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Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 2, 2011

BOSTON PROPERTIES, INC.

(Exact Name of Registrant As Specified in Charter)

Delaware

1-13087

04-2473675

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

800 Boylston Street, Suite 1900, Boston, Massachusetts 02199

(Address of Principal Executive Offices) (Zip Code)

(617) 236-3300

(Registrant’s telephone number, including area code)

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

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

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

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

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

Item 2.02.

Results of Operations and Financial Condition.

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

On May 2, 2011, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of 2011. That press release referred to certain supplemental information that is available on the Company’s website. The text of the supplemental information and the press release are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

*99.1		Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended March 31, 2011.

*99.2		Press release dated May 2, 2011.

*	Filed herewith.

SIGNATURES

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


	BOSTON PROPERTIES, INC.

Date: May 2, 2011	By:	/s/ Michael E. LaBelle
		Michael E. LaBelle
		Senior Vice President, Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

*99.1		Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended March 31, 2011.

*99.2		Press release dated May 2, 2011.

*	Filed herewith.

Boston Properties, Inc. Supplemental Operating and Financial Data

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended March 31, 2011

Boston Properties, Inc.

First Quarter 2011

Table of Contents


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

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

Boston Properties, Inc.

First Quarter 2011

COMPANY PROFILE

The Company

Boston Properties, Inc. (the “Company”), a self-administered and self-managed real estate investment trust (REIT), is one of the largest owners, managers, and developers of first-class office properties in the United States, with a significant presence in five markets: Boston, Washington, D.C., Midtown Manhattan, San Francisco, and Princeton, N.J. The Company was founded in 1970 by Mortimer B. Zuckerman and Edward H. Linde in Boston, where it maintains its headquarters. Boston Properties became a public company in June 1997. The Company acquires, develops, and manages its properties through full-service regional offices. Its property portfolio is comprised primarily of first-class office space, one hotel, two residential properties and three retail properties. Boston Properties is well-known for its in-house building management expertise and responsiveness to tenants’ needs. The Company holds a superior track record in developing premium Central Business District (CBD) office buildings, suburban office centers and build-to-suit projects for the U.S. government and a diverse array of creditworthy tenants.

Management

Boston Properties’ senior management team is among the most respected and accomplished in the REIT industry. Our deep and talented team of thirty-four individuals averages twenty-six years of real estate experience and seventeen years with Boston Properties. We believe that our size, management depth, financial strength, reputation, and relationships of key personnel provide a competitive advantage to realize growth through property development and acquisitions. Boston Properties benefits from the reputation and relationships of key personnel, including Mortimer B. Zuckerman, Chairman of the Board of Directors and Chief Executive Officer; Douglas T. Linde, President; E. Mitchell Norville, Executive Vice President, Chief Operating Officer; 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 a few carefully selected markets characterized by high barriers to the creation of new supply and strong real estate fundamentals where tenants have demonstrated a preference for high-quality office buildings and other facilities;

•

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

•

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

•

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

•

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

•

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

Snapshot

(as of March 31, 2011)


Corporate Headquarters				Boston, Massachusetts
Markets				Boston, Midtown Manhattan, Washington, D.C., San Francisco, and Princeton, N.J.
Fiscal Year-End				December 31
Total Properties (includes unconsolidated joint ventures, other than the Value-Added Fund)				150
Total Square Feet (includes unconsolidated joint ventures, other than the Value-Added Fund, and structured parking)				55.6 million
Common Shares and Units Outstanding (as converted, but excluding outperformance plan units)				166.6 million
Dividend - Quarter/Annualized				$0.50/$2.00
Dividend Yield				2.11%
Total Combined Market Capitalization				$25.3 billion
Senior Debt Ratings				Baa2 (Moody’s); BBB (Fitch); A- (S&P)

Boston Properties, Inc.

First Quarter 2011

INVESTOR INFORMATION


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

Douglas T. Linde	Matthew J. Lustig	Raymond A. Ritchey	Robert E. Selsam
President and Director	Director	Executive Vice President, National Director of Acquisitions & Development	Senior Vice President and Regional Manager of New York

Lawrence S. Bacow	Alan J. Patricof	Michael E. LaBelle	Frank D. Burt
Director	Director, Chair of Audit Committee	Senior Vice President, Chief Financial Officer	Senior Vice President, General Counsel

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

Carol B. Einiger	David A. Twardock	Bryan J. Koop	Arthur S. Flashman
Director	Director, Chair of Compensation Committee	Senior Vice President and Regional Manager of Boston	Vice President, Controller

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

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

Common Stock Data (NYSE: BXP)

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


	Q1 2011			Q4 2010			Q3 2010			Q2 2010			Q1 2010
High Closing Price	$	95.92		$	90.73		$	88.88		$	83.39		$	77.14
Low Closing Price	$	84.66		$	81.56		$	69.08		$	71.34		$	62.49
Average Closing Price	$	92.04		$	85.68		$	81.80		$	77.51		$	69.14
Closing Price, at the end of the quarter	$	94.85		$	86.10		$	83.12		$	71.34		$	75.44
Dividends per share - annualized	$	2.00		$	2.00		$	2.00		$	2.00		$	2.00
Closing dividend yield - annualized		2.11	%		2.32	%		2.41	%		2.80	%		2.65	%
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding outperformance plan units) (thousands) (1)		166,567			162,555			162,534			162,086			161,911
Closing market value of outstanding shares and units (thousands)	$	15,798,880		$	13,995,986		$	13,509,826		$	11,563,216		$	12,214,566

(1)

For additional detail, see page 12.

Timing

Quarterly results for the remainder of 2011 will be announced according to the following schedule:


Second Quarter	Tentatively July 26, 2011	Fourth Quarter	Tentatively January 31, 2012
Third Quarter	Tentatively October 25, 2011

Boston Properties, Inc.

First Quarter 2011

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage	Rating Agencies

John Eade	Steve Sakwa / George Auerbach	Tom Truxillo	Janice Svec
Argus Research Company	ISI Group	Bank of America Merrill Lynch	Fitch Ratings
212.427.7500	212.446.9462 / 212.446.9459	980.386.5212	212.908.0304

Jeffrey Spector / Jamie Feldman	Steve Benyik	Thomas Cook	Karen Nickerson
Bank of America Merrill Lynch	Jefferies & Co.	Citi Investment Research	Moody’s Investors Service
212.449.6329 / 212.449.6339	212.707.6348	212.723.1112	212.553.4924

Ross Smotrich / Michael Lewis	Mitch Germain	John Giordano	James Fielding
Barclays Capital	JMP Securities	Credit Suisse Securities	Standard & Poor’s
212.526.2306 / 212.526.3098	212.906.3546	212.538.4935	212.438.2452

Michael Bilerman / Joshua Attie	Anthony Paolone / Joseph Dazio	Mark Streeter
Citigroup Global Markets	J.P. Morgan Securities	J.P. Morgan Securities
212.816.1383 / 212.816.1685	212.622.6682 / 212.622.6416	212.834.5086

James Sullivan / Stephen Boyd	Sheila McGrath / Kristin Brown	Thierry Perrein / Jason Jones
Cowen and Company	Keefe, Bruyette & Woods	Wells Fargo
646.562.1380 / 646.562.1382	212.887.7793 / 212.887.7738	704.715.8455 / 704.715.7932

Andrew Rosivach / Suzanne Kim	Jordan Sadler / Craig Mailman
Credit Suisse	KeyBanc Capital Markets
415.249.7942 / 415.249.7943	917.368.2280 / 917.368.2316

John Perry / Vin Chao	Robert Stevenson
Deutsche Bank Securities	Macquarie Research
212.250.4912 / 212.250.6799	212.857.6168

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

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

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

Michael Knott / Lukas Hartwich	Ross Nussbaum
Green Street Advisors	UBS Securities
949.640.8780 / 949.640.8780	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.

First Quarter 2011

FINANCIAL HIGHLIGHTS

(unaudited and in thousands, except per share amounts)

This section includes non-GAAP financial measures, which are accompanied by what we consider the most directly comparable financial measures calculated and presented in accordance with GAAP. Quantitative reconciliations of the differences between the non-GAAP financial measures presented and the most directly comparable GAAP financial measures are shown on pages 9-11. A description of the non-GAAP financial measures we present and a statement of the reasons why management believes the non-GAAP measures provide useful information to investors about the Company’s financial condition and results of operations can be found on pages 49-50.


	Three Months Ended
	31-Mar-11			31-Dec-10			30-Sep-10			30-Jun-10			31-Mar-10

Selected Items:

Revenue	$	417,875		$	392,482		$	386,410		$	393,841		$	378,071
Straight-line rent (1)	$	21,073		$	20,082		$	22,861		$	27,038		$	29,068
Fair value lease revenue (1) (2)	$	20,761		$	18,875		$	19,368		$	19,748		$	23,319
Company share of funds from operations from unconsolidated joint ventures	$	35,041		$	35,468		$	38,167		$	37,589		$	38,923
Lease termination fees (included in revenue) (1)	$	2,003		$	2,210		$	5,225		$	4,156		$	1,907
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment	$	9,505		$	9,486		$	9,453		$	9,263		$	10,112
Capitalized interest	$	11,239		$	14,569		$	9,302		$	9,023		$	8,087
Capitalized wages	$	2,559		$	3,114		$	3,247		$	2,745		$	2,524
Operating Margins [(rental revenue - rental expense)/rental revenue] (3)		67.0	%		68.4	%		67.2	%		68.1	%		67.3	%
Losses from early extinguishments of debt (4)	$	—		$	81,662		$	—		$	6,051		$	2,170
Net income (loss) attributable to Boston Properties, Inc.	$	40,813		$	(12,903	)	$	57,668		$	61,412		$	52,714
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	159,980		$	89,878		$	150,847		$	156,870		$	149,596
FFO per share - diluted	$	1.12		$	0.64		$	1.07		$	1.12		$	1.07
Net income (loss) attributable to Boston Properties, Inc. per share - basic	$	0.29		$	(0.09	)	$	0.41		$	0.44		$	0.38
Net income (loss) attributable to Boston Properties, Inc. per share - diluted	$	0.29		$	(0.09	)	$	0.41		$	0.44		$	0.38
Dividends per common share	$	0.50		$	0.50		$	0.50		$	0.50		$	0.50
Funds available for distribution to common shareholders and common unitholders (FAD) (5)	$	127,782		$	133,472		$	114,097		$	121,829		$	55,328

Ratios:

Interest Coverage Ratio (excluding capitalized interest) - cash basis (6)		2.90			3.06			2.77			2.73			2.80
Interest Coverage Ratio (including capitalized interest) - cash basis (6)		2.57			2.59			2.50			2.47			2.54
FFO Payout Ratio		44.64	%		78.13	%		46.73	%		44.64	%		46.73	%
FAD Payout Ratio		64.65	%		60.39	%		70.63	%		65.97	%		145.10	%


	31-Mar-11			31-Dec-10			30-Sep-10			30-Jun-10			31-Mar-10
Capitalization:

Common Stock Price @ Quarter End	$	94.85		$	86.10		$	83.12		$	71.34		$	75.44
Equity Value @ Quarter End	$	15,798,880		$	13,995,986		$	13,509,826		$	11,563,216		$	12,214,566
Total Consolidated Debt	$	7,937,264		$	7,786,001		$	7,444,886		$	7,229,300		$	6,674,899
Total Consolidated Market Capitalization	$	23,736,144		$	21,781,987		$	20,954,712		$	18,792,516		$	18,889,465
Total Consolidated Debt/Total Consolidated Market Capitalization (7)		33.44	%		35.75	%		35.53	%		38.47	%		35.34	%

BXP’s Share of Joint Venture Debt	$	1,542,952		$	1,543,960		$	1,558,597		$	1,535,198		$	1,520,976
Total Combined Debt	$	9,480,216		$	9,329,961		$	9,003,483		$	8,764,498		$	8,195,875
Total Combined Market Capitalization (8)	$	25,279,096		$	23,325,947		$	22,513,309		$	20,327,714		$	20,410,441
Total Combined Debt/Total Combined Market Capitalization (8) (9)		37.50	%		40.00	%		39.99	%		43.12	%		40.16	%

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

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

(3)

Rental Expense consists of operating expenses and real estate taxes. Amounts are exclusive of the gross up of reimbursable electricity and other amounts totaling $9,704, $10,404, $9,211, $9,311 and $9,131 for the three months ended March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010, respectively.

(4)

During the three months ended March 31, 2010, the Company’s Operating Partnership repurchased approximately $53.6 million aggregate principal amount of its 2.875% exchangeable senior notes due 2037 for approximately $53.0 million. The repurchased notes had an aggregate carrying value of approximately $50.8 million, resulting in the recognition of a loss on early extinguishment of approximately $2.2 million. During the three months ended June 30, 2010, the Company’s Operating Partnership repurchased approximately $132.8 million aggregate principal amount of its 2.875% exchangeable senior notes due 2037 for approximately $132.5 million. These repurchased notes had an aggregate carrying value of approximately $126.4 million, resulting in the recognition of a loss on early extinguishment of approximately $6.1 million. During the three months ended December 31, 2010, the Company’s Operating Partnership repurchased $50.0 million aggregate principal amount of its 2.875% exchangeable senior notes due 2037 for approximately $51.1 million. The repurchased notes had an aggregate carrying value of approximately $48.4 million, resulting in the recognition of a loss on early extinguishment of approximately $2.3 million. During the three months ended December 31, 2010, the Company’s Operating Partnership redeemed $700.0 million aggregate principal amount of its 6.25% senior notes due 2013 for approximately $793.1 million, including accrued interest of approximately $17.9 million, resulting in the recognition of a loss on early extinguishment of approximately $79.3 million.

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

(6)	For additional detail, see page 11.

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

(8)	For additional detail, see page 12.

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

Boston Properties, Inc.

First Quarter 2011

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	31-Mar-11			31-Dec-10			30-Sep-10			30-Jun-10			31-Mar-10
ASSETS
Real estate	$	11,567,294		$	10,933,977		$	10,015,347		$	9,984,329		$	9,823,024
Development in progress		681,342			1,073,402			1,003,508			632,731			662,809
Land held for future development		759,786			757,556			754,120			732,006			730,201
Less accumulated depreciation		(2,411,378	)		(2,323,818	)		(2,243,265	)		(2,173,300	)		(2,103,274	)

Total real estate		10,597,044			10,441,117			9,529,710			9,175,766			9,112,760
Cash and cash equivalents		747,305			478,948			1,270,074			1,703,448			1,220,392
Cash held in escrows (1)		305,692			308,031			300,771			25,382			20,848
Marketable securities		9,800			8,732			7,911			7,026			7,592
Tenant and other receivables, net		54,740			60,813			50,722			42,775			53,831
Note receivable (2)		270,000			270,000			270,000			270,000			270,000
Interest receivable from related party note receivable		75,280			69,005			62,933			55,827			48,254
Accrued rental income, net		463,117			442,683			421,008			401,054			376,942
Deferred charges, net		449,076			436,019			300,882			289,388			291,564
Prepaid expenses and other assets		100,897			65,663			42,391			22,385			50,998
Investments in unconsolidated joint ventures		762,522			767,252			792,434			794,650			798,161

Total assets	$	13,835,473		$	13,348,263		$	13,048,836		$	12,787,701		$	12,251,342


LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable (1)	$	3,188,025		$	3,047,586		$	2,813,338		$	2,608,577		$	2,637,534
Unsecured senior notes, net of discount		3,016,743			3,016,598			2,872,058			2,871,909			2,172,525
Unsecured exchangeable senior notes, net of discount		1,732,496			1,721,817			1,759,490			1,748,814			1,864,840
Unsecured line of credit		—			—			—			—			—
Accounts payable and accrued expenses		171,617			186,059			199,534			177,000			189,633
Dividends and distributions payable		83,019			81,031			81,068			80,865			80,756
Accrued interest payable		88,070			62,327			84,689			80,521			69,166
Other liabilities		210,392			213,000			104,914			95,423			115,755

Total liabilities		8,490,362			8,328,418			7,915,091			7,663,109			7,130,209


Commitments and contingencies		—			—			—			—			—


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


Equity:
Stockholders’ equity attributable to Boston Properties, Inc.:
Excess stock, $.01 par value, 150,000,000 shares authorized, none issued or outstanding		—			—			—			—			—
Preferred stock, $.01 par value, 50,000,000 shares authorized, none issued or outstanding		—			—			—			—			—
Common stock, $.01 par value, 250,000,000 shares authorized, 145,058,429, 140,199,105, 140,058,421, 139,273,399 and 139,003,995 outstanding, respectively		1,451			1,402			1,401			1,393			1,390
Additional paid-in capital		4,771,659			4,417,162			4,424,711			4,394,435			4,381,075
Earnings (dividends) in excess of dividends (earnings)		(56,479	)		(24,763	)		58,051			70,426			78,645
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(17,867	)		(18,436	)		(19,530	)		(20,155	)		(21,145	)

Total stockholders’ equity attributable to Boston Properties, Inc.		4,696,042			4,372,643			4,461,911			4,443,377			4,437,243

Noncontrolling interests:
Common units of the Operating Partnership		594,002			592,164			609,454			619,224			622,263
Property partnerships		(585	)		(614	)		6,728			6,339			5,975


Total equity		5,289,459			4,964,193			5,078,093			5,068,940			5,065,481

Total liabilities and equity	$	13,835,473		$	13,348,263		$	13,048,836		$	12,787,701		$	12,251,342

(1)

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 is fully secured by cash deposits included within the caption “Cash held in escrows.”

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

Boston Properties, Inc.

First Quarter 2011

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	31-Mar-11			31-Dec-10			30-Sep-10			30-Jun-10			31-Mar-10
Revenue
Rental
Base Rent	$	339,535		$	312,899		$	310,459		$	305,823		$	302,383
Recoveries from tenants		45,896			45,189			45,646			44,340			45,544
Parking and other		19,068			16,920			15,850			16,423			15,297

Total rental revenue		404,499			375,008			371,955			366,586			363,224
Hotel revenue		5,948			10,510			8,016			8,371			5,903
Development and management services (1)		7,428			6,964			6,439			18,884			8,944

Total revenue		417,875			392,482			386,410			393,841			378,071


Expenses
Operating		79,208			70,807			71,100			68,039			69,062
Real estate taxes		60,763			54,577			56,941			55,245			55,923
Hotel operating		5,739			7,602			6,194			6,089			5,268
General and administrative (2) (3)		24,643			17,121			18,067			17,648			26,822
Acquisition costs (4)		72			721			1,893			—			—
Gain from suspension of development (5)		—			—			—			—			(7,200	)
Depreciation and amortization		109,428			92,763			81,133			81,400			83,075

Total expenses		279,853			243,591			235,328			228,421			232,950


Operating income		138,022			148,891			151,082			165,420			145,121
Other income (expense)
Income from unconsolidated joint ventures		7,976			9,834			11,565			7,465			7,910
Interest and other income		974			1,691			1,814			2,117			1,710
Gains (losses) from investments in securities (2)		373			682			731			(678	)		200
Interest expense (6) (7)		(99,151	)		(92,192	)		(97,103	)		(96,755	)		(92,029	)
Losses from early extinguishments of debt (8)		—			(81,662	)		—			(6,051	)		(2,170	)

Income (loss) from continuing operations		48,194			(12,756	)		68,089			71,518			60,742
Gains on sales of real estate (1)		—			—			—			969			1,765

Net income (loss)		48,194			(12,756	)		68,089			72,487			62,507
Net income (loss) attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(529	)		(907	)		(889	)		(864	)		(804	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(823	)		(795	)		(820	)		(836	)		(892	)
Noncontrolling interest - common units of the Operating Partnership (9)		(6,029	)		1,555			(8,712	)		(9,250	)		(7,870	)
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership (9)		—			—			—			(125	)		(227	)

Net income (loss) attributable to Boston Properties, Inc.	$	40,813		$	(12,903	)	$	57,668		$	61,412		$	52,714


INCOME (LOSS) PER SHARE OF COMMON STOCK (EPS)
Net income (loss) attributable to Boston Properties, Inc. per share - basic	$	0.29		$	(0.09	)	$	0.41		$	0.44		$	0.38

Net income (loss) attributable to Boston Properties, Inc. per share - diluted	$	0.29		$	(0.09	)	$	0.41		$	0.44		$	0.38

(1)

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

(2)

Gains (losses) from investments in securities includes $373, $682, $731, $(678) and $200 and general and administrative expense includes $(425), $(636), $(521), $675 and $(288) for the three months ended March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010, respectively, related to the Company’s deferred compensation plan.

