BOSTON PROPERTIES INC - FORM 8-K - EX-99.1 - BOSTON PROPERTIES, INC. SUPPLEMENTAL OPERATING AND FINANCIAL DATA

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8-K - FORM 8-K - BOSTON PROPERTIES INC	d390399d8k.htm
EX-99.2 - PRESS RELEASE DATED AUGUST 6, 2012. - BOSTON PROPERTIES INC	d390399dex992.htm

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended June 30, 2012

Boston Properties, Inc.

Second Quarter 2012

Table of Contents


	Page
Company Profile		3
Investor Information		4
Research Coverage		5
Financial Highlights		6
Consolidated Balance Sheets		7
Consolidated Income Statements		8
Funds From Operations		9
Reconciliation to Diluted Funds From Operations		10
Funds Available for Distribution and Interest Coverage Ratios		11
Capital Structure		12
Debt Analysis		13-15
Unconsolidated Joint Ventures		16-17
Value-Added Fund		18
Portfolio Overview-Square Footage		19
In-Service Property Listing		20-22
Top 20 Tenants and Tenant Diversification		23
Office Properties-Lease Expiration Roll Out		24
Office/Technical Properties-Lease Expiration Roll Out		25
Retail Properties - Lease Expiration Roll Out		26
Grand Total - Office, Office/Technical, Industrial and Retail Properties		27
Boston Lease Expiration Roll Out		28-29
New York Lease Expiration Roll Out		30-31
Princeton Lease Expiration Roll Out		32-33
San Francisco Lease Expiration Roll Out		34-35
Washington, DC Lease Expiration Roll Out		36-37
CBD/Suburban Lease Expiration Roll Out		38-39
Hotel and Residential Performance		40
Same Property Occupancy Analysis		41
Same Property Performance		42
Reconciliation to Same Property Performance and Net Income		43-44
Leasing Activity		45
Capital Expenditures, Tenant Improvements and Leasing Commissions		46
Acquisitions/Dispositions		47
Value Creation Pipeline - Construction in Progress		48
Value Creation Pipeline - Land Parcels and Purchase Options		49
Definitions		50-52

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

(Cover photo: Embarcadero Center, San Francisco, CA)

Boston Properties, Inc.

Second Quarter 2012

COMPANY PROFILE

The Company

Boston Properties, Inc. (the “Company”), a self-administered and self-managed real estate investment trust (REIT), is one of the largest owners, managers, and developers of first-class office properties in the United States, with a significant presence in five markets: Boston, New York, Princeton, San Francisco, and Washington, DC. The Company was founded in 1970 by Mortimer B. Zuckerman and Edward H. Linde in Boston, where it maintains its headquarters. Boston Properties became a public company in June 1997. The Company acquires, develops, and manages its properties through full-service regional offices. Its property portfolio is comprised primarily of first-class office space, one hotel, three residential properties and 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-three individuals averages twenty-eight years of real estate experience and eighteen years with Boston Properties. We believe that our size, management depth, financial strength, reputation, and relationships of key personnel provide a competitive advantage to realize growth through property development and acquisitions. Boston Properties benefits from the reputation and relationships of key personnel, including Mortimer B. Zuckerman, Chairman of the Board of Directors and Chief Executive Officer; Douglas T. Linde, President; Raymond A. Ritchey, Executive Vice President, National Director of Acquisitions and Development; and Michael E. LaBelle, Senior Vice President, Chief Financial Officer. Our senior management team’s national reputation helps us attract business and investment opportunities. In addition, our other senior officers that serve as Regional Managers have strong reputations that assist in identifying and closing on new opportunities, having opportunities brought to us, and in negotiating with tenants and build-to-suit prospects. Additionally, Boston Properties’ Board of Directors consists of ten distinguished members, the majority of whom serve as Independent Directors.

Strategy

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

•

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

•

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

•

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

•

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

•

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

•

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

Snapshot

(as of June 30, 2012)


Corporate Headquarters		Boston, Massachusetts
Markets		Boston, New York, Princeton, San Francisco and Washington, DC
Fiscal Year-End		December 31
Total Properties (includes unconsolidated joint ventures, other than the Value-Added Fund)		150
Total Square Feet (includes unconsolidated joint ventures, other than the Value-Added Fund, and structured parking)		58.0 million
Common Shares and Units Outstanding (as converted, but excluding outperformance plan units)		170.3 million
Dividend - Quarter/Annualized		$0.55/$2.20
Dividend Yield		2.03%
Total Combined Market Capitalization		$28.8 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A- (S&P)

Boston Properties, Inc.

Second Quarter 2012

INVESTOR INFORMATION


Board of Directors		Management

Mortimer B. Zuckerman Chairman of the Board and Chief Executive Officer	Dr. Jacob A. Frenkel Director	Raymond A. Ritchey Executive Vice President, National Director of Acquisitions & Development	Robert E. Pester Senior Vice President and Regional Manager of San Francisco

Douglas T. Linde	Matthew J. Lustig	Michael E. LaBelle	Robert E. Selsam
President and Director	Director	Senior Vice President, Chief Financial Officer	Senior Vice President and Regional Manager of New York

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

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

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


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

Common Stock Data (NYSE: BXP)

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


	Q2 2012			Q1 2012			Q4 2011			Q3 2011			Q2 2011

High Closing Price	$	109.75		$	107.57		$	101.59		$	112.36		$	108.35
Low Closing Price	$	99.03		$	97.49		$	84.72		$	89.10		$	93.91
Average Closing Price	$	104.47		$	102.95		$	94.31		$	102.48		$	102.20
Closing Price, at the end of the quarter	$	108.37		$	104.99		$	99.60		$	89.10		$	106.16
Dividends per share - annualized	$	2.20		$	2.20		$	2.20		$	2.00		$	2.00
Closing dividend yield - annualized		2.03	%		2.10	%		2.21	%		2.24	%		1.88	%
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding outperformance plan units) (thousands) (1)		170,266			168,956			167,733			167,729			167,281
Closing market value of outstanding shares and units (thousands)	$	18,451,727		$	17,738,690		$	16,706,207		$	14,944,654		$	17,758,551

(1)

For additional detail, see page 12.

Timing

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


Third Quarter 2012		Tentatively October 23, 2012
Fourth Quarter 2012		Tentatively January 29, 2013
First Quarter 2013		Tentatively April 30, 2013
Second Quarter 2013		Tentatively July 30, 2013

Boston Properties, Inc.

Second Quarter 2012

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage	Rating Agencies


John Eade	Omotayo Okusanya	Tom Truxillo	George Hoglund
Argus Research Company	Jefferies & Co.	Bank of America Merrill Lynch	Fitch Ratings
212.427.7500	212.336.7076	980.386.5212	212.908.9149

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

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

David Toti / Evan Smith	Jordan Sadler / Craig Mailman	Mark Streeter
Cantor Fitzgerald	KeyBanc Capital Markets	J.P. Morgan Securities
212-829-5224 / 215-915-1220	917.368.2280 / 917.368.2316	212.834.5086

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

James Sullivan / Stephen Boyd	Chris Caton
Cowen and Company	Morgan Stanley
646.562.1380 / 646.562.1382	415.576.2637

John Perry / Vin Chao	Rich Moore / Mike Carroll
Deutsche Bank Securities	RBC Capital Markets
212.250.4912 / 212.250.6799	440.715.2646 / 440.715.2649

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

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

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

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

Boston Properties, Inc.

Second Quarter 2012

FINANCIAL HIGHLIGHTS

(unaudited and in thousands, except per share amounts)

This section includes non-GAAP financial measures, which are accompanied by what we consider the most directly comparable financial measures calculated and presented in accordance with GAAP. Quantitative reconciliations of the differences between the non-GAAP financial measures presented and the most directly comparable GAAP financial measures are shown on pages 9-11. A description of the non-GAAP financial measures we present and a statement of the reasons why management believes the non-GAAP measures provide useful information to investors about the Company’s financial condition and results of operations can be found on pages 50-52.


	Three Months Ended
	30-Jun-12			31-Mar-12			31-Dec-11			30-Sep-11			30-Jun-11
Selected Items:

Revenue	$	472,897		$	445,227		$	449,926		$	449,703		$	433,867
Straight-line rent (1)	$	21,434		$	21,929		$	21,404		$	23,075		$	24,571
Fair value lease revenue (1) (2)	$	17,440		$	17,863		$	19,756		$	19,955		$	20,537
Revenue from residential units	$	3,793		$	3,140		$	2,440		$	1,515		$	221
Company share of funds from operations from unconsolidated joint ventures	$	44,704		$	34,842		$	36,138		$	36,960		$	35,562
Lease termination fees (included in revenue) (1)	$	16,258		$	3,387		$	7,168		$	8,976		$	231
Ground rent expense (3)	$	5,023		$	8,224		$	4,897		$	4,686		$	2,405
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment	$	6,820		$	8,264		$	9,815		$	9,813		$	9,657
Capitalized interest	$	10,077		$	11,201		$	12,188		$	13,004		$	11,958
Capitalized wages	$	3,309		$	2,668		$	2,856		$	2,710		$	2,876
Operating Margins [(rental revenue - rental expense)/rental revenue] (4)		66.1	%		65.3	%		66.3	%		66.6	%		67.5	%
Gains (losses) from early extinguishments of debt (5)	$	274		$	767		$	(1,494	)	$	—		$	—
Net income attributable to Boston Properties, Inc.	$	119,070		$	64,632		$	101,644		$	70,542		$	60,214
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	206,817		$	166,943		$	179,298		$	190,274		$	181,569
FFO per share - diluted	$	1.37		$	1.12		$	1.21		$	1.28		$	1.23
Net income attributable to Boston Properties, Inc. per share - basic	$	0.79		$	0.44		$	0.69		$	0.48		$	0.41
Net income attributable to Boston Properties, Inc. per share - diluted	$	0.79		$	0.43		$	0.69		$	0.48		$	0.41
Dividends per common share	$	0.55		$	0.55		$	0.55		$	0.50		$	0.50
Funds available for distribution to common shareholders and common unitholders (FAD) (6)	$	174,910		$	119,909		$	103,460		$	162,496		$	156,895

Ratios:

Interest Coverage Ratio (excluding capitalized interest) - cash basis (7)		3.38			2.88			2.99			3.29			3.16
Interest Coverage Ratio (including capitalized interest) - cash basis (7)		3.04			2.57			2.64			2.85			2.77
FFO Payout Ratio (8)		40.15	%		49.11	%		45.45	%		39.06	%		40.65	%
FAD Payout Ratio (9)		53.14	%		76.91	%		88.41	%		51.17	%		52.84	%



	30-Jun-12			31-Mar-12			31-Dec-11			30-Sep-11			30-Jun-11
Capitalization:

Common Stock Price @ Quarter End	$	108.37		$	104.99		$	99.60		$	89.10		$	106.16
Equity Value @ Quarter End	$	18,451,727		$	17,738,690		$	16,706,207		$	14,944,654		$	17,758,551
Total Consolidated Debt	$	8,896,207		$	7,960,626		$	8,704,138		$	7,950,363		$	7,941,643
Total Consolidated Market Capitalization	$	27,347,934		$	25,699,316		$	25,410,345		$	22,895,017		$	25,700,194
Total Consolidated Debt/Total Consolidated Market Capitalization (10)		32.53	%		30.98	%		34.25	%		34.73	%		30.90	%

BXP’s Share of Joint Venture Debt	$	1,440,541		$	1,436,587		$	1,433,687		$	1,532,963		$	1,534,029
Total Combined Debt	$	10,336,748		$	9,397,213		$	10,137,825		$	9,483,326		$	9,475,672
Total Combined Market Capitalization (11)	$	28,788,475		$	27,135,903		$	26,844,032		$	24,427,980		$	27,234,223
Total Combined Debt/Total Combined Market Capitalization (11) (12)		35.91	%		34.63	%		37.77	%		38.82	%		34.79	%

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

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

(3)	Includes non-cash straight-line adjustments to ground rent. For the three months ended March 31, 2012, the straight-line ground rent expense also includes a one-time adjustment of approximately $3.2 million. See page 11 for the straight-line adjustments to the ground rent expense.

(4)

Rental Expense consists of operating expenses, real estate taxes and ground rent expense. Amounts are exclusive of the gross up of reimbursable electricity and other amounts totaling $12,824, $12,124, $12,084, $13,838 and $12,859 for the three months ended June 30, 2012, March 31, 2012, December 31, 2011, September 30, 2011 and June 30, 2011, respectively.

(5)

During the three months ended June 30, 2012, the Company recognized a gain from early extinguishment of debt totaling approximately $0.3 million comprised of the acceleration of the remaining balance of the historical fair value debt adjustment related to the repayment of the Company’s One Freedom Square mortgage loan. During the three months ended March 31, 2012, the Company recognized a net gain from early extinguishments of debt aggregating approximately $0.8 million comprised of (1) approximately $0.9 million from the acceleration of the remaining balance of the historical fair value debt adjustment related to the repayment of the Company’s Bay Colony Corporate Center mortgage loan offset by (2) costs totaling approximately $0.1 million related to the redemption/repurchase of the remaining $576.2 million aggregate principal amount of the Company’s Operating Partnership’s 2.875% exchangeable senior notes due 2037. During the three months ended December 31, 2011, the Company recognized losses from early extinguishments of debt aggregating approximately $1.5 million consisting of (1) approximately $0.6 million related to the repurchase of $50.0 million aggregate principal amount of the Company’s Operating Partnership’s 2.875% exchangeable senior notes due 2037, (2) approximately $0.5 million related to the repayment of the Company’s Reservoir Place mortgage loan and (3) approximately $0.4 million related to the termination of the Company’s Atlantic Wharf construction loan facility.

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

(7)	For additional detail, see page 11.

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

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

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

(11)	For additional detail, see page 12.

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

Boston Properties, Inc.

Second Quarter 2012

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	30-Jun-12			31-Mar-12			31-Dec-11			30-Sep-11			30-Jun-11
ASSETS
Real estate	$	13,143,487		$	12,937,143		$	12,303,965		$	12,031,660		$	11,786,353
Construction in progress (1)		732,734			870,006			818,685			899,302			982,318
Land held for future development		270,169			268,030			266,822			266,834			284,115
Less accumulated depreciation		(2,781,218	)		(2,722,605	)		(2,642,986	)		(2,558,620	)		(2,468,165	)

Total real estate		11,365,172			11,352,574			10,746,486			10,639,176			10,584,621
Cash and cash equivalents (2)		1,671,997			591,196			1,823,208			1,063,024			780,584
Cash held in escrows (2)		31,381			30,697			40,332			36,759			302,439
Marketable securities		11,036			11,193			9,548			9,312			9,975
Tenant and other receivables, net		43,507			68,275			79,838			47,554			44,470
Related party notes receivable (3)		282,416			281,177			280,442			276,375			276,375
Interest receivable from related party notes receivable (3)		98,866			95,126			89,854			84,782			79,884
Accrued rental income, net		559,646			541,153			522,675			508,838			491,878
Deferred charges, net		504,475			500,957			445,403			441,700			449,014
Prepaid expenses and other assets		41,480			73,132			75,458			102,812			92,470
Investments in unconsolidated joint ventures		670,653			667,377			669,722			770,466			772,502

Total assets	$	15,280,629		$	14,212,857		$	14,782,966		$	13,980,798		$	13,884,212


LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable (2)	$	2,877,125		$	2,946,760		$	3,123,267		$	3,179,034		$	3,181,469
Unsecured senior notes, net of discount		4,863,413			3,865,369			3,865,186			3,016,986			3,016,837
Unsecured exchangeable senior notes, net of discount		1,155,669			1,148,497			1,715,685			1,754,343			1,743,337
Unsecured line of credit		—			—			—			—			—
Accounts payable and accrued expenses		163,496			165,441			155,139			143,694			145,811
Dividends and distributions payable		93,353			92,615			91,901			83,584			83,369
Accrued interest payable		61,947			97,997			69,105			89,555			62,046
Other liabilities		308,354			324,826			293,515			273,789			259,148

Total liabilities		9,523,357			8,641,505			9,313,798			8,540,985			8,492,017


Commitments and contingencies		—			—			—			—			—


Noncontrolling interest:
Redeemable preferred units of the Operating Partnership		51,537			51,537			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, 150,715,702, 149,384,341, 148,107,611, 147,627,247, and 146,387,201 outstanding, respectively		1,507			1,494			1,481			1,476			1,464
Additional paid-in capital		5,184,710			5,050,547			4,936,457			4,916,440			4,846,003
Dividends in excess of earnings		(34,463	)		(70,609	)		(53,080	)		(72,941	)		(69,537	)
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(14,978	)		(15,558	)		(16,138	)		(16,717	)		(17,294	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,134,054			4,963,152			4,865,998			4,825,536			4,757,914

Noncontrolling interests:
Common units of the Operating Partnership		573,241			557,930			548,581			559,621			579,211
Property partnerships		(1,560	)		(1,267	)		(1,063	)		(996	)		(582	)

Total equity		5,705,735			5,519,815			5,413,516			5,384,161			5,336,543



Total liabilities and equity	$	15,280,629		$	14,212,857		$	14,782,966		$	13,980,798		$	13,884,212

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

(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. This amount was fully secured by cash deposits included within the caption “Cash held in escrows.” On August 19, 2011, the mortgage loan was refinanced and the cash deposit was released to the Company.

(3)

The notes receivable consist of (1) a partner loan from the Company to the unconsolidated joint venture entity that owns the General Motors Building totaling $270.0 million and (2) three loans from the Company to the Company’s Value-Added Fund in maximum amounts aggregating $20.3 million, of which an aggregate net amount of approximately $12.4 million has been advanced as of June 30, 2012. The unconsolidated entities have corresponding notes payable to the Company, see pages 17 and 18.

Boston Properties, Inc.

