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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): October 29, 2015

BOSTON PROPERTIES, INC.

(Exact Name of Registrant As Specified in Charter)

Delaware

1-13087

04-2473675

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

800 Boylston Street, Suite 1900, Boston, Massachusetts 02199

(Address of Principal Executive Offices) (Zip Code)

(617) 236-3300

(Registrant’s telephone number, including area code)

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

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

On October 29, 2015, Boston Properties, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of 2015. That press release referred to certain supplemental information that is available on the Company’s website. The text of the supplemental information and the press release are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description

*99.1		Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended September 30, 2015.

*99.2		Press release dated October 29, 2015.

*	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: October 29, 2015	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 September 30, 2015.

*99.2		Press release dated October 29, 2015.

*	Filed herewith.

EX-99.1

Exhibit 99.1

LOGO

Boston Properties, Inc.

Third Quarter 2015

Table of Contents


	Page
Company Profile		3
Investor Information		4
Research Coverage		5
Guidance and Assumptions		6
Financial Highlights		7
Consolidated Balance Sheets		8
Consolidated Income Statements		9
Funds From Operations		10
Reconciliation to Diluted Funds From Operations		11
Funds Available for Distribution and Interest Coverage Ratios		12
Capital Structure		13
Debt Analysis		14-16
Unconsolidated Joint Ventures		17-18
Consolidated Joint Ventures		19
Portfolio Overview		20
In-Service Property Listing		21-23
Top 20 Tenants and Tenant Diversification		24
Office Properties-Lease Expiration Roll Out		25
Office/Technical Properties-Lease Expiration Roll Out		26
Retail Properties - Lease Expiration Roll Out		27
Grand Total - Office, Office/Technical and Retail Properties		28
Boston Lease Expiration Roll Out		29-30
New York Lease Expiration Roll Out		31-32
San Francisco Lease Expiration Roll Out		33-34
Washington, DC Lease Expiration Roll Out		35-36
CBD/Suburban Lease Expiration Roll Out		37-38
Hotel and Residential Performance		39
Same Property Occupancy Analysis		40
Same Property Performance		41
Reconciliation to Same Property Performance and Net Income		42-43
Leasing Activity		44
Capital Expenditures, Tenant Improvements and Leasing Commissions		45
Acquisitions/Dispositions		46
Value Creation Pipeline - Construction in Progress		47
Value Creation Pipeline - Land Parcels and Purchase Options		48
Definitions		49-51

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: 540 Madison Avenue, New York, NY)

Boston Properties, Inc.

Third Quarter 2015

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, four residential properties (including two properties under construction) and five retail properties (including one property under construction). 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 30 individuals averages 31 years of real estate experience and 19 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 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 11 distinguished members, the majority of whom are 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 the Company’s premier properties or pare from the portfolio properties that we believe 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 September 30, 2015)


Corporate Headquarters		Boston, Massachusetts
Markets		Boston, New York, San Francisco and Washington, DC
Fiscal Year-End		December 31
Total Properties (includes unconsolidated joint ventures)		171
Total Square Feet (includes unconsolidated joint ventures)		46.6 million
Common shares outstanding, plus common, preferred and LTIP units (including Outperformance Plan Units) on an as-converted basis (but excluding Multi-Year Long-Term Incentive Program Units)		171.5 million
Dividend—Quarter/Annualized		$0.65/$2.60
Dividend Yield		2.20%
Total Adjusted Market Capitalization (1)		$29.6 billion
Senior Debt Ratings		Baa2 (Moody’s); BBB+ (Fitch); A- (S&P)

(1)	For disclosures relating to our definition of Total Adjusted Market Capitalization, see page 49.

Boston Properties, Inc.

Third Quarter 2015

INVESTOR INFORMATION


Board of Directors		Management
Mortimer B. Zuckerman	Matthew J. Lustig	Raymond A. Ritchey	John F. Powers
Chairman of the Board	Director	Executive Vice President, National Director of Acquisitions & Development	Senior Vice President and Regional Manager of New York

Owen D. Thomas Chief Executive Officer and Director	Alan J. Patricof Director, Chair of Audit Committee	Michael E. LaBelle Senior Vice President, Chief Financial Officer	Frank D. Burt Senior Vice President, General Counsel
Douglas T. Linde	Ivan G. Seidenberg
President and Director	Lead Independent Director
		Peter D. Johnston	Lori W. Silverstein
Carol B. Einiger	Martin Turchin	Senior Vice President and Regional Manager of Washington, DC	Vice President, Controller
Director	Director

Dr. Jacob A. Frenkel	David A. Twardock	Bryan J. Koop
Director, Chair of Nominating & Corporate Governance Committee	Director, Chair of Compensation Committee	Senior Vice President and Regional Manager of Boston

Joel I. Klein		Robert E. Pester
Director		Senior Vice President and Regional Manager of San Francisco

Company Information

Corporate Headquarters

Trading Symbol

Investor Relations

Inquires

800 Boylston Street

BXP

Boston Properties, Inc.

Inquiries should be directed to

Suite 1900

800 Boylston Street, Suite 1900

Michael E. LaBelle

Boston, MA 02199

Stock Exchange Listing

Boston, MA 02199

Senior Vice President, Chief Financial Officer

(t) 617.236.3300

New York Stock Exchange

(t) 617.236.3322

at 617.236.3352 or

(f) 617.236.3311

mlabelle@bostonproperties.com

www.bostonproperties.com

Arista Joyner, Investor Relations Manager at 617.236.3343 or ajoyner@bostonproperties.com

Common Stock Data (NYSE: BXP)

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


	Q3 2015			Q2 2015			Q1 2015			Q4 2014			Q3 2014
High Closing Price	$	126.32		$	142.17		$	144.74		$	136.28		$	123.41
Low Closing Price	$	108.65		$	120.83		$	131.26		$	115.10		$	113.66
Average Closing Price	$	119.54		$	131.76		$	139.56		$	126.63		$	119.60
Closing Price, at the end of the quarter	$	118.40		$	121.04		$	140.48		$	128.69		$	115.76
Dividends per share	$	0.65		$	0.65		$	0.65		$	0.65		$	0.65
Special dividends per share	$	—		$	—		$	—		$	4.50		$	—

Total dividends	$	0.65		$	0.65		$	0.65		$	5.15		$	0.65

Closing dividend yield—annualized		2.20	%		2.15	%		1.85	%		5.52	%(1)		2.25	%
Closing common shares outstanding, plus preferred shares and common, preferred and LTIP units (including Outperformance Plan Units) on an as-converted basis (but excluding Multi-Year Long-Term Incentive Program Units) (thousands) (2)		171,509			171,506			171,490			171,064			171,062
Closing market value of outstanding shares and units (thousands)	$	20,506,666		$	20,959,086		$	24,291,548		$	22,214,860		$	20,004,159

(1)

Includes the special dividend of $4.50 per share paid on January 28, 2015 to shareholders of record as of the close of business on December 31, 2014.

(2)

For additional detail, see page 13.

Timing

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


Fourth Quarter, 2015		Tentatively February 3, 2016
First Quarter, 2016		Tentatively April 26, 2016
Second Quarter, 2016		Tentatively July 26, 2016
Third Quarter, 2016		Tentatively October 25, 2016

Boston Properties, Inc.

Third Quarter 2015

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage	Rating Agencies
Lucy Moore	Omotayo Okusanya / Charles Croson	Scott Frost	Stephen Boyd
Argus Research Company	Jefferies & Co.	Bank of America Merrill Lynch	Fitch Ratings
646.747.5456	212.336.7076 / 917.421.1943	646.855.8078	212.908.9153

Jeffrey Spector / Jamie Feldman	Anthony Paolone	Thomas Cook	Ranjini Venkatesan
Bank of America Merrill Lynch	J.P. Morgan Securities	Citi Investment Research	Moody’s Investors Service
212.449.6329 / 212.449.6339	212.622.6682	212.723.1112	212.553.3828

Ross Smotrich	Craig Mailman / Jordan Sadler	John Giordano	Anita Ogbara
Barclays Capital	KeyBanc Capital Markets	Credit Suisse Securities	Standard & Poor’s
212.526.2306	917.368.2316 / 917.368.2280	212.538.4935	212.438.5077

John Kim	Richard Anderson	Ron Perotta
BMO Capital	Mizuho Securities	Goldman Sachs
212.885.4115	212.205.8487	212.702.7885

Thomas Lesnick	Vance Edelson	Mark Streeter
Capital One Securities	Morgan Stanley	J.P. Morgan Securities
504.528.9174	212.761.0078	212.834.5086

Michael Bilerman / Emmanuel Korchman Citigroup Global Markets 212.816.1383 / 212.816.1382	Mike Carroll RBC Capital Markets 440.715.2649	Thierry Perrein / Jason Jones Wells Fargo 704.715.8455 / 704.715.7932

James Sullivan / Tom Catherwood Cowen and Company 646.562.1380 / 646.562.1382	David Rodgers / Richard Schiller RW Baird 216.737.7341 / 312.609.5485

Ian Weissman / Derek van Dijkum Credit Suisse 212.538.6889 / 212.325.9752	Alexander Goldfarb / Ryan Peterson Sandler O’Neill & Partners 212.466.7937 / 212.466.7927

Barry Oxford	John Guinee / Erin Aslakson
D.A. Davidson & Co.	Stifel, Nicolaus & Company
212.240.9871	443.224.1307 / 443.224.1350

Vincent Chao / Venkat Kommineni Deutsche Bank Securities 212.250.6799 / 212.250.6090	Michael Lewis SunTrust Robinson Humphrey 212.319.5659

Steve Sakwa / Gabe Hilmoe	Ross Nussbaum / Nick Yulico
Evercore ISI	UBS Securities
212.446.9462 / 212.446.9459	212.713.2484 / 212.713.3402

Brad Burke	Brendan Maiorana
Goldman Sachs	Wells Fargo Securities
917.343.2082	804.649.2311

Jed Reagan / Katherine Corwith
Green Street Advisors
949.640.8780

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

Boston Properties, Inc.

Third Quarter 2015

GUIDANCE


	Full Year 2015					Full Year 2016
	Low			High		Low			High
Earnings per share (diluted)	$	3.92		$	3.94	$	2.50		$	2.70
Add:
Company share of real estate depreciation and amortization		3.15			3.15		3.34			3.34
Less:
Company share of gains on sales of real estate		1.61			1.61		0.34			0.34

FFO per share (diluted)	$	5.46	-	$	5.48	$	5.50	-	$	5.70

ASSUMPTIONS

(dollars in thousands)


	Full Year 2016
	Low				High
Operating property activity:
In-service portfolio occupancy		90.0	%	-		92.0	%
Same property net operating income—GAAP basis (from 2015)		(0.75	)%	-		1.25	%
Same property net operating income—cash basis (from 2015)		1.50	%	-		3.50	%
Non same properties’ incremental contribution over 2015	$	34,000			$	40,000
Straight-line rent and fair value lease revenue (non-cash rent) (1)	$	30,000		-	$	50,000
Hotel net operating income	$	13,000		-	$	15,000

Other income (expense):
Development and management services income	$	20,000		-	$	24,000
General and administrative expense	$	(102,000	)	-	$	(107,000	)
Net interest expense	$	(400,000	)	-	$	(420,000	)

Noncontrolling interest:
Noncontrolling interest in property partnerships	$	(95,000	)	-	$	(115,000	)

(1)	Includes our share of unconsolidated and consolidated joint venture properties.

Boston Properties, Inc.

Third Quarter 2015

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 10-12. 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 49-51.


	Three Months Ended
	30-Sep-15			30-Jun-15			31-Mar-15			31-Dec-14			30-Sep-14
Selected Items:
Revenue	$	629,884		$	618,221		$	618,476		$	613,707		$	618,803
Straight-line rent (1)	$	12,630		$	14,024		$	23,164		$	18,639		$	18,281
Fair value lease revenue (1) (2)	$	5,937		$	6,667		$	7,081		$	12,236		$	9,207
Revenue from residential properties	$	4,111		$	3,811		$	6,854		$	7,195		$	7,018
Company share of funds from operations (FFO) from unconsolidated joint ventures	$	6,455		$	6,964		$	9,702		$	7,282		$	9,518
Lease termination fees (1) (3)	$	7,760		$	5,419		$	14,086		$	1,117		$	9,878
Ground rent expense (4)	$	3,534		$	3,676		$	4,404		$	4,990		$	4,986
Fair value interest adjustment (1)	$	8,062		$	7,856		$	7,796		$	7,737		$	7,694
Capitalized interest	$	9,100		$	8,850		$	7,965		$	7,667		$	12,223
Capitalized wages	$	4,111		$	3,997		$	3,626		$	3,483		$	3,403
Operating Margins [(rental revenue - rental expense)/rental revenue] (5)		65.9	%		66.2	%		65.3	%		66.5	%		66.2	%
Losses from early extinguishments of debt	$	—		$	—		$	—		$	(10,633	)	$	—
Income before gains on sales of real estate	$	123,792		$	100,739		$	114,086		$	85,323		$	109,038
Net income attributable to Boston Properties, Inc. common shareholders	$	184,082		$	79,460		$	171,182		$	174,510		$	127,724
FFO attributable to Boston Properties, Inc.	$	217,261		$	208,731		$	200,385		$	193,186		$	223,403
FFO per share - diluted (9)	$	1.41		$	1.36		$	1.30		$	1.26		$	1.46
Net income attributable to Boston Properties, Inc. per share - basic	$	1.20		$	0.52		$	1.12		$	1.14		$	0.83
Net income attributable to Boston Properties, Inc. per share - diluted	$	1.20		$	0.52		$	1.11		$	1.14		$	0.83
Dividends per common share (6)	$	0.65		$	0.65		$	0.65		$	5.15		$	0.65
Funds available for distribution to common shareholders and common unitholders (FAD) (7) (9)	$	140,700		$	145,937		$	147,145		$	162,630		$	170,801
Ratios:
Interest Coverage Ratio (excluding capitalized interest) - cash basis (8)		3.30			3.21			3.11			2.83			3.07
Interest Coverage Ratio (including capitalized interest) - cash basis (8)		3.06			2.98			2.91			2.66			2.79
FFO Payout Ratio (7)		46.10	%		47.79	%		50.00	%		51.59	%		44.52	%
FAD Payout Ratio (7)		79.28	%		76.49	%		75.72	%		68.42	%		65.14	%

	30-Sep-15			30-Jun-15			31-Mar-15			31-Dec-14			30-Sep-14
Balance Sheet Items:
Above-market rents (included within Prepaid Expenses and Other Assets)	$	55,434		$	63,706		$	75,063		$	80,864		$	86,609
Below-market rents (included within Other Liabilities)	$	184,154		$	202,653		$	227,651		$	243,395		$	266,681
Accrued ground rent expense (included within Other Liabilities)	$	42,962		$	41,857		$	40,751		$	56,117		$	54,448
Accrued interest payable on outside members’ notes payable (included within Accrued Interest Payable)	$	111,422		$	103,622		$	96,028		$	88,643		$	81,372
Capitalization:
Common Stock Price @ Quarter End	$	118.40		$	121.04		$	140.48		$	128.69		$	115.76
Equity Value @ Quarter End	$	20,506,666		$	20,959,086		$	24,291,548		$	22,214,860		$	20,004,159
Total Consolidated Debt	$	9,729,796		$	9,867,459		$	9,886,696		$	9,906,984		$	10,475,750
Total Consolidated Market Capitalization	$	30,236,462		$	30,826,545		$	34,178,244		$	32,121,844		$	30,479,909
Total Consolidated Debt/Total Consolidated Market Capitalization (9)		32.18	%		32.01	%		28.93	%		30.84	%		34.37	%
BXP’s Share of Unconsolidated Joint Venture Debt	$	352,923		$	352,882		$	351,977		$	351,500		$	331,765
Less:
Partners’ Share of Consolidated Debt	$	995,008		$	1,168,046		$	1,174,948		$	1,181,797		$	867,377
Total Adjusted Debt	$	9,087,711		$	9,052,295		$	9,063,725		$	9,076,687		$	9,940,138
Total Adjusted Market Capitalization (10)	$	29,594,377		$	30,011,381		$	33,355,273		$	31,291,547		$	29,944,297
Total Adjusted Debt/Total Adjusted Market Capitalization (9) (10)		30.71	%		30.16	%		27.17	%		29.01	%		33.20	%

(1)	Includes the Company’s share of consolidated and unconsolidated joint ventures amounts.

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

(3)	For the three months ended September 30, 2015, March 31, 2015 and September 30, 2014, includes distributions received by the Company from its unsecured creditor claim against Lehman Brothers, Inc. of approximately $3.6 million, $4.5 million and $7.7 million, respectively.

(4)	Includes non-cash straight-line adjustments to ground rent. See page 12 for the straight-line adjustments to the ground rent expense.

(5)

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 $18,989, $17,845, $17,867, $17,218 and $18,172 for the three months ended September 30, 2015, June 30, 2015, March 31, 2015, December 31, 2014 and September 30, 2014, respectively.

(6)	For the three months ended December 31, 2014, dividends per share includes the $4.50 per common share special dividend paid on January 28, 2015 to shareholders of record as of the close of business on December 31, 2014.

(7)

FFO Payout Ratio is defined as dividends per common share divided by FFO per share. FAD Payout Ratio is defined as distributions to common shareholders and unitholders divided by FAD. For the three months ended December 31, 2014, excludes the $4.50 per share special dividend paid on January 28, 2015 to shareholders of record as of the close of business on December 31, 2014.

(8)

The Company believes that the presentation of its interest coverage ratios provides investors with useful information about the Company’s financial performance as it relates to its cash interest expense obligations, which may assist investors in evaluating the Company’s ability to service its existing debt obligations. For a quantitative reconciliation, see page 12.

(9)	For disclosures related to our definitions, see page 49.

(10)	For additional detail, see page 13.

Boston Properties, Inc.

Third Quarter 2015

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	30-Sep-15			30-Jun-15			31-Mar-15			31-Dec-14			30-Sep-14
ASSETS
Real estate	$	18,412,086		$	18,207,934		$	18,153,816		$	18,231,978		$	18,362,993
Construction in progress (1)		725,601			880,996			797,148			736,311			715,609
Land held for future development		264,598			277,327			271,327			268,114			276,804
Less accumulated depreciation		(3,833,277	)		(3,753,926	)		(3,646,853	)		(3,547,659	)		(3,469,130	)

Total real estate		15,569,008			15,612,331			15,575,438			15,688,744			15,886,276
Cash and cash equivalents		1,387,007			1,342,751			1,064,396			1,763,079			846,664
Cash held in escrows (2)		90,379			252,558			588,218			487,321			153,161
Marketable securities		19,645			20,953			20,736			19,459			18,834
Tenant and other receivables, net		66,446			55,183			47,768			46,595			43,210
Accrued rental income, net		737,145			730,797			713,874			691,999			689,885
Deferred charges, net		749,628			771,419			806,468			831,744			837,907
Prepaid expenses and other assets		143,476			117,993			165,985			164,432			219,074
Investments in unconsolidated joint ventures		217,529			209,974			196,188			193,394			191,593

Total assets	$	18,980,263		$	19,113,959		$	19,179,071		$	19,886,767		$	18,886,604

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	4,132,071		$	4,269,808		$	4,289,120		$	4,309,484		$	4,328,464
Unsecured senior notes, net of discount		5,288,908			5,288,503			5,288,101			5,287,704			5,837,172
Unsecured line of credit		—			—			—			—			—
Mezzanine notes payable		308,817			309,148			309,475			309,796			310,114
Outside members’ notes payable		180,000			180,000			180,000			180,000			180,000
Accounts payable and accrued expenses		245,200			231,900			224,086			243,263			253,600
Dividends and distributions payable		112,912			112,892			112,796			882,472			112,708
Accrued interest payable		200,916			178,548			186,630			163,532			181,954
Other liabilities		448,680			448,480			483,762			502,255			528,872

Total liabilities		10,917,504			11,019,279			11,073,970			11,878,506			11,732,884

Commitments and contingencies		—			—			—			—			—

Noncontrolling interests:
Redeemable preferred units of the Operating Partnership		—			—			633			633			2,022

Redeemable interest in property partnership		—			106,233			105,520			104,692			104,105

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, 153,574,600, 153,473,931, 153,402,107, 153,113,945, and 153,099,786 outstanding, respectively		1,536			1,535			1,534			1,531			1,531
Additional paid-in capital		6,300,780			6,293,556			6,286,260			6,270,257			5,684,649
Dividends in excess of earnings		(627,054	)		(711,239	)		(690,993	)		(762,464	)		(148,566	)
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive income (loss)		(20,625	)		1,848			(11,907	)		(9,304	)		(9,866	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,851,915			5,782,978			5,782,172			5,697,298			5,725,026
Noncontrolling interests:
Common units of the Operating Partnership		620,036			614,988			617,274			603,171			606,002
Property partnerships		1,590,808			1,590,481			1,599,502			1,602,467			716,565

Total equity		8,062,759			7,988,447			7,998,948			7,902,936			7,047,593

Total liabilities and equity	$	18,980,263		$	19,113,959		$	19,179,071		$	19,886,767		$	18,886,604

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

(2)

At December 31, 2014, March, 31, 2015 and June 30, 2015, approximately $433.6 million, $534.2 million and $192.3 million, respectively, was held by a qualified intermediary for possible investment in a like-kind exchange in accordance with Section 1031 of the Internal Revenue Code in connection with sales of real estate. As of September 30, 2015, amounts previously held by such a qualified intermediary have been released and no amounts are held in escrow.

Boston Properties, Inc.

