SEC Filing

BOSTON PROPERTIES, INC.

Date: October 29, 2013

/s/ Michael E. LaBelle

Michael E. LaBelle

Senior Vice President, Chief Financial Officer

View:

Download DOC

Download PDF

Download XLS

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): October 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 October 29, 2013, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of 2013. 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 September 30, 2013.

*99.2		Press release dated October 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.

EXHIBIT INDEX


Exhibit No.		Description

*99.1		Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended September 30, 2013.

*99.2		Press release dated October 29, 2013.

*	Filed herewith.

EX-99.1

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended September 30, 2013

Boston Properties, Inc.

Third Quarter 2013

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
Consolidated Joint Ventures		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 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: 399 Park Avenue; back right, 601 Lexington Avenue, New York, NY)

Boston Properties, Inc.

Third Quarter 2013

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-four individuals averages twenty-nine 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, Executive Chairman; Owen D. Thomas, 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 eleven 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 September 30, 2013)


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)		177
Total Square Feet (includes unconsolidated joint ventures and structured parking)		60.3 million
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding Outperformance Plan and 2013 Multi-Year Long-Term Incentive Program Units)		170.9 million
Dividend - Quarter/Annualized		$0.65/$2.60
Dividend Yield		2.43%
Total Adjusted Market Capitalization		$29.3 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB (Fitch); A- (S&P)

Boston Properties, Inc.

Third Quarter 2013

INVESTOR INFORMATION


Board of Directors		Management
Mortimer B. Zuckerman Executive Chairman Owen D. Thomas Chief Executive Officer and Director Douglas T. Linde President and Director Zoë Baird Budinger Director Carol B. Einiger Director Dr. Jacob A. Frenkel Director, Chair of Nominating & Corporate Governance Committee	Joel I. Klein Director Matthew J. Lustig Director Alan J. Patricof Director, Chair of Audit Committee Martin Turchin Director David A. Twardock Director, Chair of Compensation Committee	Raymond A. Ritchey Executive Vice President, National Director of Acquisitions & Development Michael E. LaBelle Senior Vice President, Chief Financial Officer Peter D. Johnston Senior Vice President and Regional Manager of Washington, DC Bryan J. Koop Senior Vice President and Regional Manager of Boston Mitchell S. Landis Senior Vice President and Regional Manager of Princeton	Robert E. Pester Senior Vice President and Regional Manager of San Francisco Robert E. Selsam Senior Vice President and Regional Manager of New York Frank D. Burt Senior Vice President, General Counsel Michael R. Walsh Senior Vice President, Finance Arthur S. Flashman Vice President, Controller
















Company Information
Corporate Headquarters	Trading Symbol	Investor Relations	Inquires

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

Common Stock Data (NYSE: BXP)

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


	Q3 2013			Q2 2013			Q1 2013			Q4 2012			Q3 2012
High Closing Price	$	111.35		$	114.59		$	109.46		$	111.46		$	116.07
Low Closing Price	$	98.27		$	100.50		$	100.33		$	100.03		$	108.45
Average Closing Price	$	105.81		$	108.58		$	105.48		$	105.70		$	111.48
Closing Price, at the end of the quarter	$	106.90		$	105.47		$	101.06		$	105.81		$	110.61
Dividends per share - annualized	$	2.60		$	2.60		$	2.60		$	2.60		$	2.20
Closing dividend yield - annualized		2.43	%		2.47	%		2.57	%		2.46	%		1.99	%
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding Outperformance Plan and 2013 Multi-Year Long-Term Incentive Program Units) (thousands) (1)		170,897			170,896			170,448			170,265			170,264
Closing market value of outstanding shares and units (thousands)	$	18,486,904		$	18,285,486		$	17,486,559		$	18,076,824		$	18,893,986

(1)

For additional detail, see page 12.

Timing

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

Boston Properties, Inc.

Third Quarter 2013

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage	Rating Agencies

Michael Burke	Omotayo Okusanya / David Shamis	Scott Frost	Stephen Boyd
Argus Research Company	Jefferies & Co.	Bank of America Merrill Lynch	Fitch Ratings
212.425.7500	212.336.7076 / 212.284.1796	646.855.8078	212.908.9153

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

Ross Smotrich / Michael Lewis	Anthony Paolone / Joseph Dazio	John Giordano	Scott Sprinzen
Barclays Capital	J.P. Morgan Securities	Credit Suisse Securities	Standard & Poor’s
212.526.2306 / 212.526.3098	212.622.6682 / 212.622.6416	212.538.4935	212.438.7812

David Toti / Evan Smith	Jordan Sadler / Craig Mailman	Mark Streeter
Cantor Fitzgerald	KeyBanc Capital Markets	J.P. Morgan Securities
212.829.5224 / 215.915.1220	917.368.2280 / 917.368.2316	212.834.5086

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

James Sullivan / Tom Catherwood	Vance Edelson
Cowen and Company	Morgan Stanley
646.562.1380 / 646.562.1382	212.761-4000

Vin Chao / Jeremy Metz	Rich Moore / Mike Carroll
Deutsche Bank Securities	RBC Capital Markets
212.250.6799 / 212.250.4667	440.715.2646 / 440.715.2649

Sheila McGrath / Nathan Crossett	David Rodgers / Matthew Spencer
Evercore Partners	RW Baird
212.497.0882 / 212.497.0870	216.737.7341 / 414.298.5053

Michael Knott / Jed Reagan	Alexander Goldfarb / Andrew Schaffer
Green Street Advisors	Sandler O’Neill & Partners
949.640.8780 / 949.640.8780	212.466.7937 / 212.466.8062

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

Steve Sakwa / George Auerbach	Ross Nussbaum / Gabriel Hilmore
ISI Group	UBS Securities
212.446.9462 / 212.446.9459	212.713.2484 / 212.713.3876

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.

Third Quarter 2013

FINANCIAL HIGHLIGHTS

(unaudited and in thousands, except per share amounts)

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


	Three Months Ended
	30-Sep-13			30-Jun-13			31-Mar-13			31-Dec-12			30-Sep-12
Selected Items:

Revenue	$	574,082		$	512,515		$	480,238		$	480,502		$	466,680
Straight-line rent (1)	$	14,837		$	16,142		$	17,807		$	19,474		$	21,242
Fair value lease revenue (1) (2)	$	7,073		$	13,286		$	16,037		$	16,101		$	16,982
Revenue from residential properties	$	5,493		$	5,484		$	5,578		$	5,555		$	5,496
Company share of funds from operations from unconsolidated joint ventures	$	7,951		$	20,991		$	30,378		$	28,727		$	30,633
Lease termination fees (included in revenue) (1)	$	1,380		$	288		$	476		$	2,395		$	1,779
Ground rent expense (3)	$	5,016		$	5,006		$	5,008		$	4,981		$	5,003
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment	$	4,888		$	6,035		$	7,158		$	7,043		$	6,930
Fair value interest adjustment (1)	$	7,491		$	1,918		$	(558	)	$	(585	)	$	(1,335	)
Capitalized interest	$	17,398		$	18,436		$	14,418		$	12,869		$	10,131
Capitalized wages	$	3,147		$	2,784		$	2,750		$	3,948		$	2,778
Operating Margins [(rental revenue - rental expense)/rental revenue] (4)		66.2	%		66.3	%		65.2	%		65.9	%		65.0	%
Gains (losses) from early extinguishments of debt	$	(30	)	$	152		$	—		$	—		$	(5,494	)
Net income attributable to Boston Properties, Inc. common shareholders	$	152,677		$	452,417		$	47,854		$	65,400		$	57,249
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	197,859		$	195,415		$	160,624		$	192,462		$	175,779
FFO per share - diluted	$	1.29		$	1.28		$	1.06		$	1.27		$	1.15
Net income attributable to Boston Properties, Inc. per share - basic	$	1.00		$	2.95		$	0.32		$	0.43		$	0.38
Net income attributable to Boston Properties, Inc. per share - diluted	$	1.00		$	2.94		$	0.31		$	0.43		$	0.38
Dividends per common share	$	0.65		$	0.65		$	0.65		$	0.65		$	0.55
Funds available for distribution to common shareholders and common unitholders (FAD) (5)	$	150,285		$	167,699		$	145,867		$	148,533		$	128,819

Ratios:

Interest Coverage Ratio (excluding capitalized interest) - cash basis (6)		3.18			3.32			3.15			3.12			2.84
Interest Coverage Ratio (including capitalized interest) - cash basis (6)		2.74			2.77			2.72			2.74			2.57
FFO Payout Ratio (7)		50.39	%		50.78	%		61.32	%		51.18	%		47.83	%
FAD Payout Ratio (8)		73.40	%		65.78	%		75.42	%		73.97	%		72.16	%

	30-Sep-13			30-Jun-13			31-Mar-13			31-Dec-12			30-Sep-12
Capitalization:

Common Stock Price @ Quarter End	$	106.90		$	105.47		$	101.06		$	105.81		$	110.61
Equity Value @ Quarter End	$	18,486,904		$	18,285,486		$	17,486,559		$	18,076,824		$	18,893,986
Total Consolidated Debt	$	11,354,369		$	11,365,545		$	8,871,518		$	8,912,369		$	8,675,858
Total Consolidated Market Capitalization	$	29,841,273		$	29,651,031		$	26,358,077		$	26,989,193		$	27,569,844
Total Consolidated Debt/Total Consolidated Market Capitalization (9)		38.05	%		38.33	%		33.66	%		33.02	%		31.47	%

BXP’s Share of Unconsolidated Joint Venture Debt	$	328,373		$	326,714		$	1,445,565		$	1,445,346		$	1,442,631
Less:
Partners’ Share of Consolidated Debt	$	889,008		$	894,341		$	177,228		$	178,291		$	62,111
Total Adjusted Debt	$	10,793,734		$	10,797,918		$	10,139,855		$	10,179,424		$	10,056,378
Total Adjusted Market Capitalization (10)	$	29,280,638		$	29,083,404		$	27,626,414		$	28,256,248		$	28,950,364
Total Adjusted Debt/Total Adjusted Market Capitalization (10) (11)		36.86	%		37.13	%		36.70	%		36.03	%		34.74	%

(1)	Includes the Company’s share of consolidated and 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)	Includes non-cash straight-line adjustments to ground rent. 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 $17,524, $14,916, $13,324, $12,761 and $13,122 for the three months ended September 30, 2013, June 30, 2013, March 31, 2013, December 31, 2012 and September 30, 2012, 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. For additional information, see page 11.

(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 Adjusted Debt to Total Adjusted Market Capitalization Ratio, see page 50.

Boston Properties, Inc.

Third Quarter 2013

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	30-Sep-13			30-Jun-13			31-Mar-13			31-Dec-12			30-Sep-12
ASSETS
Real estate	$	17,105,492		$	17,059,235		$	13,550,889		$	13,581,454		$	13,183,754
Construction in progress (1)		1,502,017			1,483,114			1,145,517			1,036,780			937,475
Land held for future development		295,370			290,085			503,684			275,094			273,922
Less accumulated depreciation		(3,076,280	)		(2,996,520	)		(2,929,385	)		(2,934,160	)		(2,853,319	)

Total real estate		15,826,599			15,835,914			12,270,705			11,959,168			11,541,832
Cash and cash equivalents		1,641,275			1,608,731			909,376			1,041,978			1,223,215
Cash held in escrows		53,499			54,829			55,410			55,181			32,926
Marketable securities		15,377			14,226			13,825			12,172			11,792
Tenant and other receivables, net		55,393			66,039			75,849			69,555			45,076
Related party notes receivable		—			—			282,307			282,491			282,206
Interest receivable from related party notes receivable		—			—			106,313			104,816			102,122
Accrued rental income, net		641,041			625,654			612,041			598,199			580,013
Deferred charges, net		918,798			939,675			572,890			588,235			535,077
Prepaid expenses and other assets		238,688			179,741			71,756			90,610			132,358
Investments in unconsolidated joint ventures		129,038			137,975			652,807			659,916			664,690

Total assets	$	19,519,708		$	19,462,784		$	15,623,279		$	15,462,321		$	15,151,307


LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	4,468,069		$	4,484,657		$	3,053,798		$	3,102,485		$	2,873,686
Unsecured senior notes, net of discount		5,835,424			5,834,973			4,639,843			4,639,528			4,639,217
Unsecured exchangeable senior notes, net of discount		739,536			734,278			1,177,877			1,170,356			1,162,955
Unsecured line of credit		—			—			—			—			—
Mezzanine notes payable		311,340			311,637			—			—			—
Related party notes payable		180,000			180,000			—			—			—
Accounts payable and accrued expenses		215,778			212,998			210,359			199,102			193,684
Dividends and distributions payable		112,470			112,425			110,886			110,488			93,461
Accrued interest payable		181,310			141,676			99,491			72,461			101,874
Other liabilities		567,464			556,730			316,683			324,613			309,231

Total liabilities		12,611,391			12,569,374			9,608,937			9,619,033			9,374,108


Commitments and contingencies		—			—			—			—			—


Noncontrolling interests:
Redeemable preferred units of the Operating Partnership		67,806			110,876			110,876			110,876			110,876


Redeemable interest in property partnership		98,649			98,162			98,216			97,558			—


Equity:
Stockholders’ equity attributable to Boston Properties, Inc.:
Excess stock, $0.01 par value, 150,000,000 shares authorized, none issued or outstanding		—			—			—			—			—
Preferred stock, $0.01 par value, 50,000,000 shares authorized; 5.25% Series B cumulative redeemable preferred stock, $0.01 par value, liquidation preference $2,500 per share, 92,000 shares authorized, 80,000 shares issued and outstanding		200,000			200,000			200,000			—			—
Common stock, $0.01 par value, 250,000,000 shares authorized, 152,390,595, 152,384,740, 151,601,209, 150,856,237 and 150,715,702 outstanding, respectively		1,524			1,524			1,516			1,516			1,509
Additional paid-in capital		5,250,174			5,246,243			5,232,030			5,222,073			5,194,520
Earnings (dividends) in excess of dividends (earnings)		246,206			192,492			(160,697	)		(109,985	)		(76,830	)
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(12,122	)		(12,689	)		(13,253	)		(13,817	)		(14,379	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,683,060			5,624,848			5,256,874			5,097,065			5,102,098

Noncontrolling interests:
Common units of the Operating Partnership		577,173			570,135			540,103			539,753			566,077
Property partnerships		481,629			489,389			8,273			(1,964	)		(1,852	)

Total equity		6,741,862			6,684,372			5,805,250			5,634,854			5,666,323



Total liabilities and equity	$	19,519,708		$	19,462,784		$	15,623,279		$	15,462,321		$	15,151,307

On May 31, 2013, the Company’s two joint venture partners in 767 Venture, LLC (the entity that owns 767 Fifth Avenue (The GM Building) in New York City) transferred all of their interests in the joint venture to third parties. In connection with the transfer, the Company and its new joint venture partners modified the Company’s relative decision making authority and consent rights with respect to the joint venture’s assets and operations. These changes resulted in the Company having sufficient financial and operating control over 767 Venture, LLC such that the Company now accounts for the assets, liabilities and operations of 767 Venture, LLC on a consolidated basis in its financial statements instead of under the equity method of accounting. Upon consolidation, the Company recognized a non-cash gain on its investment of approximately $359.5 million.

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

Boston Properties, Inc.

Third Quarter 2013

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Sep-13			30-Jun-13			31-Mar-13			31-Dec-12			30-Sep-12
Revenue
Rental
Base Rent	$	451,866		$	401,384		$	375,180		$	378,519		$	366,795
Recoveries from tenants		80,839			68,402			64,406			59,710			59,855
Parking and other		25,246			23,754			23,625			22,239			22,647

Total rental revenue		557,951			493,540			463,211			460,468			449,297
Hotel revenue		10,652			11,118			8,291			11,691			9,359
Development and management services		5,479			7,857			8,736			8,343			8,024

Total revenue		574,082			512,515			480,238			480,502			466,680


Expenses
Operating (1)		109,469			98,570			95,325			92,357			92,621
Real estate taxes		90,881			78,344			74,622			73,099			73,072
Hotel operating		6,580			7,335			7,044			8,519			6,886
General and administrative (1) (2) (3)		24,841			24,316			45,516			17,921			21,617
Transaction costs		766			535			443			401			1,140
Impairment loss (9)		—			—			8,306			—			—
Depreciation and amortization		154,193			134,370			120,361			119,652			110,653

Total expenses		386,730			343,470			351,617			311,949			305,989


Operating income		187,352			169,045			128,621			168,553			160,691
Other income (expense)
Income from unconsolidated joint ventures (4)		14,736			48,783			8,721			6,949			9,217
Gains on consolidation of joint ventures (5)		(1,810	)		387,801			—			—			—
Interest and other income		3,879			1,296			1,471			2,062			4,001
Gains from investments in securities (2)		956			181			735			187			587
Interest expense (6)		(122,173	)		(103,140	)		(100,433	)		(102,802	)		(105,030	)
Gains (losses) from early extinguishments of debt		(30	)		152			—			—			(5,494	)

Income from continuing operations		82,910			504,118			39,115			74,949			63,972
Discontinued operations
Income from discontinued operations		1,078			2,643			1,875			1,659			1,550
Gain on sale of real estate from discontinued operations (7)		86,448			—			—			—			—
Gain on forgiveness of debt from discontinued operations (8)		—			—			20,182			—			—
Impairment loss from discontinued operations (9)		—			—			(3,241	)		—			—

Net income		170,436			506,761			57,931			76,608			65,522
Net income attributable to noncontrolling interests
Noncontrolling interest in property partnerships		3,279			219			(2,574	)		(2,331	)		(458	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(1,082	)		(1,123	)		(1,180	)		(1,057	)		(874	)
Noncontrolling interest - common units of the Operating Partnership (10)		(8,399	)		(50,556	)		(4,173	)		(7,648	)		(6,779	)
Noncontrolling interest in discontinued operations - common units of the Operating Partnership (10)		(8,910	)		(266	)		(2,004	)		(172	)		(162	)

Net income attributable to Boston Properties, Inc.		155,324			455,035			48,000			65,400			57,249
Preferred dividends		(2,647	)		(2,618	)		(146	)		—			—

Net income attributable to Boston Properties, Inc. common shareholders	$	152,677		$	452,417		$	47,854		$	65,400		$	57,249


INCOME PER SHARE OF COMMON STOCK (EPS)

Net income attributable to Boston Properties, Inc. per - share basic	$	1.00		$	2.95		$	0.32		$	0.43		$	0.38

Net income attributable to Boston Properties, Inc. per share - diluted	$	1.00		$	2.94		$	0.31		$	0.43		$	0.38

(1)

The Company has revised the presentation of costs to operate its San Francisco and Princeton regional offices. These expenses, which totaled approximately $2.0 million, $2.1 million, $1.9 million, $2.0 million and $1.9 million for the three months ended September 30, 2013, June 30, 2013, March 31, 2013, December 31, 2012 and September 30, 2012, respectively, were previously included in Operating Expenses and are now included in General and Administrative Expenses for all periods presented.

(2)

Gains from investments in securities includes $956, $181, $735, $187 and $587 and general and administrative expense includes $(941), $(176), $(752), $(187) and $(597) for the three months ended September 30, 2013, June 30, 2013, March 31, 2013, December 31, 2012 and September 30, 2012, respectively, related to the Company’s deferred compensation plan.

(3)

For the three months ended March 31, 2013, general and administrative expense includes an aggregate of approximately $19.5 million consisting of (i) the acceleration of the remaining approximately $12.9 million of stock-based compensation expense associated with the Company’s Executive Chairman’s unvested long-term equity awards and (ii) approximately $6.6 million of compensation expense associated with the Company’s Executive Chairman’s transition benefits agreement related to the Company’s succession planning.

(4)

For the three months ended September 30, 2013, includes the gain on sale of Eighth Avenue and 46th Street totaling approximately $11.3 million and an adjustment to the gain on sale of 125 West 55th Street totaling approximately $(0.1) million. For the three months ended June 30, 2013, includes the gain on sale of 125 West 55th Street totaling approximately $43.3 million. For the three months ended September 30, 2012, includes the gain on sale of the Value-Added Fund’s 300 Billerica Road property totaling approximately $0.2 million.

(5)

For the three months ended September 30, 2013, the gains on consolidation of joint ventures consisted of adjustments to the gains from (1) 767 Fifth Avenue (The GM Building) totaling approximately $(3.9) million and (2) the Company’s Value-Added Fund’s Mountain View properties totaling approximately $2.1 million. For the three months ended June 30, 2013, the gains on consolidation of joint ventures consisted of (1) 767 Fifth Avenue (The GM Building) totaling approximately $363.4 million and (2) the Company’s Value-Added Fund’s Mountain View properties totaling approximately $24.4 million.

