BOSTON PROPERTIES INC - FORM 8-K - EX-99.1 - SUPPLEMENTAL OPERATING & FINANCIAL DATA FOR THE QUARTER ENDED SEPTEMBER 30, 2010

Attached files

file	filename
8-K - FORM 8-K - BOSTON PROPERTIES INC	d8k.htm
EX-99.2 - PRESS RELEASE DATED OCTOBER 26, 2010 - BOSTON PROPERTIES INC	dex992.htm

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended September 30, 2010

Boston Properties, Inc.

Third Quarter 2010

Table of Contents


	*Page*
Company Profile		3
Investor Information		4
Research Coverage		5
Financial Highlights		6
Consolidated Balance Sheets		7
Consolidated Income Statements		8
Funds From Operations		9
Reconciliation to Diluted Funds From Operations		10
Funds Available for Distribution and Interest Coverage Ratios		11
Capital Structure		12
Debt Analysis		13-15
Unconsolidated Joint Ventures		16-17
Value-Added Fund		18
Portfolio Overview-Square Footage		19
In-Service Property Listing		20-22
Top 20 Tenants and Tenant Diversification		23
Office Properties-Lease Expiration Roll Out		24
Office/Technical Properties-Lease Expiration Roll Out		25
Retail Properties - Lease Expiration Roll Out		26
Grand Total - Office, Office/Technical, Industrial and Retail Properties		27
Greater Boston Area Lease Expiration Roll Out		28-29
Washington, D.C. Area Lease Expiration Roll Out		30-31
San Francisco Area Lease Expiration Roll Out		32-33
Midtown Manhattan Area Lease Expiration Roll Out		34-35
Princeton Area Lease Expiration Roll Out		36-37
CBD/Suburban Lease Expiration Roll Out		38-39
Hotel Performance and Occupancy Analysis		40
Same Property Performance		41
Reconciliation to Same Property Performance and Net Income		42-43
Leasing Activity		44
Capital Expenditures, Tenant Improvements and Leasing Commissions		45
Acquisitions/Dispositions		46
Value Creation Pipeline - Construction in Progress		47
Value Creation Pipeline - Land Parcels and Purchase Options		48
Definitions		49-50

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,” “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 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 ability of our joint venture partners to satisfy their obligations, the costs and availability of financing, the effectiveness of our interest rate hedging programs, the effects of local economic and market conditions, the effects of acquisitions, dispositions and possible impairment charges on our operating results, the impact of newly adopted accounting principles on the Company’s accounting policies and on period-to-period comparisons of financial results, regulatory changes and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. Boston Properties does not undertake a duty to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

Boston Properties, Inc.

Third Quarter 2010

COMPANY PROFILE

The Company

Boston Properties, Inc. (the “Company”), a self-administered and self-managed real estate investment trust (REIT), is one of the largest owners, managers, and developers of first-class office properties in the United States, with a significant presence in five markets: Boston, Washington, D.C., Midtown Manhattan, San Francisco, and Princeton, N.J. 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, two residential properties and three retail properties. Boston Properties is well-known for its in-house building management expertise and responsiveness to tenants’ needs. The Company holds a superior track record in developing premium Central Business District (CBD) office buildings, suburban office centers and build-to-suit projects for the U.S. government and a diverse array of creditworthy tenants.

Management

Boston Properties’ senior management team is among the most respected and accomplished in the REIT industry. Our deep and talented team of thirty-four individuals averages twenty-six years of real estate experience and sixteen years with Boston Properties. We believe that our size, management depth, financial strength, reputation, and relationships of key personnel provide a competitive advantage to realize growth through property development and acquisitions. Boston Properties benefits from the reputation and relationships of key personnel, including Mortimer B. Zuckerman, Chairman of the Board of Directors and Chief Executive Officer; Douglas T. Linde, President; E. Mitchell Norville, Executive Vice President and Chief Operating Officer; Raymond A. Ritchey, Executive Vice President and National Director of Acquisitions and Development; and Michael E. LaBelle, Chief Financial Officer. Our senior management team’s national reputation helps us attract business and investment opportunities. In addition, our other senior officers that serve as Regional Managers have strong reputations that assist in identifying and closing on new opportunities, having opportunities brought to us, and in negotiating with tenants and build-to-suit prospects. Additionally, Boston Properties’ Board of Directors consists of nine distinguished members, the majority of whom serve as Independent Directors.

Strategy

Boston Properties’ primary business objective is to maximize return on investment in an effort to provide its stockholders with the greatest possible total return. To achieve this objective, the Company maintains a consistent strategy that includes the following:

•

concentrating on a few carefully selected markets characterized by high barriers to the creation of new supply and strong real estate fundamentals where tenants have demonstrated a preference for high-quality office buildings and other facilities;

•

selectively acquiring assets which increase its penetration in these select markets;

•

taking on complex, technically-challenging projects that leverage the skills of its management team to successfully develop, acquire, and reposition properties;

•

exploring joint-venture opportunities with partners who seek to benefit from the Company’s depth of development and management expertise;

•

pursuing the sale of properties (on a selective basis) to take advantage of its value creation and the demand for its premier properties; and

•

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

Snapshot

(as of September 30, 2010)


Corporate Headquarters		Boston, Massachusetts

Markets		Boston, Midtown Manhattan, Washington, D.C., San Francisco, and Princeton, N.J.

Fiscal Year-End		December 31

Total Properties (includes unconsolidated joint ventures, other than the Value-Added Fund)		145

Total Square Feet (includes unconsolidated joint ventures, other than the Value-Added Fund, and structured parking)		51.0 million

Common Shares and Units Outstanding
(as converted, but excluding outperformance plan units)		162.5 million

Dividend - Quarter/Annualized		$0.50/$2.00

Dividend Yield		2.41%

Total Combined Market Capitalization		$22.5 billion

Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A- (S&P)

Boston Properties, Inc.

Third Quarter 2010

INVESTOR INFORMATION


Board of Directors		Management
Mortimer B. Zuckerman	Dr. Jacob A. Frenkel	E. Mitchell Norville	Robert E. Pester
Chairman of the Board and Chief Executive Officer	Director	Executive Vice President, Chief Operating Officer	Senior Vice President and Regional Manager of San Francisco

Douglas T. Linde	Alan J. Patricof	Raymond A. Ritchey	Robert E. Selsam
President and Director	Director, Chair of Audit Committee	Executive Vice President, National Director of Acquisitions & Development	Senior Vice President and Regional Manager of New York

Lawrence S. Bacow	Martin Turchin	Michael E. LaBelle	Frank D. Burt
Director	Director	Senior Vice President, Chief Financial Officer	Senior Vice President, General Counsel

Zoë Baird	David A. Twardock
Director, Chair of Nominating & Corporate Governance Committee	Director, Chair of Compensation Committee	Peter D. Johnston	Michael R. Walsh
	Director, Chair of Compensation Committee	Senior Vice President and Regional Manager of Washington, D.C.	Senior Vice President, Finance

Carol B. Einiger		Bryan J. Koop	Arthur S. Flashman
Director		Senior Vice President and Regional Manager of Boston	Vice President, Controller

		Mitchell S. Landis
		Senior Vice President and Regional Manager of Princeton

Company Information
Corporate Headquarters	Trading Symbol	Investor Relations	Inquires

800 Boylston Street	BXP	Boston Properties, Inc.	Inquiries should be directed to
Suite 1900		800 Boylston Street, Suite 1900	Michael Walsh, Senior Vice President, Finance
Boston, MA 02199	Stock Exchange Listing	Boston, MA 02199	at 617.236.3410 or
(t) 617.236.3300	New York Stock Exchange	(t) 617.236.3322	mwalsh@bostonproperties.com
(f) 617.236.3311		(f) 617.236.3311
		www.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 2010			Q2 2010			Q1 2010			Q4 2009			Q3 2009
High Closing Price	$	88.88		$	83.39		$	77.14		$	70.80		$	70.55
Low Closing Price	$	69.08		$	71.34		$	62.49		$	57.25		$	43.62
Average Closing Price	$	81.80		$	77.51		$	69.14		$	65.43		$	57.27
Closing Price, at the end of the quarter	$	83.12		$	71.34		$	75.44		$	67.07		$	65.55
Dividends per share - annualized	$	2.00		$	2.00		$	2.00		$	2.00		$	2.00
Closing dividend yield - annualized		2.41	%		2.80	%		2.65	%		2.98	%		3.05	%
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding outperformance plan units) (thousands) (1)		162,534			162,086			161,911			161,571			161,462
Closing market value of outstanding shares and units (thousands)	$	13,509,826		$	11,563,216		$	12,214,566		$	10,836,567		$	10,583,834

(1)

For additional detail, see page 12.

Timing

Quarterly results for the remainder of 2010 will be announced according to the following schedule:

Fourth Quarter Tentatively January 25, 2011

Boston Properties, Inc.

Third Quarter 2010

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage	Rating Agencies
John Eade	Steve Sakwa / Ian Weissman	Thomas Cook	Janice Svec
Argus Research Company	ISI Group	Citi Investment Research	Fitch Ratings
212.427.7500	212.446.9462 / 212.446.9461	212.723.1112	212.908.0304

Jeffrey Spector / Jamie Feldman	Steve Benyik	John Giordano	Karen Nickerson
Bank of America-Merrill Lynch	Jefferies & Co.	Credit Suisse Securities	Moody’s Investors Service
212.449.6329 / 212.449.6339	212.707.6348	212.538.4935	212.553.4924

Ross Smotrich / Jeff Langbaum	Mitch Germain	Mark Streeter	James Fielding
Barclays Capital	JMP Securities	J.P. Morgan Securities	Standard & Poor’s
212.526.2306 / 212.526.0971	212.906.3546	212.834.5086	212.438.2452

Michael Bilerman / Joshua Attie	Anthony Paolone / Michael Mueller	Thierry Perrein / Jason Jones
Citigroup Global Markets	J.P. Morgan Securities	Wells Fargo
212.816.1383 / 212.816.1685	212.622.6682 / 212.622.6689	704.715.8455 / 704.715.7932

James Sullivan / Stephen Boyd	Sheila McGrath / Kristin Brown
Cowen and Company	Keefe, Bruyette & Woods
646.562.1380 / 646.562.1382	212.887.7793 / 212.887.7738

Andrew Rosivach	Jordan Sadler / Craig Mailman
Credit Suisse	KeyBanc Capital Markets
415.249.7942	917.368.2280 / 917.368.2316

John Perry	Robert Stevenson
Deutsche Bank Securities	Macquarie Research
212.250.4912	212.857.6168

Sri Nagarajan / Evan Smith	David Rodgers / Mike Carroll
FBR Capital Markets	RBC Capital Markets
646.885.5429 / 646.885.5431	440.715.2647 / 440.715.2649

David Harris	Alexander Goldfarb / James Milam
Gleacher & Company	Sandler O’Neill & Partners
203.532.7332	212.466.7937 / 212.466.8066

Jay Habermann / Sloan Bohlen	John Guinee / Erin Aslakson
Goldman Sachs & Company	Stifel, Nicolaus & Company
917.343.4260 / 212.902.2796	443.224.1307 / 443.224.1350

Michael Knott / Lukas Hartwich	Ross Nussbaum / Rob Salisbury
Green Street Advisors	UBS Securities
949.640.8780 / 949.640.8780	212.713.2484 / 212.713.4760

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 2010

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 49-50.


	Three Months Ended
	30-Sep-10			30-Jun-10			31-Mar-10			31-Dec-09			30-Sep-09
Selected Items:
Revenue	$	388,224		$	395,958		$	379,781		$	377,912		$	377,303
Straight-line rent (1)	$	22,861		$	27,038		$	29,068		$	13,279		$	16,224
Fair value lease revenue (1) (2)	$	19,368		$	19,748		$	23,319		$	23,705		$	24,343
Company share of funds from operations from unconsolidated joint ventures	$	38,167		$	37,589		$	38,923		$	31,469		$	37,612
Lease termination fees (included in revenue) (1)	$	5,225		$	4,156		$	1,907		$	1,060		$	474
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment	$	9,453		$	9,263		$	10,112		$	9,893		$	9,848
Capitalized interest	$	9,302		$	9,023		$	8,087		$	11,637		$	12,982
Capitalized wages	$	3,247		$	2,745		$	2,524		$	2,929		$	3,037
Operating Margins [(rental revenue - rental expense)/rental revenue] (3)		67.2	%		68.1	%		67.3	%		66.9	%		65.9	%
Impairment losses on investments in unconsolidated joint ventures (4)	$	—		$	—		$	—		$	6,198		$	—
Net income attributable to Boston Properties, Inc.	$	57,668		$	61,412		$	52,714		$	53,317		$	65,795
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	150,847		$	156,870		$	149,596		$	146,056		$	158,450
FFO per share - diluted	$	1.07		$	1.12		$	1.07		$	1.04		$	1.13
Net income attributable to Boston Properties, Inc. per share - basic	$	0.41		$	0.44		$	0.38		$	0.38		$	0.47
Net income attributable to Boston Properties, Inc. per share - diluted	$	0.41		$	0.44		$	0.38		$	0.38		$	0.47
Dividends per common share	$	0.50		$	0.50		$	0.50		$	0.50		$	0.50
Funds available for distribution to common shareholders and common unitholders (FAD) (5)	$	114,097		$	121,829		$	55,328		$	120,838		$	129,195
Ratios:
Interest Coverage Ratio (excluding capitalized interest) - cash basis (6)		2.77			2.73			2.80			3.08			3.50
Interest Coverage Ratio (including capitalized interest) - cash basis (6)		2.50			2.47			2.54			2.67			2.92
FFO Payout Ratio		46.73	%		44.64	%		46.73	%		48.08	%		44.25	%
FAD Payout Ratio		70.63	%		65.97	%		145.10	%		66.29	%		61.89	%

	30-Sep-10			30-Jun-10			31-Mar-10			31-Dec-09			30-Sep-09
Capitalization:
Common Stock Price @ Quarter End	$	83.12		$	71.34		$	75.44		$	67.07		$	65.55
Equity Value @ Quarter End	$	13,509,826		$	11,563,216		$	12,214,566		$	10,836,567		$	10,583,834
Total Consolidated Debt	$	7,444,886		$	7,229,300		$	6,674,899		$	6,719,771		$	6,008,990
Total Consolidated Market Capitalization	$	20,954,712		$	18,792,516		$	18,889,465		$	17,556,338		$	16,592,824
Total Consolidated Debt/Total Consolidated Market Capitalization (7)		35.53	%		38.47	%		35.34	%		38.28	%		36.21	%
BXP’s Share of Joint Venture Debt	$	1,558,597		$	1,535,198		$	1,520,976		$	1,555,494		$	1,555,560
Total Combined Debt	$	9,003,483		$	8,764,498		$	8,195,875		$	8,275,265		$	7,564,550
Total Combined Market Capitalization (8)	$	22,513,309		$	20,327,714		$	20,410,440		$	19,111,832		$	18,148,384
Total Combined Debt/Total Combined Market Capitalization (8) (9)		39.99	%		43.12	%		40.16	%		43.30	%		41.68	%

(1)	Includes the Company’s share of unconsolidated joint venture amounts. For additional detail, see page 17.

(2)	Represents the net adjustment for above- and below-market leases that are being amortized over the terms of the respective leases in place at the property acquisition dates.

(3)

Rental Expense consists of operating expenses and real estate taxes. Amounts are exclusive of the gross up of reimbursable electricity and other amounts totaling $9,211, $9,311, $9,131, $8,813 and $9,641 for the three months ended September 30, 2010, June 30, 2010, March 31, 2010, December 31, 2009 and September 30, 2009, respectively.

(4)

Represents the non-cash impairment losses on the Company’s investments in unconsolidated joint ventures in accordance with guidance included in Accounting Standards Codification (“ASC”) 323 “Investments-Equity Method and Joint Ventures” (formerly known as APB No. 18, “The Equity Method of Accounting for Investments in Common Stock”) and ASC 360 “Property, Plant and Equipment” (formerly known as SFAS No. 144 “Accounting for the Impairment or Disposal of Long Lived Assets”).

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

(6)	For additional detail, see page 11.

(7)	For disclosures related to our definition of Total Consolidated Debt to Total Consolidated Market Capitalization Ratio, see page 49.

(8)	For additional detail, see page 12.

(9)	For disclosures related to our definition of Total Combined Debt to Total Combined Market Capitalization Ratio, see page 49.

Boston Properties, Inc.

Third Quarter 2010

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	30-Sep-10			30-Jun-10			31-Mar-10			31-Dec-09			30-Sep-09
ASSETS
Real estate	$	10,015,347		$	9,984,329		$	9,823,024		$	9,817,388		$	9,768,619
Development in progress (1)		1,003,508			632,731			662,809			563,645			976,758
Land held for future development (1)		754,120			732,006			730,201			718,525			241,617
Less accumulated depreciation		(2,243,265	)		(2,173,300	)		(2,103,274	)		(2,033,677	)		(1,966,780	)

Total real estate		9,529,710			9,175,766			9,112,760			9,065,881			9,020,214
Cash and cash equivalents		1,270,074			1,703,448			1,220,392			1,448,933			782,106
Cash held in escrows (2)		300,771			25,382			20,848			21,867			20,681
Marketable securities		7,911			7,026			7,592			9,946			10,436
Tenant and other receivables, net		113,655			98,602			102,085			93,240			71,845
Note receivable (3)		270,000			270,000			270,000			270,000			270,000
Accrued rental income, net		421,008			401,054			376,942			363,121			353,709
Deferred charges, net		300,882			289,388			291,564			294,395			288,642
Prepaid expenses and other assets		42,391			22,385			50,998			17,684			41,977
Investments in unconsolidated joint ventures		792,434			794,650			798,161			763,636			772,167

Total assets	$	13,048,836		$	12,787,701		$	12,251,342		$	12,348,703		$	11,631,777

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable (2)	$	2,813,338		$	2,608,577		$	2,637,534		$	2,643,301		$	2,643,497
Unsecured senior notes, net of discount		2,872,058			2,871,909			2,172,525			2,172,389			1,472,740
Unsecured exchangeable senior notes, net of discount		1,759,490			1,748,814			1,864,840			1,904,081			1,892,753
Unsecured line of credit		—			—			—			—			—
Accounts payable and accrued expenses		199,534			177,000			189,633			220,089			229,177
Dividends and distributions payable		81,068			80,865			80,756			80,536			80,463
Accrued interest payable		84,689			80,521			69,166			76,058			49,536
Other liabilities		104,914			95,423			115,755			127,538			131,193

Total liabilities		7,915,091			7,663,109			7,130,209			7,223,992			6,499,359

Commitments and contingencies		—			—			—			—			—

Noncontrolling interest:
Redeemable preferred units of the Operating Partnership		55,652			55,652			55,652			55,652			55,652

Equity:
Stockholders’ equity attributable to Boston Properties, Inc.:
Excess stock, $.01 par value, 150,000,000 shares authorized, none issued or outstanding		—			—			—			—			—
Preferred stock, $.01 par value, 50,000,000 shares authorized, none issued or outstanding		—			—			—			—			—
Common stock, $.01 par value, 250,000,000 shares authorized, 140,058,421, 139,273,399, 139,003,995, 138,880,010 and 138,702,374 outstanding, respectively		1,401			1,393			1,390			1,389			1,387
Additional paid-in capital		4,424,711			4,394,435			4,381,075			4,373,679			4,362,874
Earnings in excess of dividends		58,051			70,426			78,645			95,433			111,463
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(19,530	)		(20,155	)		(21,145	)		(21,777	)		(22,411	)

Total stockholders’ equity attributable to Boston Properties, Inc.		4,461,911			4,443,377			4,437,243			4,446,002			4,450,591
Noncontrolling interests:
Common units of the Operating Partnership		609,454			619,224			622,263			617,386			620,460
Property partnerships		6,728			6,339			5,975			5,671			5,715

Total equity		5,078,093			5,068,940			5,065,481			5,069,059			5,076,766

Total liabilities and equity	$	13,048,836		$	12,787,701		$	12,251,342		$	12,348,703		$	11,631,777

(1)

Effective as of December 31, 2009, land held for future development includes land and improvement costs associated with the Company’s 250 West 55th Street project, which was previously included in development in progress. The Company announced in February 2009 that it was suspending construction of the 1,000,000 square foot office project and during the fourth quarter of 2009 the Company completed the construction of foundations and steel/deck to grade to facilitate a restart of construction in the future.

