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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): October 28, 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 October 28, 2014, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the third 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 September 30, 2014.

*99.2		Press release dated October 28, 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: October 28, 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 September 30, 2014.

*99.2		Press release dated October 28, 2014.

*	Filed herewith.

EX-99.1

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended September 30, 2014

Boston Properties, Inc.

Third 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: 601 Lexington Avenue; right corner, 599 Lexington Avenue, New York, NY)

Boston Properties, Inc.

Third 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 five 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 32 individuals averages 30 years of real estate experience and nineteen 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 are 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 or pare from the portfolio 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 September 30, 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)		172
Total Square Feet (includes unconsolidated joint ventures and structured parking)		62.1 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)		171.1 million
Dividend - Quarter/Annualized		$0.65/$2.60
Dividend Yield		2.25%
Total Adjusted Market Capitalization (1)		$29.9 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB+ (Fitch); A- (S&P)

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

Boston Properties, Inc.

Third 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 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 Ivan G. Seidenberg Lead Independent Director 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 Lori W. Silverstein Vice President, Controller
Company Information
Corporate Headquarters	Trading Symbol	Investor Relations	Inquires

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


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

	Q3 2014			Q2 2014			Q1 2014			Q4 2013			Q3 2013
High Closing Price	$	123.41		$	121.95		$	114.53		$	109.64		$	111.35
Low Closing Price	$	113.66		$	114.45		$	100.39		$	98.46		$	98.27
Average Closing Price	$	119.60		$	118.07		$	109.07		$	103.44		$	105.81
Closing Price, at the end of the quarter	$	115.76		$	118.18		$	114.53		$	100.37		$	106.90
Dividends per share	$	0.65		$	0.65		$	0.65		$	0.65		$	0.65
Special dividends per share		—			—			—		$	2.25			—

Total dividends	$	0.65		$	0.65		$	0.65		$	2.90		$	0.65

Closing dividend yield - annualized (1)		2.25	%		2.20	%		2.27	%		2.59	%		2.43	%
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)		171,062			171,063			171,029			170,896			170,897
Closing market value of outstanding shares and units (thousands)	$	20,004,159		$	20,434,232		$	19,805,957		$	17,370,837		$	18,486,904

(1)

Excludes the special dividend of $2.25 per share paid on January 29, 2014 to shareholders of record as of the close of business on December 31, 2013.

(2)

For additional detail, see page 12.


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

Fourth Quarter, 2014		Tentatively January 27, 2015
First Quarter, 2015		Tentatively April 28, 2015
Second Quarter, 2015		Tentatively July 28, 2015

Boston Properties, Inc.

Third Quarter 2014

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage	Rating Agencies
Lucy Moore	Omotayo Okusanya / Charles Croson	Scott Frost	Stephen Boyd
Argus Research Company	Jefferies & Co.	Bank of America Merrill Lynch	Fitch Ratings
646.747.5456	212.336.7076 / 917.421.1943	646.855.8078	212.908.9153

Jeffrey Spector / Jamie Feldman	Anthony Paolone	Thomas Cook	Chris Wimmer
Bank of America Merrill Lynch	J.P. Morgan Securities	Citi Investment Research	Moody’s Investors Service
212.449.6329 / 212.449.6339	212.622.6682	212.723.1112	212.553.2947

Ross Smotrich	Jordan Sadler / Austin Wurschmidt	John Giordano	Lisa Sarajian
Barclays Capital	KeyBanc Capital Markets	Credit Suisse Securities	Standard & Poor’s
212.526.2306	917.368.2280 / 917.368.2311	212.538.4935	212.438.2597

David Toti / Evan Smith	Vance Edelson	Ron Perotta
Cantor Fitzgerald	Morgan Stanley	Goldman Sachs
212.829.5224 / 215.915.1220	212.761.4000	212.702.7885

Thomas Lesnick	Rich Moore / Mike Carroll	Mark Streeter
Capital One Securities	RBC Capital Markets	J.P. Morgan Securities
504.528.9174	440.715.2646 / 440.715.2649	212.834.5086

Michael Bilerman / Emmanuel Korchman	David Rodgers / Matthew Spencer	Thierry Perrein / Jason Jones
Citigroup Global Markets	RW Baird	Wells Fargo
212.816.1383 / 212.816.1382	216.737.7341 / 414.298.5053	704.715.8455 / 704.715.7932

James Sullivan / Tom Catherwood	Alexander Goldfarb / Andrew Schaffer
Cowen and Company	Sandler O’Neill & Partners
646.562.1380 / 646.562.1382	212.466.7937 / 212.466.8062

Vincent Chao / Venkat Kommineni	John Guinee / Erin Aslakson
Deutsche Bank Securities	Stifel, Nicolaus & Company
212.250.6799 / 212.250.6090	443.224.1307 / 443.224.1350

Brad Burke	Michael Lewis
Goldman Sachs	SunTrust Robinson Humphrey
917.343.2082	212.319.5659

Michael Knott / Jed Reagan	Ross Nussbaum / Nick Yulico
Green Street Advisors	UBS Securities
949.640.8780	212.713.2484 / 212.713.3402

Steve Sakwa / Gabe Hilmoe	Brendan Maiorana
ISI Group	Wells Fargo Securities
212.446.9462 / 212.446.9459	804.649.2311

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

Boston Properties, Inc.

Third Quarter 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
	30-Sep-14			30-Jun-14			31-Mar-14			31-Dec-13			30-Sep-13
Selected Items:

Revenue	$	618,803		$	589,794		$	574,694		$	576,199		$	571,481
Straight-line rent (1)	$	18,281		$	10,672		$	8,140		$	15,936		$	14,837
Fair value lease revenue (1) (2)	$	9,207		$	7,425		$	7,501		$	7,202		$	7,073
Revenue from residential properties	$	7,018		$	6,298		$	5,682		$	5,606		$	5,493
Company share of funds from operations from unconsolidated joint ventures	$	9,518		$	7,820		$	7,400		$	7,467		$	7,951
Lease termination fees (1) (3)	$	9,878		$	1,027		$	1,119		$	664		$	1,380
Ground rent expense (4)	$	4,986		$	4,984		$	4,986		$	5,004		$	5,016
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment	$	—		$	—		$	2,438		$	4,971		$	4,888
Fair value interest adjustment (1)	$	7,694		$	7,630		$	7,583		$	7,512		$	7,491
Capitalized interest	$	12,223		$	14,877		$	17,709		$	17,900		$	17,398
Capitalized wages	$	3,403		$	4,103		$	3,547		$	4,113		$	3,147
Operating Margins [(rental revenue - rental expense)/rental revenue] (5)		66.2	%		66.5	%		65.1	%		66.3	%		66.2	%
Gains (losses) from early extinguishments of debt	$	—		$	—		$	—		$	—		$	(30	)
Net income attributable to Boston Properties, Inc. common shareholders	$	127,724		$	76,527		$	54,034		$	88,719		$	152,677
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	223,403		$	207,010		$	183,844		$	197,605		$	197,859
FFO per share - diluted	$	1.46		$	1.35		$	1.20		$	1.29		$	1.29
Net income attributable to Boston Properties, Inc. per share - basic	$	0.83		$	0.50		$	0.35		$	0.58		$	1.00
Net income attributable to Boston Properties, Inc. per share - diluted	$	0.83		$	0.50		$	0.35		$	0.58		$	1.00
Dividends per common share (6)	$	0.65		$	0.65		$	0.65		$	2.90		$	0.65
Funds available for distribution to common shareholders and common unitholders (FAD) (7)	$	169,492		$	182,940		$	166,782		$	159,466		$	152,714

Ratios:

Interest Coverage Ratio (excluding capitalized interest) - cash basis (8)		3.13			3.12			2.96			2.93			2.87
Interest Coverage Ratio (including capitalized interest) - cash basis (8)		2.83			2.76			2.56			2.55			2.51
FFO Payout Ratio (9)		44.52	%		48.15	%		54.17	%		50.39	%		50.39	%
FAD Payout Ratio (10)		65.65	%		60.66	%		66.36	%		69.35	%		72.23	%

Balance Sheet Items:

Above-market rents (included within Prepaid Expenses and Other Assets)	$	86,609		$	92,598		$	98,555		$	104,618		$	110,993
Below-market rents (included within Other Liabilities)	$	266,681		$	284,726		$	300,292		$	315,953		$	331,606
Accrued ground rent expense (included within Other Liabilities)	$	54,448		$	52,779		$	51,071		$	49,324		$	47,539
Accrued interest payable on outside members’ notes payable (included within Accrued Interest Payable)	$	81,372		$	78,270		$	77,304		$	76,364		$	74,459

	30-Sep-14			30-Jun-14			31-Mar-14			31-Dec-13			30-Sep-13
Capitalization:
Common Stock Price @ Quarter End	$	115.76		$	118.18		$	114.53		$	100.37		$	106.90
Equity Value @ Quarter End	$	20,004,159		$	20,434,232		$	19,805,957		$	17,370,837		$	18,486,904
Total Consolidated Debt	$	10,475,750		$	10,558,609		$	10,577,135		$	11,341,508		$	11,354,369
Total Consolidated Market Capitalization	$	30,479,909		$	30,992,841		$	30,383,092		$	28,712,345		$	29,841,273
Total Consolidated Debt/Total Consolidated Market Capitalization (11)		34.37	%		34.07	%		34.81	%		39.50	%		38.05	%
BXP’s Share of Unconsolidated Joint Venture Debt	$	331,765		$	328,711		$	328,869		$	329,188		$	328,373
Less:
Partners’ Share of Consolidated Debt	$	867,377		$	872,839		$	878,265		$	883,655		$	889,008
Total Adjusted Debt	$	9,940,138		$	10,014,481		$	10,027,739		$	10,787,041		$	10,793,734
Total Adjusted Market Capitalization (12)	$	29,944,297		$	30,448,713		$	29,833,696		$	28,157,878		$	29,280,638
Total Adjusted Debt/Total Adjusted Market Capitalization (12) (13)		33.20	%		32.89	%		33.61	%		38.31	%		36.86	%

(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 the three months ended September 30, 2014, includes an initial distribution received by the Company from its unsecured creditor claim against Lehman Brothers, Inc. totaling approximately $7.7 million.

(4)	Includes non-cash straight-line adjustments to ground rent. See page 11 for the straight-line adjustments to the ground rent expense.

(5)

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 $18,172, $17,003, $15,996, $15,473 and $17,524 for the three months ended September 30, 2014, June 30, 2014, March 31, 2014, December 31, 2013 and September 30, 2013, respectively.

(6)	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.

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

(8)	For additional detail, see page 11.

(9)	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 to shareholders of record as of the close of business on December 31, 2013.

(10)

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 to shareholders of record as of the close of business on December 31, 2013. For additional information, see page 11.

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

(12)	For additional detail, see page 12.

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

Boston Properties, Inc.

Third Quarter 2014

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	30-Sep-14			30-Jun-14			31-Mar-14			31-Dec-13			30-Sep-13
ASSETS
Real estate	$	18,362,993		$	17,680,555		$	17,258,665		$	17,158,210		$	17,105,492
Construction in progress (1)		715,609			1,309,781			1,564,821			1,523,179			1,502,017
Land held for future development		276,804			273,587			300,498			297,376			295,370
Less accumulated depreciation		(3,469,130	)		(3,368,974	)		(3,263,208	)		(3,161,571	)		(3,076,280	)

Total real estate		15,886,276			15,894,949			15,860,776			15,817,194			15,826,599
Cash and cash equivalents		846,664			1,036,576			1,179,573			2,365,137			1,641,275
Cash held in escrows (2)		153,161			59,248			54,240			57,201			53,499
Marketable securities		18,834			18,927			18,026			16,641			15,377
Tenant and other receivables, net		43,210			51,348			37,812			59,464			55,393
Accrued rental income, net		689,885			673,587			661,730			651,603			641,041
Deferred charges, net		837,907			853,924			861,567			884,450			918,798
Prepaid expenses and other assets		219,074			133,035			178,488			184,477			238,688
Investments in unconsolidated joint ventures		180,149			176,939			127,356			126,084			129,038

Total assets	$	18,875,160		$	18,898,533		$	18,979,568		$	20,162,251		$	19,519,708


LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	4,328,464		$	4,411,453		$	4,430,110		$	4,449,734		$	4,468,069
Unsecured senior notes, net of discount		5,837,172			5,836,729			5,836,290			5,835,854			5,835,424
Unsecured exchangeable senior notes, net of discount		—			—			—			744,880			739,536
Unsecured line of credit		—			—			—			—			—
Mezzanine notes payable		310,114			310,427			310,735			311,040			311,340
Outside members’ notes payable		180,000			180,000			180,000			180,000			180,000
Accounts payable and accrued expenses		253,600			216,080			218,028			202,470			215,778
Dividends and distributions payable		112,708			112,420			114,799			497,242			112,470
Accrued interest payable		181,954			156,024			178,651			167,523			181,310
Other liabilities		517,428			539,716			556,772			578,969			567,464

Total liabilities		11,721,440			11,762,849			11,825,385			12,967,712			12,611,391

Commitments and contingencies		—			—			—			—			—

Noncontrolling interests:
Redeemable preferred units of the Operating Partnership		2,022			18,006			51,312			51,312			67,806

Redeemable interest in property partnership		104,105			103,778			100,327			99,609			98,649

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, 153,099,786, 153,092,574, 153,017,311, 152,983,101 and 152,390,595 outstanding, respectively		1,531			1,531			1,530			1,530			1,524
Additional paid-in capital		5,684,649			5,679,578			5,668,230			5,662,453			5,250,174
Earnings (dividends) in excess of dividends (earnings)		(148,566	)		(176,929	)		(153,979	)		(108,552	)		246,206
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(9,866	)		(10,429	)		(10,989	)		(11,556	)		(12,122	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,725,026			5,691,029			5,702,070			5,741,153			5,683,060
Noncontrolling interests:
Common units of the Operating Partnership		606,002			601,775			575,381			576,333			577,173
Property partnerships		716,565			721,096			725,093			726,132			481,629

Total equity		7,047,593			7,013,900			7,002,544			7,043,618			6,741,862

Total liabilities and equity	$	18,875,160		$	18,898,533		$	18,979,568		$	20,162,251		$	19,519,708

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

(2)	At September 30, 2014, cash held in escrows includes approximately $90.2 million of proceeds from the sale of the Company’s Mountain View properties that is being held for possible investment in a like kind exchange in accordance with Section 1031 of the Internal Revenue Code.

Boston Properties, Inc.

Third Quarter 2014

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Sep-14			30-Jun-14			31-Mar-14			31-Dec-13			30-Sep-13
Revenue
Rental
Base Rent	$	484,071		$	463,239		$	455,018		$	453,538		$	449,636
Recoveries from tenants		90,103			81,382			81,934			79,586			80,718
Parking and other		26,236			26,300			24,333			25,174			25,000

Total rental revenue		600,410			570,921			561,285			558,298			555,354
Hotel revenue		11,918			12,367			8,193			10,269			10,652
Development and management services		6,475			6,506			5,216			7,632			5,475

Total revenue		618,803			589,794			574,694			576,199			571,481

Expenses
Operating		114,116			110,239			114,455			108,147			108,668
Real estate taxes		101,063			92,407			91,933			90,441			90,620
Hotel operating		7,585			7,315			6,797			7,488			6,580
General and administrative (1)		22,589			23,271			29,905			20,656			24,841
Transaction costs		1,402			661			437			—			766
Depreciation and amortization		157,245			154,628			154,270			154,475			153,253

Total expenses		404,000			388,521			397,797			381,207			384,728

Operating income		214,803			201,273			176,897			194,992			186,753
Other income (expense)
Income from unconsolidated joint ventures (2)		4,419			2,834			2,816			2,834			14,736
Gains on consolidation of joint ventures (3)		—			—			—			—			(1,810	)
Interest and other income		3,421			2,109			1,311			1,664			3,879
Gains (losses) from investments in securities (1)		(297	)		662			286			1,039			956
Interest expense (4)		(113,308	)		(110,977	)		(113,554	)		(121,134	)		(122,173	)
Gains (losses) from early extinguishments of debt		—			—			—			—			(30	)

Income from continuing operations		109,038			95,901			67,756			79,395			82,311
Gains on sales of real estate (5)		41,937			—			—			—			—
Discontinued operations
Income from discontinued operations		—			—			—			536			1,677
Gains on sales of real estate from discontinued operations		—			—			—			26,381			86,448

Net income		150,975			95,901			67,756			106,312			170,436
Net income attributable to noncontrolling interests
Noncontrolling interest in property partnerships		(5,566	)		(7,553	)		(4,354	)		(2,271	)		3,279
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(75	)		(320	)		(619	)		(2,661	)		(1,082	)
Noncontrolling interest - common units of the Operating Partnership (6)		(14,963	)		(8,883	)		(6,160	)		(7,302	)		(8,339	)
Noncontrolling interest in discontinued operations - common units of the Operating Partnership (6)		—			—			—			(2,713	)		(8,970	)

Net income attributable to Boston Properties, Inc.		130,371			79,145			56,623			91,365			155,324
Preferred dividends		(2,647	)		(2,618	)		(2,589	)		(2,646	)		(2,647	)

Net income attributable to Boston Properties, Inc. common shareholders	$	127,724		$	76,527		$	54,034		$	88,719		$	152,677


INCOME PER SHARE OF COMMON STOCK (EPS)
Net income attributable to Boston Properties, Inc. per share - basic	$	0.83		$	0.50		$	0.35		$	0.58		$	1.00

Net income attributable to Boston Properties, Inc. per share - diluted	$	0.83		$	0.50		$	0.35		$	0.58		$	1.00

(1)

Gains (losses) from investments in securities includes $(297), $662, $286, $1,039 and $956 and general and administrative expense includes $297, $(662), $(306), $(1,055) and $(941) for the three months ended September 30, 2014, June 30, 2014, March 31, 2014, December 31, 2013 and September 30, 2013, respectively, related to the Company’s deferred compensation plan.

(2)	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.

(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 (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.

(4)

For the three months ended September 30, 2014, June 30, 2014, March 31, 2014, December 31, 2013 and September 30, 2013, interest expense includes $7,102, $6,965, $6,940, $6,906 and $6,873, 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.

