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Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 29, 2013

BOSTON PROPERTIES, INC.

(Exact Name of Registrant As Specified in Charter)

Delaware

1-13087

04-2473675

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

800 Boylston Street, Suite 1900, Boston, Massachusetts 02199

(Address of Principal Executive Offices) (Zip Code)

(617) 236-3300

(Registrant’s telephone number, including area code)

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

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

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

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

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

Item 2.02.

Results of Operations and Financial Condition.

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

On January 29, 2013, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the fourth 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 9.01.

Financial Statements and Exhibits.

(d)	Exhibits.


Exhibit No.		Description

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

*99.2		Press release dated January 29, 2013.

*	Filed herewith.

SIGNATURES

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


	BOSTON PROPERTIES, INC.

Date: January 29, 2013	By:	/s/ Michael E. LaBelle
		Michael E. LaBelle
		Senior Vice President, Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

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

*99.2		Press release dated January 29, 2013.

*	Filed herewith.

<![CDATA[Supplemental Operating & Financial Data]]>

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended December 31, 2012

Boston Properties, Inc.

Fourth 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, national and international 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: One Freedom Square, Washington, DC)

Boston Properties, Inc.

Fourth 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 four 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, successful mixed use complexes, suburban office centers and build-to-suit projects for the U.S. government and a diverse array of creditworthy tenants.

Management

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

Strategy

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

•

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

•

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

•

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

•

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

•

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

•

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

Snapshot

(as of December 31, 2012)


Corporate Headquarters		Boston, Massachusetts
Markets		Boston, New York, Princeton, San Francisco and Washington, DC
Fiscal Year-End		December 31
Total Properties (includes unconsolidated joint ventures, other than the Value-Added Fund)		157
Total Square Feet (includes unconsolidated joint ventures, other than the Value-Added Fund, and structured parking)		60.3 million
Common Shares and Units Outstanding (as converted, but excluding outperformance plan units)		170.3 million
Dividend - Quarter/Annualized		$0.65/$2.60
Dividend Yield		2.46%
Total Combined Market Capitalization		$28.4 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A - (S&P)

Boston Properties, Inc.

Fourth Quarter 2012

INVESTOR INFORMATION


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

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

Zoë Baird Budinger Director, Chair of Nominating & Corporate Governance Committee	Alan J. Patricof 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

Carol B. Einiger Director	Martin Turchin Director	Bryan J. Koop Senior Vice President and Regional Manager of Boston	Michael R. Walsh Senior Vice President, Finance

Dr. Jacob A. Frenkel Director	David A. Twardock Director, Chair of Compensation Committee	Mitchell S. Landis Senior Vice President and Regional Manager of Princeton	Arthur S. Flashman 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 Boston, MA 02199	Stock Exchange Listing	800 Boylston Street, Suite 1900 Boston, MA 02199	Michael Walsh, Senior Vice President, Finance
(t) 617.236.3300	New York Stock Exchange	(t) 617.236.3322	at 617.236.3410 or
(f) 617.236.3311		(f) 617.236.3311 www.bostonproperties.com	mwalsh@bostonproperties.com
			Arista Joyner, Investor Relations Manager
			at 617.236.3343 or
			ajoyner@bostonproperties.com


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

	Q4 2012			Q3 2012			Q2 2012			Q1 2012			Q4 2011
High Closing Price	$	111.46		$	116.07		$	109.75		$	107.57		$	101.59
Low Closing Price	$	100.03		$	108.45		$	99.03		$	97.49		$	84.72
Average Closing Price	$	105.70		$	111.48		$	104.47		$	102.95		$	94.31
Closing Price, at the end of the quarter	$	105.81		$	110.61		$	108.37		$	104.99		$	99.60
Dividends per share - annualized	$	2.60		$	2.20		$	2.20		$	2.20		$	2.20
Closing dividend yield - annualized		2.46	%		1.99	%		2.03	%		2.10	%		2.21	%
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding outperformance plan units) (thousands) (1)		170,265			170,264			170,266			168,956			167,733
Closing market value of outstanding shares and units (thousands)	$	18,076,824		$	18,893,986		$	18,451,727		$	17,738,690		$	16,706,207

(1)

For additional detail, see page 12.


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

First Quarter 2013		Tentatively April 30, 2013
Second Quarter 2013		Tentatively July 30, 2013
Third Quarter 2013		Tentatively October 28, 2013
Fourth Quarter 2013		Tentatively January 28, 2014

Boston Properties, Inc.

Fourth Quarter 2012

RESEARCH COVERAGE



Equity Research Coverage		Debt Research Coverage	Rating Agencies

John Eade Argus Research Company 212.427.7500 Jeffrey Spector / Jamie Feldman Bank of America Merrill Lynch 212.449.6329 / 212.449.6339 Ross Smotrich / Michael Lewis Barclays Capital 212.526.2306 / 212.526.3098 David Toti / Evan Smith Cantor Fitzgerald 212-829-5224 / 215-915-1220 Michael Bilerman / Joshua Attie Citigroup Global Markets 212.816.1383 / 212.816.1685 James Sullivan Cowen and Company 646.562.1380 John Perry / Vin Chao Deutsche Bank Securities 212.250.4912 / 212.250.6799 Sheila McGrath / Nathan Crossett Evercore Partners 212.497.0882 / 212.497.0870 Michael Knott / Jed Reagan Green Street Advisors 949.640.8780 / 949.640.8780 David Harris Imperial Capital 212.351.9429 Steve Sakwa / George Auerbach ISI Group 212.446.9462 / 212.446.9459	Omotayo Okusanya Jefferies & Co. 212.336.7076 Mitch Germain JMP Securities 212.906.3546 Anthony Paolone / Joseph Dazio J.P. Morgan Securities 212.622.6682 / 212.622.6416 Jordan Sadler / Craig Mailman KeyBanc Capital Markets 917.368.2280 / 917.368.2316 Robert Stevenson Macquarie Research 212.857.6168 Paul Morgan Morgan Stanley 415.576.2637 Rich Moore / Mike Carroll RBC Capital Markets 440.715.2646 / 440.715.2649 David Rodgers / Matthew Spencer RW Baird 216.737.7341 / 414.298.5053 Alexander Goldfarb / James Milam Sandler O’Neill & Partners 212.466.7937 / 212.466.8066 John Guinee / Erin Aslakson Stifel, Nicolaus & Company 443.224.1307 / 443.224.1350 Ross Nussbaum UBS Securities 212.713.2484	Tom Truxillo Bank of America Merrill Lynch 980.386.5212 Thomas Cook Citi Investment Research 212.723.1112 John Giordano Credit Suisse Securities 212.538.4935 Mark Streeter J.P. Morgan Securities 212.834.5086 Thierry Perrein / Jason Jones Wells Fargo 704.715.8455 / 704.715.7932	George Hoglund Fitch Ratings 212.908.9149 Karen Nickerson Moody’s Investors Service 212.553.4924 Susan Madison Standard & Poor’s 212.438.4516

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

Boston Properties, Inc.

Fourth Quarter 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-Dec-12			30-Sep-12			30-Jun-12			31-Mar-12			31-Dec-11
Selected Items:
Revenue	$	485,405		$	471,562		$	473,521		$	445,779		$	450,528
Straight-line rent (1)	$	19,933		$	21,351		$	21,386		$	21,902		$	21,404
Fair value lease revenue (1) (2)	$	16,055		$	16,982		$	17,440		$	17,863		$	19,756
Revenue from residential properties	$	5,555		$	5,496		$	5,036		$	5,556		$	3,588
Company share of funds from operations from unconsolidated joint ventures	$	28,727		$	30,633		$	44,704		$	34,842		$	36,138
Lease termination fees (included in revenue) (1)	$	2,395		$	1,779		$	16,258		$	3,387		$	7,168
Ground rent expense (3)	$	4,981		$	5,003		$	5,023		$	8,224		$	4,897
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment	$	7,043		$	6,930		$	6,820		$	8,264		$	9,815
Capitalized interest	$	12,869		$	10,131		$	10,077		$	11,201		$	12,188
Capitalized wages	$	3,948		$	2,778		$	3,309		$	2,668		$	2,856
Operating Margins [(rental revenue - rental expense)/rental revenue] (4)		65.5	%		64.5	%		66.1	%		65.4	%		66.3	%
Gains (losses) from early extinguishments of debt	$	—		$	(5,494	)	$	274		$	767		$	(1,494	)
Net income attributable to Boston Properties, Inc.	$	65,400		$	57,249		$	118,559		$	48,454		$	101,644
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	192,462		$	175,779		$	206,474		$	166,729		$	179,298
FFO per share - diluted	$	1.27		$	1.15		$	1.36		$	1.12		$	1.21
Net income attributable to Boston Properties, Inc. per share - basic	$	0.43		$	0.38		$	0.79		$	0.33		$	0.69
Net income attributable to Boston Properties, Inc. per share - diluted	$	0.43		$	0.38		$	0.78		$	0.33		$	0.69
Dividends per common share	$	0.65		$	0.55		$	0.55		$	0.55		$	0.55
Funds available for distribution to common shareholders and common unitholders (FAD) (5)	$	147,392		$	128,710		$	174,575		$	119,696		$	103,460
Ratios:
Interest Coverage Ratio (excluding capitalized interest) - cash basis (6)		3.11			2.84			3.36			2.87			2.99
Interest Coverage Ratio (including capitalized interest) - cash basis (6)		2.74			2.57			3.03			2.56			2.64
FFO Payout Ratio (7)		51.18	%		47.83	%		40.44	%		49.11	%		45.45	%
FAD Payout Ratio (8)		74.55	%		72.22	%		53.24	%		77.05	%		88.41	%

	31-Dec-12			30-Sep-12			30-Jun-12			31-Mar-12			31-Dec-11
Capitalization:
Common Stock Price @ Quarter End	$	105.81		$	110.61		$	108.37		$	104.99		$	99.60
Equity Value @ Quarter End	$	18,076,824		$	18,893,986		$	18,451,727		$	17,738,690		$	16,706,207
Total Consolidated Debt	$	8,912,369		$	8,675,858		$	8,921,207		$	7,985,626		$	8,704,138
Total Consolidated Market Capitalization	$	26,989,193		$	27,569,844		$	27,372,934		$	25,724,316		$	25,410,345
Total Consolidated Debt/Total Consolidated Market Capitalization (9)		33.02	%		31.47	%		32.59	%		31.04	%		34.25	%
BXP’s Share of Joint Venture Debt	$	1,445,346		$	1,442,631		$	1,440,541		$	1,436,587		$	1,433,687
Total Combined Debt	$	10,357,715		$	10,118,489		$	10,361,748		$	9,422,213		$	10,137,825
Total Combined Market Capitalization (10)	$	28,434,539		$	29,012,475		$	28,813,475		$	27,160,903		$	26,844,032
Total Combined Debt/Total Combined Market Capitalization (10) (11)		36.43	%		34.88	%		35.96	%		34.69	%		37.77	%

(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 $12,761, $13,122, $12,824, $12,124 and $12,084 for the three months ended December 31, 2012, September 30, 2012, June 30, 2012, March 31, 2012 and December 31, 2011, respectively.

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

(6)	For additional detail, see page 11.

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

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

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

(10)	For additional detail, see page 12.

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

Boston Properties, Inc.

Fourth Quarter 2012

CONSOLIDATED BALANCE SHEETS (*)

(unaudited and in thousands)


	31-Dec-12			30-Sep-12			30-Jun-12			31-Mar-12			31-Dec-11
ASSETS
Real estate	$	13,581,454		$	13,183,754		$	13,161,405		$	12,955,061		$	12,303,965
Construction in progress (1)		1,036,780			937,475			732,734			870,006			818,685
Land held for future development		275,094			273,922			270,169			268,030			266,822
Less accumulated depreciation		(2,934,160	)		(2,853,319	)		(2,791,211	)		(2,732,434	)		(2,642,986	)

Total real estate		11,959,168			11,541,832			11,373,097			11,360,663			10,746,486
Cash and cash equivalents		1,041,978			1,223,215			1,671,997			591,196			1,823,208
Cash held in escrows		55,181			32,926			32,265			31,219			40,332
Marketable securities		12,172			11,792			11,036			11,193			9,548
Tenant and other receivables, net		69,555			45,076			43,544			68,312			79,838
Related party notes receivable (2)		282,491			282,206			282,416			281,177			280,442
Interest receivable from related party notes receivable (2)		104,816			102,122			98,866			95,126			89,854
Accrued rental income, net		598,199			580,013			560,360			541,915			522,675
Deferred charges, net		588,235			535,077			504,689			501,202			445,403
Prepaid expenses and other assets		90,610			132,358			41,619			73,319			75,458
Investments in unconsolidated joint ventures		659,916			664,690			670,653			667,377			669,722

Total assets	$	15,462,321		$	15,151,307		$	15,290,542		$	14,222,699		$	14,782,966

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	3,102,485		$	2,873,686		$	2,902,125		$	2,971,760		$	3,123,267
Unsecured senior notes, net of discount		4,639,528			4,639,217			4,863,413			3,865,369			3,865,186
Unsecured exchangeable senior notes, net of discount		1,170,356			1,162,955			1,155,669			1,148,497			1,715,685
Unsecured line of credit		—			—			—			—			—
Accounts payable and accrued expenses		199,102			193,684			163,688			165,633			155,139
Dividends and distributions payable		110,488			93,461			93,353			92,615			91,901
Accrued interest payable		72,461			101,874			65,188			100,595			69,105
Other liabilities		324,613			309,231			308,581			325,053			293,515

Total liabilities		9,619,033			9,374,108			9,552,017			8,669,522			9,313,798

Commitments and contingencies		—			—			—			—			—

Noncontrolling interests:
Redeemable preferred units of the Operating Partnership		110,876			110,876			51,537			51,537			55,652

Redeemable interest in property partnership		97,558			—			—			—			—

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, 151,601,209, 150,856,237, 150,715,702, 149,384,341 and 148,107,611 outstanding, respectively		1,516			1,509			1,507			1,494			1,481
Additional paid-in capital		5,222,073			5,194,520			5,184,671			5,050,526			4,936,457
Dividends in excess of earnings		(109,985	)		(76,830	)		(51,152	)		(86,787	)		(53,080	)
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(13,817	)		(14,379	)		(14,978	)		(15,558	)		(16,138	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,097,065			5,102,098			5,117,326			4,946,953			4,865,998
Noncontrolling interests:
Common units of the Operating Partnership		539,753			566,077			571,222			555,954			548,581
Property partnerships		(1,964	)		(1,852	)		(1,560	)		(1,267	)		(1,063	)

Total equity		5,634,854			5,666,323			5,686,988			5,501,640			5,413,516

Total liabilities and equity	$	15,462,321		$	15,151,307		$	15,290,542		$	14,222,699		$	14,782,966

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

(2)

The notes receivable consist of (1) a partner loan from the Company to the unconsolidated joint venture entity that owns 767 Fifth Avenue (The GM 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 $12.5 million had been advanced as of December 31, 2012. The unconsolidated entities have corresponding notes payable to the Company, see pages 17 and 18.

(*)

The servicer of the non-recourse mortgage loan in the amount of $25.0 million collateralized by the Company’s Montvale Center property located in Gaithersburg, Maryland foreclosed on the property on January 31, 2012. As a result of the foreclosure, the Company recognized a gain on forgiveness of debt during the first quarter of 2012 totaling approximately $15.8 million, net of noncontrolling interests’ share of approximately $2.0 million. Due to a procedural error of the trustee, the foreclosure sale was subsequently dismissed by the applicable court prior to ratification. As a result, the Company has revised its financial statements to reflect the property and related mortgage debt on its consolidated balance sheet at December 31, 2012 and has reversed the gain on forgiveness of debt and recognized the operating activity from the property within its quarterly consolidated statement of operations. A subsequent foreclosure sale occurred on December 21, 2012, and ratification by the applicable court is pending. Once ratified, the Company will recognize a gain on forgiveness of debt. These events have no impact on the cash flows of the Company.

Boston Properties, Inc.

Fourth Quarter 2012

CONSOLIDATED INCOME STATEMENTS (*)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	31-Dec-12			30-Sep-12			30-Jun-12			31-Mar-12			31-Dec-11
Revenue
Rental
Base Rent	$	382,934		$	371,123		$	372,875		$	356,601		$	357,024
Recoveries from tenants		59,825			59,986			57,509			51,787			51,929
Parking and other		22,612			23,070			23,524			22,429			21,217

Total rental revenue		465,371			454,179			453,908			430,817			430,170
Hotel revenue		11,691			9,359			10,049			6,816			11,632
Development and management services		8,343			8,024			9,564			8,146			8,726

Total revenue		485,405			471,562			473,521			445,779			450,528

Expenses
Operating		95,383			95,734			92,515			89,397			87,461
Real estate taxes		73,750			73,600			69,696			67,288			65,533
Hotel operating		8,519			6,886			6,616			6,099			8,076
General and administrative (1) (2)		15,940			19,757			19,066			27,619			19,329
Transaction costs		401			1,140			8			2,104			80
Depreciation and amortization		120,550			111,554			111,832			109,132			108,511

Total expenses		314,543			308,671			299,733			301,639			288,990

Operating income		170,862			162,891			173,788			144,140			161,538
Other income (expense)
Income from unconsolidated joint ventures (3)		6,949			9,217			21,191			11,721			57,712
Interest and other income		2,062			4,001			2,382			1,646			1,179
Gains (losses) from investments in securities (1)		187			587			(186	)		801			38
Interest expense		(103,452	)		(105,680	)		(100,550	)		(103,882	)		(103,967	)
Gains (losses) from early extinguishments of debt		—			(5,494	)		274			767			(1,494	)

Income from continuing operations		76,608			65,522			96,899			55,193			115,006
Discontinued operations
Income from discontinued operations (4)		—			—			398			642			437
Gain on sale of real estate from discontinued operations (4)		—			—			36,877			—			—

Net income		76,608			65,522			134,174			55,835			115,443
Net income attributable to noncontrolling interests
Noncontrolling interest in property partnerships		(2,331	)		(458	)		(457	)		(546	)		(440	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(1,057	)		(874	)		(765	)		(801	)		(842	)
Noncontrolling interest - common units of the Operating Partnership (5)		(7,820	)		(6,941	)		(10,299	)		(5,965	)		(12,470	)
Noncontrolling interest in discontinued operations - common units of the Operating Partnership (5)		—			—			(4,094	)		(69	)		(47	)

Net income attributable to Boston Properties, Inc.	$	65,400		$	57,249		$	118,559		$	48,454		$	101,644

INCOME PER SHARE OF COMMON STOCK (EPS)
Net income attributable to Boston Properties, Inc. per share - basic	$	0.43		$	0.38		$	0.79		$	0.33		$	0.69

Net income attributable to Boston Properties, Inc. per share - diluted	$	0.43		$	0.38		$	0.78		$	0.33		$	0.69

(1)

Gains (losses) from investments in securities includes $187, $587, $(186), $801 and $38 and general and administrative expense includes $(187), $(597), $349, $(825) and $(38) for the three months ended December 31, 2012, September 30, 2012, June 30, 2012, March 31, 2012 and December 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 resulting from the resignation of the Company’s Chief Operating Officer.

(3)

For the three months ended September 30, 2012, income from unconsolidated joint ventures includes the gain on sale of the Value-Added Fund’s 300 Billerica Road property totaling approximately $0.2 million. 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)

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

(5)

Equals noncontrolling interest - common units of the Operating Partnership’s share of 10.39%, 10.48%, 10.54%, 10.67% and 10.77% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended December 31, 2012, September 30, 2012, June 30, 2012, March 31, 2012 and December 31, 2011, respectively.

(*)

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

Boston Properties, Inc.