(3)

For the three months ended March 31, 2011, general and administrative expense includes approximately $4.3 million consisting of the acceleration of the remaining unrecognized compensation expense associated with the conclusion of the three-year measurement period of the Company’s 2008 OPP Awards. The 2008 OPP Awards were not earned and therefore the program was terminated. For the three months ended March 31, 2010, general and administrative expense includes an aggregate of approximately $5.8 million of remaining stock-based compensation granted between 2006 and 2009 to Edward H. Linde, our former Chief Executive Officer, which expense was accelerated as a result of his passing on January 10, 2010.

(4)

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

(5)

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

(6)	Interest expense is reported net of capitalized interest of $11,239, $14,569, $9,302, $9,023 and $8,087 for the three months ended March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010, respectively.

(7)	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.

(8)

(9)

Equals noncontrolling interest - common units of the Operating Partnership’s share of 12.33%, 12.54%, 12.73%, 12.87% and 12.88% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010, respectively.

Boston Properties, Inc.

First Quarter 2011

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	31-Mar-11		31-Dec-10			30-Sep-10		30-Jun-10		31-Mar-10
Net income (loss) attributable to Boston Properties, Inc.	$	40,813	$	(12,903	)	$	57,668	$	61,412	$	52,714
Add:
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership		—		—			—		125		227
Noncontrolling interest - common units of the Operating Partnership		6,029		(1,555	)		8,712		9,250		7,870
Noncontrolling interest - redeemable preferred units of the Operating Partnership		823		795			820		836		892
Noncontrolling interests in property partnerships		529		907			889		864		804
Less:
Gains on sales of real estate		—		—			—		969		1,765


Income (loss) from continuing operations		48,194		(12,756	)		68,089		71,518		60,742
Add:
Real estate depreciation and amortization (1)		136,104		118,573			107,300		111,055		113,618
Less:
Gain on sale of real estate included within income from unconsolidated joint ventures (2)		—		572			—		—		—
Noncontrolling interests in property partnerships’ share of funds from operations		993		1,686			1,724		1,697		1,755
Noncontrolling interest - redeemable preferred units of the Operating Partnership		823		795			820		836		892


Funds from operations (FFO) attributable to the Operating Partnership		182,482		102,764			172,845		180,040		171,713
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		22,502		12,886			21,998		23,170		22,117

FFO attributable to Boston Properties, Inc. (3)	$	159,980	$	89,878		$	150,847	$	156,870	$	149,596


FFO per share - basic	$	1.13	$	0.64		$	1.08	$	1.13	$	1.08

Weighted average shares outstanding - basic		142,095		140,105			139,595		139,113		138,931

FFO per share - diluted	$	1.12	$	0.64		$	1.07	$	1.12	$	1.07

Weighted average shares outstanding - diluted		143,965		142,059			141,654		141,287		141,058

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $109,428, $92,763, $81,133, $81,400 and $83,075, our share of unconsolidated joint venture real estate depreciation and amortization of $27,065, $26,206, $26,602, $30,124 and $31,013, less corporate related depreciation of $389, $396, $435, $469 and $470 for the three months ended March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010, respectively.

(2)

For the three months ended December 31, 2010, consists of the portion of income from unconsolidated joint ventures related to the gain on sale of real estate from the sale of the Company’s 5.00% equity interest in the unconsolidated joint venture entity that owns the retail portion of the Wisconsin Place mixed-use property for approximately $1.4 million of cash.

(3)	Based on weighted average shares for the quarter. The Company’s share for the quarter ended March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010 was 87.67%, 87.46%, 87.27%, 87.13% and 87.12%, respectively.

Boston Properties, Inc.

First Quarter 2011

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	March 31, 2011				December 31, 2010				September 30, 2010				June 30, 2010				March 31, 2010
	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	$	182,482		162,082	$	102,764		160,191	$	172,845		159,952	$	180,040		159,660	$	171,713		159,472
Effect of Dilutive Securities
Convertible Preferred Units		823		1,461		795		1,461		820		1,461		836		1,461		892		1,461
Stock based compensation		—		409		—		493		—		598		—		713		—		666

Diluted FFO	$	183,305		163,952	$	103,559		162,145	$	173,665		162,011	$	180,876		161,834	$	172,605		161,599

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of diluted funds from operations		22,346		19,987		12,829		20,086		21,822		20,357		22,965		20,547		21,940		20,541


Company’s share of diluted FFO (1)	$	160,959		143,965	$	90,730		142,059	$	151,843		141,654	$	157,911		141,287	$	150,665		141,058


FFO per share - basic	$	1.13			$	0.64			$	1.08			$	1.13			$	1.08


FFO per share - diluted	$	1.12			$	0.64			$	1.07			$	1.12			$	1.07

(1)	Based on weighted average diluted shares for the quarter. The Company’s share for the quarter ended March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010 was 87.81%, 87.61%, 87.43%, 87.30% and 87.29%, respectively.

Boston Properties, Inc.

First Quarter 2011

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	31-Mar-11			31-Dec-10			30-Sep-10			30-Jun-10			31-Mar-10
Basic FFO (see page 9)	$	182,482		$	102,764		$	172,845		$	180,040		$	171,713
2nd generation tenant improvements and leasing commissions		(33,881	)		(23,095	)		(31,154	)		(26,451	)		(90,072	)
Straight-line rent (1)		(21,073	)		(20,082	)		(22,861	)		(27,038	)		(29,068	)
Recurring capital expenditures		(1,130	)		(7,878	)		(3,070	)		(1,996	)		(1,044	)
Fair value interest adjustment (1)		45			1,394			1,196			1,552			1,795
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment		9,505			9,486			9,453			9,263			10,112
Fair value lease revenue (1) (2)		(20,761	)		(18,875	)		(19,368	)		(19,748	)		(23,319	)
Hotel improvements, equipment upgrades and replacements		(494	)		(1,542	)		(231	)		(182	)		(307	)
Non real estate depreciation		389			396			435			469			470
Stock-based compensation (3)		11,856			6,127			6,380			6,334			14,011
Gain from suspension of development		—			—			—			—			(7,200	)
Losses from early extinguishments of debt		—			81,662			—			6,051			2,170
Non-cash termination income (including fair value lease amounts)		—			—			—			(849	)		(585	)
Non-cash income from termination of management agreement		—			—			—			(12,212	)		—
Partners’ share of joint venture 2nd generation tenant improvement and leasing commissions		844			3,115			472			6,596			6,652

Funds available for distribution to common shareholders and common unitholders (FAD)	$	127,782		$	133,472		$	114,097		$	121,829		$	55,328

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

	Three Months Ended
	31-Mar-11			31-Dec-10			30-Sep-10			30-Jun-10			31-Mar-10
*Excluding Capitalized Interest*
Income from continuing operations	$	48,194		$	(12,756	)	$	68,089		$	71,518		$	60,742
Interest expense		99,151			92,192			97,103			96,755			92,029
Depreciation and amortization expense		109,428			92,763			81,133			81,400			83,075
Depreciation and amortization expense from unconsolidated joint ventures		27,065			26,206			26,602			30,124			31,013
Gain from suspension of development		—			—			—			—			(7,200	)
Losses from early extinguishments of debt		—			81,662			—			6,051			2,170
Non-cash termination income (including fair value lease amounts)		—			—			—			(849	)		(585	)
Non-cash income from termination of management agreement		—			—			—			(12,212	)		—
Stock-based compensation		11,856			6,127			6,380			6,334			14,011
Straight-line rent (1)		(21,073	)		(20,082	)		(22,861	)		(27,038	)		(29,068	)
Fair value lease revenue (1) (2)		(20,761	)		(18,875	)		(19,368	)		(19,748	)		(23,319	)

Subtotal		253,860			247,237			237,078			232,335			222,868

Divided by:
Adjusted interest expense (4) (5)		87,598			80,855			85,504			85,145			79,677

Interest Coverage Ratio		2.90			3.06			2.77			2.73			2.80


*Including Capitalized Interest*
Income from continuing operations	$	48,194		$	(12,756	)	$	68,089		$	71,518		$	60,742
Interest expense		99,151			92,192			97,103			96,755			92,029
Depreciation and amortization expense		109,428			92,763			81,133			81,400			83,075
Depreciation and amortization expense from unconsolidated joint ventures		27,065			26,206			26,602			30,124			31,013
Gain from suspension of development		—			—			—			—			(7,200	)
Losses from early extinguishments of debt		—			81,662			—			6,051			2,170
Non-cash termination income (including fair value lease amounts)		—			—			—			(849	)		(585	)
Non-cash income from termination of management agreement		—			—			—			(12,212	)		—
Stock-based compensation		11,856			6,127			6,380			6,334			14,011
Straight-line rent (1)		(21,073	)		(20,082	)		(22,861	)		(27,038	)		(29,068	)
Fair value lease revenue (1) (2)		(20,761	)		(18,875	)		(19,368	)		(19,748	)		(23,319	)

Subtotal		253,860			247,237			237,078			232,335			222,868

Divided by:
Adjusted interest expense (4) (5) (6)		98,837			95,424			94,806			94,168			87,764

Interest Coverage Ratio		2.57			2.59			2.50			2.47			2.54

(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 the three months ended March 31, 2011, stock-based compensation includes approximately $4.3 million consisting of the acceleration of the remaining unrecognized compensation expense associated with the conclusion of the three-year measurement period of the Company’s 2008 OPP Awards. The 2008 OPP Awards were not earned and therefore the program was terminated. For the three months ended March 31, 2010, stock-based compensation includes an aggregate of approximately $5.8 million of remaining stock-based compensation granted between 2006 and 2009 to Edward H. Linde, our former Chief Executive Officer, which expense was accelerated as a result of his passing on January 10, 2010.

(4)	Excludes the impact of the ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment of $9,505, $9,486, $9,453, $9,263 and $10,112 for the three months ended March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010, respectively.

(5)	Excludes amortization of financing costs of $2,048, $1,851, $2,146, $2,347 and $2,240 for the three months ended March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010, respectively.

(6)	Includes capitalized interest of $11,239, $14,569, $9,302, $9,023 and $8,087 for the three months ended March 31, 2011, December 31, 2010, September 30, 2010, June 30, 2010 and March 31, 2010, respectively.

Boston Properties, Inc.

First Quarter 2011

CAPITAL STRUCTURE


*Consolidated Debt*
*(in thousands)*

	Aggregate Principal March 31, 2011
Mortgage Notes Payable	$	3,157,142
Unsecured Line of Credit		—
Unsecured Senior Notes, at face value		3,025,000
Unsecured Exchangeable Senior Notes, at face value		1,823,694

Total Debt		8,005,836
Fair Value Adjustment on Mortgage Notes Payable		30,883
Discount on Unsecured Senior Notes		(8,257	)
Discount on Unsecured Exchangeable Senior Notes		(7,075	)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment (1)		(84,123	)

Total Consolidated Debt	$	7,937,264


Boston Properties Limited Partnership Unsecured Senior Notes
Settlement Date	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	$	850,000		$	700,000		$	700,000		$	250,000		$	300,000		$	175,000		$	750,000		$	3,725,000
Principal Amount at Quarter End	$	850,000		$	700,000		$	700,000		$	250,000		$	300,000		$	42,568		$	182,432		$	3,025,000
Yield (on issue date)		4.289	%		5.708	%		5.967	%		5.194	%		5.693	%		6.291	%		6.381	%		5.56	%
Coupon		4.125	%		5.625	%		5.875	%		5.000	%		5.625	%		6.250	%		6.250	%		5.44	%
Public Offering Price		99.260	%		99.891	%		99.931	%		99.329	%		99.898	%		99.763	%		99.650	%		99.66	%
Ratings:
Moody’s		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)
Fitch		BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)
Maturity Date		5/15/2021			11/15/2020			10/15/2019			6/1/2015			4/15/2015			1/15/2013			1/15/2013
Discount	$	6,170		$	727		$	428		$	698		$	126		$	20		$	88		$	8,257

Unsecured Senior Notes, net of discount	$	843,830		$	699,273		$	699,572		$	249,302		$	299,874		$	42,548		$	182,344		$	3,016,743


Boston Properties Limited Partnership Unsecured Exchangeable Senior Notes
Settlement Date	8/19/2008			2/6/2007			4/6/2006			Total/Average
Original Principal Amount	$	747,500		$	862,500		$	450,000		$	2,060,000
Principal Amount at Quarter End	$	747,500		$	626,194		$	450,000		$	1,823,694
Yield (on issue date)		4.037	%		3.462	%		3.787	%		3.778	%
GAAP Yield		6.555	%		5.630	%		5.958	%		6.090	%
Coupon		3.625	%		2.875	%		3.750	%
Exchange Rate		8.5051			7.0430			10.0066
Exchange Price	$	135.66	(2)	$	141.98		$	99.93
First Optional Redemption Date		N/A			2/20/2012			5/18/2013
Maturity Date		2/15/2014			2/15/2037			5/15/2036
Discount	$	4,097		$	2,978		$	—		$	7,075
ASC 470-20 (FSP APB 14-1) Adjustment (1)	$	52,793		$	11,634		$	19,696		$	84,123

Unsecured Senior Exchangeable Notes	$	690,610		$	611,582		$	430,304		$	1,732,496


*Equity*
*(in thousands)*

	Shares/Units Outstanding as of 3/31/11		Common Stock Equivalents			Equivalent (3)
Common Stock		145,058		145,058	(4)	$	13,758,751
Common Operating Partnership Units		20,048		20,048	(5)	$	1,901,553
Series Two Preferred Operating Partnership Units		1,113		1,461		$	138,576

Total Equity				166,567		$	15,798,880

Total Consolidated Debt						$	7,937,264

Total Consolidated Market Capitalization						$	23,736,144

BXP’s share of Joint Venture Debt						$	1,542,952	(6)
Total Combined Debt (7)						$	9,480,216

Total Combined Market Capitalization (8)						$	25,279,096

(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 March 31, 2011, the exchange price was $135.66 per share.

(3)	Values based on March 31, 2011 closing price of $94.85 per share of common stock.

(4)	Includes 100 shares of restricted stock.

(5)	Includes 1,664 long-term incentive plan units, but excludes 400 unvested outperformance plan units.

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

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

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

Boston Properties, Inc.

First Quarter 2011

DEBT ANALYSIS (1)


*Debt Maturities and Principal Payments*
*as of March 31, 2011* *(in thousands)*

	2011			2012			2013			2014			2015			Thereafter			Total
Floating Rate Debt
Mortgage Notes Payable	$	—		$	267,845		$	827		$	48,828		$	—		$	—		$	317,500
Unsecured Line of Credit		—			—			—			—			—			—			—

Total Floating Debt	$	—		$	267,845		$	827		$	48,828		$	—		$	—		$	317,500

Fixed Rate Debt

Mortgage Notes Payable	$	465,170		$	248,984		$	100,462		$	76,436		$	14,312		$	1,934,278		$	2,839,642
Fair Value Adjustment		7,089			6,816			4,270			3,962			4,157			4,589			30,883

Mortgage Notes Payable		472,259			255,800			104,732			80,398			18,469			1,938,867			2,870,525

Unsecured Exchangeable Senior Notes, net of discount (2)		—			623,216			450,000			743,403			—			—			1,816,619

ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(29,441	)		(29,192	)		(23,052	)		(2,438	)		—			—			(84,123	)

Unsecured Exchangeable Senior Notes		(29,441	)		594,024			426,948			740,965			—			—			1,732,496


Unsecured Senior Notes, net of discount		—			—			224,892			—			549,176			2,242,675			3,016,743


Total Fixed Debt	$	442,818		$	849,824		$	756,572		$	821,363		$	567,645		$	4,181,542		$	7,619,764


Total Consolidated Debt	$	442,818		$	1,117,669		$	757,399		$	870,191		$	567,645		$	4,181,542		$	7,937,264


GAAP Weighted Average Floating Rate Debt		0.00	%		0.64	%		2.84	%		2.84	%		0.00	%		0.00	%		0.99	%
GAAP Weighted Average Fixed Rate Debt		7.19	%		5.47	%		6.08	%		6.47	%		5.50	%		5.45	%		5.73	%

Total GAAP Weighted Average Rate		7.19	%		4.33	%		6.08	%		6.26	%		5.50	%		5.45	%		5.54	%

Total Stated Weighted Average Rate		7.17	%		3.60	%		4.96	%		3.94	%		5.42	%		5.49	%		5.10	%

Unsecured Debt

Unsecured Line of Credit - Matures August 3, 2011

(in thousands)


Facility		Outstanding at 3/31/2011		Letters of Credit		Remaining Capacity at 3/31/2011
$	1,000,000	$	—	$	24,176	$	975,824


*Unsecured and Secured Debt Analysis*


	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Unsecured Debt		59.83	%		4.70	%		5.63	%		5.8	years
Secured Debt		40.17	%		5.70	%		5.40	%		4.2	years

Total Consolidated Debt		100.00	%		5.10	%		5.54	%		5.1	years


*Floating and Fixed Rate Debt Analysis*


	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Floating Rate Debt		4.00	%		0.86	%		0.99	%		1.3	years
Fixed Rate Debt		96.00	%		5.28	%		5.73	%		5.3	years

Total Consolidated Debt		100.00	%		5.10	%		5.54	%		5.1	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 non convertible debt borrowing rate on the unsecured exchangeable senior notes in accordance with ASC 470-20 (formerly known as FSP APB 14-1).

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

Boston Properties, Inc.

