SEC Filing

BOSTON PROPERTIES, INC.

Date: May 1, 2012

/s/ Michael E. LaBelle

Michael E. LaBelle

Senior Vice President, Chief Financial Officer

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Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 1, 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 May 1, 2012, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the first quarter of 2012. 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 8.01.

Other Events.

Selected financial results and related information of the Company for the three months ended March 31, 2012 are filed as Exhibit 99.3 hereto and incorporated by reference herein.

Item 9.01.

Financial Statements and Exhibits.

(d)	Exhibits.


Exhibit No.		Description

*99.1		Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended March 31, 2012.

*99.2		Press release dated May 1, 2012.

*99.3		Selected financial and related information of the Company for the three months ended March 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.

EXHIBIT INDEX


Exhibit No.		Description

*99.1		Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended March 31, 2012.

*99.2		Press release dated May 1, 2012.

*99.3		Selected financial and related information of the Company for the three months ended March 31, 2012.

*	Filed herewith.

Supplemental Operating and Financial Data

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended March 31, 2012

Boston Properties, Inc.

First Quarter 2012

Table of Contents


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

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

(Cover photo: 100 Federal Street, Boston, MA)

Boston Properties, Inc.

First Quarter 2012

COMPANY PROFILE

The Company

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

Management

Boston Properties’ senior management team is among the most respected and accomplished in the REIT industry. Our deep and talented team of thirty-three individuals averages twenty-eight years of real estate experience and 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; 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 March 31, 2012)


Corporate Headquarters		Boston, Massachusetts
Markets		Boston, New York, Princeton, San Francisco and Washington, DC
Fiscal Year-End		December 31
Total Properties (includes unconsolidatedjoint ventures, other than the Value-Added Fund)		153
Total Square Feet (includes unconsolidated joint ventures, other than the Value-Added Fund, and structured parking)		58.5 million
Common Shares and Units Outstanding (as converted, but excluding out performance plan units)		169.0 million
Dividend - Quarter/Annualized		$0.55/$2.20
Dividend Yield		2.10%
Total Combined Market Capitalization		$27.1 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A- (S&P)

Boston Properties, Inc.

First Quarter 2012

INVESTOR INFORMATION


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


Douglas T. Linde	Matthew J. Lustig	Michael E. LaBelle	Robert E. Selsam
President and Director	Director	Senior Vice President, Chief Financial Officer	Senior Vice President and Regional Manager of New York
Lawrence S. Bacow	Alan J. Patricof
Director	Director, Chair of Audit Committee	Peter D. Johnston Senior Vice President and Regional Manager of Washington, DC	Frank D. Burt Senior Vice President, General Counsel
			Frank D. Burt Senior Vice President, General Counsel

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

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

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

Common Stock Data (NYSE: BXP)

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


	Q1 2012			Q4 2011			Q3 2011			Q2 2011			Q1 2011
High Closing Price	$	107.57		$	101.59		$	112.36		$	108.35		$	95.92
Low Closing Price	$	97.49		$	84.72		$	89.10		$	93.91		$	84.66
Average Closing Price	$	102.95		$	94.31		$	102.48		$	102.20		$	92.04
Closing Price, at the end of the quarter	$	104.99		$	99.60		$	89.10		$	106.16		$	94.85
Dividends per share - annualized	$	2.20		$	2.20		$	2.00		$	2.00		$	2.00
Closing dividend yield -annualized		2.10	%		2.21	%		2.24	%		1.88	%		2.11	%
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding out performance plan units) (thousands) (1)		168,956			167,733			167,729			167,281			166,567
Closing market value of outstanding shares and units (thousands)	$	17,738,690		$	16,706,207		$	14,944,654		$	17,758,551		$	15,798,880

(1)

For additional detail, see page 12.

Timing

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


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

Boston Properties, Inc.

First Quarter 2012

RESEARCH COVERAGE


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

Jeffrey Spector / Jamie Feldman 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	Anthony Paolone / Joseph Dazio	John Giordano	Susan Madison
Barclays Capital	J.P. Morgan Securities	Credit Suisse Securities	Standard & Poor’s
212.526.2306 / 212.526.3098	212.622.6682 / 212.622.6416	212.538.4935	212.438.4516

Sri Nagarajan / Evan Smith	Sheila McGrath / Kristin Brown	Mark Streeter
Cantor Fitzgerald	Keefe, Bruyette & Woods	J.P. Morgan Securities
212-915-1223 / 215-915-1220	212.887.7793 / 212.887.7738	212.834.5086

Michael Bilerman / Joshua Attie	Jordan Sadler / Craig Mailman	Thierry Perrein / Jason Jones
Citigroup Global Markets	KeyBanc Capital Markets	Wells Fargo
212.816.1383 / 212.816.1685	917.368.2280 / 917.368.2316	704.715.8455 / 704.715.7932

James Sullivan / Stephen Boyd	Robert Stevenson
Cowen and Company	Macquarie Research
646.562.1380 / 646.562.1382	212.857.6168

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

Michael Knott / Jed Reagan	David Rodgers / Mike Carroll
Green Street Advisors	RBC Capital Markets
949.640.8780 / 949.640.8780	440.715.2647 / 440.715.2649

David Harris	Alexander Goldfarb / James Milam
Imperial Capital	Sandler O’Neill & Partners
212.351.9429	212.466.7937 / 212.466.8066

Steve Sakwa / George Auerbach	John Guinee / Erin Aslakson
ISI Group	Stifel, Nicolaus & Company
212.446.9462 / 212.446.9459	443.224.1307 / 443.224.1350

	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.

First Quarter 2012

FINANCIAL HIGHLIGHTS

(unaudited and in thousands, except per share amounts)

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


	Three Months Ended
	31-Mar-12			31-Dec-11			30-Sep-11			30-Jun-11			31-Mar-11
Selected Items:
Revenue	$	447,662		$	452,185		$	451,772		$	435,813		$	417,214
Straight-line rent (1)	$	21,929		$	21,404		$	23,075		$	24,571		$	21,073
Fair value lease revenue (1) (2)	$	17,863		$	19,756		$	19,955		$	20,537		$	20,761
Revenue from residential units	$	3,140		$	2,440		$	1,515		$	221		$	—
Company share of funds from operations from unconsolidated joint ventures	$	34,842		$	36,138		$	36,960		$	35,562		$	35,041
Lease termination fees (included in revenue) (1)	$	3,387		$	7,168		$	8,976		$	231		$	2,003
Ground rent expense (3)	$	8,224		$	4,897		$	4,686		$	2,405		$	982
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment	$	8,264		$	9,815		$	9,813		$	9,657		$	9,505
Capitalized interest	$	11,201		$	12,188		$	13,004		$	11,958		$	11,239
Capitalized wages	$	2,668		$	2,856		$	2,710		$	2,876		$	2,559
Operating Margins [(rental revenue - rental expense)/rental revenue] (4)		65.3	%		66.3	%		66.6	%		67.5	%		67.0	%
Gains (losses) from early extinguishments of debt (5)	$	767		$	(1,494	)	$	—		$	—		$	—
Net income attributable to Boston Properties, Inc.	$	64,632		$	101,644		$	70,542		$	60,214		$	40,813
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	166,943		$	179,298		$	190,274		$	181,569		$	159,980
FFO per share - diluted	$	1.12		$	1.21		$	1.28		$	1.23		$	1.12
Net income attributable to Boston Properties, Inc. per share - basic	$	0.44		$	0.69		$	0.48		$	0.41		$	0.29
Net income attributable to Boston Properties, Inc. per share - diluted	$	0.43		$	0.69		$	0.48		$	0.41		$	0.29
Dividends per common share	$	0.55		$	0.55		$	0.50		$	0.50		$	0.50
Funds available for distribution to common shareholders and common unitholders (FAD) (6)	$	119,909		$	103,460		$	162,496		$	156,895		$	127,782

Ratios:
Interest Coverage Ratio (excluding capitalized interest) - cash basis (7)		2.88			2.99			3.29			3.16			2.90
Interest Coverage Ratio (including capitalized interest) - cash basis (7)		2.57			2.64			2.85			2.77			2.57
FFO Payout Ratio (8)		49.11	%		45.45	%		39.06	%		40.65	%		44.64	%
FAD Payout Ratio (9)		76.91	%		88.41	%		51.17	%		52.84	%		64.65	%

	31-Mar-12			31-Dec-11			30-Sep-11			30-Jun-11			31-Mar-11
Capitalization:
Common Stock Price @ Quarter End	$	104.99		$	99.60		$	89.10		$	106.16		$	94.85
Equity Value @ Quarter End	$	17,738,690		$	16,706,207		$	14,944,654		$	17,758,551		$	15,798,880
Total Consolidated Debt	$	7,960,626		$	8,704,138		$	7,950,363		$	7,941,643		$	7,937,264
Total Consolidated Market Capitalization	$	25,699,316		$	25,410,345		$	22,895,017		$	25,700,194		$	23,736,144
Total Consolidated Debt/Total Consolidated Market Capitalization (10)		30.98	%		34.25	%		34.73	%		30.90	%		33.44	%
BXP’s Share of Joint Venture Debt	$	1,436,587		$	1,433,687		$	1,532,963		$	1,534,029		$	1,542,952
Total Combined Debt	$	9,397,213		$	10,137,825		$	9,483,326		$	9,475,672		$	9,480,216
Total Combined Market Capitalization (11)	$	27,135,903		$	26,844,032		$	24,427,980		$	27,234,223		$	25,279,096
Total Combined Debt/Total Combined Market Capitalization (11) (12)		34.63	%		37.77	%		38.82	%		34.79	%		37.50	%

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

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

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

(4)

Rental Expense consists of operating expenses, real estate taxes and ground rent expense. Amounts are exclusive of the gross up of reimbursable electricity and other amounts totaling $12,124, $12,084, $13,838, $12,859 and $9,704 for the three months ended March 31, 2012, December 31, 2011, September 30, 2011, June 30, 2011 and March 31, 2011, respectively.

(5)

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

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

(7)	For additional detail, see page 11.

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

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

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

(11)	For additional detail, see page 12.

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

Boston Properties, Inc.

First Quarter 2012

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	31-Mar-12			31-Dec-11			30-Sep-11			30-Jun-11			31-Mar-11
ASSETS
Real estate	$	12,937,143		$	12,303,965		$	12,031,660		$	11,786,353		$	11,567,294
Construction in progress (1)		870,006			818,685			899,302			982,318			681,342
Land held for future development		268,030			266,822			266,834			284,115			759,786
Less accumulated depreciation		(2,722,605	)		(2,642,986	)		(2,558,620	)		(2,468,165	)		(2,411,378	)

Total real estate		11,352,574			10,746,486			10,639,176			10,584,621			10,597,044
Cash and cash equivalents (2)		591,196			1,823,208			1,063,024			780,584			747,305
Cash held in escrows (2)		30,697			40,332			36,759			302,439			305,692
Marketable securities		11,193			9,548			9,312			9,975			9,800
Tenant and other receivables, net		68,275			79,838			47,554			44,470			54,740
Related party notes receivable (3)		281,177			280,442			276,375			276,375			270,000
Interest receivable from related party notes receivable (3)		95,126			89,854			84,782			79,884			75,280
Accrued rental income, net		541,153			522,675			508,838			491,878			463,117
Deferred charges, net		500,957			445,403			441,700			449,014			449,076
Prepaid expenses and other assets		73,132			75,458			102,812			92,470			100,897
Investments in unconsolidated joint ventures		667,377			669,722			770,466			772,502			762,522

Total assets	$	14,212,857		$	14,782,966		$	13,980,798		$	13,884,212		$	13,835,473

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable (2)	$	2,946,760		$	3,123,267		$	3,179,034		$	3,181,469		$	3,188,025
Unsecured senior notes, net of discount		3,865,369			3,865,186			3,016,986			3,016,837			3,016,743
Unsecured exchangeable senior notes, net of discount		1,148,497			1,715,685			1,754,343			1,743,337			1,732,496
Unsecured line of credit		—			—			—			—			—
Accounts payable and accrued expenses		165,441			155,139			143,694			145,811			145,362
Dividends and distributions payable		92,615			91,901			83,584			83,369			83,019
Accrued interest payable		97,997			69,105			89,555			62,046			88,070
Other liabilities		324,826			293,515			273,789			259,148			236,647

Total liabilities		8,641,505			9,313,798			8,540,985			8,492,017			8,490,362

Commitments and contingencies		—			—			—			—			—

Noncontrolling interest:
Redeemable preferred units of the Operating Partnership		51,537			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, 149,384,341, 148,107,611, 147,627,247, 146,387,021 and 145,058,429 outstanding, respectively		1,494			1,481			1,476			1,464			1,451
Additional paid-in capital		5,050,547			4,936,457			4,916,440			4,846,003			4,771,659
Dividends in excess of earnings		(70,609	)		(53,080	)		(72,941	)		(69,537	)		(56,479	)
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(15,558	)		(16,138	)		(16,717	)		(17,294	)		(17,867	)

Total stockholders’ equity attributable to Boston Properties, Inc.		4,963,152			4,865,998			4,825,536			4,757,914			4,696,042
Noncontrolling interests:
Common units of the Operating Partnership		557,930			548,581			559,621			579,211			594,002
Property partnerships		(1,267	)		(1,063	)		(996	)		(582	)		(585	)

Total equity		5,519,815			5,413,516			5,384,161			5,336,543			5,289,459

Total liabilities and equity	$	14,212,857		$	14,782,966		$	13,980,798		$	13,884,212		$	13,835,473

(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 net amount of approximately $11.2 million has been advanced as of March 31, 2012. The unconsolidated entities have corresponding notes payable to the Company, see pages 17 and 18.

Boston Properties, Inc.

First Quarter 2012

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	31-Mar-12			31-Dec-11			30-Sep-11			30-Jun-11			31-Mar-11
Revenue
Rental
Base Rent	$	357,701		$	357,860		$	359,984		$	347,853		$	338,925
Recoveries from tenants		52,568			52,736			53,877			48,859			45,849
Parking and other		22,428			21,228			21,686			21,099			19,064

Total rental revenue		432,697			431,824			435,547			417,811			403,838
Hotel revenue		6,816			11,632			8,045			8,904			5,948
Development and management services		8,149			8,729			8,180			9,098			7,428

Total revenue		447,662			452,185			451,772			435,813			417,214

Expenses
Operating		90,085			88,126			89,889			82,729			78,925
Real estate taxes		67,421			65,710			64,818			61,835			60,705
Hotel operating		6,099			8,076			6,032			6,281			5,739
General and administrative (1) (2)		27,619			19,329			16,917			18,721			24,643
Transaction costs		2,104			80			474			1,361			72
Depreciation and amortization		109,673			108,988			109,303			110,888			109,237

Total expenses		303,001			290,309			287,433			281,815			279,321

Operating income		144,661			161,876			164,339			153,998			137,893
Other income (expense)
Income from unconsolidated joint ventures (3)		11,721			57,712			11,326			8,882			7,976
Interest and other income		1,646			1,179			1,252			1,953			974
Gains (losses) from investments in securities (1)		801			38			(860	)		6			373
Interest expense (4) (5)		(103,237	)		(103,308	)		(95,117	)		(94,583	)		(98,525	)
Gains (losses) from early extinguishments of debt (6)		767			(1,494	)		—			—			—

Income from continuing operations		56,359			116,003			80,940			70,256			48,691
Discontinued operations
Loss from discontinued operations (7)		(156	)		(560	)		(489	)		(518	)		(497	)
Gain on forgiveness of debt from discontinued operations (7)		17,807			—			—			—			—

Net income		74,010			115,443			80,451			69,738			48,194
Net income attributable to noncontrolling interests
Noncontrolling interest in property partnership		(546	)		(440	)		(86	)		(503	)		(529	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(801	)		(842	)		(832	)		(842	)		(823	)
Noncontrolling interest - common units of the Operating Partnership (8)		(6,089	)		(12,577	)		(9,045	)		(8,239	)		(6,090	)
Noncontrolling interest in discontinued operations - common units of the Operating Partnership (8)		(1,942	)		60			54			60			61

Net income attributable to Boston Properties, Inc.	$	64,632		$	101,644		$	70,542		$	60,214		$	40,813


INCOME PER SHARE OF COMMON STOCK (EPS)
Net income attributable to Boston Properties, Inc. per share - basic	$	0.44		$	0.69		$	0.48		$	0.41		$	0.29

Net income attributable to Boston Properties, Inc. per share - diluted	$	0.43		$	0.69		$	0.48		$	0.41		$	0.29

(1)

Gains (losses) from investments in securities includes $801, $38, $(860), $6 and $373 and general and administrative expense includes $(825), $(38), $757, $(23) and $(425) for the three months ended March 31, 2012, December 31, 2011, September 30, 2011, June 30, 2011 and March 31, 2011, respectively, related to the Company’s deferred compensation plan.

(2)

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

(4)	Interest expense is reported net of capitalized interest of $11,201, $12,188, $13,004, $11,958 and $11,239 for the three months ended March 31, 2012, December 31, 2011, September 30, 2011, June 30, 2011 and March 31, 2011, respectively.

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

(6)

(7)

On January 31, 2012, the servicer of the non-recourse mortgage loan collateralized by the Company’s Montvale Center property located in Gaithersburg, Maryland foreclosed on the property. The Company was not current on making debt service payments and was accruing interest at the default interest rate of 9.93% per annum. The loan was originally scheduled to mature on June 6, 2012. As a result of the foreclosure, the mortgage loan totaling $25.0 million was extinguished and the related obligations were satisfied with the transfer of the real estate and working capital to the servicer. The transaction resulted in a gain on forgiveness of debt of approximately $17.8 million. The operating results of the property through the date of foreclosure have been classified as discontinued operations on a historical basis for all periods presented.

(8)

Equals noncontrolling interest - common units of the Operating Partnership’s share of 10.67%, 10.77%, 11.02%, 11.61% and 12.33% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended March 31, 2012, December 31, 2011, September 30, 2011, June 30, 2011 and March 31, 2011, respectively.

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

Boston Properties, Inc.