Second Quarter 2012

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Jun-12			31-Mar-12			31-Dec-11			30-Sep-11			30-Jun-11
Revenue
Rental
Base Rent	$	372,285		$	356,091		$	356,418		$	358,607		$	346,515
Recoveries from tenants		57,475			51,747			51,939			53,194			48,255
Parking and other		23,524			22,427			21,211			21,679			21,098

Total rental revenue		453,284			430,265			429,568			433,480			415,868
Hotel revenue		10,049			6,816			11,632			8,045			8,904
Development and management services		9,564			8,146			8,726			8,178			9,095

Total revenue		472,897			445,227			449,926			449,703			433,867


Expenses
Operating		92,213			89,212			87,205			89,189			82,033
Real estate taxes		69,640			67,234			65,479			64,587			61,600
Hotel operating		6,616			6,099			8,076			6,032			6,281
General and administrative (1) (2)		19,066			27,619			19,329			16,917			18,721
Transaction costs		8			2,104			80			474			1,361
Depreciation and amortization		111,643			108,940			108,318			108,674			110,259

Total expenses		299,186			301,208			288,487			285,873			280,255


Operating income		173,711			144,019			161,439			163,830			153,612
Other income (expense)
Income from unconsolidated joint ventures (3)		21,191			11,721			57,712			11,326			8,882
Interest and other income		2,382			1,646			1,179			1,252			1,953
Gains (losses) from investments in securities (1)		(186	)		801			38			(860	)		6
Interest expense (4) (5)		(99,901	)		(103,237	)		(103,308	)		(95,117	)		(94,583	)
Gains (losses) from early extinguishments of debt (6)		274			767			(1,494	)		—			—

Income from continuing operations		97,471			55,717			115,566			80,431			69,870
Discontinued operations
Income (loss) from discontinued operations (7) (8)		398			486			(123	)		20			(132	)
Gain on sale of real estate from discontinued operations (7)		36,877			—			—			—			—
Gain on forgiveness of debt from discontinued operations (8)		—			17,807			—			—			—

Net income		134,746			74,010			115,443			80,451			69,738
Net income attributable to noncontrolling interests
Noncontrolling interest in property partnership		(457	)		(546	)		(440	)		(86	)		(503	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(765	)		(801	)		(842	)		(832	)		(842	)
Noncontrolling interest - common units of the Operating Partnership (9)		(10,360	)		(6,020	)		(12,530	)		(8,989	)		(8,194	)
Noncontrolling interest in discontinued operations - common units of the Operating Partnership (9)		(4,094	)		(2,011	)		13			(2	)		15

Net income attributable to Boston Properties, Inc.	$	119,070		$	64,632		$	101,644		$	70,542		$	60,214


INCOME PER SHARE OF COMMON STOCK (EPS)

Net income attributable to Boston Properties, Inc. per share - basic	$	0.79		$	0.44		$	0.69		$	0.48		$	0.41

Net income attributable to Boston Properties, Inc. per share - diluted	$	0.79		$	0.43		$	0.69		$	0.48		$	0.41

(1)

Gains (losses) from investments in securities includes $(186), $801, $38, $(860) and $6 and general and administrative expense includes $349, $(825), $(38), $757 and $(23) for the three months ended June 30, 2012, March 31, 2012, December 31, 2011, September 30, 2011 and June 30, 2011, respectively, related to the Company’s deferred compensation plan.

(2)	For the three months ended March 31, 2012, general and administrative expense includes approximately $4.5 million related to the resignation of the Company’s Chief Operating Officer.

(3)	For the three months ended December 31, 2011, income from unconsolidated joint ventures includes the gain on sale of Two Grand Central Tower totaling approximately $46.2 million.

(4)	Interest expense is reported net of capitalized interest of $10,077, $11,201, $12,188, $13,004 and $11,958 for the three months ended June 30, 2012, March 31, 2012, December 31, 2011, September 30, 2011 and June 30, 2011, respectively.

(5)	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.

(6)

(7)

On May 17, 2012, the Company completed the sale of its Bedford Business Park properties located in Bedford, Massachusetts for approximately $62.8 million in cash. Net cash proceeds totaled approximately $62.0 million, resulting in a gain on sale of approximately $36.9 million. The operating results of the properties through the date of sale have been classified as discontinued operations on a historical basis for all periods presented.

(8)

On January 31, 2012, the servicer of the non-recourse mortgage loan collateralized by the Company’s Montvale Center property located in Gaithersburg, Maryland foreclosed on the property. As a result of the foreclosure, the mortgage loan totaling $25.0 million was extinguished and the related obligations were satisfied with the transfer of the real estate and working capital to the servicer. The transaction resulted in a gain on forgiveness of debt of approximately $17.8 million. The operating results of the property through the date of foreclosure have been classified as discontinued operations on a historical basis for all periods presented.

(9)

Equals noncontrolling interest - common units of the Operating Partnership’s share of 10.54%, 10.67%, 10.77%, 11.02% and 11.61% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended June 30, 2012, March 31, 2012, December 31, 2011, September 30, 2011 and June 30, 2011, respectively.

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

Boston Properties, Inc.

Second Quarter 2012

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Jun-12		31-Mar-12		31-Dec-11			30-Sep-11		30-Jun-11
Net income attributable to Boston Properties, Inc.	$	119,070	$	64,632	$	101,644		$	70,542	$	60,214
Add:
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		4,094		2,011		(13	)		2		(15	)
Noncontrolling interest - common units of the Operating Partnership		10,360		6,020		12,530			8,989		8,194
Noncontrolling interest - redeemable preferred units of the Operating Partnership		765		801		842			832		842
Noncontrolling interests in property partnerships		457		546		440			86		503

Less:
Income (loss) from discontinued operations		398		486		(123	)		20		(132	)
Gain on sale of real estate from discontinued operations		36,877		—		—			—		—
Gain on forgiveness of debt from discontinued operations		—		17,807		—			—		—


Income from continuing operations		97,471		55,717		115,566			80,431		69,870
Add:
Real estate depreciation and amortization (1)		135,030		132,490		133,415			134,777		137,495
Income (loss) from discontinued operations		398		486		(123	)		20		(132	)
Less:
Gains on sales of real estate included within income from unconsolidated joint ventures (2)		—		—		46,166			—		—
Noncontrolling interests in property partnerships’ share of funds from operations		956		1,010		904			549		966
Noncontrolling interest - redeemable preferred units of the Operating Partnership		765		801		842			832		842


Funds from operations (FFO) attributable to the Operating Partnership		231,178		186,882		200,946			213,847		205,425
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		24,361		19,939		21,648			23,573		23,856

FFO attributable to Boston Properties, Inc. (3)	$	206,817	$	166,943	$	179,298		$	190,274	$	181,569


FFO per share - basic	$	1.38	$	1.13	$	1.21		$	1.29	$	1.24

Weighted average shares outstanding - basic		150,312		148,343		147,732			147,006		145,864

FFO per share - diluted	$	1.37	$	1.12	$	1.21		$	1.28	$	1.23

Weighted average shares outstanding - diluted		152,047		150,140		149,435			149,083		148,156

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $111,643, $108,940, $108,318, $108,674 and $110,259, our share of unconsolidated joint venture real estate depreciation and amortization of $23,513, $23,121, $24,592, $25,633 and $26,680, and depreciation and amortization from discontinued operations of $243, $797, $863, $821 and $821, less corporate related depreciation of $369, $368, $358, $351 and $265 for the three months ended June 30, 2012, March 31, 2012, December 31, 2011, September 30, 2011 and June 30, 2011, respectively.

(2)	For the three months ended December 31, 2011, consists of the gain on sale of Two Grand Central Tower included within income from unconsolidated joint ventures in the Company’s consolidated statements of operations.

(3)	Based on weighted average basic shares for the quarter. The Company’s share for the quarter ended June 30, 2012, March 31, 2012, December 31, 2011, September 30, 2011 and June 30, 2011 was 89.46%, 89.33%, 89.23%, 88.98% and 88.39%, respectively.

Boston Properties, Inc.

Second Quarter 2012

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	June 30, 2012				March 31, 2012				December 31, 2011				September 30, 2011				June 30, 2011
	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	$	231,178		168,018	$	186,882		166,060	$	200,946		165,569	$	213,847		165,219	$	205,425		165,029
Effect of Dilutive Securities
Convertible Preferred Units		765		1,353		801		1,394		842		1,461		832		1,461		842		1,461
Stock based compensation and exchangeable senior notes		—		382		—		403		—		242		—		616		—		831


Diluted FFO	$	231,943		169,753	$	187,683		167,857	$	201,788		167,272	$	214,679		167,296	$	206,267		167,321

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of diluted funds from operations		24,192		17,706		19,810		17,717		21,517		17,837		23,371		18,213		23,625		19,165


Company’s share of diluted FFO (1)	$	207,751		152,047	$	167,873		150,140	$	180,271		149,435	$	191,308		149,083	$	182,642		148,156


FFO per share - basic	$	1.38			$	1.13			$	1.21			$	1.29			$	1.24


FFO per share - diluted	$	1.37			$	1.12			$	1.21			$	1.28			$	1.23

(1)	Based on weighted average diluted shares for the quarter. The Company’s share for the quarter ended June 30, 2012, March 31, 2012, December 31, 2011, September 30, 2011 and June 30, 2011 was 89.57%, 89.45%, 89.34%, 89.11% and 88.55%, respectively.

Boston Properties, Inc.

Second Quarter 2012

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	30-Jun-12			31-Mar-12			31-Dec-11			30-Sep-11			30-Jun-11
Basic FFO (see page 9)	$	231,178		$	186,882		$	200,946		$	213,847		$	205,425
2nd generation tenant improvements and leasing commissions		(36,519	)		(50,678	)		(60,564	)		(18,158	)		(16,639	)
Straight-line rent (1)		(21,434	)		(21,929	)		(21,404	)		(23,075	)		(24,571	)
Recurring capital expenditures		(5,005	)		(1,796	)		(18,299	)		(7,120	)		(2,785	)
Fair value interest adjustment (1)		1,292			202			(80	)		(97	)		(208	)
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment		6,820			8,264			9,815			9,813			9,657
Fair value lease revenue (1) (2)		(17,440	)		(17,863	)		(19,756	)		(19,955	)		(20,537	)
Hotel improvements, equipment upgrades and replacements		(190	)		(187	)		(799	)		(1,239	)		(1,478	)
Straight-line ground rent expense adjustment (3)		1,838			5,032			1,788			1,687			682
Non real estate depreciation		369			368			358			351			265
Stock-based compensation (4)		6,755			11,358			5,970			5,937			5,909
Non-cash losses (gains) from early extinguishments of debt		(282	)		(914	)		1,494			—			—
Non-cash termination adjustment (including fair value lease amounts)		4,938			56			(573	)		(335	)		—
Partners’ share of joint venture 2nd generation tenant improvement and leasing commissions		2,590			1,114			4,564			840			1,175


Funds available for distribution to common shareholders and common unitholders (FAD)	$	174,910		$	119,909		$	103,460		$	162,496		$	156,895

Interest Coverage Ratios

(in thousands, except for ratio amounts)


	Three Months Ended
	30-Jun-12			31-Mar-12			31-Dec-11			30-Sep-11			30-Jun-11
*Excluding Capitalized Interest*
Income from continuing operations	$	97,471		$	55,717		$	115,566		$	80,431		$	69,870
Interest expense		99,901			103,237			103,308			95,117			94,583
Depreciation and amortization expense		111,643			108,940			108,318			108,674			110,259
Depreciation and amortization expense from unconsolidated joint ventures		23,513			23,121			24,592			25,633			26,680
Gains on sales of real estate included within income from unconsolidated joint ventures		—			—			(46,166	)		—			—
Interest expense - discontinued operations		—			222			659			660			653
Depreciation and amortization expense - discontinued operations		243			797			863			821			821
Income (loss) from discontinued operations		398			486			(123	)		20			(132	)
Non-cash losses (gains) from early extinguishments of debt		(282	)		(914	)		1,494			—			—
Non-cash termination adjustment (including fair value lease amounts)		4,938			56			(573	)		(335	)		—
Stock-based compensation		6,755			11,358			5,970			5,937			5,909
Straight-line ground rent expense adjustment (3)		1,838			5,032			1,788			1,687			682
Straight-line rent (1)		(21,434	)		(21,929	)		(21,404	)		(23,075	)		(24,571	)
Fair value lease revenue (1) (2)		(17,440	)		(17,863	)		(19,756	)		(19,955	)		(20,537	)

Subtotal		307,544			268,260			274,536			275,615			264,217
Divided by:

Adjusted interest expense (5) (6) (7)		91,027			93,107			91,929			83,678			83,495

Interest Coverage Ratio		3.38			2.88			2.99			3.29			3.16


*Including Capitalized Interest*
Income from continuing operations	$	97,471		$	55,717		$	115,566		$	80,431		$	69,870
Interest expense		99,901			103,237			103,308			95,117			94,583
Depreciation and amortization expense		111,643			108,940			108,318			108,674			110,259
Depreciation and amortization expense from unconsolidated joint ventures		23,513			23,121			24,592			25,633			26,680
Gains on sales of real estate included within income from unconsolidated joint ventures		—			—			(46,166	)		—			—
Interest expense - discontinued operations		—			222			659			660			653
Depreciation and amortization expense - discontinued operations		243			797			863			821			821
Loss from discontinued operations		398			486			(123	)		20			(132	)
Non-cash losses (gains) from early extinguishments of debt		(282	)		(914	)		1,494			—			—
Non-cash termination income (including fair value lease amounts)		4,938			56			(573	)		(335	)		—
Stock-based compensation		6,755			11,358			5,970			5,937			5,909
Straight-line ground rent expense adjustment (3)		1,838			5,032			1,788			1,687			682
Straight-line rent (1)		(21,434	)		(21,929	)		(21,404	)		(23,075	)		(24,571	)
Fair value lease revenue (1) (2)		(17,440	)		(17,863	)		(19,756	)		(19,955	)		(20,537	)

Subtotal		307,544			268,260			274,536			275,615			264,217

Divided by:
Adjusted interest expense (5) (6) (7) (8)		101,104			104,308			104,117			96,682			95,453

Interest Coverage Ratio		3.04			2.57			2.64			2.85			2.77

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

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

(3)	For additional information, see page 6.

(4)	For the three months ended March 31, 2012, stock-based compensation includes approximately $2.7 million consisting of the acceleration of vesting of the Company’s Chief Operating Officer’s stock-based compensation awards associated with his resignation.

(5)	Excludes the impact of the ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment of $6,820, $8,264, $9,815, $9,813 and $9,657 for the three months ended June 30, 2012, March 31, 2012, December 31, 2011, September 30, 2011 and June 30, 2011, respectively.

(6)	Excludes amortization of financing costs of $2,054, $2,088, $2,223, $2,286 and $2,084 for the three months ended June 30, 2012, March 31, 2012, December 31, 2011, September 30, 2011 and June 30, 2011, respectively.

(7)	Includes interest expense from discontinued operations of $0, $222, $659, $660 and $653 for the three months ended June 30, 2012, March 31, 2012, December 31, 2011, September 30, 2011 and June 30, 2011, respectively.

(8)	Includes capitalized interest of $10,077, $11,201, $12,188, $13,004 and $11,958 for the three months ended June 30, 2012, March 31, 2012, December 31, 2011, September 30, 2011 and June 30, 2011, respectively.

Boston Properties, Inc.

Second Quarter 2012

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


																												Aggregate Principal June 30, 2012
Mortgage Notes Payable																												$	2,857,892
Unsecured Line of Credit																													—
Unsecured Senior Notes, at face value																													4,875,000
Unsecured Exchangeable Senior Notes, at face value																													1,197,500

Total Debt																													8,930,392
Fair Value Adjustment on Mortgage Notes Payable																													19,233
Discount on Unsecured Senior Notes																													(11,587	)
Discount on Unsecured Exchangeable Senior Notes																													(2,368	)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment (1)																													(39,463	)

Total Consolidated Debt																												$	8,896,207


Boston Properties Limited Partnership Unsecured Senior Notes
Settlement Date	6/11/2012			11/10/2011			11/18/2010			4/19/2010			10/9/2009			5/22/2003			3/18/2003			1/17/2003			12/13/2002			Total/ Average

Original Principal Amount	$	1,000,000		$	850,000		$	850,000		$	700,000		$	700,000		$	250,000		$	300,000		$	175,000		$	750,000		$	5,575,000
Principal Amount at Quarter End	$	1,000,000		$	850,000		$	850,000		$	700,000		$	700,000		$	250,000		$	300,000		$	42,568		$	182,432		$	4,875,000
Yield (on issue date)		3.954	%		3.853	%		4.289	%		5.708	%		5.967	%		5.194	%		5.693	%		6.291	%		6.381	%		5.01	%
Coupon		3.850	%		3.700	%		4.125	%		5.625	%		5.875	%		5.000	%		5.625	%		6.250	%		6.250	%		4.89	%
Public Offering Price		99.779	%		99.767	%		99.260	%		99.891	%		99.931	%		99.329	%		99.898	%		99.763	%		99.650	%		99.70	%
Ratings:
Moody’s		Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)
S&P		A- (stable)			A- (stable)			A- (stable)			A- (stable)			A- (stable)			A- (stable)			A- (stable)			A- (stable)			A- (stable)
Fitch		BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)
Maturity Date		2/1/2023			11/15/2018			5/15/2021			11/15/2020			10/15/2019			6/1/2015			4/15/2015			1/15/2013			1/15/2013
Discount	$	2,193		$	1,837		$	5,860		$	679		$	378		$	502		$	90		$	7		$	41		$	11,587

Unsecured Senior Notes, net of discount	$	997,807		$	848,163		$	844,140		$	699,321		$	699,622		$	249,498		$	299,910		$	42,561		$	182,391		$	4,863,413


Boston Properties Limited Partnership Unsecured Exchangeable Senior Notes

Settlement Date										8/19/2008			4/6/2006															Total/ Average

Original Principal Amount										$	747,500		$	450,000														$	1,197,500
Principal Amount at Quarter End										$	747,500		$	450,000														$	1,197,500
Yield (on issue date)											4.037	%		3.787	%														3.94	%
GAAP Yield											6.555	%		5.958	%														6.33	%
Coupon											3.625	%		3.750	%
Exchange Rate											8.5051			10.0066
Exchange Price										$	134.94	(2)	$	99.93
Diluted share impact for the current quarter											—			196															196
First Optional Redemption Date											N/A			5/18/2013
Maturity Date											2/15/2014			5/15/2036
Discount										$	2,368		$	—														$	2,368
ASC 470-20 (FSP APB 14-1) Adjustment (1)										$	31,052		$	8,411														$	39,463

Unsecured Senior Exchangeable Notes										$	714,080		$	441,589														$	1,155,669


*Equity*
*(in thousands)*

																						Shares/ Units Outstanding as of 06/30/2012			Common Stock Equivalents			Equivalent Value (3)
Common Stock																							150,716			150,716	(4)	$	16,333,093
Common Operating Partnership Units																							18,197			18,197	(5)	$	1,972,009
Series Two Preferred Operating Partnership Units																							1,031			1,353		$	146,625

Total Equity																										170,266		$	18,451,727


Total Consolidated Debt																												$	8,896,207

Total Consolidated Market Capitalization																												$	27,347,934


BXP’s share of Joint Venture Debt																												$	1,440,541	(6)
Total Combined Debt (7)																												$	10,336,748

Total Combined Market Capitalization (8)																												$	28,788,475

(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 June 30, 2012, the exchange price was $134.94 per share.

