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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): July 29, 2014

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 July 29, 2014, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the second quarter of 2014. 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 June 30, 2014.

*99.2		Press release dated July 29, 2014.

*	Filed herewith.

SIGNATURES

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


	BOSTON PROPERTIES, INC.

Date: July 29, 2014	By:	/s/ Michael E. LaBelle
		Michael E. LaBelle
		Senior Vice President, Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

*99.1		Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended June 30, 2014.

*99.2		Press release dated July 29, 2014.

*	Filed herewith.

EX-99.1

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended June 30, 2014

Boston Properties, Inc.

Second Quarter 2014

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
San Francisco Lease Expiration Roll Out		32-33
Washington, DC Lease Expiration Roll Out		34-35
CBD/Suburban Lease Expiration Roll Out		36-37
Hotel and Residential Performance		38
Same Property Occupancy Analysis		39
Same Property Performance		40
Reconciliation to Same Property Performance and Net Income		41-42
Leasing Activity		43
Capital Expenditures, Tenant Improvements and Leasing Commissions		44
Acquisitions/Dispositions		45
Value Creation Pipeline - Construction in Progress		46
Value Creation Pipeline - Land Parcels and Purchase Options		47
Definitions		48-50

This supplemental package contains forward-looking statements within the meaning of the Federal securities laws. You can identify these statements by our use of the words “assumes,” “believes,” “estimates,” “expects,” “guidance,” “intends,” “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: 535 Mission Street, San Francisco, CA)

Boston Properties, Inc.

Second Quarter 2014

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 four markets: Boston, New York, 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 five 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 33 individuals averages 30 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 investors with the greatest possible total return in all points of the economic cycle. To achieve this objective, the Company maintains consistent strategies that include the following:

•

concentrating on carefully targeted 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 targeted markets;

•

taking on complex, technically-challenging development 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 on a selective basis the sale of properties or interests therein to either take advantage of the demand for its premier properties and realize the value created and/or pare from the portfolio of properties that have slower future growth potential; and

•

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

Snapshot

(as of June 30, 2014)


Corporate Headquarters		Boston, Massachusetts
Markets		Boston, New York, San Francisco and Washington, DC
Fiscal Year-End		December 31
Total Properties (includes unconsolidated joint ventures)		180
Total Square Feet (includes unconsolidated joint ventures and structured parking)		62.4 million
Closing common shares outstanding, plus common, preferred and LTIP units on an as-converted basis (but excluding Outperformance Plan and Multi-Year Long-Term Incentive Program Units)		171.1 million
Dividend - Quarter/Annualized		$0.65/$2.60
Dividend Yield		2.20%
Total Adjusted Market Capitalization (1)		$30.4 billion
Senior Debt Ratings (2)		Baa2 (Moody’s); BBB+ (Fitch); A- (S&P)

(1)	For disclosures relating to our definition of Total Adjusted Market Capitalization, see page 48.

(2)	On July 22, 2014, the Company’s rating was upgraded to BBB+ (stable) from BBB (stable) by Fitch Ratings.

Boston Properties, Inc.

Second Quarter 2014

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 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 Ivan G. Seidenberg Lead Director 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 Robert E. Pester Senior Vice President and Regional Manager of San Francisco	John F. Powers Senior Vice President and Regional Manager of New York Frank D. Burt Senior Vice President, General Counsel Michael R. Walsh Senior Vice President, Finance Lori W. Silverstein 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):

	Q2 2014			Q1 2014			Q4 2013			Q3 2013			Q2 2013
High Closing Price	$	121.95		$	114.53		$	109.64		$	111.35		$	114.59
Low Closing Price	$	114.45		$	100.39		$	98.46		$	98.27		$	100.50
Average Closing Price	$	118.07		$	109.07		$	103.44		$	105.81		$	108.58
Closing Price, at the end of the quarter	$	118.18		$	114.53		$	100.37		$	106.90		$	105.47
Dividends per share	$	0.65		$	0.65		$	0.65		$	0.65		$	0.65
Special dividends per share		—			—		$	2.25			—			—

Total dividends	$	0.65		$	0.65		$	2.90		$	0.65		$	0.65

Closing dividend yield - annualized (1)		2.20	%		2.27	%		2.59	%		2.43	%		2.47	%
Closing common shares outstanding, plus preferred shares and common, preferred and LTIP units on an as-converted basis (but excluding Outperformance Plan and Multi-Year Long-Term Incentive Program Units) (thousands) (2)		171,063			171,029			170,896			170,897			170,896
Closing market value of outstanding shares and units (thousands)	$	20,434,232		$	19,805,957		$	17,370,837		$	18,486,904		$	18,285,486

(1)

Excludes the special dividend of $2.25 per share paid on January 29, 2014.

(2)

For additional detail, see page 12.


Timing
Quarterly results for the next four quarters will be announced according to the following schedule:
Third Quarter, 2014		Tentatively October 28, 2014
Fourth Quarter, 2014		Tentatively January 27, 2015
First Quarter, 2015		Tentatively April 28, 2015
Second Quarter, 2015		Tentatively July 28, 2015

Boston Properties, Inc.

Second Quarter 2014

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage	Rating Agencies
Lucy Moore	Steve Sakwa / Gabe Hilmoe	Scott Frost	Stephen Boyd
Argus Research Company	ISI Group	Bank of America Merrill Lynch	Fitch Ratings
646.747.5456	212.446.9462 / 212.446.9459	646.855.8078	212.908.9153

Jeffrey Spector / Jamie Feldman	Omotayo Okusanya	Thomas Cook	Chris Wimmer
Bank of America Merrill Lynch	Jefferies & Co.	Citi Investment Research	Moody’s Investors Service
212.449.6329 / 212.449.6339	212.336.7076	212.723.1112	212.553.2947

Ross Smotrich	Anthony Paolone	John Giordano	Lisa Sarajian
Barclays Capital	J.P. Morgan Securities	Credit Suisse Securities	Standard & Poor’s
212.526.2306	212.622.6682	212.538.4935	212.438.2597

David Toti / Evan Smith	Jordan Sadler	Ron Perotta
Cantor Fitzgerald	KeyBanc Capital Markets	Goldman Sachs
212.829.5224 / 215.915.1220	917.368.2280	212.702.7885

Michael Bilerman / Emmanuel Korchman	Vance Edelson	Mark Streeter
Citigroup Global Markets	Morgan Stanley	J.P. Morgan Securities
212.816.1383 / 212.816.1382	212.761.4000	212.834.5086

James Sullivan / Tom Catherwood	Rich Moore / Mike Carroll	Thierry Perrein / Jason Jones
Cowen and Company	RBC Capital Markets	Wells Fargo
646.562.1380 / 646.562.1382	440.715.2646 / 440.715.2649	704.715.8455 / 704.715.7932

Vin Chao / Venkat Kommineni	David Rodgers / Matthew Spencer
Deutsche Bank Securities	RW Baird
212.250.6799 / 212.250.6090	216.737.7341 / 414.298.5053

Sheila McGrath / Nathan Crossett	Alexander Goldfarb / Andrew Schaffer
Evercore Partners	Sandler O’Neill & Partners
212.497.0882 / 212.497.0870	212.466.7937 / 212.466.8062

Brad Burke	John Guinee / Erin Aslakson
Goldman Sachs	Stifel, Nicolaus & Company
917.343.2082	443.224.1307 / 443.224.1350

Jed Reagan	Ross Nussbaum / Nick Yulico
Green Street Advisors	UBS Securities
949.640.8780	212.713.2484 / 212.713.3402

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.

Second Quarter 2014

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 48-50.


	Three Months Ended
	30-Jun-14			31-Mar-14			31-Dec-13			30-Sep-13			30-Jun-13
Selected Items:

Revenue	$	589,794		$	574,694		$	576,199		$	571,481		$	510,033
Straight-line rent (1)	$	10,672		$	8,140		$	15,936		$	14,837		$	16,142
Fair value lease revenue (1) (2)	$	7,425		$	7,501		$	7,202		$	7,073		$	13,286
Revenue from residential properties	$	6,298		$	5,682		$	5,606		$	5,493		$	5,484
Company share of funds from operations from unconsolidated joint ventures	$	7,820		$	7,400		$	7,467		$	7,951		$	20,991
Lease termination fees (included in revenue) (1)	$	1,027		$	1,119		$	664		$	1,380		$	288
Ground rent expense (3)	$	4,984		$	4,986		$	5,004		$	5,016		$	5,006
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment	$	—		$	2,438		$	4,971		$	4,888		$	6,035
Fair value interest adjustment (1)	$	7,630		$	7,583		$	7,512		$	7,491		$	1,918
Capitalized interest	$	14,877		$	17,709		$	17,900		$	17,398		$	18,436
Capitalized wages	$	4,103		$	3,547		$	4,113		$	3,147		$	2,784
Operating Margins [(rental revenue - rental expense)/rental revenue] (4)		66.5	%		65.1	%		66.3	%		66.2	%		66.3	%
Gains (losses) from early extinguishments of debt	$	—		$	—		$	—		$	(30	)	$	152
Net income attributable to Boston Properties, Inc. common shareholders	$	76,527		$	54,034		$	88,719		$	152,677		$	452,417
Funds from operations (FFO) attributable to Boston Properties, Inc.	$	207,010		$	183,844		$	197,605		$	197,859		$	195,415
FFO per share - diluted	$	1.35		$	1.20		$	1.29		$	1.29		$	1.28
Net income attributable to Boston Properties, Inc. per share - basic	$	0.50		$	0.35		$	0.58		$	1.00		$	2.95
Net income attributable to Boston Properties, Inc. per share - diluted	$	0.50		$	0.35		$	0.58		$	1.00		$	2.94
Dividends per common share (5)	$	0.65		$	0.65		$	2.90		$	0.65		$	0.65
Funds available for distribution to common shareholders and common unitholders (FAD) (6)	$	182,940		$	166,782		$	159,466		$	152,714		$	170,045

Ratios:

Interest Coverage Ratio (excluding capitalized interest) - cash basis (7)		3.12			2.96			2.93			2.87			3.16
Interest Coverage Ratio (including capitalized interest) - cash basis (7)		2.76			2.56			2.55			2.51			2.66
FFO Payout Ratio (8)		48.15	%		54.17	%		50.39	%		50.39	%		50.78	%
FAD Payout Ratio (9)		60.66	%		66.36	%		69.35	%		72.23	%		64.87	%

	30-Jun-14			31-Mar-14			31-Dec-13			30-Sep-13			30-Jun-13
Capitalization:
Common Stock Price @ Quarter End	$	118.18		$	114.53		$	100.37		$	106.90		$	105.47
Equity Value @ Quarter End	$	20,434,232		$	19,805,957		$	17,370,837		$	18,486,904		$	18,285,486
Total Consolidated Debt	$	10,558,609		$	10,577,135		$	11,341,508		$	11,354,369		$	11,365,545
Total Consolidated Market Capitalization	$	30,992,841		$	30,383,092		$	28,712,345		$	29,841,273		$	29,651,031
Total Consolidated Debt/Total Consolidated Market Capitalization (10)		34.07	%		34.81	%		39.50	%		38.05	%		38.33	%

BXP’s Share of Unconsolidated Joint Venture Debt	$	328,711		$	328,869		$	329,188		$	328,373		$	326,714
Less:
Partners’ Share of Consolidated Debt	$	872,839		$	878,265		$	883,655		$	889,008		$	894,341
Total Adjusted Debt	$	10,014,481		$	10,027,739		$	10,787,041		$	10,793,734		$	10,797,918
Total Adjusted Market Capitalization (11)	$	30,448,713		$	29,833,696		$	28,157,878		$	29,280,638		$	29,083,404
Total Adjusted Debt/Total Adjusted Market Capitalization (11) (12)		32.89	%		33.61	%		38.31	%		36.86	%		37.13	%

(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 $17,003, $15,996, $15,473, $17,524 and $14,916 for the three months ended June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013 and June 30, 2013, respectively.

(5)	For the three months ended December 31, 2013, dividends per share includes the $2.25 per common share special dividend paid on January 29, 2014.

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

(7)	For additional detail, see page 11.

(8)	FFO Payout Ratio is defined as dividends per share to common shareholders divided by FFO per share. For the three months ended December 31, 2013, excludes the $2.25 per share special dividend paid on January 29, 2014 to shareholders of record as of the close of business on December 31,2013.

(9)

FAD Payout Ratio is defined as distributions to common shareholders and unitholders divided by FAD. For the three months ended December 31, 2013, excludes the $2.25 per share special distribution paid on January 29, 2014 to shareholders of record as of the close of business on December 31,2013. For additional information, see page 11.

(10)	For disclosures related to our definition of Total Consolidated Debt to Total Consolidated Market Capitalization Ratio, see page 48.

(11)	For additional detail, see page 12.

(12)	For disclosures related to our definition of Total Adjusted Debt to Total Adjusted Market Capitalization Ratio, see page 48.

Boston Properties, Inc.

Second Quarter 2014

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	30-Jun-14			31-Mar-14			31-Dec-13			30-Sep-13			30-Jun-13
ASSETS
Real estate	$	17,680,555		$	17,258,665		$	17,158,210		$	17,105,492		$	17,059,235
Construction in progress (1)		1,309,781			1,564,821			1,523,179			1,502,017			1,483,114
Land held for future development		273,587			300,498			297,376			295,370			290,085
Less accumulated depreciation		(3,368,974	)		(3,263,208	)		(3,161,571	)		(3,076,280	)		(2,996,520	)

Total real estate		15,894,949			15,860,776			15,817,194			15,826,599			15,835,914
Cash and cash equivalents		1,036,576			1,179,573			2,365,137			1,641,275			1,608,731
Cash held in escrows		59,248			54,240			57,201			53,499			54,829
Marketable securities		18,927			18,026			16,641			15,377			14,226
Tenant and other receivables, net		51,348			37,812			59,464			55,393			66,039
Accrued rental income, net		673,587			661,730			651,603			641,041			625,654
Deferred charges, net		853,924			861,567			884,450			918,798			939,675
Prepaid expenses and other assets		133,035			178,488			184,477			238,688			179,741
Investments in unconsolidated joint ventures		176,939			127,356			126,084			129,038			137,975

Total assets	$	18,898,533		$	18,979,568		$	20,162,251		$	19,519,708		$	19,462,784


LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	4,411,453		$	4,430,110		$	4,449,734		$	4,468,069		$	4,484,657
Unsecured senior notes, net of discount		5,836,729			5,836,290			5,835,854			5,835,424			5,834,973
Unsecured exchangeable senior notes, net of discount		—			—			744,880			739,536			734,278
Unsecured line of credit		—			—			—			—			—
Mezzanine notes payable		310,427			310,735			311,040			311,340			311,637
Related party notes payable		180,000			180,000			180,000			180,000			180,000
Accounts payable and accrued expenses		216,080			218,028			202,470			215,778			212,998
Dividends and distributions payable		112,420			114,799			497,242			112,470			112,425
Accrued interest payable		156,024			178,651			167,523			181,310			141,676
Other liabilities		539,716			556,772			578,969			567,464			556,730

Total liabilities		11,762,849			11,825,385			12,967,712			12,611,391			12,569,374

Commitments and contingencies		—			—			—			—			—

Noncontrolling interests:
Redeemable preferred units of the Operating Partnership		18,006			51,312			51,312			67,806			110,876

Redeemable interest in property partnership		103,778			100,327			99,609			98,649			98,162

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			200,000			200,000
Common stock, $0.01 par value, 250,000,000 shares authorized, 153,092,574, 153,017,311, 152,983,101, 152,390,595 and 152,384,740 outstanding, respectively		1,531			1,530			1,530			1,524			1,524
Additional paid-in capital		5,679,578			5,668,230			5,662,453			5,250,174			5,246,243
Earnings (dividends) in excess of dividends (earnings)		(176,929	)		(153,979	)		(108,552	)		246,206			192,492
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(10,429	)		(10,989	)		(11,556	)		(12,122	)		(12,689	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,691,029			5,702,070			5,741,153			5,683,060			5,624,848
Noncontrolling interests:
Common units of the Operating Partnership		601,775			575,381			576,333			577,173			570,135
Property partnerships		721,096			725,093			726,132			481,629			489,389

Total equity		7,013,900			7,002,544			7,043,618			6,741,862			6,684,372

Total liabilities and equity	$	18,898,533		$	18,979,568		$	20,162,251		$	19,519,708		$	19,462,784

(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.

Second Quarter 2014

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Jun-14			31-Mar-14			31-Dec-13			30-Sep-13			30-Jun-13
Revenue
Rental
Base Rent	$	463,239		$	455,018		$	453,538		$	449,636		$	399,192
Recoveries from tenants		81,382			81,934			79,586			80,718			68,321
Parking and other		26,300			24,333			25,174			25,000			23,547

Total rental revenue		570,921			561,285			558,298			555,354			491,060
Hotel revenue		12,367			8,193			10,269			10,652			11,118
Development and management services		6,506			5,216			7,632			5,475			7,855

Total revenue		589,794			574,694			576,199			571,481			510,033

Expenses
Operating (1)		110,239			114,455			108,147			108,668			97,914
Real estate taxes		92,407			91,933			90,441			90,620			78,104
Hotel operating		7,315			6,797			7,488			6,580			7,335
General and administrative (1) (2)		23,271			29,905			20,656			24,841			24,316
Transaction costs		661			437			—			766			535
Depreciation and amortization		154,628			154,270			154,475			153,253			133,456

Total expenses		388,521			397,797			381,207			384,728			341,660

Operating income		201,273			176,897			194,992			186,753			168,373
Other income (expense)
Income from unconsolidated joint ventures (3)		2,834			2,816			2,834			14,736			48,783
Gains on consolidation of joint ventures (4)		—			—			—			(1,810	)		387,801
Interest and other income		2,109			1,311			1,664			3,879			1,296
Gains from investments in securities (2)		662			286			1,039			956			181
Interest expense (5)		(110,977	)		(113,554	)		(121,134	)		(122,173	)		(103,140	)
Gains (losses) from early extinguishments of debt		—			—			—			(30	)		152

Income from continuing operations		95,901			67,756			79,395			82,311			503,446
Discontinued operations
Income from discontinued operations		—			—			536			1,677			3,315
Gains on sales of real estate from discontinued operations		—			—			26,381			86,448			—

Net income		95,901			67,756			106,312			170,436			506,761
Net income attributable to noncontrolling interests
Noncontrolling interest in property partnerships		(7,553	)		(4,354	)		(2,271	)		3,279			219
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(320	)		(619	)		(2,661	)		(1,082	)		(1,123	)
Noncontrolling interest - common units of the Operating Partnership (6)		(8,883	)		(6,160	)		(7,302	)		(8,339	)		(50,489	)
Noncontrolling interest in discontinued operations - common units of the Operating Partnership (6)		—			—			(2,713	)		(8,970	)		(333	)

Net income attributable to Boston Properties, Inc.		79,145			56,623			91,365			155,324			455,035
Preferred dividends		(2,618	)		(2,589	)		(2,646	)		(2,647	)		(2,618	)

Net income attributable to Boston Properties, Inc. common shareholders	$	76,527		$	54,034		$	88,719		$	152,677		$	452,417


INCOME PER SHARE OF COMMON STOCK (EPS)
Net income attributable to Boston Properties, Inc. per share-basic	$	0.50		$	0.35		$	0.58		$	1.00		$	2.95

Net income attributable to Boston Properties, Inc. per share-diluted	$	0.50		$	0.35		$	0.58		$	1.00		$	2.94

(1)

Beginning in the third quarter of 2013, the Company revised the presentation of costs to operate its San Francisco and Princeton regional offices. These expenses, which totaled approximately $1.6 million, $1.8 million, $2.1 million, $2.0 million and $2.1 million for the three months ended June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013 and June 30, 2013, 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 $662, $286, $1,039, $956 and $181 and general and administrative expense includes $(662), $(306), $(1,055), $(941) and $(176) for the three months ended June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013 and June 30, 2013, respectively, related to the Company’s deferred compensation plan.