First Quarter 2012

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	31-Mar-12		31-Dec-11			30-Sep-11			30-Jun-11			31-Mar-11
Net income attributable to Boston Properties, Inc.	$	64,632	$	101,644		$	70,542		$	60,214		$	40,813
Add:
Noncontrolling interest in discontinued operations - common units of the
Operating Partnership		1,942		(60	)		(54	)		(60	)		(61	)
Noncontrolling interest - common units of the Operating Partnership		6,089		12,577			9,045			8,239			6,090
Noncontrolling interest - redeemable preferred units of the Operating Partnership		801		842			832			842			823
Noncontrolling interests in property partnerships		546		440			86			503			529
Loss from discontinued operations		156		560			489			518			497
Less:
Gain on forgiveness of debt from discontinued operations		17,807		—			—			—			—

Income from continuing operations		56,359		116,003			80,940			70,256			48,691
Add:
Real estate depreciation and amortization (1)		132,490		133,415			134,777			137,495			136,104
Less:
Loss from discontinued operations		156		560			489			518			497
Gains on sales of real estate included within income from unconsolidated joint ventures (2)		—		46,166			—			—			—
Noncontrolling interests in property partnerships’ share of funds from operations		1,010		904			549			966			993
Noncontrolling interest - redeemable preferred units of the Operating Partnership		801		842			832			842			823

Funds from operations (FFO) attributable to the Operating Partnership		186,882		200,946			213,847			205,425			182,482
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		19,939		21,648			23,573			23,856			22,502

FFO attributable to Boston Properties, Inc. (3)	$	166,943	$	179,298		$	190,274		$	181,569		$	159,980

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

Weighted average shares outstanding - basic		148,343		147,732			147,006			145,864			142,095

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

Weighted average shares outstanding - diluted		150,140		149,435			149,083			148,156			143,965

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $109,673, $108,988, $109,303, $110,888 and $109,237, our share of unconsolidated joint venture real estate depreciation and amortization of $23,121, $24,592, $25,633, $26,680 and $27,065, and depreciation and amortization from discontinued operations of $64, $193, $192, $192 and $191, less corporate related depreciation of $368, $358, $351, $265 and $389 for the three months ended March 31, 2012, December 31, 2011, September 30, 2011, June 30, 2011 and March 31, 2011, respectively.

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

(3)	Based on weighted average basic shares for the quarter. The Company’s share for the quarter ended March 31, 2012, December 31, 2011, September 30, 2011, June 30, 2011 and March 31, 2011 was 89.33%, 89.23%, 88.98%, 88.39% and 87.67%, respectively.

Boston Properties, Inc.

First Quarter 2012

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	March 31, 2012				December 31, 2011				September 30, 2011				June 30, 2011				March 31, 2011
	Income (Numerator)		Shares/Units (Denominator)		Income (Numerator)		Shares/Units (Denominator)		Income (Numerator)		Shares/Units (Denominator)		Income (Numerator)		Shares/Units (Denominator)		Income (Numerator)		Shares/Units (Denominator)
Basic FFO	$	186,882		166,060	$	200,946		165,569	$	213,847		165,219	$	205,425		165,029	$	182,482		162,082
Effect of Dilutive Securities
Convertible Preferred Units		801		1,394		842		1,461		832		1,461		842		1,461		823		1,461
Stock based compensation and exchangeable senior notes		—		403		—		242		—		616		—		831		—		409

Diluted FFO	$	187,683		167,857	$	201,788		167,272	$	214,679		167,296	$	206,267		167,321	$	183,305		163,952

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of diluted funds from operations		19,810		17,717		21,517		17,837		23,371		18,213		23,625		19,165		22,346		19,987

Company’s share of diluted FFO (1)	$	167,873		150,140	$	180,271		149,435	$	191,308		149,083	$	182,642		148,156	$	160,959		143,965

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

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

(1)	Based on weighted average diluted shares for the quarter. The Company’s share for the quarter ended March 31, 2012, December 31, 2011, September 30, 2011, June 30, 2011 and March 31, 2011 was 89.45%, 89.34%, 89.11%, 88.55% and 87.81%, respectively.

Boston Properties, Inc.

First Quarter 2012

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	31-Mar-12			31-Dec-11			30-Sep-11			30-Jun-11			31-Mar-11
Basic FFO (see page 9)	$	186,882		$	200,946		$	213,847		$	205,425		$	182,482
2nd generation tenant improvements and leasing commissions		(50,678	)		(60,564	)		(18,158	)		(16,639	)		(33,881	)
Straight-line rent (1)		(21,929	)		(21,404	)		(23,075	)		(24,571	)		(21,073	)
Recurring capital expenditures		(1,796	)		(18,299	)		(7,120	)		(2,785	)		(1,130	)
Fair value interest adjustment (1)		202			(80	)		(97	)		(208	)		45
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment		8,264			9,815			9,813			9,657			9,505
Fair value lease revenue (1) (2)		(17,863	)		(19,756	)		(19,955	)		(20,537	)		(20,761	)
Hotel improvements, equipment upgrades and replacements		(187	)		(799	)		(1,239	)		(1,478	)		(494	)
Straight-line ground rent expense adjustment (3)		5,032			1,788			1,687			682			—
Non real estate depreciation		368			358			351			265			389
Stock-based compensation (4)		11,358			5,970			5,937			5,909			11,856
Non-cash losses (gains) from early extinguishments of debt		(914	)		1,494			—			—			—
Non-cash termination income (including fair value lease amounts)		56			(573	)		(335	)		—			—
Partners’ share of joint venture 2nd generation tenant improvement and leasing commissions		1,114			4,564			840			1,175			844

Funds available for distribution to common shareholders and common unitholders (FAD)	$	119,909		$	103,460		$	162,496		$	156,895		$	127,782

Interest Coverage Ratios

(in thousands, except for ratio amounts)


	Three Months Ended
	31-Mar-12			31-Dec-11			30-Sep-11			30-Jun-11			31-Mar-11
*Excluding Capitalized Interest*
Income from continuing operations	$	56,359		$	116,003		$	80,940		$	70,256		$	48,691
Interest expense		103,237			103,308			95,117			94,583			98,525
Depreciation and amortization expense		109,673			108,988			109,303			110,888			109,237
Depreciation and amortization expense from unconsolidated joint ventures		23,121			24,592			25,633			26,680			27,065
Gains on sales of real estate included within income from unconsolidated joint ventures		—			(46,166	)		—			—			—
Interest expense - discontinued operations		222			659			660			653			626
Depreciation and amortization expense - discontinued operations		64			193			192			192			191
Loss from discontinued operations		(156	)		(560	)		(489	)		(518	)		(497	)
Non-cash losses (gains) from early extinguishments of debt		(914	)		1,494			—			—			—
Non-cash termination income (including fair value lease amounts)		56			(573	)		(335	)		—			—
Stock-based compensation		11,358			5,970			5,937			5,909			11,856
Straight-line ground rent expense adjustment (3)		5,032			1,788			1,687			682			—
Straight-line rent (1)		(21,929	)		(21,404	)		(23,075	)		(24,571	)		(21,073	)
Fair value lease revenue (1) (2)		(17,863	)		(19,756	)		(19,955	)		(20,537	)		(20,761	)

Subtotal		268,260			274,536			275,615			264,217			253,860
Divided by:

Adjusted interest expense (5) (6) (7)		93,107			91,929			83,678			83,495			87,598

Interest Coverage Ratio		2.88			2.99			3.29			3.16			2.90

*Including Capitalized Interest*
Income from continuing operations	$	56,359		$	116,003		$	80,940		$	70,256		$	48,691
Interest expense		103,237			103,308			95,117			94,583			98,525
Depreciation and amortization expense		109,673			108,988			109,303			110,888			109,237
Depreciation and amortization expense from unconsolidated joint ventures		23,121			24,592			25,633			26,680			27,065
Gains on sales of real estate included within income from unconsolidated joint ventures		—			(46,166	)		—			—			—
Interest expense - discontinued operations		222			659			660			653			626
Depreciation and amortization expense - discontinued operations		64			193			192			192			191
Loss from discontinued operations		(156	)		(560	)		(489	)		(518	)		(497	)
Non-cash losses (gains) from early extinguishments of debt		(914	)		1,494			—			—			—
Non-cash termination income (including fair value lease amounts)		56			(573	)		(335	)		—			—
Stock-based compensation		11,358			5,970			5,937			5,909			11,856
Straight-line ground rent expense adjustment (3)		5,032			1,788			1,687			682			—
Straight-line rent (1)		(21,929	)		(21,404	)		(23,075	)		(24,571	)		(21,073	)
Fair value lease revenue (1) (2)		(17,863	)		(19,756	)		(19,955	)		(20,537	)		(20,761	)

Subtotal		268,260			274,536			275,615			264,217			253,860
Divided by:

Adjusted interest expense (5) (6) (7) (8)		104,308			104,117			96,682			95,453			98,837

Interest Coverage Ratio		2.57			2.64			2.85			2.77			2.57

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

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

(3)	For additional information, see page 6.

(4)

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

(5)	Excludes the impact of the ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment of $8,264, $9,815, $9,813, $9,657 and $9,505 for the three months ended March 31, 2012, December 31, 2011, September 30, 2011, June 30, 2011 and March 31, 2011, respectively.

(6)	Excludes amortization of financing costs of $2,088, $2,223, $2,286, $2,084 and $2,048 for the three months ended March 31, 2012, December 31, 2011, September 30, 2011, June 30, 2011 and March 31, 2011, respectively.

(7)	Includes interest expense from discontinued operations of $222, $659, $660, $653 and $626 for the three months ended March 31, 2012, December 31, 2011, September 30, 2011, June 30, 2011 and March 31, 2011, respectively.

(8)	Includes capitalized interest of $11,201, $12,188, $13,004, $11,958 and $11,239 for the three months ended March 31, 2012, December 31, 2011, September 30, 2011, June 30, 2011 and March 31, 2011, respectively.

Boston Properties, Inc.

First Quarter 2012

CAPITAL STRUCTURE


*Consolidated Debt* *(in thousands)*
	Aggregate Principal March 31, 2012
Mortgage Notes Payable	$	2,926,125
Unsecured Line of Credit		—
Unsecured Senior Notes, at face value		3,875,000
Unsecured Exchangeable Senior Notes, at face value		1,197,500

Total Debt		7,998,625
Fair Value Adjustment on Mortgage Notes Payable		20,635
Discount on Unsecured Senior Notes		(9,631	)
Discount on Unsecured Exchangeable Senior Notes		(2,720	)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment (1)		(46,283	)

Total Consolidated Debt	$	7,960,626


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	$	1,919		$	5,923		$	689		$	389		$	542		$	98		$	10		$	61		$	9,631

Unsecured Senior Notes, net of discount	$	848,081		$	844,077		$	699,311		$	699,611		$	249,458		$	299,902		$	42,558		$	182,371		$	3,865,369


Boston Properties Limited Partnership Unsecured Exchangeable Senior Notes
Settlement Date							8/19/2008			4/6/2006															Total/Average
Original Principal Amount							$	747,500		$	450,000														$	1,197,500
Principal Amount at Quarter End							$	747,500		$	450,000														$	1,197,500
Yield (on issue date)								4.037	%		3.787	%														3.94	%
GAAP Yield								6.555	%		5.958	%														6.33	%
Coupon								3.625	%		3.750	%
Exchange Rate								8.5051			10.0066
Exchange Price							$	135.14	(2)	$	99.93
Diluted share impact for the current quarter								—			—															—
First Optional Redemption Date								N/A			5/18/2013
Maturity Date								2/15/2014			5/15/2036
Discount							$	2,720		$	—														$	2,720
ASC 470-20 (FSP APB 14-1) Adjustment (1)							$	35,548		$	10,735														$	46,283

Unsecured Senior Exchangeable Notes							$	709,232		$	439,265														$	1,148,497


*Equity*
*(in thousands)*
																			Shares/Units Outstanding as of 03/31/2012			Common Stock Equivalents			Equivalent Value (3)
Common Stock																				149,384			149,384	(4)	$	15,683,826
Common Operating Partnership Units																				18,219			18,219	(5)	$	1,912,813
Series Two Preferred Operating Partnership Units																				1,031			1,353		$	142,051

Total Equity																							168,956		$	17,738,690

Total Consolidated Debt																									$	7,960,626

Total Consolidated Market Capitalization																									$	25,699,316

BXP’s share of Joint Venture Debt																									$	1,436,587	(6)
Total Combined Debt (7)																									$	9,397,213

Total Combined Market Capitalization (8)																									$	27,135,903

(1)

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

(2)

The initial exchange rate is 8.5051 shares per $1,000 principal amount of the notes (or an initial exchange price of approximately $117.58 per share of Boston Properties, Inc.’s common stock). In addition, the Company entered into capped call transactions with affiliates of certain of the initial purchasers, which are intended to reduce the potential dilution upon future exchange of the notes. The capped call transactions are expected to have the effect of increasing the effective exchange price to the Company of the notes from $117.58 to approximately $137.17 per share (subject to adjustments), representing an overall effective premium of approximately 40% over the closing price on August 13, 2008 of $97.98 per share of Boston Properties, Inc.’s common stock. The net cost of the capped call transactions was approximately $44.4 million. As of March 31, 2012, the exchange price was $135.14 per share.

(3)	Values based on March 31, 2012 closing price of $104.99 per share of common stock.

(4)	Includes 82 shares of restricted stock.

(5)	Includes 1,691 long-term incentive plan units, but excludes 800 unvested outperformance plan units.

(6)	Excludes the Company’s share ($281,177) of partner loans made to unconsolidated joint ventures.

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

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

Boston Properties, Inc.

First Quarter 2012

DEBT ANALYSIS (1)

Debt Maturities and Principal Payments

as of March 31, 2012

(in thousands)


	2012			2013			2014			2015			2016			Thereafter			Total
Floating Rate Debt
Mortgage Notes Payable	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Unsecured Line of Credit		—			—			—			—			—			—			—

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

Fixed Rate Debt

Mortgage Notes Payable	$	75,638		$	103,209		$	87,757		$	26,182		$	397,629		$	2,235,710		$	2,926,125
Fair Value Adjustment		3,657			4,271			3,962			4,157			4,226			362			20,635

Mortgage Notes Payable		79,295			107,480			91,719			30,339			401,855			2,236,072			2,946,760

Unsecured Exchangeable Senior Notes, net of discount		—			450,000	(2)		744,780			—			—			—			1,194,780
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(20,793	)		(23,052	)		(2,438	)		—			—			—			(46,283	)

Unsecured Exchangeable Senior Notes		(20,793	)		426,948			742,342			—			—			—			1,148,497

Unsecured Senior Notes, net of discount		—			224,929			—			549,360			—			3,091,080			3,865,369

Total Fixed Debt	$	58,502		$	759,357		$	834,061		$	579,699		$	401,855		$	5,327,152		$	7,960,626

Total Consolidated Debt	$	58,502		$	759,357		$	834,061		$	579,699		$	401,855		$	5,327,152		$	7,960,626

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		5.51	%		6.08	%		6.46	%		5.48	%		6.84	%		5.00	%		5.38	%

Total GAAP Weighted Average Rate		5.51	%		6.08	%		6.46	%		5.48	%		6.84	%		5.00	%		5.38	%

Total Stated Weighted Average Rate		7.61	%		4.94	%		4.03	%		5.40	%		6.83	%		5.02	%		5.05	%

Unsecured Debt

Unsecured Line of Credit - Matures June 24, 2014

(in thousands)


	Facility		Outstanding at 3/31/2012			Letters of Credit			Remaining Capacity at 3/31/2012
		$ 750,000	$	—		$	13,929		$	736,071

*Unsecured and Secured Debt Analysis*
				Stated Weighted			GAAP Weighted			Weighted Average
	% of Total Debt		Average Rate			Average Rate			Maturity
Unsecured Debt		62.98%		4.69	%		5.34	%		5.7 years
Secured Debt		37.02%		5.67	%		5.46	%		5.9 years

Total Consolidated Debt		100.00%		5.05	%		5.38	%		5.8 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%		5.05	%		5.38	%		5.8 years

Total Consolidated Debt		100.00%		5.05	%		5.38	%		5.8 years

(1)

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

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

Boston Properties, Inc.

First Quarter 2012

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

as of March 31, 2012

(in thousands)


Property	2012			2013			2014			2015			2016			Thereafter			Total
599 Lexington Avenue	$	—		$	—		$	—		$	—		$	—		$	750,000		$	750,000
601 Lexington Avenue		—			2,747			11,321			11,870			12,447			686,615			725,000
John Hancock Tower and Garage		—			—			—			—			—			640,500			640,500	(2)
Embarcadero Center Four		3,649			5,131			5,452			5,794			348,886			—			368,912
505 9th Street		1,646			2,306			2,441			2,585			2,737			113,596			125,311
One Freedom Square		65,113			—			—			—			—			—			65,113	(2)(3)
New Dominion Technology Park, Building Two		—			—			63,000			—			—			—			63,000
140 Kendrick Street		864			47,889			—			—			—			—			48,753	(2)
New Dominion Technology Park, Building One		1,011			2,140			2,304			2,481			2,672			35,822			46,430
Kingstowne Two and Retail		1,232			1,730			1,837			1,950			29,277			—			36,026	(2)
Sumner Square		705			22,896			—			—			—			—			23,601
Kingstowne One		494			17,062			—			—			—			—			17,556	(2)
University Place		924			1,308			1,402			1,502			1,610			9,177			15,923

		75,638			103,209			87,757			26,182			397,629			2,235,710			2,926,125

Aggregate Fair Value Adjustments		3,657			4,271			3,962			4,157			4,226			362			20,635

		79,295			107,480			91,719			30,339			401,855			2,236,072			2,946,760

Unsecured Exchangeable Senior Notes, net of discount		—			450,000	(4)		744,780			—			—			—			1,194,780
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(20,793	)		(23,052	)		(2,438	)		—			—			—			(46,283	)

		(20,793	)		426,948			742,342			—			—			—			1,148,497

Unsecured Senior Notes, net of discount		—			224,929			—			549,360			—			3,091,080			3,865,369
Unsecured Line of Credit		—			—			—			—			—			—			—	(5)

	$	58,502		$	759,357		$	834,061		$	579,699		$	401,855		$	5,327,152		$	7,960,626

% of Total Consolidated Debt		0.73	%		9.54	%		10.48	%		7.28	%		5.05	%		66.92	%		100.00	%
Balloon Payments		64,706		$	761,181		$	807,780		$	549,360		$	372,532		$	5,226,326		$	7,781,885
Scheduled Amortization	$	14,589		$	21,228		$	28,719		$	30,339		$	29,323		$	100,826		$	225,024

(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)	This mortgage loan was repaid on April 2, 2012.

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

(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.

First Quarter 2012

Senior Unsecured Debt Covenant Compliance Ratios

(in thousands)

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

This section presents such ratios as of March 31, 2012 to show that the Company’s Operating Partnership was in compliance with the terms of the indenture, as amended, which has been filed with the SEC. This section also presents certain other indenture-related data which we believe assists investors in the Company’s unsecured debt securities. Management is not presenting these ratios and the related calculations for any other purpose or for any other period, and is not intending for these measures to otherwise provide information to investors about the Company’s financial condition or results of operations. Investors should not rely on these measures other than for purposes of testing our compliance with the indenture.