(5)	See page 45 for additional information.

(6)

Equals noncontrolling interest—common units of the Operating Partnership’s share of 10.34%, 10.16%, 9.90%, 9.89% and 9.94% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended September 30, 2014, June 30, 2014, March 31, 2014, December 31, 2013 and September 30, 2013, respectively.

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

Boston Properties, Inc.

Third Quarter 2014

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Sep-14		30-Jun-14		31-Mar-14		31-Dec-13		30-Sep-13
Net income attributable to Boston Properties, Inc. common shareholders	$	127,724	$	76,527	$	54,034	$	88,719	$	152,677
Add:
Preferred dividends		2,647		2,618		2,589		2,646		2,647
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—		—		—		2,713		8,970
Noncontrolling interest - common units of the Operating Partnership		14,963		8,883		6,160		7,302		8,339
Noncontrolling interest - redeemable preferred units of the Operating Partnership		75		320		619		2,661		1,082
Noncontrolling interests in property partnerships		5,566		7,553		4,354		2,271		(3,279	)
Less:
Gains on sales of real estate		41,937		—		—		—		—
Income from discontinued operations		—		—		—		536		1,677
Gains on sales of real estate from discontinued operations		—		—		—		26,381		86,448

Income from continuing operations		109,038		95,901		67,756		79,395		82,311
Add:
Real estate depreciation and amortization (1)		162,012		159,272		158,514		159,706		158,274
Income from discontinued operations		—		—		—		536		1,677
Less:
Gains on sales of real estate included within income from unconsolidated joint ventures (2)		—		—		—		—		11,174
Gains on consolidation of joint ventures (3)		—		—		—		—		(1,810	)
Noncontrolling interests in property partnerships’ share of funds from operations		19,150		21,825		19,023		16,994		9,462
Noncontrolling interest - redeemable preferred units of the Operating Partnership (4)		75		320		619		694		1,082
Preferred dividends		2,647		2,618		2,589		2,646		2,647

Funds from operations (FFO) attributable to the Operating Partnership		249,178		230,410		204,039		219,303		219,707
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		25,775		23,400		20,195		21,698		21,848

FFO attributable to Boston Properties, Inc. (5)	$	223,403	$	207,010	$	183,844	$	197,605	$	197,859

FFO per share - basic	$	1.46	$	1.35	$	1.20	$	1.29	$	1.30

Weighted average shares outstanding - basic		153,120		153,078		153,030		152,798		152,407

FFO per share - diluted	$	1.46	$	1.35	$	1.20	$	1.29	$	1.29

Weighted average shares outstanding - diluted		153,273		153,623		154,043		153,900		153,999

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $157,245, $154,628, $154,270, $154,475 and $153,253, our share of unconsolidated joint venture real estate depreciation and amortization of $5,099, $4,986, $4,584, $4,633 and $4,389, and depreciation and amortization from discontinued operations of $0, $0, $0, $934 and $940, less corporate related depreciation of $332, $342, $340, $336 and $308 for the three months ended September 30, 2014, June 30, 2014, March 31, 2014, December 31, 2013 and September 30, 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.

(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.

(4)	For the three months ended December 31, 2013, excludes approximately $2.0 million 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 $2.25 per share special dividend.

(5)	Based on weighted average basic shares for the quarter. The Company’s share for the quarter ended September 30, 2014, June 30, 2014, March 31, 2014, December 31, 2013 and September 30, 2013 was 89.66%, 89.84%, 90.10%, 90.11% and 90.06%, respectively.

Boston Properties, Inc.

Third Quarter 2014

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	September 30, 2014				June 30, 2014				March 31, 2014				December 31, 2013				September 30, 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	$	249,178		170,785	$	230,410		170,382	$	204,039		169,841	$	219,303		169,576	$	219,707		169,236
Effect of Dilutive Securities
Convertible Preferred Units (1)		—		—		230		385		530		874		603		968		850		1,307
Stock based compensation		—		153		—		160		—		139		—		134		—		285


Diluted FFO	$	249,178		170,938	$	230,640		170,927	$	204,569		170,854	$	219,906		170,678	$	220,557		170,828

Less:
Noncontrolling interest—common units of the Operating Partnership’s share of diluted funds from operations
		25,751		17,665		23,349		17,304		20,128		16,811		21,617		16,778		21,728		16,829


Company’s share of diluted FFO (2)	$	223,427		153,273	$	207,291		153,623	$	184,441		154,043	$	198,289		153,900	$	198,829		153,999


FFO per share - basic	$	1.46			$	1.35			$	1.20			$	1.29			$	1.30


FFO per share - diluted	$	1.46			$	1.35			$	1.20			$	1.29			$	1.29

(1)	For the three months ended December 31, 2013, excludes approximately $2.0 million 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 $2.25 per share special dividend.

(2)	Based on weighted average diluted shares for the quarter. The Company’s share for the quarter ended September 30, 2014, June 30, 2014, March 31, 2014, December 31, 2013 and September 30, 2013 was 89.67%, 89.88%, 90.16%, 90.17% and 90.15%, respectively.

Boston Properties, Inc.

Third Quarter 2014

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	30-Sep-14			30-Jun-14			31-Mar-14			31-Dec-13			30-Sep-13
Basic FFO (see page 9)	$	249,178		$	230,410		$	204,039		$	219,303		$	219,707
2nd generation tenant improvements and leasing commissions		(47,649	)		(22,690	)		(25,336	)		(28,132	)		(46,722	)
Straight-line rent (1)		(18,281	)		(10,672	)		(8,140	)		(15,936	)		(14,837	)
Lease transaction costs which qualify as rent inducements (2)		1,516			1,605			2,849			4,904			2,429
Recurring capital expenditures		(12,691	)		(9,654	)		(7,694	)		(19,913	)		(11,839	)
Fair value interest adjustment (1)		(7,694	)		(7,630	)		(7,583	)		(7,512	)		(7,491	)
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment		—			—			2,438			4,971			4,888
Fair value lease revenue (1) (3)		(9,207	)		(7,425	)		(7,501	)		(7,202	)		(7,073	)
Hotel improvements, equipment upgrades and replacements		(514	)		(495	)		(1,557	)		(715	)		(206	)
Straight-line ground rent expense adjustment (4)		1,669			1,708			1,747			1,785			1,785
Non real estate depreciation		332			342			340			336			308
Stock-based compensation		5,809			6,519			10,380			6,154			6,537
Non-cash (gains) from early extinguishments of debt		—			—			—			—			—
Non-cash termination adjustment (including fair value lease amounts)		431			118			—			—			999
Partners’ share of consolidated and unconsolidated joint venture 2nd generation tenant improvement and leasing commissions		6,593			804			2,800			1,423			4,229

Funds available for distribution to common shareholders and common unitholders (FAD)	$	169,492		$	182,940		$	166,782		$	159,466		$	152,714


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

	Three Months Ended
	30-Sep-14			30-Jun-14			31-Mar-14			31-Dec-13			30-Sep-13
Income from continuing operations	$	109,038		$	95,901		$	67,756		$	79,395		$	82,311
Interest expense		113,308			110,977			113,554			121,134			122,173
Depreciation and amortization expense		157,245			154,628			154,270			154,475			153,253
Depreciation and amortization expense from unconsolidated joint ventures		5,099			4,986			4,584			4,633			4,389
Gains on sales of real estate included within income from unconsolidated joint ventures		—			—			—			—			(11,174	)
Gains on consolidation of joint ventures		—			—			—			—			1,810
Depreciation and amortization expense—discontinued operations		—			—			—			934			940
Income from discontinued operations		—			—			—			536			1,677
Non-cash (gains) from early extinguishments of debt		—			—			—			—			—
Non-cash termination adjustment (including fair value lease amounts)		431			118			—			—			999
Stock-based compensation		5,809			6,519			10,380			6,154			6,537
Straight-line ground rent expense adjustment (4)		1,669			1,708			1,747			1,785			1,785
Straight-line rent (1)		(18,281	)		(10,672	)		(8,140	)		(15,936	)		(14,837	)
Lease transaction costs which qualify as rent inducements (2)		1,516			1,605			2,849			4,904			2,429
Fair value lease revenue (1) (3)		(9,207	)		(7,425	)		(7,501	)		(7,202	)		(7,073	)

Subtotal		366,627			358,345			339,499			350,812			345,219

*Excluding Capitalized Interest*
Divided by:

Adjusted interest expense (5) (6) (7) (8)		117,147			114,852			114,824			119,569			120,166

Interest Coverage Ratio		3.13			3.12			2.96			2.93			2.87

*Including Capitalized Interest*
Divided by:

Adjusted interest expense (5) (6) (7) (8) (9)		129,370			129,723			132,533			137,469			137,564
Interest Coverage Ratio		2.83			2.76			2.56			2.55			2.51

(1)	Includes the Company’s share of consolidated and unconsolidated joint venture amounts.

(2)	Consists of lease transaction costs which qualify as rent inducements in accordance with GAAP. Lease transaction costs are generally included in 2nd generation tenant improvements and leasing commissions.

(3)	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.

(4)	For additional information, see page 6.

(5)	Excludes the impact of the ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment of $0, $0, $2,438, $4,971 and $4,888 for the three months ended September 30, 2014, June 30, 2014, March 31, 2014, December 31, 2013 and September 30, 2013, respectively.

(6)	Excludes amortization of financing costs of $1,908, $1,913, $2,026, $2,259 and $2,779 for the three months ended September 30, 2014, June 30, 2014, March 31, 2014, December 31, 2013 and September 30, 2013, respectively.

(7)

Excludes interest expense of $7,102, $6,965, $6,940, $6,906 and $6,873 for the three months ended September 30, 2014, June 30, 2014, March 31, 2014, December 31, 2013 and September 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.

(8)	Excludes fair value interest adjustment of $12,849, $12,753, $12,674, $12,571 and $12,533 for the three months ended September 30, 2014, June 30, 2014, March 31, 2014, December 31, 2013 and September 30, 2013, respectively.

(9)	Includes capitalized interest of $12,223, $14,877, $17,709, $17,900 and $17,398 for the three months ended September 30, 2014, June 30, 2014, March 31, 2014, December 31, 2013 and September 30, 2013, respectively.

Boston Properties, Inc.

Third Quarter 2014

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal
	September 30, 2014
Mortgage Notes Payable	$	4,176,501
Mezzanine Notes Payable		306,000
Unsecured Line of Credit		—
Unsecured Senior Notes, at face value		5,850,000

Total Debt		10,332,501
Fair Value Adjustment on Mortgage Notes Payable		151,963
Fair Value Adjustment on Mezzanine Notes Payable		4,114
Discount on Unsecured Senior Notes		(12,828	)

Total Consolidated Debt	$	10,475,750


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	$	1,907		$	2,724		$	1,789		$	1,224		$	4,276		$	490		$	279		$	99		$	40		$	12,828

Unsecured Senior Notes, net of discount	$	698,093		$	497,276		$	998,211		$	848,776		$	845,724		$	699,510		$	699,721		$	249,901		$	299,960		$	5,837,172

Equity

(in thousands)


	Shares/Units		Common
	Outstanding		Stock			Equivalent
	as of 09/30/2014		Equivalents			Value (1)
Common Stock		153,100		153,100	(2)	$	17,722,856
Common Operating Partnership Units		17,962		17,962	(3)		2,079,281
Series Four Preferred Operating Partnership Units		40		—			2,022	(4)
5.25% Series B Cumulative Redeemable Preferred Stock		80		—			200,000	(5)

Total Equity				171,062		$	20,004,159

Total Consolidated Debt						$	10,475,750

Total Consolidated Market Capitalization						$	30,479,909

BXP’s share of Unconsolidated Joint Venture Debt						$	331,765
Less:
Partners’ Share of Consolidated Debt						$	867,377
Total Adjusted Debt (6)						$	9,940,138

Total Adjusted Market Capitalization (6)						$	29,944,297

(1)

Values based on September 30, 2014 closing price of $115.76 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 5 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 6 below).

(2)	Includes 59,608 shares of restricted stock.

(3)	Includes 1,505,386 long-term incentive plan units, but excludes an aggregate of 1,193,119 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 1,588,100 Series Four Preferred Units to the contributors 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 366,573 Series Four Preferred Units for cash totaling approximately $18.3 million. On August 29, 2013, the Company’s Operating Partnership redeemed 861,400 Series Four Preferred Units for cash totaling approximately $43.1 million. On July 3, 2014, the Company’s Operating Partnership redeemed 319,687 Series Four Preferred Units for cash totaling approximately $16.0 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 the Company’s 5.25% Series B Cumulative Redeemable Preferred Stock, issued at a price of $2,500.00 per share ($25.00 per depositary share). 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.

Third Quarter 2014

DEBT ANALYSIS (1)

Debt Maturities and Principal Payments

as of September 30, 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	$	5,730		$	26,182		$	608,879		$	2,821,750		$	18,633		$	695,327		$	4,176,501
Fair Value Adjustment		13,251			53,888			50,632			34,192			—			—			151,963

Mortgage Notes Payable		18,981			80,070			659,511			2,855,942			18,633			695,327			4,328,464

Mezzanine Notes Payable		—			—			—			306,000			—			—			306,000
Fair Value Adjustment		318			1,314			1,389			1,093			—			—			4,114

		318			1,314			1,389			307,093			—			—			310,114

Unsecured Senior Notes, Face Amount		—			550,000			—			—			850,000			4,450,000			5,850,000
Discount Amortization		(490	)		(1,686	)		(1,681	)		(1,749	)		(1,774	)		(5,448	)		(12,828	)

Unsecured Senior Notes		(490	)		548,314			(1,681	)		(1,749	)		848,226			4,444,552			5,837,172

Total Fixed Debt	$	18,809		$	629,698		$	659,219		$	3,161,286		$	866,859		$	5,139,879		$	10,475,750

Total Consolidated Debt	$	18,809		$	629,698		$	659,219		$	3,161,286		$	866,859		$	5,139,879		$	10,475,750

GAAP Weighted Average Floating Rate Debt		—			—			—			—			—			—			—
GAAP Weighted Average Fixed Rate Debt		5.66	%		5.48	%		5.31	%		4.06	%		3.89	%		4.59	%		4.46	%

Total GAAP Weighted Average Rate		5.66	%		5.48	%		5.31	%		4.06	%		3.89	%		4.59	%		4.46	%

Total Stated Weighted Average Rate		5.64	%		5.40	%		6.43	%		5.76	%		3.77	%		4.51	%		5.00	%

Unsecured Debt

Unsecured Line of Credit - Matures July 26, 2018

(in thousands)


	Outstanding		Letters of		Remaining Capacity
Facility	at 09/30/2014		Credit		at 09/30/2014
$1,000,000	$	—	$	15,756	$	984,244

Unsecured and Secured Debt Analysis


				Stated Weighted			GAAP Weighted			Weighted Average
	% of Total Debt			Average Rate			Average Rate			Maturity
Unsecured Debt		44.28	%		4.44	%		4.52	%		6.3 years
Secured Debt		55.72	%		5.72	%		4.38	%		3.4 years

Total Consolidated Debt		100.00	%		5.00	%		4.46	%		5.0 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	%		5.00	%		4.46	%		5.0 years

Total Consolidated Debt		100.00	%		5.00	%		4.46	%		5.0 years

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

Boston Properties, Inc.

Third Quarter 2014

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

as of September 30, 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)
599 Lexington Avenue		—			—			—			750,000			—			—			750,000
601 Lexington Avenue		2,881			11,870			12,447			13,051			13,684			659,880			713,813
John Hancock Tower and Garage		—			—			—			640,500			—			—			640,500	(2)
Embarcadero Center Four		1,395			5,794			348,886			—			—			—			356,075
Fountain Square (50% ownership)		—			—			211,250			—			—			—			211,250	(2)
505 9th Street (50% ownership)		624			2,585			2,737			113,596			—			—			119,542
New Dominion Technology Park, Building One		—			2,481			2,672			2,878			3,100			29,843			40,974
Kingstowne Two and Retail		470			1,950			29,277			—			—			—			31,697	(2)
University Place		360			1,502			1,610			1,725			1,849			5,604			12,650

		5,730			26,182			608,879			2,821,750			18,633			695,327			4,176,501


Aggregate Fair Value Adjustments		13,251			53,888			50,632			34,192			—			—			151,963

		18,981			80,070			659,511			2,855,942			18,633			695,327			4,328,464


Mezzanine Notes Payable (associated with 767 Fifth Avenue (The General Motors Building))(60% ownership)		—			—			—			306,000			—			—			306,000
Fair Value Adjustment		318			1,314			1,389			1,093			—			—			4,114

		318			1,314			1,389			307,093			—			—			310,114


Unsecured Senior Notes, Face Amount		—			550,000			—			—			850,000			4,450,000			5,850,000
Aggregate Discount Amortization		(490	)		(1,686	)		(1,681	)		(1,749	)		(1,774	)		(5,448	)		(12,828	)

		(490	)		548,314			(1,681	)		(1,749	)		848,226			4,444,552			5,837,172

Unsecured Line of Credit		—			—			—			—			—			—			—

	$	18,809		$	629,698		$	659,219		$	3,161,286		$	866,859		$	5,139,879		$	10,475,750


% of Total Consolidated Debt		0.18	%		6.01	%		6.30	%		30.18	%		8.27	%		49.06	%		100.00	%
Balloon Payments	$	—		$	550,000		$	583,782		$	3,107,619			850,000		$	5,083,554		$	10,174,955
Scheduled Principal Amortization	$	5,730		$	26,182		$	25,097		$	20,131		$	18,633		$	61,773		$	157,546

(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 on the Aggregate Fair Value Adjustments line.

Boston Properties, Inc.

