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Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): April 25, 2017

BOSTON PROPERTIES, INC.

BOSTON PROPERTIES LIMITED PARTNERSHIP

(Exact Name of Registrants As Specified in its Charter)


Boston Properties, Inc.	Delaware	1-13087	04-2473675
	(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Boston Properties Limited Partnership	Delaware	0-50209	04-3372948
	(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

(Registrants’ 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 registrants 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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 April 25, 2017, Boston Properties, Inc. (the “Company”), the general partner of Boston Properties Limited Partnership, issued a press release announcing its financial results for the first quarter of 2017. 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 March 31, 2017.

*99.2		Press release dated April 25, 2017.

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.


	BOSTON PROPERTIES, INC.

	By:	/s/ Michael E. LaBelle
		Michael E. LaBelle
		Executive Vice President, Chief Financial Officer
		and Treasurer

	BOSTON PROPERTIES LIMITED PARTNERSHIP
	By:	Boston Properties, Inc., its General Partner

	By:	/s/ Michael E. LaBelle
		Michael E. LaBelle
		Executive Vice President, Chief Financial Officer
		and Treasurer

Date: April 25, 2017

EXHIBIT INDEX


Exhibit No.		Description

*99.1		Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended March 31, 2017.

*99.2		Press release dated April 25, 2017.

*	Filed herewith.

EX-99.1

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended March 31, 2017

LOGO

FIRST QUARTER 2017

Table of Contents


	Page
Company Profile		3
Investor Information		4
Research Coverage		5
Guidance and Assumptions		6
Financial Highlights		7-8
Consolidated Balance Sheets		9
Consolidated Income Statements		10
Funds From Operations		11
Funds Available for Distribution		12
Interest Coverage Ratios		13
Capital Structure		14
Debt Analysis		15-16
Unconsolidated Joint Ventures		17-18
Consolidated Joint Ventures		19-20
Reconciliation of Net Income Attributable to Boston Properties, Inc. Common Shareholders to Same Property Performance		21-22
Same Property Net Operating Income by Reportable Segment		23
Residential and Hotel Performance		24
Capital Expenditures, Tenant Improvements and Leasing Commissions		25
Portfolio Overview		26
In-Service Property Listing		27-29
Occupancy by Location		30
Top 20 Tenants and Tenant Diversification		31
Aggregate Lease Expiration Roll Out		32
Boston Lease Expiration Roll Out		33-34
New York Lease Expiration Roll Out		35-36
San Francisco and Los Angeles Lease Expiration Roll Out		37-38
Washington, DC Lease Expiration Roll Out		39-40
CBD/Suburban Lease Expiration Roll Out		41-42
Leasing Activity		43
Acquisitions/Dispositions		44
Value Creation Pipeline—Construction in Progress		45
Value Creation Pipeline—Land Parcels and Purchase Options		46
Definitions		47-48

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 that 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. These forward-looking statements speak only as of the date of issuance of this report and are not guarantees of future results, performance or achievements. 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: 601 Massachusetts Avenue, Washington, DC)

LOGO

FIRST QUARTER 2017

COMPANY PROFILE

The Company

Boston Properties, Inc. (“Boston Properties,” “BXP” or the “Company”), a self-administered and self-managed real estate investment trust (REIT), is one of the largest owners, managers, and developers of Class A office properties in the United States, with a significant presence in five markets: Boston, Los Angeles, 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. Boston Properties is a fully integrated real estate investment trust that develops, redevelops, acquires, manages, operates and owns a diverse portfolio of primarily Class A office space totaling 47.7 million square feet and consisting of 164 office properties (including six properties under construction/redevelopment), five retail properties, four residential properties (including two properties under construction) and one hotel. 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 36 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, Senior Executive Vice President; and Michael E. LaBelle, Executive Vice President, Chief Financial Officer and Treasurer. Our senior management team’s national reputation helps us attract business and investment opportunities. In addition, our other executive 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 select 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—currently Boston, Los Angeles, New York, San Francisco and Washington, DC;

•

investing in the highest quality buildings (primarily office) with unique amenities and locations that are able to maintain high occupancy and achieve premium rental rates through economic cycles;

•

in our core markets, maintaining scale and a full-service real estate capability (leasing, development, construction and property management) to ensure we (1) see all relevant investment deal flow, (2) maintain an ability to execute on all types of real estate opportunities, such as acquisitions, dispositions, repositioning and development, throughout the real estate investment cycle and (3) provide superior service to our tenants;

•

be astute in market timing for investment decisions by acquiring properties in times of opportunity, developing into economic growth and selectively selling assets at attractive prices, resulting in continuous portfolio refreshment;

•

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

•

exploring joint-venture opportunities with partners who seek to benefit from our depth of development and management expertise;

•

ensuring a strong balance sheet to maintain consistent access to capital and the resultant ability to make opportunistic investments; and

•

fostering a culture and reputation of integrity and fair dealing, making us the counterparty of choice for tenants and real estate industry participants and employer of choice for talented real estate professionals.

Snapshot

(as of March 31, 2017)


Corporate Headquarters		Boston, Massachusetts
Markets		Boston, Los Angeles, New York, San Francisco and Washington, DC
Fiscal Year-End		December 31
Total Properties (includes unconsolidated joint ventures)		174
Total Square Feet (includes unconsolidated joint ventures)		47.7 million
Common shares outstanding, plus common units and LTIP units (including Outperformance Plan Units and 2013 and 2014 Multi-Year Long-Term Incentive Program (“MYLTIP”) Units) on an as-converted basis (excludes 2015, 2016 and 2017 MYLTIP Units because not yet earned) (1)		171.9 million
Dividend—Quarter/Annualized		$0.75/$3.00
Dividend Yield		2.27%
Consolidated Market Capitalization		$32.9 billion
BXP’s Share of Market Capitalization (2)		$32.0 billion
Senior Debt Ratings		A- (S&P); BBB+ (Fitch); Baa2 (Moody’s)

(1)	For additional detail, see page 14.

(2)	For the Company’s definition of BXP’s Share of Market Capitalization and related disclosures, see page 47. For a quantitative reconciliation of Consolidated Market Capitalization to BXP’s Share of Market Capitalization, see page 14.

LOGO

FIRST QUARTER 2017

INVESTOR INFORMATION


Board of Directors
Joel I. Klein		Dr. Jacob A. Frenkel
Lead Independent Director		Director, Chair of Nominating & Corporate Governance Committee

Owen D. Thomas Chief Executive Officer and Director		Matthew J. Lustig Director

Douglas T. Linde President and Director		Alan J. Patricof Director

Bruce W. Duncan Director		Martin Turchin Director

Karen E. Dykstra Director		David A. Twardock Director, Chair of Audit Committee

Carol B. Einiger
Director, Chair of Compensation Committee

Chairman Emeritus
Mortimer B. Zuckerman


Management
Raymond A. Ritchey Senior Executive Vice President		John F. Powers Executive Vice President, New York Region

Michael E. LaBelle Executive Vice President, Chief Financial Officer and Treasurer		Frank D. Burt Senior Vice President, General Counsel

Peter D. Johnston Executive Vice President, Washington, DC Region		Michael R. Walsh Senior Vice President, Chief Accounting Officer

Bryan J. Koop
Executive Vice President, Boston Region

Robert E. Pester
Executive Vice President, San Francisco Region


Company Information
Corporate Headquarters	Trading Symbol	Investor Relations	Inquires
800 Boylston Street Suite 1900 Boston, MA 02199 (t) 617.236.3300 (f) 617.236.3311	BXP	Boston Properties, Inc. 800 Boylston Street, Suite 1900 Boston, MA 02199 (t) 617.236.3322 (f) 617.236.3311 www.bostonproperties.com	Inquiries should be directed to
			Michael E. LaBelle
	Stock Exchange Listing New York Stock Exchange		Executive Vice President, Chief Financial Officer and Treasurer
			at 617.236.3352 or
			mlabelle@bostonproperties.com

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

Common Stock Data (NYSE: BXP)

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


	Q1 2017			Q4 2016			Q3 2016			Q2 2016			Q1 2016
High Closing Price	$	139.88		$	133.39		$	143.61		$	133.13		$	127.26
Low Closing Price	$	127.00		$	114.07		$	130.03		$	123.71		$	108.18
Average Closing Price	$	132.59		$	124.31		$	138.78		$	128.38		$	118.69
Closing Price, at the end of the quarter	$	132.41		$	125.78		$	136.29		$	131.90		$	127.08

Dividends per share	$	0.75		$	0.75		$	0.65		$	0.65		$	0.65
Closing dividend yield—annualized		2.27	%		2.39	%		1.91	%		1.97	%		2.05	%
Closing common shares outstanding, plus common units and LTIP units (including Outperformance Plan Units and 2013 and 2014 MYLTIP Units) on an as-converted basis (excludes 2015, 2016 and 2017 MYLTIP Units because not yet earned) (thousands) (1)		171,938			171,774			171,775			171,772			171,763
Closing market value of outstanding shares and units (thousands)	$	22,966,310		$	21,805,734		$	23,611,215		$	22,856,727		$	22,027,642

(1)

For additional detail, see page 14.