(6)

For the three months ended September 30, 2013 and June 30, 2013, interest expense includes $6,873 and $2,265, respectively, consisting of the interest expense on the partner loans for the 767 Fifth Avenue (the GM Building) consolidated joint venture, which amount is allocated to the partners within noncontrolling interests in property partnerships. The Company’s share of the interest expense on its loan to the joint venture eliminates in consolidation.

(7)

On August 22, 2013, the Company completed the sale of its 1301 New York Avenue property located in Washington, DC for a net contract sale price of approximately $121.7 million. After adjusting for outstanding lease and other transaction costs assumed by the buyer, the gross sale price was approximately $135.0 million. Net cash proceeds totaled approximately $121.5 million, resulting in a gain on sale of approximately $86.4 million. 1301 New York Avenue is a Class A office property totaling approximately 201,000 net rentable square feet. The operating results of the property through the date of sale have been classified as discontinued operations on a historical basis for all periods.

(8)

On February 20, 2013, the foreclosure sale of the Company’s Montvale Center property was ratified by the court. As a result of the ratification, the mortgage loan totaling $25.0 million was extinguished and the related obligations were satisfied with the transfer of the real estate resulting in the recognition of a gain on forgiveness of debt totaling approximately $20.2 million during the first quarter of 2013. The operating results of the property through the date of ratification have been classified as discontinued operations on a historical basis for all periods.

(9)

On March 28, 2013, the Company executed a binding contract for the sale of its 303 Almaden Boulevard property located in San Jose, California for a sale price of $40.0 million. The carrying value of the property exceeded its net sale price and as a result the Company recognized an impairment loss totaling approximately $3.2 million during the first quarter of 2013 which is excluded from FFO in accordance with NAREIT’s definition. The Company completed the sale of 303 Almaden Boulevard on June 28, 2013. The impairment loss and operating results of this property through the sale date have been classified as discontinued operations on a historical basis for all periods. In addition, the Company recognized an impairment loss of approximately $8.3 million, which is included in FFO, to reduce the carrying value of its adjacent Almaden land parcel in San Jose, California to its estimated fair market value at March 31, 2013.

(10)

Equals noncontrolling interest - common units of the Operating Partnership’s share of 9.94%, 10.06%, 10.14%, 10.39% and 10.48% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended September 30, 2013, June 30, 2013, March 31, 2013, December 31, 2012 and September 30, 2012, respectively.

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

Boston Properties, Inc.

Third Quarter 2013

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Sep-13			30-Jun-13			31-Mar-13		31-Dec-12		30-Sep-12

Net income attributable to Boston Properties, Inc. common shareholders	$	152,677		$	452,417		$	47,854	$	65,400	$	57,249
Add:
Preferred dividends		2,647			2,618			146		—		—
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		8,910			266			2,004		172		162
Noncontrolling interest - common units of the Operating Partnership		8,399			50,556			4,173		7,648		6,779
Noncontrolling interest - redeemable preferred units of the Operating Partnership		1,082			1,123			1,180		1,057		874
Noncontrolling interests in property partnerships		(3,279	)		(219	)		2,574		2,331		458
Impairment loss from discontinued operations		—			—			3,241		—		—
Less:
Income from discontinued operations		1,078			2,643			1,875		1,659		1,550
Gain on sale of real estate from discontinued operations		86,448			—			—		—		—
Gain on forgiveness of debt from discontinued operations		—			—			20,182		—		—


Income from continuing operations		82,910			504,118			39,115		74,949		63,972
Add:
Real estate depreciation and amortization (1)		158,274			149,817			142,555		142,029		132,887
Income from discontinued operations		1,078			2,643			1,875		1,659		1,550
Less:
Gains on sales of real estate included within income from unconsolidated joint ventures (2)		11,174			43,327			—		—		248
Gains on consolidation of joint ventures (3)		(1,810	)		387,801			—		—		—
Noncontrolling interests in property partnerships’ share of funds from operations		9,462			4,436			3,038		2,795		923
Noncontrolling interest - redeemable preferred units of the Operating Partnership		1,082			1,123			1,180		1,057		874
Preferred dividends		2,647			2,618			146		—		—


Funds from operations (FFO) attributable to the Operating Partnership		219,707			217,273			179,181		214,785		196,364
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		21,848			21,858			18,557		22,323		20,585

FFO attributable to Boston Properties, Inc. (4)	$	197,859		$	195,415		$	160,624	$	192,462	$	175,779


FFO per share - basic	$	1.30		$	1.29		$	1.06	$	1.27	$	1.17

Weighted average shares outstanding - basic		152,407			151,938			151,646		151,006		150,801

FFO per share - diluted	$	1.29		$	1.28		$	1.06	$	1.27	$	1.15

Weighted average shares outstanding - diluted		153,999			153,797			153,259		152,708		153,310

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $154,193, $134,370, $120,361, $119,652 and $110,653, our share of unconsolidated joint venture real estate depreciation and amortization of $4,389, $15,535, $21,657, $21,778 abd $21,664, and depreciation and amortization from discontinued operations of $0, $234, $830, $898 and $901, less corporate related depreciation of $308, $322, $293, $299 and $331 for the three months ended September 30, 2013, June 30, 2013, March 31, 2013, December 31, 2012 and September 30, 2012, respectively.

(2)

For the three months ended September 30, 2013, consists of the portion of income from unconsolidated joint ventures related to the gain on sale of Eighth Avenue and 46th Street totaling approximately $11.3 million and an adjustment to the gain on sale of 125 West 55th Street totaling approximately $(0.1) million. For the three months ended June 30, 2013, consists of the portion of income from unconsolidated joint ventures related to the gain on sale of 125 West 55th Street totaling approximately $43.3 million. For the three months ended September 30, 2012, consists of the portion of income from unconsolidated joint ventures related the gain on sale of the Value-Added Fund’s 300 Billerica Road property totaling approximately $0.2 million.

(3)

(4)	Based on weighted average basic shares for the quarter. The Company’s share for the quarter ended September 30, 2013, June 30, 2013, March 31, 2013, December 31, 2012 and September 30, 2012 was 90.06%, 89.94%, 89.86%, 89.61% and 89.52%, respectively.

Boston Properties, Inc.

Third Quarter 2013

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	September 30, 2013				June 30, 2013				March 31, 2013				December 31, 2012				September 30, 2012
	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	$	219,707		169,236	$	217,273		168,933	$	179,181		168,750	$	214,785		168,521	$	196,364		168,461
Effect of Dilutive Securities
Convertible Preferred Units		850		1,307		818		1,307		879		1,307		749		1,307		764		1,327
Stock based compensation and exchangeable senior notes		—		285		—		552		—		306		—		395		—		1,182


Diluted FFO	$	220,557		170,828	$	218,091		170,792	$	180,060		170,363	$	215,534		170,223	$	197,128		170,970

Less:
Noncontrolling interest - common units of the Operating Partnership’s share of diluted funds from operations		21,728		16,829		21,702		16,995		18,077		17,104		22,177		17,515		20,361		17,660


Company’s share of diluted FFO (1)	$	198,829		153,999	$	196,389		153,797	$	161,983		153,259	$	193,357		152,708	$	176,767		153,310


FFO per share - basic	$	1.30			$	1.29			$	1.06			$	1.27			$	1.17


FFO per share - diluted	$	1.29			$	1.28			$	1.06			$	1.27			$	1.15

(1)	Based on weighted average diluted shares for the quarter. The Company’s share for the quarter ended September 30, 2013, June 30, 2013, March 31, 2013, December 31, 2012 and September 30, 2012 was 90.15%, 90.05%, 89.96%, 89.71% and 89.67%, respectively.

Boston Properties, Inc.

Third Quarter 2013

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	30-Sep-13			30-Jun-13			31-Mar-13			31-Dec-12			30-Sep-12
Basic FFO (see page 9)	$	219,707		$	217,273		$	179,181		$	214,785		$	196,364
2nd generation tenant improvements and leasing commissions		(46,722	)		(20,311	)		(38,380	)		(34,815	)		(40,116	)
Straight-line rent (1)		(14,837	)		(16,142	)		(17,807	)		(19,474	)		(21,242	)
Recurring capital expenditures		(11,839	)		(12,856	)		(6,418	)		(10,711	)		(6,262	)
Fair value interest adjustment (1)		(7,491	)		(1,918	)		558			585			1,335
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment		4,888			6,035			7,158			7,043			6,930
Fair value lease revenue (1) (2)		(7,073	)		(13,286	)		(16,037	)		(16,101	)		(16,982	)
Hotel improvements, equipment upgrades and replacements		(206	)		(1,006	)		(143	)		(214	)		(305	)
Straight-line ground rent expense adjustment (3)		1,785			1,785			1,801			1,838			1,838
Non real estate depreciation		308			322			293			299			331
Stock-based compensation (4)		6,537			6,681			25,783			4,820			6,746
Impairment loss		—			—			8,306			—			—
Non-cash losses (gains) from early extinguishments of debt		—			(264	)		—			—			196
Non-cash termination adjustment (including fair value lease amounts)		999			(3	)		1,106			155			(154	)
Partners’ share of consolidated and unconsolidated joint venture 2nd generation tenant improvement and leasing commissions		4,229			1,389			466			323			140

Funds available for distribution to common shareholders and common unitholders (FAD)	$	150,285		$	167,699		$	145,867		$	148,533		$	128,819

Interest Coverage Ratios

(in thousands, except for ratio amounts)


	Three Months Ended
	30-Sep-13			30-Jun-13			31-Mar-13			31-Dec-12			30-Sep-12
*Excluding Capitalized Interest*
Income from continuing operations	$	82,910		$	504,118		$	39,115		$	74,949		$	63,972
Interest expense		122,173			103,140			100,433			102,802			105,030
Depreciation and amortization expense		154,193			134,370			120,361			119,652			110,653
Depreciation and amortization expense from unconsolidated joint ventures		4,389			15,535			21,657			21,778			21,664
Gains on sales of real estate included within income from unconsolidated joint ventures		(11,174	)		(43,327	)		—			—			(248	)
Gains on consolidation of joint ventures		1,810			(387,801	)		—			—			—
Depreciation and amortization expense - discontinued operations		—			234			830			898			901
Interest expense - discontinued operations		—			—			360			650			650
Income from discontinued operations		1,078			2,643			1,875			1,659			1,550
Impairment loss		—			—			8,306			—			—
Non-cash losses (gains) from early extinguishments of debt		—			(264	)		—			—			196
Non-cash termination adjustment (including fair value lease amounts)		999			(3	)		1,106			155			(154	)
Stock-based compensation		6,537			6,681			25,783			4,820			6,746
Straight-line ground rent expense adjustment (3)		1,785			1,785			1,801			1,838			1,838
Straight-line rent (1)		(14,837	)		(16,142	)		(17,807	)		(19,474	)		(21,242	)
Fair value lease revenue (1) (2)		(7,073	)		(13,286	)		(16,037	)		(16,101	)		(16,982	)

Subtotal		342,790			307,683			287,783			293,626			274,574

Divided by:
Adjusted interest expense (5) (6) (7) (8)		107,633			92,600			91,462			94,212			96,593

Interest Coverage Ratio		3.18			3.32			3.15			3.12			2.84


*Including Capitalized Interest*
Income from continuing operations	$	82,910		$	504,118		$	39,115		$	74,949		$	63,972
Interest expense		122,173			103,140			100,433			102,802			105,030
Depreciation and amortization expense		154,193			134,370			120,361			119,652			110,653
Depreciation and amortization expense from unconsolidated joint ventures		4,389			15,535			21,657			21,778			21,664
Gains on sales of real estate included within income from unconsolidated joint ventures		(11,174	)		(43,327	)		—			—			(248	)
Gains on consolidation of joint ventures		1,810			(387,801	)		—			—			—
Depreciation and amortization expense - discontinued operations		—			234			830			898			901
Interest expense - discontinued operations		—			—			360			650			650
Income from discontinued operations		1,078			2,643			1,875			1,659			1,550
Impairment loss		—			—			8,306			—			—
Non-cash losses (gains) from early extinguishments of debt		—			(264	)		—			—			196
Non-cash termination adjustment (including fair value lease amounts)		999			(3	)		1,106			155			(154	)
Stock-based compensation		6,537			6,681			25,783			4,820			6,746
Straight-line ground rent expense adjustment (3)		1,785			1,785			1,801			1,838			1,838
Straight-line rent (1)		(14,837	)		(16,142	)		(17,807	)		(19,474	)		(21,242	)
Fair value lease revenue (1) (2)		(7,073	)		(13,286	)		(16,037	)		(16,101	)		(16,982	)

Subtotal		342,790			307,683			287,783			293,626			274,574

Divided by:
Adjusted interest expense (5) (6) (7) (8) (9)		125,031			111,036			105,880			107,081			106,724

Interest Coverage Ratio		2.74			2.77			2.72			2.74			2.57

(1)	Includes the Company’s share of consolidated and 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, 2013, stock-based compensation expense includes an aggregate of approximately $16.9 million consisting of (i) the acceleration of the remaining approximately $12.9 million of stock-based compensation expense associated with the Company’s Executive Chairman’s unvested long-term equity awards and (ii) approximately $4.0 million of stock-based compensation awards associated with the Company’s Executive Chairman’s transition benefits agreement related to the Company’s succession planning.

(5)	Excludes the impact of the ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment of $4,888, $6,035, $7,158, $7,043 and $6,930 for the three months ended September 30, 2013, June 30, 2013, March 31, 2013, December 31, 2012 and September 30, 2012, respectively.

(6)	Excludes amortization of financing costs of $2,779, $2,240, $2,173, $2,197 and $2,157 for the three months ended September 30, 2013, June 30, 2013, March 31, 2013, December 31, 2012 and September 30, 2012, respectively.

(7)	Includes interest expense from discontinued operations of $0, $0, $360, $650 and $650 for the three months ended September 30, 2013, June 30, 2013, March 31, 2013, December 31, 2012 and September 30, 2012, respectively.

(8)

Excludes interest expense of $6,873 and $2,265 for the three months ended September 30, 2013 and June 30, 2013, respectively, consisting of the interest expense on the partner loans for the 767 Fifth Avenue (the GM Building) consolidated joint venture, which amount is allocated to the partners within noncontrolling interests in property partnerships. The Company’s share of the interest expense on its loan to the joint venture eliminates in consolidation.

(9)	Includes capitalized interest of $17,398, $18,436, $14,418, $12,869 and $10,131 for the three months ended September 30, 2013, June 30, 2013, March 31, 2013, December 31, 2012 and September 30, 2012, respectively.

Boston Properties, Inc.

Third Quarter 2013

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal September 30, 2013
Mortgage Notes Payable	$	4,263,956
Mezzanine Notes Payable		306,000
Unsecured Line of Credit		—
Unsecured Senior Notes, at face value		5,850,000
Unsecured Exchangeable Senior Notes, at face value		747,500

Total Debt		11,167,456
Fair Value Adjustment on Mortgage Notes Payable		204,113
Fair Value Adjustment on Mezzanine Notes Payable		5,340
Discount on Unsecured Senior Notes		(14,576	)
Discount on Unsecured Exchangeable Senior Notes		(555	)
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment (1)		(7,409	)

Total Consolidated Debt	$	11,354,369

Boston Properties Limited Partnership Unsecured Senior Notes


Settlement Date	6/27/2013			4/11/2013			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	$	700,000		$	500,000		$	1,000,000		$	850,000		$	850,000		$	700,000		$	700,000		$	250,000		$	300,000		$	5,850,000
Principal Amount at Quarter End	$	700,000		$	500,000		$	1,000,000		$	850,000		$	850,000		$	700,000		$	700,000		$	250,000		$	300,000		$	5,850,000
Yield (on issue date)		3.916	%		3.279	%		3.954	%		3.853	%		4.289	%		5.708	%		5.967	%		5.194	%		5.693	%		4.52	%
Coupon		3.800	%		3.125	%		3.850	%		3.700	%		4.125	%		5.625	%		5.875	%		5.000	%		5.625	%		4.40	%
Public Offering Price		99.694	%		99.379	%		99.779	%		99.767	%		99.260	%		99.891	%		99.931	%		99.329	%		99.898	%		99.68	%
Ratings:
Moody’s		Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)			Baa2 (stable)
S&P		A-(stable)			A-(stable)			A-(stable)			A-(stable)			A-(stable)			A-(stable)			A-(stable)			A-(stable)			A-(stable)
Fitch		BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)			BBB (stable)
Maturity Date		2/1/2024			9/1/2023			2/1/2023			11/15/2018			5/15/2021			11/15/2020			10/15/2019			6/1/2015			4/15/2015
Discount	$	2,074		$	2,984		$	1,968		$	1,494		$	4,827		$	555		$	325		$	277		$	72		$	14,576

Unsecured Senior Notes, net of discount	$	697,926		$	497,016		$	998,032		$	848,506		$	845,173		$	699,445		$	699,675		$	249,723		$	299,928		$	5,835,424

Boston Properties Limited Partnership Unsecured Exchangeable Senior Notes


Settlement Date	8/19/2008			Total/Average
Original Principal Amount	$	747,500		$	747,500
Principal Amount at Quarter End	$	747,500		$	747,500
Yield (on issue date)		4.037	%		4.04	%
GAAP Yield		6.555	%		6.56	%
Coupon		3.625	%
Exchange Rate		8.5051
Exchange Price	$	134.14	(2)
Diluted share impact for the current quarter		—			—
First Optional Redemption Date		N/A
Maturity Date		2/15/2014
Discount	$	555		$	555
ASC 470-20 (FSP APB 14-1) Adjustment (1)	$	7,409		$	7,409

Unsecured Senior Exchangeable Notes	$	739,536		$	739,536

Equity

(in thousands)


	Shares/Units Outstanding as of 9/30/2013		Common Stock Equivalents			Equivalent Value (3)
Common Stock		152,391		152,391	(4)	$	16,290,598
Common Operating Partnership Units		17,199		17,199	(5)		1,838,573
Series Two Preferred Operating Partnership Units		996		1,307			139,727
Series Four Preferred Operating Partnership Units		360		—			18,006	(6)
Series B Cumulative Redeemable Preferred Stock		80		—			200,000	(7)

Total Equity				170,897		$	18,486,904

Total Consolidated Debt						$	11,354,369

Total Consolidated Market Capitalization						$	29,841,273

BXP’s share of Unconsolidated Joint Venture Debt						$	328,373
Less:
Partners’ Share of Consolidated Debt						$	889,008
Total Adjusted Debt (8)						$	10,793,734

Total Adjusted Market Capitalization (8)						$	29,280,638

(1)	Represents the remaining debt discount which will be amortized as additional non-cash interest expense through February 15, 2014, the maturity date of the outstanding exchangeable senior notes.

(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 September 30, 2013, the effective exchange price to the Company was $134.14 per share.

(3)

Values based on September 30, 2013 closing price of $106.90 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) and the shares of Series B Cumulative Redeemable Preferred Stock which have been valued at the liquidation preference of $2,500.00 per share (see Note 7 below).

(4)	Includes 64 shares of restricted stock.

(5)	Includes 1,460 long-term incentive plan units, but excludes an aggregate of 1,109 Outperformance Plan Units and 2013 Multi-Year Long-Term Incentive Program 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. On August 29, 2013, the Company’s Operating Partnership redeemed 861 Series Four Preferred Units for cash totaling approximately $43.1 million.

(7)

On March 27, 2013, the Company completed an underwritten public offering of 80,000 shares (8,000,000 depositary shares, each representing 1/100th of a share) of its newly designated 5.25% Series B Cumulative Redeemable Preferred Stock, at a price of $2,500.00 per share ($25.00 per depositary share). The net proceeds from this offering were approximately $194 million, after deducting the underwriting discount and transaction expenses. The Company will pay cumulative cash dividends on the Series B Preferred Stock at a rate of 5.25% per annum of the $2,500.00 liquidation preference per share. The Company may not redeem the Series B Preferred Stock prior to March 27, 2018. On or after March 27, 2018, the Company, at its option, may redeem the Series B Preferred Stock for a cash redemption price of $2,500.00 per share ($25.00 per depositary share), plus all accrued and unpaid dividends. The Series B Preferred Stock is not redeemable by the holders, has no maturity date and is not convertible into any other security of the Company or its affiliates.

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

Boston Properties, Inc.

