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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): January 31, 2012

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 January 31, 2012, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the fourth 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 December 31, 2011.

*99.2		Press release dated January 31, 2012.

*	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: January 31, 2012	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 December 31, 2011.

*99.2		Press release dated January 31, 2012.

*	Filed herewith.

Boston Properties, Inc. Supplemental Operating and Financial Data

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended December 31, 2011

Boston Properties, Inc.

Fourth 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		13-16
Unconsolidated Joint Ventures		17
Value-Added Fund		18
Portfolio Overview-Square Footage		19
In-Service Property Listing		20-22
Top 20 Tenants and Tenant Diversification		23
Office Properties-Lease Expiration Roll Out		24
Office/Technical Properties-Lease Expiration Roll Out		25
Retail Properties - Lease Expiration Roll Out		26
Grand Total - Office, Office/Technical, Industrial and Retail Properties		27
Boston Lease Expiration Roll Out		28-29
New York Lease Expiration Roll Out		30-31
Princeton Lease Expiration Roll Out		32-33
San Francisco Lease Expiration Roll Out		34-35
Washington, DC Lease Expiration Roll Out		36-37
CBD/Suburban Lease Expiration Roll Out		38-39
Hotel and Residential Performance		40
Same Property Occupancy Analysis		41
Same Property Performance		42
Reconciliation to Same Property Performance and Net Income		43-44
Leasing Activity		45
Capital Expenditures, Tenant Improvements and Leasing Commissions		46
Acquisitions/Dispositions		47
Value Creation Pipeline - Construction in Progress		48
Value Creation Pipeline - Land Parcels and Purchase Options		49
Definitions		50-52

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

Boston Properties, Inc.

Fourth 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, New York, Princeton, San Francisco, and Washington, DC. The Company was founded in 1970 by Mortimer B. Zuckerman and Edward H. Linde in Boston, where it maintains its headquarters. Boston Properties became a public company in June 1997. The Company acquires, develops, and manages its properties through full-service regional offices. Its property portfolio is comprised primarily of first-class office space, one hotel, three residential properties and three retail properties. Boston Properties is well-known for its in-house building management expertise and responsiveness to tenants’ needs. The Company holds a superior track record in developing premium Central Business District (CBD) office buildings, suburban office centers and build-to-suit projects for the U.S. government and a diverse array of creditworthy tenants.

Management

Boston Properties’ senior management team is among the most respected and accomplished in the REIT industry. Our deep and talented team of thirty-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 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 December 31, 2011)


Corporate Headquarters		Boston, Massachusetts
Markets		Boston, New York, Princeton, San Francisco and Washington, DC
Fiscal Year-End		December 31
Total Properties (includes unconsolidated joint ventures, other than the Value-Added Fund)		153
Total Square Feet (includes unconsolidated joint ventures, other than the Value-Added Fund, and structured parking)		57.3 million
Common Shares and Units Outstanding (as converted, but excluding outperformance plan units)		167.7 million
Dividend - Quarter/Annualized		$0.55/$2.20
Dividend Yield		2.21%
Total Combined Market Capitalization		$26.8 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A- (S&P)

Boston Properties, Inc.

Fourth Quarter 2011

INVESTOR INFORMATION


Board of Directors		Management
Mortimer B. Zuckerman Chairman of the Board and Chief Executive Officer	Dr. Jacob A. Frenkel Director	E. Mitchell Norville Executive Vice President, Chief Operating Officer	Robert E. Pester 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 Director	Alan J. Patricof Director, Chair of Audit Committee	Michael E. LaBelle Senior Vice President, Chief Financial Officer	Frank D. Burt Senior Vice President, General Counsel



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

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


	Q4 2011			Q3 2011			Q2 2011			Q1 2011			Q4 2010

High Closing Price	$	101.59		$	112.36		$	108.35		$	95.92		$	90.73
Low Closing Price	$	84.72		$	89.10		$	93.91		$	84.66		$	81.56
Average Closing Price	$	94.31		$	102.48		$	102.20		$	92.04		$	85.68
Closing Price, at the end of the quarter	$	99.60		$	89.10		$	106.16		$	94.85		$	86.10
Dividends per share - annualized	$	2.20		$	2.00		$	2.00		$	2.00		$	2.00
Closing dividend yield - annualized		2.21	%		2.24	%		1.88	%		2.11	%		2.32	%
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding outperformance plan units) (thousands) (1)		167,733			167,729			167,281			166,567			162,555
Closing market value of outstanding shares and units (thousands)	$	16,706,207		$	14,944,654		$	17,758,551		$	15,798,880		$	13,995,986

(1)

For additional detail, see page 12.

Timing

Quarterly results for the remainder of 2012 will be announced according to the following schedule:


First Quarter 2012		Tentatively May 1, 2012
Second Quarter 2012		Tentatively July 31, 2012
Third Quarter 2012		Tentatively October 23, 2012
Fourth Quarter 2012		Tentatively January 29, 2013

Boston Properties, Inc.

Fourth Quarter 2011

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage	Rating Agencies

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

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

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

Michael Bilerman / Joshua Attie Citigroup Global Markets 212.816.1383 / 212.816.1685	Sheila McGrath / Kristin Brown Keefe, Bruyette & Woods 212.887.7793 / 212.887.7738	Mark Streeter J.P. Morgan Securities 212.834.5086

James Sullivan / Stephen Boyd Cowen and Company 646.562.1380 / 646.562.1382	Jordan Sadler / Craig Mailman KeyBanc Capital Markets 917.368.2280 / 917.368.2316	Thierry Perrein / Jason Jones Wells Fargo 704.715.8455 / 704.715.7932

Andrew Rosivach Credit Suisse 415.249.7942	Robert Stevenson Macquarie Research 212.857.6168

John Perry / Vin Chao Deutsche Bank Securities 212.250.4912 / 212.250.6799	Paul Morgan / Chris Caton Morgan Stanley 415.576.2627 / 415.576.2637

Jay Habermann / Sloan Bohlen Goldman Sachs & Company 917.343.4260 / 212.902.2796	David Rodgers / Mike Carroll RBC Capital Markets 440.715.2647 / 440.715.2649

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

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

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

Fourth 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 50-52.


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

Revenue	$	452,787		$	452,413		$	436,451		$	417,875		$	392,482
Straight-line rent (1)	$	21,404		$	23,075		$	24,571		$	21,073		$	20,082
Fair value lease revenue (1) (2)	$	19,756		$	19,955		$	20,537		$	20,761		$	18,875
Revenue from residential units	$	2,440		$	1,515		$	221		$	—		$	—
Company share of funds from operations from unconsolidated joint ventures	$	36,138		$	36,960		$	35,562		$	35,041		$	35,468
Lease termination fees (included in revenue) (1)	$	7,168		$	8,976		$	231		$	2,003		$	2,210
Ground rent expense (3)	$	4,897		$	4,686		$	2,405		$	982		$	615
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment	$	9,815		$	9,813		$	9,657		$	9,505		$	9,486
Capitalized interest	$	12,188		$	13,004		$	11,958		$	11,239		$	14,569
Capitalized wages	$	2,856		$	2,710		$	2,876		$	2,559		$	3,114
Operating Margins [(rental revenue - rental expense)/rental revenue] (4)		66.3	%		66.6	%		67.5	%		67.0	%		68.4	%
Losses from early extinguishments of debt (5)	$	1,494		$	—		$	—		$	—		$	81,662
Net income (loss) attributable to Boston Properties, Inc.	$	101,644		$	70,542		$	60,214		$	40,813		$	(12,903	)
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	179,298		$	190,274		$	181,569		$	159,980		$	89,878
FFO per share - diluted	$	1.21		$	1.28		$	1.23		$	1.12		$	0.64
Net income (loss) attributable to Boston Properties, Inc. per share - basic	$	0.69		$	0.48		$	0.41		$	0.29		$	(0.09	)
Net income (loss) attributable to Boston Properties, Inc. per share - diluted	$	0.69		$	0.48		$	0.41		$	0.29		$	(0.09	)
Dividends per common share	$	0.55		$	0.50		$	0.50		$	0.50		$	0.50
Funds available for distribution to common shareholders and common unitholders (FAD) (6)	$	103,460		$	162,496		$	156,895		$	127,782		$	133,472

Ratios:

Interest Coverage Ratio (excluding capitalized interest) - cash basis (7)		2.99			3.29			3.16			2.90			3.05
Interest Coverage Ratio (including capitalized interest) - cash basis (7)		2.64			2.85			2.77			2.57			2.58
FFO Payout Ratio (8)		45.45	%		39.06	%		40.65	%		44.64	%		78.13	%
FAD Payout Ratio (9)		88.41	%		51.17	%		52.84	%		64.65	%		60.39	%

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

Common Stock Price @ Quarter End	$	99.60		$	89.10		$	106.16		$	94.85		$	86.10
Equity Value @ Quarter End	$	16,706,207		$	14,944,654		$	17,758,551		$	15,798,880		$	13,995,986
Total Consolidated Debt	$	8,704,138		$	7,950,363		$	7,941,643		$	7,937,264		$	7,786,001
Total Consolidated Market Capitalization	$	25,410,345		$	22,895,017		$	25,700,194		$	23,736,144		$	21,781,987
Total Consolidated Debt/Total Consolidated Market Capitalization (10)		34.25	%		34.73	%		30.90	%		33.44	%		35.75	%

BXP’s Share of Joint Venture Debt	$	1,433,687		$	1,532,963		$	1,534,029		$	1,542,952		$	1,543,960
Total Combined Debt	$	10,137,825		$	9,483,326		$	9,475,672		$	9,480,216		$	9,329,961
Total Combined Market Capitalization (11)	$	26,844,032		$	24,427,980		$	27,234,223		$	25,279,096		$	23,325,947
Total Combined Debt/Total Combined Market Capitalization (11) (12)		37.77	%		38.82	%		34.79	%		37.50	%		40.00	%

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

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

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

(4)

Rental Expense consists of operating expenses, real estate taxes and ground rent expense. Amounts are exclusive of the gross up of reimbursable electricity and other amounts totaling $12,084, $13,838, $12,859, $9,704 and $10,404 for the three months ended December 31, 2011, September 30, 2011, June 30, 2011, March 31, 2011 and December 31, 2010, respectively.

(5)

During the three months ended December 31, 2011, the Company recognized losses from early extinguishments of debt aggregating approximately $1.5 million consisting of (1) approximately $0.6 million related to the repurchase of $50.0 million aggregate principal amount of the Company’s Operating Partnership’s 2.875% exchangeable senior notes due 2037, (2) approximately $0.5 million related to the repayment of the Company’s Reservoir Place mortgage loan and (3) approximately $0.4 million related to the termination of the Company’s Atlantic Wharf construction loan facility. 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.

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

(7)	For additional detail, see page 11.

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

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

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

(11)	For additional detail, see page 12.

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

Boston Properties, Inc.

Fourth Quarter 2011

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	31-Dec-11			30-Sep-11			30-Jun-11			31-Mar-11			31-Dec-10
ASSETS
Real estate	$	12,303,965		$	12,031,660		$	11,786,353		$	11,567,294		$	10,933,977
Construction in progress (1)		818,685			899,302			982,318			681,342			1,073,402
Land held for future development		266,822			266,834			284,115			759,786			757,556
Less accumulated depreciation		(2,642,986	)		(2,558,620	)		(2,468,165	)		(2,411,378	)		(2,323,818	)

Total real estate		10,746,486			10,639,176			10,584,621			10,597,044			10,441,117
Cash and cash equivalents (2)		1,823,208			1,063,024			780,584			747,305			478,948
Cash held in escrows (2)		40,332			36,759			302,439			305,692			308,031
Marketable securities		9,548			9,312			9,975			9,800			8,732
Tenant and other receivables, net		79,838			47,554			44,470			54,740			60,813
Related party notes receivable (3)		280,442			276,375			276,375			270,000			270,000
Interest receivable from related party notes receivable (3)		89,854			84,782			79,884			75,280			69,005
Accrued rental income, net		522,675			508,838			491,878			463,117			442,683
Deferred charges, net		445,403			441,700			449,014			449,076			436,019
Prepaid expenses and other assets		75,458			102,812			92,470			100,897			65,663
Investments in unconsolidated joint ventures		669,722			770,466			772,502			762,522			767,252

Total assets	$	14,782,966		$	13,980,798		$	13,884,212		$	13,835,473		$	13,348,263


LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable (2)	$	3,123,267		$	3,179,034		$	3,181,469		$	3,188,025		$	3,047,586
Unsecured senior notes, net of discount		3,865,186			3,016,986			3,016,837			3,016,743			3,016,598
Unsecured exchangeable senior notes, net of discount		1,715,685			1,754,343			1,743,337			1,732,496			1,721,817
Unsecured line of credit		—			—			—			—			—
Accounts payable and accrued expenses (4)		155,139			143,694			145,811			145,362			161,592
Dividends and distributions payable		91,901			83,584			83,369			83,019			81,031
Accrued interest payable		69,105			89,555			62,046			88,070			62,327
Other liabilities (4)		293,515			273,789			259,148			236,647			237,467

Total liabilities		9,313,798			8,540,985			8,492,017			8,490,362			8,328,418


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, 148,107,611, 147,627,247, 146,387,021, 145,058,429 and 140,199,105 outstanding, respectively		1,481			1,476			1,464			1,451			1,402
Additional paid-in capital		4,936,457			4,916,440			4,846,003			4,771,659			4,417,162
Dividends in excess of earnings		(53,080	)		(72,941	)		(69,537	)		(56,479	)		(24,763	)
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(16,138	)		(16,717	)		(17,294	)		(17,867	)		(18,436	)

Total stockholders’ equity attributable to Boston Properties, Inc.		4,865,998			4,825,536			4,757,914			4,696,042			4,372,643

Noncontrolling interests:
Common units of the Operating Partnership		548,581			559,621			579,211			594,002			592,164
Property partnerships		(1,063	)		(996	)		(582	)		(585	)		(614	)


Total equity		5,413,516			5,384,161			5,336,543			5,289,459			4,964,193


Total liabilities and equity	$	14,782,966		$	13,980,798		$	13,884,212		$	13,835,473		$	13,348,263

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

(2)

On September 24, 2010, in connection with the acquisition of 510 Madison Avenue in New York City, the Company caused the assignment of the existing mortgage to a new lender and subsequently increased the amount borrowed to $267.5 million. This amount was fully secured by cash deposits included within the caption “Cash held in escrows.” On August 19, 2011, the mortgage loan was refinanced and the cash deposit was released to the Company.

(3)

The notes receivable consist of (1) a partner loan from the Company to the unconsolidated joint venture entity that owns the General Motors Building totaling $270.0 million and (2) two loans from the Company to the Company’s Value-Added Fund in maximum amounts aggregating $18.0 million, of which an aggregate amount of approximately $10.4 million has been advanced as of December 31, 2011. The unconsolidated entities have corresponding notes payable to the Company, see pages 17 and 18.

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

Boston Properties, Inc.

Fourth Quarter 2011

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	31-Dec-11			30-Sep-11			30-Jun-11			31-Mar-11			31-Dec-10
Revenue
Rental
Base Rent	$	358,466		$	360,595		$	348,474		$	339,535		$	312,899
Recoveries from tenants		52,726			53,899			48,874			45,896			45,189
Parking and other		21,234			21,694			21,101			19,068			16,920

Total rental revenue		432,426			436,188			418,449			404,499			375,008
Hotel revenue		11,632			8,045			8,904			5,948			10,510
Development and management services		8,729			8,180			9,098			7,428			6,964

Total revenue		452,787			452,413			436,451			417,875			392,482


Expenses
Operating		88,382			90,130			82,981			79,208			70,807
Real estate taxes		65,764			64,855			61,894			60,763			54,577
Hotel operating		8,076			6,032			6,281			5,739			7,602
General and administrative (1) (2)		19,390			17,340			20,069			24,643			17,121
Acquisition costs		19			51			13			72			721
Depreciation and amortization		109,181			109,495			111,080			109,428			92,763

Total expenses		290,812			287,903			282,318			279,853			243,591


Operating income		161,975			164,510			154,133			138,022			148,891
Other income (expense)
Income from unconsolidated joint ventures (3)		57,712			11,326			8,882			7,976			9,834
Interest and other income		1,179			1,252			1,953			974			1,691
Gains (losses) from investments in securities (1)		38			(860	)		6			373			682
Interest expense (4) (5)		(103,967	)		(95,777	)		(95,236	)		(99,151	)		(92,192	)
Losses from early extinguishments of debt (6)		(1,494	)		—			—			—			(81,662	)

Net income (loss)		115,443			80,451			69,738			48,194			(12,756	)
Net income (loss) attributable to noncontrolling interests
Noncontrolling interest in property partnership		(440	)		(86	)		(503	)		(529	)		(907	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(842	)		(832	)		(842	)		(823	)		(795	)
Noncontrolling interest - common units of the Operating Partnership (7)		(12,517	)		(8,991	)		(8,179	)		(6,029	)		1,555

Net income (loss) attributable to Boston Properties, Inc.	$	101,644		$	70,542		$	60,214		$	40,813		$	(12,903	)


INCOME (LOSS) PER SHARE OF COMMON STOCK (EPS)

Net income (loss) attributable to Boston Properties, Inc. per share - basic	$	0.69		$	0.48		$	0.41		$	0.29		$	(0.09	)

Net income (loss) attributable to Boston Properties, Inc. per share - diluted	$	0.69		$	0.48		$	0.41		$	0.29		$	(0.09	)

(1)

Gains (losses) from investments in securities includes $38, $(860), $6, $373 and $682 and general and administrative expense includes $(38), $757, $(23), $(425) and $(636) for the three months ended December 31, 2011, September 30, 2011, June 30, 2011, March 31, 2011 and December 31, 2010, respectively, related to the Company’s deferred compensation plan.

(2)

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.

(3)	For the three months ended December 31, 2011, income from unconsolidated joint ventures includes the gain on sale of Two Grand Central Tower totaling approximately $46.2 million (see page 47).

(4)	Interest expense is reported net of capitalized interest of $12,188, $13,004, $11,958, $11,239 and $14,569 for the three months ended December 31, 2011, September 30, 2011, June 30, 2011, March 31, 2011 and December 31, 2010, respectively.

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

(6)

(7)

Equals noncontrolling interest - common units of the Operating Partnership’s share of 10.77%, 11.02%, 11.61%, 12.33% and 12.54% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended December 31, 2011, September 30, 2011, June 30, 2011, March 31, 2011 and December 31, 2010, respectively.

Boston Properties, Inc.