Fourth Quarter 2012

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	31-Dec-12		30-Sep-12		30-Jun-12		31-Mar-12		31-Dec-11
Net income attributable to Boston Properties, Inc.	$	65,400	$	57,249	$	118,559	$	48,454	$	101,644
Add:
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—		—		4,094		69		47
Noncontrolling interest - common units of the Operating Partnership		7,820		6,941		10,299		5,965		12,470
Noncontrolling interest - redeemable preferred units of the Operating Partnership		1,057		874		765		801		842
Noncontrolling interests in property partnerships		2,331		458		457		546		440
Less:
Income from discontinued operations		—		—		398		642		437
Gain on sale of real estate from discontinued operations		—		—		36,877		—		—

Income from continuing operations		76,608		65,522		96,899		55,193		115,006
Add:
Real estate depreciation and amortization (1)		142,029		132,887		135,219		132,618		133,415
Income from discontinued operations		—		—		398		642		437
Less:
Gains on sales of real estate included within income from unconsolidated joint ventures (2)		—		248		—		—		46,166
Noncontrolling interests in property partnerships’ share of funds from operations		2,795		923		956		1,010		904
Noncontrolling interest - redeemable preferred units of the Operating Partnership		1,057		874		765		801		842

Funds from operations (FFO) attributable to the Operating Partnership		214,785		196,364		230,795		186,642		200,946
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		22,323		20,585		24,321		19,913		21,648

FFO attributable to Boston Properties, Inc. (3)	$	192,462	$	175,779	$	206,474	$	166,729	$	179,298

FFO per share - basic	$	1.27	$	1.17	$	1.37	$	1.12	$	1.21

Weighted average shares outstanding - basic		151,006		150,801		150,312		148,343		147,732

FFO per share - diluted	$	1.27	$	1.15	$	1.36	$	1.12	$	1.21

Weighted average shares outstanding - diluted		152,708		153,310		152,047		150,140		149,435

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $120,550, $111,554, $111,832, $109,132 and $108,511, our share of unconsolidated joint venture real estate depreciation and amortization of $21,778, $21,664, $23,513, $23,121 and $24,592, and depreciation and amortization from discontinued operations of $0, $0, $243, $733 and $670, less corporate related depreciation of $299, $331, $369, $368 and $358 for the three months ended December 31, 2012, September 30, 2012, June 30, 2012, March 31, 2012 and December 31, 2011, respectively.

(2)

For the three months ended September 30, 2012, consists of the gain on sale of the Value-Added Fund’s 300 Billerica Road property included within income from unconsolidated joint ventures in the Company’s consolidated statements of operations. 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 December 31, 2012, September 30, 2012, June 30, 2012, March 31, 2012 and December 31, 2011 was 89.61%, 89.52%, 89.46%, 89.33% and 89.23%, respectively.

Boston Properties, Inc.

Fourth Quarter 2012

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	December 31, 2012				September 30, 2012				June 30, 2012				March 31, 2012				December 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	$	214,785		168,521	$	196,364		168,461	$	230,795		168,018	$	186,642		166,060	$	200,946		165,569
Effect of Dilutive Securities
Convertible Preferred Units		749		1,307		764		1,327		765		1,353		801		1,394		842		1,461
Stock based compensation and exchangeable senior notes		—		395		—		1,182		—		382		—		403		—		242

Diluted FFO	$	215,534		170,223	$	197,128		170,970	$	231,560		169,753	$	187,443		167,857	$	201,788		167,272
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of diluted funds from operations		22,177		17,515		20,361		17,660		24,152		17,706		19,784		17,717		21,517		17,837

Company’s share of diluted FFO (1)	$	193,357		152,708	$	176,767		153,310	$	207,408		152,047	$	167,659		150,140	$	180,271		149,435

FFO per share - basic	$	1.27			$	1.17			$	1.37			$	1.12			$	1.21

FFO per share - diluted	$	1.27			$	1.15			$	1.36			$	1.12			$	1.21

(1)	Based on weighted average diluted shares for the quarter. The Company’s share for the quarter ended December 31, 2012, September 30, 2012, June 30, 2012, March 31, 2012 and December 31, 2011 was 89.71%, 89.67%, 89.57%, 89.45% and 89.34%, respectively.

Boston Properties, Inc.

Fourth Quarter 2012


*Funds Available for Distribution (FAD)* *(in thousands)*
	Three Months Ended
	31-Dec-12			30-Sep-12			30-Jun-12			31-Mar-12			31-Dec-11
Basic FFO (see page 9)	$	214,785		$	196,364		$	230,795		$	186,642		$	200,946
2nd generation tenant improvements and leasing commissions		(34,815	)		(40,116	)		(36,519	)		(50,678	)		(60,564	)
Straight-line rent (1)		(19,933	)		(21,351	)		(21,386	)		(21,902	)		(21,404	)
Recurring capital expenditures		(10,711	)		(6,262	)		(5,005	)		(1,796	)		(18,299	)
Fair value interest adjustment (1)		(143	)		1,335			1,292			202			(80	)
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment		7,043			6,930			6,820			8,264			9,815
Fair value lease revenue (1) (2)		(16,055	)		(16,982	)		(17,440	)		(17,863	)		(19,756	)
Hotel improvements, equipment upgrades and replacements		(214	)		(305	)		(190	)		(187	)		(799	)
Straight-line ground rent expense adjustment (3)		1,838			1,838			1,838			5,032			1,788
Non real estate depreciation		299			331			369			368			358
Stock-based compensation (4)		4,820			6,746			6,755			11,358			5,970
Non-cash losses (gains) from early extinguishments of debt		—			196			(282	)		(914	)		1,494
Non-cash termination adjustment (including fair value lease amounts)		155			(154	)		4,938			56			(573	)
Partners’ share of joint venture 2nd generation tenant improvement and leasing commissions		323			140			2,590			1,114			4,564

Funds available for distribution to common shareholders and common unitholders (FAD)	$	147,392		$	128,710		$	174,575		$	119,696		$	103,460

Interest Coverage Ratios

(in thousands, except for ratio amounts)


	Three Months Ended
	31-Dec-12			30-Sep-12			30-Jun-12			31-Mar-12			31-Dec-11
*Excluding Capitalized Interest*
Income from continuing operations	$	76,608		$	65,522		$	96,899		$	55,193		$	115,006
Interest expense		103,452			105,680			100,550			103,882			103,967
Depreciation and amortization expense		120,550			111,554			111,832			109,132			108,511
Depreciation and amortization expense from unconsolidated joint ventures		21,778			21,664			23,513			23,121			24,592
Gains on sales of real estate included within income from unconsolidated joint ventures
		—			(248	)		—			—			(46,166	)
Depreciation and amortization expense - discontinued operations		—			—			243			733			670
Income (loss) from discontinued operations		—			—			398			642			437
Non-cash losses (gains) from early extinguishments of debt		—			196			(282	)		(914	)		1,494
Non-cash termination adjustment (including fair value lease amounts)		155			(154	)		4,938			56			(573	)
Stock-based compensation		4,820			6,746			6,755			11,358			5,970
Straight-line ground rent expense adjustment (3)		1,838			1,838			1,838			5,032			1,788
Straight-line rent (1)		(19,933	)		(21,351	)		(21,386	)		(21,902	)		(21,404	)
Fair value lease revenue (1) (2)		(16,055	)		(16,982	)		(17,440	)		(17,863	)		(19,756	)

Subtotal		293,213			274,465			307,858			268,470			274,536
Divided by:

Adjusted interest expense (5) (6)		94,212			96,593			91,670			93,523			91,929
Interest Coverage Ratio		3.11			2.84			3.36			2.87			2.99

*Including Capitalized Interest*
Income from continuing operations	$	76,608		$	65,522		$	96,899		$	55,193		$	115,006
Interest expense		103,452			105,680			100,550			103,882			103,967
Depreciation and amortization expense		120,550			111,554			111,832			109,132			108,511
Depreciation and amortization expense from unconsolidated joint ventures		21,778			21,664			23,513			23,121			24,592
Gains on sales of real estate included within income from unconsolidated joint ventures
		—			(248	)		—			—			(46,166	)
Depreciation and amortization expense - discontinued operations		—			—			243			733			670
Loss from discontinued operations		—			—			398			642			437
Non-cash losses (gains) from early extinguishments of debt		—			196			(282	)		(914	)		1,494
Non-cash termination adjustment (including fair value lease amounts)		155			(154	)		4,938			56			(573	)
Stock-based compensation		4,820			6,746			6,755			11,358			5,970
Straight-line ground rent expense adjustment (3)		1,838			1,838			1,838			5,032			1,788
Straight-line rent (1)		(19,933	)		(21,351	)		(21,386	)		(21,902	)		(21,404	)
Fair value lease revenue (1) (2)		(16,055	)		(16,982	)		(17,440	)		(17,863	)		(19,756	)

Subtotal		293,213			274,465			307,858			268,470			274,536
Divided by:

Adjusted interest expense (5) (6) (7)		107,081			106,724			101,747			104,724			104,117
Interest Coverage Ratio		2.74			2.57			3.03			2.56			2.64

(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 resulting from the acceleration of vesting of the Company’s Chief Operating Officer’s stock-based compensation awards associated with his resignation.

(5)	Excludes the impact of the ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment of $7,043, $6,930, $6,820, $8,264 and $9,815 for the three months ended December 31, 2012, September 30, 2012, June 30, 2012, March 31, 2012 and December 31, 2011, respectively.

(6)	Excludes amortization of financing costs of $2,197, $2,157, $2,060, $2,095 and $2,223 for the three months ended December 31, 2012, September 30, 2012, June 30, 2012, March 31, 2012 and December 31, 2011, respectively.

(7)	Includes capitalized interest of $12,869, $10,131, $10,077, $11,201 and $12,188 for the three months ended December 31, 2012, September 30, 2012, June 30, 2012, March 31, 2012 and December 31, 2011, respectively.

Boston Properties, Inc.

Fourth Quarter 2012

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal
	December 31, 2012
Mortgage Notes Payable	$	3,063,841
Unsecured Line of Credit		—
Unsecured Senior Notes, at face value		4,650,000
Unsecured Exchangeable Senior Notes, at face value		1,197,500
Total Debt		8,911,341
Fair Value Adjustment on Mortgage Notes Payable		38,644
Discount on Unsecured Senior Notes		(10,472	)
Discount on Unsecured Exchangeable Senior Notes		(1,653	)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment (1)		(25,491	)

Total Consolidated Debt	$	8,912,369

Boston Properties Limited Partnership Unsecured Senior Notes


Settlement Date		6/11/2012			11/10/2011			11/18/2010			4/19/2010			10/9/2009			5/22/2003			3/18/2003			Total/Average
Original Principal Amount	$	1,000,000		$	850,000		$	850,000		$	700,000		$	700,000		$	250,000		$	300,000		$	4,650,000
Principal Amount at Quarter End	$	1,000,000		$	850,000		$	850,000		$	700,000		$	700,000		$	250,000		$	300,000		$	4,650,000
Yield (on issue date)		3.954	%		3.853	%		4.289	%		5.708	%		5.967	%		5.194	%		5.693	%		4.74	%
Coupon		3.850	%		3.700	%		4.125	%		5.625	%		5.875	%		5.000	%		5.625	%		4.62	%
Public Offering Price		99.779	%		99.767	%		99.260	%		99.891	%		99.931	%		99.329	%		99.898	%		99.71	%
Ratings:
Moody’s		Baa2	(stable)		Baa2	(stable)		Baa2	(stable)		Baa2	(stable)		Baa2	(stable)		Baa2	(stable)		Baa2	(stable)
S&P		A-	(stable)		A-	(stable)		A-	(stable)		A-	(stable)		A-	(stable)		A-	(stable)		A-	(stable)
Fitch		BBB	(stable)		BBB	(stable)		BBB	(stable)		BBB	(stable)		BBB	(stable)		BBB	(stable)		BBB	(stable)
Maturity Date		2/1/2023			11/15/2018			5/15/2021			11/15/2020			10/15/2019			6/1/2015			4/15/2015
Discount	$	2,098		$	1,691		$	5,225		$	601		$	358		$	403		$	96		$	10,472

Unsecured Senior Notes, net of discount	$	997,902		$	848,309		$	844,775		$	699,399		$	699,642		$	249,597		$	299,904		$	4,639,528

Boston Properties Limited Partnership Unsecured Exchangeable Senior Notes


Settlement Date		8/19/2008			4/6/2006			Total/Average
Original Principal Amount	$	747,500		$	450,000		$	1,197,500
Principal Amount at Quarter End	$	747,500		$	450,000		$	1,197,500
Yield (on issue date)		4.037	%		3.787	%		3.94	%
GAAP Yield		6.555	%		5.958	%		6.33	%
Coupon		3.625	%		3.750	%
Exchange Rate		8.5051			10.0066
Exchange Price	$	134.70	(2)	$	99.93
Diluted share impact for the current quarter		—			246			246
First Optional Redemption Date		N/A			5/18/2013
Maturity Date		2/15/2014			5/15/2036
Discount	$	1,653		$	—		$	1,653
ASC 470-20 (FSP APB 14-1) Adjustment (1)	$	21,833		$	3,658		$	25,491

Unsecured Senior Exchangeable Notes	$	724,014		$	446,342		$	1,170,356

Equity

(in thousands)


	Shares/Units Outstanding as of 12/31/2012		Common Stock Equivalents			Equivalent Value (3)
Common Stock		151,601		151,601	(4)	$	16,040,902
Common Operating Partnership Units		17,357		17,357	(5)	$	1,836,544
Series Two Preferred Operating Partnership Units		996		1,307		$	138,302
Series Four Preferred Operating Partnership Units		1,222		—		$	61,076	(6)

Total Equity				170,265		$	18,076,824

Total Consolidated Debt						$	8,912,369

Total Consolidated Market Capitalization						$	26,989,193

BXP’s share of Joint Venture Debt						$	1,445,346	(7)
Total Combined Debt (8)						$	10,357,715

Total Combined Market Capitalization (9)						$	28,434,539

(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 date or, in the case of the exchangeable senior notes due 2014, the maturity date) as additional non-cash interest expense.

(2)

The initial exchange rate is 8.5051 shares per $1,000 principal amount of the notes (or an initial exchange price of approximately $117.58 per share of Boston Properties, Inc.’s common stock). In addition, the Company entered into capped call transactions with affiliates of certain of the initial purchasers, which are intended to reduce the potential dilution upon future exchange of the notes. The capped call transactions are expected to have the effect of increasing the effective exchange price to the Company of the notes from $117.58 to approximately $137.17 per share (subject to adjustments), representing an overall effective premium of approximately 40% over the closing price on August 13, 2008 of $97.98 per share of Boston Properties, Inc.’s common stock. The net cost of the capped call transactions was approximately $44.4 million. As of December 31, 2012, the exchange price was $134.70 per share.

(3)	Values based on December 31, 2012 closing price of $105.81 per share of common stock, except for the Series Four Preferred Operating Partnership Units which have been valued at the liquidation preference of $50.00 per unit (see Note 6 below).

(4)	Includes 55 shares of restricted stock.

(5)	Includes 1,303 long-term incentive plan units, but excludes 800 unvested outperformance plan units.

(6)

In connection with the acquisition of 680 Folsom Street in San Francisco on August 29, 2012, the Company’s Operating Partnership issued 1,588 Series Four Preferred Units to the sellers as a portion of the consideration paid. The Series Four Preferred Units are not convertible into or exchangeable for any common equity of the Company or Operating Partnership, have a per unit liquidation preference of $50.00 and are entitled to receive quarterly distributions of $0.25 per unit (or an annual rate of 2%). On August 31, 2012, a holder redeemed 366 Series Four Preferred Units for cash totaling approximately $18.3 million.

(7)	Excludes the Company’s share ($282,491) of partner loans made to unconsolidated joint ventures.

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

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

Boston Properties, Inc.

Fourth Quarter 2012

DEBT ANALYSIS (1)

Debt Maturities and Principal Payments

as of December 31, 2012

(in thousands)


	2013			2014			2015			2016			2017			Thereafter			Total
Floating Rate Debt
Mortgage Notes Payable	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Unsecured Line of Credit		—			—			—			—			—			—			—

Total Floating Debt	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Fixed Rate Debt
Mortgage Notes Payable	$	105,313		$	87,757		$	26,182		$	608,879		$	1,521,750		$	713,960		$	3,063,841
Fair Value Adjustment		10,582			10,433			10,792			6,475			362			—			38,644

Mortgage Notes Payable		115,895			98,190			36,974			615,354			1,522,112			713,960			3,102,485

Unsecured Exchangeable Senior Notes, net of discount		450,000	(2)		745,847			—			—			—			—			1,195,847
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(23,053	)		(2,438	)		—			—			—			—			(25,491	)

Unsecured Exchangeable Senior Notes		426,947			743,409			—			—			—			—			1,170,356

Unsecured Senior Notes, net of discount		—			—			549,501			—			—			4,090,027			4,639,528

Total Fixed Debt	$	542,842		$	841,599		$	586,475		$	615,354		$	1,522,112		$	4,803,987		$	8,912,369

Total Consolidated Debt	$	542,842		$	841,599		$	586,475		$	615,354		$	1,522,112		$	4,803,987		$	8,912,369

GAAP Weighted Average Floating Rate Debt		—			—			—			—			—			—			—
GAAP Weighted Average Fixed Rate Debt		6.09	%		6.46	%		5.48	%		5.26	%		5.29	%		4.69	%		5.13	%

Total GAAP Weighted Average Rate		6.09	%		6.46	%		5.48	%		5.26	%		5.29	%		4.69	%		5.13	%

Total Stated Weighted Average Rate		4.50	%		4.02	%		5.40	%		6.42	%		5.53	%		4.61	%		4.89	%

Unsecured Debt

Unsecured Line of Credit—Matures June 24, 2014

(in thousands)


Facility	Outstanding at 12/31/2012	Letters of Credit	Remaining Capacity at 12/31/2012
$ 750,000	$ —	$14,832	$735,168

Unsecured and Secured Debt Analysis


	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Unsecured Debt		65.19	%		4.49	%		5.06	%		6.0	years
Secured Debt		34.81	%		5.65	%		5.27	%		5.2	years

Total Consolidated Debt		100.00	%		4.89	%		5.13	%		5.7	years


*Floating and Fixed Rate Debt Analysis*

	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Floating Rate Debt		—			—			—			—	years
Fixed Rate Debt		100.00	%		4.89	%		5.13	%		5.7	years

Total Consolidated Debt		100.00	%		4.89	%		5.13	%		5.7	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.

Fourth Quarter 2012

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

as of December 31, 2012

(in thousands)


Property	2013			2014			2015			2016			2017			Thereafter			Total
599 Lexington Avenue	$	—		$	—		$	—		$	—		$	750,000		$	—		$	750,000
601 Lexington Avenue		2,747			11,321			11,870			12,447			13,051			673,564			725,000
John Hancock Tower and Garage		—			—			—			—			640,500			—			640,500	(2)
Embarcadero Center Four		5,131			5,452			5,794			348,886			—			—			365,263
Fountain Square (50% ownership)		—			—			—			211,250			—			—			211,250	(2)
505 9th Street (50% ownership)		2,307			2,441			2,585			2,737			113,596			—			123,666
New Dominion Technology Park, Building Two		—			63,000			—			—			—			—			63,000
140 Kendrick Street		47,888			—			—			—			—			—			47,888	(2)
New Dominion Technology Park, Building One		2,140			2,304			2,481			2,672			2,878			32,943			45,418
Kingstowne Two and Retail		1,730			1,837			1,950			29,277			—			—			34,794	(2)
Montvale Center		25,000			—			—			—			—			—			25,000	(3)
Kingstowne One		17,062			—			—			—			—			—			17,062	(2)
University Place		1,308			1,402			1,502			1,610			1,725			7,453			15,000

		105,313			87,757			26,182			608,879			1,521,750			713,960			3,063,841

Aggregate Fair Value Adjustments		10,582			10,433			10,792			6,475			362			—			38,644

		115,895			98,190			36,974			615,354			1,522,112			713,960			3,102,485

Unsecured Exchangeable Senior Notes, net of discount		450,000	(4)		745,847			—			—			—			—			1,195,847
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(23,053	)		(2,438	)		—			—			—			—			(25,491	)

		426,947			743,409			—			—			—			—			1,170,356

Unsecured Senior Notes, net of discount		—			—			549,501			—			—			4,090,027			4,639,528
Unsecured Line of Credit		—			—			—			—			—			—			—	(5)

	$	542,842		$	841,599		$	586,475		$	615,354		$	1,522,112		$	4,803,987		$	8,912,369

% of Total Consolidated Debt		6.09	%		9.44	%		6.58	%		6.91	%		17.08	%		53.90	%		100.00	%
Balloon Payments	$	539,015		$	808,847		$	549,501		$	583,782		$	1,501,619		$	4,723,581		$	8,706,345
Scheduled Amortization	$	26,880		$	35,190		$	36,974		$	31,572		$	20,493		$	80,406		$	231,515

(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)	Refer to the footnote regarding Montvale Center on page 7 for details on this transaction.