Third Quarter 2013

DEBT ANALYSIS (1)

Debt Maturities and Principal Payments

as of September 30, 2013

(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	$	5,428		$	87,757		$	26,182		$	608,879		$	2,821,750		$	713,960		$	4,263,956
Fair Value Adjustment		12,908			52,493			53,888			50,632			34,192			—			204,113

Mortgage Notes Payable		18,336			140,250			80,070			659,511			2,855,942			713,960			4,468,069


Mezzanine Notes Payable		—			—			—			—			306,000			—			306,000
Fair Value Adjustment		300			1,244			1,314			1,389			1,093			—			5,340

		300			1,244			1,314			1,389			307,093			—			311,340

Unsecured Exchangeable Senior Notes, net of discount		—			746,945			—			—			—			—			746,945
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(4,971	)		(2,438	)		—			—			—			—			(7,409	)

Unsecured Exchangeable Senior Notes		(4,971	)		744,507			—			—			—			—			739,536


Unsecured Senior Notes, net of discount		—			—			549,651			—			—			5,285,773			5,835,424


Total Fixed Debt	$	13,665		$	886,001		$	631,035		$	660,900		$	3,163,035		$	5,999,733		$	11,354,369

Total Consolidated Debt	$	13,665		$	886,001		$	631,035		$	660,900		$	3,163,035		$	5,999,733		$	11,354,369


GAAP Weighted Average Floating Rate Debt		—			—			—			—			—			—			—
GAAP Weighted Average Fixed Rate Debt		5.65	%		6.46	%		5.48	%		5.28	%		4.05	%		4.49	%		4.60	%

Total GAAP Weighted Average Rate		5.65	%		6.46	%		5.48	%		5.28	%		4.05	%		4.49	%		4.60	%



Total Stated Weighted Average Rate		5.63	%		4.02	%		5.40	%		6.42	%		5.76	%		4.41	%		4.94	%

Unsecured Debt

Unsecured Line of Credit - Matures July 26, 2018

(in thousands)


Facility		Outstanding at 9/30/2013		Letters of Credit		Remaining Capacity at 9/30/2013
$	1,000,000	$	—	$	10,564	$	989,436

Unsecured and Secured Debt Analysis


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

Unsecured Debt		57.91	%		4.37	%		4.75	%		6.5	years
Secured Debt		42.09	%		5.72	%		4.39	%		4.4	years

Total Consolidated Debt		100.00	%		4.94	%		4.60	%		5.6	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	%		4.94	%		4.60	%		5.6	years

Total Consolidated Debt		100.00	%		4.94	%		4.60	%		5.6	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).

Boston Properties, Inc.

Third Quarter 2013

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

as of September 30, 2013

(in thousands)


Property	2013			2014			2015			2016			2017			Thereafter			Total

767 Fifth Avenue (The GM Building) (60% ownership)	$	—		$	—		$	—		$	—		$	1,300,000		$	—		$	1,300,000	(2)(3)
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		1,313			5,452			5,794			348,886			—			—			361,445
Fountain Square (50% ownership)		—			—			—			211,250			—			—			211,250	(2)
505 9th Street (50% ownership)		591			2,441			2,585			2,737			113,596			—			121,950
New Dominion Technology Park, Building Two		—			63,000			—			—			—			—			63,000
New Dominion Technology Park, Building One		—			2,304			2,481			2,672			2,878			32,943			43,278
Kingstowne Two and Retail		442			1,837			1,950			29,277			—			—			33,506	(2)
University Place		335			1,402			1,502			1,610			1,725			7,453			14,027

		5,428			87,757			26,182			608,879			2,821,750			713,960			4,263,956


Aggregate Fair Value Adjustments		12,908			52,493			53,888			50,632			34,192			—			204,113

		18,336			140,250			80,070			659,511			2,855,942			713,960			4,468,069


Mezzanine Notes Payable (associated with 767 Fifth Avenue (The GM Building))(60% ownership)		—			—			—			—			306,000			—			306,000
Fair Value Adjustment		300			1,244			1,314			1,389			1,093			—			5,340

		300			1,244			1,314			1,389			307,093			—			311,340


Unsecured Exchangeable Senior Notes, net of discount		—			746,945			—			—			—			—			746,945
ASC 470-20 (formerly known as FSP APB 14-1) Adjustment		(4,971	)		(2,438	)		—			—			—			—			(7,409	)

		(4,971	)		744,507			—			—			—			—			739,536


Unsecured Senior Notes, net of discount		—			—			549,651			—			—			5,285,773			5,835,424
Unsecured Line of Credit		—			—			—			—			—			—			—

	$	13,665		$	886,001		$	631,035		$	660,900		$	3,163,035		$	5,999,733		$	11,354,369


% of Total Consolidated Debt		0.12	%		7.80	%		5.56	%		5.82	%		27.86	%		52.84	%		100.00	%
Balloon Payments	$	—		$	809,946		$	549,651		$	583,782		$	3,107,619		$	5,919,327		$	10,970,325
Scheduled Amortization	$	18,636		$	78,493		$	81,384		$	77,118		$	55,416		$	80,406		$	391,453

(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)

In connection with the capitalization of the joint venture, loans totaling $450.0 million were funded by the venture’s partners on a pro-rata basis. Our partners’ share of the partner loans totaling $180.0 million has been reflected in Related Party Notes Payable on our Consolidated Balance Sheets and has not been included in the above balance.

Boston Properties, Inc.

Third Quarter 2013

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 September 30, 2013 to show that the Company’s Operating Partnership was in compliance with the terms of the indenture, as amended, which has been filed with the SEC. This section also presents certain other indenture-related data which we believe assists investors in the Company’s unsecured debt securities. Management is not presenting these ratios and the related calculations for any other purpose or for any other period, and is not intending for these measures to otherwise provide information to investors about the Company’s financial condition or results of operations. Investors should not rely on these measures other than for purposes of testing our compliance with the indenture.


	Senior Notes Issued Prior to October 9, 2009			Senior Notes Issued On or After October 9, 2009
	September 30, 2013
Total Assets:
Capitalized Property Value (1)	$	20,698,161		$	21,106,790
Cash and Cash Equivalents		1,641,275			1,641,275
Investments in Marketable Securities		15,377			15,377
Undeveloped Land, at Cost (including Joint Venture %)		300,620			300,620
Development in Process, at Cost (including Joint Venture %)		1,591,370			1,591,370

Total Assets	$	24,246,803		$	24,655,432



Unencumbered Assets	$	15,861,591		$	16,115,778


Secured Debt (Fixed and Variable) (2)	$	4,263,956		$	4,263,956
Mezzanine Notes Payable (3)		306,000			306,000
Joint Venture Debt		328,373			328,373
Related Party Notes Payable		180,000			180,000
Contingent Liabilities & Letters of Credit		13,871			13,871
Unsecured Debt (4)		6,597,500			6,597,500

Total Outstanding Debt	$	11,689,700		$	11,689,700


Consolidated EBITDA:
Income from Continuing Operations (per Consolidated Income Statement)	$	82,910		$	82,910
Subtract: Income from Unconsolidated Joint Ventures (per Consolidated Income Statement)		(14,736	)		(14,736	)
Subtract: Gains from Investments in Securities (per Consolidated Income Statement)		(956	)		(956	)
Subtract: Gains on Consolidation of Joint Ventures (per Consolidated Income Statement)		1,810			1,810
Add: Losses from Early Extinguishments of Debt (per Consolidated Income Statement)		30			30
Add: Interest Expense (per Consolidated Income Statement)		122,173			122,173
Add: Depreciation and Amortization (per Consolidated Income Statement)		154,193			154,193

EBITDA		345,424			345,424
Add: Company share of unconsolidated joint venture EBITDA		9,978			9,978

Consolidated EBITDA	$	355,402		$	355,402


Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)	$	122,173		$	122,173
Add: Company share of unconsolidated joint venture interest expense		3,420			3,420
Less: Amortization of financing costs		(2,779	)		(2,779	)
Less: Interest expense funded by construction loan draws		—			—

Adjusted Interest Expense	$	122,814		$	122,814


Covenant Ratios and Related Data	Test	Actual			Actual
Total Outstanding Debt/Total Assets	Less than 60%		48.2	%		47.4	%
Secured Debt/Total Assets	Less than 50%		20.2	%		19.9	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50x		2.89			2.89
Unencumbered Assets/ Unsecured Debt	Greater than 150%		240.4	%		244.3	%

Unencumbered Consolidated EBITDA		$	233,031		$	233,031

Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)			3.02			3.02



% of Unencumbered Consolidated EBITDA to Consolidated EBITDA			65.6	%		65.6	%



# of unencumbered properties			148			148

(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 $204,113.

(3)	Excludes aggregate fair value adjustment of $5,340.

(4)	Excludes aggregate debt discount of $15,131 and ASC 470-20 (formerly known as FSP APB 14-1) adjustment of $7,409.

Boston Properties, Inc.

Third Quarter 2013

UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS (*)

Debt Maturities and Principal Payments by Property

(in thousands)


Property	2013			2014			2015			2016			2017			Thereafter			Total

Metropolitan Square (51%)	$	286		$	1,187		$	1,257		$	1,332		$	1,410		$	83,402		$	88,874
540 Madison Avenue (60%)		—			—			—			—			—			72,000			72,000
Market Square North (50%)		161			993			1,043			1,094			1,148			60,561			65,000
901 New York Avenue (25%)		199			823			37,590			—			—			—			38,612
500 North Capitol Street, N.W. (30%)		—			—			—			—			—			31,500			31,500
Annapolis Junction Building One (50%)		70			279			279			279			279			19,519			20,705	(1)
Annapolis Junction Building Six (50%)		6,997			—			—			—			—			—			6,997	(2)
Annapolis Junction Building Seven (50%)		—			—			—			4,685			—			—			4,685	(3)

	$	7,713		$	3,282		$	40,169		$	7,390		$	2,837		$	266,982		$	328,373


GAAP Weighted Average Rate		2.74	%		5.09	%		5.25	%		3.38	%		5.08	%		4.08	%		4.19	%

% of Total Debt		2.35	%		1.00	%		12.23	%		2.25	%		0.86	%		81.31	%		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		31.79	%		1.75	%		1.97	%		4.2 years
Fixed Rate Debt		68.21	%		5.17	%		5.23	%		6.2 years

Total Debt		100.00	%		4.08	%		4.19	%		5.6 years

(*)	All amounts represent the Company’s share.

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

(2)	Loan has two, one-year extension options, subject to certain conditions. On October 29, 2013, the Company exercised the first extension option.

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

Boston Properties, Inc.

Third Quarter 2013

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of September 30, 2013


	540 Madison Avenue			Market Square North			Metropolitan Square			901 New York Avenue			Wisconsin Place (1)			Annapolis Junction (2)			Eighth Avenue and 46th Street (3)			500 North Capitol Street, N.W.			Other Joint Ventures (4)		Total Unconsolidated Joint Ventures
Net Equity (5)	$	67,983		$	(10,529	)	$	6,813		$	(2,701	)	$	47,849		$	17,112		$	—		$	(1,155	)	$	3,666	$	129,038

Mortgage/Construction loans payable (5)	$	72,000		$	65,000		$	88,874		$	38,612		$	—		$	32,387		$	—		$	31,500		$	—	$	328,373

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

Results of Operations

(unaudited and in thousands)

for the three months ended September 30, 2013


	540 Madison Avenue			Market Square North		Metropolitan Square			901 New York Avenue			Wisconsin Place (1)			Annapolis Junction (2)			Eighth Avenue and 46th Street (3)			500 North Capitol Street, N.W.		Other Joint Ventures (4)			Total Unconsolidated Joint Ventures
REVENUE
Rental	$	5,086		$	5,640	$	8,733		$	9,033		$	1,223		$	4,740		$	—		$	3,065	$	19		$	37,539
Straight-line rent		469			38		(62	)		(351	)		—			(8	)		—			479		—			565
Fair value lease revenue		(121	)		—		—			—			—			—			—			—		—			(121	)
Termination Income		—			—		—			—			—			—			—			—		—			—

Total revenue		5,434			5,678		8,671			8,682			1,223			4,732			—			3,544		19			37,983

EXPENSES
Operating		2,472			2,320		3,143			3,160			779			1,671			16			1,334		68			14,963


NET OPERATING INCOME		2,962			3,358		5,528			5,522			444			3,061			(16	)		2,210		(49	)		23,020

Interest		571			1,597		2,528			2,033			—			278			—			1,141		—			8,148
Depreciation and amortization		1,797			859		1,961			1,386			1,373			1,566			—			842		—			9,784

SUBTOTAL		2,368			2,456		4,489			3,419			1,373			1,844			—			1,983		—			17,932
Gain on sale of real estate		—			—		—			—			—			—			12,600			—		(159	)		12,441

NET INCOME/(LOSS)	$	594		$	902	$	1,039		$	2,103		$	(929	)	$	1,217		$	12,584		$	227	$	(208	)	$	17,529


BXP’s share of net income/(loss)	$	356		$	451	$	530		$	1,464	(6)	$	(311	)	$	609		$	(8	)	$	68	$	(25	)	$	3,134
Basis differential (7)		211			297	$	35			(47	)		(8	)		(69	)		—			9		—			428
Gain on investment		—			—		—			—			—			—			11,269			—		(1,905	)		9,364

Subtotal		567			748		565			1,417			(319	)		540			11,261			77		(1,930	)		12,926
Gain upon consolidation in income statement		—			—		—			—			—			—			—			—		(1,810	)(8)		(1,810	)

Income/(loss) from unconsolidated joint ventures	$	567		$	748	$	565		$	1,417		$	(319	)	$	540		$	11,261		$	77	$	(120	)	$	14,736

Gain on investment		—			—		—			—			—			—			(11,269	)		—		95			(11,174	)
BXP’s share of depreciation & amortization		936			434		1,002			510	(6)		467			786			—			254		—			4,389

BXP’s share of Funds from Operations (FFO)	$	1,503		$	1,182	$	1,567		$	1,927		$	148		$	1,326		$	(8	)	$	331	$	(25	)	$	7,951



BXP’s share of net operating income/(loss)	$	1,790		$	1,679	$	2,819		$	1,381		$	148		$	1,531		$	(8	)	$	663	$	(25	)	$	9,978

(1)	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.

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

(3)

On July 19, 2013, a joint venture in which the Company has a 50% interest sold its Eighth Avenue and 46th Street project (land parcels and air-rights) located in New York City for an imputed sale price of approximately $45.0 million. Net cash proceeds to the Company totaled approximately $21.8 million, after the payment of transaction costs. The joint venture recognized a gain on sale of real estate of approximately $12.6 million, of which the Company’s share was approximately $11.3 million and is included within income from consolidated joint ventures in the Company’s consolidated statements of operations, but excluded from the Company’s calculation of FFO.

(4)

Includes 767 Fifth Avenue (The GM Building) under the equity method of accounting. In connection with the Company’s joint venture partners’ transfer of interests on May 31, 2013, the assets, liabilities and operations of the joint venture are now consolidated in the results of the Company. Also includes Two Grand Central Tower and 125 West 55th Street properties, which were sold on October 25, 2011 and May 30, 2013, respectively.

(5)	Represents the Company’s share.

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

(7)	Represents adjustments related to the carrying values and depreciation of certain of the Company’s investment in unconsolidated joint ventures.

(8)	Represents adjustments to the Company’s prior non-cash gains upon consolidation of its investments in 767 Fifth Avenue (The GM Building) and the Company’s Value-Added Fund Mountain View properties.

Boston Properties, Inc.

Third Quarter 2013

CONSOLIDATED JOINT VENTURES

Balance Sheets

(unaudited and in thousands)

as of September 30, 2013


BXP's nominal ownership percentage		60.00%			95.00%		50.00%		50.00%

	767 Fifth Avenue (The GM Building)			Transbay Tower		Fountain Square		505 9th Street			Total Consolidated Joint Ventures
ASSETS
Real estate, net	$	3,313,271		$	226,597	$	354,050	$	108,437		$	4,002,355
Cash and cash held in escrows		75,257			998		24,228		4,402			104,885
Other assets		466,923			238		42,098		12,836			522,095

Total assets	$	3,855,451		$	227,833	$	420,376	$	125,675		$	4,629,335

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	1,473,498		$	—	$	211,250	$	121,949		$	1,806,697
Mezzanine notes payable		311,340			—		—		—			311,340
Related party notes payable		180,000			—		—		—			180,000
Accrued interest on related party notes		74,459			—		—		—			74,459
Other liabilities		253,079			2,912		29,000		5,447			290,438

Total liabilities		2,292,376			2,912		240,250		127,396			2,662,934

Equity:
BXP		1,090,017	(1)		213,989		81,477		752			1,386,235
Redeemable interest in property partnership		—			—		98,649		—			98,649
Noncontrolling interests		473,058			10,932		—		(2,473	)		481,517

Total equity		1,563,075			224,921		180,126		(1,721	)		1,966,401

Total liabilities and equity	$	3,855,451		$	227,833	$	420,376	$	125,675		$	4,629,335

Income Statements

(unaudited and in thousands)

for the three months ended September 30, 2013


BXP's nominal ownership percentage		60.00%			95.00%		50.00%			50.00%

	767 Fifth Avenue (The GM Building)			Transbay Tower		Fountain Square			505 9th Street			Total Consolidated Joint Ventures
REVENUE
Rental income	$	61,920		$	—	$	8,223		$	5,593		$	75,736
Straight-line rent		4,596			—		952			85			5,633
Fair value lease revenue		5,116			—		(90	)		—			5,026
Parking and Other		1,154			—		47			498			1,699

Total revenue		72,786			—		9,132			6,176			88,094


EXPENSES
Operating		23,270			—		3,168			2,188			28,626


NET OPERATING INCOME		49,516			—		5,964			3,988			59,468
Interest		24,157			—		3,120			1,797			29,074
Interest other—partner notes		6,873			—		—			—			6,873
Fair value interest expense		(10,625	)				(1,583	)		—			(12,208	)
Depreciation and amortization		31,302			—		5,339			955			37,596

SUBTOTAL		51,707			—		6,876			2,752			61,335

NET INCOME/(LOSS)	$	(2,191	)	$	—	$	(912	)	$	1,236		$	(1,867	)

Reconciliation of partners' noncontrolling interest (NCI)
Add back depreciation & amortization—BXP basis difference		—			—		—			31			31
Add back partners' share of partner loan interest		6,873			—		—			—			6,873

Partners' net income/(loss) before interest allocation		4,682			—		(912	)		1,267			5,037

Partners' NCI share of net income		1,873			—		(456	)		633			2,050
Partners' share of partner loan interest		(6,873	)		—		—			—			(6,873	)
Allocation of management and other fees to non-controlling partner		(543	)		—		(133	)		(102	)		(778	)
Accretion and adjustments		19					2,061	(4)		242			2,322

Partners' NCI	$	(5,524	)	$	—	$	1,472		$	773		$	(3,279	)

Reconciliation of BXP share of FFO
BXP Share of net income (loss)		3,332			—		(2,384	)(4)		464			1,412
Depreciation & amortization—BXP basis difference (3)		3			—		—			31			34
Other adjustment		—			—		—			242			242
BXP share of depreciation & amortization		18,781			—		5,339	(4)		462			24,582

BXP share of FFO	$	22,116		$	—	$	2,955		$	1,199		$	26,270

Unearned portion of capitalized fees (3)	$	510		$	—	$	6		$	—		$	516

(1)	BXP equity adjusted for related party notes and accrued interest that are allocated to our partners through NCI.

(2)	Amount excludes preferred shareholders capital of $0.1 million.

(3)	Capitalized fees are eliminated in consolidation and recognized in FFO over the life of the asset as depreciation and amortization are added back to the Company's net income.

(4)	The allocation of net income and FFO to the NCI partner reflects the accretion to their redemption value, which is expected to occur in Q1 2016.

Boston Properties, Inc.