First Quarter 2011

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

as of March 31, 2011

(in thousands)


Property	2011			2012			2013			2014			2015			Thereafter			Total

599 Lexington Avenue	$	—		$	—		$	—		$	—		$	—		$	750,000		$	750,000
John Hancock Tower and Garage		—			—			—			—			—			640,500			640,500	(2)
601 Lexington Avenue		454,145			—			—			—			—			—			454,145	(2)
Embarcadero Center Four		3,433			4,828			5,131			5,452			5,794			348,886			373,524
510 Madison Avenue		—			267,500			—			—			—			—			267,500	(3)
Bay Colony Corporate Center		—			143,900			—			—			—			—			143,900	(2)
505 9th Street		1,554			2,177			2,306			2,441			2,585			116,334			127,397
One Freedom Square		1,151			65,511			—			—			—			—			66,662	(2)
New Dominion Technology Park, Building Two		—			—			—			63,000			—			—			63,000
Reservoir Place		—			345			827			48,828			—			—			50,000
140 Kendrick Street		804			1,143			47,889			—			—			—			49,836	(2)
New Dominion Technology Park, Building One		940			1,987			2,140			2,304			2,481			38,494			48,346
Kingstowne Two and Retail		1,160			1,630			1,730			1,837			1,950			29,277			37,584	(2)
Montvale Center		—			25,000			—			—			—			—			25,000	(4)
Sumner Square		655			930			22,896			—			—			—			24,481
Kingstowne One		466			657			17,062			—			—			—			18,185	(2)
University Place		862			1,221			1,308			1,402			1,502			10,787			17,082
Atlantic Wharf		—			—			—			—			—			—			—	(5)

		465,170			516,829			101,289			125,264			14,312			1,934,278			3,157,142


Aggregate Fair Value Adjustments		7,089			6,816			4,270			3,962			4,157			4,589			30,883

		472,259			523,645			105,559			129,226			18,469			1,938,867			3,188,025


Unsecured Exchangeable Senior Notes, net of discount		—			623,216			450,000			743,403			—			—			1,816,619	(6)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(29,441	)		(29,192	)		(23,052	)		(2,438	)		—			—			(84,123	)

		(29,441	)		594,024			426,948			740,965			—			—			1,732,496


Unsecured Senior Notes, net of discount		—			—			224,892			—			549,176			2,242,675			3,016,743
Unsecured Line of Credit		—			—			—			—			—			—			—	(7)

	$	442,818		$	1,117,669		$	757,399		$	870,191		$	567,645		$	4,181,542		$	7,937,264


% of Total Consolidated Debt		5.58	%		14.08	%		9.54	%		10.96	%		7.15	%		52.69	%		100.00	%
Balloon Payments	$	452,462		$	1,124,322		$	761,144		$	854,750		$	549,176		$	4,139,805		$	7,881,659
Scheduled Amortization	$	19,797		$	22,539		$	19,307		$	17,879		$	18,469		$	41,737		$	139,728

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

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

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

(4)

On several occasions in late 2010 and early 2011, the Company notified the master servicer of this non-recourse mortgage loan that the cash flows generated from the property were insufficient to fund debt service payments and capital improvements necessary to lease and operate the property and that the Company was not prepared to fund any cash shortfalls. Accordingly, the Company requested that the loan be placed with the special servicer. The Company has ceased making debt service payments and is currently in default. The Company is currently accruing interest at the default interest rate of 9.93% per annum. The Company is in discussions with the special servicer, but there can be no assurance as to the timing and ultimate resolution of these discussions.

(5)

As of March 31, 2011, the Company has not drawn any amounts under its $192.5 million construction loan facility. Loan matures on April 21, 2012 and has two, one-year extension options subject to certain conditions. On October 1, 2010, the Company released from collateral the residential portion of the project and reduced the loan commitment from $215.0 million to $192.5 million.

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

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

Boston Properties, Inc.

First Quarter 2011

Senior Unsecured Debt Covenant Compliance Ratios

(in thousands)

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

This section presents such ratios as of March 31, 2011 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
	March 31, 2011
Total Assets:
Capitalized Property Value (1)	$	16,896,716		$	17,295,958
Cash and Cash Equivalents (2)		747,305			747,305
Investments in Marketable Securities		9,800			9,800
Undeveloped Land, at Cost		759,786			759,786
Development in Process, at Cost (including Joint Venture %)		1,166,793			1,166,793

Total Assets	$	19,580,400		$	19,979,642


Unencumbered Assets	$	11,356,807		$	11,584,931


Secured Debt (Fixed and Variable) (2) (3)	$	2,889,642		$	2,889,642
Joint Venture Debt		1,542,952			1,542,952
Contingent Liabilities & Letters of Credit		26,604			26,604
Unsecured Debt (4)		4,848,694			4,848,694

Total Outstanding Debt	$	9,307,892		$	9,307,892


Consolidated EBITDA:
Income (loss) from continuing operations (per Consolidated Income Statement)	$	48,194		$	48,194
Subtract: Income from unconsolidated joint ventures (per Consolidated Income Statement)		(7,976	)		(7,976	)
Subtract: Gains (losses) from Investments in Securities (per Consolidated Income Statement)		(373	)		(373	)
Add: Interest Expense (per Consolidated Income Statement)		99,151			99,151
Add: Depreciation and Amortization (per Consolidated Income Statement)		109,428			109,428
Add: Losses from early extinguishment of debt( per Consolidated Income Statement)		—			—

EBITDA		248,424			248,424
Add: Company share of unconsolidated joint venture EBITDA		58,164			58,164

Consolidated EBITDA	$	306,588		$	306,588


Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)	$	99,151		$	99,151
Add: Company share of unconsolidated joint venture interest expense		23,714			23,714
Less: Amortization of financing costs		(2,048	)		(2,048	)
Less: Interest expense funded by construction loan draws		—			—

Adjusted Interest Expense	$	120,817		$	120,817


	Test		Actual			Actual
Covenant Ratios and Related Data
Total Outstanding Debt/Total Assets		Less than 60%		47.5	%		46.6	%
Secured Debt/Total Assets		Less than 50%		22.6	%		22.2	%
Interest Coverage (Annualized Consolidated EBITDA to
Annualized Interest Expense)		Greater than 1.50x		2.54			2.54
Unencumbered Assets/ Unsecured Debt		Greater than 150%		234.2	%		238.9	%


Unencumbered Consolidated EBITDA			$	179,915		$	179,915


Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)				2.71			2.71


% of Unencumbered Consolidated EBITDA to Consolidated EBITDA				58.7	%		58.7	%


# of unencumbered properties				114			114

(1)

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

(2)	Based on the Company’s covenant definitions, the debt and restricted cash associated with 510 Madison Avenue, which is fully secured by cash deposits, has been excluded.

(3)	Excludes fair value adjustment of $30,883.

(4)	Excludes debt discount of $15,332 and ASC 470-20 (formerly known as FSP APB 14-1) adjustment of $84,123.

Boston Properties, Inc.

First Quarter 2011

UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS (*)

Debt Maturities and Principal Payments by Property

(in thousands)


Property	2011			2012			2013			2014			2015			Thereafter			Total

General Motors Building (60%)	$	—		$	—		$	—		$	—		$	—		$	963,600		$	963,600	(1)(2)
125 West 55th Street (60%)		1,181			1,659			1,763			1,874			1,991			114,360			122,828
Two Grand Central Tower (60%)		1,042			1,465			1,556			1,652			101,072			—			106,787
Metropolitan Square (51%)		—			—			662			1,187			1,257			86,144			89,250
540 Madison Avenue (60%)		180			240			70,920			—			—			—			71,340	(3)
Market Square North (50%)		—			—			161			993			1,042			62,804			65,000
901 New York Avenue (25%)		532			742			782			823			37,590			—			40,469
Annapolis Junction (50%)		—			—			—			—			—			21,125			21,125	(4)
500 North Capitol (30%)		—			—			6,600			—			—			—			6,600
		2,935			4,106			82,444			6,529			142,952			1,248,033			1,486,999

Aggregate Fair Value Adjustments		6,620			7,102			7,186			7,087			7,612			14,705			50,311

	$	9,555		$	11,208		$	89,630		$	13,616		$	150,564		$	1,262,738		$	1,537,310

GAAP Weighted Average Rate		6.00	%		6.00	%		6.66	%		5.77	%		5.85	%		6.37	%		6.33	%
% of Total Debt		0.62	%		0.73	%		5.83	%		0.89	%		9.79	%		82.14	%		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		1.86	%		2.33	%		2.55	%		5.8	years
Fixed Rate Debt		98.14	%		5.86	%		6.40	%		6.5	years

Total Debt		100.00	%		5.79	%		6.33	%		6.5	years

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

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

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

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

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

Boston Properties, Inc.

First Quarter 2011

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of March 31, 2011


	General Motors Building			125 West 55th Street			Two Grand Central Tower			540 Madison Avenue			Market Square North			Metropolitan Square			901 New York Avenue			Wisconsin Place (1)			Annapolis Junction (2)			Eighth Avenue and 46th Street (2)			500 North Capitol (2)			Subtotal			Value- Added Fund (3)(4)			Total Unconsolidated Joint Ventures
Investment (5)	$	666,588	(6)	$	114,612		$	96,243		$	68,708		$	(12,167	)	$	13,328		$	(1,446	)	$	52,653		$	8,314		$	10,437		$	2,463		$	1,019,733		$	12,789		$	1,032,522
Note Receivable (6)		270,000			—			—			—			—			—			—			—			—			—			—			270,000			—			270,000

Net Equity (5)	$	396,588		$	114,612		$	96,243		$	68,708		$	(12,167	)	$	13,328		$	(1,446	)	$	52,653		$	8,314		$	10,437		$	2,463		$	749,733		$	12,789		$	762,522

Mortgage/Construction loans payable (5) (7)	$	963,600		$	122,828		$	106,787		$	71,340		$	65,000		$	89,250		$	40,469		$	—		$	21,125		$	—		$	6,600		$	1,486,999		$	55,953		$	1,542,952

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 March 31, 2011
	General Motors Building			125 West 55th Street			Two Grand Central Tower			540 Madison Avenue			Market Square North			Metropolitan Square			901 New York Avenue			Wisconsin Place (1)			Annapolis Junction (2)			Eighth Avenue and 46th Street (2)			500 North Capitol (2)			Subtotal			Value- Added Fund (3)			Total Unconsolidated Joint Ventures
REVENUE
Rental	$	54,931		$	10,059		$	6,974		$	6,957		$	4,895		$	8,316		$	8,169		$	1,202		$	4,205		$	—		$	1,874		$	107,582		$	4,499		$	112,081
Straight-line rent		1,749			1,267			411			338			203			217			1			—			(1	)		—			—			4,185			(99	)		4,086
Fair value lease revenue		26,984			622			1,057			507			—			—			—			—			—			—			19			29,189			266			29,455
Termination Income		—			—			—			—			—			21			2			—			—			—			—			23			—			23

Total revenue		83,664			11,948			8,442			7,802			5,098			8,554			8,172			1,202			4,204			—			1,893			140,979			4,666			145,645


EXPENSES
Operating		20,249			3,299			3,674			2,782			2,137			3,155			3,114			681			1,400			50			757			41,298			1,544			42,842


NET OPERATING INCOME		63,415			8,649			4,768			5,020			2,961			5,399			5,058			521			2,804			(50	)		1,136			99,681			3,122			102,803

Interest		25,855			3,163			2,715			1,893			1,597			2,541			2,129			—			144			—			410			40,447			1,856			42,303
Interest other - partner loans		15,458			—			—			—			—			—			—			—			—			—			—			15,458			—			15,458
Depreciation and amortization		29,613			4,190			3,547			2,101			937			1,965			1,377			2,037			1,185			—			1,833			48,785			1,852			50,637

SUBTOTAL		70,926			7,353			6,262			3,994			2,534			4,506			3,506			2,037			1,329			—			2,243			104,690			3,708			108,398


NET INCOME/(LOSS)	$	(7,511	)	$	1,296		$	(1,494	)	$	1,026		$	427		$	893		$	1,552		$	(1,516	)	$	1,475		$	(50	)	$	(1,107	)	$	(5,009	)	$	(586	)	$	(5,595	)


BXP’s share of net income/(loss)	$	(4,507	)	$	778		$	(896	)	$	616		$	214		$	455		$	838	(8)	$	(508	)	$	516	(8)	$	(25	)	$	(332	)	$	(2,852	)	$	(218	) (4)	$	(3,070	)
Basis differential (9)		—			472			832			302			—			—			—			—			—			—			—			1,605			166	(4)		1,771
Elimination of inter-entity interest on partner loan		9,275			—			—			—			—			—			—			—			—			—			—			9,275			—			9,275

Income/(loss) from unconsolidated joint ventures	$	4,768		$	1,249		$	(65	)	$	917		$	214		$	455		$	838		$	(508	)	$	516		$	(25	)	$	(332	)	$	8,028		$	(52	) (4)	$	7,976
BXP’s share of depreciation & amortization		17,768			2,125			1,558			1,040			468			1,002			524	(8)		682			774	(8)		—			550			26,491			574	(4)		27,065

BXP’s share of Funds from Operations (FFO)	$	22,536		$	3,374		$	1,493		$	1,957		$	682		$	1,457		$	1,362		$	174		$	1,290		$	(25	)	$	218		$	34,519		$	522	(4)	$	35,041

BXP’s share of net operating income/(loss)	$	38,049		$	5,272		$	3,122		$	3,093		$	1,481		$	2,753		$	1,265		$	174		$	1,402		$	(25	)	$	341		$	56,926		$	1,238	(4)	$	58,164

(1)	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.

(2)	Property is currently not in service (i.e., under construction or undeveloped land). Two of three land parcels of Annapolis Junction are undeveloped land. 500 North Capitol was taken out of service for re-development on March 28, 2011.

(3)

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

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

(5)	Represents the Company’s share.

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

(7)	Excludes fair value adjustments.

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

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

Boston Properties, Inc.

First Quarter 2011

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 %			Annual Revenue per leased SF (1)		Mortgage Notes Payable (2)
300 Billerica Road, Chelmsford, MA		1		110,882		100.0	%	$	8.95	$	1,875	(3)
Mountain View Research Park, Mountain View, CA		16		600,449		78.1	%		31.18		44,316	(4)
Mountain View Technology Park, Mountain View, CA		7		135,279		80.1	%		23.89		9,762	(5)

Total		24		846,610		81.3	%	$	26.45	$	55,953

Results of Operations

(unaudited and in thousands)

for the three months ended March 31, 2011


	Value-Added Fund
REVENUE

Rental	$	4,499
Straight-line rent		(99	)
Fair value lease revenue		266

Total revenue		4,666


EXPENSES
Operating		1,544


SUBTOTAL		3,122

Interest		1,856
Depreciation and amortization		1,852

SUBTOTAL		3,708


NET INCOME	$	(586	)


BXP’s share of net income	$	(218	)
Basis differential (6)		166

Income from Value-Added Fund	$	(52	)
BXP’s share of depreciation & amortization		574

BXP’s share of Funds from Operations (FFO)	$	522


The Company’s Equity in the Value-Added Fund	$	12,789

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

(2)	Represents the Company’s share.

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

(4)

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

(5)

On March 16, 2011, the maturity date was extended by two months to May 31, 2011. The mortgage bears interest at a variable rate of LIBOR plus 1.50% and was scheduled to mature on March 31, 2011. The Value-Added Fund had entered into an interest rate swap contract to fix the one-month LIBOR index rate at 4.085% per annum on a notional amount of $24 million. The swap contract went into effect on June 12, 2008 and expired on March 31, 2011.

(6)	Represents adjustment related to the impairment of the carrying values and a gain on investment related to the Company’s investment in the Value-Added Fund.

Boston Properties, Inc.

First Quarter 2011

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 March 31, 2011 (1) (2) (3)


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

Greater Boston		11,203,327			24.8	%		834,717			1.6	%		12,038,044			31.4	%		0.1	%		26.5	%
Greater Washington		9,199,192	(5)		21.0	%		756,325			0.9	%		9,955,517	(5)		25.9	%		—			21.9	%
Midtown Manhattan		8,949,115	(6)		38.5	%		—			—			8,949,115	(6)		23.3	%		—			38.5	%
Princeton/East Brunswick, NJ		2,453,570			2.6	%		—			—			2,453,570			6.4	%		—			2.6	%
Greater San Francisco		4,980,920			10.5	%		—			—			4,980,920			13.0	%		—			10.5	%

		36,786,124			97.4	%		1,591,042			2.5	%		38,377,166			100.0	%		0.1	%		100.0	%

% of Total		95.9	%					4.1	%					100.0	%

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


Geographic Area	CBD			Suburban			Total

Greater Boston		20.4	%		6.1	%		26.5	%
Greater Washington		8.6	%		13.3	%		21.9	%
Midtown Manhattan		38.5	%		—			38.5	%
Princeton/East Brunswick, NJ		—			2.6	%		2.6	%
Greater San Francisco		8.9	%		1.6	%		10.5	%


Total		76.4	%		23.6	%		100.0	%

Hotel Properties


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

Total Hotel Properties		433		330,400

Structured Parking


	Number of Spaces		Square Feet

Total Structured Parking		43,539		14,689,063

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

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

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

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

(5)

Includes 588,917 square feet at Metropolitan Square which is 51% owned by Boston Properties, 403,841 square feet at Market Square North which is 50% owned by Boston Properties, 539,229 square feet at 901 New York Avenue which is 25% owned by Boston Properties, 321,943 square feet at 505 9th Street, N.W. which is 50% owned by Boston Properties and 117,599 square feet at Annapolis Junction which is 50% owned by Boston Properties.

(6)	Includes 1,803,465 square feet at the General Motors Building, 581,267 square feet at 125 West 55th Street, 649,934 square feet at Two Grand Central Tower and 288,945 square feet at 540 Madison Avenue, each of which is 60% owned by Boston Properties.

Boston Properties, Inc.