(2)

On September 24, 2010, in connection with the acquisition of 510 Madison Avenue in New York City, the Company caused the assignment of the existing mortgage to a new lender and subsequently increased the amount borrowed to $267.5 million, which amount is fully secured by cash deposits included within the caption “Cash held in escrows.”

(3)	The note receivable consists of a partner loan from the Company to the unconsolidated joint venture entity that owns the General Motors Building. The unconsolidated entity has a corresponding note payable to the Company, see page 17.

Boston Properties, Inc.

Third Quarter 2010

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Sep-10			30-Jun-10			31-Mar-10			31-Dec-09			30-Sep-09
Revenue:
Rental
Base Rent	$	310,459		$	305,823		$	302,383		$	295,448		$	291,602
Recoveries from tenants		45,646			44,340			45,544			46,769			51,901
Parking and other		15,850			16,423			15,297			15,357			15,883

Total rental revenue		371,955			366,586			363,224			357,574			359,386
Hotel revenue		8,016			8,371			5,903			10,277			6,650
Development and management services (1)		6,439			18,884			8,944			8,277			9,754
Interest and other		1,814			2,117			1,710			1,784			1,513

Total revenue		388,224			395,958			379,781			377,912			377,303

Expenses:
Operating		71,100			68,039			69,062			69,280			70,261
Real estate taxes		56,941			55,245			55,923			54,908			58,759
Hotel operating		6,194			6,089			5,268			7,717			5,418
General and administrative (2) (3)		18,067			17,648			26,822			19,506			19,989
Acquisition costs (4)		1,893			—			—			—			—
Interest (5) (6)		97,103			96,755			92,029			88,180			77,090
Depreciation and amortization		81,133			81,400			83,075			79,125			78,181
Gain from suspension of development (7)		—			—			(7,200	)		—			—
Losses from early extinguishments of debt (8)		—			6,051			2,170			—			16
Losses (gains) from investments in securities (2)		(731	)		678			(200	)		(510	)		(1,317	)

Total expenses		331,700			331,905			326,949			318,206			308,397

Income before income from unconsolidated joint ventures, gains on sales of real estate and net income attributable to noncontrolling interests		56,524			64,053			52,832			59,706			68,906
Income from unconsolidated joint ventures (9)		11,565			7,465			7,910			962			6,350
Gains on sales of real estate (1)		—			969			1,765			2,078			2,394

Net income		68,089			72,487			62,507			62,746			77,650
Net income attributable to noncontrolling interests:
Noncontrolling interests in property partnerships		(889	)		(864	)		(804	)		(463	)		(1,114	)
Noncontrolling interest - common units of the Operating Partnership (10)		(8,712	)		(9,250	)		(7,870	)		(7,841	)		(9,662	)
Noncontrolling interest in gains on sales of real estate - common units of the
Operating Partnership (10)		—			(125	)		(227	)		(265	)		(307	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(820	)		(836	)		(892	)		(860	)		(772	)

Net income attributable to Boston Properties, Inc.	$	57,668		$	61,412		$	52,714		$	53,317		$	65,795

INCOME PER SHARE OF COMMON STOCK (EPS)
Net income attributable to Boston Properties, Inc. per share - basic	$	0.41		$	0.44		$	0.38		$	0.38		$	0.47

Net income attributable to Boston Properties, Inc. per share - diluted	$	0.41		$	0.44		$	0.38		$	0.38		$	0.47

(1)

During the three months ended June 30, 2010, the Company satisfied the requirements of its master lease agreement related to the 2006 sale of 280 Park Avenue in New York City, resulting in the recognition of the remaining deferred gain on sale of real estate totaling approximately $1.0 million. In conjunction with the satisfaction of the master lease agreement, the property management and leasing agreement entered into with the seller at the time of the sale was terminated, resulting in the recognition of deferred management fees totaling approximately $12.2 million.

(2)

Losses (gains) from investments in securities includes $(731), $678, $(200), $(486) and $(1,285) and general and administrative expense includes $521, $(675), $288, $444 and $1,263 for the three months ended September 30, 2010, June 30, 2010, March 31, 2010, December 31, 2009 and September 30, 2009, respectively, related to the Company’s deferred compensation plan.

(3)

For the three months ended March 31, 2010, general and administrative expense includes an aggregate of approximately $5.8 million of remaining stock-based compensation granted between 2006 and 2009 to Edward H. Linde, our former Chief Executive Officer, which expense was accelerated as a result of his passing on January 10, 2010.

(4)

Effective January 1, 2009, the Company is required to expense costs incurred during the period associated with the acquisitions and pending acquisitions of real estate such as legal, due diligence and other closing related costs in accordance with ASC 805 “Business Combinations” (formerly known as SFAS No. 141(R)).

(5)	Interest expense is reported net of capitalized interest of $9,302, $9,023, $8,087, $11,637 and $12,982 for the three months ended September 30, 2010, June 30, 2010, March 31, 2010, December 31, 2009 and September 30, 2009, respectively.

(6)	Includes additional non-cash interest expense related to the adoption of ASC 470-20 (formerly known as FSP No. APB 14-1). For additional detail, see page 12.

(7)

On February 6, 2009, the Company announced that it was suspending construction on its 1,000,000 square foot office building at 250 West 55th Street in New York City. During the first quarter of 2009, the Company recognized costs aggregating approximately $27.8 million related to the suspension of development, which amount included a $20.0 million contractual amount due pursuant to a lease agreement. During December 2009, the Company completed the construction of foundations and steel/deck to grade to facilitate a restart of construction in the future and as a result ceased interest capitalization on the project. On January 19, 2010, the Company paid $12.8 million related to the termination of the lease agreement. As a result, the Company recognized approximately $7.2 million of income during the first quarter of 2010.

(8)

During the three months ended March 31, 2010, the Company’s Operating Partnership repurchased approximately $53.6 million aggregate principal amount of its 2.875% exchangeable senior notes due 2037 for approximately $53.0 million. The repurchased notes had an aggregate carrying value of approximately $50.8 million, resulting in the recognition of a loss on extinguishment of approximately $2.2 million. During the three months ended June 30, 2010, the Company’s Operating Partnership repurchased approximately $132.8 million aggregate principal amount of its 2.875% exchangeable senior notes due 2037 for approximately $132.5 million. These repurchased notes had an aggregate carrying value of approximately $126.4 million, resulting in the recognition of a loss on extinguishment of approximately $6.1 million.

(9)

Includes a non-cash impairment loss aggregating approximately $6.2 million for the three months ended December 31, 2009. In accordance with guidance included in ASC 323 “Investments-Equity Method and Joint Ventures” (formerly known as APB No. 18 “The Equity Method of Accounting for Investments in Common Stock”) and ASC 360 “Property, Plant and Equipment” (formerly known as SFAS No. 144 “Accounting for the Impairment or Disposal of Long Lived Assets”).

(10)

Equals noncontrolling interest - common units of the Operating Partnership’s share of 12.73%, 12.87%, 12.88%, 12.77% and 12.81% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended September 30, 2010, June 30, 2010, March 31, 2010, December 31, 2009 and September 30, 2009, respectively.

Boston Properties, Inc.

Third Quarter 2010

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Sep-10		30-Jun-10		31-Mar-10		31-Dec-09		30-Sep-09
Net income attributable to Boston Properties, Inc.	$	57,668	$	61,412	$	52,714	$	53,317	$	65,795
Add:
Noncontrolling interest in gains on sales of real estate - common units of the
Operating Partnership		—		125		227		265		307
Noncontrolling interest - common units of the Operating Partnership		8,712		9,250		7,870		7,841		9,662
Noncontrolling interest - redeemable preferred units of the Operating Partnership		820		836		892		860		772
Noncontrolling interests in property partnerships		889		864		804		463		1,114
Less:
Income from unconsolidated joint ventures		11,565		7,465		7,910		962		6,350
Gains on sales of real estate		—		969		1,765		2,078		2,394

Income before income from unconsolidated joint ventures, gains on sales of real estate and net income attributable to noncontrolling interests		56,524		64,053		52,832		59,706		68,906
Add:
Real estate depreciation and amortization (1)		107,300		111,055		113,618		109,153		108,975
Income from unconsolidated joint ventures (2)		11,565		7,465		7,910		962		6,350
Less:
Noncontrolling interests in property partnerships’ share of funds from operations		1,724		1,697		1,755		1,523		1,731
Noncontrolling interest - redeemable preferred units of the Operating Partnership		820		836		892		860		772

Funds from operations (FFO) attributable to the Operating Partnership		172,845		180,040		171,713		167,438		181,728
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		21,998		23,170		22,117		21,382		23,278

FFO attributable to Boston Properties, Inc. (3)	$	150,847	$	156,870	$	149,596	$	146,056	$	158,450

FFO per share - basic (2)	$	1.08	$	1.13	$	1.08	$	1.05	$	1.14

Weighted average shares outstanding - basic		139,595		139,113		138,931		138,761		138,641

FFO per share - diluted (2)	$	1.07	$	1.12	$	1.07	$	1.04	$	1.13

Weighted average shares outstanding - diluted		141,654		141,287		141,058		140,920		140,686

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $81,133, $81,400, $83,075, $79,125 and $78,181, our share of unconsolidated joint venture real estate depreciation and amortization of $26,602, $30,124, $31,013, $30,507 and $31,262, less corporate related depreciation of $435, $469, $470, $479 and $468 for the three months ended September 30, 2010, June 30, 2010, March 31, 2010, December 31, 2009 and September 30, 2009, respectively.

(2)

Includes a non-cash impairment loss aggregating approximately $6.2 million, or $0.04 per share diluted, for the three months ended December 31, 2009 in accordance with guidance included in ASC 323 “Investments-Equity Method and Joint Ventures” (formerly known as APB No. 18 “The Equity Method of Accounting for Investments in Common Stock”) and ASC 360 “Property, Plant and Equipment” (formerly known as SFAS No. 144 “Accounting for the Impairment or Disposal of Long Lived Assets”).

(3)	Based on weighted average shares for the quarter. The Company’s share for the quarter ended September 30, 2010, June 30, 2010, March 31, 2010, December 31, 2009 and September 30, 2009 was 87.27%, 87.13%, 87.12%, 87.23% and 87.19%, respectively.

Boston Properties, Inc.

Third Quarter 2010

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	September 30, 2010				June 30, 2010				March 31, 2010				December 31, 2009				September 30, 2009
	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	$	172,845		159,952	$	180,040		159,660	$	171,713		159,472	$	167,438		159,076	$	181,728		159,009
Effect of Dilutive Securities
Convertible Preferred Units		820		1,461		836		1,461		892		1,461		860		1,461		772		1,461
Stock based compensation		—		598		—		713		—		666		—		698		—		584

Diluted FFO	$	173,665		162,011	$	180,876		161,834	$	172,605		161,599	$	168,298		161,235	$	182,500		161,054
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of diluted funds from operations		21,822		20,357		22,965		20,547		21,940		20,541		21,204		20,315		23,080		20,368

Company’s share of diluted FFO (1)	$	151,843		141,654	$	157,911		141,287	$	150,665		141,058	$	147,094		140,920	$	159,420		140,686

FFO per share - basic	$	1.08			$	1.13			$	1.08			$	1.05			$	1.14

FFO per share - diluted	$	1.07			$	1.12			$	1.07			$	1.04			$	1.13

(1)	Based on weighted average diluted shares for the quarter. The Company’s share for the quarter ended September 30, 2010, June 30, 2010, March 31, 2010, December 31, 2009 and September 30, 2009 was 87.43%, 87.30%, 87.29%, 87.40% and 87.35%, respectively.

Boston Properties, Inc.

Third Quarter 2010

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	30-Sep-10			30-Jun-10				31-Mar-10			31-Dec-09			30-Sep-09
Basic FFO (see page 9)	$	172,845		$	180,040			$	171,713		$	167,438		$	181,728
2nd generation tenant improvements and leasing commissions		(31,154	)		(26,451	)			(90,072	)		(28,886	)		(26,638	)
Straight-line rent (1)		(22,861	)		(27,038	)			(29,068	)		(13,279	)		(16,224	)
Recurring capital expenditures		(3,070	)		(1,996	)			(1,044	)		(8,854	)		(4,443	)
Fair value interest adjustment (1)		1,196			1,552				1,795			1,755			1,723
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment		9,453			9,263				10,112			9,893			9,848
Fair value lease revenue (1) (2)		(19,368	)		(19,748	)			(23,319	)		(23,705	)		(24,343	)
Hotel improvements, equipment upgrades and replacements		(231	)		(182	)			(307	)		(198	)		(376	)
Non real estate depreciation		435			469				470			479			468
Stock-based compensation		6,380			6,334				14,011			6,500			6,483
Impairment losses on investments in unconsolidated joint ventures (3)		—			—				—			6,198			—
Gain from suspension of development		—			—				(7,200	)		—			—
Losses from early extinguishments of debt		—			6,051		#		2,170			—			—
Non-cash termination income (including fair value lease amounts)		—			(849	)			(585	)		—			—
Non-cash income from termination of management agreement		—			(12,212	)			—			—			—
Partners’ share of joint venture 2nd generation tenant improvement and leasing commissions		472			6,596				6,652			3,497			969

Funds available for distribution to common shareholders and common unitholders (FAD)	$	114,097		$	121,829			$	55,328		$	120,838		$	129,195

Interest Coverage Ratios

(in thousands, except for ratio amounts)


	Three Months Ended
	30-Sep-10			30-Jun-10			31-Mar-10			31-Dec-09			30-Sep-09
*Excluding Capitalized Interest*
Income before income from unconsolidated joint ventures, gains on sales of real estate and net income attributable to noncontrolling interests	$	56,524		$	64,053		$	52,832		$	59,706		$	68,906
Interest expense		97,103			96,755			92,029			88,180			77,090
Depreciation and amortization expense		81,133			81,400			83,075			79,125			78,181
Depreciation from joint ventures		26,602			30,124			31,013			30,507			31,262
Income from unconsolidated joint ventures		11,565			7,465			7,910			962			6,350
Impairment losses on investments in unconsolidated joint ventures (3)		—			—			—			6,198			—
Gain from suspension of development		—			—			(7,200	)		—			—
Losses from early extinguishments of debt		—			6,051			2,170			—			—
Non-cash termination income (including fair value lease amounts)		—			(849	)		(585	)		—			—
Non-cash income from termination of management agreement		—			(12,212	)		—			—			—
Stock-based compensation		6,380			6,334			14,011			6,500			6,483
Straight-line rent (1)		(22,861	)		(27,038	)		(29,068	)		(13,279	)		(16,224	)
Fair value lease revenue (1) (2)		(19,368	)		(19,748	)		(23,319	)		(23,705	)		(24,343	)

Subtotal		237,078			232,335			222,868			234,194			227,705
Divided by:

Adjusted interest expense (4) (5)		85,504			85,145			79,677			76,033			65,120
Interest Coverage Ratio		2.77			2.73			2.80			3.08			3.50

*Including Capitalized Interest*
Income before income from unconsolidated joint ventures, gains on sales of real estate and net income attributable to noncontrolling interests	$	56,524		$	64,053		$	52,832		$	59,706		$	68,906
Interest expense		97,103			96,755			92,029			88,180			77,090
Depreciation and amortization expense		81,133			81,400			83,075			79,125			78,181
Depreciation from joint ventures		26,602			30,124			31,013			30,507			31,262
Income from unconsolidated joint ventures		11,565			7,465			7,910			962			6,350
Impairment losses on investments in unconsolidated joint ventures (3)		—			—			—			6,198			—
Gain from suspension of development		—			—			(7,200	)		—			—
Losses from early extinguishments of debt		—			6,051			2,170			—			—
Non-cash termination income (including fair value lease amounts)		—			(849	)		(585	)		—			—
Non-cash income from termination of management agreement		—			(12,212	)		—			—			—
Stock-based compensation		6,380			6,334			14,011			6,500			6,483
Straight-line rent (1)		(22,861	)		(27,038	)		(29,068	)		(13,279	)		(16,224	)
Fair value lease revenue (1) (2)		(19,368	)		(19,748	)		(23,319	)		(23,705	)		(24,343	)

Subtotal		237,078			232,335			222,868			234,194			227,705
Divided by:

Adjusted interest expense (4) (5) (6)		94,806			94,168			87,764			87,670			78,102
Interest Coverage Ratio		2.50			2.47			2.54			2.67			2.92

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

(2)	Represents the net adjustment for above- and below-market leases that are being amortized over the terms of the respective leases in place at the property acquisition dates.

(3)

Represents the non-cash impairment losses on the Company’s investments in unconsolidated joint ventures in accordance with guidance included in ASC 323 “Investments-Equity Method and Joint Ventures” (formerly known as APB No. 18, “The Equity Method of Accounting for Investments in Common Stock”) and ASC 360 “Property, Plant and Equipment” (formerly known as SFAS No. 144 “Accounting for the Impairment or Disposal of Long Lived Assets”).

(4)	Excludes the impact of the ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment of $9,453, $9,263, $10,112, $9,893 and $9,848 for the three months ended September 30, 2010, June 30, 2010, March 31, 2010, December 31, 2009 and September 30, 2009, respectively.

(5)	Excludes amortization of financing costs of $2,146, $2,347, $2,240, $2,254 and $2,122 for the three months ended September 30, 2010, June 30, 2010, March 31, 2010, December 31, 2009 and September 30, 2009, respectively.

(6)	Includes capitalized interest of $9,302, $9,023, $8,087, $11,637 and $12,982 for the three months ended September 30, 2010, June 30, 2010, March 31, 2010, December 31, 2009 and September 30, 2009, respectively.

Boston Properties, Inc.

Third Quarter 2010

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal September 30, 2010
Mortgage Notes Payable	$	2,807,238
Unsecured Line of Credit		—
Unsecured Senior Notes, at face value		2,875,000
Unsecured Exchangeable Senior Notes, at face value		1,873,694

Total Debt		7,555,932
Fair Value Adjustment on Mortgage Notes Payable		6,100
Discount on Unsecured Senior Notes		(2,942	)
Discount on Unsecured Exchangeable Senior Notes		(9,785	)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment (1)		(104,419	)

Total Consolidated Debt	$	7,444,886

Boston Properties Limited Partnership Unsecured Senior Notes


Settlement Date	4/19/2010			10/9/2009			5/22/2003			3/18/2003			1/17/2003			12/13/2002			Total/Average
Principal Amount	$	700,000		$	700,000		$	250,000		$	300,000		$	175,000		$	750,000		$	2,875,000
Yield (on issue date)		5.708	%		5.967	%		5.194	%		5.693	%		6.291	%		6.381	%		5.94	%
Coupon		5.625	%		5.875	%		5.000	%		5.625	%		6.250	%		6.250	%		5.83	%
Public Offering Price		99.891	%		99.931	%		99.329	%		99.898	%		99.763	%		99.650	%		99.78	%
Ratings:
Moody’s		Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)
S&P		A- (negative)			A- (negative)			A- (negative)			A- (negative)			A- (negative)			A- (negative)
Fitch		BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)
Maturity Date		11/15/2020			10/15/2019			6/1/2015			4/15/2015			1/15/2013			1/15/2013
Discount	$	745		$	447		$	773		$	140		$	134		$	703		$	2,942

Unsecured Senior Notes, net of discount	$	699,255		$	699,553		$	249,227		$	299,860		$	174,866		$	749,297		$	2,872,058


Boston Properties Limited Partnership Unsecured Exchangeable Senior Notes
Settlement Date	8/19/2008			2/6/2007			4/6/2006												Total/Average
Original Principal Amount	$	747,500		$	862,500		$	450,000											$	2,060,000
Principal Amount at Quarter End	$	747,500		$	676,194		$	450,000											$	1,873,694
Yield (on issue date)		4.037	%		3.462	%		3.787	%											3.769	%
GAAP Yield		6.555	%		5.630	%		5.958	%											6.078	%
Coupon		3.625	%		2.875	%		3.750	%
Exchange Rate		8.5051			7.0430			10.0066
Exchange Price	$	136.13	(2)	$	141.98		$	99.93
First Optional Redemption Date		N/A			2/20/2012			5/18/2013
Maturity Date		2/15/2014			2/15/2037			5/15/2036
Discount	$	4,765		$	5,020		$	—											$	9,785
ASC 470-20 (FSP APB 14-1) Adjustment (1)	$	60,991		$	19,446		$	23,982											$	104,419

Unsecured Senior Exchangeable Notes	$	681,744		$	651,728		$	426,018											$	1,759,490

Equity

(in thousands)


	Shares/Units Outstanding as of 09/30/10		Common Stock Equivalents			Equivalent (3)
Common Stock		140,058		140,058	(4)	$	11,641,621
Common Operating Partnership Units		21,015		21,015	(5)	$	1,746,767
Series Two Preferred Operating Partnership Units		1,113		1,461		$	121,438

Total Equity				162,534		$	13,509,826

Total Consolidated Debt						$	7,444,886

Total Consolidated Market Capitalization						$	20,954,712

BXP’s share of Joint Venture Debt						$	1,558,597	(6)
Total Combined Debt (7)						$	9,003,483

Total Combined Market Capitalization (8)						$	22,513,309

(1)

Represents the remaining debt discount which will be amortized over the period during which the exchangeable senior notes are expected to be outstanding (i.e., through the first optional redemption dates or, in the case of the exchangeable senior notes due 2014, the maturity date) as additional non-cash interest expense.