(3)	Values based on June 30, 2012 closing price of $108.37 per share of common stock.

(4)	Includes 80 shares of restricted stock.

(5)	Includes 1,683 long-term incentive plan units, but excludes 800 unvested outperformance plan units.

(6)	Excludes the Company’s share ($282,416) of partner loans made to unconsolidated joint ventures.

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

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

Boston Properties, Inc.

Second Quarter 2012

DEBT ANALYSIS (1)

Debt Maturities and Principal Payments

as of June 30, 2012

(in thousands)


	2012			2013			2014			2015			2016			Thereafter			Total

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

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

Fixed Rate Debt

Mortgage Notes Payable	$	7,405		$	103,209		$	87,757		$	26,182		$	397,629		$	2,235,710		$	2,857,892
Fair Value Adjustment		2,255			4,271			3,962			4,157			4,226			362			19,233

Mortgage Notes Payable		9,660			107,480			91,719			30,339			401,855			2,236,072			2,877,125

Unsecured Exchangeable Senior Notes, net of discount		—			450,000	(2)		745,132			—			—			—			1,195,132

ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(13,973	)		(23,052	)		(2,438	)		—			—			—			(39,463	)

Unsecured Exchangeable Senior Notes		(13,973	)		426,948			742,694			—			—			—			1,155,669


Unsecured Senior Notes, net of discount		—			224,952			—			549,408			—			4,089,053			4,863,413


Total Fixed Debt	$	(4,313	)	$	759,380		$	834,413		$	579,747		$	401,855		$	6,325,125		$	8,896,207


Total Consolidated Debt	$	(4,313	)	$	759,380		$	834,413		$	579,747		$	401,855		$	6,325,125		$	8,896,207


GAAP Weighted Average Floating Rate Debt		—			—			—			—			—			—			—
GAAP Weighted Average Fixed Rate Debt		6.55	%		6.08	%		6.46	%		5.48	%		6.84	%		4.84	%		5.22	%

Total GAAP Weighted Average Rate		6.55	%		6.08	%		6.46	%		5.48	%		6.84	%		4.84	%		5.22	%



Total Stated Weighted Average Rate		6.82	%		4.94	%		4.03	%		5.40	%		6.83	%		4.84	%		4.90	%

Unsecured Debt

Unsecured Line of Credit - Matures June 24, 2014

(in thousands)


Facility		Outstanding at 06/30/2012		Letters of Credit		Remaining Capacity at 06/30/2012

$	750,000	$	—	$	13,084	$	736,916

Unsecured and Secured Debt Analysis


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

Unsecured Debt		67.66	%		4.55	%		5.11	%		6.3	years
Secured Debt		32.34	%		5.62	%		5.47	%		5.8	years

Total Consolidated Debt		100.00	%		4.90	%		5.22	%		6.1	years

Floating and Fixed Rate Debt Analysis


	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Floating Rate Debt		—			—			—			—	years
Fixed Rate Debt		100.00	%		4.90	%		5.22	%		6.1	years

Total Consolidated Debt		100.00	%		4.90	%		5.22	%		6.1	years

(1)

Excludes unconsolidated joint ventures. The GAAP interest rate differs from the stated interest rate due to the inclusion of the amortization of financing charges, effects of hedging transactions, adjustments required to reflect loans at their fair values upon acquisition and the adjustments required to reflect the nonconvertible debt borrowing rate on the unsecured exchangeable senior notes in accordance with ASC 470-20 (formerly known as FSP APB 14-1).

(2)	Represents aggregate principal amount of our outstanding 3.75% exchangeable senior notes due 2036. Amount is included in the year in which the first optional redemption date occurs.

Boston Properties, Inc.

Second Quarter 2012

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

as of June 30, 2012

(in thousands)


Property	2012			2013			2014			2015			2016			Thereafter			Total

599 Lexington Avenue	$	—		$	—		$	—		$	—		$	—		$	750,000		$	750,000
601 Lexington Avenue		—			2,747			11,321			11,870			12,447			686,615			725,000
John Hancock Tower and Garage		—			—			—			—			—			640,500			640,500	(2)
Embarcadero Center Four		2,451			5,131			5,452			5,794			348,886			—			367,714
505 9th Street		1,105			2,306			2,441			2,585			2,737			113,596			124,770
New Dominion Technology Park, Building Two		—			—			63,000			—			—			—			63,000
140 Kendrick Street		582			47,889			—			—			—			—			48,471	(2)
New Dominion Technology Park, Building One		1,011			2,140			2,304			2,481			2,672			35,822			46,430
Kingstowne Two and Retail		828			1,730			1,837			1,950			29,277			—			35,622	(2)
Sumner Square		474			22,896			—			—			—			—			23,370
Kingstowne One		332			17,062			—			—			—			—			17,394	(2)
University Place		622			1,308			1,402			1,502			1,610			9,177			15,621


		7,405			103,209			87,757			26,182			397,629			2,235,710			2,857,892


Aggregate Fair Value Adjustments		2,255			4,271			3,962			4,157			4,226			362			19,233


		9,660			107,480			91,719			30,339			401,855			2,236,072			2,877,125


Unsecured Exchangeable Senior Notes, net of discount		—			450,000	(3)		745,132			—			—			—			1,195,132
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(13,973	)		(23,052	)		(2,438	)		—			—			—			(39,463	)


		(13,973	)		426,948			742,694			—			—			—			1,155,669


Unsecured Senior Notes, net of discount		—			224,952			—			549,408			—			4,089,053			4,863,413
Unsecured Line of Credit		—			—			—			—			—			—			—	(4)


	$	(4,313	)	$	759,380		$	834,413		$	579,747		$	401,855		$	6,325,125		$	8,896,207


% of Total Consolidated Debt		-0.05	%		8.53	%		9.38	%		6.52	%		4.52	%		71.10	%		100.00	%
Balloon Payments		—		$	761,204		$	808,132		$	549,408		$	372,532		$	6,224,282		$	8,715,558
Scheduled Amortization	$	9,660		$	21,228		$	28,719		$	30,339		$	29,323		$	100,843		$	220,112

(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)	Represents aggregate principal amount of our outstanding 3.75% exchangeable senior notes due 2036. Amount is included in the year in which the first optional redemption date occurs.

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

Boston Properties, Inc.

Second Quarter 2012

Senior Unsecured Debt Covenant Compliance Ratios

(in thousands)

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

This section presents such ratios as of June 30, 2012 to show that the Company’s Operating Partnership was in compliance with the terms of the indenture, as amended, which has been filed with the SEC. This section also presents certain other indenture-related data which we believe assists investors in the Company’s unsecured debt securities. Management is not presenting these ratios and the related calculations for any other purpose or for any other period, and is not intending for these measures to otherwise provide information to investors about the Company’s financial condition or results of operations. Investors should not rely on these measures other than for purposes of testing our compliance with the indenture.


	Senior Notes Issued Prior to October 9, 2009			Senior Notes Issued On or After October 9, 2009
	June 30, 2012
Total Assets:
Capitalized Property Value (1)	$	18,665,585		$	19,104,460
Cash and Cash Equivalents		1,671,997			1,671,997
Investments in Marketable Securities		11,036			11,036
Undeveloped Land, at Cost (including Joint Venture %)		286,069			286,069
Development in Process, at Cost (including Joint Venture %)		841,155			841,155

Total Assets	$	21,475,842		$	21,914,717



Unencumbered Assets	$	14,481,401		$	14,768,620


Secured Debt (Fixed and Variable)(2)	$	2,857,892		$	2,857,892
Joint Venture Debt		1,440,541			1,440,541
Contingent Liabilities & Letters of Credit		13,135			13,135
Unsecured Debt (3)		6,072,500			6,072,500

Total Outstanding Debt	$	10,384,068		$	10,384,068


Consolidated EBITDA:
Income from Continuing Operations (per Consolidated Income Statement)	$	97,471		$	97,471
Subtract: Income from unconsolidated joint ventures (per Consolidated Income Statement)		(21,191	)		(21,191	)
Subtract: Gains from early extinguishment of debt (per Consolidated Income Statement)		(274	)		(274	)
Add: Losses (gains) from Investments in Securities (per Consolidated Income Statement)		186			186
Add: Interest Expense (per Consolidated Income Statement)		99,901			99,901
Add: Depreciation and Amortization (per Consolidated Income Statement)		111,643			111,643

EBITDA		287,736			287,736
Add: Company share of unconsolidated joint venture EBITDA		53,622			53,622

Consolidated EBITDA	$	341,358		$	341,358


Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)	$	99,901		$	99,901
Add: Company share of unconsolidated joint venture interest expense		22,026			22,026
Less: Amortization of financing costs		(2,054	)		(2,054	)
Less: Interest expense funded by construction loan draws		—			—

Adjusted Interest Expense	$	119,873		$	119,873


Covenant Ratios and Related Data	Test	Actual			Actual
Total Outstanding Debt/Total Assets	Less than 60%		48.4	%		47.4	%
Secured Debt/Total Assets	Less than 50%		20.0	%		19.6	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50x		2.85			2.85
Unencumbered Assets/ Unsecured Debt	Greater than 150%		238.5	%		243.2	%


Unencumbered Consolidated EBITDA		$	219,941		$	219,941


Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)			3.20			3.20



% of Unencumbered Consolidated EBITDA to Consolidated EBITDA			64.4	%		64.4	%



# of unencumbered properties			122			122

(1)

For senior notes issued prior to October 9, 2009, Capitalized Property Value is determined for each property and is the greater of (A) annualized EBITDA capitalized at an 8.5% rate for CBD properties and a 9.0% rate for non-CBD properties, and (B) the undepreciated book value as determined under GAAP. Capitalized Property Value for senior notes issued on or after October 9, 2009 is determined for each property and is the greater of (A) annualized EBITDA capitalized at an 8.0% rate for CBD properties and a 9.0% rate for non-CBD properties, and (B) the undepreciated book value as determined under GAAP.

(2)	Excludes aggregate fair value adjustment of $19,233.

(3)	Excludes aggregate debt discount of $13,955 and ASC 470-20 (formerly known as FSP APB 14-1) adjustment of $39,463.

Boston Properties, Inc.

Second Quarter 2012

UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS (*)

Debt Maturities and Principal Payments by Property

(in thousands)


Property	2012			2013			2014			2015			2016			Thereafter			Total

General Motors Building (60%)	$	—		$	—		$	—		$	—		$	—		$	963,600		$	963,600	(1)(2)
125 West 55th Street (60%)		842			1,763			1,874			1,991			2,116			112,245			120,831
Metropolitan Square (51%)		—			662			1,187			1,257			1,332			84,812			89,250
540 Madison Avenue (60%)		120			70,920			—			—			—			—			71,040	(2)
Market Square North (50%)		—			161			993			1,042			1,094			61,710			65,000
901 New York Avenue (25%)		376			782			823			37,590			—			—			39,571
Annapolis Junction (50%)		140			279			279			279			279			19,799			21,055	(3)
500 North Capitol Street, N.W. (30%)		—			—			18,331			—			—			—			18,331	(4)
Annapolis Junction Building Six (50%)		—			6,149			—			—			—			—			6,149	(4)


		1,478			80,716			23,487			42,159			4,821			1,242,166			1,394,827

Aggregate Fair Value Adjustments		3,613			7,186			7,087			7,612			8,177			6,529			40,204


	$	5,091		$	87,902		$	30,574		$	49,771		$	12,998		$	1,248,695		$	1,435,031


GAAP Weighted Average Rate		5.57	%		6.10	%		3.21	%		5.29	%		5.54	%		6.39	%		6.28	%

% of Total Debt		0.35	%		6.13	%		2.13	%		3.47	%		0.91	%		87.01	%		100.00	%

Floating and Fixed Rate Debt Analysis


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

Floating Rate Debt		3.26	%		1.94	%		2.38	%		3.8	years
Fixed Rate Debt		96.74	%		5.85	%		6.41	%		5.5	years

Total Debt		100.00	%		5.72	%		6.28	%		5.4	years

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

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

(2)	These properties have a fair value adjustment which are aggregated below.

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

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

Boston Properties, Inc.

Second Quarter 2012

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of June 30, 2012


	General Motors Building			125 West 55th Street			Two Grand Central Tower (1)			540 Madison Avenue			Market Square North			Metro- politan Square			901 New York Avenue			Wisconsin Place (2)			Annapolis Junction (3)			Eighth Avenue and 46th Street (4)			500 North Capitol Street, N.W. (4)			Subtotal		Value- Added Fund (5)(6)			Total Uncon- solidated Joint Ventures

Investment (7)	$	659,748	(8)	$	117,388		$	(17	)	$	70,187		$	(11,499	)	$	10,299		$	(1,639	)	$	50,234		$	16,015		$	10,454		$	1,727		$	922,897	$	30,172		$	953,069

Note Receivable		270,000	(8)		—			—			—			—			—			—			—			—			—			—			270,000		12,416	(9)		282,416


Net Equity (7)	$	389,748		$	117,388		$	(17	)	$	70,187		$	(11,499	)	$	10,299		$	(1,639	)	$	50,234		$	16,015		$	10,454		$	1,727		$	652,897	$	17,756		$	670,653


Mortgage/ Construction loans payable (7) (10)	$	963,600		$	120,831		$	—		$	71,040		$	65,000		$	89,250		$	39,571		$	—		$	27,204		$	—		$	18,331		$	1,394,827	$	45,714		$	1,440,541


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

Results of Operations

(unaudited and in thousands)

for the three months ended June 30, 2012


	General Motors Building		125 West 55th Street		Two Grand Central Tower (1)			540 Madison Avenue			Market Square North		Metro- politan Square		901 New York Avenue			Wisconsin Place (2)			Annapolis Junction (3)			Eighth Avenue and 46th Street (4)			500 North Capitol Street, N.W. (4)			Subtotal			Value- Added Fund (5)(6)			Total Uncon- solidated Joint Ventures
REVENUE
Rental	$	60,051	$	9,833	$	50		$	6,986		$	5,482	$	8,720	$	8,830		$	1,150		$	4,073		$	—		$	8		$	105,183		$	4,544		$	109,727
Straight-line rent		870		1,673		—			(217	)		66		18		(195	)		—			(10	)		—			—			2,205			589			2,794
Fair value lease revenue		20,575		896		—			1,571			—		—		—			—			—			—			—			23,042			185			23,227
Termination Income		19,645		196		—			446			—		—		—			—			—			—			—			20,287			—			20,287


Total revenue		101,141		12,598		50			8,786			5,548		8,738		8,635			1,150			4,063			—			8			150,717			5,318			156,035


EXPENSES
Operating		20,705		3,822		8			2,789			2,238		3,143		3,032			616			1,234			53			55			37,695			1,566			39,261


NET OPERATING INCOME		80,436		8,776		42			5,997			3,310		5,595		5,603			534			2,829			(53	)		(47	)		113,022			3,752			116,774

Interest		26,402		3,093		—			1,933			1,597		2,541		2,083			—			192			—			—			37,841			894			38,735
Interest other - partner loans		16,865		—		—			—			—		—		—			—			—			—			—			16,865			309			17,174
Depreciation and amortization		27,647		3,539		—			3,028			799		1,932		1,384			1,375			1,178			—			—			40,882			1,797			42,679


SUBTOTAL		70,914		6,632		—			4,961			2,396		4,473		3,467			1,375			1,370			—			—			95,588			3,000			98,588

Loss on sale of real estate		—		—		(80	)		—			—		—		—			—			—			—			—			(80	)		—			(80	)

NET INCOME/(LOSS)	$	9,522	$	2,144	$	122		$	1,036		$	914	$	1,122	$	2,136		$	(841	)	$	1,459		$	(53	)	$	(47	)	$	17,514		$	752		$	18,266


BXP’s share of net income/(loss)	$	5,713	$	1,286	$	73		$	622		$	457	$	572	$	1,249	(11)	$	(283	)	$	685	(11)	$	(27	)	$	(14	)	$	10,334		$	292	(6)(11)	$	10,626

Basis differential (12)		—		232		—			143			—		—		—			—			—			—			—			374			72	(6)		446

Gain on sale of investment		—		—		—			—			—		—		—			—			—			—			—			—			—			—

Elimination of inter-entity interest on partner loan		10,119		—		—			—			—		—		—			—			—			—			—			10,119			—			10,119


Income/(loss) from unconsolidated joint ventures	$	15,832	$	1,518	$	73		$	764		$	457	$	572	$	1,249		$	(283	)	$	685		$	(27	)	$	(14	)	$	20,827		$	364	(6)	$	21,191

Gain on sale of investment		—		—		—			—			—		—		—			—			—			—			—			—			—			—
BXP’s share of depreciation & amortization		16,588		1,810		—			1,506			399		986		592	(11)		460			589	(11)		—			—			22,930			583	(6)(11)		23,513

BXP’s share of Funds from Operations (FFO)	$	32,420	$	3,328	$	73		$	2,270		$	856	$	1,558	$	1,841		$	177		$	1,274		$	(27	)	$	(14	)	$	43,757		$	947	(6)	$	44,704



BXP’s share of net operating income/(loss)	$	48,262	$	5,183	$	25		$	3,430		$	1,655	$	2,853	$	1,401		$	178		$	1,415		$	(27	)	$	(14	)	$	64,361		$	1,405	(6)	$	65,766

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

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

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

(4)	Property is currently not in service (i.e., under construction or undeveloped land). 500 North Capitol Street, N.W. is currently under redevelopment.

(5)

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

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

(7)	Represents the Company’s share.

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

(9)	Represents three loans from the Company to the Value-Added Fund. The loans from the Company bear interest at a fixed rate of 10.0% per annum and mature on December 15, 2012, May 31, 2014 and November 22, 2014.