(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 the Company has an option for a one-year extension, subject to certain conditions.

Boston Properties, Inc.

Fourth 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 December 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			Senior Notes
	Issued Prior to			Issued On or After
	October 9, 2009			October 9, 2009
	December 31, 2012
Total Assets:
Capitalized Property Value (1)	$	19,196,437		$	19,600,904
Cash and Cash Equivalents		1,041,978			1,041,978
Investments in Marketable Securities		12,172			12,172
Undeveloped Land, at Cost (including Joint Venture %)		290,994			290,994
Development in Process, at Cost (including Joint Venture %)		1,157,498			1,157,498

Total Assets	$	21,699,079		$	22,103,546

Unencumbered Assets	$	14,311,563		$	14,559,649

Secured Debt (Fixed and Variable)(2)	$	3,063,841		$	3,063,841
Joint Venture Debt		1,445,346			1,445,346
Contingent Liabilities & Letters of Credit		18,139			18,139
Unsecured Debt (3)		5,847,500			5,847,500

Total Outstanding Debt	$	10,374,826		$	10,374,826

Consolidated EBITDA:
Income from Continuing Operations (per Consolidated Income Statement)	$	76,608		$	76,608
Subtract: Income from Unconsolidated Joint Ventures (per Consolidated Income Statement)		(6,949	)		(6,949	)
Subtract: Gains from Investments in Securities (per Consolidated Income Statement)		(187	)		(187	)
Add: Interest Expense (per Consolidated Income Statement)		103,452			103,452
Add: Depreciation and Amortization (per Consolidated Income Statement)		120,550			120,550

EBITDA		293,474			293,474
Add: Company share of unconsolidated joint venture EBITDA		49,891			49,891

Consolidated EBITDA	$	343,365		$	343,365

Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)	$	103,452		$	103,452
Add: Company share of unconsolidated joint venture interest expense		22,256			22,256
Less: Amortization of financing costs		(2,197	)		(2,197	)
Less: Interest expense funded by construction loan draws		(326	)		(326	)

Adjusted Interest Expense	$	123,185		$	123,185


Covenant Ratios and Related Data	Test			Actual			Actual
Total Outstanding Debt/Total Assets		Less than 60	%		47.8	%		46.9	%
Secured Debt/Total Assets		Less than 50	%		20.8	%		20.4	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)		Greater than 1.50x			2.79			2.79
Unencumbered Assets/ Unsecured Debt		Greater than 150	%		244.7	%		249.0	%

Unencumbered Consolidated EBITDA				$	218,705		$	218,705

Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)					3.00			3.00

% of Unencumbered Consolidated EBITDA to Consolidated EBITDA					63.7	%		63.7	%

# of unencumbered properties					123			123

(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 $38,644.

(3)	Excludes aggregate debt discount of $12,125 and ASC 470-20 (formerly known as FSP APB 14-1) adjustment of $25,491.

Boston Properties, Inc.

Fourth Quarter 2012

UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS (*)

Debt Maturities and Principal Payments by Property

(in thousands)


Property	2013			2014			2015			2016			2017			Thereafter			Total
767 Fifth Avenue (The GM Building) (60%)	$	—		$	—		$	—		$	—		$	963,600		$	—		$	963,600	(1)(2)
125 West 55th Street (60%)		1,763			1,874			1,991			2,116			2,249			109,996			119,989
Metropolitan Square (51%)		662			1,187			1,257			1,332			1,410			83,402			89,250
540 Madison Avenue (60%)		70,920			—			—			—			—			—			70,920	(2)
Market Square North (50%)		161			993			1,042			1,094			1,148			60,562			65,000
901 New York Avenue (25%)		782			823			37,590			—			—			—			39,195
Annapolis Junction Building One (50%)		279			279			279			279			279			19,520			20,915	(3)
500 North Capitol Street, N.W. (30%)		—			25,905			—			—			—			—			25,905	(4)
Annapolis Junction Building Six (50%)		6,962			—			—			—			—			—			6,962	(4)

		81,529			31,061			42,159			4,821			968,686			273,480			1,401,736

Aggregate Fair Value Adjustments		7,186			7,087			7,612			8,177			6,529			—			36,591

	$	88,715		$	38,148		$	49,771		$	12,998		$	975,215		$	273,480		$	1,438,327

GAAP Weighted Average Rate		6.06	%		3.03	%		5.29	%		5.54	%		6.64	%		5.49	%		6.26	%
% of Total Debt		6.17	%		2.65	%		3.46	%		0.90	%		67.81	%		19.01	%		100.00	%

Floating and Fixed Rate Debt Analysis


	% of Total Debt			Stated Weighted Average Rate (1)			GAAP Weighted Average Rate			Weighted Average Maturity
Floating Rate Debt		3.84	%		1.90	%		2.38	%		3.0years
Fixed Rate Debt		96.16	%		5.85	%		6.41	%		5.0years

Total Debt		100.00	%		5.70	%		6.26	%		4.9years

(*)	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 fair value adjustments, 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.

Fourth Quarter 2012

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of December 31, 2012


	767 Fifth Avenue (The GM 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)			Transbay Tower (4)			500 North Capitol Street, N.W.			Subtotal		Value- Added Fund (5)(6)			Total Unconsolidated Joint Ventures
Investment (7)	$	645,835	(8)	$	116,797			$ (83)		$	70,781		$	(10,660	)	$	8,541		$	(2,000	)	$	49,269		$	20,273		$	10,375		$	387		$	2,135		$	911,650	$	30,757		$	942,407
Note Receivable		270,000	(8)		—			—			—			—			—			—			—			—			—			—			—			270,000		12,491	(9)		282,491

Net Equity (7)	$	375,835		$	116,797			$ (83)		$	70,781		$	(10,660	)	$	8,541		$	(2,000	)	$	49,269		$	20,273		$	10,375		$	387		$	2,135		$	641,650	$	18,266		$	659,916

Mortgage/Construction loans payable (7) (10)	$	963,600		$	119,989		$	—		$	70,920		$	65,000		$	89,250		$	39,195		$	—		$	27,877		$	—		$	—		$	25,905		$	1,401,736	$	43,610		$	1,445,346

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	%		50.00	%		30.00	%				37.62	%

Results of Operations

(unaudited and in thousands)

for the three months ended December 31, 2012


	767 Fifth Avenue (The GM 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)			Transbay Tower (4)		500 North Capitol Street, N.W.		Subtotal			Value- Added Fund (5)(6)			Total Unconsolidated Joint Ventures
REVENUE
Rental	$	58,919		$	9,907	$	(20	)	$	5,583		$	5,574	$	8,760	$	8,921		$	1,147		$	4,773		$	(50	)	$	—	$	697	$	104,211		$	5,134		$	109,345
Straight-line rent		(211	)		1,144		—			(90	)		2		63		(242	)		—			22			—			—		2,121		2,809			(107	)		2,702
Fair value lease revenue		20,189			297		—			(17	)		—		—		—			—			—			—			—		—		20,469			57			20,526
Termination Income		62			—		—			437			—		—		—			—			—			—			—		—		499			—			499

Total revenue		78,959			11,348		(20	)		5,913			5,576		8,823		8,679			1,147			4,795			(50	)		—		2,818		127,988			5,084			133,072

EXPENSES
Operating		22,231			3,822		55			3,028			2,378		3,457		3,160			590			1,215			63			—		666		40,665			1,549			42,214

NET OPERATING INCOME		56,728			7,526		(75	)		2,885			3,198		5,366		5,519			557			3,580			(113	)		—		2,152		87,323			3,535			90,858
Interest		26,765			3,091		—			1,960			1,597		2,541		2,063			—			250			—			—		477		38,744			730			39,474
Interest other - partner loans		17,045			—		—			—			—		—		—			—			—			—			—		—		17,045			334			17,379
Depreciation and amortization		25,085			2,866		—			1,801			805		1,914		1,383			1,375			1,454			—			—		654		37,337			1,928			39,265

SUBTOTAL		68,895			5,957		—			3,761			2,402		4,455		3,446			1,375			1,704			—			—		1,131		93,126			2,992			96,118
Gain on sale of real estate		—			—		—			—			—		—		—			—			—			—			—		—		—			—			—

NET INCOME/(LOSS)	$	(12,167	)	$	1,569	$	(75	)	$	(876	)	$	796	$	911	$	2,073		$	(818	)	$	1,876		$	(113	)	$	—	$	1,021	$	(5,803	)	$	543		$	(5,260	)

BXP’s share of net income/(loss)	$	(7,300	)	$	941	$	(45	)	$	(526	)	$	398	$	465	$	1,193	(11)	$	(274	)	$	938	(11)	$	(57	)	$	—	$	306	$	(3,960	)	$	217	(6)(11)	$	(3,743	)
Basis differential (12)		—			214		—			161			—		—		—			—			—			—			—		—		375			90	(6)		465
Gain on sale of investment		—			—		—			—			—		—		—			—			—			—			—		—		—			—			—
Elimination of inter-entity interest on partner loan		10,227			—		—			—			—		—		—			—			—			—			—		—		10,227			—			10,227

Income/(loss) from unconsolidated joint ventures	$	2,927		$	1,156	$	(45	)	$	(365	)	$	398	$	465	$	1,193		$	(274	)	$	938		$	(57	)	$	—	$	306	$	6,642		$	307	(6)	$	6,949
Gain on sale of investment		—			—		—			—			—		—		—			—			—			—			—		—		—			—			—
BXP’s share of depreciation & amortization		15,051			1,478		—			922			402		976		899	(11)		460			727	(11)		—			—		196		21,111			667	(6)(11)		21,778

BXP’s share of Funds from Operations (FFO)	$	17,978		$	2,634	$	(45	)	$	557		$	800	$	1,441	$	2,092		$	186		$	1,665		$	(57	)	$	—	$	502	$	27,753		$	974	(6)	$	28,727

BXP’s share of net operating income/(loss)	$	34,037		$	4,489	$	(45	)	$	1,733		$	1,599	$	2,737	$	1,380		$	186		$	1,790		$	(57	)	$	—	$	646	$	48,495		$	1,396	(6)	$	49,891

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

(2)	Represents the Company’s interest in the joint venture entity that owns the land, parking garage and infrastructure. The Company’s entity that owns 100% of the office component of the project has been consolidated within the accounts of the Company.

(3)	Annapolis Junction includes two properties 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).

(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 (the property was sold on September 27, 2012), 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.

Fourth 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. The remaining assets in the Value-Added Fund represent the Mountain View properties, of which, the Company’s interest is approximately 39.5% 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)
Mountain View Research Park, Mountain View, CA		16		602,199		87.5	%	$	31.77	$	35,706	(3)
Mountain View Technology Park, Mountain View, CA		7		135,279		100.0	%		27.30		7,904	(4)

Total		23		737,478		89.8	%	$	30.86	$	43,610

Results of Operations

(unaudited and in thousands)

for the three months ended December 31, 2012


	Value-Added
	Fund
REVENUE
Rental	$	5,134
Straight-line rent		(107	)
Fair value lease revenue		57

Total revenue		5,084

EXPENSES
Operating		1,549

SUBTOTAL		3,535
Interest		730
Interest other - partner loans		334
Depreciation and amortization		1,928

SUBTOTAL		2,992
Gain on sale of real estate		—

NET INCOME	$	543

BXP’s share of net income	$	217
Basis differential (5)		90
Gain on sale of investment		—

Income from Value-Added Fund	$	307
Gain on sale of investment		—
BXP’s share of depreciation & amortization		667

BXP’s share of Funds from Operations (FFO)	$	974

The Company’s Equity in the Value-Added Fund	$	18,266

(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 variable rate of LIBOR plus 2.00% and matures on May 31, 2014. In conjunction with the mortgage loan, the Company agreed to lend up to $12.0 million to the Value-Added Fund, of which approximately $8.5 million was outstanding as of December 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.

(4)

The mortgage bears interest at a variable rate of LIBOR plus 2.50% and matures on November 22, 2014. In conjunction with the mortgage loan modification, the Company agreed to lend up to $6.0 million to the Value-Added Fund, of which approximately $4.0 million was outstanding as of December 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.

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

Boston Properties, Inc.

Fourth 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 December 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		13,153,400			28.5	%		392,530			1.2	%		13,545,930			33.2	%		0.2	%		0.9	%		30.8	%
New York		8,681,043	(5)		34.5	%		—			—			8,681,043	(5)		21.3	%		—			—			34.5	%
Princeton		2,457,992			2.5	%		—			—			2,457,992			6.0	%		—			—			2.5	%
San Francisco		5,122,310			9.5	%		29,620			0.0	%		5,151,930			12.6	%		—			—			9.5	%
Washington, DC		10,208,725	(6)		21.2	%		756,325			0.9	%		10,965,050	(6)		26.9	%		0.6	%		—			22.7	%

		39,623,470			96.2	%		1,178,475			2.1	%		40,801,945			100.0	%		0.8	%		0.9	%		100.0	%

% of Total		97.1	%					2.9	%					100.0	%


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

Geographic Area	CBD			Suburban			Total				Number of		Square
Geographic Area	CBD			Suburban			Total			Hotel Properties	Rooms		Feet (7)
Boston		25.4	%		5.4	%		30.8	%	Cambridge Center Marriott, Cambridge, MA		433		334,260

New York		34.5	%		—			34.5	%	Total Hotel Properties		433		334,260

Princeton		—			2.5	%		2.5	%
San Francisco		7.6	%		1.9	%		9.5	%
Washington, DC		9.7	%		13.0	%		22.7	%

Total		77.2	%		22.8	%		100.0	%	*Residential Properties*

											Number of		Square
										Residential Properties	Units		Feet
*Structured Parking*										Residences on The Avenue, Washington, DC		335		323,050	(8)
					Number of			Square		The Lofts at Atlantic Wharf, Boston, MA		86		87,097	(9)

				Spaces			Feet			Total Residential Properties	421		410,147

Total Structured Parking					46,833			15,891,074

(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 2,100,000 square feet of retail space.

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

(5)	Includes 1,817,438 square feet at 767 Fifth Avenue (The GM Building), 585,316 square feet at 125 West 55th Street and 293,628 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, 409,890 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, 117,599 square feet at Annapolis Junction which is 50% owned by the Company and 758,212 square feet at Fountain Square which is 50% owned by the Company.

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

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

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

Boston Properties, Inc.

Fourth Quarter 2012

In-Service Property Listing

as of December 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		1,721,633		97.4	%	$	52.73		Y		CBD
(2) 100 Federal Street	CBD Boston MA		1		1,265,399		95.6	%		47.63		N		CBD
800 Boylston Street - The Prudential Center	CBD Boston MA		1		1,228,651		97.8	%		50.48		N		CBD
111 Huntington Avenue - The Prudential Center	CBD Boston MA		1		857,975		97.2	%		57.56		N		CBD
(2) Atlantic Wharf Office	CBD Boston MA		1		797,877		93.1	%		62.33		N		CBD
101 Huntington Avenue - The Prudential Center	CBD Boston MA		1		505,389		100.0	%		41.51		N		CBD
The Shops at the Prudential Center	CBD Boston MA		1		501,246		99.4	%		77.29		N		CBD
Shaws Supermarket at the Prudential Center	CBD Boston MA		1		57,235		100.0	%		49.57		N		CBD
One Cambridge Center	East Cambridge MA		1		215,629		95.8	%		46.85		N		CBD
Three Cambridge Center	East Cambridge MA		1		109,358		100.0	%		41.16		N		CBD
Four Cambridge Center	East Cambridge MA		1		200,567		100.0	%		44.49		N		CBD
Five Cambridge Center	East Cambridge MA		1		240,480		100.0	%		49.69		N		CBD
Eight Cambridge Center	East Cambridge MA		1		177,226		100.0	%		41.47		N		CBD
Ten Cambridge Center	East Cambridge MA		1		152,664		100.0	%		44.73		N		CBD
Eleven Cambridge Center	East Cambridge MA		1		79,616		100.0	%		53.25		N		CBD
University Place	Mid-Cambridge MA		1		195,282		100.0	%		40.60		Y		CBD
Bay Colony Corporate Center	Route 128 Mass Turnpike MA		4		985,334		60.5	%		32.93		N		S
Reservoir Place	Route 128 Mass Turnpike MA		1		527,980		80.3	%		32.89		N		S
Reservoir Place North	Route 128 Mass Turnpike MA		1		73,258		100.0	%		30.16		N		S
140 Kendrick Street	Route 128 Mass Turnpike MA		3		380,987		84.2	%		30.13		Y		S
230 CityPoint	Route 128 Mass Turnpike MA		1		300,993		68.9	%		33.14		N		S
77 CityPoint	Route 128 Mass Turnpike MA		1		209,707		100.0	%		40.55		N		S
195 West Street	Route 128 Mass Turnpike MA		1		63,500		100.0	%		38.88		N		S
200 West Street	Route 128 Mass Turnpike MA		1		256,245		80.5	%		33.96		N		S
Weston Corporate Center	Route 128 Mass Turnpike MA		1		356,995		100.0	%		47.72		N		S
Waltham Weston Corporate Center	Route 128 Mass Turnpike MA		1		306,687		93.2	%		31.94		N		S
10 & 20 Burlington Mall Road	Route 128 Northwest MA		2		152,229		75.9	%		24.12		N		S
32 Hartwell Avenue	Route 128 Northwest MA		1		69,154		100.0	%		24.24		N		S
91 Hartwell Avenue	Route 128 Northwest MA		1		120,458		60.9	%		26.73		N		S
92 Hayden Avenue	Route 128 Northwest MA		1		31,100		100.0	%		37.34		N		S
100 Hayden Avenue	Route 128 Northwest MA		1		55,924		100.0	%		36.16		N		S
33 Hayden Avenue	Route 128 Northwest MA		1		80,128		0.0	%		—		N		S
Lexington Office Park	Route 128 Northwest MA		2		166,759		82.7	%		28.08		N		S
191 Spring Street	Route 128 Northwest MA		1		158,900		100.0	%		31.72		N		S
181 Spring Street	Route 128 Northwest MA		1		55,792		100.0	%		30.85		N		S
201 Spring Street	Route 128 Northwest MA		1		106,300		100.0	%		33.40		N		S
40 Shattuck Road	Route 128 Northwest MA		1		121,216		87.7	%		21.07		N		S
Quorum Office Park	Route 128 Northwest MA		2		267,527		82.5	%		16.39		N		S

			46		13,153,400		90.9	%	$	46.04

Office/Technical
Seven Cambridge Center	East Cambridge MA		1		231,028		100.0	%	$	87.01		N		CBD
Fourteen Cambridge Center	East Cambridge MA		1		67,362		100.0	%		24.78		N		CBD
17 Hartwell Avenue	Route 128 Northwest MA		1		30,000		0.0	%		—		N		S
164 Lexington Road	Route 128 Northwest MA		1		64,140		0.0	%		—		N		S

			4		392,530		76.0	%	$	72.96

	Total Boston:		50		13,545,930		90.5	%	$	46.70

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

(2)	Not included in Same Property analysis.

Boston Properties, Inc.