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

Second Quarter, 2017		Tentatively August 1, 2017
Third Quarter, 2017		Tentatively November 1, 2017
Fourth Quarter, 2017		Tentatively January 30, 2018
First Quarter, 2018		Tentatively April 24, 2018

LOGO

FIRST QUARTER 2017

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage	Rating Agencies

Jacob Kilstein	Anthony Paolone	Andrew Mollay	Stephen Boyd
Argus Research Company	J.P. Morgan Securities	Bank of America Merrill Lynch	Fitch Ratings
646.747.5447	212.622.6682	646.855.6435	212.908.9153

Jeffrey Spector / Jamie Feldman	Craig Mailman / Jordan Sadler	Peter Troisi	Ranjini Venkatesan
Bank of America Merrill Lynch	KeyBanc Capital Markets	Barclays	Moody’s Investors Service
646.855.1363 / 646.855.5808	917.368.2316 / 917.368.2280	212.412.3695	212.553.3828

Ross Smotrich	Richard Anderson	Thomas Cook	Anita Ogbara
Barclays Capital	Mizuho Securities	Citi Investment Research	Standard & Poor’s
212.526.2306	212.205.8445	212.723.1112	212.438.5077

John Kim	Sumit Sharma / Vikram Malhotra	Mark Streeter
BMO Capital	Morgan Stanley	J.P. Morgan Securities
212.885.4115	212.761.7567 / 212.761.7064	212.834.5086

Tom Catherwood	Brad Schwer	Thierry Perrein / Jason Jones
BTIG	Morningstar	Wells Fargo
212.593.7510	312.244.7061	704.715.8455 / 704.715.7932

Thomas Lesnick / Ryan Wineman	Mike Carroll
Capital One Securities	RBC Capital Markets
571.633.8191 / 571.633.8414	440.715.2649

Michael Bilerman / Emmanuel Korchman	David Rodgers / Richard Schiller
Citigroup Global Markets	RW Baird
212.816.1383 / 212.816.1382	216.737.7341 / 312.609.5485

Barry Oxford	Alexander Goldfarb / Daniel Santos
D.A. Davidson & Co.	Sandler O’Neill & Partners
212.240.9871	212.466.7937 / 212.466.7927

Vincent Chao / Mike Husseini	John Guinee / Erin Aslakson
Deutsche Bank Securities	Stifel, Nicolaus & Company
212.250.6799 / 212.250.7703	443.224.1307 / 443.224.1350

Steve Sakwa / Robert Simone	Michael Lewis
Evercore ISI	SunTrust Robinson Humphrey
212.446.9462 / 212.446.9459	212.319.5659

Jed Reagan / Tyler Grant	Nick Yulico
Green Street Advisors	UBS Securities
949.640.8780	212.713.3402

Jonathan Petersen / Omotayo Okusanya	Blaine Heck
Jefferies & Co.	Wells Fargo Securities
212.284.1705 / 212.336.7076	443.263.6529

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.

LOGO

FIRST QUARTER 2017

GUIDANCE

The Company’s guidance for the second quarter 2017 and full year 2017 for diluted earnings per common share attributable to Boston Properties, Inc. common shareholders (“EPS”) and diluted funds from operations (“FFO”) per common share attributable to Boston Properties, Inc. common shareholders 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 the earnings release issued on April 25, 2017 and otherwise referenced during the Company’s conference call scheduled for April 26, 2017. 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 on depreciable real estate or gains or losses associated with disposition activities. For a complete definition of FFO and statements of the reasons why management believes it provides useful information to investors, see page 48. There can be no assurance that the Company’s actual results will not differ materially from the estimates set forth below.


	Second Quarter 2017				Full Year 2017
	Low		High		Low		High
Projected EPS (diluted)	$	0.77	$	0.79	$	2.60	$	2.68
Add:
Projected Company share of real estate depreciation and amortization		0.86		0.86		3.57		3.57
Less:
Projected Company share of gains on sales of real estate		0.02		0.02		0.02		0.02

Projected FFO per share (diluted)	$	1.61	$	1.63	$	6.15	$	6.23

ASSUMPTIONS

(dollars in thousands)


	Full Year 2017
	Low			High
Operating property activity:
Average In-service portfolio occupancy		90.0	%		91.0	%
Increase in BXP’s Share of Same Property net operating income		1.50	%		3.00	%
Increase in BXP’s Share of Same Property net operating income—cash basis		1.00	%		3.00	%
BXP’s Share of Non Same Properties’ incremental contribution to net operating income over prior year	$	17,000		$	23,000
BXP’s Share of Straight-line rent and fair value lease revenue (non-cash revenue)	$	65,000		$	85,000
Hotel net operating income	$	13,000		$	15,000
Termination income(1)	$	21,000		$	25,000
Other income (expense):
Development and management services income	$	28,000		$	33,000
General and administrative expense	$	(115,000	)	$	(110,000	)
Net interest expense	$	(368,000	)	$	(355,000	)
Noncontrolling interest:
Noncontrolling interest in property partnerships’ share of FFO	$	(132,000	)	$	(117,000	)

(1)	Includes $13,000-$14,000 of termination income in the second quarter of 2017.

LOGO

FIRST QUARTER 2017

FINANCIAL HIGHLIGHTS

(unaudited and in thousands, except ratios and per share amounts)

This section includes non-GAAP financial measures, which are accompanied by what the Company considers the most directly comparable financial measures calculated and presented in accordance with GAAP. Quantitative reconciliations of the differences between the most directly comparable GAAP financial measures and the non-GAAP financial measures presented are shown on pages 11-13. Definitions of these non-GAAP financial measures and statements 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, and, if applicable, the other purposes for which management uses the measures, can be found on pages 47-48.


	Three Months Ended
	31-Mar-17			31-Dec-16			30-Sep-16			30-Jun-16			31-Mar-16
Net income attributable to Boston Properties, Inc. common shareholders	$	97,083		$	147,214		$	76,753		$	96,597		$	181,747
Net income attributable to Boston Properties, Inc. per share—basic	$	0.63		$	0.96		$	0.50		$	0.63		$	1.18
Net income attributable to Boston Properties, Inc. per share—diluted	$	0.63		$	0.96		$	0.50		$	0.63		$	1.18
FFO attributable to Boston Properties, Inc. (1)	$	228,383		$	236,898		$	219,564		$	220,595		$	250,688
FFO per share—diluted (1)	$	1.48		$	1.54		$	1.42		$	1.43		$	1.63
Dividends per common share	$	0.75		$	0.75		$	0.65		$	0.65		$	0.65
Funds available for distribution to common shareholders and common unitholders (FAD) (1) (2)	$	178,002		$	151,183		$	149,725		$	160,948		$	188,204
Ratios:
Interest Coverage Ratio (excluding capitalized interest) (3)		3.88			3.86			3.49			3.63			3.79
Interest Coverage Ratio (including capitalized interest) (3)		3.40			3.46			3.17			3.28			3.45
FFO Payout Ratio (2)		50.68	%		48.70	%		45.77	%		45.45	%		39.88	%
FAD Payout Ratio (2)		72.49	%		85.28	%		74.63	%		69.42	%		59.35	%
Selected Items (4):
Revenue	$	632,228		$	636,061		$	625,228		$	623,546		$	665,985
Partners’ share of revenue from consolidated joint ventures		(70,178	)		(69,766	)		(69,391	)		(69,609	)		(73,667	)
BXP’s share of revenue from unconsolidated joint ventures		25,650			24,828			25,271			18,825			18,447

BXP’s share of revenue	$	587,700		$	591,123		$	581,108		$	572,762		$	610,765
Straight-line rent (5)	$	12,023		$	14,711		$	11,107		$	(6,503	)	$	14,424
Partners’ share of straight-line rent from consolidated joint ventures		(590	)		(1,103	)		(707	)		(718	)		(1,696	)
BXP’s share of straight-line rent from unconsolidated joint ventures		3,563			3,696			3,285			1,787			1,064

BXP’s share of straight-line rent	$	14,996		$	17,304		$	13,685		$	(5,434	)	$	13,792
Fair value lease revenue (6)	$	5,390		$	6,840		$	6,547		$	8,808		$	8,186
Partners’ share of fair value lease revenue from consolidated joint ventures (6)		(1,575	)		(2,194	)		(2,084	)		(3,031	)		(2,810	)
BXP’s share of fair value lease revenue from unconsolidated joint ventures (6)		493			494			511			(1	)		(1	)

BXP’s share of fair value lease revenue	$	4,308		$	5,140		$	4,974		$	5,776		$	5,375
Lease termination fees (7)	$	3,918		$	504		$	(170	)	$	7,654		$	51,306
Partners’ share of lease termination fees from consolidated joint ventures		(1,310	)		(31	)		421			(44	)		(1,852	)
BXP’s share of termination income from unconsolidated joint ventures		316			13			8			4			(9	)

BXP’s share of termination income	$	2,924		$	486		$	259		$	7,614		$	49,445
Fair value interest adjustment and hedge amortization	$	10,323		$	10,145		$	10,378		$	11,272		$	12,321
Partners’ share of fair value interest adjustment and hedge amortization from consolidated joint ventures		(4,627	)		(4,598	)		(4,569	)		(4,540	)		(4,511	)
BXP’s share of fair value interest adjustment and hedge amortization from unconsolidated joint ventures		—			—			—			—			—

BXP’s share of fair value interest adjustment	$	5,696		$	5,547		$	5,809		$	6,732		$	7,810
Ground rent expense (8)	$	3,459		$	3,460		$	3,471		$	3,469		$	3,471
Losses from early extinguishments of debt	$	—		$	—		$	(371	)	$	—		$	—
Capitalized interest	$	12,345		$	10,281		$	9,788		$	9,899		$	9,269
Capitalized wages	$	3,947		$	5,376		$	4,155		$	4,467		$	4,344
Operating margins [(rental revenue—rental expense)/rental revenue]		63.1	%		63.6	%		62.3	%		64.0	%		66.3	%
Income from unconsolidated joint ventures	$	3,084		$	2,585		$	1,464		$	2,234		$	1,791
BXP’s share of funds from operations (FFO) from unconsolidated joint ventures	$	12,125	(9)	$	11,277		$	10,592		$	6,852		$	6,287
Net income attributable to noncontrolling interests in property partnerships	$	4,424		$	(2,121	)	$	(17,225	)	$	6,814		$	10,464
FFO attributable to noncontrolling interests in property partnerships	$	25,839	(10)	$	25,135		$	23,682		$	26,183		$	30,019

(1)	For the Company’s definitions and related disclosures, see pages 47-48.

(2)

FFO Payout Ratio equals dividends per common share (excluding any special dividends) divided by FFO per share-diluted. For a quantitative reconciliation of FFO, see page 11. FAD Payout Ratio equals distributions to common shareholders and unitholders (excluding any special distributions) divided by FAD. For a quantitative reconciliation of FAD, see page 12.

(3)	For a quantitative reconciliation and related disclosures, see page 13.

(4)	Partners’ share and BXP’s share of line items below are based upon percentage ownership interests in the applicable joint ventures. For additional details, see page 47.

(5)	During the three months ended June 30, 2016, the Company recognized lump-sum rental income from three tenants totaling approximately $15.4 million that will be straight-lined through each tenant’s lease term. These amounts are in addition to the tenants’ monthly rental payments.

(6)	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.

(7)

For the three months ended March 31, 2016, includes approximately $45.0 million received from a tenant that terminated its lease for approximately 85,000 square feet at the Company’s 250 West 55th Street property located in New York City. For the three months ended June 30, 2016, includes a distribution received by the Company from its unsecured creditor claim against Lehman Brothers, Inc. of approximately $1.4 million.

(8)	Includes non-cash straight-line adjustments to ground rent. See page 13 for the straight-line adjustments to the ground rent expense.