(2)

The initial exchange rate is 8.5051 shares per $1,000 principal amount of the notes (or an initial exchange price of approximately $117.58 per share of Boston Properties, Inc.’s common stock). In addition, the Company entered into capped call transactions with affiliates of certain of the initial purchasers, which are intended to reduce the potential dilution upon future exchange of the notes. The capped call transactions are expected to have the effect of increasing the effective exchange price to the Company of the notes from $117.58 to approximately $137.17 per share (subject to adjustments), representing an overall effective premium of approximately 40% over the closing price on August 13, 2008 of $97.98 per share of Boston Properties, Inc.’s common stock. The net cost of the capped call transactions was approximately $44.4 million. As of September 30, 2010, the exchange price was $136.13 per share.

(3)	Value based on September 30, 2010 closing price of $83.12 per share of common stock.

(4)	Includes 117 shares of restricted stock.

(5)	Includes 1,520 long-term incentive plan units, but excludes 1,081 unvested outperformance plan units.

(6)	Excludes the Company’s share ($270,000) of the aggregate of $450,000 of loans made to the joint venture that owns the General Motors Building by its partners.

(7)	For disclosures relating to our definition of Total Combined Debt, see page 49.

(8)	For disclosures relating to our definition of Total Combined Market Capitalization, see page 49.

Boston Properties, Inc.

Third Quarter 2010

DEBT ANALYSIS (1)

Debt Maturities and Principal Payments

as of September 30, 2010

(in thousands)


	2010			2011			2012			2013			2014			Thereafter			Total
Floating Rate Debt
Mortgage Notes Payable	$	247,715		$	97,169		$	267,845		$	827		$	48,828		$	—		$	662,384
Unsecured Line of Credit		—			—			—			—			—			—			—

Total Floating Debt	$	247,715		$	97,169		$	267,845		$	827		$	48,828		$	—		$	662,384
Fixed Rate Debt
Mortgage Notes Payable	$	5,184		$	549,209		$	105,059		$	100,436		$	76,409		$	1,308,557		$	2,144,854
Fair Value Adjustment		1,007			2,605			1,582			632			137			137			6,100

Mortgage Notes Payable		6,191			551,814			106,641			101,068			76,546			1,308,694			2,150,954

Unsecured Exchangeable Senior Notes, net of discount (2)		—			—			671,174			450,000			742,735			—			1,863,909
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(9,605	)		(39,997	)		(29,327	)		(23,052	)		(2,438	)		—			(104,419	)

Unsecured Exchangeable Senior Notes		(9,605	)		(39,997	)		641,847			426,948			740,297			—			1,759,490

Unsecured Senior Notes, net of discount		—			—			—			924,163			—			1,947,895			2,872,058

Total Fixed Debt	$	(3,414	)	$	511,817		$	748,488		$	1,452,179		$	816,843		$	3,256,589		$	6,782,502

Total Consolidated Debt	$	244,301		$	608,986		$	1,016,333		$	1,453,006		$	865,671		$	3,256,589		$	7,444,886

GAAP Weighted Average Floating Rate Debt		1.73	%		1.68	%		0.64	%		3.43	%		3.43	%		0.00	%		1.41	%
GAAP Weighted Average Fixed Rate Debt		6.37	%		7.02	%		5.64	%		6.22	%		6.48	%		5.83	%		6.06	%

Total GAAP Weighted Average Rate		1.85	%		6.22	%		4.33	%		6.22	%		6.29	%		5.83	%		5.65	%

Total Stated Weighted Average Rate		1.65	%		6.35	%		3.08	%		5.60	%		3.96	%		5.77	%		5.08	%

Unsecured Debt

Unsecured Line of Credit - Matures August 3, 2011

(in thousands)


	Facility			Outstanding at 09/30/10			Letters of Credit			Remaining Capacity at 09/30/10
	$	1,000,000		$	—		$	14,103		$	985,897

*Unsecured and Secured Debt Analysis*

	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Unsecured Debt		62.21	%		5.03	%		5.99	%		4.8	years
Secured Debt		37.79	%		5.17	%		5.09	%		3.8	years

Total Consolidated Debt		100.00	%		5.08	%		5.65	%		4.4	years


*Floating and Fixed Rate Debt Analysis*

	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Floating Rate Debt		8.90	%		1.23	%		1.41	%		1.0	years
Fixed Rate Debt		91.10	%		5.46	%		6.06	%		4.8	years

Total Consolidated Debt		100.00	%		5.08	%		5.65	%		4.4	years

(1)	Excludes unconsolidated joint ventures.

(2)	For our unsecured exchangeable notes, amounts are included in the year in which the first optional redemption date occurs (or, in the case of the exchangeable notes due 2014, the year of maturity).

Boston Properties, Inc.

Third Quarter 2010

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

as of September 30, 2010

(in thousands)


Property	2010			2011			2012			2013			2014			Thereafter			Total
599 Lexington Avenue	$	—		$	—		$	—		$	—		$	—		$	750,000		$	750,000
601 Lexington Avenue		2,442			456,633			—			—			—			—			459,075	(2)
Embarcadero Center Four		—			4,520			4,803			5,105			5,425			355,147			375,000
510 Madison Avenue								267,500												267,500	(3)
South of Market		187,957			—			—			—			—			—			187,957	(4)
505 9th Street		497			2,057			2,177			2,306			2,441			118,919			128,397
Wisconsin Place Office		—			97,169			—			—			—			—			97,169	(5)
One Freedom Square		361			1,521			65,511			—			—			—			67,393	(2)
New Dominion Technology Park, Building Two		—			—			—			—			63,000			—			63,000
Democracy Tower		59,758			—			—			—			—			—			59,758	(6)
140 Kendrick Street		254			1,061			1,143			47,889			—			—			50,347	(2)
Reservoir Place		—			—			345			827			48,828			—			50,000
New Dominion Technology Park, Building One		—			1,846			1,987			2,140			2,304			40,975			49,252
1330 Connecticut Avenue		358			44,796			—			—			—			—			45,154	(2)
Kingstowne Two and Retail		370			1,535			1,630			1,730			1,837			31,227			38,329	(2)
10 & 20 Burlington Mall Rd & 91 Hartwell		273			32,618			—			—			—			—			32,891
Montvale Center		—			—			25,000			—			—			—			25,000
Sumner Square		207			865			930			22,896			—			—			24,898
Kingstowne One		149			618			657			17,062			—			—			18,486	(2)
University Place		273			1,139			1,221			1,308			1,402			12,289			17,632
Atlantic Wharf		—			—			—			—			—			—			—	(7)

		252,899			646,378			372,904			101,263			125,237			1,308,557			2,807,238

Aggregate Fair Value Adjustments		1,007			2,605			1,582			632			137			137			6,100

		253,906			648,983			374,486			101,895			125,374			1,308,694			2,813,338

Unsecured Exchangeable Senior Notes, net of discount		—			—			671,174			450,000			742,735			—			1,863,909	(8)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(9,605	)		(39,997	)		(29,327	)		(23,052	)		(2,438	)		—			(104,419	)

		(9,605	)		(39,997	)		641,847			426,948			740,297			—			1,759,490

Unsecured Senior Notes, net of discount		—			—			—			924,163			—			1,947,895			2,872,058
Unsecured Line of Credit		—			—			—			—			—			—			—	(9)

	$	244,301		$	608,986		$	1,016,333		$	1,453,006		$	865,671		$	3,256,589		$	7,444,886

% of Total Consolidated Debt		3.28	%		8.18	%		13.65	%		19.52	%		11.63	%		43.74	%		100.00	%
Balloon Payments	$	247,715		$	625,866		$	1,028,380		$	1,460,415		$	854,081		$	3,205,050		$	7,421,507
Scheduled Amortization	$	6,191		$	23,117		$	17,280		$	15,643		$	14,028		$	51,539		$	127,798

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

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

(3)	The mortgage is fully secured by cash deposits.

(4)	Loan was scheduled to mature on November 21, 2010. On October 20, 2010, the Company used available cash to repay this loan.

(5)	Loan matures on January 29, 2011 and has two, one-year extension options subject to certain conditions.

(6)	Loan was scheduled to mature on December 19, 2010. On October 20, 2010, the Company used available cash to repay this loan.

(7)

As of September 30, 2010, the Company has not drawn any amounts under its $215.0 million construction loan facility. Loan matures on April 21, 2012 and has two, one-year extension options subject to certain conditions. On October 1, 2010, the Company released from collateral the residential portion of the project and reduced the loan commitment from $215.0 million to $192.5 million.

(8)	For our unsecured exchangeable senior notes, amounts are included in the year in which the first optional redemption date occurs (or, in the case of the unsecured exchangeable senior notes due 2014, the year of maturity).

(9)	The Unsecured Line of Credit matures on August 3, 2011.

Boston Properties, Inc.

Third Quarter 2010

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, 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, 2010 to show that the Company’s Operating Partnership was in compliance with the terms of the indenture, as amended, which has been filed with the SEC. This section also presents certain other indenture-related data which we believe assists investors in the Company’s unsecured debt securities. Management is not presenting these ratios and the related calculations for any other purpose or for any other period, and is not intending for these measures to otherwise provide information to investors about the Company’s financial condition or results of operations. Investors should not rely on these measures other than for purposes of testing our compliance with the indenture.


			Senior Notes Issued Prior to October 9, 2009			Senior Notes Issued On or After October 9, 2009
			September 30, 2010
Total Assets:
Capitalized Property Value (1)			$	15,670,286		$	16,066,457
Cash and Cash Equivalents (2)				1,270,074			1,270,074
Investments in Marketable Securities				7,911			7,911
Undeveloped Land, at Cost				754,120			754,120
Development in Process, at Cost (including Joint Venture %)				1,015,363			1,015,363

Total Assets			$	18,717,754		$	19,113,925

Unencumbered Assets			$	11,177,188		$	11,410,032

Secured Debt (Fixed and Variable) (2) (3)			$	2,539,738		$	2,539,738
Joint Venture Debt				1,558,597			1,558,597
Contingent Liabilities & Letters of Credit				16,535			16,535
Unsecured Debt (4)				4,748,694			4,748,694

Total Outstanding Debt			$	8,863,564		$	8,863,564

Consolidated EBITDA:
Income before income from unconsolidated joint ventures, gains on sales of real estate and income attributable to noncontrolling interests (per Consolidated Income Statement)			$	56,524		$	56,524
Add: Interest Expense (per Consolidated Income Statement)				97,103			97,103
Add: Depreciation and Amortization (per Consolidated Income Statement)				81,133			81,133
Add: Losses (Gains) from Investments in Securities (per Consolidated Income Statement)				(731	)		(731	)

EBITDA				234,029			234,029
Add: Company share of unconsolidated joint venture EBITDA				60,109			60,109

Consolidated EBITDA			$	294,138		$	294,138

Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)			$	97,103		$	97,103
Add: Company share of unconsolidated joint venture interest expense				24,433			24,433
Less: Amortization of financing costs				(2,146	)		(2,146	)
Less: Interest expense funded by construction loan draws				—			—

Adjusted Interest Expense			$	119,390		$	119,390


	Test		Actual			Actual
Covenant Ratios and Related Data
Total Outstanding Debt/Total Assets		Less than 60%		47.4	%		46.4	%
Secured Debt/Total Assets		Less than 50%		21.9	%		21.4	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)		Greater than 1.50x		2.46			2.46
Unencumbered Assets/ Unsecured Debt		Greater than 150%		235.4	%		240.3	%

Unencumbered Consolidated EBITDA			$	168,112		$	168,112

Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)				2.44			2.44

% of Unencumbered Consolidated EBITDA to Consolidated EBITDA				57.2	%		57.2	%

# of unencumbered properties				105			105

(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 the senior notes issued on or after October 9, 2009 will be 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)	Based on the Company’s covenant definitions, the debt and restricted cash associated with 510 Madison Avenue, which is fully secured by cash deposits, has been excluded.

(3)	Excludes fair value adjustment of $6,100.

(4)	Excludes debt discount of $12,727 and ASC 470-20 (formerly known as FSP APB 14-1) adjustment of $104,419.

Boston Properties, Inc.

Third Quarter 2010

UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS (*)

Debt Maturities and Principal Payments by Property

(in thousands)


Property	2010			2011			2012			2013			2014			Thereafter			Total
General Motors Building (60%)	$	—		$	—		$	—		$	—		$	—		$	963,600		$	963,600	(1)(2)
125 West 55th Street (60%)		376			1,562			1,659			1,763			1,874			116,352			123,586
Two Grand Central Tower (60%)		332			1,380			1,465			1,556			1,652			101,072			107,457
Metropolitan Square (51%)		—			—			—			662			1,187			87,401			89,250
540 Madison Avenue (60%)		60			240			240			70,920			—			—			71,460	(3)
Market Square North (50%)		—			—			—			161			993			63,846			65,000	(4)
901 New York Avenue (25%)		171			705			742			782			823			37,590			40,813
Annapolis Junction (50%)		—			21,349			—			—			—			—			21,349	(5)
500 North Capitol (30%)		—			—			—			6,600			—			—			6,600
Wisconsin Place Retail (5%)		—			3,227			—			—			—			—			3,227	(5)

		939			28,463			4,106			82,444			6,529			1,369,861			1,492,342

Aggregate Fair Value Adjustments		1,584			6,620			7,102			7,186			7,087			22,317			51,895

	$	2,523		$	35,083		$	11,208		$	89,630		$	13,616		$	1,392,178		$	1,544,237

GAAP Weighted Average Rate		6.00	%		2.19	%		6.00	%		6.66	%		5.77	%		6.39	%		6.32	%
% of Total Debt		0.16	%		2.27	%		0.73	%		5.80	%		0.88	%		90.15	%		100.00	%

Floating and Fixed Rate Debt Analysis


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


Floating Rate Debt		2.09	%		2.39	%		2.59	%		1.2	years
Fixed Rate Debt		97.91	%		5.86	%		6.40	%		7.0	years

Total Debt		100.00	%		5.79	%		6.32	%		6.9	years

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

(1)	Excludes the Company’s share ($270,000) of the aggregate of $450,000 of loans made to the joint venture by its partners.

(2)	This property has a fair value adjustment which is aggregated below. Although these mortgages require interest only payments with a balloon payment at maturity, the fair value adjustment is amortized over the term of the loan.

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

(4)	On September 20, 2010, Market Square North’s mortgage loan was refinanced with a new mortgage loan totaling $130,000, bearing interest at a fixed rate of 4.85% per annum and maturing on October 1, 2020.

(5)	Loan has a one-year extension option subject to certain conditions.

Boston Properties, Inc.

Third Quarter 2010

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of September 30, 2010


	General Motors Building			125 West 55th Street			Two Grand Central Tower			540 Madison Avenue			Market Square North			Metropolitan Square			901 New York Avenue			Wisconsin Place (1)			Annapolis Junction (2)			Eighth Avenue and 46th Street (2)			500 North Capitol			Subtotal		Value-Added Fund (3)(4)			Total Unconsolidated Joint Ventures
Investment (5)	$	676,383	(6)	$	113,831		$	96,002		$	70,246		$	7,638		$	14,556		$	(1,333	)	$	54,187		$	7,795		$	10,398		$	1,963		$	1,051,666	$	10,768		$	1,062,434
Note Receivable (6)		270,000			—			—			—			—			—			—			—			—			—			—			270,000		—			270,000

Net Equity (5)	$	406,383		$	113,831		$	96,002		$	70,246		$	7,638		$	14,556		$	(1,333	)	$	54,187		$	7,795		$	10,398		$	1,963		$	781,666	$	10,768		$	792,434

Mortgage/Construction loans payable (5) (7)	$	963,600		$	123,586		$	107,457		$	71,460		$	65,000		$	89,250		$	40,813		$	3,227		$	21,349		$	—		$	6,600		$	1,492,342	$	66,255		$	1,558,597

BXP’s nominal ownership percentage		60.00	%		60.00	%		60.00	%		60.00	%		50.00	%		51.00	%		25.00	%		23.89	%		50.00	%		50.00	%		30.00	%				36.92	%

Results of Operations

(unaudited and in thousands)

for the three months ended September 30, 2010


	General Motors Building			125 West 55th Street		Two Grand Central Tower			540 Madison Avenue		Market Square North			Metropolitan Square		901 New York Avenue			Wisconsin Place (1)			Annapolis Junction (2)			Eighth Avenue and 46th Street (2)			500 North Capitol			Subtotal		Value- Added Fund (3)			Total Unconsolidated Joint Ventures
REVENUE
Rental	$	54,389		$	9,992	$	9,898		$	6,969	$	5,518		$	8,010	$	8,341		$	2,205		$	4,232		$	—		$	1,981		$	111,535	$	4,506		$	116,041
Straight-line rent		3,496			1,302		(104	)		215		(171	)		409		(12	)		955			4			—			—			6,094		(181	)		5,913
Fair value lease revenue		27,578			622		1,428			534		—			—		—			—			—			—			18			30,180		298			30,478
Termination Income		—			—		2,526			165		—			—		3			—			—			—			—			2,694		—			2,694

Total revenue		85,463			11,916		13,748			7,883		5,347			8,419		8,332			3,160			4,236			—			1,999			150,503		4,623			155,126

EXPENSES
Operating		20,517			3,420		4,291			2,868		2,307			3,224		3,286			1,380			1,474			40			807			43,614		1,932			45,546

NET OPERATING INCOME		64,946			8,496		9,457			5,015		3,040			5,195		5,046			1,780			2,762			(40	)		1,192			106,889		2,691			109,580
Interest		26,395			3,179		2,723			1,918		1,583			2,540		2,147			420			190			—			413			41,508		2,734			44,242
Interest other - partner loans		14,878			—		—			—		—			—		—			—			—			—			—			14,878		—			14,878
Depreciation and amortization		30,522			4,098		3,896			2,089		913			1,858		1,380			1,985			(189	)		—			1,833			48,385		2,163			50,548

SUBTOTAL		71,795			7,277		6,619			4,007		2,496			4,398		3,527			2,405			1			—			2,246			104,771		4,897			109,668
Gains on sale of real estate		—			—		—			—		—			—		—			—			—			—			—			—		—			—
Guaranty obligation (8)		—			—		—			—		—			—		—			—			—			—			—			—		3,581			3,581
Impairment loss		—			—		—			—		—			—		—			—			—			—			—			—		—			—
Losses from early extinguishment of debt		—			—		—			—		—			—		—			—			—			—			—			—		—			—

NET INCOME/(LOSS)	$	(6,849	)	$	1,219	$	2,838		$	1,008	$	544		$	797	$	1,519		$	(625	)	$	2,761		$	(40	)	$	(1,054	)	$	2,118	$	(5,787	)	$	(3,669	)

BXP’s share of net income/(loss)	$	(4,109	)	$	731	$	1,703		$	605	$	272		$	406	$	830	(9)	$	(370	)	$	1,381		$	(20	)	$	(316	)	$	1,112	$	(1,613	)(4)	$	(501	)
Basis differential (10)		—		$	472		1,001			310		—			—		—			—			—			—			—			1,782		1,358	(4)		3,140
Impairment loss on investment		—			—		—			—		—			—		—			—			—			—			—			—		—			—
Elimination of inter-entity interest on partner loan		8,927			—		—			—		—			—		—			—			—			—			—			8,927		—			8,927

Income/(loss) from unconsolidated joint ventures	$	4,818		$	1,204	$	2,704		$	914	$	272		$	406	$	830		$	(370	)	$	1,381		$	(20	)	$	(316	)	$	11,820	$	(255	)(4)	$	11,565
BXP’s share of depreciation & amortization		18,313			2,070		1,691			1,029		456			948		520	(9)		489			(95	)		—			550			25,971		631	(4)		26,602

BXP’s share of Funds from Operations (FFO)	$	23,131		$	3,274	$	4,395		$	1,943	$	728		$	1,354	$	1,350		$	119		$	1,286		$	(20	)	$	234		$	37,791	$	376	(4)	$	38,167

BXP’s share of net operating income/(loss)	$	38,968		$	5,180	$	6,028		$	3,094	$	1,520		$	2,649	$	1,262		$	142		$	1,381		$	(20	)	$	358		$	60,561	$	1,162	(4)	$	61,723

(1)

Represents the Company’s interest in the joint venture entity that owns the land and infrastructure, as well as a nominal interest in the retail component of the project. The entity that owns the office component of the project, of which the Company has a 66.67% interest, has been consolidated within the accounts of the Company. The Company’s 5% ownership interest in the retail component of the project is not included in the Company’s property listing (approximately 5,900 square feet represents our share).