First Quarter 2011

In-Service Property Listing

as of March 31, 2011


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

Greater Boston
Office
(2)	John Hancock Tower	CBD Boston MA		1		1,693,553		97.7	%	$	51.50		Y		CBD
	800 Boylston Street - The Prudential Center	CBD Boston MA		1		1,226,475		91.0	%		48.88		N		CBD
	111 Huntington Avenue - The Prudential Center	CBD Boston MA		1		859,641		94.2	%		60.76		N		CBD
	101 Huntington Avenue - The Prudential Center	CBD Boston MA		1		505,939		100.0	%		41.40		N		CBD
	The Shops at the Prudential Center	CBD Boston MA		1		511,286		99.0	%		69.94		N		CBD
	Shaws Supermarket at the Prudential Center	CBD Boston MA		1		57,235		100.0	%		49.49		N		CBD
	One Cambridge Center	East Cambridge MA		1		215,573		97.8	%		41.91		N		CBD
	Three Cambridge Center	East Cambridge MA		1		108,152		43.0	%		21.92		N		CBD
	Four Cambridge Center	East Cambridge MA		1		199,131		58.6	%		43.02		N		CBD
	Five Cambridge Center	East Cambridge MA		1		240,480		100.0	%		45.05		N		CBD
	Eight Cambridge Center	East Cambridge MA		1		177,226		100.0	%		40.81		N		CBD
	Ten Cambridge Center	East Cambridge MA		1		152,664		100.0	%		43.95		N		CBD
	Eleven Cambridge Center	East Cambridge MA		1		79,616		100.0	%		45.22		N		CBD
	University Place	Mid-Cambridge MA		1		195,282		100.0	%		39.32		Y		CBD
(2)	Bay Colony Corporate Center	Route 128 Mass Turnpike MA		4		970,108		65.4	%		32.53		Y		S
	Reservoir Place	Route 128 Mass Turnpike MA		1		526,080		79.0	%		32.13		Y		S
	Reservoir Place North	Route 128 Mass Turnpike MA		1		73,258		100.0	%		28.45		N		S
	140 Kendrick Street	Route 128 Mass Turnpike MA		3		380,987		100.0	%		30.17		Y		S
	230 CityPoint	Route 128 Mass Turnpike MA		1		300,179		95.2	%		32.97		N		S
	77 CityPoint	Route 128 Mass Turnpike MA		1		209,707		100.0	%		42.16		N		S
(3)	Waltham Office Center	Route 128 Mass Turnpike MA		1		67,005		28.4	%		17.39		N		S
	195 West Street	Route 128 Mass Turnpike MA		1		63,500		100.0	%		37.31		N		S
	200 West Street	Route 128 Mass Turnpike MA		1		255,559		69.1	%		30.12		N		S
(2)	Weston Corporate Center	Route 128 Mass Turnpike MA		1		356,995		100.0	%		41.03		N		S
	Waltham Weston Corporate Center	Route 128 Mass Turnpike MA		1		306,789		64.1	%		31.90		N		S
	10 & 20 Burlington Mall Road	Route 128 Northwest MA		2		152,097		83.3	%		24.53		N		S
	Bedford Business Park	Route 128 Northwest MA		1		92,207		100.0	%		26.71		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		121,425		77.3	%		20.21		N		S
	92 Hayden Avenue	Route 128 Northwest MA		1		31,100		100.0	%		35.14		N		S
	100 Hayden Avenue	Route 128 Northwest MA		1		55,924		100.0	%		35.00		N		S
	33 Hayden Avenue	Route 128 Northwest MA		1		80,128		43.7	%		40.09		N		S
	Lexington Office Park	Route 128 Northwest MA		2		166,745		77.3	%		27.27		N		S
	191 Spring Street	Route 128 Northwest MA		1		158,900		100.0	%		30.09		N		S
	181 Spring Street	Route 128 Northwest MA		1		55,793		60.4	%		31.64		N		S
	201 Spring Street	Route 128 Northwest MA		1		106,300		100.0	%		34.14		N		S
	40 Shattuck Road	Route 128 Northwest MA		1		121,216		75.9	%		21.87		N		S
	Quorum Office Park	Route 128 Northwest MA		2		259,918		100.0	%		23.81		N		S

				46		11,203,327		88.9	%	$	42.98

Office/Technical
	Seven Cambridge Center	East Cambridge MA		1		231,028		100.0	%	$	84.68		N		CBD
	Fourteen Cambridge Center	East Cambridge MA		1		67,362		100.0	%		24.68		N		CBD
(3)	103 Fourth Avenue	Route 128 Mass Turnpike MA		1		62,476		58.5	%		8.50		N		S
	Bedford Business Park	Route 128 Northwest MA		2		379,711		69.9	%		19.92		N		S
	17 Hartwell Avenue	Route 128 Northwest MA		1		30,000		100.0	%		15.25		N		S
	164 Lexington Road	Route 128 Northwest MA		1		64,140		0.0	%		—		N		S

				7		834,717		75.5	%	$	43.28


		Total Greater Boston:		53		12,038,044		88.0	%	$	43.00

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

(2)	Not included in Same Property analysis.

(3)	Property held for redevelopment.

Boston Properties, Inc.

First Quarter 2011

In-Service Property Listing (continued)

as of March 31, 2011


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

Greater Washington, DC
Office
	Capital Gallery	Southwest Washington DC		1		622,306		100.0	%	$	48.37		N		CBD
	500 E Street, S. W.	Southwest Washington DC		1		248,336		100.0	%		44.13		N		CBD
	Metropolitan Square (51% ownership)	East End Washington DC		1		588,917		99.8	%		51.58		Y		CBD
	1301 New York Avenue	East End Washington DC		1		188,357		100.0	%		46.38		N		CBD
	Market Square North (50% ownership)	East End Washington DC		1		403,841		85.0	%		55.12		Y		CBD
	505 9th Street, N.W. (50% ownership)	East End Washington DC		1		321,943		100.0	%		61.88		Y		CBD
	901 New York Avenue (25% ownership)	East End Washington DC		1		539,229		99.8	%		59.27		Y		CBD
(2)	635 Massachusetts Avenue	East End Washington DC		1		211,000		100.0	%		28.31		N		CBD
	1333 New Hampshire Avenue	CBD Washington DC		1		315,371		100.0	%		49.31		N		CBD
	1330 Connecticut Avenue	CBD Washington DC		1		252,136		98.3	%		56.67		N		CBD
	Sumner Square	CBD Washington DC		1		208,665		93.7	%		45.52		Y		CBD
	Annapolis Junction (50% ownership)	Arundel County, MD		1		117,599		100.0	%		142.15		Y		S
	Montvale Center	Montgomery County MD		1		123,392		79.3	%		27.56		Y		S
	One Preserve Parkway	Montgomery County MD		1		183,734		76.7	%		36.74		N		S
	2600 Tower Oaks Boulevard	Montgomery County MD		1		178,865		87.8	%		37.91		N		S
	Wisconsin Place Office	Montgomery County MD		1		299,186		96.5	%		47.59		N		S
	Democracy Tower	Fairfax County VA		1		235,436		100.0	%		44.50		N		S
	Kingstowne One	Fairfax County VA		1		150,838		100.0	%		36.55		Y		S
	Kingstowne Two	Fairfax County VA		1		156,251		98.2	%		37.73		Y		S
	Kingstowne Retail	Fairfax County VA		1		88,288		100.0	%		33.72		Y		S
	One Freedom Square	Fairfax County VA		1		422,274		96.0	%		41.01		Y		S
	Two Freedom Square	Fairfax County VA		1		421,142		96.7	%		42.30		N		S
	One Reston Overlook	Fairfax County VA		1		317,614		58.8	%		32.07		N		S
	Two Reston Overlook	Fairfax County VA		1		134,615		96.3	%		31.24		N		S
	One and Two Discovery Square	Fairfax County VA		2		366,990		95.3	%		43.21		N		S
	New Dominion Technology Park - Building One	Fairfax County VA		1		235,201		100.0	%		33.17		Y		S
	New Dominion Technology Park - Building Two	Fairfax County VA		1		257,400		100.0	%		38.96		Y		S
	Reston Corporate Center	Fairfax County VA		2		261,046		100.0	%		34.57		N		S
	South of Market	Fairfax County VA		3		647,682		99.8	%		46.12		N		S
	12290 Sunrise Valley	Fairfax County VA		1		182,424		100.0	%		37.07		N		S
(2)	12300 Sunrise Valley	Fairfax County VA		1		255,244		100.0	%		44.99		N		S
(2)	12310 Sunrise Valley	Fairfax County VA		1		263,870		100.0	%		45.15		N		S

				36		9,199,192		96.0	%	$	46.45

Office/Technical
(2)	6601 Springfield Center Drive	Fairfax County VA		1		26,388		100.0	%	$	10.91		N		S
	7435 Boston Boulevard	Fairfax County VA		1		103,557		100.0	%		20.95		N		S
	7451 Boston Boulevard	Fairfax County VA		1		47,001		100.0	%		22.91		N		S
	7450 Boston Boulevard	Fairfax County VA		1		62,402		100.0	%		20.20		N		S
	7374 Boston Boulevard	Fairfax County VA		1		57,321		100.0	%		16.46		N		S
	8000 Grainger Court	Fairfax County VA		1		88,775		100.0	%		19.67		N		S
	7500 Boston Boulevard	Fairfax County VA		1		79,971		100.0	%		15.85		N		S
	7501 Boston Boulevard	Fairfax County VA		1		75,756		100.0	%		25.00		N		S
	7601 Boston Boulevard	Fairfax County VA		1		103,750		100.0	%		14.40		N		S
	7375 Boston Boulevard	Fairfax County VA		1		26,865		100.0	%		20.20		N		S
	8000 Corporate Court	Fairfax County VA		1		52,539		100.0	%		20.48		N		S
	7300 Boston Boulevard	Fairfax County VA		1		32,000		100.0	%		28.29		N		S

				12		756,325		100.0	%	$	19.39

		Total Greater Washington:		48		9,955,517		96.3	%	$	44.32

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

(2)	Property held for redevelopment.

Boston Properties, Inc.

First Quarter 2011

In-Service Property Listing (continued)

as of March 31, 2011


		Sub Market	Number of Buildings		Square Feet		Leased %			Annualized Revenue Per Leased SF (1)		Encumbered with secured debt (Y/N)		Central Business District (CBD) or Suburban (S)
Midtown Manhattan
Office
	599 Lexington Avenue	Park Avenue NY		1		1,043,649		98.3	%	$	80.24		Y		CBD
	601 Lexington Avenue	Park Avenue NY		1		1,629,685		97.9	%		82.85		Y		CBD
	399 Park Avenue	Park Avenue NY		1		1,707,476		98.8	%		80.86		N		CBD
	Times Square Tower	Times Square NY		1		1,244,694		98.1	%		70.32		N		CBD
	General Motors Building (60% ownership)	Plaza District NY		1		1,803,465		98.4	%		115.89		Y		CBD
	540 Madison Avenue (60% ownership)	Plaza District NY		1		288,945		98.0	%		100.67		Y		CBD
	125 West 55th Street (60% ownership)	Sixth/Rock Center NY		1		581,267		100.0	%		66.91		Y		CBD
	Two Grand Central Tower (60% ownership)	Grand Central District NY		1		649,934		74.2	%		57.18		Y		CBD

		Total Midtown Manhattan:		8		8,949,115		96.7	%	$	85.26


Princeton/East Brunswick, NJ
Office
	101 Carnegie Center	Princeton NJ		1		123,659		87.7	%	$	28.34		N		S
	104 Carnegie Center	Princeton NJ		1		102,830		92.0	%		32.97		N		S
	105 Carnegie Center	Princeton NJ		1		69,955		55.4	%		27.51		N		S
	201 Carnegie Center	Princeton NJ		—		6,500		100.0	%		30.48		N		S
	202 Carnegie Center	Princeton NJ		1		130,582		87.2	%		32.85		N		S
	206 Carnegie Center	Princeton NJ		1		161,763		100.0	%		33.40		N		S
	210 Carnegie Center	Princeton NJ		1		162,368		92.8	%		37.17		N		S
	211 Carnegie Center	Princeton NJ		1		47,025		100.0	%		32.34		N		S
	212 Carnegie Center	Princeton NJ		1		150,395		64.0	%		33.81		N		S
	214 Carnegie Center	Princeton NJ		1		150,774		75.1	%		32.63		N		S
	302 Carnegie Center	Princeton NJ		1		64,926		65.1	%		29.63		N		S
	502 Carnegie Center	Princeton NJ		1		118,120		81.0	%		35.24		N		S
	504 Carnegie Center	Princeton NJ		1		121,990		100.0	%		30.01		N		S
	506 Carnegie Center	Princeton NJ		1		145,213		100.0	%		33.62		N		S
	508 Carnegie Center	Princeton NJ		1		128,662		57.8	%		32.62		N		S
	510 Carnegie Center	Princeton NJ		1		234,160		100.0	%		29.11		N		S
	701 Carnegie Center	Princeton NJ		1		120,000		100.0	%		36.89		N		S

				16		2,038,922		86.6	%	$	32.59

	One Tower Center	East Brunswick NJ		1		414,648		47.2	%	$	30.63		N		S

				1		414,648		47.2	%	$	30.63

		Total Princeton/East Brunswick, NJ:		17		2,453,570		79.9	%	$	32.39


Greater San Francisco
Office
	Embarcadero Center One	CBD San Francisco CA		1		833,723		83.2	%	$	47.01		N		CBD
	Embarcadero Center Two	CBD San Francisco CA		1		779,768		97.2	%		50.99		N		CBD
	Embarcadero Center Three	CBD San Francisco CA		1		775,086		93.3	%		43.36		N		CBD
	Embarcadero Center Four	CBD San Francisco CA		1		936,782		96.0	%		62.90		Y		CBD

				4		3,325,359		92.5	%	$	51.71

	611 Gateway	South San Francisco CA		1		256,302		100.0	%	$	34.50		N		S
	601 and 651 Gateway	South San Francisco CA		2		506,224		96.2	%		33.31		N		S
	303 Almaden	San Jose CA		1		158,499		90.8	%		35.70		N		CBD
(2)	North First Business Park	San Jose CA		5		190,636		75.8	%		15.83		N		S
	3200 Zanker Road	San Jose CA		4		543,900		52.0	%		14.44		N		S

				13		1,655,561		79.4	%	$	27.82

		Total Greater San Francisco:		17		4,980,920		88.1	%	$	44.53

		Total In-Service Properties:		143		38,377,166		91.7	%	$	53.35

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

(2)	Property held for redevelopment.

Boston Properties, Inc.

First Quarter 2011

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION

TOP 20 TENANTS BY SQUARE FEET LEASED


					% of
	Tenant	Sq. Ft.			Portfolio

1	US Government		1,853,077	(1)		4.76%
2	Citibank		1,067,551	(2)		2.74%
3	Lockheed Martin		1,029,935			2.64%
4	Genentech		640,271			1.64%
5	Kirkland & Ellis		639,683	(3)		1.64%
6	Biogen		577,021			1.48%
7	Ropes & Gray		528,931			1.36%
8	O’Melveny & Myers		511,659			1.31%
9	Bain Capital		476,653			1.22%
10	Shearman & Sterling		472,808			1.21%
11	Manufacturers Investment (Manulife)		467,178			1.20%
12	Wellington Management		465,116			1.19%
13	Weil Gotshal Manges		444,982	(4)		1.14%
14	State Street Bank and Trust		408,552			1.05%
15	Microsoft		382,997			0.98%
16	Parametric Technology		380,987			0.98%
17	Finnegan Henderson Farabow		362,405	(5)		0.93%
18	Ann Taylor		338,942			0.87%
19	Oracle		314,773	(6)		0.81%
20	Accenture		310,312			0.80%

	Total % of Portfolio Square Feet					29.98%
	Total % of Portfolio Revenue					31.56%

Notable Signed Deals (7)


Tenant	Property	Sq. Ft.
Defense Intelligence Agency (US Government)	12300 & 12310 Sunrise Valley		523,000
Massachusetts Financial Services (MFS)	111 Huntington Avenue		279,000
Zoll Medical	Quorum Office Park		220,738
Hunton & Williams LLP	2200 Pennsylvania Avenue		189,806
McDermott Will & Emery	500 North Capital		171,000

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.

(1)	Includes 36,126, 92,620 & 104,874 square feet of space in properties in which Boston Properties has a 60%, 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 248,021 square feet of space in a property in which Boston Properties has a 51% interest.

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

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

(6)	Includes 21,200 square feet of space in a property in which Boston Properties has a 60% interest.

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

Boston Properties, Inc.

First Quarter 2011

IN-SERVICE OFFICE PROPERTIES

Lease Expirations (1) (2)


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

2011		1,726,841	$	81,756,339	$	47.34	$	81,834,967	$	47.39		4.91	%
2012		2,606,070		137,068,599		52.60		135,517,789		52.00		7.41	%
2013		1,775,365		74,528,246		41.98		75,910,179		42.76		5.05	%
2014		3,392,781		137,678,403		40.58		148,025,100		43.63		9.64	%
2015		3,157,904		155,068,326		49.10		166,736,293		52.80		8.97	%
2016		2,997,452		146,807,912		48.98		157,280,580		52.47		8.52	%
2017		3,242,847		215,495,338		66.45		230,781,238		71.17		9.22	%
2018		778,752		52,851,707		67.87		59,079,938		75.86		2.21	%
2019		2,973,677		170,349,917		57.29		189,866,549		63.85		8.45	%
2020		2,765,902		164,504,244		59.48		181,100,353		65.48		7.86	%
Thereafter (4)		7,162,107		414,120,851		57.82		497,920,885		69.52		20.35	%

Occupancy By Location (3)


	CBD						Suburban						Total
Location	31-Mar-11			31-Mar-10			31-Mar-11			31-Mar-10			31-Mar-11			31-Mar-10

Greater Boston		94.3	%		93.6	%		82.2	%		87.0	%		88.9	%		90.7	%
Greater Washington		97.9	%		98.4	%		94.6	%		95.1	%		96.0	%		96.5	%
Midtown Manhattan		96.7	%		96.2	%		n/a			n/a			96.7	%		96.2	%
Princeton/East Brunswick, NJ		n/a			n/a			79.9	%		81.6	%		79.9	%		81.6	%
Greater San Francisco		92.4	%		90.1	%		78.2	%		94.5	%		88.1	%		91.4	%

Total Portfolio		95.6	%		95.0	%		86.0	%		90.2	%		91.9	%		93.2	%

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

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

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

(4)	Includes 567,282 square feet of leased premised in properties under development.

Boston Properties, Inc.

First Quarter 2011

IN-SERVICE OFFICE/TECHNICAL PROPERTIES

Lease Expirations (1) (2)


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

2011		127,376	$	1,968,768	$	15.46	$	1,968,768	$	15.46		8.01	%
2012		185,359		4,019,394		21.68		4,072,188		21.97		11.65	%
2013		7,479		148,998		19.92		152,025		20.33		0.47	%
2014		258,020		4,711,617		18.26		4,906,369		19.02		16.22	%
2015		166,224		3,952,551		23.78		4,028,159		24.23		10.45	%
2016		225,532		19,104,955		84.71		19,104,955		84.71		14.18	%
2017		—		—		—		—		—		0.00	%
2018		—		—		—		—		—		0.00	%
2019		—		—		—		—		—		0.00	%
2020		263,457		4,959,767		18.83		5,038,655		19.13		16.56	%
Thereafter		137,321		2,540,659		18.50		2,759,844		20.10		8.63	%

Occupancy By Location


	CBD						Suburban						Total
Location	31-Mar-11			31-Mar-10			31-Mar-11			31-Mar-10			31-Mar-11			31-Mar-10

Greater Boston		100.0	%		100.0	%		61.9	%		61.5	%		75.5	%		75.3	%
Greater Washington		n/a			n/a			100.0	%		100.0	%		100.0	%		100.0	%
Midtown Manhattan		n/a			n/a			n/a			n/a			n/a			n/a
Princeton/East Brunswick, NJ		n/a			n/a			n/a			n/a			n/a			n/a
Greater San Francisco		n/a			n/a			n/a			n/a			n/a			n/a

Total Portfolio		100.0	%		100.0	%		84.2	%		84.0	%		87.2	%		87.0	%

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

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

Boston Properties, Inc.

First Quarter 2011

IN-SERVICE RETAIL PROPERTIES

Lease Expirations (1) (2)


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

2011		37,939	$	3,208,375	$	84.57	$	3,358,125	$	88.51		2.37	%
2012		129,833		6,884,560		53.03		6,992,532		53.86		8.12	%
2013		81,703		6,535,560		79.99		6,636,705		81.23		5.11	%
2014		53,904		5,165,742		95.83		5,369,874		99.62		3.37	%
2015		145,771		13,082,386		89.75		14,260,281		97.83		9.12	%
2016		173,586		21,588,128		124.37		22,676,033		130.63		10.86	%
2017		144,057		10,974,771		76.18		11,492,937		79.78		9.01	%
2018		234,696		10,861,453		46.28		11,465,597		48.85		14.68	%
2019		55,477		3,941,428		71.05		4,474,844		80.66		3.47	%
2020		87,538		4,459,673		50.95		5,162,495		58.97		5.48	%
Thereafter		454,155		28,005,090		61.66		34,357,510		75.65		28.41	%

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

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

Boston Properties, Inc.

