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8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 29, 2014

BOSTON PROPERTIES, INC.

(Exact Name of Registrant As Specified in Charter)

Delaware

1-13087

04-2473675

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

800 Boylston Street, Suite 1900, Boston, Massachusetts 02199

(Address of Principal Executive Offices) (Zip Code)

(617) 236-3300

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.

Results of Operations and Financial Condition.

The information in this Item 2.02 - “Results of Operations and Financial Condition” is being furnished. Such information, including Exhibits 99.1 and 99.2 hereto, shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 2.02, including Exhibits 99.1 and 99.2, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

On April 29, 2014, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of 2014. That press release referred to certain supplemental information that is available on the Company’s website. The text of the supplemental information and the press release are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

*99.1		Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended March 31, 2014.

*99.2		Press release dated April 29, 2014.

*	Filed herewith.

SIGNATURES

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


	BOSTON PROPERTIES, INC.

Date: April 29, 2014	By:	/s/ Michael E. LaBelle
		Michael E. LaBelle
		Senior Vice President, Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

*99.1		Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended March 31, 2014.

*99.2		Press release dated April 29, 2014.

*	Filed herewith.

EX-99.1

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended March 31, 2014

Boston Properties, Inc.

First Quarter 2014

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
Consolidated Joint Ventures		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
San Francisco Lease Expiration Roll Out		32-33
Washington, DC Lease Expiration Roll Out		34-35
CBD/Suburban Lease Expiration Roll Out		36-37
Hotel and Residential Performance		38
Same Property Occupancy Analysis		39
Same Property Performance		40
Reconciliation to Same Property Performance and Net Income		41-42
Leasing Activity		43
Capital Expenditures, Tenant Improvements and Leasing Commissions		44
Acquisitions/Dispositions		45
Value Creation Pipeline - Construction in Progress		46
Value Creation Pipeline - Land Parcels and Purchase Options		47
Definitions		48-50

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: Seventeen Cambridge Center, Cambridge, MA)

Boston Properties, Inc.

First Quarter 2014

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 four markets: Boston, New York, 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-three individuals averages thirty 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 investors with the greatest possible total return in all points of the economic cycle. To achieve this objective, the Company maintains consistent strategies that include the following:

•

concentrating on carefully targeted 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 targeted markets;

•

taking on complex, technically-challenging development 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 on a selective basis the sale of properties or interests therein to either take advantage of the demand for its premier properties and realize the value created and/or pare from the portfolio of properties that have slower future growth potential; and

•

continuing to enhance the Company’s balanced capital structure through its access to a variety of capital sources.

Snapshot

(as of March 31, 2014)


Corporate Headquarters		Boston, Massachusetts
Markets		Boston, New York, San Francisco and Washington, DC
Fiscal Year-End		December 31
Total Properties (includes unconsolidated joint ventures)		175
Total Square Feet (includes unconsolidated joint ventures and structured parking)		61.5 million
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding Outperformance Plan and Multi-Year Long-Term Incentive Program Units)		171.0 million
Dividend - Quarter/Annualized		$0.65/$2.60
Dividend Yield		2.27%
Total Adjusted Market Capitalization		$29.8 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A- (S&P)

Boston Properties, Inc.

First Quarter 2014

INVESTOR INFORMATION


Board of Directors		Management
Mortimer B. Zuckerman Executive Chairman Owen D. Thomas Chief Executive Officer and Director Douglas T. Linde President and Director Zoë Baird Budinger Director Carol B. Einiger Director Dr. Jacob A. Frenkel Director, Chair of Nominating & Corporate Governance Committee	Joel I. Klein Director Matthew J. Lustig Director Alan J. Patricof Director, Chair of Audit Committee Martin Turchin Director David A. Twardock Director, Chair of Compensation Committee	Raymond A. Ritchey Executive Vice President, National Director of Acquisitions & Development Michael E. LaBelle Senior Vice President, Chief Financial Officer Peter D. Johnston Senior Vice President and Regional Manager of Washington, DC Bryan J. Koop Senior Vice President and Regional Manager of Boston	Robert E. Pester Senior Vice President and Regional Manager of San Francisco John F. Powers Senior Vice President and Regional Manager of New York Frank D. Burt Senior Vice President, General Counsel Michael R. Walsh Senior Vice President, Finance

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):

	Q1 2014			Q4 2013			Q3 2013			Q2 2013			Q1 2013
High Closing Price	$	114.53		$	109.64		$	111.35		$	114.59		$	109.46
Low Closing Price	$	100.39		$	98.46		$	98.27		$	100.50		$	100.33
Average Closing Price	$	109.07		$	103.44		$	105.81		$	108.58		$	105.48
Closing Price, at the end of the quarter	$	114.53		$	100.37		$	106.90		$	105.47		$	101.06
Dividends per share - annualized (1)	$	2.60		$	2.60		$	2.60		$	2.60		$	2.60
Closing dividend yield - annualized (1)		2.27	%		2.59	%		2.43	%		2.47	%		2.57	%
Closing common shares outstanding, plus preferred shares and common, preferred and LTIP units on an as-converted basis (but excluding Outperformance Plan and Multi-Year Long-Term Incentive Program Units) (thousands) (2)		171,029			170,896			170,897			170,896			170,448
Closing market value of outstanding shares and units (thousands)	$	19,805,957		$	17,370,837		$	18,486,904		$	18,285,486		$	17,486,559

(1)

Excludes the special dividend of $2.25 per share paid on January 29, 2014.

(2)

For additional detail, see page 12.


Timing
Quarterly results for the next three quarters will be announced according to the following schedule:
Second Quarter, 2014		Tentatively July 29, 2014
Third Quarter, 2014		Tentatively October 28, 2014
Fourth Quarter, 2014		Tentatively January 27, 2015

Boston Properties, Inc.

First Quarter 2014

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage	Rating Agencies
Lucy Moore	Steve Sakwa / George Auerbach	Scott Frost	Stephen Boyd
Argus Research Company	ISI Group	Bank of America Merrill Lynch	Fitch Ratings
646.747.5456	212.446.9462 / 212.446.9459	646.855.8078	212.908.9153

Jeffrey Spector / Jamie Feldman	Omotayo Okusanya /David Shamis	Thomas Cook	Chris Wimmer
Bank of America Merrill Lynch	Jefferies & Co.	Citi Investment Research	Moody’s Investors Service
212.449.6329 / 212.449.6339	212.336.7076 / 212.284.1796	212.723.1112	212.553.2947

Ross Smotrich / Michael Lewis	Anthony Paolone / Joseph Dazio	John Giordano	Lisa Sarajian
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	212.438.2597

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	Vance Edelson	Thierry Perrein / Jason Jones
Citigroup Global Markets	Morgan Stanley	Wells Fargo
212.816.1383 / 212.816.1685	212.761.4000	704.715.8455 / 704.715.7932

James Sullivan /Tom Catherwood	Rich Moore / Mike Carroll
Cowen and Company	RBC Capital Markets
646.562.1380 / 646.562.1382	440.715.2646 / 440.715.2649

Vin Chao / Jeremy Metz	David Rodgers /Matthew Spencer
Deutsche Bank Securities	RW Baird
212.250.6799 / 212.250.4667	216.737.7341 / 414.298.5053

Sheila McGrath /Nathan Crossett	Alexander Goldfarb /Andrew Schaffer
Evercore Partners	Sandler O’Neill & Partners
212.497.0882 / 212.497.0870	212.466.7937 / 212.466.8062

Brad Burke	John Guinee / Erin Aslakson
Goldman Sachs	Stifel, Nicolaus & Company
917.343.2082	443.224.1307 / 443.224.1350

Michael Knott / Jed Reagan	Ross Nussbaum /Gabriel Hilmoe
Green Street Advisors	UBS Securities
949.640.8780 / 949.640.8780	212.713.2484 / 212.713.3876

David Harris
Imperial Capital
212.351.9429

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

Boston Properties, Inc.

First Quarter 2014

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 48-50.


	Three Months Ended
	31-Mar-14			31-Dec-13			30-Sep-13			30-Jun-13			31-Mar-13
Selected Items:

Revenue	$	574,694		$	576,199		$	571,481		$	510,033		$	477,826
Straight-line rent (1)	$	8,140		$	15,936		$	14,837		$	16,142		$	17,807
Fair value lease revenue (1) (2)	$	7,501		$	7,202		$	7,073		$	13,286		$	16,037
Revenue from residential properties	$	5,682		$	5,606		$	5,493		$	5,484		$	5,578
Company share of funds from operations from unconsolidated joint ventures	$	7,400		$	7,467		$	7,951		$	20,991		$	30,378
Lease termination fees (included in revenue) (1)	$	1,119		$	664		$	1,380		$	288		$	476
Ground rent expense (3)	$	4,986		$	5,004		$	5,016		$	5,006		$	5,008
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment	$	2,438		$	4,971		$	4,888		$	6,035		$	7,158
Fair value interest adjustment (1)	$	7,583		$	7,512		$	7,491		$	1,918		$	(558	)
Capitalized interest	$	17,709		$	17,900		$	17,398		$	18,436		$	14,418
Capitalized wages	$	3,547		$	4,113		$	3,147		$	2,784		$	2,750
Operating Margins [(rental revenue - rental expense)/rental revenue] (4)		65.1	%		66.3	%		66.2	%		66.3	%		65.2	%
Gains (losses) from early extinguishments of debt	$	—		$	—		$	(30	)	$	152		$	—
Net income attributable to Boston Properties, Inc. common shareholders	$	54,034		$	88,719		$	152,677		$	452,417		$	47,854
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	183,844		$	197,605		$	197,859		$	195,415		$	160,624
FFO per share - diluted	$	1.20		$	1.29		$	1.29		$	1.28		$	1.06
Net income attributable to Boston Properties, Inc. per share - basic	$	0.35		$	0.58		$	1.00		$	2.95		$	0.32
Net income attributable to Boston Properties, Inc. per share - diluted	$	0.35		$	0.58		$	1.00		$	2.94		$	0.31
Dividends per common share (5)	$	0.65		$	2.90		$	0.65		$	0.65		$	0.65
Funds available for distribution to common shareholders and common unitholders (FAD) (6)	$	163,933		$	154,562		$	150,285		$	167,699		$	145,867

Ratios:

Interest Coverage Ratio (excluding capitalized interest) - cash basis (7)		3.30			3.23			3.18			3.32			3.15
Interest Coverage Ratio (including capitalized interest) - cash basis (7)		2.81			2.77			2.74			2.77			2.72
FFO Payout Ratio (8)		54.17	%		50.39	%		50.39	%		50.78	%		61.32	%
FAD Payout Ratio (9)		67.51	%		71.55	%		73.40	%		65.78	%		75.42	%

	31-Mar-14			31-Dec-13			30-Sep-13			30-Jun-13			31-Mar-13
Capitalization:
Common Stock Price @ Quarter End	$	114.53		$	100.37		$	106.90		$	105.47		$	101.06
Equity Value @ Quarter End	$	19,805,957		$	17,370,837		$	18,486,904		$	18,285,486		$	17,486,559
Total Consolidated Debt	$	10,577,135		$	11,341,508		$	11,354,369		$	11,365,545		$	8,871,518
Total Consolidated Market Capitalization	$	30,383,092		$	28,712,345		$	29,841,273		$	29,651,031		$	26,358,077
Total Consolidated Debt/Total Consolidated Market Capitalization (10)		34.81	%		39.50	%		38.05	%		38.33	%		33.66	%

BXP’s Share of Unconsolidated Joint Venture Debt	$	328,869		$	329,188		$	328,373		$	326,714		$	1,445,565
Less:
Partners’ Share of Consolidated Debt	$	878,265		$	883,655		$	889,008		$	894,341		$	177,228
Total Adjusted Debt	$	10,027,739		$	10,787,041		$	10,793,734		$	10,797,918		$	10,139,855
Total Adjusted Market Capitalization (11)	$	29,833,696		$	28,157,878		$	29,280,638		$	29,083,404		$	27,626,414
Total Adjusted Debt/Total Adjusted Market Capitalization (11) (12)		33.61	%		38.31	%		36.86	%		37.13	%		36.70	%

(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 $15,996, $15,473, $17,524, $14,916 and $13,324 for the three months ended March 31, 2014, December 31, 2013, September 30, 2013, June 30, 2013 and March 31, 2013, respectively.

(5)	For the three months ended December 31, 2013, dividends per share includes the $2.25 per common share special dividend paid on January 29, 2014.

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

(7)	For additional detail, see page 11.

(8)	FFO Payout Ratio is defined as dividends per share to common shareholders divided by FFO per share. For the three months ended December 31, 2013, excludes the $2.25 per share special dividend paid on January 29, 2014.

(9)	FAD Payout Ratio is defined as distributions to common shareholders and unitholders divided by FAD. For the three months ended December 31, 2013, excludes the $2.25 per share special distribution paid on January 29, 2014. For additional information, see page 11.

(10)	For disclosures related to our definition of Total Consolidated Debt to Total Consolidated Market Capitalization Ratio, see page 48.

(11)	For additional detail, see page 12.

(12)	For disclosures related to our definition of Total Adjusted Debt to Total Adjusted Market Capitalization Ratio, see page 48.

Boston Properties, Inc.

First Quarter 2014

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	31-Mar-14			31-Dec-13			30-Sep-13			30-Jun-13			31-Mar-13
ASSETS
Real estate	$	17,258,665		$	17,158,210		$	17,105,492		$	17,059,235		$	13,550,889
Construction in progress (1)		1,564,821			1,523,179			1,502,017			1,483,114			1,145,517
Land held for future development		300,498			297,376			295,370			290,085			503,684
Less accumulated depreciation		(3,263,208	)		(3,161,571	)		(3,076,280	)		(2,996,520	)		(2,929,385	)

Total real estate		15,860,776			15,817,194			15,826,599			15,835,914			12,270,705
Cash and cash equivalents		1,179,573			2,365,137			1,641,275			1,608,731			909,376
Cash held in escrows		54,240			57,201			53,499			54,829			55,410
Marketable securities		18,026			16,641			15,377			14,226			13,825
Tenant and other receivables, net		37,812			59,464			55,393			66,039			75,849
Related party notes receivable		—			—			—			—			282,307
Interest receivable from related party notes receivable		—			—			—			—			106,313
Accrued rental income, net		661,730			651,603			641,041			625,654			612,041
Deferred charges, net		861,567			884,450			918,798			939,675			572,890
Prepaid expenses and other assets		178,488			184,477			238,688			179,741			71,756
Investments in unconsolidated joint ventures		127,356			126,084			129,038			137,975			652,807

Total assets	$	18,979,568		$	20,162,251		$	19,519,708		$	19,462,784		$	15,623,279


LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	4,430,110		$	4,449,734		$	4,468,069		$	4,484,657		$	3,053,798
Unsecured senior notes, net of discount		5,836,290			5,835,854			5,835,424			5,834,973			4,639,843
Unsecured exchangeable senior notes, net of discount		—			744,880			739,536			734,278			1,177,877
Unsecured line of credit		—			—			—			—			—
Mezzanine notes payable		310,735			311,040			311,340			311,637			—
Related party notes payable		180,000			180,000			180,000			180,000			—
Accounts payable and accrued expenses		218,028			202,470			215,778			212,998			210,359
Dividends and distributions payable		114,799			497,242			112,470			112,425			110,886
Accrued interest payable		178,651			167,523			181,310			141,676			99,491
Other liabilities		556,772			578,969			567,464			556,730			316,683

Total liabilities		11,825,385			12,967,712			12,611,391			12,569,374			9,608,937

Commitments and contingencies		—			—			—			—			—

Noncontrolling interests:
Redeemable preferred units of the Operating Partnership		51,312			51,312			67,806			110,876			110,876

Redeemable interest in property partnership		100,327			99,609			98,649			98,162			98,216

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			200,000			200,000			200,000
Common stock, $0.01 par value, 250,000,000 shares authorized,
153,017,311, 152,983,101, 152,390,595, 152,384,740 and
151,601,209 outstanding, respectively		1,530			1,530			1,524			1,524			1,516
Additional paid-in capital		5,668,230			5,662,453			5,250,174			5,246,243			5,232,030
Earnings (dividends) in excess of dividends (earnings)		(153,979	)		(108,552	)		246,206			192,492			(160,697	)
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(10,989	)		(11,556	)		(12,122	)		(12,689	)		(13,253	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,702,070			5,741,153			5,683,060			5,624,848			5,256,874
Noncontrolling interests:
Common units of the Operating Partnership		575,381			576,333			577,173			570,135			540,103
Property partnerships		725,093			726,132			481,629			489,389			8,273

Total equity		7,002,544			7,043,618			6,741,862			6,684,372			5,805,250

Total liabilities and equity	$	18,979,568		$	20,162,251		$	19,519,708		$	19,462,784		$	15,623,279

On May 31, 2013, the Company’s two joint venture partners in 767 Venture, LLC (the entity that owns 767 Fifth Avenue 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 $359.5 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.