Fourth Quarter 2012

In-Service Property Listing (continued)

as of December 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		98.3	%	$	85.17		Y		CBD
601 Lexington Avenue	Park Avenue NY		1		1,629,868		98.4	%		86.54		Y		CBD
399 Park Avenue	Park Avenue NY		1		1,708,250		94.0	%		82.82		N		CBD
Times Square Tower	Times Square NY		1		1,245,817		99.1	%		69.62		N		CBD
767 Fifth Avenue (The GM Building) (60% ownership)	Plaza District NY		1		1,817,438		95.1	%		128.39		Y		CBD
(2) 510 Madison Avenue	Fifth/Madison Avenue NY		1		355,598		54.6	%		108.74		N		CBD
540 Madison Avenue (60% ownership)	Fifth/Madison Avenue NY		1		293,628		66.0	%		106.42		Y		CBD
125 West 55th Street (60% ownership)	Sixth/Rock Center NY		1		585,316		93.4	%		70.25		Y		CBD

	Total New York:		8		8,681,043		93.7	%	$	91.85

Princeton
Office
101 Carnegie Center	Princeton NJ		1		123,659		87.7	%	$	30.16		N		S
104 Carnegie Center	Princeton NJ		1		102,886		87.9	%		32.16		N		S
105 Carnegie Center	Princeton NJ		1		69,955		100.0	%		29.50		N		S
201 Carnegie Center	Princeton NJ		—		6,500		100.0	%		31.06		N		S
202 Carnegie Center	Princeton NJ		1		130,582		100.0	%		34.67		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		57.8	%		34.87		N		S
214 Carnegie Center	Princeton NJ		1		150,774		65.1	%		31.27		N		S
302 Carnegie Center	Princeton NJ		1		64,926		85.4	%		33.43		N		S
502 Carnegie Center	Princeton NJ		1		122,460		83.3	%		35.17		N		S
504 Carnegie Center	Princeton NJ		1		121,990		100.0	%		32.77		N		S
506 Carnegie Center	Princeton NJ		1		145,213		74.8	%		32.08		N		S
508 Carnegie Center	Princeton NJ		1		128,684		24.4	%		35.36		N		S
510 Carnegie Center	Princeton NJ		1		234,160		100.0	%		30.73		N		S
701 Carnegie Center	Princeton NJ		1		120,000		100.0	%		36.54		N		S

			16		2,043,344		84.5	%	$	33.33

One Tower Center	East Brunswick NJ		1		414,648		47.2	%	$	31.80		N		S

			1		414,648		47.2	%	$	31.80

	Total Princeton:		17		2,457,992		78.2	%	$	33.17

San Francisco
Office
Embarcadero Center One	CBD San Francisco CA		1		833,594		96.8	%	$	45.25		N		CBD
Embarcadero Center Two	CBD San Francisco CA		1		779,768		98.0	%		51.60		N		CBD
Embarcadero Center Three	CBD San Francisco CA		1		775,086		98.5	%		44.07		N		CBD
Embarcadero Center Four	CBD San Francisco CA		1		936,850		90.0	%		53.99		Y		CBD

			4		3,325,298		95.6	%	$	48.77

611 Gateway	South San Francisco CA		1		257,664		81.0	%	$	34.45		N		S
601 and 651 Gateway	South San Francisco CA		2		506,271		98.8	%		34.59		N		S
303 Almaden	San Jose CA		1		158,499		91.5	%		37.14		N		CBD
(3) North First Business Park	San Jose CA		5		190,636		87.2	%		14.62		N		S
3200 Zanker Road	San Jose CA		4		543,900		49.9	%		14.70		N		S
(2) 2440 West El Camino Real	Mountain View CA		1		140,042		100.0	%		48.65		N		S

			14		1,797,012		79.7	%	$	30.10

Office/Technical
(2) 453 Ravendale Avenue	Mountain View CA		1		29,620		100.0	%	$	18.59		N		S

			1		29,620		100.0	%	$	18.59

	Total San Francisco:		19		5,151,930		90.1	%	$	42.79

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

(2)	Not included in Same Property analysis.

(3)	Property held for redevelopment.

Boston Properties, Inc.

Fourth Quarter 2012

In-Service Property Listing (continued)

as of December 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		631,033		90.6	%	$	52.87		N		CBD
500 E Street, S. W.	Southwest Washington DC		1		248,336		100.0	%		45.22		N		CBD
Metropolitan Square (51% ownership)	East End Washington DC		1		588,917		97.8	%		54.47		Y		CBD
1301 New York Avenue	East End Washington DC		1		201,281		100.0	%		46.70		N		CBD
Market Square North (50% ownership)	East End Washington DC		1		409,890		83.7	%		60.36		Y		CBD
505 9th Street, N.W. (50% ownership)	East End Washington DC		1		321,943		100.0	%		68.10		Y		CBD
901 New York Avenue (25% ownership)	East End Washington DC		1		539,229		99.8	%		62.11		Y		CBD
(3) 601 Massachusetts Avenue	East End Washington DC		1		211,000		100.0	%		28.31		N		CBD
2200 Pennsylvania Avenue	CBD Washington DC		1		458,761		95.0	%		73.14		N		CBD
1333 New Hampshire Avenue	CBD Washington DC		1		315,371		99.5	%		51.55		N		CBD
1330 Connecticut Avenue	CBD Washington DC		1		252,136		100.0	%		59.00		N		CBD
Sumner Square	CBD Washington DC		1		208,892		100.0	%		46.66		N		CBD
Annapolis Junction (50% ownership)	Anne Arundel County MD		1		117,599		100.0	%		144.56		Y		S
(4) Montvale Center	Montgomery County MD		1		123,630		74.0	%		27.87		Y		S
One Preserve Parkway	Montgomery County MD		1		183,612		92.7	%		36.58		N		S
2600 Tower Oaks Boulevard	Montgomery County MD		1		178,906		67.9	%		35.92		N		S
Wisconsin Place Office	Montgomery County MD		1		299,186		100.0	%		49.91		N		S
(2) Fountain Square (50% ownership)	Fairfax County VA		2		521,536		93.3	%		41.63		Y		S
(2) Fountain Square Retail (50% ownership)	Fairfax County VA		1		236,676		98.9	%		51.02		Y		S
Democracy Tower	Fairfax County VA		1		259,441		100.0	%		52.53		N		S
Kingstowne One	Fairfax County VA		1		151,195		83.5	%		38.04		Y		S
Kingstowne Two	Fairfax County VA		1		156,251		96.9	%		39.81		Y		S
Kingstowne Retail	Fairfax County VA		1		88,288		100.0	%		33.22		Y		S
One Freedom Square	Fairfax County VA		1		436,083		87.4	%		42.86		N		S
Two Freedom Square	Fairfax County VA		1		421,142		92.3	%		43.90		N		S
One Reston Overlook	Fairfax County VA		1		319,519		100.0	%		33.10		N		S
Two Reston Overlook	Fairfax County VA		1		134,615		100.0	%		33.27		N		S
One and Two Discovery Square	Fairfax County VA		2		366,990		100.0	%		39.66		N		S
New Dominion Technology Park - Building One	Fairfax County VA		1		235,201		100.0	%		33.49		Y		S
New Dominion Technology Park - Building Two	Fairfax County VA		1		257,400		100.0	%		39.16		Y		S
Reston Corporate Center	Fairfax County VA		2		261,046		100.0	%		36.36		N		S
South of Market	Fairfax County VA		3		623,665		100.0	%		48.56		N		S
(2) One Patriots Park (formerly 12310 Sunrise Valley)	Fairfax County VA		1		267,531		100.0	%		33.50		N		S
Three Patriots Park (formerly 12290 Sunrise Valley)	Fairfax County VA		1		182,424		0.0	%		—		N		S

			39		10,208,725		94.1	%	$	49.00

Office/Technical
(3) 6601 Springfield Center Drive	Fairfax County VA		1		26,388		37.2	%	$	12.29		N		S
7435 Boston Boulevard	Fairfax County VA		1		103,557		100.0	%		21.45		N		S
7451 Boston Boulevard	Fairfax County VA		1		47,001		100.0	%		23.49		N		S
7450 Boston Boulevard	Fairfax County VA		1		62,402		100.0	%		20.61		N		S
7374 Boston Boulevard	Fairfax County VA		1		57,321		100.0	%		17.45		N		S
8000 Grainger Court	Fairfax County VA		1		88,775		100.0	%		20.80		N		S
7500 Boston Boulevard	Fairfax County VA		1		79,971		100.0	%		16.02		N		S
7501 Boston Boulevard	Fairfax County VA		1		75,756		100.0	%		25.49		N		S
7601 Boston Boulevard	Fairfax County VA		1		103,750		100.0	%		14.45		N		S
7375 Boston Boulevard	Fairfax County VA		1		26,865		100.0	%		23.25		N		S
8000 Corporate Court	Fairfax County VA		1		52,539		100.0	%		21.06		N		S
7300 Boston Boulevard	Fairfax County VA		1		32,000		100.0	%		29.08		N		S

			12		756,325		97.8	%	$	20.20

	Total Washington, DC:		51		10,965,050		94.3	%	$	46.94

	Total In-Service Properties:		145		40,801,945		91.4	%	$	55.43

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

(2)	Not included in Same Property analysis.

(3)	Property held for redevelopment.

(4)	Refer to the footnote regarding Montvale Center on page 7.

Boston Properties, Inc.

Fourth Quarter 2012


*TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION*
*TOP 20 TENANTS BY SQUARE FEET LEASED*								TENANT DIVERSIFICATION (GROSS RENT) *
Tenant		Sq. Ft.			% of Portfolio
1 US Government			2,194,298	(1)		5.38	%
2 Citibank			1,018,432	(2)		2.50	%
3 Bank of America			875,718	(3)		2.15	%
4 Wellington Management			707,568			1.73	%
5 Kirkland & Ellis			639,683	(4)		1.57	%
6 Biogen			577,021			1.41	%
7 Genentech			568,097			1.39	%
8 Ropes & Gray			528,931			1.30	%
9 O’Melveny & Myers			504,902			1.24	%
10 Weil Gotshal Manges			490,065	(5)		1.20	%
11 Shearman & Sterling			472,808			1.16	%
12 Manufactures Investment (ManuLife)			440,974			1.08	%
13 State Street Bank and Trust			408,552			1.00	%
14 Microsoft			387,753			0.95	%
15 Finnegan Henderson Farabow			362,405	(6)		0.89	%
16 Ann Inc. (fka Ann Taylor Corp.)			351,026			0.86	%
17 Parametric Technology			320,655			0.79	%
18 Lockheed Martin			316,918			0.78	%
19 Mass Financial Services			301,668			0.74	%
20 Bingham McCutchen			301,385			0.74	%
Total % of Portfolio Square Feet						28.86	%
Total % of Portfolio Revenue						31.37	%

*Notable Signed Deals (7)*
Tenant	Property				Sq. Ft.			* 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.
Arnold & Porter	601 Massachusetts Avenue					376,000
Blue Cross and Blue Shield of Massachusetts	101 Huntington Avenue					331,000
Defense Intelligence Agency (US Government)	Two Patriots Park					256,000
Kaye Scholer	250 West 55th Street					246,000
Macys.com (Macy’s, Inc.)	680 Folsom Street					243,000
Morrison & Foerster	250 West 55th Street					205,000
Riverbed Technology	680 Folsom Street					202,000
Biogen Idec	Seventeen Cambridge Center					195,191
ODNI (US Government)	Three Patriots Park					182,424

(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.

Boston Properties, Inc.

Fourth Quarter 2012

IN-SERVICE OFFICE PROPERTIES

Lease Expirations (1) (2) (3)


								Annualized		Annualized
	Rentable Square			Current Annualized		Current Annualized		Revenues Under		Revenues Under
Year of Lease	Footage Subject to			Revenues Under		Revenues Under		Expiring Leases		Expiring Leases with		Percentage of
Expiration	Expiring Leases			Expiring Leases		Expiring Leases p.s.f.		with future step-ups		future step-ups-p.s.f.		Total Square Feet
2012		114,383		$	5,248,721	$	45.89	$	5,248,721	$	45.89		0.30	%
2013		1,603,945			64,598,027		40.27		65,018,252		40.54		4.27	%
2014		2,865,285			130,853,139		45.67		132,751,320		46.33		7.62	%
2015		2,759,865			135,965,607		49.27		140,329,707		50.85		7.34	%
2016		2,962,837			129,953,068		43.86		135,079,167		45.59		7.88	%
2017		3,827,767			242,989,102		63.48		251,868,748		65.80		10.19	%
2018		1,084,597			69,712,084		64.27		75,046,022		69.19		2.89	%
2019		3,235,635	(4)		183,534,299		56.72		197,252,136		60.96		8.61	%
2020		3,182,256			193,964,780		60.95		209,676,426		65.89		8.47	%
2021		2,399,992			134,458,940		56.02		160,109,549		66.71		6.39	%
Thereafter		10,189,759			580,701,986		56.99		675,518,494		66.29		27.11	%

Occupancy By Location (5)


	CBD						Suburban						Total
Location	31-Dec-12			31-Dec-11			31-Dec-12			31-Dec-11			31-Dec-12			31-Dec-11
Boston		97.4	%		90.2	%		79.9	%		82.9	%		90.9	%		87.2	%
New York		93.7	%		97.8	%		n/a			n/a			93.7	%		97.8	%
Princeton		n/a			n/a			78.2	%		75.8	%		78.2	%		75.8	%
San Francisco		95.4	%		92.0	%		78.5	%		79.3	%		90.0	%		87.9	%
Washington, DC		96.2	%		96.9	%		92.4	%		96.4	%		94.1	%		96.6	%

Total Portfolio		95.6	%		94.4	%		84.4	%		86.1	%		91.4	%		91.3	%

(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 231,792 square feet of leased premises in properties under development.

(5)	Includes approximately 2,100,000 square feet of retail space.

Boston Properties, Inc.

Fourth Quarter 2012

IN-SERVICE OFFICE/TECHNICAL PROPERTIES

Lease Expirations (1) (2) (3)


							Annualized		Annualized
	Rentable Square		Current Annualized		Current Annualized		Revenues Under		Revenues Under
Year of Lease	Footage Subject to		Revenues Under		Revenues Under		Expiring Leases		Expiring Leases with		Percentage of
Expiration	Expiring Leases		Expiring Leases		Expiring Leases p.s.f.		with future step-ups		future step-ups-p.s.f.		Total Square Feet
2012		—	$	—	$	—	$	—	$	—		0.00	%
2013		161,268		3,237,813		20.08		3,282,790		20.36		13.68	%
2014		273,532		5,305,542		19.40		5,360,530		19.60		23.21	%
2015		177,374		4,262,495		24.03		4,311,308		24.31		15.05	%
2016		258,932		20,440,751		78.94		20,495,778		79.16		21.97	%
2017		13,408		262,836		19.60		289,340		21.58		1.14	%
2018		—		—		—		—		—		0.00	%
2019		32,000		930,708		29.08		780,308		24.38		2.72	%
2020		79,971		1,281,270		16.02		1,281,270		16.02		6.79	%
2021		57,321		1,000,494		17.45		1,000,494		17.45		4.86	%
Thereafter		—		—		—		—		—		0.00	%

Occupancy By Location


	CBD						Suburban						Total
Location	31-Dec-12			31-Dec-11			31-Dec-12			31-Dec-11			31-Dec-12			31-Dec-11
Boston		100.0	%		100.0	%		0.0	%		76.2	%		76.0	%		85.4	%
New York		n/a			n/a			n/a			n/a			n/a			n/a
Princeton		n/a			n/a			n/a			n/a			n/a			n/a
San Francisco		n/a			n/a			100.0	%		n/a			100.0	%		n/a
Washington, DC		n/a			n/a			97.8	%		100.0	%		97.8	%		100.0	%

Total Portfolio		100.0	%		100.0	%		87.4	%		90.9	%		90.6	%		92.6	%

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

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

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

Boston Properties, Inc.

Fourth Quarter 2012

IN-SERVICE RETAIL PROPERTIES

Lease Expirations (1) (2) (3)


							Annualized		Annualized
	Rentable Square		Current Annualized		Current Annualized		Revenues Under		Revenues Under
Year of Lease	Footage Subject to		Revenues Under		Revenues Under		Expiring Leases		Expiring Leases with		Percentage of
Expiration	Expiring Leases		Expiring Leases		Expiring Leases p.s.f.		with future step-ups		future step-ups-p.s.f.		Total Square Feet
2012		—	$	—	$	—	$	—	$	—		0.00	%
2013		91,916		7,741,493		84.22		7,629,321		83.00		4.50	%
2014		96,408		8,613,571		89.34		9,110,164		94.50		4.72	%
2015		126,968		12,662,597		99.73		12,775,983		100.62		6.21	%
2016		222,314		20,449,919		91.99		21,302,613		95.82		10.88	%
2017		196,198		24,670,563		125.74		25,013,430		127.49		9.60	%
2018		253,980		12,195,435		48.02		12,781,366		50.32		12.43	%
2019		57,632		4,475,509		77.66		4,901,701		85.05		2.82	%
2020		133,762		5,957,181		44.54		8,485,710		63.44		6.55	%
2021		121,877		7,418,341		60.87		8,605,760		70.61		5.96	%
Thereafter		742,600		43,780,074		58.96		53,945,096		72.64		36.34	%

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

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

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

Boston Properties, Inc.

Fourth Quarter 2012

GRAND TOTAL OF ALL

IN-SERVICE PROPERTIES

Lease Expirations (1) (2) (3)


								Annualized		Annualized
	Rentable Square			Current Annualized		Current Annualized		Revenues Under		Revenues Under
Year of Lease	Footage Subject to			Revenues Under		Revenues Under		Expiring Leases		Expiring Leases with		Percentage of
Expiration	Expiring Leases			Expiring Leases		Expiring Leases p.s.f.		with future step-ups		future step-ups-p.s.f.		Total Square Feet
2012		114,383		$	5,248,721	$	45.89	$	5,248,721	$	45.89		0.28	%
2013		1,857,129			75,577,333		40.70		75,930,363		40.89		4.55	%
2014		3,235,225			144,772,253		44.75		147,222,014		45.51		7.93	%
2015		3,064,207			152,890,700		49.90		157,416,998		51.37		7.51	%
2016		3,444,083			170,843,738		49.61		176,877,558		51.36		8.44	%
2017		4,037,373			267,922,500		66.36		277,171,518		68.65		9.90	%
2018		1,338,577			81,907,519		61.19		87,827,388		65.61		3.28	%
2019		3,325,267	(4)		188,940,517		56.82		202,934,145		61.03		8.15	%
2020		3,395,989			201,203,231		59.25		219,443,405		64.62		8.32	%
2021		2,579,190			142,877,775		55.40		169,715,802		65.80		6.32	%
Thereafter		10,932,359			624,482,061		57.12		729,463,590		66.73		26.79	%

Occupancy By Location


	CBD						Suburban						Total
Location	31-Dec-12			31-Dec-11			31-Dec-12			31-Dec-11			31-Dec-12			31-Dec-11
Boston		97.5	%		90.6	%		78.4	%		82.3	%		90.5	%		87.1	%
New York		93.7	%		97.8	%		n/a			n/a			93.7	%		97.8	%
Princeton		n/a			n/a			78.2	%		75.8	%		78.2	%		75.8	%
San Francisco		95.4	%		92.0	%		78.9	%		79.3	%		90.1	%		87.9	%
Washington, DC		96.2	%		96.9	%		93.1	%		96.9	%		94.3	%		96.9	%

Total Portfolio		95.7	%		94.5	%		84.6	%		86.5	%		91.4	%		91.3	%

(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 231,792 square feet of leased premises in properties under development.

Boston Properties, Inc.