Fourth Quarter 2011

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


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

Net income (loss) attributable to Boston Properties, Inc.	$	101,644	$	70,542	$	60,214	$	40,813	$	(12,903	)
Add:
Noncontrolling interest - common units of the Operating Partnership		12,517		8,991		8,179		6,029		(1,555	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		842		832		842		823		795
Noncontrolling interests in property partnerships		440		86		503		529		907


Net income (loss)		115,443		80,451		69,738		48,194		(12,756	)
Add:
Real estate depreciation and amortization (1)		133,415		134,777		137,495		136,104		118,573
Less:
Gains on sales of real estate included within income from unconsolidated joint ventures (2)		46,166		—		—		—		572
Noncontrolling interests in property partnerships’ share of funds from operations		904		549		966		993		1,686
Noncontrolling interest - redeemable preferred units of the Operating Partnership		842		832		842		823		795


Funds from operations (FFO) attributable to the Operating Partnership		200,946		213,847		205,425		182,482		102,764
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		21,648		23,573		23,856		22,502		12,886

FFO attributable to Boston Properties, Inc. (3)	$	179,298	$	190,274	$	181,569	$	159,980	$	89,878


FFO per share - basic	$	1.21	$	1.29	$	1.24	$	1.13	$	0.64

Weighted average shares outstanding - basic		147,732		147,006		145,864		142,095		140,105

FFO per share - diluted	$	1.21	$	1.28	$	1.23	$	1.12	$	0.64

Weighted average shares outstanding - diluted		149,435		149,083		148,156		143,965		142,059

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $109,181, $109,495, $111,080, $109,428 and $92,763, and our share of unconsolidated joint venture real estate depreciation and amortization of $24,592, $25,633, $26,680, $27,065 and $26,206 less corporate related depreciation of $358, $351, $265, $389 and $396 for the three months ended December 31, 2011, September 30, 2011, June 30, 2011, March 31, 2011 and December 31, 2010, respectively.

(2)

For the three months ended December 31, 2011, consists of the gain on sale of Two Grand Central Tower (see page 47) included within income from unconsolidated joint ventures in the Company’s consolidated statements of operations. For the three months ended December 31, 2010, consists of 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 included within income from unconsolidated joint ventures in the Company’s consolidated statements of operations.

(3)	Based on weighted average basic shares for the quarter. The Company’s share for the quarter ended December 31, 2011, September 30, 2011, June 30, 2011, March 31, 2011 and December 31, 2010 was 89.23%, 88.98%, 88.39%, 87.67% and 87.46%, respectively.

Boston Properties, Inc.

Fourth Quarter 2011

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	December 31, 2011				September 30, 2011				June 30, 2011				March 31, 2011				December 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	$	200,946		165,569	$	213,847		165,219	$	205,425		165,029	$	182,482		162,082	$	102,764		160,191
Effect of Dilutive Securities
Convertible Preferred Units		842		1,461		832		1,461		842		1,461		823		1,461		795		1,461
Stock based compensation and exchangeable notes		—		242		—		616		—		831		—		409		—		493


Diluted FFO	$	201,788		167,272	$	214,679		167,296	$	206,267		167,321	$	183,305		163,952	$	103,559		162,145

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of diluted funds from operations		21,517		17,837		23,371		18,213		23,625		19,165		22,346		19,987		12,829		20,086


Company’s share of diluted FFO (1)	$	180,271		149,435	$	191,308		149,083	$	182,642		148,156	$	160,959		143,965	$	90,730		142,059


FFO per share - basic	$	1.21			$	1.29			$	1.24			$	1.13			$	0.64


FFO per share - diluted	$	1.21			$	1.28			$	1.23			$	1.12			$	0.64

(1)	Based on weighted average diluted shares for the quarter. The Company’s share for the quarter ended December 31, 2011, September 30, 2011, June 30, 2011, March 31, 2011 and December 31, 2010 was 89.34%, 89.11%, 88.55%, 87.81% and 87.61%, respectively.

Boston Properties, Inc.

Fourth Quarter 2011

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	31-Dec-11			30-Sep-11			30-Jun-11			31-Mar-11			31-Dec-10
Basic FFO (see page 9)	$	200,946		$	213,847		$	205,425		$	182,482		$	102,764
2nd generation tenant improvements and leasing commissions		(60,564	)		(18,158	)		(16,639	)		(33,881	)		(23,095	)
Straight-line rent (1)		(21,404	)		(23,075	)		(24,571	)		(21,073	)		(20,082	)
Recurring capital expenditures		(18,299	)		(7,120	)		(2,785	)		(1,130	)		(7,878	)
Fair value interest adjustment (1)		(80	)		(97	)		(208	)		45			1,394
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment		9,815			9,813			9,657			9,505			9,486
Fair value lease revenue (1) (2)		(19,756	)		(19,955	)		(20,537	)		(20,761	)		(18,875	)
Hotel improvements, equipment upgrades and replacements		(799	)		(1,239	)		(1,478	)		(494	)		(1,542	)
Straight-line ground rent expense adjustment		1,788			1,687			682			—			—
Non real estate depreciation		358			351			265			389			396
Stock-based compensation (3)		5,970			5,937			5,909			11,856			6,127
Losses from early extinguishments of debt		1,494			—			—			—			81,662
Non-cash termination income (including fair value lease amounts)		(573	)		(335	)		—			—			—
Partners’ share of joint venture 2nd generation tenant improvement and leasing commissions		4,564			840			1,175			844			3,115

Funds available for distribution to common shareholders and common unitholders (FAD)	$	103,460		$	162,496		$	156,895		$	127,782		$	133,472

Interest Coverage Ratios

(in thousands, except for ratio amounts)


	Three Months Ended
	31-Dec-11			30-Sep-11			30-Jun-11			31-Mar-11			31-Dec-10
*Excluding Capitalized Interest*
Net income (loss)	$	115,443		$	80,451		$	69,738		$	48,194		$	(12,756	)
Interest expense		103,967			95,777			95,236			99,151			92,192
Depreciation and amortization expense		109,181			109,495			111,080			109,428			92,763
Depreciation and amortization expense from unconsolidated joint ventures		24,592			25,633			26,680			27,065			26,206
Gains on sales of real estate included within income from unconsolidated joint ventures		(46,166	)		—			—			—			(572	)
Losses from early extinguishments of debt		1,494			—			—			—			81,662
Non-cash termination income (including fair value lease amounts)		(573	)		(335	)		—			—			—
Stock-based compensation		5,970			5,937			5,909			11,856			6,127
Straight-line ground rent expense adjustment		1,788			1,687			682			—			—
Straight-line rent (1)		(21,404	)		(23,075	)		(24,571	)		(21,073	)		(20,082	)
Fair value lease revenue (1) (2)		(19,756	)		(19,955	)		(20,537	)		(20,761	)		(18,875	)

Subtotal		274,536			275,615			264,217			253,860			246,665
Divided by:

Adjusted interest expense (4) (5)		91,929			83,678			83,495			87,598			80,855

Interest Coverage Ratio		2.99			3.29			3.16			2.90			3.05


*Including Capitalized Interest*
Net income (loss)	$	115,443		$	80,451		$	69,738		$	48,194		$	(12,756	)
Interest expense		103,967			95,777			95,236			99,151			92,192
Depreciation and amortization expense		109,181			109,495			111,080			109,428			92,763
Depreciation and amortization expense from unconsolidated joint ventures		24,592			25,633			26,680			27,065			26,206
Gains on sales of real estate included within income from unconsolidated joint ventures		(46,166	)		—			—			—			(572	)
Losses from early extinguishments of debt		1,494			—			—			—			81,662
Non-cash termination income (including fair value lease amounts)		(573	)		(335	)		—			—			—
Stock-based compensation		5,970			5,937			5,909			11,856			6,127
Straight-line ground rent expense adjustment		1,788			1,687			682			—			—
Straight-line rent (1)		(21,404	)		(23,075	)		(24,571	)		(21,073	)		(20,082	)
Fair value lease revenue (1) (2)		(19,756	)		(19,955	)		(20,537	)		(20,761	)		(18,875	)

Subtotal		274,536			275,615			264,217			253,860			246,665
Divided by:

Adjusted interest expense (4) (5) (6)		104,117			96,682			95,453			98,837			95,424

Interest Coverage Ratio		2.64			2.85			2.77			2.57			2.58

(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.

(4)	Excludes the impact of the ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment of $9,815, $9,813, $9,657, $9,505 and $9,486 for the three months ended December 31, 2011, September 30, 2011, June 30, 2011, March 31, 2011 and December 31, 2010, respectively.

(5)	Excludes amortization of financing costs of $2,223, $2,286, $2,084, $2,048 and $1,851 for the three months ended December 31, 2011, September 30, 2011, June 30, 2011, March 31, 2011 and December 31, 2010, respectively.

(6)	Includes capitalized interest of $12,188, $13,004, $11,958, $11,239 and $14,569 for the three months ended December 31, 2011, September 30, 2011, June 30, 2011, March 31, 2011 and December 31, 2010, respectively.

Boston Properties, Inc.

Fourth Quarter 2011

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal December 31, 2011
Mortgage Notes Payable	$	3,099,473
Unsecured Line of Credit		—
Unsecured Senior Notes, at face value		3,875,000
Unsecured Exchangeable Senior Notes, at face value		1,773,694

Total Debt		8,748,167
Fair Value Adjustment on Mortgage Notes Payable		23,794
Discount on Unsecured Senior Notes		(9,814	)
Discount on Unsecured Exchangeable Senior Notes		(3,462	)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment (1)		(54,547	)

Total Consolidated Debt	$	8,704,138

Boston Properties Limited Partnership Unsecured Senior Notes


Settlement Date	11/10/2011			11/18/2010			4/19/2010			10/9/2009			5/22/2003			3/18/2003			1/17/2003			12/13/2002			Total/ Average
Original Principal Amount	$	850,000		$	850,000		$	700,000		$	700,000		$	250,000		$	300,000		$	175,000		$	750,000		$	4,575,000
Principal Amount at Quarter End	$	850,000		$	850,000		$	700,000		$	700,000		$	250,000		$	300,000		$	42,568		$	182,432		$	3,875,000
Yield (on issue date)		3.853	%		4.289	%		5.708	%		5.967	%		5.194	%		5.693	%		6.291	%		6.381	%		5.24	%
Coupon		3.700	%		4.125	%		5.625	%		5.875	%		5.000	%		5.625	%		6.250	%		6.250	%		5.12	%
Public Offering Price		99.767	%		99.260	%		99.891	%		99.931	%		99.329	%		99.898	%		99.763	%		99.650	%		99.68	%
Ratings:
Moody’s		Baa2 (stable	)		Baa2 (stable	)		Baa2 (stable	)		Baa2 (stable	)		Baa2 (stable	)		Baa2 (stable	)		Baa2 (stable	)		Baa2 (stable	)
S&P		A- (stable	)		A- (stable	)		A- (stable	)		A- (stable	)		A- (stable	)		A- (stable	)		A- (stable	)		A- (stable	)
Fitch		BBB (stable	)		BBB (stable	)		BBB (stable	)		BBB (stable	)		BBB (stable	)		BBB (stable	)		BBB (stable	)		BBB (stable	)
Maturity Date		11/15/2018			5/15/2021			11/15/2020			10/15/2019			6/1/2015			4/15/2015			1/15/2013			1/15/2013
Discount	$	1,950		$	5,986		$	699		$	399		$	582		$	105		$	13		$	80		$	9,814

Unsecured Senior Notes, net of discount	$	848,050		$	844,014		$	699,301		$	699,601		$	249,418		$	299,895		$	42,555		$	182,352		$	3,865,186

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		$	576,194		$	450,000		$	1,773,694
Yield (on issue date)		4.037	%		3.462	%		3.787	%		3.787	%
GAAP Yield		6.555	%		5.630	%		5.958	%		6.103	%
Coupon		3.625	%		2.875	%		3.750	%
Exchange Rate		8.5051			7.0430			10.0066
Exchange Price	$	135.25	(2)	$	141.98		$	99.93
Diluted share impact for the current quarter		—			—			—			—
First Optional Redemption Date		N/A			2/20/2012	(3)		5/18/2013
Maturity Date		2/15/2014			2/15/2037			5/15/2036
Discount	$	3,069		$	393		$	—		$	3,462
ASC 470-20 (FSP APB 14-1) Adjustment (1)	$	39,969		$	1,553		$	13,025		$	54,547

Unsecured Senior Exchangeable Notes	$	704,462		$	574,248		$	436,975		$	1,715,685

Equity

(in thousands)


	Shares/ Units Outstanding as of 12/31/11		Common Stock Equivalents			Equivalent Value (4)
Common Stock		148,108		148,108	(5)	$	14,751,557
Common Operating Partnership Units		18,164		18,164	(6)	$	1,809,134
Series Two Preferred Operating Partnership Units		1,113		1,461		$	145,516

Total Equity				167,733		$	16,706,207


Total Consolidated Debt						$	8,704,138

Total Consolidated Market Capitalization						$	25,410,345


BXP’s share of Joint Venture Debt						$	1,433,687	(7)
Total Combined Debt (8)						$	10,137,825


Total Combined Market Capitalization (9)						$	26,844,032

(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 December 31, 2011, the exchange price was $135.25 per share.

(3)

On January 10, 2012, the Company announced that holders of the 2.875% Exchangeable Senior Notes due 2037 (the “Notes”) of its Operating Partnership have the right to surrender their Notes for purchase by the Operating Partnership (the “Put Right”) on February 15, 2012. The opportunity to exercise the Put Right will expire at 5:00 p.m., New York City time, on February 8, 2012. On January 10, 2012, the Company also announced that the Operating Partnership issued a notice of redemption to the holders of the Notes to redeem, on February 20, 2012 (the “Redemption Date”), all of the Notes outstanding on the Redemption Date. In connection with the redemption, holders of the Notes have the right to exchange their Notes prior to 5:00 p.m., New York City time, on February 16, 2012. Notes with respect to which the Put Right is not exercised (or with respect to which the Put Right is exercised and subsequently withdrawn prior to the withdrawal deadline) and that are not surrendered for exchange prior to 5:00 p.m., New York City time, on February 16, 2012, will be redeemed by the Operating Partnership on the Redemption Date at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon to, but excluding, the Redemption Date.

(4)	Values based on December 31, 2011 closing price of $99.60 per share of common stock.

(5)	Includes 99 shares of restricted stock.

(6)	Includes 1,601 long-term incentive plan units, but excludes 400 unvested outperformance plan units.

(7)	Excludes the Company’s share ($280,442) of partner loans made to unconsolidated joint ventures.

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

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

Boston Properties, Inc.

Fourth Quarter 2011

DEBT ANALYSIS (1)

Debt Maturities and Principal Payments

as of December 31, 2011

(in thousands)


	2012			2013			2014			2015			2016			Thereafter			Total

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

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

Fixed Rate Debt

Mortgage Notes Payable	$	248,986		$	103,209		$	87,757		$	26,182		$	397,629		$	2,235,710		$	3,099,473
Fair Value Adjustment		6,816			4,271			3,962			4,157			4,226			362			23,794

Mortgage Notes Payable		255,802			107,480			91,719			30,339			401,855			2,236,072			3,123,267

Unsecured Exchangeable Senior Notes, net of discount (2)		575,801			450,000			744,431			—			—			—			1,770,232

ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(29,057	)		(23,052	)		(2,438	)		—			—			—			(54,547	)

Unsecured Exchangeable Senior Notes		546,744			426,948			741,993			—			—			—			1,715,685

Unsecured Senior Notes, net of discount		—			224,907			—			549,313			—			3,090,966			3,865,186


Total Fixed Debt	$	802,546		$	759,335		$	833,712		$	579,652		$	401,855		$	5,327,038		$	8,704,138


Total Consolidated Debt	$	802,546		$	759,335		$	833,712		$	579,652		$	401,855		$	5,327,038		$	8,704,138


GAAP Weighted Average Floating Rate Debt		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%		0.00	%
GAAP Weighted Average Fixed Rate Debt		5.44	%		6.08	%		6.46	%		5.48	%		6.84	%		5.00	%		5.39	%

Total GAAP Weighted Average Rate		5.44	%		6.08	%		6.46	%		5.48	%		6.84	%		5.00	%		5.39	%


Total Stated Weighted Average Rate		4.59	%		4.94	%		4.03	%		5.40	%		6.83	%		5.02	%		4.99	%

Unsecured Debt

Unsecured Line of Credit - Matures June 24, 2014

(in thousands)


Facility	Outstanding at 12/31/2011		Letters of Credit		Remaining Capacity at 12/31/2011

$750,000	$	—	$	13,084	$	736,916

Unsecured and Secured Debt Analysis


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

Unsecured Debt		64.12	%		4.56	%		5.37	%		5.3 years
Secured Debt		35.88	%		5.75	%		5.43	%		5.9 years

Total Consolidated Debt		100.00	%		4.99	%		5.39	%		5.5 years

Floating and Fixed Rate Debt Analysis


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

Floating Rate Debt		0.00	%		0.00	%		0.00	%		— years
Fixed Rate Debt		100.00	%		4.99	%		5.39	%		5.5 years

Total Consolidated Debt		100.00	%		4.99	%		5.39	%		5.5 years

(1)

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

(2)	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.

Fourth Quarter 2011

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

as of December 31, 2011

(in thousands)


Property	2012			2013			2014			2015			2016			Thereafter			Total

599 Lexington Avenue	$	—		$	—		$	—		$	—		$	—		$	750,000		$	750,000
601 Lexington Avenue		—			2,747			11,321			11,870			12,447			686,615			725,000
John Hancock Tower and Garage		—			—			—			—			—			640,500			640,500	(2)
Embarcadero Center Four		4,828			5,131			5,452			5,794			348,886			—			370,091
Bay Colony Corporate Center		143,900			—			—			—			—			—			143,900	(2)
505 9th Street		2,179			2,306			2,441			2,585			2,737			113,596			125,844
One Freedom Square		65,511			—			—			—			—			—			65,511	(2)
New Dominion Technology Park, Building Two		—			—			63,000			—			—			—			63,000
140 Kendrick Street		1,143			47,889			—			—			—			—			49,032	(2)
New Dominion Technology Park, Building One		1,987			2,140			2,304			2,481			2,672			35,822			47,406
Kingstowne Two and Retail		1,631			1,730			1,837			1,950			29,277			—			36,425	(2)
Montvale Center		25,000			—			—			—			—			—			25,000	(3)
Sumner Square		931			22,896			—			—			—			—			23,827
Kingstowne One		655			17,062			—			—			—			—			17,717	(2)
University Place		1,221			1,308			1,402			1,502			1,610			9,177			16,220


		248,986			103,209			87,757			26,182			397,629			2,235,710			3,099,473


Aggregate Fair Value Adjustments		6,816			4,271			3,962			4,157			4,226			362			23,794


		255,802			107,480			91,719			30,339			401,855			2,236,072			3,123,267


Unsecured Exchangeable Senior Notes, net of discount		575,801			450,000			744,431			—			—			—			1,770,232	(4)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(29,057	)		(23,052	)		(2,438	)		—			—			—			(54,547	)


		546,744			426,948			741,993			—			—			—			1,715,685


Unsecured Senior Notes, net of discount		—			224,907			—			549,313			—			3,090,966			3,865,186
Unsecured Line of Credit		—			—			—			—			—			—			—	(5)


	$	802,546		$	759,335		$	833,712		$	579,652		$	401,855		$	5,327,038		$	8,704,138


% of Total Consolidated Debt		9.22	%		8.72	%		9.58	%		6.66	%		4.62	%		61.20	%		100.00	%
Balloon Payments	$	809,407		$	761,159		$	807,431		$	549,313		$	372,532		$	5,226,212		$	8,526,054
Scheduled Amortization	$	22,196		$	21,228		$	28,719		$	30,339		$	29,323		$	100,826		$	232,631

(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)

As previously disclosed, the Company notified the master servicer of the non-recourse mortgage loan collateralized by the Company’s Montvale Center property located in Gaithersburg, Maryland 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. The Company is not current on making debt service payments and is currently accruing interest at the default interest rate of 9.93% per annum. The loan was originally scheduled to mature on June 6, 2012. However, a receiver has been appointed for the property and the Company expects the property to be transferred to the lender, during the first quarter of 2012.

(4)	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).

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

Boston Properties, Inc.