Third 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 September 30, 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
		September 30, 2014
Total Assets:
Capitalized Property Value (1)		$	22,311,069		$	22,770,434
Cash and Cash Equivalents			846,664			846,664
Investments in Marketable Securities			18,834			18,834
Undeveloped Land, at Cost (including Joint Venture %)			321,759			321,759
Development in Process, at Cost (including Joint Venture %)			762,123			762,123

Total Assets		$	24,260,449		$	24,719,814

Unencumbered Assets		$	15,651,510		$	15,930,593


Secured Debt (Fixed and Variable)(2)		$	4,176,501		$	4,176,501
Mezzanine Notes Payable(3)			306,000			306,000
Joint Venture Debt			331,765			331,765
Related Party Notes Payable			180,000			180,000
Contingent Liabilities & Letters of Credit			19,063			19,063
Unsecured Debt (4)			5,850,000			5,850,000

Total Outstanding Debt		$	10,863,329		$	10,863,329

Consolidated EBITDA:
Income from Continuing Operations (per Consolidated Income Statement)		$	109,038		$	109,038
Subtract: Income from Unconsolidated Joint Ventures (per Consolidated Income Statement)			(4,419	)		(4,419	)
Add: Interest Expense (per Consolidated Income Statement)			113,308			113,308
Add: Depreciation and Amortization (per Consolidated Income Statement)			157,245			157,245
Add: Losses from Investments in Securities (per Consolidated Income Statement)			297			297

EBITDA			375,469			375,469
Add: Company share of unconsolidated joint venture EBITDA			13,020			13,020

Consolidated EBITDA		$	388,489		$	388,489

Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)		$	113,308		$	113,308
Add: Company share of unconsolidated joint venture interest expense			3,332			3,332
Less: Amortization of financing costs			(1,908	)		(1,908	)
Less: Interest expense funded by construction loan draws			—			—

Adjusted Interest Expense		$	114,732		$	114,732


Covenant Ratios and Related Data	Test	Actual			Actual
Total Outstanding Debt/Total Assets	Less than 60%		44.8	%		43.9	%
Secured Debt/Total Assets	Less than 50%		19.8	%		19.5	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50x		3.39			3.39
Unencumbered Assets/ Unsecured Debt	Greater than 150%		267.5	%		272.3	%

Unencumbered Consolidated EBITDA		$	259,423		$	259,423

Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)			3.97			3.97

% of Unencumbered Consolidated EBITDA to Consolidated EBITDA			66.8	%		66.8	%

# of unencumbered properties			142			142

(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 $151,963.

(3)	Excludes aggregate fair value adjustment of $4,114.

(4)	Excludes aggregate debt discount of $12,828.

Boston Properties, Inc.

Third 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%)	$	303		$	1,257		$	1,332		$	1,410		$	1,493		$	81,909		$	87,704
540 Madison Avenue (60%)		—			—			—			—			72,000			—			72,000
Market Square North (50%)		253			1,043			1,094			1,148			1,205			59,356			64,099
901 New York Avenue (25%)		210			37,590			—			—			—			—			37,800
500 North Capitol Street, N.W. (30%)		—			—			—			—			—			31,500			31,500
Annapolis Junction Building One (50%)		70			279			279			279			19,519			—			20,426	(1)
Annapolis Junction Building Six (50%)		6,956			—			—			—			—			—			6,956	(2)
Annapolis Junction Building Seven (50%)		—			—			7,020			—			—			—			7,020	(3)
Annapolis Junction Building Eight (50%)		—			—			—			4,260			—			—			4,260	(3)

	$	7,792		$	40,169		$	9,725		$	7,097		$	94,217		$	172,765		$	331,765

GAAP Weighted Average Rate		2.33	%		5.25	%		3.11	%		3.28	%		1.98	%		5.20	%		4.12	%

% of Total Debt		2.35	%		12.11	%		2.93	%		2.14	%		28.40	%		52.07	%		100.00	%

Balloon Payments	$	6,956		$	37,590		$	7,020		$	4,260		$	91,519		$	169,918		$	317,263
Scheduled Amortization	$	836		$	2,579		$	2,705		$	2,837		$	2,698		$	2,847		$	14,502

Floating and Fixed Rate Debt Analysis


	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Floating Rate Debt		33.36	%		1.72	%		1.92	%		3.3 years
Fixed Rate Debt		66.64	%		5.17	%		5.22	%		5.2 years

Total Debt		100.00	%		4.02	%		4.12	%		4.6 years

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

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

(2)	On October 24, 2014, the Company extended the loan to November 17, 2015 at a variable rate equal to LIBOR plus 2.25% per annum.

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

Boston Properties, Inc.

Third Quarter 2014

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of September 30, 2014


	540 Madison Avenue			Market Square North			Metropolitan Square			901 New York Avenue			Wisconsin Place (1)			Annapolis Junction (2)			500 North Capitol Street, N.W.			501 K Street			Other Joint Ventures (3)			Total Unconsolidated Joint Ventures
Net Equity (4)	$	70,418		$	(8,540	)	$	8,343		$	(1,436	)	$	46,011		$	24,484		$	(1,467	)	$	41,912		$	424		$	180,149

Mortgage/Construction loans payable (4)	$	72,000		$	64,099		$	87,704		$	37,800		$	—		$	38,662		$	31,500		$	—		$	—		$	331,765

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


*Results of Operations* (unaudited and in thousands)
for the three months ended September 30, 2014
	540 Madison Avenue			Market Square North			Metropolitan Square			901 New York Avenue			Wisconsin Place (1)			Annapolis Junction (2)			500 North Capitol Street, N.W.			501 K Street			Other Joint Ventures (3)			Total Unconsolidated Joint Ventures
REVENUE
Rental (5)	$	6,580		$	5,862		$	8,173		$	9,076		$	1,309		$	3,894		$	3,375		$	58		$	—		$	38,327
Straight-line rent		207			110			10			(460	)		—			(19	)		358			—			—			206
Fair value lease revenue		(71	)		—			—			—			—			—			—			—			—			(71	)
Termination Income		81			—			3,415			—			—			—			—			—			—			3,496

Total revenue		6,797			5,972			11,598			8,616			1,309			3,875			3,733			58			—			41,958

EXPENSES
Operating		3,296			2,356			3,385			3,088			712			1,396			1,280			166			(163	)		15,516

NET OPERATING INCOME		3,501			3,616			8,213			5,528			597			2,479			2,453			(108	)		163			26,442
Interest		558			1,577			2,500			1,991			—			196			1,128			—			—			7,950
Depreciation and amortization		1,842			893			2,245			1,424			1,383			772			870			—			—			9,429

SUBTOTAL		2,400			2,470			4,745			3,415			1,383			968			1,998			—			—			17,379
Gain on sale of real estate		—			—			—			—			—			—			—			—			—			—

NET INCOME/(LOSS)	$	1,101		$	1,146		$	3,468		$	2,113		$	(786	)	$	1,511		$	455		$	(108	)	$	163		$	9,063


BXP’s share of net income/(loss)	$	660		$	573		$	1,768		$	556	(6)	$	(261	)	$	755		$	136		$	(54	)	$	98			4,231
Basis differential (7)		186			(2	)		19			(16	)		(7	)		(1	)		9			—			—			188
Gain on investment		—			—			—			—			—			—			—			—			—			—

Subtotal		846			571			1,787			540	(6)		(268	)		754			145			(54	)		98			4,419
Gain upon consolidation in income statement		—			—			—			—			—			—			—			—			—			—

Income/(loss) from unconsolidated joint ventures	$	846		$	571		$	1,787		$	540	(6)	$	(268	)	$	754		$	145		$	(54	)	$	98		$	4,419
Gain on investment		—			—			—			—			—			—			—						—			—
BXP’s share of depreciation & amortization		974			453			1,172			1,378	(6)		468			391			263						—			5,099

BXP’s share of Funds from Operations (FFO)	$	1,820		$	1,024		$	2,959		$	1,918		$	200		$	1,145		$	408		$	(54	)	$	98		$	9,518

BXP’s share of net operating income/(loss) (5)	$	2,108		$	1,808		$	4,189		$	2,696	(6)	$	199		$	1,240		$	736		$	(54	)	$	98		$	13,020

(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, two properties in development and two undeveloped land parcels.

(3)	Represents Two Grand Central Tower, which was sold on October 25, 2011.

(4)	Represents the Company’s share.

(5)	Includes management services income.

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

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

Boston Properties, Inc.

Third Quarter 2014

CONSOLIDATED JOINT VENTURES

Balance Sheets

(unaudited and in thousands)

as of September 30, 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		Square			Street			Joint Ventures
ASSETS
Real estate, net	$	3,574,666		$	468,247		$	344,709	$	371,355		$	108,783		$	4,867,760
Cash and cash held in escrows		62,346			30,769			14,934		20,398			3,808			132,255
Other assets		113,850			61,729			19		9,149			9,391			194,138

Total assets	$	3,750,862		$	560,745		$	359,662	$	400,902		$	121,982		$	5,194,153

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	1,431,693		$	—		$	—	$	221,766		$	119,542		$	1,773,001
Mezzanine notes payable		310,114			—			—		—			—			310,114
Related party notes payable		180,000			—			—		—			—			180,000
Accrued interest on related party notes		81,372			—			—		—			—			81,372
Other liabilities		219,252			6,317			33,168		10,439			5,625			274,801

Total liabilities		2,222,431			6,317			33,168		232,205			125,167			2,619,288

Equity:
BXP		1,074,058	(1)		304,507			311,150		64,592			(23	)		1,754,284
Redeemable interest in property partnership		—			—			—		104,105			—			104,105
Noncontrolling interests		454,373			249,921			15,344		—			(3,162	)		716,476	(2)

Total equity		1,528,431			554,428			326,494		168,697			(3,185	)		2,574,865

Total liabilities and equity	$	3,750,862		$	560,745		$	359,662	$	400,902		$	121,982		$	5,194,153


*Income Statements*
(unaudited and in thousands) for the three months ended September 30, 2014

BXP’s nominal ownership percentage	60.00%			55.00%			95.00%		50.00%			50.00%
	767 Fifth Avenue (The GM Building)			Times Square Tower			Salesforce Tower		Fountain Square			505 9th Street			Total Consolidated Joint Ventures
REVENUE
Rental income	$	65,914		$	22,558		$	—	$	9,240		$	5,744		$	103,456
Straight-line rent		4,453			316			—		385			37			5,191
Fair value lease revenue		5,738			—			—		(43	)		—			5,695
Parking and other		927			74			—		62			415			1,478

Total revenue		77,032			22,948			—		9,644			6,196			115,820

EXPENSES
Operating		26,084			4,235			—		3,363			2,277			35,959

NET OPERATING INCOME		50,948			18,713			—		6,281			3,919			79,861
Management services income		(340	)		(117	)		—		(2	)		—			(459	)
Interest and other income		(11	)		—			—		(4	)		—			(15	)
Interest		24,156			—			—		3,146			1,763			29,065
Interest other - partner notes		7,102			—			—		—			—			7,102
Fair value interest expense		(10,860	)		—			—		(1,623	)		—			(12,483	)
Depreciation and amortization		28,302			4,109			—		5,099			874			38,384
Other		—			—			—		—			—			—

SUBTOTAL		48,349			3,992			—		6,616			2,637			61,594

NET INCOME/(LOSS)	$	2,599		$	14,721		$	—	$	(335	)	$	1,282		$	18,267

Reconciliation of partners’ noncontrolling interest (NCI)
Add back depreciation & amortization - BXP basis difference	$	—		$	16		$	—	$	5		$	30		$	51
Add back partners’ share of partner loan interest		7,102			—			—		—			—			7,102

Partners’ net income/(loss) before interest allocation		9,701			14,737			—		(330	)		1,312			25,420
Partners’ NCI share of net income		3,880			6,632			—		(166	)		656			11,002
Partners’ share of partner loan interest		(7,102	)		—			—		—			—			(7,102	)
Allocation of management and other fees to non-controlling partner		(567	)		(167	)		—		(113	)		(93	)		(940	)
Accretion and adjustments		—			—			—		2,606	(3)		—			2,606

Partners’ NCI	$	(3,789	)	$	6,465		$	—	$	2,327		$	563		$	5,566

Reconciliation of partners’ share of FFO
Net income/(loss)	$	2,599		$	14,721		$	—	$	(335	)	$	1,282		$	18,267
Add back depreciation & amortization		28,302			4,109			—		5,099			874			38,384

Entity FFO		30,901			18,830			—		4,764			2,156			56,651
Partners’ share of net income/(loss)		1,040			6,624			—		(167	)		641			8,138
Partners’ share of partner loan interest not in partner’s share of entity FFO		(4,261	)		—			—		—			—			(4,261	)
Allocation of management and other fees to non-controlling partner		(567	)		(167	)		—		(113	)		(93	)		(940	)
Partners’ share of depreciation and amortization		11,321			1,849			—		—			437			13,607
Accretion and adjustments		—			—			—		2,606	(3)		—			2,606

Partners’ share FFO	$	7,533		$	8,306		$	—	$	2,326		$	985		$	19,150

Reconciliation of BXP share of FFO
BXP share of net income/(loss) adjusted for partners’ NCI		6,388			8,256			—		(2,662	)(3)		719			12,701
Depreciation & amortization - BXP basis difference		—			16			—		5			30			51
Other adjustment (4)		100			5			—		5			—			110
BXP share of depreciation & amortization		16,981			2,251			—		5,094	(3)		422			24,748

BXP share of FFO	$	23,469		$	10,528		$	—	$	2,442		$	1,171		$	37,610

Unearned portion of capitalized fees (4)	$	1,696		$	10		$	—	$	34		$	—		$	1,740

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

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

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

(4)	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.

Third 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 September 30, 2014 (1) (2)


Geographic Area	Square Feet Office (3)			% of NOI Office (4)			Square Feet Office/ Technical			% of NOI Office/ Technical (4)			Square Feet Total (3)			Square Feet % of Total			% of NOI Residential (4)			% of NOI Hotel (4)			% of NOI Total (4)
Boston		13,253,950			27.4	%		392,530			1.1	%		13,646,480			32.4	%		0.2	%		1.1	%		29.8	%
New York (5)		11,538,586	(6)		39.5	%		—			—			11,538,586	(6)		27.5	%		—			—			39.5	%
San Francisco		5,490,046			10.0	%		570,053			1.1	%		6,060,099			14.4	%		—			—			11.1	%
Washington, DC		10,093,041	(7)		18.3	%		728,551			0.7	%		10,821,592	(7)		25.7	%		0.6	%		—			19.6	%

		40,375,623			95.2	%		1,691,134			2.9	%		42,066,757			100.0	%		0.8	%		1.1	%		100.0	%

% of Total		96.0	%					4.0	%					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		24.6	%		5.2	%		29.8	%
New York (5)		37.1	%		2.4	%		39.5	%
San Francisco		8.4	%		2.7	%		11.1	%
Washington, DC		8.2	%		11.4	%		19.6	%

Total		78.3	%		21.7	%		100.0	%

Hotel Properties


Hotel Properties	Number of		Square
	Rooms		Feet (8)
Boston Marriott Cambridge, Cambridge, MA (9)		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	(10)
Residences on The Avenue, Washington, DC		335		323,050	(11)
The Lofts at Atlantic Wharf, Boston, MA		86		87,097	(12)

Total Residential Properties		780		765,494


*Structured Parking*

	Number of		Square
	Spaces		Feet
Total Structured Parking		45,835		15,671,369

(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 2,200,000 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 1,245,874 square feet at Times Square Tower which is 55% owned by the Company, 1,809,775 square feet at 767 Fifth Avenue (The GM Building) which is 60% owned by the Company and 283,695 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, 406,797 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 Building One 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.

(9)	Formerly Cambridge Center Marriott.

(10)	Includes 26,179 square feet of retail space.

(11)	Includes 49,528 square feet of retail space.

(12)	Includes 9,617 square feet of retail space.

Boston Properties, Inc.

Third Quarter 2014

In-Service Property Listing

as of September 30, 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		1,722,102		97.6	%	$	54.53	Y	CBD
100 Federal Street	CBD Boston MA	1		1,265,411		90.7	%		49.14	N	CBD
800 Boylston Street - The Prudential Center	CBD Boston MA	1		1,228,651		96.3	%		53.13	N	CBD
111 Huntington Avenue - The Prudential Center	CBD Boston MA	1		858,326		97.9	%		59.53	N	CBD
Atlantic Wharf Office	CBD Boston MA	1		793,827		100.0	%		62.36	N	CBD
101 Huntington Avenue - The Prudential Center	CBD Boston MA	1		505,289		32.6	%		45.42	N	CBD
The Shops at the Prudential Center	CBD Boston MA	1		501,597		97.5	%		78.46	N	CBD
Star Market at the Prudential Center	CBD Boston MA	1		57,235		100.0	%		54.33	N	CBD
255 Main Street (formerly One Cambridge Center)	East Cambridge MA	1		215,629		100.0	%		52.98	N	CBD
325 Main Street (formerly Three Cambridge Center)	East Cambridge MA	1		115,061		100.0	%		42.82	N	CBD
90 Broadway (formerly Four Cambridge Center)	East Cambridge MA	1		222,656		97.1	%		48.34	N	CBD
355 Main Street (formerly Five Cambridge Center)	East Cambridge MA	1		264,708		100.0	%		56.09	N	CBD
150 Broadway (formerly Eight Cambridge Center)	East Cambridge MA	1		177,226		100.0	%		46.48	N	CBD
105 Broadway (formerly Ten Cambridge Center)	East Cambridge MA	1		152,664		100.0	%		45.29	N	CBD
145 Broadway (formerly Eleven Cambridge Center)	East Cambridge MA	1		79,616		100.0	%		56.44	N	CBD
300 Binney Street (formerly Seventeen Cambridge Center)	East Cambridge MA	1		195,191		100.0	%		51.03	N	CBD
University Place	Mid-Cambridge MA	1		195,282		100.0	%		42.20	Y	CBD
Bay Colony Corporate Center	Route 128 Mass Turnpike MA	4		993,664		79.2	%		33.73	N	S
Reservoir Place	Route 128 Mass Turnpike MA	1		527,860		90.4	%		35.21	N	S
Reservoir Place North	Route 128 Mass Turnpike MA	1		73,258		100.0	%		31.57	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		300,573		85.1	%		32.82	N	S
77 CityPoint	Route 128 Mass Turnpike MA	1		209,707		82.8	%		46.04	N	S
195 West Street	Route 128 Mass Turnpike MA	1		63,500		100.0	%		39.01	N	S
200 West Street	Route 128 Mass Turnpike MA	1		256,245		96.2	%		32.00	N	S
Weston Corporate Center	Route 128 Mass Turnpike MA	1		356,995		100.0	%		48.06	N	S
Waltham Weston Corporate Center	Route 128 Mass Turnpike MA	1		306,687		93.9	%		32.71	N	S
32 Hartwell Avenue	Route 128 Northwest MA	1		69,154		100.0	%		23.84	N	S
91 Hartwell Avenue	Route 128 Northwest MA	1		120,458		64.2	%		24.64	N	S
92 Hayden Avenue	Route 128 Northwest MA	1		31,100		100.0	%		39.27	N	S
100 Hayden Avenue	Route 128 Northwest MA	1		55,924		100.0	%		39.38	N	S
33 Hayden Avenue	Route 128 Northwest MA	1		80,872		100.0	%		39.69	N	S
Lexington Office Park	Route 128 Northwest MA	2		166,759		84.1	%		26.37	N	S
191 Spring Street	Route 128 Northwest MA	1		158,900		100.0	%		31.19	N	S
181 Spring Street	Route 128 Northwest MA	1		55,793		100.0	%		30.17	N	S
201 Spring Street	Route 128 Northwest MA	1		106,300		100.0	%		35.31	N	S
40 Shattuck Road	Route 128 Northwest MA	1		121,216		86.3	%		21.42	N	S
Quorum Office Park	Route 128 Northwest MA	2		267,527		90.0	%		17.40	N	S

		45		13,253,950		92.0	%	$	47.75

Office/Technical
415 Main Street (formerly Seven Cambridge Center)	East Cambridge MA	1		231,028		100.0	%	$	89.77	N	CBD
250 Binney Street (formerly 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	%	$	75.08

	Total Boston:	49		13,646,480		91.5	%	$	48.40

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

Boston Properties, Inc.