(10)	Excludes fair value adjustments.

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

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

Boston Properties, Inc.

Second Quarter 2012

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 then owned by the Value-Added Fund (i.e. 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 %			Annualized Revenue per leased SF (1)		Mortgage Notes Payable (2)

300 Billerica Road, Chelmsford, MA		1		110,882		100.0	%	$	9.04	$	1,875	(3)
Mountain View Research Park, Mountain View, CA		16		602,199		81.5	%		31.10		35,935	(4)
Mountain View Technology Park, Mountain View, CA		7		135,279		100.0	%		23.57		7,904	(5)

Total		24		848,360		86.9	%	$	26.40	$	45,714

Results of Operations

(unaudited and in thousands)

for the three months ended June 30, 2012


	Value- Added Fund
REVENUE

Rental	$	4,544
Straight-line rent		589
Fair value lease revenue		185

Total revenue		5,318


EXPENSES
Operating		1,566


SUBTOTAL		3,752

Interest		894
Depreciation and amortization		1,797

SUBTOTAL		2,691


NET INCOME	$	752


BXP’s share of net income	$	292
Basis differential (6)		72


Income from Value-Added Fund	$	364
BXP’s share of depreciation & amortization		583

BXP’s share of Funds from Operations (FFO)	$	947



The Company’s Equity in the Value-Added Fund	$	17,756

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

(2)	Represents the Company’s share.

(3)

The mortgage bears interest at a fixed rate of 5.69% per annum and matures on January 1, 2016. In addition, the Company agreed to lend up to $2.3 million to the Value-Added Fund, of which approximately $0.4 million is outstanding through June 30, 2012. The loan from the Company bears interest at a fixed rate of 10.0% per annum and matures on December 15, 2012. The loan from the Company is included in the Company’s investment in the Value-Added Fund. See page 17.

(4)

The mortgage bears interest at a variable rate of LIBOR plus 2.00% and matures on May 31, 2014. In conjunction with the mortgage loan, the Company agreed to lend up to $12.0 million to the Value-Added Fund, of which approximately $8.0 million is outstanding through June 30, 2012. The loan from the Company bears interest at a fixed rate of 10.0% per annum and matures on May 31, 2014. The loan from the Company is included in the Company’s investment in the Value-Added Fund. See page 17.

(5)

The mortgage bears interest at a variable rate of LIBOR plus 2.50% and matures on November 22, 2014. In conjunction with the mortgage loan modification, the Company agreed to lend up to $6.0 million to the Value-Added Fund, of which approximately $4.0 million is outstanding through June 30, 2012. The loan from the Company bears interest at a fixed rate of 10.0% per annum and matures on November 22, 2014. The loan from the Company is included in the Company’s investment in the Value-Added Fund. See page 17.

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

Boston Properties, Inc.

Second Quarter 2012

PORTFOLIO OVERVIEW

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

for the Quarter Ended June 30, 2012 (1) (2)


Geographic Area	Square Feet Office (3)			% of NOI Office (4)			Square Feet Office/ Technical			% of NOI Office/ Technical (4)			Square Feet Total (3)			Square Feet % of Total			% of NOI Residential (4)			% of NOI Hotel (4)			% of NOI Total (4)

Boston		13,149,119			28.3	%		392,530			1.2	%		13,541,649			34.0	%		0.2	%		1.0	%		30.7	%

New York		8,673,415	(5)		36.4	%		—			—			8,673,415	(5)		21.7	%		—			—			36.4	%

Princeton		2,457,992			2.3	%		—			—			2,457,992			6.2	%		—			—			2.3	%

San Francisco		5,122,393			9.4	%		29,620			0.0	%		5,152,013			12.9	%		—			—			9.4	%

Washington, DC		9,308,932	(6)		19.8	%		756,325			0.9	%		10,065,257	(6)		25.2	%		0.5	%		—			21.2	%


		38,711,851			96.2	%		1,178,475			2.1	%		39,890,326			100.0	%		0.7	%		1.0	%		100.0	%


% of Total		97.0	%					3.0	%					100.0	%

Percentage of Portfolio Net Operating Income of In-Service Properties by Location and Type of Property (2) (4)


Geographic Area	CBD			Suburban			Total

Boston		25.0	%		5.7	%		30.7	%
New York		36.4	%		—			36.4	%
Princeton		—			2.3	%		2.3	%
San Francisco		7.7	%		1.7	%		9.4	%
Washington, DC		9.6	%		11.6	%		21.2	%


Total		78.7	%		21.3	%		100.0	%

Structured Parking


	Number of Spaces		Square Feet

Total Structured Parking		44,703		15,154,232

Hotel Properties


Hotel Properties	Number of Rooms		Square Feet (7)

Cambridge Center Marriott, Cambridge, MA		433		334,660

Total Hotel Properties		433		334,660

Residential Properties


Residential Properties	Number of Units		Square Feet

Residences on The Avenue, Washington, DC		335		323,295	(8)
The Lofts at Atlantic Wharf, Boston, MA		86		86,584	(9)

Total Residential Properties		421		409,879

(1)	For disclosures relating to our definition of In-Service Properties, see page 51.

(2)	Portfolio Net Operating Income is a non-GAAP financial measure. For a quantitative reconciliation of Portfolio NOI to net income available to common shareholders, see page 43. For disclosures relating to our use of Portfolio NOI see page 51.

(3)	Includes approximately 1,900,000 square feet of retail space.

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

(5)	Includes 1,814,921 square feet at the General Motors Building, 585,316 square feet at 125 West 55th Street and 289,660 square feet at 540 Madison Avenue, each of which is 60% owned by the Company.

(6)

Includes 588,917 square feet at Metropolitan Square which is 51% owned by the Company, 408,965 square feet at Market Square North which is 50% owned by the Company, 539,229 square feet at 901 New York Avenue which is 25% owned by the Company, 321,943 square feet at 505 9th Street, N.W. which is 50% owned by the Company and 117,599 square feet at Annapolis Junction which is 50% owned by the Company.

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

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

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

Boston Properties, Inc.

Second Quarter 2012

In-Service Property Listing

as of June 30, 2012


	Sub Market	Number of Buildings	Square Feet		Leased %			Annualized Revenue Per Leased SF (1)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)
Boston
Office
John Hancock Tower	CBD Boston MA	1		1,721,633		97.4	%	$	51.55	Y	CBD
(2) 100 Federal Street	CBD Boston MA	1		1,264,420		93.4	%		47.39	N	CBD
800 Boylston Street - The Prudential Center	CBD Boston MA	1		1,228,651		98.0	%		49.67	N	CBD
111 Huntington Avenue - The Prudential Center	CBD Boston MA	1		857,975		96.9	%		57.32	N	CBD
(2) Atlantic Wharf Office	CBD Boston MA	1		797,877		91.9	%		57.32	N	CBD
101 Huntington Avenue - The Prudential Center	CBD Boston MA	1		505,389		100.0	%		41.01	N	CBD
The Shops at the Prudential Center	CBD Boston MA	1		500,914		99.7	%		74.88	N	CBD
Shaws Supermarket at the Prudential Center	CBD Boston MA	1		57,235		100.0	%		49.57	N	CBD
One Cambridge Center	East Cambridge MA	1		215,629		87.9	%		46.34	N	CBD
Three Cambridge Center	East Cambridge MA	1		109,358		100.0	%		34.33	N	CBD
Four Cambridge Center	East Cambridge MA	1		199,131		57.5	%		44.17	N	CBD
Five Cambridge Center	East Cambridge MA	1		240,480		100.0	%		49.26	N	CBD
Eight Cambridge Center	East Cambridge MA	1		177,226		100.0	%		41.38	N	CBD
Ten Cambridge Center	East Cambridge MA	1		152,664		100.0	%		44.40	N	CBD
Eleven Cambridge Center	East Cambridge MA	1		79,616		100.0	%		52.98	N	CBD
University Place	Mid-Cambridge MA	1		195,282		100.0	%		40.60	Y	CBD
Bay Colony Corporate Center	Route 128 Mass Turnpike MA	4		985,334		64.5	%		32.59	N	S
Reservoir Place	Route 128 Mass Turnpike MA	1		526,080		83.0	%		32.87	N	S
Reservoir Place North	Route 128 Mass Turnpike MA	1		73,258		100.0	%		29.34	N	S
140 Kendrick Street	Route 128 Mass Turnpike MA	3		380,987		100.0	%		30.42	Y	S
230 CityPoint	Route 128 Mass Turnpike MA	1		301,373		72.3	%		33.27	N	S
77 CityPoint	Route 128 Mass Turnpike MA	1		209,707		100.0	%		42.79	N	S
195 West Street	Route 128 Mass Turnpike MA	1		63,500		100.0	%		37.76	N	S
200 West Street	Route 128 Mass Turnpike MA	1		256,245		80.9	%		35.01	N	S
Weston Corporate Center	Route 128 Mass Turnpike MA	1		356,995		100.0	%		46.85	N	S
Waltham Weston Corporate Center	Route 128 Mass Turnpike MA	1		306,687		82.3	%		31.14	N	S
10 & 20 Burlington Mall Road	Route 128 Northwest MA	2		152,229		85.4	%		24.09	N	S
32 Hartwell Avenue	Route 128 Northwest MA	1		69,154		100.0	%		26.18	N	S
91 Hartwell Avenue	Route 128 Northwest MA	1		120,458		54.1	%		27.23	N	S
92 Hayden Avenue	Route 128 Northwest MA	1		31,100		100.0	%		36.06	N	S
100 Hayden Avenue	Route 128 Northwest MA	1		55,924		100.0	%		35.90	N	S
33 Hayden Avenue	Route 128 Northwest MA	1		80,128		43.7	%		37.25	N	S
Lexington Office Park	Route 128 Northwest MA	2		166,745		81.6	%		27.32	N	S
191 Spring Street	Route 128 Northwest MA	1		158,900		100.0	%		32.12	N	S
181 Spring Street	Route 128 Northwest MA	1		55,792		100.0	%		30.59	N	S
201 Spring Street	Route 128 Northwest MA	1		106,300		100.0	%		33.33	N	S
40 Shattuck Road	Route 128 Northwest MA	1		121,216		72.8	%		21.64	N	S
Quorum Office Park	Route 128 Northwest MA	2		267,527		82.5	%		16.39	N	S

		46		13,149,119		90.8	%	$	45.11

Office/Technical
Seven Cambridge Center	East Cambridge MA	1		231,028		100.0	%	$	86.83	N	CBD
Fourteen Cambridge Center	East Cambridge MA	1		67,362		100.0	%		24.78	N	CBD
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

		4		392,530		83.7	%	$	67.56


Total Boston:		50		13,541,649		90.6	%	$	45.71

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

(2)	Not included in Same Property analysis.

Boston Properties, Inc.

Second Quarter 2012

In-Service Property Listing (continued)

as of June 30, 2012


	Sub Market	Number of Buildings	Square Feet		Leased %			Annualized Revenue Per Leased SF (1)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)
New York
Office
599 Lexington Avenue	Park Avenue NY	1		1,045,128		97.9	%	$	81.69	Y	CBD
601 Lexington Avenue	Park Avenue NY	1		1,629,868		98.0	%		86.42	Y	CBD
399 Park Avenue	Park Avenue NY	1		1,707,106		98.9	%		81.64	N	CBD
Times Square Tower	Times Square NY	1		1,245,818		98.7	%		69.40	N	CBD
General Motors Building (60% ownership)	Plaza District NY	1		1,814,921		95.2	%		124.94	Y	CBD
(2) 510 Madison Avenue	Fifth/Madison Avenue NY	1		355,598		50.1	%		107.94	N	CBD
540 Madison Avenue (60% ownership)	Fifth/Madison Avenue NY	1		289,660		90.9	%		102.40	Y	CBD
125 West 55th Street (60% ownership)	Sixth/Rock Center NY	1		585,316		100.0	%		68.56	Y	CBD

	Total New York:	8		8,673,415		95.6	%	$	90.07


Princeton
Office
101 Carnegie Center	Princeton NJ	1		123,659		87.7	%	$	30.16	N	S
104 Carnegie Center	Princeton NJ	1		102,886		85.0	%		32.47	N	S
105 Carnegie Center	Princeton NJ	1		69,955		57.5	%		29.38	N	S
201 Carnegie Center	Princeton NJ	—		6,500		100.0	%		31.03	N	S
202 Carnegie Center	Princeton NJ	1		130,582		93.4	%		34.26	N	S
206 Carnegie Center	Princeton NJ	1		161,763		100.0	%		34.16	N	S
210 Carnegie Center	Princeton NJ	1		162,372		94.4	%		37.87	N	S
211 Carnegie Center	Princeton NJ	1		47,025		100.0	%		32.51	N	S
212 Carnegie Center	Princeton NJ	1		150,395		58.4	%		34.21	N	S
214 Carnegie Center	Princeton NJ	1		150,774		65.1	%		31.19	N	S
302 Carnegie Center	Princeton NJ	1		64,926		65.1	%		40.17	N	S
502 Carnegie Center	Princeton NJ	1		122,460		80.6	%		34.96	N	S
504 Carnegie Center	Princeton NJ	1		121,990		100.0	%		30.77	N	S
506 Carnegie Center	Princeton NJ	1		145,213		74.8	%		32.08	N	S
508 Carnegie Center	Princeton NJ	1		128,684		23.7	%		32.34	N	S
510 Carnegie Center	Princeton NJ	1		234,160		100.0	%		30.23	N	S
701 Carnegie Center	Princeton NJ	1		120,000		100.0	%		36.54	N	S

		16		2,043,344		81.7	%	$	33.19


One Tower Center	East Brunswick NJ	1		414,648		47.2	%	$	33.73	N	S

		1		414,648		47.2	%	$	33.73


Total Princeton:		17		2,457,992		75.8	%	$	33.25


San Francisco
Office
Embarcadero Center One	CBD San Francisco CA	1		833,724		97.0	%	$	45.58	N	CBD
Embarcadero Center Two	CBD San Francisco CA	1		779,768		98.3	%		51.61	N	CBD
Embarcadero Center Three	CBD San Francisco CA	1		775,086		98.7	%		43.80	N	CBD
Embarcadero Center Four	CBD San Francisco CA	1		936,850		90.6	%		53.61	Y	CBD

		4		3,325,428		95.9	%	$	48.70


611 Gateway	South San Francisco CA	1		257,664		81.0	%	$	34.45	N	S
601 and 651 Gateway	South San Francisco CA	2		506,224		97.6	%		34.35	N	S
303 Almaden	San Jose CA	1		158,499		91.5	%		37.03	N	CBD
(3) North First Business Park	San Jose CA	5		190,636		75.8	%		14.84	N	S
3200 Zanker Road	San Jose CA	4		543,900		49.9	%		14.70	N	S
(2) 2440 West El Camino Real	Mountain View CA	1		140,042		100.0	%		47.99	N	S

		14		1,796,965		78.1	%	$	30.18

Office/Technical
(2) 453 Ravendale Avenue	Mountain View CA	1		29,620		100.0	%	$	16.95	N	S

		1		29,620		100.0	%	$	16.95


Total San Francisco:		19		5,152,013		89.7	%	$	42.87

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

(2)	Not included in Same Property analysis.

(3)	Property held for redevelopment.

Boston Properties, Inc.

Second Quarter 2012

In-Service Property Listing (continued)

as of June 30, 2012


	Sub Market	Number of Buildings	Square Feet	Leased %			Annualized Revenue Per Leased SF (1)	Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)

Washington, DC
Office
Capital Gallery	Southwest Washington DC	1	629,025	88.8	%	$	52.42	N	CBD
500 E Street, S. W.	Southwest Washington DC	1	248,336	100.0	%		45.14	N	CBD
Metropolitan Square (51% ownership)	East End Washington DC	1	588,917	99.8	%		54.04	Y	CBD
1301 New York Avenue	East End Washington DC	1	188,357	100.0	%		46.70	N	CBD
Market Square North (50% ownership)	East End Washington DC	1	408,965	83.9	%		59.64	Y	CBD
505 9th Street, N.W. (50% ownership)	East End Washington DC	1	321,943	100.0	%		66.34	Y	CBD
901 New York Avenue (25% ownership)	East End Washington DC	1	539,229	99.8	%		61.51	Y	CBD
(3) 601 Massachusetts Avenue (formerly 635 Massachusetts Avenue)	East End Washington DC	1	211,000	100.0	%		28.31	N	CBD
(2) 2200 Pennsylvania Avenue	CBD Washington DC	1	458,831	94.5	%		71.89	N	CBD
1333 New Hampshire Avenue	CBD Washington DC	1	315,371	100.0	%		50.16	N	CBD
1330 Connecticut Avenue	CBD Washington DC	1	252,136	100.0	%		58.97	N	CBD
Sumner Square	CBD Washington DC	1	208,892	100.0	%		45.81	Y	CBD
Annapolis Junction (50% ownership)	Anne Arundel County MD	1	117,599	95.4	%		144.61	Y	S
One Preserve Parkway	Montgomery County MD	1	183,734	90.0	%		35.92	N	S
2600 Tower Oaks Boulevard	Montgomery County MD	1	178,865	66.5	%		36.61	N	S
Wisconsin Place Office	Montgomery County MD	1	299,186	99.0	%		50.07	N	S
Democracy Tower	Fairfax County VA	1	235,436	100.0	%		50.93	N	S
Kingstowne One	Fairfax County VA	1	151,195	83.5	%		37.80	Y	S
Kingstowne Two	Fairfax County VA	1	156,251	94.7	%		39.66	Y	S
Kingstowne Retail	Fairfax County VA	1	88,288	100.0	%		33.05	Y	S
One Freedom Square	Fairfax County VA	1	433,816	79.3	%		43.70	N	S
Two Freedom Square	Fairfax County VA	1	421,142	100.0	%		44.43	N	S
One Reston Overlook	Fairfax County VA	1	319,541	99.0	%		33.23	N	S
Two Reston Overlook	Fairfax County VA	1	134,615	100.0	%		32.97	N	S
One and Two Discovery Square	Fairfax County VA	2	366,990	95.6	%		39.67	N	S
New Dominion Technology Park - Building One	Fairfax County VA	1	235,201	100.0	%		33.40	Y	S
New Dominion Technology Park - Building Two	Fairfax County VA	1	257,400	100.0	%		39.07	Y	S
Reston Corporate Center	Fairfax County VA	2	261,046	100.0	%		36.36	N	S
South of Market	Fairfax County VA	3	647,670	100.0	%		48.56	N	S
(2) One Patriots Park (formerly 12310 Sunrise Valley)	Fairfax County VA	1	267,531	100.0	%		33.50	N	S
Three Patriots Park (formerly 12290 Sunrise Valley)	Fairfax County VA	1	182,424	0.0	%		—	N	S

		35	9,308,932	93.8	%	$	49.26

Office/Technical
(3) 6601 Springfield Center Drive	Fairfax County VA	1	26,388	100.0	%	$	10.81	N	S
7435 Boston Boulevard	Fairfax County VA	1	103,557	100.0	%		21.21	N	S
7451 Boston Boulevard	Fairfax County VA	1	47,001	100.0	%		23.43	N	S
7450 Boston Boulevard	Fairfax County VA	1	62,402	100.0	%		20.48	N	S
7374 Boston Boulevard	Fairfax County VA	1	57,321	100.0	%		17.45	N	S
8000 Grainger Court	Fairfax County VA	1	88,775	100.0	%		20.47	N	S
7500 Boston Boulevard	Fairfax County VA	1	79,971	100.0	%		15.97	N	S
7501 Boston Boulevard	Fairfax County VA	1	75,756	100.0	%		25.35	N	S
7601 Boston Boulevard	Fairfax County VA	1	103,750	100.0	%		14.44	N	S
7375 Boston Boulevard	Fairfax County VA	1	26,865	100.0	%		23.12	N	S
8000 Corporate Court	Fairfax County VA	1	52,539	100.0	%		20.55	N	S
7300 Boston Boulevard	Fairfax County VA	1	32,000	100.0	%		29.08	N	S

		12	756,325	100.0	%	$	19.83


Total Washington, DC:		47	10,065,257	94.3	%	$	46.91


Total In-Service Properties:		141	39,890,326	91.6	%	$	55.09

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

(2)	Not included in Same Property analysis.