Fourth 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 December 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
	December 31, 2011
Total Assets:
Capitalized Property Value (1)	$	17,529,632		$	17,923,097
Cash and Cash Equivalents		1,823,208			1,823,208
Investments in Marketable Securities		9,548			9,548
Undeveloped Land, at Cost (including Joint Venture %)		282,722			282,722
Development in Process, at Cost (including Joint Venture %)		1,092,735			1,092,735

Total Assets	$	20,737,845		$	21,131,310


Unencumbered Assets	$	13,507,215		$	13,737,322


Secured Debt (Fixed and Variable) (2)	$	3,099,473		$	3,099,473
Joint Venture Debt		1,433,687			1,433,687
Contingent Liabilities & Letters of Credit		15,509			15,509
Unsecured Debt (3)		5,648,694			5,648,694

Total Outstanding Debt	$	10,197,363		$	10,197,363


Consolidated EBITDA:
Net income (loss) (per Consolidated Income Statement)	$	115,443		$	115,443
Subtract: Income from unconsolidated joint ventures (per Consolidated Income Statement)		(57,712	)		(57,712	)
Subtract: Gains (losses) from Investments in Securities (per Consolidated Income Statement)		(38	)		(38	)
Add: Losses from early extinguishment of debt (per Consolidated Income Statement)		1,494			1,494
Add: Interest Expense (per Consolidated Income Statement)		103,967			103,967
Add: Depreciation and Amortization (per Consolidated Income Statement)		109,181			109,181

EBITDA		272,335			272,335
Add: Company share of unconsolidated joint venture EBITDA		58,108			58,108

Consolidated EBITDA	$	330,443		$	330,443


Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)	$	103,967		$	103,967
Add: Company share of unconsolidated joint venture interest expense		22,556			22,556
Less: Amortization of financing costs		(2,223	)		(2,223	)
Less: Interest expense funded by construction loan draws		—			—

Adjusted Interest Expense	$	124,300		$	124,300


Covenant Ratios and Related Data	Test	Actual			Actual
Total Outstanding Debt/Total Assets	Less than 60%		49.2	%		48.3	%
Secured Debt/Total Assets	Less than 50%		21.9	%		21.5	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50x		2.66			2.66
Unencumbered Assets/ Unsecured Debt	Greater than 150%		239.1	%		243.2	%


Unencumbered Consolidated EBITDA		$	196,439		$	196,439


Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)			2.77			2.77


% of Unencumbered Consolidated EBITDA to Consolidated EBITDA			59.4	%		59.4	%


# of unencumbered properties			118			118

(1)

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

(2)	Excludes fair value adjustment of $23,794.

(3)	Excludes debt discount of $13,276 and ASC 470-20 (formerly known as FSP APB 14-1) adjustment of $54,547.

Boston Properties, Inc.

Fourth Quarter 2011

UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS (*)

Debt Maturities and Principal Payments by Property

(in thousands)


Property	2012			2013			2014			2015			2016			Thereafter			Total

General Motors Building (60%)	$	—		$	—		$	—		$	—		$	—		$	963,600		$	963,600	(1)(2)
125 West 55th Street (60%)		1,659			1,763			1,874			1,991			2,116			112,245			121,648
Metropolitan Square (51%)		—			662			1,187			1,257			1,332			84,812			89,250
540 Madison Avenue (60%)		260			70,920			—			—			—			—			71,180	(2)
Market Square North (50%)		—			161			993			1,042			1,094			61,710			65,000
901 New York Avenue (25%)		742			782			823			37,590			—			—			39,937
Annapolis Junction - Lot 4 (50%)		210			279			279			279			279			19,799			21,125	(3)
500 North Capitol (30%)		—			—			11,878			—			—			—			11,878	(4)
Annapolis Junction - Lot 6 (50%)		—			4,124			—			—			—			—			4,124	(5)


		2,871			78,691			17,034			42,159			4,821			1,242,166			1,387,742

Aggregate Fair Value Adjustments		7,102			7,186			7,087			7,612			8,177			6,529			43,691


	$	9,973		$	85,877		$	24,121		$	49,771		$	12,998		$	1,248,695		$	1,431,433

GAAP Weighted Average Rate		5.66	%		6.19	%		3.47	%		5.29	%		5.54	%		6.39	%		6.30	%
% of Total Debt		0.70	%		6.00	%		1.69	%		3.48	%		0.91	%		87.23	%		100.00	%

Floating and Fixed Rate Debt Analysis


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

Floating Rate Debt		2.68	%		1.96	%		2.34	%		4.7 years
Fixed Rate Debt		97.32	%		5.85	%		6.41	%		6.0 years

Total Debt		100.00	%		5.74	%		6.30	%		6.0 years

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

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

(2)	These properties have a fair value adjustment which are aggregated below. Although the General Motors Building mortgage requires interest only payments with a balloon payment at maturity, the fair value adjustment is amortized over the term of the loan.

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

(4)

On October 14, 2011, 500 North Capitol’s mortgage loan was refinanced with a new construction loan totaling $107 million (the Company’s share being 30%), which bears interest at a variable rate equal to LIBOR plus 1.65% per annum and matures on October 14, 2014 with two, one-year extension options, subject to certain conditions. At closing, $33.3 million was drawn to fund the repayment of the existing mortgage of $22 million and $11.3 million to fund previously expended development costs.

(5)

On November 17, 2011, Annapolis Junction’s Lot 6 project obtained a construction loan totaling $19 million (the Company’s share being 50%), which bears interest at a variable rate equal to LIBOR plus 1.65% per annum and matures on November 17, 2013 with two, one-year extension options, subject to certain conditions. At closing, $7.4 million was drawn to fund previously expended development costs.

Boston Properties, Inc.

Fourth Quarter 2011

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of December 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 (3)			500 North Capitol Street (3)			Subtotal		Value- Added Fund (4)(5)			Total Unconsolidated Joint Ventures
Investment (6)	$	657,579	(7)	$	114,798		$	3,362		$	68,337		$	(12,405	)	$	11,763		$	(1,468	)	$	51,139		$	17,507		$	10,360		$	1,740		$	922,712	$	27,452		$	950,164
Note Receivable		270,000	(7)		—			—			—			—			—			—			—			—			—			—			270,000		10,442	(11)		280,442

Net Equity (6)	$	387,579		$	114,798		$	3,362		$	68,337		$	(12,405	)	$	11,763		$	(1,468	)	$	51,139		$	17,507		$	10,360		$	1,740		$	652,712	$	17,010		$	669,722

Mortgage/Construction loans payable (6) (8)	$	963,600		$	121,648		$	—		$	71,180		$	65,000		$	89,250		$	39,937		$	—		$	25,249		$	—		$	11,878		$	1,387,742	$	45,945		$	1,433,687

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 December 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 (3)			500 North Capitol Street (3)			Subtotal			Value- Added Fund (4)			Total Unconsolidated Joint Ventures
REVENUE
Rental	$	55,592		$	9,915	$	2,050		$	7,195		$	5,192	$	8,848	$	8,746		$	1,109		$	4,211		$	—		$	(3	)	$	102,855		$	4,196		$	107,051
Straight-line rent		5,091			1,485		—			(67	)		203		33		(148	)		—			(5	)		—			—			6,592			465			7,057
Fair value lease revenue		26,139			619		—			924			—		—		—			—			—			—			—			27,682			138			27,820
Termination Income		—			79		—			1,096			—		—		—			—			—			—			—			1,175			—			1,175

Total revenue		86,822			12,098		2,050			9,148			5,395		8,881		8,598			1,109			4,206			—			(3	)		138,304			4,799			143,103

EXPENSES
Operating		20,057			3,559		1,381			2,878			2,331		3,378		3,310			755			1,296			46			—			38,991			1,715			40,706


NET OPERATING INCOME		66,765			8,539		669			6,270			3,064		5,503		5,288			354			2,910			(46	)		(3	)		99,313			3,084			102,397

Interest		26,584			3,133		693			1,940			1,597		2,541		2,102			—			160			—			—			38,750			1,171			39,921
Interest other - partner loans		16,106			—		—			—			—		—		—			—			—			—			—			16,106			—			16,106
Depreciation and amortization		28,734			4,300		—			3,335			797		1,983		1,373			1,395			1,179			—			—			43,096			1,688			44,784

SUBTOTAL		71,424			7,433		693			5,275			2,394		4,524		3,475			1,395			1,339			—			—			97,952			2,859			100,811

Loss on sale of real estate							1,084	(12)																								1,084						1,084

NET INCOME/(LOSS)	$	(4,659	)	$	1,106	$	(1,108	)	$	995		$	670	$	979	$	1,813		$	(1,041	)	$	1,571		$	(46	)	$	(3	)	$	277		$	225		$	502


BXP’s share of net income/(loss)	$	(2,795	)	$	664	$	(665	)	$	597		$	335	$	499	$	903	(9)	$	(349	)	$	741	(9)	$	(23	)	$	(1	)	$	(94	)	$	107	(5)(9)	$	12
Basis differential (10)		—			470		650	(12)		631			—		—		—			—			—			—			—			1,751			119	(5)		1,871
Gain on sale of investment		—			—		46,166			—			—		—		—			—			—			—			—			46,166			—			46,166
Elimination of inter-entity interest on partner loan		9,663			—		—			—			—		—		—			—			—			—			—			9,663			—			9,663

Income/(loss) from unconsolidated joint ventures	$	6,868		$	1,134	$	46,151		$	1,228		$	335	$	499	$	903		$	(349	)	$	741		$	(23	)	$	(1	)	$	57,486		$	226	(5)	$	57,712

Gain on sale of investment		—			—		(46,166	)		—			—		—		—			—			—			—			—			(46,166	)		—			(46,166	)
BXP’s share of depreciation & amortization		17,240			2,191		—			1,633			398		1,012		562	(9)		467			553	(9)		—			—			24,056			536	(5)(9)		24,592

BXP’s share of Funds from Operations (FFO)	$	24,108		$	3,325	$	(15	)	$	2,861		$	733	$	1,511	$	1,465		$	118		$	1,294		$	(23	)	$	(1	)	$	35,376		$	762	(5)	$	36,138


BXP’s share of net operating income/(loss)	$	40,059		$	5,205	$	401		$	4,025		$	1,532	$	2,807	$	1,322		$	118		$	1,455		$	(23	)	$	(1	)	$	56,900		$	1,208	(5)	$	58,108

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

(3)	Property is currently not in service (i.e., under construction or undeveloped land). 500 North Capitol Street was taken out of service for re-development on March 28, 2011.

(4)

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.

(5)	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.

(6)	Represents the Company’s share.

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

(8)	Excludes fair value adjustments.

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

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

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

(12)

On October 25, 2011, Two Grand Central Tower was sold for approximately $401.0 million, including the assumption by the buyer of approximately $176.6 million of mortgage indebtedness. Net cash proceeds totaled approximately $210.0 million, of which the Company’s share was approximately $126.0 million, after the payment of transaction costs of approximately $14.4 million. The net assets of the property aggregated approximately $427.1 million. As a result, pursuant to the provisions of ASC 360, the unconsolidated joint venture recognized a non-cash impairment loss and loss on sale of real estate aggregating to approximately $40.5 million, of which $39.4 million was recognized in Q3 2011, which is equal to the difference between the sale price less cost to sell and the carrying value of the net assets of the property. The Company had previously recognized an impairment loss on its investment in the unconsolidated joint venture totaling approximately $74.3 million under the provisions of ASC 323. As a result, the Company recognized a gain on sale of real estate totaling approximately $46.2 million.

Boston Properties, Inc.

Fourth 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 %			Annualized Revenue per leased SF (1)		Mortgage Notes Payable (2)

300 Billerica Road, Chelmsford, MA		1		110,882		100.0	%	$	9.00	$	1,875	(3)
Mountain View Research Park, Mountain View, CA		16		600,449		73.9	%		31.08		36,166	(4)
Mountain View Technology Park, Mountain View, CA		7		135,279		90.7	%		22.41		7,904	(5)

Total		24		846,610		80.0	%	$	25.89	$	45,945

Results of Operations

(unaudited and in thousands)

for the three months ended December 31, 2011


	Value- Added Fund
REVENUE

Rental	$	4,196
Straight-line rent		465
Fair value lease revenue		138

Total revenue		4,799


EXPENSES
Operating		1,715


SUBTOTAL		3,084

Interest		1,171
Depreciation and amortization		1,688

SUBTOTAL		2,859


NET INCOME	$	225


BXP’s share of net income	$	107
Basis differential (6)		119

Income from Value-Added Fund	$	226
BXP’s share of depreciation & amortization		536

BXP’s share of Funds from Operations (FFO)	$	762


The Company’s Equity in the Value-Added Fund	$	17,010

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

(2)	Represents the Company’s share.

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

(4)

The mortgage bears interest at a variable rate of LIBOR plus 2.50% and matures on May 31, 2014. In conjunction with the mortgage loan, the Company agreed to lend up to $12.0 million to the Value-Added Fund, of which approximately $6.7 million has been advanced through December 31, 2011. The loan from the Company bears interest at a fixed rate of 10.0% per annum and matures on May 31, 2014. The loan from the Company is included in the Company’s investment in the Value-Added Fund.

(5)

On November 22, 2011, the mortgage loan was refinanced to a new mortgage loan totaling $20.0 million. The new mortgage loan bears interest at a variable rate of LIBOR plus 2.50% and matures on November 22, 2014. In conjunction with the mortgage loan modification, the Company agreed to lend up to $6.0 million to the Value-Added Fund, of which approximately $3.7 million has been advanced through December 31, 2011. The loan from the Company bears interest at a fixed rate of 10.0% per annum and matures on November 22, 2014. The loan from the Company is included in the Company’s investment in the Value-Added Fund.

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

Boston Properties, Inc.

Fourth 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 December 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 Residential (4)			% of NOI Hotel (4)			% of NOI Total (4)

Boston		12,057,289			25.0	%		770,414			1.6	%		12,827,703			33.0	%		0.1	%		1.1	%		27.8	%
New York		8,310,065	(5)		38.6	%		—			—			8,310,065	(5)		21.4	%		—			—			38.6	%
Princeton		2,453,574			2.3	%		—			—			2,453,574			6.3	%		—			—			2.3	%
San Francisco		5,120,901			9.5	%		—			—			5,120,901			13.2	%		—			—			9.5	%
Washington, DC		9,409,677	(6)		20.7	%		756,325			0.9	%		10,166,002	(6)		26.1	%		0.2	%		—			21.8	%

		37,351,506			96.1	%		1,526,739			2.5	%		38,878,245			100.0	%		0.3	%		1.1	%		100.0	%

% of Total		96.1	%					3.9	%					100.0	%

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


Geographic Area	CBD			Suburban			Total

Boston		21.7	%		6.1	%		27.8	%
New York		38.6	%		—			38.6	%
Princeton		—			2.3	%		2.3	%
San Francisco		7.7	%		1.8	%		9.5	%
Washington, DC		9.2	%		12.6	%		21.8	%


Total		77.2	%		22.8	%		100.0	%

Structured Parking


	Number of Spaces		Square Feet

Total Structured Parking		44,528		15,072,280

Hotel Properties


Hotel Properties	Number of Rooms		Square Feet (7)

Cambridge Center Marriott, Cambridge, MA		433		332,455

Total Hotel Properties		433		332,455

Residential Properties


Residential Properties	Number of Units		Square Feet
Residences on The Avenue, Washington, DC		335		323,295	(8)
The Lofts at Atlantic Wharf, Boston, MA		86		86,584	(9)

Total Residential Properties		421		409,879

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

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

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

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

(5)	Includes 1,808,413 square feet at the General Motors Building, 583,617 square feet at 125 West 55th Street and 289,295 square feet at 540 Madison Avenue, each of which is 60% owned by the Company.

(6)

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

(7)	Includes 2,055 square feet of retail space which is 100% occupied.

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

(9)	Includes 8,994 square feet of retail space which is 61% occupied.

Boston Properties, Inc.

Fourth Quarter 2011

In-Service Property Listing

as of December 31, 2011


		Sub Market	Number of Buildings		Square Feet		Occupied %			Annualized Revenue Per Occupied SF (1)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)
Boston
Office
(2)	John Hancock Tower	CBD Boston MA		1		1,723,276		97.6	%	$	50.99	Y	CBD
	800 Boylston Street - The Prudential Center	CBD Boston MA		1		1,234,428		98.5	%		50.01	N	CBD
	111 Huntington Avenue - The Prudential Center	CBD Boston MA		1		859,433		61.6	%		57.17	N	CBD
(2)	Atlantic Wharf Office	CBD Boston MA		1		797,873		78.5	%		57.06	N	CBD
	101 Huntington Avenue - The Prudential Center	CBD Boston MA		1		505,939		100.0	%		40.89	N	CBD
	The Shops at the Prudential Center	CBD Boston MA		1		504,089		99.2	%		72.36	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		86.1	%		43.98	N	CBD
	Three Cambridge Center	East Cambridge MA		1		109,358		100.0	%		28.52	N	CBD
	Four Cambridge Center	East Cambridge MA		1		199,131		57.5	%		43.45	N	CBD
	Five Cambridge Center	East Cambridge MA		1		240,480		100.0	%		48.79	N	CBD
	Eight Cambridge Center	East Cambridge MA		1		177,226		100.0	%		41.24	N	CBD
	Ten Cambridge Center	East Cambridge MA		1		152,664		100.0	%		44.36	N	CBD
	Eleven Cambridge Center	East Cambridge MA		1		79,616		86.3	%		51.70	N	CBD
	University Place	Mid-Cambridge MA		1		195,282		100.0	%		39.75	Y	CBD
(2)	Bay Colony Corporate Center	Route 128 Mass Turnpike MA		4		985,334		62.7	%		32.82	Y	S
	Reservoir Place	Route 128 Mass Turnpike MA		1		526,080		80.2	%		32.17	N	S
	Reservoir Place North	Route 128 Mass Turnpike MA		1		73,258		100.0	%		29.54	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		301,373		99.1	%		33.29	N	S
	77 CityPoint	Route 128 Mass Turnpike MA		1		209,707		100.0	%		42.84	N	S
(3)	Waltham Office Center	Route 128 Mass Turnpike MA		1		67,005		20.0	%		17.22	N	S
	195 West Street	Route 128 Mass Turnpike MA		1		63,500		100.0	%		37.38	N	S
	200 West Street	Route 128 Mass Turnpike MA		1		256,245		78.7	%		31.60	N	S
	Weston Corporate Center	Route 128 Mass Turnpike MA		1		356,995		100.0	%		45.66	N	S
	Waltham Weston Corporate Center	Route 128 Mass Turnpike MA		1		306,687		84.3	%		31.21	N	S
	10 & 20 Burlington Mall Road	Route 128 Northwest MA		2		152,097		83.9	%		24.57	N	S
	Bedford Business Park	Route 128 Northwest MA		1		92,207		100.0	%		27.41	N	S
	32 Hartwell Avenue	Route 128 Northwest MA		1		69,154		100.0	%		26.49	N	S
	91 Hartwell Avenue	Route 128 Northwest MA		1		121,425		60.4	%		26.59	N	S
	92 Hayden Avenue	Route 128 Northwest MA		1		31,100		100.0	%		36.02	N	S
	100 Hayden Avenue	Route 128 Northwest MA		1		55,924		100.0	%		34.90	N	S
	33 Hayden Avenue	Route 128 Northwest MA		1		80,128		43.7	%		39.72	N	S
	Lexington Office Park	Route 128 Northwest MA		2		166,745		77.0	%		28.07	N	S
	191 Spring Street	Route 128 Northwest MA		1		158,900		100.0	%		31.87	N	S
	181 Spring Street	Route 128 Northwest MA		1		55,792		100.0	%		22.72	N	S
	201 Spring Street	Route 128 Northwest MA		1		106,300		100.0	%		34.06	N	S
	40 Shattuck Road	Route 128 Northwest MA		1		121,216		82.4	%		21.59	N	S
	Quorum Office Park	Route 128 Northwest MA		2		267,527		82.5	%		16.14	N	S

				47		12,057,289		87.2	%	$	43.58

Office/Technical
	Seven Cambridge Center	East Cambridge MA		1		231,028		100.0	%	$	85.53	N	CBD
	Fourteen Cambridge Center	East Cambridge MA		1		67,362		100.0	%		24.68	N	CBD
	Bedford Business Park	Route 128 Northwest MA		2		377,884		87.3	%		20.15	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

				6		770,414		85.4	%	$	43.34


		Total Boston:		53		12,827,703		87.1	%	$	43.57

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

(2)	Not included in Same Property analysis.