Third Quarter 2015

CONSOLIDATED INCOME STATEMENTS

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Sep-15			30-Jun-15			31-Mar-15			31-Dec-14			30-Sep-14
Revenue
Rental
Base Rent	$	494,300		$	486,609		$	490,682		$	484,011		$	484,071
Recoveries from tenants		91,544			86,795			88,593			85,946			90,103
Parking and other		25,509			26,552			24,788			25,724			26,236

Total rental revenue		611,353			599,956			604,063			595,681			600,410
Hotel revenue		12,619			13,403			9,085			10,907			11,918
Development and management services		5,912			4,862			5,328			7,119			6,475

Total revenue		629,884			618,221			618,476			613,707			618,803

Expenses
Operating		113,962			113,945			120,954			111,342			114,116
Real estate taxes		105,834			100,519			100,396			99,735			101,063
Hotel operating		8,125			8,495			7,576			7,539			7,585
General and administrative (1)		20,944			22,284			28,791			23,172			22,589
Transaction costs		254			208			327			640			1,402
Depreciation and amortization		153,015			167,844			154,223			162,430			157,245

Total expenses		402,134			413,295			412,267			404,858			404,000

Operating income		227,750			204,926			206,209			208,849			214,803
Other income (expense)
Income from unconsolidated joint ventures		2,647			3,078			14,834			2,700			4,419
Interest and other income		3,637			1,293			1,407			1,924			3,421
Gains (losses) from investments in securities (1)		(1,515	)		(24	)		393			387			(297	)
Interest expense (2)		(108,727	)		(108,534	)		(108,757	)		(117,904	)		(113,308	)
Losses from early extinguishments of debt		—			—			—			(10,633	)		—

Income before gains on sales of real estate		123,792			100,739			114,086			85,323			109,038
Gains on sales of real estate (3)		199,479			—			95,084			126,102			41,937

Net income		323,271			100,739			209,170			211,425			150,975
Net income attributable to noncontrolling interests
Noncontrolling interest in property partnerships (4)		(115,240	)		(9,264	)		(15,208	)		(13,088	)		(5,566	)
Noncontrolling interest—redeemable preferred units of the Operating Partnership		—			(3	)		(3	)		(9	)		(75	)
Noncontrolling interest—common units of the Operating Partnership (5)		(21,302	)		(9,394	)		(20,188	)		(21,172	)		(14,963	)

Net income attributable to Boston Properties, Inc.		186,729			82,078			173,771			177,156			130,371
Preferred dividends		(2,647	)		(2,618	)		(2,589	)		(2,646	)		(2,647	)

Net income attributable to Boston Properties, Inc. common shareholders	$	184,082		$	79,460		$	171,182		$	174,510		$	127,724


INCOME PER SHARE OF COMMON STOCK (EPS)
Net income attributable to Boston Properties, Inc. per share - basic	$	1.20		$	0.52		$	1.12		$	1.14		$	0.83

Net income attributable to Boston Properties, Inc. per share - diluted	$	1.20		$	0.52		$	1.11		$	1.14		$	0.83

(1)

Gains (losses) from investments in securities includes $(1,515), $(24), $393, $387 and $(297) and general and administrative expense includes $1,515, $24, $(393), $(387) and $297 for the three months ended September 30, 2015, June 30, 2015, March 31, 2015, December 31, 2014 and September 30, 2014, respectively, related to the Company’s deferred compensation plan.

(2)

For the three months ended September 30, 2015, June 30, 2015, March 31, 2015, December 31, 2014 and September 30, 2014, interest expense includes $7,800, $7,594, $7,385, $7,271 and $7,102, 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.

(3)	See page 46 for additional information.

(4)

For the three months ended September 30, 2015, noncontrolling interest in property partnerships includes approximately $101.1 million consisting of the allocation of the gain on sale of real estate to the outside partners in the consolidated entity that sold 505 9th Street, N.W. located in Washington, DC. See also page 46.

(5)

Equals noncontrolling interest—common units of the Operating Partnership’s share of 10.26%, 10.34%, 10.44%, 10.34% and 10.34% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended September 30, 2015, June 30, 2015, March 31, 2015, December 31, 2014 and September 30, 2014, respectively.

Boston Properties, Inc.

Third Quarter 2015

FUNDS FROM OPERATIONS (FFO)

(in thousands, except for per share amounts)

(unaudited)


	Three Months Ended
	30-Sep-15		30-Jun-15		31-Mar-15		31-Dec-14		30-Sep-14
Net income attributable to Boston Properties, Inc. common shareholders	$	184,082	$	79,460	$	171,182	$	174,510	$	127,724
Add:
Preferred dividends		2,647		2,618		2,589		2,646		2,647
Noncontrolling interest - common units of the Operating Partnership		21,302		9,394		20,188		21,172		14,963
Noncontrolling interest - redeemable preferred units of the Operating Partnership		—		3		3		9		75
Noncontrolling interests in property partnerships		115,240		9,264		15,208		13,088		5,566
Less:
Gains on sales of real estate		199,479		—		95,084		126,102		41,937

Income before gains on sales of real estate		123,792		100,739		114,086		85,323		109,038
Add:
Real estate depreciation and amortization (1)		156,489		171,384		148,754		166,665		162,012
Less:
Noncontrolling interests in property partnerships’ share of FFO		35,527		36,699		36,515		33,866		19,150
Noncontrolling interest - redeemable preferred units of the Operating Partnership		—		3		3		9		75
Preferred dividends		2,647		2,618		2,589		2,646		2,647

FFO attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.)		242,107		232,803		223,733		215,467		249,178
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		24,846		24,072		23,348		22,281		25,775

FFO attributable to Boston Properties, Inc. common shareholders (2)	$	217,261	$	208,731	$	200,385	$	193,186	$	223,403

FFO per share - basic	$	1.41	$	1.36	$	1.31	$	1.26	$	1.46

Weighted average shares outstanding - basic		153,595		153,450		153,230		153,128		153,120

FFO per share - diluted	$	1.41	$	1.36	$	1.30	$	1.26	$	1.46

Weighted average shares outstanding - diluted		153,786		153,815		153,873		153,550		153,273

(1)

Real estate depreciation and amortization consists of depreciation and amortization from the consolidated statements of operations of $153,015, $167,844, $154,223, $162,430 and $157,245 and our share of unconsolidated joint venture real estate depreciation and amortization of $3,808, $3,886, $(5,132), $4,582 and $5,099, less corporate related depreciation of $334, $346, $337, $347 and $332 for the three months ended September 30, 2015, June 30, 2015, March 31, 2015, December 31, 2014 and September 30, 2014, respectively.

(2)	Based on weighted average basic shares for the quarter. The Company’s share for the quarter ended September 30, 2015, June 30, 2015, March 31, 2015, December 31, 2014 and September 30, 2014 was 89.74%, 89.66%, 89.56%, 89.66% and 89.66%, respectively.

Boston Properties, Inc.

Third Quarter 2015

RECONCILIATION TO DILUTED FUNDS FROM OPERATIONS

(in thousands, except for per share amounts)

(unaudited)


	September 30, 2015				June 30, 2015				March 31, 2015				December 31, 2014				September 30, 2014
	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	$	242,107		171,160	$	232,803		171,146	$	223,733		171,084	$	215,467		170,789	$	249,178		170,785
Effect of Dilutive Securities
Stock-based compensation		—		191		—		365		—		643		—		422		—		153

Diluted FFO	$	242,107		171,351	$	232,803		171,511	$	223,733		171,727	$	215,467		171,211	$	249,178		170,938
Less:
Noncontrolling interest—common units of the Operating Partnership’s share of diluted FFO
		24,818		17,565		24,021		17,696		23,261		17,854		22,226		17,661		25,751		17,665

Boston Properties, Inc.’s share of diluted FFO (1)	$	217,289		153,786	$	208,782		153,815	$	200,472		153,873	$	193,241		153,550	$	223,427		153,273

FFO per share—basic	$	1.41			$	1.36			$	1.31			$	1.26			$	1.46

FFO per share—diluted	$	1.41			$	1.36			$	1.30			$	1.26			$	1.46

(1)	Based on weighted average diluted shares for the quarter. The Company’s share for the quarter ended September 30, 2015, June 30, 2015, March 31, 2015, December 31, 2014 and September 30, 2014 was 89.75%, 89.68%, 89.60%, 89.68% and 89.67%, respectively.

Boston Properties, Inc.

Third Quarter 2015

Funds Available for Distribution (FAD)

(in thousands)


	Three Months Ended
	30-Sep-15			30-Jun-15			31-Mar-15			31-Dec-14			30-Sep-14
Basic FFO (see page 10)	$	242,107		$	232,803		$	223,733		$	215,467		$	249,178
2nd generation tenant improvements and leasing commissions		(91,787	)		(54,346	)		(55,121	)		(20,824	)		(47,649	)
Straight-line rent (1)		(12,630	)		(14,024	)		(23,164	)		(18,639	)		(18,281	)
Lease transaction costs which qualify as rent inducements (1) (2)		1,646			3,141			5,929			3,533			1,516
Recurring capital expenditures		(18,814	)		(14,869	)		(8,763	)		(12,571	)		(12,691	)
Fair value interest adjustment (1)		(8,062	)		(7,856	)		(7,796	)		(7,737	)		(7,694	)
Fair value lease revenue (1) (3)		(5,937	)		(6,667	)		(7,081	)		(12,236	)		(9,207	)
Hotel improvements, equipment upgrades and replacements		(436	)		(272	)		(491	)		(328	)		(514	)
Straight-line ground rent expense adjustment (4)		891			1,106			1,196			1,669			1,669
Non-real estate depreciation		334			346			337			347			332
Stock-based compensation		6,345			5,469			11,011			5,391			5,809
Non-cash losses from early extinguishments of debt		—			—			—			96			—
Non-cash termination income adjustment (fair value lease amounts)		(555	)		(1,645	)		10			—			—
Partners’ share of consolidated and unconsolidated joint venture 2nd generation tenant improvement and leasing commissions		26,982			2,005			1,511			652			6,593
Unearned portion of capitalized fees		616			746			5,834			7,810			1,740

Funds available for distribution to common shareholders and common unitholders (FAD)	$	140,700		$	145,937		$	147,145		$	162,630		$	170,801

Interest Coverage Ratios

(in thousands, except for ratio amounts)


	Three Months Ended
	30-Sep-15			30-Jun-15			31-Mar-15			31-Dec-14			30-Sep-14
Income before gains on sales of real estate	$	123,792		$	100,739		$	114,086		$	85,323		$	109,038
Interest expense		108,727			108,534			108,757			117,904			113,308
Interest expense from unconsolidated joint ventures		3,830			3,823			4,977			3,248			3,254
Depreciation and amortization expense		153,015			167,844			154,223			162,430			157,245
Depreciation and amortization expense from unconsolidated joint ventures		3,808			3,886			(5,132	)		4,582			5,099
Non-cash losses from early extinguishments of debt		—			—			—			96			—
Non-cash termination income adjustment (fair value lease amounts)		(555	)		(1,645	)		10			—			—
Stock-based compensation		6,345			5,469			11,011			5,391			5,809
Straight-line ground rent expense adjustment (4)		891			1,106			1,196			1,669			1,669
Straight-line rent (1)		(12,630	)		(14,024	)		(23,164	)		(18,639	)		(18,281	)
Lease transaction costs which qualify as rent inducements (1) (2)		1,646			3,141			5,929			3,533			1,516
Fair value lease revenue (1) (3)		(5,937	)		(6,667	)		(7,081	)		(12,236	)		(9,207	)

Subtotal		382,932			372,206			364,812			353,301			369,450
*Excluding Capitalized Interest*
Divided by:

Adjusted interest expense (5) (6) (7)		115,924			115,937			117,410			124,819			120,322
Interest Coverage Ratio		3.30			3.21			3.11			2.83			3.07

*Including Capitalized Interest*
Divided by:

Adjusted interest expense (5) (6) (7) (8)		125,147			124,909			125,488			132,584			132,641
Interest Coverage Ratio		3.06			2.98			2.91			2.66			2.79

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

(2)	Consists of lease transaction costs that 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 7.

(5)	Excludes consolidated and the Company’s share of unconsolidated joint venture amortization of financing costs of $2,037, $1,936, $1,956, $1,987 and $1,987 for the three months ended September 30, 2015, June 30, 2015, March 31, 2015, December 31, 2014 and September 30, 2014, respectively.

(6)

Excludes interest expense of $7,800, $7,594, $7,385, $7,271 and $7,102 for the three months ended September 30, 2015, June 30, 2015, March 31, 2015, December 31, 2014 and September 30, 2014, respectively, consisting of the interest expense on the partner loans for the 767 Fifth Avenue (The GM Building) consolidated joint venture, which amount is allocated to the partners within noncontrolling interests in property partnerships. The Company’s share of the interest expense on its loan to the joint venture eliminates in consolidation.

(7)	Excludes consolidated fair value interest adjustment of $13,204, $13,110, $13,017, $12,925 and $12,849 for the three months ended September 30, 2015, June 30, 2015, March 31, 2015, December 31, 2014 and September 30, 2014, respectively.

(8)	Includes consolidated and the Company’s share of unconsolidated joint venture capitalized interest of $9,223, $8,972, $8,078, $7,765 and $12,319 for the three months ended September 30, 2015, June 30, 2015, March 31, 2015, December 31, 2014 and September 30, 2014, respectively.

Boston Properties, Inc.

Third Quarter 2015

CAPITAL STRUCTURE

Consolidated Debt

(in thousands)


	Aggregate Principal
	September 30, 2015
Mortgage Notes Payable	$	4,033,642
Mezzanine Notes Payable		306,000
Unsecured Line of Credit		—
Unsecured Senior Notes, at face value		5,300,000

Total Debt		9,639,642
Fair Value Interest Adjustment on Mortgage Notes Payable		98,429
Fair Value Interest Adjustment on Mezzanine Notes Payable		2,817
Discount on Unsecured Senior Notes		(11,092	)

Total Consolidated Debt	$	9,729,796


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			Total/Weighted Average
Original Principal Amount	$	700,000		$	500,000		$	1,000,000		$	850,000		$	850,000		$	700,000		$	700,000		$	5,300,000
Principal Amount at Quarter End	$	700,000		$	500,000		$	1,000,000		$	850,000		$	850,000		$	700,000		$	700,000		$	5,300,000
Yield (on issue date)		3.916	%		3.279	%		3.954	%		3.853	%		4.289	%		5.708	%		5.967	%		4.42	%
Coupon		3.800	%		3.125	%		3.850	%		3.700	%		4.125	%		5.625	%		5.875	%		4.30	%
Public Offering Price		99.694	%		99.379	%		99.779	%		99.767	%		99.260	%		99.891	%		99.931	%		99.68	%
Ratings:
Moody’s		Baa2	(stable)		Baa2	(stable)		Baa2	(stable)		Baa2	(stable)		Baa2	(stable)		Baa2	(stable)		Baa2	(stable)
S&P		A-	(stable)		A-	(stable)		A-	(stable)		A-	(stable)		A-	(stable)		A-	(stable)		A-	(stable)
Fitch		BBB+	(stable)		BBB+	(stable)		BBB+	(stable)		BBB+	(stable)		BBB+	(stable)		BBB+	(stable)		BBB+	(stable)
Maturity Date		2/1/2024			9/1/2023			2/1/2023			11/15/2018			5/15/2021			11/15/2020			10/15/2019
Discount	$	1,733		$	2,457		$	1,604		$	943		$	3,703		$	421		$	231		$	11,092

Unsecured Senior Notes, net of discount	$	698,267		$	497,543		$	998,396		$	849,057		$	846,297		$	699,579		$	699,769		$	5,288,908


*Equity*
*(in thousands)*
	Shares/Units		Common
	Outstanding		Stock			Equivalent
	as of 9/30/2015		Equivalents			Value (1)
Common Stock		153,575		153,575	(2)	$	18,183,280
Common Operating Partnership Units		17,934		17,934	(3)		2,123,386
5.25% Series B Cumulative Redeemable Preferred Stock		80		—			200,000	(4)

Total Equity				171,509		$	20,506,666

Total Consolidated Debt						$	9,729,796

Total Consolidated Market Capitalization						$	30,236,462

BXP’s share of Unconsolidated Joint Venture Debt						$	352,923
Less:
Partners’ Share of Consolidated Debt						$	995,008
Total Adjusted Debt (5)						$	9,087,711

Total Adjusted Market Capitalization (5)						$	29,594,377

(1)	Values based on September 30, 2015 closing price of $118.40 per share of common stock, except the shares of Series B Cumulative Redeemable Preferred Stock have been valued at the liquidation preference of $2,500.00 per share (see Note 4 below).

(2)	Includes 67,367 shares of restricted stock.

(3)	Includes 1,837,080 long-term incentive plan units (including 216,854 2012 OPP Units), but excludes an aggregate of 1,154,553 Multi-Year Long-Term Incentive Program Units.

(4)

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 or exchangeable for any other security of the Company or any of its affiliates.

(5)	For disclosures relating to our definitions of Total Adjusted Debt and Total Adjusted Market Capitalization, see page 49.

Boston Properties, Inc.

Third Quarter 2015

DEBT ANALYSIS (1)

as of September 30, 2015

Debt Maturities and Principal Payments


*(in thousands)*
	2015			2016			2017			2018			2019			Thereafter			Total
Floating Rate Debt
Mortgage Notes Payable	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Unsecured Line of Credit		—			—			—			—			—			—			—

Total Floating Debt	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Fixed Rate Debt
Mortgage Notes Payable	$	5,385		$	606,142		$	2,708,154		$	18,633		$	19,670		$	675,658		$	4,033,642
Fair Value Interest Adjustment		13,605			50,632			34,192			—			—			—			98,429

Mortgage Notes Payable		18,990			656,774			2,742,346			18,633			19,670			675,658			4,132,071

Mezzanine Notes Payable		—			—			306,000			—			—			—			306,000
Fair Value Interest Adjustment		335			1,389			1,093			—			—			—			2,817

		335			1,389			307,093			—			—			—			308,817

Unsecured Senior Notes, Face Amount		—			—			—			850,000			700,000			3,750,000			5,300,000
Discount Amortization		(440	)		(1,681	)		(1,749	)		(1,774	)		(1,553	)		(3,895	)		(11,092	)

Unsecured Senior Notes		(440	)		(1,681	)		(1,749	)		848,226			698,447			3,746,105			5,288,908

Total Fixed Debt	$	18,885		$	656,482		$	3,047,690		$	866,859		$	718,117		$	4,421,763		$	9,729,796

Total Consolidated Debt	$	18,885		$	656,482		$	3,047,690		$	866,859		$	718,117		$	4,421,763		$	9,729,796

GAAP Weighted Average Floating Rate Debt		—			—			—			—			—			—			—
GAAP Weighted Average Fixed Rate Debt		5.64	%		5.34	%		4.04	%		3.89	%		5.96	%		4.36	%		4.40	%

Total GAAP Weighted Average Rate		5.64	%		5.34	%		4.04	%		3.89	%		5.96	%		4.36	%		4.40	%

Total Stated Weighted Average Rate		5.64	%		6.44	%		5.76	%		3.77	%		5.87	%		4.29	%		4.97	%

Unsecured Debt


*Unsecured Line of Credit - Matures July 26, 2018*
*(in thousands)*
	Facility			Outstanding at 9/30/2015			Letters of Credit			Remaining Capacity at 9/30/2015
	$	1,000,000		$	—		$	30,032		$	969,968

*Unsecured and Secured Debt Analysis*
	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Unsecured Debt		54.36	%		4.34	%		4.42	%		5.9	years
Secured Debt		45.64	%		5.72	%		4.37	%		2.4	years

Total Consolidated Debt		100.00	%		4.97	%		4.40	%		4.3	years


*Floating and Fixed Rate Debt Analysis*
	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Floating Rate Debt		—			—			—			—	years
Fixed Rate Debt		100.00	%		4.97	%		4.40	%		4.3	years

Total Consolidated Debt		100.00	%		4.97	%		4.40	%		4.3	years


*Interest Rate Hedging Instruments*
*(dollars in thousands)*
	Notional Amount			Weighted-Average 10-Year Swap Rate			Effective Date			Termination Date
Forward-starting interest rate swaps (2)	$	525,000			2.437	%		September 1, 2016			September 1, 2026
Forward-starting interest rate swaps (3)		250,000			2.800	%		June 1, 2017			June 1, 2027

(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 or consolidation.

(2)

Subsequent to September 30, 2015, the Company entered into one contract on a notional amount of $25.0 million. The Company has now entered into forward-starting interest rate swap contracts which fix the 10-year swap rate at a weighted-average rate of approximately 2.423% per annum on notional amounts aggregating $550.0 million.

(3)

Subsequent to September 30, 2015, the Company’s 767 Fifth Partners LLC consolidated entity (the entity in which the Company has a 60% interest and that owns 767 Fifth Avenue (the GM Building) in New York City) entered into one contract on a notional amount of $25.0 million. 767 Fifth Partners LLC has now entered into forward-starting interest rate swap contracts which fix the 10-year swap rate at a weighted-average rate of approximately 2.762% per annum on notional amounts aggregating $275.0 million.

Boston Properties, Inc.