Third Quarter 2014

In-Service Property Listing (continued)

as of September 30, 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		99.7	%	$	89.68	Y	CBD
601 Lexington Avenue	Park Avenue NY	1		1,631,300		99.8	%		90.44	Y	CBD
399 Park Avenue	Park Avenue NY	1		1,710,383		99.0	%		86.56	N	CBD
Times Square Tower (55% ownership)	Times Square NY	1		1,245,874		99.8	%		72.43	N	CBD
(3) 250 West 55th Street	Times Square / West Side NY	1		987,808		53.8	%(4)		79.91	N	CBD
767 Fifth Avenue (The GM Building) (60% ownership)	Plaza District NY	1		1,809,775		98.9	%		140.71	Y	CBD
510 Madison Avenue	Fifth/Madison Avenue NY	1		355,598		79.1	%		113.55	N	CBD
540 Madison Avenue (60% ownership)	Fifth/Madison Avenue NY	1		283,695		84.3	%		106.82	Y	CBD

		8		9,069,561		93.2	%	$	98.13

101 Carnegie Center	Princeton NJ	1		125,468		83.9	%	$	30.73	N	S
104 Carnegie Center	Princeton NJ	1		102,830		86.0	%		32.82	N	S
105 Carnegie Center	Princeton NJ	1		69,955		62.7	%		30.53	N	S
201 Carnegie Center	Princeton NJ	—		6,500		100.0	%		31.82	N	S
202 Carnegie Center	Princeton NJ	1		130,582		94.2	%		34.88	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		151,547		87.6	%		29.83	N	S
214 Carnegie Center	Princeton NJ	1		150,774		74.3	%		33.02	N	S
302 Carnegie Center	Princeton NJ	1		64,926		100.0	%		34.58	N	S
502 Carnegie Center	Princeton NJ	1		121,460		94.9	%		35.53	N	S
504 Carnegie Center	Princeton NJ	1		121,990		100.0	%		32.46	N	S
506 Carnegie Center	Princeton NJ	1		149,110		97.7	%		32.69	N	S
508 Carnegie Center	Princeton NJ	1		133,915		100.0	%		32.80	N	S
510 Carnegie Center	Princeton NJ	1		234,160		100.0	%		32.67	N	S
701 Carnegie Center	Princeton NJ	1		120,000		100.0	%		38.57	N	S

		16		2,054,377		91.8	%	$	32.99

One Tower Center	East Brunswick NJ	1		414,648		33.6	%	$	30.59	N	S

		1		414,648		33.6	%	$	30.59

	Total New York:	25		11,538,586		90.8	%	$	85.51

San Francisco
Office
Embarcadero Center One	CBD San Francisco CA	1		833,438		94.9	%	$	49.24	N	CBD
Embarcadero Center Two	CBD San Francisco CA	1		779,800		98.3	%		54.13	N	CBD
Embarcadero Center Three	CBD San Francisco CA	1		775,063		96.4	%		46.65	N	CBD
Embarcadero Center Four	CBD San Francisco CA	1		934,407		92.1	%		58.32	Y	CBD

		4		3,322,708		95.2	%	$	52.24

(3) 680 Folsom Street	CBD San Francisco CA	2		524,793		91.8	%	$	54.29	N	CBD
611 Gateway	South San Francisco CA	1		260,337		81.2	%		37.27	N	S
601 and 651 Gateway	South San Francisco CA	2		506,280		95.2	%		37.02	N	S
(5) North First Business Park	San Jose CA	5		190,636		100.0	%		15.55	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		141,392		100.0	%		49.39	N	S

		15		2,167,338		74.4	%	$	39.67

Office/Technical
Mountain View Research Park	Mountain View CA	15		540,433		96.6	%	$	35.30	N	S
453 Ravendale Drive	Mountain View CA	1		29,620		100.0	%		20.74	N	S

		16		570,053		96.8	%	$	34.60

	Total San Francisco:	35		6,060,099		87.9	%	$	46.58

(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)	Including leases with future commencement dates, the property is approximately 77% leased.

(5)	Property held for redevelopment.

Boston Properties, Inc.

Third Quarter 2014

In-Service Property Listing (continued)

as of September 30, 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		631,029		92.4	%	$	55.48	N	CBD
500 E Street, S. W.	Southwest Washington DC	1		251,994		100.0	%		45.55	N	CBD
Metropolitan Square (51% ownership)	East End Washington DC	1		589,288		91.0	%		54.98	Y	CBD
Market Square North (50% ownership)	East End Washington DC	1		406,797		94.0	%		60.97	Y	CBD
505 9th Street, N.W. (50% ownership)	East End Washington DC	1		321,943		100.0	%		71.01	Y	CBD
901 New York Avenue (25% ownership)	East End Washington DC	1		539,679		100.0	%		63.99	Y	CBD
2200 Pennsylvania Avenue	CBD Washington DC	1		458,831		98.1	%		83.10	N	CBD
1333 New Hampshire Avenue	CBD Washington DC	1		315,371		94.8	%		52.45	N	CBD
1330 Connecticut Avenue	CBD Washington DC	1		252,136		100.0	%		58.38	N	CBD
Sumner Square	CBD Washington DC	1		208,892		95.8	%		48.76	N	CBD
500 North Capitol (30% ownership)	Capitol Hill Washington DC	1		231,411		90.9	%		62.95	Y	CBD
Annapolis Junction Building One (50% ownership)	Anne Arundel County MD	1		117,599		74.7	%		144.20	Y	S
Annapolis Junction Building Six (50% ownership)	Anne Arundel County MD	1		119,339		48.9	%		28.45	Y	S
2600 Tower Oaks Boulevard	Montgomery County MD	1		179,369		76.5	%		36.22	N	S
Wisconsin Place Office	Montgomery County MD	1		299,186		100.0	%		51.70	N	S
Fountain Square (50% ownership)	Fairfax County VA	2		521,696		96.8	%		43.83	Y	S
Fountain Square Retail (50% ownership)	Fairfax County VA	1		234,339		100.0	%		53.24	Y	S
Democracy Tower	Fairfax County VA	1		259,441		100.0	%		56.37	N	S
Kingstowne One	Fairfax County VA	1		151,483		88.6	%		39.89	N	S
Kingstowne Two	Fairfax County VA	1		156,251		68.5	%		42.32	Y	S
Kingstowne Retail	Fairfax County VA	1		88,288		100.0	%		33.67	Y	S
One Freedom Square	Fairfax County VA	1		432,581		100.0	%		45.13	N	S
Two Freedom Square	Fairfax County VA	1		421,757		99.9	%		42.36	N	S
One Reston Overlook	Fairfax County VA	1		319,519		100.0	%		35.60	N	S
Two Reston Overlook	Fairfax County VA	1		134,615		100.0	%		35.06	N	S
One and Two Discovery Square	Fairfax County VA	2		366,990		100.0	%		42.08	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	%		39.34	N	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	%		51.94	N	S
One and Two Patriots Park	Fairfax County VA	2		523,482		100.0	%		33.60	N	S
Three Patriots Park	Fairfax County VA	1		182,423		100.0	%		35.65	N	S

		38		10,093,041		96.1	%	$	50.99

Office/Technical
7435 Boston Boulevard	Fairfax County VA	1		103,557		92.8	%	$	22.90	N	S
7451 Boston Boulevard	Fairfax County VA	1		45,615		67.4	%		24.20	N	S
7450 Boston Boulevard	Fairfax County VA	1		62,402		100.0	%		20.93	N	S
7374 Boston Boulevard	Fairfax County VA	1		57,321		100.0	%		17.58	N	S
8000 Grainger Court	Fairfax County VA	1		88,775		100.0	%		21.76	N	S
7500 Boston Boulevard	Fairfax County VA	1		79,971		100.0	%		16.14	N	S
7501 Boston Boulevard	Fairfax County VA	1		75,756		100.0	%		28.14	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	%		23.65	N	S
8000 Corporate Court	Fairfax County VA	1		52,539		100.0	%		13.19	N	S
7300 Boston Boulevard	Fairfax County VA	1		32,000		100.0	%		20.00	N	S

		11		728,551		96.9	%	$	19.92


	Total Washington, DC:	49		10,821,592		96.1	%	$	48.88


	Total In-Service Properties:	158		42,066,757		92.0	%	$	58.32

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

Boston Properties, Inc.

Third Quarter 2014

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION

TOP 20 TENANTS BY SQUARE FEET LEASED


					% of
Tenant		Sq. Ft.			Portfolio
1	US Government		2,427,082	(1)(2)		5.96	%
2	Citibank		1,018,432	(3)		2.50	%
3	Bank of America		810,764	(4)		1.99	%
4	Biogen		772,212			1.90	%
5	Wellington Management		707,568			1.74	%
6	Kirkland & Ellis		612,769	(5)		1.50	%
7	Genentech		570,770			1.40	%
8	Ropes & Gray		528,931			1.30	%
9	O’Melveny & Myers		504,902	(6)		1.24	%
10	Weil Gotshal Manges		493,845	(7)		1.21	%
11	Shearman & Sterling		472,808			1.16	%
12	State Street Bank and Trust		408,552			1.00	%
13	Microsoft		382,532			0.94	%
14	Finnegan Henderson Farabow		362,405	(8)		0.89	%
15	Ann Inc. (fka Ann Taylor Corp.)		351,026	(9)		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	(10)		0.73	%

	Total % of Portfolio Square Feet					29.34	%
	Total % of Portfolio Revenue					30.96	%

Notable Signed Deals (11)


Tenant	Property	Sq. Ft.
salesforce.com	Salesforce Tower	714,000
Arnold & Porter	601 Massachusetts Avenue	376,000
Blue Cross and Blue Shield of Massachusetts	101 Huntington Avenue	308,000

(1)	Includes 92,620 & 104,874 square feet of space in properties in which Boston Properties has a 51% & 50% interest, respectively.

(2)	Includes 705,905 square feet from properties sold on October 2, 2014.

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

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

(5)	Includes 221,707 square feet of space in a property in which Boston Properties has a 51% interest.

(6)	Includes 325,750 square feet of space in a property in which Boston Properties has a 55% interest.

(7)	Includes 451,701 square feet of space in a property in which Boston Properties has a 60% interest.

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

(9)	Includes 331,209 square feet of space in a property in which Boston Properties has a 55% interest.

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

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

TENANT DIVERSIFICATION (GROSS RENT)

LOGO

Boston Properties, Inc.

Third 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		823,140	$	35,650,731	$	43.31	$	35,542,310	$	43.18		2.15	%
2015		2,000,570		107,361,876		53.67		108,219,269		54.09		5.22	%
2016		2,713,089		135,339,611		49.88		136,960,900		50.48		7.08	%
2017		3,704,556		238,624,456		64.41		242,675,226		65.51		9.67	%
2018		1,695,198		101,241,442		59.72		105,114,378		62.01		4.42	%
2019		3,632,284		200,841,579		55.29		210,061,334		57.83		9.48	%
2020		3,662,905		222,434,641		60.73		238,254,487		65.05		9.56	%
2021		2,399,080		129,062,135		53.80		144,149,792		60.09		6.26	%
2022		3,672,148		202,171,012		55.06		224,570,502		61.16		9.58	%
2023		868,511		45,809,143		52.74		53,612,301		61.73		2.27	%
Thereafter		9,964,970		613,920,402		61.61		760,877,505		76.36		26.01	%

Occupancy By Location (4)


	CBD						Suburban						Total
Location	30-Sep-14			30-Sep-13			30-Sep-14			30-Sep-13			30-Sep-14			30-Sep-13

Boston		93.2	%		97.4	%		89.7	%		85.6	%		92.0	%		93.1	%
New York (5)		93.2	%		96.4	%		82.0	%		79.7	%		90.8	%		92.5	%
San Francisco		94.8	%		95.3	%		68.9	%		78.5	%		87.0	%		89.8	%
Washington, DC		95.7	%		95.0	%		96.3	%		94.8	%		96.1	%		94.9	%

Total Portfolio		93.8	%		96.3	%		88.7	%		87.6	%		92.0	%		93.0	%

(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 2,200,000 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.

Third 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		248,070	$	4,561,959	$	18.39	$	4,561,959	$	18.39		14.67	%
2015		211,206		5,646,454		26.73		5,737,840		27.17		12.49	%
2016		310,178		22,826,708		73.59		22,905,014		73.84		18.34	%
2017		160,232		5,543,638		34.60		5,804,301		36.22		9.47	%
2018		24,164		991,136		41.02		1,167,113		48.30		1.43	%
2019		313,109		10,333,751		33.00		11,803,438		37.70		18.51	%
2020		79,971		1,291,025		16.14		1,291,025		16.14		4.73	%
2021		109,860		1,700,598		15.48		1,821,372		16.58		6.50	%
2022		—		—		—		—		—		0.00	%
2023		—		—		—		—		—		0.00	%
Thereafter		82,188		1,992,495		24.24		3,755,529		45.69		4.86	%

Occupancy By Location


	CBD						Suburban						Total
Location	30-Sep-14			30-Sep-13			30-Sep-14			30-Sep-13			30-Sep-14			30-Sep-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			96.8	%		87.1	%		96.8	%		87.1	%
Washington, DC		N/A			N/A			96.9	%		95.7	%		96.9	%		95.7	%

Total Portfolio		100.0	%		100.0	%		90.3	%		85.9	%		92.0	%		88.1	%

(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.

Third 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		30,694	$	2,738,551	$	89.22	$	2,779,350	$	90.55		1.47	%
2015		114,379		12,849,378		112.34		12,806,189		111.96		5.48	%
2016		197,696		15,687,389		79.35		15,895,507		80.40		9.47	%
2017		210,638		28,840,937		136.92		29,732,471		141.15		10.09	%
2018		242,424		20,529,842		84.69		21,895,339		90.32		11.61	%
2019		78,364		5,897,202		75.25		6,272,312		80.04		3.75	%
2020		150,985		7,145,020		47.32		9,609,223		63.64		7.23	%
2021		122,800		7,983,867		65.02		8,870,407		72.23		5.88	%
2022		238,803		17,975,170		75.27		20,504,513		85.86		11.43	%
2023		193,251		17,211,022		89.06		19,692,642		101.90		9.25	%
Thereafter		508,399		35,561,495		69.95		50,919,483		100.16		24.34	%

(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.

Third 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		1,101,904	$	42,951,240	$	38.98	$	42,883,619	$	38.92		2.62	%
2015		2,326,155		125,857,708		54.11		126,763,297		54.49		5.53	%
2016		3,220,963		173,853,709		53.98		175,761,421		54.57		7.65	%
2017		4,075,426		273,009,031		66.99		278,211,999		68.27		9.68	%
2018		1,961,786		122,762,420		62.58		128,176,829		65.34		4.66	%
2019		4,023,757		217,072,532		53.95		228,137,085		56.70		9.56	%
2020		3,893,861		230,870,687		59.29		249,154,735		63.99		9.25	%
2021		2,631,740		138,746,601		52.72		154,841,571		58.84		6.25	%
2022		3,910,951		220,146,182		56.29		245,075,015		62.66		9.29	%
2023		1,061,762		63,020,165		59.35		73,304,942		69.04		2.52	%
Thereafter		10,555,557		651,474,392		61.72		815,552,517		77.26		25.08	%

Occupancy By Location (4)


	CBD						Suburban						Total
Location	30-Sep-14			30-Sep-13			30-Sep-14			30-Sep-13			30-Sep-14			30-Sep-13

Boston		93.4	%		97.5	%		88.0	%		84.0	%		91.5	%		92.6	%
New York (5)		93.2	%		96.4	%		82.0	%		79.7	%		90.8	%		92.5	%
San Francisco		94.8	%		95.3	%		76.1	%		81.3	%		87.9	%		89.4	%
Washington, DC		95.7	%		95.0	%		96.4	%		94.9	%		96.1	%		94.9	%

Total Portfolio		93.9	%		96.4	%		88.9	%		87.4	%		92.0	%		92.8	%

(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 2,200,000 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.