First Quarter 2014

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	31-Mar-14			31-Dec-13			30-Sep-13			30-Jun-13			31-Mar-13
Revenue
Rental
Base Rent	$	455,018		$	453,538		$	449,636		$	399,192		$	373,046
Recoveries from tenants		81,934			79,586			80,718			68,321			64,319
Parking and other		24,333			25,174			25,000			23,547			23,437

Total rental revenue		561,285			558,298			555,354			491,060			460,802
Hotel revenue		8,193			10,269			10,652			11,118			8,291
Development and management services		5,216			7,632			5,475			7,855			8,733

Total revenue		574,694			576,199			571,481			510,033			477,826

Expenses
Operating (1)		114,455			108,147			108,668			97,914			94,677
Real estate taxes		91,933			90,441			90,620			78,104			74,385
Hotel operating		6,797			7,488			6,580			7,335			7,044
General and administrative (1) (2) (3)		29,905			20,656			24,841			24,316			45,516
Transaction costs		437			—			766			535			443
Impairment loss		—			—			—			—			8,306
Depreciation and amortization		154,270			154,475			153,253			133,456			119,453

Total expenses		397,797			381,207			384,728			341,660			349,824

Operating income		176,897			194,992			186,753			168,373			128,002
Other income (expense)
Income from unconsolidated joint ventures (4)		2,816			2,834			14,736			48,783			8,721
Gains on consolidation of joint ventures (5)		—			—			(1,810	)		387,801			—
Interest and other income		1,311			1,664			3,879			1,296			1,471
Gains from investments in securities (2)		286			1,039			956			181			735
Interest expense (6)		(113,554	)		(121,134	)		(122,173	)		(103,140	)		(100,433	)
Gains (losses) from early extinguishments of debt		—			—			(30	)		152			—

Income from continuing operations		67,756			79,395			82,311			503,446			38,496
Discontinued operations
Income from discontinued operations		—			536			1,677			3,315			2,494
Gains on sales of real estate from discontinued operations		—			26,381			86,448			—			—
Gain on forgiveness of debt from discontinued operations		—			—			—			—			20,182
Impairment loss from discontinued operations		—			—			—			—			(3,241	)

Net income		67,756			106,312			170,436			506,761			57,931
Net income attributable to noncontrolling interests
Noncontrolling interest in property partnerships		(4,354	)		(2,271	)		3,279			219			(2,574	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(619	)		(2,661	)		(1,082	)		(1,123	)		(1,180	)
Noncontrolling interest - common units of the Operating Partnership (7)		(6,160	)		(7,302	)		(8,339	)		(50,489	)		(4,111	)
Noncontrolling interest in discontinued operations - common units of the Operating Partnership (7)		—			(2,713	)		(8,970	)		(333	)		(2,066	)

Net income attributable to Boston Properties, Inc.		56,623			91,365			155,324			455,035			48,000
Preferred dividends		(2,589	)		(2,646	)		(2,647	)		(2,618	)		(146	)

Net income attributable to Boston Properties, Inc. common shareholders	$	54,034		$	88,719		$	152,677		$	452,417		$	47,854


INCOME PER SHARE OF COMMON STOCK (EPS)
Net income attributable to Boston Properties, Inc. per share-basic	$	0.35		$	0.58		$	1.00		$	2.95		$	0.32

Net income attributable to Boston Properties, Inc. per share-diluted	$	0.35		$	0.58		$	1.00		$	2.94		$	0.31

(1)

Beginning in the third quarter of 2013, the Company revised the presentation of costs to operate its San Francisco and Princeton regional offices. These expenses, which totaled approximately $1.8 million, $2.1 million, $2.0 million, $2.1 million and $1.9 million for the three months ended March 31, 2014, December 31, 2013, September 30, 2013, June 30, 2013 and March 31, 2013, respectively, were previously included in Operating Expenses and are now included in General and Administrative Expenses for all periods presented.

(2)

Gains from investments in securities includes $286, $1,039, $956, $181 and $735 and general and administrative expense includes $(306), $(1,055), $(941), $(176) and $(752) for the three months ended March 31, 2014, December 31, 2013, September 30, 2013, June 30, 2013 and March 31, 2013, respectively, related to the Company’s deferred compensation plan.

(3)

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.

(4)

For the three months ended September 30, 2013, includes the gain on sale of Eighth Avenue and 46th Street totaling approximately $11.3 million and an adjustment to the gain on sale of 125 West 55th Street totaling approximately $(0.1) million. For the three months ended June 30, 2013, includes the gain on sale of 125 West 55th Street totaling approximately $43.3 million.

(5)

For the three months ended September 30, 2013, the gains on consolidation of joint ventures consisted of adjustments to the gains from (1) 767 Fifth Avenue (The GM Building) totaling approximately $(3.9) million and (2) the Company’s Value-Added Fund’s Mountain View properties totaling approximately $2.1 million. For the three months ended June 30, 2013, the gains on consolidation of joint ventures consisted of (1) 767 Fifth Avenue totaling approximately $363.4 million and (2) the Company’s Value-Added Fund’s Mountain View properties totaling approximately $24.4 million.

(6)

For the three months ended March 31, 2014, December 31, 2013, September 30, 2013 and June 30, 2013, interest expense includes $6,940, $6,906, $6,873 and $2,265, respectively, consisting of the interest expense on the partner loans for the 767 Fifth Avenue 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.

(7)

Equals noncontrolling interest—common units of the Operating Partnership’s share of 9.90%, 9.89%, 9.94%, 10.06% and 10.14% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended March 31, 2014, December 31, 2013, September 30, 2013, June 30, 2013 and March 31, 2013, respectively.

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

Boston Properties, Inc.

First Quarter 2014

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	31-Mar-14		31-Dec-13		30-Sep-13			30-Jun-13			31-Mar-13
Net income attributable to Boston Properties, Inc. common shareholders	$	54,034	$	88,719	$	152,677		$	452,417		$	47,854
Add:
Preferred dividends		2,589		2,646		2,647			2,618			146
Noncontrolling interest in discontinued operations - common units of the
Operating Partnership		—		2,713		8,970			333			2,066
Noncontrolling interest - common units of the Operating Partnership		6,160		7,302		8,339			50,489			4,111
Noncontrolling interest - redeemable preferred units of the Operating Partnership		619		2,661		1,082			1,123			1,180
Noncontrolling interests in property partnerships		4,354		2,271		(3,279	)		(219	)		2,574
Impairment loss from discontinued operations		—		—		—			—			3,241
Less:
Income from discontinued operations		—		536		1,677			3,315			2,494
Gains on sales of real estate from discontinued operations		—		26,381		86,448			—			—
Gain on forgiveness of debt from discontinued operations		—		—		—			—			20,182

Income from continuing operations		67,756		79,395		82,311			503,446			38,496
Add:
Real estate depreciation and amortization (1)		158,514		159,706		158,274			149,817			142,555
Income from discontinued operations		—		536		1,677			3,315			2,494
Less:
Gains on sales of real estate included within income from unconsolidated joint ventures (2)		—		—		11,174			43,327			—
Gains on consolidation of joint ventures (3)		—		—		(1,810	)		387,801			—
Noncontrolling interests in property partnerships’ share of funds from operations		19,023		16,994		9,462			4,436			3,038
Noncontrolling interest - redeemable preferred units of the Operating Partnership (4)		619		694		1,082			1,123			1,180
Preferred dividends		2,589		2,646		2,647			2,618			146

Funds from operations (FFO) attributable to the Operating Partnership		204,039		219,303		219,707			217,273			179,181
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		20,195		21,698		21,848			21,858			18,557

FFO attributable to Boston Properties, Inc. (5)	$	183,844	$	197,605	$	197,859		$	195,415		$	160,624

FFO per share - basic	$	1.20	$	1.29	$	1.30		$	1.29		$	1.06

Weighted average shares outstanding - basic		153,030		152,798		152,407			151,938			151,646

FFO per share - diluted	$	1.20	$	1.29	$	1.29		$	1.28		$	1.06

Weighted average shares outstanding - diluted		154,043		153,900		153,999			153,797			153,259

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $154,270, $154,475, $153,253, $133,456 and $119,453, our share of unconsolidated joint venture real estate depreciation and amortization of $4,584, $4,633, $4,389, $15,535 and $21,657, and depreciation and amortization from discontinued operations of $0, $934, $940, $1,148 and $1,738, less corporate related depreciation of $340, $336, $308, $322 and $293 for the three months ended March 31, 2014, December 31, 2013, September 30, 2013, June 30, 2013 and March 31, 2013, respectively.

(2)

For the three months ended September 30, 2013, consists of the portion of income from unconsolidated joint ventures related to the gain on sale of Eighth Avenue and 46th Street totaling approximately $11.3 million and an adjustment to the gain on sale of 125 West 55th Street totaling approximately $(0.1) million. 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.

(3)

For the three months ended September 30, 2013, the gains on consolidation of joint ventures consisted of adjustments to the gains from (1) 767 Fifth Avenue totaling approximately $(3.9) million and (2) the Company’s Value-Added Fund’s Mountain View properties totaling approximately $2.1 million. For the three months ended June 30, 2013, the gains on consolidation of joint ventures consisted of (1) 767 Fifth Avenue totaling approximately $363.4 million and (2) the Company’s Value-Added Fund’s Mountain View properties totaling approximately $24.4 million.

(4)

Excludes approximately $2.0 million for the three months ended December 31, 2013 of income allocated to the holders of Series Two Preferred Units to account for their right to participate on an as-converted basis in the special dividend that was primarily the result of the sale of a 45% interest in the Company’s Times Square Tower property.

(5)	Based on weighted average basic shares for the quarter. The Company’s share for the quarter ended March 31, 2014, December 31, 2013, September 30, 2013, June 30, 2013 and March 31, 2013 was 90.10%, 90.11%, 90.06%, 89.94% and 89.86%, respectively.

Boston Properties, Inc.

First Quarter 2014

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	March 31, 2014				December 31, 2013				September 30, 2013				June 30, 2013				March 31, 2013
	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	$	204,039		169,841	$	219,303		169,576	$	219,707		169,236	$	217,273		168,933	$	179,181		168,750
Effect of Dilutive Securities
Convertible Preferred Units (1)		530		874		603		968		850		1,307		818		1,307		879		1,307
Stock based compensation and exchangeable senior notes		—		139		—		134		—		285		—		552		—		306


Diluted FFO	$	204,569		170,854	$	219,906		170,678	$	220,557		170,828	$	218,091		170,792	$	180,060		170,363

Less:
Noncontrolling interest—common units of the Operating Partnership’s share of diluted funds from operations		20,128		16,811		21,617		16,778		21,728		16,829		21,702		16,995		18,077		17,104


Company’s share of diluted FFO (2)	$	184,441		154,043	$	198,289		153,900	$	198,829		153,999	$	196,389		153,797	$	161,983		153,259


FFO per share - basic	$	1.20			$	1.29			$	1.30			$	1.29			$	1.06


FFO per share - diluted	$	1.20			$	1.29			$	1.29			$	1.28			$	1.06

(1)

(2)	Based on weighted average diluted shares for the quarter. The Company’s share for the quarter ended March 31, 2014, December 31, 2013, September 30, 2013, June 30, 2013 and March 31, 2013 was 90.16%, 90.17%, 90.15%, 90.05% and 89.96%, respectively.

Boston Properties, Inc.

First Quarter 2014

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	31-Mar-14			31-Dec-13			30-Sep-13			30-Jun-13			31-Mar-13
Basic FFO (see page 9)	$	204,039		$	219,303		$	219,707		$	217,273		$	179,181
2nd generation tenant improvements and leasing commissions		(25,336	)		(28,132	)		(46,722	)		(20,311	)		(38,380	)
Straight-line rent (1)		(8,140	)		(15,936	)		(14,837	)		(16,142	)		(17,807	)
Recurring capital expenditures		(7,694	)		(19,913	)		(11,839	)		(12,856	)		(6,418	)
Fair value interest adjustment (1)		(7,583	)		(7,512	)		(7,491	)		(1,918	)		558
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment		2,438			4,971			4,888			6,035			7,158
Fair value lease revenue (1) (2)		(7,501	)		(7,202	)		(7,073	)		(13,286	)		(16,037	)
Hotel improvements, equipment upgrades and replacements		(1,557	)		(715	)		(206	)		(1,006	)		(143	)
Straight-line ground rent expense adjustment (3)		1,747			1,785			1,785			1,785			1,801
Non real estate depreciation		340			336			308			322			293
Stock-based compensation (4)		10,380			6,154			6,537			6,681			25,783
Impairment loss		—			—			—			—			8,306
Non-cash losses (gains) from early extinguishments of debt		—			—			—			(264	)		—
Non-cash termination adjustment (including fair value lease amounts)		—			—			999			(3	)		1,106
Partners’ share of consolidated and unconsolidated joint venture 2nd generation tenant improvement and leasing commissions		2,800			1,423			4,229			1,389			466

Funds available for distribution to common shareholders and common unitholders (FAD)	$	163,933		$	154,562		$	150,285		$	167,699		$	145,867


*Interest Coverage Ratios*
*(in thousands, except for ratio amounts)*

	Three Months Ended
	31-Mar-14			31-Dec-13			30-Sep-13			30-Jun-13			31-Mar-13
Income from continuing operations	$	67,756		$	79,395		$	82,311		$	503,446		$	38,496
Interest expense		113,554			121,134			122,173			103,140			100,433
Depreciation and amortization expense		154,270			154,475			153,253			133,456			119,453
Depreciation and amortization expense from unconsolidated joint ventures		4,584			4,633			4,389			15,535			21,657
Gains on sales of real estate included within income from unconsolidated joint ventures		—			—			(11,174	)		(43,327	)		—
Gains on consolidation of joint ventures		—			—			1,810			(387,801	)		—
Depreciation and amortization expense - discontinued operations		—			934			940			1,148			1,738
Interest expense - discontinued operations		—			—			—			—			360
Income from discontinued operations		—			536			1,677			3,315			2,494
Impairment loss		—			—			—			—			8,306
Non-cash losses (gains) from early extinguishments of debt		—			—			—			(264	)		—
Non-cash termination adjustment (including fair value lease amounts)		—			—			999			(3	)		1,106
Stock-based compensation		10,380			6,154			6,537			6,681			25,783
Straight-line ground rent expense adjustment (3)		1,747			1,785			1,785			1,785			1,801
Straight-line rent (1)		(8,140	)		(15,936	)		(14,837	)		(16,142	)		(17,807	)
Fair value lease revenue (1) (2)		(7,501	)		(7,202	)		(7,073	)		(13,286	)		(16,037	)

Subtotal		336,650			345,908			342,790			307,683			287,783

*Excluding Capitalized Interest*
Divided by:

Adjusted interest expense (5) (6) (7) (8)		102,150			106,998			107,633			92,600			91,462

Interest Coverage Ratio		3.30			3.23			3.18			3.32			3.15

*Including Capitalized Interest*
Divided by:

Adjusted interest expense (5) (6) (7) (8) (9)		119,859			124,898			125,031			111,036			105,880
Interest Coverage Ratio		2.81			2.77			2.74			2.77			2.72

(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 $2,438, $4,971, $4,888, $6,035 and $7,158 for the three months ended March 31, 2014, December 31, 2013, September 30, 2013, June 30, 2013 and March 31, 2013, respectively.

(6)	Excludes amortization of financing costs of $2,026, $2,259, $2,779, $2,240 and $2,173 for the three months ended March 31, 2014, December 31, 2013, September 30, 2013, June 30, 2013 and March 31, 2013, respectively.

(7)	Includes interest expense from discontinued operations of $360 for the three months ended March 31, 2013.

(8)

Excludes interest expense of $6,940, $6,906, $6,873 and $2,265 for the three months ended March 31, 2014, December 31, 2013, September 30, 2013 and June 30, 2013, respectively, 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 $17,709, $17,900, $17,398, $18,436 and $14,418 for the three months ended March 31, 2014, December 31, 2013, September 30, 2013, June 30, 2013 and March 31, 2013, respectively.

Boston Properties, Inc.

First Quarter 2014

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal
	March 31, 2014
Mortgage Notes Payable	$	4,251,900
Mezzanine Notes Payable		306,000
Unsecured Line of Credit		—
Unsecured Senior Notes, at face value		5,850,000

Total Debt		10,407,900
Fair Value Adjustment on Mortgage Notes Payable		178,210
Fair Value Adjustment on Mezzanine Notes Payable		4,735
Discount on Unsecured Senior Notes		(13,710	)

Total Consolidated Debt	$	10,577,135


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	$	1,991		$	2,854		$	1,880		$	1,360		$	4,554		$	523		$	303		$	189		$	56		$	13,710

Unsecured Senior Notes, net of discount	$	698,009		$	497,146		$	998,120		$	848,640		$	845,446		$	699,477		$	699,697		$	249,811		$	299,944		$	5,836,290

Equity

(in thousands)


	Shares/Units		Common
	Outstanding		Stock			Equivalent
	as of 03/31/2014		Equivalents			Value (1)
Common Stock		153,017		153,017	(2)	$	17,525,037
Common Operating Partnership Units		17,138		17,138	(3)		1,962,815
Series Two Preferred Operating Partnership Units		666		874			100,099
Series Four Preferred Operating Partnership Units		360		—			18,006	(4)
5.25% Series B Cumulative Redeemable Preferred Stock		80		—			200,000	(5)

Total Equity				171,029		$	19,805,957

Total Consolidated Debt						$	10,577,135

Total Consolidated Market Capitalization						$	30,383,092

BXP’s share of Unconsolidated Joint Venture Debt						$	328,869
Less:
Partners’ Share of Consolidated Debt						$	878,265
Total Adjusted Debt (6)						$	10,027,739

Total Adjusted Market Capitalization (6)						$	29,833,696

(1)

Values based on March 31, 2014 closing price of $114.53 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 4 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 5 below).

(2)	Includes 59 shares of restricted stock.

(3)	Includes 1,554 long-term incentive plan units, but excludes an aggregate of 1,193 Outperformance Plan Units and Multi-Year Long-Term Incentive Program Units.

(4)

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. On August 29, 2013, the Company’s Operating Partnership redeemed 861 Series Four Preferred Units for cash totaling approximately $43.1 million.

(5)

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.

(6)	For disclosures relating to our definition of Total Adjusted Debt and Total Adjusted Market Capitalization, see page 48.

Boston Properties, Inc.

First Quarter 2014

DEBT ANALYSIS (1)

Debt Maturities and Principal Payments

as of March 31, 2014

(in thousands)


	2014			2015			2016			2017			2018			Thereafter			Total
Floating Rate Debt
Mortgage Notes Payable	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Unsecured Line of Credit		—			—			—			—			—			—			—

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

Fixed Rate Debt

Mortgage Notes Payable	$	81,129		$	26,182		$	608,879		$	2,821,750		$	18,633		$	695,327		$	4,251,900
Fair Value Adjustment		39,498			53,888			50,632			34,192			—			—			178,210

Mortgage Notes Payable		120,627			80,070			659,511			2,855,942			18,633			695,327			4,430,110

Mezzanine Notes Payable		—			—			—			306,000			—			—			306,000
Fair Value Adjustment		939			1,314			1,389			1,093			—			—			4,735

		939			1,314			1,389			307,093			—			—			310,735

Unsecured Senior Notes, Face Amount		—			550,000			—			—			850,000			4,450,000			5,850,000
Discount Amortization		(1,372	)		(1,686	)		(1,681	)		(1,749	)		(1,774	)		(5,448	)		(13,710	)

Unsecured Senior Notes, Face Amount		(1,372	)		548,314			(1,681	)		(1,749	)		848,226			4,444,552			5,836,290

Total Fixed Debt	$	120,194		$	629,698		$	659,219		$	3,161,286		$	866,859		$	5,139,879		$	10,577,135

Total Consolidated Debt	$	120,194		$	629,698		$	659,219		$	3,161,286		$	866,859		$	5,139,879		$	10,577,135

GAAP Weighted Average Floating Rate Debt		—			—			—			—			—			—			—
GAAP Weighted Average Fixed Rate Debt		5.63	%		5.48	%		5.29	%		4.05	%		3.89	%		4.59	%		4.46	%

Total GAAP Weighted Average Rate		5.63	%		5.48	%		5.29	%		4.05	%		3.89	%		4.59	%		4.46	%

Total Stated Weighted Average Rate		5.60	%		5.40	%		6.43	%		5.76	%		3.77	%		4.51	%		5.01	%

Unsecured Debt

Unsecured Line of Credit - Matures July 26, 2018

(in thousands)


						Remaining
		Outstanding		Letters of		Capacity
Facility		at 03/31/2014		Credit		at 03/31/2014
$	1,000,000	$	—	$	9,901	$	990,099

Unsecured and Secured Debt Analysis


				Stated Weighted			GAAP Weighted			Weighted Average
	% of Total Debt			Average Rate			Average Rate			Maturity
Unsecured Debt		58.02	%		4.44	%		4.52	%		6.8 years
Secured Debt		41.98	%		5.72	%		4.39	%		3.9 years

Total Consolidated Debt		100.00	%		5.01	%		4.46	%		5.5 years

Floating and Fixed Rate Debt Analysis


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

Floating Rate Debt		—			—			—			— years
Fixed Rate Debt		100.00	%		5.01	%		4.46	%		5.5 years

Total Consolidated Debt		100.00	%		5.01	%		4.46	%		5.5 years

(1)	Excludes unconsolidated joint ventures. The GAAP interest rate differs from the stated interest rate due to the inclusion of the amortization of financing charges, effects of hedging transactions and adjustments required to reflect loans at their fair values upon acquisition.