Third Quarter 2013

PORTFOLIO OVERVIEW

Rentable Square Footage and Percentage of Combined Net Operating Income of In-Service Properties by Location and Type of Property for the Quarter Ended September 30, 2013 (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		13,400,812			27.9	%		392,530			1.0	%		13,793,342			33.6	%		0.2	%		1.1	%		30.2	%
New York		8,089,534	(5)		36.2	%		—			—			8,089,534	(5)		19.7	%		—			—			36.2	%
Princeton		2,470,911			2.3	%		—			—			2,470,911			6.0	%		—			—			2.3	%
San Francisco		4,961,310			9.1	%		768,463			1.2	%		5,729,773			13.9	%		—			—			10.3	%
Washington, DC		10,276,835	(6)		19.7	%		729,937			0.8	%		11,006,772	(6)		26.8	%		0.5	%		—			21.0	%

		39,199,402			95.2	%		1,890,930			3.0	%		41,090,332			100.0	%		0.7	%		1.1	%		100.0	%

% of Total		95.4	%					4.6	%					100.0	%

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


Geographic Area	CBD			Suburban			Total

Boston		25.1	%		5.1	%		30.2	%
New York		36.2	%		—			36.2	%
Princeton		—			2.3	%		2.3	%
San Francisco		7.4	%		2.9	%		10.3	%
Washington, DC		8.1	%		12.9	%		21.0	%

Total		76.8	%		23.2	%		100.0	%

Hotel Properties


Hotel Properties	Number of Rooms		Square Feet (7)
Cambridge Center Marriott, Cambridge, MA		433		334,260

Total Hotel Properties		433		334,260

Residential Properties


Residential Properties	Number of Units		Square Feet
Residences on The Avenue, Washington, DC		335		323,050	(8)

The Lofts at Atlantic Wharf, Boston, MA		86		87,097	(9)

Total Residential Properties		421		410,147

Structured Parking


	Number of Spaces		Square Feet

Total Structured Parking		46,221		15,679,068

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

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

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

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

(5)	Includes 1,806,957 square feet at 767 Fifth Avenue (The GM Building) and 294,345 square feet at 540 Madison Avenue, each of which is 60% owned by the Company.

(6)

Includes 588,917 square feet at Metropolitan Square which is 51% owned by the Company, 408,486 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, 231,411 square feet at 500 North Capitol which is 30% 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, 119,339 square feet at Annapolis Junction Building Six which is 50% owned by the Company and 755,967 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 100% occupied.

Boston Properties, Inc.

Third Quarter 2013

In-Service Property Listing

as of September 30, 2013


	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		1,722,629		95.9	%	$	54.13	Y	CBD
100 Federal Street	CBD Boston MA	1		1,265,399		96.2	%		48.09	N	CBD
800 Boylston Street - The Prudential Center	CBD Boston MA	1		1,228,651		98.1	%		51.58	N	CBD
111 Huntington Avenue - The Prudential Center	CBD Boston MA	1		858,326		95.4	%		60.50	N	CBD
Atlantic Wharf Office	CBD Boston MA	1		793,827		95.3	%		61.59	N	CBD
101 Huntington Avenue - The Prudential Center	CBD Boston MA	1		505,389		100.0	%		42.36	N	CBD
The Shops at the Prudential Center	CBD Boston MA	1		501,354		100.0	%		77.96	N	CBD
Shaws Supermarket at the Prudential Center	CBD Boston MA	1		57,235		100.0	%		49.62	N	CBD
One Cambridge Center	East Cambridge MA	1		215,629		100.0	%		50.35	N	CBD
Three Cambridge Center	East Cambridge MA	1		115,061		100.0	%		41.81	N	CBD
Four Cambridge Center	East Cambridge MA	1		216,156		100.0	%		44.41	N	CBD
Five Cambridge Center	East Cambridge MA	1		266,965		98.7	%		54.11	N	CBD
Eight Cambridge Center	East Cambridge MA	1		177,226		100.0	%		42.00	N	CBD
Ten Cambridge Center	East Cambridge MA	1		152,664		100.0	%		44.95	N	CBD
Eleven Cambridge Center	East Cambridge MA	1		79,616		100.0	%		54.87	N	CBD
(2) Seventeen Cambridge Center	East Cambridge MA	1		195,191		100.0	%		52.07	N	CBD
University Place	Mid-Cambridge MA	1		195,282		100.0	%		41.20	Y	CBD
Bay Colony Corporate Center	Route 128 Mass Turnpike MA	4		992,492		72.1	%		33.62	N	S
Reservoir Place	Route 128 Mass Turnpike MA	1		527,860		80.9	%		33.48	N	S
Reservoir Place North	Route 128 Mass Turnpike MA	1		73,258		100.0	%		30.54	N	S
140 Kendrick Street	Route 128 Mass Turnpike MA	3		380,987		95.6	%		33.77	N	S
230 CityPoint	Route 128 Mass Turnpike MA	1		300,993		73.8	%		32.39	N	S
77 CityPoint	Route 128 Mass Turnpike MA	1		209,707		100.0	%		42.02	N	S
195 West Street	Route 128 Mass Turnpike MA	1		63,500		100.0	%		38.24	N	S
200 West Street	Route 128 Mass Turnpike MA	1		256,245		83.1	%		31.29	N	S
Weston Corporate Center	Route 128 Mass Turnpike MA	1		356,995		100.0	%		48.25	N	S
Waltham Weston Corporate Center	Route 128 Mass Turnpike MA	1		306,687		99.1	%		32.69	N	S
10 & 20 Burlington Mall Road	Route 128 Northwest MA	2		152,229		90.0	%		25.03	N	S
32 Hartwell Avenue	Route 128 Northwest MA	1		69,154		100.0	%		24.80	N	S
91 Hartwell Avenue	Route 128 Northwest MA	1		120,458		53.1	%		24.85	N	S
92 Hayden Avenue	Route 128 Northwest MA	1		31,100		100.0	%		37.38	N	S
100 Hayden Avenue	Route 128 Northwest MA	1		55,924		100.0	%		37.65	N	S
33 Hayden Avenue	Route 128 Northwest MA	1		80,128		64.3	%		39.83	N	S
Lexington Office Park	Route 128 Northwest MA	2		166,759		90.1	%		26.39	N	S
191 Spring Street	Route 128 Northwest MA	1		158,900		100.0	%		31.70	N	S
181 Spring Street	Route 128 Northwest MA	1		55,793		100.0	%		30.25	N	S
201 Spring Street	Route 128 Northwest MA	1		106,300		100.0	%		34.14	N	S
40 Shattuck Road	Route 128 Northwest MA	1		121,216		87.7	%		19.63	N	S
Quorum Office Park	Route 128 Northwest MA	2		267,527		82.5	%		16.95	N	S

		47		13,400,812		93.1	%	$	46.72

Office/Technical
Seven Cambridge Center	East Cambridge MA	1		231,028		100.0	%	$	88.22	N	CBD
Fourteen Cambridge Center	East Cambridge MA	1		67,362		100.0	%		24.69	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	%	$	73.88


Total Boston:		51		13,793,342		92.6	%	$	47.36

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

(2)	Not included in Same Property analysis.

Boston Properties, Inc.

Third Quarter 2013

In-Service Property Listing (continued)

as of September 30, 2013


	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		99.2	%	$	87.11	Y	CBD
601 Lexington Avenue	Park Avenue NY	1		1,631,300		99.1	%		87.93	Y	CBD
399 Park Avenue	Park Avenue NY	1		1,710,383		99.0	%		85.80	N	CBD
Times Square Tower	Times Square NY	1		1,245,823		98.9	%		70.50	N	CBD
(2) 767 Fifth Avenue (The GM Building) (60% ownership)	Plaza District NY	1		1,806,957		98.6	%		136.74	Y	CBD
510 Madison Avenue	Fifth/Madison Avenue NY	1		355,598		62.5	%		108.88	N	CBD
540 Madison Avenue (60% ownership)	Fifth/Madison Avenue NY	1		294,345		72.9	%		103.74	Y	CBD

Total New York:		7		8,089,534		96.4	%	$	96.79


Princeton
Office
101 Carnegie Center	Princeton NJ	1		125,269		67.9	%	$	29.53	N	S
104 Carnegie Center	Princeton NJ	1		102,886		90.2	%		33.25	N	S
105 Carnegie Center	Princeton NJ	1		69,955		62.7	%		30.83	N	S
201 Carnegie Center	Princeton NJ	—		6,500		100.0	%		31.49	N	S
202 Carnegie Center	Princeton NJ	1		130,582		98.8	%		35.98	N	S
206 Carnegie Center	Princeton NJ	1		161,763		100.0	%		26.90	N	S
210 Carnegie Center	Princeton NJ	1		162,372		100.0	%		34.57	N	S
211 Carnegie Center	Princeton NJ	1		47,025		100.0	%		32.83	N	S
212 Carnegie Center	Princeton NJ	1		152,576		79.5	%		29.33	N	S
214 Carnegie Center	Princeton NJ	1		150,774		65.1	%		31.79	N	S
302 Carnegie Center	Princeton NJ	1		64,926		96.1	%		33.70	N	S
502 Carnegie Center	Princeton NJ	1		122,460		83.3	%		35.31	N	S
504 Carnegie Center	Princeton NJ	1		121,990		100.0	%		33.08	N	S
506 Carnegie Center	Princeton NJ	1		149,110		100.0	%		24.12	N	S
508 Carnegie Center	Princeton NJ	1		133,915		69.4	%		30.73	N	S
510 Carnegie Center	Princeton NJ	1		234,160		100.0	%		31.07	N	S
701 Carnegie Center	Princeton NJ	1		120,000		100.0	%		36.78	N	S

		16		2,056,263		89.0	%	$	31.61


One Tower Center	East Brunswick NJ	1		414,648		33.3	%	$	29.17	N	S

		1		414,648		33.3	%	$	29.17


Total Princeton:		17		2,470,911		79.7	%	$	31.43


San Francisco
Office
Embarcadero Center One	CBD San Francisco CA	1		833,543		95.6	%	$	47.59	N	CBD
Embarcadero Center Two	CBD San Francisco CA	1		779,768		97.8	%		51.64	N	CBD
Embarcadero Center Three	CBD San Francisco CA	1		775,086		97.2	%		44.94	N	CBD
Embarcadero Center Four	CBD San Francisco CA	1		934,394		91.4	%		55.18	Y	CBD

		4		3,322,791		95.3	%	$	49.94


611 Gateway	South San Francisco CA	1		257,664		81.0	%	$	35.22	N	S
601 and 651 Gateway	South San Francisco CA	2		506,277		98.8	%		35.37	N	S
(3) North First Business Park	San Jose CA	5		190,636		87.2	%		15.04	N	S
3200 Zanker Road	San Jose CA	4		543,900		49.9	%		15.18	N	S
2440 West El Camino Real	Mountain View CA	1		140,042		100.0	%		49.41	N	S

		13		1,638,519		78.5	%	$	29.97

Office/Technical
(2) Mountain View Research Park	Mountain View CA	16		603,564		83.5	%		33.00	N	S
(2) Mountain View Technology Park	Mountain View CA	7		135,279		100.0	%		27.30	N	S
453 Ravendale Avenue	Mountain View CA	1		29,620		100.0	%	$	19.33	N	S

		24		768,463		87.1	%	$	31.30


Total San Francisco:		41		5,729,773		89.4	%	$	42.46

(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.

Third Quarter 2013

In-Service Property Listing (continued)

as of September 30, 2013


	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		631,165		94.3	%	$	54.50	N	CBD
500 E Street, S. W.	Southwest Washington DC	1		248,336		100.0	%		45.00	N	CBD
Metropolitan Square (51% ownership)	East End Washington DC	1		588,917		90.6	%		55.59	Y	CBD
Market Square North (50% ownership)	East End Washington DC	1		408,486		87.8	%		60.43	Y	CBD
505 9th Street, N.W. (50% ownership)	East End Washington DC	1		321,943		100.0	%		69.37	Y	CBD
901 New York Avenue (25% ownership)	East End Washington DC	1		539,229		99.8	%		63.24	Y	CBD
2200 Pennsylvania Avenue	CBD Washington DC	1		458,831		98.1	%		73.97	N	CBD
1333 New Hampshire Avenue	CBD Washington DC	1		315,371		91.8	%		53.49	N	CBD
1330 Connecticut Avenue	CBD Washington DC	1		252,136		100.0	%		60.01	N	CBD
(2) 500 North Capitol (30% ownership)	CBD Washington DC	1		231,411		85.0	%		60.29	Y	CBD
Sumner Square	CBD Washington DC	1		208,892		100.0	%		47.71	N	CBD
Annapolis Junction (50% ownership)	Anne Arundel County MD	1		117,599		91.6	%		143.50	Y	S
(2) Annapolis Junction Building Six (50% ownership)	Anne Arundel County MD	1		119,339		48.9	%		27.69	Y	S
One Preserve Parkway	Montgomery County MD	1		183,667		91.9	%		37.03	N	S
2600 Tower Oaks Boulevard	Montgomery County MD	1		179,369		70.7	%		36.26	N	S
Wisconsin Place Office	Montgomery County MD	1		299,186		100.0	%		50.70	N	S
(2) Fountain Square (50% ownership)	Fairfax County VA	2		521,628		97.6	%		42.59	Y	S
(2) Fountain Square Retail (50% ownership)	Fairfax County VA	1		234,339		100.0	%		51.06	Y	S
Democracy Tower	Fairfax County VA	1		259,441		100.0	%		54.43	N	S
Kingstowne One	Fairfax County VA	1		151,483		83.5	%		39.48	N	S
Kingstowne Two	Fairfax County VA	1		156,251		71.8	%		41.33	Y	S
Kingstowne Retail	Fairfax County VA	1		88,288		100.0	%		33.46	Y	S
One Freedom Square	Fairfax County VA	1		436,045		89.9	%		43.09	N	S
Two Freedom Square	Fairfax County VA	1		421,142		93.5	%		45.02	N	S
One Reston Overlook	Fairfax County VA	1		319,519		100.0	%		34.84	N	S
Two Reston Overlook	Fairfax County VA	1		134,615		100.0	%		34.38	N	S
One and Two Discovery Square	Fairfax County VA	2		366,990		93.8	%		40.42	N	S
New Dominion Technology Park - Building One	Fairfax County VA	1		235,201		100.0	%		33.50	Y	S
New Dominion Technology Park - Building Two	Fairfax County VA	1		257,400		100.0	%		39.27	Y	S
Reston Corporate Center	Fairfax County VA	2		261,046		100.0	%		37.48	N	S
South of Market	Fairfax County VA	3		623,665		100.0	%		49.32	N	S
(2) One and Two Patriots Park	Fairfax County VA	2		523,482		100.0	%		33.50	N	S
Three Patriots Park	Fairfax County VA	1		182,423		100.0	%		35.55	N	S

		39		10,276,835		94.9	%	$	49.92

Office/Technical
7435 Boston Boulevard	Fairfax County VA	1		103,557		100.0	%		21.81	N	S
7451 Boston Boulevard	Fairfax County VA	1		47,001		33.9	%		25.81	N	S
7450 Boston Boulevard	Fairfax County VA	1		62,402		100.0	%		20.72	N	S
7374 Boston Boulevard	Fairfax County VA	1		57,321		100.0	%		17.51	N	S
8000 Grainger Court	Fairfax County VA	1		88,775		100.0	%		21.01	N	S
7500 Boston Boulevard	Fairfax County VA	1		79,971		100.0	%		16.08	N	S
7501 Boston Boulevard	Fairfax County VA	1		75,756		100.0	%		25.64	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	%		23.41	N	S
8000 Corporate Court	Fairfax County VA	1		52,539		100.0	%		21.79	N	S
7300 Boston Boulevard	Fairfax County VA	1		32,000		100.0	%		29.90	N	S

		11		729,937		95.7	%	$	20.43


Total Washington, DC:		50		11,006,772		94.9	%	$	47.95


Total In-Service Properties:		166		41,090,332		92.8	%	$	56.15

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

(2)	Not included in Same Property analysis.

Boston Properties, Inc.

Third Quarter 2013

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION

TOP 20 TENANTS BY SQUARE FEET LEASED


Tenant		Sq. Ft.			% of Portfolio
1	US Government		2,423,424	(1)		5.87	%
2	Citibank		1,018,432	(2)		2.47	%
3	Bank of America		877,150	(3)		2.13	%
4	Biogen		772,212			1.87	%
5	Wellington Management		707,568			1.71	%
6	Kirkland & Ellis		639,683	(4)		1.55	%
7	Genentech		568,097			1.38	%
8	Ropes & Gray		528,931			1.28	%
9	O’Melveny & Myers		504,902			1.22	%
10	Weil Gotshal Manges		490,065	(5)		1.19	%
11	Shearman & Sterling		472,808			1.15	%
12	Manufacturers Investment (Manulife)		440,974			1.07	%
13	State Street Bank and Trust		408,552			0.99	%
14	Finnegan Henderson Farabow		362,405	(6)		0.88	%
15	Microsoft		359,859			0.87	%
16	Ann Inc. (fka Ann Taylor Corp.)		351,026			0.85	%
17	Parametric Technolgy		320,655			0.78	%
18	Google		306,386			0.74	%
19	Mass Financial Services		301,668			0.73	%
20	Bingham McCutchen		301,385			0.73	%

	Total % of Portfolio Square Feet					29.45	%
	Total % of Portfolio Revenue					32.14	%

Notable Signed Deals (7)


Tenant	Property	Sq. Ft.
Arnold & Porter	601 Massachusetts Avenue		376,000
Blue Cross and Blue Shield of Massachusetts	101 Huntington Avenue		308,698
Kaye Scholer	250 West 55th Street		260,000
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

(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.

TENANT DIVERSIFICATION (GROSS RENT) *

LOGO

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

Boston Properties, Inc.

Third Quarter 2013

IN-SERVICE OFFICE PROPERTIES

Lease Expirations (1) (2) (3)


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

2013		598,567	$	24,083,450	$	40.24	$	24,876,232	$	41.56		1.61	%
2014		2,190,419		105,304,048		48.07		108,036,267		49.32		5.90	%
2015		2,612,721		135,677,543		51.93		137,424,663		52.60		7.03	%
2016		2,612,512		116,533,285		44.61		120,222,523		46.02		7.03	%
2017		3,845,273		248,250,379		64.56		255,004,241		66.32		10.35	%
2018		1,560,532		92,725,811		59.42		97,712,406		62.61		4.20	%
2019		3,831,024		209,366,282		54.65		224,101,372		58.50		10.31	%
2020		3,196,746		196,913,696		61.60		210,819,738		65.95		8.61	%
2021		2,144,850		114,863,060		53.55		130,664,617		60.92		5.77	%
2022		3,799,516		205,508,187		54.09		232,979,654		61.32		10.23	%
Thereafter		7,789,641		451,071,784		57.91		533,291,598		68.46		20.97	%

Occupancy By Location (4)


	CBD						Suburban						Total
Location	30-Sep-13			30-Sep-12			30-Sep-13			30-Sep-12			30-Sep-13			30-Sep-12

Boston		97.4	%		96.9	%		85.6	%		82.3	%		93.1	%		91.5	%
New York		96.4	%		94.2	%		n/a			n/a			96.4	%		94.2	%
Princeton		n/a			n/a			79.7	%		77.3	%		79.7	%		77.3	%
San Francisco		95.3	%		95.6	%		78.5	%		76.8	%		89.8	%		89.6	%
Washington, DC		95.0	%		96.1	%		94.8	%		92.4	%		94.9	%		94.1	%

Total Portfolio		96.3	%		95.6	%		87.6	%		84.4	%		93.0	%		91.6	%

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include residential units and hotel.

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

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

Boston Properties, Inc.

Third Quarter 2013

IN-SERVICE OFFICE/TECHNICAL PROPERTIES

Lease Expirations (1) (2) (3)


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

2013		69,418	$	1,506,189	$	21.70	$	1,506,189	$	21.70		3.67	%
2014		523,095		13,820,112		26.42		14,126,599		27.01		27.66	%
2015		291,336		7,308,018		25.08		7,447,737		25.56		15.41	%
2016		362,529		23,477,284		64.76		23,875,458		65.86		19.17	%
2017		180,830		6,004,816		33.21		6,436,154		35.59		9.56	%
2018		—		—		—		—		—		0.00	%
2019		84,528		2,211,899		26.17		2,287,457		27.06		4.47	%
2020		79,971		1,285,735		16.08		1,285,735		16.08		4.23	%
2021		57,321		1,003,977		17.51		1,003,977		17.51		3.03	%
2022		—		—		—		—		—		0.00	%
Thereafter		—		—		—		—		—		0.00	%

Occupancy By Location


	CBD						Suburban						Total
Location	30-Sep-13			30-Sep-12			30-Sep-13			30-Sep-12			30-Sep-13			30-Sep-12

Boston		100.0	%		100.0	%		0.0	%		0.0	%		76.0	%		76.0	%
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			87.1	%		100.0	%		87.1	%		100.0	%
Washington, DC		n/a			n/a			95.7	%		97.8	%		95.7	%		97.8	%

Total Portfolio		100.0	%		100.0	%		85.9	%		87.4	%		88.1	%		90.6	%

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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.