	Senior Notes Issued Prior to October 9, 2009			Senior Notes Issued On or After October 9, 2009
	March 31, 2012
Total Assets:
Capitalized Property Value (1)	$	18,148,196		$	18,557,569
Cash and Cash Equivalents		591,196			591,196
Investments in Marketable Securities		11,193			11,193
Undeveloped Land, at Cost (including Joint Venture %)		283,930			283,930
Development in Process, at Cost (including Joint Venture %)		1,259,336			1,259,336

Total Assets	$	20,293,851		$	20,703,224

Unencumbered Assets	$	13,181,908		$	13,441,713

Secured Debt (Fixed and Variable)(2)	$	2,926,125		$	2,926,125
Joint Venture Debt		1,436,587			1,436,587
Contingent Liabilities & Letters of Credit		16,303			16,303
Unsecured Debt (3)		5,072,500			5,072,500

Total Outstanding Debt	$	9,451,515		$	9,451,515

Consolidated EBITDA:
Income from Continuing Operations (per Consolidated Income Statement)	$	56,359		$	56,359
Subtract: Income from unconsolidated joint ventures (per Consolidated Income Statement)		(11,721	)		(11,721	)
Subtract: Gains from Investments in Securities (per Consolidated Income Statement)		(801	)		(801	)
Subtract: Gains from early extinguishment of debt (per Consolidated Income Statement)		(767	)		(767	)
Add: Interest Expense (per Consolidated Income Statement)		103,237			103,237
Add: Depreciation and Amortization (per Consolidated Income Statement)		109,673			109,673

EBITDA		255,980			255,980
Add: Company share of unconsolidated joint venture EBITDA		55,883			55,883

Consolidated EBITDA	$	311,863		$	311,863

Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)	$	103,237		$	103,237
Add: Company share of unconsolidated joint venture interest expense		21,953			21,953
Less: Amortization of financing costs		(2,088	)		(2,088	)
Less: Interest expense funded by construction loan draws		—			—

Adjusted Interest Expense	$	123,102		$	123,102


Covenant Ratios and Related Data	Test	Actual			Actual
Total Outstanding Debt/Total Assets	Less than 60%		46.6	%		45.7	%
Secured Debt/Total Assets	Less than 50%		21.5	%		21.1	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50x		2.53			2.53
Unencumbered Assets/ Unsecured Debt	Greater than 150%		259.9	%		265.0	%

Unencumbered Consolidated EBITDA		$	205,346		$	205,346

Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)			2.89			2.89

% of Unencumbered Consolidated EBITDA to Consolidated EBITDA			65.8	%		65.8	%

# of unencumbered properties			122			122

(1)

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

(2)	Excludes aggregate fair value adjustment of $20,635.

(3)	Excludes aggregate debt discount of $12,351 and ASC 470-20 (formerly known as FSP APB 14-1) adjustment of $46,283.

Boston Properties, Inc.

First Quarter 2012

UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS (*)

Debt Maturities and Principal Payments by Property

(in thousands)


Property	2012			2013			2014			2015			2016			Thereafter			Total
General Motors Building (60%)	$	—		$	—		$	—		$	—		$	—		$	963,600		$	963,600	(1)(2)
125 West 55th Street (60%)		1,254			1,763			1,874			1,991			2,116			112,245			121,243
Metropolitan Square (51%)		—			662			1,187			1,257			1,332			84,812			89,250
540 Madison Avenue (60%)		180			70,920			—			—			—			—			71,100	(2)
Market Square North (50%)		—			161			993			1,042			1,094			61,710			65,000
901 New York Avenue (25%)		560			782			823			37,590			—			—			39,755
Annapolis Junction - Lot 4 (50%)		210			279			279			279			279			19,799			21,125	(3)
500 North Capitol (30%)		—			—			14,828			—			—			—			14,828	(4)
Annapolis Junction - Lot 6 (50%)		—			4,856			—			—			—			—			4,856	(4)

		2,204			79,423			19,984			42,159			4,821			1,242,166			1,390,757

Aggregate Fair Value Adjustments		5,372			7,186			7,087			7,612			8,177			6,529			41,962

	$	7,576		$	86,609		$	27,071		$	49,771		$	12,998		$	1,248,695		$	1,432,719

GAAP Weighted Average Rate		5.57	%		6.15	%		3.33	%		5.29	%		5.55	%		6.39	%		6.29	%
% of Total Debt		0.53	%		6.05	%		1.89	%		3.47	%		0.91	%		87.16	%		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		2.93	%		1.96	%		2.37	%		4.2 years
Fixed Rate Debt		97.07	%		5.85	%		6.41	%		5.7 years

Total Debt		100.00	%		5.73	%		6.29	%		5.7 years

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

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

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

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

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

Boston Properties, Inc.

First Quarter 2012

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of March 31, 2012


	General Motors Building			125 West 55th Street			Two Grand Central Tower (1)			540 Madison Avenue			Market Square North			Metropolitan Square			901 New York Avenue			Wisconsin Place (2)			Annapolis Junction (3)			Eighth Avenue and 46th Street (4)			500 North Capitol Street (4)			Subtotal		Value- Added Fund (5)(6)			Total Unconsolidated Joint Ventures
Investment (7)	$	654,035	(8)	$	115,869		$	3,366		$	69,423		$	(11,957	)	$	11,101		$	(1,538	)	$	50,657		$	17,022		$	10,335		$	1,681		$	919,994	$	28,560		$	948,554
Note Receivable		270,000	(8)		—			—			—			—			—			—			—			—			—			—			270,000		11,177	(9)		281,177

Net Equity (7)	$	384,035		$	115,869		$	3,366		$	69,423		$	(11,957	)	$	11,101		$	(1,538	)	$	50,657		$	17,022		$	10,335		$	1,681		$	649,994	$	17,383		$	667,377

Mortgage/Construction loans payable (7) (10)	$	963,600		$	121,243		$	—		$	71,100		$	65,000		$	89,250		$	39,755		$	—		$	25,981		$	—		$	14,828		$	1,390,757	$	45,830		$	1,436,587

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

Results of Operations

(unaudited and in thousands)

for the three months ended March 31, 2012


	General Motors Building			125 West 55th Street		Two Grand Central Tower (1)			540 Madison Avenue		Market Square North		Metropolitan Square		901 New York Avenue			Wisconsin Place (2)			Annapolis Junction (3)			Eighth Avenue and 46th Street (4)			500 North Capitol Street (4)			Subtotal		Value- Added Fund (5)(6)			Total Unconsolidated Joint Ventures
REVENUE
Rental	$	59,357		$	9,796	$	6		$	7,027	$	5,514	$	8,756	$	8,696		$	1,078		$	4,228		$	—		$	(6	)	$	104,452	$	4,481		$	108,933
Straight-line rent		2,213			1,615		—			27		81		39		(159	)		—			(11	)		—			—			3,805		511			4,316
Fair value lease revenue		22,487			969		—			1,639		—		—		—			—			—			—			—			25,095		204			25,299
Termination Income		—			177		—			375		—		—		—			—			—			—			—			552		—			552

Total revenue		84,057			12,557		6			9,068		5,595		8,795		8,537			1,078			4,217			—			(6	)		133,904		5,196			139,100

EXPENSES
Operating		20,532			3,469		(1	)		2,846		2,302		3,202		2,944			703			1,298			61			—			37,356		1,536			38,892

NET OPERATING INCOME		63,525			9,088		7			6,222		3,293		5,593		5,593			375			2,919			(61	)		(6	)		96,548		3,660			100,208
Interest		26,337			3,113		—			1,928		1,597		2,541		2,092			—			191			—			—			37,799		1,089			38,888
Interest other - partner loans		16,474			—		—			—		—		—		—			—			—			—			—			16,474		—			16,474
Depreciation and amortization		26,621			4,180		—			2,646		805		1,858		1,383			1,375			1,179			—			—			40,047		1,852			41,899

SUBTOTAL		69,432			7,293		—			4,574		2,402		4,399		3,475			1,375			1,370			—			—			94,320		2,941			97,261
Loss on sale of real estate		—			—		—			—																					—					—

NET INCOME/(LOSS)	$	(5,907	)	$	1,795	$	7		$	1,648	$	891	$	1,194	$	2,118		$	(1,000	)	$	1,549		$	(61	)	$	(6	)	$	2,228	$	719		$	2,947

BXP’s share of net income/(loss)	$	(3,544	)	$	1,077	$	4		$	989	$	446	$	609	$	1,130	(11)	$	(335	)	$	730	(11)	$	(30	)	$	(2	)	$	1,073	$	282	(6)(12)	$	1,355
Basis differential (11)		—			295		—			96		—		—		—			—			—			—			—			391		91	(6)		481
Gain on sale of investment		—			—		—			—		—		—		—			—			—			—			—			—		—			—
Elimination of inter-entity interest on partner loan		9,884			—		—			—		—		—		—			—			—			—			—			9,884		—			9,884

Income/(loss) from unconsolidated joint ventures	$	6,340		$	1,372	$	4		$	1,085	$	446	$	609	$	1,130		$	(335	)	$	730		$	(30	)	$	(2	)	$	11,348	$	373	(6)	$	11,721
Gain on sale of investment		—			—		—			—		—		—		—			—			—			—			—			—		—			—
BXP’s share of depreciation & amortization		15,972			2,124		—			1,320		403		947		703	(11)		460			590	(11)		—			—			22,519		602	(6)(11)		23,121

BXP’s share of Funds from Operations (FFO)	$	22,312		$	3,496	$	4		$	2,405	$	849	$	1,556	$	1,833		$	125		$	1,320		$	(30	)	$	(2	)	$	33,867	$	975	(6)	$	34,842

BXP’s share of net operating income/(loss)	$	38,115		$	5,364	$	4		$	3,562	$	1,647	$	2,852	$	1,398		$	125		$	1,460		$	(31	)	$	(2	)	$	54,495	$	1,388	(6)	$	55,883

(1)	The property was sold on October 25, 2011. The joint venture’s remaining investment in this entity consists of cash.

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

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

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

(5)

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

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

(7)	Represents the Company’s share.

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

(9)	Represents 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.

(10)	Excludes fair value adjustments.

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

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

Boston Properties, Inc.

First Quarter 2012

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

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

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

Property Information


Property Name	Number of Buildings		Square Feet		Leased %			Annualized Revenue per leased SF (1)		Mortgage Notes Payable (2)
300 Billerica Road, Chelmsford, MA		1		110,882		100.0	%	$	9.04	$	1,875	(3)
Mountain View Research Park, Mountain View, CA		16		600,449		75.4	%		30.66		36,051	(4)
Mountain View Technology Park, Mountain View, CA		7		135,279		94.0	%		23.09		7,904	(5)

Total		24		846,610		81.6	%	$	25.80	$	45,830

Results of Operations

(unaudited and in thousands)

for the three months ended March 31, 2012


	Value-Added Fund
REVENUE
Rental	$	4,481
Straight-line rent		511
Fair value lease revenue		204

Total revenue		5,196

EXPENSES
Operating		1,536

SUBTOTAL		3,660
Interest		1,089
Depreciation and amortization		1,852

SUBTOTAL		2,941

NET INCOME	$	719

BXP’s share of net income	$	282
Basis differential (6)		91

Income from Value-Added Fund	$	373
BXP’s share of depreciation & amortization		602

BXP’s share of Funds from Operations (FFO)	$	975

The Company’s Equity in the Value-Added Fund	$	17,383

(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 2.00% and matures on May 31, 2014. In conjunction with the mortgage loan, the Company agreed to lend up to $12.0 million to the Value-Added Fund, of which approximately $7.6 million is outstanding through March 31, 2012. The loan from the Company bears interest at a fixed rate of 10.0% per annum and matures on May 31, 2014. The loan from the Company is included in the Company’s investment in the Value-Added Fund. See page 17.

(5)

The mortgage bears interest at a variable rate of LIBOR plus 2.50% and matures on November 22, 2014. In conjunction with the mortgage loan modification, the Company agreed to lend up to $6.0 million to the Value-Added Fund, of which approximately $3.6 million is outstanding through March 31, 2012. The loan from the Company bears interest at a fixed rate of 10.0% per annum and matures on November 22, 2014. The loan from the Company is included in the Company’s investment in the Value-Added Fund. See page 17.

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

Boston Properties, Inc.

First Quarter 2012

PORTFOLIO OVERVIEW

Rentable Square Footage and Percentage of Portfolio Net Operating Income of In-Service Properties by Location and Type of Property for the Quarter Ended March 31, 2012 (1) (2)


Geographic Area	Square Feet Office (3)			% of NOI Office (4)			Square Feet Office/ Technical			% of NOI Office/ Technical (4)			Square Feet Total (3)			Square Feet % of Total			% of NOI Residential (4)			% of NOI Hotel (4)			% of NOI Total (4)
Boston		13,245,427			25.3	%		770,414			1.7	%		14,015,841			35.3	%		0.2	%		0.2	%		27.4	%
New York		8,315,634	(5)		38.5	%		—			—			8,315,634	(5)		20.9	%		—			—			38.5	%
Princeton		2,457,992			2.3	%		—			—			2,457,992			6.2	%		—			—			2.3	%
San Francisco		5,122,263			9.8	%		29,620			0.0	%		5,151,883			13.0	%		—			—			9.8	%
Washington, DC		9,037,236	(6)		20.7	%		756,325			0.9	%		9,793,561	(6)		24.6	%		0.4	%		—			22.0	%

		38,178,552			96.6	%		1,556,359			2.6	%		39,734,911			100.0	%		0.6	%		0.2	%		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		21.1	%		6.3	%		27.4	%
New York		38.5	%		—			38.5	%
Princeton		—			2.3	%		2.3	%
San Francisco		8.0	%		1.8	%		9.8	%
Washington, DC		10.0	%		12.0	%		22.0	%

Total		77.6	%		22.4	%		100.0	%


*Structured Parking*
				Number of Spaces			Square Feet
Total Structured Parking					44,703			15,154,232


*Hotel Properties*


Hotel Properties	Number of Rooms		Square Feet (7)
Cambridge Center Marriott, Cambridge, MA		433		334,660

Total Hotel Properties		433		334,660


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

Total Residential Properties		421		409,879

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

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

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

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

(5)	Includes 1,815,068 square feet at the General Motors Building, 582,966 square feet at 125 West 55th Street and 289,310 square feet at 540 Madison Avenue, each of which is 60% owned by the Company.

(6)

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

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

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

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

Boston Properties, Inc.

First Quarter 2012

In-Service Property Listing

as of March 31, 2012


		Sub Market	Number of Buildings	Square Feet		Leased %			Annualized Revenue Per Leased SF (1)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)
Boston Office
	John Hancock Tower	CBD Boston MA	1		1,721,601		97.4	%	$	52.02	Y	CBD
(2)	100 Federal Street	CBD Boston MA	1		1,264,421		93.7	%		46.49	N	CBD
	800 Boylston Street - The Prudential Center	CBD Boston MA	1		1,228,651		98.0	%		49.54	N	CBD
	111 Huntington Avenue - The Prudential Center	CBD Boston MA	1		857,975		99.1	%		56.67	N	CBD
(2)	Atlantic Wharf Office	CBD Boston MA	1		797,877		88.8	%		57.30	N	CBD
	101 Huntington Avenue - The Prudential Center	CBD Boston MA	1		505,389		100.0	%		41.00	N	CBD
	The Shops at the Prudential Center	CBD Boston MA	1		504,021		98.3	%		71.61	N	CBD
	Shaws Supermarket at the Prudential Center	CBD Boston MA	1		57,235		100.0	%		49.57	N	CBD
	One Cambridge Center	East Cambridge MA	1		215,819		73.1	%		45.79	N	CBD
	Three Cambridge Center	East Cambridge MA	1		109,358		100.0	%		34.33	N	CBD
	Four Cambridge Center	East Cambridge MA	1		199,131		57.5	%		43.12	N	CBD
	Five Cambridge Center	East Cambridge MA	1		240,480		100.0	%		48.98	N	CBD
	Eight Cambridge Center	East Cambridge MA	1		177,226		100.0	%		41.38	N	CBD
	Ten Cambridge Center	East Cambridge MA	1		152,664		100.0	%		44.40	N	CBD
	Eleven Cambridge Center	East Cambridge MA	1		79,616		86.3	%		54.07	N	CBD
	University Place	Mid-Cambridge MA	1		195,282		100.0	%		40.38	Y	CBD
(2)	Bay Colony Corporate Center	Route 128 Mass Turnpike MA	4		985,334		61.6	%		32.11	N	S
	Reservoir Place	Route 128 Mass Turnpike MA	1		526,080		77.6	%		32.62	N	S
	Reservoir Place North	Route 128 Mass Turnpike MA	1		73,258		100.0	%		28.59	N	S
	140 Kendrick Street	Route 128 Mass Turnpike MA	3		380,987		100.0	%		30.42	Y	S
	230 CityPoint	Route 128 Mass Turnpike MA	1		301,373		96.3	%		34.60	N	S
	77 CityPoint	Route 128 Mass Turnpike MA	1		209,707		100.0	%		42.77	N	S
	195 West Street	Route 128 Mass Turnpike MA	1		63,500		100.0	%		37.76	N	S
	200 West Street	Route 128 Mass Turnpike MA	1		256,245		78.7	%		35.25	N	S
	Weston Corporate Center	Route 128 Mass Turnpike MA	1		356,995		100.0	%		46.85	N	S
	Waltham Weston Corporate Center	Route 128 Mass Turnpike MA	1		306,687		75.5	%		31.21	N	S
	10 & 20 Burlington Mall Road	Route 128 Northwest MA	2		152,097		83.9	%		24.98	N	S
	Bedford Business Park	Route 128 Northwest MA	1		92,207		100.0	%		28.41	N	S
	32 Hartwell Avenue	Route 128 Northwest MA	1		69,154		100.0	%		26.18	N	S
	91 Hartwell Avenue	Route 128 Northwest MA	1		121,425		60.4	%		26.78	N	S
	92 Hayden Avenue	Route 128 Northwest MA	1		31,100		100.0	%		36.06	N	S
	100 Hayden Avenue	Route 128 Northwest MA	1		55,924		100.0	%		35.90	N	S
	33 Hayden Avenue	Route 128 Northwest MA	1		80,128		43.7	%		37.25	N	S
	Lexington Office Park	Route 128 Northwest MA	2		166,745		82.2	%		27.61	N	S
	191 Spring Street	Route 128 Northwest MA	1		158,900		100.0	%		32.12	N	S
	181 Spring Street	Route 128 Northwest MA	1		55,792		100.0	%		30.59	N	S
	201 Spring Street	Route 128 Northwest MA	1		106,300		100.0	%		33.84	N	S
	40 Shattuck Road	Route 128 Northwest MA	1		121,216		72.8	%		21.28	N	S
	Quorum Office Park	Route 128 Northwest MA	2		267,527		82.5	%		16.39	N	S

			47		13,245,427		90.4	%	$	44.72

	Office/Technical
	Seven Cambridge Center	East Cambridge MA	1		231,028		100.0	%	$	86.83	N	CBD
	Fourteen Cambridge Center	East Cambridge MA	1		67,362		100.0	%		24.78	N	CBD
	Bedford Business Park	Route 128 Northwest MA	2		377,884		87.3	%		21.04	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	%	$	44.25

	Total Boston:		53		14,015,841		90.1	%	$	44.70

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

(2)	Not included in Same Property analysis.