Boston Properties, Inc.

First Quarter 2014

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

as of March 31, 2014

(in thousands)


Property	2014			2015			2016			2017			2018			Thereafter			Total
767 Fifth Avenue (The General Motors Building) (60% ownership)	$	—		$	—		$	—		$	1,300,000		$	—		$	—		$	1,300,000	(2)(3)
599 Lexington Avenue		—			—			—			750,000			—			—			750,000
601 Lexington Avenue		8,541			11,870			12,447			13,051			13,684			659,880			719,473
John Hancock Tower and Garage		—			—			—			640,500			—			—			640,500	(2)
Embarcadero Center Four		4,120			5,794			348,886			—			—			—			358,800
Fountain Square (50% ownership)		—			—			211,250			—			—			—			211,250	(2)
505 9th Street (50% ownership)		1,844			2,585			2,737			113,596			—			—			120,762
New Dominion Technology Park, Building Two		63,000			—			—			—			—			—			63,000
New Dominion Technology Park, Building One		1,173			2,481			2,672			2,878			3,100			29,843			42,147
Kingstowne Two and Retail		1,391			1,950			29,277			—			—			—			32,618	(2)
University Place		1,060			1,502			1,610			1,725			1,849			5,604			13,350

		81,129			26,182			608,879			2,821,750			18,633			695,327			4,251,900


Aggregate Fair Value Adjustments		39,498			53,888			50,632			34,192			—			—			178,210

		120,627			80,070			659,511			2,855,942			18,633			695,327			4,430,110


Mezzanine Notes Payable (associated with 767 Fifth Avenue (The General Motors Building))(60% ownership)		—			—			—			306,000			—			—			306,000
Fair Value Adjustment		939			1,314			1,389			1,093			—			—			4,735

		939			1,314			1,389			307,093			—			—			310,735


Unsecured Senior Notes, Face Amount		—			550,000			—			—			850,000			4,450,000			5,850,000
Aggregate Discount Amortization		(1,372	)		(1,686	)		(1,681	)		(1,749	)		(1,774	)		(5,448	)		(13,710	)

		(1,372	)		548,314			(1,681	)		(1,749	)		848,226			4,444,552			5,836,290

Unsecured Line of Credit		—			—			—			—			—			—			—

	$	120,194		$	629,698		$	659,219		$	3,161,286		$	866,859		$	5,139,879		$	10,577,135


% of Total Consolidated Debt		1.14	%		5.95	%		6.23	%		29.89	%		8.20	%		48.59	%		100.00	%
Balloon Payments	$	63,000		$	550,000		$	583,782		$	3,107,619			850,000		$	5,083,554		$	10,237,955
Scheduled Principal Amortization	$	18,129		$	26,182		$	25,097		$	20,131		$	18,633		$	61,773		$	169,945

(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 partners’ share of the partner loans totaling $180.0 million has been reflected in Related Party Notes Payable on our Consolidated Balance Sheets and has not been included in the above balance.

Boston Properties, Inc.

First Quarter 2014

Senior Unsecured Debt Covenant Compliance Ratios

(in thousands)

In the fourth quarter of 2002, the Company’s operating partnership (Boston Properties Limited Partnership) received investment grade ratings on its senior unsecured debt securities and thereafter issued unsecured notes. The notes were issued under an indenture, dated as of December 13, 2002, by and between Boston Properties Limited Partnership and The Bank of New York Mellon Trust Company, N.A., as trustee, as supplemented, which, among other things, requires us to comply with the following limitations on incurrence of debt: Limitation on Outstanding Debt; Limitation on Secured Debt; Ratio of Annualized Consolidated EBITDA to Annualized Interest Expense; and Maintenance of Unencumbered Assets. Compliance with these restrictive covenants requires us to apply specialized terms the meanings of which are described in detail in our filings with the SEC, and to calculate ratios in the manner prescribed by the indenture.

This section presents such ratios as of March 31, 2014 to show that the Company’s Operating Partnership was in compliance with the terms of the indenture, as amended, which has been filed with the SEC. This section also presents certain other indenture-related data which we believe assists investors in the Company’s unsecured debt securities. Management is not presenting these ratios and the related calculations for any other purpose or for any other period, and is not intending for these measures to otherwise provide information to investors about the Company’s financial condition or results of operations. Investors should not rely on these measures other than for purposes of testing our compliance with the indenture.


		Senior Notes			Senior Notes
		Issued Prior to			Issued On or After
		October 9, 2009			October 9, 2009
		March 31, 2014
Total Assets:
Capitalized Property Value (1)		$	20,619,961		$	21,060,704
Cash and Cash Equivalents			1,179,573			1,179,573
Investments in Marketable Securities			18,026			18,026
Undeveloped Land, at Cost (including Joint Venture %)			305,748			305,748
Development in Process, at Cost (including Joint Venture %)			1,733,111			1,733,111

Total Assets		$	23,856,419		$	24,297,162

Unencumbered Assets		$	15,409,572		$	15,688,628


Secured Debt (Fixed and Variable)(2)		$	4,251,900		$	4,251,900
Mezzanine Notes Payable(3)			306,000			306,000
Joint Venture Debt			328,869			328,869
Related Party Notes Payable			180,000			180,000
Contingent Liabilities & Letters of Credit			13,208			13,208
Unsecured Debt (4)			5,850,000			5,850,000

Total Outstanding Debt		$	10,929,977		$	10,929,977

Consolidated EBITDA:
Income from Continuing Operations (per Consolidated Income Statement)		$	67,756		$	67,756
Subtract: Income from Unconsolidated Joint Ventures (per Consolidated Income Statement)			(2,816	)		(2,816	)
Subtract: Gains from Investments in Securities (per Consolidated Income Statement)			(286	)		(286	)
Add: Interest Expense (per Consolidated Income Statement)			113,554			113,554
Add: Depreciation and Amortization (per Consolidated Income Statement)			154,270			154,270

EBITDA			332,478			332,478
Add: Company share of unconsolidated joint venture EBITDA			9,729			9,729

Consolidated EBITDA		$	342,207		$	342,207

Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)		$	113,554		$	113,554
Add: Company share of unconsolidated joint venture interest expense			3,362			3,362
Less: Amortization of financing costs			(2,026	)		(2,026	)
Less: Interest expense funded by construction loan draws			—			—

Adjusted Interest Expense		$	114,890		$	114,890


Covenant Ratios and Related Data	Test	Actual			Actual
Total Outstanding Debt/Total Assets	Less than 60%		45.8	%		45.0	%
Secured Debt/Total Assets	Less than 50%		20.5	%		20.1	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50x		2.98			2.98
Unencumbered Assets/ Unsecured Debt	Greater than 150%		263.4	%		268.2	%

Unencumbered Consolidated EBITDA		$	229,865		$	229,865

Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)			3.24			3.24

% of Unencumbered Consolidated EBITDA to Consolidated EBITDA			67.2	%		67.2	%

# of unencumbered properties			146			146

(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 $178,210.

(3)	Excludes aggregate fair value adjustment of $4,735.

(4)	Excludes aggregate debt discount of $13,710.

Boston Properties, Inc.

First Quarter 2014

UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS (*)

Debt Maturities and Principal Payments by Property

(in thousands)


Property	2014			2015			2016			2017			2018			Thereafter			Total
Metropolitan Square (51%)	$	897		$	1,257		$	1,332		$	1,410		$	1,493		$	81,909		$	88,298
540 Madison Avenue (60%)		—			—			—			—			72,000			—			72,000
Market Square North (50%)		749			1,043			1,094			1,148			1,205			59,356			64,595
901 New York Avenue (25%)		621			37,590			—			—			—			—			38,211
500 North Capitol Street, N.W. (30%)		—			—			—			—			—			31,500			31,500
Annapolis Junction Building One (50%)		210			279			279			279			19,519			—			20,566	(1)
Annapolis Junction Building Six (50%)		6,991			—			—			—			—			—			6,991	(2)
Annapolis Junction Building Seven (50%)		—			—			6,708			—			—			—			6,708	(3)

	$	9,468		$	40,169		$	9,413		$	2,837		$	94,217		$	172,765		$	328,869

GAAP Weighted Average Rate		2.80	%		5.25	%		3.15	%		5.08	%		1.98	%		5.20	%		4.16	%

% of Total Debt		2.88	%		12.21	%		2.85	%		0.86	%		28.65	%		52.55	%		100.00	%

Balloon Payments	$	6,991		$	37,590		$	6,708		$	—		$	91,519		$	169,918		$	312,726
Scheduled Amortization	$	2,477		$	2,579		$	2,705		$	2,837		$	2,698		$	2,847		$	16,143

Floating and Fixed Rate Debt Analysis


				Stated			GAAP
				Weighted			Weighted			Weighted Average
	% of Total Debt			Average Rate			Average Rate			Maturity
Floating Rate Debt		32.31	%		1.73	%		1.92	%		3.8 years
Fixed Rate Debt		67.69	%		5.17	%		5.23	%		5.7 years

Total Debt		100.00	%		4.06	%		4.16	%		5.1 years

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

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

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

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

Boston Properties, Inc.

First Quarter 2014

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of March 31, 2014


																								Total
	540 Madison			Market Square			Metropolitan			901 New York			Wisconsin			Annapolis			500 North Capitol			Other		Unconsolidated
	Avenue			North			Square			Avenue			Place (1)			Junction (2)			Street, N.W.			Joint Ventures (3)		Joint Ventures
Net Equity (4)	$	69,002		$	(9,758	)	$	6,236		$	(2,509	)	$	46,944		$	17,528		$	(909	)	$	822	$	127,356

Mortgage/Construction loans payable (4)	$	72,000		$	64,595		$	88,298		$	38,211		$	—		$	34,265		$	31,500		$	—	$	328,869

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


*Results of Operations* (unaudited and in thousands) for the three months ended March 31, 2014
																								Total
	540 Madison			Market Square			Metropolitan			901 New York			Wisconsin			Annapolis			500 North Capitol			Other		Unconsolidated
	Avenue			North			Square			Avenue			Place (1)			Junction (2)			Street, N.W.			Joint Ventures		Joint Ventures
REVENUE
Rental	$	5,591		$	5,683		$	8,271		$	9,038		$	1,329		$	4,103		$	3,373		$	—	$	37,388
Straight-line rent		777			26			(129	)		(410	)		—			(6	)		302			—		560
Fair value lease revenue		71			—			—			—			—			—			—			—		71
Termination Income		15			—			—			—			—			—			—			—		15

Total revenue		6,454			5,709			8,142			8,628			1,329			4,097			3,675			—		38,034

EXPENSES
Operating		3,075			2,392			3,283			3,073			749			1,569			1,323			—		15,464

NET OPERATING INCOME		3,379			3,317			4,859			5,555			580			2,528			2,352			—		22,570
Interest		549			1,589			2,516			2,013			—			241			1,104			—		8,012
Depreciation and amortization		1,853			959			1,914			1,417			1,383			727			839			—		9,092

SUBTOTAL		2,402			2,548			4,430			3,430			1,383			968			1,943			—		17,104
Gain on sale of real estate		—			—			—			—			—			—			—			—		—

NET INCOME/(LOSS)	$	977		$	769		$	429		$	2,125		$	(803	)	$	1,560		$	409		$	—	$	5,466


BXP’s share of net income/(loss)	$	586		$	385		$	219		$	784	(5)	$	(267	)	$	780		$	122		$	—		2,609
Basis differential (6)		182			1			39			(16	)		(7	)		(1	)		9			—		207
Gain on investment		—			—			—			—			—			—			—			—		—

Subtotal		768			386			258			768			(274	)		779			131			—		2,816
Gain upon consolidation in income statement		—			—			—			—			—			—			—			—		—

Income/(loss) from unconsolidated joint ventures	$	768		$	386		$	258		$	768		$	(274	)	$	779		$	131		$	—	$	2,816

Gain on investment		—			—			—			—			—			—			—			—		—
BXP’s share of depreciation & amortization		976			483			978			1,058	(5)		468			368			253			—		4,584

BXP’s share of Funds from Operations (FFO)	$	1,744		$	869		$	1,236		$	1,826		$	194		$	1,147		$	384		$	—	$	7,400

BXP’s share of net operating income/(loss)	$	2,040		$	1,659		$	2,478		$	1,389		$	193		$	1,264		$	706		$	—	$	9,729

(1)	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 is consolidated within the accounts of the Company.

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

(3)	Includes Two Grand Central Tower, Value-Added Fund and 125 West 55th Street properties, which were sold on October 25, 2011, April 10, 2013 and May 30, 2013, respectively.

(4)	Represents the Company’s share.

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

(6)	Represents adjustments related to the carrying values and depreciation of certain of the Company’s investment in unconsolidated joint ventures.

Boston Properties, Inc.

First Quarter 2014

CONSOLIDATED JOINT VENTURES

Balance Sheets

(unaudited and in thousands)

as of March 31, 2014


															Total
BXP’s nominal ownership percentage	60.00%			55.00%			95.00%		50.00%			50.00%			Total
	767 Fifth Avenue			Times Square			Salesforce		Fountain			505 9th			Consolidated
	(The GM Building)			Tower			Tower (1)		Square			Street			Joint Ventures
ASSETS
Real estate, net	$	3,607,090		$	475,069		$	277,617	$	379,120		$	110,527		$	4,849,423
Cash and cash held in escrows		93,609			26,488			4,425		24,704			4,131			153,357
Other assets		111,911			64,261			—		8,110			8,987			193,269

Total assets	$	3,812,610		$	565,818		$	282,042	$	411,934		$	123,645		$	5,196,049

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	1,452,722		$	—		$	—	$	225,002		$	120,763		$	1,798,487
Mezzanine notes payable		310,736			—			—		—			—			310,736
Related party notes payable		180,000			—			—		—			—			180,000
Accrued interest on related party notes		77,304			—			—		—			—			77,304
Other liabilities		249,032			6,141			12,807		10,929			5,375			284,284

Total liabilities		2,269,794			6,141			12,807		235,931			126,138			2,650,811

Equity:
BXP		1,080,130	(2)		307,370			256,405		75,676			333			1,719,914
Redeemable interest in property partnership		—			—			—		100,327			—			100,327
Noncontrolling interests		462,686			252,307			12,830		—			(2,826	)		724,997	(3)

Total equity		1,542,816			559,677			269,235		176,003			(2,493	)		2,545,238

Total liabilities and equity	$	3,812,610		$	565,818		$	282,042	$	411,934		$	123,645		$	5,196,049

*Income Statements* (unaudited and in thousands) for the three months ended March 31, 2014

BXP’s nominal ownership percentage	60.00%			55.00%			95.00%		50.00%			50.00%
															Total
	767 Fifth Avenue			Times Square			Salesforce		Fountain			505 9th			Consolidated
	(The GM Building)			Tower			Tower (1)		Square			Street			Joint Ventures
REVENUE
Rental income	$	62,913		$	22,874		$	—	$	8,966		$	5,561		$	100,314
Straight-line rent		4,002			263			—		621			62			4,948
Fair value lease revenue		5,480			—			—		(84	)		—			5,396
Parking and Other		1,218			237			—		43			526			2,024

Total revenue		73,613			23,374			—		9,546			6,149			112,682

EXPENSES
Operating		22,116			4,100			—		3,093			2,187			31,496

NET OPERATING INCOME		51,497			19,274			—		6,453			3,962			81,186
Interest		23,535			—			—		3,053			1,780			28,368
Interest other - partner notes		6,940			—			—		—			—			6,940
Fair value interest expense		(10,724	)		—			—		(1,603	)		—			(12,327	)
Depreciation and amortization		30,995			4,111			—		4,998			877			40,981
Other		—			—			—		—			—			—

SUBTOTAL		50,746			4,111			—		6,448			2,657			63,962

NET INCOME/(LOSS)	$	751		$	15,163		$	—	$	5		$	1,305		$	17,224

Reconciliation of partners’ noncontrolling interest (NCI)
Add back depreciation & amortization - BXP basis difference	$	1		$	2		$	—	$	3		$	31		$	37
Add back partners’ share of partner loan interest		6,940			—			—		—			—			6,940

Partners’ net income/(loss) before interest allocation		7,692			15,165			—		8			1,336			24,201
Partners’ NCI share of net income		3,077			6,824			—		4			668			10,574
Partners’ share of partner loan interest		(6,940	)		—			—		—			—			(6,940	)
Allocation of management and other fees to non-controlling partner		(781	)		(167	)		—		(113	)		(93	)		(1,154	)
Accretion and adjustments		—			—			—		1,874	(3)		—			1,874

Partners’ NCI	$	(4,644	)	$	6,657		$	—	$	1,765		$	575		$	4,354

Reconciliation of partners’ share of FFO
Net income/(loss)	$	751		$	15,163		$	—	$	5		$	1,305		$	17,224
Add back depreciation & amortization		30,995			4,111			—		4,998			877			40,981

Entity FFO		31,746			19,274			—		5,003			2,182			58,205
Partners’ share of entity FFO		12,698			8,673			—		2,502			1,091			24,964
Partners’ share of partner loan interest not in Partner’s share of entity FFO		(4,164	)		—			—		—			—			(4,164	)
Allocation of management and other fees to non-controlling partner		(781	)		(167	)		—		(113	)		(93	)		(1,154	)
Accretion and adjustments		—			—			—		(623	)		—			(623	)

Partners’ share FFO	$	7,753		$	8,506		$	—	$	1,766		$	998		$	19,023

Reconciliation of BXP share of FFO
BXP Share of net income (loss) adjusted for Partners’ NCI		5,395			8,506			—		(1,760	)(4)		730			12,871
Depreciation & amortization - BXP basis difference		1			2			—		3			31			37
Other adjustment (5)		33			4			—		3			—			40
BXP share of depreciation & amortization		18,596			2,260			—		4,995	(4)		423			26,274

BXP share of FFO	$	24,025		$	10,772		$	—	$	3,241		$	1,184		$	39,222

Unearned portion of capitalized fees (5)	$	826		$	121		$	—	$	23		$	—		$	970

(1)	Formerly Transbay Tower.