(3)

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.

(4)

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 totaling approximately $363.4 million and (2) the Company’s Value-Added Fund’s Mountain View properties totaling approximately $24.4 million.

(5)

For the three months ended June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013 and June 30, 2013, interest expense includes $6,965, $6,940, $6,906, $6,873 and $2,265, respectively, consisting of the interest expense on the partner loans for the 767 Fifth Avenue 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.

(6)

Equals noncontrolling interest—common units of the Operating Partnership’s share of 10.16%, 9.90%, 9.89%, 9.94% and 10.06% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013 and June 30, 2013, respectively.

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

Boston Properties, Inc.

Second Quarter 2014

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Jun-14		31-Mar-14		31-Dec-13		30-Sep-13			30-Jun-13
Net income attributable to Boston Properties, Inc. common shareholders	$	76,527	$	54,034	$	88,719	$	152,677		$	452,417
Add:
Preferred dividends		2,618		2,589		2,646		2,647			2,618
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—		—		2,713		8,970			333
Noncontrolling interest - common units of the Operating Partnership		8,883		6,160		7,302		8,339			50,489
Noncontrolling interest - redeemable preferred units of the Operating Partnership		320		619		2,661		1,082			1,123
Noncontrolling interests in property partnerships		7,553		4,354		2,271		(3,279	)		(219	)
Less:
Income from discontinued operations		—		—		536		1,677			3,315
Gains on sales of real estate from discontinued operations		—		—		26,381		86,448			—

Income from continuing operations		95,901		67,756		79,395		82,311			503,446
Add:
Real estate depreciation and amortization (1)		159,272		158,514		159,706		158,274			149,817
Income from discontinued operations		—		—		536		1,677			3,315
Less:
Gains on sales of real estate included within income from unconsolidated joint ventures (2)		—		—		—		11,174			43,327
Gains on consolidation of joint ventures (3)		—		—		—		(1,810	)		387,801
Noncontrolling interests in property partnerships’ share of funds from operations		21,825		19,023		16,994		9,462			4,436
Noncontrolling interest - redeemable preferred units of the Operating Partnership (4)		320		619		694		1,082			1,123
Preferred dividends		2,618		2,589		2,646		2,647			2,618

Funds from operations (FFO) attributable to the Operating Partnership		230,410		204,039		219,303		219,707			217,273
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		23,400		20,195		21,698		21,848			21,858

FFO attributable to Boston Properties, Inc. (5)	$	207,010	$	183,844	$	197,605	$	197,859		$	195,415

FFO per share - basic	$	1.35	$	1.20	$	1.29	$	1.30		$	1.29

Weighted average shares outstanding - basic		153,078		153,030		152,798		152,407			151,938

FFO per share - diluted	$	1.35	$	1.20	$	1.29	$	1.29		$	1.28

Weighted average shares outstanding - diluted		153,623		154,043		153,900		153,999			153,797

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $154,628, $154,270, $154,475, $153,253 and $133,456, our share of unconsolidated joint venture real estate depreciation and amortization of $4,986, $4,584, $4,633, $4,389 and $15,535, and depreciation and amortization from discontinued operations of $0, $0, $934, $940 and $1,148, less corporate related depreciation of $342, $340, $336, $308 and $322 for the three months ended June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013 and June 30, 2013, 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.

(3)

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 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 totaling approximately $363.4 million and (2) the Company’s Value-Added Fund’s Mountain View properties totaling approximately $24.4 million.

(4)	For the three months ended December 31, 2013, excludes approximately $2.0 million of income allocated to the holders of Series Two Preferred Units to account for their right to participate on an as-converted basis in the $2.25 per share special dividend.

(5)	Based on weighted average basic shares for the quarter. The Company’s share for the quarter ended June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013 and June 30, 2013 was 89.84%, 90.10%, 90.11%, 90.06% and 89.94%, respectively.

Boston Properties, Inc.

Second Quarter 2014

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	June 30, 2014				March 31, 2014				December 31, 2013				September 30, 2013				June 30, 2013
	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	$	230,410		170,382	$	204,039		169,841	$	219,303		169,576	$	219,707		169,236	$	217,273		168,933
Effect of Dilutive Securities
Convertible Preferred Units (1)		230		385		530		874		603		968		850		1,307		818		1,307
Stock based compensation and exchangeable senior notes		—		160		—		139		—		134		—		285		—		552


Diluted FFO	$	230,640		170,927	$	204,569		170,854	$	219,906		170,678	$	220,557		170,828	$	218,091		170,792

Less:
Noncontrolling interest—common units of the Operating Partnership’s share of diluted funds from operations		23,349		17,304		20,128		16,811		21,617		16,778		21,728		16,829		21,702		16,995


Company’s share of diluted FFO (2)	$	207,291		153,623	$	184,441		154,043	$	198,289		153,900	$	198,829		153,999	$	196,389		153,797


FFO per share - basic	$	1.35			$	1.20			$	1.29			$	1.30			$	1.29


FFO per share - diluted	$	1.35			$	1.20			$	1.29			$	1.29			$	1.28

(1)	For the three months ended December 31, 2013, excludes approximately $2.0 million of income allocated to the holders of Series Two Preferred Units to account for their right to participate on an as-converted basis in the $2.25 per share special dividend.

(2)	Based on weighted average diluted shares for the quarter. The Company’s share for the quarter ended June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013 and June 30, 2013 was 89.88%, 90.16%, 90.17%, 90.15% and 90.05%, respectively.

Boston Properties, Inc.

Second Quarter 2014

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	30-Jun-14			31-Mar-14			31-Dec-13			30-Sep-13			30-Jun-13
Basic FFO (see page 9)	$	230,410		$	204,039		$	219,303		$	219,707		$	217,273
2nd generation tenant improvements and leasing commissions		(22,690	)		(25,336	)		(28,132	)		(46,722	)		(20,311	)
Straight-line rent (1)		(10,672	)		(8,140	)		(15,936	)		(14,837	)		(16,142	)
Lease transaction costs which qualify as rent inducements (2)		1,605			2,849			4,904			2,429			2,346
Recurring capital expenditures		(9,654	)		(7,694	)		(19,913	)		(11,839	)		(12,856	)
Fair value interest adjustment (1)		(7,630	)		(7,583	)		(7,512	)		(7,491	)		(1,918	)
ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment		—			2,438			4,971			4,888			6,035
Fair value lease revenue (1) (3)		(7,425	)		(7,501	)		(7,202	)		(7,073	)		(13,286	)
Hotel improvements, equipment upgrades and replacements		(495	)		(1,557	)		(715	)		(206	)		(1,006	)
Straight-line ground rent expense adjustment (4)		1,708			1,747			1,785			1,785			1,785
Non real estate depreciation		342			340			336			308			322
Stock-based compensation		6,519			10,380			6,154			6,537			6,681
Non-cash (gains) from early extinguishments of debt		—			—			—			—			(264	)
Non-cash termination adjustment (including fair value lease amounts)		118			—			—			999			(3	)
Partners' share of consolidated and unconsolidated joint venture 2nd generation tenant improvement and leasing commissions		804			2,800			1,423			4,229			1,389

Funds available for distribution to common shareholders and common unitholders (FAD)	$	182,940		$	166,782		$	159,466		$	152,714		$	170,045


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

	Three Months Ended
	30-Jun-14			31-Mar-14			31-Dec-13			30-Sep-13			30-Jun-13
Income from continuing operations	$	95,901		$	67,756		$	79,395		$	82,311		$	503,446
Interest expense		110,977			113,554			121,134			122,173			103,140
Depreciation and amortization expense		154,628			154,270			154,475			153,253			133,456
Depreciation and amortization expense from unconsolidated joint ventures		4,986			4,584			4,633			4,389			15,535
Gains on sales of real estate included within income from unconsolidated joint ventures		—			—			—			(11,174	)		(43,327	)
Gains on consolidation of joint ventures		—			—			—			1,810			(387,801	)
Depreciation and amortization expense - discontinued operations		—			—			934			940			1,148
Income from discontinued operations		—			—			536			1,677			3,315
Non-cash (gains) from early extinguishments of debt		—			—			—			—			(264	)
Non-cash termination adjustment (including fair value lease amounts)		118			—			—			999			(3	)
Stock-based compensation		6,519			10,380			6,154			6,537			6,681
Straight-line ground rent expense adjustment (4)		1,708			1,747			1,785			1,785			1,785
Straight-line rent (1)		(10,672	)		(8,140	)		(15,936	)		(14,837	)		(16,142	)
Lease transaction costs which qualify as rent inducements (2)		1,605			2,849			4,904			2,429			2,346
Fair value lease revenue (1) (3)		(7,425	)		(7,501	)		(7,202	)		(7,073	)		(13,286	)

Subtotal		358,345			339,499			350,812			345,219			310,029

*Excluding Capitalized Interest*
Divided by:

Adjusted interest expense (5) (6) (7) (8)		114,852			114,824			119,569			120,166			97,965

Interest Coverage Ratio		3.12			2.96			2.93			2.87			3.16

*Including Capitalized Interest*
Divided by:

Adjusted interest expense (5) (6) (7) (8) (9)		129,729			132,533			137,469			137,564			116,401
Interest Coverage Ratio		2.76			2.56			2.55			2.51			2.66

(1)	Includes the Company's share of consolidated and unconsolidated joint venture amounts.

(2)	Consists of lease transaction costs which qualify as rent inducements in accordance with GAAP. Lease transaction costs are generally included in 2nd generation tenant improvements and leasing commissions.

(3)	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.

(4)	For additional information, see page 6.

(5)	Excludes the impact of the ASC 470-20 (formerly known as FSP APB 14-1) interest expense adjustment of $0, $2,438, $4,971, $4,888 and $6,035 for the three months ended June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013 and June 30, 2013, respectively.

(6)	Excludes amortization of financing costs of $1,913, $2,026, $2,259, $2,779 and $2,240 for the three months ended June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013 and June 30, 2013, respectively.

(7)

Excludes interest expense of $6,965, $6,940, $6,906, $6,873 and $2,265 for the three months ended June 30, 2014, March 31, 2014, December 31, 2013, 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.

(8)	Excludes fair value interest adjustment of $12,753, $12,674, $12,571, $12,533 and $5,365 for the three months ended June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013 and June 30, 2013, respectively.

(9)	Includes capitalized interest of $14,877, $17,709, $17,900, $17,398 and $18,436 for the three months ended June 30, 2014, March 31, 2014, December 31, 2013, September 30, 2013 and June 30, 2013, respectively.

Boston Properties, Inc.

Second Quarter 2014

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal
	June 30, 2014
Mortgage Notes Payable	$	4,246,324
Mezzanine Notes Payable		306,000
Unsecured Line of Credit		—
Unsecured Senior Notes, at face value		5,850,000

Total Debt		10,402,324
Fair Value Adjustment on Mortgage Notes Payable		165,129
Fair Value Adjustment on Mezzanine Notes Payable		4,427
Discount on Unsecured Senior Notes		(13,271	)

Total Consolidated Debt	$	10,558,609


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 (1)		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	$	1,949		$	2,789		$	1,835		$	1,293		$	4,416		$	506		$	291		$	144		$	48		$	13,271

Unsecured Senior Notes, net of discount	$	698,051		$	497,211		$	998,165		$	848,707		$	845,584		$	699,494		$	699,709		$	249,856		$	299,952		$	5,836,729

Equity

(in thousands)


	Shares/Units		Common
	Outstanding		Stock			Equivalent
	as of 06/30/2014		Equivalents			Value (2)
Common Stock		153,093		153,093	(3)	$	18,092,531
Common Operating Partnership Units		17,970		17,970	(4)		2,123,695
Series Four Preferred Operating Partnership Units		360		—			18,006	(5)
5.25% Series B Cumulative Redeemable Preferred Stock		80		—			200,000	(6)

Total Equity				171,063		$	20,434,232

Total Consolidated Debt						$	10,558,609

Total Consolidated Market Capitalization						$	30,992,841

BXP’s share of Unconsolidated Joint Venture Debt						$	328,711
Less:
Partners’ Share of Consolidated Debt						$	872,839
Total Adjusted Debt (7)						$	10,014,481

Total Adjusted Market Capitalization (7)						$	30,448,713

(1)	On July 22, 2014, the Company’s rating was upgraded to BBB+ (stable) from BBB (stable).

(2)

Values based on June 30, 2014 closing price of $118.18 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 5 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 6 below).

(3)	Includes 60 shares of restricted stock.

(4)	Includes 1,512 long-term incentive plan units, but excludes an aggregate of 1,193 Outperformance Plan Units and Multi-Year Long-Term Incentive Program Units.

(5)

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 contributors 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. On May 19, 2014, the Company released to the holders 320 Series Four Preferred Units, which units were subject to a security interest under a pledge agreement between the holders and the Operating Partnership. On June 26, 2014, the Company notified the holders that it had elected to redeem such Series Four Preferred Units on July 3, 2014 at the redemption price of $50 per unit, plus accrued and unpaid distributions. On July 3, 2014, the Company redeemed such units for cash totaling approximately $16.0 million. The Company’s Operating Partnership currently has 40 Series Four Preferred Units outstanding subject to the security interest under the pledge agreement.

(6)

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 the Company’s 5.25% Series B Cumulative Redeemable Preferred Stock, issued at a price of $2,500.00 per share ($25.00 per depositary share). 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.

(7)	For disclosures relating to our definition of Total Adjusted Debt and Total Adjusted Market Capitalization, see page 48.

Boston Properties, Inc.

Second Quarter 2014

DEBT ANALYSIS (1)

Debt Maturities and Principal Payments

as of June 30, 2014

(in thousands)


	2014			2015			2016			2017			2018			Thereafter			Total
Floating Rate Debt
Mortgage Notes Payable	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Unsecured Line of Credit		—			—			—			—			—			—			—

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

Fixed Rate Debt

Mortgage Notes Payable	$	75,553		$	26,182		$	608,879		$	2,821,750		$	18,633		$	695,327		$	4,246,324
Fair Value Adjustment		26,417			53,888			50,632			34,192			—			—			165,129

Mortgage Notes Payable		101,970			80,070			659,511			2,855,942			18,633			695,327			4,411,453

Mezzanine Notes Payable		—			—			—			306,000			—			—			306,000
Fair Value Adjustment		631			1,314			1,389			1,093			—			—			4,427

		631			1,314			1,389			307,093			—			—			310,427

Unsecured Senior Notes, Face Amount		—			550,000			—			—			850,000			4,450,000			5,850,000
Discount Amortization		(933	)		(1,686	)		(1,681	)		(1,749	)		(1,774	)		(5,448	)		(13,271	)

Unsecured Senior Notes		(933	)		548,314			(1,681	)		(1,749	)		848,226			4,444,552			5,836,729

Total Fixed Debt	$	101,668		$	629,698		$	659,219		$	3,161,286		$	866,859		$	5,139,879		$	10,558,609

Total Consolidated Debt	$	101,668		$	629,698		$	659,219		$	3,161,286		$	866,859		$	5,139,879		$	10,558,609

GAAP Weighted Average Floating Rate Debt		—			—			—			—			—			—			—
GAAP Weighted Average Fixed Rate Debt		5.63	%		5.48	%		5.30	%		4.06	%		3.89	%		4.59	%		4.46	%

Total GAAP Weighted Average Rate		5.63	%		5.48	%		5.30	%		4.06	%		3.89	%		4.59	%		4.46	%

Total Stated Weighted Average Rate		5.60	%		5.40	%		6.43	%		5.76	%		3.77	%		4.51	%		5.01	%

Unsecured Debt

Unsecured Line of Credit - Matures July 26, 2018

(in thousands)


						Remaining
		Outstanding		Letters of		Capacity
Facility		at 06/30/2014		Credit		at 06/30/2014
$	1,000,000	$	—	$	9,929	$	990,071

Unsecured and Secured Debt Analysis


	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Unsecured Debt		58.02	%		4.44	%		4.52	%		6.5 years
Secured Debt		41.98	%		5.72	%		4.39	%		3.6 years

Total Consolidated Debt		100.00	%		5.01	%		4.46	%		5.2 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	%		5.01	%		4.46	%		5.2 years

Total Consolidated Debt		100.00	%		5.01	%		4.46	%		5.2 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 and adjustments required to reflect loans at their fair values upon acquisition.

Boston Properties, Inc.

Second Quarter 2014

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

as of June 30, 2014

(in thousands)


Property	2014			2015			2016			2017			2018			Thereafter			Total
767 Fifth Avenue (The General Motors Building) (60% ownership)	$	—		$	—		$	—		$	1,300,000		$	—		$	—		$	1,300,000	(2)
599 Lexington Avenue		—			—			—			750,000			—			—			750,000
601 Lexington Avenue		5,728			11,870			12,447			13,051			13,684			659,880			716,660
John Hancock Tower and Garage		—			—			—			640,500			—			—			640,500	(2)
Embarcadero Center Four		2,768			5,794			348,886			—			—			—			357,448
Fountain Square (50% ownership)		—			—			211,250			—			—			—			211,250	(2)
505 9th Street (50% ownership)		1,239			2,585			2,737			113,596			—			—			120,157
New Dominion Technology Park, Building Two		63,000			—			—			—			—			—			63,000	(3)
New Dominion Technology Park, Building One		1,173			2,481			2,672			2,878			3,100			29,843			42,147
Kingstowne Two and Retail		932			1,950			29,277			—			—			—			32,159	(2)
University Place		713			1,502			1,610			1,725			1,849			5,604			13,003

		75,553			26,182			608,879			2,821,750			18,633			695,327			4,246,324


Aggregate Fair Value Adjustments		26,417			53,888			50,632			34,192			—			—			165,129

		101,970			80,070			659,511			2,855,942			18,633			695,327			4,411,453


Mezzanine Notes Payable (associated with 767 Fifth Avenue (The General Motors Building))(60% ownership)		—			—			—			306,000			—			—			306,000
Fair Value Adjustment		631			1,314			1,389			1,093			—			—			4,427

		631			1,314			1,389			307,093			—			—			310,427


Unsecured Senior Notes, Face Amount		—			550,000			—			—			850,000			4,450,000			5,850,000
Aggregate Discount Amortization		(933	)		(1,686	)		(1,681	)		(1,749	)		(1,774	)		(5,448	)		(13,271	)

		(933	)		548,314			(1,681	)		(1,749	)		848,226			4,444,552			5,836,729

Unsecured Line of Credit		—			—			—			—			—			—			—

	$	101,668		$	629,698		$	659,219		$	3,161,286		$	866,859		$	5,139,879		$	10,558,609


% of Total Consolidated Debt		0.96	%		5.96	%		6.25	%		29.94	%		8.21	%		48.68	%		100.00	%
Balloon Payments	$	63,000		$	550,000		$	583,782		$	3,107,619			850,000		$	5,083,554		$	10,237,955
Scheduled Principal Amortization	$	12,553		$	26,182		$	25,097		$	20,131		$	18,633		$	61,773		$	164,369

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

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

(3)	This loan was repaid on July 1, 2014.