Fourth Quarter 2012

IN-SERVICE BOSTON REGION PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Year of Lease	Footage Subject to		Revenues Under		Square		Expiring Leases		Square		Footage Subject to		Revenues Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot		Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2012		25,030	$	963,987	$	38.51	$	963,987	$	38.51		—	$	—	$	—	$	—	$	—
2013		488,601		18,722,206		38.32		18,960,257		38.81		—		—		—		—		—
2014		1,098,102		44,581,990		40.60		44,629,700		40.64		67,362		1,669,479		24.78		1,669,479		24.78
2015		1,023,953		43,796,137		42.77		45,078,215		44.02		—		—		—		—		—
2016		899,130		34,888,936		38.80		36,272,742		40.34		225,532		19,703,892		87.37		19,703,892		87.37
2017		723,213		29,653,849		41.00		30,926,766		42.76		—		—		—		—		—
2018		227,090		9,428,892		41.52		10,105,877		44.50		—		—		—		—		—
2019		932,950		41,090,842		44.04		44,013,782		47.18		—		—		—		—		—
2020		244,200		10,989,840		45.00		11,692,404		47.88		—		—		—		—		—
2021		676,921		24,294,548		35.89		25,844,103		38.18		—		—		—		—		—
Thereafter		4,691,099		235,752,376		50.26		277,301,706		59.11		—		—		—		—		—

	Retail										Total Property Types
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Year of Lease	Footage Subject to		Revenues Under		Square		Expiring Leases		Square		Footage Subject to		Revenues Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot		Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2012		—	$	—	$	—	$	—	$	—		25,030	$	963,987	$	38.51	$	963,987	$	38.51
2013		27,705		4,577,803		165.23		4,452,503		160.71		516,306		23,300,009		45.13		23,412,761		45.35
2014		24,536		3,433,197		139.92		3,411,035		139.02		1,190,000		49,684,665		41.75		49,710,214		41.77
2015		31,639		4,968,365		157.03		4,939,140		156.11		1,055,592		48,764,502		46.20		50,017,355		47.38
2016		17,457		2,327,327		133.32		2,369,722		135.75		1,142,119		56,920,156		49.84		58,346,356		51.09	(4)
2017		47,142		3,038,196		64.45		3,071,042		65.14		770,355		32,692,045		42.44		33,997,807		44.13
2018		173,845		7,571,637		43.55		7,736,502		44.50		400,935		17,000,529		42.40		17,842,378		44.50
2019		16,026		2,260,367		141.04		2,435,478		151.97		948,976		43,351,209		45.68		46,449,261		48.95
2020		92,818		3,833,714		41.30		6,068,294		65.38		337,018		14,823,554		43.98		17,760,699		52.70
2021		37,719		2,308,942		61.21		2,608,922		69.17		714,640		26,603,490		37.23		28,453,025		39.81
Thereafter		338,842		16,621,741		49.05		18,517,938		54.65		5,029,941		252,374,117		50.17		295,819,644		58.81

(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 225,532 square feet of research/laboratory space. Excluding the research/laboratory space, current and future expiring rents would be $40.11 per square foot and $41.98 per square foot, respectively, in 2016.

Boston Properties, Inc.

Fourth Quarter 2012

IN-SERVICE BOSTON REGION PROPERTIES

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


	OFFICE											OFFICE/TECHNICAL
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			—		—		—		—		—
Q3 2012		—		—		—		—		—			—		—		—		—		—
Q4 2012		25,030		963,987		38.51		963,987		38.51	(4)		—		—		—		—		—

Total 2012		25,030	$	963,987	$	38.51	$	963,987	$	38.51			—	$	—	$	—	$	—	$	—

Q1 2013		121,817	$	3,092,781	$	25.39	$	3,101,195	$	25.46			—	$	—	$	—	$	—	$	—
Q2 2013		124,425		5,785,738		46.50		5,769,764		46.37			—		—		—		—		—
Q3 2013		113,281		4,494,006		39.67		4,517,894		39.88			—		—		—		—		—
Q4 2013		129,078		5,349,681		41.45		5,571,404		43.16			—		—		—		—		—

Total 2013		488,601	$	18,722,206	$	38.32	$	18,960,257	$	38.81			—	$	—	$	—	$	—	$	—


	Retail											Total Property Types
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			—		—		—		—		—
Q3 2012		—		—		—		—		—			—		—		—		—		—
Q4 2012		—		—		—		—		—			25,030		963,987		38.51		963,987		38.51	(4)

Total 2012		—	$	—	$	—	$	—	$	—			25,030	$	963,987	$	38.51	$	963,987	$	38.51

Q1 2013		6,647	$	1,228,434	$	184.81	$	1,184,034	$	178.13			128,464	$	4,321,214	$	33.64	$	4,285,228	$	33.36
Q2 2013		6,171		555,004		89.94		483,004		78.27			130,596		6,340,742		48.55		6,252,768		47.88
Q3 2013		296		433,520		1,464.59		381,920		1,290.27			113,577		4,927,526		43.38		4,899,814		43.14
Q4 2013		14,591		2,360,846		161.80		2,403,546		164.73			143,669		7,710,528		53.67		7,974,951		55.51

Total 2013		27,705	$	4,577,803	$	165.23	$	4,452,503	$	160.71			516,306	$	23,300,009	$	45.13	$	23,412,761	$	45.35

(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 December 31, 2012.

Boston Properties, Inc.

Fourth Quarter 2012

IN-SERVICE NEW YORK REGION PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
2013		61,886		5,334,267		86.20		5,177,267		83.66		—		—		—		—		—
2014		157,429		19,379,846		123.10		19,739,295		125.39		—		—		—		—		—
2015		225,233		23,515,231		104.40		23,438,616		104.06		—		—		—		—		—
2016		227,501		21,464,598		94.35		21,832,351		95.97		—		—		—		—		—
2017		1,412,245		133,429,284		94.48		136,609,613		96.73		—		—		—		—		—
2018		273,188		31,845,527		116.57		33,143,088		121.32		—		—		—		—		—
2019		1,012,279		84,843,715		83.81		89,904,881		88.81		—		—		—		—		—
2020		1,346,662		105,466,403		78.32		111,684,352		82.93		—		—		—		—		—
2021		496,333		50,418,486		101.58		62,628,252		126.18		—		—		—		—		—
Thereafter		2,564,992		203,768,740		79.44		229,136,551		89.33		—		—		—		—		—

	Retail										Total Property Types
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Year of Lease	Footage Subject to		Revenues Under		Square		Expiring Leases		Square		Footage Subject to		Revenues Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot		Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
2013		1,990		211,195		106.13		211,195		106.13		63,876		5,545,462		86.82		5,388,462		84.36
2014		12,872		1,595,823		123.98		1,636,830		127.16		170,301		20,975,669		123.17		21,376,125		125.52
2015		3,000		2,347,146		782.38		2,347,146		782.38		228,233		25,862,377		113.32		25,785,762		112.98
2016		98,808		12,488,388		126.39		13,109,625		132.68		326,309		33,952,987		104.05		34,941,976		107.08
2017		78,027		17,692,803		226.75		17,760,231		227.62		1,490,272		151,122,087		101.41		154,369,844		103.59
2018		—		—		—		—		—		273,188		31,845,527		116.57		33,143,088		121.32
2019		3,877		375,843		96.94		443,232		114.32		1,016,156		85,219,558		83.86		90,348,112		88.91
2020		4,928		481,736		97.75		560,225		113.68		1,351,590		105,948,139		78.39		112,244,577		83.05
2021		2,056		242,335		117.87		309,720		150.64		498,389		50,660,821		101.65		62,937,971		126.28
Thereafter		116,505		16,579,348		142.31		22,139,887		190.03		2,681,497		220,348,088		82.17		251,276,438		93.71

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

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

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

Boston Properties, Inc.

Fourth Quarter 2012

IN-SERVICE NEW YORK REGION PROPERTIES

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


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

Q1 2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—		—		—		—		—		—
Q3 2012		—		—		—		—		—		—		—		—		—		—
Q4 2012		—		—		—		—		—		—		—		—		—		—

Total 2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—

Q1 2013		19,026	$	1,693,864	$	89.03	$	1,536,864	$	80.78		—	$	—	$	—	$	—	$	—
Q2 2013		12,202		1,111,332		91.08		1,111,332		91.08		—		—		—		—		—
Q3 2013		17,809		1,487,936		83.55		1,487,936		83.55		—		—		—		—		—
Q4 2013		12,849		1,041,135		81.03		1,041,135		81.03		—		—		—		—		—

Total 2013		61,886	$	5,334,267	$	86.20	$	5,177,267	$	83.66		—	$	—	$	—	$	—	$	—


	Retail										Total Property Types
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Lease Expiration	Footage Subject to		Revenues Under		Square		Expiring Leases		Square		Footage Subject to		Revenues Under		Square		Expiring Leases		Square
by Quarter	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot		Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
Q1 2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—		—		—		—		—		—
Q3 2012		—		—		—		—		—		—		—		—		—		—
Q4 2012		—		—		—		—		—		—		—		—		—		—

Total 2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—

Q1 2013		—	$	—	$	—	$	—	$	—		19,026	$	1,693,864	$	89.03	$	1,536,864	$	80.78
Q2 2013		—		—		—		—		—		12,202		1,111,332		91.08		1,111,332		91.08
Q3 2013		—		—		—		—		—		17,809		1,487,936		83.55		1,487,936		83.55
Q4 2013		1,990		211,195		106.13		211,195		106.13		14,839		1,252,330		84.39		1,252,330		84.39

Total 2013		1,990	$	211,195	$	106.13	$	211,195	$	106.13		63,876	$	5,545,462	$	86.82	$	5,388,462	$	84.36

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

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

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

Boston Properties, Inc.

Fourth Quarter 2012

IN-SERVICE PRINCETON REGION PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Year of Lease	Footage Subject to		Revenues Under		Square		Expiring Leases		Square		Footage Subject to		Revenues Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot		Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
2013		188,233		6,390,223		33.95		6,414,329		34.08		—		—		—		—		—
2014		427,989		13,992,242		32.69		14,131,743		33.02		—		—		—		—		—
2015		240,305		7,893,633		32.85		8,041,225		33.46		—		—		—		—		—
2016		94,202		3,202,545		34.00		3,271,319		34.73		—		—		—		—		—
2017		193,277		6,536,057		33.82		6,819,479		35.28		—		—		—		—		—
2018		56,270		1,776,379		31.57		1,852,855		32.93		—		—		—		—		—
2019		204,737		6,557,439		32.03		7,118,598		34.77		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
2021		58,125		1,782,783		30.67		1,970,548		33.90		—		—		—		—		—
Thereafter		433,887		15,436,039		35.58		15,354,074		35.39		—		—		—		—		—

	Retail										Total Property Types
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Year of Lease	Footage Subject to		Revenues Under		Square		Expiring Leases		Square		Footage Subject to		Revenues Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot		Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
2013		—		—		—		—		—		188,233		6,390,223		33.95		6,414,329		34.08
2014		—		—		—		—		—		427,989		13,992,242		32.69		14,131,743		33.02
2015		—		—		—		—		—		240,305		7,893,633		32.85		8,041,225		33.46
2016		—		—		—		—		—		94,202		3,202,545		34.00		3,271,319		34.73
2017		—		—		—		—		—		193,277		6,536,057		33.82		6,819,479		35.28
2018		—		—		—		—		—		56,270		1,776,379		31.57		1,852,855		32.93
2019		—		—		—		—		—		204,737		6,557,439		32.03		7,118,598		34.77
2020		—		—		—		—		—		—		—		—		—		—
2021		—		—		—		—		—		58,125		1,782,783		30.67		1,970,548		33.90
Thereafter		—		—		—		—		—		433,887		15,436,039		35.58		15,354,074		35.39

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

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

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

Boston Properties, Inc.

Fourth Quarter 2012

IN-SERVICE PRINCETON REGION PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Lease Expiration	Footage Subject to		Revenues Under		Square		Expiring Leases		Square		Footage Subject to		Revenues Under		Square		Expiring Leases		Square
by Quarter	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot		Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
Q1 2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—		—		—		—		—		—
Q3 2012		—		—		—		—		—		—		—		—		—		—
Q4 2012		—		—		—		—		—		—		—		—		—		—

Total 2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—

Q1 2013		70,956	$	2,674,993	$	37.70	$	2,674,993	$	37.70		—	$	—	$	—	$	—	$	—
Q2 2013		52,601		1,596,550		30.35		1,621,532		30.83		—		—		—		—		—
Q3 2013		7,607		242,684		31.90		242,684		31.90		—		—		—		—		—
Q4 2013		57,069		1,875,996		32.87		1,875,120		32.86		—		—		—		—		—

Total 2013		188,233	$	6,390,223	$	33.95	$	6,414,329	$	34.08		—	$	—	$	—	$	—	$	—


	Retail										Total Property Types
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Lease Expiration	Footage Subject to		Revenues Under		Square		Expiring Leases		Square		Footage Subject to		Revenues Under		Square		Expiring Leases		Square
by Quarter	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot		Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
Q1 2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—		—		—		—		—		—
Q3 2012		—		—		—		—		—		—		—		—		—		—
Q4 2012		—		—		—		—		—		—		—		—		—		—

Total 2012		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—

Q1 2013		—	$	—	$	—	$	—	$	—		70,956	$	2,674,993	$	37.70	$	2,674,993	$	37.70
Q2 2013		—		—		—		—		—		52,601		1,596,550		30.35		1,621,532		30.83
Q3 2013		—		—		—		—		—		7,607		242,684		31.90		242,684		31.90
Q4 2013		—		—		—		—		—		57,069		1,875,996		32.87		1,875,120		32.86

Total 2013		—	$	—	$	—	$	—	$	—		188,233	$	6,390,223	$	33.95	$	6,414,329	$	34.08

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

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

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

Boston Properties, Inc.

Fourth Quarter 2012

IN-SERVICE SAN FRANCISCO REGION PROPERTIES

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


	OFFICE										OFFICE/TECHNICAL
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Year of Lease	Footage Subject to		Revenues Under		Square		Expiring Leases		Square		Footage Subject to		Revenues Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot		Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2012		24,536	$	1,335,094	$	54.41	$	1,335,094	$	54.41		—	$	—	$	—	$	—	$	—
2013		346,984		10,410,972		30.00		10,524,812		30.33		8,320		160,116		19.24		160,116		19.24
2014		503,075		20,974,209		41.69		21,344,443		42.43		10,150		183,156		18.04		188,982		18.62
2015		509,631		20,344,079		39.92		21,328,734		41.85		11,150		207,227		18.59		217,119		19.47
2016		1,223,048		48,946,562		40.02		50,480,275		41.27		—		—		—		—		—
2017		506,779		20,071,956		39.61		21,625,438		42.67		—		—		—		—		—
2018		107,438		6,080,022		56.59		6,660,798		62.00		—		—		—		—		—
2019		119,602		5,635,601		47.12		6,225,806		52.05		—		—		—		—		—
2020		469,990		27,294,572		58.07		29,127,211		61.97		—		—		—		—		—
2021		135,592		6,047,588		44.60		7,016,886		51.75		—		—		—		—		—
Thereafter		382,727		17,495,916		45.71		21,105,987		55.15		—		—		—		—		—

	Retail										Total Property Types
							Annualized										Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per		Rentable Square		Current Annualized		Per		Revenues Under		Per
Year of Lease	Footage Subject to		Revenues Under		Square		Expiring Leases		Square		Footage Subject to		Revenues Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot		Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2012		—	$	—	$	—	$	—	$	—		24,536	$	1,335,094	$	54.41	$	1,335,094	$	54.41
2013		51,122		2,276,681		44.53		2,285,630		44.71		406,426		12,847,769		31.61		12,970,558		31.91
2014		14,066		818,395		58.18		823,159		58.52		527,291		21,975,760		41.68		22,356,583		42.40
2015		34,639		1,959,022		56.56		1,996,976		57.65		555,420		22,510,328		40.53		23,542,829		42.39
2016		37,467		1,820,052		48.58		1,867,433		49.84		1,260,515		50,766,614		40.27		52,347,709		41.53
2017		15,967		996,891		62.43		1,068,892		66.94		522,746		21,068,847		40.30		22,694,330		43.41
2018		22,311		1,119,945		50.20		1,189,312		53.31		129,749		7,199,967		55.49		7,850,110		60.50
2019		5,642		310,404		55.02		346,965		61.50		125,244		5,946,005		47.48		6,572,770		52.48
2020		13,451		470,453		34.98		509,112		37.85		483,441		27,765,025		57.43		29,636,323		61.30
2021		15,458		904,302		58.50		985,466		63.75		151,050		6,951,890		46.02		8,002,353		52.98
Thereafter		41,355		1,532,766		37.06		1,799,073		43.50		424,082		19,028,682		44.87		22,905,060		54.01

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

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

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

Boston Properties, Inc.

Fourth Quarter 2012

IN-SERVICE SAN FRANCISCO REGION PROPERTIES

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


	OFFICE											OFFICE/TECHNICAL
							Annualized											Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per			Rentable Square		Current Annualized		Per		Revenues Under		Per
Lease Expiration	Footage Subject to		Revenues Under		Square		Expiring Leases		Square			Footage Subject to		Revenues Under		Square		Expiring Leases		Square
by Quarter	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot			Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
Q1 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			—		—		—		—		—
Q3 2012		—		—		—		—		—			—		—		—		—		—
Q4 2012		24,536		1,335,094		54.41		1,335,094		54.41	(4)		—		—		—		—		—

Total 2012		24,536	$	1,335,094	$	54.41	$	1,335,094	$	54.41			—	$	—	$	—	$	—	$	—

Q1 2013		20,530	$	1,027,500	$	50.05	$	1,027,500	$	50.05			—	$	—	$	—	$	—	$	—
Q2 2013		15,644		547,374		34.99		550,397		35.18			—		—		—		—		—
Q3 2013		12,733		785,380		61.68		788,064		61.89			4,920		97,212		19.76		97,212		19.76
Q4 2013		298,077		8,050,718		27.01		8,158,851		27.37			3,400		62,904		18.50		62,904		18.50

Total 2013		346,984	$	10,410,972	$	30.00	$	10,524,812	$	30.33			8,320	$	160,116	$	19.24	$	160,116	$	19.24


	Retail											Total Property Types
							Annualized											Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per			Rentable Square		Current Annualized		Per		Revenues Under		Per
Lease Expiration	Footage Subject to		Revenues Under		Square		Expiring Leases		Square			Footage Subject to		Revenues Under		Square		Expiring Leases		Square
by Quarter	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot			Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
Q1 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			—		—		—		—		—
Q3 2012		—		—		—		—		—			—		—		—		—		—
Q4 2012		—		—		—		—		—			24,536		1,335,094		54.41		1,335,094		54.41	(4)

Total 2012		—	$	—	$	—	$	—	$	—			24,536	$	1,335,094	$	54.41	$	1,335,094	$	54.41

Q1 2013		21,016	$	641,052	$	30.50	$	641,052	$	30.50			41,546	$	1,668,552	$	40.16	$	1,668,552	$	40.16
Q2 2013		445		48,443		108.86		48,443		108.86			16,089		595,817		37.03		598,840		37.22
Q3 2013		13,056		732,031		56.07		732,031		56.07			30,709		1,614,623		52.58		1,617,307		52.67
Q4 2013		16,605		855,156		51.50		864,104		52.04			318,082		8,968,778		28.20		9,085,859		28.56

Total 2013		51,122	$	2,276,681	$	44.53	$	2,285,630	$	44.71			406,426	$	12,847,769	$	31.61	$	12,970,558	$	31.91

(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 December 31, 2012.

Boston Properties, Inc.