Third Quarter 2015

DEBT MATURITIES AND PRINCIPAL PAYMENTS (1)

as of September 30, 2015

(in thousands)


Property	2015			2016			2017			2018			2019			Thereafter			Total
767 Fifth Avenue (The GM Building) (60% ownership)	$	—		$	—		$	1,300,000		$	—		$	—		$	—		$	1,300,000	(2)
599 Lexington Avenue		—			—			750,000			—			—			—			750,000
601 Lexington Avenue (55% ownership)		3,020			12,447			13,051			13,684			14,349			645,531			702,082
200 Clarendon Street (formerly John Hancock Tower and Garage)		—			—			640,500			—			—			—			640,500	(2)
Embarcadero Center Four		1,482			348,886			—			—			—			—			350,368
Fountain Square		—			211,250			—			—			—			—			211,250	(2)
New Dominion Technology Park, Building One		—			2,672			2,878			3,100			3,340			26,504			38,494
Kingstowne Two and Retail		498			29,277			—			—			—			—			29,775	(2) (3)
University Place		385			1,610			1,725			1,849			1,981			3,623			11,173

		5,385			606,142			2,708,154			18,633			19,670	#		675,658			4,033,642

Aggregate Fair Value Interest Adjustments		13,605			50,632			34,192			—			—			—			98,429

		18,990			656,774			2,742,346			18,633			19,670			675,658			4,132,071

Mezzanine Notes Payable (associated with 767 Fifth Avenue (The GM Building)) (60% ownership)		—			—			306,000			—			—			—			306,000
Fair Value Interest Adjustment		335			1,389			1,093			—			—			—			2,817

		335			1,389			307,093			—			—			—			308,817

Unsecured Senior Notes, Face Amount		—			—			—			850,000			700,000			3,750,000			5,300,000
Aggregate Discount Amortization		(440	)		(1,681	)		(1,749	)		(1,774	)		(1,553	)		(3,895	)		(11,092	)

		(440	)		(1,681	)		(1,749	)		848,226			698,447			3,746,105			5,288,908

Unsecured Line of Credit		—			—			—			—			—			—			—

	$	18,885		$	656,482		$	3,047,690		$	866,859		$	718,117		$	4,421,763		$	9,729,796

% of Total Consolidated Debt		0.19	%		6.75	%		31.32	%		8.91	%		7.38	%		45.45	%		100.00	%
Balloon Payments	$	—		$	583,782		$	2,996,500		$	850,000		$	700,000		$	4,383,554		$	9,513,836
Scheduled Principal Amortization	$	5,385		$	22,360		$	17,654		$	18,633		$	19,670		$	42,104		$	125,806

(1)	Excludes unconsolidated joint ventures. For information on our unconsolidated joint venture debt, see page 17.

(2)	This property has a fair value interest adjustment which is aggregated on the Aggregate Fair Value Interest Adjustment line.

(3)	This mortage loan was repaid on October 1, 2015.

Boston Properties, Inc.

Third Quarter 2015

Senior Unsecured Debt Covenant Compliance Ratios

(in thousands)

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

This section presents such ratios as of September 30, 2015 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. 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. This section also presents certain other indenture-related data which we believe assists investors in the Company’s unsecured debt securities.


		Senior Notes			Senior Notes
		Issued Prior to			Issued On or After
		October 9, 2009			October 9, 2009
		September 30, 2015
Total Assets:
Capitalized Property Value (1)		$	21,747,684		$	22,224,910
Cash and Cash Equivalents			1,387,007			1,387,007
Investments in Marketable Securities			19,645			19,645
Undeveloped Land, at Cost (including Joint Venture %)			317,740			317,740
Development in Process, at Cost (including Joint Venture %)			1,183,664			1,183,664

Total Assets		$	24,655,740		$	25,132,966

Unencumbered Assets		$	16,345,488		$	16,657,191

Secured Debt (Fixed and Variable) (2)		$	4,033,642		$	4,033,642
Mezzanine Notes Payable (3)			306,000			306,000
Joint Venture Debt			352,923			352,923
Related Party Notes Payable			180,000			180,000
Contingent Liabilities & Letters of Credit			36,182			36,182
Unsecured Debt (4)			5,300,000			5,300,000

Total Outstanding Debt		$	10,208,747		$	10,208,747

Consolidated EBITDA:
Income before Gains on Sales of Real Estate (per Consolidated Income Statement)		$	123,792		$	123,792
Subtract: Income from Unconsolidated Joint Ventures (per Consolidated Income Statement)			(2,647	)		(2,647	)
Add: Losses from Investments in Securities (per Consolidated Income Statement)			1,515			1,515
Add: Interest Expense (per Consolidated Income Statement)			108,727			108,727
Add: Depreciation and Amortization (per Consolidated Income Statement)			153,015			153,015

EBITDA			384,402			384,402
Add: Company share of unconsolidated joint venture EBITDA			10,827			10,827

Consolidated EBITDA		$	395,229		$	395,229

Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)		$	108,727		$	108,727
Add: Company share of unconsolidated joint venture interest expense			3,830			3,830
Less: Amortization of financing costs (including Joint Venture %)			(2,037	)		(2,037	)
Less: Interest expense funded by construction loan draws			(9	)		(9	)

Adjusted Interest Expense		$	110,511		$	110,511


Covenant Ratios and Related Data	Test	Actual			Actual
Total Outstanding Debt/Total Assets	Less than 60%		41.4	%		40.6	%
Secured Debt/Total Assets	Less than 50%		19.0	%		18.7	%
Interest Coverage (Annualized Consolidated EBITDA to
Annualized Interest Expense)	Greater than 1.50x		3.58			3.58
Unencumbered Assets/ Unsecured Debt	Greater than 150%		308.4	%		314.3	%

Unencumbered Consolidated Property EBITDA (5)		$	256,120		$	256,120

Unencumbered Interest Coverage (Unencumbered Consolidated Property EBITDA to Unsecured Interest Expense)			4.43			4.43

% of Unencumbered Consolidated Property EBITDA to Consolidated EBITDA			64.8	%		64.8	%

# of in-service unencumbered properties			137			137

(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 interest adjustment of $98,429.

(3)	Excludes aggregate fair value interest adjustment of $2,817.

(4)	Excludes aggregate debt discount of $11,092.

(5)

Unencumbered Consolidated Property EBITDA is a non-GAAP financial measure equal to Consolidated EBITDA excluding corporate revenue and expenses, encumbered consolidated Property EBITDA, EBITDA from land and properties that have either been disposed of or not fully placed in-service and items that in our view are not representative of a property’s standard ongoing performance, such as termination income and other similar items. For the three months ended September 30, 2015, these excluded amounts were approximately $(12,512), $131,945, $8,025 and $11,651, respectively.

Boston Properties, Inc.

Third Quarter 2015

UNCONSOLIDATED JOINT VENTURE DEBT ANALYSIS (*)

Debt Maturities and Principal Payments by Property

as of September 30, 2015

(in thousands)


Property	2015			2016			2017			2018			2019			Thereafter			Total
Metropolitan Square (51%)	$	321		$	1,332		$	1,410		$	1,493		$	1,582		$	80,327		$	86,465
540 Madison Avenue (60%)		—			—			—			72,000			—			—			72,000
Market Square North (50%)		266			1,094			1,148			1,205			1,265			58,090			63,068
901 New York Avenue (25%)		—			—			—			—			—			56,250			56,250
500 North Capitol Street, N.W. (30%)		—			—			—			—			—			31,500			31,500
Annapolis Junction Building One (50%)		70			279			279			19,519			—			—			20,147	(1)
Annapolis Junction Building Six (50%)		—			6,702			—			—			—			—			6,702	(2)
Annapolis Junction Building Seven (50%)		—			9,868			—			—			—			—			9,868	(3)
Annapolis Junction Building Eight (50%)		—			—			6,923			—			—			—			6,923	(3)

	$	657		$	19,275		$	9,760		$	94,217		$	2,847		$	226,167		$	352,923

GAAP Weighted Average Rate		5.05	%		2.84	%		2.99	%		2.01	%		5.41	%		4.82	%		3.92	%
% of Total Debt		0.18	%		5.46	%		2.77	%		26.70	%		0.81	%		64.08	%		100.00	%
Balloon Payments	$	—		$	16,570		$	6,923		$	91,472		$	—		$	221,044		$	336,009
Scheduled Amortization	$	657		$	2,705		$	2,837		$	2,745		$	2,847		$	5,123		$	16,914


Floating and Fixed Rate Debt Analysis
	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity
Floating Rate Debt		32.77	%		1.79	%		2.01	%		2.3	years
Fixed Rate Debt		67.23	%		4.79	%		4.85	%		6.2	years

Total Debt		100.00	%		3.81	%		3.92	%		4.9	years

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

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

(2)	On September 30, 2015, the Company modified and extended the loan to November 17, 2016.

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

Boston Properties, Inc.

Third Quarter 2015

UNCONSOLIDATED JOINT VENTURES


*Balance Sheet Information*
(unaudited and in thousands) as of September 30, 2015
	540 Madison Avenue			Market Square North			Metropolitan Square			901 New York Avenue			Wisconsin Place (1)			Annapolis Junction (2)			500 North Capitol Street, N.W.			North Station (Phase 1 - Air Rights)			1001 6th Street (formerly 501 K Street)			Dock72 (3)			1265 Main Street (4)			Total Unconsolidated Joint Ventures
Net Equity (5) (6)	$	69,364		$	(10,046	)	$	9,545		$	(12,015	)	$	44,111		$	27,851		$	(3,015	)	$	9,541		$	42,653		$	10,282		$	4,182		$	192,453

Mortgage/Construction loans payable (5)	$	72,000		$	63,068		$	86,465		$	56,250		$	—		$	43,640		$	31,500		$	—		$	—		$	—		$	—		$	352,923

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


*Results of Operations*
(unaudited and in thousands) for the three months ended September 30, 2015
	540 Madison Avenue			Market Square North			Metropolitan Square			901 New York Avenue			Wisconsin Place (1)			Annapolis Junction (2)			500 North Capitol Street, N.W.			North Station (Phase 1 - Air Rights)			1001 6th Street (formerly 501 K Street)			Dock72 (3)			1265 Main Street (4)			Total Unconsolidated Joint Ventures
REVENUE
Rental (7)	$	5,778		$	3,714		$	7,194		$	5,508		$	963		$	5,410		$	2,576		$	—		$	137		$	—		$	—		$	31,280
Operating recoveries		708			750			1,397			2,218			193			832			1,130			—			—			—			—			7,228
Straight-line rent		415			322			(219	)		583			—			(1,606	)		218			—			—			—			—			(287	)
Fair value lease revenue		(24	)		—			—			—			—			—			—			—			—			—			—			(24	)
Termination Income		—			—			—			—			—			—			—			—			—			—			—			—

Total revenue		6,877			4,786			8,372			8,309			1,156			4,636			3,924			—			137			—			—			38,197

EXPENSES
Operating		3,336			2,228			3,342			3,381			414			1,628			1,328			—			239			—			—			15,896

NET OPERATING INCOME		3,541			2,558			5,030			4,928			742			3,008			2,596			—			(102	)		—			—			22,301
Interest		569			1,552			2,465			2,075			—			230			1,128			—			—			—			—			8,019
Depreciation and amortization		1,845			819			1,913			1,315			1,383			680			877			—			—			—			—			8,832

SUBTOTAL		2,414			2,371			4,378			3,390			1,383			910			2,005			—			—			—			—			16,851

NET INCOME/(LOSS)	$	1,127		$	187		$	652		$	1,538		$	(641	)	$	2,098		$	591		$	—		$	(102	)	$	—		$	—		$	5,450

BXP’s share of net income/(loss)	$	676		$	94		$	334		$	415	(8)	$	(213	)	$	1,049		$	177		$	—		$	(51	)	$	—		$	—			2,481
Basis differential (9)		170			(3	)		12			(6	)		(7	)		(10	)		10			—			—			—			—			166

Income/(loss) from unconsolidated joint ventures	$	846		$	91		$	346		$	409	(8)	$	(220	)	$	1,039		$	187		$	—		$	(51	)	$	—		$	—		$	2,647
BXP’s share of depreciation & amortization		992			418			991			321	(8)		466			355			265			—			—			—			—			3,808

BXP’s share of Funds from Operations (FFO)	$	1,838		$	509		$	1,337		$	730		$	246		$	1,394		$	452		$	—		$	(51	)	$	—		$	—		$	6,455

BXP’s share of revenue (7) (10)	$	3,702		$	2,018		$	3,558		$	2,938	(8)	$	321		$	1,902		$	838		$	—		$	69		$	—		$	—		$	15,346

BXP’s share of net operating income/(loss) (7)	$	2,127		$	1,279		$	2,565		$	2,377	(8)	$	247		$	1,504		$	779		$	—		$	(51	)	$	—		$	—		$	10,827

(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 three properties in service, one property in development and two undeveloped land parcels.

(3)	Refer to Note 3 under “Acquisitions” on page 46.

(4)	Refer to Note 2 under “Acquisitions” on page 46.

(5)	Represents the Company’s share.

(6)	As of September 30, 2015, certain investments with deficit balances aggregating ($25,076) have been reflected within Other Liabilities on the Company’s Consolidated Balance Sheet.

(7)	Includes approximately $33 of management services income of which the Company’s share is approximately $19 and approximately $33 of interest and other income of which the Company’s share is approximately $14.

(8)	Reflects 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.

(10)	Excludes operating recoveries.

Boston Properties, Inc.

Third Quarter 2015

CONSOLIDATED JOINT VENTURES

(unaudited and in thousands)


*Balance Sheets*
as of September 30, 2015

BXP’s ownership percentage	60.00%			55.00%			95.00%			50.00%

				Norges Joint Ventures
	767 Fifth Avenue (The GM Building)			Times Square Tower 601 Lexington Avenue 100 Federal Street Atlantic Wharf Office			Salesforce Tower			505 9th Street (1)			Total Consolidated Joint Ventures
ASSETS
Real estate, net	$	3,474,570		$	2,244,475		$	419,985		$	—		$	6,139,030
Cash and cash held in escrows		83,374			133,279			6			8,324			224,983
Other assets		117,913			190,770			2,333			133			311,149

Total assets	$	3,675,857		$	2,568,524		$	422,324		$	8,457		$	6,675,162

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	1,388,859		$	702,082		$	—		$	—		$	2,090,941
Mezzanine notes payable		308,817			—			—			—			308,817
Related party notes payable		180,000			—			—			—			180,000
Accrued interest on related party notes		111,421			—			—			—			111,421
Other liabilities		161,761			62,779			32,029			293			256,862

Total liabilities		2,150,858			764,861			32,029			293			2,948,041

Equity:
Boston Properties, Inc.		1,083,065	(2)		669,561			372,591			4,082			2,129,299
Redeemable interest in property partnership		—			—			—			—			—
Noncontrolling interests		441,934			1,134,102			17,704			4,082			1,597,822	(3)

Total equity		1,524,999			1,803,663			390,295			8,164			3,727,121

Total liabilities and equity	$	3,675,857		$	2,568,524		$	422,324		$	8,457		$	6,675,162


*Income Statements*
for the three months ended September 30, 2015

BXP’s ownership percentage		60.00	%		55.00	%		95.00	%		50.00	%		50.00	%


				Norges Joint Ventures
	767 Fifth Avenue (The GM Building)			Times Square Tower 601 Lexington Avenue 100 Federal Street Atlantic Wharf Office			Salesforce Tower			505 9th Street (1)			Fountain Square (4)			Total Consolidated Joint Ventures
REVENUE
Rental	$	65,619		$	90,892		$	—		$	4,575		$	8,930		$	170,016
Straight-line rent		4,818			2,298			—			176			404			7,696
Fair value lease revenue		6,394			771			—			—			(37	)		7,128
Termination income		1,769			2,412			—			—			88			4,269
Parking and other		854			1,492			—			389			67			2,802

Total revenue		79,454			97,865			—			5,140			9,452			191,911

EXPENSES
Operating		26,923			32,835			—			1,013			3,231			64,002

NET OPERATING INCOME		52,531			65,030			—			4,127			6,221			127,909
Management services income		(348	)		(578	)		—			—			—			(926	)
Interest and other income		(6	)		(102	)		—			—			(1	)		(109	)
Interest expense		24,157			8,434			—			1,453			3,120			37,164
Interest expense - partner notes		7,800			—			—			—			—			7,800
Fair value adjustment to interest expense		(11,137	)		—			—			—			(1,664	)		(12,801	)
Depreciation and amortization		27,187			20,621			—			326			4,490			52,624
Gain on sale		—			—			—			(199,479	)		—			(199,479	)

SUBTOTAL		47,653			28,375			—			(197,700	)		5,945			(115,727	)

NET INCOME/(LOSS)	$	4,878		$	36,655		$	—		$	201,827		$	276		$	243,636

Reconciliation of partners’ noncontrolling interest (NCI):
Add back depreciation & amortization—BXP basis difference	$	15		$	11		$	—		$	10		$	10		$	46
Special allocation—BXP basis		—			(102	)		—			—			—			(102	)
Add back partners’ share of partner loan interest		7,800			—			—			—			—			7,800

Partners’ net income/(loss) before interest allocation		12,693			36,564			—			201,837			286			251,380
Partners’ NCI share of net income before interest allocation		5,077			16,454			—			102,297			142			123,970
Partners’ share of partner loan interest		(7,800	)		—			—			—			—			(7,800	)
Allocation of management and other fees to non-controlling partner		(585	)		(810	)		—			(73	)		(97	)		(1,565	)
Accretion and adjustments		—			—			—			—			635			635

Partners’ NCI	$	(3,308	)	$	15,644		$	—		$	102,224		$	680		$	115,240

Reconciliation of partners’ share of FFO:
Net income/(loss)	$	4,878		$	36,655		$	—		$	201,827		$	276		$	243,636
Special allocation - BXP basis		—			(102	)		—			—			—			(102	)
Deduct gain on sale of real estate		—			—			—			(199,479	)		—			(199,479	)
Add back depreciation & amortization		27,187			20,621			—			326			4,490			52,624

Entity FFO		32,065			57,174			—			2,674			4,766			96,679
Partners’ share of net income/(loss)		1,957			16,499			—			102,297			142			120,895
Partners’ share of partner loan interest not in partner’s share of entity FFO		(4,680	)		—			—			—			—			(4,680	)
Allocation of management and other fees to non-controlling partner		(585	)		(810	)		—			(73	)		(97	)		(1,565	)
Deduct partner’s share of gain on sale of real estate		—			—			—			(101,118	)		—			(101,118	)
Partners’ share of depreciation and amortization		10,869			9,275			—			158			1,104			21,406
Accretion and adjustments		—			(46	)		—			—			635			589

Partners’ share FFO	$	7,561		$	24,918		$	—		$	1,264		$	1,784		$	35,527

Reconciliation of BXP share of FFO
BXP share of net income/(loss) adjusted for partners’ NCI		8,186			21,011			—			99,603			(404	)		128,396
Deduct BXP share of gain on sale of real estate		—			—			—			(98,361	)		—			(98,361	)
Depreciation & amortization—BXP basis difference		15			11			—			10			10			46
Other adjustment (5)		141			46			—			—			6			193
BXP share of depreciation & amortization		16,303			11,336			—			158			3,376			31,173

BXP share of FFO	$	24,645		$	32,404		$	—		$	1,410		$	2,988		$	61,447

Unearned portion of capitalized fees (5)	$	340		$	276		$	—		$	—		$	—		$	616

(1)	Refer to Note 2 under “Dispositions” on page 46.

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

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

(4)	Refer to Note 4 under “Acquisitions” on page 46.

(5)	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.

Third Quarter 2015

PORTFOLIO OVERVIEW

(dollars in thousands)

Rentable Square Footage and Percentage of Combined Net Operating Income of In-Service Properties by Location and Type of Property

for the Quarter Ended September 30, 2015 (1) (2)


Geographic Area	Square Feet Office (3)			% of NOI Office (4)			Square Feet Office/ Technical (3)			% 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		13,194,832	(5)		26.0	%		392,530			1.1	%		13,587,362	(5)		33.0	%		0.2	%		1.1	%		28.4	%
New York		11,568,957	(5)		40.0	%		—			—			11,568,957	(5)		28.1	%		—			—			40.0	%
San Francisco		5,486,655			11.5	%		570,053			1.1	%		6,056,708			14.7	%		—			—			12.6	%
Washington, DC		9,203,471	(5)		18.1	%		738,829			0.5	%		9,942,300	(5)		24.2	%		0.4	%		—			19.0	%

Total		39,453,915	(5)		95.6	%		1,701,412			2.7	%		41,155,327	(5)		100.0	%		0.6	%		1.1	%		100.0	%

% of Total		95.9	%					4.1	%					100.0	%


Percentage of Combined Net Operating Income of In-Service Properties by Location (2) (4)
Geographic Area	CBD			Suburban			Total
Boston		22.9	%		5.5	%		28.4	%
New York		38.1	%		1.9	%		40.0	%
San Francisco		9.9	%		2.7	%		12.6	%
Washington, DC		8.1	%		10.9	%		19.0	%

Total		79.0	%		21.0	%		100.0	%


*Hotel Properties*
	Number of Rooms		Square Feet (6)
Boston Marriott Cambridge, Cambridge, MA		433		334,260

Total Hotel Properties		433		334,260


Rentable Square Footage and Rental Revenue of In-Service Properties by Unit Type for the Quarter Ended September 30, 2015 (7)
	Square Feet		Revenue from Consolidated Portfolio			Revenue from Unconsolidated Joint Ventures Portfolio (8)		Total		% of Total
Office		37,302,976	$	439,358		$	13,303	$	452,661		82.6	%
Office/Technical		1,690,316		11,236			—		11,236		2.1	%
Retail		2,202,091		40,441			833		41,274		7.5	%
Residential		406,648		3,332			—		3,332		0.6	%
Hotel		330,000		12,523	(9)		—		12,523		2.3	%
Parking and other		N/A		25,509	(10)		1,177		26,686		4.9	%

Total		41,932,031	$	532,399		$	15,313	$	547,712		100.0	%


*Residential Properties*
	Number of Units		Square Feet
The Avant at Reston Town Center, Reston, VA		359		355,347	(11)
The Lofts at Atlantic Wharf, Boston, MA		86		87,097	(12)

Total Residential Properties		445		442,444

(1)	For disclosures relating to our definition of In-Service Properties, see page 50.