First Quarter 2011

GRAND TOTAL OF ALL

IN-SERVICE PROPERTIES

Lease Expirations (1) (2)


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

2011		1,892,156	$	86,933,482	$	45.94	$	87,161,860	$	46.06		4.9	%
2012		2,921,262		147,972,554		50.65		146,582,509		50.18		7.6	%
2013		1,864,547		81,212,804		43.56		82,698,909		44.35		4.9	%
2014		3,704,705		147,555,762		39.83		158,301,344		42.73		9.7	%
2015		3,469,899		172,103,263		49.60		185,024,733		53.32		9.0	%
2016		3,396,570		187,500,995		55.20		199,061,568		58.61		8.9	%
2017		3,386,904		226,470,109		66.87		242,274,174		71.53		8.8	%
2018		1,013,448		63,713,159		62.87		70,545,535		69.61		2.6	%
2019		3,029,154		174,291,345		57.54		194,341,393		64.16		7.9	%
2020		3,116,897		173,923,685		55.80		191,301,503		61.38		8.1	%
Thereafter (3)		7,753,583		444,666,599		57.35		535,038,239		69.01		20.2	%

Occupancy By Location


	CBD						Suburban						Total
Location	31-Mar-11			31-Mar-10			31-Mar-11			31-Mar-10			31-Mar-11			31-Mar-10

Greater Boston		94.6	%		94.0	%		80.3	%		83.8	%		88.0	%		89.2	%
Greater Washington		97.9	%		98.4	%		95.2	%		95.7	%		96.3	%		96.8	%
Midtown Manhattan		96.7	%		96.2	%		n/a			n/a			96.7	%		96.2	%
Princeton/East Brunswick, NJ		n/a			n/a			79.9	%		81.6	%		79.9	%		81.6	%
Greater San Francisco		92.4	%		90.1	%		78.2	%		94.5	%		88.1	%		91.4	%

Total Portfolio		95.6	%		95.1	%		85.8	%		89.6	%		91.7	%		92.9	%

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

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

(3)	Includes 567,282 square feet of leased premised in properties under development.

Boston Properties, Inc.

First Quarter 2011

IN-SERVICE GREATER BOSTON PROPERTIES

Lease Expirations - Greater Boston (1) (2)


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

2011		449,704	$	14,218,261	$	31.62	$	14,218,261	$	31.62			36,528	$	310,552	$	8.50	$	310,552	$	8.50
2012		769,601		29,448,546		38.26		29,711,033		38.61			67,362		1,662,567		24.68		1,662,567		24.68
2013		704,978		29,821,344		42.30		30,366,432		43.07			—		—		—		—		—
2014		1,091,901		41,304,495		37.83		42,878,635		39.27			30,000		457,500		15.25		457,500		15.25
2015		1,387,554		60,502,350		43.60		63,019,168		45.42			—		—		—		—		—
2016		668,386		24,264,403		36.30		26,133,844		39.10			225,532		19,104,955		84.71		19,104,955		84.71
2017		436,359		18,088,141		41.45		20,087,593		46.03			—		—		—		—		—
2018		153,230		7,893,807		51.52		8,858,990		57.81			—		—		—		—		—
2019		633,550		28,236,553		44.57		30,640,788		48.36			—		—		—		—		—
2020		212,859		9,464,467		44.46		10,450,406		49.10			183,486		3,692,227		20.12		3,771,115		20.55
Thereafter		3,135,126		149,317,442		47.63		176,833,386		56.40	(5)		80,000		1,597,024		19.96		1,837,024		22.96

	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

2011		13,220	$	2,255,267	$	170.60	$	2,405,017	$	181.92	(3)		499,452	$	16,784,080	$	33.60	$	16,933,830	$	33.90
2012		68,800		3,415,521		49.64		3,392,721		49.31			905,763		34,526,634		38.12		34,766,321		38.38
2013		31,392		3,616,965		115.22		3,642,365		116.03			736,370		33,438,309		45.41		34,008,797		46.18
2014		16,494		2,331,679		141.37		2,380,050		144.30			1,138,395		44,093,674		38.73		45,716,185		40.16
2015		73,046		5,469,192		74.87		5,555,314		76.05			1,460,600		65,971,542		45.17		68,574,481		46.95
2016		15,595		1,826,601		117.13		1,889,474		121.16			909,513		45,195,959		49.69		47,128,273		51.82	(4)
2017		44,699		2,700,811		60.42		2,867,296		64.15			481,058		20,788,952		43.22		22,954,889		47.72
2018		173,629		7,649,295		44.06		7,880,710		45.39			326,859		15,543,102		47.55		16,739,699		51.21
2019		16,025		2,027,676		126.53		2,258,974		140.97			649,575		30,264,229		46.59		32,899,762		50.65
2020		52,089		2,993,195		57.46		3,473,958		66.69			448,434		16,149,889		36.01		17,695,478		39.46
Thereafter		219,376		8,942,244		40.76		10,292,422		46.92			3,434,502		159,856,710		46.54		188,962,831		55.02	(5)

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

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

(3)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $88.24 per square foot and $88.24 per square foot, respectively, in 2011.

(4)	Includes 225,532 square feet of research/laboratory space, excluding the research/laboratory space current and future expiring rents would be $37.89 per square foot and $40.74 per square foot, respectively, in 2016.

(5)	Includes 495,789 square feet of leased premised in properties under development.

Boston Properties, Inc.

First Quarter 2011

IN-SERVICE GREATER BOSTON PROPERTIES

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


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

Q1 2011		3,246	$	78,540	$	24.20	$	78,540	$	24.20			—	$	—	$	—	$	—	$	—
Q2 2011		183,716		5,550,522		30.21		5,550,522		30.21			—		—		—		—		—
Q3 2011		141,315		5,022,809		35.54		5,022,809		35.54			36,528		310,552		8.50		310,552		8.50
Q4 2011		121,427		3,566,390		29.37		3,566,390		29.37			—		—		—		—		—

Total 2011		449,704	$	14,218,261	$	31.62	$	14,218,261	$	31.62			36,528	$	310,552.32	$	8.50	$	310,552.32	$	8.50


Q1 2012		177,620	$	6,876,683	$	38.72	$	6,930,767	$	39.02			—	$	—	$	—	$	—	$	—
Q2 2012		192,854		8,162,522		42.32		8,250,801		42.78			—		—		—		—		—
Q3 2012		123,951		4,122,939		33.26		4,186,591		33.78			—		—		—		—		—
Q4 2012		275,176		10,286,402		37.38		10,342,874		37.59			67,362		1,662,567		24.68		1,662,567		24.68

Total 2012		769,601	$	29,448,546	$	38.26	$	29,711,033	$	38.61			67,362	$	1,662,567	$	24.68	$	1,662,567	$	24.68


	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 2011		—	$	—	$	—	$	—	$	—			3,246	$	78,540	$	24.20	$	78,540	$	24.20
Q2 2011		1,756		556,732		317.05		573,532		326.61			185,472		6,107,254		32.93		6,124,054		33.02
Q3 2011		7		346,200		49,457.13		405,150		57,878.55			177,850		5,679,561		31.93		5,738,511		32.27
Q4 2011		11,457		1,352,335		118.04		1,426,335		124.49			132,884		4,918,725		37.02		4,992,725		37.57

Total 2011		13,220	$	2,255,267	$	170.60	$	2,405,017	$	181.92	(3)		499,452	$	16,784,080	$	33.60	$	16,933,830	$	33.90


Q1 2012		10,468	$	1,666,927	$	159.24	$	1,644,127	$	157.06			188,088	$	8,543,609	$	45.42	$	8,574,894	$	45.59
Q2 2012		56,582		1,438,539		25.42		1,438,539		25.42			249,436		9,601,062		38.49		9,689,341		38.84
Q3 2012		—		—		—		—		—			123,951		4,122,939		33.26		4,186,591		33.78
Q4 2012		1,750		310,055		177.17		310,055		177.17			344,288		12,259,024		35.61		12,315,496		35.77

Total 2012		68,800	$	3,415,521	$	49.64	$	3,392,721	$	49.31			905,763	$	34,526,634	$	38.12	$	34,766,321	$	38.38

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

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

(3)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $88.24 per square foot and $88.24 per square foot, respectively, in 2011.

Boston Properties, Inc.

First Quarter 2011

IN-SERVICE GREATER WASHINGTON PROPERTIES

Lease Expirations - Greater Washington (1) (2)


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

2011		434,820	$	19,791,385	$	45.52	$	19,761,052	$	45.45	(3)(4)		90,848	$	1,658,216	$	18.25	$	1,658,216	$	18.25
2012		1,072,985		56,023,756		52.21		54,010,538		50.34	(3)(5)		117,997		2,356,827		19.97		2,409,621		20.42
2013		176,073		9,250,534		52.54		9,512,241		54.02	(3)		7,479		148,998		19.92		152,025		20.33
2014		1,022,657		40,502,091		39.60		47,878,683		46.82			228,020		4,254,117		18.66		4,448,869		19.51
2015		699,706		31,011,636		44.32		33,940,719		48.51			166,224		3,952,551		23.78		4,028,159		24.23
2016		539,623		20,748,214		38.45		23,526,022		43.60			—		—		—		—		—
2017		861,565		46,266,618		53.70		49,289,746		57.21			—		—		—		—		—
2018		370,359		18,231,783		49.23		21,313,211		57.55			—		—		—		—		—
2019		1,092,083		52,459,089		48.04		61,454,190		56.27			—		—		—		—		—
2020		798,175		31,818,231		39.86		37,119,486		46.51			79,971		1,267,540		15.85		1,267,540		15.85
Thereafter		1,489,782		75,124,278		50.43		94,019,556		63.11	(6)		57,321		943,635		16.46		922,820		16.10

	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

2011		2,791	$	111,722	$	40.03	$	111,722	$	40.03			528,459	$	21,561,323	$	40.80	$	21,530,990	$	40.74	(4)
2012		6,384		398,170		62.37		405,391		63.50			1,197,366		58,778,754		49.09		56,825,550		47.46	(5)
2013		8,207		411,160		50.10		429,866		52.38			191,759		9,810,692		51.16		10,094,132		52.64
2014		12,053		642,762		53.33		679,433		56.37			1,262,730		45,398,970		35.95		53,006,985		41.98
2015		28,947		1,393,622		48.14		1,444,727		49.91			894,877		36,357,809		40.63		39,413,605		44.04
2016		22,769		1,114,094		48.93		1,243,743		54.62			562,392		21,862,308		38.87		24,769,765		44.04
2017		24,412		1,077,230		44.13		1,163,965		47.68			885,977		47,343,849		53.44		50,453,712		56.95
2018		44,148		2,348,290		53.19		2,643,421		59.88			414,507		20,580,073		49.65		23,956,632		57.80
2019		29,933		1,267,384		42.34		1,433,507		47.89			1,122,016		53,726,473		47.88		62,887,696		56.05
2020		17,495		780,272		44.60		900,678		51.48			895,641		33,866,043		37.81		39,287,705		43.87
Thereafter		138,992		6,069,529		43.67		7,600,894		54.69			1,686,095		82,137,442		48.71		102,543,270		60.82	(6)

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

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

(3)

Includes 114,740 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from 2011,2012 and 2013, the current and future expiring rental rate would be $37.71 per square foot and $39.71 per square foot, respectively, for 2011, $39.77 per square foot and $40.21 per square foot for 2012 and $38.06 per square foot and $39.46 per square foot, respectively, for 2013.

(4)	Includes 263,870 square feet of space to be taken out of service for redevelopment, see page 47 for further details.

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

(6)	Includes 71,493 square feet of leased premised in properties under development.

Boston Properties, Inc.

First Quarter 2011

IN-SERVICE GREATER WASHINGTON PROPERTIES

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


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

Q1 2011		5,585	$	223,400	$	40.00	$	223,400	$	40.00			—	$	—	$	—	$	—	$	—
Q2 2011		118,358		5,528,027		46.71		5,543,233		46.83			—		—		—		—		—
Q3 2011		270,964		12,229,856		45.13		12,229,856		45.13			59,788		979,842		16.39		979,842		16.39
Q4 2011		39,913		1,810,101		45.35		1,764,562		44.21			31,060		678,374		21.84		678,374		21.84

Total 2011		434,820	$	19,791,385	$	45.52	$	19,761,052	$	45.45	(3)		90,848	$	1,658,216	$	18.25	$	1,658,216	$	18.25


Q1 2012		228,310	$	9,007,973	$	39.46	$	9,147,973	$	40.07			13,408	$	286,790	$	21.39	$	286,790	$	21.39
Q2 2012		655,653		38,609,696		58.89		36,236,045		55.27			—		—		—		—		—
Q3 2012		82,923		3,195,752		38.54		3,220,443		38.84			52,050		994,140		19.10		994,140		19.10
Q4 2012		106,099		5,210,335		49.11		5,406,078		50.95			52,539		1,075,898		20.48		1,128,691		21.48

Total 2012		1,072,985	$	56,023,756	$	52.21	$	54,010,538	$	50.34	(4)		117,997	$	2,356,827	$	19.97	$	2,409,621	$	20.42


	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 2011		—	$	—	$	—	$	—	$	—			5,585	$	223,400	$	40.00	$	223,400	$	40.00
Q2 2011		—		—		—		—		—			118,358		5,528,027		46.71		5,543,233		46.83
Q3 2011		—		—		—		—		—			330,752		13,209,698		39.94		13,209,698		39.94
Q4 2011		2,791		111,722		40.03		111,722		40.03			73,764		2,600,197		35.25		2,554,658		34.63

Total 2011		2,791	$	111,722	$	40.03	$	111,722	$	40.03			528,459	$	21,561,323	$	40.80	$	21,530,990	$	40.74	(5)


Q1 2012		585	$	21,882	$	37.41	$	21,882	$	37.41			242,303	$	9,316,645	$	38.45	$	9,456,645	$	39.03
Q2 2012		1,334		74,504		55.85		76,179		57.11			656,987		38,684,200		58.88		36,312,224		55.27
Q3 2012		—		—		—		—		—			134,973		4,189,892		31.04		4,214,582		31.23
Q4 2012		4,465		301,784		67.59		307,330		68.83			163,103		6,588,017		40.39		6,842,099		41.95

Total 2012		6,384	$	398,170	$	62.37	$	405,391	$	63.50			1,197,366	$	58,778,754	$	49.09	$	56,825,550	$	47.46	(6)

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

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

(3)	Includes 38,376 square feet of Sensitive Compartmented Information Facility (SCIF) space, excluding the SCIF space current and future expiring rents would be $39.71 per square foot and $39.71 per square foot, respectively, in 2011.

(4)	Includes 52,024 square feet of Sensitive Compartmented Information Facility (SCIF) space, excluding the SCIF space current and future expiring rents would be $39.77 per square foot and $40.21 per square foot, respectively, in 2012.

(5)	Includes 263,870 square feet of space to be taken out of service for redevelopment, see page 47 for further details.

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

Boston Properties, Inc.

First Quarter 2011

IN-SERVICE GREATER SAN FRANCISCO PROPERTIES

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


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

2011		484,400	$	27,934,352	$	57.67	$	28,052,410	$	57.91		—	$	—	$	—	$	—	$	—
2012		277,828		14,244,796		51.27		14,361,855		51.69		—		—		—		—		—
2013		516,673		14,529,247		28.12		15,015,287		29.06		—		—		—		—		—
2014		376,699		15,499,111		41.14		16,044,693		42.59		—		—		—		—		—
2015		491,849		19,077,400		38.79		20,626,695		41.94		—		—		—		—		—
2016		982,452		41,399,725		42.14		43,403,282		44.18		—		—		—		—		—
2017		291,684		12,567,287		43.09		13,492,320		46.26		—		—		—		—		—
2018		58,268		3,588,689		61.59		3,994,747		68.56		—		—		—		—		—
2019		80,697		3,552,992		44.03		3,875,780		48.03		—		—		—		—		—
2020		455,830		26,431,944		57.99		28,231,202		61.93		—		—		—		—		—
Thereafter		100,909		3,854,093		38.19		4,866,291		48.22		—		—		—		—		—

	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

2011		18,815	$	211,542	$	11.24	$	211,542	$	11.24		503,215	$	28,145,895	$	55.93	$	28,263,952	$	56.17
2012		52,345		2,856,700		54.57		2,976,298		56.86		330,173		17,101,496		51.80		17,338,153		52.51
2013		40,422		2,328,313		57.60		2,376,113		58.78		557,095		16,857,559		30.26		17,391,400		31.22
2014		14,339		831,560		57.99		857,077		59.77		391,038		16,330,672		41.76		16,901,770		43.22
2015		33,790		1,823,156		53.96		1,901,270		56.27		525,639		20,900,556		39.76		22,527,965		42.86
2016		31,596		1,517,905		48.04		1,573,800		49.81		1,014,048		42,917,630		42.32		44,977,082		44.35
2017		13,153		732,449		55.69		788,316		59.93		304,837		13,299,736		43.63		14,280,635		46.85
2018		16,919		863,868		51.06		941,466		55.65		75,187		4,452,556		59.22		4,936,213		65.65
2019		5,642		296,952		52.63		345,624		61.26		86,339		3,849,944		44.59		4,221,404		48.89
2020		13,451		461,231		34.29		507,188		37.71		469,281		26,893,175		57.31		28,738,390		61.24
Thereafter		738		31,734		43.00		34,686		47.00		101,647		3,885,827		38.23		4,900,977		48.22

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

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

Boston Properties, Inc.

First Quarter 2011

IN-SERVICE GREATER SAN FRANCISCO PROPERTIES

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


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

Q1 2011		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2011		40,117		1,780,721		44.39		1,780,721		44.39		—		—		—		—		—
Q3 2011		132,021		11,423,865		86.53		11,423,865		86.53		—		—		—		—		—
Q4 2011		312,262		14,729,767		47.17		14,847,824		47.55		—		—		—		—		—

Total 2011		484,400	$	27,934,352	$	57.67	$	28,052,410	$	57.91		—	$	—	$	—	$	—	$	—


Q1 2012		81,006	$	4,835,794	$	59.70	$	4,841,123	$	59.76		—	$	—	$	—	$	—	$	—
Q2 2012		13,764		608,348		44.20		616,656		44.80		—		—		—		—		—
Q3 2012		112,790		5,576,262		49.44		5,630,001		49.92		—		—		—		—		—
Q4 2012		70,268		3,224,392		45.89		3,274,074		46.59		—		—		—		—		—

Total 2012		277,828	$	14,244,796	$	51.27	$	14,361,855	$	51.69		—	$	—	$	—	$	—	$	—


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

Q1 2011		420	$	17,000	$	40.48	$	17,000	$	40.48		420	$	17,000	$	40.48	$	17,000	$	40.48
Q2 2011		—		—		—		—		—		40,117		1,780,721		44.39		1,780,721		44.39
Q3 2011		180		27,073		150.41		27,073		150.41		132,201		11,450,938		86.62		11,450,938		86.62
Q4 2011		18,215		167,469		9.19		167,469		9.19		330,477		14,897,236		45.08		15,015,294		45.44

Total 2011		18,815	$	211,542	$	11.24	$	211,542	$	11.24		503,215	$	28,145,895	$	55.93	$	28,263,952	$	56.17


Q1 2012		13,902	$	1,024,372	$	73.69	$	1,024,372	$	73.69		94,908	$	5,860,167	$	61.75	$	5,865,496		61.80
Q2 2012		6,367		408,701		64.19		435,820		68.45		20,131		1,017,048		50.52		1,052,476		52.28
Q3 2012		11,005		852,935		77.50		940,080		85.42		123,795		6,429,197		51.93		6,570,082		53.07
Q4 2012		21,071		570,692		27.08		576,026		27.34		91,339		3,795,084		41.55		3,850,100		42.15

Total 2012		52,345	$	2,856,700	$	54.57	$	2,976,298	$	56.86		330,173	$	17,101,496	$	51.80	$	17,338,153	$	52.51

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

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

Boston Properties, Inc.