(9)	For additional detail, see page 18.

(10)	For additional detail, see page 20.

LOGO

FIRST QUARTER 2017

FINANCIAL HIGHLIGHTS (continued)

(unaudited and in thousands, except ratios and per share amounts)

This section includes non-GAAP financial measures, which are accompanied by what the Company considers the most directly comparable financial measures calculated and presented in accordance with GAAP. Definitions of these non-GAAP financial measures and statements 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 and, if applicable, the other purposes for which management uses the measures, can be found on pages 47-48.


	31-Mar-17			31-Dec-16			30-Sep-16			30-Jun-16			31-Mar-16
Balance Sheet Items:
Above-market rents (included within Prepaid Expenses and Other Assets)	$	33,923		$	37,079		$	40,346		$	43,780		$	47,388
Below-market rents (included within Other Liabilities)	$	123,545		$	132,495		$	142,595		$	152,576		$	160,504
Accrued ground rent expense, net liability (included within Prepaid Expenses and Other Assets and Other Liabilities)	$	43,356		$	42,717		$	41,718		$	40,687		$	39,752
Outside members’ notes payable (1)	$	180,000		$	180,000		$	180,000		$	180,000		$	180,000
Accrued interest payable on outside members’ notes payable (included within Accrued Interest Payable) (1)	$	162,936		$	153,758		$	144,825		$	136,131		$	127,670
Capitalization:
Common Stock Price @ Quarter End	$	132.41		$	125.78		$	136.29		$	131.90		$	127.08
Equity Value @ Quarter End	$	22,966,310		$	21,805,734		$	23,611,215		$	22,856,727		$	22,027,642
Consolidated Debt	$	9,886,845		$	9,796,133		$	9,808,922		$	9,934,084		$	10,160,366
Add:
BXP’s share of Unconsolidated Joint Venture Debt (2)		317,719			318,193			350,225			350,831			351,394
Less:
Partners’ share of Consolidated Debt (5)		1,138,446			1,144,473			1,150,462			1,156,399			1,162,292

BXP’s Share of Debt (3)(4)	$	9,066,118		$	8,969,853		$	9,008,685		$	9,128,516		$	9,349,468

Consolidated Market Capitalization	$	32,853,155		$	31,601,867		$	33,420,137		$	32,790,811		$	32,188,008
Consolidated Debt/Consolidated Market Capitalization (3)		30.09	%		31.00	%		29.35	%		30.30	%		31.57	%
BXP’s Share of Market Capitalization (3)(4)	$	32,032,428	(6)	$	30,775,587		$	32,619,900		$	31,985,243		$	31,377,110
BXP’s Share of Debt/BXP’s Share of Market Capitalization (3)(4)		28.30	%(6)		29.15	%		27.62	%		28.54	%		29.80	%

(1)	Amount is allocated to the Company’s 767 Fifth Avenue (The GM Building) partners through noncontrolling interests in property partnerships.

(2)	Amount is calculated based on the Company’s percentage ownership interest in the unconsolidated joint venture entities. For additional detail, see page 17.

(3)	For the Company’s definitions, see pages 47-48.

(4)	Partners’ share and BXP’s share of line items are based upon percentage ownership interests in the applicable joint ventures. For additional details, see page 47.

(5)	Amount is calculated based on the outside partners’ percentage ownership interest in the consolidated joint venture entities. For additional detail, see page 19.

(6)	For additional detail, see page 14.

LOGO

FIRST QUARTER 2017

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	31-Mar-17			31-Dec-16			30-Sep-16			30-Jun-16			31-Mar-16
ASSETS
Real estate	$	18,931,136		$	18,862,648		$	18,704,856		$	18,690,403		$	18,424,542
Construction in progress (1)		1,211,324			1,037,959			954,013			865,359			857,578
Land held for future development (2)		249,800			246,656			243,887			241,106			256,952
Less accumulated depreciation		(4,302,283	)		(4,222,235	)		(4,113,553	)		(4,056,716	)		(3,969,648	)

Total real estate		16,089,977			15,925,028			15,789,203			15,740,152			15,569,424
Cash and cash equivalents		302,939			356,914			419,323			1,180,044			1,605,678
Cash held in escrows		51,244			63,174			63,980			65,654			71,349
Investments in securities		25,817			23,814			23,022			21,775			21,077
Tenant and other receivables, net		73,012			92,548			76,258			84,861			73,759
Accrued rental income, net		812,124			799,138			785,569			776,816			767,864
Deferred charges, net		666,677			686,163			680,192			697,823			693,976
Prepaid expenses and other assets		150,905			129,666			176,693			144,222			136,799
Investments in unconsolidated joint ventures		793,932			775,198			775,659			252,618			235,904

Total assets	$	18,966,627		$	18,851,643		$	18,789,899		$	18,963,965		$	19,175,830

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$	2,046,959		$	2,063,087		$	2,077,707		$	3,189,013		$	3,416,622
Unsecured senior notes, net		7,248,152			7,245,953			7,243,767			6,257,274			6,255,602
Unsecured line of credit		105,000			—			—			—			—
Mezzanine notes payable		306,734			307,093			307,448			307,797			308,142
Outside members’ notes payable		180,000			180,000			180,000			180,000			180,000
Accounts payable and accrued expenses		313,723			298,524			312,979			287,464			252,727
Dividends and distributions payable		130,418			130,308			113,038			113,071			113,079
Accrued interest payable		266,714			243,933			234,628			222,175			221,578
Other liabilities		446,489			450,821			461,079			508,952			498,290

Total liabilities		11,044,189			10,919,719			10,930,646			11,065,746			11,246,040

Commitments and contingencies		—			—			—			—			—

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, 153,849,231, 153,790,175, 153,773,012, 153,674,930 and 153,604,966 outstanding, respectively		1,538			1,538			1,538			1,537			1,536
Additional paid-in capital		6,339,970			6,333,424			6,326,580			6,316,191			6,306,723
Dividends in excess of earnings		(712,270	)		(693,694	)		(725,522	)		(702,361	)		(699,048	)
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(50,983	)		(52,251	)		(73,943	)		(79,748	)		(56,706	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,775,533			5,786,295			5,725,931			5,732,897			5,749,783
Noncontrolling interests:
Common units of the Operating Partnership		617,252			614,982			608,280			612,385			616,095
Property partnerships		1,529,653			1,530,647			1,525,042			1,552,937			1,563,912

Total equity		7,922,438			7,931,924			7,859,253			7,898,219			7,929,790

Total liabilities and equity	$	18,966,627		$	18,851,643		$	18,789,899		$	18,963,965		$	19,175,830

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

(2)	Includes land held for future development and pre-development costs.

LOGO

FIRST QUARTER 2017

CONSOLIDATED INCOME STATEMENTS

(unaudited and in thousands, except for per share amounts)


	Three Months Ended
	31-Mar-17			31-Dec-16			30-Sep-16			30-Jun-16			31-Mar-16
Revenue
Rental
Base rent	$	503,562		$	498,941		$	489,312		$	493,386		$	536,128
Recoveries from tenants		89,164			91,123			92,560			85,706			89,586
Parking and other		25,610			25,334			24,638			26,113			24,825

Total rental revenue		618,336			615,398			606,510			605,205			650,539
Hotel revenue		7,420			10,965			12,354			12,808			8,757
Development and management services		6,472			9,698			6,364			5,533			6,689

Total revenue		632,228			636,061			625,228			623,546			665,985

Expenses
Operating		116,415			113,669			117,728			113,212			114,467
Real estate taxes		109,435			108,556			109,480			104,726			104,705
Demolition costs		2,437			1,873			1,352			—			—
Hotel operating		7,091			7,736			8,118			7,978			7,634
General and administrative (1)		31,386			25,293			25,165			25,418			29,353
Transaction costs		34			1,200			249			913			25
Impairment loss		—			—			1,783			—			—
Depreciation and amortization (2)		159,205			178,032			203,748			153,175			159,448

Total expenses		426,003			436,359			467,623			405,422			415,632

Operating income		206,225			199,702			157,605			218,124			250,353
Other income (expense)
Income from unconsolidated joint ventures		3,084			2,585			1,464			2,234			1,791
Gain on sale of investment in unconsolidated joint venture (3)		—			59,370			—			—			—
Interest and other income		614			573			3,628			1,524			1,505
Gains from investments in securities (1)		1,042			560			976			478			259
Interest expense (4)		(95,534	)		(97,896	)		(104,641	)		(105,003	)		(105,309	)
Losses from early extinguishments of debt		—			—			(371	)		—			—
Losses from interest rate contracts		—			—			(140	)		—			—

Income before gains on sales of real estate		115,431			164,894			58,521			117,357			148,599
Gains on sales of real estate		133			—			12,983			—			67,623

Net income		115,564			164,894			71,504			117,357			216,222
Net income attributable to noncontrolling interests
Noncontrolling interest in property partnerships		(4,424	)		2,121			17,225			(6,814	)		(10,464	)
Noncontrolling interest—common units of the Operating Partnership (5)		(11,432	)		(17,097	)		(9,387	)		(11,357	)		(21,393	)

Net income attributable to Boston Properties, Inc.		99,708			149,918			79,342			99,186			184,365
Preferred dividends		(2,625	)		(2,704	)		(2,589	)		(2,589	)		(2,618	)

Net income attributable to Boston Properties, Inc. common shareholders	$	97,083		$	147,214		$	76,753		$	96,597		$	181,747

INCOME PER SHARE OF COMMON STOCK (EPS)
Net income attributable to Boston Properties, Inc. per share—basic	$	0.63		$	0.96		$	0.50		$	0.63		$	1.18

Net income attributable to Boston Properties, Inc. per share—diluted	$	0.63		$	0.96		$	0.50		$	0.63		$	1.18

(1)

General and administrative expense includes $(1,042), $(560), $(976), $(478) and $(259) and gains from investments in securities include $1,042, $560, $976, $478 and $259 for the three months ended March 31, 2017, December 31, 2016, September 30, 2016, June 30, 2016 and March 31, 2016, respectively, related to the Company’s deferred compensation plan.

(2)	For the three months ended September 30, 2016, includes approximately $50.8 million of accelerated depreciation expense related to the redevelopment of the Company’s 601 Lexington Avenue property.