(2)	Property is currently not in service (i.e., under construction or undeveloped land). Two of three land parcels of Annapolis Junction are undeveloped land.

(3)

For additional information on the Value-Added Fund, see page 18. Information presented includes costs which relate to the organization and operations of the Value-Added Fund. The investments held by the Value-Added Fund are not included in the Company’s portfolio information tables or any other portfolio level statistics and therefore are presented on page 18.

(4)	Represents the Company’s 25% interest in 300 Billerica Road and Circle Star, as well as a 39.5% interest in Mountain View Research Park and Mountain View Technology Park.

(5)	Represents the Company’s share.

(6)	Includes the Company’s share ($270,000) of the aggregate of $450,000 of loans made to the joint venture by its partners.

(7)	Excludes fair value adjustments.

(8)

On October 20, 2010 the Company’s Value-Added Fund conveyed the fee simple title to its One and Two Circle Star Way properties and paid approximately $3.8 million, of which $3.6 million has been recognized as Guaranty obligation and $0.2 million is included in Net Income/(Loss) during the period, to the lender in satisfaction of its outstanding obligations under the existing mortgage loan. The mortgage loan had an outstanding principal amount of $42.0 million, bore interest at a fixed rate of 6.57% per annum and was scheduled to mature on September 1, 2013. The Value-Added Fund had guaranteed the payment of (1) an aggregate of approximately $5.0 million of unfunded tenant improvements costs and leasing commissions and (2) one year of real estate taxes of approximately $0.8 million. The Company had an effective ownership interest of 25% in the One and Two Circle Star Way properties.

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

(10)	Represents adjustment related to the impairment of the carrying values of certain of the Company’s investments in unconsolidated joint ventures and certain losses related to the Company’s investment in the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2010

Boston Properties Office Value-Added Fund, L.P.

On October 25, 2004, the Company formed Boston Properties Office Value-Added Fund, L.P. (the “Value-Added Fund”), a strategic partnership with third parties, to pursue the acquisition of value-added investments in non-core office assets within the Company’s existing markets. The Value-Added Fund had total equity commitments of $140 million. The Company receives asset management, property management, leasing and redevelopment fees and, if certain return thresholds are achieved, will be entitled to an additional promoted interest.

On January 7, 2008, the Company transferred the Mountain View properties to its Value-Added Fund. In connection with the transfer of the Research Park and Technology Park properties to the Value-Added Fund, the Company and its partners agreed to certain modifications to the Value-Added Fund’s original terms, including bifurcating the Value-Added Fund’s promote structure such that Research Park and Technology Park will be accounted for separately from the non-Mountain View properties currently owned by the Value-Added Fund (i.e., Circle Star and 300 Billerica Road). As a result of the modifications, the Company’s interest in the Mountain View properties is approximately 39.5% and its interest in the non-Mountain View properties is 25%. The Company does not expect that the Value-Added Fund will make any future investments in new properties. The investments held by the Value-Added Fund are not included in the Company’s portfolio information tables or any other portfolio level statistics and therefore are presented below.

Property Information


Property Name	Number of Buildings		Square Feet		Leased %			Annual Revenue per leased SF (1)		Mortgage Notes Payable (2)
300 Billerica Road, Chelmsford, MA		1		110,882		100.0	%	$	9.11	$	1,875	(3)
Circle Star, San Carlos, CA		2		206,945		—			—		10,500	(4)(7)
Mountain View Research Park, Mountain View, CA		16		600,449		76.3	%		31.45		44,243	(5)
Mountain View Technology Park, Mountain View, CA		7		135,279		64.3	%		26.80		9,638	(6)

Total		26		1,053,555		62.3	%	$	27.06	$	66,255

Results of Operations

(unaudited and in thousands)

for the three months ended September 30, 2010


	Value-Added Fund
REVENUE
Rental	$	4,506
Straight-line rent		(181	)
Fair value lease revenue		298

Total revenue		4,623

EXPENSES
Operating		1,932

SUBTOTAL		2,691
Interest		2,734
Depreciation and amortization		2,163

SUBTOTAL		4,897
Gains on sale of real estate		—
Guaranty obligation (7)		3,581
Impairment loss		—
Loss from early extinguishment of debt		—

NET INCOME	$	(5,787	)

BXP’s share of net income	$	(1,613	)
Basis differential (8)		1,358
Impairment loss on investment		—

Loss from Value-Added Fund	$	(255	)
BXP’s share of depreciation & amortization		631

BXP’s share of Funds from Operations (FFO)	$	376

The Company’s Equity in the Value-Added Fund	$	10,768

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Represents the Company’s share.

(3)	The mortgage bears interest at a fixed rate of 5.69% and matures on January 1, 2016.

(4)	The mortgage bears interest at a fixed rate of 6.57% and matures on September 1, 2013.

(5)

The mortgage bears interest at a variable rate of LIBOR plus 1.75% and matures on May 31, 2011, with two, one-year extension options. The Value-Added Fund has entered into three (3) interest rate swap contracts to fix the one-month LIBOR index rate at 3.63% per annum on an aggregate notional amount of $103 million. The swap contracts went into effect on June 2, 2008 and expire on April 1, 2011.

(6)

The mortgage bears interest at a variable rate of LIBOR plus 1.50% and matures on March 31, 2011, with two, one-year extension options. The Value-Added Fund has entered into an interest rate swap contract to fix the one-month LIBOR index rate at 4.085% per annum on a notional amount of $24 million. The swap contract went into effect on June 12, 2008 and expires on March 31, 2011.

(7)

(8)	Represents adjustment related to the impairment of the carrying values and certain losses related to the Company’s investment in the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2010

PORTFOLIO OVERVIEW

Rentable Square Footage and Percentage of Portfolio Net Operating Income of In-Service Properties by Location and Type of Property

for the Quarter Ended September 30, 2010 (1) (2) (3)


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 Hotel (4)			% of NOI Total (4)
Greater Boston		8,538,331			19.3	%		834,062			1.7	%		9,372,393			26.1	%		0.6	%		21.6	%
Greater Washington		9,365,778	(5)		21.9	%		756,325			1.0	%		10,122,103	(5)		28.2	%		—			22.9	%
Greater San Francisco		4,980,929			11.1	%		—			—			4,980,929			13.9	%		—			11.1	%
Midtown Manhattan		8,933,931	(6)		41.8	%		—			—			8,933,931	(6)		24.9	%		—			41.8	%
Princeton/East Brunswick, NJ		2,452,529			2.6	%		—			—			2,452,529			6.8	%		—			2.6	%

		34,271,498			96.7	%		1,590,387			2.7	%		35,861,885			100.0	%		0.6	%		100.0	%

% of Total		95.6	%					4.4	%					100.0	%

Percentage of Portfolio Net Operating Income of In-Service Properties

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


Geographic Area	CBD			Suburban			Total
Greater Boston		15.5	%		6.1	%		21.6	%
Greater Washington		8.7	%		14.2	%		22.9	%
Greater San Francisco		8.9	%		2.2	%		11.1	%
Midtown Manhattan		41.8	%		—			41.8	%
Princeton/East Brunswick, NJ		—			2.6	%		2.6	%

Total		74.9	%		25.1	%		100.0	%

Hotel Properties


Hotel Properties	Number of Rooms		Square Feet
Cambridge Center Marriott, Cambridge, MA		433		330,400

Total Hotel Properties		433		330,400

Structured Parking


	Number of Spaces		Square Feet
Total Structured Parking		38,651		12,844,106

(1)	For disclosures relating to our definition of In-Service Properties, see page 50.

(2)	Portfolio Net Operating Income is a non-GAAP financial measure. For a quantitative reconciliation of Portfolio NOI to net income available to common shareholders, see page 42. For disclosures relating to our use of Portfolio NOI see page 50.

(3)	Includes approximately 1,700,000 square feet of retail space.

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

(5)

Includes 586,950 square feet at Metropolitan Square which is 51% owned by Boston Properties, 401,324 square feet at Market Square North which is 50% owned by Boston Properties, 539,229 square feet at 901 New York Avenue which is 25% owned by Boston Properties, 321,943 square feet at 505 9th Street, N.W. which is 50% owned by Boston Properties, 117,599 square feet at Annapolis Junction which is 50% owned by Boston Properties, 299,136 square feet at Wisconsin Place which is 66.67% owned by Boston Properties and 175,698 square feet at 500 North Capitol which is 30% owned by Boston Properties.

(6)	Includes 1,800,321 square feet at the General Motors Building, 581,267 square feet at 125 West 55th Street, 639,269 square feet at Two Grand Central Tower and 288,580 square feet at 540 Madison Avenue, each of which is 60% owned by Boston Properties.

Boston Properties, Inc.

Third Quarter 2010

In-Service Property Listing

as of September 30, 2010


	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)
Greater Boston
Office
800 Boylston Street - The Prudential Center	CBD Boston MA		1		1,226,029		90.4	%	$	47.89		N		CBD
111 Huntington Avenue - The Prudential Center	CBD Boston MA		1		859,641		94.2	%		61.76		N		CBD
101 Huntington Avenue - The Prudential Center	CBD Boston MA		1		505,939		100.0	%		41.16		N		CBD
The Shops at the Prudential Center	CBD Boston MA		1		510,405		99.0	%		69.97		N		CBD
Shaws Supermarket at the Prudential Center	CBD Boston MA		1		57,235		100.0	%		49.44		N		CBD
One Cambridge Center	East Cambridge MA		1		215,573		90.4	%		41.39		N		CBD
Three Cambridge Center	East Cambridge MA		1		108,152		43.0	%		21.91		N		CBD
Four Cambridge Center	East Cambridge MA		1		199,131		58.6	%		42.93		N		CBD
Five Cambridge Center	East Cambridge MA		1		240,480		100.0	%		45.98		N		CBD
Eight Cambridge Center	East Cambridge MA		1		177,226		100.0	%		40.92		N		CBD
Ten Cambridge Center	East Cambridge MA		1		152,664		100.0	%		40.56		N		CBD
Eleven Cambridge Center	East Cambridge MA		1		79,616		100.0	%		48.59		N		CBD
University Place	Mid-Cambridge MA		1		195,282		100.0	%		39.79		Y		CBD
Reservoir Place	Route 128 Mass Turnpike MA		1		526,080		79.2	%		32.76		Y		S
Reservoir Place North	Route 128 Mass Turnpike MA		1		73,258		100.0	%		29.15		N		S
140 Kendrick Street	Route 128 Mass Turnpike MA		3		380,987		100.0	%		31.54		Y		S
230 CityPoint	Route 128 Mass Turnpike MA		1		299,944		98.5	%		35.64		N		S
77 CityPoint	Route 128 Mass Turnpike MA		1		209,707		100.0	%		42.81		N		S
(2) Waltham Office Center	Route 128 Mass Turnpike MA		1		67,005		38.3	%		16.47		N		S
195 West Street	Route 128 Mass Turnpike MA		1		63,500		100.0	%		37.99		N		S
200 West Street	Route 128 Mass Turnpike MA		1		255,430		32.4	%		31.99		N		S
(3) Weston Corporate Center	Route 128 Mass Turnpike MA		1		356,367		100.0	%		40.92		N		S
Waltham Weston Corporate Center	Route 128 Mass Turnpike MA		1		306,789		76.3	%		36.87		N		S
10 & 20 Burlington Mall Road	Route 128 Northwest MA		2		153,081		87.4	%		24.97		Y		S
Bedford Business Park	Route 128 Northwest MA		1		92,207		100.0	%		28.06		N		S
32 Hartwell Avenue	Route 128 Northwest MA		1		69,154		100.0	%		25.49		N		S
91 Hartwell Avenue	Route 128 Northwest MA		1		121,425		47.0	%		28.67		Y		S
92 Hayden Avenue	Route 128 Northwest MA		1		31,100		100.0	%		34.94		N		S
100 Hayden Avenue	Route 128 Northwest MA		1		55,924		100.0	%		34.22		N		S
33 Hayden Avenue	Route 128 Northwest MA		1		80,128		100.0	%		32.84		N		S
Lexington Office Park	Route 128 Northwest MA		2		166,745		75.1	%		26.91		N		S
191 Spring Street	Route 128 Northwest MA		1		158,900		100.0	%		31.35		N		S
181 Spring Street	Route 128 Northwest MA		1		55,793		50.2	%		32.54		N		S
201 Spring Street	Route 128 Northwest MA		1		106,300		100.0	%		32.79		N		S
40 Shattuck Road	Route 128 Northwest MA		1		121,216		75.9	%		21.30		N		S
Quorum Office Park	Route 128 Northwest MA		2		259,918		100.0	%		24.33		N		S

			41		8,538,331		89.2	%	$	42.51

Office/Technical
Seven Cambridge Center	East Cambridge MA		1		231,028		100.0	%	$	83.83		N		CBD
Fourteen Cambridge Center	East Cambridge MA		1		67,362		100.0	%		24.72		N		CBD
(2) 103 Fourth Avenue	Route 128 Mass Turnpike MA		1		62,476		58.5	%		24.29		N		S
Bedford Business Park	Route 128 Northwest MA		2		379,056		62.7	%		20.49		N		S
17 Hartwell Avenue	Route 128 Northwest MA		1		30,000		100.0	%		15.25		N		S
164 Lexington Road	Route 128 Northwest MA		1		64,140		0.0	%		—		N		S

			7		834,062		72.3	%	$	45.21

	Total Greater Boston:		48		9,372,393		87.7	%	$	42.71

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Property held for redevelopment.

(3)	Not included in Same Property analysis.

Boston Properties, Inc.

Third Quarter 2010

In-Service Property Listing (continued)

as of September 30, 2010


	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)
Greater Washington, DC
Office
Capital Gallery	Southwest Washington DC		1		621,009		100.0	%	$	48.35		N		CBD
500 E Street, S. W.	Southwest Washington DC		1		248,336		100.0	%		44.46		N		CBD
Metropolitan Square (51% ownership)	East End Washington DC		1		586,950		99.6	%		52.16		Y		CBD
1301 New York Avenue	East End Washington DC		1		188,357		100.0	%		46.14		N		CBD
Market Square North (50% ownership)	East End Washington DC		1		401,324		90.9	%		57.52		Y		CBD
(2)(3) 500 North Capitol (30% ownership)	CBD Washington DC		1		175,698		100.0	%		43.03		Y		CBD
505 9th Street, N.W. (50% ownership)	CBD Washington DC		1		321,943		96.0	%		62.48		Y		CBD
901 New York Avenue (25% ownership)	CBD Washington DC		1		539,229		99.8	%		60.29		Y		CBD
1333 New Hampshire Avenue	CBD Washington DC		1		315,371		100.0	%		48.93		N		CBD
1330 Connecticut Avenue	CBD Washington DC		1		252,136		98.3	%		57.06		Y		CBD
(3) 635 Massachusetts Avenue	CBD Washington DC		1		211,000		100.0	%		28.31		N		CBD
Sumner Square	CBD Washington DC		1		208,665		96.8	%		44.03		Y		CBD
Annapolis Junction (50% ownership)	Arundel County, MD		1		117,599		100.0	%		141.06		Y		S
Montvale Center	Montgomery County MD		1		123,392		81.7	%		26.60		Y		S
One Preserve Parkway	Montgomery County MD		1		183,734		76.7	%		35.18		N		S
2600 Tower Oaks Boulevard	Montgomery County MD		1		178,865		87.3	%		38.92		N		S
Wisconsin Place (66.67% ownership)	Montgomery County MD		1		299,136		96.5	%		46.26		Y		S
(2) Democracy Tower	Fairfax County VA		1		235,436		100.0	%		46.12		Y		S
Kingstowne One	Fairfax County VA		1		150,838		100.0	%		37.56		Y		S
Kingstowne Two	Fairfax County VA		1		156,251		98.2	%		38.10		Y		S
Kingstowne Retail	Fairfax County VA		1		88,288		100.0	%		30.79		Y		S
One Freedom Square	Fairfax County VA		1		423,922		96.0	%		41.20		Y		S
Two Freedom Square	Fairfax County VA		1		421,142		100.0	%		46.15		N		S
One Reston Overlook	Fairfax County VA		1		312,685		100.0	%		31.28		N		S
Two Reston Overlook	Fairfax County VA		1		134,615		91.8	%		33.00		N		S
One and Two Discovery Square	Fairfax County VA		2		366,990		95.3	%		45.74		N		S
New Dominion Technology Park - Building One	Fairfax County VA		1		235,201		100.0	%		33.05		Y		S
New Dominion Technology Park - Building Two	Fairfax County VA		1		257,400		100.0	%		39.48		Y		S
Reston Corporate Center	Fairfax County VA		2		261,046		100.0	%		35.15		N		S
South of Market	Fairfax County VA		3		647,682		97.5	%		45.13		Y		S
12290 Sunrise Valley	Fairfax County VA		1		182,424		100.0	%		38.25		N		S
(3) 12300 Sunrise Valley	Fairfax County VA		1		255,244		100.0	%		45.98		N		S
(3) 12310 Sunrise Valley	Fairfax County VA		1		263,870		100.0	%		46.36		N		S

			37		9,365,778		97.6	%	$	46.65

Office/Technical
(3) 6601 Springfield Center Drive	Fairfax County VA		1		26,388		100.0	%	$	11.33		N		S
7435 Boston Boulevard	Fairfax County VA		1		103,557		100.0	%		20.96		N		S
7451 Boston Boulevard	Fairfax County VA		1		47,001		100.0	%		23.79		N		S
7450 Boston Boulevard	Fairfax County VA		1		62,402		100.0	%		20.20		N		S
7374 Boston Boulevard	Fairfax County VA		1		57,321		100.0	%		16.46		N		S
8000 Grainger Court	Fairfax County VA		1		88,775		100.0	%		19.74		N		S
7500 Boston Boulevard	Fairfax County VA		1		79,971		100.0	%		15.07		N		S
7501 Boston Boulevard	Fairfax County VA		1		75,756		100.0	%		23.26		N		S
7601 Boston Boulevard	Fairfax County VA		1		103,750		100.0	%		14.38		N		S
7375 Boston Boulevard	Fairfax County VA		1		26,865		100.0	%		20.35		N		S
8000 Corporate Court	Fairfax County VA		1		52,539		100.0	%		20.58		N		S
7300 Boston Boulevard	Fairfax County VA		1		32,000		100.0	%		27.52		N		S

			12		756,325		100.0	%	$	19.19

	Total Greater Washington:		49		10,122,103		97.8	%	$	44.55

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Not included in Same Property analysis.

(3)	Property held for redevelopment.

Boston Properties, Inc.