Fourth 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		64,817	$	2,949,641	$	45.51	$	2,949,641	$	45.51			—	$	—	$	—	$	—	$	—
2013		518,241		23,740,358		45.81		23,941,587		46.20	(4)		152,948		3,077,697		20.12		3,122,674		20.42
2014		678,690		31,924,853		47.04		32,906,140		48.48	(4)		196,020		3,452,907		17.62		3,502,069		17.87
2015		760,743		40,416,527		53.13		42,442,917		55.79	(4)		166,224		4,055,268		24.40		4,094,189		24.63
2016		518,956		21,450,426		41.33		23,222,479		44.75			33,400		736,859		22.06		791,886		23.71
2017		992,253		53,297,956		53.71		55,887,452		56.32			13,408		262,836		19.60		289,340		21.58
2018		420,611		20,581,264		48.93		23,283,405		55.36			—		—		—		—		—
2019		966,067		45,406,702		47.00		49,989,070		51.74	(5)		32,000		930,708		29.08		780,308		24.38
2020		1,121,404		50,213,964		44.78		57,172,458		50.98			79,971		1,281,270		16.02		1,281,270		16.02
2021		1,033,021		51,915,534		50.26		62,649,759		60.65			57,321		1,000,494		17.45		1,000,494		17.45
Thereafter		2,117,054		108,248,915		51.13		132,620,177		62.64	(6)		—		—		—		—		—

	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		—	$	—	$	—	$	—	$	—			64,817	$	2,949,641	$	45.51	$	2,949,641	$	45.51
2013		11,099		675,813		60.89		679,993		61.27			682,288		27,493,869		40.30		27,744,253		40.66
2014		44,934		2,766,156		61.56		3,239,140		72.09			919,644		38,143,916		41.48		39,647,349		43.11
2015		57,690		3,388,065		58.73		3,492,721		60.54			984,657		47,859,859		48.61		50,029,826		50.81
2016		68,582		3,814,152		55.61		3,955,833		57.68			620,938		26,001,436		41.87		27,970,198		45.05
2017		55,062		2,942,673		53.44		3,113,265		56.54			1,060,723		56,503,465		53.27		59,290,058		55.90
2018		57,824		3,503,853		60.60		3,855,552		66.68			478,435		24,085,117		50.34		27,138,957		56.72
2019		32,087		1,528,895		47.65		1,676,026		52.23			1,030,154		47,866,305		46.47		52,445,404		50.91	(5)
2020		22,565		1,171,278		51.91		1,348,078		59.74			1,223,940		52,666,512		43.03		59,801,807		48.86
2021		66,644		3,962,762		59.46		4,701,653		70.55			1,156,986		56,878,790		49.16		68,351,905		59.08
Thereafter		245,898		9,046,219		36.79		11,488,197		46.72			2,362,952		117,295,134		49.64		144,108,374		60.99	(6)

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

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

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

(4)

Includes 114,811 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from 2013, 2014 and 2015, the current and future expiring rental rate would be (i) $38.24 per square foot and $38.73 per square foot, respectively, for 2013, (ii) $42.48 per square foot and $47.82 per square foot, respectively, for 2014 and (iii) $47.30 per square foot and $49.83 per square foot, respectively, for 2015.

(5)	Includes 58,340 square feet of leased premises in properties under development.

(6)	Includes 173,452 square feet of leased premises in properties under development.

Boston Properties, Inc.

Fourth Quarter 2012

IN-SERVICE WASHINGTON, DC REGION PROPERTIES

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


	OFFICE											OFFICE/TECHNICAL
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			—		—		—		—		—
Q3 2012		—		—		—		—		—			—		—		—		—		—
Q4 2012		64,817		2,949,641		45.51		2,949,641		45.51	(4)		—		—		—		—		—

Total 2012		64,817	$	2,949,641	$	45.51	$	2,949,641	$	45.51			—	$	—	$	—	$	—	$	—

Q1 2013		70,605	$	3,717,750	$	52.66	$	3,971,170	$	56.24			59,529	$	1,154,868	$	19.40	$	1,154,868	$	19.40
Q2 2013		256,338		8,322,876		32.47		8,263,910		32.24			40,880		816,377		19.97		833,770		20.40
Q3 2013		112,351		5,360,105		47.71		5,362,593		47.73			—		—		—		—		—
Q4 2013		78,947		6,339,626		80.30		6,343,914		80.36	(5)		52,539		1,106,453		21.06		1,134,036		21.58

Total 2013		518,241	$	23,740,358	$	45.81	$	23,941,587	$	46.20			152,948	$	3,077,697	$	20.12	$	3,122,674	$	20.42


	Retail											Total Property Types
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2012		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2012		—		—		—		—		—			—		—		—		—		—
Q3 2012		—		—		—		—		—			—		—		—		—		—
Q4 2012		—		—		—		—		—			64,817		2,949,641		45.51		2,949,641		45.51	(4)

Total 2012		—	$	—	$	—	$	—	$	—			64,817	$	2,949,641	$	45.51	$	2,949,641	$	45.51

Q1 2013		940	$	66,852	$	71.12	$	66,852	$	71.12			131,074	$	4,939,470	$	37.68	$	5,192,891	$	39.62
Q2 2013		8,199		429,482		52.38		429,482		52.38			305,417		9,568,735		31.33		9,527,162		31.19
Q3 2013		—		—		—		—		—			112,351		5,360,105		47.71		5,362,593		47.73
Q4 2013		1,960		179,479		91.57		183,658		93.70			133,446		7,625,558		57.14		7,661,608		57.41

Total 2013		11,099	$	675,813	$	60.89	$	679,993	$	61.27			682,288	$	27,493,869	$	40.30	$	27,744,253	$	40.66

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

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

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

(4)	Represents leases that were occupied as of and expired on 12/31/2012.

(5)	Includes 29,838 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from Q4 2013, the current and future expiring rental rate would be $43.79 per square foot and $43.79 per square foot, respectively.

Boston Properties, Inc.

Fourth Quarter 2012

CBD PROPERTIES

Lease Expirations (1) (2) (3)


	Boston											San Francisco
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2012		7,488	$	340,536	$	45.48	$	340,536	$	45.48			24,536	$	1,335,094	$	54.41	$	1,335,094	$	54.41
2013		216,762		13,737,327		63.38		13,831,514		63.81	(4)		180,834		8,770,929		48.50		8,809,225		48.71
2014		857,106		38,635,948		45.08		38,694,031		45.14			283,186		13,046,041		46.07		13,211,813		46.65
2015		628,770		36,321,899		57.77		36,549,005		58.13			271,629		12,624,909		46.48		13,085,974		48.18
2016		557,433		37,154,304		66.65		37,603,416		67.46	(5)		985,115		44,935,066		45.61		45,509,660		46.20
2017		295,200		18,900,104		64.02		18,855,359		63.87			256,588		12,408,730		48.36		12,902,782		50.29
2018		271,351		12,850,557		47.36		13,370,930		49.28			125,469		7,061,295		56.28		7,689,353		61.28
2019		664,336		32,369,814		48.73		34,473,617		51.89			125,244		5,946,005		47.48		6,572,770		52.48
2020		318,905		14,515,633		45.52		17,407,495		54.59			469,281		27,120,318		57.79		28,892,162		61.57
2021		390,352		19,276,005		49.38		20,910,555		53.57			151,050		6,951,890		46.02		8,002,353		52.98
Thereafter		4,093,476		215,340,800		52.61		254,994,189		62.29			424,082		19,028,682		44.87		22,905,060		54.01

	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		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
2013		63,876		5,545,462		86.82		5,388,462		84.36			381,820		14,440,135		37.82		14,703,356		38.51
2014		162,348		20,267,455		124.84		20,667,831		127.31			184,602		9,068,953		49.13		9,172,938		49.69
2015		228,233		25,862,377		113.32		25,785,762		112.98			338,283		20,171,087		59.63		20,914,044		61.82
2016		326,309		33,952,987		104.05		34,941,976		107.08			63,655		3,253,436		51.11		3,462,095		54.39
2017		1,490,272		151,122,087		101.41		154,369,844		103.59			779,404		44,385,879		56.95		45,844,008		58.82
2018		273,188		31,845,527		116.57		33,143,088		121.32			93,308		6,021,077		64.53		6,641,465		71.18
2019		1,016,156		85,219,558		83.86		90,348,112		88.91			420,626		24,136,427		57.38		27,382,500		65.10
2020		1,351,590		105,948,139		78.39		112,244,577		83.05			429,090		21,764,593		50.72		24,952,096		58.15
2021		498,389		50,660,821		101.65		62,937,971		126.28			555,155		31,647,417		57.01		38,298,763		68.99
Thereafter		2,689,450		221,056,303		82.19		251,830,362		93.64			1,170,251		73,084,093		62.45		91,009,164		77.77	(6)

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

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

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

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

(4)	Excluding kiosks with one square foot at the Prudential Center, current and future expiring rents would be $57.20 per square foot and $58.21 per square foot, respectively, in 2013.

(5)	Includes 225,532 square feet of research/laboratory space. Excluding the research/laboratory space, current and future expiring rents would be $52.25 per square foot and $53.62 per square foot, respectively, in 2016.

(6)	Includes 173,452 square feet of leased premises in properties under development.

Boston Properties, Inc.

Fourth 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		17,542	$	623,451	$	35.54	$	623,451	$	35.54		—	$	—	$	—	$	—	$	—
2013		299,544		9,562,682		31.92		9,581,246		31.99		225,592		4,076,840		18.07		4,161,333		18.45
2014		332,894		11,048,718		33.19		11,016,183		33.09		244,105		8,929,719		36.58		9,144,770		37.46
2015		426,822		12,442,603		29.15		13,468,350		31.55		283,791		9,885,419		34.83		10,456,855		36.85
2016		584,686		19,765,852		33.81		20,742,941		35.48		275,400		5,831,547		21.17		6,838,048		24.83
2017		475,155		13,791,941		29.03		15,142,448		31.87		266,158		8,660,117		32.54		9,791,547		36.79
2018		129,584		4,149,972		32.03		4,471,449		34.51		4,280		138,672		32.40		160,757		37.56
2019		284,640		10,981,395		38.58		11,975,644		42.07		—		—		—		—		—
2020		18,113		307,921		17.00		353,204		19.50		14,160		644,708		45.53		744,161		52.55
2021		324,288		7,327,485		22.60		7,542,470		23.26		—		—		—		—		—
Thereafter		936,465		37,033,317		39.55		40,120,330		42.84		—		—		—		—		—

	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		—	$	—	$	—	$	—	$	—		64,817	$	2,949,641	$	45.51	$	2,949,641	$	45.51
2013		—		—		—		—		—		300,468		13,053,733		43.44		13,040,897		43.40	(4)
2014		—		—		—		—		—		735,042		29,074,963		39.56		30,474,411		41.46	(4)
2015		—		—		—		—		—		646,374		27,688,772		42.84		29,115,782		45.04	(4)
2016		—		—		—		—		—		557,283		22,748,000		40.82		24,508,103		43.98
2017		—		—		—		—		—		281,319		12,117,585		43.07		13,446,050		47.80
2018		—		—		—		—		—		385,127		18,064,040		46.90		20,497,493		53.22
2019		—		—		—		—		—		609,528		23,729,879		38.93		25,062,904		41.12	(5)
2020		—		—		—		—		—		794,850		30,901,919		38.88		34,849,710		43.84
2021		—		—		—		—		—		601,831		25,231,373		41.92		30,053,141		49.94
Thereafter		—		—		—		—		—		1,192,701		44,211,042		37.07		53,099,210		44.52

	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		188,233		6,390,223		33.95		6,414,329		34.08		—		—		—		—		—
2014		427,989		13,992,242		32.69		14,131,743		33.02		—		—		—		—		—
2015		240,305		7,893,633		32.85		8,041,225		33.46		—		—		—		—		—
2016		94,202		3,202,545		34.00		3,271,319		34.73		—		—		—		—		—
2017		193,277		6,536,057		33.82		6,819,479		35.28		—		—		—		—		—
2018		56,270		1,776,379		31.57		1,852,855		32.93		—		—		—		—		—
2019		204,737		6,557,439		32.03		7,118,598		34.77		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
2021		58,125		1,782,783		30.67		1,970,548		33.90		—		—		—		—		—
Thereafter		433,887		15,436,039		35.58		15,354,074		35.39		—		—		—		—		—

(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 114,811 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from 2013, 2014 and 2015, the current and future expiring rental rate would be (i) $29.29 per square foot and $29.37 per square foot, respectively, for 2013, (ii) $35.04 per square foot and $36.83 per square foot, respectively, for 2014 and (iii) $35.09 per square foot and $37.10 per square foot, respectively, for 2015.

(5)	Includes 58,340 square feet of leased premises in properties under development.

Boston Properties, Inc.

Fourth Quarter 2012

HOTEL PERFORMANCE

(in thousands, except occupancy, rental rate and percent change amounts)


*Cambridge Center Marriott*	Fourth Quarter			Fourth Quarter			Percent			YTD			YTD			Percent
*Cambridge Center Marriott*	2012			2011			Change			2012			2011			Change
Occupancy		72.5	%		74.6	%		-2.8	%		78.8	%		78.2	%		0.8	%
Average Daily Rate	$	239.95		$	227.08			5.7	%	$	226.58		$	210.45			7.7	%
Revenue per available room	$	173.89		$	169.51			2.6	%	$	178.66		$	164.15			8.8	%
Rental Revenue	$	11,691		$	11,632	(1)		0.5	%
Operating expenses and real estate taxes		8,519			8,076			5.5	%

Net Operating Income	$	3,172		$	3,556			-10.8	%

Less: Straight line rent and fair value lease revenue		1			60			-98.3	%

Rental Revenue - cash basis		11,690			11,572			1.0	%
Less: Operating expenses and real estate taxes		8,519			8,076			5.5	%
Add: Straight line ground rent expense		—			—			—

Net Operating Income - cash basis	$	3,171		$	3,496			-9.3	%


*RESIDENTIAL PERFORMANCE*
*(in thousands, except occupancy, rental rate and percent change amounts)*

Residences on The Avenue located at 2221 I Street, NW, Washington, DC	Fourth Quarter 2012			Fourth Quarter 2011			Percent Change
Average Rental Rate (2)	$	3,383		$	3,219			5.1	%
Average Rental Rate Per Occupied Square Foot (2)	$	4.15		$	3.94			5.3	%
Physical Occupancy (2) (3)		93.9	%		75.5	%		24.4	%
Economic Occupancy (3)		93.8	%		65.2	%		43.9	%
Rental Revenue (4)	$	4,511		$	2,887			56.3	%
Operating expenses and real estate taxes		2,420			2,087			16.0	%

Net Operating Income (4)	$	2,091		$	800			161.4	%

Less: Straight line rent and fair value lease revenue		96			110			-12.7	%

Rental Revenue - cash basis		4,415			2,777			59.0	%
Less: Operating expenses and real estate taxes		2,420			2,087			16.0	%
Add: Straight line ground rent expense		552			567			-2.6	%

Net Operating Income - cash basis	$	2,547		$	1,257			102.6	%


The Lofts at Atlantic Wharf, Boston, MA	Fourth Quarter 2012			Fourth Quarter 2011			Percent Change
Average Rental Rate (5)	$	3,750		$	3,494			7.3	%
Average Rental Rate Per Occupied Square Foot (5)	$	4.14		$	4.12			0.5	%
Physical Occupancy (3) (5)		97.7	%		80.2	%		21.8	%
Economic Occupancy (3)		99.1	%		72.7	%		36.3	%
Rental Revenue (6)	$	1,044		$	701			48.9	%
Operating expenses and real estate taxes		428			251			70.5	%

Net Operating Income (6)	$	616		$	450			36.9	%

Less: Straight line rent and fair value lease revenue		6			30			-80.0	%

Rental Revenue - cash basis		1,038			671			54.7	%
Less: Operating expenses and real estate taxes		428			251			70.5	%
Add: Straight line ground rent expense		—			—			—

Net Operating Income - cash basis	$	610		$	420			45.2	%

(1)	Includes approximately $386,000 of real estate tax refund received in the quarter ended December 31, 2011.

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

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

(4)	Includes 49,528 square feet of retail space, which had revenue of approximately $818,000 and $606,000 for the quarter ended December 31, 2012 and December 31, 2011, respectively.

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

(6)	Includes 9,617 square feet of retail space, which had revenue of approximately $82,000 and $69,000 for the quarter ended December 31, 2012 and December 31, 2011, respectively.

Boston Properties, Inc.

Fourth Quarter 2012

OCCUPANCY ANALYSIS

Same Property Occupancy⁽¹⁾ - By Location


	CBD						Suburban						Total
Location	31-Dec-12			31-Dec-11			31-Dec-12			31-Dec-11			31-Dec-12			31-Dec-11
Boston		98.4	%		92.1	%		78.4	%		82.5	%		89.8	%		87.9	%
New York		95.4	%		97.8	%		n/a			n/a			95.4	%		97.8	%
Princeton		n/a			n/a			78.2	%		75.8	%		78.2	%		75.8	%
San Francisco		95.4	%		92.0	%		76.5	%		77.4	%		89.7	%		87.6	%
Washington, DC		96.2	%		96.9	%		92.5	%		96.8	%		94.1	%		96.8	%

Total Portfolio		96.4	%		95.1	%		83.6	%		86.3	%		91.4	%		91.7	%

Same Property Occupancy⁽¹⁾ - By Type of Property


	CBD						Suburban						Total
	31-Dec-12			31-Dec-11			31-Dec-12			31-Dec-11			31-Dec-12			31-Dec-11
Total Office Portfolio		96.4	%		95.0	%		83.4	%		85.9	%		91.5	%		91.6	%
Total Office/Technical Portfolio		100.0	%		100.0	%		87.0	%		92.5	%		90.4	%		94.4	%

Total Portfolio		96.4	%		95.1	%		83.6	%		86.3	%		91.4	%		91.7	%

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

Boston Properties, Inc.

Fourth Quarter 2012

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office			Office/Technical			Hotel & Residential (1)			Total
Number of Properties		120			16			3			139
Square feet		36,038,811			1,148,855			744,407			37,932,073
Percent of properties in-service		91.0	%		97.5	%		100.0	%		92.0	%
Occupancy @ 12/31/2011		91.6	%		94.4	%		—			91.7	%
Occupancy @ 12/31/2012		91.5	%		90.4	%		—			91.4	%
Percent change from 4th quarter 2012 over 4th quarter 2011 (2):
Rental revenue		2.3	%		-2.7	%		13.3	%
Operating expenses and real estate taxes		3.2	%		-7.2	%		9.2	%
Consolidated Net Operating Income (3) - excluding hotel & residential											1.7	%(2)
Consolidated Net Operating Income (3) - Hotel & residential											22.3	%(2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)											-15.0	%(2)
Portfolio Net Operating Income (3)											-0.9	%
Rental revenue - cash basis		2.7	%		-2.4	%		14.1	%
Consolidated Net Operating Income (3) - cash basis (5) excluding hotel & residential		2.4	%		-0.5	%					2.3	%(2)
Consolidated Net Operating Income (3) - cash basis (5) - Hotel & residential											22.3	%(2)
Net Operating Income - cash basis (5) - BXP’s share of unconsolidated joint ventures											-0.5	%(2)
Portfolio Net Operating Income (3) - cash basis (5)											2.3	%

Same Property Lease Analysis - quarter ended December 31, 2012


	Office			Office/Technical			Total
Vacant space available @ 10/1/2012 (sf)		3,018,022	(6)		80,708			3,098,730
Square footage of leases expiring or terminated 10/1/2012-12/31/2012		983,545			—			983,545

Total space for lease (sf)		4,001,567			80,708			4,082,275

New tenants (sf)		287,829			—			287,829
Renewals (sf)		602,792			—			602,792

Total space leased (sf)		890,621			—			890,621

Space available @ 12/31/2012 (sf)		3,110,946			80,708			3,191,654

Net (increase)/decrease in available space (sf)		(92,924	)		—			(92,924	)
2nd generation Average lease term (months)		81			—			81
2nd generation Average free rent (days)		42			—			42
2nd generation TI/Comm PSF	$	36.60		$	—		$	36.60
Increase (decrease) in 2nd generation gross rents (7)		-0.51	%		0.00	%		-0.51	%
Increase (decrease) in 2nd generation net rents (7)		-1.06	%		0.00	%		-1.06	%

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

(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)	Vacancy available at the beginning of the quarter includes 32,148 square feet of vacancy at Montvale Center. Refer to the footnote regarding Montvale Center on page 7.

(7)	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 728,376 square feet.

Boston Properties, Inc.