(2)	Combined Net Operating Income is a non-GAAP financial measure. For a quantitative reconciliation of Combined NOI to net income attributable to Boston Properties, Inc., see page 42. For disclosures relating to our use of Combined NOI see page 50.

(3)	Includes approximately 2,200,000 square feet of retail space in Office and approximately 11,000 square feet of retail space in Office/Technical.

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

(5)	Includes 100% of the rentable square footage of our In-Service Properties. For disclosures relating to our In-Service Properties, see pages 21-23.

(6)	Includes 4,260 square feet of retail space.

(7)	Excludes recoveries from tenants.

(8)	Represents the Company’s share. For additional information on unconsolidated joint ventures, see page 18.

(9)	Excludes approximately $67 of base rent from retail tenants which is included in Retail above and approximately $29 of recoveries from tenants.

(10)	Includes approximately $2,200 of other income.

(11)	Includes 26,179 square feet of retail space.

(12)	Includes 9,617 square feet of retail space.

Boston Properties, Inc.

Third Quarter 2015

In-Service Property Listing

as of September 30, 2015


	Sub Market	Number of Buildings		Square Feet		Leased %			Annualized Revenue Per Leased SF (1)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)
Boston
Office
200 Clarendon Street (formerly John Hancock Tower)	CBD Boston MA		1		1,742,739		77.0	%	$	63.23	Y	CBD
100 Federal Street (55% ownership)	CBD Boston MA		1		1,265,000		84.0	%		51.12	N	CBD
800 Boylston Street - The Prudential Center	CBD Boston MA		1		1,227,964		90.8	%		57.68	N	CBD
111 Huntington Avenue - The Prudential Center	CBD Boston MA		1		860,455		100.0	%		62.09	N	CBD
Atlantic Wharf Office (55% ownership)	CBD Boston MA		1		793,827		100.0	%		63.56	N	CBD
101 Huntington Avenue - The Prudential Center	CBD Boston MA		1		505,249		93.6	%		46.11	N	CBD
The Shops at the Prudential Center	CBD Boston MA		1		490,273		95.7	%		74.77	N	CBD
Star Market at the Prudential Center	CBD Boston MA		1		57,235		100.0	%		54.33	N	CBD

			8		6,942,742		88.9	%	$	59.53

355 Main Street (formerly Five Cambridge Center)	East Cambridge MA		1		265,342		100.0	%	$	64.46	N	CBD
90 Broadway (formerly Four Cambridge Center)	East Cambridge MA		1		222,656		97.1	%		49.55	N	CBD
255 Main Street (formerly One Cambridge Center)	East Cambridge MA		1		215,629		100.0	%		54.87	N	CBD
300 Binney Street (formerly Seventeen Cambridge Center)	East Cambridge MA		1		195,191		100.0	%		52.98	N	CBD
150 Broadway (formerly Eight Cambridge Center)	East Cambridge MA		1		177,226		100.0	%		47.09	N	CBD
105 Broadway (formerly Ten Cambridge Center)	East Cambridge MA		1		152,664		100.0	%		46.40	N	CBD
325 Main Street (formerly Three Cambridge Center)	East Cambridge MA		1		115,361		100.0	%		44.04	N	CBD
145 Broadway (formerly Eleven Cambridge Center)	East Cambridge MA		1		79,616		100.0	%		60.04	N	CBD
University Place	Mid-Cambridge MA		1		195,282		100.0	%		44.52	Y	CBD

			9		1,618,967		99.6	%	$	52.08

Bay Colony Corporate Center	Route 128 Mass Turnpike MA		4		996,317		87.3	%	$	35.24	N	S
Reservoir Place	Route 128 Mass Turnpike MA		1		528,885		92.8	%		35.91	N	S
140 Kendrick Street	Route 128 Mass Turnpike MA		3		380,987		84.2	%		37.38	N	S
Weston Corporate Center	Route 128 Mass Turnpike MA		1		356,995		100.0	%		51.95	N	S
Waltham Weston Corporate Center	Route 128 Mass Turnpike MA		1		306,728		90.3	%		31.37	N	S
230 CityPoint	Route 128 Mass Turnpike MA		1		300,573		96.5	%		33.72	N	S
200 West Street	Route 128 Mass Turnpike MA		1		256,245		99.3	%		33.61	N	S
77 CityPoint	Route 128 Mass Turnpike MA		1		209,707		100.0	%		45.69	N	S
195 West Street	Route 128 Mass Turnpike MA		1		63,500		100.0	%		40.40	N	S
Quorum Office Park	Route 128 Northwest MA		2		267,527		90.0	%		18.56	N	S
Lexington Office Park	Route 128 Northwest MA		2		166,858		85.9	%		26.13	N	S
191 Spring Street	Route 128 Northwest MA		1		158,900		100.0	%		33.45	N	S
40 Shattuck Road	Route 128 Northwest MA		1		121,542		81.6	%		22.25	N	S
91 Hartwell Avenue	Route 128 Northwest MA		1		119,216		98.0	%		26.17	N	S
201 Spring Street	Route 128 Northwest MA		1		106,300		100.0	%		35.90	N	S
33 Hayden Avenue	Route 128 Northwest MA		1		80,872		100.0	%		42.20	N	S
32 Hartwell Avenue	Route 128 Northwest MA		1		69,154		100.0	%		23.97	N	S
100 Hayden Avenue	Route 128 Northwest MA		1		55,924		100.0	%		40.75	N	S
181 Spring Street	Route 128 Northwest MA		1		55,793		100.0	%		30.68	N	S
92 Hayden Avenue	Route 128 Northwest MA		1		31,100		100.0	%		40.60	N	S

			27		4,633,123		92.6	%	$	35.04

Office/Technical
415 Main Street (formerly Seven Cambridge Center)	East Cambridge MA		1		231,028		100.0	%	$	91.53	N	CBD
250 Binney Street (formerly Fourteen Cambridge Center)	East Cambridge MA		1		67,362		100.0	%		43.08	N	CBD
164 Lexington Road	Route 128 Northwest MA		1		64,140		0.0	%		—	N	S
17 Hartwell Avenue	Route 128 Northwest MA		1		30,000		0.0	%		—	N	S

			4		392,530		76.0	%	$	80.59

	Total Boston:		48		13,587,362		91.1	%	$	50.52

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

Boston Properties, Inc.

Third Quarter 2015

In-Service Property Listing (continued)

as of September 30, 2015


		Sub Market	Number of Buildings		Square Feet		Leased %			Annualized Revenue Per Leased SF (1)		Encumbered with secured debt (Y/N)		Central Business District (CBD) or Suburban (S)
New York
Office
	767 Fifth Avenue (The GM Building) (60% ownership)	Plaza District NY		1		1,820,488		96.7	%	$	140.40		Y		CBD
	399 Park Avenue	Park Avenue NY		1		1,710,383		98.9	%		87.78		N		CBD
	601 Lexington Avenue (55% ownership)	Park Avenue NY		1		1,632,540		98.5	%		93.73		Y		CBD
	599 Lexington Avenue	Park Avenue NY		1		1,057,978		97.6	%		79.42		Y		CBD
	Times Square Tower (55% ownership)	Times Square NY		1		1,247,454		100.0	%		76.16		N		CBD
(2)	250 West 55th Street	Times Square / West Side NY		1		986,823		80.7	%		86.16		N		CBD
	510 Madison Avenue	Fifth/Madison Avenue NY		1		355,598		98.5	%		117.76		N		CBD
	540 Madison Avenue (60% ownership)	Fifth/Madison Avenue NY		1		283,695		93.6	%		98.31		Y		CBD

				8		9,094,959		96.2	%	$	98.21

	One Tower Center	East Brunswick NJ		1		412,797		35.5	%	$	31.01		N		S
	510 Carnegie Center	Princeton NJ		1		234,160		100.0	%		33.79		N		S
	210 Carnegie Center	Princeton NJ		1		162,372		79.3	%		33.74		N		S
	206 Carnegie Center	Princeton NJ		1		161,763		100.0	%		31.23		N		S
	212 Carnegie Center	Princeton NJ		1		151,547		79.0	%		36.63		N		S
	214 Carnegie Center	Princeton NJ		1		150,774		67.6	%		32.99		N		S
	506 Carnegie Center	Princeton NJ		1		149,110		62.5	%		33.00		N		S
	508 Carnegie Center	Princeton NJ		1		134,433		100.0	%		33.58		N		S
	202 Carnegie Center	Princeton NJ		1		134,068		65.0	%		35.84		N		S
	101 Carnegie Center	Princeton NJ		1		128,288		39.3	%		30.04		N		S
	504 Carnegie Center	Princeton NJ		1		121,990		66.1	%		48.23		N		S
	502 Carnegie Center	Princeton NJ		1		121,460		95.2	%		34.52		N		S
	701 Carnegie Center	Princeton NJ		1		120,000		100.0	%		39.04		N		S
	104 Carnegie Center	Princeton NJ		1		102,830		90.1	%		33.27		N		S
	105 Carnegie Center	Princeton NJ		1		69,955		62.7	%		31.70		N		S
	302 Carnegie Center	Princeton NJ		1		64,926		100.0	%		34.87		N		S
	211 Carnegie Center	Princeton NJ		1		47,025		100.0	%		36.59		N		S
	201 Carnegie Center	Princeton NJ		—		6,500		100.0	%		32.54		N		S

				17		2,473,998		73.9	%	$	34.47

		Total New York:		25		11,568,957		91.5	%	$	87.19

San Francisco
Office
	Embarcadero Center Four	CBD San Francisco CA		1		934,407		93.5	%	$	59.61		Y		CBD
	Embarcadero Center One	CBD San Francisco CA		1		830,776		93.5	%		52.74		N		CBD
	Embarcadero Center Two	CBD San Francisco CA		1		778,988		90.9	%		57.19		N		CBD
	Embarcadero Center Three	CBD San Francisco CA		1		775,146		97.3	%		48.08		N		CBD
(2)	680 Folsom Street	CBD San Francisco CA		2		524,793		98.4	%		56.58		N		CBD

				6		3,844,110		94.4	%	$	54.81

	3100-3130 Zanker Road	San Jose CA		4		543,900		19.5	%	$	20.55		N		S
(3)	North First Business Park	San Jose CA		5		190,636		100.0	%		16.04		N		S
	601 and 651 Gateway	South San Francisco CA		2		506,280		99.6	%		37.99		N		S
	611 Gateway	South San Francisco CA		1		260,337		85.8	%		37.79		N		S
	2440 West El Camino Real	Mountain View CA		1		141,392		100.0	%		55.18		N		S

				13		1,642,545		71.0	%	$	34.85

Office/Technical
	Mountain View Research Park	Mountain View CA		15		540,433		100.0	%	$	37.84		N		S
	453 Ravendale Drive	Mountain View CA		1		29,620		100.0	%		25.73		N		S

				16		570,053		100.0	%	$	37.28

		Total San Francisco:		35		6,056,708		88.6	%	$	48.61

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Not included in Same Property analysis.

(3)	Property held for redevelopment.

Boston Properties, Inc.

Third Quarter 2015

In-Service Property Listing (continued)

as of September 30, 2015


									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)
Washington, DC
Office
Capital Gallery	Southwest Washington DC		1		631,029		98.9	%	$	56.52		N		CBD
500 E Street, S.W.	Southwest Washington DC		1		251,994		100.0	%		45.54		N		CBD
Metropolitan Square (51% ownership)	East End Washington DC		1		590,251		90.1	%		56.81		Y		CBD
901 New York Avenue (25% ownership)	East End Washington DC		1		539,680		90.7	%		57.44		Y		CBD
Market Square North (50% ownership)	East End Washington DC		1		414,554		73.0	%		60.44		Y		CBD
2200 Pennsylvania Avenue	CBD Washington DC		1		458,831		100.0	%		85.91		N		CBD
1333 New Hampshire Avenue	CBD Washington DC		1		315,371		100.0	%		50.94		N		CBD
1330 Connecticut Avenue	CBD Washington DC		1		252,136		99.4	%		59.79		N		CBD
Sumner Square	CBD Washington DC		1		208,892		100.0	%		49.38		N		CBD
500 North Capitol Street, N.W. (30% ownership)	Capitol Hill Washington DC		1		230,859		92.8	%		65.38		Y		CBD

			10		3,893,597		93.7	%	$	59.64

South of Market	Reston VA		3		623,665		90.2	%	$	52.72		N		S
Fountain Square	Reston VA		2		521,706		98.4	%		46.21		Y		S
One Freedom Square	Reston VA		1		432,581		99.6	%		46.13		N		S
Two Freedom Square	Reston VA		1		421,757		98.8	%		44.03		N		S
One and Two Discovery Square	Reston VA		2		366,990		97.8	%		43.43		N		S
One Reston Overlook	Reston VA		1		319,519		100.0	%		37.38		N		S
Reston Corporate Center	Reston VA		2		261,046		100.0	%		38.82		N		S
Democracy Tower	Reston VA		1		259,441		100.0	%		57.76		N		S
Fountain Square Retail	Reston VA		1		237,209		95.0	%		54.61		Y		S
Two Reston Overlook	Reston VA		1		134,615		100.0	%		36.72		N		S

			15		3,578,529		97.3	%	$	46.38

Wisconsin Place Office	Montgomery County MD		1		299,186		97.6	%	$	53.68		N		S
2600 Tower Oaks Boulevard	Montgomery County MD		1		179,369		58.2	%		36.94		N		S
New Dominion Technology Park—Building Two	Herndon VA		1		257,400		100.0	%		39.34		N		S
New Dominion Technology Park—Building One	Herndon VA		1		235,201		100.0	%		33.66		Y		S
Kingstowne Two	Springfield VA		1		156,251		93.7	%		37.94		Y		S
Kingstowne One	Springfield VA		1		151,483		80.3	%		39.94		N		S
Kingstowne Retail	Springfield VA		1		88,288		100.0	%		33.86		Y		S
(2) Annapolis Junction Building Seven (50% ownership)	Anne Arundel County MD		1		127,229		100.0	%		31.79		Y		S
Annapolis Junction Building Six (50% ownership)	Anne Arundel County MD		1		119,339		48.9	%		29.80		Y		S
Annapolis Junction Building One (50% ownership)	Anne Arundel County MD		1		117,599		88.8	%		138.94		Y		S

			10		1,731,345		88.7	%	$	46.42

Office/Technical
7601 Boston Boulevard	Springfield VA		1		114,028		100.0	%	$	18.39		N		S
7435 Boston Boulevard	Springfield VA		1		103,557		67.1	%		22.12		N		S
8000 Grainger Court	Springfield VA		1		88,775		37.6	%		23.02		N		S
7500 Boston Boulevard	Springfield VA		1		79,971		100.0	%		16.13		N		S
7501 Boston Boulevard	Springfield VA		1		75,756		100.0	%		28.32		N		S
7450 Boston Boulevard	Springfield VA		1		62,402		0.0	%		—		N		S
7374 Boston Boulevard	Springfield VA		1		57,321		100.0	%		17.55		N		S
8000 Corporate Court	Springfield VA		1		52,539		100.0	%		13.42		N		S
7451 Boston Boulevard	Springfield VA		1		45,615		67.4	%		25.82		N		S
7300 Boston Boulevard	Springfield VA		1		32,000		100.0	%		20.60		N		S
7375 Boston Boulevard	Springfield VA		1		26,865		100.0	%		24.29		N		S

			11		738,829		77.4	%	$	20.35

	Total Washington, DC:		46		9,942,300		92.9	%	$	50.01

	Total In-Service Properties:		154		41,155,327		91.3	%	$	60.45

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(2)	Not included in Same Property analysis.

Boston Properties, Inc.

Third Quarter 2015

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION

TOP 20 TENANTS BY SQUARE FEET LEASED


					% of
	Tenant	Sq. Ft.			Portfolio
1	US Government		1,795,102	(1)		4.36	%
2	Citibank		984,692	(2)		2.39	%
3	Biogen		772,212			1.88	%
4	Bank of America		758,995	(3)		1.84	%
5	Wellington Management		680,566	(4)		1.65	%
6	Arnold & Porter		644,409			1.57	%
7	Kirkland & Ellis		612,769	(5)		1.49	%
8	Genentech		570,770			1.39	%
9	Ropes & Gray		528,931			1.29	%
10	O’Melveny & Myers		500,046	(6)		1.22	%
11	Weil Gotshal Manges		455,819	(7)		1.11	%
12	Shearman & Sterling		450,258			1.09	%
13	Google		383,428			0.93	%
14	Microsoft		382,532			0.93	%
15	Finnegan Henderson Farabow		362,405	(8)		0.88	%
16	Ann Inc. (fka Ann Taylor Corp.)		351,026	(9)		0.85	%
17	Morgan Lewis Bockius		348,151			0.85	%
18	PTC		320,655			0.78	%
19	Blue Cross and Blue Shield of Massachusetts		308,210			0.75	%
20	Mass Financial Services		301,668			0.73	%
	Total % of Portfolio Square Feet					27.97	%
	Total % of Portfolio Revenue					30.22	%
	Total % of Boston Properties’ Share of Portfolio Revenue					28.12	%

Notable Signed Deals (10)


Tenant	Property	Sq. Ft.
salesforce.com	Salesforce Tower	714,000

(1)	Includes 81,088 & 232,103 square feet of space in properties in which Boston Properties has a 51% & 50% interest, respectively.

(2)	Includes 443,141, 10,080 & 2,761 square feet of space in properties in which Boston Properties has a 55%, 60%, and 51% interest, respectively.

(3)	Includes 690,912 & 50,887 square feet of space in properties in which Boston Properties has a 55% & 60% interest, respectively.

(4)	Includes 669,807 square feet of space in properties in which Boston Properties has a 55% interest.

(5)	Includes 391,662 & 221,107 square feet of space in properties in which Boston Properties has a 55% & 51% interest, respectively.

(6)	Includes 325,750 square feet of space in a property in which Boston Properties has a 55% interest.

(7)	Includes 427,672 & 28,147 square feet of space in properties in which Boston Properties has a 60% & 55% interest, respectively.

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

(9)	Includes 331,209 square feet of space in a property in which Boston Properties has a 55% interest.

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

TENANT DIVERSIFICATION (GROSS RENT)

LOGO

Boston Properties, Inc.

Third Quarter 2015

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
2015		1,001,433	$	53,850,546	$	53.77	$	53,857,034	$	53.78		2.67	%(4)
2016		2,412,223		121,730,076		50.46		123,319,353		51.12		6.44	%
2017		2,854,207		175,865,295		61.62		178,002,271		62.36		7.62	%
2018		1,623,524		97,257,116		59.90		99,072,200		61.02		4.34	%
2019		3,035,095		165,548,747		54.54		172,022,896		56.68		8.11	%
2020		4,018,313		256,670,253		63.88		268,861,058		66.91		10.73	%
2021		2,438,154		127,192,905		52.17		140,694,999		57.71		6.51	%
2022		3,654,825		202,084,290		55.29		221,407,316		60.58		9.76	%
2023		1,136,658		62,106,798		54.64		71,928,498		63.28		3.04	%
2024		2,445,444		141,511,670		57.87		156,936,846		64.18		6.53	%
Thereafter		9,913,910		663,950,276		66.97		849,731,385		85.71		26.48	%

Occupancy By Location (2) (5)


	CBD						Suburban						Total
Location	30-Sep-15			30-Sep-14			30-Sep-15			30-Sep-14			30-Sep-15			30-Sep-14
Boston		90.9	%		93.2	%		92.6	%		89.7	%		91.5	%		92.0	%
New York		96.2	%		93.2	%		73.9	%		82.0	%		91.5	%		90.8	%
San Francisco		94.4	%		94.8	%		71.0	%		68.9	%		87.4	%		87.0	%
Washington, DC		93.7	%		95.7	%		94.5	%		96.3	%		94.2	%		96.1	%

Total Portfolio		93.8	%		93.8	%		87.5	%		88.7	%		91.5	%		92.0	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(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 square feet expiring on the last day of the current quarter.

(5)	Includes approximately 2,200,000 square feet of retail space.

Boston Properties, Inc.

Third Quarter 2015

IN-SERVICE OFFICE/TECHNICAL PROPERTIES

Lease Expirations (1) (2) (3)


							Annualized		Annualized
	Rentable Square		Current Annualized		Current Annualized		Revenues Under		Revenues Under
Year of Lease	Footage Subject to		Revenues Under		Revenues Under		Expiring Leases		Expiring Leases with		Percentage of
Expiration	Expiring Leases		Expiring Leases		Expiring Leases p.s.f.		with future step-ups		future step-ups-p.s.f.		Total Square Feet
2015		135,397	$	3,786,001	$	27.96	$	3,786,001	$	27.96		7.96	%
2016		327,934		23,928,913		72.97		24,112,230		73.53		19.27	%
2017		132,163		4,821,827		36.48		4,927,900		37.29		7.77	%
2018		28,364		1,200,331		42.32		1,258,325		44.36		1.67	%
2019		455,206		14,134,789		31.05		15,416,150		33.87		26.75	%
2020		128,713		2,999,940		23.31		3,178,940		24.70		7.57	%
2021		109,860		1,711,144		15.58		1,816,155		16.53		6.46	%
2022		—		—		—		—		—		0.00	%
2023		—		—		—		—		—		0.00	%
2024		82,188		3,241,817		39.44		3,894,777		47.39		4.83	%
Thereafter		23,439		452,293		19.30		540,892		23.08		1.38	%

Occupancy By Location (4)


	CBD						Suburban						Total
Location	30-Sep-15			30-Sep-14			30-Sep-15			30-Sep-14			30-Sep-15			30-Sep-14
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			100.0	%		96.8	%		100.0	%		96.8	%
Washington, DC		N/A			N/A			77.4	%		96.9	%		77.4	%		96.9	%

Total Portfolio		100.0	%		100.0	%		81.4	%		90.3	%		84.7	%		92.0	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(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 11,000 square feet of retail space.