Boston Properties, Inc.

First Quarter 2012

In-Service Property Listing (continued)

as of March 31, 2012


	Sub Market	Number of Buildings		Square Feet		Leased %			Annualized Revenue Per Leased SF (1)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)
New York
Office
599 Lexington Avenue	Park Avenue NY		1		1,045,128		97.4	%	$	81.29	Y	CBD
601 Lexington Avenue	Park Avenue NY		1		1,629,868		98.0	%		86.41	Y	CBD
399 Park Avenue	Park Avenue NY		1		1,707,476		98.9	%		81.58	N	CBD
Times Square Tower	Times Square NY		1		1,245,818		98.7	%		72.90	N	CBD
General Motors Building (60% ownership)	Plaza District NY		1		1,815,068		96.6	%		127.24	Y	CBD
540 Madison Avenue (60% ownership)	Fifth/Madison Avenue NY		1		289,310		95.7	%		101.07	Y	CBD
125 West 55th Street (60% ownership)	Sixth/Rock Center NY		1		582,966		96.1	%		68.94	Y	CBD

Total New York			7		8,315,634		97.7	%	$	90.85

Princeton
Office
101 Carnegie Center	Princeton NJ		1		123,659		87.7	%	$	29.68	N	S
104 Carnegie Center	Princeton NJ		1		102,886		85.0	%		32.37	N	S
105 Carnegie Center	Princeton NJ		1		69,955		55.3	%		28.33	N	S
201 Carnegie Center	Princeton NJ		—		6,500		100.0	%		31.03	N	S
202 Carnegie Center	Princeton NJ		1		130,582		93.4	%		34.20	N	S
206 Carnegie Center	Princeton NJ		1		161,763		100.0	%		34.16	N	S
210 Carnegie Center	Princeton NJ		1		162,372		94.4	%		37.87	N	S
211 Carnegie Center	Princeton NJ		1		47,025		100.0	%		32.51	N	S
212 Carnegie Center	Princeton NJ		1		150,395		56.7	%		35.12	N	S
214 Carnegie Center	Princeton NJ		1		150,774		62.5	%		31.17	N	S
302 Carnegie Center	Princeton NJ		1		64,926		65.1	%		31.64	N	S
502 Carnegie Center	Princeton NJ		1		122,460		80.6	%		35.13	N	S
504 Carnegie Center	Princeton NJ		1		121,990		100.0	%		30.77	N	S
506 Carnegie Center	Princeton NJ		1		145,213		74.8	%		31.88	N	S
508 Carnegie Center	Princeton NJ		1		128,684		23.7	%		32.34	N	S
510 Carnegie Center	Princeton NJ		1		234,160		100.0	%		30.23	N	S
701 Carnegie Center	Princeton NJ		1		120,000		100.0	%		36.54	N	S

			16		2,043,344		81.3	%	$	32.98

One Tower Center	East Brunswick NJ		1		414,648		47.2	%	$	31.12	N	S

			1		414,648		47.2	%	$	31.12

Total Princeton:			17		2,457,992		75.5	%	$	32.79

San Francisco
Office
Embarcadero Center One	CBD San Francisco CA		1		833,723		93.8	%	$	46.02	N	CBD
Embarcadero Center Two	CBD San Francisco CA		1		779,768		98.3	%		51.51	N	CBD
Embarcadero Center Three	CBD San Francisco CA		1		775,086		98.7	%		43.66	N	CBD
Embarcadero Center Four	CBD San Francisco CA		1		936,721		80.4	%		54.21	Y	CBD

			4		3,325,298		92.2	%	$	48.78

611 Gateway	South San Francisco CA		1		257,664		81.0	%	$	33.99	N	S
601 and 651 Gateway	South San Francisco CA		2		506,224		95.8	%		33.95	N	S
303 Almaden	San Jose CA		1		158,499		91.5	%		36.86	N	CBD
(2) North First Business Park	San Jose CA		5		190,636		75.8	%		14.72	N	S
3200 Zanker Road	San Jose CA		4		543,900		49.9	%		14.70	N	S
(3) 2440 West El Camino Real	Mountain View CA		1		140,042		100.0	%		45.71	N	S

			14		1,796,965		77.6	%	$	29.70

Office/Technical
(3) 453 Ravendale Avenue	Mountain View CA		1		29,620		100.0	%	$	16.95	N	S

			1		29,620		100.0	%	$	16.95

	Total San Francisco:		19		5,151,883		87.2	%	$	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.

First Quarter 2012

In-Service Property Listing (continued)

as of March 31, 2012


	Sub Market	Number of Buildings		Square Feet		Leased %			Annualized Revenue Per Leased SF (1)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)
Washington, DC
Office
Capital Gallery	Southwest Washington DC		1		627,985		96.6	%	$	51.24	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	%		53.62	Y	CBD
1301 New York Avenue	East End Washington DC		1		188,357		100.0	%		46.70	N	CBD
Market Square North (50% ownership)	East End Washington DC		1		408,965		83.9	%		59.48	Y	CBD
505 9th Street, N.W. (50% ownership)	East End Washington DC		1		321,943		100.0	%		66.54	Y	CBD
901 New York Avenue (25% ownership)	East End Washington DC		1		539,229		99.8	%		61.66	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		94.5	%		69.54	N	CBD
1333 New Hampshire Avenue	CBD Washington DC		1		315,371		98.5	%		50.35	N	CBD
1330 Connecticut Avenue	CBD Washington DC		1		252,136		100.0	%		58.13	N	CBD
Sumner Square	CBD Washington DC		1		208,892		100.0	%		45.77	Y	CBD
Annapolis Junction (50% ownership)	Anne Arundel County MD		1		117,599		100.0	%		143.98	Y	S
One Preserve Parkway	Montgomery County MD		1		183,734		83.9	%		35.92	N	S
2600 Tower Oaks Boulevard	Montgomery County MD		1		178,865		66.5	%		36.06	N	S
Wisconsin Place Office	Montgomery County MD		1		299,186		99.0	%		48.93	N	S
Democracy Tower	Fairfax County VA		1		235,436		100.0	%		50.93	N	S
Kingstowne One	Fairfax County VA		1		151,195		83.5	%		37.74	Y	S
Kingstowne Two	Fairfax County VA		1		156,251		98.2	%		39.41	Y	S
Kingstowne Retail	Fairfax County VA		1		88,288		100.0	%		33.05	Y	S
One Freedom Square	Fairfax County VA		1		430,793		87.6	%		42.99	Y	S
Two Freedom Square	Fairfax County VA		1		421,142		96.7	%		44.07	N	S
One Reston Overlook	Fairfax County VA		1		319,439		99.1	%		33.23	N	S
Two Reston Overlook	Fairfax County VA		1		134,615		100.0	%		31.52	N	S
One and Two Discovery Square	Fairfax County VA		2		366,990		100.0	%		40.59	N	S
New Dominion Technology Park - Building One	Fairfax County VA		1		235,201		100.0	%		33.40	Y	S
New Dominion Technology Park - Building Two	Fairfax County VA		1		257,400		100.0	%		39.07	Y	S
Reston Corporate Center	Fairfax County VA		2		261,046		100.0	%		36.36	N	S
South of Market	Fairfax County VA		3		647,670		100.0	%		48.18	N	S
12290 Sunrise Valley	Fairfax County VA		1		182,424		100.0	%		37.00	N	S

			34		9,037,236		96.6	%	$	49.18

Office/Technical
(2) 6601 Springfield Center Drive	Fairfax County VA		1		26,388		100.0	%	$	10.81	N	S
7435 Boston Boulevard	Fairfax County VA		1		103,557		100.0	%		20.62	N	S
7451 Boston Boulevard	Fairfax County VA		1		47,001		100.0	%		23.43	N	S
7450 Boston Boulevard	Fairfax County VA		1		62,402		100.0	%		20.48	N	S
7374 Boston Boulevard	Fairfax County VA		1		57,321		100.0	%		16.00	N	S
8000 Grainger Court	Fairfax County VA		1		88,775		100.0	%		20.31	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	%		20.66	N	S
8000 Corporate Court	Fairfax County VA		1		52,539		100.0	%		20.55	N	S
7300 Boston Boulevard	Fairfax County VA		1		32,000		100.0	%		29.08	N	S

			12		756,325		100.0	%	$	19.54

	Total Washington, DC:		46		9,793,561		96.8	%	$	46.81

	Total In-Service Properties:		142		39,734,911		92.1	%	$	54.64

(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.

First Quarter 2012

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION

TOP 20 TENANTS BY SQUARE FEET LEASED


	Tenant	Sq. Ft.			% of Portfolio
1	US Government		1,913,876	(1)		4.81	%
2	Citibank		1,066,624	(2)		2.68	%
3	Bank of America		886,381	(3)		2.23	%
4	Wellington Management		707,568			1.78	%
5	Kirkland & Ellis		639,683	(4)		1.61	%
6	Biogen Idec		592,885			1.49	%
7	Genentech		568,097			1.43	%
8	Ropes & Gray		528,931			1.33	%
9	O’Melveny & Myers		511,659			1.29	%
10	Lockheed Martin		499,342			1.26	%
11	Weil Gotshal Manges		490,065	(5)		1.23	%
12	Shearman & Sterling		472,808			1.19	%
13	Manufacturers Investment (Manulife)		469,050			1.18	%
14	Microsoft		411,024			1.03	%
15	State Street Bank and Trust		408,552			1.03	%
16	Parametric Technology		380,987			0.96	%
17	Finnegan Henderson Farabow		362,405	(6)		0.91	%
18	Ann (fka Ann Taylor Corp.)		357,276			0.90	%
19	Mass Financial Services		301,668			0.76	%
20	Bingham McCutchen		301,385			0.76	%

	Total % of Portfolio Square Feet					29.84	%
	Total % of Portfolio Revenue					31.68	%

Notable Signed Deals (7)

Tenant

Property

Sq. Ft.

Defense Intelligence Agency (US Government)

12300 & 12310 Sunrise Valley

523,000

Biogen Idec

17 Cambridge Center

195,000

Morrison & Foerster

250 West 55th Street

184,000

McDermott Will & Emery

500 North Capitol

)

173,000

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

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

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

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

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

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

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

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

TENANT DIVERSIFICATION (GROSS RENT) *

LOGO

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

Boston Properties, Inc.

First Quarter 2012

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
2012		1,438,824	$	75,787,632	$	52.67	$	75,826,724	$	52.70		3.96	%
2013		1,754,488		77,029,457		43.90		77,710,642		44.29		4.82	%
2014		3,617,316		153,910,385		42.55		164,695,831		45.53		9.94	%
2015		3,042,865		151,761,633		49.87		160,459,164		52.73		8.37	%
2016		3,253,590		164,090,846		50.43		169,394,478		52.06		8.94	%
2017		3,576,482		225,993,411		63.19		240,024,090		67.11		9.83	%
2018		915,571		63,370,200		69.21		68,432,704		74.74		2.52	%
2019		3,056,616		175,026,985		57.26		189,306,282		61.93		8.40	%
2020		3,092,263		186,793,442		60.41		205,311,119		66.40		8.50	%
2021		2,305,318		127,374,663		55.25		155,330,773		67.38		6.34	%
Thereafter		7,272,058		418,915,960		57.61		496,469,043		68.27		19.99	%

Occupancy By Location (5)


	CBD						Suburban						Total
Location	31-Mar-12			31-Mar-11			31-Mar-12			31-Mar-11			31-Mar-12			31-Mar-11
Boston		95.1	%		94.3	%		82.5	%		82.2	%		90.4	%		88.9	%
New York		97.7	%		96.7	%		n/a			n/a			97.7	%		96.7	%
Princeton		n/a			n/a			75.5	%		79.9	%		75.5	%		79.9	%
San Francisco		92.2	%		92.4	%		76.3	%		78.2	%		87.1	%		88.1	%
Washington, DC		97.3	%		97.9	%		95.9	%		94.6	%		96.6	%		96.0	%

Total Portfolio		96.0	%		95.6	%		85.1	%		86.0	%		92.1	%		91.9	%

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

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

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

(4)	Includes 132,801 square feet of leased premises in properties under development.

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

Boston Properties, Inc.

First Quarter 2012

IN-SERVICE OFFICE/TECHNICAL PROPERTIES

Lease Expirations (1) (2) (3)


Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Current Annualized Revenues Under Expiring Leases p.s.f.		Annualized Revenues Under Expiring Leases with future step-ups		Annualized Revenues Under Expiring Leases with future step-ups -p.s.f.		Percentage of Total Square Feet
2012		214,345	$	3,671,796	$	17.13	$	3,698,583	$	17.26		13.77	%
2013		12,399		245,277		19.78		247,377		19.95		0.80	%
2014		302,782		6,114,359		20.19		6,246,372		20.63		19.45	%
2015		174,624		4,164,352		23.85		4,231,036		24.23		11.22	%
2016		275,223		20,790,395		75.54		20,952,796		76.13		17.68	%
2017		—		—		—		—		—		0.00	%
2018		—		—		—		—		—		0.00	%
2019		—		—		—		—		—		0.00	%
2020		263,457		5,248,869		19.92		5,248,869		19.92		16.93	%
2021		57,321		917,136		16.00		917,136		16.00		3.68	%
Thereafter		130,000		2,559,644		19.69		2,819,644		21.69		8.35	%

Occupancy By Location


	CBD						Suburban						Total
Location	31-Mar-12			31-Mar-11			31-Mar-12			31-Mar-11			31-Mar-12			31-Mar-11
Boston		100.0	%		100.0	%		76.2	%		61.9	%		85.4	%		75.5	%
New York		n/a			n/a			n/a			n/a			n/a			n/a
Princeton		n/a			n/a			n/a			n/a			n/a			n/a
San Francisco		n/a			n/a			100.0	%		n/a			100.0	%		n/a
Washington, DC		n/a			n/a			100.0	%		100.0	%		100.0	%		100.0	%

Total Portfolio		100.0	%		100.0	%		91.1	%		84.2	%		92.8	%		87.2	%

(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.

Boston Properties, Inc.

First Quarter 2012

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
2012		66,894	$	3,477,433	$	51.98	$	3,465,656	$	51.81		3.71	%
2013		86,682		7,502,431		86.55		7,595,069		87.62		4.81	%
2014		59,329		5,682,390		95.78		5,788,132		97.56		3.29	%
2015		105,893		12,908,042		121.90		13,792,848		130.25		5.87	%
2016		178,811		26,283,485		146.99		27,450,080		153.51		9.91	%
2017		163,483		22,279,270		136.28		22,794,727		139.43		9.06	%
2018		234,912		10,817,612		46.05		11,301,838		48.11		13.02	%
2019		55,478		4,240,850		76.44		4,683,174		84.41		3.08	%
2020		128,692		5,374,808		41.76		8,065,479		62.67		7.13	%
2021		115,835		6,446,094		55.65		7,987,521		68.96		6.42	%
Thereafter		607,847		36,741,175		60.44		46,417,809		76.36		33.70	%

(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 11,177 square feet of leased premises in properties under development.

Boston Properties, Inc.

First Quarter 2012

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
2012		1,720,063	$	82,936,861	$	48.22	$	82,990,962	$	48.25		4.33	%
2013		1,853,569		84,777,165		45.74		85,553,088		46.16		4.66	%
2014		3,979,427		165,707,135		41.64		176,730,335		44.41		10.01	%
2015		3,323,382		168,834,027		50.80		178,483,047		53.71		8.36	%
2016		3,707,624		211,164,726		56.95		217,797,354		58.74		9.33	%
2017		3,739,965		248,272,682		66.38		262,818,817		70.27		9.41	%
2018		1,150,483		74,187,811		64.48		79,734,542		69.31		2.90	%
2019		3,112,094		179,267,835		57.60		193,989,456		62.33		7.83	%
2020		3,484,412		197,417,119		56.66		218,625,467		62.74		8.77	%
2021		2,478,474		134,737,892		54.36		164,235,430		66.26		6.24	%
Thereafter		8,009,905		458,216,780		57.21		545,706,497		68.13		20.16	%

Occupancy By Location


	CBD						Suburban						Total
Location	31-Mar-12			31-Mar-11			31-Mar-12			31-Mar-11			31-Mar-12			31-Mar-11
Boston		95.3	%		94.6	%		82.0	%		80.3	%		90.1	%		88.0	%
New York		97.7	%		96.7	%		n/a			n/a			97.7	%		96.7	%
Princeton		n/a			n/a			75.5	%		79.9	%		75.5	%		79.9	%
San Francisco		92.2	%		92.4	%		76.7	%		78.2	%		87.2	%		88.1	%
Washington, DC		97.3	%		97.9	%		96.5	%		95.2	%		96.8	%		96.3	%

Total Portfolio		96.0	%		95.6	%		85.6	%		85.8	%		92.1	%		91.7	%

(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 143,978 square feet of leased premises in properties under development.

Boston Properties, Inc.

First Quarter 2012

IN-SERVICE BOSTON REGION PROPERTIES

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


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



2012		475,962	$	18,365,911	$	38.59	$	18,415,060	$	38.69			30,000	$	457,500	$	15.25	$	457,500	$	15.25
2013		701,076		29,880,477		42.62		30,036,534		42.84			—		—		—		—		—
2014		1,205,176		47,617,236		39.51		47,983,130		39.81			67,362		1,669,479		24.78		1,669,479		24.78
2015		1,469,358		64,222,579		43.71		66,331,817		45.14			—		—		—		—		—
2016		870,867		33,393,520		38.35		34,846,253		40.01			241,823		20,070,821		83.00		20,160,910		83.37
2017		615,071		23,684,841		38.51		26,168,768		42.55			—		—		—		—		—
2018		229,564		10,785,300		46.98		11,825,090		51.51			—		—		—		—		—
2019		915,204		40,235,320		43.96		43,153,015		47.15			—		—		—		—		—
2020		202,911		9,496,854		46.80		10,319,949		50.86			183,486		3,971,623		21.65		3,971,623		21.65
2021		675,974		22,928,747		33.92		25,291,500		37.41			—		—		—		—		—
Thereafter		3,683,652		182,529,644		49.55		215,543,902		58.51			130,000		2,559,644		19.69		2,819,644		21.69

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



2012		3,151	$	1,155,752	$	366.79	$	1,264,952	$	401.44	(4)		509,113	$	19,979,163	$	39.24	$	20,137,512	$	39.55
2013		36,443		4,642,499		127.39		4,677,699		128.36			737,519		34,522,976		46.81		34,714,233		47.07
2014		22,192		2,803,328		126.32		2,818,972		127.03			1,294,730		52,090,043		40.23		52,471,580		40.53
2015		32,319		4,902,632		151.70		4,895,927		151.49			1,501,677		69,125,212		46.03		71,227,744		47.43
2016		17,313		2,221,449		128.31		2,293,253		132.46			1,130,003		55,685,789		49.28		57,300,416		50.71	(5)
2017		45,499		2,711,790		59.60		2,877,413		63.24			660,570		26,396,632		39.96		29,046,180		43.97
2018		173,845		7,528,244		43.30		7,693,109		44.25			403,409		18,313,544		45.40		19,518,199		48.38
2019		16,026		2,243,196		139.97		2,429,580		151.60			931,230		42,478,517		45.62		45,582,595		48.95
2020		92,818		3,788,146		40.81		6,014,313		64.80			479,215		17,256,624		36.01		20,305,885		42.37
2021		37,719		2,044,859		54.21		2,611,824		69.24			713,693		24,973,606		34.99		27,903,324		39.10
Thereafter		323,116		14,728,148		45.58		17,619,573		54.53			4,136,768		199,817,435		48.30		235,983,118		57.05

(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 $133.38 per square foot and $133.38 per square foot, respectively, in 2012.