(3)	Property held for redevelopment.

Boston Properties, Inc.

Second Quarter 2012

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION

TOP 20 TENANTS BY SQUARE FEET LEASED


Tenant	Sq. Ft.			% of Portfolio

1 US Government		2,181,407	(1)		5.47	%
2 Citibank		1,046,768	(2)		2.62	%
3 Bank of America		887,476	(3)		2.22	%
4 Wellington Management		707,568			1.77	%
5 Kirkland & Ellis		639,683	(4)		1.60	%
6 Biogen Idec		577,021			1.45	%
7 Genentech		568,097			1.42	%
8 Ropes & Gray		528,931			1.33	%
9 O’Melveny & Myers		511,659			1.28	%
10 Weil Gotshal Manges		490,065	(5)		1.23	%
11 Shearman & Sterling		472,808			1.19	%
12 Microsoft		459,416			1.15	%
13 Manufactures Investment (ManuLife)		442,567			1.11	%
14 State Street Bank and Trust		408,552			1.02	%
15 Parametric Technology		380,987			0.96	%
16 Finnegan Henderson Farabow		362,405	(6)		0.91	%
17 Ann Inc. (fka Ann Taylor Corp.)		351,026			0.88	%
18 Lockheed Martin		316,918			0.79	%
19 Mass Financial Services		301,668			0.76	%
20 Bingham McCutchen		301,385			0.76	%

Total % of Portfolio Square Feet					29.92	%
Total % of Portfolio Revenue					31.94	%

Notable Signed Deals (7)


Tenant	Property	Sq. Ft.
Defense Intelligence Agency (US Government)	Two Patriots Park		256,000
Morrison & Foerster	250 West 55th Street		205,000
Biogen Idec	Seventeen Cambridge Center		195,000
McDermott Will & Emery	500 North Capitol Street, N.W. (8)		173,000

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

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

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

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

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

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

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

(8)	All space is in a property in which Boston Properties has a 30% interest.

TENANT DIVERSIFICATION (GROSS RENT) *

LOGO

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

Boston Properties, Inc.

Second Quarter 2012

IN-SERVICE OFFICE PROPERTIES

Lease Expirations (1) (2) (3)


Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Current Annualized Revenues Under Expiring Leases p.s.f.		Annualized Revenues Under Expiring Leases with future step-ups		Annualized Revenues Under Expiring Leases with future step-ups - p.s.f.		Percentage of Total Square Feet



2012		850,548	$	42,977,422	$	50.53	$	43,095,651	$	50.67		2.30	%
2013		1,748,554		76,498,483		43.75		76,890,680		43.97		4.74	%
2014		3,620,031		156,414,090		43.21		164,949,149		45.57		9.81	%
2015		2,731,403		130,186,029		47.66		134,596,573		49.28		7.40	%
2016		2,768,489		124,679,363		45.04		129,437,915		46.75		7.50	%
2017		3,674,329		231,656,784		63.05		246,093,359		66.98		9.96	%
2018		946,778		65,007,902		68.66		70,229,034		74.18		2.57	%
2019		3,086,298		177,165,386		57.40		190,828,460		61.83		8.36	%
2020		3,115,439		187,908,415		60.32		206,320,944		66.23		8.44	%
2021		2,305,318		128,760,536		55.85		155,182,837		67.32		6.25	%
Thereafter		8,580,540		503,056,571		58.63		591,640,996		68.95		23.25	%

Occupancy By Location (4)


	CBD						Suburban						Total
Location	30-Jun-12			30-Jun-11			30-Jun-12			30-Jun-11			30-Jun-12			30-Jun-11

Boston		95.7	%		95.3	%		82.3	%		83.5	%		90.8	%		90.1	%
New York		95.6	%		96.5	%		n/a			n/a			95.6	%		96.5	%
Princeton		n/a			n/a			75.8	%		79.9	%		75.8	%		79.9	%
San Francisco		95.7	%		92.6	%		76.8	%		78.2	%		89.7	%		88.3	%
Washington, DC		96.2	%		97.7	%		91.7	%		94.0	%		93.8	%		95.6	%

Total Portfolio		95.8	%		95.8	%		83.8	%		86.3	%		91.5	%		92.1	%

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

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

(4)	Includes approximately 1,900,000 square feet of retail space.

Boston Properties, Inc.

Second Quarter 2012

IN-SERVICE OFFICE/TECHNICAL PROPERTIES

Lease Expirations (1) (2) (3)


Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Current Annualized Revenues Under Expiring Leases p.s.f.		Annualized Revenues Under Expiring Leases with future step-ups		Annualized Revenues Under Expiring Leases with future step-ups - p.s.f.		Percentage of Total Square Feet

2012		200,937	$	3,671,796	$	18.27	$	3,698,583	$	18.41		17.05	%
2013		12,399		245,277		19.78		247,377		19.95		1.05	%
2014		302,782		6,128,808		20.24		6,246,372		20.63		25.69	%
2015		174,624		4,176,213		23.92		4,231,371		24.23		14.82	%
2016		258,932		20,383,536		78.72		20,455,848		79.00		21.97	%
2017		13,408		262,797		19.60		289,345		21.58		1.14	%
2018		—		—		—		—		—		0.00	%
2019		—		—		—		—		—		0.00	%
2020		79,971		1,277,315		15.97		1,277,315		15.97		6.79	%
2021		57,321		1,000,494		17.45		1,000,494		17.45		4.86	%
Thereafter		—		—		—		—		—		0.00	%

Occupancy By Location


	CBD						Suburban						Total
Location	30-Jun-12			30-Jun-11			30-Jun-12			30-Jun-11			30-Jun-12			30-Jun-11

Boston		100.0	%		100.0	%		31.9	%		61.8	%		83.7	%		75.4	%
New York		n/a			n/a			n/a			n/a			n/a			n/a
Princeton		n/a			n/a			n/a			n/a			n/a			n/a
San Francisco		n/a			n/a			100.0	%		n/a			100.0	%		n/a
Washington, DC		n/a			n/a			100.0	%		100.0	%		100.0	%		100.0	%

Total Portfolio		100.0	%		100.0	%		92.7	%		84.1	%		94.6	%		87.1	%

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

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

Boston Properties, Inc.

Second Quarter 2012

IN-SERVICE RETAIL PROPERTIES

Lease Expirations (1) (2) (3)


Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Current Annualized Revenues Under Expiring Leases p.s.f.		Annualized Revenues Under Expiring Leases with future step- ups		Annualized Revenues Under Expiring Leases with future step-ups - p.s.f.		Percentage of Total Square Feet
2012		60,120	$	2,576,808	$	42.86	$	2,625,595	$	43.67		3.32	%
2013		85,808		7,859,025		91.59		7,851,879		91.51		4.74	%
2014		61,245		5,934,760		96.90		6,038,005		98.59		3.38	%
2015		98,905		10,718,607		108.37		10,773,464		108.93		5.46	%
2016		173,993		27,434,914		157.68		28,444,952		163.48		9.61	%
2017		166,790		22,595,466		135.47		23,077,137		138.36		9.21	%
2018		231,475		10,608,716		45.83		11,055,090		47.76		12.79	%
2019		55,478		4,251,674		76.64		4,683,174		84.41		3.06	%
2020		128,692		5,375,418		41.77		8,065,479		62.67		7.11	%
2021		115,835		6,672,480		57.60		7,987,521		68.96		6.40	%
Thereafter		631,729		39,198,743		62.05		48,289,448		76.44		34.90	%

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

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

Boston Properties, Inc.

Second Quarter 2012

GRAND TOTAL OF ALL

IN-SERVICE PROPERTIES

Lease Expirations (1) (2) (3)


Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Current Annualized Revenues Under Expiring Leases p.s.f.		Annualized Revenues Under Expiring Leases with future step-ups		Annualized Revenues Under Expiring Leases with future step-ups - p.s.f.		Percentage of Total Square Feet

2012		1,111,605	$	49,226,025	$	44.28	$	49,419,829	$	44.46		2.79	%
2013		1,846,761		84,602,785		45.81		84,989,936		46.02		4.63	%
2014		3,984,058		168,477,658		42.29		177,233,526		44.49		9.99	%
2015		3,004,932		145,080,850		48.28		149,601,408		49.79		7.53	%
2016		3,201,414		172,497,813		53.88		178,338,715		55.71		8.03	%
2017		3,854,527		254,515,048		66.03		269,459,841		69.91		9.66	%
2018		1,178,253		75,616,618		64.18		81,284,124		68.99		2.95	%
2019		3,141,776		181,417,059		57.74		195,511,634		62.23		7.88	%
2020		3,324,102		194,561,148		58.53		215,663,738		64.88		8.33	%
2021		2,478,474		136,433,510		55.05		164,170,851		66.24		6.21	%
Thereafter		9,212,269		542,255,314		58.86		639,930,444		69.47		23.09	%

Occupancy By Location


	CBD						Suburban						Total
Location	30-Jun-12			30-Jun-11			30-Jun-12			30-Jun-11			30-Jun-12			30-Jun-11

Boston		95.9	%		95.5	%		81.3	%		81.4	%		90.6	%		89.1	%
New York		95.6	%		96.5	%		n/a			n/a			95.6	%		96.5	%
Princeton		n/a			n/a			75.8	%		79.9	%		75.8	%		79.9	%
San Francisco		95.7	%		92.6	%		77.2	%		78.2	%		89.7	%		88.3	%
Washington, DC		96.2	%		97.7	%		92.8	%		94.8	%		94.3	%		95.9	%

Total Portfolio		95.8	%		95.8	%		84.4	%		86.1	%		91.6	%		91.9	%

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

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

Boston Properties, Inc.

Second Quarter 2012

IN-SERVICE BOSTON REGION PROPERTIES

Lease Expirations - Boston Region (1) (2) (3)


	OFFICE										OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2012		351,778	$	13,614,325	$	38.70	$	13,614,325	$	38.70		30,000	$	457,500	$	15.25	$	457,500	$	15.25
2013		667,508		27,930,541		41.84		28,005,423		41.96		—		—		—		—		—
2014		1,202,546		47,776,644		39.73		48,111,569		40.01		67,362		1,669,479		24.78		1,669,479		24.78
2015		1,197,727		51,425,946		42.94		52,808,966		44.09		—		—		—		—		—
2016		890,042		34,105,039		38.32		35,702,518		40.11		225,532		19,663,962		87.19		19,663,962		87.19
2017		646,142		24,528,711		37.96		27,292,657		42.24		—		—		—		—		—
2018		229,564		10,827,697		47.17		11,825,090		51.51		—		—		—		—		—
2019		924,245		40,604,184		43.93		43,550,776		47.12		—		—		—		—		—
2020		226,087		10,534,701		46.60		11,317,913		50.06		—		—		—		—		—
2021		675,974		22,908,924		33.89		25,137,793		37.19		—		—		—		—		—
Thereafter		3,991,916		200,268,248		50.17		237,414,814		59.47		—		—		—		—		—


	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
2012		5,785	$	1,141,891	$	197.39	$	1,183,891	$	204.65	(4)		387,563	$	15,213,716	$	39.25	$	15,255,716	$	39.36
2013		32,745		4,764,882		145.51		4,725,490		144.31			700,253		32,695,423		46.69		32,730,912		46.74
2014		23,258		2,977,811		128.03		2,994,050		128.73			1,293,166		52,423,934		40.54		52,775,098		40.81
2015		32,319		4,938,632		152.81		4,895,927		151.49			1,230,046		56,364,578		45.82		57,704,894		46.91
2016		17,313		2,231,136		128.87		2,302,941		133.02			1,132,887		56,000,137		49.43		57,669,421		50.90	(5)
2017		46,956		2,829,502		60.26		2,985,109		63.57			693,098		27,358,213		39.47		30,277,766		43.68
2018		173,845		7,528,244		43.30		7,693,109		44.25			403,409		18,355,941		45.50		19,518,199		48.38
2019		16,026		2,249,196		140.35		2,429,580		151.60			940,271		42,853,380		45.58		45,980,355		48.90
2020		92,818		3,788,146		40.81		6,014,313		64.80			318,905		14,322,847		44.91		17,332,226		54.35
2021		37,719		2,229,322		59.10		2,611,824		69.24			713,693		25,138,246		35.22		27,749,618		38.88
Thereafter		325,882		15,686,975		48.14		17,817,773		54.68			4,317,798		215,955,223		50.02		255,232,587		59.11

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

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

(4)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $63.61 per square foot and $63.61 per square foot, respectively, in 2012.

(5)	Includes 225,532 square feet of research/laboratory space. Excluding the research/laboratory space, current and future expiring rents would be $39.85 per square foot and $41.70 per square foot, respectively, in 2016.

Boston Properties, Inc.

Second Quarter 2012

IN-SERVICE BOSTON REGION PROPERTIES

Quarterly Lease Expirations - Boston Region (1) (2) (3)


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

Q1 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		60,062		2,373,962		39.53		2,373,962		39.53	(4)		—		—		—		—		—
Q3 2012		91,806		3,070,860		33.45		3,070,860		33.45			30,000		457,500		15.25		457,500		15.25
Q4 2012		199,910		8,169,503		40.87		8,169,503		40.87			—		—		—		—		—

Total 2012		351,778	$	13,614,325	$	38.70	$	13,614,325	$	38.70			30,000	$	457,500.00	$	15.25	$	457,500.00	$	15.25


Q1 2013		107,452	$	3,119,579	$	29.03	$	3,119,579	$	29.03			—	$	—	$	—	$	—	$	—
Q2 2013		195,087		8,290,974		42.50		8,313,220		42.61			—		—		—		—		—
Q3 2013		122,226		4,956,793		40.55		4,993,919		40.86			—		—		—		—		—
Q4 2013		242,743		11,563,195		47.64		11,578,704		47.70			—		—		—		—		—

Total 2013		667,508	$	27,930,541	$	41.84	$	28,005,423	$	41.96			—	$	—	$	—	$	—	$	—


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

Q1 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		2,876		12,930		4.50		12,930		4.50	(4)		62,938		2,386,892		37.92		2,386,892		37.92	(4)
Q3 2012		10		575,600		57,559.97		575,600		57,559.97			121,816		4,103,960		33.69		4,103,960		33.69
Q4 2012		2,899		553,361		190.88		595,361		205.37			202,809		8,722,864		43.01		8,764,864		43.22

Total 2012		5,785	$	1,141,891	$	197.39	$	1,183,891	$	204.65	(5)		387,563	$	15,213,716	$	39.25	$	15,255,716	$	39.36


Q1 2013		14,366	$	2,414,010	$	168.04	$	2,385,210	$	166.03			121,818	$	5,533,589	$	45.43	$	5,504,789	$	45.19
Q2 2013		5,489		352,936		64.30		338,944		61.75			200,576		8,643,910		43.10		8,652,164		43.14
Q3 2013		52		109,920		2,113.85		109,920		2,113.85			122,278		5,066,713		41.44		5,103,839		41.74
Q4 2013		12,838		1,888,015		147.06		1,891,415		147.33			255,581		13,451,210		52.63		13,470,120		52.70

Total 2013		32,745	$	4,764,882	$	145.51	$	4,725,490	$	144.31			700,253	$	32,695,423	$	46.69	$	32,730,912	$	46.74

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

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

(4)	Represents leases that were occupied as of and expired on 6/30/2012.

(5)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $39.85 per square foot and $41.70 per square foot, respectively, in 2012.

Boston Properties, Inc.