First Quarter 2011

IN-SERVICE MIDTOWN MANHATTAN PROPERTIES

Lease Expirations - Midtown Manhattan (1) (2)


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

2011		150,001	$	12,594,588	$	83.96	$	12,597,960	$	83.99		—	$	—	$	—	$	—	$	—
2012		435,136		35,633,099		81.89		35,715,962		82.08		—		—		—		—		—
2013		143,315		13,019,058		90.84		13,040,046		90.99		—		—		—		—		—
2014		203,521		17,364,100		85.32		17,593,620		86.45		—		—		—		—		—
2015		388,211		38,624,968		99.49		42,943,331		110.62		—		—		—		—		—
2016		737,905		58,167,829		78.83		61,857,263		83.83		—		—		—		—		—
2017		1,505,359		133,585,721		88.74		142,671,607		94.78		—		—		—		—		—
2018		185,992		22,829,418		122.74		24,572,271		132.11		—		—		—		—		—
2019		1,018,587		82,025,483		80.53		88,924,552		87.30		—		—		—		—		—
2020		1,299,038		96,789,602		74.51		105,299,259		81.06		—		—		—		—		—
Thereafter		2,260,833		179,596,783		79.44		215,240,201		95.20		—		—		—		—		—

	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

2011		3,113	$	629,843	$	202.33	$	629,843	$	202.33		153,114	$	13,224,432	$	86.37	$	13,227,803	$	86.39
2012		2,304		214,169		92.96		218,122		94.67		437,440		35,847,268		81.95		35,934,083		82.15
2013		1,682		179,122		106.49		188,360		111.99		144,997		13,198,180		91.02		13,228,405		91.23
2014		11,018		1,359,740		123.41		1,453,314		131.90		214,539		18,723,841		87.27		19,046,934		88.78
2015		9,988		4,396,416		440.17		5,358,970		536.54		398,199		43,021,384		108.04		48,302,301		121.30
2016		103,626		17,129,528		165.30		17,969,015		173.40		841,531		75,297,357		89.48		79,826,279		94.86
2017		61,793		6,464,280		104.61		6,673,359		108.00		1,567,152		140,050,001		89.37		149,344,967		95.30
2018		—		—		—		—		—		185,992		22,829,418		122.74		24,572,271		132.11
2019		3,877		349,416		90.13		436,740		112.65		1,022,464		82,374,899		80.57		89,361,291		87.40
2020		4,503		224,976		49.96		280,671		62.33		1,303,541		97,014,578		74.42		105,579,929		80.99
Thereafter		95,049		12,961,583		136.37		16,429,508		172.85		2,355,882		192,558,366		81.74		231,669,709		98.34

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

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

Boston Properties, Inc.

First Quarter 2011

IN-SERVICE MIDTOWN MANHATTAN PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL

Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2011		8,618	$	618,839	$	71.81	$	618,839	$	71.81		—	$	—	$	—	$	—	$	—
Q2 2011		54,381		3,973,149		73.06		3,976,520		73.12		—		—		—		—		—
Q3 2011		35,173		2,386,542		67.85		2,386,542		67.85		—		—		—		—		—
Q4 2011		51,829		5,616,059		108.36		5,616,059		108.36		—		—		—		—		—

Total 2011		150,001	$	12,594,588	$	83.96	$	12,597,960	$	83.99		—	$	—	$	—	$	—	$	—

Q1 2012		28,130	$	1,831,760	$	65.12	$	1,831,760	$	65.12		—	$	—	$	—	$	—	$	—
Q2 2012		175,905		11,641,494		66.18		11,724,356		66.65		—		—		—		—		—
Q3 2012		200,347		19,704,289		98.35		19,704,289		98.35		—		—		—		—		—
Q4 2012		30,754		2,455,557		79.85		2,455,557		79.85		—		—		—		—		—

Total 2012		435,136	$	35,633,099	$	81.89	$	35,715,962	$	82.08		—	$	—	$	—	$	—	$	—


	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 2011		—	$	—	$	—	$	—	$	—		8,618	$	618,839	$	71.81	$	618,839	$	71.81
Q2 2011		1,200		167,840		139.87		167,840		139.87		55,581		4,140,989		74.50		4,144,360		74.56
Q3 2011		1,605		438,003		272.90		438,003		272.90		36,778		2,824,545		76.80		2,824,545		76.80
Q4 2011		308		24,000		77.92		24,000		77.92		52,137		5,640,059		108.18		5,640,059		108.18

Total 2011		3,113	$	629,843	$	202.33	$	629,843	$	202.33		153,114	$	13,224,432	$	86.37	$	13,227,803	$	86.39

Q1 2012		1,300	$	114,000	$	87.69	$	114,000	$	87.69		29,430	$	1,945,760	$	66.11	$	1,945,760	$	66.11
Q2 2012		243		48,851		201.03		51,251		210.91		176,148		11,690,344		66.37		11,775,607		66.85
Q3 2012		350		24,808		70.88		24,808		70.88		200,697		19,729,097		98.30		19,729,097		98.30
Q4 2012		411		26,511		64.50		28,063		68.28		31,165		2,482,067		79.64		2,483,620		79.69

Total 2012		2,304	$	214,169	$	92.96	$	218,122	$	94.67		437,440	$	35,847,268	$	81.95	$	35,934,083	$	82.15

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

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

Boston Properties, Inc.

First Quarter 2011

IN-SERVICE PRINCETON/EAST BRUNSWICK PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL

Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2011		207,916	$	7,217,753	$	34.71	$	7,205,284	$	34.65		—	$	—	$	—	$	—	$	—
2012		50,520		1,718,402		34.01		1,718,402		34.01		—		—		—		—		—
2013		234,326		7,908,063		33.75		7,976,174		34.04		—		—		—		—		—
2014		698,003		23,008,605		32.96		23,629,470		33.85		—		—		—		—		—
2015		190,584		5,851,972		30.71		6,206,381		32.57		—		—		—		—		—
2016		69,086		2,227,742		32.25		2,360,169		34.16		—		—		—		—		—
2017		147,880		4,987,571		33.73		5,239,971		35.43		—		—		—		—		—
2018		10,903		308,010		28.25		340,719		31.25		—		—		—		—		—
2019		148,760		4,075,800		27.40		4,971,240		33.42		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
Thereafter		175,457		6,228,255		35.50		6,961,451		39.68		—		—		—		—		—

	Retail										Total Property Types

Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2011		—	$	—	$	—	$	—	$	—		207,916	$	7,217,753	$	34.71	$	7,205,284	$	34.65
2012		—		—		—		—		—		50,520		1,718,402		34.01		1,718,402		34.01
2013		—		—		—		—		—		234,326		7,908,063		33.75		7,976,174		34.04
2014		—		—		—		—		—		698,003		23,008,605		32.96		23,629,470		33.85
2015		—		—		—		—		—		190,584		5,851,972		30.71		6,206,381		32.57
2016		—		—		—		—		—		69,086		2,227,742		32.25		2,360,169		34.16
2017		—		—		—		—		—		147,880		4,987,571		33.73		5,239,971		35.43
2018		—		—		—		—		—		10,903		308,010		28.25		340,719		31.25
2019		—		—		—		—		—		148,760		4,075,800		27.40		4,971,240		33.42
2020		—		—		—		—		—		—		—		—		—		—
Thereafter		—		—		—		—		—		175,457		6,228,255		35.50		6,961,451		39.68
		—		—		—		—		—

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

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

Boston Properties, Inc.

First Quarter 2011

IN-SERVICE PRINCETON/EAST BRUNSWICK PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL

Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2011		7,605	$	248,731	$	32.71	$	248,731	$	32.71		—	$	—	$	—	$	—	$	—
Q2 2011		5,623		194,264		34.55		194,264		34.55		—		—		—		—		—
Q3 2011		117,093		4,128,063		35.25		4,115,595		35.15		—		—		—		—		—
Q4 2011		77,595		2,646,694		34.11		2,646,694		34.11		—		—		—		—		—

Total 2011		207,916	$	7,217,753	$	34.71	$	7,205,284	$	34.65		—	$	—	$	—	$	—	$	—

Q1 2012		5,500	$	194,260	$	35.32	$	194,260	$	35.32		—	$	—	$	—	$	—	$	—
Q2 2012		36,120		1,219,467		33.76		1,219,467		33.76		—		—		—		—		—
Q3 2012		8,024		277,737		34.61		277,737		34.61		—		—		—		—		—
Q4 2012		876		26,937		30.75		26,937		30.75		—		—		—		—		—

Total 2012		50,520	$	1,718,402	$	34.01	$	1,718,402	$	34.01		—	$	—	$	—	$	—	$	—


	Retail										Total Property Types

Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2011		—	$	—	$	—	$	—	$	—		7,605	$	248,731	$	32.71	$	248,731	$	32.71
Q2 2011		—		—		—		—		—		5,623		194,264		34.55		194,264		34.55
Q3 2011		—		—		—		—		—		117,093		4,128,063		35.25		4,115,595		35.15
Q4 2011		—		—		—		—		—		77,595		2,646,694		34.11		2,646,694		34.11

Total 2011		—	$	—	$	—	$	—	$	—		207,916	$	7,217,753	$	34.71	$	7,205,284	$	34.65

Q1 2012		—	$	—	$	—	$	—	$	—		5,500	$	194,260	$	35.32	$	194,260	$	35.32
Q2 2012		—		—		—		—		—		36,120		1,219,467		33.76		1,219,467		33.76
Q3 2012		—		—		—		—		—		8,024		277,737		34.61		277,737		34.61
Q4 2012		—		—		—		—		—		876		26,937		30.75		26,937		30.75

Total 2012		—	$	—	$	—	$	—	$	—		50,520	$	1,718,402	$	34.01	$	1,718,402	$	34.01

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

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

Boston Properties, Inc.

First Quarter 2011

CBD PROPERTIES

Lease Expirations (1) (2)


	Greater Boston											Greater Washington

Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2011		141,335	$	8,107,214	$	57.36	$	8,256,964	$	58.42	(3)		44,591	$	2,423,182	$	54.34	$	2,423,182	$	54.34
2012		334,779		15,562,770		46.49		15,560,420		46.48			188,789		8,444,134		44.73		8,496,182		45.00
2013		383,745		22,049,954		57.46		22,297,863		58.11			37,315		1,879,051		50.36		1,966,140		52.69
2014		863,738		35,788,476		41.43		37,132,986		42.99			569,552		23,132,006		40.61		29,385,588		51.59
2015		872,972		48,762,474		55.86		49,521,927		56.73			344,777		19,293,237		55.96		20,653,379		59.90
2016		462,728		30,875,000		66.72		31,259,763		67.56	(4)		60,856		2,941,887		48.34		3,308,604		54.37
2017		219,613		12,682,314		57.75		14,481,964		65.94			782,697		43,068,075		55.03		45,441,253		58.06
2018		302,322		14,704,331		48.64		15,802,772		52.27			93,634		5,735,911		61.26		6,483,629		69.24
2019		384,772		19,417,698		50.47		21,084,845		54.80			697,262		36,526,310		52.39		44,718,092		64.13
2020		264,948		12,457,662		47.02		13,924,364		52.56			222,355		9,218,009		41.46		11,402,429		51.28
Thereafter		2,358,591		125,956,375		53.40		151,473,744		64.22	(5)		843,941		46,848,524		55.51		59,302,505		70.27	(6)

	New York											San Francisco

Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2011		153,114	$	13,224,432	$	86.37	$	13,227,803	$	86.39			310,273	$	22,765,695	$	73.37	$	22,883,753	$	73.75
2012		437,440		35,847,268		81.95		35,934,083		82.15			291,630		15,765,098		54.06		15,971,395		54.77
2013		144,997		13,198,180		91.02		13,228,405		91.23			244,808		11,884,176		48.54		12,140,445		49.59
2014		214,539		18,723,841		87.27		19,046,934		88.78			231,421		10,824,274		46.77		11,108,061		48.00
2015		398,199		43,021,384		108.04		48,302,301		121.30			282,824		13,108,167		46.35		13,835,726		48.92
2016		841,531		75,297,357		89.48		79,826,279		94.86			885,660		39,663,293		44.78		41,304,750		46.64
2017		1,567,152		140,050,001		89.37		149,344,967		95.30			211,316		10,104,274		47.82		10,465,087		49.52
2018		185,992		22,829,418		122.74		24,572,271		132.11			75,187		4,452,556		59.22		4,936,213		65.65
2019		1,022,464		82,374,899		80.57		89,361,291		87.40			86,339		3,849,944		44.59		4,221,404		48.89
2020		1,303,541		97,014,578		74.42		105,579,929		80.99			469,281		26,893,175		57.31		28,738,390		61.24
Thereafter		2,355,882		192,558,366		81.74		231,669,709		98.34			101,647		3,885,827		38.23		4,900,977		48.22

	Princeton/East Brunswick											Other

Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2011		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
2012		—		—		—		—		—			—		—		—		—		—
2013		—		—		—		—		—			—		—		—		—		—
2014		—		—		—		—		—			—		—		—		—		—
2015		—		—		—		—		—			—		—		—		—		—
2016		—		—		—		—		—			—		—		—		—		—
2017		—		—		—		—		—			—		—		—		—		—
2018		—		—		—		—		—			—		—		—		—		—
2019		—		—		—		—		—			—		—		—		—		—
2020		—		—		—		—		—			—		—		—		—		—
Thereafter		—		—		—		—		—			—		—		—		—		—

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

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

(3)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $49.65 per square foot and $49.65 per square foot, respectively, in 2011.

(4)	Includes 225,532 square feet of research/laboratory space. Excluding the research/laboratory space, current and future expiring rents would be $49.15 per square foot and $50.81 per square foot, respectively, in 2016.

(5)	Includes 495,789 square feet of leased premised in properties under development.

(6)	Includes 71,493 square feet of leased premised in properties under development.

Boston Properties, Inc.

First Quarter 2011

SUBURBAN PROPERTIES

Lease Expirations (1) (2)


	Greater Boston										Greater Washington

Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2011		358,117	$	8,676,866	$	24.23	$	8,676,866	$	24.23		483,868	$	19,138,140	$	39.55	$	19,107,808	$	39.49	(3)(4)
2012		570,984		18,963,864		33.21		19,205,901		33.64		1,008,577		50,334,620		49.91		48,329,368		47.92	(3)(5)
2013		352,625		11,388,356		32.30		11,710,934		33.21		154,444		7,931,641		51.36		8,127,992		52.63	(3)
2014		274,657		8,305,198		30.24		8,583,199		31.25		693,178		22,266,964		32.12		23,621,398		34.08
2015		587,628		17,209,068		29.29		19,052,554		32.42		550,100		17,064,573		31.02		18,760,226		34.10
2016		446,785		14,320,959		32.05		15,868,510		35.52		501,536		18,920,421		37.72		21,461,161		42.79
2017		261,445		8,106,638		31.01		8,472,926		32.41		103,280		4,275,774		41.40		5,012,459		48.53
2018		24,537		838,771		34.18		936,928		38.18		320,873		14,844,162		46.26		17,473,003		54.45
2019		264,803		10,846,531		40.96		11,814,917		44.62		424,754		17,200,163		40.49		18,169,605		42.78
2020		183,486		3,692,227		20.12		3,771,115		20.55		673,286		24,648,034		36.61		27,885,275		41.42
Thereafter		1,075,911		33,900,336		31.51		37,489,087		34.84		842,154		35,288,917		32.80		43,240,765		51.35

	New York										San Francisco

Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2011		—	$	—	$	—	$	—	$	—		192,942	$	5,380,200	$	27.89	$	5,380,200	$	27.89
2012		—		—		—		—		—		38,543		1,336,398		34.67		1,366,758		35.46
2013		—		—		—		—		—		312,287		4,973,383		15.93		5,250,955		16.81
2014		—		—		—		—		—		159,617		5,506,398		34.50		5,793,708		36.30
2015		—		—		—		—		—		242,815		7,792,389		32.09		8,692,239		35.80
2016		—		—		—		—		—		128,388		3,254,337		25.35		3,672,332		28.60
2017		—		—		—		—		—		93,521		3,195,462		34.17		3,815,548		40.80
2018		—		—		—		—		—		—		—		—		—		—
2019		—		—		—		—		—		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
Thereafter		—		—		—		—		—		—		—		—		—		—

	Princeton/East Brunswick										Other

Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2011		207,916	$	7,217,753	$	34.71	$	7,205,284	$	34.65		—	$	—	$	—	$	—	$	—
2012		50,520		1,718,402		34.01		1,718,402		34.01		—		—		—		—		—
2013		234,326		7,908,063		33.75		7,976,174		34.04		—		—		—		—		—
2014		698,003		23,008,605		32.96		23,629,470		33.85		—		—		—		—		—
2015		190,584		5,851,972		30.71		6,206,381		32.57		—		—		—		—		—
2016		69,086		2,227,742		32.25		2,360,169		34.16		—		—		—		—		—
2017		147,880		4,987,571		33.73		5,239,971		35.43		—		—		—		—		—
2018		10,903		308,010		28.25		340,719		31.25		—		—		—		—		—
2019		148,760		4,075,800		27.40		4,971,240		33.42		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
Thereafter		175,457		6,228,255		35.50		6,961,451		39.68		—		—		—		—		—

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

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

(3)

Includes 114,740 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from 2011,2012 and 2013, the current and future expiring rental rate would be $38.35 per square foot and $38.35 per square foot, respectively, for 2011, $38.76 per square foot and $39.23 per square foot, respectively, for 2012 and $34.53 per square foot and $34.53 per square foot, respectively, for 2013.

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

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

Boston Properties, Inc.