(2)	BXP equity adjusted for related party notes and accrued interest that are allocated to our partners through NCI.

(3)	Amount excludes preferred shareholders capital of $0.1 million.

(4)	The allocation of net income and FFO to the NCI partner reflects the accretion to their redemption value, which is expected to occur in Q1 2016.

(5)	Capitalized fees are eliminated in consolidation and recognized in FFO over the life of the asset as depreciation and amortization are added back to the Company’s net income.

Boston Properties, Inc.

First Quarter 2014

PORTFOLIO OVERVIEW

Rentable Square Footage and Percentage of Combined Net Operating Income of In-Service Properties by Location and Type of Property for the Quarter Ended March 31, 2014 (1) (2)


							Square Feet			% of NOI
	Square Feet			% of NOI			Office/			Office/			Square Feet			Square Feet			% of NOI			% of NOI			% of NOI
Geographic Area	Office (3)			Office (4)			Technical			Technical (4)			Total (3)			% of Total			Residential (4)			Hotel (4)			Total (4)
Boston		13,247,343			27.1	%		392,530			1.1	%		13,639,873			33.4	%		0.2	%		0.4	%		28.8	%
New York (5)		10,554,691	(6)		39.6	%		—			—			10,554,691	(6)		25.9	%		—			—			39.6	%
San Francisco		4,961,191			9.7	%		768,463			1.4	%		5,729,654			14.1	%		—			—			11.1	%
Washington, DC		10,093,372	(7)		19.5	%		728,551			0.7	%		10,821,923	(7)		26.6	%		0.3	%		—			20.5	%

		38,856,597			95.9	%		1,889,544			3.2	%		40,746,141			100.0	%		0.5	%		0.4	%		100.0	%

% of Total		95.4	%					4.6	%					100.0	%

Percentage of Combined Net Operating Income of In-Service Properties

by Location and Type of Property (2) (4)


Geographic Area	CBD			Suburban			Total
Boston		23.6	%		5.2	%		28.8	%
New York (5)		37.2	%		2.4	%		39.6	%
San Francisco		7.9	%		3.2	%		11.1	%
Washington, DC		8.3	%		12.2	%		20.5	%

Total		77.0	%		23.0	%		100.0	%


*Hotel Properties*
Hotel Properties	Number of		Square
	Rooms		Feet (8)
Cambridge Center Marriott, Cambridge, MA		433		334,260

Total Hotel Properties		433		334,260


*Residential Properties*

Residential Properties	Number of		Square
	Units		Feet
The Avant at Reston Town Center, Reston, VA		359		355,347	(9)
Residences on The Avenue, Washington, DC		335		323,050	(10)
The Lofts at Atlantic Wharf, Boston, MA		86		87,097	(11)

Total Residential Properties		780		765,494


*Structured Parking*

	Number of		Square
	Spaces		Feet
Total Structured Parking		45,971		15,709,369

(1)	For disclosures relating to our definition of In-Service Properties, see page 49.

(2)	Combined Net Operating Income is a non-GAAP financial measure. For a quantitative reconciliation of Combined NOI to net income available to common shareholders, see page 41. For disclosures relating to our use of Combined NOI see page 49.

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

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

(5)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region.

(6)	Includes 1,245,823 square feet at Times Square Tower which is 55% owned by the Company, 1,808,893 square feet at 767 Fifth Avenue (The GM Building) which is 60% owned by the Company and 286,711 square feet at 540 Madison Avenue which is 60% owned by the Company.

(7)

Includes 589,288 square feet at Metropolitan Square which is 51% owned by the Company, 407,607 square feet at Market Square North which is 50% owned by the Company, 539,679 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 756,035 square feet at Fountain Square which is 50% owned by the Company.

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

(9)	Includes 26,179 square feet of retail space which is 0% occupied but is 100% leased.

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

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

Boston Properties, Inc.

First Quarter 2014

In-Service Property Listing

as of March 31, 2014


								Annualized		Encumbered	Central
								Revenue		with secured	Business
		Number of						Per		debt	District (CBD) or
	Sub Market	Buildings	Square Feet		Leased %			Leased SF (1)		(Y/N)	Suburban (S)
Boston
Office
John Hancock Tower	CBD Boston MA	1		1,722,164		96.1	%	$	53.23	Y	CBD
100 Federal Street	CBD Boston MA	1		1,265,411		90.9	%		49.07	N	CBD
800 Boylston Street - The Prudential Center	CBD Boston MA	1		1,228,651		98.7	%		52.35	N	CBD
111 Huntington Avenue - The Prudential Center	CBD Boston MA	1		858,326		98.2	%		59.66	N	CBD
Atlantic Wharf Office	CBD Boston MA	1		793,827		100.0	%		61.20	N	CBD
101 Huntington Avenue - The Prudential Center	CBD Boston MA	1		505,389		64.7	%		39.26	N	CBD
The Shops at the Prudential Center	CBD Boston MA	1		501,315		98.8	%		78.44	N	CBD
Shaws Supermarket at the Prudential Center	CBD Boston MA	1		57,235		100.0	%		51.38	N	CBD
One Cambridge Center	East Cambridge MA	1		215,629		100.0	%		51.54	N	CBD
Three Cambridge Center	East Cambridge MA	1		115,061		100.0	%		41.95	N	CBD
Four Cambridge Center	East Cambridge MA	1		216,156		100.0	%		45.04	N	CBD
Five Cambridge Center	East Cambridge MA	1		264,708		99.0	%		55.00	N	CBD
Eight Cambridge Center	East Cambridge MA	1		177,226		100.0	%		42.04	N	CBD
Ten Cambridge Center	East Cambridge MA	1		152,664		100.0	%		44.86	N	CBD
Eleven Cambridge Center	East Cambridge MA	1		79,616		100.0	%		55.52	N	CBD
(2) Seventeen Cambridge Center	East Cambridge MA	1		195,191		100.0	%		52.66	N	CBD
University Place	Mid-Cambridge MA	1		195,282		100.0	%		41.36	Y	CBD
Bay Colony Corporate Center	Route 128 Mass Turnpike MA	4		992,877		76.4	%		33.41	N	S
Reservoir Place	Route 128 Mass Turnpike MA	1		527,860		85.6	%		34.88	N	S
Reservoir Place North	Route 128 Mass Turnpike MA	1		73,258		100.0	%		30.58	N	S
140 Kendrick Street	Route 128 Mass Turnpike MA	3		380,987		99.5	%		36.19	N	S
230 CityPoint	Route 128 Mass Turnpike MA	1		301,373		84.1	%		32.35	N	S
77 CityPoint	Route 128 Mass Turnpike MA	1		209,707		82.8	%		46.40	N	S
195 West Street	Route 128 Mass Turnpike MA	1		63,500		100.0	%		38.51	N	S
200 West Street	Route 128 Mass Turnpike MA	1		256,245		91.0	%		31.48	N	S
Weston Corporate Center	Route 128 Mass Turnpike MA	1		356,995		100.0	%		48.12	N	S
Waltham Weston Corporate Center	Route 128 Mass Turnpike MA	1		306,687		86.0	%		32.13	N	S
32 Hartwell Avenue	Route 128 Northwest MA	1		69,154		100.0	%		23.87	N	S
91 Hartwell Avenue	Route 128 Northwest MA	1		120,458		63.0	%		24.69	N	S
92 Hayden Avenue	Route 128 Northwest MA	1		31,100		100.0	%		39.21	N	S
100 Hayden Avenue	Route 128 Northwest MA	1		55,924		100.0	%		39.32	N	S
33 Hayden Avenue	Route 128 Northwest MA	1		80,872		63.8	%		41.05	N	S
Lexington Office Park	Route 128 Northwest MA	2		166,759		95.4	%		26.62	N	S
191 Spring Street	Route 128 Northwest MA	1		158,900		100.0	%		31.24	N	S
181 Spring Street	Route 128 Northwest MA	1		55,793		100.0	%		30.21	N	S
201 Spring Street	Route 128 Northwest MA	1		106,300		100.0	%		35.37	N	S
40 Shattuck Road	Route 128 Northwest MA	1		121,216		87.7	%		19.64	N	S
Quorum Office Park	Route 128 Northwest MA	2		267,527		90.0	%		16.50	N	S

		45		13,247,343		92.6	%	$	47.05

Office/Technical
Seven Cambridge Center	East Cambridge MA	1		231,028		100.0	%	$	88.73	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	%	$	74.27

	Total Boston:	49		13,639,873		92.1	%	$	47.70

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Not included in Same Property analysis.

Boston Properties, Inc.

First Quarter 2014

In-Service Property Listing (continued)

as of March 31, 2014


											Central
								Annualized		Encumbered	Business
		Number of						Revenue Per		with secured	District (CBD) or
	Sub Market	Buildings	Square Feet		Leased %			Leased SF (1)		debt (Y/N)	Suburban (S)
New York (2)
Office
599 Lexington Avenue	Park Avenue NY	1		1,045,128		98.7	%	$	89.85	Y	CBD
601 Lexington Avenue	Park Avenue NY	1		1,631,300		99.8	%		88.32	Y	CBD
399 Park Avenue	Park Avenue NY	1		1,710,383		99.0	%		86.54	N	CBD
Times Square Tower (55% ownership)	Times Square NY	1		1,245,823		99.7	%		70.94	N	CBD
(3) 767 Fifth Avenue (The GM Building) (60% ownership)	Plaza District NY	1		1,808,893		98.7	%		140.12	Y	CBD
510 Madison Avenue	Fifth/Madison Avenue NY	1		355,598		74.1	%		108.73	N	CBD
540 Madison Avenue (60% ownership)	Fifth/Madison Avenue NY	1		286,711		82.3	%		105.30	Y	CBD

		7		8,083,836		97.5	%	$	98.33

101 Carnegie Center	Princeton NJ	1		125,269		84.0	%	$	30.34	N	S
104 Carnegie Center	Princeton NJ	1		102,830		86.0	%		32.76	N	S
105 Carnegie Center	Princeton NJ	1		69,955		62.7	%		30.48	N	S
201 Carnegie Center	Princeton NJ	—		6,500		100.0	%		31.23	N	S
202 Carnegie Center	Princeton NJ	1		130,582		91.7	%		35.27	N	S
206 Carnegie Center	Princeton NJ	1		161,763		100.0	%		29.22	N	S
210 Carnegie Center	Princeton NJ	1		162,372		79.3	%		35.31	N	S
211 Carnegie Center	Princeton NJ	1		47,025		100.0	%		33.29	N	S
212 Carnegie Center	Princeton NJ	1		152,576		79.5	%		29.39	N	S
214 Carnegie Center	Princeton NJ	1		150,774		72.7	%		32.33	N	S
302 Carnegie Center	Princeton NJ	1		64,926		100.0	%		34.58	N	S
502 Carnegie Center	Princeton NJ	1		122,460		95.5	%		35.39	N	S
504 Carnegie Center	Princeton NJ	1		121,990		100.0	%		32.46	N	S
506 Carnegie Center	Princeton NJ	1		149,110		100.0	%		32.80	N	S
508 Carnegie Center	Princeton NJ	1		133,915		69.4	%		32.83	N	S
510 Carnegie Center	Princeton NJ	1		234,160		100.0	%		30.51	N	S
701 Carnegie Center	Princeton NJ	1		120,000		100.0	%		36.57	N	S

		16		2,056,207		89.1	%	$	32.53

One Tower Center	East Brunswick NJ	1		414,648		33.6	%	$	30.51	N	S

		1		414,648		33.6	%	$	30.51

	Total New York:	24		10,554,691		93.3	%	$	85.13

San Francisco
Office
Embarcadero Center One	CBD San Francisco CA	1		833,438		95.8	%	$	48.66	N	CBD
Embarcadero Center Two	CBD San Francisco CA	1		779,768		97.6	%		52.25	N	CBD
Embarcadero Center Three	CBD San Francisco CA	1		775,086		94.7	%		45.73	N	CBD
Embarcadero Center Four	CBD San Francisco CA	1		934,377		90.0	%		56.14	Y	CBD

		4		3,322,669		94.4	%	$	50.81

611 Gateway	South San Francisco CA	1		257,664		81.0	%	$	36.04	N	S
601 and 651 Gateway	South San Francisco CA	2		506,280		95.2	%		36.58	N	S
(4) North First Business Park	San Jose CA	5		190,636		100.0	%		14.85	N	S
3100-3130 Zanker Road (formerly 3200 Zanker Road)	San Jose CA	4		543,900		19.5	%		20.40	N	S
2440 West El Camino Real	Mountain View CA	1		140,042		100.0	%		50.61	N	S

		13		1,638,522		68.8	%	$	33.01

Office/Technical
(3) Mountain View Research Park	Mountain View CA	16		603,564		83.5	%	$	34.62	N	S
(3) Mountain View Technology Park	Mountain View CA	7		135,279		100.0	%		29.37	N	S
453 Ravendale Drive	Mountain View CA	1		29,620		100.0	%		20.72	N	S

		24		768,463		87.1	%	$	33.01

	Total San Francisco:	41		5,729,654		86.1	%	$	44.30

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region.

(3)	Not included in Same Property analysis.

(4)	Property held for redevelopment.

Boston Properties, Inc.

First Quarter 2014

In-Service Property Listing (continued)

as of March 31, 2014


	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		631,165		91.7	%	$	54.58	N	CBD
500 E Street, S. W.	Southwest Washington DC		1		251,994		100.0	%		45.41	N	CBD
Metropolitan Square (51% ownership)	East End Washington DC		1		589,288		90.4	%		56.79	Y	CBD
Market Square North (50% ownership)	East End Washington DC		1		407,607		88.8	%		60.68	Y	CBD
505 9th Street, N.W. (50% ownership)	East End Washington DC		1		321,943		100.0	%		69.83	Y	CBD
901 New York Avenue (25% ownership)	East End Washington DC		1		539,679		100.0	%		63.85	Y	CBD
2200 Pennsylvania Avenue	CBD Washington DC		1		458,831		98.1	%		81.32	N	CBD
1333 New Hampshire Avenue	CBD Washington DC		1		315,371		94.0	%		52.21	N	CBD
1330 Connecticut Avenue	CBD Washington DC		1		252,136		100.0	%		58.34	N	CBD
(2) 500 North Capitol (30% ownership)	CBD Washington DC		1		231,411		86.7	%		63.91	Y	CBD
Sumner Square	CBD Washington DC		1		208,892		95.6	%		48.56	N	CBD
Annapolis Junction (50% ownership)	Anne Arundel County MD		1		117,599		77.1	%		143.77	Y	S
(2) Annapolis Junction Building Six (50% ownership)	Anne Arundel County MD		1		119,339		48.9	%		27.69	Y	S
2600 Tower Oaks Boulevard	Montgomery County MD		1		179,369		76.5	%		35.85	N	S
Wisconsin Place Office	Montgomery County MD		1		299,186		100.0	%		50.78	N	S
Fountain Square (50% ownership)	Fairfax County VA		2		521,696		98.3	%		43.34	Y	S
Fountain Square Retail (50% ownership)	Fairfax County VA		1		234,339		100.0	%		52.91	Y	S
Democracy Tower	Fairfax County VA		1		259,441		100.0	%		55.22	N	S
Kingstowne One	Fairfax County VA		1		151,483		88.6	%		39.80	N	S
Kingstowne Two	Fairfax County VA		1		156,251		70.1	%		42.41	Y	S
Kingstowne Retail	Fairfax County VA		1		88,288		100.0	%		33.63	Y	S
One Freedom Square	Fairfax County VA		1		432,581		100.0	%		44.55	N	S
Two Freedom Square	Fairfax County VA		1		421,142		99.6	%		40.83	N	S
One Reston Overlook	Fairfax County VA		1		319,519		100.0	%		35.56	N	S
Two Reston Overlook	Fairfax County VA		1		134,615		100.0	%		34.98	N	S
One and Two Discovery Square	Fairfax County VA		2		366,990		93.8	%		41.22	N	S
New Dominion Technology Park - Building One	Fairfax County VA		1		235,201		100.0	%		33.58	Y	S
New Dominion Technology Park - Building Two	Fairfax County VA		1		257,400		100.0	%		39.23	Y	S
Reston Corporate Center	Fairfax County VA		2		261,046		100.0	%		38.48	N	S
South of Market	Fairfax County VA		3		623,665		100.0	%		51.33	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

			38		10,093,372		95.5	%	$	50.63

Office/Technical
7435 Boston Boulevard	Fairfax County VA		1		103,557		92.8	%	$	22.29	N	S
7451 Boston Boulevard	Fairfax County VA		1		45,615		67.4	%		21.37	N	S
7450 Boston Boulevard	Fairfax County VA		1		62,402		100.0	%		20.86	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	%		21.45	N	S
7500 Boston Boulevard	Fairfax County VA		1		79,971		100.0	%		16.08	N	S
7501 Boston Boulevard	Fairfax County VA		1		75,756		100.0	%		25.64	N	S
7601 Boston Boulevard	Fairfax County VA		1		103,750		100.0	%		14.46	N	S
7375 Boston Boulevard	Fairfax County VA		1		26,865		100.0	%		23.49	N	S
8000 Corporate Court	Fairfax County VA		1		52,539		0.0	%		—	N	S
7300 Boston Boulevard	Fairfax County VA		1		32,000		100.0	%		20.00	N	S

			11		728,551		89.7	%	$	19.88


	Total Washington, DC:		49		10,821,923		95.2	%	$	48.67


	Total In-Service Properties:		163		40,746,141		92.4	%	$	57.32

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Not included in Same Property analysis.

Boston Properties, Inc.