Boston Properties, Inc.

Second Quarter 2014

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 June 30, 2014 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
		June 30, 2014
Total Assets:
Capitalized Property Value (1)		$	21,024,416		$	21,473,769
Cash and Cash Equivalents			1,036,576			1,036,576
Investments in Marketable Securities			18,927			18,927
Undeveloped Land, at Cost (including Joint Venture %)			318,542			318,542
Development in Process, at Cost (including Joint Venture %)			1,883,210			1,883,210

Total Assets		$	24,281,671		$	24,731,024

Unencumbered Assets		$	15,688,940		$	15,971,770


Secured Debt (Fixed and Variable)(2)		$	4,246,324		$	4,246,324
Mezzanine Notes Payable(3)			306,000			306,000
Joint Venture Debt			328,711			328,711
Related Party Notes Payable			180,000			180,000
Contingent Liabilities & Letters of Credit			13,236			13,236
Unsecured Debt (4)			5,850,000			5,850,000

Total Outstanding Debt		$	10,924,271		$	10,924,271

Consolidated EBITDA:
Income from Continuing Operations (per Consolidated Income Statement)		$	95,901		$	95,901
Subtract: Income from Unconsolidated Joint Ventures (per Consolidated Income Statement)			(2,834	)		(2,834	)
Subtract: Gains from Investments in Securities (per Consolidated Income Statement)			(662	)		(662	)
Add: Interest Expense (per Consolidated Income Statement)			110,977			110,977
Add: Depreciation and Amortization (per Consolidated Income Statement)			154,628			154,628

EBITDA			358,010			358,010
Add: Company share of unconsolidated joint venture EBITDA			11,123			11,123

Consolidated EBITDA		$	369,133		$	369,133

Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)		$	110,977		$	110,977
Add: Company share of unconsolidated joint venture interest expense			3,349			3,349
Less: Amortization of financing costs			(1,913	)		(1,913	)
Less: Interest expense funded by construction loan draws			—			—

Adjusted Interest Expense		$	112,413		$	112,413


Covenant Ratios and Related Data	Test	Actual			Actual
Total Outstanding Debt/Total Assets	Less than 60%		45.0	%		44.2	%
Secured Debt/Total Assets	Less than 50%		20.1	%		19.7	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)	Greater than 1.50x		3.28			3.28
Unencumbered Assets/ Unsecured Debt	Greater than 150%		268.2	%		273.0	%

Unencumbered Consolidated EBITDA		$	240,865		$	240,865

Unencumbered Interest Coverage (Unencumbered Consolidated EBITDA to Unsecured Interest Expense)			3.69			3.69

% of Unencumbered Consolidated EBITDA to Consolidated EBITDA			65.3	%		65.3	%

# of unencumbered properties			146			146

(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 $165,129.

(3)	Excludes aggregate fair value adjustment of $4,427.

(4)	Excludes aggregate debt discount of $13,271.

Boston Properties, Inc.

Second Quarter 2014

UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS (*)

Debt Maturities and Principal Payments by Property

(in thousands)


Property	2014			2015			2016			2017			2018			Thereafter			Total
Metropolitan Square (51%)	$	602		$	1,257		$	1,332		$	1,410		$	1,493		$	81,909		$	88,003
540 Madison Avenue (60%)		—			—			—			—			72,000			—			72,000
Market Square North (50%)		503			1,043			1,094			1,148			1,205			59,356			64,349
901 New York Avenue (25%)		417			37,590			—			—			—			—			38,007
500 North Capitol Street, N.W. (30%)		—			—			—			—			—			31,500			31,500
Annapolis Junction Building One (50%)		140			279			279			279			19,519			—			20,496	(1)
Annapolis Junction Building Six (50%)		6,973			—			—			—			—			—			6,973	(2)
Annapolis Junction Building Seven (50%)		—			—			6,871			—			—			—			6,871	(3)
Annapolis Junction Building Eight (50%)		—			—			—			512			—			—			512	(3)(4)

	$	8,635		$	40,169		$	9,576		$	3,349		$	94,217		$	172,765		$	328,711

GAAP Weighted Average Rate		2.59	%		5.25	%		3.12	%		4.62	%		1.97	%		5.20	%		4.15	%

% of Total Debt		2.63	%		12.22	%		2.91	%		1.02	%		28.66	%		52.56	%		100.00	%

Balloon Payments	$	6,973		$	37,590		$	6,871		$	512		$	91,519		$	169,918		$	313,383
Scheduled Amortization	$	1,662		$	2,579		$	2,705		$	2,837		$	2,698		$	2,847		$	15,328

Floating and Fixed Rate Debt Analysis


	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Floating Rate Debt		32.51	%		1.72	%		1.91	%		3.5 years
Fixed Rate Debt		67.49	%		5.17	%		5.23	%		5.5 years

Total Debt		100.00	%		4.05	%		4.15	%		4.9 years

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

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

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

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

(4)	On June 23, 2014, the joint venture obtained construction financing collaterized by the development project totaling $26.0 million. The construction financing bears interest at a variable rate equal to LIBOR plus 1.50% per annum and matures on June 23, 2017.

Boston Properties, Inc.

Second Quarter 2014

UNCONSOLIDATED JOINT VENTURES

Balance Sheet Information

(unaudited and in thousands)

as of June 30, 2014


	540 Madison Avenue			Market Square North			Metropolitan Square			901 New York Avenue			Wisconsin Place (1)			Annapolis Junction (2) (3)			500 North Capitol Street, N.W.			501 K Street (4)			Other Joint Ventures (5)			Total Unconsolidated Joint Ventures
Net Equity (6)	$	69,664		$	(9,112	)	$	6,561		$	(1,974	)	$	46,455		$	23,763		$	(862	)	$	42,118		$	326		$	176,939

Mortgage/Construction loans payable (6)	$	72,000		$	64,349		$	88,003		$	38,007		$	—		$	34,852		$	31,500		$	—		$	—		$	328,711

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


*Results of Operations*
(unaudited and in thousands)
for the three months ended June 30, 2014
	540 Madison Avenue			Market Square North			Metropolitan Square			901 New York Avenue			Wisconsin Place (1)			Annapolis Junction (2) (3)			500 North Capitol Street, N.W.			501 K Street (4)			Other Joint Ventures (5)			Total Unconsolidated Joint Ventures
REVENUE
Rental (7)	$	5,980		$	5,880		$	8,482		$	9,085		$	1,171		$	3,985		$	3,391		$	120		$	—		$	38,094
Straight-line rent		559			73			(175	)		(461	)		—			(9	)		347			—			—			334
Fair value lease revenue		(71	)		—			—			—			—			—			—			—			—			(71	)
Termination Income		—			—			80			—			—			—			—			—			—			80

Total revenue		6,468			5,953			8,387			8,624			1,171			3,976			3,738			120			—			38,437

EXPENSES
Operating		3,042			2,343			3,342			3,105			713			1,238			1,320			148			210			15,461

NET OPERATING INCOME		3,426			3,610			5,045			5,519			458			2,738			2,418			(28	)		(210	)		22,976
Interest		552			1,583			2,508			2,002			—			223			1,116			—			—			7,984
Depreciation and amortization		1,962			837			1,922			1,425			1,383			768			870			—			—			9,167

SUBTOTAL		2,514			2,420			4,430			3,427			1,383			991			1,986			—			—			17,151
Gain on sale of real estate		—			—			—			—			—			—			—			—			—			—

NET INCOME/(LOSS)	$	912		$	1,190		$	615		$	2,092		$	(925	)	$	1,747		$	432		$	(28	)	$	(210	)	$	5,825


BXP’s share of net income/(loss)	$	547		$	595		$	314		$	551	(8)	$	(307	)	$	873		$	130		$	(14	)	$	(126	)		2,563
Basis differential (9)		178			(4	)		39			(16	)		(7	)		—			3			—			78			271
Gain on investment		—			—			—			—			—			—			—			—			—			—

Subtotal		725			591			353			535	(8)		(314	)		873			133			(14	)		(48	)		2,834
Gain upon consolidation in income statement		—			—			—			—			—			—			—			—			—			—

Income/(loss) from unconsolidated joint ventures	$	725		$	591		$	353		$	535	(8)	$	(314	)	$	873		$	133		$	(14	)	$	(48	)	$	2,834

Gain on investment		—			—			—			—			—			—			—						—			—
BXP’s share of depreciation & amortization		1,051			427			982			1,407	(8)		468			388			263						—			4,986

BXP’s share of Funds from Operations (FFO)	$	1,776		$	1,018		$	1,335		$	1,942		$	154		$	1,261		$	396		$	(14	)	$	(48	)	$	7,820

BXP’s share of net operating income/(loss) (7)	$	2,063		$	1,805		$	2,573		$	2,575	(8)	$	153		$	1,369		$	725		$	(14	)	$	(126	)	$	11,123

(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 is consolidated within the accounts of the Company.

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

(3)

On April 30, 2014, the Company’s partner in its Annapolis Junction joint venture contributed a parcel of land and improvements and the Company contributed cash of approximately $5.4 million. The joint venture has commenced construction of Annapolis Junction Building Eight, which, when completed, will consist of a Class A office property with approximately 125,000 square feet located in Annapolis, Maryland.

(4)

On April 10, 2014, the Company entered into a joint venture with an unrelated third party to acquire a parcel of land located at 501 K Street in Washington, DC. The Company anticipates the land parcel will accommodate an approximate 520,000 square foot Class A office property to be developed in the future. The joint venture partner contributed the land for a 50% interest in the joint venture and the Company contributed cash of approximately $39.0 million for its 50% interest. The parcel is currently operated as a surface parking lot.

(5)	Includes Two Grand Central Tower, Value-Added Fund and 125 West 55th Street properties, which were sold on October 25, 2011, April 10, 2013 and May 30, 2013, respectively.

(6)	Represents the Company’s share.

(7)	Includes management services income.

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

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

Boston Properties, Inc.

Second Quarter 2014

CONSOLIDATED JOINT VENTURES

Balance Sheets

(unaudited and in thousands)

as of June 30, 2014


																Total
BXP’s nominal ownership percentage	60.00%			55.00%			95.00%			50.00%			50.00%			Total
	767 Fifth Avenue (The GM Building)			Times Square Tower			Salesforce Tower			Fountain Square			505 9th Street			Consolidated Joint Ventures
ASSETS
Real estate, net	$	3,583,967		$	472,031		$	320,687		$	375,225		$	109,705		$	4,861,615
Cash and cash held in escrows		82,774			31,301			5,465			23,794			5,121			148,455
Other assets		102,674			62,453			(74	)		8,747			9,285			183,085

Total assets	$	3,769,415		$	565,785		$	326,078		$	407,766		$	124,111		$	5,193,155

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	1,442,239		$	—		$	—		$	223,389		$	120,157		$	1,785,785
Mezzanine notes payable		310,427			—			—			—			—			310,427
Related party notes payable		180,000			—			—			—			—			180,000
Accrued interest on related party notes		78,270			—			—			—			—			78,270
Other liabilities		225,373			7,223			29,307			11,139			6,734			279,776

Total liabilities		2,236,309			7,223			29,307			234,528			126,891			2,634,258

Equity:
BXP		1,074,945	(1)		306,781			282,732			69,460			194			1,734,112
Redeemable interest in property partnership		—			—			—			103,778			—			103,778
Noncontrolling interests		458,161			251,781			14,039			—			(2,974	)		721,007	(2)

Total equity		1,533,106			558,562			296,771			173,238			(2,780	)		2,558,897

Total liabilities and equity	$	3,769,415		$	565,785		$	326,078		$	407,766		$	124,111		$	5,193,155

*Income Statements*
(unaudited and in thousands) for the three months ended June 30, 2014

BXP’s nominal ownership percentage	60.00%			55.00%			95.00%			50.00%			50.00%
	767 Fifth Avenue (The GM Building)			Times Square Tower			Salesforce Tower			Fountain Square			505 9th Street			Total Consolidated Joint Ventures
REVENUE
Rental income	$	63,270		$	23,518		$	—		$	8,916		$	5,589		$	101,293
Straight-line rent		4,127			(210	)		—			454			126			4,497
Fair value lease revenue		5,463			—			—			(73	)		—			5,390
Parking and other		1,111			204			—			3			523			1,841

Total revenue		73,971			23,512			—			9,300			6,238			113,021

EXPENSES
Operating		23,147			4,098			—			2,914			2,294			32,453

NET OPERATING INCOME		50,824			19,414			—			6,386			3,944			80,568
Management services income		(251	)		(113	)		—			(3	)					(367	)
Interest		23,865			—			—			3,087			1,772			28,724
Interest other - partner notes		6,965			—			—			—			—			6,965
Fair value interest expense		(10,792	)		—			—			(1,613	)		—			(12,405	)
Depreciation and amortization		30,087			4,113			—			4,962			772			39,934
Other		—			—			—			—			—			—

SUBTOTAL		49,874			4,000			—			6,433			2,544			62,851

NET INCOME/(LOSS)	$	950		$	15,414		$	—		$	(47	)	$	1,400		$	17,717

Reconciliation of partners’ noncontrolling interest (NCI)
Add back depreciation & amortization - BXP basis difference	$	3		$	7		$	—		$	6		$	(11	)	$	5
Add back partners’ share of partner loan interest		6,965			—			—			—			—			6,965

Partners’ net income/(loss) before interest allocation		7,918			15,421			—			(41	)		1,389			24,687
Partners’ NCI share of net income		3,167			6,940			—			(21	)		695			10,781
Partners’ share of partner loan interest		(6,965	)		—			—			—			—			(6,965	)
Allocation of management and other fees to non-controlling partner		(726	)		(168	)		—			(111	)		(93	)		(1,098	)
Accretion and adjustments		—			—			—			4,835	(3)		—			4,835

Partners’ NCI	$	(4,524	)	$	6,772		$	—		$	4,703		$	602		$	7,553

Reconciliation of partners’ share of FFO
Net income/(loss)	$	950		$	15,414		$	—		$	(47	)	$	1,400		$	17,717
Add back depreciation & amortization		30,087			4,113			—			4,962			772			39,934

Entity FFO		31,037			19,527			—			4,915			2,172			57,651
Partners’ share of net income/(loss)		380			6,937			—			(23	)		700			7,994
Partners’ share of partner loan interest not in partner’s share of entity FFO		(4,179	)		—			—			—			—			(4,179	)
Allocation of management and other fees to non-controlling partner		(726	)		(168	)		—			(111	)		(93	)		(1,098	)
Partners’ share of depreciation and amortization		12,036			1,851			—			—			386			14,273
Accretion and adjustments		—			—			—			4,835	(3)		—			4,835

Partners’ share FFO	$	7,511		$	8,620		$	—		$	4,701		$	993		$	21,825

Reconciliation of BXP share of FFO
BXP share of net income/(loss) adjusted for partners’ NCI		5,474			8,642			—			(4,750	)(3)		798			10,164
Depreciation & amortization - BXP basis difference		3			7			—			6			(11	)		5
Other adjustment (4)		54			4			—			3			—			61
BXP share of depreciation & amortization		18,050			2,258			—			4,956	(3)		392			25,656

BXP share of FFO	$	23,581		$	10,911		$	—		$	215		$	1,179		$	35,886

Unearned portion of capitalized fees (4)	$	1,731		$	95		$	—		$	12		$	—		$	1,838

(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)	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. Q2 2014 includes prior period adjustments totaling $2.4 million.

(4)	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.

Boston Properties, Inc.

Second Quarter 2014

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 June 30, 2014 (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		13,247,268			28.3	%		392,530			0.8	%		13,639,798			33.4	%		0.1	%		1.3	%		30.5	%
New York (5)		10,549,698	(6)		39.4	%		—			—			10,549,698	(6)		25.9	%		—			—			39.4	%
San Francisco		4,965,253			9.5	%		768,463			1.3	%		5,733,716			14.1	%		—			—			10.8	%
Washington, DC		10,092,426	(7)		18.2	%		728,551			0.6	%		10,820,977	(7)		26.6	%		0.5	%		—			19.3	%

		38,854,645			95.4	%		1,889,544			2.7	%		40,744,189			100.0	%		0.6	%		1.3	%		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		25.3	%		5.2	%		30.5	%
New York (5)		37.0	%		2.4	%		39.4	%
San Francisco		7.9	%		2.9	%		10.8	%
Washington, DC		8.0	%		11.3	%		19.3	%

Total		78.2	%		21.8	%		100.0	%


*Hotel Properties*
Hotel Properties	Number of		Square
	Rooms		Feet (8)
Cambridge Center Marriott, Cambridge, MA		433		334,260

Total Hotel Properties		433		334,260


*Residential Properties*

Residential Properties	Number of		Square
	Units		Feet
The Avant at Reston Town Center, Reston, VA		359		355,347	(9)
Residences on The Avenue, Washington, DC		335		323,050	(10)
The Lofts at Atlantic Wharf, Boston, MA		86		87,097	(11)

Total Residential Properties		780		765,494


*Structured Parking*

	Number of		Square
	Spaces		Feet
Total Structured Parking		46,145		15,766,369

(1)	For disclosures relating to our definition of In-Service Properties, see page 49.

(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 41. For disclosures relating to our use of Combined NOI see page 49.

(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)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region.

(6)	Includes 1,245,823 square feet at Times Square Tower which is 55% owned by the Company, 1,807,945 square feet at 767 Fifth Avenue (The GM Building) which is 60% owned by the Company and 283,695 square feet at 540 Madison Avenue which is 60% owned by the Company.

(7)

Includes 589,288 square feet at Metropolitan Square which is 51% owned by the Company, 406,797 square feet at Market Square North which is 50% owned by the Company, 539,679 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 756,035 square feet at Fountain Square which is 50% owned by the Company.

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

(9)	Includes 26,179 square feet of retail space which is 66.3% occupied but 100% leased.

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

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

Boston Properties, Inc.