Boston Properties, Inc.

Third Quarter 2015

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
2015		20,818	$	2,050,747	$	98.51	$	2,049,547	$	98.45		1.04	%(4)
2016		222,434		18,533,019		83.32		18,556,225		83.42		11.06	%
2017		164,374		14,539,580		88.45		14,590,445		88.76		8.17	%
2018		243,456		20,976,390		86.16		22,024,632		90.47		12.11	%
2019		83,243		5,992,996		71.99		6,197,023		74.44		4.14	%
2020		185,040		11,714,402		63.31		12,335,748		66.67		9.20	%
2021		132,979		19,253,747		144.79		21,054,241		158.33		6.61	%
2022		232,187		18,159,922		78.21		19,786,779		85.22		11.55	%
2023		196,555		17,871,999		90.93		20,314,869		103.35		9.77	%
2024		112,560		9,776,636		86.86		11,616,309		103.20		5.60	%
Thereafter		417,256		29,764,972		71.34		39,664,042		95.06		20.75	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(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 square feet expiring on the last day of the current quarter.

Boston Properties, Inc.

Third Quarter 2015

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
2015		1,157,648	$	59,687,295	$	51.56	$	59,692,581	$	51.56		2.81	%(4)
2016		2,962,591		164,192,008		55.42		165,987,808		56.03		7.20	%
2017		3,150,744		195,226,702		61.96		197,520,615		62.69		7.66	%
2018		1,895,344		119,433,838		63.01		122,355,157		64.56		4.61	%
2019		3,573,544		185,676,533		51.96		193,636,069		54.19		8.68	%
2020		4,332,066		271,384,595		62.65		284,375,746		65.64		10.53	%
2021		2,680,993		148,157,796		55.26		163,565,396		61.01		6.51	%
2022		3,887,012		220,244,212		56.66		241,194,095		62.05		9.44	%
2023		1,333,213		79,978,797		59.99		92,243,367		69.19		3.24	%
2024		2,640,192		154,530,123		58.53		172,447,933		65.32		6.42	%
Thereafter		10,354,605		694,167,541		67.04		889,936,320		85.95		25.16	%

Occupancy By Location (2) (5)


	CBD						Suburban						Total
Location	30-Sep-15			30-Sep-14			30-Sep-15			30-Sep-14			30-Sep-15			30-Sep-14
Boston		91.2	%		93.4	%		90.8	%		88.0	%		91.1	%		91.5	%
New York		96.2	%		93.2	%		73.9	%		82.0	%		91.5	%		90.8	%
San Francisco		94.4	%		94.8	%		78.5	%		76.1	%		88.6	%		87.9	%
Washington, DC		93.7	%		95.7	%		92.4	%		96.4	%		92.9	%		96.1	%

Total Portfolio		93.9	%		93.9	%		87.0	%		88.9	%		91.3	%		92.0	%

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(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 square feet expiring on the last day of the current quarter.

(5)	Includes approximately 2,200,000 square feet of retail space, excluding our residential and hotel properties.

Boston Properties, Inc.

Third Quarter 2015

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
2015		175,060	$	4,746,273	$	27.11	$	4,746,273	$	27.11	(4)		—	$	—	$	—	$	—	$	—
2016		680,931		26,531,671		38.96		27,647,860		40.60			225,532		20,724,156		91.89		20,724,156		91.89
2017		658,018		27,592,118		41.93		28,101,527		42.71			—		—		—		—		—
2018		438,798		18,108,693		41.27		18,620,787		42.44			—		—		—		—		—
2019		1,290,017		61,180,822		47.43		62,083,175		48.13			—		—		—		—		—
2020		532,303		25,086,290		47.13		26,371,246		49.54			—		—		—		—		—
2021		792,686		29,895,630		37.71		31,173,370		39.33			—		—		—		—		—
2022		1,635,943		79,424,186		48.55		84,396,486		51.59			—		—		—		—		—
2023		342,233		19,562,631		57.16		22,193,721		64.85			—		—		—		—		—
2024		407,475		18,829,051		46.21		20,969,102		51.46			67,362		2,902,112		43.08		3,508,370		52.08
Thereafter		4,244,355		235,574,704		55.50		278,689,071		65.66			—		—		—		—		—

	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
2015		10,247	$	1,274,152	$	124.34	$	1,272,952	$	124.23			185,307	$	6,020,425	$	32.49	$	6,019,225	$	32.48	(4)
2016		15,643		3,120,629		199.49		3,126,283		199.85			922,106		50,376,456		54.63		51,498,299		55.85	(5)
2017		50,101		3,743,206		74.71		3,769,044		75.23			708,119		31,335,324		44.25		31,870,571		45.01
2018		140,449		6,380,418		45.43		6,492,009		46.22			579,247		24,489,111		42.28		25,112,795		43.35
2019		11,787		1,912,160		162.23		1,986,212		168.51			1,301,804		63,092,982		48.47		64,069,387		49.22
2020		92,877		5,990,799		64.50		6,274,040		67.55			625,180		31,077,088		49.71		32,645,285		52.22
2021		38,642		2,613,944		67.65		2,803,582		72.55			831,328		32,509,574		39.11		33,976,952		40.87
2022		126,196		5,855,381		46.40		6,427,017		50.93			1,762,139		85,279,567		48.40		90,823,503		51.54
2023		79,937		7,251,892		90.72		8,087,672		101.18			422,170		26,814,524		63.52		30,281,394		71.73
2024		70,570		4,180,246		59.24		4,581,186		64.92			545,407		25,911,409		47.51		29,058,657		53.28
Thereafter		144,655		6,420,404		44.38		7,483,507		51.73			4,389,010		241,995,108		55.14		286,172,578		65.20

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(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 square feet expiring on the last day of the current quarter.

(5)

Includes 225,532 square feet of research/laboratory space. Excluding the research/laboratory space, current and future expiring rents would be $42.30 per square foot and $43.92 per square foot, respectively. This 225,532 square feet of research/laboratory space is subject to a tenant purchase option that was exercised on October 22, 2014 and is expected to close on February 1, 2016.

Boston Properties, Inc.

Third Quarter 2015

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 2015		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2015		—		—		—		—		—			—		—		—		—		—
Q3 2015		27,000		320,000		11.85		320,000		11.85	(4)		—		—		—		—		—
Q4 2015		148,060		4,426,273		29.90		4,426,273		29.90			—		—		—		—		—

Total 2015		175,060	$	4,746,273	$	27.11	$	4,746,273	$	27.11			—	$	—	$	—	$	—	$	—

Q1 2016		115,816	$	4,541,046	$	39.21	$	4,541,046	$	39.21			225,532	$	20,724,156	$	91.89	$	20,724,156	$	91.89
Q2 2016		22,857		1,143,808		50.04		1,143,808		50.04			—		—		—		—		—
Q3 2016		455,604		17,107,259		37.55		17,293,624		37.96			—		—		—		—		—
Q4 2016		86,654		3,739,558		43.16		4,669,383		53.89			—		—		—		—		—

Total 2016		680,931	$	26,531,671	$	38.96	$	27,647,860	$	40.60			225,532	$	20,724,156	$	91.89	$	20,724,156	$	91.89


	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 2015		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2015		—		—		—		—		—			—		—		—		—		—
Q3 2015		1		53,938		53,938		53,938		53,938	(4)		27,001		373,938		13.85		373,938		13.85	(4)
Q4 2015		10,246		1,220,214		119.09		1,219,014		118.97			158,306		5,646,487		35.67		5,645,287		35.66

Total 2015		10,247	$	1,274,152	$	124.34	$	1,272,952	$	124.23			185,307	$	6,020,425	$	32.49	$	6,019,225	$	32.48

Q1 2016		8,117	$	1,303,916	$	160.64	$	1,285,916	$	158.42			349,465	$	26,569,118	$	76.03	$	26,551,118	$	75.98
Q2 2016		1,419		473,178		333.46		448,278		315.91			24,276		1,616,986		66.61		1,592,086		65.58
Q3 2016		4,094		984,619		240.50		1,029,919		251.57			459,698		18,091,878		39.36		18,323,544		39.86
Q4 2016		2,013		358,915		178.30		362,169		179.92			88,667		4,098,473		46.22		5,031,552		56.75

Total 2016		15,643	$	3,120,629	$	199.49	$	3,126,283	$	199.85			922,106	$	50,376,456	$	54.63	$	51,498,299	$	55.85

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(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 square feet expiring on the last day of the current quarter.

Boston Properties, Inc.

Third Quarter 2015

IN-SERVICE NEW YORK REGION PROPERTIES

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


	OFFICE											OFFICE/TECHNICAL
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2015		170,343	$	10,722,673	$	62.95	$	10,722,673	$	62.95	(4)		—	$	—	$	—	$	—	$	—
2016		540,538		40,825,055		75.53		41,055,038		75.95			—		—		—		—		—
2017		1,112,506		97,990,351		88.08		98,188,083		88.26			—		—		—		—		—
2018		561,707		46,440,763		82.68		45,837,799		81.60			—		—		—		—		—
2019		531,506		42,505,770		79.97		44,342,744		83.43			—		—		—		—		—
2020		1,856,362		147,671,941		79.55		152,938,029		82.39			—		—		—		—		—
2021		315,235		24,296,294		77.07		26,006,425		82.50			—		—		—		—		—
2022		833,828		69,631,073		83.51		74,684,114		89.57			—		—		—		—		—
2023		81,115		6,998,760		86.28		7,658,273		94.41			—		—		—		—		—
2024		1,061,714		71,889,556		67.71		78,293,847		73.74			—		—		—		—		—
Thereafter		3,154,404		277,412,779		87.94		372,861,824		118.20			—		—		—		—		—

	RETAIL											Total Property Types
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
2015		1,620	$	170,965	$	105.53	$	170,964	$	105.53			171,963	$	10,893,637	$	63.35	$	10,893,637	$	63.35	(4)
2016		121,206		10,589,666		87.37		10,595,679		87.42			661,744		51,414,721		77.70		51,650,717		78.05
2017		31,285		5,891,023		188.30		5,891,023		188.30			1,143,791		103,881,374		90.82		104,079,106		90.99
2018		6,514		8,436,154		1,295.08		9,213,309		1,414.39			568,221		54,876,917		96.58		55,051,109		96.88
2019		—		—		—		—		—			531,506		42,505,770		79.97		44,342,744		83.43
2020		3,452		241,800		70.05		241,800		70.05			1,859,814		147,913,741		79.53		153,179,828		82.36
2021		19,401		11,904,318		613.59		13,076,280		674.00			334,636		36,200,612		108.18		39,082,705		116.79
2022		58,093		9,877,403		170.03		10,645,695		183.25			891,921		79,508,476		89.14		85,329,809		95.67
2023		32,984		6,595,448		199.96		7,789,358		236.16			114,099		13,594,208		119.14		15,447,630		135.39
2024		11,395		3,929,649		344.86		5,074,896		445.36			1,073,109		75,819,205		70.65		83,368,743		77.69
Thereafter		73,908		15,933,277		215.58		23,348,124		315.91			3,228,312		293,346,056		90.87		396,209,947		122.73

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(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)	Includes square feet expiring on the last day of the current quarter.

Boston Properties, Inc.

Third Quarter 2015

IN-SERVICE NEW YORK REGION PROPERTIES

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


	OFFICE											OFFICE/TECHNICAL
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2015		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2015		—		—		—		—		—			—		—		—		—		—
Q3 2015		4,699		150,950		32.12		150,950		32.12	(4)		—		—		—		—		—
Q4 2015		165,644		10,571,722		63.82		10,571,722		63.82			—		—		—		—		—

Total 2015		170,343	$	10,722,673	$	62.95	$	10,722,673	$	62.95			—	$	—	$	—	$	—	$	—

Q1 2016		171,860	$	10,539,702	$	61.33	$	10,539,702	$	61.33			—	$	—	$	—	$	—	$	—
Q2 2016		250,563		22,062,055		88.05		22,062,055		88.05			—		—		—		—		—
Q3 2016		58,034		3,467,739		59.75		3,681,899		63.44			—		—		—		—		—
Q4 2016		60,081		4,755,558		79.15		4,771,381		79.42			—		—		—		—		—

Total 2016		540,538	$	40,825,055	$	75.53	$	41,055,038	$	75.95			—	$	—	$	—	$	—	$	—


	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 2015		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2015		—		—		—		—		—			—		—		—		—		—
Q3 2015		—		—		—		—		—			4,699		150,950		32.12		150,950		32.12	(4)
Q4 2015		1,620		170,965		105.53		170,964		105.53			167,264		10,742,687		64.23		10,742,687		64.23

Total 2015		1,620	$	170,965	$	105.53	$	170,964	$	105.53			171,963	$	10,893,637	$	63.35	$	10,893,637	$	63.35

Q1 2016		46,938	$	5,147,410	$	109.66	$	5,148,086	$	109.68			218,798	$	15,687,113	$	71.70	$	15,687,788	$	71.70
Q2 2016		16,868		1,147,988		68.06		1,153,325		68.37			267,431		23,210,043		86.79		23,215,380		86.81
Q3 2016		48,250		3,504,351		72.63		3,504,351		72.63			106,284		6,972,090		65.60		7,186,250		67.61
Q4 2016		9,150		789,917		86.33		789,917		86.33			69,231		5,545,475		80.10		5,561,298		80.33

Total 2016		121,206	$	10,589,666	$	87.37	$	10,595,679	$	87.42			661,744	$	51,414,721	$	77.70	$	51,650,717	$	78.05

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(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)	Includes square feet expiring on the last day of the current quarter.

Boston Properties, Inc.

Third Quarter 2015

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
2015		270,299	$	11,627,055	$	43.02	$	11,627,055	$	43.02	(4)		6,950	$	141,747	$	20.40	$	141,747	$	20.40
2016		883,882		37,191,865		42.08		37,256,283		42.15			69,002		2,435,982		35.30		2,600,412		37.69
2017		513,696		22,650,496		44.09		23,532,186		45.81			118,755		4,535,497		38.19		4,634,648		39.03
2018		200,151		11,300,799		56.46		11,838,879		59.15			28,364		1,200,331		42.32		1,258,325		44.36
2019		382,277		19,861,739		51.96		21,237,127		55.55			309,178		11,378,672		36.80		12,598,912		40.75
2020		568,999		34,651,653		60.90		36,400,084		63.97			34,404		1,431,847		41.62		1,582,114		45.99
2021		259,447		12,905,768		49.74		16,446,551		63.39			—		—		—		—		—
2022		434,601		20,500,887		47.17		24,396,917		56.14			—		—		—		—		—
2023		208,150		11,760,493		56.50		14,041,241		67.46			—		—		—		—		—
2024		369,960		20,532,951		55.50		21,919,665		59.25			—		—		—		—		—
Thereafter		650,401		36,244,754		55.73		50,314,171		77.36			—		—		—		—		—

	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
2015		6,119	$	401,883	$	65.68	$	401,883	$	65.68			283,368	$	12,170,685	$	42.95	$	12,170,685	$	42.95	(4)
2016		38,268		1,914,185		50.02		1,922,049		50.23			991,152		41,542,032		41.91		41,778,744		42.15
2017		16,079		1,110,328		69.05		1,126,136		70.04			648,530		28,296,321		43.63		29,292,970		45.17
2018		32,264		1,940,132		60.13		1,988,752		61.64			260,779		14,441,262		55.38		15,085,955		57.85
2019		11,730		690,778		58.89		724,188		61.74			703,185		31,931,189		45.41		34,560,227		49.15
2020		34,461		2,108,709		61.19		2,276,458		66.06			637,864		38,192,209		59.88		40,258,655		63.11
2021		16,954		1,081,786		63.81		1,122,396		66.20			276,401		13,987,554		50.61		17,568,947		63.56
2022		27,445		1,062,607		38.72		1,146,681		41.78			462,046		21,563,494		46.67		25,543,597		55.28
2023		27,788		1,515,427		54.54		1,613,199		58.05			235,938		13,275,920		56.27		15,654,440		66.35
2024		8,545		554,569		64.90		655,485		76.71			378,505		21,087,520		55.71		22,575,150		59.64
Thereafter		21,461		1,289,426		60.08		1,509,282		70.33			671,862		37,534,180		55.87		51,823,453		77.13

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(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)	Includes square feet expiring on the last day of the current quarter.

Boston Properties, Inc.

Third Quarter 2015

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 2015		—	$	—	$	—		$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2015		—		—		—			—		—		—		—		—		—		—
Q3 2015		37,451		2,167,301		57.87	(4)		2,167,301		57.87		2,750		64,077		23.30		64,077		23.30	(4)
Q4 2015		232,848		9,459,753		40.63			9,459,753		40.63		4,200		77,671		18.49		77,671		18.49

Total 2015		270,299	$	11,627,055	$	43.02		$	11,627,055	$	43.02		6,950	$	141,747	$	20.40	$	141,747	$	20.40

Q1 2016		103,182	$	4,619,803	$	44.77		$	4,624,438	$	44.82		—	$	—	$	—	$	—	$	—
Q2 2016		191,933		7,996,872		41.66			8,018,856		41.78		27,790		877,109		31.56		877,109		31.56
Q3 2016		234,045		11,816,014		50.49			11,621,769		49.66		31,062		1,276,885		41.11		1,276,885		41.11
Q4 2016		354,722		12,759,176		35.97			12,991,220		36.62		10,150		281,988		27.78		446,418		43.98

Total 2016		883,882	$	37,191,865	$	42.08		$	37,256,283	$	42.15		69,002	$	2,435,982	$	35.30	$	2,600,412	$	37.69


	RETAIL											Total Property Types
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot			Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot		Rentable Square Footage Subject to Expiring Leases		Current Annualized Revenues Under Expiring Leases		Per Square Foot		Annualized Revenues Under Expiring Leases with future step-ups		Per Square Foot
Q1 2015		—	$	—	$	—		$	—	$	—		—	$	—	$	—	$	—	$	—
Q2 2015		—		—		—			—		—		—		—		—		—		—
Q3 2015		—		—		—			—		—		40,201		2,231,378		55.51		2,231,378		55.51	(4)
Q4 2015		6,119		401,883		65.68			401,883		65.68		243,167		9,939,307		40.87		9,939,307		40.87

Total 2015		6,119	$	401,883	$	65.68		$	401,883	$	65.68		283,368	$	12,170,685	$	42.95	$	12,170,685	$	42.95

Q1 2016		5,597	$	367,542	$	65.67		$	367,542	$	65.67		108,779	$	4,987,345	$	45.85	$	4,991,980	$	45.89
Q2 2016		2,236		154,554		69.12			154,554		69.12		221,959		9,028,535		40.68		9,050,519		40.78
Q3 2016		9,488		514,331		54.21			514,935		54.27		274,595		13,607,230		49.55		13,413,589		48.85
Q4 2016		20,947		877,758		41.90			885,018		42.25		385,819		13,918,922		36.08		14,322,656		37.12

Total 2016		38,268	$	1,914,185	$	50.02		$	1,922,049	$	50.23		991,152	$	41,542,032	$	41.91	$	41,778,744	$	42.15

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(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)	Includes square feet expiring on the last day of the current quarter.

Boston Properties, Inc.

Third Quarter 2015

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
2015		385,731	$	26,754,546	$	69.36	$	26,761,033	$	69.38	(4)		128,447	$	3,644,253	$	28.37	$	3,644,253	$	28.37
2016		306,872		17,181,486		55.99		17,360,172		56.57	(4)		33,400		768,775		23.02		787,662		23.58
2017		569,987		27,632,330		48.48		28,180,475		49.44			13,408		286,330		21.36		293,252		21.87
2018		422,868		21,406,860		50.62		22,774,735		53.86			—		—		—		—		—
2019		831,295		42,000,417		50.52		44,359,851		53.36			146,028		2,756,117		18.87		2,817,237		19.29
2020		1,060,649		49,260,369		46.44		53,151,700		50.11			94,309		1,568,093		16.63		1,596,826		16.93
2021		1,070,786		60,095,213		56.12		67,068,654		62.63			109,860		1,711,144		15.58		1,816,155		16.53
2022		750,453		32,528,144		43.34		37,929,799		50.54			—		—		—		—		—
2023		505,160		23,784,913		47.08		28,035,263		55.50			—		—		—		—		—
2024		606,295		30,260,112		49.91		35,754,233		58.97			14,826		339,705		22.91		386,407		26.06
Thereafter		1,864,750		114,718,039		61.52		147,866,319		79.30			23,439		452,293		19.30		540,892		23.08

	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
2015		2,832	$	203,747	$	71.94	$	203,747	$	71.94			517,010	$	30,602,547	$	59.19	$	30,609,034	$	59.20
2016		47,317		2,908,539		61.47		2,912,215		61.55			387,589		20,858,799		53.82		21,060,049		54.34
2017		66,909		3,795,024		56.72		3,804,241		56.86			650,304		31,713,684		48.77		32,277,969		49.64
2018		64,229		4,219,687		65.70		4,330,562		67.42			487,097		25,626,547		52.61		27,105,297		55.65
2019		59,726		3,390,058		56.76		3,486,623		58.38			1,037,049		48,146,592		46.43		50,663,711		48.85
2020		54,250		3,373,094		62.18		3,543,451		65.32			1,209,208		54,201,556		44.82		58,291,977		48.21
2021		57,982		3,653,699		63.01		4,051,983		69.88			1,238,628		65,460,056		52.85		72,936,792		58.89
2022		20,453		1,364,531		66.72		1,567,387		76.63			770,906		33,892,674		43.96		39,497,186		51.23
2023		55,846		2,509,232		44.93		2,824,640		50.58			561,006		26,294,145		46.87		30,859,903		55.01
2024		22,050		1,112,172		50.44		1,304,743		59.17			643,171		31,711,989		49.31		37,445,383		58.22
Thereafter		177,232		6,121,865		34.54		7,323,131		41.32			2,065,421		121,292,197		58.73		155,730,342		75.40

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(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 66,897 and 27,967 square feet of Sensitive Compartmented Information Facility (SCIF) space in 2015 and 2016, respectively. Excluding the SCIF space, the current and future expiring rental rate would be $54.72 per square foot and $54.74 and $47.08 and $47.70 per square foot, respectively.