Second Quarter 2012

IN-SERVICE NEW YORK REGION PROPERTIES

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


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

2012		170,006	$	14,593,218	$	85.84	$	14,948,503	$	87.93		—	$	—	$	—	$	—	$	—
2013		40,110		3,402,492		84.83		3,402,492		84.83		—		—		—		—		—
2014		185,844		21,306,171		114.65		21,680,565		116.66		—		—		—		—		—
2015		221,038		23,007,455		104.09		22,978,396		103.96		—		—		—		—		—
2016		227,501		21,418,464		94.15		21,786,217		95.76		—		—		—		—		—
2017		1,414,086		129,619,637		91.66		136,881,758		96.80		—		—		—		—		—
2018		261,509		30,919,169		118.23		32,205,991		123.15		—		—		—		—		—
2019		1,012,279		84,307,646		83.28		89,904,881		88.81		—		—		—		—		—
2020		1,342,413		102,168,364		76.11		111,307,421		82.92		—		—		—		—		—
2021		495,664		50,243,545		101.37		62,835,216		126.77		—		—		—		—		—
Thereafter		2,566,381		201,661,598		78.58		230,932,356		89.98		—		—		—		—		—

	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

2012		1,312	$	127,622	$	97.27	$	128,410	$	97.87		171,318	$	14,720,840	$	85.93	$	15,076,913	$	88.01
2013		1,682		182,508		108.51		187,195		111.29		41,792		3,585,000		85.78		3,589,687		85.89
2014		11,868		1,477,175		124.47		1,531,608		129.05		197,712		22,783,346		115.24		23,212,172		117.40
2015		3,000		2,347,146		782.38		2,347,146		782.38		224,038		25,354,601		113.17		25,325,542		113.04
2016		98,808		22,332,603		226.02		23,183,625		234.63		326,309		43,751,067		134.08		44,969,842		137.81
2017		78,027		17,562,508		225.08		17,760,231		227.62		1,492,113		147,182,145		98.64		154,641,988		103.64
2018		—		—		—		—		—		261,509		30,919,169		118.23		32,205,991		123.15
2019		3,877		362,375		93.47		438,396		113.08		1,016,156		84,670,021		83.32		90,343,276		88.91
2020		4,928		234,636		47.61		549,771		111.56		1,347,341		102,403,000		76.00		111,857,192		83.02
2021		2,056		240,679		117.06		308,064		149.84		497,720		50,484,224		101.43		63,143,279		126.87
Thereafter		124,013		16,028,806		129.25		20,455,031		164.94		2,690,394		217,690,404		80.91		251,387,387		93.44

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

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

Boston Properties, Inc.

Second Quarter 2012

IN-SERVICE NEW YORK REGION PROPERTIES

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


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

Q1 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		38,647		2,090,811		54.10		2,090,811		54.10	(4)		—		—		—		—		—
Q3 2012		116,533		11,230,257		96.37		11,585,542		99.42			—		—		—		—		—
Q4 2012		14,826		1,272,150		85.81		1,272,150		85.81			—		—		—		—		—

Total 2012		170,006	$	14,593,218	$	85.84	$	14,948,503	$	87.93			—	$	—	$	—	$	—	$	—


Q1 2013		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2013		12,202		1,103,466		90.43		1,103,466		90.43			—		—		—		—		—
Q3 2013		17,809		1,487,936		83.55		1,487,936		83.55			—		—		—		—		—
Q4 2013		10,099		811,090		80.31		811,090		80.31			—		—		—		—		—

Total 2013		40,110	$	3,402,492	$	84.83	$	3,402,492	$	84.83			—	$	—	$	—	$	—	$	—


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

Q1 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			38,647		2,090,811		54.10		2,090,811		54.10	(4)
Q3 2012		350		25,096		71.70		25,096		71.70			116,883		11,255,353		96.30		11,610,638		99.34
Q4 2012		962		102,526		106.58		103,314		107.39			15,788		1,374,676		87.07		1,375,464		87.12

Total 2012		1,312	$	127,622	$	97.27	$	128,410	$	97.87			171,318	$	14,720,840	$	85.93	$	15,076,913	$	88.01


Q1 2013		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2013		—		—		—		—		—			12,202		1,103,466		90.43		1,103,466		90.43
Q3 2013		—		—		—		—		—			17,809		1,487,936		83.55		1,487,936		83.55
Q4 2013		1,682		182,508		108.51		187,195		111.29			11,781		993,598		84.34		998,285		84.74

Total 2013		1,682	$	182,508	$	108.51	$	187,195	$	111.29			41,792	$	3,585,000	$	85.78	$	3,589,687	$	85.89

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

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

(4)	Represents leases that were occupied as of and expired on 6/30/2012.

Boston Properties, Inc.

Second Quarter 2012

IN-SERVICE PRINCETON REGION PROPERTIES

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


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

2012		27,343	$	726,324	$	26.56	$	726,324	$	26.56		—	$	—	$	—	$	—	$	—
2013		237,798		7,954,089		33.45		7,971,348		33.52		—		—		—		—		—
2014		663,182		22,352,302		33.70		22,660,616		34.17		—		—		—		—		—
2015		181,579		5,965,775		32.85		6,114,306		33.67		—		—		—		—		—
2016		89,676		3,043,901		33.94		3,114,127		34.73		—		—		—		—		—
2017		188,950		6,411,490		33.93		6,687,365		35.39		—		—		—		—		—
2018		30,760		959,968		31.21		1,031,063		33.52		—		—		—		—		—
2019		195,526		6,391,348		32.69		6,736,574		34.45		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
2021		58,125		1,782,783		30.67		1,970,548		33.90		—		—		—		—		—
Thereafter		168,957		6,029,926		35.69		6,730,232		39.83		—		—		—		—		—

	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

2012		—	$	—	$	—	$	—	$	—		27,343	$	726,324	$	26.56	$	726,324	$	26.56
2013		—		—		—		—		—		237,798		7,954,089		33.45		7,971,348		33.52
2014		—		—		—		—		—		663,182		22,352,302		33.70		22,660,616		34.17
2015		—		—		—		—		—		181,579		5,965,775		32.85		6,114,306		33.67
2016		—		—		—		—		—		89,676		3,043,901		33.94		3,114,127		34.73
2017		—		—		—		—		—		188,950		6,411,490		33.93		6,687,365		35.39
2018		—		—		—		—		—		30,760		959,968		31.21		1,031,063		33.52
2019		—		—		—		—		—		195,526		6,391,348		32.69		6,736,574		34.45
2020		—		—		—		—		—		—		—		—		—		—
2021		—		—		—		—		—		58,125		1,782,783		30.67		1,970,548		33.90
Thereafter		—		—		—		—		—		168,957		6,029,926		35.69		6,730,232		39.83

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

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

Boston Properties, Inc.

Second Quarter 2012

IN-SERVICE PRINCETON REGION PROPERTIES

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



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

Q1 2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—		—		—		—		—		—
Q3 2012		23,154		589,218		25.45		589,218		25.45		—		—		—		—		—
Q4 2012		4,189		137,106		32.73		137,106		32.73		—		—		—		—		—

Total 2012		27,343	$	726,324	$	26.56	$	726,324	$	26.56		—	$	—	$	—	$	—	$	—


Q1 2013		69,530	$	2,628,445	$	37.80	$	2,628,445	$	37.80		—	$	—	$	—	$	—	$	—
Q2 2013		52,601		1,596,550		30.35		1,596,550		30.35		—		—		—		—		—
Q3 2013		8,244		257,079		31.18		263,766		31.99		—		—		—		—		—
Q4 2013		107,423		3,472,015		32.32		3,482,587		32.42		—		—		—		—		—

Total 2013		237,798	$	7,954,089	$	33.45	$	7,971,348	$	33.52		—	$	—	$	—	$	—	$	—


	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 2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—		—		—		—		—		—
Q3 2012		—		—		—		—		—		23,154		589,218		25.45		589,218		25.45
Q4 2012		—		—		—		—		—		4,189		137,106		32.73		137,106		32.73

Total 2012		—	$	—	$	—	$	—	$	—		27,343	$	726,324	$	26.56	$	726,324	$	26.56


Q1 2013		—	$	—	$	—	$	—	$	—		69,530	$	2,628,445	$	37.80	$	2,628,445	$	37.80
Q2 2013		—		—		—		—		—		52,601		1,596,550		30.35		1,596,550		30.35
Q3 2013		—		—		—		—		—		8,244		257,079		31.18		263,766		31.99
Q4 2013		—		—		—		—		—		107,423		3,472,015		32.32		3,482,587		32.42

Total 2013		—	$	—	$	—	$	—	$	—		237,798	$	7,954,089	$	33.45	$	7,971,348	$	33.52

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

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

Boston Properties, Inc.

Second Quarter 2012

IN-SERVICE SAN FRANCISCO REGION PROPERTIES

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


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

2012		101,250	$	4,854,390	$	47.94	$	4,605,730	$	45.49		8,900	$	150,624	$	16.92	$	150,624	$	16.92
2013		524,157		14,859,483		28.35		15,045,215		28.70		4,920		93,252		18.95		95,352		19.38
2014		523,326		21,852,254		41.76		22,391,760		42.79		7,400		111,000		15.00		119,880		16.20
2015		537,098		21,534,333		40.09		22,764,818		42.38		8,400		147,230		17.53		156,379		18.62
2016		1,090,483		46,733,685		42.86		47,633,998		43.68		—		—		—		—		—
2017		500,260		19,955,270		39.89		21,785,181		43.55		—		—		—		—		—
2018		82,979		5,019,485		60.49		5,463,539		65.84		—		—		—		—		—
2019		97,694		4,352,957		44.56		4,789,806		49.03		—		—		—		—		—
2020		469,990		27,187,819		57.85		29,099,131		61.91		—		—		—		—		—
2021		135,592		6,032,847		44.49		7,007,802		51.68		—		—		—		—		—
Thereafter		255,125		12,486,584		48.94		14,148,252		55.46		—		—		—		—		—

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

2012		51,319	$	1,197,644	$	23.34	$	1,203,644	$	23.45		161,469	$	6,202,658	$	38.41	$	5,959,998	$	36.91
2013		43,182		2,484,790		57.54		2,509,711		58.12		572,259		17,437,525		30.47		17,650,279		30.84
2014		14,066		813,155		57.81		822,115		58.45		544,792		22,776,409		41.81		23,333,755		42.83
2015		34,639		1,958,950		56.55		1,996,904		57.65		580,137		23,640,513		40.75		24,918,101		42.95
2016		31,596		1,540,394		48.75		1,582,674		50.09		1,122,079		48,274,080		43.02		49,216,672		43.86
2017		16,810		1,052,682		62.62		1,122,128		66.75		517,070		21,007,953		40.63		22,907,309		44.30
2018		16,919		853,717		50.46		903,536		53.40		99,898		5,873,202		58.79		6,367,075		63.74
2019		5,642		305,193		54.09		346,965		61.50		103,336		4,658,150		45.08		5,136,770		49.71
2020		13,451		467,743		34.77		509,112		37.85		483,441		27,655,562		57.21		29,608,243		61.24
2021		15,458		903,576		58.45		984,740		63.70		151,050		6,936,423		45.92		7,992,543		52.91
Thereafter		4,786		278,754		58.24		302,684		63.24		259,911		12,765,338		49.11		14,450,936		55.60

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

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

Boston Properties, Inc.

Second Quarter 2012

IN-SERVICE SAN FRANCISCO REGION PROPERTIES

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


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

Q1 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		8,300		448,864		54.08		448,864		54.08	(4)		—		—		—		—		—
Q3 2012		49,970		2,422,172		48.47		2,020,940		40.44			5,500		88,512		16.09		88,512		16.09
Q4 2012		42,980		1,983,355		46.15		2,135,927		49.70			3,400		62,112		18.27		62,112		18.27

Total 2012		101,250	$	4,854,390	$	47.94	$	4,605,730	$	45.49			8,900	$	150,624	$	16.92	$	150,624	$	16.92


Q1 2013		55,540	$	2,457,906	$	44.25	$	2,457,906	$	44.25			—	$	—	$	—	$	—	$	—
Q2 2013		25,345		890,574		35.14		884,126		34.88			—		—		—		—		—
Q3 2013		44,640		2,155,065		48.28		2,169,125		48.59			4,920		93,252		18.95		95,352		19.38
Q4 2013		398,632		9,355,938		23.47		9,534,058		23.92			—		—		—		—		—

Total 2013		524,157	$	14,859,483	$	28.35	$	15,045,215	$	28.70			4,920	$	93,252	$	18.95	$	95,352	$	19.38


	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 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		417		68,478		164.22		68,478		164.22	(4)		8,717		517,342		59.35		517,342		59.35	(4)
Q3 2012		7,133		401,733		56.32		401,733		56.32			62,603		2,912,416		46.52		2,511,184		40.11
Q4 2012		43,769		727,433		16.62		733,433		16.76			90,149		2,772,899		30.76		2,931,471		32.52

Total 2012		51,319	$	1,197,644	$	23.34	$	1,203,644	$	23.45			161,469	$	6,202,658	$	38.41	$	5,959,998	$	36.91


Q1 2013		15,543	$	850,968	$	54.75	$	850,968	$	54.75			71,083	$	3,308,874	$	46.55	$	3,308,874		46.55
Q2 2013		740		77,465		104.68		77,465		104.68			26,085		968,039		37.11		961,591		36.86
Q3 2013		12,345		695,023		56.30		695,023		56.30			61,905		2,943,339		47.55		2,959,500		47.81
Q4 2013		14,554		861,334		59.18		886,255		60.89			413,186		10,217,272		24.73		10,420,314		25.22

Total 2013		43,182	$	2,484,790	$	57.54	$	2,509,711	$	58.12			572,259	$	17,437,525	$	30.47	$	17,650,279	$	30.84

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

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

(4)	Represents leases that were occupied as of and expired on June 30, 2012.

Boston Properties, Inc.

Second Quarter 2012

IN-SERVICE WASHINGTON, DC REGION PROPERTIES

Lease Expirations - Washington, DC Region (1) (2) (3)


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

2012		200,171	$	9,189,165	$	45.91	$	9,200,769	$	45.96	(4)		162,037	$	3,063,672	$	18.91	$	3,090,459	$	19.07
2013		278,981		22,351,878		80.12		22,466,202		80.53	(4)		7,479		152,025		20.33		152,025		20.33
2014		1,045,133		43,126,720		41.26		50,104,640		47.94			228,020		4,348,329		19.07		4,457,013		19.55
2015		593,961		28,252,521		47.57		29,930,087		50.39			166,224		4,028,983		24.24		4,074,992		24.52
2016		470,787		19,378,274		41.16		21,201,055		45.03			33,400		719,574		21.54		791,886		23.71
2017		924,891		51,141,675		55.29		53,446,399		57.79			13,408		262,797		19.60		289,345		21.58
2018		341,966		17,281,583		50.54		19,703,351		57.62			—		—		—		—		—
2019		856,554		41,509,252		48.46		45,846,424		53.52			—		—		—		—		—
2020		1,076,949		48,017,531		44.59		54,596,480		50.70			79,971		1,277,315		15.97		1,277,315		15.97
2021		939,963		47,792,437		50.85		58,231,477		61.95			57,321		1,000,494		17.45		1,000,494		17.45
Thereafter		1,598,161		82,610,215		51.69		102,415,340		64.08			—		—		—		—		—

	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

2012		1,704	$	109,651	$	64.35	$	109,651	$	64.35			363,912	$	12,362,488	$	33.97	$	12,400,879	$	34.08
2013		8,199		426,845		52.06		429,482		52.38			294,659		22,930,748		77.82		23,047,710		78.22
2014		12,053		666,619		55.31		690,233		57.27			1,285,206		48,141,668		37.46		55,251,885		42.99
2015		28,947		1,473,879		50.92		1,533,486		52.98			789,132		33,755,383		42.78		35,538,565		45.04
2016		26,276		1,330,781		50.65		1,375,712		52.36			530,463		21,428,629		40.40		23,368,653		44.05
2017		24,997		1,150,775		46.04		1,209,669		48.39			963,296		52,555,246		54.56		54,945,412		57.04
2018		40,711		2,226,755		54.70		2,458,445		60.39			382,677		19,508,338		50.98		22,161,795		57.91
2019		29,933		1,334,909		44.60		1,468,235		49.05			886,487		42,844,161		48.33		47,314,659		53.37
2020		17,495		884,893		50.58		992,284		56.72			1,174,415		50,179,739		42.73		56,866,078		48.42
2021		60,602		3,298,903		54.44		4,082,893		67.37			1,057,886		52,091,833		49.24		63,314,863		59.85
Thereafter		177,048		7,204,207		40.69		9,713,960		54.87			1,775,209		89,814,423		50.59		112,129,301		63.16

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

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

(4)

Includes 109,351 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from 2012 and 2013, the current and future expiring rental rate would be $43.04 per square foot and $43.04 per square foot, respectively, for 2012 and $43.20 per square foot and $43.61 per square foot, respectively, for 2013.

Boston Properties, Inc.

Second Quarter 2012

IN-SERVICE WASHINGTON, DC REGION PROPERTIES

Quarterly Lease Expirations - Washington, DC Region (1) (2) (3)


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

Q1 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			16,568		165,907		10.01		165,907		10.01	(5)
Q3 2012		79,432		3,364,658		42.36		3,364,658		42.36			61,870		1,122,194		18.14		1,122,194		18.14
Q4 2012		120,739		5,824,507		48.24		5,836,111		48.34			83,599		1,775,571		21.24		1,802,358		21.56

Total 2012		200,171	$	9,189,165	$	45.91	$	9,200,769	$	45.96			162,037	$	3,063,672	$	18.91	$	3,090,459	$	19.07


Q1 2013		92,562	$	4,359,788	$	47.10	$	4,469,685	$	48.29			7,479	$	152,025	$	20.33	$	152,025	$	20.33
Q2 2013		119,037		12,539,064		105.34		12,544,846		105.39	(4)		—		—		—		—		—
Q3 2013		14,879		686,694		46.15		706,312		47.47			—		—		—		—		—
Q4 2013		52,503		4,766,332		90.78		4,745,359		90.38	(4)		—		—		—		—		—

Total 2013		278,981	$	22,351,878	$	80.12	$	22,466,202	$	80.53			7,479	$	152,025	$	20.33	$	152,025	$	20.33


	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 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			16,568		165,907		10.01		165,907		10.01	(5)
Q3 2012		—		—		—		—		—			141,302		4,486,852		31.75		4,486,852		31.75
Q4 2012		1,704		109,651		64.35		109,651		64.35			206,042		7,709,729		37.42		7,748,120		37.60

Total 2012		1,704	$	109,651	$	64.35	$	109,651	$	64.35			363,912	$	12,362,488	$	33.97	$	12,400,879	$	34.08


Q1 2013		—	$	—	$	—	$	—	$	—			100,041	$	4,511,813	$	45.10	$	4,621,710	$	46.20
Q2 2013		8,199		426,845		52.06		429,482		52.38			127,236		12,965,909		101.90		12,974,328		101.97
Q3 2013		—		—		—		—		—			14,879		686,694		46.15		706,312		47.47
Q4 2013		—		—		—		—		—			52,503		4,766,332		90.78		4,745,359		90.38

Total 2013		8,199	$	426,845	$	52.06	$	429,482	$	52.38			294,659	$	22,930,748	$	77.82	$	23,047,710	$	78.22

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

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

(4)

Includes 104,434 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from Q2 and Q4 2013, the current and future expiring rental rate would be $47.75 per square foot and $45.80 per square foot, respectively, for Q2 2013 and $46.21 per square foot and $44.56 per square foot, respectively, for Q4 2013.