(5)	Includes 225,532 square feet of research/laboratory space. Excluding the research/laboratory space, current and future expiring rents would be $39.63 per square foot and $41.43 per square foot, respectively, in 2016.

Boston Properties, Inc.

First Quarter 2012

IN-SERVICE BOSTON REGION PROPERTIES

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


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



Q1 2012		94,998	$	4,212,252	$	44.34	$	4,212,252	$	44.34			—	$	—	$	—	$	—	$	—
Q2 2012		134,504		4,472,095		33.25		4,472,095		33.25			—		—		—		—		—
Q3 2012		54,190		1,736,981		32.05		1,736,981		32.05			30,000		457,500		15.25		457,500		15.25
Q4 2012		192,270		7,944,582		41.32		7,993,731		41.58			—		—		—		—		—

Total 2012		475,962	$	18,365,911	$	38.59	$	18,415,060	$	38.69			30,000	$	457,500.00	$	15.25	$	457,500.00	$	15.25

Q1 2013		107,452	$	3,077,647	$	28.64	$	3,119,579	$	29.03			—	$	—	$	—	$	—	$	—
Q2 2013		196,086		8,257,995		42.11		8,333,013		42.50			—		—		—		—		—
Q3 2013		131,347		5,511,596		41.96		5,548,722		42.24			—		—		—		—		—
Q4 2013		266,191		13,033,240		48.96		13,035,220		48.97			—		—		—		—		—

Total 2013		701,076	$	29,880,477	$	42.62	$	30,036,534	$	42.84			—	$	—	$	—	$	—	$	—


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



Q1 2012		—	$	—	$	—	$	—	$	—			94,998	$	4,212,252	$	44.34	$	4,212,252	$	44.34	(4)
Q2 2012		1,109		269,548		243.06		269,548		243.06			135,613		4,741,644		34.96		4,741,644		34.96
Q3 2012		250		519,200		2,076.80		568,400		2,273.60			84,440		2,713,681		32.14		2,762,881		32.72
Q4 2012		1,792		367,004		204.80		427,004		238.28			194,062		8,311,586		42.83		8,420,735		43.39

Total 2012		3,151	$	1,155,752	$	366.79	$	1,264,952	$	401.44	(5)		509,113	$	19,979,163	$	39.24	$	20,137,512	$	39.55

Q1 2013		15,192	$	2,519,289	$	165.83	$	2,519,289	$	165.83			122,644	$	5,596,935	$	45.64	$	5,638,867	$	45.98
Q2 2013		8,362		209,875		25.10		209,875		25.10			204,448		8,467,869		41.42		8,542,888		41.79
Q3 2013		51		40,320		790.59		57,120		1,120.00			131,398		5,551,916		42.25		5,605,842		42.66
Q4 2013		12,838		1,873,015		145.90		1,891,415		147.33			279,029		14,906,256		53.42		14,926,635		53.49

Total 2013		36,443	$	4,642,499	$	127.39	$	4,677,699	$	128.36			737,519	$	34,522,976	$	46.81	$	34,714,233	$	47.07

(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 3/31/2012.

(5)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $133.38 per square foot and $133.38 per square foot, respectively, in 2012.

Boston Properties, Inc.

First Quarter 2012

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
2012		302,802	$	27,874,455	$	92.06	$	27,874,455	$	92.06		—	$	—	$	—	$	—	$	—
2013		50,660		4,266,760		84.22		4,269,283		84.27		—		—		—		—		—
2014		176,727		18,876,816		106.81		21,274,567		120.38		—		—		—		—		—
2015		241,715		31,481,543		130.24		34,684,887		143.49		—		—		—		—		—
2016		695,040		60,366,203		86.85		60,954,495		87.70		—		—		—		—		—
2017		1,393,377		127,104,037		91.22		134,603,899		96.60		—		—		—		—		—
2018		246,959		29,642,070		120.03		30,985,290		125.47		—		—		—		—		—
2019		1,007,726		83,848,724		83.21		89,437,049		88.75		—		—		—		—		—
2020		1,342,413		102,166,048		76.11		111,305,105		82.91		—		—		—		—		—
2021		495,664		49,418,545		99.70		62,835,216		126.77		—		—		—		—		—
Thereafter		1,963,056		150,880,201		76.86		173,707,272		88.49		—		—		—		—		—

	Retail										Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2012		1,312	$	127,622	$	97.27	$	128,410	$	97.87		304,114	$	28,002,077	$	92.08	$	28,002,865	$	92.08
2013		1,682		182,508		108.51		187,195		111.29		52,342		4,449,268		85.00		4,456,478		85.14
2014		11,018		1,402,380		127.28		1,456,813		132.22		187,745		20,279,196		108.01		22,731,380		121.08
2015		9,988		4,585,611		459.11		5,355,658		536.21		251,703		36,067,155		143.29		40,040,545		159.08
2016		103,626		21,193,260		204.52		22,198,441		214.22		798,666		81,559,463		102.12		83,152,936		104.11
2017		78,027		17,562,508		225.08		17,760,231		227.62		1,471,404		144,666,545		98.32		152,364,129		103.55
2018		—		—		—		—		—		246,959		29,642,070		120.03		30,985,290		125.47
2019		3,877		360,892		93.09		438,396		113.08		1,011,603		84,209,616		83.24		89,875,445		88.84
2020		4,928		234,636		47.61		549,771		111.56		1,347,341		102,400,684		76.00		111,854,876		83.02
2021		2,056		238,267		115.89		308,064		149.84		497,720		49,656,812		99.77		63,143,279		126.87
Thereafter		109,095		14,947,924		137.02		19,324,010		177.13		2,072,151		165,828,126		80.03		193,031,282		93.16

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

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

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

(4)	Includes 143,978 square feet of leased premises in properties under development.

Boston Properties, Inc.

First Quarter 2012

IN-SERVICE NEW YORK REGION PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2012		60,847		3,956,025		65.02		3,956,025		65.02		—		—		—		—		—
Q3 2012		216,529		21,686,855		100.16		21,686,855		100.16		—		—		—		—		—
Q4 2012		25,426		2,231,576		87.77		2,231,576		87.77		—		—		—		—		—

Total 2012		302,802	$	27,874,455	$	92.06	$	27,874,455	$	92.06		—	$	—	$	—	$	—	$	—

Q1 2013		3,950	$	317,673	$	80.42	$	317,673	$	80.42		—	$	—	$	—	$	—	$	—
Q2 2013		12,202		1,100,943		90.23		1,103,466		90.43		—		—		—		—		—
Q3 2013		17,809		1,487,936		83.55		1,487,936		83.55		—		—		—		—		—
Q4 2013		16,699		1,360,208		81.45		1,360,208		81.45		—		—		—		—		—

Total 2013		50,660	$	4,266,760	$	84.22	$	4,269,283	$	84.27		—	$	—	$	—	$	—	$	—


	Retail										Total Property Types
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2012		243		51,251		210.91		51,251		210.91		61,090		4,007,275		65.60		4,007,275		65.60
Q3 2012		350		25,096		71.70		25,096		71.70		216,879		21,711,951		100.11		21,711,951		100.11
Q4 2012		719		51,275		71.31		52,063		72.41		26,145		2,282,851		87.32		2,283,639		87.35

Total 2012		1,312	$	127,622	$	97.27	$	128,410	$	97.87		304,114	$	28,002,077	$	92.08	$	28,002,865	$	92.08

Q1 2013		—	$	—	$	—	$	—	$	—		3,950	$	317,673	$	80.42	$	317,673	$	80.42
Q2 2013		—		—		—		—		—		12,202		1,100,943		90.23		1,103,466		90.43
Q3 2013		—		—		—		—		—		17,809		1,487,936		83.55		1,487,936		83.55
Q4 2013		1,682		182,508		108.51		187,195		111.29		18,381		1,542,716		83.93		1,547,403		84.18

Total 2013		1,682	$	182,508	$	108.51	$	187,195	$	111.29		52,342	$	4,449,268	$	85.00	$	4,456,478	$	85.14

(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.

First Quarter 2012

IN-SERVICE PRINCETON REGION PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2012		26,283	$	738,517	$	28.10	$	1,015,292	$	38.63		—	$	—	$	—	$	—	$	—
2013		232,854		7,767,893		33.36		7,806,807		33.53		—		—		—		—		—
2014		676,176		22,814,391		33.74		23,133,482		34.21		—		—		—		—		—
2015		206,561		6,702,920		32.45		6,943,980		33.62		—		—		—		—		—
2016		79,160		2,647,703		33.45		2,721,646		34.38		—		—		—		—		—
2017		168,347		5,799,808		34.45		6,067,656		36.04		—		—		—		—		—
2018		18,927		578,819		30.58		635,600		33.58		—		—		—		—		—
2019		195,526		5,867,904		30.01		6,736,574		34.45		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
2021		58,125		1,782,783		30.67		1,970,548		33.90		—		—		—		—		—
Thereafter		168,957		6,029,926		35.69		6,730,232		39.83		—		—		—		—		—

	Retail										Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2012		—	$	—	$	—	$	—	$	—		26,283	$	738,517	$	28.10	$	1,015,292	$	38.63
2013		—		—		—		—		—		232,854		7,767,893		33.36		7,806,807		33.53
2014		—		—		—		—		—		676,176		22,814,391		33.74		23,133,482		34.21
2015		—		—		—		—		—		206,561		6,702,920		32.45		6,943,980		33.62
2016		—		—		—		—		—		79,160		2,647,703		33.45		2,721,646		34.38
2017		—		—		—		—		—		168,347		5,799,808		34.45		6,067,656		36.04
2018		—		—		—		—		—		18,927		578,819		30.58		635,600		33.58
2019		—		—		—		—		—		195,526		5,867,904		30.01		6,736,574		34.45
2020		—		—		—		—		—		—		—		—		—		—
2021		—		—		—		—		—		58,125		1,782,783		30.67		1,970,548		33.90
Thereafter		—		—		—		—		—		168,957		6,029,926		35.69		6,730,232		39.83

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

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

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

Boston Properties, Inc.

First Quarter 2012

IN-SERVICE PRINCETON REGION PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2012		13,158		266,422		20.25		543,196		41.28		—		—		—		—		—
Q3 2012		10,870		443,490		40.80		443,490		40.80		—		—		—		—		—
Q4 2012		2,255		28,605		12.69		28,605		12.69		—		—		—		—		—

Total 2012		26,283	$	738,517	$	28.10	$	1,015,292	$	38.63		—	$	—	$	—	$	—	$	—

Q1 2013		69,530	$	2,628,445	$	37.80	$	2,628,445	$	37.80		—	$	—	$	—	$	—	$	—
Q2 2013		47,657		1,418,947		29.77		1,432,009		30.05		—		—		—		—		—
Q3 2013		8,244		257,079		31.18		263,766		31.99		—		—		—		—		—
Q4 2013		107,423		3,463,422		32.24		3,482,587		32.42		—		—		—		—		—

Total 2013		232,854	$	7,767,893	$	33.36	$	7,806,807	$	33.53		—	$	—	$	—	$	—	$	—


	Retail										Total Property Types
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—		13,158		266,422		20.25		543,196		41.28
Q3 2012		—		—		—		—		—		10,870		443,490		40.80		443,490		40.80
Q4 2012		—		—		—		—		—		2,255		28,605		12.69		28,605		12.69

Total 2012		—	$	—	$	—	$	—	$	—		26,283	$	738,517	$	28.10	$	1,015,292	$	38.63

Q1 2013		—	$	—	$	—	$	—	$	—		69,530	$	2,628,445	$	37.80	$	2,628,445	$	37.80
Q2 2013		—		—		—		—		—		47,657		1,418,947		29.77		1,432,009		30.05
Q3 2013		—		—		—		—		—		8,244		257,079		31.18		263,766		31.99
Q4 2013		—		—		—		—		—		107,423		3,463,422		32.24		3,482,587		32.42

Total 2013		—	$	—	$	—	$	—	$	—		232,854	$	7,767,893	$	33.36	$	7,806,807	$	33.53

(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.

Boston Properties, Inc.

First Quarter 2012

IN-SERVICE SAN FRANCISCO REGION PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2012		136,798	$	6,426,772	$	46.98	$	6,139,940	$	44.88		8,900	$	150,624	$	16.92	$	150,624	$	16.92
2013		518,501		14,618,048		28.19		14,846,195		28.63		4,920		93,252		18.95		95,352		19.38
2014		508,700		21,271,309		41.82		21,957,088		43.16		7,400		111,000		15.00		119,880		16.20
2015		531,115		21,176,572		39.87		22,448,686		42.27		8,400		147,230		17.53		156,379		18.62
2016		1,090,483		46,655,376		42.78		47,634,416		43.68		—		—		—		—		—
2017		485,641		18,863,872		38.84		20,670,349		42.56		—		—		—		—		—
2018		82,856		5,428,722		65.52		5,494,307		66.31		—		—		—		—		—
2019		92,776		4,126,729		44.48		4,534,070		48.87		—		—		—		—		—
2020		469,990		27,187,819		57.85		29,099,131		61.91		—		—		—		—		—
2021		135,592		5,797,102		42.75		7,003,506		51.65		—		—		—		—		—
Thereafter		142,831		6,835,445		47.86		7,629,791		53.42		—		—		—		—		—

	Retail										Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2012		57,966	$	1,881,366	$	32.46	$	1,759,601	$	30.36		203,664	$	8,458,761	$	41.53	$	8,050,164	$	39.53
2013		40,358		2,257,433		55.94		2,300,693		57.01		563,779		16,968,734		30.10		17,242,240		30.58
2014		14,066		810,063		57.59		822,115		58.45		530,166		22,192,373		41.86		22,899,083		43.19
2015		34,639		1,936,515		55.91		1,996,904		57.65		574,154		23,260,317		40.51		24,601,969		42.85
2016		31,596		1,539,871		48.74		1,582,674		50.09		1,122,079		48,195,247		42.95		49,217,089		43.86
2017		14,960		855,405		57.18		947,414		63.33		500,601		19,719,277		39.39		21,617,763		43.18
2018		16,919		846,748		50.05		902,390		53.34		99,775		6,275,471		62.90		6,396,697		64.11
2019		5,642		303,353		53.77		346,965		61.50		98,418		4,430,082		45.01		4,881,034		49.59
2020		13,451		467,743		34.77		509,112		37.85		483,441		27,655,562		57.21		29,608,243		61.24
2021		15,458		903,576		58.45		984,740		63.70		151,050		6,700,678		44.36		7,988,247		52.88
Thereafter		4,786		278,754		58.24		302,684		63.24		147,617		7,114,199		48.19		7,932,475		53.74

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

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

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

Boston Properties, Inc.

First Quarter 2012

IN-SERVICE SAN FRANCISCO REGION PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2012		5,644	$	434,183	$	76.93	$	434,183	$	76.93		—	$	—	$	—	$	—	$	—
Q2 2012		22,869		1,038,414		45.41		1,000,242		43.74		3,400		62,112		18.27		62,112		18.27
Q3 2012		69,448		3,077,136		44.31		2,675,904		38.53		5,500		88,512		16.09		88,512		16.09
Q4 2012		38,837		1,877,039		48.33		2,029,611		52.26		—		—		—		—		—

Total 2012		136,798	$	6,426,772	$	46.98	$	6,139,940	$	44.88		8,900	$	150,624.00	$	16.92	$	150,624.00	$	16.92

Q1 2013		55,540	$	2,450,218	$	44.12	$	2,457,906	$	44.25		—	$	—	$	—	$	—	$	—
Q2 2013		19,689		656,828		33.36		685,106		34.80		—		—		—		—		—
Q3 2013		44,640		2,155,065		48.28		2,169,125		48.59		4,920		93,252		18.95		95,352		19.38
Q4 2013		398,632		9,355,938		23.47		9,534,058		23.92		—		—		—		—		—

Total 2013		518,501	$	14,618,048	$	28.19	$	14,846,195	$	28.63		4,920	$	93,252.00	$	18.95	$	95,352.00	$	19.38


	Retail										Total Property Types
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2012		—	$	—	$	—	$	—	$	—		5,644	$	434,183	$	76.93	$	434,183	$	76.93	(4)
Q2 2012		4,228		225,990		53.45		225,990		53.45		30,497		1,326,516		43.50		1,288,344		42.24
Q3 2012		9,969		800,178		80.27		800,178		80.27		84,917		3,965,826		46.70		3,564,594		41.98
Q4 2012		43,769		855,198		19.54		733,433		16.76		82,606		2,732,236		33.08		2,763,043		33.45

Total 2012		57,966	$	1,881,366	$	32.46	$	1,759,601	$	30.36		203,664	$	8,458,761	$	41.53	$	8,050,164	$	39.53

Q1 2013		15,543	$	837,056	$	53.85	$	850,968	$	54.75		71,083	$	3,287,274	$	46.25	$	3,308,874		46.55
Q2 2013		740		76,371		103.20		77,465		104.68		20,429		733,199		35.89		762,571		37.33
Q3 2013		12,345		695,023		56.30		695,023		56.30		61,905		2,943,339		47.55		2,959,500		47.81
Q4 2013		11,730		648,983		55.33		677,237		57.74		410,362		10,004,921		24.38		10,211,295		24.88

Total 2013		40,358	$	2,257,433	$	55.94	$	2,300,693	$	57.01		563,779	$	16,968,734	$	30.10	$	17,242,240	$	30.58

(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 March 31, 2012.

Boston Properties, Inc.