(3)	Property held for redevelopment.

Boston Properties, Inc.

Fourth Quarter 2011

In-Service Property Listing (continued)

as of December 31, 2011


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

New York
Office
	599 Lexington Avenue	Park Avenue NY		1		1,045,128		96.5	%	$	80.38	Y	CBD
	601 Lexington Avenue	Park Avenue NY		1		1,630,318		98.0	%		85.80	Y	CBD
	399 Park Avenue	Park Avenue NY		1		1,707,476		98.8	%		81.17	N	CBD
	Times Square Tower	Times Square NY		1		1,245,818		98.5	%		71.82	N	CBD
	General Motors Building (60% ownership)	Plaza District NY		1		1,808,413		96.7	%		118.29	Y	CBD
	540 Madison Avenue (60% ownership)	Fifth/Madison Avenue NY		1		289,295		94.2	%		95.90	Y	CBD
	125 West 55th Street (60% ownership)	Sixth/Rock Center NY		1		583,617		100.0	%		66.71	Y	CBD

		Total New York		7		8,310,065		97.8	%	$	88.04


Princeton
Office
	101 Carnegie Center	Princeton NJ		1		123,659		87.7	%	$	28.82	N	S
	104 Carnegie Center	Princeton NJ		1		102,830		85.4	%		32.37	N	S
	105 Carnegie Center	Princeton NJ		1		69,955		55.4	%		27.96	N	S
	201 Carnegie Center	Princeton NJ		—		6,500		100.0	%		30.48	N	S
	202 Carnegie Center	Princeton NJ		1		130,582		92.7	%		32.60	N	S
	206 Carnegie Center	Princeton NJ		1		161,763		100.0	%		33.40	N	S
	210 Carnegie Center	Princeton NJ		1		162,372		94.4	%		37.30	N	S
	211 Carnegie Center	Princeton NJ		1		47,025		100.0	%		32.34	N	S
	212 Carnegie Center	Princeton NJ		1		150,395		63.4	%		34.21	N	S
	214 Carnegie Center	Princeton NJ		1		150,774		62.5	%		30.75	N	S
	302 Carnegie Center	Princeton NJ		1		64,926		65.1	%		31.11	N	S
	502 Carnegie Center	Princeton NJ		1		118,120		81.7	%		35.12	N	S
	504 Carnegie Center	Princeton NJ		1		121,990		100.0	%		30.01	N	S
	506 Carnegie Center	Princeton NJ		1		145,213		74.8	%		31.68	N	S
	508 Carnegie Center	Princeton NJ		1		128,662		20.3	%		31.03	N	S
	510 Carnegie Center	Princeton NJ		1		234,160		100.0	%		29.61	N	S
	701 Carnegie Center	Princeton NJ		1		120,000		100.0	%		36.89	N	S

				16		2,038,926		81.6	%	$	32.44


	One Tower Center	East Brunswick NJ		1		414,648		47.2	%	$	30.69	N	S

				1		414,648		47.2	%	$	30.69


		Total Princeton:		17		2,453,574		75.8	%	$	32.25


San Francisco
Office
	Embarcadero Center One	CBD San Francisco CA		1		833,723		93.1	%	$	46.68	N	CBD
	Embarcadero Center Two	CBD San Francisco CA		1		779,768		98.8	%		51.13	N	CBD
	Embarcadero Center Three	CBD San Francisco CA		1		775,086		97.9	%		43.42	N	CBD
	Embarcadero Center Four	CBD San Francisco CA		1		936,721		80.4	%		53.98	Y	CBD

				4		3,325,298		92.0	%	$	48.76


	611 Gateway	South San Francisco CA		1		256,302		100.0	%	$	35.10	N	S
	601 and 651 Gateway	South San Francisco CA		2		506,224		93.7	%		33.61	N	S
	303 Almaden	San Jose CA		1		158,499		91.5	%		35.59	N	CBD
(2)	North First Business Park	San Jose CA		5		190,636		75.8	%		14.84	N	S
	3200 Zanker Road	San Jose CA		4		543,900		52.0	%		15.00	N	S
(3)	2440 West El Camino Real	Mountain View CA		1		140,042		100.0	%		45.32	N	S

				14		1,795,603		80.4	%	$	29.68


		Total San Francisco:		18		5,120,901		87.9	%	$	42.62

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

(2)	Property held for redevelopment.

(3)	Not included in Same Property analysis.

Boston Properties, Inc.

Fourth Quarter 2011

In-Service Property Listing (continued)

as of December 31, 2011


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

Washington, DC
Office
	Capital Gallery	Southwest Washington DC		1		627,336		96.0	%	$	50.81	N	CBD
	500 E Street, S. W.	Southwest Washington DC		1		248,336		100.0	%		44.77	N	CBD
	Metropolitan Square (51% ownership)	East End Washington DC		1		588,917		99.8	%		52.16	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		408,965		83.1	%		58.55	Y	CBD
	505 9th Street, N.W. (50% ownership)	East End Washington DC		1		321,943		100.0	%		62.71	Y	CBD
	901 New York Avenue (25% ownership)	East End Washington DC		1		539,229		99.8	%		60.75	Y	CBD
(2)	601 Massachusetts Avenue (formerly 635 Massachusetts Avenue)	East End Washington DC		1		211,000		100.0	%		28.31	N	CBD
(3)	2200 Pennsylvania Avenue	CBD Washington DC		1		458,831		93.9	%		64.30	N	CBD
	1333 New Hampshire Avenue	CBD Washington DC		1		315,371		98.5	%		49.54	N	CBD
	1330 Connecticut Avenue	CBD Washington DC		1		252,136		100.0	%		56.34	N	CBD
	Sumner Square	CBD Washington DC		1		208,892		96.7	%		44.86	Y	CBD
	Annapolis Junction (50% ownership)	Anne Arundel County MD		1		117,599		100.0	%		144.07	Y	S
	Montvale Center	Montgomery County MD		1		123,392		79.4	%		27.43	Y	S
	One Preserve Parkway	Montgomery County MD		1		183,734		83.9	%		36.17	N	S
	2600 Tower Oaks Boulevard	Montgomery County MD		1		178,865		66.5	%		34.44	N	S
	Wisconsin Place Office	Montgomery County MD		1		299,186		96.5	%		48.48	N	S
	Democracy Tower	Fairfax County VA		1		235,436		100.0	%		45.49	N	S
	Kingstowne One	Fairfax County VA		1		151,195		83.5	%		37.46	Y	S
	Kingstowne Two	Fairfax County VA		1		156,251		98.2	%		38.03	Y	S
	Kingstowne Retail	Fairfax County VA		1		88,288		100.0	%		32.66	Y	S
	One Freedom Square	Fairfax County VA		1		424,016		97.8	%		43.08	Y	S
	Two Freedom Square	Fairfax County VA		1		421,142		96.7	%		43.30	N	S
	One Reston Overlook	Fairfax County VA		1		320,670		99.1	%		33.13	N	S
	Two Reston Overlook	Fairfax County VA		1		134,615		100.0	%		31.87	N	S
	One and Two Discovery Square	Fairfax County VA		2		366,990		100.0	%		40.50	N	S
	New Dominion Technology Park - Building One	Fairfax County VA		1		235,201		100.0	%		33.36	Y	S
	New Dominion Technology Park - Building Two	Fairfax County VA		1		257,400		100.0	%		37.91	Y	S
	Reston Corporate Center	Fairfax County VA		2		261,046		100.0	%		34.57	N	S
	South of Market	Fairfax County VA		3		647,670		100.0	%		47.18	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

				36		9,409,677		96.6	%	$	47.71

Office/Technical
(2)	6601 Springfield Center Drive	Fairfax County VA		1		26,388		100.0	%	$	10.92	N	S
	7435 Boston Boulevard	Fairfax County VA		1		103,557		100.0	%		21.32	N	S
	7451 Boston Boulevard	Fairfax County VA		1		47,001		100.0	%		23.06	N	S
	7450 Boston Boulevard	Fairfax County VA		1		62,402		100.0	%		20.47	N	S
	7374 Boston Boulevard	Fairfax County VA		1		57,321		100.0	%		16.00	N	S
	8000 Grainger Court	Fairfax County VA		1		88,775		100.0	%		20.07	N	S
	7500 Boston Boulevard	Fairfax County VA		1		79,971		100.0	%		15.97	N	S
	7501 Boston Boulevard	Fairfax County VA		1		75,756		100.0	%		25.34	N	S
	7601 Boston Boulevard	Fairfax County VA		1		103,750		100.0	%		14.44	N	S
	7375 Boston Boulevard	Fairfax County VA		1		26,865		100.0	%		20.47	N	S
	8000 Corporate Court	Fairfax County VA		1		52,539		100.0	%		20.97	N	S
	7300 Boston Boulevard	Fairfax County VA		1		32,000		100.0	%		28.29	N	S

				12		756,325		100.0	%	$	19.58


		Total Washington, DC:		48		10,166,002		96.9	%	$	45.55


		Total In-Service Properties:		143		38,878,245		91.3	%	$	53.58

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

(2)	Property held for redevelopment.

(3)	Not included in Same Property analysis.

Boston Properties, Inc.

Fourth Quarter 2011

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION

TOP 20 TENANTS BY SQUARE FEET LEASED


	Tenant	Sq. Ft.			% of Portfolio

1	US Government		1,913,876	(1)		4.92	%
2	Citibank		1,046,768	(2)		2.69	%
3	Lockheed Martin		766,065			1.97	%
4	Genentech		640,271			1.65	%
5	Kirkland & Ellis		639,683	(3)		1.65	%
6	Biogen Idec		592,885			1.52	%
7	Ropes & Gray		528,931			1.36	%
8	O’Melveny & Myers		511,659			1.32	%
9	Shearman & Sterling		472,808			1.22	%
10	Manufacturers Investment (Manulife)		469,050			1.21	%
11	Wellington Management		465,116			1.20	%
12	Weil Gotshal Manges		449,871	(4)		1.16	%
13	State Street Bank and Trust		408,552			1.05	%
14	Microsoft		400,278			1.03	%
15	Parametric Technology		380,987			0.98	%
16	Finnegan Henderson Farabow		362,405	(5)		0.93	%
17	Ann (fka Ann Taylor Corp.)		349,552			0.90	%
18	Bingham McCutchen		301,385			0.78	%
19	Aramis (Estee Lauder)		295,610	(6)		0.76	%
20	Accenture		288,041			0.74	%

	Total % of Portfolio Square Feet					29.02	%
	Total % of Portfolio Revenue					31.63	%

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		306,668
Biogen Idec	17 Cambridge Center		190,000
Morrison & Foerster	250 West 55th Street		184,000
McDermott Will & Emery	500 North Capitol		171,000	(8)

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

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

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

(4)	All the 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 295,610 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.

(8)	Boston Properties has a 30% ownership interest in the property.

Boston Properties, Inc.

Fourth Quarter 2011

IN-SERVICE OFFICE PROPERTIES

Lease Expirations (1) (2) (3) (4)


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		172,588	$	6,183,140	$	35.83	$	6,183,140	$	35.83		0.48	%
2012		2,069,435		105,137,987		50.81		105,512,610		50.99		5.81	%
2013		1,780,542		78,767,744		44.24		79,656,642		44.74		5.00	%
2014		3,540,641		145,663,694		41.14		154,669,362		43.68		9.94	%
2015		3,040,401		149,333,390		49.12		158,338,951		52.08		8.53	%
2016		3,253,098		160,664,488		49.39		167,131,937		51.38		9.13	%
2017		3,449,806		217,678,431		63.10		237,174,744		68.75		9.68	%
2018		831,509		54,774,881		65.87		60,424,782		72.67		2.33	%
2019		2,786,531		160,114,363		57.46		175,131,645		62.85		7.82	%
2020		3,124,710		185,568,896		59.39		205,585,729		65.79		8.77	%
Thereafter		8,275,731		468,184,166		56.57		568,968,866		68.75		23.23	%

Occupancy By Location (5)


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

Boston		90.2	%		93.7	%		82.9	%		86.3	%		87.2	%		90.8	%
New York		97.8	%		96.9	%		n/a			n/a			97.8	%		96.9	%
Princeton		n/a			n/a			75.8	%		80.8	%		75.8	%		80.8	%
San Francisco		92.0	%		91.8	%		79.3	%		95.6	%		87.9	%		92.9	%
Washington, DC		96.9	%		97.8	%		96.4	%		96.6	%		96.6	%		97.1	%

Total Portfolio		94.4	%		95.4	%		86.1	%		90.4	%		91.3	%		93.6	%

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

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

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

(4)	Includes 129,935 square feet of leased premises in properties under development.

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

Boston Properties, Inc.

Fourth Quarter 2011

IN-SERVICE OFFICE/TECHNICAL PROPERTIES

Lease Expirations (1) (2) (3)


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

2011		—	$	—	$	—	$	—	$	—		0.00	%
2012		205,445		3,815,537		18.57		3,864,377		18.81		13.46	%
2013		7,479		148,998		19.92		152,025		20.33		0.49	%
2014		295,382		5,967,207		20.20		6,115,620		20.70		19.35	%
2015		166,224		4,017,722		24.17		4,075,257		24.52		10.89	%
2016		275,223		20,426,356		74.22		20,588,757		74.81		18.03	%
2017		—		—		—		—		—		0.00	%
2018		—		—		—		—		—		0.00	%
2019		—		—		—		—		—		0.00	%
2020		263,457		5,032,163		19.10		5,032,163		19.10		17.26	%
Thereafter		162,321		3,018,502		18.60		3,228,502		19.89		10.63	%

Occupancy By Location


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

Boston		100.0	%		100.0	%		76.2	%		56.8	%		85.4	%		72.3	%
New York		n/a			n/a			n/a			n/a			n/a			n/a
Princeton		n/a			n/a			n/a			n/a			n/a			n/a
San Francisco		n/a			n/a			n/a			n/a			n/a			n/a
Washington, DC		n/a			n/a			100.0	%		100.0	%		100.0	%		100.0	%

Total Portfolio		100.0	%		100.0	%		90.9	%		82.1	%		92.6	%		85.5	%

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

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

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

Boston Properties, Inc.

Fourth Quarter 2011

IN-SERVICE RETAIL PROPERTIES

Lease Expirations (1) (2) (3)(4)


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		3,917	$	147,692	$	37.71	$	147,692	$	37.71		0.23	%
2012		89,582		5,614,538		62.67		5,374,869		60.00		5.19	%
2013		82,836		6,939,324		83.77		6,924,118		83.59		4.80	%
2014		54,511		5,333,461		97.84		5,463,350		100.22		3.16	%
2015		146,620		13,508,606		92.13		14,406,921		98.26		8.49	%
2016		178,443		26,107,089		146.30		23,201,108		130.02		10.34	%
2017		145,518		10,963,490		75.34		18,168,846		124.86		8.43	%
2018		234,912		10,738,126		45.71		11,234,504		47.82		13.61	%
2019		55,478		4,150,343		74.81		4,640,458		83.65		3.21	%
2020		87,963		4,696,114		53.39		5,431,988		61.75		5.10	%
Thereafter		646,326		41,074,772		63.55		51,113,280		79.08		37.44	%

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

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

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

(4)	Includes 3,669 square feet of leased premises in properties under development.

Boston Properties, Inc.

Fourth Quarter 2011

GRAND TOTAL OF ALL

IN-SERVICE PROPERTIES

Lease Expirations (1) (2) (3) (4)


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		176,505	$	6,330,832	$	35.87	$	6,330,832	$	35.87		0.45	%
2012		2,364,462		114,568,062		48.45		114,751,855		48.53		6.08	%
2013		1,870,857		85,856,066		45.89		86,732,785		46.36		4.81	%
2014		3,890,534		156,964,363		40.35		166,248,331		42.73		10.01	%
2015		3,353,245		166,859,717		49.76		176,821,129		52.73		8.62	%
2016		3,706,764		207,197,933		55.90		210,921,802		56.90		9.53	%
2017		3,595,324		228,641,922		63.59		255,343,590		71.02		9.25	%
2018		1,066,421		65,513,007		61.43		71,659,286		67.20		2.74	%
2019		2,842,009		164,264,706		57.80		179,772,103		63.26		7.31	%
2020		3,476,130		195,297,174		56.18		216,049,879		62.15		8.94	%
Thereafter		9,084,378		512,277,440		56.39		623,310,649		68.61		23.37	%

Occupancy By Location


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

Boston		90.6	%		94.0	%		82.3	%		82.8	%		87.1	%		89.4	%
New York		97.8	%		96.9	%		n/a			n/a			97.8	%		96.9	%
Princeton		n/a			n/a			75.8	%		80.8	%		75.8	%		80.8	%
San Francisco		92.0	%		91.8	%		79.3	%		95.6	%		87.9	%		92.9	%
Washington, DC		96.9	%		97.8	%		96.9	%		97.0	%		96.9	%		97.3	%

Total Portfolio		94.5	%		95.4	%		86.5	%		89.7	%		91.3	%		93.2	%

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

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

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

(4)	Includes 133,604 square feet of leased premises in properties under development.

Boston Properties, Inc.