(5)	Represents leases that were occupied as of and expired on June 30, 2012.

Boston Properties, Inc.

Second Quarter 2012

CBD PROPERTIES

Lease Expirations (1) (2) (3)


	Boston											San Francisco
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot

2012		77,921	$	5,268,200	$	67.61	$	5,310,200	$	68.15	(4)		142,946	$	5,642,113	$	39.47	$	5,392,925	$	37.73
2013		342,738		21,180,653		61.80		21,142,727		61.69			237,611		11,669,438		49.11		11,768,113		49.53
2014		1,031,878		44,147,831		42.78		44,333,103		42.96			311,604		14,131,418		45.35		14,475,833		46.46
2015		680,458		39,453,099		57.98		39,740,625		58.40			308,719		14,412,614		46.69		14,988,493		48.55
2016		554,067		36,621,489		66.10		37,121,177		67.00	(5)		974,692		44,316,134		45.47		44,921,205		46.09
2017		239,534		14,015,905		58.51		15,735,461		65.69			250,912		12,087,518		48.17		12,611,070		50.26
2018		317,593		15,857,886		49.93		16,539,691		52.08			99,898		5,873,202		58.79		6,367,075		63.74
2019		636,431		30,667,984		48.19		32,679,476		51.35			103,336		4,658,150		45.08		5,136,770		49.71
2020		318,905		14,322,847		44.91		17,332,226		54.35			469,281		27,023,456		57.58		28,864,082		61.51
2021		389,405		17,826,762		45.78		20,221,572		51.93			151,050		6,936,423		45.92		7,992,543		52.91
Thereafter		3,568,484		185,882,105		52.09		223,059,347		62.51			259,911		12,765,338		49.11		14,450,936		55.60

	New York											Washington, DC
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot

2012		171,318	$	14,720,840	$	85.93	$	15,076,913	$	88.01			82,696	$	3,474,309	$	42.01	$	3,474,309	$	42.01
2013		41,792		3,585,000		85.78		3,589,687		85.89			63,290		3,328,567		52.59		3,383,585		53.46
2014		197,712		22,783,346		115.24		23,212,172		117.40			626,277		26,075,124		41.64		32,352,071		51.66
2015		224,038		25,354,601		113.17		25,325,542		113.04			313,175		18,134,253		57.90		19,101,097		60.99
2016		326,309		43,751,067		134.08		44,969,842		137.81			63,655		3,227,422		50.70		3,462,095		54.39
2017		1,492,113		147,182,145		98.64		154,641,988		103.64			796,087		45,653,256		57.35		47,238,886		59.34
2018		261,509		30,919,169		118.23		32,205,991		123.15			90,197		5,811,385		64.43		6,440,575		71.41
2019		1,016,156		84,670,021		83.32		90,343,276		88.91			418,909		23,863,986		56.97		27,280,018		65.12
2020		1,347,341		102,403,000		76.00		111,857,192		83.02			429,090		21,392,402		49.86		24,930,684		58.10
2021		497,720		50,484,224		101.43		63,143,279		126.87			548,871		30,901,205		56.30		37,807,921		68.88
Thereafter		2,690,394		217,690,404		80.91		251,387,387		93.44			795,551		52,205,201		65.62		67,356,996		84.67

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

2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
2013		—		—		—		—		—			—		—		—		—		—
2014		—		—		—		—		—			—		—		—		—		—
2015		—		—		—		—		—			—		—		—		—		—
2016		—		—		—		—		—			—		—		—		—		—
2017		—		—		—		—		—			—		—		—		—		—
2018		—		—		—		—		—			—		—		—		—		—
2019		—		—		—		—		—			—		—		—		—		—
2020		—		—		—		—		—			—		—		—		—		—
2021		—		—		—		—		—			—		—		—		—		—
Thereafter		—		—		—		—		—			—		—		—		—		—

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

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

(4)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $57.68 per square foot and $57.68 per square foot, respectively, in 2012.

(5)	Includes 225,532 square feet of research/laboratory space. Excluding the research/laboratory space, current and future expiring rents would be $51.27 per square foot and $52.82 per square foot, respectively, in 2016.

Boston Properties, Inc.

Second Quarter 2012

SUBURBAN PROPERTIES

Lease Expirations (1) (2) (3)


	Boston										San Francisco
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot

2012		309,642	$	9,945,516	$	32.12	$	9,945,516	$	32.12		18,523	$	560,545	$	30.26	$	567,073	$	30.61
2013		357,515		11,514,770		32.21		11,588,186		32.41		334,648		5,768,087		17.24		5,882,166		17.58
2014		261,288		8,276,103		31.67		8,441,995		32.31		233,188		8,644,991		37.07		8,857,922		37.99
2015		549,588		16,911,479		30.77		17,964,268		32.69		271,418		9,227,899		34.00		9,929,607		36.58
2016		578,820		19,378,649		33.48		20,548,244		35.50		147,387		3,957,946		26.85		4,295,467		29.14
2017		453,564		13,342,308		29.42		14,542,306		32.06		266,158		8,920,435		33.52		10,296,239		38.68
2018		85,816		2,498,055		29.11		2,978,508		34.71		—		—		—		—		—
2019		303,840		12,185,396		40.10		13,300,879		43.78		—		—		—		—		—
2020		—		—		—		—		—		14,160		632,106		44.64		744,161		52.55
2021		324,288		7,311,484		22.55		7,528,046		23.21		—		—		—		—		—
Thereafter		749,314		30,073,119		40.13		32,173,241		42.94		—		—		—		—		—

	New York										Washington, DC
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot

2012		—	$	—	$	—	$	—	$	—		281,216	$	8,888,179	$	31.61	$	8,926,570	$	31.74
2013		—		—		—		—		—		231,369		19,602,181		84.72		19,664,125		84.99	(4)
2014		—		—		—		—		—		658,929		22,066,544		33.49		22,899,815		34.75
2015		—		—		—		—		—		475,957		15,621,130		32.82		16,437,468		34.54
2016		—		—		—		—		—		466,808		18,201,207		38.99		19,906,558		42.64
2017		—		—		—		—		—		167,209		6,901,990		41.28		7,706,526		46.09
2018		—		—		—		—		—		292,480		13,696,953		46.83		15,721,221		53.75
2019		—		—		—		—		—		467,578		18,980,175		40.59		20,034,641		42.85
2020		—		—		—		—		—		745,325		28,787,337		38.62		31,935,394		42.85
2021		—		—		—		—		—		509,015		21,190,628		41.63		25,506,942		50.11
Thereafter		—		—		—		—		—		979,658		37,609,222		38.39		44,772,305		45.70

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

2012		27,343	$	726,324	$	26.56	$	726,324	$	26.56		—	$	—	$	—	$	—	$	—
2013		237,798		7,954,089		33.45		7,971,348		33.52		—		—		—		—		—
2014		663,182		22,352,302		33.70		22,660,616		34.17		—		—		—		—		—
2015		181,579		5,965,775		32.85		6,114,306		33.67		—		—		—		—		—
2016		89,676		3,043,901		33.94		3,114,127		34.73		—		—		—		—		—
2017		188,950		6,411,490		33.93		6,687,365		35.39		—		—		—		—		—
2018		30,760		959,968		31.21		1,031,063		33.52		—		—		—		—		—
2019		195,526		6,391,348		32.69		6,736,574		34.45		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
2021		58,125		1,782,783		30.67		1,970,548		33.90		—		—		—		—		—
Thereafter		168,957		6,029,926		35.69		6,730,232		39.83		—		—		—		—		—

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include properties owned by the Value-Added Fund, residential units and hotel.

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

(4)	Includes 104,434 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space the current and future expiring rental rate would be $37.75 per square foot and $37.90 per square foot, respectively, for 2013.

Boston Properties, Inc.

Second Quarter 2012

HOTEL PERFORMANCE

Cambridge Center Marriott


	Second Quarter 2012			Second Quarter 2011			Percent Change			YTD 2012			YTD 2011			Percent Change

Occupancy		85.5	%		85.5	%		0.0	%		80.4	%		77.4	%		3.9	%
Average Daily Rate	$	242.69		$	223.11			8.8	%	$	214.57		$	201.17			6.7	%
Revenue per available room	$	207.43		$	190.78			8.7	%	$	172.51		$	155.61			10.9	%

RESIDENTIAL PERFORMANCE

Residences on The Avenue

located at 2221 I Street, NW, Washington, DC

Second
Quarter
2012

Second
Quarter
2011

Percent
Change

Average Rental Rate (1)

3,100

N/A

Average Rental Rate Per Occupied Square Foot (1)

3.80

N/A

Physical Occupancy (1) (2)

92.3

N/A

Economic Occupancy (2)

91.4

N/A

Net Operating Income (in thousands) (3)

1,816

N/A

The Lofts at Atlantic Wharf

Boston, MA

Second
Quarter
2012

Second
Quarter
2011

Percent
Change

Average Rental Rate (4)

3,696

N/A

Average Rental Rate Per Occupied Square Foot (4)

4.12

N/A

Physical Occupancy (4) (2)

95.4

N/A

Economic Occupancy (2)

93.2

N/A

Net Operating Income (in thousands) (5)

646

N/A

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

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

(3)	Includes 49,528 square feet of retail space, which had revenue of approximately $781,000 for the quarter ended June 30, 2012.

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

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

Boston Properties, Inc.

Second Quarter 2012

OCCUPANCY ANALYSIS

Same Property Occupancy⁽¹⁾ - By Location


	CBD						Suburban						Total
Location	30-Jun-12			30-Jun-11			30-Jun-12			30-Jun-11			30-Jun-12			30-Jun-11

Boston		96.8	%		95.5	%		81.3	%		83.0	%		90.2	%		90.1	%
New York		97.6	%		98.1	%		n/a			n/a			97.6	%		98.1	%
Princeton		n/a			n/a			75.8	%		79.9	%		75.8	%		79.9	%
San Francisco		95.7	%		92.6	%		74.7	%		78.2	%		89.4	%		88.3	%
Washington, DC		96.5	%		97.7	%		92.4	%		94.6	%		94.1	%		95.9	%

Total Portfolio		96.9	%		96.4	%		83.9	%		86.4	%		91.8	%		92.5	%

Same Property Occupancy⁽¹⁾ - By Type of Property


	CBD						Suburban						Total
	30-Jun-12			30-Jun-11			30-Jun-12			30-Jun-11			30-Jun-12			30-Jun-11

Total Office Portfolio		96.8	%		96.4	%		83.3	%		86.0	%		91.7	%		92.4	%
Total Office/Technical Portfolio		100.0	%		100.0	%		92.5	%		92.5	%		94.4	%		94.4	%

Total Portfolio		96.9	%		96.4	%		83.9	%		86.4	%		91.8	%		92.5	%

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

Boston Properties, Inc.

Second Quarter 2012

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office			Office/ Technical			Hotel (1)			Total
Number of Properties		118			16			1			135
Square feet		35,427,552			1,148,855			332,455			36,908,862
Percent of properties in-service		91.5	%		97.5	%		100.0	%		91.8	%
Occupancy @ 06/30/2011		92.4	%		94.4	%		—			92.5	%
Occupancy @ 06/30/2012		91.7	%		94.4	%		—			91.8	%
Percent change from 2nd quarter 2012 over 2nd quarter 2011 (2):
Rental revenue		0.7	%		3.1	%		12.9	%
Operating expenses and real estate taxes		3.9	%		4.3	%		5.3	%
Consolidated Net Operating Income (3) - excluding hotel											-0.9	% (2)
Consolidated Net Operating Income (3) - Hotel											30.9	% (2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)											-3.2	% (2)
Portfolio Net Operating Income (3)											-1.0	%

Rental revenue - cash basis		0.0	%		5.2	%		12.5	%
Consolidated Net Operating Income (3) - cash basis (5) excluding hotel		-2.1	%		5.5	%					-1.9	% (2)
Consolidated Net Operating Income (3) - cash basis (5) - Hotel											29.8	% (2)
Net Operating Income - cash basis (5) - BXP’s share of unconsolidated joint ventures											6.9	% (2)
Portfolio Net Operating Income (3) - cash basis (5)											-0.5	%

Same Property Lease Analysis - quarter ended June 30, 2012


	Office			Office/ Technical			Total
Vacant space available @ 04/1/2012 (sf)		2,840,511			64,140			2,904,651
Square footage of leases expiring or terminated 04/1/2012-06/30/2012		1,025,378			13,408			1,038,786

Total space for lease (sf)		3,865,889			77,548			3,943,437

New tenants (sf)		603,569			13,408			616,977
Renewals (sf)		320,000			—			320,000

Total space leased (sf)		923,569			13,408			936,977

Space available @ 06/30/2012 (sf)		2,942,320			64,140			3,006,460

Net (increase)/decrease in available space (sf)		(101,809	)		—			(101,809	)
2nd generation Average lease term (months)		87			60			87
2nd generation Average free rent (days)		82			—			81
2nd generation TI/Comm PSF	$	40.55		$	16.30		$	40.20
Increase (decrease) in 2nd generation gross rents (6)		0.35	%		2.96	%		0.36	%
Increase (decrease) in 2nd generation net rents (6)		-0.16	%		3.69	%		-0.13	%

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

(2)	See page 44 for a quantitative reconciliation of Same Property Net Operating Income (NOI) by reportable segment.

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

(4)	For disclosures related to the calculation of NOI from unconsolidated joint ventures, see page 17.

(5)	For a quantitative reconciliation of NOI to NOI on a cash basis, see page 43.

(6)	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 786,132 square feet.

Boston Properties, Inc.

Second Quarter 2012

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	June 30, 2012			June 30, 2011
	*(in thousands)*

Net income attributable to Boston Properties, Inc.	$	119,070		$	60,214
Net income attributable to noncontrolling interests:
Noncontrolling interest in discontinued operations - common units of the Operating
Partnership		4,094			(15	)
Noncontrolling interest - common units of the Operating Partnership		10,360			8,194
Noncontrolling interest - redeemable preferred units of the Operating Partnership		765			842
Noncontrolling interests in property partnerships		457			503


Income from continuing operations		134,746			69,738

Add:
Interest expense		99,901			94,583
Losses (gains) from investments in securities		186			(6	)
Depreciation and amortization		111,643			110,259
Transaction costs		8			1,361
General and administrative expense		19,066			18,721

Subtract:
Gain on sale of real estate from discontinued operations		(36,877	)		—
(Income) loss from discontinued operations		(398	)		132
Gains from early extinguishments of debt		(274	)		—
Interest and other income		(2,382	)		(1,953	)
Income from unconsolidated joint ventures		(21,191	)		(8,882	)
Development and management services income		(9,564	)		(9,095	)

Consolidated Net Operating Income		294,864			274,858
Net Operating Income from unconsolidated joint ventures (BXP’s share) (1)		65,766			58,405

Combined Net Operating Income		360,630			333,263
Subtract:
Net Operating Income from Value-Added Fund (BXP’s share)		(1,405	)		(1,247	)

Portfolio Net Operating Income	$	359,225		$	332,016


Same Property Net Operating Income		313,540			316,854
Net operating income from non Same Properties (2)		29,427			14,940
Termination income		16,258			231
Termination income from Value-Added Fund (BXP’s share)		—			(9	)

Portfolio Net Operating Income	$	359,225		$	332,016


Same Property Net Operating Income		313,540			316,854
Less straight-line rent and fair value lease revenue		(31,080	)		(32,865	)
Add straight-line ground rent expense		96			—

Same Property Net Operating Income - cash basis	$	282,556		$	283,989

(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.

Second Quarter 2012

Same Property Net Operating Income by Reportable Segment

(in thousands)


	Office										Office/Technical
	For the three months ended				$			%			For the three months ended					$			%
	30-Jun-12		30-Jun-11		Change			Change			30-Jun-12			30-Jun-11		Change			Change

Rental Revenue	$	393,904	$	387,604							$	9,798		$	9,458
Less Termination Income		3,890		222								49			—

Rental revenue - subtotal		390,014		387,382	$	2,632			0.7	%		9,749			9,458	$	291			3.1	%

Operating expenses and real estate taxes		139,222		134,017		5,205			3.9	%		2,616			2,508		108			4.3	%

Net Operating Income (1)	$	250,792	$	253,365	$	(2,573	)		(1.0	%)	$	7,133		$	6,950	$	183			2.6	%


Rental revenue - subtotal	$	390,014	$	387,382							$	9,749		$	9,458

Less straight line rent and fair value lease revenue		16,206		13,676		2,530			18.5	%		(117	)		77		(194	)		(251.9	%)

Rental revenue - cash basis		373,808		373,706		102			0.0	%		9,866			9,381		485			5.2	%
Less:
Operating expenses and real estate taxes		139,222		134,017		5,205			3.9	%		2,616			2,508		108			4.3	%
Add:
Straight line ground rent expense (2)		96		—		96			100.0	%		—			—		—			0.0	%

Net Operating Income (3) - cash basis	$	234,682	$	239,689	$	(5,007	)		(2.1	%)	$	7,250		$	6,873	$	377			5.5	%


	Sub-Total										Hotel
	For the three months ended				$			%			For the three months ended					$			%
	30-Jun-12		30-Jun-11		Change			Change			30-Jun-12			30-Jun-11		Change			Change
Rental Revenue	$	403,702	$	397,062							$	10,049		$	8,904
Less Termination Income		3,939		222								—			—

Rental revenue - subtotal		399,763		396,840	$	2,923			0.7	%		10,049			8,904	$	1,145			12.9	%

Operating expenses and real estate taxes		141,838		136,525		5,313			3.9	%		6,616			6,281		335			5.3	%

Net Operating Income (1)	$	257,925	$	260,315	$	(2,390	)		(0.9	%)	$	3,433		$	2,623	$	810			30.9	%


Rental revenue - subtotal	$	399,763	$	396,840							$	10,049		$	8,904

Less straight line rent and fair value lease revenue		16,089		13,753		2,336			17.0	%		32			3		29			966.7	%

Rental revenue - cash basis		383,674		383,087		587			0.2	%		10,017			8,901		1,116			12.5	%
Less:
Operating expenses and real estate taxes		141,838		136,525		5,313			3.9	%		6,616			6,281		335			5.3	%
Add:
Straight line ground rent expense (2)		96		—		96			100.0	%		—			—		—			0.0	%

Net Operating Income (3) - cash basis	$	241,932	$	246,562	$	(4,630	)		(1.9	%)	$	3,401		$	2,620	$	781			29.8	%


	Unconsolidated Joint Ventures (4)										Total
	For the three months ended				$			%			For the three months ended					$			%
	30-Jun-12		30-Jun-11		Change			Change			30-Jun-12			30-Jun-11		Change			Change
Rental Revenue	$	85,045	$	74,130							$	498,796		$	480,096
Less Termination Income		12,172		—								16,111			222

Rental revenue - subtotal		72,873		74,130	$	(1,257	)		(1.7	%)		482,685			479,874	$	2,811			0.6	%

Operating expenses and real estate taxes		20,691		20,214		477			2.4	%		169,145			163,020		6,125			3.8	%

Net Operating Income (1)	$	52,182	$	53,916	$	(1,734	)		(3.2	%)	$	313,540		$	316,854	$	(3,314	)		(1.0	%)


Rental revenue - subtotal	$	72,873	$	74,130							$	482,685		$	479,874

Less straight line rent and fair value lease revenue		14,959		19,109		(4,150	)		(21.7	%)		31,080			32,865		(1,785	)		(5.4	%)

Rental revenue - cash basis		57,914		55,021		2,893			5.3	%		451,605			447,009		4,596			1.0	%
Less:
Operating expenses and real estate taxes		20,691		20,214		477			2.4	%		169,145			163,020		6,125			3.8	%
Add:
Straight line ground rent expense (2)		—		—		—			0.0	%		96			—		96			100.0	%

Net Operating Income (3) - cash basis	$	37,223	$	34,807	$	2,416			6.9	%	$	282,556		$	283,989	$	(1,433	)		(0.5	%)

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

(2)	For additional information, see page 6.