First Quarter 2012

IN-SERVICE WASHINGTON, DC REGION PROPERTIES

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


	OFFICE											OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2012		496,979	$	22,381,977	$	45.04	$	22,381,977	$	45.04	(4)		175,445	$	3,063,672	$	17.46	$	3,090,459	$	17.61
2013		251,397		20,496,279		81.53		20,751,823		82.55	(4)		7,479		152,025		20.33		152,025		20.33
2014		1,050,537		43,330,633		41.25		50,347,565		47.93			228,020		4,333,880		19.01		4,457,013		19.55
2015		594,116		28,178,019		47.43		30,049,794		50.58			166,224		4,017,122		24.17		4,074,657		24.51
2016		518,040		21,028,044		40.59		23,237,668		44.86			33,400		719,574		21.54		791,886		23.71
2017		914,046		50,540,853		55.29		52,513,420		57.45			—		—		—		—		—
2018		337,265		16,935,288		50.21		19,492,417		57.80			—		—		—		—		—
2019		845,384		40,948,309		48.44		45,445,574		53.76			—		—		—		—		—
2020		1,076,949		47,942,720		44.52		54,586,934		50.69			79,971		1,277,245		15.97		1,277,245		15.97
2021		939,963		47,447,485		50.48		58,230,003		61.95			57,321		917,136		16.00		917,136		16.00
Thereafter		1,313,562		72,640,745		55.30		92,857,847		70.69			—		—		—		—		—

	Retail											Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2012		4,465	$	312,694	$	70.03	$	312,694	$	70.03			676,889	$	25,758,343	$	38.05	$	25,785,130	$	38.09
2013		8,199		419,991		51.22		429,482		52.38			267,075		21,068,295		78.89		21,333,331		79.88
2014		12,053		666,619		55.31		690,233		57.27			1,290,610		48,331,132		37.45		55,494,811		43.00
2015		28,947		1,483,283		51.24		1,544,358		53.35			789,287		33,678,424		42.67		35,668,809		45.19
2016		26,276		1,328,906		50.57		1,375,712		52.36			577,716		23,076,524		39.94		25,405,266		43.98
2017		24,997		1,149,567		45.99		1,209,669		48.39			939,043		51,690,420		55.05		53,723,089		57.21
2018		44,148		2,442,620		55.33		2,706,339		61.30			381,413		19,377,908		50.81		22,198,756		58.20
2019		29,933		1,333,408		44.55		1,468,235		49.05			875,317		42,281,717		48.30		46,913,809		53.60
2020		17,495		884,283		50.54		992,284		56.72			1,174,415		50,104,249		42.66		56,856,464		48.41
2021		60,602		3,259,391		53.78		4,082,893		67.37			1,057,886		51,624,012		48.80		63,230,032		59.77
Thereafter		170,850		6,786,349		39.72		9,171,543		53.68			1,484,412		79,427,094		53.51		102,029,389		68.73

(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 114,740 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 $35.30 per square foot and $35.34 per square foot, respectively, for 2012 and $42.21 per square foot and $43.28 per square foot, respectively, for 2013.

Boston Properties, Inc.

First Quarter 2012

IN-SERVICE WASHINGTON, DC REGION PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2012		58,177	$	2,478,528	$	42.60	$	2,478,528	$	42.60		—	$	—	$	—	$	—	$	—
Q2 2012		251,963		10,591,443		42.04		10,591,443		42.04		39,796		285,258		7.17		285,258		7.17
Q3 2012		84,343		4,031,847		47.80		4,031,847		47.80		52,050		1,002,843		19.27		1,002,843		19.27
Q4 2012		102,496		5,280,159		51.52		5,280,159		51.52		83,599		1,775,571		21.24		1,802,358		21.56

Total 2012		496,979	$	22,381,977	$	45.04	$	22,381,977	$	45.04		175,445	$	3,063,672	$	17.46	$	3,090,459	$	17.61

Q1 2013		87,651	$	3,597,986	$	41.05	$	3,696,440	$	42.17		7,479	$	152,025	$	20.33	$	152,025	$	20.33
Q2 2013		119,037		12,440,334		104.51		12,544,846		105.39		—		—		—		—		—
Q3 2013		14,879		686,694		46.15		706,312		47.47		—		—		—		—		—
Q4 2013		29,830		3,771,265		126.43		3,804,225		127.53		—		—		—		—		—

Total 2013		251,397	$	20,496,279	$	81.53	$	20,751,823	$	82.55		7,479	$	152,025	$	20.33	$	152,025	$	20.33


	Retail										Total Property Types
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2012		—	$	—	$	—	$	—	$	—		58,177	$	2,478,528	$	42.60	$	2,478,528	$	42.60	(4)
Q2 2012		—		—		—		—		—		291,759		10,876,701		37.28		10,876,701		37.28
Q3 2012		—		—		—		—		—		136,393		5,034,690		36.91		5,034,690		36.91
Q4 2012		4,465		312,694		70.03		312,694		70.03		190,560		7,368,423		38.67		7,395,210		38.81

Total 2012		4,465	$	312,694	$	70.03	$	312,694	$	70.03		676,889	$	25,758,343	$	38.05	$	25,785,130	$	38.09

Q1 2013		—	$	—	$	—	$	—	$	—		95,130	$	3,750,011	$	39.42	$	3,848,465	$	40.45
Q2 2013		8,199		419,991		51.22		429,482		52.38		127,236		12,860,325		101.07		12,974,328		101.97
Q3 2013		—		—		—		—		—		14,879		686,694		46.15		706,312		47.47
Q4 2013		—		—		—		—		—		29,830		3,771,265		126.43		3,804,225		127.53

Total 2013		8,199	$	419,991	$	51.22	$	429,482	$	52.38		267,075	$	21,068,295	$	78.89	$	21,333,331	$	79.88

(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 March 31, 2012.

Boston Properties, Inc.

First Quarter 2012

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
2012		108,175	$	6,829,516	$	63.13	$	6,938,716	$	64.14	(5)		175,349	$	7,589,038	$	43.28	$	7,173,913	$	40.91
2013		384,335		23,177,732		60.31		23,222,235		60.42			233,183		11,370,233		48.76		11,494,935		49.30
2014		1,030,812		43,768,592		42.46		43,956,033		42.64			296,978		13,683,259		46.07		14,041,161		47.28
2015		911,621		51,128,812		56.09		51,903,895		56.94			302,736		14,091,291		46.55		14,672,362		48.47
2016		554,067		36,469,836		65.82		36,973,133		66.73	(6)		974,692		44,313,723		45.46		44,921,637		46.09
2017		227,137		13,370,731		58.87		15,114,364		66.54			249,062		11,938,569		47.93		12,439,704		49.95
2018		317,593		15,823,548		49.82		16,539,691		52.08			99,775		6,275,471		62.90		6,396,697		64.11
2019		636,431		30,543,140		47.99		32,560,632		51.16			98,418		4,430,082		45.01		4,881,034		49.59
2020		295,729		13,285,000		44.92		16,334,262		55.23			469,281		27,023,456		57.58		28,864,082		61.51
2021		389,405		17,662,122		45.36		20,375,278		52.32			151,050		6,700,678		44.36		7,988,247		52.88
Thereafter		3,251,831		168,479,325		51.81		200,814,514		61.75			147,617		7,114,199		48.19		7,932,475		53.74

	New York											Washington, DC
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2012		304,114	$	28,002,077	$	92.08	$	28,002,865	$	92.08			148,047	$	6,570,081	$	44.38	$	6,570,081	$	44.38
2013		52,342		4,449,268		85.00		4,456,478		85.14			63,290		3,307,854		52.27		3,383,585		53.46
2014		187,745		20,279,196		108.01		22,731,380		121.08			626,277		26,073,291		41.63		32,363,676		51.68
2015		251,703		36,067,155		143.29		40,040,545		159.08			313,330		18,203,916		58.10		19,213,736		61.32
2016		798,666		81,559,463		102.12		83,152,936		104.11			63,655		3,188,231		50.09		3,462,095		54.39
2017		1,471,404		144,666,545		98.32		152,364,129		103.55			790,866		45,265,449		57.24		46,814,944		59.19
2018		246,959		29,642,070		120.03		30,985,290		125.47			93,634		6,028,636		64.39		6,688,469		71.43
2019		1,011,603		84,209,616		83.24		89,875,445		88.84			418,909		23,695,247		56.56		27,280,018		65.12
2020		1,347,341		102,400,684		76.00		111,854,876		83.02			429,090		21,346,567		49.75		24,921,139		58.08
2021		497,720		49,656,812		99.77		63,143,279		126.87			548,871		30,558,174		55.67		37,813,859		68.89
Thereafter		2,072,151		165,828,126		80.03		193,031,282		93.16			789,353		51,697,146		65.49		67,134,667		85.05

	Princeton											Other
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
2013		—		—		—		—		—			—		—		—		—		—
2014		—		—		—		—		—			—		—		—		—		—
2015		—		—		—		—		—			—		—		—		—		—
2016		—		—		—		—		—			—		—		—		—		—
2017		—		—		—		—		—			—		—		—		—		—
2018		—		—		—		—		—			—		—		—		—		—
2019		—		—		—		—		—			—		—		—		—		—
2020		—		—		—		—		—			—		—		—		—		—
2021		—		—		—		—		—			—		—		—		—		—
Thereafter		—		—		—		—		—			—		—		—		—		—

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

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

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

(4)	Includes 143,978 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 $56.32 per square foot and $56.32 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 $50.80 per square foot and $52.36 per square foot, respectively, in 2016.

Boston Properties, Inc.

First Quarter 2012

SUBURBAN PROPERTIES

Lease Expirations (1) (2) (3)


	Boston										San Francisco
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2012		400,938	$	13,149,647	$	32.80	$	13,198,796	$	32.92		28,315	$	869,724	$	30.72	$	876,252	$	30.95
2013		353,184		11,345,244		32.12		11,491,998		32.54		330,596		5,598,501		16.93		5,747,305		17.38
2014		263,918		8,321,452		31.53		8,515,547		32.27		233,188		8,509,114		36.49		8,857,922		37.99
2015		590,056		17,996,400		30.50		19,323,849		32.75		271,418		9,169,026		33.78		9,929,607		36.58
2016		575,936		19,215,953		33.36		20,327,283		35.29		147,387		3,881,524		26.34		4,295,453		29.14
2017		433,433		13,025,900		30.05		13,931,816		32.14		251,539		7,780,708		30.93		9,178,059		36.49
2018		85,816		2,489,996		29.02		2,978,508		34.71		—		—		—		—		—
2019		294,799		11,935,377		40.49		13,021,963		44.17		—		—		—		—		—
2020		183,486		3,971,623		21.65		3,971,623		21.65		14,160		632,106		44.64		744,161		52.55
2021		324,288		7,311,484		22.55		7,528,046		23.21		—		—		—		—		—
Thereafter		884,937		31,338,111		35.41		35,168,604		39.74		—		—		—		—		—

	New York										Washington, DC
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2012		—	$	—	$	—	$	—	$	—		528,842	$	19,188,262	$	36.28	$	19,215,049	$	36.33	(4)
2013		—		—		—		—		—		203,785		17,760,441		87.15		17,949,746		88.08	(4)
2014		—		—		—		—		—		664,333		22,257,841		33.50		23,131,135		34.82
2015		—		—		—		—		—		475,957		15,474,508		32.51		16,455,073		34.57
2016		—		—		—		—		—		514,061		19,888,293		38.69		21,943,171		42.69
2017		—		—		—		—		—		148,177		6,424,971		43.36		6,908,145		46.62
2018		—		—		—		—		—		287,779		13,349,271		46.39		15,510,287		53.90
2019		—		—		—		—		—		456,408		18,586,470		40.72		19,633,791		43.02
2020		—		—		—		—		—		745,325		28,757,682		38.58		31,935,325		42.85
2021		—		—		—		—		—		509,015		21,065,838		41.39		25,416,173		49.93
Thereafter		—		—		—		—		—		695,059		27,729,948		39.90		34,894,722		50.20

	Princeton										Other
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2012		26,283	$	738,517	$	28.10	$	1,015,292	$	38.63		—	$	—	$	—	$	—	$	—
2013		232,854		7,767,893		33.36		7,806,807		33.53		—		—		—		—		—
2014		676,176		22,814,391		33.74		23,133,482		34.21		—		—		—		—		—
2015		206,561		6,702,920		32.45		6,943,980		33.62		—		—		—		—		—
2016		79,160		2,647,703		33.45		2,721,646		34.38		—		—		—		—		—
2017		168,347		5,799,808		34.45		6,067,656		36.04		—		—		—		—		—
2018		18,927		578,819		30.58		635,600		33.58		—		—		—		—		—
2019		195,526		5,867,904		30.01		6,736,574		34.45		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
2021		58,125		1,782,783		30.67		1,970,548		33.90		—		—		—		—		—
Thereafter		168,957		6,029,926		35.69		6,730,232		39.83		—		—		—		—		—

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

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

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

(4)

Includes 114,740 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 $32.68 per square foot and $32.73 per square foot, respectively, for 2012 and $35.45 per square foot and $37.20 per square foot, respectively, for 2013.

Boston Properties, Inc.

First Quarter 2012

HOTEL PERFORMANCE

Cambridge Center Marriott


	First Quarter 2012			First Quarter 2011			Percent Change
Occupancy		75.3	%		69.2	%		8.8	%
Average Daily Rate	$	182.66		$	174.05			4.9	%
Revenue per available room	$	137.58		$	120.43			14.2	%

*RESIDENTIAL PERFORMANCE*

*Residences on The Avenue* *located at 2221 I Street, NW, Washington, DC*

	First Quarter 2012			First Quarter 2011			Percent Change
Average Rental Rate (1)	$	3,201			N/A			N/A
Average Rental Rate Per Occupied Square Foot (1)	$	3.92			N/A			N/A
Physical Occupancy (1) (2)		87.2	%		N/A			N/A
Economic Occupancy (2)		76.2	%		N/A			N/A
Net Operating Income (in thousands) (3)	$	1,273			N/A			N/A

*The Lofts at Atlantic Wharf* *Boston, MA*

	First Quarter 2012			First Quarter 2011			Percent Change
Average Rental Rate (4)	$	3,664			N/A			N/A
Average Rental Rate Per Occupied Square Foot (4)	$	4.14			N/A			N/A
Physical Occupancy (4) (2)		93.0	%		N/A			N/A
Economic Occupancy (2)		87.2	%		N/A			N/A
Net Operating Income (in thousands) (5)	$	493			N/A			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 $863,000 for the quarter ended March 31, 2012.

(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 $37,000 for the quarter ended March 31, 2012.

Boston Properties, Inc.

First Quarter 2012

OCCUPANCY ANALYSIS

Same Property Occupancy⁽¹⁾ - By Location


	CBD						Suburban						Total
Location	31-Mar-12			31-Mar-11			31-Mar-12			31-Mar-11			31-Mar-12			31-Mar-11
Boston		96.4	%		94.6	%		86.5	%		84.6	%		92.4	%		90.6	%
New York		97.7	%		98.4	%		n/a			n/a			97.7	%		98.4	%
Princeton		n/a			n/a			75.5	%		79.9	%		75.5	%		79.9	%
San Francisco		92.2	%		92.4	%		74.1	%		78.2	%		86.8	%		88.1	%
Washington, DC		97.6	%		97.9	%		96.5	%		95.1	%		96.9	%		96.3	%

Total Portfolio		96.4	%		96.3	%		87.1	%		87.2	%		92.9	%		92.8	%


*Same Property Occupancy⁽¹⁾ - By Type of Property*

	CBD						Suburban						Total
	31-Mar-12			31-Mar-11			31-Mar-12			31-Mar-11			31-Mar-12			31-Mar-11
Total Office Portfolio		96.4	%		96.2	%		86.8	%		87.4	%		92.9	%		93.0	%
Total Office/Technical Portfolio		100.0	%		100.0	%		90.9	%		85.5	%		92.6	%		88.3	%

Total Portfolio		96.4	%		96.3	%		87.1	%		87.2	%		92.9	%		92.8	%

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

Boston Properties, Inc.

First Quarter 2012

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office			Office/Technical			Hotel (1)			Total
Number of Properties		115			18			1			134
Square feet		34,532,047			1,526,739			332,455			36,391,241
Percent of properties in-service		90.4	%		98.1	%		100.0	%		90.8	%
Occupancy @ 03/31/2011		93.0	%		88.3	%		—			92.8	%
Occupancy @ 03/31/2012		92.9	%		92.6	%		—			92.9	%
Percent change from 1st quarter 2012 over 1st quarter 2011 (2):
Rental revenue		1.5	%		5.7	%		14.6	%
Operating expenses and real estate taxes		5.3	%		0.6	%		6.3	%
Consolidated Net Operating Income (3) - excluding hotel											(0.2	%) (2)
Consolidated Net Operating Income (3) - Hotel											243.1	%(2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)											1.3	%(2)
Portfolio Net Operating Income (3)											0.2	%
Rental revenue - cash basis		1.4	%		6.3	%		14.1	%
Consolidated Net Operating Income (3) - cash basis (5) excluding hotel		0.7	%		9.0	%					1.0	%(2)
Consolidated Net Operating Income (3) - cash basis (5) - Hotel											229.0	%(2)
Net Operating Income - cash basis (5) - BXP’s share of unconsolidated joint ventures											8.3	%(2)
Portfolio Net Operating Income (3) - cash basis (5)											2.1	%

Same Property Lease Analysis - quarter ended March 31, 2012


	Office			Office/Technical			Total
Vacant space available @ 1/1/2012 (sf)		2,691,910			112,247			2,804,157
Square footage of leases expiring or terminated 1/1/2012-3/31/2012		721,462			31,060			752,522

Total space for lease (sf)		3,413,372			143,307			3,556,679

New tenants (sf)		663,841			—			663,841
Renewals (sf)		287,346			31,060			318,406

Total space leased (sf)		951,187			31,060			982,247

Space available @ 3/31/2012 (sf)		2,462,185			112,247			2,574,432

Net (increase)/decrease in available space (sf)		229,725			—			229,725
2nd generation Average lease term (months)		113			12			110
2nd generation Average free rent (days)		200			—			194
2nd generation TI/Comm PSF	$	53.78		$	0.55		$	52.08
Increase (decrease) in 2nd generation gross rents (6)		18.29	%		3.27	%		18.08	%
Increase (decrease) in 2nd generation net rents (6)		25.47	%		4.05	%		25.12	%

(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 852,546 square feet.

Boston Properties, Inc.