First Quarter 2011

HOTEL PERFORMANCE

Cambridge Center Marriott


	First Quarter 2011			First Quarter 2010			Percent Change

Occupancy		69.2	%		74.4	%		-7.0	%
Average Daily Rate	$	174.05		$	154.39			12.7	%
Revenue per available room	$	120.43		$	114.87			4.8	%

OCCUPANCY ANALYSIS

Same Property Occupancy⁽¹⁾ - By Location


	CBD						Suburban						Total
Location	31-Mar-11			31-Mar-10			31-Mar-11			31-Mar-10			31-Mar-11			31-Mar-10
Greater Boston		93.5	%		94.0	%		82.0	%		83.8	%		88.2	%		89.2	%
Greater Washington		97.9	%		98.4	%		95.2	%		95.7	%		96.3	%		96.8	%
Midtown Manhattan		96.7	%		96.2	%		n/a			n/a			96.7	%		96.2	%
Princeton/East Brunswick, NJ		n/a			n/a			79.9	%		81.6	%		79.9	%		81.6	%
Greater San Francisco		92.4	%		90.1	%		78.2	%		94.5	%		88.1	%		91.4	%

Total Portfolio		95.5	%		95.1	%		86.9	%		89.6	%		92.0	%		92.9	%

Same Property Occupancy⁽¹⁾ - By Type of Property


	CBD						Suburban						Total
	31-Mar-11			31-Mar-10			31-Mar-11			31-Mar-10			31-Mar-11			31-Mar-10
Total Office Portfolio		95.4	%		95.0	%		87.2	%		90.2	%		92.3	%		93.2	%
Total Office/Technical Portfolio		100.0	%		100.0	%		84.2	%		84.0	%		87.2	%		87.0	%

Total Portfolio		95.5	%		95.1	%		86.9	%		89.6	%		92.0	%		92.9	%

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

Boston Properties, Inc.

First Quarter 2011

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office			Office/Technical			Hotel (1)			Total
Number of Properties		118			19			1			138
Square feet		33,765,468			1,591,042			330,400			35,686,910
Percent of in-service properties		91.8	%		100.0	%		100.0	%		92.2	%
Occupancy @ 3/31/2010		93.2	%		87.0	%		—			92.9	%
Occupancy @ 3/31/2011		92.3	%		87.2	%		—			92.0	%
Percent change from 1st quarter 2011 over 1st quarter 2010 (2):
Rental revenue		-0.4	%		-0.2	%		0.8	%
Operating expenses and real estate taxes		-0.9	%		5.3	%		8.9	%
Consolidated Net Operating Income (3) - excluding hotel											-0.2	% (2)
Consolidated Net Operating Income (3) - Hotel											-66.8	% (2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)											-6.9	% (2)
Portfolio Net Operating Income (3)											-1.7	%
Rental revenue - cash basis		4.8	%		-1.8	%		0.8	%
Consolidated Net Operating Income (3) - cash basis (5) excluding hotel		8.2	%		-4.6	%					7.7	% (2)
Consolidated Net Operating Income (3) - cash basis (5) - Hotel											-66.7	% (2)
Net Operating Income - cash basis (5) - BXP’s share of unconsolidated joint ventures											8.5	% (2)
Portfolio Net Operating Income (3) - cash basis (5)											7.6	%

Same Property Lease Analysis - quarter ended March 31, 2011


	Office			Office/Technical			Total
Vacant space available @ 1/1/2011 (sf)		2,257,777			231,368			2,489,145
Square footage of leases expiring or terminated 1/1/2011-3/31/2011		1,790,660			—			1,790,660

Total space for lease (sf)		4,048,437			231,368			4,279,805

New tenants (sf)		678,108			27,055			705,163
Renewals (sf)		755,526			—			755,526

Total space leased (sf)		1,433,634			27,055			1,460,689

Space available @ 3/31/2011 (sf)		2,614,803			204,313			2,819,116

Net (increase)/decrease in available space (sf)		(357,026	)		27,055			(329,971	)
2nd generation Average lease term (months)		74			56			73
2nd generation Average free rent (days)		58			39			57
2nd generation TI/Comm PSF	$	23.07		$	14.28		$	22.73
Increase (decrease) in 2nd generation gross rents (6)		-1.13	%		1.63	%		-1.09	%
Increase (decrease) in 2nd generation net rents (6)		-2.41	%		2.03	%		-2.33	%

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

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

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

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

(5)	For a quantitative reconciliation of NOI to NOI on a cash basis, see page 42.

(6)	Represents change in rents on a “cash to cash” basis (actual rent at time of expiration vs. initial rent of new lease) and for only 2nd generation space after eliminating any space vacant for more than 12 months. The total footage being weighted is 1,225,677 square feet.

Boston Properties, Inc.

First Quarter 2011

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	March 31, 2011			March 31, 2010
	(in thousands)
Net income (loss) attributable to Boston Properties, Inc.	$	40,813		$	52,714
Net income (loss) attributable to noncontrolling interests:
Noncontrolling interest in gains on sales of real estate - common units of the Operating Partnership		—			227
Noncontrolling interest - common units of the Operating Partnership		6,029			7,870
Noncontrolling interest - redeemable preferred units of the Operating Partnership		823			892
Noncontrolling interests in property partnerships		529			804
Gains on sales of real estate		—			(1,765	)

Income (loss) from continuing operations		48,194			60,742

Add:
Losses from early extinguishment of debt		—			2,170
Interest expense		99,151			92,029
Gains (losses) from investments in securities		(373	)		(200	)
Depreciation and amortization		109,428			83,075
Gain from suspension of development		—			(7,200	)
Acquisition costs		72			—
General and administrative expense		24,643			26,822
Subtract:
Income from unconsolidated joint ventures		(7,976	)		(7,910	)
Interest and other income		(974	)		(1,710	)
Development and management services income		(7,428	)		(8,944	)

Consolidated Net Operating Income		264,737			238,874
Net Operating Income from unconsolidated joint ventures (BXP’s share) (1)		58,164			62,866

Combined Net Operating Income		322,901			301,740
Subtract:
Net Operating Income from Value-Added Fund (BXP’s share)		(1,238	)		(1,234	)

Portfolio Net Operating Income	$	321,663		$	300,506


Same Property Net Operating Income		293,490			298,599
Net operating income from non Same Properties (2)		26,170			—
Termination income		2,003			1,907

Portfolio Net Operating Income	$	321,663		$	300,506


Same Property Net Operating Income		293,490			298,599
Less straight-line rent and fair value lease revenue		28,356			52,197

Same Property Net Operating Income - cash basis	$	265,134		$	246,402

(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.

First Quarter 2011

Same Property Net Operating Income by Reportable Segment

(in thousands)


	Office							Office/Technical
	For the three months ended				$ Change			% Change			For the three months ended						$ Change			% Change
	31-Mar-11		31-Mar-10		$ Change			% Change			31-Mar-11			31-Mar-10			$ Change			% Change
Rental Revenue	$	351,175	$	351,616							$	11,575		$	11,604
Less Termination Income		1,992		1,034								—			—


Rental revenue - subtotal		349,183		350,582	$	(1,399	)		-0.4	%		11,575			11,604		$	(29	)		-0.2	%

Operating expenses and real estate taxes		120,493		121,602		(1,109	)		-0.9	%		3,560			3,382			178			5.3	%


Net Operating Income (1)	$	228,690	$	228,980	$	(290	)		-0.1	%	$	8,015		$	8,222		$	(207	)		-2.5	%


Rental revenue - subtotal	$	349,183	$	350,582							$	11,575		$	11,604

Less straight line rent and fair value lease revenue		7,771		24,767		(16,996	)		-68.6	%		188			14			174			1242.9	%


Rental revenue - cash basis		341,412		325,815		15,597			4.8	%		11,387			11,590			(203	)		-1.8	%

Less:
Operating expenses and real estate taxes		120,493		121,602		(1,109	)		-0.9	%		3,560			3,382			178			5.3	%


Net Operating Income (2) - cash basis	$	220,919	$	204,213	$	16,706			8.2	%	$	7,827		$	8,208		$	(381	)		-4.6	%


	Sub-Total										Hotel
	For the three months ended				$ Change			% Change			For the three months ended						$ Change			% Change
	31-Mar-11		31-Mar-10		$ Change			% Change			31-Mar-11			31-Mar-10			$ Change			% Change
Rental Revenue	$	362,750	$	363,220							$	5,950		$	5,904
Less Termination Income		1,992		1,034								—			—


Rental revenue - subtotal		360,758		362,186	$	(1,428	)		-0.4	%		5,950			5,904		$	46			0.8	%

Operating expenses and real estate taxes		124,053		124,984		(931	)		-0.7	%		5,739			5,268			471			8.9	%


Net Operating Income (1)	$	236,705	$	237,202	$	(497	)		-0.2	%	$	211		$	636		$	(425	)		-66.8	%


Rental revenue - subtotal	$	360,758	$	362,186							$	5,950		$	5,904

Less straight line rent and fair value lease revenue		7,959		24,781		(16,822	)		-67.9	%		(1	)		(1	)		—			0.0	%


Rental revenue - cash basis		352,799		337,405		15,394			4.6	%		5,951			5,905			46			0.8	%

Less:
Operating expenses and real estate taxes		124,053		124,984		(931	)		-0.7	%		5,739			5,268			471			8.9	%


Net Operating Income (2) - cash basis	$	228,746	$	212,421	$	16,325			7.7	%	$	212		$	637		$	(425	)		-66.7	%


	Unconsolidated Joint Ventures (3)										Total
	For the three months ended				$ Change			% Change			For the three months ended						$ Change			% Change
	31-Mar-11		31-Mar-10		$ Change			% Change			31-Mar-11			31-Mar-10			$ Change			% Change
Rental Revenue	$	78,909	$	83,631							$	447,609		$	452,755
Less Termination Income		11		873								2,003			1,907


Rental revenue - subtotal		78,898		82,758	$	(3,860	)		-4.7	%		445,606			450,848		$	(5,242	)		-1.2	%

Operating expenses and real estate taxes		22,324		21,997		327			1.5	%		152,116			152,249			(133	)		-0.1	%


Net Operating Income (1)	$	56,574	$	60,761	$	(4,187	)		-6.9	%	$	293,490		$	298,599		$	(5,109	)		-1.7	%


Rental revenue - subtotal	$	78,898	$	82,758							$	445,606		$	450,848

Less straight line rent and fair value lease revenue		20,398		27,417		(7,019	)		-25.6	%		28,356			52,197			(23,841	)		-45.7	%


Rental revenue - cash basis		58,500		55,341		3,159			5.7	%		417,250			398,651			18,599			4.7	%

Less:
Operating expenses and real estate taxes		22,324		21,997		327			1.5	%		152,116			152,249			(133	)		-0.1	%


Net Operating Income (2) - cash basis	$	36,176	$	33,344	$	2,832			8.5	%	$	265,134		$	246,402		$	18,732			7.6	%

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

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

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

Boston Properties, Inc.

First Quarter 2011

LEASING ACTIVITY

All In-Service Properties - quarter ended March 31, 2011


	Office			Office/Technical			Total
Vacant space available @ 1/1/2011 (sf)		2,315,169			231,368			2,546,537
Property dispositions/ assets taken out of service (sf)		—			—			—
Property acquisitions (sf)		335,918			—			335,918
Assets placed in-service (sf)		571,811			—			571,811
Leases expiring or terminated 1/1/2011-3/31/2011 (sf)		1,789,800			31,715			1,821,515

Total space for lease (sf)		5,012,698			263,083			5,275,781

New tenants (sf)		1,267,499			27,710			1,295,209
Renewals (sf)		755,526			31,060			786,586

Total space leased (sf)		2,023,025			58,770			2,081,795	(1)

Space available @ 3/31/2011 (sf)		2,989,673			204,313			3,193,986

Net (increase)/decrease in available space (sf)		(674,504	)		27,055			(647,449	)
2nd generation Average lease term (months)		73			56			72
2nd generation Average free rent (days)		57			39			57
2nd generation TI/Comm PSF	$	22.78		$	14.28		$	22.45
Increase (decrease) in 2nd generation gross rents (2)		-1.13	%		1.63	%		-1.09	%
Increase (decrease) in 2nd generation net rents (3)		-2.41	%		2.03	%		-2.33	%


	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		496,649		393,451		-5.39	%		-8.72	%		890,100		292,554
Washington		72,239		514,907		5.04	%		5.99	%		587,146		856,092
New York		3,669		132,331		-2.56	%		-5.05	%		136,000		156,520
San Francisco		—		354,423		-7.23	%		-9.82	%		354,423		75,406
Princeton		—		114,126		-5.67	%		-8.81	%		114,126		94,208

		572,557		1,509,238		-1.09	%		-2.33	%		2,081,795		1,474,780

(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 1,225,677.

(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 1,225,677.

(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 510,930.

Boston Properties, Inc.

First Quarter 2011

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q1 2011		2010			2009		2008

Recurring capital expenditures	$	1,130	$	13,988		$	27,813	$	29,781

Planned non-recurring capital expenditures associated with acquisition properties		120		395			865		3,203

Hotel improvements, equipment upgrades and replacements		494		2,262	(1)		1,515		2,317	(2)

	$	1,744	$	16,645		$	30,193	$	35,301

2nd Generation Tenant Improvements and Leasing Commissions


	Q1 2011		2010		2009		2008
Office
Square feet		1,450,468		4,765,440		3,545,251		2,472,619

Tenant improvement and lease commissions PSF	$	22.78	$	35.77	$	32.59	$	30.17

Office/Technical
Square feet		58,770		149,617		115,848		26,388

Tenant improvement and lease commissions PSF	$	14.28	$	2.14	$	0.13	$	—


Average tenant improvement and lease commissions PSF	$	22.45	$	34.74	$	31.56	$	29.85

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

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

Boston Properties, Inc.

First Quarter 2011

ACQUISITIONS/DISPOSITIONS

as of March 31, 2011

ACQUISITIONS

For the period from January 1, 2011 through March 31, 2011


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

Bay Colony Corporate Center		Feb-11		970,108	$	185,000,000	$	30,000,000	$	215,000,000		65	%


Total Acquisitions				970,108	$	185,000,000	$	30,000,000	$	215,000,000		65	%

DISPOSITIONS

For the period from January 1, 2011 through March 31, 2011

Property

Date Disposed

Square Feet

Gross
Sales Price

Book Gain

Not Applicable

Total Dispositions

—

Boston Properties, Inc.

First Quarter 2011

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of March 31, 2011


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 March 31, 2011		Estimated Future Equity Requirement			Percentage Leased (3)
Office
Atlantic Wharf (4)		Q1 2011		Q1 2012		Boston, MA		1		790,000	$	512,277,591	$	552,900,000	$	192,500,000	(5)	$	—	$	(151,877,591	)(5)		79	% (4)
2200 Pennsylvania Avenue (6)		Q1 2011		Q2 2012		Washington, DC		1		460,000		159,054,093		220,000,000		—			—		60,945,907			84	% (6)
510 Madison Avenue (7)		Q2 2011		Q4 2012		New York, NY		1		347,000		326,227,323		375,000,000		—			—		48,772,677			36	%
500 North Capitol (30% ownership) (8)		Q4 2012		Q4 2013		Washington, DC		1		232,000		2,570,784		36,540,000		—			—		33,969,216			74	%


Total Office Properties under Construction								4		1,829,000	$	1,000,129,791	$	1,184,440,000	$	192,500,000		$	—	$	(8,189,791	)		72	%


Residential
Atlantic Wharf - Residential (86 Units) (9)		Q3 2011		Q2 2012		Boston, MA		1		78,000	$	41,910,548	$	47,100,000	$	—		$	—	$	5,189,452			N/A
Atlantic Wharf - Retail										10,000		—		—		—			—		—			55	%
2221 I Street, NW - Residential (335 units) (10)		Q2 2011		Q3 2012		Washington, DC		1		275,000		95,082,240		130,000,000		—			—	$	34,917,760			N/A
2221 I Street, NW - Retail										50,000		—		—		—			—		—			100	%

Total Residential Properties under Construction								2		413,000	$	136,992,788	$	177,100,000	$	—		$	—	$	40,107,212			93	%

Total Properties under Construction								6		2,242,000	$	1,137,122,579	$	1,361,540,000	$	192,500,000		$	—	$	31,917,421			72	%

PROJECTS PLACED-IN-SERVICE DURING 2011

Initial
In
Service
Date

Estimated
Stabilization
Date

Location

# of
Buildings

Square
feet

Investment
to Date (2)

Estimated
Total
Investment
(2)

Debt

Drawn at
March 31,
2011

Estimated
Future
Equity
Requirement

Percentage
Leased

—

Total Projects Placed in Service

—

IN-SERVICE PROPERTIES HELD FOR RE-DEVELOPMENT


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

103 Fourth Avenue	Route 128 Mass Turnpike MA		1		62,476		58.5	%	$	8.50		N		S		265,000
Waltham Office Center	Route 128 Mass Turnpike MA		1		67,005		28.4	%		17.39		N		S		414,000	(13)
6601 Springfield Center Drive	Fairfax County VA		1		26,388		100.0	%		10.91		N		S		386,000	(13)
North First Business Park	San Jose, CA		5		190,636		75.8	%		15.83		N		S		683,000
635 Massachusetts Avenue	East End Washington DC		1		211,000		100.0	%		28.31		N		CBD		450,000
12300 & 12310 Sunrise Valley (14)	Fairfax County VA		2		519,114		100.0	%		45.07		N		S		523,000

Total Properties held for Re-Development			11		1,076,619		88.9	%	$	34.07						2,721,000

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

(2)	Includes net revenue during lease up period.

(3)	Represents office and retail percentage leased as of April 29, 2011 and excludes residential space.

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

(5)

On October 1, 2010, the Company modified the construction loan facility by releasing from collateral the residential portion of the project and reducing the loan commitment from $215.0 million to $192.5 million. The Company has not drawn from the construction loan to date, but reserves the right to do so in the future.

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

(7)	Acquired September 24, 2010, estimated future equity requirements include approximately $8 million of capitalized interest.

(8)	On January 18, 2011, the company executed an approximately 171,000 square foot 15 year lease with McDermott Will & Emery. The Company commenced redevelopment on March 26, 2011.

(9)	Project cost includes residential and retail components. Estimated Total Investment is net of $12.0 million of net proceeds from the sale of Federal Historical Tax Credits.

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

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

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

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

(14)

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

Boston Properties, Inc.

First Quarter 2011

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of March 31, 2011


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 (1)		25.4		1,020,519
New York, NY (3)		1.0		1,000,000
Gaithersburg, MD		27.0		850,000
Springfield, VA (1)		17.8		773,612
Dulles, VA		76.6		760,000
Rockville, MD		58.1		759,000
Boston, MA (4)		1.0		450,000
Marlborough, MA		50.0		400,000
Annapolis, MD (50% ownership)		20.0		300,000
Washington, DC (1) (5)		1.7		239,000
Cambridge, MA		1.1		170,000
Andover, MA		10.0		110,000
New York, NY (50% ownership) (6)		0.2		TBD

		370.2		10,495,381

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of March 31, 2011


Location	Acreage		Approximate Developable Square Feet

Princeton, NJ (7)		143.1		1,780,000
Cambridge, MA (8)		—		500,000

		143.1		2,280,000

(1)	Excludes the existing square footage related to sites being held for future re-development included on page 47.

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

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

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

(5)

The Company commenced redevelopment of the 232,000 square foot 500 North Capitol project on March 26, 2011 and expects to have it available for occupancy during the fourth quarter 2012. The remaining square footage for Washington, DC represents the increase in square footage of the future 635 Massachusetts Avenue project over the existing building square footage.

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

(7)	Option to purchase at a fixed price of $30.50 per square foot plus annual non-refundable option payments of $125,000. Development rights will terminate upon the sale of Carnegie Center.

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

Boston Properties, Inc.

First Quarter 2011

Definitions

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

Funds from Operations

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

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

Funds Available for Distribution (FAD)

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

Total Consolidated Debt to Total Consolidated Market Capitalization Ratio

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

Total Combined Debt to Total Combined Market Capitalization Ratio

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

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

Boston Properties, Inc.