Third Quarter 2010

In-Service Property Listing (continued)

as of September 30, 2010


	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)
Midtown Manhattan
Office
599 Lexington Avenue	Park Avenue NY		1		1,043,467		97.9	%	$	79.98		Y		CBD
601 Lexington Avenue	Park Avenue NY		1		1,629,685		96.0	%		82.04		Y		CBD
399 Park Avenue	Park Avenue NY		1		1,707,476		98.8	%		80.74		N		CBD
Times Square Tower	Times Square NY		1		1,243,866		99.4	%		72.32		N		CBD
General Motors Building (60% ownership)	Plaza District NY		1		1,800,321		98.4	%		113.61		Y		CBD
540 Madison Avenue (60% ownership)	Plaza District NY		1		288,580		95.2	%		101.44		Y		CBD
125 West 55th Street (60% ownership)	Sixth/Rock Center NY		1		581,267		100.0	%		66.29		Y		CBD
Two Grand Central Tower (60% ownership)	Grand Central District NY		1		639,269		90.8	%		61.74		Y		CBD

	Total Midtown Manhattan:		8		8,933,931		97.6	%	$	84.81

Princeton/East Brunswick, NJ
Office
101 Carnegie Center	Princeton NJ		1		123,659		100.0	%	$	29.34		N		S
104 Carnegie Center	Princeton NJ		1		102,830		97.2	%		35.07		N		S
105 Carnegie Center	Princeton NJ		1		69,955		55.3	%		29.46		N		S
201 Carnegie Center	Princeton NJ		—		6,500		100.0	%		30.57		N		S
202 Carnegie Center	Princeton NJ		1		130,582		78.7	%		32.19		N		S
206 Carnegie Center	Princeton NJ		1		161,763		100.0	%		33.85		N		S
210 Carnegie Center	Princeton NJ		1		162,368		92.8	%		36.95		N		S
211 Carnegie Center	Princeton NJ		1		47,025		100.0	%		32.27		N		S
212 Carnegie Center	Princeton NJ		1		149,354		82.0	%		36.18		N		S
214 Carnegie Center	Princeton NJ		1		150,774		77.7	%		31.91		N		S
302 Carnegie Center	Princeton NJ		1		64,926		100.0	%		33.15		N		S
502 Carnegie Center	Princeton NJ		1		118,120		82.1	%		34.94		N		S
504 Carnegie Center	Princeton NJ		1		121,990		100.0	%		30.05		N		S
506 Carnegie Center	Princeton NJ		1		145,213		100.0	%		34.32		N		S
508 Carnegie Center	Princeton NJ		1		128,662		57.8	%		33.00		N		S
510 Carnegie Center	Princeton NJ		1		234,160		100.0	%		29.38		N		S
(2) 701 Carnegie Center	Princeton NJ		1		120,000		100.0	%		36.32		N		S

			16		2,037,881		89.7	%	$	33.03

One Tower Center	East Brunswick NJ		1		414,648		47.2	%	$	32.03		N		S

			1		414,648		47.2	%	$	32.03

	Total Princeton/East Brunswick, NJ:		17		2,452,529		82.5	%	$	32.94

Greater San Francisco
Office
Embarcadero Center One	CBD San Francisco CA		1		833,723		87.1	%	$	47.35		N		CBD
Embarcadero Center Two	CBD San Francisco CA		1		779,768		96.9	%		50.69		N		CBD
Embarcadero Center Three	CBD San Francisco CA		1		775,086		91.7	%		42.36		N		CBD
Embarcadero Center Four	CBD San Francisco CA		1		936,791		91.1	%		63.00		Y		CBD

			4		3,325,368		91.6	%	$	51.33

611 Gateway	South San Francisco CA		1		256,302		100.0	%	$	34.54		N		S
601 and 651 Gateway	South San Francisco CA		2		506,224		97.5	%		32.91		N		S
303 Almaden	San Jose CA		1		158,499		90.8	%		34.89		N		CBD
(3) North First Business Park	San Jose CA		5		190,636		75.8	%		16.77		N		S
3200 Zanker Road	San Jose CA		4		543,900		100.0	%		15.13		N		S

			13		1,655,561		95.6	%	$	25.77

	Total Greater San Francisco:		17		4,980,929		92.9	%	$	42.55

	Total In-Service Properties:		139		35,861,885		93.4	%	$	53.60

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Not included in Same Property analysis.

(3)	Property held for redevelopment.

Boston Properties, Inc.

Third Quarter 2010

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION

TOP 20 TENANTS BY SQUARE FEET LEASED


Tenant		Sq. Ft.			% of Portfolio
1	US Government		2,002,912	(1)		5.59	%
2	Lockheed Martin		1,290,756			3.60	%
3	Citibank		1,047,695	(2)		2.92	%
4	Kirkland & Ellis		648,566	(3)		1.81	%
5	Genentech		640,271			1.79	%
6	Biogen		576,393			1.61	%
7	Ropes & Gray		528,931			1.47	%
8	O’Melveny & Myers		511,659			1.43	%
9	Shearman & Sterling		472,808			1.32	%
10	Weil Gotshal Manges		444,982	(4)		1.24	%
11	Parametric Technology		380,987			1.06	%
12	Finnegan Henderson Farabow		363,744	(5)		1.01	%
13	Microsoft		342,478	(6)		0.95	%
14	Ann Taylor		338,942			0.95	%
15	Accenture		310,312			0.87	%
16	Bingham McCutchen		301,385			0.84	%
17	URS Energy & Construction		299,079			0.83	%
18	Northrop Grumman		297,716			0.83	%
19	Aramis (Estee Lauder)		295,610	(7)		0.82	%
20	Akin Gump Strauss Hauer & Feld		290,132			0.81	%
	Total % of Portfolio Square Feet					31.75	%
	Total % of Portfolio Revenue					32.75	%

Notable Signed Deals (8)


Tenant	Property	Sq. Ft.
Wellington Management	Atlantic Wharf		454,000
Defense Intelligence Agency (US Government)	12300 & 12310 Sunrise Valley		523,000
Mass Financial Services (MFS)	111 Huntington Avenue		279,000
Hunton & Williams LLP	2200 Pennsylvania Avenue		189,806

(1)	Includes 28,384, 68,173, 75,074 & 175,698 square feet of space in properties in which Boston Properties has a 60%, 51%, 50% & 30% interest, respectively.

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

(3)	Includes 256,904 square feet of space in a property in which Boston Properties has a 51% interest.

(4)	All space is in a property in which Boston Properties has a 60% interest.

(5)	Includes 266,539 square feet of space in a property in which Boston Properties has a 25% interest.

(6)	Includes 133,725 square feet of space in a property in which Boston Properties has a 67% interest.

(7)	All space is in a property in which Boston Properties has a 60% interest.

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

TENANT DIVERSIFICATION (GROSS RENT) *

LOGO

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

Boston Properties, Inc.

Third Quarter 2010

IN-SERVICE OFFICE PROPERTIES

Lease Expirations (1) (2)


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
2010		716,549	$	24,232,620	$	33.82	$	24,232,620	$	33.82		2.19	%
2011		2,666,272		131,922,554		49.48		132,197,125		49.58		8.15	%
2012		2,837,055		136,423,387		48.09		131,546,622		46.37		8.67	%
2013		1,563,843		64,505,408		41.25		66,378,205		42.45		4.78	%
2014		2,882,806		117,087,228		40.62		127,108,104		44.09		8.81	%
2015		2,487,397		119,096,276		47.88		132,741,010		53.37		7.60	%
2016		2,467,764		122,095,132		49.48		132,475,188		53.68		7.54	%
2017		3,122,111		209,110,125		66.98		225,413,878		72.20		9.54	%
2018		574,010		42,009,627		73.19		47,055,738		81.98		1.75	%
2019		2,915,806		166,338,533		57.05		185,507,448		63.62		8.91	%
Thereafter		7,964,234		490,759,960		61.62		577,167,295		72.47		24.35	%

Occupancy By Location (3)


	CBD						Suburban						Total
Location	30-Sep-10			30-Sep-09			30-Sep-10			30-Sep-09			30-Sep-10			30-Sep-09
Midtown Manhattan		97.6	%		93.7	%		n/a			n/a			97.6	%		93.7	%
Greater Boston		92.6	%		95.7	%		85.5	%		89.1	%		89.2	%		92.7	%
Greater Washington		98.4	%		99.4	%		96.9	%		92.6	%		97.6	%		95.5	%
Greater San Francisco		91.6	%		91.0	%		96.1	%		90.1	%		92.9	%		90.7	%
Princeton/East Brunswick, NJ		n/a			n/a			82.5	%		81.3	%		82.5	%		81.3	%

Total Portfolio		95.7	%		94.7	%		90.7	%		89.3	%		93.7	%		92.6	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any data on properties owned by the Value-Added Fund.

(3)	Includes approximately 1,700,000 square feet of retail space.

Boston Properties, Inc.

Third Quarter 2010

IN-SERVICE OFFICE/TECHNICAL PROPERTIES

Lease Expirations (1) (2)


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
2010		239,478		$	5,032,439		$	21.01		$	5,032,439		$	21.01			15.06	%
2011		153,637			2,817,846			18.34			2,375,421			15.46			9.66	%
2012		185,359			4,025,245			21.72			4,083,972			22.03			11.65	%
2013		7,479			148,517			19.86			154,497			20.66			0.47	%
2014		258,020			4,691,608			18.18			4,942,371			19.15			16.22	%
2015		37,777			694,864			18.39			770,498			20.40			2.38	%
2016		225,532			18,991,330			84.21			19,291,288			85.54			14.18	%
2017		—			—			—			—			—			0.00	%
2018		—			—			—			—			—			0.00	%
2019		—			—			—			—			—			0.00	%
Thereafter		237,776			4,871,666			20.49			5,190,554			21.83			14.95	%

*Occupancy By Location*

	CBD						Suburban						Total
Location	30-Sep-10			30-Sep-09			30-Sep-10			30-Sep-09			30-Sep-10			30-Sep-09
Midtown Manhattan		n/a			n/a			n/a			n/a			n/a			n/a
Greater Boston		100.0	%		100.0	%		56.8	%		56.8	%		72.3	%		72.3	%
Greater Washington		n/a			n/a			100.0	%		91.6	%		100.0	%		91.6	%
Greater San Francisco		n/a			n/a			n/a			n/a			n/a			n/a
Princeton/East Brunswick, NJ		n/a			n/a			n/a			n/a			n/a			n/a

Total Portfolio		100.0	%		100.0	%		82.1	%		77.9	%		85.5	%		81.9	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2010

IN-SERVICE RETAIL PROPERTIES

Lease Expirations (1) (2)


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
2010		62,497	$	2,414,927	$	38.64	$	2,426,927	$	38.83		4.01	%
2011		56,167		6,035,305		107.45		5,968,634		106.27		3.60	%
2012		143,008		9,520,006		66.57		9,710,999		67.91		9.17	%
2013		73,339		6,153,554		83.91		6,274,273		85.55		4.70	%
2014		53,902		4,918,384		91.25		5,186,318		96.22		3.46	%
2015		145,287		12,988,772		89.40		14,151,040		97.40		9.32	%
2016		154,287		17,148,859		111.15		18,787,473		121.77		9.89	%
2017		107,995		6,758,260		62.58		7,222,706		66.88		6.92	%
2018		227,785		10,469,518		45.96		11,217,147		49.24		14.61	%
2019		55,477		3,716,258		66.99		4,357,615		78.55		3.56	%
Thereafter		479,847		27,794,890		57.92		34,544,550		71.99		30.77	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2010

GRAND TOTAL OF ALL

IN-SERVICE PROPERTIES

Lease Expirations (1) (2)


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
2010		1,018,524	$	31,679,986	$	31.10	$	31,691,986	$	31.12		2.8	%
2011		2,876,076		140,775,705		48.95		140,541,179		48.87		8.0	%
2012		3,165,422		149,968,638		47.38		145,341,594		45.92		8.8	%
2013		1,644,661		70,807,478		43.05		72,806,975		44.27		4.6	%
2014		3,194,728		126,697,220		39.66		137,236,794		42.96		8.9	%
2015		2,670,461		132,779,913		49.72		147,662,549		55.29		7.4	%
2016		2,847,583		158,235,321		55.57		170,553,949		59.89		7.9	%
2017		3,230,106		215,868,385		66.83		232,636,584		72.02		9.0	%
2018		801,795		52,479,145		65.45		58,272,885		72.68		2.2	%
2019		2,971,283		170,054,791		57.23		189,865,063		63.90		8.3	%
Thereafter		8,681,857		523,426,516		60.29		616,902,399		71.06		24.2	%



*Occupancy By Location*

	CBD						Suburban						Total
Location	30-Sep-10			30-Sep-09			30-Sep-10			30-Sep-09			30-Sep-10			30-Sep-09
Midtown Manhattan		97.6	%		93.7	%		n/a			n/a			97.6	%		93.7	%
Greater Boston		93.0	%		96.0	%		82.1	%		85.1	%		87.7	%		90.8	%
Greater Washington		98.4	%		99.4	%		97.3	%		92.5	%		97.8	%		95.2	%
Greater San Francisco		91.6	%		91.0	%		96.1	%		90.1	%		92.9	%		90.7	%
Princeton/East Brunswick, NJ		n/a			n/a			82.5	%		81.3	%		82.5	%		81.3	%

Total Portfolio		95.7	%		94.8	%		89.9	%		88.2	%		93.4	%		92.1	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2010

IN-SERVICE GREATER BOSTON PROPERTIES

Lease Expirations - Greater Boston (1) (2)


	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
2010		149,446	$	5,208,687	$	34.85	$	5,208,687	$	34.85			—	$	—	$	—	$	—	$	—
2011		774,417		27,044,645		34.92		26,966,130		34.82			36,528		887,324		24.29		428,532		11.73
2012		977,287		35,129,173		35.95		35,560,669		36.39			67,362		1,665,183		24.72		1,665,183		24.72
2013		521,263		21,165,943		40.61		22,230,461		42.65			—		—		—		—		—
2014		536,066		19,441,103		36.27		19,813,691		36.96			30,000		457,500		15.25		457,500		15.25
2015		747,050		26,969,074		36.10		29,451,577		39.42			—		—		—		—		—
2016		329,422		10,709,667		32.51		11,685,974		35.47			225,532		18,991,330		84.21		19,291,288		85.54
2017		371,288		16,337,473		44.00		18,788,169		50.60			—		—		—		—		—
2018		12,123		425,188		35.07		422,960		34.89			—		—		—		—		—
2019		576,611		24,207,746		41.98		26,375,038		45.74			—		—		—		—		—
Thereafter		1,792,950		92,259,806		51.46		104,471,573		58.27			237,776		4,871,666		20.49		5,190,554		21.83

	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
2010		1,521	$	655,435	$	430.92	$	667,435	$	438.81	(3)		150,967	$	5,864,122	$	38.84	$	5,876,122	$	38.92
2011		25,499		3,779,047		148.20		3,690,607		144.74	(4)		836,444		31,711,015		37.91		31,085,268		37.16
2012		61,021		2,315,286		37.94		2,315,285		37.94			1,105,670		39,109,642		35.37		39,541,136		35.76
2013		28,464		3,502,019		123.03		3,503,460		123.08			549,727		24,667,961		44.87		25,733,920		46.81
2014		16,492		2,154,072		130.61		2,186,293		132.57			582,558		22,052,676		37.85		22,457,484		38.55
2015		72,607		5,353,688		73.74		5,424,070		74.70			819,657		32,322,763		39.43		34,875,647		42.55
2016		14,617		1,776,577		121.54		1,850,442		126.60			569,571		31,477,574		55.27		32,827,703		57.64	(5)
2017		43,745		2,658,473		60.77		2,819,584		64.45			415,033		18,995,946		45.77		21,607,753		52.06
2018		171,701		7,327,968		42.68		7,644,861		44.52			183,824		7,753,156		42.18		8,067,821		43.89
2019		16,025		1,735,414		108.29		2,066,071		128.93			592,636		25,943,159		43.78		28,441,108		47.99
Thereafter		230,945		9,850,037		42.65		11,496,105		49.78			2,261,671		106,981,509		47.30		121,158,232		53.57

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any data on properties owned by the Value-Added Fund.

(3)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $115.89 per square foot and $115.89 per square foot in 2010.

(4)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $94.34 per square foot and $95.31 per square foot in 2011.

(5)	Includes 225,532 square feet of research/laboratory space, excluding the research/laboratory space current and future expiring rents would be $35.77 per square foot and $38.84 per square foot in 2016.

Boston Properties, Inc.

Third Quarter 2010

IN-SERVICE GREATER BOSTON PROPERTIES

Quarterly Lease Expirations - Greater Boston (1) (2)


	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 2010		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2010		—		—		—		—		—			—		—		—		—		—
Q3 2010		—		—		—		—		—			—		—		—		—		—
Q4 2010		149,446		5,208,687		34.85		5,208,687		34.85			—		—		—		—		—

Total 2010		149,446	$	5,208,687	$	34.85	$	5,208,687	$	34.85			—	$	—	$	—	$	—	$	—

Q1 2011		154,627	$	5,624,602	$	36.38	$	5,624,602	$	36.38			—	$	—	$	—	$	—	$	—
Q2 2011		368,570		11,442,840		31.05		11,442,840		31.05			—		—		—		—		—
Q3 2011		122,445		4,231,245		34.56		4,203,084		34.33			36,528		887,324		24.29		428,532		11.73
Q4 2011		128,775		5,745,957		44.62		5,695,604		44.23			—		—		—		—		—

Total 2011		774,417	$	27,044,645	$	34.92	$	26,966,130	$	34.82			36,528	$	887,324	$	24.29	$	428,532	$	11.73


	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 2010		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2010		—		—		—		—		—			—		—		—		—		—
Q3 2010		—		—		—		—		—			—		—		—		—		—
Q4 2010		1,521		655,435		430.92		667,435		438.81			150,967		5,864,122		38.84		5,876,122		38.92

Total 2010		1,521	$	655,435	$	430.92	$	667,435	$	438.81	(3)		150,967	$	5,864,122	$	38.84	$	5,876,122	$	38.92

Q1 2011		13,278	$	1,806,337	$	136.04	$	1,718,137	$	129.40			167,905	$	7,430,938	$	44.26	$	7,342,738	$	43.73
Q2 2011		1,934		617,102		319.08		618,218		319.66			370,504		12,059,942		32.55		12,061,058		32.55
Q3 2011		7		431,250		61,607.13		405,150		57,878.55			158,980		5,549,819		34.91		5,036,765		31.68
Q4 2011		10,280		924,358		89.92		949,102		92.33			139,055		6,670,315		47.97		6,644,706		47.78

Total 2011		25,499	$	3,779,047	$	148.20	$	3,690,607	$	144.74	(4)		836,444	$	31,711,015	$	37.91	$	31,085,268	$	37.16

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any data on properties owned by the Value-Added Fund.

(3)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $115.89 per square foot and $115.89 per square foot in 2010.

(4)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $94.34 per square foot and $95.31 per square foot in 2011.

Boston Properties, Inc.

Third Quarter 2010

IN-SERVICE GREATER WASHINGTON PROPERTIES

Lease Expirations - Greater Washington (1) (2)


	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
2010		115,423	$	5,568,283	$	48.24	$	5,568,283	$	48.24			239,478	$	5,032,439	$	21.01	$	5,032,439	$	21.01
2011		967,774		49,204,233		50.84		49,336,549		50.98	(3)(5)		117,109		1,930,523		16.48		1,946,889		16.62
2012		1,077,445		47,695,705		44.27		48,501,026		45.01	(6)		117,997		2,360,062		20.00		2,418,789		20.50
2013		172,780		9,010,157		52.15		9,331,014		54.01			7,479		148,517		19.86		154,497		20.66
2014		991,104		39,376,174		39.73		46,962,815		47.38			228,020		4,234,108		18.57		4,484,871		19.67
2015		695,161		30,731,823		44.21		34,636,641		49.83			37,777		694,864		18.39		770,498		20.40
2016		424,354		16,820,215		39.64		19,306,890		45.50			—		—		—		—		—
2017		857,165		46,507,154		54.26		50,275,922		58.65			—		—		—		—		—
2018		338,243		16,759,612		49.55		19,733,363		58.34			—		—		—		—		—
2019		1,091,151		52,704,545		48.30		61,944,833		56.77			—		—		—		—		—
Thereafter		2,024,699		94,302,497		46.58		119,612,111		59.08			—		—		—		—		—

	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
2010		17,730	$	815,940	$	46.02	$	815,940	$	46.02			372,631	$	11,416,661	$	30.64	$	11,416,661	$	30.64
2011		7,181		329,055		45.82		330,960		46.09			1,092,064		51,463,811		47.13		51,614,397		47.26	(4)(5)
2012		11,984		514,736		42.95		524,670		43.78			1,207,426		50,570,503		41.88		51,444,486		42.61	(6)
2013		8,207		422,747		51.51		441,453		53.79			188,466		9,581,421		50.84		9,926,965		52.67
2014		12,053		647,254		53.70		694,840		57.65			1,231,177		44,257,536		35.95		52,142,526		42.35
2015		28,902		1,435,373		49.66		1,485,068		51.38			761,840		32,862,061		43.14		36,892,206		48.43
2016		18,379		930,071		50.61		1,025,165		55.78			442,733		17,750,286		40.09		20,332,055		45.92
2017		24,412		1,083,993		44.40		1,174,633		48.12			881,577		47,591,147		53.98		51,450,555		58.36
2018		39,165		2,369,868		60.51		2,676,393		68.34			377,408		19,129,481		50.69		22,409,757		59.38
2019		29,933		1,288,850		43.06		1,454,973		48.61			1,121,084		53,993,395		48.16		63,399,805		56.55
Thereafter		136,979		4,747,893		34.66		5,991,447		43.74			2,161,678		99,050,390		45.82		125,603,558		58.10

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any data on properties owned by the Value-Added Fund.