Third Quarter 2013

IN-SERVICE RETAIL PROPERTIES

Lease Expirations (1) (2) (3)


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

2013		20,187	$	2,543,008	$	125.97	$	2,584,008	$	128.00		0.98	%
2014		93,764		9,569,200		102.06		9,522,122		101.55		4.56	%
2015		130,199		13,549,897		104.07		13,859,687		106.45		6.33	%
2016		222,759		21,251,904		95.40		21,902,514		98.32		10.83	%
2017		196,448		25,038,747		127.46		25,289,085		128.73		9.55	%
2018		241,543		19,654,251		81.37		21,470,814		88.89		11.74	%
2019		59,518		4,549,299		76.44		4,926,976		82.78		2.89	%
2020		133,454		6,039,366		45.25		8,471,741		63.48		6.49	%
2021		121,877		7,596,525		62.33		8,632,481		70.83		5.93	%
2022		236,803		17,652,347		74.54		22,425,295		94.70		11.51	%
Thereafter		600,401		32,585,713		54.27		39,629,488		66.01		29.19	%

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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.

Third Quarter 2013

GRAND TOTAL OF ALL

IN-SERVICE PROPERTIES

Lease Expirations (1) (2) (3)


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

2013		688,172	$	28,132,646	$	40.88	$	28,966,428	$	42.09		1.67	%
2014		2,807,278		128,693,360		45.84		131,684,989		46.91		6.83	%
2015		3,034,256		156,535,457		51.59		158,732,087		52.31		7.38	%
2016		3,197,800		161,262,473		50.43		166,000,495		51.91		7.78	%
2017		4,222,551		279,293,942		66.14		286,729,480		67.90		10.28	%
2018		1,802,075		112,380,063		62.36		119,183,219		66.14		4.39	%
2019		3,975,070		216,127,480		54.37		231,315,805		58.19		9.67	%
2020		3,410,171		204,238,797		59.89		220,577,213		64.68		8.30	%
2021		2,324,048		123,463,562		53.12		140,301,076		60.37		5.66	%
2022		4,036,319		223,160,533		55.29		255,404,950		63.28		9.82	%
Thereafter		8,390,042		483,657,498		57.65		572,921,086		68.29		20.42	%

Occupancy By Location (4)


	CBD						Suburban						Total
Location	30-Sep-13			30-Sep-12			30-Sep-13			30-Sep-12			30-Sep-13			30-Sep-12

Boston		97.5	%		97.0	%		84.0	%		80.7	%		92.6	%		91.1	%
New York		96.4	%		94.2	%		n/a			n/a			96.4	%		94.2	%
Princeton		n/a			n/a			79.7	%		77.3	%		79.7	%		77.3	%
San Francisco		95.3	%		95.6	%		81.3	%		77.2	%		89.4	%		89.7	%
Washington, DC		95.0	%		96.1	%		94.9	%		93.1	%		94.9	%		94.4	%

Total Portfolio		96.4	%		95.7	%		87.4	%		84.5	%		92.8	%		91.6	%

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include residential units and hotel.

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

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

Boston Properties, Inc.

Third Quarter 2013

IN-SERVICE BOSTON REGION PROPERTIES

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


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

2013		145,606	$	5,826,635	$	40.02	$	6,291,942	$	43.21		—	$	—	$	—	$	—	$	—
2014		950,799		38,223,980		40.20		38,256,027		40.24		67,362		1,663,455		24.69		1,663,455		24.69
2015		1,273,873		55,119,894		43.27		56,046,801		44.00		—		—		—		—		—
2016		773,793		28,897,402		37.35		29,775,068		38.48		225,532		19,977,567		88.58		19,977,567		88.58
2017		790,274		32,564,289		41.21		33,469,141		42.35		—		—		—		—		—
2018		486,482		19,438,522		39.96		20,613,457		42.37		—		—		—		—		—
2019		1,069,927		48,400,200		45.24		51,422,793		48.06		—		—		—		—		—
2020		295,253		13,311,745		45.09		13,606,491		46.08		—		—		—		—		—
2021		676,921		24,532,290		36.24		25,937,070		38.32		—		—		—		—		—
2022		1,642,372		76,517,977		46.59		86,175,625		52.47		—		—		—		—		—
Thereafter		3,437,681		181,843,794		52.90		217,972,193		63.41		—		—		—		—		—

	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

2013		7,021	$	1,847,751	$	263.17	$	1,870,751	$	266.45		152,627	$	7,674,386	$	50.28	$	8,162,693	$	53.48
2014		27,371		4,809,392		175.71		4,721,370		172.50		1,045,532		44,696,827		42.75		44,640,852		42.70
2015		41,051		5,606,496		136.57		5,577,270		135.86		1,314,924		60,726,390		46.18		61,624,070		46.87
2016		18,580		2,668,541		143.62		2,694,099		145.00		1,017,905		51,543,510		50.64		52,446,733		51.52	(4)
2017		47,142		3,060,855		64.93		3,085,548		65.45		837,416		35,625,144		42.54		36,554,688		43.65
2018		143,602		6,326,822		44.06		6,492,567		45.21		630,084		25,765,344		40.89		27,106,024		43.02
2019		17,092		2,438,257		142.65		2,650,008		155.04		1,087,019		50,838,457		46.77		54,072,801		49.74
2020		92,818		3,853,732		41.52		6,071,093		65.41		388,071		17,165,477		44.23		19,677,584		50.71
2021		37,719		2,346,406		62.21		2,582,196		68.46		714,640		26,878,696		37.61		28,519,265		39.91
2022		126,196		5,631,938		44.63		8,466,886		67.09		1,768,568		82,149,915		46.45		94,642,511		53.51
Thereafter		251,467		12,956,552		51.52		14,428,901		57.38		3,689,148		194,800,345		52.80		232,401,094		63.00

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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 $39.60 per square foot and $40.75 per square foot, respectively, in 2016.

Boston Properties, Inc.

Third Quarter 2013

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 2013		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2013		—		—		—		—		—			—		—		—		—		—
Q3 2013		17,387		677,180		38.95		677,180		38.95	(4)		—		—		—		—		—
Q4 2013		128,219		5,149,455		40.16		5,614,762		43.79			—		—		—		—		—

Total 2013		145,606	$	5,826,635	$	40.02	$	6,291,942	$	43.21			—	$	—	$	—	$	—	$	—


Q1 2014		200,630	$	8,562,927	$	42.68	$	8,562,927	$	42.68			—	$	—	$	—	$	—	$	—
Q2 2014		206,588		7,922,517		38.35		7,934,487		38.41			—		—		—		—		—
Q3 2014		114,523		3,645,313		31.83		3,645,313		31.83			—		—		—		—		—
Q4 2014		429,058		18,093,224		42.17		18,113,300		42.22			67,362		1,663,455		24.69		1,663,455		24.69

Total 2014		950,799	$	38,223,980	$	40.20	$	38,256,027	$	40.24			67,362	$	1,663,455	$	24.69	$	1,663,455	$	24.69


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

Q1 2013		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2013		—		—		—		—		—			—		—		—		—		—
Q3 2013		—		—		—		—		—			17,387		677,180		38.95		677,180		38.95	(4)
Q4 2013		7,021		1,847,751		263.17		1,870,751		266.45			135,240		6,997,206		51.74		7,485,513		55.35

Total 2013		7,021	$	1,847,751	$	263.17	$	1,870,751	$	266.45			152,627	$	7,674,386	$	50.28	$	8,162,693	$	53.48


Q1 2014		10,498	$	2,446,906	$	233.08	$	2,404,006	$	229.00			211,128	$	11,009,833	$	52.15	$	10,966,933	$	51.94
Q2 2014		7		435,128		62,161.13		410,228		58,603.99			206,595		8,357,644		40.45		8,344,715		40.39
Q3 2014		386		449,560		1,164.66		420,898		1,090.41			114,909		4,094,873		35.64		4,066,211		35.39
Q4 2014		16,480		1,477,798		89.67		1,486,238		90.18			512,900		21,234,477		41.40		21,262,993		41.46

Total 2014		27,371	$	4,809,392	$	175.71	$	4,721,370	$	172.50			1,045,532	$	44,696,827	$	42.75	$	44,640,852	$	42.70

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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 September 30, 2013.

Boston Properties, Inc.

Third Quarter 2013

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

2013		19,696	$	1,576,964	$	80.07	$	1,764,669	$	89.60		—	$	—	$	—	$	—	$	—
2014		179,089		21,585,736		120.53		22,352,191		124.81		—		—		—		—		—
2015		235,519		24,832,128		105.44		24,642,600		104.63		—		—		—		—		—
2016		247,745		22,409,583		90.45		23,034,912		92.98		—		—		—		—		—
2017		1,406,664		136,243,324		96.86		138,524,877		98.48		—		—		—		—		—
2018		331,200		38,744,197		116.98		38,684,461		116.80		—		—		—		—		—
2019		983,218		84,823,723		86.27		89,039,288		90.56		—		—		—		—		—
2020		1,321,348		105,159,408		79.58		111,200,723		84.16		—		—		—		—		—
2021		206,627		27,164,932		131.47		30,386,787		147.06		—		—		—		—		—
2022		843,505		69,326,953		82.19		75,240,051		89.20		—		—		—		—		—
Thereafter		1,674,853		145,971,129		87.15		168,925,097		100.86		—		—		—		—		—

	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

2013		308	$	24,000	$	77.92	$	24,000	$	77.92		20,004	$	1,600,964	$	80.03	$	1,788,669	$	89.42
2014		12,022		1,546,147		128.61		1,583,822		131.74		191,111		23,131,883		121.04		23,936,014		125.25
2015		3,000		2,357,166		785.72		2,357,166		785.72		238,519		27,189,294		113.99		26,999,766		113.20
2016		97,474		12,785,659		131.17		13,285,673		136.30		345,219		35,195,242		101.95		36,320,584		105.21
2017		78,027		17,918,666		229.65		17,958,292		230.15		1,484,691		154,161,990		103.83		156,483,169		105.40
2018		6,514		7,900,000		1,212.77		9,158,265		1,405.94		337,714		46,644,197		138.12		47,842,727		141.67
2019		877		69,407		79.14		77,761		88.67		984,095		84,893,130		86.27		89,117,049		90.56
2020		4,620		465,211		100.69		527,504		114.18		1,325,968		105,624,619		79.66		111,728,227		84.26
2021		2,056		251,399		122.28		311,772		151.64		208,683		27,416,332		131.38		30,698,559		147.11
2022		59,437		9,471,924		159.36		11,048,210		185.88		902,942		78,798,878		87.27		86,288,261		95.56
Thereafter		57,566		9,661,203		167.83		12,798,373		222.33		1,732,419		155,632,332		89.84		181,723,470		104.90

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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.

Third Quarter 2013

IN-SERVICE NEW YORK REGION PROPERTIES

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


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

Q1 2013		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2013		—		—		—		—		—		—		—		—		—		—
Q3 2013		—		—		—		—		—		—		—		—		—		—
Q4 2013		19,696		1,576,964		80.07		1,764,669		89.60		—		—		—		—		—

Total 2013		19,696	$	1,576,964	$	80.07	$	1,764,669	$	89.60		—	$	—	$	—	$	—	$	—


Q1 2014		39,067	$	4,736,696	$	121.25	$	4,736,353	$	121.24		—	$	—	$	—	$	—	$	—
Q2 2014		67,575		10,345,212		153.09		11,082,892		164.01		—		—		—		—		—
Q3 2014		37,120		3,732,329		100.55		3,732,329		100.55		—		—		—		—		—
Q4 2014		35,327		2,771,500		78.45		2,800,618		79.28		—		—		—		—		—

Total 2014		179,089	$	21,585,736	$	120.53	$	22,352,191	$	124.81		—	$	—	$	—	$	—	$	—


	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 2013		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2013		—		—		—		—		—		—		—		—		—		—
Q3 2013		—		—		—		—		—		—		—		—		—		—
Q4 2013		308		24,000		77.92		24,000		77.92		20,004		1,600,964		80.03		1,788,669		89.42

Total 2013		308	$	24,000	$	77.92	$	24,000	$	77.92		20,004	$	1,600,964	$	80.03	$	1,788,669	$	89.42


Q1 2014		4,845	$	639,341	$	131.96	$	639,341	$	131.96		43,912	$	5,376,037	$	122.43	$	5,375,694	$	122.42
Q2 2014		—		—		—		—		—		67,575		10,345,212		153.09		11,082,892		164.01
Q3 2014		—		—		—		—		—		37,120		3,732,329		100.55		3,732,329		100.55
Q4 2014		7,177		906,806		126.35		944,481		131.60		42,504		3,678,306		86.54		3,745,099		88.11

Total 2014		12,022	$	1,546,147	$	128.61	$	1,583,822	$	131.74		191,111	$	23,131,883	$	121.04	$	23,936,014	$	125.25

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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.

Third Quarter 2013

IN-SERVICE PRINCETON REGION PROPERTIES

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


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

2013		53,823	$	1,740,343	$	32.33	$	1,740,343	$	32.33		—	$	—	$	—	$	—	$	—
2014		223,488		5,895,724		26.38		7,192,873		32.18		—		—		—		—		—
2015		236,123		7,864,290		33.31		7,957,933		33.70		—		—		—		—		—
2016		96,574		3,338,274		34.57		3,393,080		35.13		—		—		—		—		—
2017		200,735		6,943,433		34.59		7,211,603		35.93		—		—		—		—		—
2018		168,667		5,260,016		31.19		5,587,309		33.13		—		—		—		—		—
2019		454,140		14,374,954		31.65		16,048,353		35.34		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
2021		58,125		1,805,873		31.07		1,989,868		34.23		—		—		—		—		—
2022		29,737		917,214		30.84		976,687		32.84		—		—		—		—		—
Thereafter		421,476		13,509,537		32.05		14,852,665		35.24		—		—		—		—		—

	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

2013		—	$	—	$	—	$	—	$	—		53,823	$	1,740,343	$	32.33	$	1,740,343	$	32.33
2014		—		—		—		—		—		223,488		5,895,724		26.38		7,192,873		32.18
2015		—		—		—		—		—		236,123		7,864,290		33.31		7,957,933		33.70
2016		—		—		—		—		—		96,574		3,338,274		34.57		3,393,080		35.13
2017		—		—		—		—		—		200,735		6,943,433		34.59		7,211,603		35.93
2018		—		—		—		—		—		168,667		5,260,016		31.19		5,587,309		33.13
2019		—		—		—		—		—		454,140		14,374,954		31.65		16,048,353		35.34
2020		—		—		—		—		—		—		—		—		—		—
2021		—		—		—		—		—		58,125		1,805,873		31.07		1,989,868		34.23
2022		—		—		—		—		—		29,737		917,214		30.84		976,687		32.84
Thereafter		—		—		—		—		—		421,476		13,509,537		32.05		14,852,665		35.24

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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.

Third Quarter 2013

IN-SERVICE PRINCETON REGION PROPERTIES

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


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

Q1 2013		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2013		—		—		—		—		—		—		—		—		—		—
Q3 2013		—		—		—		—		—		—		—		—		—		—
Q4 2013		53,823		1,740,343		32.33		1,740,343		32.33		—		—		—		—		—

Total 2013		53,823	$	1,740,343	$	32.33	$	1,740,343	$	32.33		—	$	—	$	—	$	—	$	—


Q1 2014		24,711	$	937,647	$	37.94	$	937,647	$	37.94		—	$	—	$	—	$	—	$	—
Q2 2014		90,836		2,380,924		26.21		2,380,924		26.21		—		—		—		—		—
Q3 2014		35,977		1,406,935		39.11		1,406,935		39.11		—		—		—		—		—
Q4 2014		71,964		1,170,218		16.26		2,467,367		34.29		—		—		—		—		—

Total 2014		223,488	$	5,895,724	$	26.38	$	7,192,873	$	32.18		—	$	—	$	—	$	—	$	—


	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 2013		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2013		—		—		—		—		—		—		—		—		—		—
Q3 2013		—		—		—		—		—		—		—		—		—		—
Q4 2013		—		—		—		—		—		53,823		1,740,343		32.33		1,740,343		32.33

Total 2013		—	$	—	$	—	$	—	$	—		53,823	$	1,740,343	$	32.33	$	1,740,343	$	32.33


Q1 2014		—	$	—	$	—	$	—	$	—		24,711	$	937,647	$	37.94	$	937,647	$	37.94
Q2 2014		—		—		—		—		—		90,836		2,380,924		26.21		2,380,924		26.21
Q3 2014		—		—		—		—		—		35,977		1,406,935		39.11		1,406,935		39.11
Q4 2014		—		—		—		—		—		71,964		1,170,218		16.26		2,467,367		34.29

Total 2014		—	$	—	$	—	$	—	$	—		223,488	$	5,895,724	$	26.38	$	7,192,873	$	32.18

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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.

Third Quarter 2013

IN-SERVICE SAN FRANCISCO REGION PROPERTIES

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


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

2013		231,175	$	5,457,551	$	23.61	$	5,464,337	$	23.64		9,400	$	208,080	$	22.14	$	208,080	$	22.14
2014		280,716		13,024,044		46.40		13,178,335		46.95		259,713		8,671,083		33.39		8,943,291		34.44
2015		301,475		13,459,813		44.65		13,639,079		45.24		73,062		2,201,604		30.13		2,280,040		31.21
2016		1,078,141		43,817,130		40.64		44,802,210		41.56		103,597		2,771,367		26.75		3,114,514		30.06
2017		473,536		18,887,849		39.89		20,048,544		42.34		167,422		5,734,601		34.25		6,145,770		36.71
2018		116,777		6,737,925		57.70		7,231,629		61.93		—		—		—		—		—
2019		311,346		13,627,323		43.77		15,131,870		48.60		52,528		1,254,951		23.89		1,507,149		28.69
2020		475,171		27,819,659		58.55		29,674,075		62.45		—		—		—		—		—
2021		176,517		8,080,657		45.78		9,421,882		53.38		—		—		—		—		—
2022		452,576		17,990,933		39.75		21,162,050		46.76		—		—		—		—		—
Thereafter		282,247		14,060,134		49.82		16,733,747		59.29		—		—		—		—		—

	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

2013		12,264	$	620,417	$	50.59	$	638,417	$	52.06		252,839	$	6,286,048	$	24.86	$	6,310,834	$	24.96
2014		10,761		689,987		64.12		689,987		64.12		551,190		22,385,115		40.61		22,811,613		41.39
2015		27,092		1,989,879		73.45		2,009,112		74.16		401,629		17,651,295		43.95		17,928,230		44.64
2016		38,123		1,916,437		50.27		1,945,443		51.03		1,219,861		48,504,933		39.76		49,862,168		40.88
2017		15,277		989,925		64.80		1,027,244		67.24		656,235		25,612,374		39.03		27,221,557		41.48
2018		25,404		1,404,102		55.27		1,464,276		57.64		142,181		8,142,027		57.27		8,695,905		61.16
2019		9,462		482,517		51.00		513,710		54.29		373,336		15,364,791		41.16		17,152,728		45.94
2020		13,451		480,293		35.71		514,197		38.23		488,622		28,299,952		57.92		30,188,272		61.78
2021		15,458		910,260		58.89		990,606		64.08		191,975		8,990,918		46.83		10,412,488		54.24
2022		27,445		1,028,516		37.48		1,118,958		40.77		480,021		19,019,449		39.62		22,281,008		46.42
Thereafter		43,687		1,860,935		42.60		2,101,254		48.10		325,934		15,921,070		48.85		18,835,001		57.79

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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.

Third Quarter 2013

IN-SERVICE SAN FRANCISCO REGION PROPERTIES

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


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

Q1 2013		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2013		—		—		—		—		—			—		—		—		—		—
Q3 2013		3,393		163,164		48.09		169,950		50.09	(4)		—		—		—		—		—
Q4 2013		227,782		5,294,387		23.24		5,294,387		23.24			9,400		208,080		22.14		208,080		22.14

Total 2013		231,175	$	5,457,551	$	23.61	$	5,464,337	$	23.64			9,400	$	208,080	$	22.14	$	208,080	$	22.14


Q1 2014		36,070	$	1,390,195	$	38.54	$	1,390,195	$	38.54			59,251	$	2,115,450	$	35.70	$	2,115,450	$	35.70
Q2 2014		86,839		3,727,584		42.93		3,751,116		43.20			—		—		—		—		—
Q3 2014		57,875		3,354,438		57.96		3,354,438		57.96			74,532		2,168,199		29.09		2,238,034		30.03
Q4 2014		99,932		4,551,827		45.55		4,682,586		46.86			125,930		4,387,434		34.84		4,589,807		36.45

Total 2014		280,716	$	13,024,044	$	46.40	$	13,178,335	$	46.95			259,713	$	8,671,083	$	33.39	$	8,943,291	$	34.44


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

Q1 2013		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2013		—		—		—		—		—			—		—		—		—		—
Q3 2013		—		—		—		—		—			3,393		163,164		48.09		169,950		50.09	(4)
Q4 2013		12,264		620,417		50.59		638,417		52.06			249,446		6,122,884		24.55		6,140,884		24.62

Total 2013		12,264	$	620,417	$	50.59	$	638,417	$	52.06			252,839	$	6,286,048	$	24.86	$	6,310,834	$	24.96


Q1 2014		802	$	90,671	$	113.06	$	90,671	$	113.06			96,123	$	3,596,316	$	37.41	$	3,596,316	$	37.41
Q2 2014		5,067		317,181		62.60		317,181		62.60			91,906		4,044,765		44.01		4,068,297		44.27
Q3 2014		4,892		282,135		57.67		282,135		57.67			137,299		5,804,773		42.28		5,874,607		42.79
Q4 2014		—		—		—		—		—			225,862		8,939,261		39.58		9,272,393		41.05

Total 2014		10,761	$	689,987	$	64.12	$	689,987	$	64.12			551,190	$	22,385,115	$	40.61	$	22,811,613	$	41.39

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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 September 30, 2013.

