 2013						Full Year 2013
	Low		—		High		Low		—		High
Projected EPS (diluted)	$	0.97		—	$	0.99	$	4.76		—	$	4.81
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.83		—		0.83		3.30		—		3.30
Less:
Projected Company Share of Gains on Sales of Real Estate		0.53		—		0.53		3.17		—		3.17

Projected FFO per Share (diluted)	$	1.27		—	$	1.29	$	4.89		—	$	4.94

Boston Properties will host a conference call on Wednesday, July 31, 2013 at 10:00 AM Eastern Time, open to the general public, to discuss the second 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 12883890. A replay of the conference call will be available through August 15, 2013, by dialing (855) 859-2056 (Domestic) or (404) 537-3406 (International) and entering the passcode 12883890. There will also be a live audio webcast of the call which may be accessed on the Company’s website at www.bostonproperties.com in the Investor Relations section. Shortly after the call a replay of the webcast will be available in the Investor Relations section of the Company’s website and archived for up to twelve months following the call.

Additionally, a copy of Boston Properties’ second quarter 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 third 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


	June 30,			December 31,
	2013			2012
	(in thousands, except for share amounts)
	(unaudited)
ASSETS
Real estate	$	17,056,758		$	13,581,454
Construction in progress		1,483,114			1,036,780
Land held for future development		290,085			275,094
Less: accumulated depreciation		(2,996,520	)		(2,934,160	)

Total real estate		15,833,437			11,959,168
Cash and cash equivalents		1,608,731			1,041,978
Cash held in escrows		54,829			55,181
Investments in securities		14,226			12,172
Tenant and other receivables, net of allowance for doubtful accounts of $1,377 and $1,960, respectively		66,039			69,555
Related party notes receivable		—			282,491
Interest receivable from related party notes receivable		—			104,816
Accrued rental income, net of allowance of $3,641 and $1,571, respectively		625,654			598,199
Deferred charges, net		945,918			588,235
Prepaid expenses and other assets		179,741			90,610
Investments in unconsolidated joint ventures		137,975			659,916

Total assets	$	19,466,550		$	15,462,321

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	4,484,657		$	3,102,485
Unsecured senior notes, net of discount		5,834,973			4,639,528
Unsecured exchangeable senior notes, net of discount		734,278			1,170,356
Unsecured line of credit		—			—
Mezzanine notes payable		311,637			—
Related party notes payable		180,000			—
Accounts payable and accrued expenses		212,998			199,102
Dividends and distributions payable		112,425			110,488
Accrued interest payable		141,676			72,461
Other liabilities		560,496			324,613

Total liabilities		12,573,140			9,619,033

Commitments and contingencies		—			—

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

Redeemable interest in property partnership		98,162			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		—			—
Preferred stock, $0.01 par value, 50,000,000 shares authorized; 5.25% Series B cumulative redeemable preferred stock, $0.01 par value, liquidation preference $2,500 per share, 92,000 shares authorized, 80,000 and no shares issued and outstanding at June 30, 2013 and December 31, 2012, respectively		200,000			—
Common stock, $0.01 par value, 250,000,000 shares authorized, 152,463,640 and 151,680,109 shares issued and 152,384,740 and 151,601,209 shares outstanding at June 30, 2013 and December 31, 2012, respectively		1,524			1,516
Additional paid-in capital		5,246,243			5,222,073
Earnings (dividends) in excess of dividends (earnings)		192,492			(109,985	)
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(12,689	)		(13,817	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,624,848			5,097,065
Noncontrolling interests:
Common units of the Operating Partnership		570,135			539,753
Property partnerships		489,389			(1,964	)

Total equity		6,684,372			5,634,854

Total liabilities and equity	$	19,466,550		$	15,462,321

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
	(in thousands, except for per share amounts)
Revenue
Rental
Base rent	$	403,942		$	371,019		$	781,670		$	725,844
Recoveries from tenants		68,434			57,361			132,863			109,009
Parking and other		23,969			23,356			47,799			45,615

Total rental revenue		496,345			451,736			962,332			880,468
Hotel revenue		11,118			10,049			19,409			16,865
Development and management services		7,857			9,564			16,593			17,709

Total revenue		515,320			471,349			998,334			915,042

Expenses
Operating
Rental		179,837			161,172			352,457			317,014
Hotel		7,335			6,616			14,379			12,715
General and administrative		22,194			19,066			65,765			46,685
Transaction costs		535			8			978			2,112
Impairment loss		—			—			8,306			—
Depreciation and amortization		134,604			111,168			255,199			219,630

Total expenses		344,505			298,030			697,084			598,156

Operating income		170,815			173,319			301,250			316,886
Other income (expense)
Income from unconsolidated joint ventures		48,783			21,191			57,504			32,912
Gains on consolidation of joint ventures		387,801			—			387,801			—
Interest and other income		1,296			2,382			2,767			4,028
Gains (losses) from investments in securities		181			(186	)		916			615
Gains from early extinguishments of debt		152			274			152			1,041
Interest expense		(103,140	)		(99,901	)		(203,573	)		(203,138	)