Fourth Quarter 2011

IN-SERVICE BOSTON REGION PROPERTIES

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


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

2011		66,339	$	2,174,472	$	32.78	$	2,174,472	$	32.78			—	$	—	$	—	$	—	$	—
2012		698,161		25,802,946		36.96		25,977,849		37.21			30,000		457,500		15.25		457,500		15.25
2013		689,616		29,377,475		42.60		29,538,149		42.83			—		—		—		—		—
2014		1,121,891		43,087,399		38.41		43,452,110		38.73			67,362		1,662,567		24.68		1,662,567		24.68
2015		1,436,463		61,388,566		42.74		63,778,750		44.40			—		—		—		—		—
2016		820,628		30,202,250		36.80		31,797,005		38.75			241,823		19,724,830		81.57		19,814,919		81.94
2017		570,218		21,869,478		38.35		24,520,705		43.00			—		—		—		—		—
2018		229,564		10,615,992		46.24		11,657,112		50.78			—		—		—		—		—
2019		663,546		29,455,600		44.39		31,978,035		48.19			—		—		—		—		—
2020		212,859		9,622,566		45.21		10,536,789		49.50			183,486		3,754,917		20.46		3,754,917		20.46
Thereafter		3,126,978		145,952,694		46.68		173,139,055		55.37			105,000		2,101,366		20.01		2,311,366		22.01

	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		—	$	3,000	$	—	$	3,000	$	—			66,339	$	2,177,472	$	32.82	$	2,177,472	$	32.82
2012		20,115		3,112,193		154.72		2,831,185		140.75	(4)		748,276		29,372,639		39.25		29,266,534		39.11
2013		32,597		4,062,978		124.64		4,014,578		123.16			722,213		33,440,453		46.30		33,552,727		46.46
2014		17,374		2,492,627		143.47		2,508,641		144.39			1,206,627		47,242,594		39.15		47,623,318		39.47
2015		73,046		5,568,343		76.23		5,561,623		76.14			1,509,509		66,956,909		44.36		69,340,373		45.94
2016		16,945		2,203,833		130.06		2,284,048		134.79			1,079,396		52,130,913		48.30		53,895,972		49.93	(5)
2017		45,499		2,691,164		59.15		2,856,786		62.79			615,717		24,560,642		39.89		27,377,491		44.46
2018		173,845		7,483,638		43.05		7,648,503		44.00			403,409		18,099,630		44.87		19,305,615		47.86
2019		16,026		2,190,703		136.70		2,424,876		151.31			679,572		31,646,302		46.57		34,402,911		50.62
2020		52,089		3,016,156		57.90		3,473,049		66.68			448,434		16,393,639		36.56		17,764,755		39.62
Thereafter		295,361		13,502,153		45.71		15,672,026		53.06			3,527,339		161,556,213		45.80		191,122,447		54.18

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

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

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

(4)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $90.01 per square foot and $90.01 per square foot, respectively, in 2012.

(5)	Includes 225,532 square feet of research/laboratory space. Excluding the research/laboratory space, current and future expiring rents would be $38.16 per square foot and $40.24 per square foot, respectively, in 2016.

Boston Properties, Inc.

Fourth Quarter 2011

IN-SERVICE BOSTON REGION PROPERTIES

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


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

Q1 2011		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—			—		—		—		—		—
Q3 2011		—		—		—		—		—			—		—		—		—		—
Q4 2011		66,339		2,174,472		32.78		2,174,472		32.78			—		—		—		—		—

Total 2011		66,339	$	2,174,472	$	32.78	$	2,174,472	$	32.78			—	$	—	$	—	$	—	$	—


Q1 2012		172,825	$	6,678,188	$	38.64	$	6,678,188	$	38.64			—	$	—	$	—	$	—	$	—
Q2 2012		156,262		5,448,114		34.87		5,448,114		34.87			—		—		—		—		—
Q3 2012		80,489		2,765,553		34.36		2,855,650		35.48			30,000		457,500		15.25		457,500		15.25
Q4 2012		288,585		10,911,090		37.81		10,995,897		38.10			—		—		—		—		—

Total 2012		698,161	$	25,802,946	$	36.96	$	25,977,849	$	37.21			30,000	$	457,500	$	15.25	$	457,500	$	15.25


	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		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—			—		—		—		—		—
Q3 2011		—		—		—		—		—			—		—		—		—		—
Q4 2011		—		3,000		—		3,000		—			66,339		2,177,472		32.82		2,177,472		32.82	(4)

Total 2011		—	$	3,000	$	—	$	3,000	$	—			66,339	$	2,177,472	$	32.82	$	2,177,472	$	32.82


Q1 2012		18,071	$	1,882,526	$	104.17	$	1,733,126	$	95.91			190,896	$	8,560,714	$	44.84	$	8,411,314	$	44.06
Q2 2012		3		214,000		71,333.32		175,192		58,397.32			156,265		5,662,114		36.23		5,623,306		35.99
Q3 2012		249		569,200		2,285.94		464,400		1,865.06			110,738		3,792,253		34.25		3,777,550		34.11
Q4 2012		1,792		446,468		249.14		458,467		255.84			290,377		11,357,558		39.11		11,454,363		39.45

Total 2012		20,115	$	3,112,193	$	154.72	$	2,831,185	$	140.75	(5)		748,276	$	29,372,639	$	39.25	$	29,266,534	$	39.11

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

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

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

(4)	Represents leases that were occupied as of and expired on 12/31/2011.

(5)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $90.01 per square foot and $90.01 per square foot, respectively, in 2012.

Boston Properties, Inc.

Fourth Quarter 2011

IN-SERVICE NEW YORK REGION PROPERTIES

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


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

2011		2,750	$	196,728	$	71.54	$	196,728	$	71.54		—	$	—	$	—	$	—	$	—
2012		332,757		30,525,093		91.73		30,554,675		91.82		—		—		—		—		—
2013		111,072		10,815,513		97.37		10,818,036		97.40		—		—		—		—		—
2014		158,036		15,832,931		100.19		16,213,998		102.60		—		—		—		—		—
2015		234,546		30,460,006		129.87		33,658,661		143.51		—		—		—		—		—
2016		694,453		59,369,490		85.49		60,260,108		86.77		—		—		—		—		—
2017		1,405,836		125,674,286		89.39		137,552,829		97.84		—		—		—		—		—
2018		186,547		22,818,913		122.32		24,623,680		132.00		—		—		—		—		—
2019		1,007,726		81,781,126		81.15		88,169,451		87.49		—		—		—		—		—
2020		1,342,413		100,670,975		74.99		109,818,059		81.81		—		—		—		—		—
Thereafter		2,468,666		193,064,388		78.21		234,962,093		95.18		—		—		—		—		—

	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		—	$	—	$	—	$	—	$	—		2,750	$	196,728	$	71.54	$	196,728	$	71.54
2012		2,328		254,043		109.12		254,831		109.46		335,085		30,779,136		91.85		30,809,506		91.95
2013		1,682		183,673		109.20		188,360		111.99		112,754		10,999,186		97.55		11,006,395		97.61
2014		11,018		1,376,477		124.93		1,453,314		131.90		169,054		17,209,409		101.80		17,667,313		104.51
2015		9,988		4,591,251		459.68		5,361,298		536.77		244,534		35,051,258		143.34		39,019,959		159.57
2016		103,626		21,037,345		203.01		17,982,083		173.53		798,079		80,406,835		100.75		78,242,191		98.04
2017		60,777		6,348,927		104.46		13,226,174		217.62		1,466,613		132,023,213		90.02		150,779,003		102.81
2018		—		—		—		—		—		186,547		22,818,913		122.32		24,623,680		132.00
2019		3,877		358,948		92.58		436,452		112.57		1,011,603		82,140,074		81.20		88,605,903		87.59
2020		4,928		427,698		86.79		551,073		111.82		1,347,341		101,098,673		75.04		110,369,132		81.92
Thereafter		99,269		16,620,163		167.43		21,297,887		214.55		2,567,935		209,684,551		81.65		256,259,980		99.79

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

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

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

(4)	Includes 133,604 square feet of leased premises in properties under development.

Boston Properties, Inc.

Fourth Quarter 2011

IN-SERVICE NEW YORK REGION PROPERTIES

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


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

Q1 2011		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—		—		—		—		—		—
Q3 2011		—		—		—		—		—		—		—		—		—		—
Q4 2011		2,750		196,728		71.54		196,728		71.54		—		—		—		—		—

Total 2011		2,750	$	196,728	$	71.54	$	196,728	$	71.54		—	$	—	$	—	$	—	$	—


Q1 2012		9,911	$	883,651	$	89.16	$	883,651	$	89.16		—	$	—	$	—	$	—	$	—
Q2 2012		80,891		6,522,362		80.63		6,522,362		80.63		—		—		—		—		—
Q3 2012		216,529		21,034,277		97.14		21,034,277		97.14		—		—		—		—		—
Q4 2012		25,426		2,084,803		81.99		2,114,385		83.16		—		—		—		—		—

Total 2012		332,757	$	30,525,093	$	91.73	$	30,554,675	$	91.82		—	$	—	$	—	$	—	$	—


	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		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—		—		—		—		—		—
Q3 2011		—		—		—		—		—		—		—		—		—		—
Q4 2011		—		—		—		—		—		2,750		196,728		71.54		196,728		71.54	(4)

Total 2011		—	$	—	$	—	$	—	$	—		2,750	$	196,728	$	71.54	$	196,728	$	71.54


Q1 2012		1,016	$	126,709	$	124.71	$	126,709	$	124.71		10,927	$	1,010,360	$	92.46	$	1,010,360	$	92.46
Q2 2012		243		51,251		210.91		51,251		210.91		81,134		6,573,613		81.02		6,573,613		81.02
Q3 2012		350		24,808		70.88		24,808		70.88		216,879		21,059,085		97.10		21,059,085		97.10
Q4 2012		719		51,275		71.31		52,063		72.41		26,145		2,136,078		81.70		2,166,448		82.86

Total 2012		2,328	$	254,043	$	109.12	$	254,831	$	109.46		335,085	$	30,779,136	$	91.85	$	30,809,506	$	91.95

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

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

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

(4)	Represents leases that were occupied as of and expired on 12/31/2011.

Boston Properties, Inc.

Fourth Quarter 2011

IN-SERVICE PRINCETON REGION PROPERTIES

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


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

2011		10,060	$	401,072	$	39.87	$	401,072	$	39.87		—	$	—	$	—	$	—	$	—
2012		34,848		1,104,382		31.69		1,234,983		35.44		—		—		—		—		—
2013		240,979		8,101,430		33.62		8,107,023		33.64		—		—		—		—		—
2014		676,176		22,309,293		32.99		22,697,294		33.57		—		—		—		—		—
2015		190,584		5,914,395		31.03		6,206,381		32.57		—		—		—		—		—
2016		79,160		2,557,377		32.31		2,702,782		34.14		—		—		—		—		—
2017		162,499		5,509,029		33.90		5,766,350		35.49		—		—		—		—		—
2018		18,927		565,259		29.87		622,040		32.87		—		—		—		—		—
2019		195,526		5,728,754		29.30		6,624,194		33.88		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
Thereafter		227,082		7,786,297		34.29		8,674,369		38.20		—		—		—		—		—

	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		—	$	—	$	—	$	—	$	—		10,060	$	401,072	$	39.87	$	401,072	$	39.87
2012		—		—		—		—		—		34,848		1,104,382		31.69		1,234,983		35.44
2013		—		—		—		—		—		240,979		8,101,430		33.62		8,107,023		33.64
2014		—		—		—		—		—		676,176		22,309,293		32.99		22,697,294		33.57
2015		—		—		—		—		—		190,584		5,914,395		31.03		6,206,381		32.57
2016		—		—		—		—		—		79,160		2,557,377		32.31		2,702,782		34.14
2017		—		—		—		—		—		162,499		5,509,029		33.90		5,766,350		35.49
2018		—		—		—		—		—		18,927		565,259		29.87		622,040		32.87
2019		—		—		—		—		—		195,526		5,728,754		29.30		6,624,194		33.88
2020		—		—		—		—		—		—		—		—		—		—
Thereafter		—		—		—		—		—		227,082		7,786,297		34.29		8,674,369		38.20

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

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

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

Boston Properties, Inc.

Fourth Quarter 2011

IN-SERVICE PRINCETON REGION PROPERTIES

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


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

Q1 2011		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—		—		—		—		—		—
Q3 2011		—		—		—		—		—		—		—		—		—		—
Q4 2011		10,060		401,072		39.87		401,072		39.87		—		—		—		—		—

Total 2011		10,060	$	401,072	$	39.87	$	401,072	$	39.87		—	$	—	$	—	$	—	$	—


Q1 2012		12,904	$	398,412	$	30.88	$	529,013	$	41.00		—	$	—	$	—	$	—	$	—
Q2 2012		7,004		236,131		33.71		236,131		33.71		—		—		—		—		—
Q3 2012		10,870		442,902		40.75		442,902		40.75		—		—		—		—		—
Q4 2012		4,070		26,937		6.62		26,937		6.62		—		—		—		—		—

Total 2012		34,848	$	1,104,382	$	31.69	$	1,234,983	$	35.44		—	$	—	$	—	$	—	$	—


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

Q1 2011		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—		—		—		—		—		—
Q3 2011		—		—		—		—		—		—		—		—		—		—
Q4 2011		—		—		—		—		—		10,060		401,072		39.87		401,072		39.87	(4)

Total 2011		—	$	—	$	—	$	—	$	—		10,060	$	401,072	$	39.87	$	401,072	$	39.87


Q1 2012		—	$	—	$	—	$	—	$	—		12,904	$	398,412	$	30.88	$	529,013	$	41.00
Q2 2012		—		—		—		—		—		7,004		236,131		33.71		236,131		33.71
Q3 2012		—		—		—		—		—		10,870		442,902		40.75		442,902		40.75
Q4 2012		—		—		—		—		—		4,070		26,937		6.62		26,937		6.62

Total 2012		—	$	—	$	—	$	—	$	—		34,848	$	1,104,382	$	31.69	$	1,234,983	$	35.44

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

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

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

(4)	Represents leases that were occupied as of and expired on 12/31/2011.

Boston Properties, Inc.

Fourth Quarter 2011

IN-SERVICE SAN FRANCISCO REGION PROPERTIES

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


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

2011		93,439	$	3,410,868	$	36.50	$	3,410,868	$	36.50		—	$	—	$	—	$	—	$	—
2012		133,937		6,501,288		48.54		6,260,463		46.74		—		—		—		—		—
2013		520,181		14,578,933		28.03		15,050,493		28.93		—		—		—		—		—
2014		507,365		21,225,650		41.84		21,883,102		43.13		—		—		—		—		—
2015		528,713		21,197,898		40.09		22,067,010		41.74		—		—		—		—		—
2016		1,092,449		46,388,463		42.46		47,653,620		43.62		—		—		—		—		—
2017		431,905		16,834,241		38.98		18,453,245		42.73		—		—		—		—		—
2018		80,580		5,317,779		65.99		5,392,467		66.92		—		—		—		—		—
2019		92,776		4,121,929		44.43		4,529,270		48.82		—		—		—		—		—
2020		469,990		27,088,409		57.64		28,999,722		61.70		—		—		—		—		—
Thereafter		268,669		12,097,536		45.03		13,491,366		50.22		—		—		—		—		—

	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		3,917	$	144,692	$	36.94	$	144,692	$	36.94		97,356	$	3,555,559	$	36.52	$	3,555,559	$	36.52
2012		59,343		1,919,090		32.34		1,959,642		33.02		193,280		8,420,378		43.57		8,220,105		42.53
2013		40,358		2,275,298		56.38		2,294,313		56.85		560,539		16,854,231		30.07		17,344,806		30.94
2014		14,066		809,910		57.58		821,962		58.44		521,431		22,035,560		42.26		22,705,064		43.54
2015		34,639		1,929,396		55.70		1,992,750		57.53		563,352		23,127,294		41.05		24,059,760		42.71
2016		31,596		1,560,463		49.39		1,582,235		50.08		1,124,045		47,948,926		42.66		49,235,855		43.80
2017		14,830		830,187		55.98		921,920		62.17		446,735		17,664,427		39.54		19,375,165		43.37
2018		16,919		878,428		51.92		942,579		55.71		97,499		6,196,206		63.55		6,335,045		64.98
2019		5,642		302,012		53.53		345,624		61.26		98,418		4,423,941		44.95		4,874,894		49.53
2020		13,451		463,888		34.49		507,188		37.71		483,441		27,552,297		56.99		29,506,910		61.04
Thereafter		20,244		1,067,310		52.72		1,172,404		57.91		288,913		13,164,845		45.57		14,663,770		50.75

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

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

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

Boston Properties, Inc.

Fourth Quarter 2011

IN-SERVICE SAN FRANCISCO REGION PROPERTIES

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


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

Q1 2011		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—		—		—		—		—		—
Q3 2011		—		—		—		—		—		—		—		—		—		—
Q4 2011		93,439		3,410,868		36.50		3,410,868		36.50		—		—		—		—		—

Total 2011		93,439	$	3,410,868	$	36.50	$	3,410,868	$	36.50		—	$	—	$	—	$	—	$	—


Q1 2012		9,409	$	701,921	$	74.60	$	701,921	$	74.60		—	$	—	$	—	$	—	$	—
Q2 2012		10,581		461,661		43.63		461,661		43.63		—		—		—		—		—
Q3 2012		77,076		3,600,440		46.71		3,199,208		41.51		—		—		—		—		—
Q4 2012		36,871		1,737,266		47.12		1,897,674		51.47		—		—		—		—		—

Total 2012		133,937	$	6,501,288	$	48.54	$	6,260,463	$	46.74		—	$	—	$	—	$	—	$	—


	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		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—		—		—		—		—		—
Q3 2011		—		—		—		—		—		—		—		—		—		—
Q4 2011		3,917		144,692		36.94		144,692		36.94		97,356		3,555,559		36.52		3,555,559		36.52

Total 2011		3,917	$	144,692	$	36.94	$	144,692	$	36.94		97,356	$	3,555,559	$	36.52	$	3,555,559	$	36.52	(4)


Q1 2012		3,599	$	247,003	$	68.63	$	247,003	$	68.63		13,008	$	948,924	$	72.95	$	948,924		72.95
Q2 2012		4,358		248,080		56.93		248,080		56.93		14,939		709,741		47.51		709,741		47.51
Q3 2012		9,258		763,926		82.52		804,478		86.90		86,334		4,364,366		50.55		4,003,686		46.37
Q4 2012		42,128		660,081		15.67		660,081		15.67		78,999		2,397,347		30.35		2,557,754		32.38

Total 2012		59,343	$	1,919,090	$	32.34	$	1,959,642	$	33.02		193,280	$	8,420,378	$	43.57	$	8,220,105	$	42.53

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

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

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

(4)	Represents leases that were occupied as of and expired on 12/31/2011.

Boston Properties, Inc.

Fourth Quarter 2011

IN-SERVICE WASHINGTON, DC REGION PROPERTIES

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


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

2011		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
2012		869,732		41,204,278		47.38		41,484,640		47.70	(4)(5)		175,445		3,358,037		19.14		3,406,877		19.42
2013		218,694		15,894,393		72.68		16,142,942		73.82	(4)		7,479		148,998		19.92		152,025		20.33
2014		1,077,173		43,208,420		40.11		50,422,858		46.81			228,020		4,304,640		18.88		4,453,053		19.53
2015		650,095		30,372,524		46.72		32,628,149		50.19			166,224		4,017,722		24.17		4,075,257		24.52
2016		566,408		22,146,909		39.10		24,718,422		43.64			33,400		701,526		21.00		773,838		23.17
2017		879,348		47,791,398		54.35		50,881,616		57.86			—		—		—		—		—
2018		315,891		15,456,938		48.93		18,129,483		57.39			—		—		—		—		—
2019		826,957		39,026,955		47.19		43,830,696		53.00			—		—		—		—		—
2020		1,099,448		48,186,946		43.83		56,231,159		51.14			79,971		1,277,245		15.97		1,277,245		15.97
Thereafter		2,184,336		109,283,251		50.03		138,701,984		63.50			57,321		917,136		16.00		917,136		16.00

	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		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
2012		7,796		329,212		42.23		329,212		42.23			1,052,973		44,891,526		42.63		45,220,728		42.95	(5)
2013		8,199		417,375		50.91		426,866		52.06			234,372		16,460,766		70.23		16,721,833		71.35
2014		12,053		654,446		54.30		679,433		56.37			1,317,246		48,167,507		36.57		55,555,343		42.18
2015		28,947		1,419,616		49.04		1,491,250		51.52			845,266		35,809,862		42.37		38,194,656		45.19
2016		26,276		1,305,447		49.68		1,352,742		51.48			626,084		24,153,882		38.58		26,845,001		42.88
2017		24,412		1,093,212		44.78		1,163,965		47.68			903,760		48,884,610		54.09		52,045,581		57.59
2018		44,148		2,376,060		53.82		2,643,423		59.88			360,039		17,832,998		49.53		20,772,906		57.70
2019		29,933		1,298,680		43.39		1,433,507		47.89			856,890		40,325,635		47.06		45,264,202		52.82
2020		17,495		788,373		45.06		900,678		51.48			1,196,914		50,252,564		41.99		58,409,083		48.80
Thereafter		231,452		9,885,147		42.71		12,970,963		56.04			2,473,109		120,085,534		48.56		152,590,083		61.70

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

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

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

(4)

Includes 117,740 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from 2012 and 2013, the current and future expiring rental rate would be $42.18 per square foot and $42.51 per square foot, respectively, for 2012 and $41.38 per square foot and $43.33 per square foot, respectively, for 2013.