Fourth Quarter 2012

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	December 31, 2012			December 31, 2011
	*(in thousands)*
Net income attributable to Boston Properties, Inc.	$	65,400		$	101,644
Net income attributable to noncontrolling interests:
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—			47
Noncontrolling interest - common units of the Operating Partnership		7,820			12,470
Noncontrolling interest - redeemable preferred units of the Operating Partnership		1,057			842
Noncontrolling interests in property partnerships		2,331			440
Discontinued operations:
Income from discontinued operations		—			(437	)

Income from continuing operations		76,608			115,006
Add:
Interest expense		103,452			103,967
Losses from early extinguishments of debt		—			1,494
Depreciation and amortization		120,550			108,511
Transaction costs		401			80
General and administrative expense		15,940			19,329
Subtract:
Gains from investments in securities		(187	)		(38	)
Interest and other income		(2,062	)		(1,179	)
Income from unconsolidated joint ventures		(6,949	)		(57,712	)
Development and management services income		(8,343	)		(8,726	)

Consolidated Net Operating Income		299,410			280,732
Net Operating Income from unconsolidated joint ventures (BXP’s share) (1)		49,891			58,108

Combined Net Operating Income		349,301			338,840
Subtract:
Net Operating Income from Value-Added Fund (BXP’s share)		(1,396	)		(1,208	)

Portfolio Net Operating Income	$	347,905		$	337,632

Same Property Net Operating Income		314,134			316,993
Net operating income from non Same Properties (2)		31,376			13,471
Termination income		2,395			7,168

Portfolio Net Operating Income	$	347,905		$	337,632

Same Property Net Operating Income		314,134			316,993
Less straight-line rent and fair value lease revenue		(28,585	)		(37,857	)
Add straight-line ground rent expense		1,838			1,788

Same Property Net Operating Income - cash basis	$	287,387		$	280,924

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

(2)	Pages 20-22 and 40 indicate by footnote the properties which are not included as part of Same Property Net Operating Income.

Boston Properties, Inc.

Fourth 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-Dec-12		31-Dec-11		Change			Change			31-Dec-12			31-Dec-11			Change			Change
Rental Revenue	$	403,184	$	393,296							$	9,597		$	9,917
Less Termination Income		1,997		1,146								—			49

Rental revenue - subtotal		401,187		392,150	$	9,037			2.3	%		9,597			9,868		$	(271	)		(2.7	%)
Operating expenses and real estate taxes		147,361		142,823		4,538			3.2	%		2,600			2,801			(201	)		(7.2	%)

Net Operating Income (1)	$	253,826	$	249,327	$	4,499			1.8	%	$	6,997		$	7,067		$	(70	)		(1.0	%)

Rental revenue - subtotal	$	401,187	$	392,150							$	9,597		$	9,868
Less straight line rent and fair value lease revenue		15,819		16,765		(946	)		(5.6	%)		(83	)		(46	)		(37	)		(80.4	%)

Rental revenue - cash basis		385,368		375,385		9,983			2.7	%		9,680			9,914			(234	)		(2.4	%)
Less:
Operating expenses and real estate taxes		147,361		142,823		4,538			3.2	%		2,600			2,801			(201	)		(7.2	%)
Add:
Straight line ground rent expense (2)		1,286		1,221		65			5.3	%		—			—			—			0.0	%

Net Operating Income (3) - cash basis	$	239,293	$	233,783	$	5,510			2.4	%	$	7,080		$	7,113		$	(33	)		(0.5	%)


	Sub-Total										Hotel & Residential
	For the three months ended				$			%			For the three months ended						$			%
	31-Dec-12		31-Dec-11		Change			Change			31-Dec-12			31-Dec-11			Change			Change
Rental Revenue	$	412,781	$	403,213							$	17,246		$	15,220
Less Termination Income		1,997		1,195								—			—

Rental revenue - subtotal		410,784		402,018	$	8,766			2.2	%		17,246			15,220		$	2,026			13.3	%
Operating expenses and real estate taxes		149,961		145,624		4,337			3.0	%		11,367			10,414			953			9.2	%

Net Operating Income (1)	$	260,823	$	256,394	$	4,429			1.7	%	$	5,879		$	4,806		$	1,073			22.3	%

Rental revenue - subtotal	$	410,784	$	402,018							$	17,246		$	15,220
Less straight line rent and fair value lease revenue		15,736		16,719		(983	)		(5.9	%)		103			200			(97	)		(48.5	%)

Rental revenue - cash basis		395,048		385,299		9,749			2.5	%		17,143			15,020			2,123			14.1	%
Less:
Operating expenses and real estate taxes		149,961		145,624		4,337			3.0	%		11,367			10,414			953			9.2	%
Add:
Straight line ground rent expense (2)		1,286		1,221		65			5.3	%		552			567			(15	)		(2.6	%)

Net Operating Income (3) - cash basis	$	246,373	$	240,896	$	5,477			2.3	%	$	6,328		$	5,173		$	1,155			22.3	%



	Unconsolidated Joint Ventures (4)										Total
	For the three months ended				$			%			For the three months ended				$			%
	31-Dec-12		31-Dec-11		Change			Change			31-Dec-12		31-Dec-11		Change			Change
Rental Revenue	$	69,752	$	76,966							$	499,779	$	495,399
Less Termination Income		300		705								2,297		1,900

Rental revenue - subtotal		69,452		76,261	$	(6,809	)		(8.9	%)		497,482		493,499	$	3,983			0.8	%
Operating expenses and real estate taxes		22,020		20,468		1,552			7.6	%		183,348		176,506		6,842			3.9	%

Net Operating Income (1)	$	47,432	$	55,793	$	(8,361	)		(15.0	%)	$	314,134	$	316,993	$	(2,859	)		(0.9	%)

Rental revenue - subtotal	$	69,452	$	76,261							$	497,482	$	493,499
Less straight line rent and fair value lease revenue		12,746		20,938		(8,192	)		(39.1	%)		28,585		37,857		(9,272	)		(24.5	%)

Rental revenue - cash basis		56,706		55,323		1,383			2.5	%		468,897		455,642		13,255			2.9	%
Less:
Operating expenses and real estate taxes		22,020		20,468		1,552			7.6	%		183,348		176,506		6,842			3.9	%
Add:
Straight line ground rent expense (2)		—		—		—			0.0	%		1,838		1,788		50			2.8	%

Net Operating Income (3) - cash basis	$	34,686	$	34,855	$	(169	)		(0.5	%)	$	287,387	$	280,924	$	6,463			2.3	%

(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.

Fourth Quarter 2012

LEASING ACTIVITY

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


	Office			Office/Technical			Total
Vacant space available @ 10/1/2012 (sf)		3,319,307	(1)		80,708			3,400,015
Property dispositions/ assets taken out of service (sf)		—			—			—
Property acquisitions (sf)		38,992			—			38,992
Properties placed in-service (sf)		173,452			—			173,452
Leases expiring or terminated 10/1/2012-12/31/2012 (sf)		999,728			5,500			1,005,228

Total space for lease (sf)		4,531,479			86,208			4,617,687

New tenants (sf)		499,738			—			499,738
Renewals (sf)		611,196			5,500			616,696

Total space leased (sf)		1,110,934			5,500			1,116,434	(2)

Space available @ 12/31/2012 (sf)		3,420,545			80,708			3,501,253

Net (increase)/decrease in available space (sf)		(101,238	)		—			(101,238	)
2nd generation Average lease term (months)		83			30			82
2nd generation Average free rent (days)		52			—			52
2nd generation TI/Comm PSF	$	37.64		$	—		$	37.41
Increase (decrease) in 2nd generation gross rents (3)		-0.44	%		6.71	%		-0.41	%
Increase (decrease) in 2nd generation net rents (4)		-1.09	%		9.31	%		-1.04	%


	All leases 1st Generation		All leases 2nd Generation		Incr (decr) in 2nd gen. gross cash rents (3)			Incr (decr) in 2nd gen. net cash rents (4)			Total Leased (5)		Total square feet of leases executed in the quarter (6)
Boston		2,368		580,414		1.36	%		1.76	%		582,782		590,037
New York		—		23,224		-16.14	%(7)		-28.44	%(7)		23,224		300,359
Princeton		—		41,174		0.00	%(7)		0.00	%(7)		41,174		322,502
San Francisco		—		100,923		2.69	%		4.25	%		100,923		272,431
Washington, DC		183,614		184,717		-4.73	%		-7.47	%		368,331		771,407

		185,982		930,452		-0.41	%		-1.04	%		1,116,434		2,256,736

(1)	Vacancy available at the beginning of the quarter includes 32,148 square feet of vacancy at Montvale Center. Refer to the footnote regarding Montvale Center on page 7.

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

(3)	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 750,059.

(4)	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 750,059.

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

(6)	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 188,866.

(7)	During the quarter, Princeton had no leases commence that had been vacant for less than twelve months and New York had one lease for 4,249 square feet included in the comparable statistics.

Boston Properties, Inc.

Fourth Quarter 2012

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q4 2012		Q3 2012		Q2 2012		Q1 2012		2011			2010			2009
Recurring capital expenditures	$	10,711	$	6,262	$	5,005	$	1,796	$	29,334		$	13,988		$	27,813
Planned non-recurring capital expenditures associated with acquisition properties		6,127		3,366		6,549		6,245		4,358			395			865
Hotel improvements, equipment upgrades and replacements		214		305		190		187		4,010	(1)		2,262	(2)		1,515

	$	17,052	$	9,933	$	11,744	$	8,228	$	37,702		$	16,645		$	30,193


*2nd Generation Tenant Improvements and Leasing Commissions*

	Q4 2012		Q3 2012		Q2 2012		Q1 2012		2011			2010			2009
Office
Square feet		924,952		790,617		895,209		962,047		4,116,436			4,765,440			3,545,251

Tenant improvements and lease commissions PSF	$	37.64	$	50.74	$	40.55	$	52.66	$	30.32		$	35.77		$	32.59

Office/Technical
Square feet		5,500		9,820		13,408		31,060		184,849			149,617			115,848

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

Average tenant improvements and lease commissions PSF	$	37.41	$	50.12	$	40.20	$	51.03	$	30.05		$	34.74		$	31.56

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

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

Boston Properties, Inc.

Fourth Quarter 2012

ACQUISITIONS/DISPOSITIONS

as of December 31, 2012

ACQUISITIONS

For the period from January 1, 2012 through December 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		1,265,399		615,600,000		—		615,600,000		96	%
680 Folsom Street	August 29, 2012		522,000		157,563,000		182,437,000		340,000,000		85	%(1)
Fountain Square (50% ownership interest - consolidated)	October 4, 2012		758,212		385,000,000		15,000,000		400,000,000		95	%(2)

Total Acquisitions			2,575,231	$	1,164,813,000	$	197,437,000	$	1,362,250,000		93	%

(1)	See page 48 for additional information. Excludes the acquisition of the land parcel at 690 Folsom Street with an allocated value in accordance with ASC 805 of approximately $3.1 million (see page 49).

(2)

On October 4, 2012, the Company completed the formation of a joint venture which owns and operates Fountain Square located in Reston, Virginia, adjacent to the Company’s other Reston properties. Fountain Square is an office and retail complex aggregating approximately 758,000 net rentable square feet, comprised of approximately 521,000 net rentable square feet of Class A office space and approximately 237,000 net rentable square feet of retail space. The joint venture partner contributed the property valued at approximately $385.0 million and related mortgage indebtedness totaling approximately $211.3 million for a 50% interest in the joint venture. The Company contributed cash totaling approximately $87.0 million for its 50% interest, which cash was distributed to the joint venture partner. The Company is consolidating this joint venture. The mortgage loan bears interest at a fixed rate of 5.71% per annum and matures on October 11, 2016. Pursuant to the joint venture agreement (i) the Company has rights to acquire the partner’s 50% interest and (ii) the partner has the right to cause the Company to acquire the partner’s interest on January 4, 2016, in each case at a fixed price totaling approximately $102.0 million in cash. The fixed price option rights expire on January 31, 2016. Assuming the Company or the partner causes the Company to purchase the remaining 50% interest, the Company’s total investment will be approximately $400.0 million.

DISPOSITIONS

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


Property	Date Disposed	Square Feet		Gross Sales Price		Book Gain
Bedford Business Park	May 17, 2012		470,091	$	62,800,000	$	36,877,000	(1)
300 Billerica Road (Value-Added Fund) (25% ownership)	September 27, 2012		110,882		3,050,000		248,000	(2)

Total Dispositions			580,973	$	65,850,000	$	37,125,000

(1)

(2)

On September 27, 2012, the Company’s Value-Added Fund completed the sale of its 300 Billerica Road property located in Chelmsford, Massachusetts for approximately $12.2 million, including the assumption by the buyer of $7.5 million of mortgage indebtedness. Net cash proceeds totaled approximately $4.3 million, of which the Company’s share was approximately $2.8 million, after the payment of transaction costs. The Company’s share of the net proceeds included approximately $2.4 million resulting from the Value-Added Fund’s repayment of a loan from the Company’s Operating Partnership. The Value-Added Fund recognized a gain on sale of real estate totaling approximately $1.0 million, of which the Company’s share totaled approximately $0.2 million and is included within income from unconsolidated joint ventures in the Company’s consolidated statements of operations, but excluded from the Company’s calculation of FFO.

Boston Properties, Inc.

Fourth Quarter 2012

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of December 31, 2012


Construction Properties	Initial Occupancy		Estimated Stabiliz- ation Date		Location	# of Buildings		Square feet		Investment to Date (2)			Estimated Total Invest- ment (2)		Total Constr- uction Loan (2)			Amount Drawn at 12/31/2012 (2)		Estimated Future Equity Require- ment (2)		Percentage Leased (3)			Percentage Placed in Service (4)
Office
Annapolis Junction Building Six (50% ownership)		Q3 2012		Q3 2013	Annapolis, MD		1		120,000	$	11,166,476		$	14,000,000	$	9,500,000		$	6,961,546	$	295,070		49	%		49	%
500 North Capitol Street, N.W. (30% ownership)		Q4 2012		Q4 2013	Washington, DC		1		232,000		30,033,130			36,540,000		32,100,000			25,904,544		311,414		82	%		75	%
Two Patriots Park (formerly 12300 Sunrise Valley) (5)		Q2 2013		Q2 2013	Reston, VA		1		255,951		52,557,847			64,000,000		—			—		11,442,153		100	%		0	%
Seventeen Cambridge Center		Q3 2013		Q3 2013	Cambridge, MA		1		195,191		59,101,688			86,300,000		—			—		27,198,312		100	%		0	%
Cambridge Center Connector (6)		Q3 2013		Q3 2013	Cambridge, MA		—		42,500		6,892,487			24,600,000		—			—		17,707,513		100	%		0	%
Annapolis Junction Building Seven (50% ownership)		Q4 2013		Q4 2014	Annapolis, MD		1		125,000		3,995,258			16,050,000							12,054,742		0	%		0	%
680 Folsom Street (7)		Q1 2014		Q3 2015	San Francisco, CA		2		522,000		185,848,222			340,000,000		(7	)		—		154,151,778		85	%		0	%
250 West 55th Street (8)		Q1 2014		Q4 2015	New York, NY		1		989,000		730,812,158			1,050,000,000		—			—		319,187,842		46	%		0	%

Total Office Properties under Construction							8		2,481,642	$	1,080,407,265		$	1,631,490,000	$	41,600,000		$	32,866,090	$	542,348,825		66	%		3	%

Residential
The Avant at Reston Town Center (359 units)		Q4 2013		Q4 2015	Reston, VA		1		355,668	$	67,620,165		$	137,250,000	$	—		$	—	$	69,629,835		N/A			N/A

Total Residential Properties under Construction							1		355,668	$	67,620,165		$	137,250,000	$	—		$	—	$	69,629,835		N/A			N/A

Total Properties under Construction							9		2,837,310	$	1,148,027,430		$	1,768,740,000	$	41,600,000		$	32,866,090	$	611,978,660		66	%		3	%


*PROJECTS PLACED IN-SERVICE DURING 2012*

	Initial In Service Date		Estimated Stabilization Date		Location	# of Buildings		Square feet		Investment to Date (2)			Estimated Total Investment (2)		Debt (2)			Amount Drawn at 12/31/2012 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)
510 Madison Avenue		Q2 2011		Q1 2014	New York, NY		1		355,598	$	370,714,173		$	375,000,000	$	—		$	—	$	4,285,827		56	%		100	%
One Patriots Park (formerly 12310 Sunrise Valley) (9)		Q2 2012		Q2 2012	Reston, VA		1		267,531		60,535,770			67,000,000		—			—		6,264,230		100	%		100	%

Total Projects placed in Service							2		623,129	$	431,249,943		$	442,000,000	$	—		$	—	$	10,550,057		75	%		100	%


*IN-SERVICE PROPERTIES HELD FOR RE-DEVELOPMENT*
			Sub Market			# of Buildings		Existing Square Feet		Leased %			Annualized Revenue Per Leased SF (10)		Encumbered with secured debt (Y/N)			Central Business District (CBD) or Suburban (S)		Estimated Future SF (11)
6601 Springfield Center Drive				Fairfax County VA			1		26,388		37.2	%	$	12.29		N			S		386,000
North First Business Park				San Jose CA			5		190,636		87.2	%		14.62		N			S		683,000
601 Massachusetts Avenue (12)				East End Washington DC			1		211,000		100.0	%		28.31		N			CBD		478,000

Total Properties held for Re-Development							7		428,024		90.4	%	$	22.02							1,547,000

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

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

(3)	Represents percentage leased as of January 25, 2013, including leases with future commencement dates and excluding 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 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.

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

(7)	The Company terminated the construction loan on December 18, 2012.

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

(9)	The Company commenced redevelopment of 12310 Sunrise Drive on July 5, 2011 and was placed in service on May 4, 2012 Project cost includes the incremental costs related to redevelopment and excludes original investment in the asset.

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

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

(12)	The Company executed a lease with Arnold & Porter on December 21, 2012 for approximately 376,000 square feet, or 79% of the building, at 601 Massachusetts Avenue. Construction is expected to commence in Q2 2013.

Boston Properties, Inc.

Fourth Quarter 2012

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of December 31, 2012


Location	Acreage		Approximate Developable Square Feet
San Jose, CA (1) (2)		44.0		2,409,364
Reston, VA		33.8		910,000
Waltham, MA		25.4		1,150,000
Gaithersburg, MD		27.0		850,000
Springfield, VA (1)		17.8		773,612
Dulles, VA		76.6		760,000
Rockville, MD		58.1		759,000
Boston, MA		1.0		450,000
Marlborough, MA		50.0		400,000
Annapolis, MD (50% ownership)		20.0		300,000
Washington, DC (1)		1.0		267,000
Andover, MA		10.0		110,000
New York, NY (50% ownership) (3)		0.2		TBD
San Francisco, CA (4)		0.2		22,000

		365.1		9,160,976

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of December 31, 2012


Location	Acreage		Approximate Developable Square Feet
Princeton, NJ (5)		143.1		1,780,000
Cambridge, MA (6)		—		207,500
San Francisco (50% ownership) (7)		1.1		1,400,000

		144.2		3,387,500

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

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

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

(4)	On August 29, 2012, the Company acquired this corner site as part of the acquisition of 680 Folsom Street. It is an adjacent parcel with an approximate 22,000 square foot, vacant two-story structure that may be redeveloped in the future.

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

(6)	Includes 7,500 square feet of development rights for office / lab space and the option to purchase 200,000 square feet of residential rights.

(7)

On October 19, 2012, the Company formed a 50/50 joint venture with an affiliate of Hines to pursue the acquisition of land in San Francisco, CA which could support a 61 story, 1.4 million square foot office building, to be known as Transbay Tower. The joint venture has executed a purchase agreement for the site and provided a $10 million deposit with closing subject to customary conditions.

Boston Properties, Inc.