Income from continuing operations		505,888			97,079			546,817			152,344
Discontinued operations
Income from discontinued operations		873			218			934			788
Gain on sale of real estate from discontinued operations		—			36,877			—			36,877
Gain on forgiveness of debt from discontinued operations		—			—			20,182			—
Impairment loss from discontinued operations		—			—			(3,241	)		—

Net income		506,761			134,174			564,692			190,009
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships		219			(457	)		(2,355	)		(1,003	)
Noncontrolling interest—redeemable preferred units of the Operating Partnership		(1,123	)		(765	)		(2,303	)		(1,566	)
Noncontrolling interest—common units of the Operating Partnership		(50,734	)		(10,318	)		(55,277	)		(16,310	)
Noncontrolling interest in discontinued operations—common units of the
Operating Partnership		(88	)		(4,075	)		(1,900	)		(4,159	)

Net income attributable to Boston Properties, Inc.		455,035			118,559			502,857			166,971
Preferred dividends		(2,618	)		—			(2,764	)		—

Net income attributable to Boston Properties, Inc. common shareholders	$	452,417		$	118,559		$	500,093		$	166,971

Basic earnings per common share attributable to Boston Properties, Inc. common shareholders:
Income from continuing operations	$	2.94		$	0.57		$	3.17		$	0.89
Discontinued operations		0.01			0.22			0.10			0.23

Net income	$	2.95		$	0.79		$	3.27		$	1.12

Weighted average number of common shares outstanding		151,938			150,312			151,793			149,328

Diluted earnings per common share attributable to Boston Properties, Inc. common shareholders:
Income from continuing operations	$	2.93		$	0.56		$	3.16		$	0.89
Discontinued operations		0.01			0.22			0.10			0.23

Net income	$	2.94		$	0.78		$	3.26		$	1.12

Weighted average number of common and common equivalent shares outstanding		152,490			150,694			152,222			149,720

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)

(Unaudited)


	Three months ended June 30,						Six months ended June 30,
	2013			2012			2013			2012
	(in thousands, except for per share amounts)
Net income attributable to Boston Properties, Inc. common shareholders	$	452,417		$	118,559		$	500,093		$	166,971
Add:
Preferred dividends		2,618			—			2,764			—
Noncontrolling interest in discontinued operations—common units of the
Operating Partnership		88			4,075			1,900			4,159
Noncontrolling interest—common units of the Operating Partnership		50,734			10,318			55,277			16,310
Noncontrolling interest—redeemable preferred units of the Operating Partnership		1,123			765			2,303			1,566
Noncontrolling interests in property partnerships		(219	)		457			2,355			1,003
Impairment loss from discontinued operations		—			—			3,241			—
Less:
Income from discontinued operations		873			218			934			788
Gain on sale of real estate from discontinued operations		—			36,877			—			36,877
Gain on forgiveness of debt from discontinued operations		—			—			20,182			—

Income from continuing operations		505,888			97,079			546,817			152,344
Add:
Real estate depreciation and amortization (2)		149,817			135,219			292,372			267,837
Income from discontinued operations		873			218			934			788
Less:
Gains on sales of real estate included within income from unconsolidated joint ventures (3)		43,327			—			43,327			—
Gains on consolidation of joint ventures (3)		387,801			—			387,801			—
Noncontrolling interests in property partnerships’ share of funds from operations		4,436			956			7,474			1,966
Noncontrolling interest—redeemable preferred units of the Operating Partnership		1,123			765			2,303			1,566
Preferred dividends		2,618			—			2,764			—

Funds from operations (FFO) attributable to the Operating Partnership		217,273			230,795			396,454			417,437
Less:
Noncontrolling interest—common units of the Operating Partnerships’ share of funds from operations		21,858			24,321			40,427			44,261

Funds from operations attributable to Boston Properties, Inc.	$	195,415		$	206,474		$	356,027		$	373,176

Boston Properties, Inc.’s percentage share of funds from operations—basic		89.94	%		89.46	%		89.90	%		89.40	%

Weighted average shares outstanding—basic		151,938			150,312			151,793			149,328

FFO per share basic	$	1.29		$	1.37		$	2.35		$	2.50

Weighted average shares outstanding—diluted		153,797			152,047			153,529			151,093

FFO per share diluted	$	1.28		$	1.36		$	2.33		$	2.48

(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) 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 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 $134,604, $111,168, $255,199 and $219,630, our share of unconsolidated joint venture real estate depreciation and amortization of $15,535, $23,513, $37,192 and $46,634 and depreciation and amortization from discontinued operations of $0, $907, $596 and $2,310, less corporate-related depreciation and amortization of $322, $369, $615 and $737 for the three and six months ended June 30, 2013 and 2012, respectively.