First Quarter 2014

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION

TOP 20 TENANTS BY SQUARE FEET LEASED


Tenant		Sq. Ft.			% of Portfolio
1	US Government		2,427,082	(1)		5.96	%
2	Citibank		1,018,432	(2)		2.50	%
3	Bank of America		810,764	(3)		1.99	%
4	Biogen		772,212			1.90	%
5	Wellington Management		707,568			1.74	%
6	Kirkland & Ellis		639,683	(4)		1.57	%
7	Genentech		568,097			1.39	%
8	Ropes & Gray		528,931			1.30	%
9	O’Melveny & Myers		504,902			1.24	%
10	Weil Gotshal Manges		492,015	(5)		1.21	%
11	Shearman & Sterling		472,808			1.16	%
12	State Street Bank and Trust		408,552			1.00	%
13	Finnegan Henderson Farabow		362,405	(6)		0.89	%
14	Microsoft		359,859			0.88	%
15	Ann Inc. (fka Ann Taylor Corp.)		351,026			0.86	%
16	PTC		320,655			0.79	%
17	Google		311,611			0.76	%
18	Mass Financial Services		301,668			0.74	%
19	Bingham McCutchen		301,385			0.74	%
20	Aramis (Estee Lauder)		295,610	(7)		0.73	%

	Total % of Portfolio Square Feet					29.34	%
	Total % of Portfolio Revenue					32.21	%

Notable Signed Deals (8)


Tenant	Property	Sq. Ft.
salesforce.com, inc.	Salesforce Tower	714,000
Arnold & Porter	601 Massachusetts Avenue	376,000
Blue Cross and Blue Shield of Massachusetts	101 Huntington Avenue	308,000
Kaye Scholer	250 West 55th Street	260,000
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 & 104,874 square feet of space in properties in which Boston Properties has a 51% & 50% interest, respectively.

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

(3)	Includes 50,887 square feet of space in a property in which Boston Properties has a 60% interest.

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

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

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

(7)	Includes 295,610 square feet of space in a property in which Boston Properties has a 60% interest.

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

TENANT DIVERSIFICATION (GROSS RENT)

LOGO

Boston Properties, Inc.

First Quarter 2014

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

2014		1,291,657	$	59,824,022	$	46.32	$	60,078,536	$	46.51		3.51	%
2015		2,384,461		122,924,095		51.55		122,645,500		51.44		6.48	%
2016		2,727,333		130,170,225		47.73		133,490,079		48.95		7.42	%
2017		3,944,767		259,835,155		65.87		266,305,316		67.51		10.73	%
2018		1,886,648		105,995,884		56.18		109,723,515		58.16		5.13	%
2019		3,785,968		214,684,442		56.71		227,105,497		59.99		10.29	%
2020		3,582,879		217,020,313		60.57		234,867,526		65.55		9.74	%
2021		2,203,863		119,663,078		54.30		135,280,062		61.38		5.99	%
2022		3,824,217		206,409,839		53.97		230,737,293		60.34		10.40	%
2023		847,448		44,234,949		52.20		52,343,815		61.77		2.30	%
Thereafter		7,309,286		425,729,903		58.25		518,008,759		70.87		19.87	%

Occupancy By Location (4)


	CBD						Suburban						Total
Location	31-Mar-14			31-Mar-13			31-Mar-14			31-Mar-13			31-Mar-14			31-Mar-13

Boston		95.3	%		97.5	%		87.6	%		79.9	%		92.6	%		91.0	%
New York (5)		97.5	%		94.5	%		79.8	%		78.3	%		93.3	%		90.9	%
San Francisco		94.4	%		94.0	%		68.8	%		78.7	%		85.9	%		89.1	%
Washington, DC		94.7	%		95.0	%		96.1	%		94.6	%		95.5	%		94.8	%

Total Portfolio		95.8	%		95.5	%		87.6	%		85.5	%		92.7	%		91.8	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of 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.

(5)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region. Prior period occupancy have been updated to conform to current period presentation.

Boston Properties, Inc.

First Quarter 2014

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

2014		284,619	$	5,507,047	$	19.35	$	5,499,720	$	19.32		15.06	%
2015		239,286		6,550,578		27.38		6,640,298		27.75		12.66	%
2016		393,591		24,917,601		63.31		25,382,945		64.49		20.83	%
2017		180,830		6,257,392		34.60		6,665,690		36.86		9.57	%
2018		—		—		—		—		—		0.00	%
2019		293,509		9,353,944		31.87		10,986,169		37.43		15.53	%
2020		79,971		1,285,735		16.08		1,285,735		16.08		4.23	%
2021		57,321		1,003,977		17.51		1,003,977		17.51		3.03	%
2022		—		—		—		—		—		0.00	%
2023		—		—		—		—		—		0.00	%
Thereafter		67,362		1,663,167		24.69		3,374,162		50.09		3.56	%

Occupancy By Location


	CBD						Suburban						Total
Location	31-Mar-14			31-Mar-13			31-Mar-14			31-Mar-13			31-Mar-14			31-Mar-13

Boston		100.0	%		100.0	%		0.0	%		0.0	%		76.0	%		76.0	%
New York		n/a			n/a			n/a			n/a			n/a			n/a
San Francisco		n/a			n/a			87.1	%		100.0	%		87.1	%		100.0	%
Washington, DC		n/a			n/a			89.7	%		97.8	%		89.7	%		97.8	%

Total Portfolio		100.0	%		100.0	%		83.1	%		87.4	%		85.8	%		90.6	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of 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.

First Quarter 2014

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

2014		44,248	$	5,346,504	$	120.83	$	5,522,809	$	124.81		2.13	%
2015		129,038		14,711,717		114.01		14,741,578		114.24		6.21	%
2016		236,681		21,410,578		90.46		22,048,882		93.16		11.40	%
2017		213,250		27,386,501		128.42		27,741,695		130.09		10.27	%
2018		244,569		20,207,192		82.62		21,849,445		89.34		11.78	%
2019		71,331		5,312,662		74.48		5,666,701		79.44		3.43	%
2020		141,843		6,629,716		46.74		9,071,557		63.95		6.83	%
2021		122,800		7,801,503		63.53		8,804,572		71.70		5.91	%
2022		236,803		17,744,507		74.93		20,273,590		85.61		11.40	%
2023		193,251		17,161,023		88.80		19,723,434		102.06		9.31	%
Thereafter		442,986		24,142,040		54.50		30,646,182		69.18		21.33	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of 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.

First Quarter 2014

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

2014		1,620,524	$	70,677,572	$	43.61	$	71,101,065	$	43.88		3.98	%
2015		2,752,785		144,186,390		52.38		144,027,376		52.32		6.76	%
2016		3,357,605		176,498,404		52.57		180,921,906		53.88		8.24	%
2017		4,338,847		293,479,048		67.64		300,712,701		69.31		10.65	%
2018		2,131,217		126,203,075		59.22		131,572,960		61.74		5.23	%
2019		4,150,808		229,351,048		55.25		243,758,368		58.73		10.19	%
2020		3,804,693		224,935,764		59.12		245,224,817		64.45		9.34	%
2021		2,383,984		128,468,558		53.89		145,088,611		60.86		5.85	%
2022		4,061,020		224,154,346		55.20		251,010,884		61.81		9.97	%
2023		1,040,699		61,395,972		58.99		72,067,249		69.25		2.55	%
Thereafter		7,819,634		451,535,110		57.74		552,029,103		70.60		19.19	%

Occupancy By Location (4)


	CBD						Suburban						Total
Location	31-Mar-14			31-Mar-13			31-Mar-14			31-Mar-13			31-Mar-14			31-Mar-13

Boston		95.5	%		97.6	%		85.8	%		78.4	%		92.1	%		90.6	%
New York (5)		97.5	%		94.5	%		79.8	%		78.3	%		93.3	%		90.9	%
San Francisco		94.4	%		94.0	%		74.6	%		79.1	%		86.1	%		89.1	%
Washington, DC		94.7	%		95.0	%		95.4	%		95.0	%		95.2	%		95.0	%

Total Portfolio		95.9	%		95.6	%		87.2	%		85.6	%		92.4	%		91.7	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of 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, excluding our residential and hotel properties.

(5)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region. Prior period occupancy have been updated to conform to current period presentation.

Boston Properties, Inc.

First Quarter 2014

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

2014		630,438	$	23,992,848	$	38.06	$	24,016,626	$	38.10		—	$	—	$	—	$	—	$	—
2015		1,050,157		44,065,496		41.96		43,391,743		41.32		—		—		—		—		—
2016		689,599		25,413,896		36.85		25,932,186		37.60		225,532		20,092,752		89.09		20,092,752		89.09
2017		830,544		36,840,918		44.36		38,798,705		46.71		—		—		—		—		—
2018		488,441		18,378,964		37.63		19,364,853		39.65		—		—		—		—		—
2019		1,261,602		57,011,962		45.19		60,315,251		47.81		—		—		—		—		—
2020		372,189		17,179,272		46.16		18,585,084		49.93		—		—		—		—		—
2021		671,752		24,177,623		35.99		25,480,105		37.93		—		—		—		—		—
2022		1,646,144		78,585,290		47.74		86,154,982		52.34		—		—		—		—		—
2023		281,154		16,076,023		57.18		17,850,041		63.49		—		—		—		—		—
Thereafter		3,395,746		175,555,546		51.70		215,679,495		63.51		67,362		1,663,167		24.69		3,374,162		50.09

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

2014		10,960	$	3,081,330	$	281.14	$	3,257,730	$	297.24		641,398	$	27,074,179	$	42.21	$	27,274,356	$	42.52
2015		48,611		7,433,943		152.93		7,415,943		152.56		1,098,768		51,499,439		46.87		50,807,686		46.24
2016		19,300		2,710,094		140.42		2,726,283		141.26		934,431		48,216,742		51.60		48,751,220		52.17	(4)
2017		47,147		3,417,860		72.49		3,440,655		72.98		877,691		40,258,779		45.87		42,239,360		48.13
2018		137,622		6,092,603		44.27		6,195,158		45.02		626,063		24,471,568		39.09		25,560,012		40.83
2019		17,092		2,491,617		145.78		2,676,718		156.61		1,278,694		59,503,578		46.53		62,991,969		49.26
2020		92,818		3,900,629		42.02		6,075,116		65.45		465,007		21,079,901		45.33		24,660,200		53.03
2021		38,642		2,454,175		63.51		2,678,209		69.31		710,394		26,631,797		37.49		28,158,314		39.64
2022		126,196		5,722,013		45.34		6,356,702		50.37		1,772,340		84,307,303		47.57		92,511,683		52.20
2023		76,325		6,912,523		90.57		7,623,983		99.89		357,479		22,988,546		64.31		25,474,024		71.26
Thereafter		187,984		7,385,621		39.29		8,120,889		43.20		3,651,092		184,604,334		50.56		227,174,547		62.22

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of 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 $39.41 per square foot and $40.17 per square foot, respectively, in 2016.

Boston Properties, Inc.

First Quarter 2014

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 2014		29,354	$	1,421,795	$	48.44	$	1,421,795	$	48.44	(4)		—	$	—	$	—	$	—	$	—
Q2 2014		164,258		5,726,044		34.86		5,725,727		34.86			—		—		—		—		—
Q3 2014		80,672		2,901,085		35.96		2,925,179		36.26			—		—		—		—		—
Q4 2014		356,154		13,943,924		39.15		13,943,924		39.15			—		—		—		—		—

Total 2014		630,438	$	23,992,848	$	38.06	$	24,016,626	$	38.10			—	$	—	$	—	$	—	$	—

Q1 2015		264,900	$	12,851,346	$	48.51	$	12,813,196	$	48.37			—	$	—	$	—	$	—	$	—
Q2 2015		216,904		8,011,386		36.94		8,340,982		38.45			—		—		—		—		—
Q3 2015		305,282		15,305,573		50.14		14,127,294		46.28			—		—		—		—		—
Q4 2015		263,071		7,897,192		30.02		8,110,272		30.83			—		—		—		—		—

Total 2015		1,050,157	$	44,065,496	$	41.96	$	43,391,743	$	41.32			—	$	—	$	—	$	—	$	—


	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 2014		2	$	104,000	$	51,999.96	$	104,000	$	51,999.96	(4)		29,356	$	1,525,795	$	51.98	$	1,525,795	$	51.98	(4)
Q2 2014		929		568,237		611.67		574,237		618.12			165,187		6,294,281		38.10		6,299,964		38.14
Q3 2014		2,048		1,233,718		602.40		1,330,918		649.86			82,720		4,134,804		49.99		4,256,098		51.45
Q4 2014		7,981		1,175,375		147.27		1,248,575		156.44			364,135		15,119,300		41.52		15,192,500		41.72

Total 2014		10,960	$	3,081,330	$	281.14	$	3,257,730	$	297.24			641,398	$	27,074,179	$	42.21	$	27,274,356	$	42.52

Q1 2015		45,575	$	6,553,164	$	143.79	$	6,535,164	$	143.39			310,475	$	19,404,510	$	62.50	$	19,348,360	$	62.32
Q2 2015		2,005		771,070		384.57		771,070		384.57			218,909		8,782,456		40.12		9,112,052		41.62
Q3 2015		25		57,160		2,286.40		57,160		2,286.40			305,307		15,362,733		50.32		14,184,454		46.46
Q4 2015		1,006		52,549		52.24		52,549		52.24			264,077		7,949,741		30.10		8,162,821		30.91

Total 2015		48,611	$	7,433,943	$	152.93	$	7,415,943	$	152.56			1,098,768	$	51,499,439	$	46.87	$	50,807,686	$	46.24

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of 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 March 31, 2014.

Boston Properties, Inc.

First Quarter 2014

IN-SERVICE NEW YORK REGION PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot

2014		270,651	$	14,128,725	$	52.20	$	14,128,726	$	52.20		—	$	—	$	—	$	—	$	—
2015		392,056		27,269,394		69.55		27,389,476		69.86		—		—		—		—		—
2016		562,802		41,738,195		74.16		43,167,916		76.70		—		—		—		—		—
2017		1,588,145		146,266,804		92.10		147,583,853		92.93		—		—		—		—		—
2018		534,417		45,865,493		85.82		45,604,902		85.34		—		—		—		—		—
2019		1,255,721		98,202,930		78.20		101,586,199		80.90		—		—		—		—		—
2020		1,601,362		119,566,612		74.67		127,952,118		79.90		—		—		—		—		—
2021		309,051		31,780,967		102.83		35,398,909		114.54		—		—		—		—		—
2022		879,889		67,305,076		76.49		73,027,163		83.00		—		—		—		—		—
2023		81,115		6,934,944		85.50		7,594,457		93.63		—		—		—		—		—
Thereafter		2,050,752		155,929,169		76.04		190,234,101		92.76		—		—		—		—		—

	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

2014		6,185	$	723,739	$	117.02	$	720,739	$	116.53		276,836	$	14,852,464	$	53.65	$	14,849,465	$	53.64
2015		3,000		2,368,386		789.46		2,368,386		789.46		395,056		29,637,780		75.02		29,757,862		75.33
2016		111,262		12,788,572		114.94		13,327,663		119.79		674,064		54,526,767		80.89		56,495,579		83.81
2017		78,027		18,220,695		233.52		18,232,903		233.67		1,666,172		164,487,499		98.72		165,816,755		99.52
2018		6,514		7,900,000		1,212.77		9,158,265		1,405.94		540,931		53,765,493		99.39		54,763,167		101.24
2019		877		69,575		79.33		77,929		88.86		1,256,598		98,272,505		78.21		101,664,128		80.90
2020		4,195		260,818		62.17		267,179		63.69		1,605,557		119,827,429		74.63		128,219,297		79.86
2021		2,056		233,179		113.41		279,925		136.15		311,107		32,014,146		102.90		35,678,834		114.68
2022		59,437		9,498,289		159.80		11,066,836		186.19		939,326		76,803,365		81.76		84,093,999		89.53
2023		33,292		6,385,914		191.82		7,749,177		232.76		114,407		13,320,858		116.43		15,343,633		134.11
Thereafter		38,267		9,663,696		252.53		13,510,255		353.05		2,089,019		165,592,865		79.27		203,744,356		97.53

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of joint venture properties.

(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)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region.

Boston Properties, Inc.

First Quarter 2014

IN-SERVICE NEW YORK REGION PROPERTIES

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


	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 2014		5,770	$	519,300	$	90.00	$	519,300	$	90.00	(5)		—	$	—	$	—	$	—	$	—
Q2 2014		107,292		4,744,957		44.22		4,744,957		44.22			—		—		—		—		—
Q3 2014		85,625		6,384,994		74.57		6,384,994		74.57			—		—		—		—		—
Q4 2014		71,964		2,479,475		34.45		2,479,475		34.45			—		—		—		—		—

Total 2014		270,651	$	14,128,725	$	52.20	$	14,128,726	$	52.20			—	$	—	$	—	$	—	$	—

Q1 2015		83,085	$	4,224,322	$	50.84	$	4,222,574	$	50.82			—	$	—	$	—	$	—	$	—
Q2 2015		124,128		6,340,917		51.08		6,457,737		52.02			—		—		—		—		—
Q3 2015		71,798		6,756,020		94.10		6,758,369		94.13			—		—		—		—		—
Q4 2015		113,045		9,948,136		88.00		9,950,795		88.03			—		—		—		—		—

Total 2015		392,056	$	27,269,394	$	69.55	$	27,389,476	$	69.86			—	$	—	$	—	$	—	$	—


	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 2014		—	$	—	$	—	$	—	$	—			5,770	$	519,300	$	90.00	$	519,300	$	90.00	(5)
Q2 2014		—		—		—		—		—			107,292		4,744,957		44.22		4,744,957		44.22
Q3 2014		—		—		—		—		—			85,625		6,384,994		74.57		6,384,994		74.57
Q4 2014		6,185		723,739		117.02		720,739		116.53			78,149		3,203,214		40.99		3,200,214		40.95

Total 2014		6,185	$	723,739	$	117.02	$	720,739	$	116.53			276,836	$	14,852,464	$	53.65	$	14,849,465	$	53.64

Q1 2015		—	$	—	$	—	$	—	$	—			83,085	$	4,224,322	$	50.84	$	4,222,574	$	50.82
Q2 2015		3,000		2,368,386		789.46		2,368,386		789.46			127,128		8,709,303		68.51		8,826,123		69.43
Q3 2015		—		—		—		—		—			71,798		6,756,020		94.10		6,758,369		94.13
Q4 2015		—		—		—		—		—			113,045		9,948,136		88.00		9,950,795		88.03

Total 2015		3,000	$	2,368,386	$	789.46	$	2,368,386	$	789.46			395,056	$	29,637,780	$	75.02	$	29,757,862	$	75.33

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of joint venture properties.

(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)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region.

(5)	Represents leases that were occupied as of and expired on March 31, 2014.

Boston Properties, Inc.