(5)	Includes 255,244 square feet of space to be taken out of service for redevelopment. See page 48 for further details.

Boston Properties, Inc.

Fourth Quarter 2011

IN-SERVICE WASHINGTON, DC REGION PROPERTIES

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


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

Q1 2011		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—			—		—		—		—		—
Q3 2011		—		—		—		—		—			—		—		—		—		—
Q4 2011		—		—		—		—		—			—		—		—		—		—

Total 2011		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—


Q1 2012		364,881	$	15,759,830	$	43.19	$	15,893,468	$	43.56			13,408	$	286,790	$	21.39	$	286,790	$	21.39
Q2 2012		309,175		16,071,906		51.98		16,077,602		52.00			26,388		288,126		10.92		288,126		10.92
Q3 2012		88,458		4,078,513		46.11		4,080,636		46.13			52,050		1,002,843		19.27		1,002,843		19.27
Q4 2012		107,218		5,294,029		49.38		5,432,934		50.67			83,599		1,780,278		21.30		1,829,118		21.88

Total 2012		869,732	$	41,204,278	$	47.38	$	41,484,640	$	47.70	(4)(5)		175,445	$	3,358,037	$	19.14	$	3,406,877	$	19.42


	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		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2011		—		—		—		—		—			—		—		—		—		—
Q3 2011		—		—		—		—		—			—		—		—		—		—
Q4 2011		—		—		—		—		—			—		—		—		—		—

Total 2011		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—


Q1 2012		585	$	21,882	$	37.41	$	21,882	$	37.41			378,874	$	16,068,502	$	42.41	$	16,202,140	$	42.76
Q2 2012		—		—		—		—		—			335,563		16,360,032		48.75		16,365,728		48.77
Q3 2012		—		—		—		—		—			140,508		5,081,356		36.16		5,083,479		36.18
Q4 2012		7,211		307,330		42.62		307,330		42.62			198,028		7,381,637		37.28		7,569,381		38.22

Total 2012		7,796	$	329,212	$	42.23	$	329,212	$	42.23			1,052,973	$	44,891,526	$	42.63	$	45,220,728	$	42.95	(5)

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

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

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

(4)	Includes 43,184 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space, current and future expiring rents would be $42.18 per square foot and $42.51 per square foot, respectively, in 2012.

(5)	Includes 255,244 square feet of space to be taken out of service for redevelopment. See page 48 for further details.

Boston Properties, Inc.

Fourth Quarter 2011

CBD PROPERTIES

Lease Expirations (1) (2) (3) (4)


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

2011		5,056	$	293,450	$	58.04	$	293,450	$	58.04			13,364	$	656,511	$	49.13	$	656,511	$	49.13
2012		186,929		11,065,762		59.20		10,874,850		58.18	(5)		175,831		7,836,398		44.57		7,630,135		43.39
2013		372,023		22,046,262		59.26		22,019,771		59.19			235,459		11,412,477		48.47		11,557,927		49.09
2014		967,651		39,641,384		40.97		39,838,233		41.17			295,860		13,387,911		45.25		13,754,868		46.49
2015		917,974		49,092,994		53.48		49,837,211		54.29			300,334		14,386,922		47.90		14,557,108		48.47
2016		504,694		33,612,195		66.60		33,831,081		67.03	(6)		974,692		43,946,083		45.09		44,756,462		45.92
2017		227,137		12,948,277		57.01		14,832,486		65.30			229,817		11,088,824		48.25		11,597,045		50.46
2018		317,593		15,606,982		49.14		16,323,125		51.40			97,499		6,196,206		63.55		6,335,045		64.98
2019		384,773		19,719,685		51.25		21,389,707		55.59			98,418		4,423,941		44.95		4,874,894		49.53
2020		264,948		12,638,722		47.70		14,009,837		52.88			469,281		26,908,912		57.34		28,751,470		61.27
Thereafter		2,414,778		126,247,498		52.28		152,149,915		63.01			288,913		13,164,845		45.57		14,663,770		50.75

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

2011		2,750	$	196,728	$	71.54	$	196,728	$	71.54			—	$	—	$	—	$	—	$	—
2012		335,085		30,779,136		91.85		30,809,506		91.95			160,294		6,923,815		43.19		6,926,682		43.21
2013		112,754		10,999,186		97.55		11,006,395		97.61			37,307		1,909,700		51.19		1,960,032		52.54
2014		169,054		17,209,409		101.80		17,667,313		104.51			624,068		25,654,474		41.11		31,929,762		51.16
2015		244,534		35,051,258		143.34		39,019,959		159.57			352,837		19,933,724		56.50		21,177,339		60.02
2016		798,079		80,406,835		100.75		78,242,191		98.04			63,655		3,127,871		49.14		3,401,735		53.44
2017		1,466,613		132,023,213		90.02		150,779,003		102.81			780,553		43,764,726		56.07		46,066,484		59.02
2018		186,547		22,818,913		122.32		24,623,680		132.00			93,634		5,756,187		61.48		6,483,569		69.24
2019		1,011,603		82,140,074		81.20		88,605,903		87.59			407,130		22,470,850		55.19		25,935,629		63.70
2020		1,347,341		101,098,673		75.04		110,369,132		81.92			455,073		22,391,858		49.20		26,252,608		57.69
Thereafter		2,567,935		209,684,551		81.65		256,259,980		99.79			1,282,150		72,569,234		56.60		93,795,331		73.15

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

2011		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
2012		—		—		—		—		—			—		—		—		—		—
2013		—		—		—		—		—			—		—		—		—		—
2014		—		—		—		—		—			—		—		—		—		—
2015		—		—		—		—		—			—		—		—		—		—
2016		—		—		—		—		—			—		—		—		—		—
2017		—		—		—		—		—			—		—		—		—		—
2018		—		—		—		—		—			—		—		—		—		—
2019		—		—		—		—		—			—		—		—		—		—
2020		—		—		—		—		—			—		—		—		—		—
Thereafter		—		—		—		—		—			—		—		—		—		—

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

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

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

(4)	Includes 133,604 square feet of leased premised in properties under development.

(5)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $52.23 per square foot and $52.71 per square foot, respectively, in 2012.

(6)	Includes 225,532 square feet of research/laboratory space. Excluding the research/laboratory space, current and future expiring rents would be $50.62 per square foot and $51.42 per square foot, respectively, in 2016.

Boston Properties, Inc.

Fourth Quarter 2011

SUBURBAN PROPERTIES

Lease Expirations (1) (2) (3)


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

2011		61,283	$	1,884,022	$	30.74	$	1,884,022	$	30.74		83,992	$	2,899,049	$	34.52	$	2,899,049	$	34.52
2012		561,347		18,306,878		32.61		18,391,684		32.76		17,449		583,980		33.47		589,970		33.81
2013		350,190		11,394,191		32.54		11,532,956		32.93		325,080		5,441,754		16.74		5,786,879		17.80
2014		238,976		7,601,209		31.81		7,785,085		32.58		225,571		8,647,649		38.34		8,950,196		39.68
2015		591,535		17,863,915		30.20		19,503,162		32.97		263,018		8,740,372		33.23		9,502,652		36.13
2016		574,702		18,518,718		32.22		20,064,891		34.91		149,353		4,002,843		26.80		4,479,393		29.99
2017		388,580		11,612,365		29.88		12,545,006		32.28		216,918		6,575,603		30.31		7,778,120		35.86
2018		85,816		2,492,648		29.05		2,982,490		34.75		—		—		—		—		—
2019		294,799		11,926,617		40.46		13,013,203		44.14		—		—		—		—		—
2020		183,486		3,754,917		20.46		3,754,917		20.46		14,160		643,385		45.44		755,439		53.35
Thereafter		1,112,561		35,308,715		31.74		38,972,532		35.03		—		—		—		—		—

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

2011		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
2012		—		—		—		—		—		892,679		37,967,712		42.53		38,294,046		42.90	(4)(5)
2013		—		—		—		—		—		197,065		14,551,065		73.84		14,761,800		74.91	(4)
2014		—		—		—		—		—		693,178		22,513,033		32.48		23,625,581		34.08
2015		—		—		—		—		—		492,429		15,876,138		32.24		17,017,317		34.56
2016		—		—		—		—		—		562,429		21,026,012		37.38		23,443,266		41.68
2017		—		—		—		—		—		123,207		5,119,884		41.56		5,979,097		48.53
2018		—		—		—		—		—		266,405		12,076,812		45.33		14,289,337		53.64
2019		—		—		—		—		—		449,760		17,854,785		39.70		19,328,573		42.98
2020		—		—		—		—		—		741,841		27,860,707		37.56		32,156,475		43.35
Thereafter		—		—		—		—		—		1,190,959		47,516,300		39.90		58,794,752		49.37

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

2011		10,060	$	401,072	$	39.87	$	401,072	$	39.87		—	$	—	$	—	$	—	$	—
2012		34,848		1,104,382		31.69		1,234,983		35.44		—		—		—		—		—
2013		240,979		8,101,430		33.62		8,107,023		33.64		—		—		—		—		—
2014		676,176		22,309,293		32.99		22,697,294		33.57		—		—		—		—		—
2015		190,584		5,914,395		31.03		6,206,381		32.57		—		—		—		—		—
2016		79,160		2,557,377		32.31		2,702,782		34.14		—		—		—		—		—
2017		162,499		5,509,029		33.90		5,766,350		35.49		—		—		—		—		—
2018		18,927		565,259		29.87		622,040		32.87		—		—		—		—		—
2019		195,526		5,728,754		29.30		6,624,194		33.88		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
Thereafter		227,082		7,786,297		34.29		8,674,369		38.20		—		—		—		—		—

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

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

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

(4)

Includes 117,599 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from 2012 and 2013, the current and future expiring rental rate would be $41.94 per square foot and $42.34 per square foot, respectively, for 2012 and $33.80 per square foot and $36.24 per square foot, respectively, for 2013.

(5)	Includes 255,244 square feet of space to be taken out of service for redevelopment, see page 48 for further details.

Boston Properties, Inc.

Fourth Quarter 2011

HOTEL PERFORMANCE

Cambridge Center Marriott


	Fourth Quarter 2011			Fourth Quarter 2010			Percent Change			Year to Date 2011			Year to Date 2010			Percent Change

Occupancy		74.6	%		72.4	%		3.0	%		78.2	%		77.9	%		0.8	%
Average Daily Rate	$	227.08		$	218.99			3.7	%	$	210.45		$	197.29			4.6	%
Revenue per available room	$	169.51		$	158.65			6.8	%	$	164.15		$	153.65			6.8	%

RESIDENTIAL PERFORMANCE

Residences on The Avenue

located at 2221 I Street, NW Washington, DC

Fourth
Quarter
2011

Fourth
Quarter
2010

Percent
Change

Average Rental Rate (1)

3,219

N/A

Average Rental Rate Per Occupied Square Foot (1)

3.94

N/A

Physical Occupancy (1) (2)

75.5

N/A

Economic Occupancy (2)

65.2

N/A

Net Operating Income (3)

799,565

N/A

The Lofts at Atlantic Wharf

Boston, MA

Fourth
Quarter
2011

Fourth
Quarter
2010

Percent
Change

Average Rental Rate (4)

3,494

N/A

Average Rental Rate Per Occupied Square Foot (4)

4.12

N/A

Physical Occupancy (4) (2)

80.2

N/A

Economic Occupancy (2)

72.7

N/A

Net Operating Income (5)

450,205

N/A

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

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

(3)	Includes 49,528 square feet of retail space, which had revenue of approximately $605,848 for the quarter ended December 31, 2011.

(4)	Excludes 8,994 square feet of retail space which is 61% occupied.

(5)	Includes 8,994 square feet of retail space, which had revenue of approximately $38,749 for the quarter ended December 31, 2011.

Boston Properties, Inc.

Fourth Quarter 2011

OCCUPANCY ANALYSIS

Same Property Occupancy⁽¹⁾ - By Location


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

Boston		90.1	%		93.1	%		86.7	%		83.2	%		88.5	%		88.3	%
New York		97.8	%		98.1	%		n/a			n/a			97.8	%		98.1	%
Princeton		n/a			n/a			75.8	%		80.8	%		75.8	%		80.8	%
San Francisco		92.0	%		91.8	%		77.4	%		95.6	%		87.6	%		92.9	%
Washington, DC		97.2	%		97.7	%		96.9	%		96.9	%		97.0	%		97.2	%

Total Portfolio		94.9	%		95.8	%		88.0	%		89.7	%		92.1	%		93.3	%

Same Property Occupancy⁽¹⁾ - By Type of Property


	CBD						Suburban						Total
	31-Dec-11			31-Dec-10			31-Dec-11			31-Dec-10			31-Dec-11			31-Dec-10

Total Office Portfolio		94.8	%		95.7	%		87.7	%		90.3	%		92.0	%		93.6	%
Total Office/Technical Portfolio		100.0	%		100.0	%		90.9	%		83.3	%		92.6	%		86.6	%

Total Portfolio		94.9	%		95.8	%		88.0	%		89.7	%		92.1	%		93.3	%

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

Boston Properties, Inc.

Fourth Quarter 2011

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office			Office/ Technical			Hotel (1)			Total
Number of Properties		117			18			1			136
Square feet		33,274,190			1,526,739			332,455			35,133,384
Percent of properties in-service		89.1	%		100.0	%		100.0	%		89.6	%
Occupancy @ 12/31/2010		93.6	%		86.6	%		—			93.3	%
Occupancy @ 12/31/2011		92.0	%		92.6	%		—			92.1	%
Percent change from 4th quarter 2011 over 4th quarter 2010 (2):
Rental revenue		-0.9	%		5.8	%		10.7	%
Operating expenses and real estate taxes		1.8	%		17.9	%		6.2	%
Consolidated Net Operating Income (3) - excluding hotel											-2.2	% (2)
Consolidated Net Operating Income (3) - Hotel											22.3	% (2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)											5.2	% (2)
Portfolio Net Operating Income (3)											-0.6	%

Rental revenue - cash basis		1.9	%		10.6	%		10.1	%
Consolidated Net Operating Income (3) - cash basis (5) excluding hotel		1.9	%		7.4	%					2.1	% (2)
Consolidated Net Operating Income (3) - cash basis (5) - Hotel											20.2	% (2)
Net Operating Income - cash basis (5) - BXP’s share of unconsolidated joint ventures											4.7	% (2)
Portfolio Net Operating Income (3) - cash basis (5)											2.6	%

Same Property Lease Analysis - quarter ended December 31, 2011


	Office			Office/ Technical			Total
Vacant space available @ 10/1/2011 (sf)		2,652,835			125,719			2,778,554
Square footage of leases expiring or terminated 10/1/2011-12/31/2011		1,050,703			69,928			1,120,631

Total space for lease (sf)		3,703,538			195,647			3,899,185

New tenants (sf)		675,514			50,000			725,514
Renewals (sf)		377,229			33,400			410,629

Total space leased (sf)		1,052,743			83,400			1,136,143

Space available @ 12/31/2011 (sf)		2,650,795			112,247			2,763,042

Net (increase)/decrease in available space (sf)		2,040			13,472			15,512
2nd generation Average lease term (months)		104			100			104
2nd generation Average free rent (days)		107			110			107
2nd generation TI/Comm PSF	$	52.43		$	34.63		$	51.13
Increase (decrease) in 2nd generation gross rents (6)		2.10	%		1.40	%		2.09	%
Increase (decrease) in 2nd generation net rents (6)		2.03	%		1.72	%		2.03	%

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

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

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

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

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

(6)	Represents change in rents on a “cash to cash” basis (actual rent at time of expiration vs. initial rent of new lease) and for only 2nd generation space after eliminating any space vacant for more than 12 months. The total footage being weighted is 907,435 square feet.

Boston Properties, Inc.

Fourth Quarter 2011

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	December 31, 2011			December 31, 2010
	*(in thousands)*

Net income (loss) attributable to Boston Properties, Inc.	$	101,644		$	(12,903	)
Net income (loss) attributable to noncontrolling interests:
Noncontrolling interest - common units of the Operating Partnership		12,517			(1,555	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		842			795
Noncontrolling interests in property partnerships		440			907


Net income (loss)		115,443			(12,756	)

Add:
Losses from early extinguishment of debt		1,494			81,662
Interest expense		103,967			92,192
Losses (gains) from investments in securities		(38	)		(682	)
Depreciation and amortization		109,181			92,763
Acquisition costs		19			721
General and administrative expense		19,390			17,121

Subtract:
Income from unconsolidated joint ventures		(57,712	)		(9,834	)
Interest and other income		(1,179	)		(1,691	)
Development and management services income		(8,729	)		(6,964	)

Consolidated Net Operating Income		281,836			252,532
Net Operating Income from unconsolidated joint ventures (BXP’s share) (1)		58,108			58,302

Combined Net Operating Income		339,944			310,834
Subtract:
Net Operating Income from Value-Added Fund (BXP’s share)		(1,208	)		(1,192	)

Portfolio Net Operating Income	$	338,736		$	309,642


Same Property Net Operating Income		299,283			301,197
Net operating income from non Same Properties (2)		32,285			6,235
Termination income		7,168			2,210

Portfolio Net Operating Income	$	338,736		$	309,642


Same Property Net Operating Income		299,283			301,197
Less straight-line rent and fair value lease revenue		28,548			37,384

Same Property Net Operating Income - cash basis	$	270,735		$	263,813

(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.