(3)	Includes 85,375 square feet of SCIF space, excluding the SCIF space current and future expiring rents would be $40.22 per square foot and $40.43 per square foot in 2011.

(4)	Includes 85,375 square feet of SCIF space, excluding the SCIF space current and future expiring rents would be $36.53 per square foot and $36.73 per square foot in 2011.

(5)	Includes 267,870 square feet of space to be taken out of service for redevelopment, see page 47 for further details.

(6)	Includes 255,244 square feet of space to be taken out of service for redevelopment, see page 47 for further details.

Boston Properties, Inc.

Third Quarter 2010

IN-SERVICE GREATER WASHINGTON PROPERTIES

Quarterly Lease Expirations - Greater Washington (1) (2)


	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 2010		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2010		—		—		—		—		—			—		—		—		—		—
Q3 2010		—		—		—		—		—			—		—		—		—		—
Q4 2010		115,423		5,568,283		48.24		5,568,283		48.24			239,478		5,032,439		21.01		5,032,439		21.01

Total 2010		115,423	$	5,568,283	$	48.24	$	5,568,283	$	48.24			239,478	$	5,032,439	$	21.01	$	5,032,439	$	21.01

Q1 2011		422,653	$	16,319,888	$	38.61	$	16,319,888	$	38.61			57,321	$	943,635	$	16.46	$	943,635	$	16.46
Q2 2011		239,661		18,710,138		78.07		18,791,028		78.41			—		—		—		—		—
Q3 2011		278,124		12,909,439		46.42		12,915,852		46.44			59,788		986,888		16.51		1,003,254		16.78
Q4 2011		27,336		1,264,768		46.27		1,309,780		47.91			—		—		—		—		—

Total 2011		967,774	$	49,204,233	$	50.84	$	49,336,549	$	50.98	(3)(5)		117,109	$	1,930,523	$	16.48	$	1,946,889	$	16.62


	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 2010		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2010		—		—		—		—		—			—		—		—		—		—
Q3 2010		—		—		—		—		—			—		—		—		—		—
Q4 2010		17,730		815,940		46.02		815,940		46.02			372,631		11,416,661		30.64		11,416,661		30.64

Total 2010		17,730	$	815,940	$	46.02	$	815,940	$	46.02			372,631	$	11,416,661	$	30.64	$	11,416,661	$	30.64

Q1 2011		1,316	$	79,056	$	60.07	$	79,056	$	60.07			481,290	$	17,342,579	$	36.03	$	17,342,579	$	36.03
Q2 2011		—		—		—		—		—			239,661		18,710,138		78.07		18,791,028		78.41
Q3 2011		3,074		132,706		43.17		132,706		43.17			340,986		14,029,033		41.14		14,051,812		41.21
Q4 2011		2,791		117,294		42.03		119,198		42.71			30,127		1,382,062		45.87		1,428,978		47.43

Total 2011		7,181	$	329,055	$	45.82	$	330,960	$	46.09			1,092,064	$	51,463,811	$	47.13	$	51,614,397	$	47.26	(4)(5)

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any data on properties owned by the Value-Added Fund.

(3)	Includes 85,375 square feet of SCIF space, excluding the SCIF space current and future expiring rents would be $40.22 per square foot and $40.43 per square foot in 2011.

(4)	Includes 85,375 square feet of SCIF space, excluding the SCIF space current and future expiring rents would be $36.53 per square foot and $36.73 per square foot in 2011.

(5)	Includes 267,870 square feet of space to be taken out of service for redevelopment, see page 47 for further details.

Boston Properties, Inc.

Third Quarter 2010

IN-SERVICE GREATER SAN FRANCISCO PROPERTIES

Lease Expirations - Greater San Francisco (1) (2)


	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
2010		311,899	$	6,002,254	$	19.24	$	6,002,254	$	19.24		—	$	—	$	—	$	—	$	—
2011		404,657		26,369,413		65.16		26,524,824		65.55		—		—		—		—		—
2012		272,686		13,966,859		51.22		14,125,224		51.80		—		—		—		—		—
2013		510,222		14,444,159		28.31		14,735,375		28.88		—		—		—		—		—
2014		469,110		18,539,462		39.52		19,371,038		41.29		—		—		—		—		—
2015		467,120		17,743,285		37.98		19,471,243		41.68		—		—		—		—		—
2016		974,748		39,817,453		40.85		42,397,129		43.50		—		—		—		—		—
2017		291,684		12,546,587		43.01		13,480,584		46.22		—		—		—		—		—
2018		58,268		3,583,433		61.50		3,989,491		68.47		—		—		—		—		—
2019		80,697		3,546,128		43.94		3,868,916		47.94		—		—		—		—		—
Thereafter		505,873		27,445,964		54.25		30,215,309		59.73		—		—		—		—		—

	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
2010		42,938	$	919,552	$	21.42	$	919,552	$	21.42		354,837	$	6,921,806	$	19.51	$	6,921,806	$	19.51
2011		10,817		564,881		52.22		566,596		52.38		415,474		26,934,294		64.83		27,091,420		65.21
2012		32,591		2,393,264		73.43		2,516,094		77.20		305,277		16,360,123		53.59		16,641,317		54.51
2013		34,986		2,051,645		58.64		2,138,562		61.13		545,208		16,495,803		30.26		16,873,936		30.95
2014		14,339		787,806		54.94		848,196		59.15		483,449		19,327,268		39.98		20,219,233		41.82
2015		33,790		1,817,463		53.79		1,897,101		56.14		500,910		19,560,748		39.05		21,368,344		42.66
2016		26,815		1,238,446		46.18		1,354,258		50.50		1,001,563		41,055,899		40.99		43,751,386		43.68
2017		13,153		722,955		54.96		781,791		59.44		304,837		13,269,542		43.53		14,262,375		46.79
2018		16,919		771,682		45.61		895,893		52.95		75,187		4,355,114		57.92		4,885,383		64.98
2019		5,642		295,420		52.36		344,092		60.99		86,339		3,841,548		44.49		4,213,007		48.80
Thereafter		13,451		444,721		33.06		490,679		36.48		519,324		27,890,685		53.71		30,705,988		59.13

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2010

IN-SERVICE GREATER SAN FRANCISCO PROPERTIES

Quarterly Lease Expirations - Greater San Francisco (1) (2)


	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 2010		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2010		—		—		—		—		—		—		—		—		—		—
Q3 2010		—		—		—		—		—		—		—		—		—		—
Q4 2010		311,899		6,002,254		19.24		6,002,254		19.24		—		—		—		—		—

Total 2010		311,899	$	6,002,254	$	19.24	$	6,002,254	$	19.24		—	$	—	$	—	$	—	$	—

Q1 2011		10,294	$	464,016	$	45.08	$	464,016	$	45.08		—	$	—	$	—	$	—	$	—
Q2 2011		65,933		3,082,774		46.76		3,090,571		46.87		—		—		—		—		—
Q3 2011		135,086		11,501,627		85.14		11,508,815		85.20		—		—		—		—		—
Q4 2011		193,344		11,320,997		58.55		11,461,423		59.28		—		—		—		—		—

Total 2011		404,657	$	26,369,413	$	65.16	$	26,524,824	$	65.55		—	$	—	$	—	$	—	$	—


	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 2010		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2010		—		—		—		—		—		—		—		—		—		—
Q3 2010		—		—		—		—		—		—		—		—		—		—
Q4 2010		42,938		919,552		21.42		919,552		21.42		354,837		6,921,806		19.51		6,921,806		19.51

Total 2010		42,938	$	919,552	$	21.42	$	919,552	$	21.42		354,837	$	6,921,806	$	19.51	$	6,921,806	$	19.51

Q1 2011		7,355	$	369,643	$	50.26	$	369,643	$	50.26		17,649	$	833,658	$	47.24	$	833,658		47.24
Q2 2011		—		—		—		—		—		65,933		3,082,774		46.76		3,090,571		46.87
Q3 2011		180		27,049		150.27		27,049		150.27		135,266		11,528,675		85.23		11,535,864		85.28
Q4 2011		3,282		168,189		51.25		169,904		51.77		196,626		11,489,186		58.43		11,631,327		59.15

Total 2011		10,817	$	564,881	$	52.22	$	566,596	$	52.38		415,474	$	26,934,294	$	64.83	$	27,091,420	$	65.21

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2010

IN-SERVICE MIDTOWN MANHATTAN PROPERTIES

Lease Expirations - Midtown Manhattan (1) (2)


	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
2010		83,030	$	5,489,605	$	66.12	$	5,489,605	$	66.12		—	$	—	$	—	$	—	$	—
2011		210,531		18,348,842		87.16		18,423,192		87.51		—		—		—		—		—
2012		459,993		37,917,445		82.43		38,107,014		82.84		—		—		—		—		—
2013		132,200		12,234,604		92.55		12,234,604		92.55		—		—		—		—		—
2014		200,320		17,042,450		85.08		17,316,001		86.44		—		—		—		—		—
2015		387,482		37,726,978		97.36		42,893,686		110.70		—		—		—		—		—
2016		676,892		52,706,432		77.87		56,912,164		84.08		—		—		—		—		—
2017		1,454,094		129,390,661		88.98		138,347,179		95.14		—		—		—		—		—
2018		165,376		21,241,394		128.44		22,909,924		138.53		—		—		—		—		—
2019		1,018,587		81,437,119		79.95		88,341,621		86.73		—		—		—		—		—
Thereafter		3,520,712		272,393,581		77.37		318,030,190		90.33		—		—		—		—		—

	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
2010		308	$	24,000	$	77.92	$	24,000	$	77.92		83,338	$	5,513,605	$	66.16	$	5,513,605	$	66.16
2011		12,670		1,362,322		107.52		1,380,472		108.96		223,201		19,711,163		88.31		19,803,663		88.73
2012		37,412		4,296,720		114.85		4,354,951		116.41		497,405		42,214,165		84.87		42,461,965		85.37
2013		1,682		177,143		105.32		190,798		113.44		133,882		12,411,748		92.71		12,425,403		92.81
2014		11,018		1,329,251		120.64		1,456,989		132.24		211,338		18,371,702		86.93		18,772,990		88.83
2015		9,988		4,382,248		438.75		5,344,801		535.12		397,470		42,109,226		105.94		48,238,487		121.36
2016		94,476		13,203,765		139.76		14,557,609		154.09		771,368		65,910,197		85.45		71,469,773		92.65
2017		26,685		2,292,839		85.92		2,446,698		91.69		1,480,779		131,683,500		88.93		140,793,877		95.08
2018		—		—		—		—		—		165,376		21,241,394		128.44		22,909,924		138.53
2019		3,877		396,574		102.29		492,480		127.03		1,022,464		81,833,693		80.04		88,834,101		86.88
Thereafter		98,472		12,752,239		129.50		16,566,319		168.23		3,619,184		285,145,820		78.79		334,596,509		92.45

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2010

IN-SERVICE MIDTOWN MANHATTAN PROPERTIES

Quarterly Lease Expirations - Midtown Manhattan (1) (2)


	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 2010		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2010		—		—		—		—		—		—		—		—		—		—
Q3 2010		—		—		—		—		—		—		—		—		—		—
Q4 2010		83,030		5,489,605		66.12		5,489,605		66.12		—		—		—		—		—

Total 2010		83,030	$	5,489,605	$	66.12	$	5,489,605	$	66.12		—	$	—	$	—	$	—	$	—

Q1 2011		34,929	$	2,309,966	$	66.13	$	2,295,516	$	65.72		—	$	—	$	—	$	—	$	—
Q2 2011		82,781		7,056,112		85.24		7,078,366		85.51		—		—		—		—		—
Q3 2011		24,834		1,518,675		61.15		1,518,675		61.15		—		—		—		—		—
Q4 2011		67,987		7,464,088		109.79		7,530,635		110.77		—		—		—		—		—

Total 2011		210,531	$	18,348,842	$	87.16	$	18,423,192	$	87.51		—	$	—	$	—	$	—	$	—


	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 2010		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2010		—		—		—		—		—		—		—		—		—		—
Q3 2010		—		—		—		—		—		—		—		—		—		—
Q4 2010		308		24,000		77.92		24,000		77.92		83,338		5,513,605		66.16		5,513,605		66.16

Total 2010		308	$	24,000	$	77.92	$	24,000	$	77.92		83,338	$	5,513,605	$	66.16	$	5,513,605	$	66.16

Q1 2011		715	$	101,492	$	141.95	$	101,492	$	141.95		35,644	$	2,411,458	$	67.65	$	2,397,007	$	67.25
Q2 2011		1,200		169,545		141.29		169,545		141.29		83,981		7,225,657		86.04		7,247,911		86.30
Q3 2011		1,605		437,588		272.64		437,588		272.64		26,439		1,956,263		73.99		1,956,263		73.99
Q4 2011		9,150		653,697		71.44		671,847		73.43		77,137		8,117,785		105.24		8,202,481		106.34

Total 2011		12,670	$	1,362,322	$	107.52	$	1,380,472	$	108.96		223,201	$	19,711,163	$	88.31	$	19,803,663	$	88.73

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2010

IN-SERVICE PRINCETON/EAST BRUNSWICK PROPERTIES

Lease Expirations - Princeton/East Brunswick (1) (2)


	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
2010		56,751	$	1,963,791	$	34.60	$	1,963,791	$	34.60		—	$	—	$	—	$	—	$	—
2011		308,893		10,955,422		35.47		10,946,431		35.44		—		—		—		—		—
2012		49,644		1,714,205		34.53		1,714,205		34.53		—		—		—		—		—
2013		227,378		7,650,545		33.65		7,846,751		34.51		—		—		—		—		—
2014		686,206		22,688,038		33.06		23,644,560		34.46		—		—		—		—		—
2015		190,584		5,925,116		31.09		6,287,864		32.99		—		—		—		—		—
2016		62,348		2,041,366		32.74		2,173,031		34.85		—		—		—		—		—
2017		147,880		4,328,251		29.27		4,522,025		30.58		—		—		—		—		—
2018		—		—		—		—		—		—		—		—		—		—
2019		148,760		4,442,996		29.87		4,977,041		33.46		—		—		—		—		—
Thereafter		120,000		4,358,112		36.32		4,838,112		40.32		—		—		—		—		—

	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
2010		—	$	—	$	—	$	—	$	—		56,751	$	1,963,791	$	34.60	$	1,963,791	$	34.60
2011		—		—		—		—		—		308,893		10,955,422		35.47		10,946,431		35.44
2012		—		—		—		—		—		49,644		1,714,205		34.53		1,714,205		34.53
2013		—		—		—		—		—		227,378		7,650,545		33.65		7,846,751		34.51
2014		—		—		—		—		—		686,206		22,688,038		33.06		23,644,560		34.46
2015		—		—		—		—		—		190,584		5,925,116		31.09		6,287,864		32.99
2016		—		—		—		—		—		62,348		2,041,366		32.74		2,173,031		34.85
2017		—		—		—		—		—		147,880		4,328,251		29.27		4,522,025		30.58
2018		—		—		—		—		—		—		—		—		—		—
2019		—		—		—		—		—		148,760		4,442,996		29.87		4,977,041		33.46
Thereafter		—		—		—		—		—		120,000		4,358,112		36.32		4,838,112		40.32
		—		—		—		—		—

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any data on properties owned by the Value-Added Fund.

Boston Properties, Inc.

Third Quarter 2010

IN-SERVICE PRINCETON/EAST BRUNSWICK PROPERTIES

Quarterly Lease Expirations - Princeton/East Brunswick (1) (2)


	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 2010		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2010		—		—		—		—		—		—		—		—		—		—
Q3 2010		—		—		—		—		—		—		—		—		—		—
Q4 2010		56,751		1,963,791		34.60		1,963,791		34.60		—		—		—		—		—

Total 2010		56,751	$	1,963,791	$	34.60	$	1,963,791	$	34.60		—	$	—	$	—	$	—	$	—

Q1 2011		110,728	$	3,925,194	$	35.45	$	3,925,194	$	35.45		—	$	—	$	—	$	—	$	—
Q2 2011		3,477		116,212		33.42		119,689		34.42		—		—		—		—		—
Q3 2011		117,093		4,196,847		35.84		4,184,379		35.74		—		—		—		—		—
Q4 2011		77,595		2,717,170		35.02		2,717,170		35.02		—		—		—		—		—

Total 2011		308,893	$	10,955,422	$	35.47	$	10,946,431	$	35.44		—	$	—	$	—	$	—	$	—


	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 2010		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2010		—		—		—		—		—		—		—		—		—		—
Q3 2010		—		—		—		—		—		—		—		—		—		—
Q4 2010		—		—		—		—		—		56,751		1,963,791		34.60		1,963,791		34.60

Total 2010		—	$	—	$	—	$	—	$	—		56,751	$	1,963,791	$	34.60	$	1,963,791	$	34.60	(3)

Q1 2011		—	$	—	$	—	$	—	$	—		110,728	$	3,925,194	$	35.45	$	3,925,194	$	35.45
Q2 2011		—		—		—		—		—		3,477		116,212		33.42		119,689		34.42
Q3 2011		—		—		—		—		—		117,093		4,196,847		35.84		4,184,379		35.74
Q4 2011		—		—		—		—		—		77,595		2,717,170		35.02		2,717,170		35.02

Total 2011		—	$	—	$	—	$	—	$	—		308,893	$	10,955,422	$	35.47	$	10,946,431	$	35.44

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any data on properties owned by the Value-Added Fund.

(3)	Includes holdover rent on 9,024 square feet. Excluding holdover rent, the expiring rental rate would be $35.98 per square foot.

Boston Properties, Inc.

Third Quarter 2010

CBD PROPERTIES

Lease Expirations (1) (2)


	Greater Boston											Greater Washington
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
2010		30,668	$	1,906,523	$	62.17	$	1,918,523	$	62.56			110,002	$	5,402,981	$	49.12	$	5,402,981	$	49.12
2011		292,846		16,439,437		56.14		16,404,112		56.02			285,982		12,990,444		45.42		13,025,433		45.55
2012		297,775		12,872,351		43.23		12,973,552		43.57			191,595		8,691,154		45.36		8,785,905		45.86
2013		307,007		17,275,821		56.27		17,930,991		58.41			34,022		1,709,739		50.25		1,796,207		52.80
2014		376,189		16,148,222		42.93		16,366,597		43.51			554,920		22,446,925		40.45		28,768,748		51.84
2015		396,596		19,164,705		48.32		20,313,393		51.22			344,732		19,589,218		56.82		21,245,347		61.63
2016		296,421		22,711,670		76.62		23,302,740		78.61	(3)		57,782		2,817,476		48.76		3,174,171		54.93
2017		218,659		12,634,988		57.78		14,518,047		66.40			782,697		43,508,322		55.59		46,624,669		59.57
2018		171,701		7,327,968		42.68		7,644,861		44.52			66,223		4,250,492		64.18		4,871,639		73.56
2019		327,833		14,921,069		45.51		16,450,632		50.18			696,330		36,830,124		52.89		45,317,336		65.08
Thereafter		1,667,528		87,088,760		52.23		96,449,458		57.84			875,980		46,736,515		53.35		59,945,519		68.43

	New York											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
2010		83,338	$	5,513,605	$	66.16	$	5,513,605	$	66.16			82,537	$	2,697,279	$	32.68	$	2,697,279	$	32.68
2011		223,201		19,711,163		88.31		19,803,663		88.73			330,696		25,048,452		75.74		25,160,336		76.08
2012		497,405		42,214,165		84.87		42,461,965		85.37			266,734		15,051,213		56.43		15,268,116		57.24
2013		133,882		12,411,748		92.71		12,425,403		92.81			234,121		11,436,901		48.85		11,717,673		50.05
2014		211,338		18,371,702		86.93		18,772,990		88.83			227,147		10,475,182		46.12		10,905,804		48.01
2015		397,470		42,109,226		105.94		48,238,487		121.36			258,095		11,753,394		45.54		12,645,331		48.99
2016		771,368		65,910,197		85.45		71,469,773		92.65			873,175		37,795,748		43.29		40,042,107		45.86
2017		1,480,779		131,683,500		88.93		140,793,877		95.08			211,316		10,149,580		48.03		10,446,827		49.44
2018		165,376		21,241,394		128.44		22,909,924		138.53			75,187		4,355,114		57.92		4,885,383		64.98
2019		1,022,464		81,833,693		80.04		88,834,101		86.88			86,339		3,841,548		44.49		4,213,007		48.80
Thereafter		3,619,184		285,145,820		78.79		334,596,509		92.45			519,324		27,890,685		53.71		30,705,988		59.13



	Princeton/East Brunswick										Other
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2010		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
2011		—		—		—		—		—		—		—		—		—		—
2012		—		—		—		—		—		—		—		—		—		—
2013		—		—		—		—		—		—		—		—		—		—
2014		—		—		—		—		—		—		—		—		—		—
2015		—		—		—		—		—		—		—		—		—		—
2016		—		—		—		—		—		—		—		—		—		—
2017		—		—		—		—		—		—		—		—		—		—
2018		—		—		—		—		—		—		—		—		—		—
2019		—		—		—		—		—		—		—		—		—		—
Thereafter		—		—		—		—		—		—		—		—		—		—

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any data on properties owned by the Value-Added Fund.