First Quarter 2014

IN-SERVICE SAN FRANCISCO REGION PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot

2014		132,185	$	5,710,941	$	43.20	$	5,788,154	$	43.79		29,070	$	823,122	$	28.32	$	823,122	$	28.32
2015		319,433		14,061,078		44.02		14,049,470		43.98		73,062		2,442,292		33.43		2,512,264		34.39
2016		1,094,477		46,169,397		42.18		46,703,970		42.67		134,659		4,065,964		30.19		4,494,083		33.37
2017		507,839		21,205,375		41.76		22,846,140		44.99		167,422		5,979,259		35.71		6,373,914		38.07
2018		148,142		8,425,040		56.87		9,028,516		60.95		—		—		—		—		—
2019		375,774		15,902,428		42.32		18,289,583		48.67		261,509		8,713,944		33.32		10,265,849		39.26
2020		500,268		29,032,671		58.03		31,388,219		62.74		—		—		—		—		—
2021		176,517		8,264,153		46.82		9,527,122		53.97		—		—		—		—		—
2022		452,576		18,312,374		40.46		21,394,298		47.27		—		—		—		—		—
2023		111,517		5,293,088		47.46		6,733,431		60.38		—		—		—		—		—
Thereafter		170,730		8,919,075		52.24		10,152,344		59.46		—		—		—		—		—

	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

2014		7,381	$	395,193	$	53.54	$	395,193	$	53.54		168,636	$	6,929,256	$	41.09	$	7,006,469	$	41.55
2015		18,371		1,278,346		69.58		1,289,102		70.17		410,866		17,781,716		43.28		17,850,837		43.45
2016		39,764		2,029,023		51.03		2,051,148		51.58		1,268,900		52,264,384		41.19		53,249,201		41.96
2017		16,079		1,097,928		68.28		1,115,094		69.35		691,340		28,282,562		40.91		30,335,148		43.88
2018		34,410		2,055,476		59.73		2,091,957		60.80		182,552		10,480,516		57.41		11,120,473		60.92
2019		10,305		559,557		54.30		591,789		57.43		647,588		25,175,930		38.88		29,147,222		45.01
2020		22,265		1,188,597		53.38		1,310,617		58.86		522,533		30,221,268		57.84		32,698,836		62.58
2021		15,458		921,937		59.64		1,000,681		64.74		191,975		9,186,091		47.85		10,527,804		54.84
2022		27,445		1,050,440		38.27		1,137,744		41.46		480,021		19,362,813		40.34		22,532,042		46.94
2023		27,788		1,483,522		53.39		1,600,164		57.58		139,305		6,776,609		48.65		8,333,595		59.82
Thereafter		17,888		524,892		29.34		681,010		38.07		188,618		9,443,967		50.07		10,833,354		57.44

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of joint venture properties.

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

Boston Properties, Inc.

First Quarter 2014

IN-SERVICE SAN FRANCISCO REGION PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot

Q1 2014		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2014		21,337		1,196,576		56.08		1,273,789		59.70		—		—		—		—		—
Q3 2014		19,226		1,061,990		55.24		1,061,990		55.24		29,070		823,122		28.32		823,122		28.32
Q4 2014		91,622		3,452,375		37.68		3,452,375		37.68		—		—		—		—		—

Total 2014		132,185	$	5,710,941	$	43.20	$	5,788,154	$	43.79		29,070	$	823,122	$	28.32	$	823,122	$	28.32

Q1 2015		47,733	$	1,880,810	$	39.40	$	1,888,970	$	39.57		17,720	$	504,504	$	28.47	$	510,567	$	28.81
Q2 2015		112,666		4,418,187		39.21		4,344,119		38.56		8,152		227,947		27.96		238,708		29.28
Q3 2015		111,325		5,887,343		52.88		5,890,381		52.91		26,914		1,031,751		38.34		1,054,132		39.17
Q4 2015		47,709		1,874,738		39.30		1,926,001		40.37		20,276		678,090		33.44		708,857		34.96

Total 2015		319,433	$	14,061,078	$	44.02	$	14,049,470	$	43.98		73,062	$	2,442,292	$	33.43	$	2,512,264	$	34.39


	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 2014		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2014		732		55,877		76.33		55,877		76.33		22,069		1,252,453		56.75		1,329,665		60.25
Q3 2014		4,049		214,671		53.02		214,671		53.02		52,345		2,099,783		40.11		2,099,783		40.11
Q4 2014		2,600		124,646		47.94		124,646		47.94		94,222		3,577,021		37.96		3,577,021		37.96

Total 2014		7,381	$	395,193	$	53.54	$	395,193	$	53.54		168,636	$	6,929,256	$	41.09	$	7,006,469	$	41.55

Q1 2015		8,044	$	563,617	$	70.07	$	565,546	$	70.31		73,497	$	2,948,931	$	40.12	$	2,965,083	$	40.34
Q2 2015		5,879		390,637		66.45		394,805		67.16		126,697		5,036,771		39.75		4,977,631		39.29
Q3 2015		1,624		108,982		67.11		108,982		67.11		139,863		7,028,076		50.25		7,053,495		50.43
Q4 2015		2,824		215,109		76.17		219,769		77.82		70,809		2,767,938		39.09		2,854,627		40.31

Total 2015		18,371	$	1,278,346	$	69.58	$	1,289,102	$	70.17		410,866	$	17,781,716	$	43.28	$	17,850,837	$	43.45

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of joint venture properties.

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

Boston Properties, Inc.

First Quarter 2014

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

2014		258,383	$	15,991,507	$	61.89	$	16,145,031	$	62.48	(4)		255,549	$	4,683,925	$	18.33	$	4,676,598	$	18.30
2015		622,815		37,528,127		60.26		37,814,811		60.72	(4)		166,224		4,108,286		24.72		4,128,034		24.83
2016		380,455		16,848,737		44.29		17,686,006		46.49			33,400		758,886		22.72		796,110		23.84
2017		1,018,239		55,522,058		54.53		57,076,618		56.05			13,408		278,133		20.74		291,776		21.76
2018		715,648		33,326,386		46.57		35,725,243		49.92			—		—		—		—		—
2019		892,871		43,567,122		48.79		46,914,465		52.54			32,000		640,000		20.00		720,320		22.51
2020		1,109,060		51,241,758		46.20		56,942,105		51.34			79,971		1,285,735		16.08		1,285,735		16.08
2021		1,046,543		55,440,335		52.97		64,873,926		61.99			57,321		1,003,977		17.51		1,003,977		17.51
2022		845,608		42,207,099		49.91		50,160,851		59.32			—		—		—		—		—
2023		373,662		15,930,894		42.63		20,165,886		53.97			—		—		—		—		—
Thereafter		1,692,058		85,326,113		50.43		101,942,819		60.25			—		—		—		—		—

	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
2014		19,722	$	1,146,241	$	58.12	$	1,149,146	$	58.27			533,654	$	21,821,672	$	40.89	$	21,970,775	$	41.17
2015		59,056		3,631,042		61.48		3,668,147		62.11			848,095		45,267,455		53.38		45,610,991		53.78
2016		66,355		3,882,889		58.52		3,943,789		59.43			480,210		21,490,511		44.75		22,425,905		46.70
2017		71,997		4,650,018		64.59		4,953,043		68.80			1,103,644		60,450,208		54.77		62,321,437		56.47
2018		66,023		4,159,112		62.99		4,404,064		66.71			781,671		37,485,498		47.96		40,129,307		51.34
2019		43,057		2,191,912		50.91		2,320,265		53.89			967,928		46,399,035		47.94		49,955,050		51.61
2020		22,565		1,279,673		56.71		1,418,645		62.87			1,211,596		53,807,166		44.41		59,646,484		49.23
2021		66,644		4,192,212		62.90		4,845,756		72.71			1,170,508		60,636,524		51.80		70,723,660		60.42
2022		23,725		1,473,765		62.12		1,712,308		72.17			869,333		43,680,864		50.25		51,873,159		59.67
2023		55,846		2,379,065		42.60		2,750,111		49.24			429,508		18,309,959		42.63		22,915,996		53.35
Thereafter		198,847		6,567,831		33.03		8,334,028		41.91			1,890,905		91,893,944		48.60		110,276,847		58.32

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

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

(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 90,654 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from 2014 and 2015, the current and future expiring rental rate would be (i) $45.21 per square foot and $45.93 per square foot, respectively, for 2014, (ii) $53.41 per square foot and $53.91 per square foot.

Boston Properties, Inc.

First Quarter 2014

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 2014		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2014		30,826		4,472,474		145.09		4,472,474		145.09	(5)		114,904		2,309,365		20.10		2,302,038		20.03
Q3 2014		86,601		5,223,602		60.32		5,231,299		60.41			103,750		1,500,736		14.46		1,500,736		14.46
Q4 2014		140,956		6,295,431		44.66		6,441,259		45.70			36,895		873,824		23.68		873,824		23.68

Total 2014		258,383	$	15,991,507	$	61.89	$	16,145,031	$	62.48			255,549	$	4,683,925	$	18.33	$	4,676,598	$	18.30

Q1 2015		223,966	$	11,343,263	$	50.65	$	11,463,241	$	51.18			—	$	—	$	—	$	—	$	—
Q2 2015		186,589		14,652,155		78.53		14,816,918		79.41	(6)		23,439		500,283		21.34		512,511		21.87
Q3 2015		43,753		2,084,232		47.64		1,871,303		42.77			14,338		308,532		21.52		316,053		22.04
Q4 2015		168,507		9,448,478		56.07		9,663,348		57.35			128,447		3,299,470		25.69		3,299,470		25.69

Total 2015		622,815	$	37,528,127	$	60.26	$	37,814,811	$	60.72			166,224	$	4,108,286	$	24.72	$	4,128,034	$	24.83


	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 2014		1,519	$	67,177	$	44.22	$	69,891	$	46.01	(4)		1,519	$	67,177	$	44.22	$	69,891	$	46.01	(4)
Q2 2014		2,207		170,282		77.16		170,473		77.24			147,937		6,952,120		46.99		6,944,985		46.95
Q3 2014		—		—		—		—		—			190,351		6,724,338		35.33		6,732,035		35.37
Q4 2014		15,996		908,782		56.81		908,782		56.81			193,847		8,078,037		41.67		8,223,865		42.42

Total 2014		19,722	$	1,146,241	$	58.12	$	1,149,146	$	58.27			533,654	$	21,821,672	$	40.89	$	21,970,776	$	41.17

Q1 2015		14,351	$	959,996	$	66.89	$	961,807	$	67.02			238,317	$	12,303,258	$	51.63	$	12,425,048	$	52.14
Q2 2015		3,856		293,541		76.13		300,433		77.91			213,884		15,445,980		72.22		15,629,862		73.08
Q3 2015		24,218		1,404,617		58.00		1,414,749		58.42			82,309		3,797,382		46.14		3,602,105		43.76
Q4 2015		16,631		972,887		58.50		991,158		59.60			313,585		13,720,836		43.75		13,953,976		44.50

Total 2015		59,056	$	3,631,042	$	61.48	$	3,668,147	$	62.11			848,095	$	45,267,455	$	53.38	$	45,610,991	$	53.78

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

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

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

(4)	Represents leases that were occupied as of and expired on March 31, 2014.

(5)	Includes 30,826 square feet of Sensitive Compartmented Information Facility (SCIF) space.

(6)	Includes 59,828 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from Q2 2015, the current and future expiring rental rate would be $56.45 per square foot and $57.63 per square foot, respectively.

Boston Properties, Inc.

First Quarter 2014

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

2014		432,484	$	20,911,166	$	48.35	$	21,111,660	$	48.81			115,176	$	5,857,356	$	50.86	$	5,934,569	$	51.53
2015		614,776		36,480,886		59.34		35,265,289		57.36			231,855		11,706,452		50.49		11,760,536		50.72
2016		375,857		28,964,380		77.06		29,062,379		77.32	(4)		911,533		43,939,996		48.20		44,238,414		48.53
2017		377,436		24,410,275		64.67		25,934,477		68.71			296,376		14,938,899		50.41		15,989,514		53.95
2018		264,748		13,346,795		50.41		13,736,640		51.89			171,940		10,123,141		58.88		10,720,060		62.35
2019		848,663		42,779,465		50.41		45,539,120		53.66			198,139		9,997,969		50.46		11,014,338		55.59
2020		387,344		19,070,357		49.23		22,439,577		57.93			508,373		29,551,401		58.13		31,942,495		62.83
2021		386,106		19,614,711		50.80		20,927,820		54.20			191,975		9,186,091		47.85		10,527,804		54.84
2022		1,237,604		64,766,473		52.33		72,703,662		58.75			189,573		8,615,115		45.44		9,735,288		51.35
2023		334,282		22,314,522		66.75		24,702,769		73.90			98,648		4,760,981		48.26		5,518,204		55.94
Thereafter		3,089,832		160,540,016		51.96		199,821,127		64.67			188,618		9,443,967		50.07		10,833,354		57.44

	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

2014		78,059	$	8,596,698	$	110.13	$	8,593,698	$	110.09			140,721	$	6,760,111	$	48.04	$	6,762,825	$	48.06
2015		203,483		23,167,542		113.85		23,247,727		114.25			394,480		23,549,891		59.70		23,686,914		60.05
2016		480,997		48,037,659		99.87		49,831,298		103.60			54,964		2,971,504		54.06		3,095,146		56.31
2017		1,505,098		158,770,444		105.49		160,030,150		106.33			823,766		46,772,457		56.78		47,522,516		57.69
2018		337,714		47,243,662		139.89		47,914,889		141.88			128,212		8,093,297		63.12		8,737,547		68.15
2019		997,707		89,756,724		89.96		92,619,410		92.83			416,573		24,733,387		59.37		27,028,622		64.88
2020		1,371,397		112,974,573		82.38		119,984,897		87.49			449,263		23,397,857		52.08		26,328,065		58.60
2021		236,114		29,684,773		125.72		33,114,862		140.25			546,807		33,386,157		61.06		39,167,167		71.63
2022		909,589		75,896,868		83.44		83,128,028		91.39			309,272		20,818,035		67.31		24,071,006		77.83
2023		106,108		13,059,865		123.08		15,066,042		141.99			57,290		3,574,736		62.40		4,462,320		77.89
Thereafter		1,655,660		151,266,618		91.36		187,852,426		113.46			675,329		47,437,877		70.24		59,897,326		88.69

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of 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 $58.45 per square foot and $59.13 per square foot, respectively, in 2016.

Boston Properties, Inc.

First Quarter 2014

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

2014		208,914	$	6,163,013	$	29.50	$	6,162,697	$	29.50		53,460	$	1,071,900	$	20.05	$	1,071,900	$	20.05
2015		483,992		15,018,553		31.03		15,542,397		32.11		179,011		6,075,264		33.94		6,090,301		34.02
2016		558,574		19,252,362		34.47		19,688,841		35.25		357,367		8,324,388		23.29		9,010,787		25.21
2017		500,255		15,848,504		31.68		16,304,883		32.59		394,964		13,343,663		33.78		14,345,635		36.32
2018		361,315		11,124,773		30.79		11,823,372		32.72		10,612		357,376		33.68		400,413		37.73
2019		430,031		16,724,113		38.89		17,452,849		40.59		449,449		15,177,960		33.77		18,132,884		40.34
2020		77,663		2,009,544		25.88		2,220,623		28.59		14,160		669,867		47.31		756,341		53.41
2021		324,288		7,017,086		21.64		7,230,494		22.30		—		—		—		—		—
2022		534,736		19,540,831		36.54		19,808,022		37.04		290,448		10,747,698		37.00		12,796,754		44.06
2023		23,197		674,024		29.06		771,255		33.25		40,657		2,015,628		49.58		2,815,391		69.25
Thereafter		561,260		24,064,318		42.88		27,353,420		48.74		—		—		—		—		—

	New York(4)										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

2014		198,777	$	6,255,766	$	31.47	$	6,255,766	$	31.47		392,933	$	15,061,561	$	38.33	$	15,207,951	$	38.70	(5)
2015		191,573		6,470,238		33.77		6,510,135		33.98		453,615		21,717,564		47.88		21,924,078		48.33	(5)
2016		193,067		6,489,107		33.61		6,664,281		34.52		425,246		18,519,007		43.55		19,330,759		45.46
2017		161,074		5,717,055		35.49		5,786,606		35.93		279,878		13,677,751		48.87		14,798,922		52.88
2018		203,217		6,521,831		32.09		6,848,279		33.70		653,459		29,392,201		44.98		31,391,761		48.04
2019		258,891		8,515,781		32.89		9,044,718		34.94		551,355		21,665,648		39.30		22,926,428		41.58
2020		234,160		6,852,856		29.27		8,234,400		35.17		762,333		30,409,309		39.89		33,318,419		43.71
2021		74,993		2,329,372		31.06		2,563,971		34.19		623,701		27,250,366		43.69		31,556,493		50.60
2022		29,737		906,498		30.48		965,971		32.48		560,061		22,862,829		40.82		27,802,154		49.64
2023		8,299		260,993		31.45		277,591		33.45		372,218		14,735,223		39.59		18,453,677		49.58
Thereafter		433,359		14,326,247		33.06		15,891,930		36.67		1,215,576		44,456,068		36.57		50,379,521		41.44

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of 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)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region.

(5)

Includes 90,654 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from 2014 and 2015, the current and future expiring rental rate would be (i) $25.14 per square foot and $25.56 per square foot, respectively, for 2014, (ii) $30.84 per square foot and $31.36 per square foot, respectively, for 2015.

Boston Properties, Inc.

First Quarter 2014

RESIDENTIAL and HOTEL PERFORMANCE


*Rental Rates and Occupancy*	First Quarter 2014			First Quarter 2013			Percent Change
*The Avant at Reston Town Center (359 units) (1)* *Reston, VA*
Average Monthly Rental Rate (2)	$	1,875			N/A			N/A
Average Rental Rate Per Occupied Square Foot (2)	$	2.04			N/A			N/A
Average Physical Occupancy (2) (3)		10.5	%		N/A			N/A
Average Economic Occupancy (3)		7.5	%		N/A			N/A

*Residences on The Avenue (335 units)* *located at 2221 I Street, NW, Washington, DC*
Average Monthly Rental Rate (4)	$	3,182		$	3,360			(5.3	%)
Average Rental Rate Per Occupied Square Foot (4)	$	3.90		$	4.12			(5.3	%)
Average Physical Occupancy (3) (4)		92.5	%		92.7	%		(0.2	%)
Average Economic Occupancy (3)		91.8	%		92.5	%		(0.8	%)

*The Lofts at Atlantic Wharf (86 units)*
*Boston, MA*
Average Monthly Rental Rate (5)	$	3,927		$	3,781			3.9	%
Average Rental Rate Per Occupied Square Foot (5)	$	4.37		$	4.19			4.3	%
Average Physical Occupancy (3) (5)		96.9	%		99.6	%		(2.7	%)
Average Economic Occupancy (3)		97.7	%		99.8	%		(2.1	%)

*Cambridge Center Marriott (433 rooms)*
*Cambridge, MA*
Average Occupancy		77.7	%		73.5	%		5.7	%
Average Daily Rate	$	199.88		$	194.79			2.6	%
Revenue per available room	$	155.78		$	143.17			8.8	%


*Net Operating Income (in thousands)*	Residential									Hotel
	First Quarter 2014			First Quarter 2013			Percent Change			First Quarter 2014		First Quarter 2013		Percent Change
Rental Revenue	$	5,682	(6)	$	5,578	(6)		1.9	%	$	8,193	$	8,291		(1.2	%)
Operating expenses and real estate taxes		3,762			2,733			37.7	%		6,797		7,044		(3.5	%)

Net Operating Income	$	1,920	(6)	$	2,845	(6)		(32.5	%)	$	1,396	$	1,247		11.9	%

Less: Straight line rent and fair value lease revenue		86			114			(24.6	%)		1		1		—

Rental Revenue - cash basis		5,596			5,464			2.4	%		8,192		8,290		(1.2	%)
Less: Operating expenses and real estate taxes		3,762			2,733			37.7	%		6,797		7,044		(3.5	%)
Add: Straight line ground rent expense		527			542			(2.8	%)		—		—		—

Net Operating Income - cash basis	$	2,361		$	3,273			(27.9	%)	$	1,395	$	1,246		12.0	%

(1)	Not included in Same Property analysis.