First Quarter 2012

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	March 31, 2012			March 31, 2011
	*(in thousands)*
Net income attributable to Boston Properties, Inc.	$	64,632		$	40,813
Net income attributable to noncontrolling interests:
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		1,942			(61	)
Noncontrolling interest - common units of the Operating Partnership		6,089			6,090
Noncontrolling interest - redeemable preferred units of the Operating Partnership		801			823
Noncontrolling interests in property partnerships		546			529

Net income		74,010			48,194

Add:
Loss from discontinued operations		156			497
Interest expense		103,237			98,525
Depreciation and amortization		109,673			109,237
Transaction costs		2,104			72
General and administrative expense		27,619			24,643
Subtract:
Gains from early extinguishments of debt		(767	)		—
Gains from investments in securities		(801	)		(373	)
Gain on forgiveness of debt from discontinued operations		(17,807	)		—
Income from unconsolidated joint ventures		(11,721	)		(7,976	)
Interest and other income		(1,646	)		(974	)
Development and management services income		(8,149	)		(7,428	)

Consolidated Net Operating Income		275,908			264,417
Net Operating Income from unconsolidated joint ventures (BXP’s share) (1)		55,883			58,164

Combined Net Operating Income		331,791			322,581
Subtract:
Net Operating Income from Value-Added Fund (BXP’s share)		(1,388	)		(1,238	)

Portfolio Net Operating Income	$	330,403		$	321,343

Same Property Net Operating Income		306,390			305,799
Net operating income from non Same Properties (2)		20,626			13,541
Termination income		3,387			2,003

Portfolio Net Operating Income	$	330,403		$	321,343

Same Property Net Operating Income		306,390			305,799
Less straight-line rent and fair value lease revenue		(33,117	)		(34,845	)
Add straight-line ground rent expense		3,274			—

Same Property Net Operating Income - cash basis	$	276,547		$	270,954

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

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

Boston Properties, Inc.

First Quarter 2012

Same Property Net Operating Income by Reportable Segment

(in thousands)


	Office										Office/Technical
	For the three months ended				$			%			For the three months ended					$			%
	31-Mar-12		31-Mar-11		Change			Change			31-Mar-12		31-Mar-11			Change			Change
Rental Revenue	$	380,256	$	376,267							$	12,258	$	11,550
Less Termination Income		397		1,992								49		—

Rental revenue - subtotal		379,859		374,275	$	5,584			1.5	%		12,209		11,550		$	659			5.7	%
Operating expenses and real estate taxes		136,934		130,085		6,849			5.3	%		3,625		3,602			23			0.6	%

Net Operating Income (1)	$	242,925	$	244,190	$	(1,265	)		(0.5	%)	$	8,584	$	7,948		$	636			8.0	%

Rental revenue - subtotal	$	379,859	$	374,275							$	12,209	$	11,550
Less straight line rent and fair value lease revenue		15,837		15,403		434			2.8	%		129		188			(59	)		(31.4	%)

Rental revenue - cash basis		364,022		358,872		5,150			1.4	%		12,080		11,362			718			6.3	%
Less:
Operating expenses and real estate taxes		136,934		130,085		6,849			5.3	%		3,625		3,602			23			0.6	%
Add:
Straight line ground rent expense (2)		3,274		—		3,274			100.0	%		—		—			—			0.0	%

Net Operating Income (3) - cash basis	$	230,362	$	228,787	$	1,575			0.7	%	$	8,455	$	7,760		$	695			9.0	%


	Sub-Total										Hotel
	For the three months ended $							%			For the three months ended					$			%
	31-Mar-12		31-Mar-11		Change			Change			31-Mar-12		31-Mar-11			Change			Change
Rental Revenue	$	392,514	$	387,817							$	6,816	$	5,948
Less Termination Income		446		1,992								—		—

Rental revenue - subtotal		392,068		385,825	$	6,243			1.6	%		6,816		5,948		$	868			14.6	%
Operating expenses and real estate taxes		140,559		133,687		6,872			5.1	%		6,099		5,739			360			6.3	%

Net Operating Income (1)	$	251,509	$	252,138	$	(629	)		(0.2	%)	$	717	$	209		$	508			243.1	%

Rental revenue - subtotal	$	392,068	$	385,825							$	6,816	$	5,948
Less straight line rent and fair value lease revenue		15,966		15,591		375			2.4	%		26		(1	)		27			2700.0	%

Rental revenue - cash basis		376,102		370,234		5,868			1.6	%		6,790		5,949			841			14.1	%
Less:
Operating expenses and real estate taxes		140,559		133,687		6,872			5.1	%		6,099		5,739			360			6.3	%

Add:
Straight line ground rent expense (2)		3,274		—		3,274			100.0	%		—		—			—			0.0	%

Net Operating Income (3) - cash basis	$	238,817	$	236,547	$	2,270			1.0	%	$	691	$	210		$	481			229.0	%


	Unconsolidated Joint Ventures (4)										Total
	For the three months ended				$			%			For the three months ended					$			%
	31-Mar-12		31-Mar-11		Change			Change			31-Mar-12		31-Mar-11			Change			Change
Rental Revenue	$	74,975	$	73,589							$	474,305	$	467,354
Less Termination Income		331		11								777		2,003

Rental revenue - subtotal		74,644		73,578	$	1,066			1.4	%		473,528		465,351		$	8,177			1.8	%
Operating expenses and real estate taxes		20,480		20,126		354			1.8	%		167,138		159,552			7,586			4.8	%

Net Operating Income (1)	$	54,164	$	53,452	$	712			1.3	%	$	306,390	$	305,799		$	591			0.2	%

Rental revenue - subtotal	$	74,644	$	73,578							$	473,528	$	465,351
Less straight line rent and fair value lease revenue		17,125		19,255		(2,130	)		(11.1	%)		33,117		34,845			(1,728	)		(5.0	%)

Rental revenue - cash basis		57,519		54,323		3,196			5.9	%		440,411		430,506			9,905			2.3	%
Less:
Operating expenses and real estate taxes		20,480		20,126		354			1.8	%		167,138		159,552			7,586			4.8	%

Add:
Straight line ground rent expense (2)		—		—		—			0.0	%		3,274		—			3,274			100.0	%

Net Operating Income (3) - cash basis	$	37,039	$	34,197	$	2,842			8.3	%	$	276,547	$	270,954		$	5,593			2.1	%

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

(2)	For additional information, see page 6.

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

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

Boston Properties, Inc.

First Quarter 2012

LEASING ACTIVITY

All In-Service Properties - quarter ended March 31, 2012


	Office			Office/Technical			Total
Vacant space available @ 1/1/2012 (sf)		3,258,905			112,247			3,371,152
Property dispositions/ assets taken out of service (sf)		(347,665	)		—			(347,665	)
Property acquisitions (sf)		—			—			—
Assets placed in-service (sf)		7,693			—			7,693
Leases expiring or terminated 1/1/2012-3/31/2012 (sf)		1,175,306			31,060			1,206,366

Total space for lease (sf)		4,094,239			143,307			4,237,546

New tenants (sf)		765,890			—			765,890
Renewals (sf)		293,332			31,060			324,392

Total space leased (sf)		1,059,222			31,060			1,090,282	(1)

Space available @ 3/31/2012 (sf)		3,035,017			112,247			3,147,264

Net (increase)/decrease in available space (sf)		223,888			—			223,888
2nd generation Average lease term (months)		111			12			108
2nd generation Average free rent (days)		196			—			190
2nd generation TI/Comm PSF	$	52.66		$	0.55		$	51.03
Increase (decrease) in 2nd generation gross rents (2)		18.06	%		3.27	%		17.86	%
Increase (decrease) in 2nd generation net rents (3)		25.20	%		4.05	%		24.86	%


	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		84,389		479,481		-16.03	%		-23.33	%		563,870		312,722
New York		2,866		114,091		117.51	%		168.57	%		116,957		163,254
Princeton		—		102,357		1.74	%		0.48	%		102,357		3,043
San Francisco		—		146,759		-16.02	%		-24.20	%		146,759		109,314
Washington, DC		9,920		150,419		9.26	%		10.90	%		160,339		163,695

		97,175		993,107		17.86	%		24.86	%		1,090,282		752,028

(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 872,909.

(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 872,909.

(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 139,266.

Boston Properties, Inc.

First Quarter 2012

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q1 2012		2011			2010			2009
Recurring capital expenditures	$	1,796	$	29,334		$	13,988		$	27,813
Planned non-recurring capital expenditures associated with acquisition properties		6,245		4,358			395			865
Hotel improvements, equipment upgrades and replacements		187		4,010	(1)		2,262	(2)		1,515

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

2nd Generation Tenant Improvements and Leasing Commissions


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

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

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

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

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

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

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

Boston Properties, Inc.

First Quarter 2012

ACQUISITIONS/DISPOSITIONS

as of March 31, 2012

ACQUISITIONS

For the period from January 1, 2012 through March 31, 2012


Property	Date Acquired		Square Feet		Initial Investment		Anticipated Future Investment		Total Investment		Percentage Leased
453 Ravendale Drive		March 1, 2012		29,620	$	6,650,000	$	—	$	6,650,000		100	%
100 Federal Street		March 13, 2012		1,264,421		615,600,000		—		615,600,000		94	%

Total Acquisitions				1,294,041	$	622,250,000	$	—	$	622,250,000		94	%

DISPOSITIONS

For the period from January 1, 2012 through March 31, 2012


Property	Date Disposed		Square Feet		Gross Sales Price		Book Gain
Montvale Center		January 31, 2012		123,392	$	25,000,000	$	17,807,000	(1)

Total Dispositions				123,392	$	25,000,000	$	17,807,000

(1)

Boston Properties, Inc.

First Quarter 2012

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of March 31, 2012


Construction Properties	Initial Occupancy	Estimated Stabilization Date	Location	# of Buildings	Square feet	Investment to Date (2)		Estimated Total Investment (2)		Total Construction Loan (2)		Amount Drawn at 3/31/2012 (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	$	363,792,136	$	375,000,000	$	—	$	—	$	11,207,864		51	%		55	%
12310 Sunrise Valley (Patriots Park) (5)	Q2 2012	Q2 2012	Reston, VA	1	267,531		62,137,613		67,000,000		—		—		4,862,387		100	%		0	%
Annapolis Junction Lot 6 (50% ownership)	Q3 2012	Q3 2013	Annapolis, MD	1	120,000		9,636,675		14,000,000		9,500,000		4,856,356		—		49	%		0	%
500 North Capitol (30% ownership)	Q4 2012	Q4 2013	Washington, DC	1	232,000		21,249,737		36,540,000		32,100,000		14,827,823		—		74	%		0	%
12300 Sunrise Valley (Patriots Park) (6)	Q2 2013	Q2 2013	Reston, VA	1	255,951		23,241,327		64,000,000		—		—		40,758,673		100	%		0	%
17 Cambridge Center	Q3 2013	Q3 2013	Cambridge, MA	1	195,191		27,594,021		86,300,000		—		—		58,705,979		100	%		0	%
250 West 55th Street (7)	Q2 2014	Q4 2015	New York, NY	1	989,000		582,132,608		1,050,000,000		—		—		467,867,392		19	%		0	%

Total Office Properties under Construction				7	2,406,673	$	1,089,784,116	$	1,692,840,000	$	41,600,000	$	19,684,179	$	583,402,295		54	%		18	%

Residential
Reston Town Center Residential	Q4 2013	Q4 2015	Reston, VA	1	420,000	$	30,184,188	$	137,250,000	$	—	$	—	$	107,065,812		N/ A			N/ A

Total Residential Properties under Construction				1	420,000	$	30,184,188	$	137,250,000	$	—	$	—	$	107,065,812		N/ A			N/ A

Total Properties under Construction				8	2,826,673	$	1,119,968,305	$	1,830,090,000	$	41,600,000	$	19,684,179	$	690,468,107		54	%		18	%


*PROJECTS PLACED IN-SERVICE DURING 2012*
	Initial In Service Date	Estimated Stabilization Date	Location	# of Buildings	Square feet	Investment to Date (2)		Estimated Total Investment (2)		Debt (2)		Drawn at 3/31/2012(2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)
Total Projects placed in Service

				—	—	$	—	$	—	$	—	$	—	$	—		—			—


*IN-SERVICE PROPERTIES HELD FOR RE-DEVELOPMENT*


	Sub Market		# of Buildings		Existing Square Feet		Leased %			Annualized Revenue Per Leased SF (8)		Encumbered with secured debt (Y/N)		Central Business District (CBD) or Suburban (S)		Estimated Future SF (9)
6601 Springfield Center Drive		Fairfax County VA		1		26,388		100.0	%	$	10.81		N		S		386,000
North First Business Park		San Jose, CA		5		190,636		75.8	%		14.72		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

Total Properties held for Re-Development				7		428,024		89.2	%	$	21.96						1,519,000

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

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

(3)	Represents percentage leased as of April 27, 2012 and excludes residential space.

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

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

(6)	The Company commenced redevelopment of 12300 Sunrise Drive on January 3, 2012 and expects to have it available for occupancy during the second quarter of 2013. Project cost includes the incremental costs related to redevelopment and excludes original investment in the asset.

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

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

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

Boston Properties, Inc.

First Quarter 2012

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of March 31, 2012


Location	Acreage		Approximate Developable Square Feet
San Jose, CA (1) (2)		44.0		2,409,364
Reston, VA (1)		36.3		1,253,886
Waltham, MA		25.4		1,150,000
Gaithersburg, MD		27.0		850,000
Springfield, VA (1)		17.8		773,612
Dulles, VA		76.6		760,000
Rockville, MD		58.1		759,000
Boston, MA		1.0		450,000
Marlborough, MA		50.0		400,000
Annapolis, MD (50% ownership)		20.0		300,000
Washington, DC (1)		1.0		239,000
Andover, MA		10.0		110,000
New York, NY (50% ownership) (3)		0.2		TBD

		367.4		9,454,862

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of March 31, 2012


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.

First Quarter 2012

Definitions

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

Funds from Operations

Pursuant to the revised definition of Funds from Operations adopted by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”), we calculate Funds from Operations, or “FFO,” by adjusting net income 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.

First Quarter 2012

Definitions

Consolidated Net Operating Income (NOI)

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

Combined Net Operating Income (NOI)

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

Portfolio Net Operating Income (NOI)

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

In-Service Properties

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

Same Properties

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

Annualized Revenue

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

Future Annualized Revenue

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

Boston Properties, Inc.

First Quarter 2012

Definitions

Average Rental Rates

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

Economic Occupancy

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

Market Rents

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

Physical Occupancy

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

Press Release

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

FIRST QUARTER 2012 RESULTS

Reports diluted FFO per share of $1.12 Reports diluted EPS of $0.43

BOSTON, MA, May 1, 2012 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the first quarter ended March 31, 2012.

Funds from Operations (FFO) for the quarter ended March 31, 2012 were $166.9 million, or $1.13 per share basic and $1.12 per share diluted. This compares to FFO for the quarter ended March 31, 2011 of $160.0 million, or $1.13 per share basic and $1.12 per share diluted. The weighted average number of basic and diluted shares outstanding totaled 148,343,382 and 150,140,431, respectively, for the quarter ended March 31, 2012 and 142,094,867 and 143,965,007, respectively, for the quarter ended March 31, 2011.

The Company’s reported FFO of $1.12 per share diluted was within the guidance previously provided of $1.12-$1.14 per share. The Company’s reported FFO included the following items, among others, that were not contemplated at the time the previous guidance was issued: compensation expense of ($0.03) per share associated with the resignation of the Company’s Chief Operating Officer, transaction costs of ($0.01) per share and an adjustment to ground rent expense of ($0.02) per share, as well as the acquisition of 100 Federal Street adding $0.01 per share, operating expense savings of $0.03 per share and $0.02 per share from better than expected performance from the Company’s hotel, unconsolidated joint ventures and third-party fee income.

Net income available to common shareholders was $64.6 million for the quarter ended March 31, 2012, compared to $40.8 million for the quarter ended March 31, 2011. Net income available to common shareholders per share (EPS) for the quarter ended March 31, 2012 was $0.44 basic and $0.43 on a diluted basis. This compares to EPS for the first quarter of 2011 of $0.29 basic and $0.29 on a diluted basis.

The reported results are unaudited and there can be no assurance that the results will not vary from the final information for the quarter ended March 31, 2012. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of March 31, 2012, 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 43.3 million square feet, including eight properties under construction totaling 2.8 million square feet. In addition, the Company has structured parking for vehicles containing approximately 15.2 million square feet. The overall percentage of leased space for the 142 properties in service (excluding the two in-service residential properties and the hotel) as of March 31, 2012 was 92.1%.

Significant events during the first quarter included:

•

On January 3, 2012, the Company commenced the redevelopment of 12300 Sunrise Valley Drive, a Class A office project with approximately 256,000 net rentable square feet located in Reston, Virginia. The Company will capitalize incremental costs during the redevelopment. The property is 100% pre-leased.

•

On January 10, 2012, the Company announced that holders of the 2.875% Exchangeable Senior Notes due 2037 (the “Notes”) of its Operating Partnership had the right to surrender their Notes for purchase by the Operating Partnership (the “Put Right”) on February 15, 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. Holders of an aggregate of $242,735,000 of the Notes exercised the Put Right and on February 20, 2012, the Company redeemed the remaining $333,459,000 of outstanding Notes at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon.

•

On January 25, 2012, the Company’s Compensation Committee approved outperformance awards (the “2012 OPP Awards”) under the Company’s 1997 Stock Option and Incentive Plan to officers and employees of the Company. 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. Under the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation” the 2012 OPP Awards have an aggregate value of approximately $7.7 million, which amount will be amortized into earnings over the five-year plan period under the graded vesting method. The Company recognized approximately $0.5 million of compensation expense associated with the 2012 OPP Awards during the first quarter of 2012.

•

On February 13, 2012, E. Mitchell Norville announced that he would resign as Executive Vice President, Chief Operating Officer of the Company effective on February 29, 2012. In connection with his resignation, Mr. Norville entered into a separation agreement with the Company. The Company recognized approximately $4.5 million of expense during the first quarter of 2012 in connection with Mr. Norville’s resignation.

•

On March 1, 2012, the Company acquired 453 Ravendale Drive located in Mountain View, California for a purchase price of approximately $6.7 million in cash. 453 Ravendale Drive is an approximately 30,000 net rentable square foot Office/Technical property that is currently 100% leased.

•

On March 12, 2012, the Company used available cash to repay the mortgage loan collateralized by its Bay Colony Corporate Center property located in Waltham, Massachusetts totaling $143.9 million. The mortgage financing bore interest at a fixed rate of 6.53% per annum and was scheduled to mature on June 11, 2012. There was no prepayment penalty. The Company recognized a gain on early extinguishment of debt totaling approximately $0.9 million related to the acceleration of the remaining balance of the historical fair value debt adjustment.