(3)

On October 20, 2016, the Company and its partner in the unconsolidated joint venture that owns Metropolitan Square located in Washington, DC, completed the sale of an 80% interest in the joint venture for a gross sale price of approximately $282.4 million, including the assumption by the buyer of its pro rata share of the mortgage loan collateralized by the property totaling approximately $133.4 million and certain unfunded leasing costs totaling approximately $14.2 million. Net cash proceeds to the Company totaled approximately $58.2 million, resulting in a gain on sale of investment totaling approximately $59.4 million. The Company continues to own a 20% interest in the joint venture.

(4)

For the three months ended March 31, 2017, December 31, 2016, September 30, 2016, June 30, 2016 and March 31, 2016, interest expense includes $9,178, $8,933, $8,694, $8,461 and $8,234, 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.

(5)

Equals noncontrolling interest—common units of the Operating Partnership’s share of 10.33%, 10.25%, 10.28%, 10.33% and 10.32% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended March 31, 2017, December 31, 2016, September 30, 2016, June 30, 2016 and March 31, 2016, respectively.

LOGO

FIRST QUARTER 2017

FUNDS FROM OPERATIONS (FFO)

(unaudited and in thousands, except for per share amounts)


	Three Months Ended
	31-Mar-17			31-Dec-16			30-Sep-16			30-Jun-16			31-Mar-16
Net income attributable to Boston Properties, Inc. common shareholders	$	97,083		$	147,214		$	76,753		$	96,597		$	181,747
Add:
Preferred dividends		2,625			2,704			2,589			2,589			2,618
Noncontrolling interest—common units of the Operating Partnership		11,432			17,097			9,387			11,357			21,393
Noncontrolling interests in property partnerships		4,424			(2,121	)		(17,225	)		6,814			10,464
Less:
Gains on sales of real estate		133			—			12,983			—			67,623

Income before gains on sales of real estate		115,431			164,894			58,521			117,357			148,599
Add:
Depreciation and amortization		159,205			178,032			203,748			153,175			159,448
Noncontrolling interests in property partnerships’ share of depreciation and amortization		(21,415	)		(27,256	)		(40,907	)		(19,369	)		(19,555	)
BXP’s share of depreciation and amortization from unconsolidated joint ventures		9,041			8,692			9,128			4,618			4,496
Corporate-related depreciation and amortization		(525	)		(449	)		(393	)		(362	)		(364	)
Less:
Gain on sale of investment in unconsolidated joint venture		—			59,370			—			—			—
Noncontrolling interests in property partnerships		4,424			(2,121	)		(17,225	)		6,814			10,464
Preferred dividends		2,625			2,704			2,589			2,589			2,618

FFO attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.) (“Basic FFO”)		254,688			263,960			244,733			246,016			279,542
Less:
Noncontrolling interest—common units of the Operating Partnership’s share of FFO		26,305			27,062			25,169			25,421			28,854

FFO attributable to Boston Properties, Inc. common shareholders	$	228,383		$	236,898		$	219,564		$	220,595		$	250,688

Boston Properties, Inc.’s percentage share of Basic FFO		89.67	%		89.75	%		89.72	%		89.67	%		89.68	%

FFO per share—basic	$	1.48		$	1.54		$	1.43		$	1.44		$	1.63

Weighted average shares outstanding—basic		153,860			153,814			153,754			153,662			153,626

FFO per share—diluted	$	1.48		$	1.54		$	1.42		$	1.43		$	1.63

Weighted average shares outstanding—diluted		154,214			153,991			154,136			153,860			153,917

Reconciliation to Diluted FFO:

Basic FFO	$	254,688		$	263,960		$	244,733		$	246,016		$	279,542
Add:
Effect of dilutive securities—stock-based compensation		—			—			—			—			—

Diluted FFO		254,688			263,960			244,733			246,016			279,542
Less:
Noncontrolling interest—common units of the Operating Partnership’s share of diluted FFO		26,251			27,034			25,113			25,391			28,805

Boston Properties, Inc.’s share of Diluted FFO	$	228,437		$	236,926		$	219,620		$	220,625		$	250,737

Reconciliation of Shares/Units for Diluted FFO:

Shares/units for Basic FFO		171,581			171,385			171,379			171,370			171,309
Add:
Effect of dilutive securities—stock-based compensation (shares/units)		354			177			382			198			291

Shares/units for Diluted FFO		171,935			171,562			171,761			171,568			171,600
Less:
Noncontrolling interest—common units of the Operating Partnership’s share of Diluted FFO (shares/units)		17,721			17,571			17,625			17,708			17,683

Boston Properties, Inc.’s share of shares/units for Diluted FFO		154,214			153,991			154,136			153,860			153,917

Boston Properties, Inc.’s percentage share of Diluted FFO		89.69	%		89.76	%		89.74	%		89.68	%		89.70	%

LOGO

FIRST QUARTER 2017

FUNDS AVAILABLE FOR DISTRIBUTION (FAD)

(in thousands, except for ratio amounts)


	Three Months Ended
	31-Mar-17			31-Dec-16			30-Sep-16			30-Jun-16			31-Mar-16
Net income attributable to Boston Properties, Inc. common shareholders	$	97,083		$	147,214		$	76,753		$	96,597		$	181,747
Add:
Preferred dividends		2,625			2,704			2,589			2,589			2,618
Noncontrolling interest—common units of the Operating Partnership		11,432			17,097			9,387			11,357			21,393
Noncontrolling interests in property partnerships		4,424			(2,121	)		(17,225	)		6,814			10,464
Less:
Gains on sales of real estate		133			—			12,983			—			67,623

Income before gains on sales of real estate		115,431			164,894			58,521			117,357			148,599
Add:
Depreciation and amortization		159,205			178,032			203,748			153,175			159,448
Noncontrolling interests in property partnerships’ share of depreciation and amortization		(21,415	)		(27,256	)		(40,907	)		(19,369	)		(19,555	)
BXP’s share of depreciation and amortization from unconsolidated joint ventures		9,041			8,692			9,128			4,618			4,496
Corporate-related depreciation and amortization		(525	)		(449	)		(393	)		(362	)		(364	)
Less:
Gain on sale of investment in unconsolidated joint venture		—			59,370			—			—			—
Noncontrolling interests in property partnerships		4,424			(2,121	)		(17,225	)		6,814			10,464
Preferred dividends		2,625			2,704			2,589			2,589			2,618

Basic FFO		254,688			263,960			244,733			246,016			279,542
Straight-line rent (1)		(12,023	)		(14,711	)		(11,107	)		6,503			(14,424	)
Partners’ share of straight-line rent from consolidated joint ventures		590			1,103			707			718			1,696
BXP’s share of straight-line rent from unconsolidated joint ventures		(3,563	)		(3,696	)		(3,285	)		(1,787	)		(1,064	)
Lease transaction costs that qualify as rent inducements (2)		682			487			861			2,200			5,305
Partners’ share of lease transaction costs that qualify as rent inducements from consolidated joint ventures (2)		—			—			—			—			(17	)
BXP’s share of lease transaction costs that qualify as rent inducements from unconsolidated joint ventures (2)		132			43			15			—			—
Fair value lease revenue (3)		(5,390	)		(6,840	)		(6,547	)		(8,808	)		(8,186	)
Partners’ share of fair value lease revenue from consolidated joint ventures (3)		1,575			2,194			2,084			3,031			2,810
BXP’s share of fair value lease revenue from unconsolidated joint ventures (3)		(493	)		(494	)		(511	)		1			1
Non-cash losses (gains) from early extinguishments of debt		—			—			371			—			—
Non-cash termination income adjustment (fair value lease amounts)		(403	)		7			—			141			29
Partners’ share of non-cash termination income adjustment (fair value lease amounts) from consolidated joint ventures		161			(3	)		—			(41	)		—
BXP’s share of non-cash termination income adjustment (fair value lease amounts) from unconsolidated joint ventures		—			—			—			—			—
Straight-line ground rent expense adjustment (4)		639			998			1,031			935			987
Stock-based compensation		10,802			7,621			7,643			7,578			10,069
Non-real estate depreciation		525			449			393			362			364
Impairment loss		—			—			1,783			—			—
Fair value interest adjustment		(10,323	)		(10,145	)		(10,378	)		(11,272	)		(12,321	)
Partners’ share of fair value interest adjustment from consolidated joint ventures		4,627			4,598			4,569			4,540			4,511
BXP’s share of fair value interest adjustment from unconsolidated joint ventures		—			—			—			—			—
2nd generation tenant improvements and leasing commissions		(48,730	)		(75,708	)		(69,742	)		(74,719	)		(58,100	)
Partners’ share of 2nd generation tenant improvements and leasing commissions from consolidated joint ventures		123			449			805			1,247			2,525
BXP’s share of 2nd generation tenant improvements and leasing commissions from unconsolidated joint ventures		(1,164	)		(1,472	)		(18	)		(8,616	)		(4,769	)
Unearned portion of capitalized fees from consolidated joint ventures		537			1,787			250			2,697			1,191
Maintenance capital expenditures (5)		(10,677	)		(16,334	)		(11,889	)		(9,654	)		(21,961	)
Partners’ share of maintenance capital expenditures from consolidated joint ventures (5)		2,129			1,197			377			422			573
BXP’s share of maintenance capital expenditures from unconsolidated joint ventures (5)		(211	)		(437	)		(283	)		(112	)		(197	)
Hotel improvements, equipment upgrades and replacements		(6,231	)		(3,870	)		(2,137	)		(434	)		(360	)

Funds available for distribution to common shareholders and common unitholders (FAD) (A)	$	178,002		$	151,183		$	149,725		$	160,948		$	188,204

Distributions to common shareholders and unitholders (excluding any special distributions) (B)	$	129,040		$	128,930		$	111,739		$	111,737		$	111,708
FAD Payout Ratio (B÷A)		72.49	%		85.28	%		74.63	%		69.42	%		59.35	%

(1)	During the three months ended June 30, 2016, the Company recognized lump-sum rental income from three tenants totaling approximately $15.4 million that will be straight-lined through each tenant’s lease term. These amounts are in addition to the tenants’ monthly rental payments.

(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 in the period the lease commences.

(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)

Includes the straight-line impact of the Company’s 99-year ground and air rights lease related to the Company’s 200 Clarendon Street property’s adjacent 100 Clarendon Street garage and Back Bay Station concourse level. The Company has allocated contractual ground lease payments aggregating approximately $34.4 million, which it expects to incur over the next three years with no payments thereafter. The Company is recognizing these amounts on a straight-line basis over the 99-year term of the ground and air rights lease. See page 7.

(5)	Maintenance capital expenditures do not include planned capital expenditures related to acquisitions and repositioning capital expenditures – see page 25 for additional detail.