(3)

Consists of the portion of income from unconsolidated joint ventures related to the gain on sale of 125 West 55th Street totaling approximately $43.3 million during the three and six months ended June 30, 2013. The gains on consolidation of joint ventures consisted of (1) 767 Fifth Avenue (The GM Building) totaling approximately $363.4 million and (2) the Company’s Value-Added Fund’s Mountain View properties totaling approximately $24.4 million during the three and six months ended June 30, 2013.

BOSTON PROPERTIES, INC.

PROJECTED OPERATING RESULTS

FOR THE SIX MONTHS ENDING DECEMBER 31, 2013

(dollars in thousands)


	767 Fifth Avenue (The GM Building)
	Accounting
	Prior Unconsolidated Equity Method (1)			Current Consolidated JV (2)			Change
Base rent and recoveries from tenants	$	120,762		$	120,762		$	—
Straight-line rent (3)		4,546			8,339			3,793
Fair value lease revenue (3)		40,377			10,615			(29,762	)
Parking and other		3,832			3,832			—

Total rental revenue		169,517			143,548			(25,969	)
Operating expenses (excluding management fees)		(44,594	)		(44,594	)		—
Management fee expense		(2,518	)		—			2,518

Revenue less operating expenses		122,405			98,954			(23,451	)
Interest expense		(47,887	)		(47,887	)		—
Interest expense on partner loans		(34,400	)		(13,760	)		20,640
Fair value interest expense (3)		(5,626	)		21,058			26,684
Depreciation and amortization (3)		(50,081	)		(63,235	)		(13,154	)

Net income (loss)	$	(15,589	)	$	(4,870	)	$	10,719
Noncontrolling interest in property partnerships (income) loss		—			11,211			11,211

Company share of net income/(loss)		(9,353	)		6,341			15,694
Elimination of interest expense on intercompany partner loan		20,640			—			(20,640	)
Company share of depreciation and amortization		30,049			37,941			7,892

BXP share of FFO	$	41,336		$	44,282		$	2,946
Management fee income	$	2,518		$	—		$	(2,518	)

Net contribution	$	43,854		$	44,282		$	428

(1)

Under the equity method of accounting, the Company’s 60% share of net income from 767 Venture, LLC was included within the line item “income from unconsolidated joint ventures”; in the projections above, this amount is ($9.4) million. The Company’s share of 767 Venture, LLC’s FFO was calculated by eliminating interest expense on the intercompany loan and adding the Company’s 60% share of depreciation and amortization to net income; in the projections above, the resulting amount is $41.3 million.

(2)

Beginning June 1, 2013, the Company is recording 100% of 767 Venture, LLC’s period activity within its consolidated statements of operations and eliminating intercompany transactions. The partners’ 40% share of the net (income) loss of the property will be reflected within the line item “Noncontrolling interests in property partnerships.” (Note that the line item “Noncontrolling interests in property partnerships” will now include 767 Fifth Avenue (The GM Building), 505 9th Street, Transbay Tower and Fountain Square.) In the projections above, this amount is $11.2 million and is reconciled below. Noncontrolling interests in property partnerships includes our partners’ 40% share of net income prior to interest expense on partner loan, plus 100% of the partner loan interest expense attributable to our partners and 40% of the property management fee which is eliminated through consolidation. The Company’s FFO from 767 Venture, LLC is calculated by deducting our partners’ 40% share of FFO; in the projections above, the resulting amount is $44.3 million.


Noncontrolling Partner Interest in Property Partnership Reconciliation
Net income (loss)	$	(4,870	)
Less: Noncontrolling interest expense on partner loans		(13,760	)

Property net income excluding interest expense on partner loans		8,890
Partners' 40% share of net (income) loss excluding interest expense on partner loans		(3,556	)
Plus: Allocation of noncontrolling interest in interest expense on partner loans		13,760
Plus: Allocation of management fee expense to noncontrolling partner		1,007

Noncontrolling interest in property partnerships (income) loss	$	11,211

(3)

Under Accounting Standards Codification 805, Business Combinations, in connection with the consolidation of 767 Venture, LLC, the Company was required to assess the fair value of acquired tangible and intangible assets (including land, buildings, tenant improvements, “above-” and “below-market” leases, leasing and assumed financing origination costs, acquired in-place leases, other identified intangible assets and assumed liabilities) and allocate the purchase price to the acquired assets and assumed indebtedness and liabilities, as if vacant. In accordance with the accounting for 767 Fifth Avenue (GM Building) as a business combination, straight-line rent and depreciation and amortization expense have been reset as of June 1, 2013.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	June 30, 2013			December 31, 2012
Boston		91.7	%		90.5	%
New York		95.2	%		93.7	%
Princeton		77.8	%		78.2	%
San Francisco		89.2	%		90.1	%
Washington, DC		95.0	%		94.3	%

Total Portfolio		92.1	%		91.4	%


	% Leased by Type
	June 30, 2013			December 31, 2012
Class A Office Portfolio		92.2	%		91.4	%
Office/Technical Portfolio		89.5	%		90.6	%

Total Portfolio		92.1	%		91.4	%