(2)	Excludes 26,179 square feet of retail space which is 0% occupied but is 100% leased.

(3)	For disclosures related to our definition of Average Physical and Average Economic Occupancy, see page 50.

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

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

(6)	Includes 85,324 square feet of retail space which had revenue of approximately $981,000 for the quarter ended March 31, 2014 and 59,145 square feet of retail space which had revenue of approximately $955,000 for the quarter ended March 31, 2013.

Boston Properties, Inc.

First Quarter 2014

OCCUPANCY ANALYSIS


*Same Property Occupancy⁽¹⁾ - By Location*
	CBD						Suburban						Total
Location	31-Mar-14			31-Mar-13			31-Mar-14			31-Mar-13			31-Mar-14			31-Mar-13
Boston		95.4	%		97.6	%		85.8	%		78.4	%		92.0	%		90.8	%
New York (2)		97.1	%		94.5	%		79.8	%		78.3	%		92.2	%		89.9	%
San Francisco		94.4	%		94.0	%		69.4	%		79.1	%		86.0	%		89.1	%
Washington, DC		95.2	%		95.3	%		96.0	%		95.8	%		95.6	%		95.6	%

Total Portfolio		95.7	%		95.8	%		87.0	%		85.5	%		92.2	%		91.6	%


*Same Property Occupancy⁽¹⁾ - By Type of Property*
	CBD						Suburban						Total
	31-Mar-14			31-Mar-13			31-Mar-14			31-Mar-13			31-Mar-14			31-Mar-13
Total Office Portfolio		95.6	%		95.7	%		87.5	%		85.3	%		92.4	%		91.6	%
Total Office/Technical Portfolio		100.0	%		100.0	%		80.2	%		89.0	%		85.3	%		91.8	%

Total Portfolio		95.7	%		95.8	%		87.0	%		85.5	%		92.2	%		91.6	%

(1)	For disclosures related to our definition of Same Property, see page 49.

(2)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region.

Boston Properties, Inc.

First Quarter 2014

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office			Office/Technical			Hotel & Residential (1)			Total
Number of Properties		118			16			3			137
Square feet		35,978,281			1,150,701			1,099,734			38,228,716
Percent of properties in-service		92.6	%		60.9	%		100.0	%		92.9	%
Occupancy @ 03/31/2013		91.6	%		91.8	%		N/A			91.6	%
Occupancy @ 03/31/2014		92.4	%		85.3	%		N/A			92.2	%
Percent change from 1st quarter 2014 over 1st quarter 2013 (2):
Rental revenue		3.9	%		(2.2	%)		(1.6	%)
Operating expenses and real estate taxes		6.3	%		3.7	%		(0.0	%)
Consolidated Net Operating Income (3) - excluding hotel & residential											2.3	%(2)
Consolidated Net Operating Income (3) - Hotel & residential											(5.5	%)(2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)											(1.0	%)(2)
Combined Net Operating Income (3)											2.1	%

Rental revenue - cash basis		6.1	%		(5.7	%)		(1.4	%)
Consolidated Net Operating Income (3) - cash basis (5) excluding hotel & residential		6.0	%		(9.5	%)					5.6	%(2)
Consolidated Net Operating Income (3) - cash basis (5) - Hotel & residential											(4.7	%)(2)
Net Operating Income - cash basis (5) - BXP’s share of unconsolidated joint ventures											(4.8	%)(2)
Combined Net Operating Income (3) - cash basis (5)											5.1	%

Same Property Lease Analysis - quarter ended March 31, 2014


	Office			Office/Technical			Total
Vacant space available @ 1/01/2014 (sf)		2,371,857			93,814			2,465,671
Square footage of leases expiring or terminated 1/1/2014-3/31/2014		1,298,815			7,479			1,306,294

Total space for lease (sf)		3,670,672			101,293			3,771,965

New tenants (sf)		458,485			14,826			473,311
Renewals (sf)		408,002			—			408,002

Total space leased (sf)		866,487			14,826			881,313

Space available @ 3/31/2014 (sf)		2,804,185			86,467			2,890,652

Net (increase)/decrease in available space (sf)		(432,328	)		7,347			(424,981	)

Second generation leasing information: (6)
Leases commencing during the period (sf)		848,189			14,826			863,015
Average lease term (months)		70			125			71
Average free rent period (days)		60			284			64
Total transaction costs per square foot (7)	$	26.98		$	39.37		$	27.19
Increase (decrease) in gross rents (8)		3.87	%		-8.59	%		3.73	%
Increase (decrease) in net rents (9)		5.07	%		-9.46	%		4.87	%

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

(2)	See page 42 for a quantitative reconciliation of Same Property Net Operating Income (NOI) by reportable segment.

(3)	For a quantitative reconciliation of NOI to Net income attributable to Boston Properties, Inc., see page 41. For disclosures relating to our use of Combined NOI and Consolidated NOI, see page 49.

(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 41.

(6)	Second generation leases are defined as leases for space that had previously been under lease by the Company. Of the 863,015 square feet of second generation leases that commenced in Q1 2014, leases for 618,169 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 689,816 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 689,816 square feet of second generation leases (1) that had been occupied within the prior 12 months and (2) for which the new lease term is greater than six months.

Boston Properties, Inc.

First Quarter 2014

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	March 31, 2014			March 31, 2013
	*(in thousands)*
Net income attributable to Boston Properties, Inc.	$	56,623		$	48,000
Net income attributable to noncontrolling interests:
Noncontrolling interest in discontinued operations - common units of the Operating
Partnership		—			2,066
Noncontrolling interest - common units of the Operating Partnership		6,160			4,111
Noncontrolling interest - redeemable preferred units of the Operating Partnership		619			1,180
Noncontrolling interests in property partnerships (1)		4,354			2,574
Discontinued operations:
Impairment loss from discontinued operations		—			3,241
Gain on forgiveness of debt from discontinued operations		—			(20,182	)
Income from discontinued operations		—			(2,494	)

Income from continuing operations		67,756			38,496

Add:
Interest expense		113,554			100,433
Depreciation and amortization		154,270			119,453
Impairment loss					8,306
Transaction costs		437			443
General and administrative expense		29,905			45,516
Subtract:
Gains from investments in securities		(286	)		(735	)
Interest and other income		(1,311	)		(1,471	)
Income from unconsolidated joint ventures		(2,816	)		(8,721	)
Development and management services income		(5,216	)		(8,733	)

Consolidated Net Operating Income		356,293			292,987
Net Operating Income from unconsolidated joint ventures (BXP’s share) (2)		9,729			51,338

Combined Net Operating Income	$	366,022		$	344,325


Same Property Net Operating Income		304,653			298,429
Net Operating Income from non Same Properties (3)		60,250			45,420
Termination income		1,119			476

Combined Net Operating Income	$	366,022		$	344,325


Same Property Net Operating Income		304,653			298,429
Less straight-line rent and fair value lease revenue		(8,886	)		(17,127	)
Add straight-line ground rent expense		1,747			1,801

Same Property Net Operating Income - cash basis	$	297,514		$	283,103

(1)	These partnerships include 505 9th Street in Washington, D.C., Fountain Square in Reston, VA, 767 Fifth Avenue (The General Motors Building) in New York City and Times Square Tower 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 & 38 indicate by footnote the properties which are not included as part of Same Property Net Operating Income.

Boston Properties, Inc.

First Quarter 2014

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
	31-Mar-14		31-Mar-13		$ Change			% Change			31-Mar-14		31-Mar-13			$ Change			% Change
Rental Revenue	$	459,027	$	441,258							$	9,627	$	9,847
Less Termination Income		1,110		476								—		—

Rental revenue - subtotal		457,917		440,782	$	17,135			3.9	%		9,627		9,847		$	(220	)		(2.2	%)
Operating expenses and real estate taxes		172,678		162,406		10,272			6.3	%		2,930		2,826			104			3.7	%

Net Operating Income (1)	$	285,239	$	278,376	$	6,863			2.5	%	$	6,697	$	7,021		$	(324	)		(4.6	%)

Rental revenue - subtotal	$	457,917	$	440,782							$	9,627	$	9,847
Less straight-line rent and fair value lease revenue		8,174		17,079		(8,905	)		(52.1	%)		264		(86	)		350			407.0	%

Rental revenue - cash basis		449,743		423,703		26,040			6.1	%		9,363		9,933			(570	)		(5.7	%)
Less:
Operating expenses and real estate taxes		172,678		162,406		10,272			6.3	%		2,930		2,826			104			3.7	%
Add:
Straight-line ground rent expense (2)		1,220		1,259		(39	)		(3.1	%)		—		—			—			—

Net Operating Income (3) - cash basis	$	278,285	$	262,556	$	15,729			6.0	%	$	6,433	$	7,107		$	(674	)		(9.5	%)


	Sub-Total										Hotel & Residential
	For the three months ended				$ Change			% Change			For the three months ended					$ Change			% Change
	31-Mar-14		31-Mar-13		$ Change			% Change			31-Mar-14		31-Mar-13			$ Change			% Change
Rental Revenue	$	468,654	$	451,105							$	13,644	$	13,869
Less Termination Income		1,110		476								—		—

Rental revenue - subtotal		467,544		450,629	$	16,915			3.8	%		13,644		13,869		$	(225	)		(1.6	%)
Operating expenses and real estate taxes		175,608		165,232		10,376			6.3	%		9,777		9,777			—			0.0	%

Net Operating Income (1)	$	291,936	$	285,397	$	6,539			2.3	%	$	3,867	$	4,092		$	(225	)		(5.5	%)

Rental revenue - subtotal	$	467,544	$	450,629							$	13,644	$	13,869
Less straight-line rent and fair value lease revenue		8,438		16,993		(8,555	)		(50.3	%)		86		114			(28	)		(24.6	%)

Rental revenue - cash basis		459,106		433,636		25,470			5.9	%		13,558		13,755			(197	)		(1.4	%)
Less:
Operating expenses and real estate taxes		175,608		165,232		10,376			6.3	%		9,777		9,777			—			0.0	%
Add:
Straight-line ground rent expense (2)		1,220		1,259		(39	)		(3.1	%)		527		542			(15	)		(2.8	%)

Net Operating Income (3) - cash basis	$	284,718	$	269,663	$	15,055			5.6	%	$	4,308	$	4,520		$	(212	)		(4.7	%)


	Unconsolidated Joint Ventures										Total
	For the three months ended				$ Change			% Change			For the three months ended					$ Change			% Change
	31-Mar-14		31-Mar-13		$ Change			% Change			31-Mar-14		31-Mar-13			$ Change			% Change
Rental Revenue	$	15,285	$	15,084							$	497,583	$	480,058
Less Termination Income		9		—								1,119		476

Rental revenue - subtotal		15,276		15,084	$	192			1.3	%		496,464		479,582		$	16,882			3.5	%
Operating expenses and real estate taxes		6,426		6,144		282			4.6	%		191,811		181,153			10,658			5.9	%

Net Operating Income (1)	$	8,850	$	8,940	$	(90	)		(1.0	%)	$	304,653	$	298,429		$	6,224			2.1	%

Rental revenue - subtotal	$	15,276	$	15,084							$	496,464	$	479,582
Less straight-line rent and fair value lease revenue		362		20		342			1,710.0	%		8,886		17,127			(8,241	)		(48.1	%)

Rental revenue - cash basis		14,914		15,064		(150	)		(1.0	%)		487,578		462,455			25,123			5.4	%
Less:
Operating expenses and real estate taxes		6,426		6,144		282			4.6	%		191,811		181,153			10,658			5.9	%
Add:
Straight-line ground rent expense (2)		—		—		—			—			1,747		1,801			(54	)		(3.0	%)

Net Operating Income (3) - cash basis	$	8,488	$	8,920	$	(432	)		(4.8	%)	$	297,514	$	283,103		$	14,411			5.1	%

(1)	For a quantitative reconciliation of net operating income (NOI) to net income available to common shareholders, see page 41. For disclosures relating to our use of NOI see page 49.

(2)	For additional information, see page 6.

(3)	For a quantitative reconciliation of NOI to NOI on a cash basis see page 41. For disclosures relating to our use of NOI see page 49.

Boston Properties, Inc.

First Quarter 2014

LEASING ACTIVITY

All In-Service Properties - quarter ended March 31, 2014


	Office			Office/Technical			Total
Vacant space available @ 1/1/2014 (sf)		2,490,492			193,155			2,683,647
Property dispositions/ properties taken out of service (sf)		—			—			—
Properties acquired vacant space (sf)		—			—			—
Properties placed in-service (sf)		—			—			—
Leases expiring or terminated 1/1/2014-3/31/2014 (sf)		1,321,035			40,802			1,361,837

Total space available for lease (sf)		3,811,527			233,957			4,045,484

1st generation leases (sf)		22,248			—			22,248
2nd generation leases with new tenants (sf)		462,407			24,226			486,633
2nd generation lease renewals (sf)		408,002			23,923			431,925

Total space leased (sf)		892,657			48,149			940,806	(1)

Vacant space available for lease @ 3/31/2014 (sf)		2,918,870			185,808			3,104,678

Net (increase)/decrease in available space (sf)		(428,378	)		7,347			(421,031	)

Second generation leasing information: (2)
Leases commencing during the period (sf)		870,409			48,149			918,558
Average lease term (months)		72			70			71
Average free rent period (days)		58			121			62
Total transaction costs per square foot (3)	$	27.80		$	23.65		$	27.59
Increase (decrease) in gross rents (4)		1.59	%		-0.62	%		1.50	%
Increase (decrease) in net rents (5)		1.38	%		-0.56	%		1.29	%


	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		—		303,712		-7.93	%		-12.78	%		303,712		560,979
New York (8)		18,298		163,233		9.78	%		11.20	%		181,531		537,004
San Francisco		—		186,890		13.48	%		18.20	%		186,890		308,530
Washington, DC		3,950		264,723		-1.51	%		-3.10	%		268,673		156,012

		22,248		918,558		1.50	%		1.29	%		940,806		1,562,525

(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 918,558 square feet of second generation leases that commenced in Q1 2014, leases for 673,712 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 745,359 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 745,359 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 255,594.

(8)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region.

Boston Properties, Inc.

First Quarter 2014

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q1 2014		2013		2012		2011
Recurring capital expenditures	$	7,694	$	51,026	$	23,774	$	29,334
Planned non-recurring capital expenditures associated with acquisition properties		3,339		20,506		22,287		4,358
Hotel improvements, equipment upgrades and replacements		1,557		2,070		896		4,010	(1)

	$	12,590	$	73,602	$	46,957	$	37,702

2nd Generation Tenant Improvements and Leasing Commissions


	Q1 2014		2013		2012		2011
Office
Square feet		870,409		3,554,632		3,572,825		4,116,436

Tenant improvements and lease commissions PSF	$	27.80	$	37.54	$	45.31	$	30.32

Office/Technical
Square feet		48,149		55,456		59,788		184,849

Tenant improvements and lease commissions PSF	$	23.65	$	2.02	$	3.94	$	23.97

Average tenant improvements and lease commissions PSF	$	27.59	$	36.99	$	44.63	$	30.05

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

Boston Properties, Inc.

First Quarter 2014

ACQUISITIONS/DISPOSITIONS

as of March 31, 2014

ACQUISITIONS

For the period from January 1, 2014 through March 31, 2014

Property

Date Acquired

Square Feet

Initial
Investment

Anticipated
Future
Investment

Total
Investment

Percentage
Leased

Not Applicable

Total Acquisitions

—

DISPOSITIONS

For the period from January 1, 2014 through March 31, 2014

Property

Date Disposed

Square Feet

Gross
Sales Price

Book Gain

Not Applicable

Total Dispositions

—

Boston Properties, Inc.

First Quarter 2014

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of March 31, 2014


Construction Properties	Initial Occupancy		Estimated Stabilization Date		Location	# of Buildings		Square feet		Investment to Date (2)		Estimated Total Investment (2)		Total Construction Loan (2)		Amount Drawn at 3/31/2014 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)
Office
680 Folsom Street		Q2 2014		Q4 2014	San Francisco, CA		2		524,509	$	305,313,210	$	340,000,000	$	—	$	—	$	34,686,790		96	%		1	%
Annapolis Junction Building Seven (50% ownership)		Q1 2015		Q1 2015	Annapolis, MD		1		125,000		11,795,702		17,500,000		11,000,000		6,707,658		1,411,956		100	%		—
250 West 55th Street (5)		Q4 2013		Q4 2015	New York, NY		1		989,000		868,268,112		1,050,000,000		—		—		181,731,888		73	%		6	%
804 Carnegie Center		Q1 2016		Q1 2016	Princeton, NJ		1		130,000		2,234,159		40,410,000						38,175,841		100	%		—
535 Mission Street		Q4 2014		Q3 2016	San Francisco, CA		1		307,000		135,348,383		215,000,000		—		—		79,651,617		26	%		—
601 Massachusetts Avenue		Q4 2015		Q4 2017	Washington, DC		1		478,000		171,232,373		360,760,000		—		—		189,527,627		79	%		—
Salesforce Tower (95% ownership) (6)		Q2 2017		Q1 2019	San Francisco, CA		1		1,400,000		264,787,401		1,130,000,000		—		—		865,212,599		51	%		N/A

Total Office Properties under Construction							8		3,953,509	$	1,758,979,340	$	3,153,670,000	$	11,000,000	$	6,707,658	$	1,390,398,318		67	%		3	%


*PROJECTS PLACED IN-SERVICE DURING 2014*

	Initial In Service Date		Estimated Stabilization Date		Location	# of Buildings		Square feet		Investment to Date (2)		Estimated Total Investment (2)		Debt (2)		Amount Drawn at 3/31/2014 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)
The Avant at Reston Town Center (359 units)		Q4 2013		Q4 2015	Reston, VA		1		329,168	$	112,627,959	$	137,250,000	$	—	$	—	$	24,622,041		29	%		100	%
The Avant at Reston Town Center - Retail							—		26,179		—		—		—		—		—		100	%		100	%

Total Projects placed in Service							1		355,347	$	112,627,959	$	137,250,000	$	—	$	—	$	24,622,041		34	%		100	%

IN-SERVICE PROPERTIES HELD FOR RE-DEVELOPMENT


	Sub Market		# of Buildings		Existing Square Feet		Leased %			Annualized Revenue Per Leased SF (7)		Encumbered with secured debt (Y/N)		Central Business District (CBD) or Suburban (S)		Estimated Future Square Feet (8)
North First Business Park		San Jose, CA		5		190,636		100.0	%	$	14.85		N		S		683,000

Total Properties held for Re-Development				5		190,636		100.0	%	$	14.85						683,000

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

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

(3)	Represents percentage leased as of April 25, 2014, including leases with future commencement dates and including residential space.