Second Quarter 2014

In-Service Property Listing

as of June 30, 2014


								Annualized		Encumbered	Central
								Revenue		with secured	Business
		Number of						Per		debt	District (CBD) or
	Sub Market	Buildings	Square Feet		Leased %			Leased SF (1)		(Y/N)	Suburban (S)
Boston
Office
John Hancock Tower	CBD Boston MA	1		1,722,102		97.6	%	$	53.57	Y	CBD
100 Federal Street	CBD Boston MA	1		1,265,411		90.9	%		49.08	N	CBD
800 Boylston Street - The Prudential Center	CBD Boston MA	1		1,228,651		96.6	%		52.42	N	CBD
111 Huntington Avenue - The Prudential Center	CBD Boston MA	1		858,326		98.2	%		59.49	N	CBD
Atlantic Wharf Office	CBD Boston MA	1		793,827		100.0	%		61.32	N	CBD
101 Huntington Avenue - The Prudential Center	CBD Boston MA	1		505,389		64.7	%		41.28	N	CBD
The Shops at the Prudential Center	CBD Boston MA	1		501,315		98.8	%		78.78	N	CBD
Shaws Supermarket at the Prudential Center	CBD Boston MA	1		57,235		100.0	%		54.33	N	CBD
One Cambridge Center	East Cambridge MA	1		215,629		100.0	%		51.71	N	CBD
Three Cambridge Center	East Cambridge MA	1		115,061		100.0	%		41.95	N	CBD
Four Cambridge Center	East Cambridge MA	1		216,156		100.0	%		46.80	N	CBD
Five Cambridge Center	East Cambridge MA	1		264,708		99.0	%		55.04	N	CBD
Eight Cambridge Center	East Cambridge MA	1		177,226		100.0	%		46.04	N	CBD
Ten Cambridge Center	East Cambridge MA	1		152,664		100.0	%		44.86	N	CBD
Eleven Cambridge Center	East Cambridge MA	1		79,616		100.0	%		56.09	N	CBD
(2) Seventeen Cambridge Center	East Cambridge MA	1		195,191		100.0	%		51.04	N	CBD
University Place	Mid-Cambridge MA	1		195,282		100.0	%		41.78	Y	CBD
Bay Colony Corporate Center	Route 128 Mass Turnpike MA	4		993,664		77.9	%		33.64	N	S
Reservoir Place	Route 128 Mass Turnpike MA	1		527,860		86.3	%		35.08	N	S
Reservoir Place North	Route 128 Mass Turnpike MA	1		73,258		100.0	%		31.33	N	S
140 Kendrick Street	Route 128 Mass Turnpike MA	3		380,987		99.5	%		36.19	N	S
230 CityPoint	Route 128 Mass Turnpike MA	1		300,573		85.1	%		32.73	N	S
77 CityPoint	Route 128 Mass Turnpike MA	1		209,707		82.8	%		46.40	N	S
195 West Street	Route 128 Mass Turnpike MA	1		63,500		100.0	%		38.51	N	S
200 West Street	Route 128 Mass Turnpike MA	1		256,245		96.2	%		31.59	N	S
Weston Corporate Center	Route 128 Mass Turnpike MA	1		356,995		100.0	%		48.12	N	S
Waltham Weston Corporate Center	Route 128 Mass Turnpike MA	1		306,687		93.5	%		32.20	N	S
32 Hartwell Avenue	Route 128 Northwest MA	1		69,154		100.0	%		23.87	N	S
91 Hartwell Avenue	Route 128 Northwest MA	1		120,458		57.8	%		24.65	N	S
92 Hayden Avenue	Route 128 Northwest MA	1		31,100		100.0	%		39.21	N	S
100 Hayden Avenue	Route 128 Northwest MA	1		55,924		100.0	%		39.32	N	S
33 Hayden Avenue	Route 128 Northwest MA	1		80,872		100.0	%		34.32	N	S
Lexington Office Park	Route 128 Northwest MA	2		166,759		93.2	%		28.36	N	S
191 Spring Street	Route 128 Northwest MA	1		158,900		100.0	%		31.24	N	S
181 Spring Street	Route 128 Northwest MA	1		55,793		100.0	%		30.21	N	S
201 Spring Street	Route 128 Northwest MA	1		106,300		100.0	%		35.37	N	S
40 Shattuck Road	Route 128 Northwest MA	1		121,216		86.3	%		19.60	N	S
Quorum Office Park	Route 128 Northwest MA	2		267,527		90.0	%		17.37	N	S

		45		13,247,268		93.1	%	$	47.23

Office/Technical
Seven Cambridge Center	East Cambridge MA	1		231,028		100.0	%	$	88.73	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	%	$	74.27

	Total Boston:	49		13,639,798		92.6	%	$	47.87

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Not included in Same Property analysis.

Boston Properties, Inc.

Second Quarter 2014

In-Service Property Listing (continued)

as of June 30, 2014


											Central
								Annualized		Encumbered	Business
		Number of						Revenue Per		with secured	District (CBD) or
	Sub Market	Buildings	Square Feet		Leased %			Leased SF (1)		debt (Y/N)	Suburban (S)
New York (2)
Office
599 Lexington Avenue	Park Avenue NY	1		1,045,128		99.2	%	$	89.75	Y	CBD
601 Lexington Avenue	Park Avenue NY	1		1,631,300		99.8	%		88.98	Y	CBD
399 Park Avenue	Park Avenue NY	1		1,710,383		99.0	%		86.56	N	CBD
Times Square Tower (55% ownership)	Times Square NY	1		1,245,823		99.7	%		72.04	N	CBD
(3) 767 Fifth Avenue (The GM Building) (60% ownership)	Plaza District NY	1		1,807,945		97.6	%		140.37	Y	CBD
510 Madison Avenue	Fifth/Madison Avenue NY	1		355,598		78.6	%		110.17	N	CBD
540 Madison Avenue (60% ownership)	Fifth/Madison Avenue NY	1		283,695		82.6	%		107.00	Y	CBD

		7		8,079,872		97.5	%	$	98.69

101 Carnegie Center	Princeton NJ	1		125,269		84.0	%	$	30.73	N	S
104 Carnegie Center	Princeton NJ	1		102,830		86.0	%		32.82	N	S
105 Carnegie Center	Princeton NJ	1		69,955		62.7	%		30.48	N	S
201 Carnegie Center	Princeton NJ	—		6,500		100.0	%		31.23	N	S
202 Carnegie Center	Princeton NJ	1		130,582		94.2	%		34.65	N	S
206 Carnegie Center	Princeton NJ	1		161,763		100.0	%		29.22	N	S
210 Carnegie Center	Princeton NJ	1		162,372		79.3	%		35.31	N	S
211 Carnegie Center	Princeton NJ	1		47,025		100.0	%		33.29	N	S
212 Carnegie Center	Princeton NJ	1		151,547		86.7	%		29.78	N	S
214 Carnegie Center	Princeton NJ	1		150,774		72.7	%		32.33	N	S
302 Carnegie Center	Princeton NJ	1		64,926		100.0	%		34.58	N	S
502 Carnegie Center	Princeton NJ	1		122,460		95.5	%		35.52	N	S
504 Carnegie Center	Princeton NJ	1		121,990		100.0	%		32.46	N	S
506 Carnegie Center	Princeton NJ	1		149,110		97.7	%		32.69	N	S
508 Carnegie Center	Princeton NJ	1		133,915		69.4	%		33.25	N	S
510 Carnegie Center	Princeton NJ	1		234,160		100.0	%		30.11	N	S
701 Carnegie Center	Princeton NJ	1		120,000		100.0	%		36.57	N	S

		16		2,055,178		89.6	%	$	32.50

One Tower Center	East Brunswick NJ	1		414,648		33.6	%	$	30.51	N	S

		1		414,648		33.6	%	$	30.51

	Total New York:	24		10,549,698		93.5	%	$	85.36

San Francisco
Office
Embarcadero Center One	CBD San Francisco CA	1		833,438		95.8	%	$	49.19	N	CBD
Embarcadero Center Two	CBD San Francisco CA	1		779,800		97.7	%		52.44	N	CBD
Embarcadero Center Three	CBD San Francisco CA	1		775,063		96.0	%		46.43	N	CBD
Embarcadero Center Four	CBD San Francisco CA	1		934,407		89.8	%		57.09	Y	CBD

		4		3,322,708		94.6	%	$	51.39

611 Gateway	South San Francisco CA	1		260,337		81.2	%	$	35.96	N	S
601 and 651 Gateway	South San Francisco CA	2		506,280		95.2	%		36.74	N	S
(4) North First Business Park	San Jose CA	5		190,636		100.0	%		15.55	N	S
3100-3130 Zanker Road (formerly 3200 Zanker Road)	San Jose CA	4		543,900		19.5	%		20.40	N	S
2440 West El Camino Real	Mountain View CA	1		141,392		100.0	%		49.39	N	S

		13		1,642,545		68.9	%	$	33.06

Office/Technical
(3) Mountain View Research Park	Mountain View CA	16		603,564		91.3	%	$	34.59	N	S
(3) Mountain View Technology Park	Mountain View CA	7		135,279		100.0	%		30.07	N	S
453 Ravendale Drive	Mountain View CA	1		29,620		100.0	%		20.72	N	S

		24		768,463		93.2	%	$	33.22

	Total San Francisco:	41		5,733,716		87.0	%	$	44.60

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region.

(3)	Not included in Same Property analysis.

(4)	Property held for redevelopment.

Boston Properties, Inc.

Second Quarter 2014

In-Service Property Listing (continued)

as of June 30, 2014


	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		631,029		92.3	%	$	55.39	N	CBD
500 E Street, S. W.	Southwest Washington DC	1		251,994		100.0	%		45.41	N	CBD
Metropolitan Square (51% ownership)	East End Washington DC	1		589,288		91.3	%		56.35	Y	CBD
Market Square North (50% ownership)	East End Washington DC	1		406,797		94.0	%		60.68	Y	CBD
505 9th Street, N.W. (50% ownership)	East End Washington DC	1		321,943		100.0	%		70.98	Y	CBD
901 New York Avenue (25% ownership)	East End Washington DC	1		539,679		100.0	%		63.86	Y	CBD
2200 Pennsylvania Avenue	CBD Washington DC	1		458,831		98.1	%		82.26	N	CBD
1333 New Hampshire Avenue	CBD Washington DC	1		315,371		93.3	%		52.18	N	CBD
1330 Connecticut Avenue	CBD Washington DC	1		252,136		100.0	%		58.37	N	CBD
Sumner Square	CBD Washington DC	1		208,892		95.6	%		48.66	N	CBD
500 North Capitol (30% ownership)	Capitol Hill	1		231,411		90.9	%		62.93	Y	CBD
Annapolis Junction (50% ownership)	Anne Arundel County MD	1		117,599		77.1	%		144.56	Y	S
Annapolis Junction Building Six (50% ownership)	Anne Arundel County MD	1		119,339		48.9	%		27.69	Y	S
2600 Tower Oaks Boulevard	Montgomery County MD	1		179,369		76.5	%		36.17	N	S
Wisconsin Place Office	Montgomery County MD	1		299,186		100.0	%		51.66	N	S
Fountain Square (50% ownership)	Fairfax County VA	2		521,696		99.3	%		43.44	Y	S
Fountain Square Retail (50% ownership)	Fairfax County VA	1		234,339		100.0	%		53.03	Y	S
Democracy Tower	Fairfax County VA	1		259,441		100.0	%		55.24	N	S
Kingstowne One	Fairfax County VA	1		151,483		88.6	%		39.87	N	S
Kingstowne Two	Fairfax County VA	1		156,251		70.1	%		42.76	Y	S
Kingstowne Retail	Fairfax County VA	1		88,288		100.0	%		33.63	Y	S
One Freedom Square	Fairfax County VA	1		432,581		100.0	%		44.99	N	S
Two Freedom Square	Fairfax County VA	1		421,142		100.0	%		40.96	N	S
One Reston Overlook	Fairfax County VA	1		319,519		100.0	%		35.22	N	S
Two Reston Overlook	Fairfax County VA	1		134,615		100.0	%		35.06	N	S
One and Two Discovery Square	Fairfax County VA	2		366,990		100.0	%		41.79	N	S
New Dominion Technology Park - Building One	Fairfax County VA	1		235,201		100.0	%		33.58	Y	S
New Dominion Technology Park - Building Two	Fairfax County VA	1		257,400		100.0	%		39.23	Y	S
Reston Corporate Center	Fairfax County VA	2		261,046		100.0	%		38.48	N	S
South of Market	Fairfax County VA	3		623,665		100.0	%		51.74	N	S
One and Two Patriots Park	Fairfax County VA	2		523,482		100.0	%		33.60	N	S
Three Patriots Park	Fairfax County VA	1		182,423		100.0	%		35.65	N	S

		38		10,092,426		96.2	%	$	50.85

Office/Technical
7435 Boston Boulevard	Fairfax County VA	1		103,557		92.8	%	$	22.42	N	S
7451 Boston Boulevard	Fairfax County VA	1		45,615		67.4	%		24.08	N	S
7450 Boston Boulevard	Fairfax County VA	1		62,402		100.0	%		20.86	N	S
7374 Boston Boulevard	Fairfax County VA	1		57,321		100.0	%		17.58	N	S
8000 Grainger Court	Fairfax County VA	1		88,775		100.0	%		21.76	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	%		14.46	N	S
7375 Boston Boulevard	Fairfax County VA	1		26,865		100.0	%		23.49	N	S
8000 Corporate Court	Fairfax County VA	1		52,539		100.0	%		13.69	N	S
7300 Boston Boulevard	Fairfax County VA	1		32,000		100.0	%		20.00	N	S

		11		728,551		96.9	%	$	19.60


	Total Washington, DC:	49		10,820,977		96.3	%	$	48.73


	Total In-Service Properties:	163		40,744,189		93.0	%	$	57.43

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Not included in Same Property analysis.

Boston Properties, Inc.

Second Quarter 2014

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION

TOP 20 TENANTS BY SQUARE FEET LEASED


Tenant		Sq. Ft.			% of Portfolio
1	US Government		2,427,082	(1)		5.96	%
2	Citibank		1,018,432	(2)		2.50	%
3	Bank of America		810,764	(3)		1.99	%
4	Biogen		772,212			1.90	%
5	Wellington Management		707,568			1.74	%
6	Kirkland & Ellis		639,683	(4)		1.57	%
7	Genentech		570,770			1.40	%
8	Ropes & Gray		528,931			1.30	%
9	O’Melveny & Myers		504,902			1.24	%
10	Weil Gotshal Manges		492,015	(5)		1.21	%
11	Shearman & Sterling		472,808			1.16	%
12	State Street Bank and Trust		408,552			1.00	%
13	Microsoft		382,532			0.94	%
14	Finnegan Henderson Farabow		362,405	(6)		0.88	%
15	Ann Inc. (fka Ann Taylor Corp.)		351,026			0.86	%
16	PTC		320,655			0.79	%
17	Google		311,611			0.76	%
18	Mass Financial Services		301,668			0.74	%
19	Bingham McCutchen		301,385			0.74	%
20	Aramis (Estee Lauder)		295,610	(7)		0.73	%

	Total % of Portfolio Square Feet					29.40	%
	Total % of Portfolio Revenue					31.50	%

Notable Signed Deals (8)


Tenant	Property	Sq. Ft.
salesforce.com	Salesforce Tower	714,000
Arnold & Porter	601 Massachusetts Avenue	376,000
Blue Cross and Blue Shield of Massachusetts	101 Huntington Avenue	308,000
Kaye Scholer	250 West 55th Street	260,000

(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)	Includes 295,610 square feet of space in a property in which Boston Properties has a 60% interest.

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

TENANT DIVERSIFICATION (GROSS RENT)

LOGO

Boston Properties, Inc.

Second Quarter 2014

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

2014		1,089,638	$	48,411,417	$	44.43	$	48,683,957	$	44.68		2.96	%
2015		2,334,140		121,498,127		52.05		122,847,999		52.63		6.35	%
2016		2,774,793		135,733,558		48.92		138,475,872		49.90		7.54	%
2017		3,897,852		257,154,445		65.97		261,872,227		67.18		10.60	%
2018		1,888,048		107,633,136		57.01		110,995,097		58.79		5.13	%
2019		3,920,781		222,038,518		56.63		232,110,200		59.20		10.66	%
2020		3,644,494		220,877,966		60.61		238,274,715		65.38		9.91	%
2021		2,279,407		123,908,196		54.36		139,068,783		61.01		6.20	%
2022		3,820,622		210,446,436		55.08		233,974,356		61.24		10.39	%
2023		870,121		45,279,567		52.04		53,540,279		61.53		2.37	%
Thereafter		8,156,247		479,004,781		58.73		578,429,246		70.92		22.18	%

Occupancy By Location (4)


	CBD						Suburban						Total
Location	30-Jun-14			30-Jun-13			30-Jun-14			30-Jun-13			30-Jun-14			30-Jun-13

Boston		95.3	%		97.6	%		89.1	%		82.6	%		93.1	%		92.1	%
New York (5)		97.5	%		95.2	%		80.2	%		77.8	%		93.5	%		91.2	%
San Francisco		94.6	%		94.6	%		68.9	%		78.9	%		86.1	%		89.4	%
Washington, DC		95.6	%		95.5	%		96.6	%		94.3	%		96.2	%		94.8	%

Total Portfolio		96.0	%		96.0	%		88.4	%		86.2	%		93.1	%		92.2	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of 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.

(5)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region. Prior period occupancy have been updated to conform to current period presentation.

Boston Properties, Inc.

Second Quarter 2014

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

2014		297,738	$	6,174,194	$	20.74	$	6,174,194	$	20.74		15.76	%
2015		239,286		6,574,739		27.48		6,640,298		27.75		12.66	%
2016		393,591		24,958,470		63.41		25,382,945		64.49		20.83	%
2017		160,232		5,513,310		34.41		5,804,301		36.22		8.48	%
2018		—		—		—		—		—		0.00	%
2019		340,590		10,907,721		32.03		12,728,388		37.37		18.02	%
2020		79,971		1,285,735		16.08		1,285,735		16.08		4.23	%
2021		109,860		1,727,118		15.72		1,847,892		16.82		5.81	%
2022		—		—		—		—		—		0.00	%
2023		—		—		—		—		—		0.00	%
Thereafter		82,188		1,992,495		24.24		3,755,529		45.69		4.35	%

Occupancy By Location


	CBD						Suburban						Total
Location	30-Jun-14			30-Jun-13			30-Jun-14			30-Jun-13			30-Jun-14			30-Jun-13

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
San Francisco		n/a			n/a			93.2	%		88.3	%		93.2	%		88.3	%
Washington, DC		n/a			n/a			96.9	%		97.8	%		96.9	%		97.8	%

Total Portfolio		100.0	%		100.0	%		89.4	%		87.6	%		91.1	%		89.5	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of 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.

Second Quarter 2014

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

2014		42,331	$	5,275,758	$	124.63	$	5,271,158	$	124.52		2.04	%
2015		115,688		13,787,458		119.18		13,738,418		118.75		5.57	%
2016		199,240		15,677,074		78.68		15,906,267		79.83		9.60	%
2017		208,782		26,539,997		127.12		26,714,191		127.95		10.06	%
2018		242,424		20,183,940		83.26		21,798,183		89.92		11.68	%
2019		75,898		5,566,868		73.35		5,938,848		78.25		3.66	%
2020		147,694		6,972,618		47.21		9,431,799		63.86		7.12	%
2021		122,800		7,876,433		64.14		8,817,348		71.80		5.92	%
2022		238,803		17,958,359		75.20		20,495,597		85.83		11.51	%
2023		193,251		17,176,339		88.88		19,729,614		102.09		9.31	%
Thereafter		488,229		31,941,567		65.42		49,279,020		100.93		23.53	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of 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.