Third 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		450,258	$	17,960,072	$	39.89	$	17,960,073	$	39.89		—	$	—	$	—	$	—	$	—
2015		683,167		26,261,000		38.44		26,653,192		39.01		—		—		—		—		—
2016		659,897		25,378,239		38.46		25,938,581		39.31		225,532		20,328,384		90.14		20,328,384		90.14
2017		720,360		27,498,335		38.17		28,284,876		39.26		—		—		—		—		—
2018		470,993		18,176,476		38.59		18,956,990		40.25		—		—		—		—		—
2019		1,290,884		59,622,061		46.19		61,160,132		47.38		—		—		—		—		—
2020		422,763		19,386,274		45.86		21,044,720		49.78		—		—		—		—		—
2021		815,384		29,789,690		36.53		31,538,545		38.68		—		—		—		—		—
2022		1,535,920		71,637,583		46.64		77,528,521		50.48		—		—		—		—		—
2023		277,680		16,147,871		58.15		17,907,994		64.49		—		—		—		—		—
Thereafter		3,989,626		214,881,670		53.86		261,281,152		65.49		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		8,867	$	1,370,521	$	154.56	$	1,411,321	$	159.17		459,125	$	19,330,594	$	42.10	$	19,371,394	$	42.19
2015		47,407		8,607,032		181.56		8,540,468		180.15		730,574		34,868,032		47.73		35,193,660		48.17
2016		12,285		1,662,277		135.31		1,668,203		135.79		897,714		47,368,900		52.77		47,935,168		53.40	(4)
2017		46,004		3,418,171		74.30		3,435,555		74.68		766,364		30,916,506		40.34		31,720,431		41.39
2018		137,623		6,195,087		45.01		6,308,166		45.84		608,616		24,371,563		40.04		25,265,157		41.51
2019		17,207		2,541,746		147.72		2,726,847		158.47		1,308,091		62,163,807		47.52		63,886,980		48.84
2020		92,818		3,929,115		42.33		6,103,602		65.76		515,581		23,315,389		45.22		27,148,322		52.66
2021		38,642		2,531,689		65.52		2,731,268		70.68		854,026		32,321,379		37.85		34,269,812		40.13
2022		126,196		5,730,066		45.41		6,364,754		50.44		1,662,116		77,367,649		46.55		83,893,275		50.47
2023		76,325		6,852,612		89.78		7,584,274		99.37		354,005		23,000,484		64.97		25,492,268		72.01
Thereafter		195,833		8,627,905		44.06		10,027,272		51.20		4,252,821		225,172,742		52.95		274,682,585		64.59

(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 $39.94 per square foot and $40.79 per square foot, respectively. This 225,532 square feet of research/laboratory space is subject to a tenant purchase option that was exercised on October 22, 2014 and is expected to close on February 1, 2016.

Boston Properties, Inc.

Third 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		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2014		—		—		—		—		—			—		—		—		—		—
Q3 2014		21,971		830,449		37.80		830,449		37.80	(4)		—		—		—		—		—
Q4 2014		428,287		17,129,623		40.00		17,129,624		40.00			—		—		—		—		—

Total 2014		450,258	$	17,960,072	$	39.89	$	17,960,073	$	39.89			—	$	—	$	—	$	—	$	—

Q1 2015		167,847	$	7,868,453	$	46.88	$	7,889,190	$	47.00			—	$	—	$	—	$	—	$	—
Q2 2015		182,775		6,409,338		35.07		6,626,293		36.25			—		—		—		—		—
Q3 2015		170,740		7,405,021		43.37		7,408,328		43.39			—		—		—		—		—
Q4 2015		161,805		4,578,189		28.29		4,729,381		29.23			—		—		—		—		—

Total 2015		683,167	$	26,261,000	$	38.44	$	26,653,192	$	39.01			—	$	—	$	—	$	—	$	—


	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		—		—		—		—		—			—		—		—		—		—
Q3 2014		—		—		—		—		—			21,971		830,449		37.80		830,449		37.80	(4)
Q4 2014		8,867		1,370,521		154.56		1,411,321		159.17			437,154		18,500,145		42.32		18,540,945		42.41

Total 2014		8,867	$	1,370,521	$	154.56	$	1,411,321	$	159.17			459,125	$	19,330,594	$	42.10	$	19,371,394	$	42.19

Q1 2015		43,154	$	6,972,199	$	161.57	$	6,917,299	$	160.29			211,001	$	14,840,652	$	70.33	$	14,806,490	$	70.17
Q2 2015		2,672		1,032,145		386.28		1,007,245		376.96			185,447		7,441,483		40.13		7,633,538		41.16
Q3 2015		575		549,851		956.26		563,087		979.28			171,315		7,954,871		46.43		7,971,414		46.53
Q4 2015		1,006		52,837		52.52		52,837		52.52			162,811		4,631,025		28.44		4,782,218		29.37

Total 2015		47,407	$	8,607,032	$	181.56	$	8,540,468	$	180.15			730,574	$	34,868,032	$	47.73	$	35,193,660	$	48.17

(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 September 30, 2014.

Boston Properties, Inc.

Third 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		118,213	$	5,332,153	$	45.11	$	5,223,731	$	44.19		—	$	—	$	—	$	—	$	—
2015		398,024		26,369,852		66.25		26,376,882		66.27		—		—		—		—		—
2016		622,848		47,987,002		77.04		48,307,879		77.56		—		—		—		—		—
2017		1,447,650		133,015,929		91.88		134,028,553		92.58		—		—		—		—		—
2018		557,175		47,938,412		86.04		47,716,351		85.64		—		—		—		—		—
2019		1,041,542		78,213,217		75.09		80,501,080		77.29		—		—		—		—		—
2020		1,569,456		118,256,024		75.35		125,190,046		79.77		—		—		—		—		—
2021		301,705		31,529,092		104.50		35,004,035		116.02		—		—		—		—		—
2022		871,138		70,822,656		81.30		76,655,575		87.99		—		—		—		—		—
2023		81,115		6,952,380		85.71		7,611,893		93.84		—		—		—		—		—
Thereafter		3,302,888		264,504,277		80.08		341,213,331		103.31		—		—		—		—		—

	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		5,186	$	487,608	$	94.02	$	487,608	$	94.02		123,399	$	5,819,761	$	47.16	$	5,711,339	$	46.28
2015		—		—		—		—		—		398,024		26,369,852		66.25		26,376,882		66.27
2016		79,292		8,101,467		102.17		8,175,118		103.10		702,140		56,088,470		79.88		56,482,997		80.44
2017		81,027		20,601,289		254.25		21,351,289		263.51		1,528,677		153,617,218		100.49		155,379,842		101.64
2018		6,514		8,180,308		1,255.80		9,201,573		1,412.58		563,689		56,118,720		99.56		56,917,925		100.97
2019		877		71,149		81.13		77,929		88.86		1,042,419		78,284,365		75.10		80,579,009		77.30
2020		4,195		261,801		62.41		267,179		63.69		1,573,651		118,517,825		75.31		125,457,225		79.72
2021		2,056		234,979		114.29		279,925		136.15		303,761		31,764,071		104.57		35,283,960		116.16
2022		59,437		9,502,602		159.88		11,066,836		186.19		930,575		80,325,258		86.32		87,722,411		94.27
2023		33,292		6,464,320		194.17		7,749,177		232.76		114,407		13,416,700		117.27		15,361,069		134.27
Thereafter		82,762		18,574,250		224.43		30,360,329		366.84		3,385,650		283,078,527		83.61		371,573,660		109.75

(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.

Third 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		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2014		—		—		—		—		—			—		—		—		—		—
Q3 2014		1,175		38,987		33.18		38,987		33.18	(5)		—		—		—		—		—
Q4 2014		117,038		5,293,166		45.23		5,184,744		44.30			—		—		—		—		—

Total 2014		118,213	$	5,332,153	$	45.11	$	5,223,731	$	44.19			—	$	—	$	—	$	—	$	—

Q1 2015		49,529	$	2,064,373	$	41.68	$	2,061,062	$	41.61			—	$	—	$	—	$	—	$	—
Q2 2015		140,264		7,109,818		50.69		7,109,818		50.69			—		—		—		—		—
Q3 2015		75,242		5,283,964		70.23		5,295,729		70.38			—		—		—		—		—
Q4 2015		132,989		11,911,697		89.57		11,910,272		89.56			—		—		—		—		—

Total 2015		398,024	$	26,369,852	$	66.25	$	26,376,882	$	66.27			—	$	—	$	—	$	—	$	—


	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		—		—		—		—		—			—		—		—		—		—
Q3 2014		—		—		—		—		—			1,175		38,987		33.18		38,987		33.18	(5)
Q4 2014		5,186		487,608		94.02		487,608		94.02			122,224		5,780,774		47.30		5,672,352		46.41

Total 2014		5,186	$	487,608	$	94.02	$	487,608	$	94.02			123,399	$	5,819,761	$	47.16	$	5,711,339	$	46.28

Q1 2015		—	$	—	$	—	$	—	$	—			49,529	$	2,064,373	$	41.68	$	2,061,062	$	41.61
Q2 2015		—		—		—		—		—			140,264		7,109,818		50.69		7,109,818		50.69
Q3 2015		—		—		—		—		—			75,242		5,283,964		70.23		5,295,729		70.38
Q4 2015		—		—		—		—		—			132,989		11,911,697		89.57		11,910,272		89.56

Total 2015		—	$	—	$	—	$	—	$	—			398,024	$	26,369,852	$	66.25	$	26,376,882	$	66.27

(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 September 30, 2014.

Boston Properties, Inc.

Third 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		88,986	$	3,528,208	$	39.65	$	3,528,208	$	39.65		—	$	—	$	—	$	—	$	—
2015		280,128		12,703,216		45.35		12,752,337		45.52		44,982		1,283,149		28.53		1,367,015		30.39
2016		1,104,047		47,130,823		42.69		47,386,149		42.92		51,246		1,739,438		33.94		1,780,520		34.74
2017		513,011		22,260,118		43.39		23,170,620		45.17		146,824		5,265,505		35.86		5,512,525		37.55
2018		196,747		10,825,821		55.02		12,191,714		61.97		24,164		991,136		41.02		1,167,113		48.30
2019		397,415		18,754,726		47.19		20,819,831		52.39		281,109		9,693,751		34.48		11,083,118		39.43
2020		502,177		30,256,465		60.25		31,600,317		62.93		—		—		—		—		—
2021		190,102		9,578,042		50.38		10,431,420		54.87		—		—		—		—		—
2022		452,576		18,556,385		41.00		21,421,802		47.33		—		—		—		—		—
2023		111,517		5,397,979		48.40		6,742,179		60.46		—		—		—		—		—
Thereafter		659,049		35,801,956		54.32		43,134,802		65.45		—		—		—		—		—

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

2014		3,931	$	182,037	$	46.31	$	182,037	$	46.31		92,917	$	3,710,244	$	39.93	$	3,710,244	$	39.93
2015		7,916		592,914		74.90		597,574		75.49		333,026		14,579,280		43.78		14,716,925		44.19
2016		39,764		2,034,509		51.16		2,108,397		53.02		1,195,057		50,904,770		42.60		51,275,066		42.91
2017		16,079		1,085,609		67.52		1,115,970		69.41		675,914		28,611,232		42.33		29,799,114		44.09
2018		32,264		1,949,071		60.41		1,974,846		61.21		253,175		13,766,027		54.37		15,333,673		60.57
2019		11,730		674,071		57.47		716,418		61.08		690,254		29,122,548		42.19		32,619,367		47.26
2020		28,116		1,562,917		55.59		1,696,490		60.34		530,293		31,819,382		60.00		33,296,808		62.79
2021		15,458		947,303		61.28		1,000,681		64.74		205,560		10,525,345		51.20		11,432,102		55.61
2022		27,445		1,051,304		38.31		1,138,608		41.49		480,021		19,607,688		40.85		22,560,410		47.00
2023		27,788		1,486,258		53.49		1,602,900		57.68		139,305		6,884,237		49.42		8,345,079		59.91
Thereafter		29,218		1,632,823		55.88		2,034,406		69.63		688,267		37,434,779		54.39		45,169,207		65.63

(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.

Third 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		—		—		—		—		—		—		—		—		—		—
Q3 2014		5,941		282,059		47.48		282,059		47.48		—		—		—		—		—
Q4 2014		83,045		3,246,149		39.09		3,246,149		39.09		—		—		—		—		—

Total 2014		88,986	$	3,528,208	$	39.65	$	3,528,208	$	39.65		—	$	—	$	—	$	—	$	—

Q1 2015		20,755	$	810,170	$	39.03	$	810,170	$	39.03		11,806	$	348,969	$	29.56	$	348,969	$	29.56
Q2 2015		53,224		2,281,415		42.86		2,283,204		42.90		—		—		—		—		—
Q3 2015		109,416		5,873,904		53.68		5,840,393		53.38		12,900		255,861		19.83		308,961		23.95
Q4 2015		96,733		3,737,728		38.64		3,818,570		39.48		20,276		678,318		33.45		709,085		34.97

Total 2015		280,128	$	12,703,216	$	45.35	$	12,752,337	$	45.52		44,982	$	1,283,149	$	28.53	$	1,367,015	$	30.39


	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		—		—		—		—		—		—		—		—		—		—
Q3 2014		1,331		57,246		43.01		57,246		43.01		7,272		339,305		46.66		339,305		46.66
Q4 2014		2,600		124,790		48.00		124,790		48.00		85,645		3,370,939		39.36		3,370,939		39.36

Total 2014		3,931	$	182,037	$	46.31	$	182,037	$	46.31		92,917	$	3,710,244	$	39.93	$	3,710,244	$	39.93

Q1 2015		849	$	92,735	$	109.23	$	92,735	$	109.23		33,410	$	1,251,875	$	37.47	$	1,251,875	$	37.47
Q2 2015		2,619		176,087		67.23		176,087		67.23		55,843		2,457,502		44.01		2,459,291		44.04
Q3 2015		1,624		108,982		67.11		108,982		67.11		123,940		6,238,747		50.34		6,258,336		50.49
Q4 2015		2,824		215,109		76.17		219,769		77.82		119,833		4,631,156		38.65		4,747,423		39.62

Total 2015		7,916	$	592,914	$	74.90	$	597,574	$	75.49		333,026	$	14,579,280	$	43.78	$	14,716,925	$	44.19

(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.

Third 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		165,683	$	8,830,298	$	53.30	$	8,830,298	$	53.30	(4)		248,070	$	4,561,959	$	18.39	$	4,561,959	$	18.39
2015		639,251		42,027,808		65.75		42,436,858		66.39	(4)		166,224		4,363,305		26.25		4,370,825		26.29
2016		326,297		14,843,547		45.49		15,328,291		46.98			33,400		758,886		22.72		796,110		23.84
2017		1,023,535		55,850,075		54.57		57,191,178		55.88			13,408		278,133		20.74		291,776		21.76
2018		470,283		24,300,734		51.67		26,249,322		55.82			—		—		—		—		—
2019		902,443		44,251,576		49.04		47,580,291		52.72			32,000		640,000		20.00		720,320		22.51
2020		1,168,509		54,535,878		46.67		60,419,403		51.71			79,971		1,291,025		16.14		1,291,025		16.14
2021		1,091,889		58,165,311		53.27		67,175,792		61.52			109,860		1,700,598		15.48		1,821,372		16.58
2022		812,514		41,154,388		50.65		48,964,604		60.26			—		—		—		—		—
2023		398,199		17,310,912		43.47		21,350,235		53.62			—		—		—		—		—
Thereafter		2,013,407		98,732,499		49.04		115,248,220		57.24	(5)		14,826		329,328		22.21		381,367		25.72

	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		12,710	$	698,385	$	54.95	$	698,385	$	54.95			426,463	$	14,090,641	$	33.04	$	14,090,642	$	33.04
2015		59,056		3,649,432		61.80		3,668,147		62.11			864,531		50,040,544		57.88		50,475,830		58.39
2016		66,355		3,889,137		58.61		3,943,789		59.43			426,052		19,491,569		45.75		20,068,190		47.10
2017		67,528		3,735,868		55.32		3,829,658		56.71			1,104,471		59,864,076		54.20		61,312,612		55.51
2018		66,023		4,205,376		63.70		4,410,753		66.81			536,306		28,506,109		53.15		30,660,075		57.17
2019		48,550		2,610,236		53.76		2,751,117		56.67			982,993		47,501,812		48.32		51,051,729		51.93
2020		25,856		1,391,187		53.81		1,541,952		59.64			1,274,336		57,218,091		44.90		63,252,380		49.64
2021		66,644		4,269,896		64.07		4,858,533		72.90			1,268,393		64,135,806		50.56		73,855,697		58.23
2022		25,725		1,691,199		65.74		1,934,314		75.19			838,239		42,845,587		51.11		50,898,919		60.72
2023		55,846		2,407,832		43.12		2,756,291		49.36			454,045		19,718,745		43.43		24,106,526		53.09
Thereafter		200,586		6,726,517		33.53		8,497,477		42.36			2,228,819		105,788,344		47.46		124,127,064		55.69

(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.

(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 87,795 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) $45.92 per square foot and $45.92 per square foot, respectively, for 2014 and (ii) $52.27 per square foot and $53.18 per square foot, respectively, for 2015.

(5)	Includes 705,905 square feet from properties sold on October 2, 2014. Excluding those assets, the current and future expiring rental rate would be $57.08 per square foot and $69.72 per square foot, respectively.

Boston Properties, Inc.