•

On March 13, 2012, the Company acquired 100 Federal Street in Boston, Massachusetts for an aggregate investment of approximately $615.0 million in cash. In connection with the transaction, the Company entered into a long-term lease with an affiliate of Bank of America for approximately 735,000 square feet. 100 Federal Street is an approximately 1,264,000 net rentable square foot, 37-story Class A office tower that is currently 94% leased. The Company projects this property’s annualized 2012 Unleveraged FFO Return to be 6.1% and annualized 2012 Unleveraged Cash Return to be 5.0%. The calculation of these returns and related disclosures are presented on the accompanying table entitled “Projected Annualized 2012 Returns on Operating Property Acquisition.” There can be no assurance that actual returns will not differ materially from these projections.

•

During the first quarter of 2012, the Company utilized its “at the market” (“ATM”) stock offering program to issue an aggregate of 1,048,800 shares of its common stock for gross proceeds of approximately $110.5 million and net proceeds of approximately $109.3 million. During the second quarter of 2012 through April 9, 2012, the Company issued an additional 421,600 shares of its common stock for gross proceeds of approximately $44.3 million and net proceeds of approximately $43.8 million. The Company’s ATM stock offering program provides the Company with the ability to sell from time to time up to an aggregate of $600.0 million of its common stock through sales agents for a three-year period. As of May 1, 2012, approximately $400.3 million remained available for issuance under this ATM program.

Transactions completed subsequent to March 31, 2012:

•

On April 2, 2012, the Company used available cash to repay the mortgage loan collateralized by its One Freedom Square property located in Reston, Virginia totaling $65.1 million. The mortgage financing bore interest at a fixed rate of 7.75% per annum and was scheduled to mature on June 30, 2012. There was no prepayment penalty.

•

On April 30, 2012, the Company completed and placed in-service 510 Madison Avenue, a Class A office project with approximately 347,000 net rentable square feet located in New York City. The property is 51% leased.

•

On May 1, 2012, the Company entered into an agreement to sell its Bedford Business Park properties located in Bedford, Massachusetts for approximately $62.8 million in cash. Bedford Business Park is comprised of two Office/Technical buildings and one Class A office building aggregating approximately 470,000 net rentable square feet. The sale is subject to the satisfaction of customary closing conditions and, although there can be no assurance that the sale will be consummated on the terms currently contemplated or at all, it is expected to close by the end of the second quarter of 2012.

EPS and FFO per Share Guidance:

The Company’s guidance for the second 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 primary changes to the Company’s previously issued full year 2012 FFO guidance include an increase of $0.18 per share due to the acquisition of 100 Federal Street, a ($0.02) per share reduction due to the pending sale of Bedford Business Park, a reduction of ($0.03) per share reflecting the full-year impact of shares previously issued under the Company’s ATM program, a reduction of ($0.06) per share reflecting the items described above that reduced first quarter FFO and an improvement in the Company’s same store projections. 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.


	Second Quarter 2012			Full Year 2012
	Low	-	High	Low	-	High
Projected EPS (diluted)	$0.68	-	$0.70	$2.02	-	$2.12
Add:
Projected Company Share of Real Estate Depreciation and Amortization	0.78	-	0.78	3.14	-	3.14
Less:
Projected Company Share of Gains on Sales/Transfers of Real Estate	0.23	-	0.23	0.33	-	0.33
Projected FFO per Share (diluted)	$1.23	-	$1.25	$4.83	-	$4.93

Boston Properties will host a conference call on Wednesday, May 2, 2012 at 10:00 AM Eastern Time, open to the general public, to discuss the first quarter 2012 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 68597663. A replay of the conference call will be available through May 16, 2012, by dialing (855) 859-2056 (Domestic) or (404) 537-3406 (International) and entering the passcode 68597663. There will also be a live audio webcast of the call which may be accessed on the Company’s website at www.bostonproperties.com in the Investor Relations section. Shortly after the call a replay of the webcast will be available in the Investor Relations section of the Company’s website and archived for up to twelve months following the call.

Additionally, a copy of Boston Properties’ first quarter 2012 “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 uncertainties of investing in new markets, the costs and availability of financing, the effectiveness of our interest rate hedging contracts, the ability of our joint venture partners to satisfy their obligations, the effects of local, national and international economic and market conditions (including the impact of the European sovereign debt issues), the effects of acquisitions, dispositions and possible impairment charges on our operating results, the impact of newly adopted accounting principles on the Company’s accounting policies and on period-to-period comparisons of financial results, regulatory changes and other risks and uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. Boston Properties does not undertake a duty to update or revise any forward-looking statement, including its guidance for the second 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


	March 31, 2012			December 31, 2011
	(in thousands, except for share amounts)
	(unaudited)
ASSETS
Real estate	$	12,937,143		$	12,303,965
Construction in progress		870,006			818,685
Land held for future development		268,030			266,822
Less: accumulated depreciation		(2,722,605	)		(2,642,986	)

Total real estate		11,352,574			10,746,486

Cash and cash equivalents		591,196			1,823,208
Cash held in escrows		30,697			40,332
Investments in securities		11,193			9,548
Tenant and other receivables, net of allowance for doubtful accounts of $1,370 and $1,766, respectively		68,275			79,838
Related party notes receivable		281,177			280,442
Interest receivable from related party notes receivable		95,126			89,854
Accrued rental income, net of allowance of $2,631 and $2,515, respectively		541,153			522,675
Deferred charges, net		500,957			445,403
Prepaid expenses and other assets		73,132			75,458
Investments in unconsolidated joint ventures		667,377			669,722

Total assets	$	14,212,857		$	14,782,966

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	2,946,760		$	3,123,267
Unsecured senior notes, net of discount		3,865,369			3,865,186
Unsecured exchangeable senior notes, net of discount		1,148,497			1,715,685
Unsecured line of credit		—			—
Accounts payable and accrued expenses		165,441			155,139
Dividends and distributions payable		92,615			91,901
Accrued interest payable		97,997			69,105
Other liabilities		324,826			293,515

Total liabilities		8,641,505			9,313,798

Commitments and contingencies		—			—

Noncontrolling interest:
Redeemable preferred units of the Operating Partnership		51,537			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, 149,463,241 and 148,186,511 shares issued and 149,384,341 and 148,107,611 shares outstanding at March 31, 2012 and December 31, 2011, respectively		1,494			1,481
Additional paid-in capital		5,050,547			4,936,457
Dividends in excess of earnings		(70,609	)		(53,080	)
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(15,558	)		(16,138	)

Total stockholders’ equity attributable to Boston Properties, Inc.		4,963,152			4,865,998
Noncontrolling interests:
Common units of the Operating Partnership		557,930			548,581
Property partnerships		(1,267	)		(1,063	)

Total equity		5,519,815			5,413,516

Total liabilities and equity	$	14,212,857		$	14,782,966

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended
	March 31,
	2012			2011
	(in thousands, except for per share amounts)
Revenue
Rental
Base rent	$	357,701		$	338,925
Recoveries from tenants		52,568			45,849
Parking and other		22,428			19,064

Total rental revenue		432,697			403,838
Hotel revenue		6,816			5,948
Development and management services		8,149			7,428

Total revenue		447,662			417,214

Expenses
Operating
Rental		157,506			139,630
Hotel		6,099			5,739
General and administrative		27,619			24,643
Transaction costs		2,104			72
Depreciation and amortization		109,673			109,237

Total expenses		303,001			279,321

Operating income		144,661			137,893
Other income (expense)
Income from unconsolidated joint ventures		11,721			7,976
Interest and other income		1,646			974
Gains from investments in securities		801			373
Gains from early extinguishments of debt		767			—
Interest expense		(103,237	)		(98,525	)

Income from continuing operations		56,359			48,691
Discontinued operations
Loss from discontinued operations		(156	)		(497	)
Gain on forgiveness of debt from discontinued operations		17,807			—

Net income		74,010			48,194
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnership		(546	)		(529	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(801	)		(823	)
Noncontrolling interest - common units of the Operating Partnership		(6,089	)		(6,090	)
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		(1,942	)		61

Net income attributable to Boston Properties, Inc.	$	64,632		$	40,813

Basic earnings per common share attributable to Boston Properties, Inc.:
Income from continuing operations	$	0.33		$	0.29
Discontinued operations		0.11			—

Net income	$	0.44		$	0.29

Weighted average number of common shares outstanding		148,343			142,095

Diluted earnings per common share attributable to Boston Properties, Inc.:
Income from continuing operations	$	0.33		$	0.29
Discontinued operations		0.10			—

Net income	$	0.43		$	0.29

Weighted average number of common and common equivalent shares outstanding		148,746			142,504

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)

(Unaudited)


	Three months ended
	March 31,
	2012			2011
	(in thousands, except for per share amounts)
Net income attributable to Boston Properties, Inc.	$	64,632		$	40,813

Add:
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		1,942			(61	)
Noncontrolling interest - common units of the Operating Partnership		6,089			6,090
Noncontrolling interest - redeemable preferred units of the Operating Partnership		801			823
Noncontrolling interests in property partnerships		546			529
Loss from discontinued operations		156			497
Less:
Gain on forgiveness of debt from discontinued operations		17,807			—

Income from continuing operations		56,359			48,691

Add:
Real estate depreciation and amortization (2)		132,490			136,104
Less:
Loss from discontinued operations		156			497
Noncontrolling interests in property partnership’s share of funds from operations		1,010			993
Noncontrolling interest - redeemable preferred units of the Operating Partnership		801			823

Funds from operations (FFO) attributable to the Operating Partnership		186,882			182,482

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		19,939			22,502

Funds from operations attributable to Boston Properties, Inc.	$	166,943		$	159,980

Boston Properties, Inc.’s percentage share of funds from operations - basic		89.33	%		87.67	%

Weighted average shares outstanding - basic		148,343			142,095

FFO per share basic	$	1.13		$	1.13

Weighted average shares outstanding - diluted		150,140			143,965

FFO per share diluted	$	1.12		$	1.12

(1)

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

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

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

(2)

Real estate depreciation and amortization consists of depreciation and amortization from the Consolidated Statements of Operations of $109,673 and $109,237, our share of unconsolidated joint venture real estate depreciation and amortization of $23,121 and $27,065, and depreciation and amortization from discontinued operations of $64 and $191, less corporate-related depreciation and amortization of $368 and $389 for the three months ended March 31, 2012 and 2011, respectively.

BOSTON PROPERTIES, INC.

PROJECTED ANNUALIZED 2012 RETURNS ON

OPERATING PROPERTY ACQUISITION

FOR THE NINE MONTHS ENDING DECEMBER 31, 2012

(dollars in thousands)


	100 Federal Street
Base rent and recoveries from tenants	$	42,532
Straight-line rent		2,288
Fair value lease revenue		2,756
Parking and other		1,200

Total rental revenue		48,776

Operating Expenses		20,820

Revenue less Operating Expenses		27,956

Depreciation and amortization		20,823

Net income	$	7,133

Add:
Depreciation and amortization		20,823

Unleveraged FFO (1)	$	27,956

Less:
Straight-line rent		(2,288	)
Fair value lease revenue		(2,756	)

Unleveraged Cash	$	22,912

Investment	$	615,000
Estimated closing and other costs		600

Total Unleveraged Investment	$	615,600

Annualized Unleveraged FFO Return (1)		6.1	%

Annualized Unleveraged Cash Return (2)		5.0	%

(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. Annualized Unleveraged FFO Return is also a non-GAAP financial measure that is determined by dividing (A) Unleveraged FFO (based on annualizing the projected results for the nine months ending December 31, 2012) by (B) the Company’s Total Unleveraged Investment. Management believes projected Annualized 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 Annualized 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 Annualized Unleveraged FFO Return differently and these are not indicators of a real estate asset’s capacity to generate cash flow.

(2)

Annualized Unleveraged Cash Return is a non-GAAP financial measure that is determined by dividing (A) Unleveraged Cash (based on annualizing the projected results for the nine months 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 Annualized Unleveraged Cash Return is also a useful measure of a property’s value when used in addition to Annualized 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
	March 31, 2012			December 31, 2011
Boston		90.1	%		87.1	%
New York		97.7	%		97.8	%
Princeton		75.5	%		75.8	%
San Francisco		87.2	%		87.9	%
Washington, DC		96.8	%		96.9	%

Total Portfolio		92.1	%		91.3	%


	% Leased by Type
	March 31, 2012			December 31, 2011
Class A Office Portfolio		92.1	%		91.3	%
Office/Technical Portfolio		92.8	%		92.6	%

Total Portfolio		92.1	%		91.3	%

Selected Financial and Related Information

Exhibit 99.3

On May 1, 2012, Boston Properties, Inc. (the “Company”), a real estate investment trust, reported results for the first quarter ended March 31, 2012.

Results for the quarter ended March 31, 2012 (unaudited)

Significant events during the first quarter included:

•

Transactions completed subsequent to March 31, 2012:

•

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

Financial tables follow.

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


	March 31, 2012			December 31, 2011
	(in thousands, except for share amounts)
	(unaudited)
ASSETS
Real estate	$	12,937,143		$	12,303,965
Construction in progress		870,006			818,685
Land held for future development		268,030			266,822
Less: accumulated depreciation		(2,722,605	)		(2,642,986	)

Total real estate		11,352,574			10,746,486
Cash and cash equivalents		591,196			1,823,208
Cash held in escrows		30,697			40,332
Investments in securities		11,193			9,548
Tenant and other receivables, net of allowance for doubtful accounts of $1,370 and $1,766, respectively		68,275			79,838
Related party notes receivable		281,177			280,442
Interest receivable from related party notes receivable		95,126			89,854
Accrued rental income, net of allowance of $2,631 and $2,515, respectively		541,153			522,675
Deferred charges, net		500,957			445,403
Prepaid expenses and other assets		73,132			75,458
Investments in unconsolidated joint ventures		667,377			669,722

Total assets	$	14,212,857		$	14,782,966

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	2,946,760		$	3,123,267
Unsecured senior notes, net of discount		3,865,369			3,865,186
Unsecured exchangeable senior notes, net of discount		1,148,497			1,715,685
Unsecured line of credit		—			—
Accounts payable and accrued expenses		165,441			155,139
Dividends and distributions payable		92,615			91,901
Accrued interest payable		97,997			69,105
Other liabilities		324,826			293,515

Total liabilities		8,641,505			9,313,798

Commitments and contingencies		—			—

Noncontrolling interest:
Redeemable preferred units of the Operating Partnership		51,537			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, 149,463,241 and 148,186,511 shares issued and 149,384,341 and 148,107,611 shares outstanding at March 31, 2012 and December 31, 2011, respectively		1,494			1,481
Additional paid-in capital		5,050,547			4,936,457
Dividends in excess of earnings		(70,609	)		(53,080	)
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(15,558	)		(16,138	)

Total stockholders' equity attributable to Boston Properties, Inc.		4,963,152			4,865,998
Noncontrolling interests:
Common units of the Operating Partnership		557,930			548,581
Property partnerships		(1,267	)		(1,063	)

Total equity		5,519,815			5,413,516

Total liabilities and equity	$	14,212,857		$	14,782,966

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended March 31,
	2012			2011
	(in thousands, except for per share amounts)
Revenue
Rental
Base rent	$	357,701		$	338,925
Recoveries from tenants		52,568			45,849
Parking and other		22,428			19,064

Total rental revenue		432,697			403,838
Hotel revenue		6,816			5,948
Development and management services		8,149			7,428

Total revenue		447,662			417,214

Expenses
Operating
Rental		157,506			139,630
Hotel		6,099			5,739
General and administrative		27,619			24,643
Transaction costs		2,104			72
Depreciation and amortization		109,673			109,237

Total expenses		303,001			279,321

Operating income		144,661			137,893
Other income (expense)
Income from unconsolidated joint ventures		11,721			7,976
Interest and other income		1,646			974
Gains from investments in securities		801			373
Gains from early extinguishments of debt		767			—
Interest expense		(103,237	)		(98,525	)

Income from continuing operations		56,359			48,691
Discontinued operations
Loss from discontinued operations		(156	)		(497	)
Gain on forgiveness of debt from discontinued operations		17,807			—

Net income		74,010			48,194
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnership		(546	)		(529	)
Noncontrolling interest—redeemable preferred units of the Operating Partnership		(801	)		(823	)
Noncontrolling interest—common units of the Operating Partnership		(6,089	)		(6,090	)
Noncontrolling interest in discontinued operations—common units of the Operating Partnership		(1,942	)		61

Net income attributable to Boston Properties, Inc.	$	64,632		$	40,813

Basic earnings per common share attributable to Boston Properties, Inc.:
Income from continuing operations	$	0.33		$	0.29
Discontinued operations		0.11			—

Net income	$	0.44		$	0.29

Weighted average number of common shares outstanding		148,343			142,095

Diluted earnings per common share attributable to Boston Properties, Inc.:
Income from continuing operations	$	0.33		$	0.29
Discontinued operations		0.10			—

Net income	$	0.43		$	0.29

Weighted average number of common and common equivalent shares outstanding		148,746			142,504

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)

(Unaudited)


	Three months ended March 31,
	2012			2011
	(in thousands, except for per share amounts)
Net income attributable to Boston Properties, Inc.	$	64,632		$	40,813
Add:
Noncontrolling interest in discontinued operations—common units of the Operating Partnership		1,942			(61	)
Noncontrolling interest—common units of the Operating Partnership		6,089			6,090
Noncontrolling interest—redeemable preferred units of the Operating Partnership		801			823
Noncontrolling interests in property partnerships		546			529
Loss from discontinued operations		156			497
Less:
Gain on forgiveness of debt from discontinued operations		17,807			—

Income from continuing operations		56,359			48,691
Add:
Real estate depreciation and amortization (2)		132,490			136,104
Less:
Loss from discontinued operations		156			497
Noncontrolling interests in property partnership's share of funds from operations		1,010			993
Noncontrolling interest—redeemable preferred units of the Operating Partnership		801			823

Funds from operations (FFO) attributable to the Operating Partnership		186,882			182,482
Less:
Noncontrolling interest—common units of the Operating Partnership's share of funds from operations		19,939			22,502

Funds from operations attributable to Boston Properties, Inc.	$	166,943		$	159,980

Boston Properties, Inc.'s percentage share of funds from operations—basic		89.33	%		87.67	%

Weighted average shares outstanding—basic		148,343			142,095

FFO per share basic	$	1.13		$	1.13

Weighted average shares outstanding—diluted		150,140			143,965

FFO per share diluted	$	1.12		$	1.12

(1)

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

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)

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	March 31, 2012			December 31, 2011
Boston		90.1	%		87.1	%
New York		97.7	%		97.8	%
Princeton		75.5	%		75.8	%
San Francisco		87.2	%		87.9	%
Washington, DC		96.8	%		96.9	%

Total Portfolio		92.1	%		91.3	%


	% Leased by Type
	March 31, 2012			December 31, 2011
Class A Office Portfolio		92.1	%		91.3	%
Office/Technical Portfolio		92.8	%		92.6	%

Total Portfolio		92.1	%		91.3	%