Second Quarter 2014

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

2014		1,429,707	$	59,861,369	$	41.87	$	60,129,309	$	42.06		3.51	%
2015		2,689,114		141,860,323		52.75		143,226,715		53.26		6.60	%
2016		3,367,624		176,369,102		52.37		179,765,084		53.38		8.27	%
2017		4,266,866		289,207,752		67.78		294,390,719		68.99		10.47	%
2018		2,130,472		127,817,076		59.99		132,793,279		62.33		5.23	%
2019		4,337,269		238,513,107		54.99		250,777,435		57.82		10.65	%
2020		3,872,159		229,136,318		59.18		248,992,248		64.30		9.50	%
2021		2,512,067		133,511,747		53.15		149,734,023		59.61		6.17	%
2022		4,059,425		228,404,795		56.27		254,469,953		62.69		9.96	%
2023		1,063,372		62,455,906		58.73		73,269,893		68.90		2.61	%
Thereafter		8,726,664		512,938,843		58.78		631,463,796		72.36		21.42	%

Occupancy By Location (4)


	CBD						Suburban						Total
Location	30-Jun-14			30-Jun-13			30-Jun-14			30-Jun-13			30-Jun-14			30-Jun-13

Boston		95.5	%		97.7	%		87.4	%		81.0	%		92.6	%		91.7	%
New York (5)		97.5	%		95.2	%		80.2	%		77.8	%		93.5	%		91.2	%
San Francisco		94.6	%		94.6	%		76.6	%		81.9	%		87.0	%		89.2	%
Washington, DC		95.6	%		95.5	%		96.7	%		94.7	%		96.3	%		95.0	%

Total Portfolio		96.0	%		96.1	%		88.5	%		86.3	%		93.0	%		92.1	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of 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, excluding our residential and hotel properties.

(5)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region. Prior period occupancy have been updated to conform to current period presentation.

Boston Properties, Inc.

Second Quarter 2014

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

2014		562,461	$	21,703,621	$	38.59	$	21,868,904	$	38.88		—	$	—	$	—	$	—	$	—
2015		912,291		36,336,945		39.83		36,864,562		40.41		—		—		—		—		—
2016		704,598		26,958,044		38.26		27,364,817		38.84		225,532		20,092,752		89.09		20,092,752		89.09
2017		771,131		32,938,186		42.71		33,566,289		43.53		—		—		—		—		—
2018		462,386		17,617,175		38.10		18,430,198		39.86		—		—		—		—		—
2019		1,338,949		60,893,114		45.48		62,934,565		47.00		—		—		—		—		—
2020		415,101		18,653,073		44.94		20,375,052		49.08		—		—		—		—		—
2021		695,711		25,185,640		36.20		26,549,012		38.16		—		—		—		—		—
2022		1,651,300		78,915,250		47.79		85,836,509		51.98		—		—		—		—		—
2023		281,154		16,076,023		57.18		17,850,041		63.49		—		—		—		—		—
Thereafter		3,639,241		189,298,081		52.02		231,924,492		63.73		67,362		1,663,167		24.69		3,374,162		50.09

	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

2014		15,129	$	3,359,450	$	222.05	$	3,354,850	$	221.75		577,590	$	25,063,071	$	43.39	$	25,223,754	$	43.67
2015		44,441		7,076,523		159.23		6,994,923		157.40		956,732		43,413,468		45.38		43,859,485		45.84
2016		13,829		1,861,542		134.61		1,872,535		135.41		943,959		48,912,338		51.82		49,330,104		52.26	(4)
2017		47,148		3,509,844		74.44		3,537,807		75.04		818,279		36,448,030		44.54		37,104,096		45.34
2018		137,623		6,141,419		44.62		6,254,498		45.45		600,009		23,758,594		39.60		24,684,696		41.14
2019		17,092		2,395,683		140.16		2,580,784		150.99		1,356,041		63,288,797		46.67		65,515,349		48.31
2020		92,818		3,900,629		42.02		6,075,116		65.45		507,919		22,553,702		44.40		26,450,168		52.08
2021		38,642		2,470,005		63.92		2,678,209		69.31		734,353		27,655,645		37.66		29,227,221		39.80
2022		126,196		5,722,013		45.34		6,356,702		50.37		1,777,496		84,637,263		47.62		92,193,210		51.87
2023		76,325		6,912,523		90.57		7,623,983		99.89		357,479		22,988,546		64.31		25,474,024		71.26
Thereafter		196,050		8,673,066		44.24		9,922,054		50.61		3,902,653		199,634,313		51.15		245,220,708		62.83

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of 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 $39.85 per square foot and $40.44 per square foot, respectively, in 2016.

Boston Properties, Inc.

Second Quarter 2014

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 2014		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2014		15,271		693,984		45.44		693,984		45.44	(4)		—		—		—		—		—
Q3 2014		174,492		6,235,262		35.73		6,400,544		36.68			—		—		—		—		—
Q4 2014		372,698		14,774,376		39.64		14,774,376		39.64			—		—		—		—		—

Total 2014		562,461	$	21,703,621	$	38.59	$	21,868,904	$	38.88			—	$	—	$	—	$	—	$	—

Q1 2015		201,823	$	9,248,239	$	45.82	$	9,281,189	$	45.99			—	$	—	$	—	$	—	$	—
Q2 2015		223,497		8,259,497		36.96		8,526,495		38.15			—		—		—		—		—
Q3 2015		246,834		11,581,683		46.92		11,609,253		47.03			—		—		—		—		—
Q4 2015		240,137		7,247,526		30.18		7,447,624		31.01			—		—		—		—		—

Total 2015		912,291	$	36,336,945	$	39.83	$	36,864,562	$	40.41			—	$	—	$	—	$	—	$	—


	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 2014		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2014		4,384		713,194		162.68		661,194		150.82	(4)		19,655		1,407,178		71.59		1,355,178		68.95	(4)
Q3 2014		2,762		1,358,591		491.89		1,365,791		494.49			177,254		7,593,853		42.84		7,766,335		43.81
Q4 2014		7,983		1,287,665		161.30		1,327,865		166.34			380,681		16,062,041		42.19		16,102,241		42.30

Total 2014		15,129	$	3,359,450	$	222.05	$	3,354,850	$	221.75			577,590	$	25,063,071	$	43.39	$	25,223,754	$	43.67

Q1 2015		42,011	$	6,206,271	$	147.73	$	6,141,471	$	146.19			243,834	$	15,454,510	$	63.38	$	15,422,661	$	63.25
Q2 2015		1,399		760,543		543.63		743,743		531.62			224,896		9,020,039		40.11		9,270,238		41.22
Q3 2015		25		57,160		2,286.40		57,160		2,286.40			246,859		11,638,843		47.15		11,666,414		47.26
Q4 2015		1,006		52,549		52.24		52,549		52.24			241,143		7,300,075		30.27		7,500,173		31.10

Total 2015		44,441	$	7,076,523	$	159.23	$	6,994,923	$	157.40			956,732	$	43,413,468	$	45.38	$	43,859,485	$	45.84

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of 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 June 30, 2014.

Boston Properties, Inc.

Second Quarter 2014

IN-SERVICE NEW YORK REGION PROPERTIES

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


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

2014		192,993	$	10,374,066	$	53.75	$	10,335,496	$	53.55		—	$	—	$	—	$	—	$	—
2015		423,538		28,093,359		66.33		28,181,207		66.54		—		—		—		—		—
2016		631,227		46,809,949		74.16		48,118,041		76.23		—		—		—		—		—
2017		1,592,863		146,893,196		92.22		148,151,274		93.01		—		—		—		—		—
2018		550,225		47,191,746		85.77		46,912,629		85.26		—		—		—		—		—
2019		1,284,276		101,038,076		78.67		103,607,550		80.67		—		—		—		—		—
2020		1,608,203		120,622,916		75.00		128,454,495		79.87		—		—		—		—		—
2021		301,705		31,370,273		103.98		34,887,781		115.64		—		—		—		—		—
2022		871,138		70,726,368		81.19		76,559,287		87.88		—		—		—		—		—
2023		81,115		6,952,380		85.71		7,611,893		93.84		—		—		—		—		—
Thereafter		2,250,630		173,344,220		77.02		208,199,565		92.51		—		—		—		—		—

	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

2014		6,185	$	779,803	$	126.08	$	779,803	$	126.08		199,178	$	11,153,869	$	56.00	$	11,115,299	$	55.81
2015		3,000		2,368,386		789.46		2,368,386		789.46		426,538		30,461,745		71.42		30,549,593		71.62
2016		79,292		7,899,651		99.63		8,038,795		101.38		710,519		54,709,600		77.00		56,156,837		79.04
2017		78,027		18,232,903		233.67		18,232,903		233.67		1,670,890		165,126,098		98.83		166,384,177		99.58
2018		6,514		7,900,000		1,212.77		9,158,265		1,405.94		556,739		55,091,746		98.95		56,070,894		100.71
2019		877		71,149		81.13		77,929		88.86		1,285,153		101,109,225		78.67		103,685,479		80.68
2020		4,195		260,818		62.17		267,179		63.69		1,612,398		120,883,734		74.97		128,721,674		79.83
2021		2,056		233,179		113.41		279,925		136.15		303,761		31,603,452		104.04		35,167,706		115.77
2022		59,437		9,498,289		159.80		11,066,836		186.19		930,575		80,224,657		86.21		87,626,123		94.16
2023		33,292		6,385,914		191.82		7,749,177		232.76		114,407		13,338,294		116.59		15,361,069		134.27
Thereafter		70,237		15,431,666		219.71		29,455,181		419.37		2,320,867		188,775,886		81.34		237,654,747		102.40

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of joint venture properties.

(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)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region.

Boston Properties, Inc.

Second Quarter 2014

IN-SERVICE NEW YORK REGION PROPERTIES

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


	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 2014		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2014		11,093		1,716,573		154.74		1,716,573		154.74	(5)		—		—		—		—		—
Q3 2014		109,936		6,178,019		56.20		6,139,449		55.85			—		—		—		—		—
Q4 2014		71,964		2,479,475		34.45		2,479,475		34.45			—		—		—		—		—

Total 2014		192,993	$	10,374,066	$	53.75	$	10,335,496	$	53.55			—	$	—	$	—	$	—	$	—

Q1 2015		58,689	$	3,073,308	$	52.37	$	3,115,967	$	53.09			—	$	—	$	—	$	—	$	—
Q2 2015		180,006		8,295,033		46.08		8,337,563		46.32			—		—		—		—		—
Q3 2015		71,798		6,776,881		94.39		6,776,881		94.39			—		—		—		—		—
Q4 2015		113,045		9,948,136		88.00		9,950,795		88.03			—		—		—		—		—

Total 2015		423,538	$	28,093,359	$	66.33	$	28,181,207	$	66.54			—	$	—	$	—	$	—	$	—


	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 2014		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2014		—		—		—		—		—			11,093		1,716,573		154.74		1,716,573		154.74	(5)
Q3 2014		—		—		—		—		—			109,936		6,178,019		56.20		6,139,449		55.85
Q4 2014		6,185		779,803		126.08		779,803		126.08			78,149		3,259,278		41.71		3,259,278		41.71

Total 2014		6,185	$	779,803	$	126.08	$	779,803	$	126.08			199,178	$	11,153,869	$	56.00	$	11,115,299	$	55.81

Q1 2015		—	$	—	$	—	$	—	$	—			58,689	$	3,073,308	$	52.37	$	3,115,967	$	53.09
Q2 2015		3,000		2,368,386		789.46		2,368,386		789.46			183,006		10,663,419		58.27		10,705,949		58.50
Q3 2015		—		—		—		—		—			71,798		6,776,881		94.39		6,776,881		94.39
Q4 2015		—		—		—		—		—			113,045		9,948,136		88.00		9,950,795		88.03

Total 2015		3,000	$	2,368,386	$	789.46	$	2,368,386	$	789.46			426,538	$	30,461,745	$	71.42	$	30,549,593	$	71.62

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of joint venture properties.

(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)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region.

(5)	Represents leases that were occupied as of and expired on June 30, 2014.

Boston Properties, Inc.

Second Quarter 2014

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

2014		107,606	$	4,501,375	$	41.83	$	4,501,375	$	41.83		49,668	$	1,616,634	$	32.55	$	1,616,634	$	32.55
2015		319,774		13,667,807		42.74		13,760,941		43.03		73,062		2,454,225		33.59		2,512,264		34.39
2016		1,104,047		46,773,817		42.37		47,284,065		42.83		134,659		4,106,833		30.50		4,494,083		33.37
2017		510,323		21,600,802		42.33		22,998,804		45.07		146,824		5,235,178		35.66		5,512,525		37.55
2018		159,053		9,212,580		57.92		9,779,649		61.49		—		—		—		—		—
2019		388,524		16,563,675		42.63		18,511,841		47.65		308,590		10,267,721		33.27		12,008,068		38.91
2020		500,268		29,289,347		58.55		31,439,225		62.84		—		—		—		—		—
2021		190,102		9,554,102		50.26		10,407,480		54.75		—		—		—		—		—
2022		452,576		18,380,805		40.61		21,394,298		47.27		—		—		—		—		—
2023		111,517		5,319,006		47.70		6,733,431		60.38		—		—		—		—		—
Thereafter		581,463		30,956,676		53.24		36,860,330		63.39		—		—		—		—		—

	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

2014		5,956	$	286,050	$	48.03	$	286,050	$	48.03		163,230	$	6,404,058	$	39.23	$	6,404,058	$	39.23
2015		9,191		702,303		76.41		706,962		76.92		402,027		16,824,335		41.85		16,980,167		42.24
2016		39,764		2,030,139		51.05		2,051,148		51.58		1,278,470		52,910,788		41.39		53,829,296		42.10
2017		16,079		1,078,545		67.08		1,115,094		69.35		673,226		27,914,524		41.46		29,626,423		44.01
2018		32,264		1,948,297		60.39		1,974,666		61.20		191,317		11,160,877		58.34		11,754,315		61.44
2019		11,730		673,334		57.40		717,559		61.17		708,844		27,504,730		38.80		31,237,468		44.07
2020		28,116		1,556,457		55.36		1,696,490		60.34		528,384		30,845,804		58.38		33,135,716		62.71
2021		15,458		921,937		59.64		1,000,681		64.74		205,560		10,476,039		50.96		11,408,162		55.50
2022		27,445		1,050,440		38.27		1,137,744		41.46		480,021		19,431,244		40.48		22,532,042		46.94
2023		27,788		1,483,522		53.39		1,600,164		57.58		139,305		6,802,528		48.83		8,333,595		59.82
Thereafter		21,356		1,151,509		53.92		1,434,536		67.17		602,819		32,108,185		53.26		38,294,865		63.53

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of joint venture properties.

(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.

Second Quarter 2014

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 2014		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2014		—		—		—		—		—		—		—		—		—		—
Q3 2014		19,226		1,061,990		55.24		1,061,990		55.24		49,668		1,616,634		32.55		1,616,634		32.55
Q4 2014		88,380		3,439,385		38.92		3,439,385		38.92		—		—		—		—		—

Total 2014		107,606	$	4,501,375	$	41.83	$	4,501,375	$	41.83		49,668	$	1,616,634	$	32.55	$	1,616,634	$	32.55

Q1 2015		47,733	$	1,880,810	$	39.40	$	1,888,970	$	39.57		17,720	$	510,567	$	28.81	$	510,567	$	28.81
Q2 2015		63,983		2,729,769		42.66		2,731,559		42.69		8,152		233,817		28.68		238,708		29.28
Q3 2015		111,325		5,897,107		52.97		5,890,381		52.91		26,914		1,031,751		38.34		1,054,132		39.17
Q4 2015		96,733		3,160,120		32.67		3,250,031		33.60		20,276		678,090		33.44		708,857		34.96

Total 2015		319,774	$	13,667,807	$	42.74	$	13,760,941	$	43.03		73,062	$	2,454,225	$	33.59	$	2,512,264	$	34.39


	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 2014		—	$	—	$	—	$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2014		—		—		—		—		—		—		—		—		—		—
Q3 2014		3,356		161,403		48.09		161,403		48.09		72,250		2,840,027		39.31		2,840,027		39.31
Q4 2014		2,600		124,646		47.94		124,646		47.94		90,980		3,564,031		39.17		3,564,031		39.17

Total 2014		5,956	$	286,050	$	48.03	$	286,050	$	48.03		163,230	$	6,404,058	$	39.23	$	6,404,058	$	39.23

Q1 2015		2,124	$	202,124	$	95.16	$	202,124	$	95.16		67,577	$	2,593,501	$	38.38	$	2,601,661	$	38.50
Q2 2015		2,619		176,087		67.23		176,087		67.23		74,754		3,139,674		42.00		3,146,354		42.09
Q3 2015		1,624		108,982		67.11		108,982		67.11		139,863		7,037,840		50.32		7,053,495		50.43
Q4 2015		2,824		215,109		76.17		219,769		77.82		119,833		4,053,320		33.82		4,178,657		34.87

Total 2015		9,191	$	702,303	$	76.41	$	706,962	$	76.92		402,027	$	16,824,335	$	41.85	$	16,980,167	$	42.24

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of joint venture properties.

(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.

Second Quarter 2014

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

2014		226,578	$	11,832,355	$	52.22	$	11,978,183	$	52.87	(4)		248,070	$	4,557,560	$	18.37	$	4,557,560	$	18.37
2015		678,537		43,400,016		63.96		44,041,290		64.91	(4)		166,224		4,120,514		24.79		4,128,034		24.83
2016		334,921		15,191,748		45.36		15,708,948		46.90			33,400		758,886		22.72		796,110		23.84
2017		1,023,535		55,722,261		54.44		57,155,859		55.84			13,408		278,133		20.74		291,776		21.76
2018		716,384		33,611,635		46.92		35,872,621		50.07			—		—		—		—		—
2019		909,032		43,543,653		47.90		47,056,243		51.77			32,000		640,000		20.00		720,320		22.51
2020		1,120,922		52,312,629		46.67		58,005,942		51.75			79,971		1,285,735		16.08		1,285,735		16.08
2021		1,091,889		57,798,181		52.93		67,224,510		61.57			109,860		1,727,118		15.72		1,847,892		16.82
2022		845,608		42,424,013		50.17		50,184,263		59.35			—		—		—		—		—
2023		396,335		16,932,157		42.72		21,344,914		53.86			—		—		—		—		—
Thereafter		1,684,913		85,405,805		50.69		101,444,860		60.21			14,826		329,328		22.21		381,367		25.72

	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

2014		15,061	$	850,456	$	56.47	$	850,456	$	56.47			489,709	$	17,240,371	$	35.21	$	17,386,199	$	35.50
2015		59,056		3,640,246		61.64		3,668,147		62.11			903,817		51,160,776		56.61		51,837,470		57.35
2016		66,355		3,885,742		58.56		3,943,789		59.43			434,676		19,836,375		45.63		20,448,847		47.04
2017		67,528		3,718,706		55.07		3,828,388		56.69			1,104,471		59,719,100		54.07		61,276,023		55.48
2018		66,023		4,194,224		63.53		4,410,753		66.81			782,407		37,805,859		48.32		40,283,374		51.49
2019		46,199		2,426,702		52.53		2,562,576		55.47			987,231		46,610,355		47.21		50,339,139		50.99
2020		22,565		1,254,714		55.60		1,393,013		61.73			1,223,458		54,853,078		44.83		60,684,690		49.60
2021		66,644		4,251,312		63.79		4,858,533		72.90			1,268,393		63,776,611		50.28		73,930,935		58.29
2022		25,725		1,687,617		65.60		1,934,314		75.19			871,333		44,111,630		50.63		52,118,577		59.81
2023		55,846		2,394,381		42.87		2,756,291		49.36			452,181		19,326,538		42.74		24,101,205		53.30
Thereafter		200,586		6,685,326		33.33		8,467,249		42.21			1,900,325		92,420,459		48.63		110,293,476		58.04

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

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

(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 90,654 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from 2014 and 2015, the current and future expiring rental rate would be (i) $45.41 per square foot and $46.10 per square foot, respectively, for 2014 and (ii) $53.92 per square foot and $54.99 per square foot, respectively, for 2015.