Boston Properties, Inc.

Third Quarter 2013

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

2013		148,267	$	9,481,956	$	63.95	$	9,614,941	$	64.85	(4)		60,018	$	1,298,109	$	21.63	$	1,298,109	$	21.63
2014		556,327		26,574,564		47.77		27,056,840		48.63	(4)		196,020		3,485,573		17.78		3,519,853		17.96
2015		565,731		34,401,419		60.81		35,138,250		62.11	(4)		218,274		5,106,414		23.39		5,167,697		23.68
2016		416,259		18,070,897		43.41		19,217,253		46.17			33,400		728,351		21.81		783,378		23.45
2017		974,064		53,611,485		55.04		55,750,077		57.23			13,408		270,215		20.15		290,384		21.66
2018		457,406		22,545,151		49.29		25,595,550		55.96			—		—		—		—		—
2019		1,012,393		48,140,082		47.55		52,459,068		51.82			32,000		956,948		29.90		780,308		24.38
2020		1,104,974		50,622,883		45.81		56,338,449		50.99			79,971		1,285,735		16.08		1,285,735		16.08
2021		1,026,660		53,279,307		51.90		62,929,009		61.29			57,321		1,003,977		17.51		1,003,977		17.51
2022		831,326		40,755,110		49.02		49,425,242		59.45			—		—		—		—		—
Thereafter		1,973,384		95,687,190		48.49		114,807,896		58.18			—		—		—		—		—

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

2013		594	$	50,840	$	85.59	$	50,840	$	85.59			208,879	$	10,830,905	$	51.85	$	10,963,890	$	52.49
2014		43,610		2,523,674		57.87		2,526,943		57.94			795,957		32,583,811		40.94		33,103,636		41.59
2015		59,056		3,596,356		60.90		3,916,140		66.31			843,061		43,104,189		51.13		44,222,087		52.45
2016		68,582		3,881,266		56.59		3,977,300		57.99			518,241		22,680,514		43.76		23,977,930		46.27
2017		56,002		3,069,301		54.81		3,218,002		57.46			1,043,474		56,951,001		54.58		59,258,463		56.79
2018		66,023		4,023,327		60.94		4,355,706		65.97			523,429		26,568,478		50.76		29,951,255		57.22
2019		32,087		1,559,118		48.59		1,685,497		52.53			1,076,480		50,656,149		47.06		54,924,874		51.02
2020		22,565		1,240,131		54.96		1,358,947		60.22			1,207,510		53,148,748		44.02		58,983,131		48.85
2021		66,644		4,088,459		61.35		4,747,909		71.24			1,150,625		58,371,743		50.73		68,680,895		59.69
2022		23,725		1,519,968		64.07		1,791,241		75.50			855,051		42,275,077		49.44		51,216,483		59.90
Thereafter		247,681		8,107,023		32.73		10,300,961		41.59			2,221,065		103,794,213		46.73		125,108,857		56.33

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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 107,771 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) $44.31 per square foot and $45.43 per square foot, respectively, for 2013, (ii) $42.02 per square foot and $42.93 per square foot, respectively, for 2014 and (iii) $49.48 per square foot and $50.93 per square foot, respectively, for 2015.

Boston Properties, Inc.

Third Quarter 2013

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 2013		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2013		—		—		—		—		—			—		—		—		—		—
Q3 2013		14,318		733,051		51.20		856,415		59.81	(4)		—		—		—		—		—
Q4 2013		133,949		8,748,906		65.32		8,758,526		65.39	(5)		60,018		1,298,109		21.63		1,298,109		21.63

Total 2013		148,267	$	9,481,956	$	63.95	$	9,614,941	$	64.85			60,018	$	1,298,109	$	21.63	$	1,298,109	$	21.63


Q1 2014		41,451	$	2,044,950	$	49.33	$	2,097,775	$	50.61			—	$	—	$	—	$	—	$	—
Q2 2014		47,961		5,205,806		108.54		5,224,443		108.93	(6)		55,375		1,136,889		20.53		1,148,839		20.75
Q3 2014		90,050		4,243,387		47.12		4,279,076		47.52			103,750		1,499,687		14.45		1,499,687		14.45
Q4 2014		376,865		15,080,420		40.02		15,455,546		41.01			36,895		848,997		23.01		871,328		23.62

Total 2014		556,327	$	26,574,564	$	47.77	$	27,056,840	$	48.63			196,020	$	3,485,573	$	17.78	$	3,519,853	$	17.96


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

Q1 2013		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2013		—		—		—		—		—		—		—		—		—		—
Q3 2013		—		—		—		—		—		14,318		733,051		51.20		856,415		59.81	(4)
Q4 2013		594		50,840		85.59		50,840		85.59		194,561		10,097,854		51.90		10,107,475		51.95

Total 2013		594	$	50,840	$	85.59	$	50,840	$	85.59		208,879	$	10,830,905	$	51.85	$	10,963,890	$	52.49


Q1 2014		14,671	$	859,225	$	58.57	$	859,530	$	58.59		56,122	$	2,904,175	$	51.75	$	2,957,305	$	52.69
Q2 2014		2,207		169,914		76.99		169,914		76.99		105,543		6,512,610		61.71		6,543,196		62.00
Q3 2014		5,260		327,085		62.18		327,085		62.18		199,060		6,070,159		30.49		6,105,848		30.67
Q4 2014		21,472		1,167,450		54.37		1,170,414		54.51		435,232		17,096,867		39.28		17,497,288		40.20

Total 2014		43,610	$	2,523,674	$	57.87	$	2,526,943	$	57.94		795,957	$	32,583,811	$	40.94	$	33,103,636	$	41.59

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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 September 30, 2013.

(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 $43.36 per square foot and $43.45 per square foot, respectively.

(6)	Includes 30,826 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from Q2 2014, the current and future expiring rental rate would be $41.72 per square foot and $42.30 per square foot, respectively.

Boston Properties, Inc.

Third Quarter 2013

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

2013		86,149	$	5,430,849	$	63.04	$	5,914,851	$	68.66	(4)		58,302	$	2,881,372	$	49.42	$	2,906,158	$	49.85
2014		683,072		33,171,332		48.56		33,154,130		48.54			211,111		10,658,961		50.49		10,789,720		51.11
2015		794,234		45,178,351		56.88		45,578,102		57.39			265,673		13,211,804		49.73		13,322,256		50.15
2016		415,331		31,105,156		74.89		31,353,805		75.49	(5)		893,556		42,033,755		47.04		42,383,374		47.43
2017		298,867		19,085,960		63.86		19,257,550		64.44			263,312		12,931,184		49.11		13,362,752		50.75
2018		308,574		15,815,952		51.25		16,459,963		53.34			133,627		7,868,639		58.89		8,373,315		62.66
2019		748,485		37,425,092		50.00		39,726,173		53.08			167,219		8,197,169		49.02		8,793,519		52.59
2020		324,861		15,428,981		47.49		17,913,751		55.14			474,462		27,644,005		58.26		29,445,851		62.06
2021		390,352		19,730,431		50.55		21,156,015		54.20			191,975		8,990,918		46.83		10,412,488		54.24
2022		1,274,222		64,912,680		50.94		77,317,694		60.68			189,573		8,480,481		44.73		9,623,970		50.77
Thereafter		3,209,868		173,667,748		54.10		208,181,675		64.86			285,277		13,949,410		48.90		16,063,578		56.31

	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

2013		20,004	$	1,600,964	$	80.03	$	1,788,669	$	89.42			79,322	$	3,621,149	$	45.65	$	3,744,514	$	47.21
2014		191,111		23,131,883		121.04		23,936,014		125.25			197,550		9,724,346		49.22		9,810,188		49.66
2015		238,519		27,189,294		113.99		26,999,766		113.20			338,283		20,639,988		61.01		21,055,180		62.24
2016		345,219		35,195,242		101.95		36,320,584		105.21			72,708		3,677,107		50.57		3,855,998		53.03
2017		1,484,691		154,161,990		103.83		156,483,169		105.40			775,538		44,869,284		57.86		46,142,201		59.50
2018		337,714		46,644,197		138.12		47,842,727		141.67			122,460		7,736,103		63.17		8,424,690		68.80
2019		984,095		84,893,130		86.27		89,117,049		90.56			427,781		25,068,316		58.60		27,919,899		65.27
2020		1,325,968		105,624,619		79.66		111,728,227		84.26			445,689		23,265,527		52.20		26,231,202		58.86
2021		208,683		27,416,332		131.38		30,698,559		147.11			540,837		31,988,219		59.15		37,922,132		70.12
2022		902,942		78,798,878		87.27		86,288,261		95.56			294,990		19,533,530		66.22		23,439,640		79.46
Thereafter		1,732,419		155,632,332		89.84		181,723,470		104.90			706,089		46,852,433		66.35		60,395,555		85.54

	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

2013		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
2014		—		—		—		—		—			—		—		—		—		—
2015		—		—		—		—		—			—		—		—		—		—
2016		—		—		—		—		—			—		—		—		—		—
2017		—		—		—		—		—			—		—		—		—		—
2018		—		—		—		—		—			—		—		—		—		—
2019		—		—		—		—		—			—		—		—		—		—
2020		—		—		—		—		—			—		—		—		—		—
2021		—		—		—		—		—			—		—		—		—		—
2022		—		—		—		—		—			—		—		—		—		—
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 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 $59.13 per square foot and $64.28 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 $58.19 per square foot and $59.54 per square foot, respectively, in 2016.

Boston Properties, Inc.

Third Quarter 2013

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

2013		66,478	$	2,243,538	$	33.75	$	2,247,842	$	33.81		194,537	$	3,404,676	$	17.50	$	3,404,676	$	17.50
2014		362,460		11,525,495		31.80		11,486,722		31.69		340,079		11,726,153		34.48		12,021,892		35.35
2015		520,690		15,548,038		29.86		16,045,968		30.82		135,956		4,439,491		32.65		4,605,975		33.88
2016		602,574		20,438,354		33.92		21,092,928		35.00		326,305		6,471,179		19.83		7,478,794		22.92
2017		538,549		16,539,184		30.71		17,297,138		32.12		392,923		12,681,190		32.27		13,858,806		35.27
2018		321,510		9,949,392		30.95		10,646,061		33.11		8,554		273,389		31.96		322,590		37.71
2019		338,534		13,413,365		39.62		14,346,628		42.38		206,117		7,167,622		34.77		8,359,209		40.56
2020		63,210		1,736,496		27.47		1,763,833		27.90		14,160		655,947		46.32		742,421		52.43
2021		324,288		7,148,265		22.04		7,363,250		22.71		—		—		—		—		—
2022		494,346		17,237,235		34.87		17,324,817		35.05		290,448		10,538,968		36.29		12,657,038		43.58
Thereafter		479,280		21,132,597		44.09		24,219,418		50.53		40,657		1,971,660		4.11		2,771,423		68.17

	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

2013		—	$	—	$	—	$	—	$	—		129,557	$	7,209,756	$	55.65	$	7,219,376	$	55.72	(4)
2014		—		—		—		—		—		598,407		22,859,465		38.20		23,293,448		38.93	(4)
2015		—		—		—		—		—		504,778		22,464,201		44.50		23,166,907		45.90	(4)
2016		—		—		—		—		—		445,533		19,003,407		42.65		20,121,933		45.16
2017		—		—		—		—		—		267,936		12,081,717		45.09		13,116,262		48.95
2018		—		—		—		—		—		400,969		18,832,375		46.97		21,526,565		53.69
2019		—		—		—		—		—		648,699		25,587,833		39.44		27,004,975		41.63
2020		—		—		—		—		—		761,821		29,883,222		39.23		32,751,929		42.99
2021		—		—		—		—		—		609,788		26,383,524		43.27		30,758,763		50.44
2022		—		—		—		—		—		560,061		22,741,548		40.61		27,776,843		49.60
Thereafter		—		—		—		—		—		1,514,976		56,941,780		37.59		64,713,302		42.72

	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

2013		53,823	$	1,740,343	$	32.33	$	1,740,343	$	32.33		—	$	—	$	—	$	—	$	—
2014		223,488		5,895,724		26.38		7,192,873		32.18		—		—		—		—		—
2015		236,123		7,864,290		33.31		7,957,933		33.70		—		—		—		—		—
2016		96,574		3,338,274		34.57		3,393,080		35.13		—		—		—		—		—
2017		200,735		6,943,433		34.59		7,211,603		35.93		—		—		—		—		—
2018		168,667		5,260,016		31.19		5,587,309		33.13		—		—		—		—		—
2019		454,140		14,374,954		31.65		16,048,353		35.34		—		—		—		—		—
2020		—		—		—		—		—		—		—		—		—		—
2021		58,125		1,805,873		31.07		1,989,868		34.23		—		—		—		—		—
2022		29,737		917,214		30.84		976,687		32.84		—		—		—		—		—
Thereafter		421,476		13,509,537		32.05		14,852,665		35.24		—		—		—		—		—

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

(2)	Includes 100% of unconsolidated joint venture properties. Does not include 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 107,771 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) $29.83 per square foot and $29.93 per square foot, respectively, for 2013, (ii) $32.36 per square foot and $33.11 per square foot, respectively, for 2014 and (iii) $34.70 per square foot and $36.24 per square foot, respectively, for 2015.

Boston Properties, Inc.

Third Quarter 2013

HOTEL PERFORMANCE

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


*Cambridge Center Marriott*	Third Quarter 2013			Third Quarter 2012			Percent Change			YTD 2013			YTD 2012			Percent Change

Average Occupancy		87.5	%		84.3	%		3.8	%		81.3	%		81.7	%		–0.5	%
Average Daily Rate	$	237.30		$	234.18			1.3	%	$	229.40		$	221.31			3.7	%
Revenue per available room	$	207.60		$	197.32			5.2	%	$	207.60		$	180.78			14.8	%

Rental Revenue	$	10,652		$	9,359			13.8	%
Operating expenses and real estate taxes		6,580			6,886			–4.4	%

Net Operating Income	$	4,072		$	2,473			64.7	%


Less: Straight line rent and fair value lease revenue		1			1			0.0	%

Rental Revenue - cash basis		10,651			9,358			13.8	%
Less: Operating expenses and real estate taxes		6,580			6,886			–4.4	%
Add: Straight line ground rent expense		—			—			—

Net Operating Income - cash basis	$	4,071		$	2,472			64.7	%


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

*Residences on The Avenue located at 2221 I Street, NW, Washington, DC*	Third Quarter 2013			Third Quarter 2012			Percent Change			YTD 2013			YTD 2012			Percent Change

Average Monthly Rental Rate (1)	$	3,285		$	3,273			0.4	%	$	3,317		$	3,152			5.2	%

Average Rental Rate Per Occupied Square Foot (1)	$	4.03		$	4.01			0.5	%	$	4.06		$	3.86			5.2	%
Average Physical Occupancy (1) (2)		92.4	%		97.1	%		–4.8	%		92.8	%		88.0	%		5.5	%
Average Economic Occupancy (2)		92.0	%		96.9	%		–5.1	%		92.4	%		87.0	%		6.2	%

Rental Revenue (3)	$	4,368		$	4,501			–3.0	%
Operating expenses and real estate taxes		2,441			2,364			3.3	%

Net Operating Income (3)	$	1,927		$	2,137			–9.8	%


Less: Straight line rent and fair value lease revenue		89			103			–13.6	%

Rental Revenue - cash basis		4,279			4,398			–2.7	%
Less: Operating expenses and real estate taxes		2,441			2,364			3.3	%
Add: Straight line ground rent expense		537			552			–2.7	%

Net Operating Income - cash basis	$	2,375		$	2,586			–8.2	%


*The Lofts at Atlantic Wharf Boston, MA*	Third Quarter 2013			Third Quarter 2012			Percent Change			YTD 2013			YTD 2012			Percent Change

Average Monthly Rental Rate (4)	$	3,800		$	3,615			5.1	%	$	3,743		$	3,600			4.0	%

Average Rental Rate Per Occupied Square Foot (4)	$	4.21		$	4.03			4.5	%	$	4.17		$	4.05			3.0	%
Average Physical Occupancy (2) (4)		98.8	%		94.9	%		4.1	%		98.7	%		95.1	%		3.8	%
Average Economic Occupancy (2)		97.8	%		92.1	%		6.2	%		97.0	%		89.5	%		8.4	%

Rental Revenue (5)	$	1,125		$	995			13.1	%
Operating expenses and real estate taxes		466			490			–4.9	%

Net Operating Income (5)	$	659		$	505			30.5	%


Less: Straight line rent and fair value lease revenue		4			14			–71.4	%

Rental Revenue - cash basis		1,121			981			14.3	%
Less: Operating expenses and real estate taxes		466			490			–4.9	%
Add: Straight line ground rent expense		—			—			—

Net Operating Income - cash basis	$	655		$	491			33.4	%

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

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

(3)	Includes 49,528 square feet of retail space, which had revenue of approximately $809,000 and $793,000 for the quarter ended September 30, 2013 and September 30, 2012, respectively.

(4)	Excludes 9,617 square feet of retail space which is 100% occupied.

(5)	Includes 9,617 square feet of retail space, which had revenue of approximately $108,000 and $69,000 for the quarter ended September 30, 2013 and September 30, 2012, respectively.

Boston Properties, Inc.

Third Quarter 2013

OCCUPANCY ANALYSIS

Same Property Occupancy⁽¹⁾ - By Location


	CBD						Suburban						Total
Location	30-Sep-13			30-Sep-12			30-Sep-13			30-Sep-12			30-Sep-13			30-Sep-12
Boston		97.4	%		97.0	%		84.0	%		80.7	%		92.5	%		91.1	%
New York		95.8	%		94.0	%		N/A			N/A			95.8	%		94.0	%
Princeton		N/A			N/A			79.7	%		77.3	%		79.7	%		77.3	%
San Francisco		95.3	%		95.8	%		78.9	%		77.2	%		89.8	%		89.6	%
Washington, DC		95.5	%		95.7	%		95.0	%		93.1	%		95.2	%		94.2	%

Total Portfolio		96.3	%		95.7	%		86.8	%		84.3	%		92.5	%		91.2	%

Same Property Occupancy⁽¹⁾ - By Type of Property


	CBD						Suburban						Total
	30-Sep-13			30-Sep-12			30-Sep-13			30-Sep-12			30-Sep-13			30-Sep-12
Total Office Portfolio		96.3	%		95.7	%		86.9	%		84.1	%		92.6	%		91.2	%
Total Office/Technical Portfolio		100.0	%		100.0	%		85.3	%		89.0	%		89.1	%		91.8	%

Total Portfolio		96.3	%		95.7	%		86.8	%		84.3	%		92.5	%		91.2	%

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

Boston Properties, Inc.