LOGO

FIRST QUARTER 2017

INTEREST COVERAGE RATIOS

(in thousands, except for ratio amounts)


	Three Months Ended
	31-Mar-17			31-Dec-16			30-Sep-16			30-Jun-16			31-Mar-16
Net income attributable to Boston Properties, Inc. common shareholders	$	97,083		$	147,214		$	76,753		$	96,597		$	181,747
Add:
Preferred dividends		2,625			2,704			2,589			2,589			2,618
Noncontrolling interest—common units of the Operating Partnership		11,432			17,097			9,387			11,357			21,393
Noncontrolling interests in property partnerships		4,424			(2,121	)		(17,225	)		6,814			10,464
Less:
Gains on sales of real estate		133			—			12,983			—			67,623

Income before gains on sales of real estate		115,431			164,894			58,521			117,357			148,599
Noncontrolling interests in property partnerships		(4,424	)		2,121			17,225			(6,814	)		(10,464	)
Interest expense		95,534			97,896			104,641			105,003			105,309
Partners’ share of interest expense from consolidated joint ventures		(17,259	)		(17,579	)		(17,460	)		(17,177	)		(16,988	)
BXP’s share of interest expense from unconsolidated joint ventures		3,749			3,654			4,025			4,010			4,015
Depreciation and amortization expense		159,205			178,032			203,748			153,175			159,448
Noncontrolling interests in property partnerships’ share of depreciation and amortization		(21,415	)		(27,256	)		(40,907	)		(19,369	)		(19,555	)
BXP’s share of depreciation and amortization from unconsolidated joint ventures		9,041			8,692			9,128			4,618			4,496
Gain on sale of investment in unconsolidated joint venture		—			(59,370	)		—			—			—
Losses from early extinguishments of debt		—			—			371			—			—
Impairment loss		—			—			1,783			—			—
Non-cash termination income adjustment (fair value lease amounts)		(403	)		7			—			141			29
Partners’ share of non-cash termination income adjustment (fair value lease amounts) from consolidated joint ventures		161			(3	)		—			(41	)		—
BXP’s share of non-cash termination income adjustment (fair value lease amounts) from unconsolidated joint ventures		—			—			—			—			—
Stock-based compensation		10,802			7,621			7,643			7,578			10,069
Straight-line ground rent expense adjustment (1)		639			998			1,031			935			987
Straight-line rent (2)		(12,023	)		(14,711	)		(11,107	)		6,503			(14,424	)
Partners’ share of straight-line rent from consolidated joint ventures		590			1,103			707			718			1,696
BXP’s share of straight-line rent from unconsolidated joint ventures		(3,563	)		(3,696	)		(3,285	)		(1,787	)		(1,064	)
Lease transaction costs that qualify as rent inducements (3)		682			487			861			2,200			5,305
Partners’ share of lease transaction costs that qualify as rent inducements from consolidated joint ventures (3)		—			—			—			—			(17	)
BXP’s share of lease transaction costs that qualify as rent inducements from unconsolidated joint ventures (3)		132			43			15			—			—
Fair value lease revenue (4)		(5,390	)		(6,840	)		(6,547	)		(8,808	)		(8,186	)
Partners’ share of fair value lease revenue from consolidated joint ventures (4)		1,575			2,194			2,084			3,031			2,810
BXP’s share of fair value lease revenue from unconsolidated joint ventures (4)		(493	)		(494	)		(511	)		1			1

Subtotal (A)	$	332,571		$	337,793		$	331,966		$	351,274		$	372,066

Divided by:
Interest expense	$	95,534		$	97,896		$	104,641		$	105,003		$	105,309
Partners’ share of interest expense from consolidated joint ventures		(17,259	)		(17,579	)		(17,460	)		(17,177	)		(16,988	)
BXP’s share of interest expense from unconsolidated joint ventures		3,749			3,654			4,025			4,010			4,015
Fair value interest adjustment		10,323			10,145			10,378			11,272			12,321
Partners’ share of fair value interest adjustment from consolidated joint ventures		(4,627	)		(4,598	)		(4,569	)		(4,540	)		(4,511	)
BXP’s share of fair value interest adjustment from unconsolidated joint ventures		—			—			—			—			—
Amortization of financing costs		(1,967	)		(1,964	)		(1,889	)		(1,704	)		(1,829	)
Partners’ share of amortization of financing costs from consolidated joint ventures		9			39			38			38			38
BXP’s share of amortization of financing costs from unconsolidated joint ventures		(100	)		(100	)		(113	)		(112	)		(120	)

Adjusted interest expense excluding capitalized interest (B)		85,662			87,493			95,051			96,790			98,235
Capitalized interest		12,345			10,281			9,788			10,222			9,525
Partners’ share of capitalized interest from consolidated joint ventures		(251	)		(203	)		(21	)		—			—
BXP’s share of capitalized interest from unconsolidated joint ventures		(6	)		—			—			—			—

Adjusted interest expense including capitalized interest (C)	$	97,750		$	97,571		$	104,818		$	107,012		$	107,760

Interest Coverage Ratio (excluding capitalized interest) (A ÷ B) (5)		3.88			3.86			3.49			3.63			3.79

Interest Coverage Ratio (including capitalized interest) (A ÷ C) (5)		3.40			3.46			3.17			3.28			3.45

(1)

Includes the straight-line impact of the Company’s 99-year ground and air rights lease related to the 100 Clarendon Street garage and Back Bay Station concourse level, which are adjacent to the the Company’s 200 Clarendon Street property. The Company has allocated contractual ground lease payments aggregating approximately $34.4 million, which it expects to incur over the next three years with no payments thereafter. The Company is recognizing these amounts on a straight-line basis over the 99-year term of the ground and air rights lease. See page 7.

(2)	During the three months ended June 30, 2016, the Company recognized an aggregate of approximately $15.4 million of lump sum rental income amounts from three tenants that will be straight-lined through each tenant’s lease term. These amounts are in addition to the tenants’ monthly rental payments.

(3)	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.

(4)	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.

(5)

The Company believes that the presentation of its Interest Coverage Ratio provides investors with useful information about the Company’s financial condition because it measures the margin it has for paying interest expense as of a certain date. In addition, by analyzing interest coverage ratios over a period of time, trends may emerge that provide investors a better sense of whether a company’s financial condition is improving or worsening. The ratios may also be used to compare the ability of different companies to meet their interest expense obligations, which can help when making an investment decision. The Company presents its Interest Coverage Ratio in two ways—including capitalized interest and excluding capitalized interest. GAAP requires the capitalization of interest expense during development. Therefore, for a company like Boston Properties, Inc. that is an active developer of real estate, presenting the Interest Coverage Ratio (excluding capitalized interest) provides an alternative measure of financial condition that may be more indicative of the Company’s ability to meet its interest expense obligations.

LOGO

FIRST QUARTER 2017

CAPITAL STRUCTURE

(in thousands, except percentages)

Consolidated Debt


	Aggregate Principal March 31, 2017
Mortgage Notes Payable	$	2,026,578
Mezzanine Notes Payable		306,000
Unsecured Line of Credit		105,000
Unsecured Senior Notes, at face value		7,300,000
Outside Members’ Notes Payable		180,000

Subtotal		9,917,578
Fair Value Interest Adjustment on Mortgage Notes Payable		22,622
Fair Value Interest Adjustment on Mezzanine Notes Payable		734
Discount on Unsecured Senior Notes		(18,132	)
Deferred Financing Costs, Net		(35,957	)

Consolidated Debt	$	9,886,845

Boston Properties Limited Partnership Unsecured Senior Notes (1)


Settlement Date		Maturity Date		Principal		Effective Yield (on issue date)			Coupon			Public Offering Price			Discount		Deferred Financing Costs, Net		Unsecured Senior Notes, net
	8/17/2016		10/1/2026	$	1,000,000		3.495	%		2.750	%		99.271	%	$	6,925	$	7,692	$	985,383
	1/20/2016		2/1/2026		1,000,000		3.766	%		3.650	%		99.708	%		2,631		7,194		990,175
	6/27/2013		2/1/2024		700,000		3.916	%		3.800	%		99.694	%		1,460		3,843		694,697
	4/11/2013		9/1/2023		500,000		3.279	%		3.125	%		99.379	%		2,044		2,580		495,376
	6/11/2012		2/1/2023		1,000,000		3.954	%		3.850	%		99.779	%		1,311		4,560		994,129
	11/10/2011		11/15/2018		850,000		3.853	%		3.700	%		99.767	%		502		2,782		846,716
	11/18/2010		5/15/2021		850,000		4.289	%		4.125	%		99.260	%		2,796		2,032		845,172
	4/19/2010		11/15/2020		700,000		5.708	%		5.625	%		99.891	%		310		1,437		698,253
	10/9/2009		10/15/2019		700,000		5.967	%		5.875	%		99.931	%		153		1,596		698,251

				$	7,300,000										$	18,132	$	33,716	$	7,248,152

Equity


	Shares/Units Outstanding as of 3/31/2017		Common Stock Equivalents		Equivalent Value (2)
Common Stock		153,849		153,849	$	20,371,146
Common Operating Partnership Units		18,089		18,089		2,395,164
5.25% Series B Cumulative Redeemable Preferred Stock (non-callable through March 27, 2018)		80		—		200,000

Total Equity				171,938	$	22,966,310

Consolidated Debt					$	9,886,845
Add:
BXP’s share of unconsolidated joint venture debt (3)						317,719
Less:
Partners’ share of consolidated debt (4)						1,138,446

BXP’s Share of Debt (5)					$	9,066,118

Consolidated Market Capitalization					$	32,853,155

BXP’s Share of Market Capitalization (5)					$	32,032,428

(1)	All unsecured senior notes are rated A- (stable), BBB+ (stable) and Baa2 (positive) by S&P, Fitch and Moody’s, respectively.

(2)	Values based on March 31, 2017 closing price of $132.41 per share of common stock, except the Series B Preferred Stock is valued at its fixed liquidation preference.

(3)	Amount is calculated based on the Company’s percentage ownership interest in the unconsolidated joint venture entities. For additional detail, see page 17.

(4)	Amount is calculated based on the outside partners’ percentage ownership interest in the consolidated joint venture entities. For additional detail, see page 19.

(5)	For the Company’s definitions, see pages 47-48.