Fourth Quarter 2011

Same Property Net Operating Income by Reportable Segment

(in thousands)


	Office										Office/Technical
	For the three months ended				$			%			For the three months ended					$			%
	31-Dec-11		31-Dec-10		Change			Change			31-Dec-11			31-Dec-10		Change			Change

Rental Revenue		360,904		359,842								12,213		$	11,494
Less Termination Income		6,433		2,175								49			—


Rental revenue - subtotal		354,471		357,667	$	(3,196	)		-0.9	%		12,164			11,494	$	670			5.8	%

Operating expenses and real estate taxes		122,801		120,591		2,210			1.8	%		3,900			3,308		592			17.9	%


Net Operating Income (1)	$	231,670	$	237,076	$	(5,406	)		-2.3	%	$	8,264		$	8,186	$	78			1.0	%


Rental revenue - subtotal	$	354,471	$	357,667							$	12,164		$	11,494

Less straight line rent and fair value lease revenue		7,580		17,196		(9,616	)		-55.9	%		(30	)		466		(496	)		-106.4	%


Rental revenue - cash basis		346,891		340,471		6,420			1.9	%		12,194			11,028		1,166			10.6	%

Less:
Operating expenses and real estate taxes		122,801		120,591		2,210			1.8	%		3,900			3,308		592			17.9	%


Net Operating Income (2) - cash basis	$	224,090	$	219,880	$	4,210			1.9	%	$	8,294		$	7,720	$	574			7.4	%


	Sub-Total										Hotel
	For the three months ended				$			%			For the three months ended					$		%
	31-Dec-11		31-Dec-10		Change			Change			31-Dec-11		31-Dec-10			Change		Change

Rental Revenue	$	373,117	$	371,336							$	11,632	$	10,510
Less Termination Income		6,482		2,175								—		—


Rental revenue - subtotal		366,635		369,161	$	(2,526	)		-0.7	%		11,632		10,510		$	1,122		10.7	%

Operating expenses and real estate taxes		126,701		123,899		2,802			2.3	%		8,076		7,602			474		6.2	%


Net Operating Income (1)	$	239,934	$	245,262	$	(5,328	)		-2.2	%	$	3,556	$	2,908		$	648		22.3	%


Rental revenue - subtotal	$	366,635	$	369,161							$	11,632	$	10,510

Less straight line rent and fair value lease revenue		7,550		17,662		(10,112	)		-57.3	%		60		(1	)		61		6100.0	%


Rental revenue - cash basis		359,085		351,499		7,586			2.2	%		11,572		10,511			1,061		10.1	%

Less:
Operating expenses and real estate taxes		126,701		123,899		2,802			2.3	%		8,076		7,602			474		6.2	%


Net Operating Income (2) - cash basis	$	232,384	$	227,600	$	4,784			2.1	%	$	3,496	$	2,909		$	587		20.2	%


	Unconsolidated Joint Ventures (3)									Total
	For the three months ended				$		%			For the three months ended				$			%
	31-Dec-11		31-Dec-10		Change		Change			31-Dec-11		31-Dec-10		Change			Change

Rental Revenue		76,966	$	73,376						$	461,715	$	455,222
Less Termination Income		705		35							7,187		2,210


Rental revenue - subtotal		76,261		73,341	$	2,920		4.0	%		454,528		453,012	$	1,516			0.3	%

Operating expenses and real estate taxes		20,468		20,314		154		0.8	%		155,245		151,815		3,430			2.3	%


Net Operating Income (1)	$	55,793	$	53,027	$	2,766		5.2	%	$	299,283	$	301,197	$	(1,914	)		-0.6	%


Rental revenue - subtotal	$	76,261	$	73,341						$	454,528	$	453,012

Less straight line rent and fair value lease revenue		20,938		19,723		1,215		6.2	%		28,548		37,384		(8,836	)		-23.6	%


Rental revenue - cash basis		55,323		53,618		1,705		3.2	%		425,980		415,628		10,352			2.5	%

Less:
Operating expenses and real estate taxes		20,468		20,314		154		0.8	%		155,245		151,815		3,430			2.3	%


Net Operating Income (2) - cash basis	$	34,855	$	33,304	$	1,551		4.7	%	$	270,735	$	263,813	$	6,922			2.6	%

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

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

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

Boston Properties, Inc.

Fourth Quarter 2011

LEASING ACTIVITY

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


	Office			Office/ Technical			Total
Vacant space available @ 10/1/2011 (sf)		3,171,872			188,195			3,360,067
Property dispositions/ assets taken out of service (sf)		(164,866	)		(62,476	)		(227,342	)
Property acquisitions (sf)		—			—			—
Assets placed in-service (sf)		264,672			—			264,672
Leases expiring or terminated 10/1/2011-12/31/2011 (sf)		1,206,656			69,928			1,276,584

Total space for lease (sf)		4,478,334			195,647			4,673,981

New tenants (sf)		831,601			50,000			881,601
Renewals (sf)		387,828			33,400			421,228

Total space leased (sf)		1,219,429			83,400			1,302,829	(1)

Space available @ 12/31/2011 (sf)		3,258,905			112,247			3,371,152

Net (increase)/decrease in available space (sf)		(87,033	)		75,948			(11,085	)
2nd generation Average lease term (months)		102			100			102
2nd generation Average free rent (days)		107			110			107
2nd generation TI/Comm PSF	$	52.36		$	34.63		$	51.11
Increase (decrease) in 2nd generation gross rents (2)		1.99	%		1.40	%		1.98	%
Increase (decrease) in 2nd generation net rents (3)		1.89	%		1.72	%		1.88	%


	All leases 1st Generation		All leases 2nd Generation		Incr (decr) in 2nd gen. gross cash rents (2)			Incr (decr) in 2nd gen. net cash rents (3)			Total Leased (4)		Total square feet of leases executed in the quarter (5)
Boston		5,514		352,435		12.40	%		19.17	%		357,949		301,758
New York		66,544		76,019		11.30	%		16.19	%		142,563		141,610
Princeton		—		21,983		5.57	%		7.96	%		21,983		43,024
San Francisco		—		262,994		-18.89	%		-26.23	%		262,994		341,715
Washington, DC		45,851		471,489		2.52	%		2.53	%		517,340		464,719

		117,909		1,184,920		1.98	%		1.88	%		1,302,829		1,292,826

(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 918,034.

(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 918,034.

(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 404,479.

Boston Properties, Inc.

Fourth Quarter 2011

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q4 2011		Q3 2011			Q2 2011			Q1 2011		2010			2009		2008

Recurring capital expenditures	$	18,299	$	7,120		$	2,785		$	1,130	$	13,988		$	27,813	$	29,781

Planned non-recurring capital expenditures associated with acquisition properties		2,465		1,042			731			120		395			865		3,203

Hotel improvements, equipment upgrades and replacements		799		1,239	(1)		1,478	(2)		494		2,262	(3)		1,515		2,317	(4)

	$	21,563	$	9,401		$	4,994		$	1,744	$	16,645		$	30,193	$	35,301

2nd Generation Tenant Improvements and Leasing Commissions


	Q4 2011		Q3 2011		Q2 2011		Q1 2011		2010		2009		2008
Office
Square feet		1,101,520		803,627		760,821		1,450,468		4,765,440		3,545,251		2,472,619

Tenant improvements and lease commissions PSF	$	52.36	$	21.72	$	21.87	$	22.78	$	35.77	$	32.59	$	30.17

Office/Technical
Square feet		83,400		42,679		—		58,770		149,617		115,848		26,388

Tenant improvements and lease commissions PSF	$	34.63	$	16.47	$	—	$	14.28	$	2.14	$	0.13	$	—


Average tenant improvements and lease commissions PSF	$	51.11	$	21.45	$	21.87	$	22.45	$	34.74	$	31.56	$	29.85

(1)	Includes approximately $928 of retail tenant improvements.

(2)	Includes approximately $917 of retail tenant improvements.

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

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

Boston Properties, Inc.

Fourth Quarter 2011

ACQUISITIONS/DISPOSITIONS

as of December 31, 2011

ACQUISITIONS

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


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

Bay Colony Corporate Center	Feb-11		985,334	$	185,000,000	$	30,000,000	$	215,000,000		63	%
2440 West El Camino Real	Nov-11		140,042		71,080,000		420,000		71,500,000		100	%


Total Acquisitions			1,125,376	$	256,080,000	$	30,420,000	$	286,500,000		67	%

DISPOSITIONS

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


Property	Date Disposed		Square Feet		Gross Sales Price		Book Gain

Two Grand Central Tower (60% interest)		Oct-11		650,278	$	401,000,000	$	46,166,000	(1)


Total Dispositions				650,278	$	401,000,000	$	46,166,000

(1)

On October 25, 2011, an unconsolidated joint venture in which the Company has a 60% interest completed the sale of Two Grand Central Tower located in New York City for approximately $401.0 million, including the assumption by the buyer of approximately $176.6 million of mortgage indebtedness. Net cash proceeds totaled approximately $210.0 million, of which the Company’s share was approximately $126.0 million, after the payment of transaction costs of approximately $14.4 million. Two Grand Central Tower is an approximately 650,000 net rentable square foot Class A office tower. The Company had previously recognized an impairment loss on its investment in the unconsolidated joint venture totaling approximately $74.3 million. As a result, the Company recognized a gain on sale of real estate totaling approximately $46.2 million, which is included within income from unconsolidated joint ventures in the Company’s consolidated statements of operations, but excluded from the Company’s calculation of FFO.

Boston Properties, Inc.

Fourth Quarter 2011

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of December 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 December 31, 2011 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)

Office
510 Madison Avenue	Q2 2011	Q3 2013	New York, NY		1		347,000	$	355,261,656	$	375,000,000	$	—		$	—	$	19,738,344		42	%		45	%
Annapolis Junction Lot 6 (50% ownership)	Q1 2012	Q3 2013	Annapolis, MD		1		120,000		9,215,453		14,000,000		9,500,000	(5)		4,142,419		—		0	%		0	%
12310 Sunrise Valley (6)	Q1 2012	Q1 2012	Reston, VA		1		267,531		53,779,751		67,000,000		—			—		13,220,249		100	%		0	%
500 North Capitol (30% ownership) (7)	Q4 2012	Q4 2013	Washington, DC		1		232,000		17,732,556		36,540,000		32,100,000	(7)		11,877,706		—		74	%		0	%
17 Cambridge Center	Q3 2013	Q3 2013	Cambridge, MA		1		190,329		23,976,418		86,300,000		—			—		62,323,582		100	%		0	%
250 West 55th Street (8)	Q2 2014	Q4 2015	New York, NY		1		989,000		532,606,428		1,050,000,000		—			—		517,393,572		19	%		0	%


Total Office Properties under Construction					6		2,145,860	$	992,572,262	$	1,628,840,000	$	41,600,000		$	16,020,125	$	612,675,747		45	%		16	%


Residential
Reston Town Center Residential	Q4 2013	Q4 2015	Reston, VA		1		420,000	$	25,040,661	$	137,250,000	$	—		$	—	$	112,209,339		0	%		0	%


Total Residential Properties under Construction					1		420,000	$	25,040,661	$	137,250,000	$	—		$	—	$	112,209,339		0	%		0	%


Total Properties under Construction					7		2,565,860	$	1,017,612,923	$	1,766,090,000	$	41,600,000		$	16,020,125	$	724,885,086		38	%		16	%

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 (2)			Drawn at December 31, 2011 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)
Office
Atlantic Wharf Office	Q1 2011	Q1 2012	Boston, MA		1		797,873	$	527,192,645	$	552,900,000	$	—	(9)	$	—	$	25,707,355		93	%		100	%
2200 Pennsylvania Avenue (10)	Q1 2011	Q4 2011	Washington, DC		1		458,831		181,278,817		210,000,000		—			—		28,721,183		94	%		100	%


Total Office Properties Placed in Service					2		1,256,704	$	708,471,462	$	762,900,000	$	—		$	—	$	54,428,538		93	%		100	%


Residential
The Lofts at Atlantic Wharf (86 Units) (11)	Q3 2011	Q1 2012	Boston, MA		1		77,590	$	43,071,428	$	47,100,000	$	—		$	—	$	4,028,572		91	%		100	%
Atlantic Wharf -Retail							8,994		—		—		—			—		—		61	%		included above

Residences on The Avenue (335 units) (12)	Q2 2011	Q3 2012	Washington, DC		1		273,767		112,207,310		122,000,000		—			—		9,792,690		78	%		100	%

2221 I Street, NW - Retail							49,528		—		—		—			—		—		100	%		included above


Total Residential Properties Placed in Service					2		409,879	$	155,278,738	$	169,100,000	$	—		$	—	$	13,821,262		83	%		100	%

Total Projects placed in Service					4		1,666,583	$	863,750,200	$	932,000,000	$	—		$	—	$	68,249,800		91	%		100	%

IN-SERVICE PROPERTIES HELD FOR RE-DEVELOPMENT


	Sub Market	# of Buildings		Existing Square Feet		Occupied %			Annualized Revenue Per Occupied SF (13)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)	Estimated Future SF (14)

Waltham Office Center	Route 128 Mass Turnpike MA		1		67,005		20.0	%	$	17.22	N	S		414,000
6601 Springfield Center Drive	Fairfax County VA		1		26,388		100.0	%		10.92	N	S		386,000
North First Business Park	San Jose, CA		5		190,636		75.8	%		14.84	N	S		683,000
601 Massachusetts Avenue (formerly 635 Massachusetts Avenue)	East End Washington DC		1		211,000		100.0	%		28.31	N	CBD		450,000
12300 Sunrise Valley (15)	Fairfax County VA		1		255,244		100.0	%		44.99	N	S		255,951


Total Properties held for Re-Development			9		750,273		86.7	%	$	30.93				2,188,951

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

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

(3)	Represents percentage leased as of January 27, 2012.

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

(5)	On November 17, 2011, a joint venture in which the Company has a 50% interest obtained construction financing totaling $19 million.

(6)	The Company commenced redevelopment of 12310 Sunrise Drive on July 5, 2011 and expects to have it available for occupancy during the first quarter of 2012. Project cost includes the incremental costs related to redevelopment and excludes original investment in the asset.

(7)	Project cost includes original investment in the joint venture. On October 14, 2011, a joint venture in which the Company has a 30% interest obtained construction financing totaling $107 million.

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

(9)	The Company terminated the construction loan as of November 16, 2011.

(10)	Project is subject to a ground lease expiring in 2068.

(11)	Project cost includes residential and retail components. Estimated Total Investment and Investment to Date are net of $13.4 million of net proceeds from the sale of Federal Historical Tax Credits.

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

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

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

(15)	12300 Sunrise Valley Drive is 100% leased to the Defense Intelligence Agency (US Government). Redevelopment will commence in the first quarter of 2012 and is expected to be available for occupancy during the second quarter of 2013.

Boston Properties, Inc.

Fourth Quarter 2011

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of December 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		1,082,995
Gaithersburg, MD		27.0		850,000
Springfield, VA (1)		17.8		773,612
Dulles, VA		76.6		760,000
Rockville, MD		58.1		759,000
Boston, MA		1.0		450,000
Marlborough, MA		50.0		400,000
Annapolis, MD (50% ownership)		20.0		300,000
Washington, DC (1)		1.0		239,000
Andover, MA		10.0		110,000
New York, NY (50% ownership) (3)		0.2		TBD

		367.4		9,387,857

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of December 31, 2011


Location	Acreage		Approximate Developable Square Feet

Princeton, NJ (4)		143.1		1,780,000
Cambridge, MA (5)		—		250,000

		143.1		2,030,000

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

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

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

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

(5)	Includes 50,000 square feet of development rights for office / lab space and the option to purchase 200,000 square feet of residential rights.

Boston Properties, Inc.

Fourth 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, impairment losses on depreciable real estate of consolidated real estate, impairment losses on investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures, real estate related depreciation and amortization, and after adjustment for unconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure. The use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Management generally considers FFO to be a useful measure for reviewing our comparative operating and financial performance because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses and real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help one compare the operating performance of a company’s real estate between periods or as compared to different companies. Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently.

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

Funds Available for Distribution (FAD)

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

Total Consolidated Debt to Total Consolidated Market Capitalization Ratio

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

Total Combined Debt to Total Combined Market Capitalization Ratio

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

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

Boston Properties, Inc.

Fourth 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, losses (gains) from investments in securities, interest expense, and losses from early extinguishments of debt, less interest and other income, development and management services income 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). In-service properties exclude hotel and residential properties.

Same Properties

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

Annualized Revenue

Rental obligations at the end of the reporting period, including contractual base rents 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.

Boston Properties, Inc.

Fourth Quarter 2011

Definitions

Average Rental Rates

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

Economic Occupancy

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

Market Rents

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

Physical Occupancy

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

Press release dated January 31, 2012

Exhibit 99.2

LOGO

800 Boylston Street

Boston, MA 02199

AT THE COMPANY

Michael Walsh

Senior Vice President, Finance

(617) 236-3410

Arista Joyner

Investor Relations Manager

(617) 236-3343

BOSTON PROPERTIES ANNOUNCES

FOURTH QUARTER 2011 RESULTS


Reports diluted FFO per share of $1.21		Reports diluted EPS of $0.69

BOSTON, MA, January 31, 2012 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the fourth quarter ended December 31, 2011.

Results for the quarter ended December 31, 2011

Funds from Operations (FFO) for the quarter ended December 31, 2011 were $179.3 million, or $1.21 per share basic and $1.21 per share diluted. This compares to FFO for the quarter ended December 31, 2010 of $89.9 million, or $0.64 per share basic and $0.64 per share diluted. FFO for the quarter ended December 31, 2010 includes $(0.50) per share on a diluted basis related to the losses from early extinguishments of debt totaling approximately $81.7 million primarily associated with the Company’s Operating Partnership’s redemption of $700.0 million in aggregate principal amount of its 6.25% senior notes due 2013 and the repurchase of $50.0 million aggregate principal amount of its 2.875% exchangeable senior notes due 2037. The weighted average number of basic and diluted shares outstanding totaled 147,732,138 and 149,435,490, respectively, for the quarter ended December 31, 2011 and 140,104,791 and 142,058,612, respectively, for the quarter ended December 31, 2010.

Net income (loss) available to common shareholders was $101.6 million for the quarter ended December 31, 2011, compared to $(12.9) million for the quarter ended December 31, 2010. Net income (loss) available to common shareholders per share (EPS) for the quarter ended December 31, 2011 was $0.69 basic and $0.69 on a diluted basis. This compares to EPS for the fourth quarter of 2010 of $(0.09) basic and $(0.09) on a diluted basis.

Results for the year ended December 31, 2011

FFO for the year ended December 31, 2011 was $711.0 million, or $4.88 per share basic and $4.84 per share diluted. This compares to FFO for the year ended December 31, 2010 of $547.4 million, or $3.93 per share basic and $3.90 per share diluted. The weighted average number of

basic and diluted shares outstanding totaled 145,693,488 and 147,679,439, respectively, for the year ended December 31, 2011 and 139,439,637 and 141,518,065, respectively, for the year ended December 31, 2010.

Net income available to common shareholders was $272.7 million for the year ended December 31, 2011, compared to $159.1 million for the year ended December 31, 2010. Net income available to common shareholders per share (EPS) for the year ended December 31, 2011 was $1.87 basic and $1.86 on a diluted basis. This compares to EPS for the year ended December 31, 2010 of $1.14 basic and $1.14 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 and year ended December 31, 2011. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of December 31, 2011, the Company’s portfolio consisted of 153 properties, comprised primarily of Class A office space, one hotel, three residential properties and three retail properties, aggregating approximately 42.2 million square feet, including seven properties under construction totaling 2.6 million square feet. In addition, the Company has structured parking for vehicles containing approximately 15.1 million square feet. The overall percentage of leased space for the 143 properties in service (excluding the two in-service residential properties and the hotel) as of December 31, 2011 was 91.3%.

Significant events during the fourth quarter included:

•

On October 14, 2011, an unconsolidated joint venture in which the Company has a 30% interest obtained construction financing totaling $107.0 million collateralized by its 500 North Capitol Street, NW redevelopment project located in Washington, DC. The construction financing bears interest at a variable rate equal to LIBOR plus 1.65% per annum and matures on October 14, 2014 with two, one-year extension options, subject to certain conditions. At closing, approximately $33.3 million was drawn to fund the repayment of the existing mortgage loan totaling $22.0 million and approximately $11.3 million of previously incurred development costs.