Third Quarter 2013

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel Properties


	Office			Office/Technical			Hotel & Residential (1)			Total
Number of Properties		118			16			3			137
Square feet		35,567,055			1,152,087			744,407			37,463,549
Percent of properties in-service		90.7	%		60.9	%		100.0	%		90.2	%
Occupancy @ 9/30/2012		91.2	%		91.8	%		N/A			91.2	%
Occupancy @ 9/30/2013		92.6	%		89.1	%		N/A			92.5	%
Percent change from 3rd quarter 2013 over 3rd quarter 2012 (2):
Rental revenue		4.0	%		-0.9	%		8.7	%
Operating expenses and real estate taxes		3.5	%		4.4	%		-2.6	%
Consolidated Net Operating Income (3) - excluding hotel & residential											4.0	%(2)
Consolidated Net Operating Income (3) - Hotel & residential											30.2	%(2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)											-10.9	%(2)
Combined Net Operating Income (3)											3.9	%

Rental revenue - cash basis		6.4	%		-0.4	%		8.9	%
Consolidated Net Operating Income (3) - cash basis (5) excluding hotel & residential		8.1	%		-2.3	%					7.9	%(2)
Consolidated Net Operating Income (3) - cash basis (5) - Hotel & residential											28.0	%(2)
Net Operating Income - cash basis (5) - BXP’s share of unconsolidated joint ventures											-6.3	%(2)
Combined Net Operating Income (3) - cash basis (5)											7.8	%

Same Property Lease Analysis - quarter ended September 30, 2013


	Office			Office/Technical			Total
Vacant space available @ 7/1/2013 (sf)		2,891,303			84,108			2,975,411
Square footage of leases expiring or terminated 7/1/2013-9/30/2013		753,452			19,412			772,864

Total space for lease (sf)		3,644,755			103,520			3,748,275

New tenants (sf)		801,945			3,400			805,345
Renewals (sf)		197,574			4,920			202,494

Total space leased (sf)		999,519			8,320			1,007,839

Space available @ 9/30/2013 (sf)		2,645,236			95,200			2,740,436

Net (increase)/decrease in available space (sf)		246,067			(11,092	)		234,975

Second generation leasing information: (6)
Leases commencing during the period (sf)		933,651			8,320			941,971
Average lease term (months)		70			12			69
Average free rent period (days)		54			—			53
Total transaction costs per square foot (7)	$	39.79		$	—		$	39.44
Increase (decrease) in gross rents (8)		-2.14	%		18.04	%		-2.07	%
Increase (decrease) in net rents (9)		-4.82	%		24.77	%		-4.70	%

(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 Combined 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)	Second generation leases are defined as leases for space that had previously been under lease by the Company. Of the 941,971 square feet of second generation leases that commenced in Q3 2013, leases for 515,282 square feet were signed in prior periods.

(7)	Total transaction costs include tenant improvements and leasing commissions and exclude free rent concessions.

(8)	Represents the increase/(decrease) in gross rent (base rent plus expense reimbursements) on the new vs. expired leases on the 521,594 square feet of second generation leases (1) that had been occupied within the prior 12 months and (2) for which the new lease term is greater than six months.

(9)	Represents the increase/(decrease) in net rent (gross rent less operating expenses) on the new vs. expired leases on the 521,594 square feet of second generation leases (1) that had been occupied within the prior 12 months and (2) for which the new lease term is greater than six months.

Boston Properties, Inc.

Third Quarter 2013

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	September 30, 2013			September 30, 2012
	*(in thousands)*

Net income attributable to Boston Properties, Inc.	$	155,324		$	57,249
Net income attributable to noncontrolling interests:
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		8,910			162
Noncontrolling interest - common units of the Operating Partnership		8,399			6,779
Noncontrolling interest - redeemable preferred units of the Operating Partnership		1,082			874
Noncontrolling interests in property partnerships (1)		(3,279	)		458
Discontinued operations:
Gain on sale of real estate from discontinued operations		(86,448	)		—
Income from discontinued operations		(1,078	)		(1,550	)


Income from continuing operations		82,910			63,972


Add:
Interest expense		122,173			105,030
Losses from early extinguishment of debt		30			5,494
Depreciation and amortization		154,193			110,653
Transaction costs		766			1,140
General and administrative expense		24,841			21,617

Subtract:
Gains from investments in securities		(956	)		(587	)
Interest and other income		(3,879	)		(4,001	)
Gains on consolidation of joint ventures		1,810			—
Income from unconsolidated joint ventures		(14,736	)		(9,217	)
Development and management services income		(5,479	)		(8,024	)

Consolidated Net Operating Income		361,673			286,077
Net Operating Income from unconsolidated joint ventures (BXP’s share) (2)		9,978			51,952

Combined Net Operating Income	$	371,651		$	338,029


Same Property Net Operating Income		303,931			292,392
Net operating income from non Same Properties (3)		66,340			44,104
Termination income		1,380			1,533	(4)

Combined Net Operating Income	$	371,651		$	338,029


Same Property Net Operating Income		303,931			292,392
Less straight-line rent and fair value lease revenue		(13,165	)		(22,753	)
Add straight-line ground rent expense		1,785			1,838

Same Property Net Operating Income - cash basis	$	292,551		$	271,477

(1)	These partnerships include 505 9th Street in Washington, D.C., Fountain Square in Reston, VA, Transbay Tower in San Francisco, CA and, beginning June 1, 2013, 767 Fifth Avenue (The GM Building) in New York City.

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

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

(4)	Excludes termination income included within discontinued operations.

Boston Properties, Inc.

Third Quarter 2013

Same Property Net Operating Income by Reportable Segment

(in thousands)


	Office										Office/Technical
	For the three months ended				$			%			For the three months ended						$			%
	30-Sep-13		30-Sep-12		Change			Change			30-Sep-13			30-Sep-12			Change			Change

Rental Revenue	$	447,534	$	430,107							$	9,680		$	9,786
Less Termination Income		1,380		943								—			16

Rental revenue - subtotal		446,154		429,164	$	16,990			4.0	%		9,680			9,770		$	(90	)		(0.9	%)

Operating expenses and real estate taxes		164,897		159,244		5,653			3.5	%		2,873			2,751			122			4.4	%

Net Operating Income (1)	$	281,257	$	269,920	$	11,337			4.2	%	$	6,807		$	7,019		$	(212	)		(3.0	%)


Rental revenue - subtotal	$	446,154	$	429,164							$	9,680		$	9,770

Less straight-line rent and fair value lease revenue		13,047		22,037		(8,990	)		(40.8	%)		(93	)		(40	)		(53	)		(132.5	%)

Rental revenue - cash basis		433,107		407,127		25,980			6.4	%		9,773			9,810			(37	)		(0.4	%)
Less:
Operating expenses and real estate taxes		164,897		159,244		5,653			3.5	%		2,873			2,751			122			4.4	%
Add:
Straight-line ground rent expense (2)		1,248		1,286		(38	)		(3.0	%)		—			—			—			0.0	%

Net Operating Income (3) - cash basis	$	269,458	$	249,169	$	20,289			8.1	%	$	6,900		$	7,059		$	(159	)		(2.3	%)


	Sub-Total										Hotel & Residential
	For the three months ended				$			%			For the three months ended						$			%
	30-Sep-13		30-Sep-12		Change			Change			30-Sep-13			30-Sep-12			Change			Change

Rental Revenue	$	457,214	$	439,893							$	16,145		$	14,855
Less Termination Income		1,380		959								—			—

Rental revenue - subtotal		455,834		438,934	$	16,900			3.9	%		16,145			14,855		$	1,290			8.7	%

Operating expenses and real estate taxes		167,770		161,995		5,775			3.6	%		9,487			9,740			(253	)		(2.6	%)

Net Operating Income (1)	$	288,064	$	276,939	$	11,125			4.0	%	$	6,658		$	5,115		$	1,543			30.2	%


Rental revenue - subtotal	$	455,834	$	438,934							$	16,145		$	14,855

Less straight-line rent and fair value lease revenue		12,954		21,997		(9,043	)		(41.1	%)		94			118			(24	)		(20.3	%)

Rental revenue - cash basis		442,880		416,937		25,943			6.2	%		16,051			14,737			1,314			8.9	%
Less:
Operating expenses and real estate taxes		167,770		161,995		5,775			3.6	%		9,487			9,740			(253	)		(2.6	%)
Add:
Straight-line ground rent expense (2)		1,248		1,286		(38	)		(3.0	%)		537			552			(15	)		(2.7	%)

Net Operating Income (3) - cash basis	$	276,358	$	256,228	$	20,130			7.9	%	$	7,101		$	5,549		$	1,552			28.0	%


	Unconsolidated Joint Ventures										Total
	For the three months ended				$			%			For the three months ended						$			%
	30-Sep-13		30-Sep-12		Change			Change			30-Sep-13			30-Sep-12			Change			Change

Rental Revenue	$	15,705	$	17,248							$	489,064		$	471,996
Less Termination Income		—		574								1,380			1,533

Rental revenue - subtotal		15,705		16,674	$	(969	)		(5.8	%)		487,684			470,463		$	17,221			3.7	%

Operating expenses and real estate taxes		6,496		6,336		160			2.5	%		183,753			178,071			5,682			3.2	%

Net Operating Income (1)	$	9,209	$	10,338	$	(1,129	)		(10.9	%)	$	303,931		$	292,392		$	11,539			3.9	%


Rental revenue - subtotal	$	15,705	$	16,674							$	487,684		$	470,463

Less straight-line rent and fair value lease revenue		117		638		(521	)		(81.7	%)		13,165			22,753			(9,588	)		(42.1	%)

Rental revenue - cash basis		15,588		16,036		(448	)		(2.8	%)		474,519			447,710			26,809			6.0	%
Less:
Operating expenses and real estate taxes		6,496		6,336		160			2.5	%		183,753			178,071			5,682			3.2	%
Add:
Straight-line ground rent expense (2)		—		—		—			0.0	%		1,785			1,838			(53	)		(2.9	%)

Net Operating Income (3) - cash basis	$	9,092	$	9,700	$	(608	)		(6.3	%)	$	292,551		$	271,477		$	21,074			7.8	%

(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.

Boston Properties, Inc.

Third Quarter 2013

LEASING ACTIVITY

All In-Service Properties - quarter ended September 30, 2013


	Office			Office/Technical			Total
Vacant space available @ 7/1/2013 (sf)		3,082,639			170,769			3,253,408
Property dispositions/ properties taken out of service (sf)		—			26,388			26,388
Properties acquired vacant space (sf)		—			—			—
Properties placed in-service (sf)		42,583			—			42,583
Leases expiring or terminated 7/1/2013-9/30/2013 (sf)		710,712			74,556			785,268

Total space available for lease (sf)		3,835,934			218,937			4,054,871

1st generation leases (sf)		65,868			—			65,868
2nd generation leases with new tenants (sf)		792,228			19,476			811,704
2nd generation lease renewals (sf)		198,404			4,920			203,324

Total space leased (sf)		1,056,500			24,396			1,080,896	(1)

Vacant space available for lease @ 9/30/2013 (sf)		2,779,434			194,541			2,973,975

Net (increase)/decrease in available space (sf)		303,205			(23,772	)		279,433

Second generation leasing information: (2)
Leases commencing during the period (sf)		990,632			24,396			1,015,028
Average lease term (months)		72			23			71
Average free rent period (days)		69			51			68
Total transaction costs per square foot (3)	$	47.06		$	4.22		$	46.03
Increase (decrease) in gross rents (4)		-2.11	%		3.39	%		-1.97	%
Increase (decrease) in net rents (5)		-4.77	%		4.33	%		-4.50	%


	All leases 1st Generation		All leases 2nd Generation		Incr (decr) in 2nd gen. gross cash rents (4)			Incr (decr) in 2nd gen. net cash rents (5)			Total Leased (6)		Total square feet of leases executed in the quarter (7)
Boston		44,332		288,952		-5.90	%		-14.24	%		333,284		287,115
New York		10,590		178,418		-4.43	%		-6.66	%		189,008		168,798
Princeton		—		111,970		-11.78	%		-17.44	%		111,970		372,689
San Francisco		—		107,834		11.16	%		12.55	%		107,834		501,963
Washington, DC		10,946		327,854		-1.68	%		-2.36	%		338,800		567,025

		65,868		1,015,028		-1.97	%		-4.50	%		1,080,896		1,897,590

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

(2)	Second generation leases are defined as leases for space that had previously been under lease by the Company. Of the 1,015,028 square feet of second generation leases that commenced in Q3 2013, leases for 534,163 square feet were signed in prior periods.

(3)	Total transaction costs include tenant improvements and leasing commissions and exclude free rent concessions.

(4)	Represents the increase/(decrease) in gross rent (base rent plus expense reimbursements) on the new vs. expired leases on the 538,500 square feet of second generation leases (1) that had been occupied within the prior 12 months and (2) for which the new lease term is greater than six months.

(5)	Represents the increase/(decrease) in net rent (gross rent less operating expenses) on the new vs. expired leases on the 538,500 square feet of second generation leases (1) that had been occupied within the prior 12 months and (2) for which the new lease term is greater than six months.

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

(7)	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 497,597.

Boston Properties, Inc.

Third Quarter 2013

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q3 2013		Q2 2013		Q1 2013		2012		2011			2010

Recurring capital expenditures	$	11,839	$	12,856	$	6,418	$	23,774	$	29,334		$	13,988

Planned non-recurring capital expenditures associated with acquisition properties		9,887		4,367		1,201		22,287		4,358			395

Hotel improvements, equipment upgrades and replacements		206		1,006		143		896		4,010	(1)		2,262	(2)

	$	21,932	$	18,229	$	7,762	$	46,957	$	37,702		$	16,645

2nd Generation Tenant Improvements and Leasing Commissions


	Q3 2013		Q2 2013		Q1 2013		2012		2011		2010
Office
Square feet		990,632		837,904		982,859		3,572,825		4,116,436		4,765,440

Tenant improvements and lease commissions PSF	$	47.06	$	24.24	$	39.04	$	45.31	$	30.32	$	35.77

Office/Technical
Square feet		24,396		—		31,060		59,788		184,849		149,617

Tenant improvements and lease commissions PSF	$	4.22	$	—	$	0.29	$	3.94	$	23.97	$	2.14


Average tenant improvements and lease commissions PSF	$	46.03	$	24.24	$	37.81	$	44.63	$	30.05	$	34.74

(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.

Third Quarter 2013

ACQUISITIONS/DISPOSITIONS

as of September 30, 2013

ACQUISITIONS

For the period from January 1, 2013 through September 30, 2013


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

535 Mission Street	February 6, 2013		307,000	$	71,000,000	$	144,000,000	(1)	$	215,000,000			0	%
Transbay Tower (95% ownership interest)	March 26, 2013		N/A		191,800,000		148,200,000	(2)		340,000,000			N/A
Reston Signature Site	March 29, 2013		N/A		27,000,000		—			27,000,000			N/A
Mountain View Research Park and Technology Park	April 10, 2013		738,843		233,500,000		—			233,500,000	(3)		87	%

Total Acquisitions			1,045,843	$	523,300,000	$	292,200,000		$	815,500,000			61	%

(1)	This project is under construction (See Page 48).

(2)	Represents the anticipated cost to build the project to grade (See Page 48).

(3)

On April 10, 2013, the Company acquired the Mountain View Research Park and Mountain View Technology Park properties from its Value-Added Fund for an aggregate purchase price of approximately $233.5 million. In conjunction with the acquisition, the Value-Added Fund repaid the mortgage loans collateralized by the Mountain View Research Park and Mountain View Technology Park properties totaling approximately $90.0 million and $20.0 million, respectively, as well as the outstanding loans payable to the Company’s Operating Partnership totaling approximately $8.6 million and $3.7 million, respectively. The Mountain View Research Park and Mountain View Technology Park mortgage loans bore interest at variable rates equal to LIBOR plus 2.00% per annum and LIBOR plus 2.50% per annum, respectively and were scheduled to mature on May 31, 2014 and November 22, 2014, respectively. Prior to the acquisition, the Company’s ownership interest in the properties was approximately 39.5%. As a result of the acquisition, the Company owns 100% of the properties and is accounting for them on a consolidated basis.

DISPOSITIONS

For the period from January 1, 2013 through September 30, 2013


Property	Date Disposed	Square Feet		Gross Sales Price		Book Gain

Montvale Center	February 20, 2013		123,630	$	25,000,000	$	20,182,000	(1)
125 West 55th Street (60% ownership interest)	May 30, 2013		587,666		470,000,000		43,232,000	(2)
303 Almaden Boulevard	June 28, 2013		158,499		40,000,000		—	(3)
Eighth Avenue and 46th Street (50% ownership interest)	July 19, 2013		N/A		45,000,000		11,269,000	(4)
1301 New York Avenue	August 22, 2013		201,281		135,000,000		86,448,000	(5)

Total Dispositions			1,071,076	$	715,000,000	$	161,131,000

(1)

(2)

On May 30, 2013, a joint venture in which the Company has a 60% interest completed the sale of its 125 West 55th Street property located in New York City for a sale price of $470.0 million, including the assumption by the buyer of the mortgage loan collateralized by the property totaling approximately $198.6 million. The Company had previously recognized an impairment loss on its investment in the unconsolidated joint venture.

(3)

On June 28, 2013, the Company completed the sale of its 303 Almaden Boulevard property located in San Jose, California for a sale price of $40.0 million. Net cash proceeds totaled approximately $39.3 million. During the first quarter of 2013, the Company recognized an impairment loss totaling approximately $3.2 million, which was excluded from FFO in accordance with NAREIT’s definition, as the carrying value of the property exceeded its net sale price. As a result, there was no loss on sale of real estate recognized. The operating results of the property through the date of sale have been classified as discontinued operations on a historical basis for all periods.

(4)

On July 19, 2013, a joint venture in which the Company has a 50% interest completed the sale of its Eighth Avenue and 46th Street project located in New York City for an imputed sale price of $45.0 million. Eighth Avenue and 46th Street is comprised of an assemblage of land parcels and air-rights. Net cash proceeds to the Company totaled approximately $21.8 million, after the payment of transaction costs.

(5)

On August 22, 2013, the Company completed the sale of its 1301 New York Avenue property located in Washington, DC for a net contract sale price of approximately $121.7 million. After adjusting for outstanding lease and other transaction costs assumed by the buyer, the gross sale price was approximately $135.0 million. Net cash proceeds totaled approximately $121.5 million, resulting in a gain on sale of approximately $86.4 million. The operating results of the property through the date of sale have been classified as discontinued operations on a historical basis for all periods.

Boston Properties, Inc.

Third Quarter 2013

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of September 30, 2013


Construction Properties	Initial Occupancy	Estimated Stabilization Date	Location	# of Buildings	Square feet		Investment to Date (2)		Estimated Total Investment (2)		Total Construction Loan (2)		Amount Drawn at 9/30/2013 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)

Office
Annapolis Junction Building Seven (50% ownership)	Q1 2015	Q1 2015	Annapolis, MD	1		125,000	$	10,649,081	$	17,500,000	$	11,000,000	$	4,684,775	$	535,694		100	%		—
680 Folsom Street	Q2 2014	Q3 2015	San Francisco, CA	2		522,000		263,008,193		340,000,000		—		—		76,991,807		85	%		—
250 West 55th Street (5)	Q4 2013	Q4 2015	New York, NY	1		989,000		814,454,484		1,050,000,000		—		—		235,545,516		48	%		5	%
535 Mission Street	Q4 2014	Q3 2016	San Francisco, CA	1		307,000		96,397,260		215,000,000		—		—		118,602,740		0	%		—
601 Massachusetts Avenue	Q4 2015	Q4 2017	Washington, DC	1		478,000		145,156,707		360,760,000		—		—		215,603,293		79	%		—
Transbay Tower (95% ownership) (6)	NA	NA	San Francisco, CA	1		N/A		215,665,150		340,000,000		—		—		124,334,850		N/A			N/A

Total Office Properties under Construction				7		2,421,000	$	1,545,330,875	$	2,323,260,000	$	11,000,000	$	4,684,775	$	771,613,900		59	%		3	%


Residential
The Avant at Reston Town Center (359 units)	Q4 2013	Q4 2015	Reston, VA	1		329,509	$	100,958,194	$	137,250,000	$	—	$	—	$	36,291,806		N/A			N/A
The Avant at Reston Town Center - Retail				—		26,179		—		—		—		—		—		100	%		0	%

Total Residential Properties under Construction				1		355,688	$	100,958,194	$	137,250,000	$	—	$	—	$	36,291,806		100	%		N/A



Total Properties under Construction				8		2,776,688	$	1,646,289,069	$	2,460,510,000	$	11,000,000	$	4,684,775	$	807,905,706		59	%		3	%

PROJECTS PLACED IN-SERVICE DURING 2013


	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 9/30/2013 (2)			Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)

Annapolis Junction Building Six (50% ownership)	Q3 2012	Q2 2014	Annapolis, MD	1		120,000	$	11,107,768	$	14,000,000	$	9,500,000		$	6,996,571		$	388,803		49	%		100	%
500 North Capitol Street, N.W. (30% ownership) (7)	Q4 2012	Q4 2013	Washington, DC	1		232,000		31,550,701		36,540,000		31,500,000	(7)		31,500,000	(7)		4,989,299		85	%		100	%
Two Patriots Park (8)	Q1 2013	Q1 2013	Reston, VA	1		255,951		56,437,625		60,700,000		—			—			4,262,375		100	%		100	%
Seventeen Cambridge Center	Q2 2013	Q2 2013	Cambridge, MA	1		195,191		72,226,034		75,800,000		—			—			3,573,966		100	%		100	%
Cambridge Center Connector (9)	Q3 2013	Q3 2013	Cambridge, MA	—		42,500		21,285,930		22,800,000		—			—			1,514,070		100	%		100	%

Total Projects placed in Service				4		845,642	$	192,608,058	$	209,840,000	$	41,000,000		$	38,496,571		$	14,728,513		89	%		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 Square Feet (11)

North First Business Park	San Jose, CA	5		190,636		87.2	%	$	15.04	N	S		683,000

Total Properties held for Re-Development		5		190,636		87.2	%	$	15.04				683,000

(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 October 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)	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.