LOGO

FIRST QUARTER 2017

DEBT ANALYSIS (1)

as of March 31, 2017

(dollars in thousands)

Debt Maturities and Principal Payments


	2017			2018			2019			2020			2021			Thereafter			Total
Floating Rate Debt:
Mortgage Notes Payable	$	—		$	—		$	—		$	—		$	—		$	—		$	—
Unsecured Line of Credit		—			105,000			—			—			—			—			105,000	(2)

Total Floating Rate Debt	$	—		$	105,000		$	—		$	—		$	—		$	—		$	105,000

Fixed Rate Debt:
767 Fifth Avenue (The GM Building) (60% ownership)	$	1,300,000		$	—		$	—		$	—		$	—		$	—		$	1,300,000	(3)(4)
601 Lexington Avenue (55% ownership)		9,847			13,684			14,349			15,045			15,776			614,710			683,411
New Dominion Technology Park, Building One		1,465			3,100			3,340			3,598			22,906			—			34,409
University Place		1,305			1,849			1,981			2,123			1,500			—			8,758

Mortgage Notes Payable		1,312,617			18,633			19,670			20,766			40,182			614,710			2,026,578
Fair Value Interest Adjustment		22,622			—			—			—			—			—			22,622
Deferred Financing Costs, Net		(520	)		(431	)		(431	)		(431	)		(342	)		(86	)		(2,241	)

Mortgage Notes Payable, Net	$	1,334,719		$	18,202		$	19,239		$	20,335		$	39,840		$	614,624		$	2,046,959

Mezzanine Notes Payable	$	306,000		$	—		$	—		$	—		$	—		$	—		$	306,000	(4)
Fair Value Interest Adjustment		734			—			—			—			—			—			734

Mezzanine Notes Payable	$	306,734		$	—		$	—		$	—		$	—		$	—		$	306,734

Unsecured Senior Notes, Face Amount	$	—		$	850,000		$	700,000		$	700,000		$	850,000		$	4,200,000		$	7,300,000
Discount Amortization		(1,992	)		(2,696	)		(2,503	)		(2,528	)		(2,063	)		(6,350	)		(18,132	)
Deferred Financing Costs, Net		(4,639	)		(6,019	)		(5,036	)		(4,510	)		(3,648	)		(9,864	)		(33,716	)

Unsecured Senior Notes, Net	$	(6,631	)	$	841,285		$	692,461		$	692,962		$	844,289		$	4,183,786		$	7,248,152

Outside Members’ Notes Payable	$	180,000		$	—		$	—		$	—		$	—		$	—		$	180,000	(4)

Total Fixed Rate Debt	$	1,814,822		$	859,487		$	711,700		$	713,297		$	884,129		$	4,798,410		$	9,781,845

Consolidated Debt	$	1,814,822		$	964,487		$	711,700		$	713,297		$	884,129		$	4,798,410		$	9,886,845

% of Consolidated Debt		18.36	%		9.76	%		7.20	%		7.21	%		8.94	%		48.53	%		100.00	%

Balloon Payments	$	1,786,000		$	955,000		$	700,000		$	700,000		$	872,906		$	4,810,648		$	9,824,554

Scheduled Principal Amortization	$	12,617		$	18,633		$	19,670		$	20,766		$	17,276		$	4,062		$	93,024
GAAP Weighted Average Floating Rate Debt (5) (6)		—			2.45	%		—			—			—			—			2.45	%

GAAP Weighted Average Fixed Rate Debt (5) (6)		3.04	%		3.89	%		5.96	%		5.70	%		4.39	%		3.85	%		4.06	%

Total GAAP Weighted Average Rate (5) (6)		3.04	%		3.73	%		5.96	%		5.70	%		4.39	%		3.85	%		4.04	%

Total Stated Weighted Average Rate (6)		5.96	%		3.58	%		5.87	%		5.63	%		4.32	%		3.78	%		4.47	%

Unsecured Line of Credit - Matures July 26, 2018 (2)


Facility	Outstanding at 3/31/2017		Letters of Credit		Remaining Capacity at 3/31/2017
$1,000,000	$	105,000	$	6,040	$	888,960

Unsecured and Secured Debt Analysis (6)


	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity (years)
Unsecured Debt		75.75	%		4.09	%		4.18	%		5.6
Secured Debt		24.25	%		5.64	%		3.62	%		1.9

Consolidated Debt		100.00	%		4.47	%		4.04	%		4.7

Floating and Fixed Rate Debt Analysis (6)


	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity (years)
Floating Rate Debt		1.08	%		1.93	%		2.45	%		1.3
Fixed Rate Debt		98.92	%		4.50	%		4.06	%		4.7

Consolidated Debt		100.00	%		4.47	%		4.04	%		4.7

Interest Rate Hedging Instruments

Notional Amount

Weighted-Average
10-Year Swap Rate

Effective Date

Termination Date

Forward-starting interest rate swaps (4)

450,000

2.619

June 7, 2017

June 7, 2027

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

(2)	On April 24, 2017, Boston Properties Limited Partnership extended the maturity date from July 26, 2018 to April 24, 2022 and increased the capacity from $1.0 million to $1.5 billion.

(3)	This property has a fair value interest adjustment that is shown on the Fair Value Interest Adjustment line.

(4)

On April 24, 2017, the Company’s consolidated entity in which it has a 60% interest and that owns 767 Fifth Avenue (the General Motors Building) entered into an interest rate lock and commitment agreement with a group of lenders for a fixed interest rate of 3.43% per annum on a ten-year financing totaling $2.3 billion. The Company expects to close on the financing by the end of June 2017, although there can be no assurance that the financing will be consummated on the terms currently contemplated or at all. In conjunction with the interest rate lock and commitment agreement, the consolidated entity terminated its forward-starting interest rate swap contracts with notional amounts aggregating $450.0 million and will pay approximately $14.4 million, which amount will increase the Company’s interest expense over the ten-year term of the financing, resulting in an estimated effective interest rate of approximately 3.65% per annum, including the estimated amortization of financing costs and additional mortgage recording taxes.

(5)	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.

(6)	Percentage of total debt, weighted average rates and weighted average maturities exclude the Outside Members’ Notes Payable because they are allocated to the Company’s partners through noncontrolling interests in property partnerships.

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FIRST QUARTER 2017

SENIOR UNSECURED DEBT COVENANT COMPLIANCE RATIOS

(dollars 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 from time to time (the “Indenture”), which, among other things, requires us to comply with the following limitations on incurrence of debt: Limitation on Outstanding Debt; Limitation on Secured Debt; Ratio of Annualized Consolidated EBITDA to Annualized Interest Expense; and Maintenance of Unencumbered Assets. Compliance with these restrictive covenants requires us to apply specialized terms the meanings of which are described in detail in our filings with the SEC, and to calculate ratios in the manner prescribed by the Indenture.

This section presents such ratios as of March 31, 2017 to show that the Company’s Operating Partnership was in compliance with the terms of the Indenture, 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 that we believe assists investors in evaluating the Company’s unsecured debt securities.


			Senior Notes			Senior Notes
			Issued Prior to			Issued On or After
			October 9, 2009			October 9, 2009
			March 31, 2017
Total Assets:
Capitalized Property Value (1)			$	23,172,351		$	23,631,893
Cash and Cash Equivalents				302,939			302,939
Investments in Securities				25,817			25,817
Undeveloped Land, at Cost (including Joint Venture %)				295,805			295,805
Development in Process, at Cost (including Joint Venture %)				1,438,245			1,438,245

Total Assets			$	25,235,157		$	25,694,699

Unencumbered Assets			$	19,867,798		$	20,308,553

Consolidated Secured Debt (Fixed and Variable) (2)			$	2,049,564		$	2,049,564
Mezzanine Notes Payable (3)				306,000			306,000
Unconsolidated Joint Venture Debt (4)				318,942			318,942
Outside Members’ Notes Payable				180,000			180,000
Contingent Liabilities & Letters of Credit				12,043			12,043
Unsecured Debt (5)				7,405,000			7,405,000

Total Outstanding Debt			$	10,271,549		$	10,271,549

Consolidated EBITDA:
Income before Gains on Sales of Real Estate (per Consolidated Income Statement)			$	115,431		$	115,431
Subtract: Income from Unconsolidated Joint Ventures (per Consolidated Income Statement)				(3,084	)		(3,084	)
Subtract: Gains from Investments in Securities (per Consolidated Income Statement)				(1,042	)		(1,042	)
Add: Interest Expense (per Consolidated Income Statement)				95,534			95,534
Add: Depreciation and Amortization (per Consolidated Income Statement)				159,205			159,205

EBITDA				366,044			366,044
Add: BXP’s share of unconsolidated joint venture EBITDA				15,777			15,777

Consolidated EBITDA			$	381,821		$	381,821

Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)			$	95,534		$	95,534
Add: BXP’s share of unconsolidated joint venture interest expense				3,749			3,749
Less: Amortization of financing costs (including BXP’s share of unconsolidated joint ventures)				(2,067	)		(2,067	)
Less: Interest expense funded by construction loan draws				—			—

Adjusted Interest Expense			$	97,216		$	97,216


Covenant Ratios and Related Data	Test		Actual			Actual
Total Outstanding Debt/Total Assets		Less than 60%		40.7	%		40.0	%
Secured Debt/Total Assets		Less than 50%		10.6	%		10.4	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)		Greater than 1.50x		3.93			3.93
Unencumbered Assets/ Unsecured Debt		Greater than 150%		268.3	%		274.3	%

Unencumbered Consolidated Property EBITDA (6)			$	325,852		$	325,852

Unencumbered Interest Coverage (Unencumbered Consolidated Property EBITDA to Unsecured Interest Expense)				4.39			4.39

% of Unencumbered Consolidated Property EBITDA to Consolidated EBITDA				85.3	%		85.3	%

# of in-service unencumbered properties				152			152

(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)	Includes capital lease obligations of $22,986 and excludes aggregate fair value interest adjustment of $22,622 and deferred financing costs, net of $2,241.

(3)	Excludes aggregate fair value interest adjustment of $734.

(4)	Excludes aggregate deferred financing costs, net of $1,223.

(5)	Excludes aggregate debt discount of $18,132 and deferred financing costs, net of $33,716.

(6)

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 the Company’s view, are not representative of a property’s standard ongoing performance, such as termination income and other similar items. For the three months ended March 31, 2017, these excluded amounts were approximately $(24,040), $75,399, $378 and $4,232, respectively.