Boston Properties, Inc.

Third Quarter 2015

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 2015		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2015		—		—		—		—		—			—		—		—		—		—
Q3 2015		—		—		—		—		—			—		—		—		—		—
Q4 2015		385,731		26,754,546		69.36		26,761,033		69.38	(4)		128,447		3,644,253		28.37		3,644,253		28.37

Total 2015		385,731	$	26,754,546	$	69.36	$	26,761,033	$	69.38			128,447	$	3,644,253	$	28.37	$	3,644,253	$	28.37

Q1 2016		45,259	$	1,874,563	$	41.42	$	1,883,373	$	41.61			—	$	—	$	—	$	—	$	—
Q2 2016		84,638		3,638,994		42.99		3,683,469		43.52			—		—		—		—		—
Q3 2016		117,625		8,548,301		72.67		8,641,137		73.46	(4)		33,400		768,775		23.02		787,662		23.58
Q4 2016		59,350		3,119,627		52.56		3,152,193		53.11			—		—		—		—		—

Total 2016		306,872	$	17,181,486	$	55.99	$	17,360,172	$	56.57			33,400	$	768,775	$	23.02	$	787,662	$	23.58


	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 2015		—	$	—	$	—	$	—	$	—			—	$	—	$	—	$	—	$	—
Q2 2015		—		—		—		—		—			—		—		—		—		—
Q3 2015		—		—		—		—		—			—		—		—		—		—
Q4 2015		2,832		203,747		71.94		203,747		71.94			517,010		30,602,547		59.19		30,609,034		59.20

Total 2015		2,832	$	203,747	$	71.94	$	203,747	$	71.94			517,010	$	30,602,547	$	59.19	$	30,609,034	$	59.20

Q1 2016		17,412	$	1,064,465	$	61.13	$	1,064,642	$	61.14			62,671	$	2,939,028	$	46.90	$	2,948,016	$	47.04
Q2 2016		2,962		184,059		62.14		184,477		62.28			87,600		3,823,053		43.64		3,867,946		44.15
Q3 2016		600		67,895		113.16		67,238		112.06			151,625		9,384,971		61.90		9,496,036		62.63
Q4 2016		26,343		1,592,120		60.44		1,595,858		60.58			85,693		4,711,747		54.98		4,748,051		55.41

Total 2016		47,317	$	2,908,539	$	61.47	$	2,912,215	$	61.55			387,589	$	20,858,799	$	53.82	$	21,060,049	$	54.34

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(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 66,897 and 27,967 square feet of Sensitive Compartmented Information Facility (SCIF) space in Q4 2015 and Q3 2016, respectively. Excluding the SCIF space, the current and future expiring rental rate would be $54.72 and $54.74 and $50.16 and $51.13, respectively.

Boston Properties, Inc.

Third Quarter 2015

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
2015		11,542	$	1,350,406	$	117.00	$	1,349,206	$	116.90	(4)(5)		89,617	$	4,815,855	$	53.74	$	4,815,855	$	53.74	(4)
2016		388,400		31,255,304		80.47		32,189,272		82.88	(6)		650,755		33,819,331		51.97		33,689,215		51.77
2017		263,366		16,369,092		62.15		16,589,604		62.99			264,056		14,859,219		56.27		15,023,745		56.90
2018		281,132		14,758,072		52.50		15,034,905		53.48			217,214		12,707,087		58.50		13,239,411		60.95
2019		826,728		44,855,499		54.26		45,386,294		54.90			236,792		13,046,030		55.09		13,745,208		58.05
2020		430,732		25,102,106		58.28		25,974,376		60.30			562,217		34,885,785		62.05		36,600,613		65.10
2021		367,377		20,129,482		54.79		20,901,869		56.89			276,401		13,987,554		50.61		17,568,947		63.56
2022		1,081,735		59,513,903		55.02		64,977,942		60.07			282,790		14,625,311		51.72		17,599,722		62.24
2023		387,848		25,841,016		66.63		29,179,346		75.23			195,281		11,179,376		57.25		12,854,254		65.82
2024		272,428		15,571,664		57.16		17,280,226		63.43			378,505		21,087,520		55.71		22,575,150		59.64
Thereafter		3,706,591		213,932,675		57.72		254,687,636		68.71			666,220		37,347,994		56.06		51,573,234		77.41

	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
2015		55,909	$	6,882,259	$	123.10	$	6,882,258	$	123.10	(4)		232,620	$	13,490,304	$	57.99	$	13,490,304	$	57.99
2016		463,172		44,895,978		96.93		44,901,990		96.94	(7)		59,269		3,095,101		52.22		3,108,664		52.45
2017		990,708		98,291,609		99.21		98,460,042		99.38			376,347		17,873,303		47.49		18,069,547		48.01
2018		350,707		47,512,605		135.48		47,566,350		135.63			120,743		6,926,712		57.37		7,367,428		61.02
2019		368,200		36,767,970		99.86		38,402,979		104.30			416,183		25,853,600		62.12		27,724,622		66.62
2020		1,550,387		137,427,425		88.64		142,113,223		91.66			441,949		23,361,530		52.86		25,309,608		57.27
2021		255,383		33,595,768		131.55		36,320,660		142.22			539,802		34,638,995		64.17		38,966,488		72.19
2022		851,642		78,220,764		91.85		83,957,486		98.58			77,759		4,478,565		57.60		5,082,081		65.36
2023		105,800		13,328,415		125.98		15,165,240		143.34			57,290		3,883,174		67.78		4,591,944		80.15
2024		688,707		62,601,715		90.90		69,363,074		100.71			182,005		11,610,897		63.79		13,824,419		75.96
Thereafter		3,027,309		286,438,585		94.62		388,896,987		128.46			1,460,782		98,745,300		67.60		127,833,925		87.51

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(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 square feet expiring on the last day of the current quarter.

(5)	Excluding retail space current and future expiring rents would be $58.88 per square foot and $58.88 per square foot, respectively, in 2015.

(6)

Includes 225,532 square feet of research/laboratory space. Excluding the research/laboratory space and the retail space, current and future expiring rents would be $64.24 per square foot and $70.17 per square foot, respectively, in 2016. This 225,532 square feet of research/laboratory space is subject to a tenant purchase option that was exercised on October 22, 2014 and is expected to close on February 1, 2016.

(7)	Excluding retail space current and future expiring rents would be $100.32 per square foot and $100.32 per square foot, respectively, in 2016.

Boston Properties, Inc.

Third Quarter 2015

SUBURBAN PROPERTIES

Lease Expirations (1) (2) (3)


	Boston											San Francisco
							Annualized											Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per			Rentable Square		Current Annualized		Per		Revenues Under		Per
Year of Lease	Footage Subject to		Revenues Under		Square		Expiring Leases		Square			Footage Subject to		Revenues Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot			Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2015		173,765	$	4,670,019	$	26.88	$	4,670,019	$	26.88	(4)		193,751	$	7,354,830	$	37.96	$	7,354,830	$	37.96	(4)
2016		533,706		19,121,152		35.83		19,309,027		36.18			340,397		7,722,701		22.69		8,089,529		23.76
2017		444,753		14,966,232		33.65		15,280,967		34.36			384,474		13,437,102		34.95		14,269,224		37.11
2018		298,115		9,731,039		32.64		10,077,891		33.81			43,565		1,734,175		39.81		1,846,545		42.39
2019		475,076		18,237,483		38.39		18,683,093		39.33			466,393		18,885,159		40.49		20,815,019		44.63
2020		194,448		5,974,982		30.73		6,670,910		34.31			75,647		3,306,424		43.71		3,658,042		48.36
2021		463,951		12,380,091		26.68		13,075,083		28.18			—		—		—		—		—
2022		680,404		25,765,665		37.87		25,845,561		37.99			179,256		6,938,183		38.71		7,943,876		44.32
2023		34,322		973,508		28.36		1,102,048		32.11			40,657		2,096,544		51.57		2,800,187		68.87
2024		272,979		10,339,745		37.88		11,778,431		43.15			—		—		—		—		—
Thereafter		682,419		28,062,433		41.12		31,484,942		46.14			5,642		186,186		33.00		250,218		44.35

	New York											Washington, DC
							Annualized											Annualized
	Rentable Square		Current Annualized		Per		Revenues Under		Per			Rentable Square		Current Annualized		Per		Revenues Under		Per
Year of Lease	Footage Subject to		Revenues Under		Square		Expiring Leases		Square			Footage Subject to		Revenues Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot			Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2015		116,054	$	4,011,379	$	34.56	$	4,011,379	$	34.56	(4)		284,390	$	17,112,243	$	60.17	$	17,118,731	$	60.19	(5)
2016		198,572		6,518,743		32.83		6,748,726		33.99			328,320		17,763,699		54.10		17,951,384		54.68
2017		153,083		5,589,765		36.51		5,619,064		36.71			273,957		13,840,381		50.52		14,208,421		51.86
2018		217,514		7,364,312		33.86		7,484,759		34.41			366,354		18,699,836		51.04		19,737,869		53.88
2019		163,306		5,737,800		35.14		5,939,764		36.37			620,866		22,292,992		35.91		22,939,089		36.95
2020		309,427		10,486,316		33.89		11,066,605		35.76			767,259		30,840,026		40.20		32,982,369		42.99
2021		79,253		2,604,844		32.87		2,762,045		34.85			698,826		30,821,062		44.10		33,970,304		48.61
2022		40,279		1,287,712		31.97		1,372,323		34.07			693,147		29,414,109		42.44		34,415,105		49.65
2023		8,299		265,793		32.03		282,391		34.03			503,716		22,410,971		44.49		26,267,959		52.15
2024		384,402		13,217,490		34.38		14,005,669		36.43			461,166		20,101,092		43.59		23,620,965		51.22
Thereafter		201,003		6,907,471		34.37		7,312,960		36.38			604,639		22,546,897		37.29		27,896,417		46.14

(1)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(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 square feet expiring on the last day of the current quarter.

(5)	Includes 66,897 and 27,967 square feet of Sensitive Compartmented Information Facility (SCIF) space in 2015 and 2016, respectively. Excluding the SCIF space from 2015, the current and future expiring rental rate would be $35.88 and $35.91 and $45.65 and $46.26 per square foot, respectively.

Boston Properties, Inc.

Third Quarter 2015

RESIDENTIAL and HOTEL PERFORMANCE


	Third Quarter			Third Quarter			Percent			YTD			YTD			Percent
*Rental Rates and Occupancy*	2015			2014			Change			2015			2014			Change
*The Avant at Reston Town Center (359 units)*
*Reston, VA*
Average Monthly Rental Rate (1)	$	2,264		$	2,268			(0.2	%)	$	2,257		$	2,202			2.5	%
Average Rental Rate Per Occupied Square Foot (1)	$	2.45		$	2.47			(0.8	%)	$	2.44		$	2.40			1.7	%
Average Physical Occupancy (1) (2)		94.4	%		51.3	%		84.0	%		89.5	%		29.2	%		206.5	%
Average Economic Occupancy (2)		93.9	%		46.8	%		100.6	%		87.6	%		25.0	%		250.4	%
*The Lofts at Atlantic Wharf (86 units)*
*Boston, MA*
Average Monthly Rental Rate (3)	$	4,054		$	3,903			3.9	%	$	4,027		$	3,914			2.9	%
Average Rental Rate Per Occupied Square Foot (3)	$	4.53		$	4.36			3.9	%	$	4.49		$	4.37			2.7	%
Average Physical Occupancy (2) (3)		95.4	%		96.9	%		(1.5	%)		96.8	%		96.4	%		0.5	%
Average Economic Occupancy (2)		97.1	%		96.1	%		1.0	%		97.6	%		96.4	%		1.2	%
*Boston Marriott Cambridge (433 rooms)*
*Cambridge, MA*
Average Occupancy		86.8	%		87.3	%		(0.6	%)		84.1	%		84.1	%		—
Average Daily Rate	$	288.43		$	269.91			6.9	%	$	271.88		$	249.98			8.8	%
Revenue per available room	$	250.41		$	235.51			6.3	%	$	294.63		$	210.27			40.1	%

	Residential									Hotel
	Third Quarter			Third Quarter			Percent			Third Quarter			Third Quarter			Percent
*Net Operating Income (in thousands)*	2015			2014 (4)			Change			2015			2014			Change
Rental Revenue	$	4,111	(5)	$	7,018	(5)		(41.4	%)	$	12,619		$	11,918			5.9	%
Operating expenses and real estate taxes		1,534			4,163			(63.2	%)		8,125			7,585			7.1	%

Net Operating Income	$	2,577	(5)	$	2,855	(5)		(9.7	%)	$	4,494		$	4,333			3.7	%

Less: Straight line rent and fair value lease revenue		19			85			(77.6	%)		1			1			—

Rental Revenue—cash basis		4,092			6,933			(41.0	%)		12,618			11,917			5.9	%
Less: Operating expenses and real estate taxes		1,534			4,163			(63.2	%)		8,125			7,585			7.1	%
Add: Straight line ground rent expense		—			522			(100.0	%)		—			—			—

Net Operating Income—cash basis	$	2,558		$	3,292			(22.3	%)	$	4,493		$	4,332			3.7	%

(1)	Excludes 26,179 square feet of retail space which is 100% leased.

(2)	For disclosures related to our definition of Average Physical and Average Economic Occupancy, see page 51.

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

(4)	Includes the Residences on The Avenue, which was sold on March 17, 2015 and had approximately $1.5 million of net operating income and approximately $2.0 million of net operating income - cash basis for the quarter ended September 30, 2014.

(5)	Includes 35,796 square feet of retail space which had revenue of approximately $618,000 for the quarter ended September 30, 2015 and 85,324 square feet of retail space which had revenue of approximately $1.2 million for the quarter ended September 30, 2014.

Boston Properties, Inc.

Third Quarter 2015

OCCUPANCY ANALYSIS

Same Property Occupancy⁽¹⁾ —By Location


	CBD						Suburban						Total
Location	30-Sep-15			30-Sep-14			30-Sep-15			30-Sep-14			30-Sep-15			30-Sep-14
Boston		91.2	%		93.4	%		90.8	%		87.8	%		91.1	%		91.5	%
New York		98.1	%		98.0	%		73.9	%		82.0	%		92.5	%		94.2	%
San Francisco		93.8	%		95.2	%		78.5	%		76.1	%		87.7	%		87.6	%
Washington, DC		93.7	%		95.4	%		92.3	%		96.0	%		92.8	%		95.7	%

Total Portfolio		94.3	%		95.5	%		86.9	%		88.3	%		91.4	%		92.7	%

Same Property Occupancy⁽¹⁾ — By Type of Property


	CBD						Suburban						Total
	30-Sep-15			30-Sep-14			30-Sep-15			30-Sep-14			30-Sep-15			30-Sep-14
Total Office Portfolio		94.2	%		95.5	%		87.4	%		88.1	%		91.7	%		92.7	%
Total Office/Technical Portfolio		100.0	%		100.0	%		81.4	%		90.3	%		84.7	%		92.0	%

Total Portfolio		94.3	%		95.5	%		86.9	%		88.3	%		91.4	%		92.7	%

(1)	For disclosures related to our definition of Same Properties, see page 50.

Boston Properties, Inc.

Third Quarter 2015

SAME PROPERTY PERFORMANCE

Office, Office/Technical and Hotel & Residential Properties


	Office (1)			Office/Technical			Hotel & Residential (1)			Total
Number of Properties		119			31			3			153
Square feet		37,815,070			1,701,412			776,704			40,293,186
Percent of properties in-service		95.8	%		100.0	%		100.0	%		96.1	%
Occupancy @ 9/30/2014		92.7	%		92.0	%		N/A			92.7	%
Occupancy @ 9/30/2015		91.7	%		84.7	%		N/A			91.4	%
Percent change from 3rd quarter 2015 over 3rd quarter 2014 (2):
Rental revenue		0.8	%		(3.3	%)		14.0	%
Operating expenses and real estate taxes		3.5	%		(7.0	%)		7.5	%
Consolidated Net Operating Income (3)—excluding hotel & residential		(0.8	%)		(1.9	%)					(0.8	%)(2)
Consolidated Net Operating Income (3)—Hotel & residential											24.5	%(2)
Net Operating Income—BXP’s share of unconsolidated joint ventures (3) (4)											(3.6	%)(2)
Combined Net Operating Income (3)											(0.5	%)
Rental revenue—cash basis		0.8	%		2.8	%		14.0	%
Consolidated Net Operating Income (3)—cash basis (5) excluding hotel & residential		(0.8	%)		6.8	%					(0.6	%)(2)
Consolidated Net Operating Income (3)—cash basis (5)—Hotel & residential											24.3	%(2)
Net Operating Income—cash basis (5)—BXP’s share of unconsolidated joint ventures											(8.6	%)(2)
Combined Net Operating Income (3)—cash basis (5)											(0.5	%)

Same Property Lease Analysis—quarter ended September 30, 2015


	Office			Office/Technical			Total
Vacant space available @ 7/1/2015 (sf)		3,205,286			168,385			3,373,671
Square footage of leases expiring or terminated 7/1/2015-9/30/2015		1,530,773			38,502			1,569,275

Total space for lease (sf)		4,736,059			206,887			4,942,946

New tenants (sf)		897,137			—			897,137
Renewals (sf)		611,314			38,502			649,816

Total space leased (sf)		1,508,451			38,502			1,546,953

Space available @ 9/30/2015 (sf)		3,227,608			168,385			3,395,993

Net (increase)/decrease in available space (sf)		(22,322	)		—			(22,322	)
Second generation leasing information: (6)
Leases commencing during the period (sf)		1,496,951			38,502			1,535,453
Weighted average lease term (months)		111			46			110
Weighted average free rent period (days)		55			23			55
Total transaction costs per square foot (7)	$	61.06		$	9.95		$	59.78
Increase (decrease) in gross rents (8)		5.57	%		6.11	%		5.58	%
Increase (decrease) in net rents (9)		7.95	%		9.20	%		7.97	%

(1)	Includes revenue and expenses from retail tenants.

(2)	See page 43 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 42. For disclosures relating to our use of Combined NOI and Consolidated NOI, see page 50.

(4)	For disclosures related to the calculation of NOI from unconsolidated joint ventures, see page 18.

(5)	For a quantitative reconciliation of NOI to NOI on a cash basis, see page 42.

(6)	Second generation leases are defined as leases for space that had previously been under lease by the Company. Of the 1,535,453 square feet of second generation leases that commenced in Q3 2015, leases for 1,323,657 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 1,249,105 square feet of second generation leases that had been occupied within the prior 12 months; excludes leases that management considers temporary because the tenant is not expected to occupy the space on a long-term basis (e.g., the tenant is occupying “swing space”).

(9)

Represents the increase/(decrease) in net rent (gross rent less operating expenses) on the new vs. expired leases on the 1,249,105 square feet of second generation leases that had been occupied within the prior 12 months; excludes leases that management considers temporary because the tenant is not expected to occupy the space on a long-term basis (e.g., the tenant is occupying “swing space”).

Boston Properties, Inc.

Third Quarter 2015

Reconciliation of Net Operating Income to Net Income


	For the three months ended
	September 30, 2015			September 30, 2014
	*(in thousands)*
Net income attributable to Boston Properties, Inc.	$	186,729		$	130,371
Net income attributable to noncontrolling interests:
Noncontrolling interest—common units of the Operating Partnership		21,302			14,963
Noncontrolling interest—redeemable preferred units of the Operating Partnership		—			75
Noncontrolling interest in property partnerships (1)		115,240			5,566
Gains on sales of real estate		(199,479	)		(41,937	)

Income before gains on sales of real estate		123,792			109,038

Add:
Interest expense		108,727			113,308
Losses from investments in securities		1,515			297
Depreciation and amortization		153,015			157,245
Transaction costs		254			1,402
General and administrative expense		20,944			22,589
Subtract:
Interest and other income		(3,637	)		(3,421	)
Income from unconsolidated joint ventures		(2,647	)		(4,419	)
Development and management services income		(5,912	)		(6,475	)

Consolidated Net Operating Income		396,051			389,564
Net Operating Income from unconsolidated joint ventures (BXP’s share) (2)		10,827			13,020

Combined Net Operating Income	$	406,878		$	402,584

Same Property Net Operating Income		371,451			373,353
Net Operating Income from non Same Properties (3)		25,838			19,277
Termination income		9,589			9,954

Combined Net Operating Income	$	406,878		$	402,584

Same Property Net Operating Income		371,451			373,353
Subtract:
Straight-line rent and fair value lease revenue		(18,094	)		(18,575	)
Add:
Straight-line ground rent expense		891			1,146
Lease transaction costs which qualify as inducements in accordance with GAAP (4)		1,516			1,516

Same Property Net Operating Income— cash basis	$	355,764		$	357,440

(1)

These partnerships include 505 9th Street, N.W. in Washington, D.C., which was sold on September 18, 2015, Fountain Square in Reston, VA, of which the Company acquired the remaining 50% interest on September 15, 2015, 767 Fifth Avenue (The GM Building) and Times Square Tower in New York City and, beginning October 30, 2014, 100 Federal Street and Atlantic Wharf Office Building in Boston, MA and 601 Lexington Avenue in New York City. For additional information, refer to Note 4 on page 9.