(3)	Includes 225,532 square feet of research/laboratory space. Excluding the research/laboratory space, current and future expiring rents would be $51.15 per square foot and $55.43 per square foot in 2016.

Boston Properties, Inc.

Third Quarter 2010

SUBURBAN PROPERTIES

Lease Expirations (1) (2)


	Greater Boston										Greater Washington
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
2010		120,299	$	3,957,599	$	32.90	$	3,957,599	$	32.90		262,629	$	6,013,680	$	22.90	$	6,013,680	$	22.90
2011		543,598		15,271,578		28.09		14,681,156		27.01		806,082		38,473,367		47.73		38,588,964		47.87	(3)(4)
2012		807,895		26,237,291		32.48		26,567,585		32.88		1,015,831		41,879,349		41.23		42,658,581		41.99	(5)
2013		242,720		7,392,140		30.46		7,802,930		32.15		154,444		7,871,682		50.97		8,130,758		52.65
2014		206,369		5,904,453		28.61		6,090,887		29.51		676,257		21,810,611		32.25		23,373,778		34.56
2015		423,061		13,158,057		31.10		14,562,254		34.42		417,108		13,272,843		31.82		15,646,859		37.51
2016		273,150		8,765,904		32.09		9,524,963		34.87		384,951		14,932,810		38.79		17,157,884		44.57
2017		196,374		6,360,957		32.39		7,089,705		36.10		98,880		4,082,825		41.29		4,825,886		48.81
2018		12,123		425,188		35.07		422,960		34.89		311,185		14,878,989		47.81		17,538,118		56.36
2019		264,803		11,022,090		41.62		11,990,476		45.28		424,754		17,163,271		40.41		18,082,469		42.57
Thereafter		594,143		19,892,748		33.48		24,708,775		41.59		1,285,698		52,313,875		88.05		65,658,039		51.07

	New York										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
2010		—	$	—	$	—	$	—	$	—		272,300	$	4,224,527	$	15.51	$	4,224,527	$	15.51
2011		—		—		—		—		—		84,778		1,885,841		22.24		1,931,085		22.78
2012		—		—		—		—		—		38,543		1,308,910		33.96		1,373,202		35.63
2013		—		—		—		—		—		311,087		5,058,902		16.26		5,156,263		16.57
2014		—		—		—		—		—		256,302		8,852,086		34.54		9,313,429		36.34
2015		—		—		—		—		—		242,815		7,807,354		32.15		8,723,013		35.92
2016		—		—		—		—		—		128,388		3,260,151		25.39		3,709,280		28.89
2017		—		—		—		—		—		93,521		3,119,962		33.36		3,815,548		40.80
2018		—		—		—		—		—		—		—		—		—		—
2019		—		—		—		—		—		—		—		—		—		—
Thereafter		—		—		—		—		—		—		—		—		—		—



	Princeton/East Brunswick										Other
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2010		56,751	$	1,963,791	$	34.60	$	1,963,791	$	34.60		—	$	—	$	—	$	—	$	—
2011		308,893		10,955,422		35.47		10,946,431		35.44		—		—		—		—		—
2012		49,644		1,714,205		34.53		1,714,205		34.53		—		—		—		—		—
2013		227,378		7,650,545		33.65		7,846,751		34.51		—		—		—		—		—
2014		686,206		22,688,038		33.06		23,644,560		34.46		—		—		—		—		—
2015		190,584		5,925,116		31.09		6,287,864		32.99		—		—		—		—		—
2016		62,348		2,041,366		32.74		2,173,031		34.85		—		—		—		—		—
2017		147,880		4,328,251		29.27		4,522,025		30.58		—		—		—		—		—
2018		—		—		—		—		—		—		—		—		—		—
2019		148,760		4,442,996		29.87		4,977,041		33.46		—		—		—		—		—
Thereafter		120,000		4,358,112		36.32		4,838,112		40.32		—		—		—		—		—

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Includes 100% of unconsolidated joint venture properties. Does not include any data on properties owned by the Value-Added Fund.

(3)	Includes 85,375 square feet of SCIF space. Excluding the SCIF space, the current and future expiring rental rate would be $30.97 per square foot and $31.21 per square foot.

(4)	Includes 267,870 square feet of space to be taken out of service for redevelopment, see page 47 for further details.

(5)	Includes 255,244 square feet of space to be taken out of service for redevelopment, see page 47 for further details.

Boston Properties, Inc.

Third Quarter 2010

HOTEL PERFORMANCE

Cambridge Center Marriott


	Third Quarter 2010			Third Quarter 2009			Percent Change			Year to Date 2010			Year to Date 2009			Percent Change
Occupancy		84.1	%		79.2	%		6.2	%		80.3	%		75.4	%		6.5	%
Average Daily Rate	$	198.69		$	172.31			15.3	%	$	188.59		$	179.34			5.2	%
Revenue per available room	$	167.00		$	136.61			22.2	%	$	151.42		$	135.30			11.9	%

*OCCUPANCY ANALYSIS*
*Same Property Occupancy⁽¹⁾ - By Location*
	CBD						Suburban						Total
Location	30-Sep-10			30-Sep-09			30-Sep-10			30-Sep-09			30-Sep-10			30-Sep-09
Greater Boston		93.0	%		96.0	%		80.6	%		86.3	%		87.2	%		91.5	%
Greater Washington		98.4	%		99.4	%		97.2	%		93.3	%		97.7	%		95.7	%
Midtown Manhattan		97.6	%		93.7	%		n/a			n/a			97.6	%		93.7	%
Princeton/East Brunswick, NJ		n/a			n/a			81.6	%		81.3	%		81.6	%		81.3	%
Greater San Francisco		91.6	%		91.0	%		96.1	%		90.1	%		92.9	%		90.7	%

Total Portfolio		95.7	%		94.8	%		89.4	%		88.8	%		93.2	%		92.4	%


*Same Property Occupancy⁽¹⁾ - By Type of Property*
	CBD						Suburban						Total
	30-Sep-10			30-Sep-09			30-Sep-10			30-Sep-09			30-Sep-10			30-Sep-09
Total Office Portfolio		95.6	%		94.7	%		90.2	%		89.5	%		93.6	%		92.8	%
Total Office/Technical Portfolio		100.0	%		100.0	%		82.1	%		82.1	%		85.5	%		85.5	%

Total Portfolio		95.7	%		94.8	%		89.4	%		88.8	%		93.2	%		92.4	%

(1)	For disclosures related to our definition of Same Property, see page 50.

Boston Properties, Inc.

Third Quarter 2010

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office			Office/ Technical			Hotel (1)			Total
Number of Properties		116			19			1			136
Square feet		33,383,997			1,590,387			330,400			35,304,784
Percent of in-service properties		97.4	%		100.0	%		100.0	%		97.5	%
Occupancy @ 09/30/09		92.8	%		85.5	%		—			92.4	%
Occupancy @ 09/30/10		93.6	%		85.5	%		—			93.2	%
Percent change from 3rd quarter 2010 over 3rd quarter 2009 (2):
Rental revenue		0.8	%		-0.7	%		20.6	%
Operating expenses and real estate taxes		-1.7	%		1.4	%		14.3	%
Consolidated Net Operating Income (3) - excluding hotel											2.0	%(2)
Consolidated Net Operating Income (3) - Hotel											47.9	%(2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)											-2.7	% (2)
Portfolio Net Operating Income (3)											1.2	%
Rental revenue - cash basis		-1.1	%		0.2	%		20.6	%
Consolidated Net Operating Income (3) - cash basis (5) excluding hotel		-0.8	%		-0.4	%					-0.8	% (2)
Consolidated Net Operating Income (3) - cash basis (5) - Hotel											47.8	%(2)
Net Operating Income - cash basis (5) - BXP’s share of unconsolidated joint ventures											11.0	%(2)
Portfolio Net Operating Income (3) - cash basis (5)											1.0	%

*Same Property Lease Analysis - quarter ended September 30, 2010*
				Office			Office/ Technical			Total
Vacant space available @ 7/1/2010 (sf)					2,268,766			245,706			2,514,472
Square footage of leases expiring or terminated 7/1/2010-9/30/2010					654,245			—			654,245

Total space for lease (sf)					2,923,011			245,706			3,168,717

New tenants (sf)					615,587			14,338			629,925
Renewals (sf)					163,804			—			163,804

Total space leased (sf)					779,391			14,338			793,729

Space available @ 9/30/2010 (sf)					2,143,620			231,368			2,374,988

Net (increase)/decrease in available space (sf)					125,146			14,338			139,484
2nd generation Average lease term (months)					94			61			93
2nd generation Average free rent (days)					113			39			111
2nd generation TI/Comm PSF				$	41.82		$	14.25		$	41.30
Increase (decrease) in 2nd generation gross rents (6)					-2.46	%		6.16	%		-2.37	%
Increase (decrease) in 2nd generation net rents (6)					-4.90	%		7.74	%		-4.76	%

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

(2)	See page 43 for a quantitative reconciliation of Same Property Net Operating Income (NOI) by reportable segment.

(3)	For a quantitative reconciliation of NOI to net income available to common shareholders, see page 42. For disclosures relating to our use of Portfolio NOI and Consolidated NOI, see page 50.

(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 42.

(6)	Represents change in rents on a “cash to cash” basis (actual rent at time of expiration vs. initial rent of new lease) and for only 2nd generation space after eliminating any space vacant for more than 12 months. The total footage being weighted is 564,580 square feet.

Boston Properties, Inc.

Third Quarter 2010

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	September 30, 2010			September 30, 2009
	September 30, 2010			September 30, 2009
	*(in thousands)*
Net income attributable to Boston Properties, Inc.	$	57,668		$	65,795
Net income attributable to noncontrolling interests:
Noncontrolling interest - redeemable preferred units of the Operating Partnership		820			772
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership		—			307
Noncontrolling interest - common units of the Operating Partnership		8,712			9,662
Noncontrolling interests in property partnerships		889			1,114
Gains on sales of real estate		—			(2,394	)
Income (loss) from unconsolidated joint ventures		(11,565	)		(6,350	)

Income before income (loss) from unconsolidated joint ventures, gains on sales of real estate and net income attributable to noncontrolling interests		56,524			68,906
Add:
Losses (gains) from investments in securities		(731	)		(1,317	)
Losses from early extinguishment of debt		—			16
Depreciation and amortization		81,133			78,181
Interest expense		97,103			77,090
Acquisition costs		1,893
General and administrative expense		18,067			19,989
Subtract:
Interest and other income		(1,814	)		(1,513	)
Development and management services income		(6,439	)		(9,754	)

Consolidated Net Operating Income		245,736			231,598
Net Operating Income from unconsolidated joint ventures (BXP’s share) (1)		61,723			61,553

Combined Net Operating Income		307,459			293,151
Subtract:
Net Operating Income from Value-Added Fund (BXP’s share)		(1,162	)		(1,158	)

Portfolio Net Operating Income	$	306,297		$	291,993

Same Property Net Operating Income		293,580			290,007
Net operating income from non Same Properties (2)		7,492			1,512
Termination income		5,225			474

Portfolio Net Operating Income	$	306,297		$	291,993

Same Property Net Operating Income		293,580			290,007
Less straight-line rent and fair value lease revenue		39,850			38,826

Same Property Net Operating Income - cash basis	$	253,730		$	251,181

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

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

Boston Properties, Inc.

Third Quarter 2010

Same Property Net Operating Income by Reportable Segment

(in thousands)


	Office										Office/Technical
	For the three months ended				$ Change			% Change			For the three months ended						$ Change			% Change
	30-Sep-10		30-Sep-09		$ Change			% Change			30-Sep-10			30-Sep-09			$ Change			% Change
Rental Revenue	$	351,912	$	345,985							$	11,540		$	11,624
Less Termination Income		3,610		309								—			—

Rental revenue - subtotal		348,302		345,676	$	2,626			0.8	%		11,540			11,624		$	(84	)		-0.7	%
Operating expenses and real estate taxes		123,257		125,390		(2,133	)		-1.7	%		3,415			3,367			48			1.4	%

Net Operating Income (1)	$	225,045	$	220,286	$	4,759			2.2	%	$	8,125		$	8,257		$	(132	)		-1.6	%

Rental revenue - subtotal	$	348,302	$	345,676							$	11,540		$	11,624
Less straight line rent and fair value lease revenue		18,164		11,748		6,416			54.6	%		(47	)		56			(103	)		-183.9	%

Rental revenue - cash basis		330,138		333,928		(3,790	)		-1.1	%		11,587			11,568			19			0.2	%
Less:
Operating expenses and real estate taxes		123,257		125,390		(2,133	)		-1.7	%		3,415			3,367			48			1.4	%

Net Operating Income (2) - cash basis	$	206,881	$	208,538	$	(1,657	)		-0.8	%	$	8,172		$	8,201		$	(29	)		-0.4	%


	Sub-Total										Hotel
	For the three months ended				$ Change			% Change			For the three months ended						$ Change			% Change
	30-Sep-10		30-Sep-09		$ Change			% Change			30-Sep-10			30-Sep-09			$ Change			% Change
Rental Revenue	$	363,452	$	357,609							$	8,017		$	6,650
Less Termination Income		3,610		309								—			—

Rental revenue - subtotal		359,842		357,300	$	2,542			0.7	%		8,017			6,650		$	1,367			20.6	%
Operating expenses and real estate taxes		126,672		128,757		(2,085	)		-1.6	%		6,194			5,417			777			14.3	%

Net Operating Income (1)	$	233,170	$	228,543	$	4,627			2.0	%	$	1,823		$	1,233		$	590			47.9	%

Rental revenue - subtotal	$	359,842	$	357,300							$	8,017		$	6,650
Less straight line rent and fair value lease revenue		18,117		11,804		6,313			53.5	%		(1	)		(1	)		—			0.0	%

Rental revenue - cash basis		341,725		345,496		(3,771	)		-1.1	%		8,018			6,651			1,367			20.6	%
Less:
Operating expenses and real estate taxes		126,672		128,757		(2,085	)		-1.6	%		6,194			5,417			777			14.3	%

Net Operating Income (2) - cash basis	$	215,053	$	216,739	$	(1,686	)		-0.8	%	$	1,824		$	1,234		$	590			47.8	%


	Unconsolidated Joint Ventures (3)										Total
	For the three months ended				$ Change			% Change			For the three months ended						$ Change			% Change
	30-Sep-10		30-Sep-09		$ Change			% Change			30-Sep-10			30-Sep-09			$ Change			% Change
Rental Revenue	$	83,435	$	82,056							$	454,904		$	446,315
Less Termination Income		1,616		165								5,226			474

Rental revenue - subtotal		81,819		81,891	$	(72	)		-0.1	%		449,678			445,841		$	3,837			0.9	%
Operating expenses and real estate taxes		23,232		21,660		1,572			7.3	%		156,098			155,834			264			0.2	%

Net Operating Income (1)	$	58,587	$	60,231	$	(1,644	)		-2.7	%	$	293,580		$	290,007		$	3,573			1.2	%

Rental revenue - subtotal	$	81,819	$	81,891							$	449,678		$	445,841
Less straight line rent and fair value lease revenue		21,734		27,023		(5,289	)		-19.6	%		39,850			38,826			1,024			2.6	%

Rental revenue - cash basis		60,085		54,868		5,217			9.5	%		409,828			407,015			2,813			0.7	%
Less:
Operating expenses and real estate taxes		23,232		21,660		1,572			7.3	%		156,098			155,834			264			0.2	%

Net Operating Income (2) - cash basis	$	36,853	$	33,208	$	3,645			11.0	%	$	253,730		$	251,181		$	2,549			1.0	%

(1)	For a quantitative reconciliation of net operating income (NOI) to net income available to common shareholders, see page 42. For disclosures relating to our use of NOI see page 50.

(2)	For a quantitative reconciliation of NOI to NOI on a cash basis see page 42. For disclosures relating to our use of NOI see page 50.

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

Boston Properties, Inc.

Third Quarter 2010

LEASING ACTIVITY

All In-Service Properties - quarter ended September 30, 2010


	Office			Office/ Technical			Total
Vacant space available @ 7/1/2010 (sf)		2,268,766			245,706			2,514,472
Property dispositions/ assets taken out of service (sf)		—			—			—
Property acquisitions/ assets placed in-service (sf)		—			—			—
Leases expiring or terminated 7/1/2010-9/30/2010 (sf)		654,245			—			654,245

Total space for lease (sf)		2,923,011			245,706			3,168,717

New tenants (sf)		615,587			14,338			629,925
Renewals (sf)		163,804			—			163,804

Total space leased (sf)		779,391			14,338			793,729	(1)

Space available @ 9/30/2010 (sf)		2,143,620			231,368			2,374,988

Net (increase)/decrease in available space (sf)		125,146			14,338			139,484
2nd generation Average lease term (months)		94			61			93
2nd generation Average free rent (days)		113			39			111
2nd generation TI/Comm PSF	$	41.82		$	14.25		$	41.30
Increase (decrease) in 2nd generation gross rents (2)		-2.46	%		6.16	%		-2.37	%
Increase (decrease) in 2nd generation net rents (3)		-4.90	%		7.74	%		-4.76	%


	All leases 1st Generation		All leases 2nd Generation		Incr (decr) in 2nd gen. gross cash rents (2)			Incr (decr) in 2nd gen. net cash rents (3)			Total Leased (4)		Total square feet of leases executed in the quarter (5)
Boston		5,286		188,728		10.22	%		17.24	%		194,014		359,769
Washington		34,040		213,000		0.14	%		-0.47	%		247,040		1,089,743
New York		—		176,321		3.38	%		1.37	%		176,321		196,370
San Francisco		—		144,949		-16.14	%		-21.61	%		144,949		74,217
Princeton		—		31,405		-5.42	%		-8.54	%		31,405		2,242

		39,326		754,403		-2.37	%		-4.76	%		793,729		1,722,341

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

(2)	Represents increase (decrease) in gross rent (total base rent and expense reimbursements), comparing the change in rent at lease expiration vs. initial rent of the new lease for 2nd generation space that has been vacant for less than twelve months. The total footage being weighted is 564,580.

(3)	Represents increase (decrease) in net rent (base rent less base year expense), comparing the rent at lease expiration vs. initial rent of the new lease for 2nd generation space that has been vacant for less than twelve months. The total footage being weighted is 564,580.

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

(5)	Represents leases executed in the quarter for which the GAAP impact may be recognized in the current or future quarters, including properties currently under development. The total square feet of leases executed in the current quarter and recognized in the current quarter is 386,518.

Boston Properties, Inc.