Boston Properties, Inc.

Second Quarter 2014

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 2014		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2014		—		—		—		—		—			—		—		—		—		—
Q3 2014		85,622		5,536,923		64.67		5,536,923		64.67	(4)		155,800		2,510,905		16.12		2,510,905		16.12
Q4 2014		140,956		6,295,431		44.66		6,441,259		45.70			92,270		2,046,655		22.18		2,046,655		22.18

Total 2014		226,578	$	11,832,355	$	52.22	$	11,978,183	$	52.87			248,070	$	4,557,560	$	18.37	$	4,557,560	$	18.37

Q1 2015		190,563	$	9,850,650	$	51.69	$	9,931,007	$	52.11			—	$	—	$	—	$	—	$	—
Q2 2015		216,481		18,887,426		87.25		19,087,302		88.17	(5)		23,439		512,511		21.87		512,511		21.87
Q3 2015		43,753		2,444,606		55.87		2,487,755		56.86			14,338		308,532		21.52		316,053		22.04
Q4 2015		227,740		12,217,334		53.65		12,535,225		55.04			128,447		3,299,470		25.69		3,299,470		25.69

Total 2015		678,537	$	43,400,016	$	63.96	$	44,041,290	$	64.91			166,224	$	4,120,514	$	24.79	$	4,128,034	$	24.83


	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 2014		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2014		—		—		—		—		—			—		—		—		—		—
Q3 2014		—		—		—		—		—			241,422		8,047,828		33.34		8,047,828		33.34
Q4 2014		15,061		850,456		56.47		850,456		56.47			248,287		9,192,542		37.02		9,338,370		37.61

Total 2014		15,061	$	850,456	$	56.47	$	850,456	$	56.47			489,709	$	17,240,371	$	35.21	$	17,386,199	$	35.50

Q1 2015		14,351	$	961,169	$	66.98	$	961,807	$	67.02			204,914	$	10,811,819	$	52.76	$	10,892,814	$	53.16
Q2 2015		3,856		300,433		77.91		300,433		77.91			243,776		19,700,370		80.81		19,900,246		81.63
Q3 2015		24,218		1,405,564		58.04		1,414,749		58.42			82,309		4,158,702		50.53		4,218,557		51.25
Q4 2015		16,631		973,080		58.51		991,158		59.60			372,818		16,489,884		44.23		16,825,853		45.13

Total 2015		59,056	$	3,640,246	$	61.64	$	3,668,147	$	62.11			903,817	$	51,160,776	$	56.61	$	51,837,470	$	57.35

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

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

(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 15,580 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from Q3 2014, the current and future expiring rental rate would be $46.92 per square foot and $46.92 per square foot, respectively.

(5)	Includes 75,074 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from Q2 2015, the current and future expiring rental rate would be $56.77 per square foot and $58.19 per square foot, respectively.

Boston Properties, Inc.

Second Quarter 2014

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

2014		416,677	$	19,707,277	$	47.30	$	19,726,771	$	47.34	(4)		89,172	$	4,421,718	$	49.59	$	4,421,718	$	49.59
2015		484,386		28,722,930		59.30		28,721,571		59.29	(4)		222,675		11,155,933		50.10		11,178,396		50.20
2016		397,598		29,880,659		75.15		29,892,190		75.18	(5)		921,103		44,524,297		48.34		44,818,509		48.66
2017		310,506		20,351,686		65.54		20,562,696		66.22			298,860		15,292,546		51.17		16,142,178		54.01
2018		264,749		13,469,519		50.88		13,795,980		52.11			180,705		10,803,502		59.79		11,353,902		62.83
2019		859,035		44,782,103		52.13		46,369,326		53.98			208,632		10,683,222		51.21		11,676,850		55.97
2020		387,344		19,070,357		49.23		22,439,577		57.93			514,224		30,175,937		58.68		32,379,375		62.97
2021		386,106		19,713,405		51.06		20,927,820		54.20			205,560		10,476,039		50.96		11,408,162		55.50
2022		1,237,604		64,813,497		52.37		72,258,623		58.39			189,573		8,624,674		45.50		9,735,288		51.35
2023		334,282		22,314,522		66.75		24,702,769		73.90			98,648		4,786,900		48.53		5,518,204		55.94
Thereafter		3,289,823		173,962,814		52.88		216,362,914		65.77			602,819		32,108,185		53.26		38,294,865		63.53

	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

2014		59,761	$	6,915,715	$	115.72	$	6,915,715	$	115.72			133,500	$	6,482,579	$	48.56	$	6,482,579	$	48.56
2015		179,087		22,048,153		123.11		22,144,133		123.65			411,262		24,977,220		60.73		25,360,543		61.67
2016		507,392		47,943,899		94.49		49,215,407		97.00			51,881		2,941,424		56.70		2,998,282		57.79
2017		1,509,816		159,414,937		105.59		160,591,593		106.37			835,220		47,144,528		56.45		47,893,718		57.34
2018		353,522		48,505,848		137.21		49,176,264		139.10			128,948		8,179,812		63.43		8,752,243		67.87
2019		1,022,875		92,472,096		90.40		94,512,640		92.40			424,295		23,950,560		56.45		26,747,235		63.04
2020		1,378,238		113,833,753		82.59		120,290,150		87.28			467,695		24,451,893		52.28		27,478,490		58.75
2021		228,768		29,274,080		127.96		32,660,093		142.77			546,807		33,770,106		61.76		39,167,167		71.63
2022		900,838		79,318,160		88.05		86,660,152		96.20			309,272		20,850,076		67.42		24,071,257		77.83
2023		106,108		13,077,301		123.25		15,083,478		142.15			57,290		3,600,416		62.85		4,462,320		77.89
Thereafter		1,887,508		174,449,639		92.42		221,894,750		117.56			668,184		47,177,291		70.61		59,326,324		88.79

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of 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 retail space, current and future expiring rents would be $40.71 per square foot and $40.77 per square foot, respectively, in 2014 and $49.20 per square foot and $49.38 per square foot, respectively, in 2015.

(5)	Includes 225,532 square feet of research/laboratory space. Excluding the research/laboratory space, current and future expiring rents would be $56.32 per square foot and $56.36 per square foot, respectively, in 2016.

Boston Properties, Inc.

Second Quarter 2014

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

2014		160,913	$	5,355,795	$	33.28	$	5,496,983	$	34.16		74,058	$	1,982,340	$	26.77	$	1,982,340	$	26.77
2015		472,346		14,690,538		31.10		15,137,914		32.05		179,352		5,668,402		31.60		5,801,771		32.35
2016		546,361		19,031,679		34.83		19,437,914		35.58		357,367		8,386,491		23.47		9,010,787		25.21
2017		507,773		16,096,344		31.70		16,541,400		32.58		374,366		12,621,978		33.72		13,484,245		36.02
2018		335,260		10,289,075		30.69		10,888,717		32.48		10,612		357,376		33.68		400,413		37.73
2019		497,006		18,506,694		37.24		19,146,023		38.52		500,212		16,821,508		33.63		19,560,618		39.10
2020		120,575		3,483,345		28.89		4,010,591		33.26		14,160		669,867		47.31		756,341		53.41
2021		348,247		7,942,239		22.81		8,299,401		23.83		—		—		—		—		—
2022		539,892		19,823,767		36.72		19,934,588		36.92		290,448		10,806,571		37.21		12,796,754		44.06
2023		23,197		674,024		29.06		771,255		33.25		40,657		2,015,628		49.58		2,815,391		69.25
Thereafter		612,830		25,671,500		41.89		28,857,794		47.09		—		—		—		—		—

	New York(4)										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

2014		139,417	$	4,238,154	$	30.40	$	4,199,583	$	30.12		356,209	$	10,757,792	$	30.20	$	10,903,620	$	30.61	(5)
2015		247,451		8,413,592		34.00		8,405,460		33.97		492,555		26,183,556		53.16		26,476,928		53.75	(5)
2016		203,127		6,765,702		33.31		6,941,430		34.17		382,795		16,894,951		44.14		17,450,565		45.59
2017		161,074		5,711,161		35.46		5,792,584		35.96		269,251		12,574,572		46.70		13,382,304		49.70
2018		203,217		6,585,898		32.41		6,894,630		33.93		653,459		29,626,046		45.34		31,531,130		48.25
2019		262,278		8,637,129		32.93		9,172,840		34.97		562,936		22,659,795		40.25		23,591,904		41.91
2020		234,160		7,049,980		30.11		8,431,524		36.01		755,763		30,401,184		40.23		33,206,200		43.94
2021		74,993		2,329,372		31.06		2,507,613		33.44		721,586		30,006,506		41.58		34,763,768		48.18
2022		29,737		906,498		30.48		965,971		32.48		562,061		23,261,554		41.39		28,047,320		49.90
2023		8,299		260,993		31.45		277,591		33.45		394,891		15,726,122		39.82		19,638,885		49.73
Thereafter		433,359		14,326,247		33.06		15,759,997		36.37		1,232,141		45,243,167		36.72		50,967,152		41.36

(1)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(2)	Includes 100% of 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)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region.

(5)

Includes 90,654 square feet of Sensitive Compartmented Information Facility (SCIF) space. Excluding the SCIF space from 2014 and 2015, the current and future expiring rental rate would be (i) $20.26 per square foot and $20.26 per square foot, respectively, for 2014 and (ii) $35.37 per square foot and $36.40 per square foot, respectively, for 2015.

Boston Properties, Inc.

Second Quarter 2014

RESIDENTIAL and HOTEL PERFORMANCE


*Rental Rates and Occupancy*	Second Quarter 2014			Second Quarter 2013			Percent Change			YTD 2014			YTD 2013			Percent Change
*The Avant at Reston Town Center (359 units) (1)* *Reston, VA*
Average Monthly Rental Rate (2)	$	2,203			N/A			N/A		$	2,108			N/A			N/A
Average Rental Rate Per Occupied Square Foot (2)	$	2.40			N/A			N/A		$	2.30			N/A			N/A
Average Physical Occupancy (2) (3)		25.7	%		N/A			N/A			18.1	%		N/A			N/A
Average Economic Occupancy (3)		21.9	%		N/A			N/A			14.6	%		N/A			N/A

*Residences on The Avenue (335 units)* *located at 2221 I Street, NW, Washington, DC*
Average Monthly Rental Rate (4)	$	3,165		$	3,304			(4.2	%)	$	3,173		$	3,332			(4.8	%)
Average Rental Rate Per Occupied Square Foot (4)	$	3.88		$	4.05			(4.2	%)	$	3.89		$	4.08			(4.7	%)
Average Physical Occupancy (3) (4)		91.3	%		93.2	%		(2.0	%)		91.9	%		93.0	%		(1.2	%)
Average Economic Occupancy (3)		90.5	%		92.9	%		(2.6	%)		91.1	%		92.7	%		(1.7	%)

*The Lofts at Atlantic Wharf (86 units)*
*Boston, MA*
Average Monthly Rental Rate (5)	$	3,912		$	3,651			7.1	%	$	3,919		$	3,714			5.5	%
Average Rental Rate Per Occupied Square Foot (5)	$	4.39		$	4.09			7.3	%	$	4.38		$	4.14			5.8	%
Average Physical Occupancy (3) (5)		95.4	%		97.7	%		(2.4	%)		96.1	%		98.6	%		(2.5	%)
Average Economic Occupancy (3)		95.8	%		93.5	%		2.5	%		96.8	%		96.7	%		0.1	%

*Cambridge Center Marriott (433 rooms)*
*Cambridge, MA*
Average Occupancy		87.3	%		83.1	%		5.1	%		82.5	%		78.2	%		5.5	%
Average Daily Rate	$	273.22		$	252.29			8.3	%	$	239.30		$	224.99			6.4	%
Revenue per available room	$	238.55		$	209.62			13.8	%	$	197.44		$	176.03			12.2	%


*Net Operating Income (in thousands)*	Residential									Hotel
	Second Quarter 2014			Second Quarter 2013			Percent Change			Second Quarter 2014		Second Quarter 2013		Percent Change
Rental Revenue	$	6,298	(6)	$	5,484	(6)		14.8	%	$	12,367	$	11,118		11.2	%
Operating expenses and real estate taxes		3,936			2,830			39.1	%		7,315		7,335		(0.3	%)

Net Operating Income	$	2,362	(6)	$	2,654	(6)		(11.0	%)	$	5,052	$	3,783		33.5	%

Less: Straight line rent and fair value lease revenue		85			107			(20.6	%)		1		1		—

Rental Revenue - cash basis		6,213			5,377			15.5	%		12,366		11,117		11.2	%
Less: Operating expenses and real estate taxes		3,936			2,830			39.1	%		7,315		7,335		(0.3	%)
Add: Straight line ground rent expense		522			537			(2.8	%)		—		—		—

Net Operating Income - cash basis	$	2,799		$	3,084			(9.2	%)	$	5,051	$	3,782		33.6	%

(1)	Not included in Same Property analysis. Property is a new development and lease up commenced December 2013.

(2)	Excludes 26,179 square feet of retail space which is 66.3% occupied but 100% leased.

(3)	For disclosures related to our definition of Average Physical and Average Economic Occupancy, see page 50.

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

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

(6)	Includes 85,324 square feet of retail space which had revenue of approximately $1.1 million for the quarter ended June 30, 2014 and 59,145 square feet of retail space which had revenue of approximately $0.9 million for the quarter ended June 30, 2013.

Boston Properties, Inc.

Second Quarter 2014

OCCUPANCY ANALYSIS


*Same Property Occupancy⁽¹⁾ - By Location*
	CBD						Suburban						Total
Location	30-Jun-14			30-Jun-13			30-Jun-14			30-Jun-13			30-Jun-14			30-Jun-13
Boston		95.4	%		97.6	%		87.4	%		81.0	%		92.5	%		91.6	%
New York (2)		97.5	%		95.2	%		80.2	%		77.8	%		92.6	%		90.3	%
San Francisco		94.6	%		94.6	%		69.4	%		79.1	%		86.2	%		89.4	%
Washington, DC		95.6	%		95.3	%		96.7	%		94.9	%		96.3	%		95.1	%

Total Portfolio		95.9	%		96.0	%		88.3	%		86.2	%		92.8	%		92.0	%


*Same Property Occupancy⁽¹⁾ - By Type of Property*
	CBD						Suburban						Total
	30-Jun-14			30-Jun-13			30-Jun-14			30-Jun-13			30-Jun-14			30-Jun-13
Total Office Portfolio		95.8	%		96.0	%		88.4	%		86.1	%		92.9	%		92.0	%
Total Office/Technical Portfolio		100.0	%		100.0	%		86.3	%		88.6	%		89.9	%		91.5	%

Total Portfolio		95.9	%		96.0	%		88.3	%		86.2	%		92.8	%		92.0	%

(1)	For disclosures related to our definition of Same Property, see page 49.

(2)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region. Prior period occupancy have been updated to conform to current period presentation.

Boston Properties, Inc.

Second Quarter 2014

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel & Residential Properties


	Office			Office/Technical			Hotel & Residential (1)			Total
Number of Properties		122			16			3			141
Square feet		36,851,509			1,150,701			744,407			38,746,617
Percent of properties in-service		94.8	%		60.9	%		67.7	%		92.6	%
Occupancy @ 06/30/2013		92.0	%		91.5	%		N/A			92.0	%
Occupancy @ 06/30/2014		92.9	%		89.9	%		N/A			92.8	%
Percent change from 2nd quarter 2014 over 2nd quarter 2013 (2):
Rental revenue		3.6	%		0.2	%		7.8	%
Operating expenses and real estate taxes		4.0	%		7.8	%		2.4	%
Consolidated Net Operating Income (3) - excluding hotel & residential											3.2	%(2)
Consolidated Net Operating Income (3) - Hotel & residential											16.3	%(2)
Net Operating Income - BXP’s share of unconsolidated joint ventures (3) (4)											3.1	%(2)
Combined Net Operating Income (3)											3.5	%

Rental revenue - cash basis		6.7	%		(3.8	%)		8.0	%
Consolidated Net Operating Income (3) - cash basis (5) excluding hotel & residential		8.3	%		(8.1	%)					7.9	%(2)
Consolidated Net Operating Income (3) - cash basis (5) - Hotel & residential											15.4	%(2)
Net Operating Income - cash basis (5) - BXP’s share of unconsolidated joint ventures											8.2	%(2)
Combined Net Operating Income (3) - cash basis (5)											8.1	%

Same Property Lease Analysis - quarter ended June 30, 2014


	Office			Office/Technical			Total
Vacant space available @ 4/01/2014 (sf)		2,895,889			86,467			2,982,356
Square footage of leases expiring or terminated 4/1/2014-6/30/2014		774,333			—			774,333

Total space for lease (sf)		3,670,222			86,467			3,756,689

New tenants (sf)		550,365			—			550,365
Renewals (sf)		458,503			—			458,503

Total space leased (sf)		1,008,868			—			1,008,868

Space available @ 6/30/2014 (sf)		2,661,354			86,467			2,747,821

Net (increase)/decrease in available space (sf)		234,535			—			234,535

Second generation leasing information: (6)
Leases commencing during the period (sf)		959,393			—			959,393
Average lease term (months)		56			—			56
Average free rent period (days)		37			—			37
Total transaction costs per square foot (7)	$	21.74		$	—		$	21.74
Increase (decrease) in gross rents (8)		4.59	%		0.00	%		4.59	%
Increase (decrease) in net rents (9)		6.73	%		0.00	%		6.73	%

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

(2)	See page 42 for a quantitative reconciliation of Same Property Net Operating Income (NOI) by reportable segment.

(3)	For a quantitative reconciliation of NOI to Net income attributable to Boston Properties, Inc., see page 41. For disclosures relating to our use of Combined NOI and Consolidated NOI, see page 49.

(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 41.

(6)	Second generation leases are defined as leases for space that had previously been under lease by the Company. Of the 959,393 square feet of second generation leases that commenced in Q2 2014, leases for 568,114 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 802,009 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 802,009 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.