First Quarter 2011

Definitions

Consolidated Net Operating Income (NOI)

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

Combined Net Operating Income (NOI)

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

Portfolio Net Operating Income (NOI)

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

In-Service Properties

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

Same Properties

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

Annualized Revenue

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

Future Annualized Revenue

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

Press Release

Exhibit 99.2

news

LOGO

800 Boylston Street

Boston, MA 02199

AT THE COMPANY

Michael Walsh

Senior Vice President, Finance

(617) 236-3410

Arista Joyner

Investor Relations Manager

(617) 236-3343

BOSTON PROPERTIES ANNOUNCES

FIRST QUARTER 2011 RESULTS

Reports diluted FFO per share of $1.12 Reports diluted EPS of $0.29

BOSTON, MA, May 2, 2011 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the first quarter ended March 31, 2011.

Funds from Operations (FFO) for the quarter ended March 31, 2011 were $160.0 million, or $1.13 per share basic and $1.12 per share diluted. This compares to FFO for the quarter ended March 31, 2010 of $149.6 million, or $1.08 per share basic and $1.07 per share diluted. FFO for the quarter ended March 31, 2010 includes income of $0.05 per share on a diluted basis related to the termination of a lease resulting from the suspension of construction on the Company’s 250 West 55th Street development project in New York City. The weighted average number of basic and diluted shares outstanding totaled 142,094,867 and 143,965,007, respectively, for the quarter ended March 31, 2011 and 138,930,935 and 141,058,014, respectively, for the quarter ended March 31, 2010.

Net income available to common shareholders was $40.8 million for the quarter ended March 31, 2011, compared to $52.7 million for the quarter ended March 31, 2010. Net income available to common shareholders per share (EPS) for the quarter ended March 31, 2011 was $0.29 basic and $0.29 on a diluted basis. This compares to EPS for the first quarter of 2010 of $0.38 basic and $0.38 on a diluted basis.

The reported results are unaudited and there can be no assurance that the results will not vary from the final information for the quarter ended March 31, 2011. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of March 31, 2011, the Company’s portfolio consisted of 150 properties, comprised primarily of Class A office space, one hotel, two residential properties and three retail properties, aggregating approximately 40.9 million square feet, including six properties under construction totaling 2.2 million square feet. In addition, the Company has structured parking for vehicles containing approximately 14.7 million square feet. The overall percentage of leased space for the 143 properties in service as of March 31, 2011 was 91.7%.

Significant events during the first quarter included:

•

On January 14, 2011, the Company placed in-service approximately 57% of the office component of its Atlantic Wharf development project located in Boston, Massachusetts. The office component, which is comprised of approximately 790,000 net rentable square feet, is currently 79% leased.

•

On January 20, 2011, as reported in the Company’s Current Report on Form 8-K filed on January 21, 2011, the Company’s Compensation Committee approved outperformance awards under the Company’s 1997 Stock Option and Incentive Plan to officers and employees of the Company. These awards (the “2011 OPP Awards”) are part of a broad-based, long-term incentive compensation program designed to provide the Company’s management team with the potential to earn equity awards subject to the Company “outperforming” and creating shareholder value in a pay-for-performance structure. Recipients of 2011 OPP Awards will share in a maximum outperformance pool of $40 million if the total return to shareholders, including both share appreciation and dividends, exceeds absolute and relative hurdles over a three-year measurement period from February 1, 2011 to January 31, 2014. Earned awards are subject to two-years of time-based vesting after the performance measurement date. Investors are encouraged to refer to the Form 8-K referenced above for a detailed discussion of the terms and conditions of the 2011 OPP Awards, including the manner in which the outperformance pool is calculated. Under the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation” the 2011 OPP Awards have an aggregate value of approximately $7.8 million, which amount will be amortized into earnings over the five-year plan period under the graded vesting method. The Company recognized approximately $0.5 million of compensation expense associated with the 2011 OPP Awards during the first quarter of 2011.

•

On February 1, 2011, the Company completed the acquisition of Bay Colony Corporate Center in Waltham, Massachusetts for an aggregate purchase price of approximately $185.0 million. The purchase price consisted of approximately $41.1 million of cash and the assumption of approximately $143.9 million of indebtedness. The assumed debt is a securitized senior mortgage loan that bears interest at a fixed rate of 6.53% per annum and matures on June 11, 2012. The loan requires interest-only payments with a balloon payment due at maturity. Bay Colony Corporate Center is an approximately 970,000 net rentable square foot, four-building Class A office park situated on a 58-acre site in Waltham, Massachusetts. At March 31, 2011, the property was 65% leased.

•

On February 5, 2011, the measurement period for the Company’s 2008 OPP Awards ended and, because the performance-based hurdles associated with such awards were not met, all of the 2008 OPP Awards were automatically forfeited, the plan terminated and the Company recognized approximately $4.3 million of remaining unrecognized compensation expense.

•

On March 1, 2011, the Company placed in-service approximately 13% of the office component of its 2200 Pennsylvania Avenue development project located in Washington, DC. The office component, which is comprised of approximately 460,000 net rentable square feet, is currently 84% leased.

•

On March 16, 2011, the Company’s Value-Added Fund extended the maturity date by two months to May 31, 2011 of the mortgage loan collateralized by its Mountain View Technology Park property located in Mountain View, California totaling approximately $24.7 million. The mortgage loan bears interest at a variable rate equal to LIBOR plus 1.50% per annum and was scheduled to mature on March 31, 2011.

•

On March 26, 2011, a joint venture in which the Company has a 30% interest commenced the redevelopment of 500 North Capitol Street, NW located in Washington, DC. On January 18, 2011, the joint venture entered into a lease with a major law firm for approximately 171,000 square feet of space. The Company expects to complete the redevelopment of the approximately 232,000 net rentable square foot Class A office project during the fourth quarter of 2012.

•

On March 31, 2011, a joint venture in which the Company has a 50% interest refinanced its construction loan collateralized by Annapolis Junction located in Annapolis, Maryland. The construction loan totaling approximately $42.7 million bore interest at a variable rate equal to LIBOR plus 1.00% per annum and was scheduled to mature on September 12, 2011. The new mortgage loan totaling approximately $42.3 million bears interest at a variable rate equal to LIBOR plus 1.75% per annum and matures on March 31, 2018 with one, three-year extension option, subject to certain conditions.

•

During the first quarter of 2011, the Company utilized its “at the market” (ATM) stock offering program to issue an aggregate of 3,695,215 shares of its common stock for gross proceeds of approximately $350.0 million and net proceeds of approximately $345.4 million. As of March 31, 2011, approximately $50.0 million remained available for issuance under this ATM program. During the second quarter of 2011 through April 5, 2011, the Company issued an additional 533,778 shares of its common stock for gross proceeds of approximately $50.0 million and net proceeds of approximately $49.3 million. The Company intends to use the net proceeds from the sales for general business purposes, which may include investment opportunities and debt reduction, and pending these uses has invested the cash in short-term, interest bearing accounts. The Company’s ATM stock offering program provided the Company with the ability to sell from time to time up to an aggregate of $400.0 million of its common stock through sales agents for a three-year period. Accordingly, no amount remains available for issuance under this ATM program.

Transactions completed subsequent to March 31, 2011:

•

On April 15, 2011, the Company entered into an agreement with The Broad Institute, Inc. (the “Broad”) to convey a condominium interest in 75 Ames Street, upon completion of the development of the property. 75 Ames Street is a vacant land parcel adjacent to the Company’s Cambridge Center West Garage and Seven Cambridge Center properties. The Company will serve as project manager for a 250,000 square foot research laboratory building to be developed on the site at the Broad’s expense. Gross proceeds will aggregate approximately $56.0 million in an all cash transaction in which the Company expects to realize net proceeds of approximately $47.5 million which includes $11.4 million of development fees for the Company’s services. The closing is subject to customary conditions and termination rights for transactions of this type. There can be no assurance that the closing will occur on the terms currently contemplated or at all.

•

On April 21, 2011, the Company entered into an agreement to sell its Carnegie Center portfolio located in Princeton, New Jersey for approximately $468.0 million. The buyer is a joint venture between Normandy Real Estate Partners and The Landis Group. Carnegie Center is a sixteen building Class A office park set on 560 acres of professionally landscaped grounds and totaling more than 2.0 million net rentable square feet. The agreement does not include the sale of the Company’s One Tower Center property located in East Brunswick, New Jersey. Under the terms of the agreement, either party may terminate the agreement at any time without any cost or payment to the other party. If the closing does not occur on or prior to June 21, 2011, which is the date by which the Company must complete the sale in order to include it as part of a “like kind exchange” under Section 1031 of the Internal Revenue Code, then the agreement will terminate. There can be no assurance that the sale will be consummated on the terms currently contemplated or at all.

•

On May 2, 2011, the Company placed in-service approximately 16% of its 510 Madison Avenue development project located in New York City. 510 Madison Avenue is an approximately 347,000 net rentable square foot Class A office property. The property is currently 36% leased.

EPS and FFO per Share Guidance:

The Company’s guidance for the second quarter and full year 2011 for EPS (diluted) and FFO per share (diluted) is set forth and reconciled below. Except as described below, the estimates reflect management’s view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels and the earnings impact of the events referenced in this release and otherwise referenced during the conference call referred to below. In particular, the estimates include ($0.09) per share dilution resulting from equity issuances under the Company’s ATM program and ($0.09) per share dilution from the anticipated sale of Carnegie Center by June 21, 2011, in each case for the full year 2011, but do not include the impact of a potential re-start of construction activities and corresponding capitalization of interest on the Company’s 250 West 55^th Street development site in New York City. The estimates also do not include possible future gains or losses or the impact on operating results from other possible future property acquisitions or dispositions, other possible capital markets activity or possible future impairment charges. EPS estimates may be subject to fluctuations as a result of several factors, including changes in the recognition of depreciation and amortization expense and any gains or losses associated with disposition activity. The Company is not able to assess at this time the potential impact of these factors on projected EPS. By definition, FFO does not include real estate-related depreciation and amortization or gains or losses associated with disposition activities. There can be no assurance that the Company’s actual results will not differ materially from the estimates set forth below.


	Second Quarter 2011					Full Year 2011
	Low		-	High		Low		-	High
Projected EPS (diluted)	$	1.11	-	$	1.13	$	1.96	-	$	2.06
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.81	-		0.81		3.23	-		3.23
Less:
Projected Company Share of Gains on Sales of Real Estate		0.74	-		0.74		0.74	-		0.74


Projected FFO per Share (diluted)	$	1.18	-	$	1.20	$	4.45	-	$	4.55

Boston Properties will host a conference call on Tuesday, May 3, 2011 at 10:00 AM Eastern Time, open to the general public, to discuss the first quarter 2011 results, the 2011 projections and related assumptions, and other related matters that may be of interest to investors. The number to call for this interactive teleconference is (877) 706-4503 (Domestic) or (281) 913-8731 (International) and entering the passcode 54693985. A replay of the conference call will be available through May 17, 2011, by dialing (800) 642-1687 (Domestic) or (706) 645-9291 (International) and entering the passcode 54693985. There will also be a live audio webcast of the call which may be accessed on the Company’s website at www.bostonproperties.com in the Investor Relations section. Shortly after the call a replay of the webcast will be available in the Investor Relations section of the Company’s website and archived for up to twelve months following the call.

Additionally, a copy of Boston Properties’ first quarter 2011 “Supplemental Operating and Financial Data” and this press release are available in the Investor Relations section of the Company’s website at www.bostonproperties.com.

Boston Properties is a fully integrated, self-administered and self-managed real estate investment trust that develops, redevelops, acquires, manages, operates and owns a diverse portfolio of Class A office space, one hotel, two residential properties and three retail properties. The Company is one of the largest owners and developers of Class A office properties in the United States, concentrated in five markets – Boston, Midtown Manhattan, Washington, DC, San Francisco and Princeton, NJ.

This press release contains forward-looking statements within the meaning of the Federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects” and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond Boston Properties’ control and could materially affect actual results, performance or achievements. These factors include, without limitation, the Company’s ability to satisfy the closing conditions to the pending transactions described above, the ability to enter into new leases or renew leases on favorable terms, dependence on tenants’ financial condition, the uncertainties of real estate development, acquisition and disposition activity, the ability to effectively integrate acquisitions, the costs and availability of financing, the effectiveness of our interest rate hedging contracts, the ability of our joint venture partners to satisfy their obligations, the effects of local 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, including its guidance for the second quarter and full fiscal year 2011, whether as a result of new information, future events or otherwise.

Financial tables follow.

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


	March 31, 2011			December 31, 2010
	(in thousands, except for share amounts)
	(unaudited)
ASSETS
Real estate	$	11,567,294		$	10,933,977
Construction in progress		681,342			1,073,402
Land held for future development		759,786			757,556
Less: accumulated depreciation		(2,411,378	)		(2,323,818	)

Total real estate		10,597,044			10,441,117

Cash and cash equivalents		747,305			478,948
Cash held in escrows		305,692			308,031
Investments in securities		9,800			8,732
Tenant and other receivables, net of allowance for doubtful accounts of $1,787 and $2,081, respectively		54,740			60,813
Related party note receivable		270,000			270,000
Interest receivable from related party note receivable		75,280			69,005
Accrued rental income, net of allowance of $3,941 and $3,116, respectively		463,117			442,683
Deferred charges, net		449,076			436,019
Prepaid expenses and other assets		100,897			65,663
Investments in unconsolidated joint ventures		762,522			767,252

Total assets	$	13,835,473		$	13,348,263


LIABILITIES AND EQUITY

Liabilities:
Mortgage notes payable	$	3,188,025		$	3,047,586
Unsecured senior notes, net of discount		3,016,743			3,016,598
Unsecured exchangeable senior notes, net of discount		1,732,496			1,721,817
Unsecured line of credit		—			—
Accounts payable and accrued expenses		171,617			186,059
Dividends and distributions payable		83,019			81,031
Accrued interest payable		88,070			62,327
Other liabilities		210,392			213,000

Total liabilities		8,490,362			8,328,418


Commitments and contingencies		—			—


Noncontrolling interest:
Redeemable preferred units of the Operating Partnership		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, 145,137,329 and 140,278,005 shares issued and 145,058,429 and 140,199,105 shares outstanding in 2011 and 2010, respectively		1,451			1,402
Additional paid-in capital		4,771,659			4,417,162
Dividends in excess of earnings		(56,479	)		(24,763	)
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(17,867	)		(18,436	)

Total stockholders’ equity attributable to Boston Properties, Inc.		4,696,042			4,372,643

Noncontrolling interests:
Common units of the Operating Partnership		594,002			592,164
Property partnerships		(585	)		(614	)


Total equity		5,289,459			4,964,193

Total liabilities and equity	$	13,835,473		$	13,348,263

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


	Three months ended March 31,
	2011			2010
	(in thousands, except for per share amounts)
	(unaudited)

Revenue
Rental
Base rent	$	339,535		$	302,383
Recoveries from tenants		45,896			45,544
Parking and other		19,068			15,297

Total rental revenue		404,499			363,224
Hotel revenue		5,948			5,903
Development and management services		7,428			8,944

Total revenue		417,875			378,071


Expenses
Operating
Rental		139,971			124,985
Hotel		5,739			5,268
General and administrative		24,643			26,822
Acquisition costs		72			—
Gain from suspension of development		—			(7,200	)
Depreciation and amortization		109,428			83,075

Total expenses		279,853			232,950


Operating income		138,022			145,121
Other income (expense)
Income from unconsolidated joint ventures		7,976			7,910
Interest and other income		974			1,710
Gains from investments in securities		373			200
Interest expense		(99,151	)		(92,029	)
Losses from early extinguishments of debt		—			(2,170	)

Income from continuing operations		48,194			60,742
Gain on sale of real estate		—			1,765

Net income		48,194			62,507
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(529	)		(804	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(823	)		(892	)
Noncontrolling interest - common units of the Operating Partnership		(6,029	)		(7,870	)
Noncontrolling interest in gain on sale of real estate - common units of the Operating Partnership		—			(227	)

Net income attributable to Boston Properties, Inc.	$	40,813		$	52,714


Basic earnings per common share attributable to Boston Properties, Inc.:
Net income	$	0.29		$	0.38


Weighted average number of common shares outstanding		142,095			138,931


Diluted earnings per common share attributable to Boston Properties, Inc.:
Net income	$	0.29		$	0.38


Weighted average number of common and common equivalent shares outstanding		142,504			139,597

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)


	Three months ended March 31,
	2011			2010
	(in thousands, except for per share amounts)
	(unaudited)

Net income attributable to Boston Properties, Inc.	$	40,813		$	52,714

Add:
Noncontrolling interest in gain on sale of real estate - common units of the Operating Partnership		—			227
Noncontrolling interest - common units of the Operating Partnership		6,029			7,870
Noncontrolling interest - redeemable preferred units of the Operating Partnership		823			892
Noncontrolling interests in property partnerships		529			804
Less:
Gain on sale of real estate		—			1,765


Income from continuing operations		48,194			60,742

Add:
Real estate depreciation and amortization (2)		136,104			113,618
Less:
Noncontrolling interests in property partnerships’ share of funds from operations		993			1,755
Noncontrolling interest - redeemable preferred units of the Operating Partnership		823			892


Funds from operations (FFO) attributable to the Operating Partnership		182,482			171,713

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		22,502			22,117


Funds from operations attributable to Boston Properties, Inc.	$	159,980		$	149,596


Boston Properties, Inc.’s percentage share of funds from operations - basic		87.67	%		87.12	%


Weighted average shares outstanding - basic		142,095			138,931


FFO per share basic	$	1.13		$	1.08


Weighted average shares outstanding - diluted		143,965			141,058


FFO per share diluted	$	1.12		$	1.07

(1)

Pursuant to the revised definition of Funds from Operations adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), we calculate Funds from Operations, or “FFO,” by adjusting net income (loss) attributable to Boston Properties, Inc. (computed in accordance with GAAP, including non-recurring items) for gains (or losses) from sales of properties, real estate related depreciation and amortization, and after adjustment for unconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure. The use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for reviewing our comparative operating and financial performance because, by excluding gains and losses related to sales of previously depreciated operating real estate assets and excluding real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help one compare the operating performance of a company's real estate between periods or as compared to different companies.

Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently.

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

(2)

Real estate depreciation and amortization consists of depreciation and amortization from the Consolidated Statements of Operations of $109,428 and $83,075, our share of unconsolidated joint venture real estate depreciation and amortization of $27,065 and $31,013, less corporate-related depreciation and amortization of $389 and $470 for the three months ended March 31, 2011 and 2010, respectively.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	March 31, 2011			December 31, 2010
Greater Boston		88.0	%		89.4	%
Greater Washington, DC		96.3	%		97.3	%
Midtown Manhattan		96.7	%		96.9	%
Princeton/East Brunswick, NJ		79.9	%		80.8	%
Greater San Francisco		88.1	%		92.9	%

Total Portfolio		91.7	%		93.2	%


	% Leased by Type
	March 31, 2011			December 31, 2010
Class A Office Portfolio		91.9	%		93.6	%
Office/Technical Portfolio		87.2	%		85.5	%

Total Portfolio		91.7	%		93.2	%