Fourth Quarter 2012

Definitions

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

Funds from Operations

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

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

Funds Available for Distribution (FAD)

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

Total Consolidated Debt to Total Consolidated Market Capitalization Ratio

Total consolidated debt to total consolidated market capitalization ratio, defined as total consolidated debt as a percentage of the market value of our outstanding equity securities plus our total consolidated debt, is a measure of leverage commonly used by analysts in the REIT sector. Total consolidated market capitalization is the sum of (A) our total consolidated indebtedness outstanding plus (B) the market value of our outstanding equity securities calculated using the closing price per share of common stock of the Company multiplied by the sum of (1) outstanding shares of common stock of the Company, (2) outstanding common units of limited partnership interest in Boston Properties Limited Partnership (excluding common units held by the Company), (3) common units issuable upon conversion of all outstanding Series Two Preferred Units of partnership interest in Boston Properties Limited Partnership and (4) common units issuable upon conversion of all outstanding LTIP Units, assuming all conditions have been met for the conversion of the LTIP Units plus (C) outstanding Series Four Preferred Units of partnership interest in Boston Properties Limited Partnership multiplied by the fixed liquidation preference of $50 per unit. 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 plus (C) outstanding Series Four Preferred Units of partnership interest in Boston Properties Limited Partnership multiplied by the fixed liquidation preference of $50 per unit. 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 767 Fifth Avenue (The GM Building), Two Grand Central Tower, 125 West 55th Street and 540 Madison Avenue through unconsolidated joint ventures in June and August 2008, our share of unconsolidated joint venture debt increased significantly compared to prior periods when the amount of assets held through unconsolidated joint ventures was significantly smaller. In light of the difference between our total consolidated debt and our total combined debt, we believe that also presenting our total combined debt to total combined market capitalization may provide investors with a more complete picture of our leverage. Investors should understand that our total combined debt to total combined market capitalization ratio is in part a function of the market price of the common stock of the Company, and as such will fluctuate with changes in such price and does not necessarily reflect our capacity to incur additional debt to finance our activities or our ability to manage our existing debt obligations. The total combined debt to total combined market capitalization ratio should be evaluated along with the ratio of indebtedness to other measures of asset value used by financial analysts and other financial ratios, as well as the various components of our outstanding indebtedness.

Boston Properties, Inc.

Fourth Quarter 2012

Definitions

Consolidated Net Operating Income (NOI)

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

Combined Net Operating Income (NOI)

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

Portfolio Net Operating Income (NOI)

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

In-Service Properties

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

Same Properties

In our analysis of NOI, particularly to make comparisons of NOI between periods meaningful, it is important to provide information for properties that were in-service and owned by us throughout each period presented. We refer to properties acquired or placed in-service prior to the beginning of the earliest period presented and owned by us through the end of the latest period presented as “Same Properties.” “Same Properties” therefore exclude properties placed in-service, acquired, repositioned, or in development or redevelopment after the beginning of the earliest period presented or disposed of prior to the end of the latest period presented. Accordingly, it takes at least one year and one quarter after a property is acquired or treated as “in-service” for that property to be included in “Same Properties.” Pages 20-22 and 40 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.

Fourth 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

FOURTH QUARTER 2012 RESULTS

Reports diluted FFO per share of $1.27 Reports diluted EPS of $0.43

BOSTON, MA, January 29, 2013 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the fourth quarter ended December 31, 2012.

Results for the quarter ended December 31, 2012

Funds from Operations (FFO) for the quarter ended December 31, 2012 were $192.5 million, or $1.27 per share basic and $1.27 per share diluted. This compares to FFO for the quarter ended December 31, 2011 of $179.3 million, or $1.21 per share basic and $1.21 per share diluted. The weighted average number of basic and diluted shares outstanding totaled 151,005,547 and 152,708,254, respectively, for the quarter ended December 31, 2012 and 147,732,138 and 149,435,490, respectively, for the quarter ended December 31, 2011.

The Company’s reported FFO of $1.27 per share diluted exceeded the guidance previously provided of $1.22-$1.24 per share. The Company’s reported FFO included the following items, among others, that were not reflected in the guidance: $0.02 per share of improvements in portfolio operations, $0.01 per share of greater than expected interest and other income and development and management services revenue, and $0.01 per share of less than expected general and administrative expenses.

Net income available to common shareholders was $65.4 million for the quarter ended December 31, 2012, compared to $101.6 million for the quarter ended December 31, 2011. Net income available to common shareholders per share (EPS) for the quarter ended December 31, 2012 was $0.43 basic and $0.43 on a diluted basis. This compares to EPS for the fourth quarter of 2011 of $0.69 basic and $0.69 on a diluted basis.

Results for the year ended December 31, 2012

FFO for the year ended December 31, 2012 was $741.4 million, or $4.94 per share basic and $4.90 per share diluted. This compares to FFO for the year ended December 31, 2011 of $711.0 million, or $4.88 per share basic and $4.84 per share diluted. The weighted average number of basic and diluted shares outstanding totaled 150,119,947 and 152,055,620, respectively, for the year ended December 31, 2012 and 145,693,488 and 147,679,439, respectively, for the year ended December 31, 2011.

Net income available to common shareholders was $289.7 million for the year ended December 31, 2012, compared to $272.7 million for the year ended December 31, 2011. Net income available to common shareholders per share (EPS) for the year ended December 31, 2012 was $1.93 basic and $1.92 on a diluted basis. This compares to EPS for the year ended December 31, 2011 of $1.87 basic and $1.86 on a diluted basis.

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

As of December 31, 2012, the Company’s portfolio consisted of 157 properties, comprised primarily of Class A office space, one hotel, three residential properties and four retail properties, aggregating approximately 44.4 million square feet, including nine properties under construction totaling 2.8 million square feet. In addition, the Company has structured parking for vehicles containing approximately 15.9 million square feet. The overall percentage of leased space for the 145 properties in service (excluding the two in-service residential properties and the hotel) as of December 31, 2012 was 91.4%.

Significant events during the fourth quarter included:

•

On October 1, 2012, a joint venture in which the Company has a 30% interest partially placed in-service 500 North Capitol Street, NW, a Class A office redevelopment project with approximately 232,000 net rentable square feet located in Washington, DC. The property is currently 82% leased.

•

On October 19, 2012, the Company formed a joint venture with an affiliate of Hines to pursue the acquisition of land in San Francisco, California which could support a 61-story, 1.4 million square foot office tower known as Transbay Tower. The purchase price is approximately $190.0 million, and the acquisition is expected to close in the first quarter of 2013. The Company has a 50% interest in the joint venture. The Company has provided a non-refundable deposit for the land purchase in the form of a letter of credit totaling $5.0 million. There can be no assurance that the acquisition of the land will be consummated on the terms currently contemplated or at all.

•

On November 8, 2012, the Company declared a dividend of $0.65 per share of common stock for the period from October 1, 2012 to December 31, 2012, payable on January 29, 2013 to shareholders of record as of the close of business on December 31, 2012. This represents an increase of approximately 18% over the prior quarterly cash dividend of $0.55 per share.

•

On November 20, 2012, the Company’s partner in its Annapolis Junction joint venture contributed a parcel of land and improvements and the Company contributed cash of approximately $5.4 million. The Company has a 50% interest in this joint venture. The venture has commenced construction of Annapolis Junction Building Seven, which when completed will consist of a Class A office property with approximately 125,000 net rentable square feet located in Annapolis, Maryland.

•

On December 14, 2012, the Company signed a 20-year lease with a law firm for approximately 246,000 net rentable square feet at 250 West 55th Street. 250 West 55th Street is an approximately 989,000 net rentable square foot office building under construction in midtown Manhattan. The Company expects that the law firm will move into the completed building in the second quarter of 2014. The property is currently approximately 46% leased.

•

On December 18, 2012, the Company terminated the construction loan facility collateralized by its 680 Folsom Street development project located in San Francisco, California totaling $170.0 million. The construction loan facility bore interest at a variable rate equal to LIBOR plus 3.70% per annum and was scheduled to mature on May 30, 2015 with two, one-year extension options, subject to certain conditions. The Company had not drawn any amounts under the facility.

•

On December 21, 2012, the Company signed a 20-year lease with a law firm for approximately 376,000 net rentable square feet at 601 Massachusetts Avenue, the Company’s planned approximately 478,000 net rentable square foot development project located in Washington, DC. Construction of the project is scheduled to commence in the second quarter of 2013, and the law firm expects to move into the completed building in the fourth quarter of 2015. The property is currently approximately 79% leased.

•

The servicer of the non-recourse mortgage loan in the amount of $25.0 million collateralized by the Company’s Montvale Center property located in Gaithersburg, Maryland foreclosed on the property on January 31, 2012. As a result of the foreclosure, the Company recognized a gain on forgiveness of debt during the first quarter of 2012 totaling approximately $15.8 million, net of noncontrolling interests’ share of approximately $2.0 million. Due to a procedural error of the trustee, the foreclosure sale was subsequently dismissed by the applicable court prior to ratification. As a result, the Company has revised its financial statements to reflect the property and related mortgage debt on its consolidated balance sheet at December 31, 2012 and has reversed the gain on forgiveness of debt and recognized the operating activity from the property within its consolidated statement of operations for the year ended December 31, 2012. A subsequent foreclosure sale occurred on December 21, 2012, and ratification by the applicable court is pending. Once ratified, the Company will recognize a gain on forgiveness of debt. These events have no impact on the cash flows of the Company.

Transactions completed subsequent to December 31, 2012:

•

On January 7, 2013, the Company signed a 20-year lease with the General Services Administration for 100% of its approximately 182,000 net rentable square foot currently vacant Three Patriots Park property located in Reston, Virginia.

•

On January 28, 2013, the Company’s Compensation Committee approved a new equity-based, multi-year, long-term incentive program (the “2013 MYLTIP”) in lieu of a 2013 Outperformance Plan as a performance-based component of the Company’s overall compensation program. The Company currently expects that under the Financial Accounting Standards Board’s Accounting Standards Codification (“ASC”) 718 “Compensation – Stock Compensation,” the 2013 MYLTIP will have an aggregate value of approximately $8.1 million, which amount will generally be amortized into earnings over the five-year plan period under the graded vesting method and has been reflected in the 2013 guidance below.

EPS and FFO per Share Guidance:

The Company’s guidance for the first quarter and full year 2013 for EPS (diluted) and FFO per share (diluted) is set forth and reconciled below. Except as described below, the estimates reflect management’s view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels and the earnings impact of the events referenced in this release and otherwise referenced during the conference call referred to below. The estimates do not include possible future gains or losses or the impact on operating results from other possible

future property acquisitions or dispositions, other possible capital markets activity or possible future impairment charges. EPS estimates may be subject to fluctuations as a result of several factors, including changes in the recognition of depreciation and amortization expense and any gains or losses associated with disposition activity. The Company is not able to assess at this time the potential impact of these factors on projected EPS. By definition, FFO does not include real estate-related depreciation and amortization, impairment losses or gains or losses associated with disposition activities. There can be no assurance that the Company’s actual results will not differ materially from the estimates set forth below.


	First Quarter 2013		Full Year 2013
	Low - High		Low - High
Projected EPS (diluted)	$	0.38 – $0.40	$	1.90 – $2.02
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.81 – 0.81		3.25 – 3.25
Less:
Projected Company Share of Gains on Sales of Real Estate		0.00 – 0.00		0.09 – 0.09

Projected FFO per Share (diluted)	$	1.19 – $1.21	$	5.06 – $5.18

Boston Properties will host a conference call on Wednesday, January 30, 2013 at 10:00 AM Eastern Time, open to the general public, to discuss the fourth quarter and full year 2012 results, the 2013 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 87254079. A replay of the conference call will be available through February 13, 2013, by dialing (855) 859-2056 (Domestic) or (404) 537-3406 (International) and entering the passcode 87254079. There will also be a live audio webcast of the call which may be accessed on the Company’s website at www.bostonproperties.com in the Investor Relations section. Shortly after the call a replay of the webcast will be available in the Investor Relations section of the Company’s website and archived for up to twelve months following the call.

Additionally, a copy of Boston Properties’ fourth quarter 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 four 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 first quarter and full fiscal year 2013, whether as a result of new information, future events or otherwise.

Financial tables follow.

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


	December 31, 2012			December 31, 2011
	(in thousands, except for share amounts)
	(unaudited)
ASSETS
Real estate	$	13,581,454		$	12,303,965
Construction in progress		1,036,780			818,685
Land held for future development		275,094			266,822
Less: accumulated depreciation		(2,934,160	)		(2,642,986	)

Total real estate		11,959,168			10,746,486
Cash and cash equivalents		1,041,978			1,823,208
Cash held in escrows		55,181			40,332
Investments in securities		12,172			9,548
Tenant and other receivables, net of allowance for doubtful accounts of $1,960 and $1,766, respectively		69,555			79,838
Related party notes receivable		282,491			280,442
Interest receivable from related party notes receivable		104,816			89,854
Accrued rental income, net of allowance of $1,571 and $2,515, respectively		598,199			522,675
Deferred charges, net		588,235			445,403
Prepaid expenses and other assets		90,610			75,458
Investments in unconsolidated joint ventures		659,916			669,722

Total assets	$	15,462,321		$	14,782,966

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	3,102,485		$	3,123,267
Unsecured senior notes, net of discount		4,639,528			3,865,186
Unsecured exchangeable senior notes, net of discount		1,170,356			1,715,685
Unsecured line of credit		—			—
Accounts payable and accrued expenses		199,102			155,139
Dividends and distributions payable		110,488			91,901
Accrued interest payable		72,461			69,105
Other liabilities		324,613			293,515

Total liabilities		9,619,033			9,313,798

Commitments and contingencies		—			—

Noncontrolling interest:
Redeemable preferred units of the Operating Partnership		110,876			55,652

Redeemable interest in property partnership		97,558			—

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, 151,680,109 and 148,186,511 shares issued and 151,601,209 and 148,107,611 shares outstanding at December 31, 2012 and December 31, 2011, respectively		1,516			1,481
Additional paid-in capital		5,222,059			4,936,457
Dividends in excess of earnings		(109,971	)		(53,080	)
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(13,817	)		(16,138	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,097,065			4,865,998
Noncontrolling interests:
Common units of the Operating Partnership		539,753			548,581
Property partnerships		(1,964	)		(1,063	)

Total equity		5,634,854			5,413,516

Total liabilities and equity	$	15,462,321		$	14,782,966

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended December 31,						Year ended December 31,
	2012			2011			2012			2011
	(in thousands, except for per share amounts)
Revenue
Rental
Base rent	$	382,934		$	357,024		$	1,483,533		$	1,401,594
Recoveries from tenants		59,825			51,929			229,107			198,703
Parking and other		22,612			21,217			91,635			83,069

Total rental revenue		465,371			430,170			1,804,275			1,683,366
Hotel revenue		11,691			11,632			37,915			34,529
Development and management services		8,343			8,726			34,077			33,425

Total revenue		485,405			450,528			1,876,267			1,751,320

Expenses
Operating
Rental		169,133			152,994			657,363			590,224
Hotel		8,519			8,076			28,120			26,128
General and administrative		15,940			19,329			82,382			79,610
Transaction costs		401			80			3,653			1,987
Depreciation and amortization		120,550			108,511			453,068			436,612

Total expenses		314,543			288,990			1,224,586			1,134,561

Operating income		170,862			161,538			651,681			616,759
Other income (expense)
Income from unconsolidated joint ventures		6,949			57,712			49,078			85,896
Interest and other income		2,062			1,179			10,091			5,358
Gains (losses) from investments in securities		187			38			1,389			(443	)
Losses from early extinguishments of debt		—			(1,494	)		(4,453	)		(1,494	)
Interest expense		(103,452	)		(103,967	)		(413,564	)		(394,131	)

Income from continuing operations		76,608			115,006			294,222			311,945
Discontinued operations
Income from discontinued operations		—			437			1,040			1,881
Gain on sale of real estate from discontinued operations		—			—			36,877			—

Net income		76,608			115,443			332,139			313,826
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(2,331	)		(440	)		(3,792	)		(1,558	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(1,057	)		(842	)		(3,497	)		(3,339	)
Noncontrolling interest - common units of the Operating Partnership		(7,820	)		(12,470	)		(31,046	)		(36,035	)
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—			(47	)		(4,154	)		(215	)

Net income attributable to Boston Properties, Inc.	$	65,400		$	101,644		$	289,650		$	272,679

Basic earnings per common share attributable to Boston Properties, Inc.:
Income from continuing operations	$	0.43		$	0.69		$	1.71		$	1.86
Discontinued operations		—			—			0.22			0.01

Net income	$	0.43		$	0.69		$	1.93		$	1.87

Weighted average number of common shares outstanding		151,006			147,732			150,120			145,693

Diluted earnings per common share attributable to Boston Properties, Inc.:
Income from continuing operations	$	0.43		$	0.69		$	1.70		$	1.85
Discontinued operations		—			—			0.22			0.01

Net income	$	0.43		$	0.69		$	1.92		$	1.86

Weighted average number of common and common equivalent shares outstanding		151,401			147,974			150,711			146,218

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)

(Unaudited)


	Three months ended December 31,						Year ended December 31,
	2012			2011			2012			2011
	(in thousands, except for per share amounts)
Net income attributable to Boston Properties, Inc.	$	65,400		$	101,644		$	289,650		$	272,679
Add:
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—			47			4,154			215
Noncontrolling interest - common units of the Operating Partnership		7,820			12,470			31,046			36,035
Noncontrolling interest - redeemable preferred units of the Operating Partnership		1,057			842			3,497			3,339
Noncontrolling interests in property partnerships		2,331			440			3,792			1,558
Less:
Income from discontinued operations		—			437			1,040			1,881
Gain on sale of real estate from discontinued operations		—			—			36,877			—

Income from continuing operations		76,608			115,006			294,222			311,945
Add:
Real estate depreciation and amortization (2)		142,029			133,415			542,753			541,791
Income from discontinued operations		—			437			1,040			1,881
Less:
Gain on sale of real estate included within income from unconsolidated joint ventures (3)		—			46,166			248			46,166
Noncontrolling interests in property partnership’s share of funds from operations		2,795			904			5,684			3,412
Noncontrolling interest - redeemable preferred units of the Operating Partnership		1,057			842			3,497			3,339

Funds from operations (FFO) attributable to the Operating Partnership		214,785			200,946			828,586			802,700
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		22,323			21,648			87,167			91,709

Funds from operations attributable to Boston Properties, Inc.	$	192,462		$	179,298		$	741,419		$	710,991

Boston Properties, Inc.’s percentage share of funds from operations - basic		89.61	%		89.23	%		89.48	%		88.57	%

Weighted average shares outstanding - basic		151,006			147,732			150,120			145,693

FFO per share basic	$	1.27		$	1.21		$	4.94		$	4.88

Weighted average shares outstanding - diluted		152,708			149,435			152,056			147,679

FFO per share diluted	$	1.27		$	1.21		$	4.90		$	4.84

(1)

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

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

(2)

Real estate depreciation and amortization consists of depreciation and amortization from the Consolidated Statements of Operations of $120,550, $108,511, $453,068 and $436,612, our share of unconsolidated joint venture real estate depreciation and amortization of $21,778, $24,592, $90,076 and $103,970, and depreciation and amortization from discontinued operations of $0, $670, $976 and $2,572, less corporate-related depreciation and amortization of $299, $358, $1,367 and $1,363 for the three months and year ended December 31, 2012 and 2011, respectively.

(3)

Consists of the portion of income from unconsolidated joint ventures related to the gain on sale of real estate from (1) the sale of the Company’s Value-Added Fund’s 300 Billerica Road property during the year ended December 31, 2012 and (2) the sale of Two Grand Central Tower during the three months and year ended December 31, 2011.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	December 31, 2012			December 31, 2011
Boston		90.5	%		87.1	%
New York		93.7	%		97.8	%
Princeton		78.2	%		75.8	%
San Francisco		90.1	%		87.9	%
Washington, DC		94.3	%		96.9	%

Total Portfolio		91.4	%		91.3	%


	% Leased by Type
	December 31, 2012			December 31, 2011
Class A Office Portfolio		91.4	%		91.3	%
Office/Technical Portfolio		90.6	%		92.6	%

Total Portfolio		91.4	%		91.3	%