(2)	For disclosures related to the calculation of Net Operating Income from unconsolidated joint ventures, see page 18.

(3)	Pages 21-23 indicate by footnote the properties which are not included as part of Same Property Net Operating Income. Non Same Properties include dispositions that occurred prior to September 30, 2015 and therefore are no longer a part of the Company’s property portfolio.

(4)	For additional information, refer to page 44.

Boston Properties, Inc.

Third Quarter 2015

Same Property Net Operating Income by Reportable Segment

(in thousands)


	Office (1)										Office/Technical
	For the three months ended				$			%			For the three months ended				$			%
	30-Sep-15		30-Sep-14		Change			Change			30-Sep-15		30-Sep-14		Change			Change
Rental Revenue	$	556,167	$	550,513							$	14,412	$	14,902
Less Termination Income		9,589		8,164								—		—

Rental revenue—subtotal		546,578		542,349	$	4,229			0.8	%		14,412		14,902	$	(490	)		(3.3	%)
Operating expenses and real estate taxes		203,611		196,700		6,911			3.5	%		3,781		4,064		(283	)		(7.0	%)

Net Operating Income (2)	$	342,967	$	345,649	$	(2,682	)		(0.8	%)	$	10,631	$	10,838	$	(207	)		(1.9	%)

Rental revenue—subtotal	$	546,578	$	542,349							$	14,412	$	14,902
Less:
Straight-line rent and fair value lease revenue		17,264		17,096		168			1.0	%		177		1,447		(1,270	)		(87.8	%)
Add:
Lease transaction costs which qualify as inducements in accordance with GAAP (3)		1,369		1,015		354			34.9	%		—		396		(396	)		(100.0	%)

Rental revenue—cash basis		530,683		526,268		4,415			0.8	%		14,235		13,851		384			2.8	%
Less:
Operating expenses and real estate taxes		203,611		196,700		6,911			3.5	%		3,781		4,064		(283	)		(7.0	%)
Add:
Straight-line ground rent expense (4)		891		1,146		(255	)		(22.3	%)		—		—		—			—

Net Operating Income (5)—cash basis	$	327,963	$	330,714	$	(2,751	)		(0.8	%)	$	10,454	$	9,787	$	667			6.8	%


	Sub-Total (1)										Hotel & Residential
	For the three months ended				$			%			For the three months ended				$			%
	30-Sep-15		30-Sep-14		Change			Change			30-Sep-15		30-Sep-14		Change			Change
Rental Revenue	$	570,579	$	565,415							$	16,730	$	14,670
Less Termination Income		9,589		8,164								—		—

Rental revenue—subtotal		560,990		557,251	$	3,739			0.7	%		16,730		14,670	$	2,060			14.0	%
Operating expenses and real estate taxes		207,392		200,764		6,628			3.3	%		9,659		8,989		670			7.5	%

Net Operating Income (2)	$	353,598	$	356,487	$	(2,889	)		(0.8	%)	$	7,071	$	5,681	$	1,390			24.5	%

Rental revenue—subtotal	$	560,990	$	557,251							$	16,730	$	14,670
Less:
Straight-line rent and fair value lease revenue		17,441		18,543		(1,102	)		(5.9	%)		20		10		10			100.0	%
Add:
Lease transaction costs which qualify as inducements in accordance with GAAP (3)		1,369		1,411		(42	)		(3.0	%)		—		—		—			—

Rental revenue—cash basis		544,918		540,119		4,799			0.9	%		16,710		14,660		2,050			14.0	%
Less:
Operating expenses and real estate taxes		207,392		200,764		6,628			3.3	%		9,659		8,989		670			7.5	%
Add:
Straight-line ground rent expense (4)		891		1,146		(255	)		(22.3	%)		—		—		—			—

Net Operating Income (5)—cash basis	$	338,417	$	340,501	$	(2,084	)		(0.6	%)	$	7,051	$	5,671	$	1,380			24.3	%


	Unconsolidated Joint Ventures										Total (1)
	For the three months ended				$			%			For the three months ended				$			%
	30-Sep-15		30-Sep-14		Change			Change			30-Sep-15		30-Sep-14		Change			Change
Rental Revenue	$	18,494	$	20,680							$	605,803	$	600,765
Less Termination Income		—		1,790								9,589		9,954

Rental revenue—subtotal		18,494		18,890	$	(396	)		(2.1	%)		596,214		590,811	$	5,403			0.9	%
Operating expenses and real estate taxes		7,712		7,705		7			0.1	%		224,763		217,458		7,305			3.4	%

Net Operating Income (2)	$	10,782	$	11,185	$	(403	)		(3.6	%)	$	371,451	$	373,353	$	(1,902	)		(0.5	%)

Rental revenue—subtotal	$	18,494	$	18,890							$	596,214	$	590,811
Less:
Straight-line rent and fair value lease revenue		633		22		611			2,777.3	%		18,094		18,575		(481	)		(2.6	%)
Add:
Lease transaction costs which qualify as inducements in accordance with GAAP (3)		147		105		42			40.0	%		1,516		1,516		—			—

Rental revenue—cash basis		18,008		18,973		(965	)		(5.1	%)		579,636		573,752		5,884			1.0	%
Less:
Operating expenses and real estate taxes		7,712		7,705		7			0.1	%		224,763		217,458		7,305			3.4	%
Add:
Straight-line ground rent expense (4)		—		—		—			—			891		1,146		(255	)		(22.3	%)

Net Operating Income (5)—cash basis	$	10,296	$	11,268	$	(972	)		(8.6	%)	$	355,764	$	357,440	$	(1,676	)		(0.5	%)

(1)

Includes 100% share of consolidated joint ventures. Same Property consolidated joint venture properties includes Fountain Square in Reston, VA, 767 Fifth Avenue (The GM Building) and Times Square Tower in New York City and, beginning October 30, 2014, 100 Federal Street and Atlantic Wharf Office Building in Boston, MA and 601 Lexington Avenue in New York City.

(2)	For a quantitative reconciliation of net operating income (NOI) to net income attributable to Boston Properties, Inc., see page 42. For disclosures relating to our use of NOI see page 50.

(3)	Leasing transaction costs are generally included in 2nd generation tenant improvements and leasing commissions in the Company’s FAD calculation on page 12. For additional information related to second generation transaction costs, see page 44.

(4)	For additional information, see page 7.

(5)	For a quantitative reconciliation of NOI to NOI on a cash basis see page 42. For disclosures relating to our use of NOI, see page 50.

Boston Properties, Inc.

Third Quarter 2015

LEASING ACTIVITY

All In-Service Properties—quarter ended September 30, 2015


	Office			Office/Technical			Total
Vacant space available @ 7/1/2015 (sf)		3,506,227			168,385			3,674,612
Property dispositions/ properties taken out of service (sf)		—			—			—
Properties acquired vacant space (sf)		—			—			—
Properties placed in-service (sf)		611,603	(1)		—			611,603
Leases expiring or terminated 7/1/2015-9/30/2015 (sf)		1,528,917			38,502			1,567,419

Total space available for lease (sf)		5,646,747			206,887			5,853,634

1st generation leases (sf)		723,391			—			723,391
2nd generation leases with new tenants (sf)		885,637			—			885,637
2nd generation lease renewals (sf)		611,314			38,502			649,816

Total space leased (sf)		2,220,342			38,502			2,258,844

Vacant space available for lease @ 9/30/2015 (sf)		3,426,405			168,385			3,594,790

Net (increase)/decrease in available space (sf)		79,822			—			79,822
Second generation leasing information: (2)
Leases commencing during the period (sf)		1,496,951			38,502			1,535,453
Weighted average lease term (months)		111			46			110
Weighted average free rent period (days)		55			23			55
Total transaction costs per square foot (3)	$	61.06		$	9.95		$	59.78
Increase (decrease) in gross rents (4)		5.57	%		6.11	%		5.58	%
Increase (decrease) in net rents (5)		7.95	%		9.20	%		7.97	%


					Incr (decr)			Incr (decr)
	All leases		All leases		in 2nd gen.			in 2nd gen.			Total		Total square feet of leases
	1st Generation (sf)		2nd Generation (sf)		gross cash rents (4)			net cash rents (5)			Leased (sf) (6)		executed in the quarter (7)
Boston		6,300		541,664		37.89	%		72.82	%		547,964		297,179
New York		111,788		267,237		(13.28	%)		(22.64	%)		379,025		332,118
San Francisco		90,925		233,923		8.42	%		13.40	%		324,848		230,857
Washington, DC		514,378		492,629		(5.71	%)		(8.65	%)		1,007,007		469,494

Total / Weighted Average		723,391		1,535,453		5.58	%		7.97	%		2,258,844		1,329,648

(1)	Total square feet of properties placed in service in Q3 2015 consist of 127,229 at Annapolis Junction Building Seven, 387,149 at 601 Massachusetts Avenue, 90,925 at 535 Mission Street and 6,300 at The Point (formerly 99 Third Avenue Retail).

(2)	Second generation leases are defined as leases for space that had previously been leased by the Company. Of the 1,535,453 square feet of second generation leases that commenced in Q3 2015, leases for 1,323,657 square feet were signed in prior periods.

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

(4)

(5)

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

(7)

Represents leases executed in the quarter for which the Company either (1) commenced rental revenue recognition in such quarter or (2) will commence rental revenue recognition in subsequent quarters, in accordance with GAAP, and includes leases at properties currently under development. The total square feet of leases executed in the current quarter and recognized in the current quarter is 211,796.

Boston Properties, Inc.

Third Quarter 2015

HISTORICALLY GENERATED CAPITAL EXPENDITURES,

TENANT IMPROVEMENT COSTS AND LEASING COMMISSIONS

Historical Capital Expenditures

(in thousands)


	Q3 2015		Q2 2015		Q1 2015		2014		2013		2012
Recurring capital expenditures	$	18,814	$	14,869	$	8,763	$	42,610	$	51,026	$	23,774
Planned non-recurring capital expenditures associated with acquisition properties		1,661		1,485		972		13,087		20,506		22,287
Hotel improvements, equipment upgrades and replacements		436		272		491		2,894		2,070		896

	$	20,911	$	16,626	$	10,226	$	58,591	$	73,602	$	46,957

2nd Generation Tenant Improvements and Leasing Commissions


	Q3 2015		Q2 2015		Q1 2015		2014		2013		2012
Office
Square feet		1,496,951		1,351,464		1,261,753		3,578,780		3,554,632		3,572,825

Tenant improvements and lease commissions PSF	$	61.06	$	39.60	$	43.27	$	30.89	$	37.54	$	45.31

Office/Technical
Square feet		38,502		35,675		27,639		357,266		55,456		59,788

Tenant improvements and lease commissions PSF	$	9.95	$	23.22	$	19.00	$	16.69	$	2.02	$	3.94

Average tenant improvements and lease commissions PSF	$	59.78	$	39.18	$	42.75	$	29.60	$	36.99	$	44.63

Boston Properties, Inc.

Third Quarter 2015

ACQUISITIONS/DISPOSITIONS

as of September 30, 2015

ACQUISITIONS

For the period from January 1, 2015 through September 30, 2015


						Anticipated
				Initial		Future		Total			Percentage
Property	Date Acquired	Square Feet		Investment (1)		Investment (1)		Investment (1)			Leased
1265 Main Street (50% ownership interest)	May 8, 2015		115,000	$	1,934,000	$	24,156,000	$	26,090,000	(2)		100	%
Dock72 (50% ownership interest)	June 26, 2015		670,000		9,140,000		195,760,000		204,900,000	(3)		33	%
Fountain Square (remaining 50% ownership interest)	September 15, 2015		758,915		100,856,000		—		100,856,000	(4)		97	%

Total Acquisitions			1,543,915	$	111,930,000	$	219,916,000	$	331,846,000			70	%

(1)	Represents the Company’s share.

(2)

On May 8, 2015, the Company entered into a joint venture with an affiliate of 1265 Main Street LLC to redevelop an existing building into a Class A office building totaling approximately 115,000 net rentable square feet at 1265 Main Street in Waltham, Massachusetts. The joint venture partner contributed real estate and improvements, with an aggregate fair value of approximately $9.4 million, for its initial 50% interest in the joint venture. For its initial 50% interest, the Company will contribute cash totaling approximately $9.4 million as the joint venture incurs costs. The Company is accounting for the joint venture on an unconsolidated basis under the equity method of accounting. The joint venture has entered into a fifteen-year lease with a tenant to occupy 100% of the building. See also page 47.

(3)

On June 26, 2015, the Company entered into a joint venture with Rudin Development to develop Dock72, an office building totaling approximately 670,000 net rentable square feet located at the Brooklyn Navy Yard in Brooklyn, New York. Each partner contributed cash totaling approximately $9.1 million for their initial 50% interest in the joint venture. The Company is accounting for the joint venture on an unconsolidated basis under the equity method of accounting. The joint venture entered into a 96-year ground lease with the Brooklyn Navy Yard Development Corporation, comprised of an initial term of 49 years, which may be extended by the joint venture to 2111, subject to certain conditions. The joint venture also entered into a 20-year lease with a tenant to occupy approximately 222,000 net rentable square feet at the building. See also pages 47 and 48.

(4)

DISPOSITIONS

For the period from January 1, 2015 through September 30, 2015


				Gross		Net Cash
Property	Date Disposed	Square Feet		Sales Price		Proceeds		Book Gain
Washingtonian North (land parcel)	February 19, 2015		N/A	$	8,700,000	$	8,331,000	$	3,656,000
Residences on The Avenue (335 units)	March 17, 2015		323,050		196,000,000		192,478,000		91,428,000	(1)
505 9th Street, N.W. (50% ownership interest)	September 18, 2015		321,943		318,000,000		194,636,000		199,479,000	(2)

Total Dispositions			644,993	$	522,700,000	$	395,445,000	$	294,563,000

(1)

The Company has agreed to provide the buyer up to $6.0 million of net operating income support if the property’s net operating income fails to achieve certain thresholds. This amount has been recorded as a reduction to the gain on sale. The Residences on The Avenue is comprised of 335 apartment units and approximately 50,000 net rentable square feet of retail space, subject to a ground lease that expires on February 1, 2068.

(2)

On September 18, 2015, a consolidated entity in which the Company has a 50% interest completed the sale of its 505 9th Street, N.W. property located in Washington, DC for approximately $318.0 million, including the assumption by the buyer of approximately $117.0 million of mortgage indebtedness. Net cash proceeds totaled approximately $194.6 million, of which the Company’s share was approximately $97.3 million. The Company recognized a gain on sale of real estate totaling approximately $199.5 million, of which approximately $101.1 million was allocated to the outside partners and is included within noncontrolling interests in property partnerships in the Company’s consolidated statements of operations.

Boston Properties, Inc.

Third Quarter 2015

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of September 30, 2015


	Initial Occupancy	Estimated Stabilization Date	Location	# of Buildings		Square feet		Investment to Date (2)		Estimated Total Investment (2)		Total Construction Loan (2)		Amount Drawn at 9/30/2015 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in Service (4)
Construction Properties
Office
690 Folsom Street	Q1 2015	Q1 2016	San Francisco, CA		1		26,080	$	14,670,945	$	17,900,000	$	—	$	—	$	3,229,055		100	%		55	%
804 Carnegie Center	Q1 2016	Q1 2016	Princeton, NJ		1		130,000		30,503,898		47,000,000		—		—		16,496,102		100	%		—
The Point (formerly 99 Third Avenue Retail)	Q3 2015	Q2 2016	Waltham, MA		1		16,500		16,334,786		16,900,000		—		—		565,214		84	%		39	%
535 Mission Street	Q4 2014	Q3 2016	San Francisco, CA		1		307,000		190,507,110		215,000,000		—		—		24,492,890		89	%		66	%
1265 Main Street (50% Ownership)	Q4 2016	Q4 2016	Waltham, MA		1		115,000		7,995,080		26,090,000						18,094,920		100	%		—
Prudential Center Retail Expansion	Q1 2016	Q4 2016	Boston, MA		—		15,000		9,331,681		9,980,000		—		—		648,319		100	%		—
Annapolis Junction Building Eight (50% ownership)	Q1 2017	Q1 2017	Annapolis, MD		1		125,000		12,216,053		18,500,000		13,000,000		6,922,988		206,935		—			—
10 CityPoint	Q3 2016	Q2 2017	Waltham, MA		1		245,000		56,830,915		100,400,000		—		—		43,569,085		82	%		—
601 Massachusetts Avenue	Q3 2015	Q4 2017	Washington, DC		1		478,000		298,356,763		360,760,000		—		—		62,403,237		87	%		81	%
888 Boylston Street	Q3 2016	Q4 2017	Boston, MA		1		425,000		116,029,094		271,500,000		—		—		155,470,906		68	%		—
Salesforce Tower (95% ownership)	Q2 2017	Q1 2019	San Francisco, CA		1		1,400,000		404,170,826		1,073,500,000		—		—		669,329,174		51	%		—
Dock72 (50% ownership)	Q1 2018	Q1 2020	Brooklyn, NY		1		670,000		10,064,194		204,900,000		—		—		194,835,806		33	%		—

Total Office Properties under Construction					11		3,952,580	$	1,167,011,345	$	2,362,430,000	$	13,000,000	$	6,922,988	$	1,189,341,643		61	%		33	%
Residential
Cambridge Residential / 88 Ames (274 units)	Q1 2018	Q1 2019	Cambridge, MA		1		164,000	$	7,024,696	$	140,170,000	$	—	$	—	$	133,145,304		N/A			—
Reston Signature Site (508 units)	Q4 2017	Q2 2020	Reston, VA		1		514,000		23,059,386		217,232,000		—		—		194,172,614		N/A			—

Total Residential Properties under Construction					2		678,000	$	30,084,082	$	357,402,000	$	—	$	—	$	327,317,918		N/A			—
Redevelopment Properties
Reservoir Place North	Q2 2016	Q1 2017	Waltham, MA		1		73,000	$	3,258,034	$	24,510,000	$	—	$	—	$	21,251,966		—			—

Total Redevelopment Properties under Construction					1		73,000	$	3,258,034	$	24,510,000	$	—	$	—	$	21,251,966		—			—

Total Properties Under Construction and Redevelopment					14		4,703,580	$	1,200,353,461	$	2,744,342,000	$	13,000,000	$	6,922,988	$	1,537,911,527		59	%(5)		32	%

PROJECTS FULLY PLACED IN-SERVICE DURING 2015


	Initial In Service Date		Estimated Stabilization Date		Location		# of Buildings		Square feet		Investment to Date (2)		Estimated Total Investment (2)		Debt (2)		Amount Drawn at 9/30/2015 (2)		Estimated Future Equity Requirement (2)		Percentage Leased (3)
Annapolis Junction Building Seven (50% ownership)		Q3 2015		Q3 2015		Annapolis, MD		1		127,229	$	16,221,130	$	17,500,000	$	11,000,000	$	9,868,420		147,290		100	%

Total Projects placed In-Service								1		127,229	$	16,221,130	$	17,500,000	$	11,000,000	$	9,868,420	$	147,290		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)		Incremental Future Square Footage (7)
North First Business Park		San Jose, CA		5		190,636		100.0	%	$	16.04		N		S		1,359,364

Total Properties held for Re-Development				5		190,636		100.0	%	$	16.04						1,359,364

(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.

(3)	Represents percentage leased as of October 26, 2015, including leases with future commencement dates and excluding residential space.

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

(5)	Includes approximately 33,000 square feet of retail space from residential developments which is 0% leased.

(6)	For disclosures relating to our definition of Annualized Revenue, see page 50.

(7)	The incremental Future Square Footage is included in Approximate Developable Square Feet of Value Creation Pipeline—Owned Land Parcels on page 48.

Boston Properties, Inc.

Third Quarter 2015

VALUE CREATION PIPELINE - OWNED LAND PARCELS

as of September 30, 2015


Location	Acreage		Approximate Developable Square Feet
San Jose, CA (1)		44.0		2,659,000
Reston, VA		33.8		1,160,000
Waltham, MA		11.3		805,000
Springfield, VA		17.8		800,000
Dulles, VA		76.6		760,000
Rockville, MD		58.1		759,000
Gaithersburg, MD (2)		19.3		550,000
Washington, DC (50% ownership)		1.3		520,000
Marlborough, MA		50.0		400,000
Boston, MA (50% ownership)		—		377,000
Annapolis, MD (50% ownership)		20.0		300,000
Andover, MA		10.0		110,000

		342.2		9,200,000

VALUE CREATION PIPELINE - LAND PURCHASE OPTIONS

as of September 30, 2015


Location	Acreage		Approximate Developable Square Feet
Princeton, NJ		134.1		1,650,000
Boston, MA (50% ownership)		—		1,423,000
Brooklyn, NY (50% ownership)		1.3		600,000
San Francisco, CA		2.3		TBD

		137.7		3,673,000

(1)	Excludes the existing square footage related to in-service properties being held for future re-development included on page 47.

(2)	On October 1, 2015, the Company sold a 5.8 acre parcel of land in Gaithersburg, Maryland for $13.3 million, reducing the developable square footage for the remaining parcel to 240,000 square feet.

Boston Properties, Inc.

Third Quarter 2015

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. common shareholders (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. common shareholders (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 lease transaction costs which qualify as rent inducements, non-real estate depreciation, non-cash losses from early extinguishments of debt, stock-based compensation, partners’ share of consolidated and unconsolidated joint venture 2nd generation tenant improvement and leasing commissions (included in the period in which the lease commences) and unearned portion of capitalized fees, (2) eliminating the effects of straight-line rent, straight-line ground rent expense adjustment, fair value interest adjustment and fair value lease revenue, and (3) subtracting: recurring capital expenditures; hotel improvements, equipment upgrades and replacements; 2nd generation tenant improvement and leasing commissions (included in the period in which the lease commences); and non-cash termination income adjustment (fair value lease amounts). 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 LTIP Units, assuming all conditions have been met for the conversion of the LTIP Units and (4) 2012 OPP Units that were issued in the form of LTIP Units and earned as of February 6, 2015 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 MYLTIP Awards unless and until certain performance thresholds are achieved and they are earned. 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 LTIP Units, assuming all conditions have been met for the conversion of the LTIP Units and (4) 2012 OPP Units that were issued in the form of LTIP Units and earned as of February 6, 2015 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 LTIP Units issued in the form of MYLTIP Awards unless and until certain performance thresholds are achieved and they are earned.