Second Quarter 2014

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	June 30, 2014			June 30, 2013
	*(in thousands)*
Net income attributable to Boston Properties, Inc.	$	79,145		$	455,035
Net income attributable to noncontrolling interests:
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—			333
Noncontrolling interest - common units of the Operating Partnership		8,883			50,489
Noncontrolling interest - redeemable preferred units of the Operating Partnership		320			1,123
Noncontrolling interests in property partnerships (1)		7,553			(219	)
Discontinued operations:
Income from discontinued operations		—			(3,315	)

Income from continuing operations		95,901			503,446

Add:
Interest expense		110,977			103,140
Depreciation and amortization		154,628			133,456
Transaction costs		661			535
General and administrative expense		23,271			24,316
Subtract:
Gains from early extinguishments of debt		—			(152	)
Gains from investments in securities		(662	)		(181	)
Interest and other income		(2,109	)		(1,296	)
Gains on consolidation of joint ventures		—			(387,801	)
Income from unconsolidated joint ventures		(2,834	)		(48,783	)
Development and management services income		(6,506	)		(7,855	)

Consolidated Net Operating Income		373,327			318,825
Net Operating Income from unconsolidated joint ventures (BXP’s share) (2)		11,123			37,669

Combined Net Operating Income	$	384,450		$	356,494


Same Property Net Operating Income		320,141			309,349
Net Operating Income from non Same Properties (3)		63,282			46,857
Termination income		1,027			288

Combined Net Operating Income	$	384,450		$	356,494


Same Property Net Operating Income		320,141			309,349
Subtract:
Straight-line rent and fair value lease revenue		(3,915	)		(18,007	)
Add:
Straight-line ground rent expense		1,708			1,785
Lease transaction costs which qualify as Inducements in accordance with GAAP (4)		1,327			2,346

Same Property Net Operating Income - cash basis	$	319,261		$	295,473

(1)	These partnerships include 505 9th Street in Washington, D.C., Fountain Square in Reston, VA, 767 Fifth Avenue (The General Motors Building) in New York City and Times Square Tower 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 & 38 indicate by footnote the properties which are not included as part of Same Property Net Operating Income.

(4)	For additional information, refer to page 42.

Boston Properties, Inc.

Second Quarter 2014

Same Property Net Operating Income by Reportable Segment

(in thousands)


	Office										Office/Technical
	For the three months ended				$			%			For the three months ended					$			%
	30-Jun-14		30-Jun-13		Change			Change			30-Jun-14		30-Jun-13			Change			Change
Rental Revenue	$	464,065	$	447,238							$	9,730	$	9,713
Less Termination Income		986		287								—		—

Rental revenue - subtotal		463,079		446,951	$	16,128			3.6	%		9,730		9,713		$	17			0.2	%
Operating expenses and real estate taxes		168,456		161,927		6,529			4.0	%		2,902		2,693			209			7.8	%

Net Operating Income (1)	$	294,623	$	285,024	$	9,599			3.4	%	$	6,828	$	7,020		$	(192	)		(2.7	%)

Rental revenue - subtotal	$	463,079	$	446,951							$	9,730	$	9,713
Less:
Straight-line rent and fair value lease revenue		3,000		17,368		(14,368	)		(82.7	%)		699		(88	)		787			894.3	%
Add:
Lease transaction costs which qualify as inducements in accordance with GAAP (2)		903		2,346		(1,443	)		(61.5	%)		402		—			402			100.0	%

Rental revenue - cash basis		460,982		431,929		29,053			6.7	%		9,433		9,801			(368	)		(3.8	%)
Less:
Operating expenses and real estate taxes		168,456		161,927		6,529			4.0	%		2,902		2,693			209			7.8	%
Add:
Straight-line ground rent expense (3)		1,186		1,248		(62	)		(5.0	%)		—		—			—			—

Net Operating Income (4) - cash basis	$	293,712	$	271,250	$	22,462			8.3	%	$	6,531	$	7,108		$	(577	)		(8.1	%)


	Sub-Total										Hotel & Residential
	For the three months ended				$			%			For the three months ended					$			%
	30-Jun-14		30-Jun-13		Change			Change			30-Jun-14		30-Jun-13			Change			Change
Rental Revenue	$	473,795	$	456,951							$	17,900	$	16,602
Less Termination Income		986		287								—		—

Rental revenue - subtotal		472,809		456,664	$	16,145			3.5	%		17,900		16,602		$	1,298			7.8	%
Operating expenses and real estate taxes		171,358		164,620		6,738			4.1	%		10,412		10,165			247			2.4	%

Net Operating Income (1)	$	301,451	$	292,044	$	9,407			3.2	%	$	7,488	$	6,437		$	1,051			16.3	%

Rental revenue - subtotal	$	472,809	$	456,664							$	17,900	$	16,602
Less:
Straight-line rent and fair value lease revenue		3,699		17,280		(13,581	)		(78.6	%)		84		108			(24	)		(22.2	%)
Add:
Lease transaction costs which qualify as inducements in accordance with GAAP (2)		1,305		2,346		(1,041	)		(44.4	%)		—		—			—			—

Rental revenue - cash basis		470,415		441,730		28,685			6.5	%		17,816		16,494			1,322			8.0	%
Less:
Operating expenses and real estate taxes		171,358		164,620		6,738			4.1	%		10,412		10,165			247			2.4	%
Add:
Straight-line ground rent expense (3)		1,186		1,248		(62	)		(5.0	%)		522		537			(15	)		(2.8	%)

Net Operating Income (4) - cash basis	$	300,243	$	278,358	$	21,885			7.9	%	$	7,926	$	6,866		$	1,060			15.4	%


	Unconsolidated Joint Ventures										Total
	For the three months ended				$			%			For the three months ended					$			%
	30-Jun-14		30-Jun-13		Change			Change			30-Jun-14		30-Jun-13			Change			Change
Rental Revenue	$	18,628	$	18,330							$	510,323	$	491,883
Less Termination Income		41		—								1,027		287

Rental revenue - subtotal		18,587		18,330	$	257			1.4	%		509,296		491,596		$	17,700			3.6	%
Operating expenses and real estate taxes		7,385		7,462		(77	)		(1.0	%)		189,155		182,247			6,908			3.8	%

Net Operating Income (1)	$	11,202	$	10,868	$	334			3.1	%	$	320,141	$	309,349		$	10,792			3.5	%

Rental revenue - subtotal	$	18,587	$	18,330							$	509,296	$	491,596
Less:
Straight-line rent and fair value lease revenue		132		619		(487	)		(78.7	%)		3,915		18,007			(14,092	)		(78.3	%)
Add:
Lease transaction costs which qualify as inducements in accordance with GAAP (2)		22		—		22			100.0	%		1,327		2,346			(1,019	)		(43.4	%)

Rental revenue - cash basis		18,477		17,711		766			4.3	%		506,708		475,935			30,773			6.5	%
Less:
Operating expenses and real estate taxes		7,385		7,462		(77	)		(1.0	%)		189,155		182,247			6,908			3.8	%
Add:
Straight-line ground rent expense (3)		—		—		—			—			1,708		1,785			(77	)		(4.3	%)

Net Operating Income (4) - cash basis	$	11,092	$	10,249	$	843			8.2	%	$	319,261	$	295,473		$	23,788			8.1	%

(1)	For a quantitative reconciliation of net operating income (NOI) to net income available to common shareholders, see page 41. For disclosures relating to our use of NOI see page 49.

(2)	Leasing transaction costs are generally included in 2nd generation tenant improvements and leasing commissions in the Company’s FAD calculation on pg 11. For additional information related to second generation transaction costs, see page 43.

(3)	For additional information, see page 6.

(4)	For a quantitative reconciliation of NOI to NOI on a cash basis see page 41. For disclosures relating to our use of NOI see page 49.

Boston Properties, Inc.

Second Quarter 2014

LEASING ACTIVITY

All In-Service Properties - quarter ended June 30, 2014


	Office			Office/Technical			Total
Vacant space available @ 4/1/2014 (sf)		2,918,870			185,808			3,104,678
Property dispositions/ properties taken out of service (sf)		—			—			—
Properties acquired vacant space (sf)		—			—			—
Properties placed in-service (sf)		669,816			—			669,816
Leases expiring or terminated 4/1/2014-6/30/2014 (sf)		816,734			59,251			875,985

Total space available for lease (sf)		4,405,420			245,059			4,650,479

1st generation leases (sf)		701,931			—			701,931
2nd generation leases with new tenants (sf)		501,971			47,081			549,052
2nd generation lease renewals (sf)		496,628			59,251			555,879

Total space leased (sf)		1,700,530			106,332			1,806,862	(1)

Vacant space available for lease @ 6/30/2014 (sf)		2,704,890			138,727			2,843,617

Net (increase)/decrease in available space (sf)		213,980			47,081			261,061

Second generation leasing information: (2)
Leases commencing during the period (sf)		998,599			106,332			1,104,931
Average lease term (months)		55			66			56
Average free rent period (days)		36			48			38
Total transaction costs per square foot (3)	$	21.10		$	15.23		$	20.54
Increase (decrease) in gross rents (4)		4.64	%		2.34	%		4.53	%
Increase (decrease) in net rents (5)		6.59	%		2.83	%		6.37	%


	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		—		244,056		7.69	%		12.70	%		244,056		534,577
New York (8)		253,290		135,138		4.21	%		5.42	%		388,428		314,535
San Francisco		421,644		436,429		7.20	%		9.87	%		858,073		947,676
Washington, DC		26,997		289,308		(0.08	%)		0.02	%		316,305		271,581

		701,931		1,104,931		4.53	%		6.37	%		1,806,862		2,068,369

(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 leased. Of the 1,104,931 square feet of second generation leases that commenced in Q2 2014, leases for 666,571 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 900,466 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 900,466 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 458,248.

(8)	Beginning on January 1, 2014, Princeton is reflected as the suburban component of the New York region.

Boston Properties, Inc.

Second Quarter 2014

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q2 2014		Q1 2014		2013		2012		2011
Recurring capital expenditures	$	9,654	$	7,694	$	51,026	$	23,774	$	29,334
Planned non-recurring capital expenditures associated with acquisition properties		4,444		3,339		20,506		22,287		4,358
Hotel improvements, equipment upgrades and replacements		495		1,557		2,070		896		4,010	(1)

	$	14,593	$	12,590	$	73,602	$	46,957	$	37,702

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

2nd Generation Tenant Improvements and Leasing Commissions


	Q2 2014		Q1 2014		2013		2012		2011
Office
Square feet		998,599		870,409		3,554,632		3,572,825		4,116,436

Tenant improvements and lease commissions PSF	$	21.10	$	27.80	$	37.54	$	45.31	$	30.32

Office/Technical
Square feet		106,332		48,149		55,456		59,788		184,849

Tenant improvements and lease commissions PSF	$	15.23	$	23.65	$	2.02	$	3.94	$	23.97

Average tenant improvements and lease commissions PSF	$	20.54	$	27.59	$	36.99	$	44.63	$	30.05

Boston Properties, Inc.

Second Quarter 2014

ACQUISITIONS/DISPOSITIONS

as of June 30, 2014

ACQUISITIONS

For the period from January 1, 2014 through June 30, 2014


Property	Date Acquired		Square Feet		Initial Investment		Anticipated Future Investment		Total Investment			Percentage Leased
501 K Street (50% ownership interest)		April 10, 2014		N/A	$	39,000,000	$	—	$	39,000,000	(1)		N/A
Annapolis Junction Building Eight (50% ownership interest)		April 30, 2014		125,000		5,400,000		13,100,000		18,500,000	(2)		0	%

Total Acquisitions				125,000	$	44,400,000	$	13,100,000	$	57,500,000			0	%

(1)

On April 10, 2014, the Company entered into a joint venture with an unrelated third party to acquire a parcel of land located at 501 K Street in Washington, DC. The Company anticipates the land parcel will accommodate an approximate 520,000 square foot Class A office property to be developed in the future. The joint venture partner contributed the land for a 50% interest in the joint venture and the Company contributed cash of approximately $39.0 million for its 50% interest. The Company is accounting for the joint venture on an unconsolidated basis under the equity method of accounting.

(2)

DISPOSITIONS

For the period from January 1, 2014 through June 30, 2014

Property

Date Disposed

Square Feet

Gross
Sales Price

Book Gain

Not Applicable

Total Dispositions

—

Boston Properties, Inc.

Second Quarter 2014

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of June 30, 2014


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 6/30/2014 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)
680 Folsom Street		Q2 2014		Q4 2014	San Francisco, CA		2		524,509	$	319,948,011	$	340,000,000	$	—	$	—	$	20,051,989		98	%		74	%
Annapolis Junction Building Seven (50% ownership)		Q1 2015		Q1 2015	Annapolis, MD		1		125,000		12,261,798		17,500,000		11,000,000		6,871,373		1,109,575		100	%		—
690 Folsom Street		Q1 2015		Q4 2015	San Francisco, CA		1		25,740		5,149,046		17,900,000		—		—		12,750,954		—			—
250 West 55th Street (5)		Q4 2013		Q4 2015	New York, NY		1		989,000		904,328,663		1,050,000,000		—		—		145,671,337		77	%		28	%
804 Carnegie Center		Q1 2016		Q1 2016	Princeton, NJ		1		130,000		2,754,635		40,410,000		—		—		37,655,365		100	%		—
Annapolis Junction Building Eight (50% ownership)		Q3 2014		Q1 2016	Annapolis, MD		1		125,000		7,338,677		18,500,000		13,000,000		512,276		—		—			—
99 Third Avenue Retail		Q4 2015		Q2 2016	Waltham, MA		1		16,500		6,945,619		16,900,000		—		—		9,954,381		38	%		—
535 Mission Street		Q4 2014		Q3 2016	San Francisco, CA		1		307,000		152,046,170		215,000,000		—		—		62,953,830		34	%		—
10 CityPoint		Q3 2016		Q2 2017	Waltham, MA		1		245,000		3,345,797		100,400,000		—		—		97,054,203		62	%		—
601 Massachusetts Avenue		Q4 2015		Q4 2017	Washington, DC		1		478,000		184,315,230		360,760,000		—		—		176,444,770		83	%		—
888 Boylston Street		Q1 2016		Q4 2017	Boston, MA		1		425,000		19,262,606		271,500,000		—		—		252,237,394		30	%		—
Salesforce Tower (95% ownership)		Q2 2017		Q1 2019	San Francisco, CA		1		1,400,000		306,654,733		1,073,500,000		—		—		766,845,267		51	%		—

Total Properties under Construction							13		4,790,749	$	1,924,350,985	$	3,522,370,000	$	24,000,000	$	7,383,649	$	1,582,729,065		63	%		25	%


*PROJECTS PLACED IN-SERVICE DURING 2014*

	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 6/30/2014 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)
The Avant at Reston Town Center (359 units)		Q4 2013		Q4 2015	Reston, VA		1		329,168	$	112,809,075	$	137,250,000	$	—	$	—	$	24,440,925		55	%		100	%
The Avant at Reston Town Center - Retail							—		26,179		—		—		—		—		—		100	%		100	%

Total Projects placed in Service							1		355,347	$	112,809,075	$	137,250,000	$	—	$	—	$	24,440,925		58	%		100	%

IN-SERVICE PROPERTIES HELD FOR RE-DEVELOPMENT


	Sub Market		# of Buildings		Existing Square Feet		Leased %			Annualized Revenue Per Leased SF (6)		Encumbered with secured debt (Y/N)		Central Business District (CBD) or Suburban (S)		Estimated Future Square Feet (7)
North First Business Park		San Jose, CA		5		190,636		100.0	%	$	15.55		N		S		683,000

Total Properties held for Re-Development				5		190,636		100.0	%	$	15.55						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 July 25, 2014, including leases with future commencement dates and including 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)	For disclosures relating to our definition of Annualized Revenue, see page 49.

(7)	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 47.

Boston Properties, Inc.

Second Quarter 2014

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of June 30, 2014


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		14.9		920,000
Gaithersburg, MD		27.0		850,000
Springfield, VA		17.8		800,000
Dulles, VA		76.6		760,000
Rockville, MD		58.1		759,000
Washington, DC (3)		1.3		520,000
Marlborough, MA		50.0		400,000
Annapolis, MD (50% ownership)		20.0		300,000
Andover, MA		10.0		110,000

		358.0		8,988,364

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of June 30, 2014


Location	Acreage		Approximate Developable Square Feet
Princeton, NJ (4)		134.1		1,650,000
Cambridge, MA (5)		—		207,500

		134.1		1,857,500

(1)	Excludes the existing square footage related to in-service properties being held for future re-development included on page 46.

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

(3)	On April 10, 2014, the Company entered into a joint venture with an unrelated third party to acquire a parcel of land located at 501 K Street in Washington, DC which can accommodate an approximate 520,000 square feet Class A office property.

(4)	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.

(5)	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.

Second Quarter 2014

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 entities, 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 asset sales (land and property), 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 (included in the period in which the lease commences), (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 2nd generation tenant improvement and leasing commissions (included in the period in which the lease commences); and (4) subtracting from FFO non-cash termination adjustment. Although our FAD may not be comparable to that of other REITs and real estate companies, we believe it provides a meaningful indicator of our ability to fund cash needs and to make cash distributions to equity owners. In addition, we believe that to further understand our liquidity, FAD should be compared with our cash flows determined in accordance with GAAP, as presented in our consolidated financial statements. FAD does not represent cash generated from operating activities determined in accordance with GAAP, and FAD should not be considered as an alternative to net income (determined in accordance with GAAP) as an indication of our performance, as an alternative to net cash flows from operating activities (determined in accordance with GAAP), or as a measure of our liquidity.

Total Consolidated Debt to Total Consolidated Market Capitalization Ratio

Total consolidated debt to total consolidated market capitalization ratio, defined as total consolidated debt as a percentage of the market value of our outstanding equity securities plus our total consolidated debt, is a measure of leverage commonly used by analysts in the REIT sector. Total consolidated market capitalization is the sum of (A) our total consolidated indebtedness outstanding plus (B) the market value of our outstanding equity securities calculated using the closing price per share of common stock of the Company multiplied by the sum of (1) outstanding shares of common stock of the Company, (2) outstanding common units of limited partnership interest in Boston Properties Limited Partnership (excluding common units held by the Company), (3) common units issuable upon conversion of all outstanding Series Two Preferred Units of partnership interest in Boston Properties Limited Partnership (all of which have been converted as of May 12, 2014) 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 performance-based awards (OPP Awards and 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 (all of which have been converted as of May 12, 2014) 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 performance-based 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.

Second Quarter 2014

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 and interest expense, less development and management services income, income from unconsolidated joint ventures, gains on consolidation of joint ventures, interest and other income, gains from investments in securities and gains from early extinguishments of debt. In some cases we also present Consolidated NOI on a cash basis, which is Consolidated NOI after eliminating the effects of straight-lining of rent and fair value lease revenue and lease transaction costs which qualify as inducements according with GAAP. 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 and lease transaction costs which qualify as inducements according with GAAP. 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 partially 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 Office and Office/Technical 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 & 38 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 and non-recurring items.