Third 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		—		—		—		—		—			—		—		—		—		—
Q3 2014		11,395		614,921		53.96		614,921		53.96			55,375		1,172,832		21.18		1,172,832		21.18
Q4 2014		154,288		8,215,377		53.25		8,215,377		53.25	(4)		192,695		3,389,127		17.59		3,389,127		17.59

Total 2014		165,683	$	8,830,298	$	53.30	$	8,830,298	$	53.30			248,070	$	4,561,959	$	18.39	$	4,561,959	$	18.39

Q1 2015		129,701	$	7,170,959	$	55.29	$	7,223,913	$	55.70			—	$	—	$	—	$	—	$	—
Q2 2015		210,879		18,729,026		88.81		18,786,512		89.09	(5)		23,439		512,511		21.87		512,511		21.87
Q3 2015		70,931		3,881,617		54.72		3,913,159		55.17			14,338		308,532		21.52		316,053		22.04
Q4 2015		227,740		12,246,206		53.77		12,513,273		54.95			128,447		3,542,261		27.58		3,542,261		27.58

Total 2015		639,251	$	42,027,808	$	65.75	$	42,436,858	$	66.39			166,224	$	4,363,305	$	26.25	$	4,370,825	$	26.29


	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		—		—		—		—		—			—		—		—		—		—
Q3 2014		—		—		—		—		—			66,770		1,787,752		26.77		1,787,753		26.77
Q4 2014		12,710		698,385		54.95		698,385		54.95			359,693		12,302,889		34.20		12,302,889		34.20

Total 2014		12,710	$	698,385	$	54.95	$	698,385	$	54.95			426,463	$	14,090,641	$	33.04	$	14,090,642	$	33.04

Q1 2015		14,351	$	961,169	$	66.98	$	961,807	$	67.02			144,052	$	8,132,128	$	56.45	$	8,185,720	$	56.82
Q2 2015		3,856		300,433		77.91		300,433		77.91			238,174		19,541,971		82.05		19,599,457		82.29
Q3 2015		24,218		1,414,749		58.42		1,414,749		58.42			109,487		5,604,898		51.19		5,643,960		51.55
Q4 2015		16,631		973,080		58.51		991,158		59.60			372,818		16,761,547		44.96		17,046,693		45.72

Total 2015		59,056	$	3,649,432	$	61.80	$	3,668,147	$	62.11			864,531	$	50,040,544	$	57.88	$	50,475,830	$	58.39

(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 12,721 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from Q4 2014, the current and future expiring rental rate would be $45.28 per square foot and $45.28 per square foot, respectively.

(5)	Includes 75,074 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 $57.99 per square foot and $58.37 per square foot, respectively.

Boston Properties, Inc.

Third 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		350,718	$	15,551,491	$	44.34	$	15,592,290	$	44.46	(4)		68,527	$	3,344,538	$	48.81	$	3,344,538	$	48.81
2015		364,437		23,759,317		65.19		23,714,565		65.07	(4)		190,463		9,946,431		52.22		9,945,148		52.22
2016		392,323		29,724,103		75.76		29,797,986		75.95	(5)		921,103		44,881,710		48.73		44,977,842		48.83
2017		234,358		14,007,920		59.77		14,368,132		61.31			301,548		15,950,531		52.90		16,314,869		54.10
2018		264,749		13,604,106		51.38		13,913,092		52.55			218,399		12,413,605		56.84		13,766,146		63.03
2019		859,150		45,445,004		52.90		46,777,912		54.45			217,523		11,200,853		51.49		12,309,543		56.59
2020		395,006		19,810,841		50.15		23,116,529		58.52			514,224		31,067,643		60.42		32,461,683		63.13
2021		386,106		20,269,684		52.50		21,328,878		55.24			205,560		10,525,345		51.20		11,432,102		55.61
2022		1,085,864		56,278,049		51.83		62,741,095		57.78			189,573		8,685,028		45.81		9,763,656		51.50
2023		330,808		22,321,804		67.48		24,716,357		74.72			98,648		4,821,281		48.87		5,529,688		56.05
Thereafter		3,531,933		195,062,149		55.23		240,339,086		68.05			688,267		37,434,779		54.39		45,169,207		65.63

	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		41,473	$	3,808,651	$	91.83	$	3,700,229	$	89.22			110,415	$	5,379,647	$	48.72	$	5,379,647	$	48.72
2015		166,784		18,396,632		110.30		18,457,117		110.66			422,239		25,541,740		60.49		25,803,990		61.11
2016		499,013		49,294,513		98.78		49,514,306		99.22			51,881		2,925,205		56.38		2,995,138		57.73
2017		1,366,006		147,834,378		108.22		149,536,272		109.47			835,220		47,196,489		56.51		47,930,308		57.39
2018		360,472		49,515,535		137.36		50,023,817		138.77			131,228		8,348,009		63.61		8,916,881		67.95
2019		743,311		68,246,371		91.81		70,017,866		94.20			420,057		24,728,806		58.87		27,430,249		65.30
2020		1,339,491		110,867,817		82.77		117,221,818		87.51			470,986		24,893,986		52.86		27,627,429		58.66
2021		228,768		29,353,426		128.31		32,737,639		143.10			546,807		33,866,659		61.94		39,126,753		71.55
2022		900,838		79,418,760		88.16		86,756,440		96.31			293,626		20,010,865		68.15		23,727,025		80.81
2023		106,108		13,155,707		123.98		15,083,478		142.15			57,290		3,648,650		63.69		4,462,320		77.89
Thereafter		2,912,549		267,253,259		91.76		354,828,959		121.83			703,958		48,828,408		69.36		61,214,919		86.96

(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)	Excluding retail space current and future expiring rents would be $41.48 per square foot and $41.48 per square foot, respectively, in 2014 and $47.79 per square foot and $47.86 per square foot, respectively, in 2015.

(5)

Includes 225,532 square feet of research/laboratory space. Excluding the research/laboratory space, current and future expiring rents would be $56.33 per square foot and $56.78 per square foot, respectively. . This 225,532 square feet of research/laboratory space is subject to a tenant purchase option that was exercised on October 22, 2014 and is expected to close on February 1, 2016.

Boston Properties, Inc.

Third 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		108,407	$	3,779,103	$	34.86	$	3,779,104	$	34.86		24,390	$	365,706	$	14.99	$	365,706	$	14.99
2015		366,137		11,108,715		30.34		11,479,095		31.35		142,563		4,632,849		32.50		4,771,777		33.47
2016		505,391		17,644,797		34.91		18,137,182		35.89		273,954		6,023,060		21.99		6,297,224		22.99
2017		532,006		16,908,586		31.78		17,352,299		32.62		374,366		12,660,701		33.82		13,484,245		36.02
2018		343,867		10,767,457		31.31		11,352,065		33.01		34,776		1,352,423		38.89		1,567,526		45.07
2019		448,941		16,718,802		37.24		17,109,068		38.11		472,731		17,921,695		37.91		20,309,825		42.96
2020		120,575		3,504,548		29.07		4,031,794		33.44		16,069		751,739		46.78		835,125		51.97
2021		467,920		12,051,695		25.76		12,940,934		27.66		—		—		—		—		—
2022		576,252		21,089,600		36.60		21,152,180		36.71		290,448		10,922,660		37.61		12,796,754		44.06
2023		23,197		678,680		29.26		775,911		33.45		40,657		2,062,956		50.74		2,815,391		69.25
Thereafter		720,888		30,110,594		41.77		34,343,500		47.64		—		—		—		—		—

	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		81,926	$	2,011,110	$	24.55	$	2,011,110	$	24.55		316,048	$	8,710,994	$	27.56	$	8,710,995	$	27.56	(5)
2015		231,240		7,973,220		34.48		7,919,765		34.25		442,292		24,498,805		55.39		24,671,840		55.78	(5)
2016		203,127		6,793,956		33.45		6,968,692		34.31		374,171		16,566,364		44.27		17,073,052		45.63
2017		162,671		5,782,839		35.55		5,843,570		35.92		269,251		12,667,586		47.05		13,382,304		49.70
2018		203,217		6,603,185		32.49		6,894,107		33.92		405,078		20,158,100		49.76		21,743,195		53.68
2019		299,108		10,037,994		33.56		10,561,143		35.31		562,936		22,773,006		40.45		23,621,479		41.96
2020		234,160		7,650,007		32.67		8,235,407		35.17		803,350		32,324,105		40.24		35,624,951		44.35
2021		74,993		2,410,645		32.14		2,546,321		33.95		721,586		30,269,146		41.95		34,728,944		48.13
2022		29,737		906,498		30.48		965,971		32.48		544,613		22,834,723		41.93		27,171,894		49.89
2023		8,299		260,993		31.45		277,591		33.45		396,755		16,070,094		40.50		19,644,206		49.51
Thereafter		473,101		15,825,269		33.45		16,744,701		35.39		1,524,861		56,959,936		37.35		62,912,145		41.26	(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.

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

(5)

Includes 87,795 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) $22.77 per square foot and $22.77 per square foot, respectively, for 2014 and (ii) $37.16 per square foot and $37.61 per square foot, respectively, for 2015.

(6)	Includes 705,905 square feet from properties sold on October 2, 2014. Excluding those assets, the current and future expiring rental rate would be $40.13 per square foot and $47.40 per square foot, respectively.

Boston Properties, Inc.

Third Quarter 2014

RESIDENTIAL and HOTEL PERFORMANCE


*Rental Rates and Occupancy*	Third Quarter 2014			Third Quarter 2013			Percent Change			YTD 2014			YTD 2013			Percent Change
*The Avant at Reston Town Center (359 units)* (1) *Reston, VA*
Average Monthly Rental Rate (2)	$	2,268			N/A			N/A		$	2,202			N/A			N/A
Average Rental Rate Per Occupied Square Foot (2)	$	2.47			N/A			N/A		$	2.40			N/A			N/A
Average Physical Occupancy (2) (3)		51.3	%		N/A			N/A			29.2	%		N/A			N/A
Average Economic Occupancy (3)		46.8	%		N/A			N/A			25.0	%		N/A			N/A

*Residences on The Avenue (335 units)* *located at 2221 I Street, NW, Washington, DC*
Average Monthly Rental Rate (4)	$	3,163		$	3,285			(3.7	%)	$	3,174		$	3,317			(4.3	%)
Average Rental Rate Per Occupied Square Foot (4)	$	3.88		$	4.03			(3.7	%)	$	3.89		$	4.06			(4.2	%)
Average Physical Occupancy (3) (4)		91.7	%		92.4	%		(0.8	%)		91.8	%		92.8	%		(1.1	%)
Average Economic Occupancy (3)		91.0	%		92.0	%		(1.1	%)		91.1	%		92.4	%		(1.4	%)

*The Lofts at Atlantic Wharf (86 units)*
*Boston, MA*
Average Monthly Rental Rate (5)	$	3,903		$	3,800			2.7	%	$	3,914		$	3,743			4.6	%
Average Rental Rate Per Occupied Square Foot (5)	$	4.36		$	4.21			3.6	%	$	4.37		$	4.17			4.8	%
Average Physical Occupancy (3) (5)		96.9	%		98.8	%		(1.9	%)		96.4	%		98.7	%		(2.3	%)
Average Economic Occupancy (3)		96.1	%		97.8	%		(1.7	%)		96.4	%		97.0	%		(0.6	%)

*Boston Marriott Cambridge (433 rooms)* (6)
*Cambridge, MA*
Average Occupancy		87.3	%		87.5	%		(0.2	%)		84.1	%		81.3	%		3.4	%
Average Daily Rate	$	269.91		$	237.30			13.7	%	$	249.98		$	229.40			9.0	%
Revenue per available room	$	235.51		$	207.60			13.4	%	$	210.27		$	207.60			1.3	%


*Net Operating Income (in thousands)*	Residential									Hotel
	Third Quarter 2014			Third Quarter 2013			Percent Change			Third Quarter 2014		Third Quarter 2013		Percent Change
Rental Revenue	$	7,018	(7)	$	5,493	(7)		27.8	%	$	11,918	$	10,652		11.9	%
Operating expenses and real estate taxes		4,163			2,907			43.2	%		7,585		6,580		15.3	%

Net Operating Income	$	2,855	(7)	$	2,586	(7)		10.4	%	$	4,333	$	4,072		6.4	%

Less: Straight line rent and fair value lease revenue		85			93			(8.6	%)		1		1		—

Rental Revenue - cash basis		6,933			5,400			28.4	%		11,917		10,651		11.9	%
Less: Operating expenses and real estate taxes		4,163			2,907			43.2	%		7,585		6,580		15.3	%
Add: Straight line ground rent expense		522			537			(2.8	%)		—		—		—

Net Operating Income - cash basis	$	3,292		$	3,030			8.6	%	$	4,332	$	4,071		6.4	%

(1)	Not included in Same Property analysis. Property is a new development and lease up commenced December 2013.

(2)	Excludes 26,179 square feet of retail space which is 66.3% occupied but 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)	Formerly Cambridge Center Marriott.

(7)	Includes 85,324 square feet of retail space which had revenue of approximately $1.2 million for the quarter ended September 30, 2014 and 59,145 square feet of retail space which had revenue of approximately $0.9 million for the quarter ended September 30, 2013.

Boston Properties, Inc.

Third Quarter 2014

OCCUPANCY ANALYSIS


*Same Property Occupancy⁽¹⁾ - By Location*
	CBD						Suburban						Total
Location	30-Sep-14			30-Sep-13			30-Sep-14			30-Sep-13			30-Sep-14			30-Sep-13
Boston		93.4	%		97.5	%		88.0	%		83.8	%		91.5	%		92.7	%
New York (2)		98.0	%		96.4	%		82.0	%		79.7	%		94.2	%		92.5	%
San Francisco		95.2	%		95.3	%		76.1	%		79.6	%		87.6	%		89.0	%
Washington, DC		95.7	%		95.0	%		96.4	%		95.0	%		96.1	%		95.0	%

Total Portfolio		95.6	%		96.4	%		88.9	%		87.2	%		92.9	%		92.7	%


*Same Property Occupancy⁽¹⁾ - By Type of Property*
	CBD						Suburban						Total
	30-Sep-14			30-Sep-13			30-Sep-14			30-Sep-13			30-Sep-14			30-Sep-13
Total Office Portfolio		95.5	%		96.3	%		88.7	%		87.5	%		93.0	%		93.0	%
Total Office/Technical Portfolio		100.0	%		100.0	%		90.3	%		83.9	%		92.0	%		86.7	%

Total Portfolio		95.6	%		96.4	%		88.9	%		87.2	%		92.9	%		92.7	%

(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. Prior period occupancy have been updated to conform to current period presentation.

Boston Properties, Inc.

Third Quarter 2014

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel & Residential Properties


	Office			Office/Technical			Hotel & Residential (1)			Total
Number of Properties		124			31			3			158
Square feet		38,863,022			1,691,134			744,407			41,298,563
Percent of properties in-service		96.2	%		100.0	%		67.7	%		95.6	%
Occupancy @ 09/30/2013		93.0	%		86.7	%		N/A			92.7	%
Occupancy @ 09/30/2014		93.0	%		92.0	%		N/A			92.9	%
Percent change from 3rd quarter 2014 over 3rd quarter 2013 (2):
Rental revenue		4.2	%		11.8	%		7.3	%
Operating expenses and real estate taxes		4.9	%		8.7	%		14.4	%
Consolidated Net Operating Income (3) - excluding hotel & residential		3.8	%		13.0	%					4.1	%(2)
Consolidated Net Operating Income (3) - Hotel & residential											(2.9	%)(2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)											(0.4	%)(2)
Combined Net Operating Income (3)											3.8	%

Rental revenue - cash basis		5.8	%		5.2	%		7.4	%
Consolidated Net Operating Income (3) - cash basis (5) excluding hotel & residential		6.3	%		3.8	%					6.2	%(2)
Consolidated Net Operating Income (3) - cash basis (5) - Hotel & residential											(2.7	%)(2)
Net Operating Income - cash basis (5) - BXP’s share of unconsolidated joint ventures											2.0	%(2)
Combined Net Operating Income (3) - cash basis (5)											5.9	%

Same Property Lease Analysis - quarter ended September 30, 2014


	Office			Office/Technical			Total
Vacant space available @ 7/1/2014 (sf)		2,704,890			138,727			2,843,617
Square footage of leases expiring or terminated 7/1/2014-9/30/2014		1,004,864			61,500			1,066,364

Total space for lease (sf)		3,709,754			200,227			3,909,981

New tenants (sf)		408,726			64,370			473,096
Renewals (sf)		532,377			31,062			563,439

Total space leased (sf)		941,103			95,432			1,036,535

Space available @ 9/30/2014 (sf)		2,768,651			104,795			2,873,446

Net (increase)/decrease in available space (sf)		(63,761	)		33,932			(29,829	)

Second generation leasing information: (6)
Leases commencing during the period (sf)		936,506			95,432			1,031,938
Average lease term (months)		88			50			85
Average free rent period (days)		79			82			79
Total transaction costs per square foot (7)	$	48.97		$	18.74		$	46.17
Increase (decrease) in gross rents (8)		13.37	%		19.30	%		13.74	%
Increase (decrease) in net rents (9)		20.36	%		25.35	%		20.72	%

(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 1,031,938 square feet of second generation leases that commenced in Q3 2014, leases for 885,892 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 869,019 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 869,019 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.

Third Quarter 2014

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	September 30, 2014			September 30, 2013
	*(in thousands)*
Net income attributable to Boston Properties, Inc.	$	130,371		$	155,324
Net income attributable to noncontrolling interests:
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—			8,970
Noncontrolling interest - common units of the Operating Partnership		14,963			8,339
Noncontrolling interest - redeemable preferred units of the Operating Partnership		75			1,082
Noncontrolling interest in property partnerships (1)		5,566			(3,279	)
Discontinued operations:
Income from discontinued operations		—			(1,677	)
Gains on sales of real estate from discontinued operations					(86,448	)
Gains on sales of real estate		(41,937	)		—

Income from continuing operations		109,038			82,311

Add:
Interest expense		113,308			122,173
Depreciation and amortization		157,245			153,253
Transaction costs		1,402			766
General and administrative expense		22,589			24,841
Subtract:
Gains (losses) from early extinguishments of debt		—			30
Gains (losses) from investments in securities		297			(956	)
Interest and other income		(3,421	)		(3,879	)
Gains on consolidation of joint ventures		—			1,810
Income from unconsolidated joint ventures		(4,419	)		(14,736	)
Development and management services income		(6,475	)		(5,475	)

Consolidated Net Operating Income		389,564			360,138
Net Operating Income from unconsolidated joint ventures (BXP’s share) (2)		13,020			11,191

Combined Net Operating Income	$	402,584		$	371,329


Same Property Net Operating Income		382,472			368,498
Net Operating Income from non Same Properties (3)		10,158			1,451
Termination income		9,954			1,380

Combined Net Operating Income	$	402,584		$	371,329


Same Property Net Operating Income		382,472			368,498
Subtract:
Straight-line rent and fair value lease revenue		(18,058	)		(25,681	)
Add:
Straight-line ground rent expense		1,669			1,785
Lease transaction costs which qualify as inducements in accordance with GAAP (4)		1,516			2,429

Same Property Net Operating Income - cash basis	$	367,599		$	347,031

(1)	These partnerships include 505 9th Street in Washington, D.C., Fountain Square in Reston, VA, and 767 Fifth Avenue (The GM Building) 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.