LOGO

FIRST QUARTER 2017

UNCONSOLIDATED JOINT VENTURES (1)

as of March 31, 2017

(dollars in thousands)

Balance Sheet Information


Property	BXP’s Nominal Ownership			Net Equity			Mortgage/ Construction Loans Payable, Net
540 Madison Avenue		60.00	%	$	67,652		$	71,857
Market Square North		50.00	%		(7,837	)		61,281
Metropolitan Square		20.00	%		2,007			33,061
901 New York Avenue		25.00	%		(10,167	)		55,904
Wisconsin Place Parking Facility		33.33	%		41,151			—
Annapolis Junction (2)		50.00	%		19,920			44,291
500 North Capitol Street, N.W.		30.00	%		(3,606	)		31,391
Colorado Center		49.80	%		512,643			—
The Hub on Causeway—Podium		50.00	%		36,888			—
The Hub on Causeway—Hotel		50.00	%		1,167			—
The Hub on Causeway—Residential		50.00	%		21,666			—
1001 6th Street		50.00	%		42,474			—
Dock 72		50.00	%		43,497			—
1265 Main Street		50.00	%		4,866			19,934
					772,321

Investments with deficit balances reflected within Other Liabilities					21,610

Investment in Joint Ventures				$	793,931		$	317,719

Debt Maturities and Principal Payments by Property


Property	2017			2018			2019			2020			2021			Thereafter			Total
540 Madison Avenue (60%)	$	—		$	72,000		$	—		$	—		$	—		$	—		$	72,000
Market Square North (50%)		867			1,205			1,265			58,091			—			—			61,428
901 New York Avenue (25%)		—			—			—			970			1,095			54,185			56,250
Metropolitan Square (20%)		418			586			620			31,501						—			33,125
500 North Capitol Street, N.W. (30%)		—			—			—			—			—			31,500			31,500
1265 Main Street (50%)		278			383			398			413			429			18,238			20,139
Annapolis Junction Building One (50%)		256			19,519			—			—			—			—			19,775	(3)
Annapolis Junction Buildings Seven & Eight (50%)		244			326			17,723			—			—			—			18,293
Annapolis Junction Building Six (50%)		203			6,229			—			—			—			—			6,432

Dock 72 (50%)		—			—			—			—			—			—			—
		2,266			100,248			20,006			90,975			1,524			103,923			318,942
Deferred Financing Costs, Net		(283	)		(263	)		(186	)		(115	)		(77	)		(299	)		(1,223	)

Mortgage/Construction Loans Payable, Net	$	1,983		$	99,985		$	19,820		$	90,860		$	1,447		$	103,624		$	317,719

GAAP Weighted Average Rate		4.46	%		3.38	%		3.51	%		5.20	%		3.54	%		3.86	%		4.09	%
% of Total Mortgage/Construction Loans Payable, Net		0.62	%		31.47	%		6.24	%		28.60	%		0.46	%		32.61	%		100.00	%
Balloon Payments	$	—		$	97,453		$	17,397		$	88,387		$	—		$	95,437		$	298,674
Scheduled Amortization	$	2,266		$	2,795		$	2,609		$	2,588		$	1,524		$	8,486		$	20,268

Floating and Fixed Rate Debt Analysis


	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity (years)
Floating Rate Debt		36.56	%		3.18	%		3.36	%		1.4
Fixed Rate Debt		63.44	%		4.44	%		4.50	%		6.2

Total Debt		100.00	%		3.98	%		4.09	%		4.4

(1)	Amounts represent the Company’s share based on its ownership percentage.

(2)	Annapolis Junction includes four in-service properties and two undeveloped land parcels.

(3)

On April 11, 2016, a notice of event of default was received from the lender because the loan to value ratio is not in compliance with the applicable covenant in the loan agreement. On October 17, 2016, the lender notified the joint venture that it has elected to charge the default rate on the loan. The default rate is defined as LIBOR plus 5.75% per annum. Subsequently, the cash flows generated from the property have become insufficient to fund debt service payments and capital improvements necessary to lease and operate the property and the joint venture is not prepared to fund additional cash shortfalls at this time. Consequently, the joint venture is not current on making debt service payments and remains in default. The loan has one, three-year extension option, subject to certain conditions including that no event of default exists or is ongoing.

LOGO

FIRST QUARTER 2017

UNCONSOLIDATED JOINT VENTURES (continued)

(unaudited and dollars in thousands)

Results of Operations

for the three months ended March 31, 2017


	540 Madison Avenue			Market Square North			Metropolitan Square			901 New York Avenue			Wisconsin Place Parking Facility			Annapolis Junction (1)			500 North Capitol Street, N.W.			Colorado Center			1001 6th Street			1265 Main Street			Total Unconsolidated Joint Ventures
REVENUE
Rental (2)	$	6,481		$	3,274		$	4,663		$	6,584		$	951		$	1,881		$	2,886		$	12,041		$	368		$	1,004		$	40,133
Operating recoveries		826			864			1,300			1,256			378			520			1,248			406			—			208			7,006
Straight-line rent		(66	)		1,253			1,847			658			—			40			113			3,155			—			—			7,000
Fair value lease revenue		—			—			—			—			—			—			—			96			—			—			96
Termination income		526			—			—			—			—			—			—			—			—			—			526

Total revenue		7,767			5,391			7,810			8,498			1,329			2,441			4,247			15,698			368			1,212			54,761

EXPENSES
Operating		3,608			2,332			3,526			3,426			723			1,639			1,353			4,766			492			214			22,079

NET OPERATING INCOME/(LOSS)		4,159			3,059			4,284			5,072			606			802			2,894			10,932			(124	)		998			32,682
Interest		749			1,514			2,379			2,076			—			1,092			1,103			—			—			387			9,300
Depreciation and amortization		1,923			972			1,877			1,645			1,383			1,032			954			4,095			—			428			14,309

SUBTOTAL		2,672			2,486			4,256			3,721			1,383			2,124			2,057			4,095			—			815			23,609

NET INCOME/(LOSS)	$	1,487		$	573		$	28		$	1,351		$	(777	)	$	(1,322	)	$	837		$	6,837		$	(124	)	$	183		$	9,073

BXP’s nominal ownership percentage		60.00	%		50.00	%		20.00	%		25.00	%		33.33	%		50.00	%		30.00	%		49.80	%		50.00	%		50.00	%

BXP’s share of net income/(loss)	$	892		$	287		$	6		$	372	(3)	$	(259	)	$	(661	)	$	251		$	3,405		$	(62	)	$	92		$	4,323
Basis differential
Straight-line rent		—			—			—			—			—			—			—			660			(4	)		—			660
Fair value lease revenue		—			—			—			—			—			—			—			445			(4	)		—			445
Depreciation and amortization		176			(2	)		(3	)		(8	)		(7	)		(2	)		7			(2,501	)		(4	)		(4	)		(2,344	)

Total basis differential (5)		176			(2	)		(3	)		(8	)		(7	)		(2	)		7			(1,396	)		(4	)		(4	)		(1,239	)

Income/(loss) from unconsolidated joint ventures	$	1,068		$	285		$	3		$	364	(3)	$	(266	)	$	(663	)	$	258		$	2,009		$	(62	)	$	88		$	3,084
Gain on investment		—			—			—			—			—			—			—			—			—			—			—
BXP’s share of depreciation & amortization		1,035			480			372			1,152	(3)		458			509			283			4,542			—			210			9,041

BXP’s share of Funds from Operations (FFO)	$	2,103		$	765		$	375		$	1,516		$	192		$	(154	)	$	541		$	6,551		$	(62	)	$	298		$	12,125

BXP’s share of interest expense	$	449		$	757		$	476		$	996	(3)	$	—		$	546		$	331		$	—		$	—		$	194		$	3,749

BXP’s share of amortization of financing costs	$	31		$	10		$	5		$	21		$	—		$	29		$	4		$	—		$	—		$	—		$	100

BXP’s share of capitalized interest	$	—		$	—		$	(6	)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	(6	)

BXP’s share of non-cash termination income adjustment
BXP’s share of revenue (6)	$	4,660		$	2,696		$	1,562		$	4,079	(3)	$	443		$	1,221		$	1,274		$	8,925		$	184		$	606		$	25,650
BXP’s share of operating expenses		2,165			1,166			705			1,644	(3)		241			820			406			2,373			246			107			9,873

BXP’s share of net operating income/(loss) (6)		2,495			1,530			857			2,435	(3)		202			401			868			6,552			(62	)		499			15,777
Less:
BXP’s share of termination income		316			—			—			—	(3)		—			—			—			—			—			—			316
BXP’s share of net operating income/(loss) (excluding termination income) (6)		2,179			1,530			857			2,435	(3)		202			401			868			6,552			(62	)		499			15,461

Less:
BXP’s share of straight-line rent		(40	)		627			369			316	(3)		—			20			34			2,237			—			—			3,563
BXP’s share of fair value lease revenue		—			—			—			—	(3)		—			—			—			493			—			—			493
Add:
BXP’s share of lease transaction costs that qualify as rent inducements		—			132			—			—	(3)		—			—			—			—			—			—			132

BXP’s share of net operating income/(loss)—cash basis (excluding termination income) (6)	$	2,219		$	1,035		$	488		$	2,119	(3)	$	202		$	381		$	834		$	3,822		$	(62	)	$	499		$	11,537

(1)	Annapolis Junction includes four properties in service and two undeveloped land parcels.

(2)	Includes approximately $136 of management services income and approximately $38 of interest and other income.

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

(4)	The Company’s purchase price allocation under ASC 805 for Colorado Center differs from the historical basis of the venture resulting in the majority of the basis differential for this venture.

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

(6)	Includes the Company’s share of approximately $81 of management services income and approximately $15 of interest and other income.