(3)	For a quantitative reconciliation of NOI to NOI on a cash basis see page 43. For disclosures relating to our use of NOI see page 51.

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

Boston Properties, Inc.

Second Quarter 2012

LEASING ACTIVITY

All In-Service Properties - quarter ended June 30, 2012


	Office			Office/ Technical			Total
Vacant space available @ 04/1/2012 (sf)		3,035,017			112,247			3,147,264
Property dispositions/ assets taken out of service (sf)		—			(48,107	)		(48,107	)
Property acquisitions (sf)		—			—			—
Properties placed in-service (sf)		209,750			—			209,750
Leases expiring or terminated 04/1/2012-06/30/2012 (sf)		1,028,072			13,408			1,041,480

Total space for lease (sf)		4,272,839			77,548			4,350,387

New tenants (sf)		660,517			13,408			673,925
Renewals (sf)		320,000			—			320,000

Total space leased (sf)		980,517			13,408			993,925	(1)

Space available @ 06/30/2012 (sf)		3,292,322			64,140			3,356,462

Net (increase)/decrease in available space (sf)		(257,305	)		48,107			(209,198	)
2nd generation Average lease term (months)		87			60			87
2nd generation Average free rent (days)		82			—			81
2nd generation TI/Comm PSF	$	40.55		$	16.30		$	40.20
Increase (decrease) in 2nd generation gross rents (2)		0.35	%		2.96	%		0.36	%
Increase (decrease) in 2nd generation net rents (3)		-0.16	%		3.69	%		-0.13	%


	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		24,684		303,091		14.37	%		22.23	%		327,775		588,117
New York		32,264		112,193		28.80	%		42.67	%		144,457		589,137
Princeton		—		42,663		-3.88	%		-6.02	%		42,663		78,626
San Francisco		—		192,952		-35.44	%		-46.11	%		192,952		60,732
Washington, DC		11,170		274,908		3.08	%		4.22	%		286,078		139,249

		68,118		925,807		0.36	%		-0.13	%		993,925		1,455,861

(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 786,132.

(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 786,132.

(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 195,799.

Boston Properties, Inc.

Second Quarter 2012

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q2 2012		Q1 2012		2011			2010			2009

Recurring capital expenditures	$	5,005	$	1,796	$	29,334		$	13,988		$	27,813

Planned non-recurring capital expenditures associated with acquisition properties		6,549		6,245		4,358			395			865

Hotel improvements, equipment upgrades and replacements		190		187		4,010	(1)		2,262	(2)		1,515

	$	11,744	$	8,228	$	37,702		$	16,645		$	30,193

2nd Generation Tenant Improvements and Leasing Commissions


	Q2 2012		Q1 2012		2011		2010		2009
Office
Square feet		895,209		962,047		4,116,436		4,765,440		3,545,251

Tenant improvements and lease commissions PSF	$	40.55	$	52.66	$	30.32	$	35.77	$	32.59

Office/Technical
Square feet		13,408		31,060		184,849		149,617		115,848

Tenant improvements and lease commissions PSF	$	16.30	$	0.55	$	23.97	$	2.14	$	0.13


Average tenant improvements and lease commissions PSF	$	40.20	$	51.03	$	30.05	$	34.74	$	31.56

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

(2)	Includes approximately $1,091 of costs related to a façade project at Cambridge Center Marriott.

Boston Properties, Inc.

Second Quarter 2012

ACQUISITIONS/DISPOSITIONS

as of June 30, 2012

ACQUISITIONS

For the period from January 1, 2012 through June 30, 2012


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

453 Ravendale Drive		March 1, 2012		29,620	$	6,650,000	$	—	$	6,650,000		100	%
100 Federal Street		March 13, 2012		1,264,420		615,600,000		—		615,600,000		93	%


Total Acquisitions				1,294,040	$	622,250,000	$	—	$	622,250,000		94	%

DISPOSITIONS

For the period from January 1, 2012 through June 30, 2012


Property	Date Disposed	Square Feet		Gross Sales Price		Book Gain

Montvale Center	January 31, 2012		123,392	$	25,000,000	$	17,807,000	(1)
Bedford Business Park	May 17, 2012		470,091		62,800,000		36,877,000	(2)


Total Dispositions			593,483	$	87,800,000	$	54,684,000

(1)

(2)

Boston Properties, Inc.

Second Quarter 2012

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of June 30, 2012


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 06/30/2012 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)
Office
Annapolis Junction Building Six (50% ownership)	Q3 2012	Q3 2013	Annapolis, MD		1		120,000			11,475,123		14,000,000		9,500,000		6,148,581		—		49	%		0	%
500 North Capitol Street, N.W. (30% ownership)	Q4 2012	Q4 2013	Washington, DC		1		232,000			25,030,579		36,540,000		32,100,000		18,331,043		—		75	%		0	%
Two Patriots Park (formerly 12300 Sunrise Valley) (5)	Q2 2013	Q2 2013	Reston, VA		1		255,951			28,936,364		64,000,000		—		—		35,063,636		100	%		0	%
Seventeen Cambridge Center	Q3 2013	Q3 2013	Cambridge, MA		1		195,191			33,942,002		86,300,000		—		—		52,357,998		100	%		0	%
Cambridge Center Connector (6)	Q3 2013	Q3 2013	Cambridge, MA		—		42,500			923,849		28,765,000						27,841,151		100	%		0	%
250 West 55th Street (7)	Q2 2014	Q4 2015	New York, NY		1		989,000			644,282,007		1,050,000,000		—		—		405,717,993		21	%		0	%


Total Office Properties under Construction					5		1,834,642		$	744,589,924	$	1,279,605,000	$	41,600,000	$	24,479,624	$	520,980,778		51	%		0	%


Residential
The Avant at Reston Town Center	Q4 2013	Q4 2015	Reston, VA		1		355,668	(8)	$	35,445,776	$	137,250,000	$	—	$	—	$	101,804,224		N/A			N/A


Total Residential Properties under Construction					1		355,668		$	35,445,776	$	137,250,000	$	—	$	—	$	101,804,224		N/A			N/A



Total Properties under Construction					6		2,190,310		$	780,035,700	$	1,416,855,000	$	41,600,000	$	24,479,624	$	622,785,002		51	%		0	%

PROJECTS PLACED IN-SERVICE DURING 2012


	Initial In Service Date	Estimated Stabilization Date	Location	# of Buildings		Square feet		Investment to Date (2)		Estimated Total Investment (2)		Debt (2)		Amount Drawn at 06/30/2012 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)
510 Madison Avenue	Q2 2011	Q3 2013	New York, NY		1		355,598	$	366,412,630	$	375,000,000	$	—	$	—	$	8,587,370		55	%		100	%
One Patriots Park (formerly 12310 Sunrise Valley) (9)	Q2 2012	Q2 2012	Reston, VA		1		267,531		58,951,974		67,000,000		—		—		8,048,026		100	%		100	%


Total Projects placed in Service					2		623,129	$	425,364,604	$	442,000,000	$	—	$	—	$	16,635,396		74	%		100	%

IN-SERVICE PROPERTIES HELD FOR RE-DEVELOPMENT


	Sub Market	# of Buildings		Existing Square Feet		Leased %			Annualized Revenue Per Leased SF (10)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)	Estimated Future SF (11)

6601 Springfield Center Drive	Fairfax County VA		1		26,388		100.0	%	$	10.81	N	S		386,000
North First Business Park	San Jose CA		5		190,636		75.8	%		14.84	N	S		683,000
601 Massachusetts Avenue (formerly 635 Massachusetts Avenue)	East End Washington DC		1		211,000		100.0	%		28.31	N	CBD		478,000


Total Properties held for Re-Development			7		428,024		89.2	%	$	22.00				1,547,000

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

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

(3)	Represents percentage leased as of August 3, 2012, including leases with future commencement dates, and excludes residential space.

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

(5)	The Company commenced redevelopment of Two Patriots Park on January 3, 2012 and expects to have it available for occupancy during the second quarter of 2013. Project cost includes the incremental costs related to redevelopment and excludes original investment in the asset.

(6)	The project is part of a lease extension and space expansion with a tenant at Cambridge Center for approximately 292,000 square feet.

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

(8)	The square footage for The Avant at Reston Town Center was previously reported with gross square footage of 420,000 square feet; this has been updated to properly reflect rentable square footage of 355,668 square feet.

(9)	The Company commenced redevelopment of One Patriots Park on July 5, 2011 and it was placed in service on May 4, 2012 Project cost includes the incremental costs related to redevelopment and excludes original investment in the asset.

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

(11)	The incremental square footage increase in Estimated Future SF is included in Approximate Developable Square Feet of Value Creation Pipeline - Owned Land Parcels on page 49.

Boston Properties, Inc.

Second Quarter 2012

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of June 30, 2012


Location	Acreage		Approximate Developable Square Feet

San Jose, CA (1) (2)		44.0		2,409,364
Reston, VA (1)		36.3		1,253,886
Waltham, MA		25.4		1,150,000
Gaithersburg, MD		27.0		850,000
Springfield, VA (1)		17.8		773,612
Dulles, VA		76.6		760,000
Rockville, MD		58.1		759,000
Boston, MA		1.0		450,000
Marlborough, MA		50.0		400,000
Annapolis, MD (50% ownership)		20.0		300,000
Washington, DC (1)		1.0		267,000
Andover, MA		10.0		110,000
New York, NY (50% ownership) (3)		0.2		TBD

		367.4		9,482,862

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of June 30, 2012


Location	Acreage		Approximate Developable Square Feet

Princeton, NJ (4)		143.1		1,780,000
Cambridge, MA (5)		—		207,500

		143.1		1,987,500

(1)	Excludes the existing square footage related to sites being held for future re-development included on page 48.

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

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

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

(5)	Includes 7,500 square feet of development rights for office / lab space and the option to purchase 200,000 square feet of residential rights. We executed a lease this quarter that utilized 42,500 of the 50,000 square feet of office / lab development rights previously reported.

Boston Properties, Inc.

Second Quarter 2012

Definitions

This section contains an explanation of certain non-GAAP financial measures we provide in other sections of this document, as well as the reasons why management believes these measures provide useful information to investors about the Company’s financial condition or results of operations. Additional detail can be found in the Company’s most recent annual report on Form 10-K and quarterly report on Form 10-Q, as well as other documents filed with or furnished to the SEC from time to time.

Funds from Operations

Pursuant to the revised definition of Funds from Operations adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), we calculate Funds from Operations, or “FFO,” by adjusting net income (loss) attributable to Boston Properties, Inc. (computed in accordance with GAAP, including non-recurring items) for gains (or losses) from sales of properties, impairment losses on depreciable real estate of consolidated real estate, impairment losses on investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures, real estate related depreciation and amortization, and after adjustment for unconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure. The use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for reviewing our comparative operating and financial performance because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses and real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help one compare the operating performance of a company’s real estate between periods or as compared to different companies. Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently.

FFO should not be considered as an alternative to net income attributable to Boston Properties, Inc. (determined in accordance with GAAP) as an indication of our performance. FFO does not represent cash generated from operating activities determined in accordance with GAAP, and is not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further understand our performance, FFO should be compared with our reported net income attributable to Boston Properties, Inc. and considered in addition to cash flows determined in accordance with GAAP, as presented in our consolidated financial statements.

Funds Available for Distribution (FAD)

In addition to FFO, we present Funds Available for Distribution (FAD) by (1) adding to FFO non-real estate depreciation, fair value interest adjustment, losses from early extinguishments of debt, ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment, non-cash stock-based compensation expense, and partners’ share of joint venture 2nd generation tenant improvement and leasing commissions, (2) eliminating the effects of straight-line rent and fair value lease revenue, (3) subtracting: recurring capital expenditures; hotel improvements, equipment upgrades and replacements; and second generation tenant improvement and leasing commissions (included in the period in which the lease commences); and (4) subtracting the non-cash termination adjustment. Although our FAD may not be comparable to that of other REITs and real estate companies, we believe it provides a meaningful indicator of our ability to fund cash needs and to make cash distributions to equity owners. In addition, we believe that to further understand our liquidity, FAD should be compared with our cash flows determined in accordance with GAAP, as presented in our consolidated financial statements. FAD does not represent cash generated from operating activities determined in accordance with GAAP, and FAD should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of our liquidity.

Total Consolidated Debt to Total Consolidated Market Capitalization Ratio

Total consolidated debt to total consolidated market capitalization ratio, defined as total consolidated debt as a percentage of the market value of our outstanding equity securities plus our total consolidated debt, is a measure of leverage commonly used by analysts in the REIT sector. Total consolidated market capitalization is the sum of (A) our total consolidated indebtedness outstanding plus (B) the market value of our outstanding equity securities calculated using the closing price per share of common stock of the Company multiplied by the sum of (1) outstanding shares of common stock of the Company, (2) outstanding common units of limited partnership interest in Boston Properties Limited Partnership (excluding common units held by the Company), (3) common units issuable upon conversion of all outstanding Series Two Preferred Units of partnership interest in Boston Properties Limited Partnership and (4) common units issuable upon conversion of all outstanding LTIP Units, assuming all conditions have been met for the conversion of the LTIP Units. 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 also presenting our total combined debt to total combined market capitalization may provide investors with a more complete picture of our leverage. Investors should understand that our total combined debt to total combined market capitalization ratio is in part a function of the market price of the common stock of the Company, and as such will fluctuate with changes in such price and does not necessarily reflect our capacity to incur additional debt to finance our activities or our ability to manage our existing debt obligations. The total combined debt to total combined market capitalization ratio should be evaluated along with the ratio of indebtedness to other measures of asset value used by financial analysts and other financial ratios, as well as the various components of our outstanding indebtedness.

Boston Properties, Inc.

Second Quarter 2012

Definitions

Consolidated Net Operating Income (NOI)

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

Combined Net Operating Income (NOI)

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

Portfolio Net Operating Income (NOI)

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

In-Service Properties

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

Same Properties

In our analysis of NOI, particularly to make comparisons of NOI between periods meaningful, it is important to provide information for properties that were in-service and owned by us throughout each period presented. We refer to properties acquired or placed in-service prior to the beginning of the earliest period presented and owned by us through the end of the latest period presented as “Same Properties.” “Same Properties” therefore exclude properties placed in-service, acquired, repositioned, or in development or redevelopment after the beginning of the earliest period presented or disposed of prior to the end of the latest period presented. Accordingly, it takes at least one year and one quarter after a property is acquired or treated as “in-service” for that property to be included in “Same Properties.” Pages 20-22 indicate by footnote the “In-Service Properties” which are not included in “Same Properties.” “Same Properties NOI” includes our share of net operating income from unconsolidated joint ventures (other than the Value-Added Fund).

Annualized Revenue

Rental obligations at the end of the reporting period, including contractual base rents, percentage rent and reimbursements from tenants under existing leases, multiplied by twelve. These annualized amounts exclude rent abatements.

Future Annualized Revenue

Rental obligations including the sum of (i) contractual base rents at lease expiration and (ii) percentage rent and reimbursements from tenants at the end of the current reporting period, multiplied by twelve. These annualized amounts exclude rent abatements.

Boston Properties, Inc.

Second Quarter 2012

Definitions

Average Rental Rates

Average Rental Rates are calculated by the Company as rental revenue in accordance with GAAP, divided by the weighted average number of occupied units.

Economic Occupancy

Economic Occupancy is defined as total possible revenue less vacancy loss as a percentage of total possible revenue. Total possible revenue is determined by valuing occupied units at contract rates and vacant units at Market Rents. Vacancy loss is determined by valuing vacant units at current Market Rents. By measuring vacant units at their Market Rents, Economic Occupancy takes into account the fact that units of different sizes and locations within a residential property have different economic impacts on a residential property’s total possible gross revenue.

Market Rents

Market Rents used by the Company in calculating Economic Occupancy are based on the current market rates set by the managers of the Company’s residential properties based on their experience in renting their residential property’s units and publicly available market data. Trends in market rents for a region as reported by others could vary. Market Rents for a period are based on the average Market Rents during that period and do not reflect any impact for cash concessions.

Physical Occupancy

Physical occupancy is defined as the number of occupied units divided by the total number of units, expressed as a percentage.

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