(4)	For additional information, refer to page 42.

Boston Properties, Inc.

Third Quarter 2014

Same Property Net Operating Income by Reportable Segment

(in thousands)


	Office (1)										Office/Technical
	For the three months ended				$			%			For the three months ended				$			%
	30-Sep-14		30-Sep-13		Change			Change			30-Sep-14		30-Sep-13		Change			Change
Rental Revenue	$	563,498	$	534,406							$	14,902	$	13,329
Less Termination Income		8,164		1,380								—		—

Rental revenue - subtotal		555,334		533,026	$	22,308			4.2	%		14,902		13,329	$	1,573			11.8	%
Operating expenses and real estate taxes		201,352		192,002		9,350			4.9	%		4,064		3,739		325			8.7	%

Net Operating Income (2)	$	353,982	$	341,024	$	12,958			3.8	%	$	10,838	$	9,590	$	1,248			13.0	%

Rental revenue - subtotal	$	555,334	$	533,026							$	14,902	$	13,329
Less:
Straight-line rent and fair value lease revenue		16,510		25,246		(8,736	)		(34.6	%)		1,447		158		1,289			815.8	%
Add:
Lease transaction costs which qualify as inducements in accordance with GAAP (3)		1,015		2,429		(1,414	)		(58.2	%)		396		—		396			100.0	%

Rental revenue - cash basis		539,839		510,209		29,630			5.8	%		13,851		13,171		680			5.2	%
Less:
Operating expenses and real estate taxes		201,352		192,002		9,350			4.9	%		4,064		3,739		325			8.7	%
Add:
Straight-line ground rent expense (4)		1,147		1,248		(101	)		(8.1	%)		—		—		—			—

Net Operating Income (5) - cash basis	$	339,634	$	319,455	$	20,179			6.3	%	$	9,787	$	9,432	$	355			3.8	%


	Sub-Total										Hotel & Residential
	For the three months ended				$			%			For the three months ended				$			%
	30-Sep-14		30-Sep-13		Change			Change			30-Sep-14		30-Sep-13		Change			Change
Rental Revenue	$	578,400	$	547,735							$	17,320	$	16,145
Less Termination Income		8,164		1,380								—		—

Rental revenue - subtotal		570,236		546,355	$	23,881			4.4	%		17,320		16,145	$	1,175			7.3	%
Operating expenses and real estate taxes		205,416		195,741		9,675			4.9	%		10,853		9,487		1,366			14.4	%

Net Operating Income (2)	$	364,820	$	350,614	$	14,206			4.1	%	$	6,467	$	6,658	$	(191	)		(2.9	%)

Rental revenue - subtotal	$	570,236	$	546,355							$	17,320	$	16,145
Less:
Straight-line rent and fair value lease revenue		17,957		25,404		(7,447	)		(29.3	%)		79		94		(15	)		(16.0	%)
Add:
Lease transaction costs which qualify as inducements in accordance with GAAP (3)		1,411		2,429		(1,018	)		(41.9	%)		—		—		—			—

Rental revenue - cash basis		553,690		523,380		30,310			5.8	%		17,241		16,051		1,190			7.4	%
Less:
Operating expenses and real estate taxes		205,416		195,741		9,675			4.9	%		10,853		9,487		1,366			14.4	%
Add:
Straight-line ground rent expense (4)		1,147		1,248		(101	)		(8.1	%)		522		537		(15	)		(2.8	%)

Net Operating Income (5) - cash basis	$	349,421	$	328,887	$	20,534			6.2	%	$	6,910	$	7,101	$	(191	)		(2.7	%)



	Unconsolidated Joint Ventures										Total
	For the three months ended				$			%			For the three months ended				$			%
	30-Sep-14		30-Sep-13		Change			Change			30-Sep-14		30-Sep-13		Change			Change
Rental Revenue	$	20,680	$	18,917							$	616,400	$	582,797
Less Termination Income		1,790		—								9,954		1,380

Rental revenue - subtotal		18,890		18,917	$	(27	)		(0.1	%)		606,446		581,417	$	25,029			4.3	%
Operating expenses and real estate taxes		7,705		7,691		14			0.2	%		223,974		212,919		11,055			5.2	%

Net Operating Income (2)	$	11,185	$	11,226	$	(41	)		(0.4	%)	$	382,472	$	368,498	$	13,974			3.8	%

Rental revenue - subtotal	$	18,890	$	18,917							$	606,446	$	581,417
Less:
Straight-line rent and fair value lease revenue		22		183		(161	)		(88.0	%)		18,058		25,681		(7,623	)		(29.7	%)
Add:
Lease transaction costs which qualify as inducements in accordance with GAAP (3)		105		—		105			100.0	%		1,516		2,429		(913	)		(37.6	%)

Rental revenue - cash basis		18,973		18,734		239			1.3	%		589,904		558,165		31,739			5.7	%
Less:
Operating expenses and real estate taxes		7,705		7,691		14			0.2	%		223,974		212,919		11,055			5.2	%
Add:
Straight-line ground rent expense (4)		—		—		—			—			1,669		1,785		(116	)		(6.5	%)

Net Operating Income (5) - cash basis	$	11,268	$	11,043	$	225			2.0	%	$	367,599	$	347,031	$	20,568			5.9	%

(1)	Includes 100% share of consolidated joint ventures. Same store consolidated joint venture properties includes Times Square Tower, Fountain Square, 505 9th Street and 767 Fifth Avenue (The GM Building).

(2)	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.

(3)	Leasing transaction costs are generally included in 2nd generation tenant improvements and leasing commissions in the Company’s FAD calculation on page 11. For additional information related to second generation transaction costs, see page 43.

(4)	For additional information, see page 6.

(5)	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.

Third Quarter 2014

LEASING ACTIVITY

All In-Service Properties - quarter ended September 30, 2014


	Office			Office/Technical			Total
Vacant space available @ 7/1/2014 (sf)		2,704,890			138,727			2,843,617
Property dispositions/ properties taken out of service (sf)		—			—			—
Properties acquired vacant space (sf)		—			—			—
Properties placed in-service (sf)		852,641	(1)		—			852,641
Leases expiring or terminated 7/1/2014-9/30/2014 (sf)		1,004,864			61,500			1,066,364

Total space available for lease (sf)		4,562,395			200,227			4,762,622

1st generation leases (sf)		357,789			—			357,789
2nd generation leases with new tenants (sf)		404,129			64,370			468,499
2nd generation lease renewals (sf)		532,377			31,062			563,439

Total space leased (sf)		1,294,295			95,432			1,389,727	(2)

Vacant space available for lease @ 9/30/2014 (sf)		3,268,100			104,795			3,372,895

Net (increase)/decrease in available space (sf)		(563,210	)		33,932			(529,278	)

Second generation leasing information: (3)
Leases commencing during the period (sf)		936,506			95,432			1,031,938
Average lease term (months)		88			50			85
Average free rent period (days)		79			82			79
Total transaction costs per square foot (4)	$	48.97		$	18.74		$	46.17
Increase (decrease) in gross rents (5)		13.37	%		19.30	%		13.74	%
Increase (decrease) in net rents (6)		20.36	%		25.35	%		20.72	%


	All leases 1st Generation		All leases 2nd Generation		Incr (decr) in 2nd gen. gross cash rents (5)			Incr (decr) in 2nd gen. net cash rents (6)			Total Leased (7)		Total square feet of leases executed in the quarter (8)
Boston		—		205,845		15.82	%		27.12	%		205,845		975,802
New York (9)		297,501		442,093		16.41	%		25.41	%		739,594		592,280
San Francisco		60,288		180,225		25.76	%		36.52	%		240,513		120,840
Washington, DC		—		203,775		(1.63	%)		(2.35	%)		203,775		202,237

		357,789		1,031,938		13.74	%		20.72	%		1,389,727		1,891,159

(1)	Total square feet of properties placed in service in Q3 2014 consist of 749,492 square feet at 250 West 55th Street and 103,149 square feet at 680 Folsom Street.

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

(3)	Second generation leases are defined as leases for space that had previously been leased by the Company. Of the 1,031,938 square feet of second generation leases that commenced in Q3 2014, leases for 885,892 square feet were signed in prior periods.

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

(5)	Represents the increase/(decrease) in gross rent (base rent plus expense reimbursements) on the new vs. expired leases on the 869,019 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 the increase/(decrease) in net rent (gross rent less operating expenses) on the new vs. expired leases on the 869,019 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.

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

(8)	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 146,046.

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

Boston Properties, Inc.

Third Quarter 2014

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q3 2014		Q2 2014		Q1 2014		2013		2012		2011
Recurring capital expenditures	$	12,691	$	9,654	$	7,694	$	51,026	$	23,774	$	29,334
Planned non-recurring capital expenditures associated with acquisition properties		1,559		4,444		3,339		20,506		22,287		4,358
Hotel improvements, equipment upgrades and replacements		514		495		1,557		2,070		896		4,010	(1)

	$	14,764	$	14,593	$	12,590	$	73,602	$	46,957	$	37,702

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

2nd Generation Tenant Improvements and Leasing Commissions


	Q3 2014		Q2 2014		Q1 2014		2013		2012		2011
Office
Square feet		936,506		998,599		870,409		3,554,632		3,572,825		4,116,436

Tenant improvements and lease commissions PSF	$	48.97	$	21.10	$	27.80	$	37.54	$	45.31	$	30.32

Office/Technical
Square feet		95,432		106,332		48,149		55,456		59,788		184,849

Tenant improvements and lease commissions PSF	$	18.74	$	15.23	$	23.65	$	2.02	$	3.94	$	23.97

Average tenant improvements and lease commissions PSF	$	46.17	$	20.54	$	27.59	$	36.99	$	44.63	$	30.05

Boston Properties, Inc.

Third Quarter 2014

ACQUISITIONS/DISPOSITIONS

as of September 30, 2014

ACQUISITIONS

For the period from January 1, 2014 through September 30, 2014


Property	Date Acquired		Square Feet		Initial Investment		Anticipated Future Investment		Total Investment			Percentage Leased
501 K Street (50% ownership interest)		April 10, 2014		N/A	$	39,000,000	$	—	$	39,000,000	(1)		N/A
Annapolis Junction Building Eight (50% ownership interest)		April 30, 2014		125,000		5,400,000		13,100,000		18,500,000			0	%

Total Acquisitions				125,000	$	44,400,000	$	13,100,000	$	57,500,000			0	%

(1)

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. The Company is accounting for the joint venture on an unconsolidated basis under the equity method of accounting.

DISPOSITIONS

For the period from January 1, 2014 through September 30, 2014


Property	Date Disposed		Square Feet		Gross Sales Price		Net Cash Proceeds		Book Gain
Mountain View Technology Park and Mountain View Research Park Building Sixteen		July 29, 2014		198,410	$	92,144,000	$	91,187,000	$	36,426,000
One Reston Overlook (eminent domain sale of a portion of the land)		August 20, 2014		N/A		2,611,000		2,611,000		1,229,000
Broad Run Business Park (land parcel subject to ground lease)		August 22, 2014		N/A		9,812,000		9,744,000		4,282,000

Total Dispositions				198,410	$	104,567,000	$	103,542,000	$	41,937,000

Boston Properties, Inc.

Third Quarter 2014

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of September 30, 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 9/30/2014 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)
Annapolis Junction Building Seven (50% ownership)		Q3 2015		Q3 2015	Annapolis, MD		1		125,000	$	12,252,965	$	17,500,000	$	11,000,000	$	7,020,383	$	1,267,418		100	%		—
690 Folsom Street		Q1 2015		Q4 2015	San Francisco, CA		1		26,270		10,478,323		17,900,000		—		—		7,421,677		—			—
804 Carnegie Center		Q1 2016		Q1 2016	Princeton, NJ		1		130,000		4,182,444		40,410,000		—		—		36,227,556		100	%		—
Annapolis Junction Building Eight (50% ownership)		Q1 2016		Q1 2016	Annapolis, MD		1		125,000		10,498,351		18,500,000		13,000,000		4,260,232		—		—			—
99 Third Avenue Retail		Q4 2015		Q2 2016	Waltham, MA		1		16,500		8,109,578		16,900,000		—		—		8,790,422		84	%		—
535 Mission Street		Q4 2014		Q3 2016	San Francisco, CA		1		307,000		167,590,267		215,000,000		—		—		47,409,733		34	%		—
10 CityPoint		Q3 2016		Q2 2017	Waltham, MA		1		245,000		11,317,538		100,400,000		—		—		89,082,462		62	%		—
601 Massachusetts Avenue		Q4 2015		Q4 2017	Washington, DC		1		478,000		209,716,685		360,760,000		—		—		151,043,315		83	%		—
888 Boylston Street		Q1 2016		Q4 2017	Boston, MA		1		425,000		27,136,924		271,500,000		—		—		244,363,076		30	%		—
Salesforce Tower (95% ownership)		Q2 2017		Q1 2019	San Francisco, CA		1		1,400,000		329,417,192		1,073,500,000		—		—		744,082,808		51	%		—

Total Properties under Construction							10		3,277,770	$	790,700,267	$	2,132,370,000	$	24,000,000	$	11,280,615	$	1,329,688,467		54	%		0	%


*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 9/30/2014(2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)
680 Folsom Street		Q2 2014		Q3 2014	San Francisco, CA		2		524,793	$	333,120,520	$	340,000,000	$	—	$	—	$	6,879,480		98	%		100	%
250 West 55th Street (5)		Q4 2013		Q4 2015	New York, NY		1		987,808		935,333,272		1,050,000,000		—		—		114,666,728		77	%		100	%
The Avant at Reston Town Center (359 units)		Q4 2013		Q4 2015	Reston, VA		1		329,168		114,409,385		137,250,000		—		—		22,840,615		72	%		100	%
The Avant at Reston Town Center - Retail							—		26,179		—		—		—		—		—		100	%		100	%

Total Projects placed in Service							4		1,867,948	$	1,382,863,177	$	1,527,250,000	$	—	$	—	$	144,386,823		82	%		100	%

IN-SERVICE PROPERTIES HELD FOR RE-DEVELOPMENT


	Sub Market		# of Buildings		Existing Square Feet		Leased %			Annualized Revenue Per Leased SF (6)		Encumbered with secured debt (Y/N)		Central Business District (CBD) or Suburban (S)		Estimated Future Square Feet (7)
North First Business Park		San Jose, CA		5		190,636		100.0	%	$	15.55		N		S		683,000

Total Properties held for Re-Development				5		190,636		100.0	%	$	15.55						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 October 24, 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)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(7)	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.

Third Quarter 2014

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of September 30, 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 (3)		14.9		920,000
Gaithersburg, MD		27.0		850,000
Springfield, VA		17.8		800,000
Dulles, VA		76.6		760,000
Rockville, MD		58.1		759,000
Washington, DC (50% ownership)		1.3		520,000
Marlborough, MA		50.0		400,000
Annapolis, MD (50% ownership)		20.0		300,000
Andover, MA		10.0		110,000

		358.0		8,988,364

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of September 30, 2014


Location	Acreage		Approximate Developable Square Feet
Princeton, NJ (4)		134.1		1,650,000
Cambridge, MA (5)		—		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)	The Company closed on the sale of a 3.5 acre parcel with 129,000 developable square feet on October 24, 2014 for a sale price of $14,332,500.

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

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

Boston Properties, Inc.

Third 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 (all of which have been converted as of May 12, 2014) 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 (all of which have been converted as of May 12, 2014) 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.

Third 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 and gains on sales of real estate, plus corporate general and administrative expense, transaction costs, depreciation and amortization and interest expense, less development and management services income, income from unconsolidated joint ventures, gains on consolidation of joint ventures, interest and other income, gains (losses) from investments in securities and gains (losses) from early extinguishments of debt. In some cases we also present Consolidated NOI on a cash basis, which is Consolidated NOI after eliminating the effects of straight-lining of rent and fair value lease revenue and lease transaction costs which qualify as inducements in accordance with GAAP. 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 and lease transaction costs which qualify as inducements in accordance with GAAP. 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.

Third 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

THIRD QUARTER 2014 RESULTS

Reports diluted FFO per share of $1.46 Reports diluted EPS of $0.83

BOSTON, MA, October 28, 2014 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the third quarter ended September 30, 2014.

Funds from Operations (FFO) for the quarter ended September 30, 2014 were $223.4 million, or $1.46 per share basic and $1.46 per share diluted. This compares to FFO for the quarter ended September 30, 2013 of $197.9 million, or $1.30 per share basic and $1.29 per share diluted. The weighted average number of basic and diluted shares outstanding totaled 153,119,594 and 153,272,855, respectively, for the quarter ended September 30, 2014 and 152,406,776 and 153,999,099, respectively, for the quarter ended September 30, 2013.

The Company’s reported FFO of $1.46 per share diluted was greater than the guidance previously provided of $1.36-$1.38 per share diluted primarily due to greater than projected termination income related to a distribution received from Lehman Brothers, Inc. of $0.05 per share, greater than projected property operations of $0.04 per share and $0.01 per share of greater than projected development and management services income, offset by $0.01 per share of greater than projected transaction costs.

Net income available to common shareholders was $127.7 million for the quarter ended September 30, 2014, compared to $152.7 million for the quarter ended September 30, 2013. Net income available to common shareholders per share (EPS) for the quarter ended September 30, 2014 was $0.83 basic and $0.83 on a diluted basis. This compares to EPS for the third quarter of 2013 of $1.00 basic and $1.00 on a diluted basis.

The reported results are unaudited and there can be no assurance that the results will not vary from the final information for the quarter ended September 30, 2014. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of September 30, 2014, the Company’s portfolio consisted of 172 properties, comprised primarily of Class A office space, one hotel, three residential properties and five retail properties, aggregating approximately 46.4 million square feet, including ten properties under construction totaling 3.3 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 158 properties in service (excluding the three in-service residential properties and the hotel) as of September 30, 2014 was 92.0%.

Significant events during the third quarter included:

•

On July 1, 2014, the Company used available cash to repay the mortgage loan collateralized by its New Dominion Technology Park Building Two property located in Herndon, Virginia totaling $63.0 million. The mortgage loan bore interest at a fixed rate of 5.55% per annum and was scheduled to mature on October 1, 2014. There was no prepayment penalty.