(6)	On March 26, 2013, the joint venture completed the acquisition of a land parcel in San Francisco which will support a 60-story, 1.4 million square foot office tower known as Transbay Tower. The Estimated Total Investment represents only the cost to build to grade.

(7)	On May 31, 2013, the joint venture refinanced its construction loan. The new mortgage loan totaling $105.0 million requires interest only payments at a fixed interest rate of 4.15% per annum and matures on June 6, 2023.

(8)	Project cost includes the incremental costs related to redevelopment and excludes original investment in the asset.

(9)	The project is part of a lease extension and space expansion with a tenant at Cambridge Center for approximately 292,000 square feet. The project was completed on July 1, 2013.

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

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

Boston Properties, Inc.

Third Quarter 2013

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of September 30, 2013


Location	Acreage		Approximate Developable Square Feet

San Jose, CA (1) (2)		44.0		2,409,364
Reston, VA		38.3		1,160,000
Waltham, MA		25.4		1,150,000
Gaithersburg, MD		27.0		850,000
Springfield, VA		17.8		800,000
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
Andover, MA		10.0		110,000
San Francisco, CA		1.3		1,422,000

		369.5		10,570,364

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of September 30, 2013


Location	Acreage		Approximate Developable Square Feet

Princeton, NJ (3)		143.1		1,780,000
Cambridge, MA (4)		—		207,500

		143.1		1,987,500

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

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

(3)	Option to purchase at a fixed price of $30.50 per square foot plus annual non-refundable option payments of $125,000. The option expires on January 1, 2018.

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

Boston Properties, Inc.

Third Quarter 2013

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 adjustments. 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 plus (D) outstanding shares of 5.25% Series B Cumulative Redeemable Preferred Stock multiplied by the fixed liquidation preference of $2,500 per share. The calculation of total consolidated market capitalization does not include LTIP Units issued in the form of Outperformance Awards (“OPP Awards”) or Multi-Year Long-Term Incentive Program Awards (“MYLTIP Awards”) because, unlike other LTIP Units, they are not earned until certain performance 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 Adjusted Debt to Total Adjusted Market Capitalization Ratio

Total adjusted debt to total adjusted market capitalization ratio, defined as total adjusted debt (which equals our total consolidated debt, plus our share of unconsolidated joint venture debt, minus our joint venture partners’ share of consolidated debt) as a percentage of the market value of our outstanding equity securities plus our total adjusted debt, is an alternative measure of leverage used by some analysts in the REIT sector. Total adjusted market capitalization is the sum of (A) our total adjusted 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 plus (D) outstanding shares of 5.25% Series B Cumulative Redeemable Preferred Stock multiplied by the fixed liquidation preference of $2,500 per share. The calculation of total adjusted market capitalization does not include OPP Awards or MYLTIP Awards because, unlike other LTIP Units, they are not earned until certain performance thresholds are achieved.

We present this ratio because, following the consolidation of 767 Venture, LLC (the entity that owns 767 Fifth Avenue (The GM Building)) effective June 1, 2013, our consolidated debt increased significantly compared to prior periods even though our economic interest in 767 Venture, LLC remained substantially unchanged. We believe the presentation of total adjusted debt may provide investors with a more complete picture of our share of consolidated and unconsolidated debt. In addition, in light of the difference between our total consolidated debt and our total adjusted debt, we believe that also presenting our total adjusted debt to total adjusted market capitalization may provide investors with a more complete picture of our leverage in relation to the overall size of our company. Investors should understand that our total adjusted debt to total adjusted 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 adjusted debt to total adjusted 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.

Third Quarter 2013

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, less discontinued operations, plus corporate general and administrative expense, transaction costs, depreciation and amortization, interest expense and losses from early extinguishment of debt, less development and management services income, income from unconsolidated joint ventures, gains on consolidation of joint ventures, interest and other income and gains from investments in securities. 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.

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. In-service properties exclude hotel and residential properties.

Same Properties

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

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.

Third Quarter 2013

Definitions

Average Monthly Rental Rates

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

Average Economic Occupancy

Average 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 average occupied units at contract rates and average 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, Average 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 Average 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.

Average Physical Occupancy

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

EX-99.2

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

THIRD QUARTER 2013 RESULTS

Reports diluted FFO per share of $1.29 Reports diluted EPS of $1.00

BOSTON, MA, October 29, 2013 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the third quarter ended September 30, 2013.

Funds from Operations (FFO) for the quarter ended September 30, 2013 were $197.9 million, or $1.30 per share basic and $1.29 per share diluted. This compares to FFO for the quarter ended September 30, 2012 of $175.8 million, or $1.17 per share basic and $1.15 per share diluted. The weighted average number of basic and diluted shares outstanding totaled 152,406,776 and 153,999,099, respectively, for the quarter ended September 30, 2013 and 150,801,425 and 153,309,978, respectively, for the quarter ended September 30, 2012.

Net income available to common shareholders was $152.7 million for the quarter ended September 30, 2013, compared to $57.2 million for the quarter ended September 30, 2012. Net income available to common shareholders per share (EPS) for the quarter ended September 30, 2013 was $1.00 basic and $1.00 on a diluted basis. This compares to EPS for the third quarter of 2012 of $0.38 basic and $0.38 on a diluted basis.

The reported results are unaudited and there can be no assurance that the results will not vary from the final information for the quarter ended September 30, 2013. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of September 30, 2013, the Company’s portfolio consisted of 177 properties, comprised primarily of Class A office space, one hotel, three residential properties and four retail properties, aggregating approximately 44.6 million square feet, including eight properties under construction totaling 2.8 million square feet. In addition, the Company has structured parking for vehicles containing approximately 15.7 million square feet. The overall percentage of leased space for the 166 properties in service (excluding the two in-service residential properties and the hotel) as of September 30, 2013 was 92.8%.

Significant events during the third quarter included:

•

On July 1, 2013, the Company completed and fully placed in-service its Cambridge Center Connector project with approximately 43,000 net rentable square feet located in Cambridge, Massachusetts. The project is 100% leased.

•

On July 26, 2013, the Company’s Operating Partnership amended and restated the revolving credit agreement governing the Company’s Unsecured Line of Credit, which, among other things, (1) increased the total commitment from $750.0 million to $1.0 billion, (2) extended the maturity date from June 24, 2014 to July 26, 2018 and (3) reduced the per annum variable interest rates and other fees. Based on the Operating Partnership’s current credit rating, borrowings would bear interest at a per annum rate equal to LIBOR plus 1.00%. Under the amended and restated Unsecured Line of Credit, the Operating Partnership may increase the total commitment to $1.5 billion, subject to syndication of the increase.

•

On August 29, 2013, the Company’s Operating Partnership redeemed approximately 861,400 Series Four Preferred Units for cash at the redemption price of $50.00 per unit plus accrued and unpaid distributions through the redemption date.

Transactions completed subsequent to September 30, 2013:

•

On October 9, 2013, the Company completed the sale of a 45% ownership interest in its Times Square Tower property for a gross sale price of $684.0 million in cash. Net cash proceeds totaled approximately $673.4 million, after the payment of transaction costs. In connection with the sale, the Company formed a joint venture with the buyer and will provide customary property management and leasing services to the joint venture. Times Square Tower is an approximately 1,246,000 net rentable square foot Class A office tower located in New York City. The Company will continue to account for the property on a consolidated basis in its financial statements.

•

On October 29, 2013, the Company entered into a lease agreement with NRG Energy for a build-to-suit project with approximately 130,000 net rentable square feet of Class A office space located in Princeton, New Jersey. The Company expects that the building will be complete and available for occupancy during 2016.

Reporting Change:

The Company has revised the presentation of costs to operate its San Francisco and Princeton regional offices. These expenses, which totaled approximately $2.0 million and $1.9 million for the three months ended September 30, 2013 and 2012, respectively, and approximately $6.1 million and $5.8 million for the nine months ended September 30, 2013 and 2012, respectively, were previously included in Rental Operating Expenses and are now included in General and Administrative Expenses for all periods presented.

EPS and FFO per Share Guidance:

The Company’s guidance for the fourth quarter 2013 and full year 2014 for EPS (diluted) and FFO per share (diluted) is set forth and reconciled below. In addition, the estimates for the full year 2014 when compared to the full year 2013 include, among other things, (1) expected improvement in the Company’s same property performance of 1.0% to 2.5%, adding $0.08 to $0.19 per share, (2) the placing in-service of 17 Cambridge Center during 2013 and three projects currently under development in 2014 adding an aggregate of $0.16 to $0.18 per share, (3) a decrease in interest expense after a reduction in capitalized interest and excluding the consolidation of 767 Fifth Avenue (the General Motors Building) of $0.11 to $0.13 per share, (4) the acquisition of the Company’s partners’ interest in its Mountain View Research and Technology Park properties of $0.03 per share and (5) a reduction in general and administrative expenses of $0.07 to $0.11 per share. These items are offset by the elimination of income from asset sales during 2013 of ($0.22) per share and lower development and management services income of ($0.03) to ($0.04) per share. In addition and 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.


	Fourth Quarter 2013					Full Year 2014
	Low		-	High		Low		-	High
Projected EPS (diluted)	$	0.31	-	$	0.33	$	1.45	-	$	1.60
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.92	-		0.92		3.75	-		3.75
Less:
Projected Company Share of Gains on Sales of Real Estate		0.00	-		0.00		0.00	-		0.00


Projected FFO per Share (diluted)	$	1.23	-	$	1.25	$	5.20	-	$	5.35

Boston Properties will host a conference call on Wednesday, October 30, 2013 at 10:00 AM Eastern Time, open to the general public, to discuss the third quarter 2013 results, the fourth quarter 2013 and fiscal year 2014 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 88056255. A replay of the conference call will be available through November 15, 2013, by dialing (855) 859-2056 (Domestic) or (404) 537-3406 (International) and entering the passcode 88056255. 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’ third quarter 2013 “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 fourth quarter 2013 and full fiscal year 2014, whether as a result of new information, future events or otherwise.

Financial tables follow.

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


	September 30,			December 31,
	2013			2012
	(in thousands, except for share amounts)
	(unaudited)
ASSETS

Real estate	$	17,105,492		$	13,581,454
Construction in progress		1,502,017			1,036,780
Land held for future development		295,370			275,094
Less: accumulated depreciation		(3,076,280	)		(2,934,160	)

Total real estate		15,826,599			11,959,168

Cash and cash equivalents		1,641,275			1,041,978
Cash held in escrows		53,499			55,181
Investments in securities		15,377			12,172
Tenant and other receivables, net of allowance for doubtful accounts of $1,515 and $1,960, respectively		55,393			69,555
Related party notes receivable		—			282,491
Interest receivable from related party notes receivable		—			104,816
Accrued rental income, net of allowance of $3,382 and $1,571, respectively		641,041			598,199
Deferred charges, net		918,798			588,235
Prepaid expenses and other assets		238,688			90,610
Investments in unconsolidated joint ventures		129,038			659,916

Total assets	$	19,519,708		$	15,462,321


LIABILITIES AND EQUITY

Liabilities:
Mortgage notes payable	$	4,468,069		$	3,102,485
Unsecured senior notes, net of discount		5,835,424			4,639,528
Unsecured exchangeable senior notes, net of discount		739,536			1,170,356
Unsecured line of credit		—			—
Mezzanine notes payable		311,340			—
Related party notes payable		180,000			—
Accounts payable and accrued expenses		215,778			199,102
Dividends and distributions payable		112,470			110,488
Accrued interest payable		181,310			72,461
Other liabilities		567,464			324,613

Total liabilities		12,611,391			9,619,033


Commitments and contingencies		—			—


Noncontrolling interest:
Redeemable preferred units of the Operating Partnership		67,806			110,876


Redeemable interest in property partnership		98,649			97,558


Equity:
Stockholders’ equity attributable to Boston Properties, Inc.
Excess stock, $0.01 par value, 150,000,000 shares authorized, none issued or outstanding		—			—
Preferred stock, $0.01 par value, 50,000,000 shares authorized; 5.25% Series B cumulative redeemable preferred stock, $0.01 par value, liquidation preference $2,500 per share, 92,000 shares authorized, 80,000 and no shares issued and outstanding at September 30, 2013 and December 31, 2012, respectively		200,000			—
Common stock, $0.01 par value, 250,000,000 shares authorized, 152,469,495 and 151,680,109 shares issued and 152,390,595 and 151,601,209 shares outstanding at September 30, 2013 and December 31, 2012, respectively		1,524			1,516
Additional paid-in capital		5,250,174			5,222,073
Earnings (dividends) in excess of dividends (earnings)		246,206			(109,985	)
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(12,122	)		(13,817	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,683,060			5,097,065

Noncontrolling interests:
Common units of the Operating Partnership		577,173			539,753
Property partnerships		481,629			(1,964	)

Total equity		6,741,862			5,634,854




Total liabilities and equity	$	19,519,708		$	15,462,321

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended						Nine months ended
	September 30,						September 30,
	2013			2012			2013			2012
	(in thousands, except for per share amounts)
Revenue
Rental
Base rent	$	451,866		$	366,795		$	1,228,429		$	1,087,787
Recoveries from tenants		80,839			59,855			213,647			168,858
Parking and other		25,246			22,647			72,625			67,846

Total rental revenue		557,951			449,297			1,514,701			1,324,491
Hotel revenue		10,652			9,359			30,061			26,224
Development and management services		5,479			8,024			22,072			25,733

Total revenue		574,082			466,680			1,566,834			1,376,448


Expenses
Operating
Rental		200,350			165,693			547,212			477,249
Hotel		6,580			6,886			20,959			19,601
General and administrative (1)		24,841			21,617			94,673			72,208
Transaction costs		766			1,140			1,744			3,252
Impairment loss		—			—			8,306			—
Depreciation and amortization		154,193			110,653			408,923			329,819

Total expenses		386,730			305,989			1,081,817			902,129


Operating income		187,352			160,691			485,017			474,319
Other income (expense)
Income from unconsolidated joint ventures		14,736			9,217			72,240			42,129
Gains on consolidation of joint ventures		(1,810	)		—			385,991			—
Interest and other income		3,879			4,001			6,646			8,029
Gains from investments in securities		956			587			1,872			1,202
Gains (losses) from early extinguishments of debt		(30	)		(5,494	)		122			(4,453	)
Interest expense		(122,173	)		(105,030	)		(325,746	)		(308,168	)

Income from continuing operations		82,910			63,972			626,142			213,058
Discontinued operations
Income from discontinued operations		1,078			1,550			5,597			5,596
Gain on sale of real estate from discontinued operations		86,448			—			86,448			36,877
Gain on forgiveness of debt from discontinued operations		—			—			20,182			—
Impairment loss from discontinued operations		—			—			(3,241	)		—

Net income		170,436			65,522			735,128			255,531
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships		3,279			(458	)		924			(1,461	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(1,082	)		(874	)		(3,385	)		(2,440	)
Noncontrolling interest - common units of the Operating Partnership		(8,399	)		(6,779	)		(63,135	)		(22,735	)
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		(8,910	)		(162	)		(11,260	)		(4,651	)

Net income attributable to Boston Properties, Inc.		155,324			57,249			658,272			224,244
Preferred dividends		(2,647	)		—			(5,411	)		—

Net income attributable to Boston Properties, Inc. common shareholders	$	152,677		$	57,249		$	652,861		$	224,244


Basic earnings per common share attributable to Boston Properties, Inc. common shareholders:
Income from continuing operations	$	0.49		$	0.37		$	3.63		$	1.25
Discontinued operations		0.51			0.01			0.64			0.25

Net income	$	1.00		$	0.38		$	4.27		$	1.50


Weighted average number of common shares outstanding		152,407			150,801			152,000			149,823


Diluted earnings per common share attributable to Boston Properties, Inc. common shareholders:
Income from continuing operations	$	0.49		$	0.37		$	3.62		$	1.24
Discontinued operations		0.51			0.01			0.64			0.25

Net income	$	1.00		$	0.38		$	4.26		$	1.49


Weighted average number of common and common equivalent shares outstanding		152,692			151,983			152,381			150,478

(1)

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)

(Unaudited)


	Three months ended						Nine months ended
	September 30,						September 30,
	2013			2012			2013			2012
	(in thousands, except for per share amounts)

Net income attributable to Boston Properties, Inc. common shareholders	$	152,677		$	57,249		$	652,861		$	224,244

Add:
Preferred dividends		2,647			—			5,411			—
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		8,910			162			11,260			4,651
Noncontrolling interest - common units of the Operating Partnership		8,399			6,779			63,135			22,735
Noncontrolling interest - redeemable preferred units of the Operating Partnership		1,082			874			3,385			2,440
Noncontrolling interests in property partnerships		(3,279	)		458			(924	)		1,461
Impairment loss from discontinued operations		—			—			3,241			—
Less:
Income from discontinued operations		1,078			1,550			5,597			5,596
Gain on sale of real estate from discontinued operations		86,448			—			86,448			36,877
Gain on forgiveness of debt from discontinued operations		—			—			20,182			—


Income from continuing operations		82,910			63,972			626,142			213,058

Add:
Real estate depreciation and amortization (2)		158,274			132,887			450,646			400,724
Income from discontinued operations		1,078			1,550			5,597			5,596
Less:
Gains on sales of real estate included within income from unconsolidated joint ventures (3)		11,174			248			54,501			248
Gains on consolidation of joint ventures (4)		(1,810	)		—			385,991			—
Noncontrolling interests in property partnerships’ share of funds from operations		9,462			923			16,936			2,889
Noncontrolling interest - redeemable preferred units of the Operating Partnership		1,082			874			3,385			2,440
Preferred dividends		2,647			—			5,411			—


Funds from operations (FFO) attributable to the Operating Partnership		219,707			196,364			616,161			613,801

Less:
Noncontrolling interest - common units of the Operating Partnerships’ share of funds from operations		21,848			20,585			62,291			64,834


Funds from operations attributable to Boston Properties, Inc.	$	197,859		$	175,779		$	553,870		$	548,967


Boston Properties, Inc.’s percentage share of funds from operations - basic		90.06	%		89.52	%		89.95	%		89.44	%


Weighted average shares outstanding - basic		152,407			150,801			152,000			149,823


FFO per share basic	$	1.30		$	1.17		$	3.65		$	3.66


Weighted average shares outstanding - diluted		153,999			153,310			153,688			151,836


FFO per share diluted	$	1.29		$	1.15		$	3.63		$	3.63

(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 $154,193, $110,653, $408,923 and $329,819, our share of unconsolidated joint venture real estate depreciation and amortization of $4,389, $21,664, $41,581 and $68,298 and depreciation and amortization from discontinued operations of $0, $901, $1,065 and $3,675, less corporate-related depreciation and amortization of $308, $331, $923 and $1,068 for the three and nine months ended September 30, 2013 and 2012, respectively.

(3)

Consists of the portion of income from unconsolidated joint ventures related to the gain on sale of Eighth Avenue and 46th Street totaling approximately $11.3 million during the three and nine months ended September 30, 2013 and the gain on sale of 125 West 55th Street totaling approximately $43.2 million during the nine months ended September 30, 2013.

(4)	The gains on consolidation of joint ventures consisted of (1) 767 Fifth Avenue (The General Motors Building) totaling approximately $359.5 million and (2) the Company’s Value-Added Fund’s Mountain View properties totaling approximately $26.5 million during the nine months ended September 30, 2013.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	September 30, 2013			December 31, 2012
Boston		92.6	%		90.5	%
New York		96.4	%		93.7	%
Princeton		79.7	%		78.2	%
San Francisco		89.4	%		90.1	%
Washington, DC		94.9	%		94.3	%

Total Portfolio		92.8	%		91.4	%


	% Leased by Type
	September 30, 2013			December 31, 2012
Class A Office Portfolio		93.0	%		91.4	%
Office/Technical Portfolio		88.1	%		90.6	%

Total Portfolio		92.8	%		91.4	%