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

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

(6)

On April 11, 2014, the joint venture executed a lease for approximately 714,000 square feet for the 60-story, 1.4 million square foot office tower known as Salesforce Tower (formerly Transbay Tower). The Total Estimated Investment has been updated to represents the total cost to complete the project.

(7)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(8)	The incremental square footage increase in Estimated Future Square Feet is Included in Approximate Developable Square Feet of Value Creation Pipeline - Owned Land Parcels on page 47.

Boston Properties, Inc.

First Quarter 2014

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of March 31, 2014


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		17.8		800,000
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
San Francisco, CA		0.2		22,000

		368.4		9,170,364

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of March 31, 2014


Location	Acreage		Approximate Developable Square Feet
Princeton, NJ (3)		134.1		1,650,000
Cambridge, MA (4)		—		207,500

		134.1		1,857,500

(1)	Excludes the existing square footage related to in-service properties being held for future re-development included on page 46.

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

(3)	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.

(4)	Includes 7,500 square feet of development rights for office / lab space and the option to purchase 200,000 square feet of residential rights.

Boston Properties, Inc.

First Quarter 2014

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 entities, 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 asset sales (land and property), 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 (included in the period in which the lease commences), (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 2nd generation tenant improvement and leasing commissions (included in the period in which the lease commences); and (4) subtracting from FFO non-cash termination adjustment. Although our FAD may not be comparable to that of other REITs and real estate companies, we believe it provides a meaningful indicator of our ability to fund cash needs and to make cash distributions to equity owners. In addition, we believe that to further understand our liquidity, FAD should be compared with our cash flows determined in accordance with GAAP, as presented in our consolidated financial statements. FAD does not represent cash generated from operating activities determined in accordance with GAAP, and FAD should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of our liquidity.

Total Consolidated Debt to Total Consolidated Market Capitalization Ratio

Total consolidated debt to total consolidated market capitalization ratio, defined as total consolidated debt as a percentage of the market value of our outstanding equity securities plus our total consolidated debt, is a measure of leverage commonly used by analysts in the REIT sector. Total consolidated market capitalization is the sum of (A) our total consolidated indebtedness outstanding plus (B) the market value of our outstanding equity securities calculated using the closing price per share of common stock of the Company multiplied by the sum of (1) outstanding shares of common stock of the Company, (2) outstanding common units of limited partnership interest in Boston Properties Limited Partnership (excluding common units held by the Company), (3) common units issuable upon conversion of all outstanding Series Two Preferred Units of partnership interest in Boston Properties Limited Partnership and (4) common units issuable upon conversion of all outstanding LTIP Units, assuming all conditions have been met for the conversion of the LTIP Units plus (C) outstanding Series Four Preferred Units of partnership interest in Boston Properties Limited Partnership multiplied by the fixed liquidation preference of $50 per unit 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 performance-based awards (OPP Awards and 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 performance-based 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.

First Quarter 2014

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, less discontinued operations, plus corporate general and administrative expense, transaction costs, impairment loss, depreciation and amortization and interest expense, less development and management services income, income from unconsolidated joint ventures, interest and other income and gains from investments in securities. 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.

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 partially 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. In-service Office and Office/Technical 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 & 38 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.

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 and non-recurring items.

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 and non-recurring items.

Boston Properties, Inc.

First Quarter 2014

Definitions

Average Monthly Rental Rates

Average Rental Rates are calculated by the Company as rental revenue in accordance with GAAP, divided by the weighted monthly 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

FIRST QUARTER 2014 RESULTS

Reports diluted FFO per share of $1.20 Reports diluted EPS of $0.35

BOSTON, MA, April 29, 2014 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the first quarter ended March 31, 2014.

Funds from Operations (FFO) for the quarter ended March 31, 2014 were $183.8 million, or $1.20 per share basic and $1.20 per share diluted. This compares to FFO for the quarter ended March 31, 2013 of $160.6 million, or $1.06 per share basic and $1.06 per share diluted. The weighted average number of basic and diluted shares outstanding totaled 153,030,424 and 154,043,413, respectively, for the quarter ended March 31, 2014 and 151,645,578 and 153,259,143, respectively, for the quarter ended March 31, 2013.

The Company’s reported FFO of $1.20 per share diluted was less than the guidance previously provided of $1.21-$1.23 per share primarily due to increased utilities and snow removal expenses related to the cold winter for its assets located in the Northeast and a timing variance in its G&A expense. The Company’s revenue was in line with management’s expectations used in establishing the guidance range.

Net income available to common shareholders was $54.0 million for the quarter ended March 31, 2014, compared to $47.9 million for the quarter ended March 31, 2013. Net income available to common shareholders per share (EPS) for the quarter ended March 31, 2014 was $0.35 basic and $0.35 on a diluted basis. This compares to EPS for the first quarter of 2013 of $0.32 basic and $0.31 on a diluted basis.

The reported results are unaudited and there can be no assurance that the results will not vary from the final information for the quarter ended March 31, 2014. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of March 31, 2014, the Company’s portfolio consisted of 175 properties, comprised primarily of Class A office space, one hotel, three residential properties and four retail properties, aggregating approximately 45.8 million square feet, including eight properties under construction totaling 4.0 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 163 properties in service (excluding the three in-service residential properties and the hotel) as of March 31, 2014 was 92.4%.

Significant events during the first quarter included:

•

On January 27, 2014, the Company’s Compensation Committee approved the 2014 Multi-Year Long-Term Incentive Program (the “2014 MYLTIP”) as a performance-based component of the Company’s overall compensation program. Under the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation,” the 2014 MYLTIP has an aggregate value of approximately $13.1 million, which amount will generally be amortized into earnings over the four-year plan period under the graded vesting method and has been reflected in the 2014 guidance below. As detailed in the Company’s proxy statement for its 2014 annual meeting of stockholders, this reflects the Compensation Committee’s decision to shift a significant portion of our incentive compensation from time-based to performance-based awards to build stronger pay-for-performance alignment with our stockholders.

•

On January 31, 2014, the measurement period for the Company’s 2011 OPP Awards expired and the Company’s total stockholder return was not sufficient for employees to earn and therefore become eligible to vest in any of the 2011 OPP Awards. As a result, the Company accelerated the then remaining unrecognized compensation expense totaling approximately $1.2 million. Accordingly, all 2011 OPP Awards were automatically forfeited.

•

On February 10, 2014, the Company completed and fully placed in-service The Avant at Reston Town Center development project comprised of 359 apartment units and retail space aggregating approximately 355,000 square feet located in Reston, Virginia. The retail space totaling approximately 26,000 net rentable square feet is 100% leased and the residential units are currently 29% leased.

•

On February 18, 2014, the Company’s Operating Partnership repaid at maturity the $747.5 million aggregate principal amount of its 3.625% exchangeable senior notes due 2014 plus accrued and unpaid interest thereon.

Transactions completed subsequent to March 31, 2014:

•

On April 10, 2014, a consolidated joint venture in which the Company has a 95% interest signed a lease with salesforce.com for 714,000 square feet at the new Salesforce Tower (formerly Transbay Tower), the 1.4 million square foot, 61-story Class A office development project currently under construction at 415 Mission Street in the South Financial District of San Francisco, California. In conjunction with the lease signing, the Company has committed to construct the building and expects to complete the building in early 2017 for a projected total cost of approximately $1.1 billion, which includes capitalized interest in accordance with GAAP.

•

On April 10, 2014, the Company entered into a joint venture with an unrelated third party to acquire a parcel of land located at 501 K Street in Washington, DC. The Company anticipates the land parcel will accommodate an approximate 520,000 square foot Class A office property to be developed in the future. The joint venture partner contributed the land for a 50% interest in the joint venture and the Company contributed cash of approximately $39.0 million for its 50% interest.

EPS and FFO per Share Guidance:

The Company’s guidance for the second quarter and full year 2014 for EPS (diluted) and FFO per share (diluted) is set forth and reconciled below. Except as described below, the estimates reflect management’s view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels and the earnings impact of the events referenced in this release and otherwise referenced during the conference call referred to below. 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.

As shown below, the Company has adjusted its guidance for FFO per share (diluted) for Full Year 2014 to $5.25 - $5.33 per share from $5.20 - $5.33 per share. The updated guidance reflects, among other items, a projected increase in same property GAAP net operating income of 1.75% - 2.50% for the full year 2014, which is greater than our previous projection of 1.25% to 2.50%. In addition, the Company’s projected share of gains on sales of real estate includes approximately $34.2 million from the expected conveyance to the Broad Institute of a condominium interest in 75 Ames Street in Cambridge, Massachusetts in the second quarter of 2014 (this transaction was previously described in the Company’s Form 10-K for the fiscal year ended 2011).


	Second Quarter 2014					Full Year 2014
	Low		-	High		Low		-	High
Projected EPS (diluted)	$	0.71	-	$	0.73	$	1.95	-	$	2.03
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.81	-		0.81		3.50	-		3.50
Less:
Projected Company Share of Gains on Sales of Real Estate		0.20	-		0.20		0.20	-		0.20

Projected FFO per Share (diluted)	$	1.32	-	$	1.34	$	5.25	-	$	5.33

Boston Properties will host a conference call on Wednesday, April 30, 2014 at 10:00 AM Eastern Time, open to the general public, to discuss the first quarter 2014 results, the 2014 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 31243111. A replay of the conference call will be available through May 14, 2014, by dialing (855) 859-2056 (Domestic) or (404) 537-3406 (International) and entering the passcode 31243111. There will also be a live audio webcast of the call which may be accessed on the Company’s website at www.bostonproperties.com in the Investor Relations section. Shortly after the call a replay of the webcast will be available in the Investor Relations section of the Company’s website and archived for up to twelve months following the call.

Additionally, a copy of Boston Properties’ first quarter 2014 “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 four markets – Boston, New York, San Francisco and Washington, DC.

This press release contains forward-looking statements within the meaning of the Federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects” and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond Boston Properties’ control and could materially affect actual results, performance or achievements. These factors include, without limitation, the Company’s ability to satisfy the closing conditions to the pending transactions described above, the ability to enter into new leases or renew leases on favorable terms, dependence on tenants’ financial condition, the uncertainties of real estate development, acquisition and disposition activity, the ability to effectively integrate acquisitions, the uncertainties of investing in new markets, the costs and availability of financing, the effectiveness of our interest rate hedging contracts, the ability of our joint venture partners to satisfy their obligations, the effects of local, national and international economic and market conditions (including the impact of the European sovereign debt issues), the effects of acquisitions, dispositions and possible impairment charges on our operating results, the impact of newly adopted accounting principles on the Company’s accounting policies and on period-to-period comparisons of financial results, regulatory changes and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. Boston Properties does not undertake a duty to update or revise any forward-looking statement, including its guidance for the second quarter and full fiscal year 2014, whether as a result of new information, future events or otherwise.

Financial tables follow.

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


	March 31,			December 31,
	2014			2013
	(in thousands, except for share amounts)
	(unaudited)
ASSETS
Real estate	$	17,258,665		$	17,158,210
Construction in progress		1,564,821			1,523,179
Land held for future development		300,498			297,376
Less: accumulated depreciation		(3,263,208	)		(3,161,571	)

Total real estate		15,860,776			15,817,194

Cash and cash equivalents		1,179,573			2,365,137
Cash held in escrows		54,240			57,201
Investments in securities		18,026			16,641
Tenant and other receivables, net of allowance for doubtful accounts of $1,625 and $1,636, respectively		37,812			59,464
Accrued rental income, net of allowance of $3,448 and $3,636, respectively		661,730			651,603
Deferred charges, net		861,567			884,450
Prepaid expenses and other assets		178,488			184,477
Investments in unconsolidated joint ventures		127,356			126,084

Total assets	$	18,979,568		$	20,162,251

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	4,430,110		$	4,449,734
Unsecured senior notes, net of discount		5,836,290			5,835,854
Unsecured exchangeable senior notes, net of discount		—			744,880
Unsecured line of credit		—			—
Mezzanine notes payable		310,735			311,040
Related party notes payable		180,000			180,000
Accounts payable and accrued expenses		218,028			202,470
Dividends and distributions payable		114,799			497,242
Accrued interest payable		178,651			167,523
Other liabilities		556,772			578,969

Total liabilities		11,825,385			12,967,712

Commitments and contingencies		—			—

Noncontrolling interest:
Redeemable preferred units of the Operating Partnership		51,312			51,312

Redeemable interest in property partnership		100,327			99,609

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 March 31, 2014 and December 31, 2013, respectively		200,000			200,000
Common stock, $0.01 par value, 250,000,000 shares authorized, 153,096,211 and 153,062,001 shares issued and 153,017,311 and 152,983,101 shares outstanding at March 31, 2014 and December 31, 2013, respectively		1,530			1,530
Additional paid-in capital		5,668,230			5,662,453
Dividends in excess of earnings		(153,979	)		(108,552	)
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(10,989	)		(11,556	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,702,070			5,741,153
Noncontrolling interests:
Common units of the Operating Partnership		575,381			576,333
Property partnerships		725,093			726,132

Total equity		7,002,544			7,043,618

Total liabilities and equity	$	18,979,568		$	20,162,251

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended
	March 31,
	2014			2013
	(in thousands, except for per share
	amounts)
Revenue
Rental
Base rent	$	455,018		$	373,046
Recoveries from tenants		81,934			64,319
Parking and other		24,333			23,437

Total rental revenue		561,285			460,802
Hotel revenue		8,193			8,291
Development and management services		5,216			8,733

Total revenue		574,694			477,826

Expenses
Operating
Rental		206,388			169,062
Hotel		6,797			7,044
General and administrative		29,905			45,516
Transaction costs		437			443
Impairment loss		—			8,306
Depreciation and amortization		154,270			119,453

Total expenses		397,797			349,824

Operating income		176,897			128,002
Other income (expense)
Income from unconsolidated joint ventures		2,816			8,721
Interest and other income		1,311			1,471
Gains from investments in securities		286			735
Interest expense		(113,554	)		(100,433	)

Income from continuing operations		67,756			38,496
Discontinued operations
Income from discontinued operations		—			2,494
Gain on forgiveness of debt from discontinued operations		—			20,182
Impairment loss from discontinued operations		—			(3,241	)

Net income		67,756			57,931
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(4,354	)		(2,574	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(619	)		(1,180	)
Noncontrolling interest - common units of the Operating Partnership		(6,160	)		(4,111	)
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—			(2,066	)

Net income attributable to Boston Properties, Inc.		56,623			48,000
Preferred dividends		(2,589	)		(146	)

Net income attributable to Boston Properties, Inc. common shareholders	$	54,034		$	47,854

Basic earnings per common share attributable to Boston Properties, Inc. common shareholders:
Income from continuing operations	$	0.35		$	0.20
Discontinued operations		—			0.12

Net income	$	0.35		$	0.32

Weighted average number of common shares outstanding		153,030			151,646

Diluted earnings per common share attributable to Boston Properties, Inc. common shareholders:
Income from continuing operations	$	0.35		$	0.20
Discontinued operations		—			0.11

Net income	$	0.35		$	0.31

Weighted average number of common and common equivalent shares outstanding		153,169			151,952

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)

(Unaudited)


	Three months ended
	March 31,
	2014			2013
	(in thousands, except for per share amounts)
Net income attributable to Boston Properties, Inc. common shareholders	$	54,034		$	47,854

Add:
Preferred dividends		2,589			146
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—			2,066
Noncontrolling interest - common units of the Operating Partnership		6,160			4,111
Noncontrolling interest - redeemable preferred units of the Operating Partnership		619			1,180
Noncontrolling interests in property partnerships		4,354			2,574
Impairment loss from discontinued operations		—			3,241
Less:
Income from discontinued operations		—			2,494
Gain on forgiveness of debt from discontinued operations		—			20,182

Income from continuing operations		67,756			38,496

Add:
Real estate depreciation and amortization (2)		158,514			142,555
Income from discontinued operations		—			2,494
Less:
Noncontrolling interests in property partnerships’ share of funds from operations		19,023			3,038
Noncontrolling interest - redeemable preferred units of the Operating Partnership		619			1,180
Preferred dividends		2,589			146

Funds from operations (FFO) attributable to the Operating Partnership		204,039			179,181

Less:
Noncontrolling interest - common units of the Operating Partnerships’ share of funds from operations		20,195			18,557

Funds from operations attributable to Boston Properties, Inc.	$	183,844		$	160,624

Boston Properties, Inc.’s percentage share of funds from operations - basic		90.10	%		89.86	%

Weighted average shares outstanding - basic		153,030			151,646

FFO per share basic	$	1.20		$	1.06

Weighted average shares outstanding - diluted		154,043			153,259

FFO per share diluted	$	1.20		$	1.06

(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 $154,270 and $119,453, our share of unconsolidated joint venture real estate depreciation and amortization of $4,584 and $21,657 and depreciation and amortization from discontinued operations of $0 and $1,738, less corporate-related depreciation and amortization of $340 and $293 for the three months ended March 31, 2014 and 2013, respectively.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	March 31, 2014			December 31, 2013
Boston		92.1	%		93.9	%
New York (1)		93.3	%		93.0	%
San Francisco		86.1	%		89.9	%
Washington, DC		95.2	%		95.0	%

Total Portfolio		92.4	%		93.4	%


	% Leased by Type
	March 31, 2014			December 31, 2013
Class A Office Portfolio		92.7	%		93.8	%
Office/Technical Portfolio		85.8	%		85.4	%

Total Portfolio		92.4	%		93.4	%

(1)	Beginning in 2014, the Company has reflected its Princeton portfolio as the suburban component of its New York region.