•

On July 3, 2014, the Company’s Operating Partnership redeemed 319,687 Series Four Preferred Units for cash totaling approximately $16.0 million. The Company’s Operating Partnership currently has 40,440 Series Four Preferred Units outstanding, 12,667 of which are subject to a security interest under a pledge agreement.

•

On July 29, 2014, the Company completed the sale of its Mountain View Technology Park properties and Mountain View Research Park Building Sixteen property located in Mountain View, California for an aggregate sale price of approximately $92.1 million. Net cash proceeds totaled approximately $91.2 million, resulting in a gain on sale of real estate totaling approximately $36.4 million. Mountain View Technology Park is a seven-building complex of Office/Technical properties aggregating approximately 135,000 net rentable square feet. Mountain View Research Park Building Sixteen is an Office/Technical property with approximately 63,000 net rentable square feet.

•

On August 20, 2014, a portion of the land parcel at the Company’s One Reston Overlook property located in Reston, Virginia was taken by eminent domain. Net cash proceeds totaled approximately $2.6 million, resulting in a gain on sale of real estate totaling approximately $1.2 million.

•

On August 22, 2014, the Company completed the sale of a parcel of land within its Broad Run Business Park property located in Loudoun County, Virginia for a sale price of approximately $9.8 million. Net cash proceeds totaled approximately $9.7 million, resulting in a gain on sale of real estate totaling approximately $4.3 million. The parcel is an approximately 15.5 acre land parcel subject to a ground lease that was scheduled to expire on October 31, 2048 with a tenant that exercised its purchase option under the ground lease.

•

On August 31, 2014, the Company completed and fully placed in-service 250 West 55th Street, a Class A office project with approximately 988,000 net rentable square feet located in New York City. The property is 77% leased.

•

On September 16, 2014, the Company entered into a binding purchase and sale agreement to sell a 45% interest in each of 601 Lexington Avenue in New York City and Atlantic Wharf Office Building and 100 Federal Street in Boston for an aggregate gross sales price of approximately $1.5 billion in cash, which is based upon an aggregate valuation for the properties of approximately $4.06 billion. In connection with the sale, the Company will form a joint venture for each property with the buyer and provide customary property management and leasing services to the joint ventures. 601 Lexington Avenue is a 1,669,000 square foot Class A office complex located in Midtown Manhattan. The property consists of a 59-story tower as well as a six-story low-rise office and retail building. The property is subject to existing mortgage indebtedness of approximately $712.9 million. The Atlantic Wharf Office Building is a 791,000 square foot Class A office tower located on Boston’s Waterfront. 100 Federal Street is a 1,323,000 square foot Class A office tower located in Boston’s Financial District. The agreed-upon sale price is $1.827 billion in cash, less the partner’s pro rata share of the indebtedness secured by 601 Lexington Avenue, which will remain outstanding, subject to certain prorations and adjustments. The Company currently expects that it would distribute at least the amount of proceeds necessary to avoid paying a corporate level tax on the gain realized from the sale. The transaction will not qualify as a sale of real estate for financial reporting purposes as the Company will continue to control the joint ventures and will therefore continue to account for the properties on a consolidated basis in its financial statements. The Company expects that the sale will close on October 30, 2014. However, the sale is subject to the satisfaction of customary closing conditions and there can be no assurance that the sale will be consummated on the terms currently contemplated or at all.

•

On September 17, 2014, the Company completed and fully placed in-service 680 Folsom Street, a Class A office project with approximately 525,000 net rentable square feet located in San Francisco, California. The property is 98% leased.

•

On September 18, 2014, the Company received an initial distribution from its unsecured creditor claim against Lehman Brothers, Inc. totaling approximately $7.7 million. There can be no assurance as to the timing or amount of additional proceeds, if any, that the Company may ultimately realize on the claim.

Transactions completed subsequent to September 30, 2014:

•

On October 2, 2014, the Company completed the sale of its Patriots Park properties located in Reston, Virginia for a gross sale price of $321.0 million. Patriots Park consists of three Class A office properties aggregating approximately 706,000 net rentable square feet.

•

On October 3, 2014, the Company partially placed in-service 535 Mission Street, a Class A office project with approximately 307,000 net rentable square feet located in San Francisco, California. The property is 34% leased.

•

On October 22, 2014, MIT exercised its right to purchase the Company’s 415 Main Street property (formerly Seven Cambridge Center) located in Cambridge, Massachusetts on February 1, 2016 for approximately $106 million. As part of its lease signed on July 14, 2004, MIT was granted a fixed price option to purchase the building at the beginning of the 11th lease year. 415 Main Street is an Office/Technical property with approximately 231,000 net rentable square feet occupied by the Broad Institute. The sale is subject to the satisfaction of customary closing conditions and there can be no assurance that the sale will be consummated on the terms currently contemplated or at all.

•

On October 24, 2014, the Company completed the sale of a parcel of land at 130 Third Avenue in Waltham, Massachusetts that is permitted for 129,000 square feet for a sale price of approximately $14.3 million.

•

On October 24, 2014, a joint venture in which the Company has a 50% interest extended the loan collateralized by its Annapolis Junction Building Six property. At the time of the extension, the outstanding balance of the construction loan totaled approximately $13.9 million and bore interest at a variable rate equal to LIBOR plus 1.65% per annum and was scheduled to mature on November 17, 2014. The extended loan bears interest at a variable rate equal to LIBOR plus 2.25% per annum and matures on November 17, 2015. In addition, the loan commitment was reduced from $19.0 million to $16.4 million. Annapolis Junction Building Six is a Class A office property with approximately 119,000 net rentable square feet located in Annapolis, Maryland.

EPS and FFO per Share Guidance:

The Company’s guidance for the fourth quarter 2014, full year 2014 and full year 2015 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 $5.24-$5.26 per share from $5.24-$5.29 per share. The updated guidance reflects, among other items, a projected increase in same property GAAP net operating income (NOI) of 3.00%-3.25% for the full year 2014, which is greater than the Company’s previous projected increase of 2.00%-2.50%. The updated guidance also reflects, when compared to the Company’s prior guidance, an increase in net interest expense of $0.06 per share due to the anticipated early redemption of the Company’s $550 million of senior unsecured notes that matures in 2015 and a $0.06 per share decrease in FFO due to the expected sale of a 45% interest in each of 100 Federal Street, Atlantic Wharf Office Building and 601 Lexington Avenue on October 30, 2014. 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 fourth quarter of 2014 (this transaction was previously described in the Company’s Form 10-K for the fiscal year ended 2011) and the asset sales referenced in this press release.


	Fourth Quarter 2014					Full Year 2014
	Low		-	High		Low		-	High
Projected EPS (diluted)	$	1.47	-	$	1.49	$	3.16	-	$	3.18
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.83	-		0.83		3.40	-		3.40
Less:
Projected Company Share of Gains on Sales of Real Estate		1.07	-		1.07		1.32	-		1.32
Projected FFO per Share (diluted)	$	1.23	-	$	1.25	$	5.24	-	$	5.26

The Company’s guidance for the full year 2015 for EPS (diluted) and FFO per share (diluted) is set forth and reconciled below. In addition, the estimates for the full year 2015 when compared to the full year 2014 include, among other things, (1) a range of year-over-year performance in the Company’s same property GAAP NOI of (1.0%)-0.5%, contributing ($0.09)-$0.04 per share, (2) the placing in-service of development properties during 2014 and 2015 adding an aggregate of $0.29-$0.35 per share, and (3) a decrease in interest expense of $0.18-$0.24 per share. These items are offset by the elimination of income from asset sales during 2014 of ($0.38) per share, lower contributions from our unconsolidated joint ventures of ($0.03)-($0.06) per share and lower development and management services income of ($0.03)-($0.06) per share.


	Full Year 2015
	Low		-		High
Projected EPS (diluted)	$	1.82		-	$	2.02
Add:
Projected Company Share of Real Estate Depreciation and Amortization		3.40		-		3.40
Less:
Projected Company Share of Gains on Sales of Real Estate		0.00		-		0.00
Projected FFO per Share (diluted)	$	5.22		-	$	5.42

Boston Properties will host a conference call on Wednesday, October 29, 2014 at 10:00 AM Eastern Time, open to the general public, to discuss the third quarter 2014 results, the fourth quarter 2014 and fiscal year 2015 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 11830742. A replay of the conference call will be available through November 12, 2014, by dialing (855) 859-2056 (Domestic) or (404) 537-3406 (International) and entering the passcode 11830742. There will also be a live audio webcast of the call which may be accessed on the Company’s website at www.bostonproperties.com in the Investor Relations section. Shortly after the call a replay of the webcast will be available in the Investor Relations section of the Company’s website and archived for up to twelve months following the call.

Additionally, a copy of Boston Properties’ third quarter 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 five 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 fourth quarter 2014 and full fiscal year 2015, whether as a result of new information, future events or otherwise.

Financial tables follow.

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


	September 30,			December 31,
	2014			2013
	(in thousands, except for share amounts)
	(unaudited)
ASSETS
Real estate	$	18,362,993		$	17,158,210
Construction in progress		715,609			1,523,179
Land held for future development		276,804			297,376
Less: accumulated depreciation		(3,469,130	)		(3,161,571	)

Total real estate		15,886,276			15,817,194

Cash and cash equivalents		846,664			2,365,137
Cash held in escrows		153,161			57,201
Investments in securities		18,834			16,641
Tenant and other receivables, net of allowance for doubtful accounts of $1,080 and $1,636, respectively		43,210			59,464
Accrued rental income, net of allowance of $7,397 and $3,636, respectively		689,885			651,603
Deferred charges, net		837,907			884,450
Prepaid expenses and other assets		219,074			184,477
Investments in unconsolidated joint ventures		180,149			126,084

Total assets	$	18,875,160		$	20,162,251

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	4,328,464		$	4,449,734
Unsecured senior notes, net of discount		5,837,172			5,835,854
Unsecured exchangeable senior notes, net of discount		—			744,880
Unsecured line of credit		—			—
Mezzanine notes payable		310,114			311,040
Outside members’ notes payable		180,000			180,000
Accounts payable and accrued expenses		253,600			202,470
Dividends and distributions payable		112,708			497,242
Accrued interest payable		181,954			167,523
Other liabilities		517,428			578,969

Total liabilities		11,721,440			12,967,712

Commitments and contingencies		—			—

Noncontrolling interest:
Redeemable preferred units of the Operating Partnership		2,022			51,312

Redeemable interest in property partnership		104,105			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 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively		200,000			200,000
Common stock, $0.01 par value, 250,000,000 shares authorized, 153,178,686 and 153,062,001 shares issued and 153,099,786 and 152,983,101 shares outstanding at September 30, 2014 and December 31, 2013, respectively		1,531			1,530
Additional paid-in capital		5,684,649			5,662,453
Dividends in excess of earnings		(148,566	)		(108,552	)
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(9,866	)		(11,556	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,725,026			5,741,153
Noncontrolling interests:
Common units of the Operating Partnership		606,002			576,333
Property partnerships		716,565			726,132

Total equity		7,047,593			7,043,618

Total liabilities and equity	$	18,875,160		$	20,162,251

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended						Nine months ended
	September 30,						September 30,
	2014			2013			2014			2013
	(in thousands, except for per share amounts)
Revenue
Rental
Base rent	$	484,071		$	449,636		$	1,402,328		$	1,221,874
Recoveries from tenants		90,103			80,718			253,419			213,358
Parking and other		26,236			25,000			76,869			71,984

Total rental revenue		600,410			555,354			1,732,616			1,507,216
Hotel revenue		11,918			10,652			32,478			30,061
Development and management services		6,475			5,475			18,197			22,063

Total revenue		618,803			571,481			1,783,291			1,559,340

Expenses
Operating
Rental		215,179			199,288			624,213			544,368
Hotel		7,585			6,580			21,697			20,959
General and administrative		22,589			24,841			75,765			94,673
Transaction costs		1,402			766			2,500			1,744
Impairment loss		—			—			—			8,306
Depreciation and amortization		157,245			153,253			466,143			406,162

Total expenses		404,000			384,728			1,190,318			1,076,212

Operating income		214,803			186,753			592,973			483,128
Other income (expense)
Income from unconsolidated joint ventures		4,419			14,736			10,069			72,240
Gains on consolidation of joint ventures		—			(1,810	)		—			385,991
Interest and other income		3,421			3,879			6,841			6,646
Gains (losses) from investments in securities		(297	)		956			651			1,872
Gains (losses) from early extinguishments of debt		—			(30	)		—			122
Interest expense		(113,308	)		(122,173	)		(337,839	)		(325,746	)

Income from continuing operations		109,038			82,311			272,695			624,253
Gains on sales of real estate		41,937			—			41,937			—
Discontinued operations
Income from discontinued operations		—			1,677			—			7,486
Gain on sale of real estate from discontinued operations		—			86,448			—			86,448
Gain on forgiveness of debt from discontinued operations		—			—			—			20,182
Impairment loss from discontinued operations		—			—			—			(3,241	)

Net income		150,975			170,436			314,632			735,128
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(5,566	)		3,279			(17,473	)		924
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(75	)		(1,082	)		(1,014	)		(3,385	)
Noncontrolling interest - common units of the Operating Partnership		(14,963	)		(8,339	)		(29,819	)		(62,945	)
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—			(8,970	)		—			(11,450	)

Net income attributable to Boston Properties, Inc.		130,371			155,324			266,326			658,272
Preferred dividends		(2,647	)		(2,647	)		(7,854	)		(5,411	)

Net income attributable to Boston Properties, Inc. common shareholders	$	127,724		$	152,677		$	258,472		$	652,861

Basic earnings per common share attributable to Boston Properties, Inc. common shareholders:
Income from continuing operations	$	0.83		$	0.48		$	1.69		$	3.62
Discontinued operations		—			0.52			—			0.65

Net income	$	0.83		$	1.00		$	1.69		$	4.27

Weighted average number of common shares outstanding		153,120			152,407			153,077			152,000

Diluted earnings per common share attributable to Boston Properties, Inc. common shareholders:
Income from continuing operations	$	0.83		$	0.48		$	1.69		$	3.61
Discontinued operations		—			0.52			—			0.65

Net income	$	0.83		$	1.00		$	1.69		$	4.26

Weighted average number of common and common equivalent shares outstanding		153,273			152,692			153,228			152,381

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)

(Unaudited)


	Three months ended						Nine months ended
	September 30,						September 30,
	2014			2013			2014			2013
	(in thousands, except for per share amounts)
Net income attributable to Boston Properties, Inc. common shareholders	$	127,724		$	152,677		$	258,472		$	652,861

Add:
Preferred dividends		2,647			2,647			7,854			5,411
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—			8,970			—			11,450
Noncontrolling interest - common units of the Operating Partnership		14,963			8,339			29,819			62,945
Noncontrolling interest - redeemable preferred units of the Operating Partnership		75			1,082			1,014			3,385
Noncontrolling interests in property partnerships		5,566			(3,279	)		17,473			(924	)
Impairment loss from discontinued operations		—			—			—			3,241
Less:
Gains on sales of real estate		41,937			—			41,937			—
Income from discontinued operations		—			1,677			—			7,486
Gain on sale of real estate from discontinued operations		—			86,448			—			86,448
Gain on forgiveness of debt from discontinued operations		—			—			—			20,182

Income from continuing operations		109,038			82,311			272,695			624,253

Add:
Real estate depreciation and amortization (2)		162,012			158,274			479,798			450,646
Income from discontinued operations		—			1,677			—			7,486
Less:
Gains on sales of real estate included within income from unconsolidated joint ventures (3)		—			11,174			—			54,501
Gains on consolidation of joint ventures (4)		—			(1,810	)		—			385,991
Noncontrolling interests in property partnerships’ share of funds from operations		19,150			9,462			59,998			16,936
Noncontrolling interest - redeemable preferred units of the Operating Partnership		75			1,082			1,014			3,385
Preferred dividends		2,647			2,647			7,854			5,411

Funds from operations (FFO) attributable to the Operating Partnership		249,178			219,707			683,627			616,161

Less:
Noncontrolling interest - common units of the Operating Partnerships’ share of funds from operations		25,775			21,848			69,283			62,291

Funds from operations attributable to Boston Properties, Inc.	$	223,403		$	197,859		$	614,344		$	553,870

Boston Properties, Inc.’s percentage share of funds from operations - basic		89.66	%		90.06	%		89.87	%		89.95	%

Weighted average shares outstanding - basic		153,120			152,407			153,077			152,000

FFO per share basic	$	1.46		$	1.30		$	4.01		$	3.65

Weighted average shares outstanding - diluted		153,273			153,999			153,644			153,688

FFO per share diluted	$	1.46		$	1.29		$	4.00		$	3.63

(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 $157,245, $153,253, $466,143 and $406,162, our share of unconsolidated joint venture real estate depreciation and amortization of $5,099, $4,389, $14,669 and $41,581 and depreciation and amortization from discontinued operations of $0, $940, $0 and $3,826, less corporate-related depreciation and amortization of $332, $308, $1,014 and $923 for the three and nine months ended September 30, 2014 and 2013, respectively.

(3)

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 during the three and nine months ended September 30, 2013 and the gain on sale of 125 West 55th Street totaling approximately $43.2 million during the nine months ended September 30, 2013.

(4)	For the nine months ended September 30, 2013, the gains on consolidation of joint ventures consisted of (1) 767 Fifth Avenue (The General Motors Building) totaling approximately $359.5 million and (2) the Company’s Value-Added Fund’s Mountain View properties totaling approximately $26.5 million.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	September 30, 2014			December 31, 2013
Boston		91.5	%		93.9	%
New York (1)		90.8	%		93.0	%
San Francisco		87.9	%		89.9	%
Washington, DC		96.1	%		95.0	%

Total Portfolio		92.0	%		93.4	%


	% Leased by Type
	September 30, 2014			December 31, 2013

Class A Office Portfolio		91.9	%		93.8	%
Office/Technical Portfolio		92.0	%		85.4	%

Total Portfolio		92.0	%		93.4	%

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