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 and non-recurring items.

Boston Properties, Inc.

Second Quarter 2014

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

SECOND QUARTER 2014 RESULTS

Reports diluted FFO per share of $1.35 Reports diluted EPS of $0.50

BOSTON, MA, July 29, 2014 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the second quarter ended June 30, 2014.

Funds from Operations (FFO) for the quarter ended June 30, 2014 were $207.0 million, or $1.35 per share basic and $1.35 per share diluted. This compares to FFO for the quarter ended June 30, 2013 of $195.4 million, or $1.29 per share basic and $1.28 per share diluted. The weighted average number of basic and diluted shares outstanding totaled 153,078,002 and 153,622,761, respectively, for the quarter ended June 30, 2014 and 151,938,203 and 153,796,959, respectively, for the quarter ended June 30, 2013.

The Company’s reported FFO of $1.35 per share diluted was greater than the guidance previously provided of $1.32-$1.34 per share primarily due to property-related expense savings and greater than projected development and management services income. The Company’s rental revenue was in line with management’s expectations used in establishing the guidance range.

Net income available to common shareholders was $76.5 million for the quarter ended June 30, 2014, compared to $452.4 million for the quarter ended June 30, 2013. Net income available to common shareholders per share (EPS) for the quarter ended June 30, 2014 was $0.50 basic and $0.50 on a diluted basis. This compares to EPS for the second quarter of 2013 of $2.95 basic and $2.94 on a diluted basis. Net income available to common shareholders for the quarter ended June 30, 2013, includes gains on consolidation of joint ventures and gains on sales of real estate included within income from unconsolidated joint ventures aggregating approximately $387.8 million, or $2.52 per share basic and $2.52 per share 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 June 30, 2014. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of June 30, 2014, the Company’s portfolio consisted of 180 properties, comprised primarily of Class A office space, one hotel, three residential properties and five retail properties, aggregating approximately 46.6 million square feet, including 13 properties under construction totaling 4.8 million square feet. In addition, the Company has structured parking for vehicles containing approximately 15.8 million square feet. The overall percentage of leased space for the 163 properties in service (excluding the three in-service residential properties and the hotel) as of June 30, 2014 was 93.0%.

Significant events during the second quarter included:

•

On April 1, 2014, the Company commenced construction of its 99 Third Avenue development project totaling approximately 17,000 net rentable square feet of retail space located in Waltham, Massachusetts. The project is currently approximately 38% leased.

•

On April 3, 2014, the Company commenced construction of its 690 Folsom Street development project totaling approximately 26,000 net rentable square feet of office and retail space located in San Francisco, California.

•

On April 10, 2014, a consolidated joint venture in which the Company has a 95% interest signed a lease with salesforce.com for 714,000 square feet at the new Salesforce Tower, the 1.4 million square foot, 61-story Class A office development project currently under construction at 415 Mission Street in the South Financial District of San Francisco, California. In conjunction with the lease signing, the Company has commenced construction of the building, which it expects to complete in early 2017.

•

On April 10, 2014, the Company entered into a joint venture with an unrelated third party to acquire a parcel of land located at 501 K Street in Washington, DC. The Company anticipates the land parcel will accommodate an approximate 520,000 square foot Class A office property to be developed in the future. The joint venture partner contributed the land for a 50% interest in the joint venture and the Company contributed cash of approximately $39.0 million for its 50% interest. The Company is accounting for the joint venture on an unconsolidated basis under the equity method of accounting.

•

On April 30, 2014, the Company’s partner in its Annapolis Junction joint venture contributed a parcel of land and improvements and the Company contributed cash of approximately $5.4 million to the joint venture. The Company has a 50% interest in this joint venture. The Company is accounting for the joint venture on an unconsolidated basis under the equity method of accounting. The joint venture has commenced construction of Annapolis Junction Building Eight, which when completed will consist of a Class A office property with approximately 125,000 net rentable square feet located in Annapolis, Maryland. In addition, on June 23, 2014, the joint venture obtained construction financing collateralized by the development project totaling $26.0 million. The construction financing bears interest at a variable rate equal to LIBOR plus 1.50% per annum and matures on June 23, 2017, with two, one-year extension options, subject to certain conditions.

•

As of May 12, 2014, the holders of all remaining 666,116 Series Two Preferred Units of partnership interest in the Company’s Operating Partnership converted such units into an aggregate of 874,168 common units.

•

On May 19, 2014, the Company released to the holders 319,687 Series Four Preferred Units of its Operating Partnership, which units were subject to a security interest under a pledge agreement between the holders and the Operating Partnership. On July 3, 2014, the Company redeemed such units for cash totaling approximately $16.0 million. The Company’s Operating Partnership currently has 40,440 Series Four Preferred Units outstanding subject to the security interest under the pledge agreement.

•

On May 20, 2014, the Company commenced construction of its 888 Boylston Street development project totaling approximately 425,000 net rentable square feet of Class A office space located in Boston, Massachusetts. The project is currently approximately 30% leased.

•

On May 20, 2014, the Company commenced construction of its 10 CityPoint development project totaling approximately 245,000 net rentable square feet of Class A office space located in Waltham, Massachusetts. The project is currently approximately 62% leased.

•

On June 3, 2014, the Company established a new “at the market” (ATM) stock offering program through which it may sell from time to time up to an aggregate of $600.0 million of its common stock through sales agents over a three-year period. This program replaces the Company’s prior $600.0 million ATM stock offering program that expired on June 2, 2014 with approximately $305.3 million of unsold common stock. The Company intends to use the net proceeds from any offering for general business purposes, which may include investment opportunities and debt reduction. No shares of common stock have been issued under this new ATM stock offering program.

•

On June 11, 2014, the Company entered into a contract for the sale of its Patriots Park properties located in Reston, Virginia for a sale price of $321.0 million. Patriots Park consists of three Class A office properties aggregating approximately 706,000 net rentable square feet. The sale is subject to government approvals and the satisfaction of customary closing conditions and there can be no assurance that the sale will be consummated on the terms currently contemplated or at all.

Transactions completed subsequent to June 30, 2014:

•

On July 1, 2014, the Company used available cash to repay the mortgage loan collateralized by its New Dominion Technology Park Building Two property located in Herndon, Virginia totaling $63.0 million. The mortgage loan bore interest at a fixed rate of 5.55% per annum and was scheduled to mature on October 1, 2014. There was no prepayment penalty.

•

On July 23, 2014, the tenant exercised the purchase option under its ground lease at the Company’s Broad Run Business Park property located in Loudoun County, Virginia for a sale price of approximately $9.8 million. Broad Run Business Park is an approximately 15.5 acre land parcel subject to the ground lease with the tenant that was scheduled to expire on October 31, 2048. The sale is subject to the satisfaction of customary closing conditions and there can be no assurance that the sale will be consummated on the terms currently contemplated or at all.

•

On July 29, 2014, the Company completed the sale of its Mountain View Technology Park properties and Mountain View Research Park Building Sixteen property located in Mountain View, California for an aggregate sale price of approximately $92.1 million. Mountain View Technology Park is a seven-building complex of Office/Technical properties aggregating approximately 135,000 net rentable square feet. Mountain View Research Park Building Sixteen is an Office/Technical property with approximately 63,000 net rentable square feet.

EPS and FFO per Share Guidance:

The Company’s guidance for the third quarter and full year 2014 for EPS (diluted) and FFO per share (diluted) is set forth and reconciled below. Except as described below, the estimates reflect management’s view of current and future market conditions, including assumptions with respect to rental rates, occupancy levels and the earnings impact of the events referenced in this release and otherwise referenced during the conference call referred to below. The estimates do not include possible future gains or losses or the impact on operating results from other possible future property acquisitions or dispositions, other possible capital markets activity or possible future impairment charges. EPS estimates may be subject to fluctuations as a result of several factors, including changes in the recognition of depreciation and amortization expense and any gains or losses associated with disposition activity. The Company is not able to assess at this time the potential impact of these factors on projected EPS. By definition, FFO does not include real estate-related depreciation and amortization, impairment losses or gains or losses associated with disposition activities. There can be no assurance that the Company’s actual results will not differ materially from the estimates set forth below.

As shown below, the Company has adjusted its guidance for FFO per share (diluted) for full year 2014 to $5.24 - $5.29 per share from $5.25 - $5.33 per share. The updated guidance reflects, among other items, a projected increase in same property GAAP net operating income of 2.00% - 2.50% for the full year 2014, which is greater than our previous projected increase of 1.75% - 2.50%. The updated guidance also reflects, when compared to its prior guidance, an increase in development and management service income of $0.02 per share, a $0.01 per share decrease in net interest expense and a $0.05 per share decrease in FFO due to the completed and expected sales of Mountain View Technology Park and Mountain View Research Park Building Sixteen, Patriots Park and Broad Run Business Park Land. In addition, the Company’s projected share of gains on sales of real estate includes approximately $34.2 million from the expected conveyance to the Broad Institute of a condominium interest in 75 Ames Street in Cambridge, Massachusetts in the third quarter of 2014 (this transaction was previously described in the Company’s Form 10-K for the fiscal year ended 2011) and the asset sales referenced in this press release.


	Third Quarter 2014					Full Year 2014
	Low		-	High		Low		-	High
Projected EPS (diluted)	$	1.99	-	$	2.01	$	3.25	-	$	3.30
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.88	-		0.88		3.50	-		3.50
Less:
Projected Company Share of Gains on Sales of Real Estate		1.51	-		1.51		1.51	-		1.51

Projected FFO per Share (diluted)	$	1.36	-	$	1.38	$	5.24	-	$	5.29

Boston Properties will host a conference call on Wednesday, July 30, 2014 at 10:00 AM Eastern Time, open to the general public, to discuss the second quarter 2014 results, the 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 31243112. A replay of the conference call will be available through August 15, 2014, by dialing (855) 859-2056 (Domestic) or (404) 537-3406 (International) and entering the passcode 31243112. 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’ second quarter 2014 “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 five retail properties. The Company is one of the largest owners and developers of Class A office properties in the United States, concentrated in four markets – Boston, New York, 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 third quarter 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


	June 30,			December 31,
	2014			2013
	(in thousands, except for share amounts)
	(unaudited)
ASSETS
Real estate	$	17,680,555		$	17,158,210
Construction in progress		1,309,781			1,523,179
Land held for future development		273,587			297,376
Less: accumulated depreciation		(3,368,974	)		(3,161,571	)

Total real estate		15,894,949			15,817,194

Cash and cash equivalents		1,036,576			2,365,137
Cash held in escrows		59,248			57,201
Investments in securities		18,927			16,641
Tenant and other receivables, net of allowance for doubtful accounts of $1,496 and $1,636, respectively		51,348			59,464
Accrued rental income, net of allowance of $6,756 and $3,636, respectively		673,587			651,603
Deferred charges, net		853,924			884,450
Prepaid expenses and other assets		133,035			184,477
Investments in unconsolidated joint ventures		176,939			126,084

Total assets	$	18,898,533		$	20,162,251

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	4,411,453		$	4,449,734
Unsecured senior notes, net of discount		5,836,729			5,835,854
Unsecured exchangeable senior notes, net of discount		—			744,880
Unsecured line of credit		—			—
Mezzanine notes payable		310,427			311,040
Outside members’ notes payable		180,000			180,000
Accounts payable and accrued expenses		216,080			202,470
Dividends and distributions payable		112,420			497,242
Accrued interest payable		156,024			167,523
Other liabilities		539,716			578,969

Total liabilities		11,762,849			12,967,712

Commitments and contingencies		—			—

Noncontrolling interest:
Redeemable preferred units of the Operating Partnership		18,006			51,312

Redeemable interest in property partnership		103,778			99,609

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 at June 30, 2014 and December 31, 2013, respectively		200,000			200,000
Common stock, $0.01 par value, 250,000,000 shares authorized, 153,171,474 and 153,062,001 shares issued and 153,092,574 and 152,983,101 shares outstanding at June 30, 2014 and December 31, 2013, respectively		1,531			1,530
Additional paid-in capital		5,679,578			5,662,453
Dividends in excess of earnings		(176,929	)		(108,552	)
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(10,429	)		(11,556	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,691,029			5,741,153
Noncontrolling interests:
Common units of the Operating Partnership		601,775			576,333
Property partnerships		721,096			726,132

Total equity		7,013,900			7,043,618

Total liabilities and equity	$	18,898,533		$	20,162,251

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended						Six months ended
	June 30,						June 30,
	2014			2013			2014			2013
	(in thousands, except for per share amounts)
Revenue
Rental
Base rent	$	463,239		$	399,192		$	918,257		$	772,238
Recoveries from tenants		81,382			68,321			163,316			132,640
Parking and other		26,300			23,547			50,633			46,984

Total rental revenue		570,921			491,060			1,132,206			951,862
Hotel revenue		12,367			11,118			20,560			19,409
Development and management services		6,506			7,855			11,722			16,588

Total revenue		589,794			510,033			1,164,488			987,859

Expenses
Operating
Rental		202,646			176,018			409,034			345,080
Hotel		7,315			7,335			14,112			14,379
General and administrative		23,271			24,316			53,176			69,832
Transaction costs		661			535			1,098			978
Impairment loss		—			—			—			8,306
Depreciation and amortization		154,628			133,456			308,898			252,909

Total expenses		388,521			341,660			786,318			691,484

Operating income		201,273			168,373			378,170			296,375
Other income (expense)
Income from unconsolidated joint ventures		2,834			48,783			5,650			57,504
Gains on consolidation of joint ventures		—			387,801			—			387,801
Interest and other income		2,109			1,296			3,420			2,767
Gains from investments in securities		662			181			948			916
Gains from early extinguishments of debt		—			152			—			152
Interest expense		(110,977	)		(103,140	)		(224,531	)		(203,573	)

Income from continuing operations		95,901			503,446			163,657			541,942
Discontinued operations
Income from discontinued operations		—			3,315			—			5,809
Gain on forgiveness of debt from discontinued operations		—			—			—			20,182
Impairment loss from discontinued operations		—			—			—			(3,241	)

Net income		95,901			506,761			163,657			564,692
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(7,553	)		219			(11,907	)		(2,355	)
Noncontrolling interest - redeemable preferred units of the Operating Partnership		(320	)		(1,123	)		(939	)		(2,303	)
Noncontrolling interest - common units of the Operating Partnership		(8,883	)		(50,489	)		(15,010	)		(54,784	)
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—			(333	)		—			(2,393	)

Net income attributable to Boston Properties, Inc.		79,145			455,035			135,801			502,857
Preferred dividends		(2,618	)		(2,618	)		(5,207	)		(2,764	)

Net income attributable to Boston Properties, Inc. common shareholders	$	76,527		$	452,417		$	130,594		$	500,093

Basic earnings per common share attributable to Boston Properties, Inc. common shareholders:
Income from continuing operations	$	0.50		$	2.93		$	0.85		$	3.14
Discontinued operations		—			0.02			—			0.13

Net income	$	0.50		$	2.95		$	0.85		$	3.27

Weighted average number of common shares outstanding		153,078			151,938			153,054			151,793

Diluted earnings per common share attributable to Boston Properties, Inc. common shareholders:
Income from continuing operations	$	0.50		$	2.92		$	0.85		$	3.13
Discontinued operations		—			0.02			—			0.13

Net income	$	0.50		$	2.94		$	0.85		$	3.26

Weighted average number of common and common equivalent shares outstanding		153,238			152,490			153,203			152,222

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)

(Unaudited)


	Three months ended						Six months ended
	June 30,						June 30,
	2014			2013			2014			2013
	(in thousands, except for per share amounts)
Net income attributable to Boston Properties, Inc. common shareholders	$	76,527		$	452,417		$	130,594		$	500,093

Add:
Preferred dividends		2,618			2,618			5,207			2,764
Noncontrolling interest in discontinued operations - common units of the Operating Partnership		—			333			—			2,393
Noncontrolling interest - common units of the Operating Partnership		8,883			50,489			15,010			54,784
Noncontrolling interest - redeemable preferred units of the Operating Partnership		320			1,123			939			2,303
Noncontrolling interests in property partnerships		7,553			(219	)		11,907			2,355
Impairment loss from discontinued operations		—			—			—			3,241
Less:
Income from discontinued operations		—			3,315			—			5,809
Gain on forgiveness of debt from discontinued operations		—			—			—			20,182

Income from continuing operations		95,901			503,446			163,657			541,942

Add:
Real estate depreciation and amortization (2)		159,272			149,817			317,786			292,372
Income from discontinued operations		—			3,315			—			5,809
Less:
Gains on sales of real estate included within income from unconsolidated joint ventures (3)		—			43,327			—			43,327
Gains on consolidation of joint ventures (4)		—			387,801			—			387,801
Noncontrolling interests in property partnerships’ share of funds from operations		21,825			4,436			40,848			7,474
Noncontrolling interest - redeemable preferred units of the Operating Partnership		320			1,123			939			2,303
Preferred dividends		2,618			2,618			5,207			2,764

Funds from operations (FFO) attributable to the Operating Partnership		230,410			217,273			434,449			396,454

Less:
Noncontrolling interest - common units of the Operating Partnerships’ share of funds from operations		23,400			21,858			43,566			40,427

Funds from operations attributable to Boston Properties, Inc.	$	207,010		$	195,415		$	390,883		$	356,027

Boston Properties, Inc.’s percentage share of funds from operations - basic		89.84	%		89.94	%		89.97	%		89.90	%

Weighted average shares outstanding - basic		153,078			151,938			153,054			151,793

FFO per share basic	$	1.35		$	1.29		$	2.55		$	2.35

Weighted average shares outstanding - diluted		153,623			153,797			153,831			153,529

FFO per share diluted	$	1.35		$	1.28		$	2.55		$	2.33

(1)

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

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

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

(2)

Real estate depreciation and amortization consists of depreciation and amortization from the Consolidated Statements of Operations of $154,628, $133,456, $308,898 and $252,909, our share of unconsolidated joint venture real estate depreciation and amortization of $4,986, $15,535, $9,570 and $37,192 and depreciation and amortization from discontinued operations of $0, $1,148, $0 and $2,886, less corporate-related depreciation and amortization of $342, $322, $682 and $615 for the three and six months ended June 30, 2014 and 2013, respectively.

(3)	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 during the three and six months ended June 30, 2013.

(4)	The gains on consolidation of joint ventures consisted of (1) approximately $363.4 million related to 767 Fifth Avenue in New York, NY and (2) approximately $24.4 million related to the Company’s acquisition of the Value-Added Fund’s properties located in Mountain View, CA.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	June 30, 2014			December 31, 2013
Boston		92.6	%		93.9	%
New York (1)		93.5	%		93.0	%
San Francisco		87.0	%		89.9	%
Washington, DC		96.3	%		95.0	%

Total Portfolio		93.0	%		93.4	%


	% Leased by Type
	June 30, 2014			December 31, 2013
Class A Office Portfolio		93.1	%		93.8	%
Office/Technical Portfolio		91.1	%		85.4	%

Total Portfolio		93.0	%		93.4	%

(1)	Beginning in 2014, the Company has reflected its Princeton portfolio as the suburban component of its New York region.