•

On November 9, 2011, the Company’s Operating Partnership repurchased $50.0 million aggregate principal amount of its 2.875% exchangeable senior notes due 2037, which the holders may require the Operating Partnership to repurchase in February 2012, for approximately $50.2 million. The repurchased notes had an aggregate carrying value of approximately $49.6 million, resulting in the recognition of a loss on early extinguishment of debt of approximately $0.6 million.

•

On November 9, 2011, the Company used available cash to repay the mortgage loan collateralized by its Reservoir Place property located in Waltham, Massachusetts totaling $50.0 million. The mortgage financing bore interest at a variable rate equal to Eurodollar plus 2.20% per annum and was scheduled to mature on July 30, 2014. There was no prepayment penalty. The Company recognized a loss from early extinguishment of debt totaling approximately $0.5 million consisting of the write-off of unamortized deferred financing costs.

•

On November 10, 2011, the Company’s Operating Partnership completed a public offering of $850.0 million in aggregate principal amount of 3.700% senior unsecured notes due 2018. The notes were priced at 99.767% of the principal amount to yield an effective interest rate (including financing fees) of 3.853% to maturity. The notes will mature on November 15, 2018, unless earlier redeemed. The aggregate net proceeds from the offering were approximately $841.2 million after deducting underwriting discounts and transaction expenses.

•

On November 15, 2011, the Company completed and fully placed in-service the office component of its Atlantic Wharf development project located in Boston, Massachusetts. The office component is comprised of approximately 798,000 net rentable square feet and is currently 93% leased. In addition, on November 16, 2011, the Company terminated the construction loan facility collateralized by the office component of its Atlantic Wharf project totaling $192.5 million. The construction loan facility bore interest at a variable rate equal to LIBOR plus 3.00% per annum and was scheduled to mature on April 21, 2012 with two, one-year extension options, subject to certain conditions. The Company had not drawn any amounts under the facility. The Company recognized a loss from early extinguishment of debt totaling approximately $0.4 million consisting of the write-off of unamortized deferred financing costs.

•

On November 17, 2011, an unconsolidated joint venture in which the Company has a 50% interest obtained construction financing totaling $19.0 million collateralized by its Annapolis Junction development project located in Annapolis, Maryland. The construction financing bears interest at a variable rate equal to LIBOR plus 1.65% per annum and matures on November 17, 2013 with two, one-year extension options, subject to certain conditions.

•

On November 22, 2011, the Company acquired 2440 West El Camino Real located in Mountain View, California for a purchase price of approximately $71.5 million in cash. 2440 West El Camino Real is an approximately 140,000 net rentable square foot Class A office property that is currently 100% leased. The Company projects this property’s 2012 Unleveraged FFO Return to be 7.5% and 2012 Unleveraged Cash Return to be 6.3%. The calculation of these returns and related disclosures are presented on the accompanying table entitled “Projected 2012 Returns on Operating Property Acquisition.” There can be no assurance that actual returns will not differ materially from these projections.

•

On November 22, 2011, the Company’s Value-Added Fund refinanced the mortgage loan collateralized by its Mountain View Technology Park property located in Mountain View, California. The mortgage loan totaling approximately $24.6 million bore interest at a

variable rate equal to LIBOR plus 1.50% per annum and had matured on November 15, 2011. The new mortgage loan totaling $20.0 million bears interest at a variable rate equal to LIBOR plus 2.50% per annum and matures on November 22, 2014. In connection with the loan refinancing, the joint venture repaid approximately $4.6 million of the previous mortgage loan utilizing existing cash reserves and the proceeds from a loan from the Company’s Operating Partnership. The loan from the Company’s Operating Partnership consists of an agreement to lend up to $6.0 million to the Value-Added Fund, of which approximately $3.7 million had been advanced as of December 31, 2011. The loan from the Company’s Operating Partnership bears interest at a fixed rate of 10.0% per annum and matures on November 22, 2014.

•

On December 14, 2011, the Company announced that its Board of Directors declared a regular quarterly cash dividend of $0.55 per share of common stock for the period from October 1, 2011 to December 31, 2011 payable on January 27, 2012 to shareholders of record as of the close of business on December 31, 2011. This represents an increase of 10.0% over last quarter’s cash dividend of $0.50 per share.

Transactions completed subsequent to December 31, 2011:

•

On January 10, 2012, the Company announced that holders of the 2.875% Exchangeable Senior Notes due 2037 (the “Notes”) of its Operating Partnership have the right to surrender their Notes for purchase by the Operating Partnership (the “Put Right”) on February 15, 2012. In connection with the Put Right, on January 10, 2012, the Operating Partnership distributed a Put Right Notice to the holders of the Notes and filed a Schedule TO with the Securities and Exchange Commission. The opportunity to exercise the Put Right will expire at 5:00 p.m., New York City time, on February 8, 2012. On January 10, 2012, the Company also announced that the Operating Partnership issued a notice of redemption to the holders of the Notes to redeem, on February 20, 2012 (the “Redemption Date”), all of the Notes outstanding on the Redemption Date. In connection with the redemption, holders of the Notes have the right to exchange their Notes prior to 5:00 p.m., New York City time, on February 16, 2012. Notes with respect to which the Put Right is not exercised (or with respect to which the Put Right is exercised and subsequently withdrawn prior to the withdrawal deadline) and that are not surrendered for exchange prior to 5:00 p.m., New York City time, on February 16, 2012, will be redeemed by the Operating Partnership on the Redemption Date at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. As of January 9, 2012, there was approximately $576,194,000 aggregate principal amount of the Notes outstanding.

•

On January 25, 2012, 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 “2012 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 2012 OPP Awards will share in a maximum outperformance pool of $40.0 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 7, 2012 to February 6, 2015. Earned awards are subject to two-years of time-based vesting

after the performance measurement date. The Company expects that under the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation” the 2012 OPP Awards will have an aggregate value of approximately $7.5 million, which amount will be amortized into earnings over the five-year plan period under the graded vesting method and has been reflected in the 2012 guidance below.

•

EPS and FFO per Share Guidance:

The Company’s guidance for the first quarter and full year 2012 for EPS (diluted) and FFO per share (diluted) is set forth and reconciled below. Except as described below, the estimates reflect management’s view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels and the earnings impact of the events referenced in this release and otherwise referenced during the conference call referred to below. The estimates for the first quarter and full year 2012 include, among other things, the anticipated impact on EPS of the transfer of the Company’s Montvale Center property located in Gaithersburg, Maryland, which is expected to occur during the first quarter of 2012 and result in a gain on forgiveness of debt of approximately $0.11 per share. The estimates do not include possible future gains or losses or the impact on operating results from other possible future property acquisitions or dispositions, other possible capital markets activity or possible future impairment charges. EPS estimates may be subject to fluctuations as a result of several factors, including changes in the recognition of depreciation and amortization expense and any gains or losses associated with disposition activity. The Company is not able to assess at this time the potential impact of these factors on projected EPS. By definition, FFO does not include real estate-related depreciation and amortization, impairment losses or gains or losses associated with disposition activities. There can be no assurance that the Company’s actual results will not differ materially from the estimates set forth below.


	First Quarter 2012						Full Year 2012
	Low		-		High		Low		-		High

Projected EPS (diluted)	$	0.43		-	$	0.45	$	1.61		-	$	1.74
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.80		-		0.80		3.15		-		3.15
Less:
Projected Company Share of Gains on Sales/Transfers of Real Estate		0.11		-		0.11		0.11		-		0.11


Projected FFO per Share (diluted)	$	1.12		-	$	1.14	$	4.65		-	$	4.78

Boston Properties will host a conference call on Wednesday, February 1, 2012 at 10:00 AM Eastern Time, open to the general public, to discuss the fourth quarter and full year 2011 results, the 2012 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 34807645. A replay of the conference call will be available through February 15, 2012, by dialing (855) 859-2056 (Domestic) or (404) 537-3406 (International) and entering the passcode 34807645. 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’ fourth 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, three 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, New York, Princeton, San Francisco and Washington, DC.

This press release contains forward-looking statements within the meaning of the Federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “plans,” “projects” and similar expressions that do not relate to historical matters. You should exercise caution in interpreting and relying on forward-looking statements because they involve known and unknown risks, uncertainties and other factors which are, in some cases, beyond Boston Properties’ control and could materially affect actual results, performance or achievements. These factors include, without limitation, the Company’s ability to satisfy the closing conditions to the pending transactions described above, the ability to enter into new leases or renew leases on favorable terms, dependence on tenants’ financial condition, the uncertainties of real estate development, acquisition and disposition activity, the ability to effectively integrate acquisitions, the uncertainty of investing in new markets, the costs and availability of financing, the effectiveness of our interest rate hedging contracts, the ability of our joint venture partners to satisfy their obligations, the effects of local, national and international economic and market conditions (including the impact of the European sovereign debt issues), the effects of acquisitions, dispositions and possible impairment charges on our operating results, the impact of newly adopted accounting principles on the Company’s accounting policies and on period-to-period comparisons of financial results, regulatory changes and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. Boston Properties does not undertake a duty to update or revise any forward-looking statement, including its guidance for the first quarter and full fiscal year 2012, whether as a result of new information, future events or otherwise.

Financial tables follow.

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


	December 31, 2011			December 31, 2010
	(in thousands, except for share amounts)
	(unaudited)
ASSETS

Real estate	$	12,303,965		$	10,933,977
Construction in progress		818,685			1,073,402
Land held for future development		266,822			757,556
Less: accumulated depreciation		(2,642,986	)		(2,323,818	)

Total real estate		10,746,486			10,441,117

Cash and cash equivalents		1,823,208			478,948
Cash held in escrows		40,332			308,031
Investments in securities		9,548			8,732
Tenant and other receivables, net of allowance for doubtful accounts of $1,766 and $2,081, respectively		79,838			60,813
Related party notes receivable		280,442			270,000
Interest receivable from related party notes receivable		89,854			69,005
Accrued rental income, net of allowance of $2,515 and $3,116, respectively		522,675			442,683
Deferred charges, net		445,403			436,019
Prepaid expenses and other assets		75,458			65,663
Investments in unconsolidated joint ventures		669,722			767,252

Total assets	$	14,782,966		$	13,348,263


LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	3,123,267		$	3,047,586
Unsecured senior notes, net of discount		3,865,186			3,016,598
Unsecured exchangeable senior notes, net of discount		1,715,685			1,721,817
Unsecured line of credit		—			—
Accounts payable and accrued expenses		155,139			161,592
Dividends and distributions payable		91,901			81,031
Accrued interest payable		69,105			62,327
Other liabilities		293,515			237,467

Total liabilities		9,313,798			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, 148,186,511 and 140,278,005 shares issued and 148,107,611 and 140,199,105 shares outstanding at December 31, 2011 and 2010, respectively		1,481			1,402
Additional paid-in capital		4,936,457			4,417,162
Dividends in excess of earnings		(53,080	)		(24,763	)
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(16,138	)		(18,436	)

Total stockholders’ equity attributable to Boston Properties, Inc.		4,865,998			4,372,643

Noncontrolling interests:
Common units of the Operating Partnership		548,581			592,164
Property partnerships		(1,063	)		(614	)


Total equity		5,413,516			4,964,193


Total liabilities and equity	$	14,782,966		$	13,348,263

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS


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

Revenue
Rental
Base rent	$	358,466		$	312,899		$	1,407,070		$	1,231,564
Recoveries from tenants		52,726			45,189			201,395			180,719
Parking and other		21,234			16,920			83,097			64,490

Total rental revenue		432,426			375,008			1,691,562			1,476,773
Hotel revenue		11,632			10,510			34,529			32,800
Development and management services		8,729			6,964			33,435			41,231

Total revenue		452,787			392,482			1,759,526			1,550,804


Expenses
Operating
Rental		154,146			125,384			593,977			501,694
Hotel		8,076			7,602			26,128			25,153
General and administrative		19,390			17,121			81,442			79,658
Acquisition costs		19			721			155			2,614
Suspension of development		—			—			—			(7,200	)
Depreciation and amortization		109,181			92,763			439,184			338,371

Total expenses		290,812			243,591			1,140,886			940,290


Operating income		161,975			148,891			618,640			610,514
Other income (expense)
Income from unconsolidated joint ventures		57,712			9,834			85,896			36,774
Interest and other income		1,179			1,691			5,358			7,332
Gains (losses) from investments in securities		38			682			(443	)		935
Interest expense		(103,967	)		(92,192	)		(394,131	)		(378,079	)
Losses from early extinguishments of debt		(1,494	)		(81,662	)		(1,494	)		(89,883	)

Income (loss) from continuing operations		115,443			(12,756	)		313,826			187,593
Gain on sale of real estate		—			—			—			2,734

Net income (loss)		115,443			(12,756	)		313,826			190,327
Net income (loss) attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(440	)		(907	)		(1,558	)		(3,464	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(842	)		(795	)		(3,339	)		(3,343	)
Noncontrolling interest - common units of the Operating Partnership		(12,517	)		1,555			(36,250	)		(24,099	)
Noncontrolling interest in gain on sale of real estate - common units of the Operating Partnership		—			—			—			(349	)

Net income (loss) attributable to Boston Properties, Inc.	$	101,644		$	(12,903	)	$	272,679		$	159,072


Basic earnings per common share attributable to Boston Properties, Inc.:
Net income (loss)	$	0.69		$	(0.09	)	$	1.87		$	1.14


Weighted average number of common shares outstanding		147,732			140,105			145,693			139,440


Diluted earnings per common share attributable to Boston Properties, Inc.:
Net income (loss)	$	0.69		$	(0.09	)	$	1.86		$	1.14


Weighted average number of common and common equivalent shares outstanding		147,974			140,105			146,218			140,057

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)


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

Net income (loss) attributable to Boston Properties, Inc.	$	101,644		$	(12,903	)	$	272,679		$	159,072

Add:
Noncontrolling interest in gain on sale of real estate - common units of the Operating Partnership		—			—			—			349
Noncontrolling interest - common units of the Operating Partnership		12,517			(1,555	)		36,250			24,099
Noncontrolling interest - redeemable preferred units of the Operating Partnership		842			795			3,339			3,343
Noncontrolling interests in property partnerships		440			907			1,558			3,464
Less:
Gain on sale of real estate		—			—			—			2,734


Income (loss) from continuing operations		115,443			(12,756	)		313,826			187,593

Add:
Real estate depreciation and amortization (2)		133,415			118,573			541,791			450,546
Less:
Gains on sales of real estate included within income from unconsolidated joint ventures (3)		46,166			572			46,166			572
Noncontrolling interests in property partnerships’ share of funds from operations		904			1,686			3,412			6,862
Noncontrolling interest - redeemable preferred units of the Operating Partnership		842			795			3,339			3,343


Funds from operations (FFO) attributable to the Operating Partnership		200,946			102,764			802,700			627,362

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		21,648			12,886			91,709			80,006


Funds from operations attributable to Boston Properties, Inc.	$	179,298		$	89,878		$	710,991		$	547,356


Boston Properties, Inc.’s percentage share of funds from operations - basic		89.23	%		87.46	%		88.57	%		87.25	%


Weighted average shares outstanding - basic		147,732			140,105			145,693			139,440


FFO per share basic	$	1.21		$	0.64		$	4.88		$	3.93


Weighted average shares outstanding - diluted		149,435			142,059			147,679			141,518


FFO per share diluted	$	1.21		$	0.64		$	4.84		$	3.90

(1)

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 $109,181, $92,763, $439,184 and $338,371, our share of unconsolidated joint venture real estate depreciation and amortization of $24,592, $26,206, $103,970 and $113,945, less corporate-related depreciation and amortization of $358, $396, $1,363 and $1,770 for the three months and year ended December 31, 2011 and 2010, respectively.

(3)

Consists of the portion of income from unconsolidated joint ventures related to the gain on sale of real estate from (1) the sale of Two Grand Central Tower during the three months and year ended December 31, 2011 and (2) the sale of the Company’s 5.00% equity interest in the Company’s unconsolidated joint venture entity that owned the retail portion of the Wisconsin Place mixed-use property during the three months and year ended December 31, 2010.

BOSTON PROPERTIES, INC.

PROJECTED 2012 RETURNS ON OPERATING PROPERTY ACQUISITION

(dollars in thousands)


	2440 West El Camino Real

Base rent and recoveries from tenants	$	6,442
Straight-line rent		420
Fair value lease revenue		463
Parking and other		221

Total rental revenue		7,546

Operating Expenses		2,186


Revenue less Operating Expenses		5,360

Depreciation and amortization		3,350


Net income	$	2,010

Add:
Depreciation and amortization		3,350


Unleveraged FFO (1)	$	5,360

Less:
Straight-line rent		(420	)
Fair value lease revenue		(463	)


Unleveraged Cash	$	4,477

Purchase Price	$	71,500
Estimated closing and other costs		95

Total Unleveraged Investment	$	71,595

Unleveraged FFO Return (1)		7.5	%

Unleveraged Cash Return (2)		6.3	%

(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) (computed in accordance with GAAP, including non-recurring items) for gains (or losses) from sales of properties, impairment losses on depreciable real estate of consolidated real estate, impairment losses on investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures, real estate related depreciation and amortization, and after adjustment for unconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure. Unleveraged FFO excludes, among other items, interest expense, which may vary depending on the level of corporate debt or property-specific debt. Unleveraged FFO Return is also a non-GAAP financial measure that is determined by dividing (A) Unleveraged FFO (based on the projected results for the year ending December 31, 2012) by (B) the Company’s Total Unleveraged Investment. Management believes projected Unleveraged FFO Return is a useful measure in the real estate industry when determining the appropriate purchase price for a property or estimating a property’s value. When evaluating acquisition opportunities, management considers, among other factors, projected Unleveraged FFO Return because it excludes, among other items, interest expense (which may vary depending on the level of corporate debt or property-specific debt), as well as depreciation and amortization expense (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates). Other factors that management considers include its cost of capital and available financing alternatives. Other companies may compute FFO, Unleveraged FFO and Unleveraged FFO Return differently and these are not indicators of a real estate asset’s capacity to generate cash flow.

(2)

Unleveraged Cash Return is a non-GAAP financial measure that is determined by dividing (A) Unleveraged Cash (based on the projected results for the year ending December 31, 2012) by (B) the Company’s Total Unleveraged Investment. Other real estate companies may calculate this return differently. Management believes that projected Unleveraged Cash Return is also a useful measure of a property’s value when used in addition to Unleveraged FFO Return because, by eliminating the effect of straight-lining of rent and the treatment of in-place above- and below-market leases, it enables an investor to assess the projected cash on cash return from the property over the forecasted period.

Management is presenting these projected returns and related calculations to assist investors in analyzing the Company’s acquisition. Management does not intend to present this data for any other purpose, for any other period or for its other properties, and is not intending for these measures to otherwise provide information to investors about the Company’s financial condition or results of operations. The Company does not undertake a duty to update any of these projections. There can be no assurance that actual returns will not differ materially from these projections.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	December 31, 2011			December 31, 2010
Boston		87.1	%		89.4	%
New York		97.8	%		96.9	%
Princeton		75.8	%		80.8	%
San Francisco		87.9	%		92.9	%
Washington, DC		96.9	%		97.3	%

Total Portfolio		91.3	%		93.2	%


	% Leased by Type
	December 31, 2011			December 31, 2010
Class A Office Portfolio		91.3	%		93.6	%
Office/Technical Portfolio		92.6	%		85.5	%

Total Portfolio		91.3	%		93.2	%