We present this ratio because, following the consolidation of 767 Venture, LLC (the entity that owns 767 Fifth Avenue (The GM Building)) effective June 1, 2013, our consolidated debt increased significantly compared to prior periods even though our economic interest in 767 Venture, LLC remained substantially unchanged. We believe the presentation of total adjusted debt may provide investors with a more complete picture of our share of consolidated and unconsolidated debt. In addition, in light of the difference between our total consolidated debt and our total adjusted debt, we believe that also presenting our total adjusted debt to total adjusted market capitalization may provide investors with a more complete picture of our leverage in relation to the overall size of our company. Investors should understand that our total adjusted debt to total adjusted market capitalization ratio is in part a function of the market price of the common stock of the Company, and as such will fluctuate with changes in such price and does not necessarily reflect our capacity to incur additional debt to finance our activities or our ability to manage our existing debt obligations. The total adjusted debt to total adjusted market capitalization ratio should be evaluated along with the ratio of indebtedness to other measures of asset value used by financial analysts and other financial ratios, as well as the various components of our outstanding indebtedness.

Boston Properties, Inc.

Third Quarter 2015

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, plus corporate general and administrative expense, transaction costs, depreciation and amortization, losses from investments in securities and interest expense, less development and management services income, income from unconsolidated joint ventures and interest and other income. 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 in accordance 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 in accordance 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 21-23 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 and 100% of consolidated joint ventures.

Annualized Revenue

Annualized Revenue is defined as 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

Future Annualized Revenue is defined as 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.

Third Quarter 2015

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 LaBelle

Senior Vice President,

Chief Financial Officer

(617) 236-3352

Arista Joyner

Investor Relations Manager

(617) 236-3343

BOSTON PROPERTIES ANNOUNCES

THIRD QUARTER 2015 RESULTS

Reports diluted FFO per share of $1.41 Reports diluted EPS of $1.20

BOSTON, MA, October 29, 2015 – Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the third quarter ended September 30, 2015.

Funds from Operations (FFO) for the quarter ended September 30, 2015 were $217.3 million, or $1.41 per share basic and $1.41 per share diluted. This compares to FFO for the quarter ended September 30, 2014 of $223.4 million, or $1.46 per share basic and $1.46 per share diluted. The weighted average number of basic and diluted shares outstanding totaled approximately 153,595,000 and 153,786,000, respectively, for the quarter ended September 30, 2015 and 153,120,000 and 153,273,000, respectively, for the quarter ended September 30, 2014.

The Company’s reported FFO of $1.41 per share diluted was greater than the guidance previously provided of $1.34-$1.36 per share diluted primarily due to better than expected portfolio operations of $0.02 per share, lease termination income of $0.03 per share and development and management services income of $0.01 per share.

Net income available to common shareholders was $184.1 million for the quarter ended September 30, 2015, compared to $127.7 million for the quarter ended September 30, 2014. Net income available to common shareholders per share (EPS) for the quarter ended September 30, 2015 was $1.20 basic and $1.20 on a diluted basis. This compares to EPS for the quarter ended September 30, 2014 of $0.83 basic and $0.83 on a diluted basis.

The reported results are unaudited and there can be no assurance that the results will not vary from the final unaudited information for the quarter ended September 30, 2015. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of September 30, 2015, the Company’s portfolio consisted of 171 properties aggregating approximately 46.6 million square feet, including 14 properties under construction/redevelopment totaling approximately 4.7 million square feet. The overall percentage of leased space for the 154 properties in service (excluding the Company’s two residential properties and hotel) as of September 30, 2015 was 91.3%.

Significant events during the third quarter included:

•

The Company entered into forward-starting interest rate swap contracts, including one contract entered into subsequent to September 30, 2015, which fix the 10-year swap rate on notional amounts aggregating $225.0 million. The Company has now entered into forward-starting interest rate swap contracts which fix the 10-year swap rate at a weighted-average rate of approximately 2.423% per annum on notional amounts aggregating $550.0 million. The interest rate swap contracts were entered into in advance of a financing with a target commencement date in September 2016 and maturity in September 2026.

•

The Company’s 767 Fifth Partners LLC consolidated entity (the entity in which the Company has a 60% interest and that owns 767 Fifth Avenue (the General Motors Building) in New York City) entered into forward-starting interest rate swap contracts, including one contract entered into subsequent to September 30, 2015, which fix the 10-year swap rate on notional amounts aggregating $125.0 million. 767 Fifth Partners LLC has now entered into forward-starting interest rate swap contracts which fix the 10-year swap rate at a weighted-average rate of approximately 2.762% per annum on notional amounts aggregating $275.0 million. These interest rate swap contracts were entered into in advance of a financing with a target commencement date in June 2017 and maturity in June 2027.

•

On July 23, 2015, the Company commenced construction of its Cambridge Residential project, a residential project aggregating approximately 164,000 square feet comprised of 274 apartment units and approximately 9,000 square feet of retail space located in Cambridge, Massachusetts. On August 13, 2015, the Company acquired an approximately 8,700 square foot parcel of land necessary for the development for a purchase price of approximately $2.0 million.

•

On July 23, 2015, the Company commenced construction of its Reston Signature Site project, a residential project aggregating approximately 514,000 square feet comprised of 508 apartment units and approximately 24,000 square feet of retail space located in Reston Town Center in Reston, Virginia.

•

On July 31, 2015, the Company entered into a 99-year ground and air rights lease (the “Lease”) with the Massachusetts Department of Transportation (“MDOT”) with respect to the parking garage located at 100 Clarendon Street (the “Clarendon Garage”) and the concourse level of the Massachusetts Bay Transportation Authority’s Back Bay Station (the “Station”). The Lease amends and restates the air rights lease which the Company had assumed in 2010 at the time it acquired its interests in both the Clarendon Garage and the office tower located at 200 Clarendon Street (formerly known as the John Hancock Tower). The Lease requires the Company to pay a total of approximately $37.0 million and provides the Company with options to acquire certain air rights above both the Clarendon Garage and the Station with the amount of developable square footage associated with the air rights to be determined at a later date. The previous lease had 45 years remaining in its term. Upon execution of the Lease, the Company made a $5.0 million payment and the Lease requires the Company’s remaining obligation to be used to fund improvements to the Station.

•

On August 14, 2015, the Company partially placed in-service 601 Massachusetts Avenue, a Class A office project with approximately 478,000 net rentable square feet located in Washington, DC. The property is 87% leased.

•

On September 9, 2015, the Company received a third interim distribution from its unsecured creditor claim against Lehman Brothers, Inc. totaling approximately $3.6 million, leaving a remaining claim of approximately $29.4 million that the Company believes has a market value of approximately $2.5 million. There can be no assurance as to the timing or amount of additional proceeds, if any, that the Company may ultimately realize on the claim.

•

On September 10, 2015, the Company partially placed in-service The Point, a retail project with approximately 17,000 net rentable square feet of retail space located in Waltham, Massachusetts. The property is 84% leased.

•

On September 15, 2015, the Company acquired its partner’s 50% interest in the consolidated entity that owns Fountain Square located in Reston Town Center in Reston, Virginia for cash of approximately $100.9 million and the partner’s share of assumed mortgage indebtedness totaling approximately $105.6 million. Fountain Square is an office and retail complex aggregating approximately 759,000 net rentable square feet, comprised of approximately 522,000 net rentable square feet of Class A office space and approximately 237,000 net rentable square feet of retail space.

•

On September 22, 2015, a joint venture in which the Company has a 50% interest completed and fully placed in-service Annapolis Junction Building Seven, a Class A office project with approximately 127,000 net rentable square feet located in Annapolis, Maryland. The property is 100% leased.

•

On September 30, 2015, a joint venture in which the Company has a 50% interest extended the loan collateralized by its Annapolis Junction Building Six property. At the time of the extension, the outstanding balance of the construction loan totaled approximately $13.4 million and was scheduled to mature on November 17, 2015. The extended loan has a total commitment amount of $15.9 million, bears interest at a variable rate equal to LIBOR plus 2.25% per annum and matures on November 17, 2016. Annapolis Junction Building Six is a Class A office property with approximately 119,000 net rentable square feet located in Annapolis, Maryland.

Transactions completed subsequent to September 30, 2015 included:

•

On October 1, 2015, the Company completed the sale of a parcel of land within its Washingtonian North property located in Gaithersburg, Maryland for a gross sale price of approximately $13.3 million. The parcel contains approximately 5.8 acres of the Company’s approximately 19.3 acre property.

•

On October 1, 2015, the Company used available cash to repay the mortgage loan collateralized by its Kingstowne Two and Kingstowne Retail properties located in Alexandria, Virginia totaling approximately $29.8 million. The mortgage loan bore interest at a fixed rate of 5.99% per annum and was scheduled to mature on January 1, 2016. There was no prepayment penalty.

•

On October 7, 2015, the Company entered into an agreement to sell its Innovation Place property for a gross sale price of $207.0 million. Innovation Place, located in San Jose, California, is a 26-acre site with one occupied and three vacant existing office buildings and a total of approximately 574,000 square feet (approximately 463,000 square feet of which are vacant) located at 3100-3130 Zanker Road. Currently, the remainder of the site is used for 1,699 surface parking spaces but the land supports an additional 537,000 square feet of office/R&D development and two parking structures with a total of approximately 3,000 parking spaces. The Company expects that the sale will close in the fourth quarter of 2015. However, the sale is subject to the satisfaction of closing conditions and there can be no assurance that the sale will be consummated on the terms currently contemplated or at all.

EPS and FFO per Share Guidance:

The Company’s guidance for the fourth quarter 2015, full year 2015 and full year 2016 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 updated its guidance for FFO per share (diluted) for the full year 2015 to $5.46 - $5.48 per share. The updated guidance reflects, among other items, an increase of $0.06 per share from the results of the 3rd quarter that exceeded the Company’s prior guidance. For the fourth quarter 2015, the Company projects its results to be in line with its prior guidance with a projected increase in FFO from acquisition activity of $0.01 per share offset by a decrease of $0.01 per share resulting from the deferment of anticipated operating expenses from the 3rd quarter to the 4th quarter. The increase in the Company’s projected share of Gains on Sales of Real Estate of $0.44 per share primarily reflects the projected gain on sale related to the anticipated sale of the Company’s Innovation Place property located in San Jose, California.


	Fourth Quarter 2015					Full Year 2016
	Low - High					Low - High
Projected EPS (diluted)	$	1.09	-	$	1.11	$	3.92	-	$	3.94
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.78	-		0.78		3.15	-		3.15
Less:
Projected Company Share of Gains on Sales of Real Estate		0.48	-		0.48		1.61	-		1.61

Projected FFO per Share (diluted)	$	1.39	-	$	1.41	$	5.46	-	$	5.48

The Company’s guidance for the full year 2016 for EPS (diluted) and FFO per share (diluted) is set forth and reconciled below. In addition, the estimates for the full year 2016 when compared to the full year 2015 include, among other things, (1) a range of year-over-year performance in the Company’s same property GAAP NOI of (0.75%) to 1.25% contributing ($0.07) - $0.11 per share, (2) the placing in service of development properties during 2015 and 2016, which the Company expects to add $0.20 - $0.23 per share, (3) a decrease in net interest expense of $0.04 to $0.10 per share and (4) a decrease in the deduction for same property NOI for noncontrolling interests of $0.06 to $0.11 per share. These items are offset by (1) the elimination of income from completed and projected asset sales during 2015 and 2016 of $0.09 per share, (2) an increase in general and administrative expenses of $0.03 to $0.05 per share and a decline in the Company’s share of termination income of $0.13 - $0.15 per share. The Company’s projected share of Gains on Sales of Real Estate in 2016 relate to the anticipated sale of the Company’s 415 Main Street property located in Cambridge, Massachusetts.


	Full Year 2016
	Low - High
Projected EPS (diluted)	$	2.50	-	$	2.70
Add:
Projected Company Share of Real Estate Depreciation and Amortization		3.34	-		3.34
Less:
Projected Company Share of Gains on Sales of Real Estate		0.34	-		0.34

Projected FFO per Share (diluted)	$	5.50	-	$	5.70

Boston Properties will host a conference call on Friday, October 30, 2015 at 10:00 AM Eastern Time, open to the general public, to discuss the third quarter 2015 results, the fourth quarter 2015, full fiscal year 2015 and full fiscal year 2016 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) 796-3880 (Domestic) or (281) 913-8731 (International) and the passcode is 57659626. A replay of the conference call will be available through November 13, 2015, by dialing (855) 859-2056 (Domestic) or (404) 537-3406 (International) and the passcode is 57659626. There will also be a live audio webcast of the call which may be accessed on the Company’s website at www.bostonproperties.com in the Investor Relations section. Shortly after the call a replay of the webcast will be available in the Investor Relations section of the Company’s website and archived for up to twelve months following the call.

Additionally, a copy of Boston Properties’ third quarter 2015 “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, four 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 Company’s 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, the effects of acquisitions, dispositions and possible impairment charges on our operating results, the impact of newly adopted accounting principles on the Company’s accounting policies and on period-to-period comparisons of financial results, regulatory changes and other risks and

uncertainties detailed from time to time in the Company’s filings with the Securities and Exchange Commission. Boston Properties does not undertake a duty to update or revise any forward-looking statement, including its guidance for the fourth quarter 2015, full fiscal year 2015 and full fiscal year 2016, whether as a result of new information, future events or otherwise.

Financial tables follow.

BOSTON PROPERTIES, INC.

CONSOLIDATED BALANCE SHEETS


	September 30,			December 31,
	2015			2014
	(in thousands, except for share amounts)
	(unaudited)
ASSETS
Real estate	$	18,412,086		$	18,231,978
Construction in progress		725,601			736,311
Land held for future development		264,598			268,114
Less: accumulated depreciation		(3,833,277	)		(3,547,659	)

Total real estate		15,569,008			15,688,744
Cash and cash equivalents		1,387,007			1,763,079
Cash held in escrows		90,379			487,321
Investments in securities		19,645			19,459
Tenant and other receivables, net of allowance for doubtful accounts of $1,164 and $1,142, respectively		66,446			46,595
Accrued rental income, net of allowance of $1,558 and $1,499, respectively		737,145			691,999
Deferred charges, net		749,628			831,744
Prepaid expenses and other assets		143,476			164,432
Investments in unconsolidated joint ventures		217,529			193,394

Total assets	$	18,980,263		$	19,886,767

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable	$	4,132,071		$	4,309,484
Unsecured senior notes, net of discount		5,288,908			5,287,704
Unsecured exchangeable senior notes, net of discount		—			—
Unsecured line of credit		—			—
Mezzanine notes payable		308,817			309,796
Outside members’ notes payable		180,000			180,000
Accounts payable and accrued expenses		245,200			243,263
Dividends and distributions payable		112,912			882,472
Accrued interest payable		200,916			163,532
Other liabilities		448,680			502,255

Total liabilities		10,917,504			11,878,506

Commitments and contingencies		—			—

Noncontrolling interest:
Redeemable preferred units of the Operating Partnership		—			633

Redeemable interest in property partnership		—			104,692

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 September 30, 2015 and December 31, 2014, respectively		200,000			200,000
Common stock, $0.01 par value, 250,000,000 shares authorized, 153,653,500 and 153,192,845 shares issued and 153,574,600 and 153,113,945 shares outstanding at September 30, 2015 and December 31, 2014, respectively		1,536			1,531
Additional paid-in capital		6,300,780			6,270,257
Dividends in excess of earnings		(627,054	)		(762,464	)
Treasury common stock, at cost		(2,722	)		(2,722	)
Accumulated other comprehensive income (loss)		(20,625	)		(9,304	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,851,915			5,697,298
Noncontrolling interests:
Common units of the Operating Partnership		620,036			603,171
Property partnerships		1,590,808			1,602,467

Total equity		8,062,759			7,902,936

Total liabilities and equity	$	18,980,263		$	19,886,767

BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended						Nine months ended
	September 30,						September 30,
	2015			2014			2015			2014
	(in thousands, except for per share amounts)
Revenue
Rental
Base rent	$	494,300		$	484,071		$	1,471,591		$	1,402,328
Recoveries from tenants		91,544			90,103			266,932			253,419
Parking and other		25,509			26,236			76,849			76,869

Total rental revenue		611,353			600,410			1,815,372			1,732,616
Hotel revenue		12,619			11,918			35,107			32,478
Development and management services		5,912			6,475			16,102			18,197

Total revenue		629,884			618,803			1,866,581			1,783,291

Expenses
Operating
Rental		219,796			215,179			655,610			624,213
Hotel		8,125			7,585			24,196			21,697
General and administrative		20,944			22,589			72,019			75,765
Transaction costs		254			1,402			789			2,500
Depreciation and amortization		153,015			157,245			475,082			466,143

Total expenses		402,134			404,000			1,227,696			1,190,318

Operating income		227,750			214,803			638,885			592,973
Other income (expense)
Income from unconsolidated joint ventures		2,647			4,419			20,559			10,069
Interest and other income		3,637			3,421			6,337			6,841
Gains (losses) from investments in securities		(1,515	)		(297	)		(1,146	)		651
Interest expense		(108,727	)		(113,308	)		(326,018	)		(337,839	)

Income before gains on sales of real estate		123,792			109,038			338,617			272,695
Gains on sales of real estate		199,479			41,937			294,563			41,937

Net income		323,271			150,975			633,180			314,632
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(115,240	)		(5,566	)		(139,712	)		(17,473	)
Noncontrolling interest—redeemable preferred units of the Operating Partnership		—			(75	)		(6	)		(1,014	)
Noncontrolling interest—common units of the Operating Partnership		(21,302	)		(14,963	)		(50,906	)		(29,819	)

Net income attributable to Boston Properties, Inc.		186,729			130,371			442,556			266,326
Preferred dividends		(2,647	)		(2,647	)		(7,854	)		(7,854	)

Net income attributable to Boston Properties, Inc. common shareholders	$	184,082		$	127,724		$	434,702		$	258,472

Basic earnings per common share attributable to Boston Properties, Inc. common shareholders:
Net income	$	1.20		$	0.83		$	2.83		$	1.69

Weighted average number of common shares outstanding		153,595			153,120			153,426			153,077

Diluted earnings per common share attributable to Boston Properties, Inc. common shareholders:
Net income	$	1.20		$	0.83		$	2.82		$	1.69

Weighted average number of common and common equivalent shares outstanding		153,786			153,273			153,825			153,228

BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)

(Unaudited)


	Three months ended						Nine months ended
	September 30,						September 30,
	2015			2014			2015			2014
	(in thousands, except for per share amounts)
Net income attributable to Boston Properties, Inc. common shareholders	$	184,082		$	127,724		$	434,702		$	258,472
Add:
Preferred dividends		2,647			2,647			7,854			7,854
Noncontrolling interest—common units of the Operating
Partnership		21,302			14,963			50,906			29,819
Noncontrolling interest—redeemable preferred units of the Operating Partnership		—			75			6			1,014
Noncontrolling interests in property partnerships		115,240			5,566			139,712			17,473
Less:
Gains on sales of real estate		199,479			41,937			294,563			41,937

Income before gains on sales of real estate		123,792			109,038			338,617			272,695
Add:
Real estate depreciation and amortization (2)		156,489			162,012			476,627			479,798
Less:
Noncontrolling interests in property partnerships’ share of funds from operations		35,527			19,150			108,741			59,998
Noncontrolling interest—redeemable preferred units of the Operating Partnership		—			75			6			1,014
Preferred dividends		2,647			2,647			7,854			7,854

Funds from operations (FFO) attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.)		242,107			249,178			698,643			683,627
Less:
Noncontrolling interest—common units of the Operating Partnership’s share of funds from operations		24,846			25,775			72,278			69,283

Funds from operations attributable to Boston Properties, Inc. common shareholders	$	217,261		$	223,403		$	626,365		$	614,344

Boston Properties, Inc.’s percentage share of funds from operations—basic		89.74	%		89.66	%		89.65	%		89.87	%

Weighted average shares outstanding—basic		153,595			153,120			153,426			153,077

FFO per share basic	$	1.41		$	1.46		$	4.08		$	4.01

Weighted average shares outstanding—diluted		153,786			153,273			153,825			153,644

FFO per share diluted	$	1.41		$	1.46		$	4.07		$	4.00

(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. common shareholders (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. common shareholders (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 $153,015, $157,245, $475,082 and $466,143 and our share of unconsolidated joint venture real estate depreciation and amortization of $3,808, $5,099, $2,562 and $14,669, less corporate-related depreciation and amortization of $334, $332, $1,017 and $1,014 for the three and nine months ended September 30, 2015 and 2014, respectively.

BOSTON PROPERTIES, INC.

PORTFOLIO LEASING PERCENTAGES


	% Leased by Location
	September 30, 2015			December 31, 2014
Boston		91.1	%		91.4	%
New York		91.5	%		90.9	%
San Francisco		88.6	%		88.3	%
Washington, DC		92.9	%		94.8	%

Total Portfolio		91.3	%		91.7	%


	% Leased by Type
	September 30, 2015			December 31, 2014
Class A Office Portfolio		91.5	%		91.8	%
Office/Technical Portfolio		84.7	%		87.7	%

Total Portfolio		91.3	%		91.7	%