Third Quarter 2010

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q3 2010		Q2 2010		Q1 2010		2009		2008			2007
Recurring capital expenditures	$	3,070	$	1,996	$	1,044	$	27,813	$	29,781		$	36,599
Planned non-recurring capital expenditures associated with acquisition properties		11		22		112		865		3,203			1,490
Hotel improvements, equipment upgrades and replacements		231		182		307		1,515		2,317	(1)		1,127

	$	3,312	$	2,200	$	1,463	$	30,193	$	35,301		$	39,216


*2nd Generation Tenant Improvements and Leasing Commissions*

	Q3 2010		Q2 2010		Q1 2010		2009		2008			2007
Office
Square feet		740,065		1,141,111		1,991,944		3,545,251		2,472,619			3,201,812

Tenant improvement and lease commissions PSF	$	41.82	$	23.18	$	45.21	$	32.59	$	30.17		$	23.88

Office/Technical
Square feet		14,338		—		31,060		115,848		26,388			226,692

Tenant improvement and lease commissions PSF	$	14.25	$	—	$	0.51	$	0.13	$	—		$	26.62

Average tenant improvement and lease commissions PSF	$	41.30	$	23.18	$	44.46	$	31.56	$	29.85		$	24.06

(1)	Includes approximately $723 of costs related to suites renovation at Cambridge Center Marriott.

Boston Properties, Inc.

Third Quarter 2010

ACQUISITIONS/DISPOSITIONS

as of September 30, 2010

ACQUISITIONS

For the period from January 1, 2010 through September 30, 2010


Property	Date Acquired		Square Feet		Initial Investment		Anticipated Future Investment			Total Investment		Percentage Leased
500 North Capitol (30% ownership interest)		Apr-10		175,698	$	8,485,000	$	28,000,000		$	36,485,000		100	%
Reston Virginia Land Parcel		Jul-10		N/A		20,250,000		—			20,250,000		N/A
510 Madison Avenue		Sep-10		347,000		310,670,771		64,329,229	(1)		375,000,000		1	%

Total Acquisitions				522,698	$	339,405,771	$	92,329,229		$	431,735,000		34	%

DISPOSITIONS

For the period from January 1, 2010 through September 30, 2010


Property	Date Disposed		Square Feet		Gross Sales Price		Book Gain
20 F Street Land (2)		Apr-08		—	$	—	$	1,765,000
280 Park Avenue (3)		Jun-06		—		—		969,000

Total Dispositions				—	$	—	$	2,734,000

(1)	Estimated future equity requirements include approximately $18 million of capitalized interest. For additional detail, see page 47.

(2)

On April 14, 2008, the Company sold a parcel of land located in Washington, D.C. for approximately $33.7 million. The Company had previously entered into a development agreement with the buyer to develop a Class A office property on the parcel totaling approximately 165,000 net rentable square feet. The gain on sale totaling approximately $23.4 million was deferred and has been recognized over the construction period. During the six months ended June 30, 2010, the Company completed construction of the project and recognized the remaining gain on sale totaling approximately $1.8 million.

(3)

280 Park Avenue was sold in 2006. The Company had entered into a master lease obligation with the buyer resulting in the deferral of a portion of the book gain on sale. During the three months ended June 30, 2010, the Company satisfied the remaining requirement of the master lease obligation and recognized the remaining deferred gain on sale of approximately $1.0 million.

Boston Properties, Inc.

Third Quarter 2010

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of September 30, 2010


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 September 30, 2010		Estimated Future Equity Requirement			Percentage Leased (3)
Office
Atlantic Wharf (4)	Q1 2011	Q1 2012	Boston, MA		1		790,000	$	473,677,880	$	552,900,000	$	192,500,000	(5)	$	—	$	(113,277,880	)(5)		68	%(4)
2200 Pennsylvania Avenue (6)	Q2 2011	Q2 2012	Washington, DC		1		460,000		123,957,615		230,000,000		—			—		106,042,385			74	%(6)
510 Madison Avenue (7)	Q1 2011	Q4 2012	New York, NY		1		347,000		310,670,771		375,000,000		—			—		64,329,229			1	%

Total Office Properties under Construction					3		1,597,000	$	908,306,266	$	1,157,900,000	$	192,500,000		$	—	$	57,093,734			55	%


Residential
Atlantic Wharf - Residential (86 Units) (8)	Q3 2011	Q2 2012	Boston, MA		1		78,000	$	26,684,670	$	47,100,000	$	—		$	—	$	20,415,330			N/A
Atlantic Wharf - Retail							10,000		—		—		—			—		—			0	%
2221 I Street, NW - Residential (335 units) (9)	Q2 2011	Q3 2012	Washington, DC		1		275,000		68,002,367		150,000,000		—			—		81,997,633			N/A
2221 I Street, NW - Retail							50,000		—		—		—			—		—			100	%

Total Residential Properties under Construction					2		413,000	$	94,687,037	$	197,100,000	$	—		$	—	$	102,412,963			83	%

Total Properties under Construction					5		2,010,000	$	1,002,993,303	$	1,355,000,000	$	192,500,000		$	—	$	159,506,697			56	%

PROJECTS PLACED-IN-SERVICE DURING 2010


	Initial In Service Date	Estimated Stabilization Date	Location	# of Buildings		Square feet		Investment to Date (2)		Estimated Total Investment (2)			Debt		Drawn at September 30, 2010		Estimated Future Equity Requirement		Percentage Leased
Weston Corporate Center	Q2 2010	Q2 2010	Weston, MA		1		356,367	$	122,114,217	$	127,500,000	(10)	$	—	$	—	$	5,385,783		100	%

Total Projects Placed in Service					1		356,367	$	122,114,217	$	127,500,000		$	—	$	—	$	5,385,783		100	%

IN-SERVICE PROPERTIES HELD FOR RE-DEVELOPMENT


	Sub Market	Number of Buildings		Square Feet		Leased %			Annualized Revenue Per Leased SF (11)		Encumbered with secured debt (Y/N)		Central Business District (CBD) or Suburban (S)		Estimated Future SF (12)
103 Fourth Avenue	Route 128 Mass Turnpike MA		1		62,476		58.5	%	$	24.29		N		S		265,000
Waltham Office Center	Route 128 Mass Turnpike MA		1		67,005		38.3	%		16.47		N		S		414,000	(13)
6601 Springfield Center Drive	Fairfax County VA		1		26,388		100.0	%		11.33		N		S		386,000	(13)
North First Business Park	San Jose, CA		5		190,636		75.8	%		16.77		N		S		683,000
635 Massachusetts Avenue	CBD Washington DC		1		211,000		100.0	%		28.31		N		CBD		450,000
500 North Capitol (30% ownership)	CBD Washington DC		1		175,698		100.0	%		43.03		Y		CBD		223,000
12300 & 12310 Sunrise Valley (14)	Fairfax County VA		2		519,114		100.0	%		46.17		N		S		523,000

Total Properties held for Re-Development			12		1,252,317		91.0	%	$	36.47						2,944,000

(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)	Includes net revenue during lease up period.

(3)	Represents office and retail percentage leased as of October 26, 2010 and excludes residential space.

(4)	Project includes 17,000 square feet of retail space.

(5)	On October 1, 2010, the Company modified the construction loan facility by releasing from collateral the residential portion of the project and reducing the loan commitment from $215.0 million to $192.5 million.

The Company has not drawn from the construction loan to date, but reserves the right to do so in the future.

(6)	Project includes 20,000 square feet of retail space and is subject to a ground lease expiring in 2068.

(7)	Acquired September 24, 2010; base building is expected to be completed in October 2010. Estimated future equity requirements include approximately $18 million of capitalized interest.

(8)	Project cost includes residential and retail components. Estimated Total Investment is net of $12.0 million of proceeds from the sale of Federal tax credits.

(9)	Project cost includes residential and retail components and is subject to a ground lease expiring in 2068.

(10)	Estimated total investment reduced from $129 million to $127.5 million due to savings in project costs.

(11)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(12)	Included in Approximate Developable Square Feet of Value Creation Pipeline - Owned Land Parcels on page 48.

(13)	Total estimated square footage represents the entire site including the buildings reclassified to Land in Q1, 2010.

(14)

On September 14, 2010, the Company executed an approximately 523,000 square foot 20-year lease with the Defense Intelligence Agency (US Government) for the Company’s 12300 & 12310 Sunrise Valley Drive properties located in Reston, Virginia, which are currently 100% leased. The Company will commence redevelopment of 12310 Sunrise Drive in the third quarter 2011 and expects to have it available for occupancy during the first quarter of 2012. Redevelopment of 12300 Sunrise Valley Drive will commence in the second quarter of 2012 and availability for occupancy is expected during the second quarter of 2013.

Boston Properties, Inc.

Third Quarter 2010

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of September 30, 2010


Location	Acreage		Approximate Developable Square Feet
San Jose, CA (1) (2)		44.0		2,409,364
Reston, VA (1) (3)		36.3		1,253,886
Waltham, MA (1)		25.4		1,020,519
New York, NY (4)		1.0		1,000,000
Gaithersburg, MD		27.0		850,000
Springfield, VA (1)		17.8		773,612
Dulles, VA		76.6		760,000
Rockville, MD		58.1		759,000
Boston, MA (5)		1.0		450,000
Marlborough, MA		50.0		400,000
Annapolis, MD (50% ownership)		20.0		300,000
Washington, DC (1)		1.7		286,302
Cambridge, MA		1.1		170,000
Andover, MA		10.0		110,000
New York, NY (50% ownership) (6)		0.2		TBD

		370.2		10,542,683


*VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS* as of September 30, 2010
Location	Acreage		Approximate Developable Square Feet
Princeton, NJ (7)		143.1		1,780,000
Cambridge, MA (8)		—		500,000

		143.1		2,280,000

(1)	Properties on-site positioned for future re-development are omitted from developable square feet and can be found on page 47.

(2)	Includes an additional 460,000 of developable square footage at our 3200 Zanker Road project.

(3)	On July 1, 2010, the Company acquired land in Reston Town Center permitted for 340,000 square feet of residential and retail use.

(4)	On November 30, 2009, we completed the construction of foundations and steel/deck to grade at 250 West 55th Street, to facilitate a restart of construction in the future.

(5)	Excludes 250,000 developable square feet of which the Company executed an agreement to ground lease with a Residential Developer.

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

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

(8)	An additional 300,000 square feet of development rights for office/lab space was granted as part of a zoning change in Q3 2010. The Company also has the option to purchase 200,000 square feet of residential rights.

Boston Properties, Inc.

Third Quarter 2010

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, 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 and excluding 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, impairments, 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 commission, (2) eliminating the effects of straight-line rent and fair value lease revenue, (3) subtracting: recurring capital expenditures; hotel improvements, equipment upgrades and replacements; and second generation tenant improvement and leasing commissions (included in the period in which the lease commences); and (4) subtracting the gain from suspension of development, non-cash termination income and non-cash income from the termination of a management agreement. Although our FAD may not be comparable to that of other REITs and real estate companies, we believe it provides a meaningful indicator of our ability to fund cash needs and to make cash distributions to equity owners. In addition, we believe that to further understand our liquidity, FAD should be compared with our cash flows determined in accordance with GAAP, as presented in our consolidated financial statements. FAD does not represent cash generated from operating activities determined in accordance with GAAP, and FAD should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of our liquidity.

Total Consolidated Debt to Total Consolidated Market Capitalization Ratio

Total consolidated debt to total consolidated market capitalization ratio, defined as total consolidated debt as a percentage of the market value of our outstanding equity securities plus our total consolidated debt, is a measure of leverage commonly used by analysts in the REIT sector. Total consolidated market capitalization is the sum of (A) our total consolidated indebtedness outstanding plus (B) the market value of our outstanding equity securities calculated using the closing price per share of common stock of the Company multiplied by the sum of (1) outstanding shares of common stock of the Company, (2) outstanding common units of limited partnership interest in Boston Properties Limited Partnership (excluding common units held by the Company), (3) common units issuable upon conversion of all outstanding Series Two Preferred Units of partnership interest in Boston Properties Limited Partnership and (4) common units issuable upon conversion of all outstanding LTIP Units, assuming all conditions have been met for the conversion of the LTIP Units. The calculation of total consolidated market capitalization does not include OPP Units because, unlike other LTIP Units, they are not earned until certain thresholds are achieved. We are presenting this ratio because our degree of leverage could affect our ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes. Investors should understand that our total consolidated debt to total consolidated market capitalization ratio is in part a function of the market price of the common stock of the Company, and as such will fluctuate with changes in such price and does not necessarily reflect our capacity to incur additional debt to finance our activities or our ability to manage our existing debt obligations. However, for a company like ours, whose assets are primarily income-producing real estate, the total consolidated debt to total consolidated market capitalization ratio may provide investors with an alternate indication of leverage, so long as it is evaluated along with the ratio of indebtedness to other measures of asset value used by financial analysts and other financial ratios, as well as the various components of our outstanding indebtedness.

Total Combined Debt to Total Combined Market Capitalization Ratio

Total combined debt to total combined market capitalization ratio, defined as total combined debt (which equals our total consolidated debt plus our share of unconsolidated joint venture debt) as a percentage of the market value of our outstanding equity securities plus our total combined debt, is an alternative measure of leverage used by some analysts in the REIT sector. Total combined market capitalization is the sum of (A) our total combined debt plus (B) the market value of our outstanding equity securities calculated using the closing price per share of common stock of the Company multiplied by the sum of (1) outstanding shares of common stock of the Company, (2) outstanding common units of limited partnership interest in Boston Properties Limited Partnership (excluding common units held by the Company), (3) common units issuable upon conversion of all outstanding Series Two Preferred Units of partnership interest in Boston Properties Limited Partnership and (4) common units issuable upon conversion of all outstanding LTIP Units, assuming all conditions have been met for the conversion of the LTIP Units. The calculation of total combined market capitalization does not include OPP Units because, unlike other LTIP Units, they are not earned until certain thresholds are achieved.

We present this ratio because, following our acquisitions of the General Motors Building, Two Grand Central Tower, 125 West 55th Street and 540 Madison Avenue through unconsolidated joint ventures in June and August 2008, our share of unconsolidated joint venture debt increased significantly compared to prior periods when the amount of assets held through unconsolidated joint ventures was significantly smaller. In light of the difference between our total consolidated debt and our total combined debt, we believe that presenting our total combined debt to total combined market capitalization as well may provide investors with a more complete picture of our leverage. Investors should understand that our total combined debt to total combined market capitalization ratio is in part a function of the market price of the common stock of the Company, and as such will fluctuate with changes in such price and does not necessarily reflect our capacity to incur additional debt to finance our activities or our ability to manage our existing debt obligations. The total combined debt to total combined market capitalization ratio should be evaluated along with the ratio of indebtedness to other measures of asset value used by financial analysts and other financial ratios, as well as the various components of our outstanding indebtedness.

Boston Properties, Inc.

Third Quarter 2010

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 income attributable to noncontrolling interests, corporate general and administrative expense, acquisition costs, depreciation and amortization, interest expense, losses from early extinguishments of debt and losses (gains) from investments in securities, less interest income, development and management services income, gain from suspension of development, gains from property dispositions, and income from unconsolidated joint ventures. In some cases we also present Consolidated NOI on a cash basis, which is Consolidated NOI after eliminating the effects of straight-lining of rent and fair value lease revenue. We use Consolidated NOI internally as a performance measure and believe Consolidated NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. Therefore, we believe Consolidated NOI is a useful measure for evaluating the operating performance of our real estate assets. Our management also uses Consolidated NOI to evaluate regional property level performance and to make decisions about resource allocations. Further, we believe Consolidated NOI is useful to investors as a performance measure because, when compared across periods, Consolidated NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income. Consolidated NOI excludes certain components from net income in order to provide results that are more closely related to a property’s results of operations. For example, interest expense is not necessarily linked to the operating performance of a real estate asset and is often incurred at the corporate level as opposed to the property level. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. Consolidated NOI presented by us may not be comparable to Consolidated NOI reported by other REITs that define Consolidated NOI differently. We believe that in order to facilitate a clear understanding of our operating results, Consolidated NOI should be examined in conjunction with net income as presented in our consolidated financial statements. Consolidated NOI should not be considered as an alternative to net income as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

Combined Net Operating Income (NOI)

Combined NOI is a non-GAAP financial measure equal to Consolidated NOI plus our share of net operating income from unconsolidated joint ventures. In some cases we also present Combined NOI on a cash basis, which is Combined NOI after eliminating the effects of straight-lining of rent and fair value lease revenue. In addition to Consolidated NOI, we use Combined NOI internally as a performance measure and believe Combined NOI provides useful information to investors regarding our financial condition and results of operations because it includes the impact of our unconsolidated joint ventures, which have become significant. Therefore, we believe Combined NOI is a useful measure for evaluating the operating performance of all of our real estate assets, including those held by our unconsolidated joint ventures. Our management also uses Combined NOI to evaluate regional property level performance and to make decisions about resource allocations. Further, like Consolidated NOI, we believe Combined NOI is useful to investors as a performance measure because, when compared across periods, Combined NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income. Combined NOI presented by us may not be comparable to Combined NOI reported by other REITs that define Combined NOI differently. We believe that in order to facilitate a clear understanding of our operating results, Combined NOI should be examined in conjunction with net income as presented in our consolidated financial statements. Combined NOI should not be considered as an alternative to net income as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

Portfolio Net Operating Income (NOI)

Portfolio NOI is a non-GAAP financial measure equal to Combined NOI less our share of net operating income from the Value-Added Fund in recognition of the fact that we do not include non-core office properties held by the fund in the Company’s portfolio information tables or other portfolio level statistics because they have deficiencies in property characteristics which provide opportunity to create value. In some cases we also present Portfolio NOI on a cash basis, which is Portfolio NOI after eliminating the effects of straight-lining of rent and fair value lease revenue. In addition to Consolidated NOI and Combined NOI, we use Portfolio NOI internally as a performance measure and believe Portfolio NOI provides useful information to investors regarding our financial condition and results of operations because it includes the impact of our unconsolidated joint ventures, which have become significant, but excludes the impact of the Value-Added Fund. Therefore, we believe Portfolio NOI is a useful measure for evaluating the operating performance of our active portfolio, including both consolidated assets and those held by our unconsolidated joint ventures. Our management also uses Portfolio NOI to evaluate regional property level performance and to make decisions about resource allocations. Further, like Consolidated NOI and Combined NOI, we believe Portfolio NOI is useful to investors as a performance measure because, when compared across periods, Portfolio NOI reflects the impact on operations from trends in occupancy rates, rental rates, operating costs and acquisition and development activity on an unleveraged basis, providing perspective not immediately apparent from net income. Portfolio NOI presented by us may not be comparable to Portfolio NOI reported by other REITs that define Portfolio NOI differently. We believe that in order to facilitate a clear understanding of our operating results, Portfolio NOI should be examined in conjunction with net income as presented in our consolidated financial statements. Portfolio NOI should not be considered as an alternative to net income as an indication of our performance or to cash flows as a measure of our liquidity or ability to make distributions.

In-Service Properties

We treat a property as being “in-service” upon the earlier of (i) lease-up and completion of tenant improvements or (ii) one year after cessation of major construction activity under GAAP. The determination as to when a property should be treated as “in-service” involves a degree of judgment and is made by management based on the relevant facts and circumstances of the particular property. For portfolio operating and occupancy statistics we specify a single date for treating a property as “in-service” which is generally later than the date the property is placed in-service for GAAP. Under GAAP a property may be placed in service in stages as construction is completed and the property is held available for occupancy. In accordance with GAAP, when a portion of a property has been substantially completed and occupied or held available for occupancy, we cease capitalization on that portion, though we may not treat the property as being “in-service,” and continue to capitalize only those costs associated with the portion still under construction. In-service properties include properties held by our unconsolidated joint ventures (other than the Value-Added Fund).

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 or repositioned after the beginning of the earliest period presented or disposed of prior to the end of the latest period presented. Accordingly, it takes at least one year and one quarter after a property is acquired or treated as “in-service” for that property to be included in “Same Properties.” Pages 20-22 indicate by footnote the “In-Service Properties” which are not included in “Same Properties.” “Same Properties NOI” includes our share of net operating income from unconsolidated joint ventures (other than the Value-Added Fund).

Annualized Revenue

Contractual rental obligations at the end of the reporting period, including contractual reimbursements, on an annualized cash basis.

Future Annualized Revenue

Contractual rental obligations at lease expiration, including current contractual reimbursements, on an annualized cash basis.

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