LOGO

FIRST QUARTER 2017

CONSOLIDATED JOINT VENTURES

(unaudited and in thousands)

Balance Sheets

as of March 31, 2017


BXP’s ownership percentage	60.00%			55.00%		95.00%

				Norges Joint Ventures
	767 Fifth Avenue (The GM Building)			Times Square Tower 601 Lexington Avenue 100 Federal Street Atlantic Wharf Office		Salesforce Tower			Total Consolidated Joint Ventures
ASSETS
Real estate, net	$	3,389,041		$	2,198,963	$	874,294		$	6,462,298
Cash and cash held in escrows		116,548			132,923		26,924			276,395
Other assets		124,129			185,907		(20	)		310,016

Total assets	$	3,629,718		$	2,517,793	$	901,198		$	7,048,709

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$	1,322,427		$	681,736	$	—		$	2,004,163
Mezzanine notes payable		306,734			—		—			306,734
Outside members’ notes payable		180,000			—		—			180,000
Accrued interest on related party notes		162,936			—		—			162,936
Other liabilities		153,403			83,913		85,723			323,039

Total liabilities		2,125,500			765,649		85,723			2,976,872

Equity:
Boston Properties, Inc.		1,108,836	(1)		643,082		790,185			2,542,103
Noncontrolling interests		395,382			1,109,062		25,290			1,529,734	(2)

Total equity		1,504,218			1,752,144		815,475			4,071,837

Total liabilities and equity	$	3,629,718		$	2,517,793	$	901,198		$	7,048,709

Partners’ share of mortgage notes payable, net	$	528,971		$	306,781	$	—		$	835,752
Partners’ share of mezzanine notes payable		122,694			—		—			122,694
Outside members’ notes payable		180,000			—		—			180,000

Partners’ share of consolidated debt	$	831,664		$	306,781	$	—		$	1,138,446

(1)	Amount is adjusted for related party notes and accrued interest that are allocated to BXP’s partners through noncontrolling interests in property partnerships.

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

LOGO

FIRST QUARTER 2017

CONSOLIDATED JOINT VENTURES (continued)

(unaudited and in thousands)

Income Statements

for the three months ended March 31, 2017


				Norges Joint Ventures
	767 Fifth Avenue (The GM Building)			Times Square Tower 601 Lexington Avenue 100 Federal Street Atlantic Wharf Office			Salesforce Tower			Total Consolidated Joint Ventures
REVENUE
Rental	$	68,075		$	85,728		$	—		$	153,803
Straight-line rent		916			497			—			1,413
Fair value lease revenue		3,673			236			—			3,909
Termination income		4,929			(1,472	)		—			3,457
Parking and other		826			1,255			—			2,081

Total revenue		78,419			86,244			—			164,663

EXPENSES
Operating		27,637			32,438			5			60,080

NET OPERATING INCOME		50,782			53,806			(5	)		104,583
Management services income		(398	)		(653	)		—			(1,051	)
Interest and other income		(27	)		(204	)		—			(231	)
Interest expense		23,535			7,895			—			31,430
Interest expense—outside members’ notes		9,178			—			—			9,178
Fair value interest adjustment		(11,567	)		—			—			(11,567	)
Depreciation and amortization		30,191			20,822			—			51,013
Other		—			—			—			—

SUBTOTAL		50,912			27,860			—			78,772

NET INCOME/(LOSS)	$	(130	)	$	25,946		$	(5	)	$	25,811

BXP’s ownership percentage		60.00	%		55.00	%		95.00	%

Partners’ share of NOI (1)	$	20,313		$	24,213		$	—		$	44,526

BXP’s share of NOI	$	30,469		$	29,593		$	(5	)	$	60,058

Unearned portion of capitalized fees (2)	$	81		$	456		$	—		$	537

Reconciliation of partners’ noncontrolling interest (NCI):
Net income/(loss)	$	(130	)	$	25,946		$	(5	)	$	25,811
Add depreciation & amortization—BXP’s basis difference		31			31			—			62
Special allocation—BXP’s basis		—			(90	)		—			(90	)
Add partners’ share of outside members’ loan interest		9,178			—			—			9,178

Net income/(loss) before interest allocation	$	9,079		$	25,887		$	(5	)	$	34,961

Partners’ share of net income before interest allocation (1)	$	3,632		$	11,649		$	—		$	15,281
Partners’ share of outside members’ loan interest (1)		(9,178	)		—			—			(9,178	)
Allocation of management and other fees to non-controlling partners (1)		(618	)		(996	)		—			(1,614	)
Accretion and adjustments (1)		—			—			(65	)		(65	)

Partners’ NCI (1)	$	(6,164	)	$	10,653		$	(65	)	$	4,424

Reconciliation of partners’ share of FFO:
Net income/(loss)	$	(130	)	$	25,946		$	(5	)	$	25,811
Add depreciation & amortization		30,191			20,822			—			51,013

Entity FFO	$	30,061		$	46,768		$	(5	)	$	76,824

Partners’ NCI (1)	$	(6,164	)	$	10,653		$	(65	)	$	4,424
Partners’ share of depreciation and amortization after BXP’s basis differential (1)		12,064			9,351			—			21,415

Partners’ share FFO (1)	$	5,900		$	20,004		$	(65	)	$	25,839

Reconciliation of BXP’s share of FFO:
BXP’s share of net income/(loss) adjusted for partners’ NCI	$	6,034		$	15,293		$	60		$	21,387
Depreciation & amortization—BXP’s basis difference		31			31			—			62
BXP’s share of depreciation & amortization		18,096			11,435			—			29,531

BXP’s share of FFO	$	24,161		$	26,759		$	60		$	50,980

Partners’ share of select items (1):
Partners’ share of revenue	$	31,368		$	38,810		$	—		$	70,178

Partners’ share of interest expense	$	13,968		$	3,291		$	—		$	17,259

Partners’ share of fair value interest adjustment	$	(4,627	)	$	—		$	—		$	(4,627	)

Partners’ share of amortization of financing costs	$	4		$	5		$	—		$	9

Partners’ share of capitalized interest	$	(6	)	$	257		$	—		$	251

Partners’ share of non-cash termination income adjustment (fair value lease amounts)	$	(161	)	$	—		$	—		$	(161	)

Reconciliation of Partners’ share of NOI (1):
Rental revenue	$	31,368		$	38,810		$	—		$	70,178
Less: Termination income		1,972			(662	)		—			1,310

Rental revenue (excluding termination income)		29,396			39,472			—			68,868
Operating expenses		11,055			14,597			—			25,652

NOI (excluding termination income)	$	18,341		$	24,875		$	—		$	43,216

Rental revenue (excluding termination income)	$	29,396		$	39,472			—		$	68,868
Less: Straight-line rent		366			224			—			590
Fair value lease revenue		1,469			106			—			1,575
Add: Lease transaction costs that qualify as rent inducements (3)		—			—			—			—

Subtotal		27,561			39,142			—			66,703
Less: Operating expenses		11,055			14,597			—			25,652
Straight-line ground rent expense		—			—			—			—

NOI—cash basis (excluding termination income)	$	16,506		$	24,545		$	—		$	41,051

(1)	Amounts represent the partners’ share based on their respective ownership percentage.

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

(3)	Consists of lease transaction costs that qualify as rent inducements in accordance with GAAP. Leasing transaction costs are generally included in 2nd generation tenant improvements and leasing commissions in the Company’s FAD calculation on page 12.

LOGO

FIRST QUARTER 2017

RECONCILIATION OF NET INCOME ATTRIBUTABLE TO BOSTON PROPERTIES, INC. COMMON SHAREHOLDERS TO NET OPERATING INCOME (NOI)

(in thousands)


	For the three months ended
	March 31, 2017			March 31, 2016
Net income attributable to Boston Properties, Inc. common shareholders	$	97,083		$	181,747
Preferred dividends		2,625			2,618

Net income attributable to Boston Properties, Inc.		99,708			184,365
Net income attributable to noncontrolling interests:
Noncontrolling interest—common units of the Operating Partnership		11,432			21,393
Noncontrolling interest in property partnerships		4,424			10,464

Net income		115,564			216,222
Gains on sales of real estate		(133	)		(67,623	)

Income before gains on sales of real estate		115,431			148,599
Add:
Interest expense		95,534			105,309
Depreciation and amortization		159,205			159,448
Transaction costs		34			25
General and administrative expense		31,386			29,353
Subtract:
Gains from investments in securities		(1,042	)		(259	)
Interest and other income		(614	)		(1,505	)
Income from unconsolidated joint ventures		(3,084	)		(1,791	)
Development and management services income		(6,472	)		(6,689	)

Net Operating Income (NOI)		390,378			432,490
Add:
BXP’s share of NOI from unconsolidated joint ventures		15,777	(1)		10,161
Subtract:
Partners’ share of NOI from consolidated joint ventures		(44,526	)(2)		(48,044	)

BXP’s Share of NOI		361,629			394,607
Subtract:
Termination income		(3,918	)		(51,306	)
BXP’s share of termination income from unconsolidated joint ventures		(316	)(1)		9
Add:
Partners’ share of termination income from consolidated joint ventures		1,310	(2)		1,852

BXP’s Share of NOI (excluding termination income)	$	358,705		$	345,162

Net Operating Income (NOI)	$	390,378		$	432,490
Subtract:
Termination income		(3,918	)		(51,306	)
NOI from non Same Properties (excluding termination income) (3)		(10,750	)		(11,683	)

Same Property NOI (excluding termination income)		375,710			369,501
Subtract:
Partners’ share of NOI from consolidated joint ventures (excluding termination income)		(43,216	)(2)		(46,192	)
Add:
Partners’ share of NOI from non Same Properties from consolidated joint ventures (excluding termination income) (3)		(218	)		1,568
BXP’s share of NOI from unconsolidated joint ventures (excluding termination income)		15,461	(1)		10,170
Subtract:
BXP’s share of NOI from non Same Properties from unconsolidated joint ventures (excluding termination income) (3)		(7,053	)		(1,280	)

BXP’s Share of Same Property NOI (excluding termination income)	$	340,684		$	333,767

(1)	For disclosures related to the calculation of BXP’s share from unconsolidated joint ventures, see page 18.

(2)	For disclosures related to the calculation of Partners’ share from consolidated joint ventures, see page 20.

(3)	Pages 27-29 indicate by footnote the properties that are not included as part of Same Property NOI. In addition, non Same Properties include properties that were sold prior to March 31, 2017 and therefore are no longer a part of the Company’s property portfolio.

LOGO

FIRST QUARTER 2017

RECONCILIATION OF NET INCOME ATTRIBUTABLE TO BOSTON PROPERTIES, INC. COMMON SHAREHOLDERS TO NET OPERATING INCOME (NOI) - CASH BASIS

(in thousands)


	For the three months ended
	March 31, 2017			March 31, 2016
Net income attributable to Boston Properties, Inc. common shareholders	$	97,083		$	181,747
Preferred dividends		2,625			2,618

Net income attributable to Boston Properties, Inc.		99,708			184,365
Net income attributable to noncontrolling interests:
Noncontrolling interest—common units of the Operating Partnership		11,432			21,393
Noncontrolling interest in property partnerships		4,424			10,464

Net income		115,564			216,222
Gains on sales of real estate		(133	)		(67,623	)

Income before gains on sales of real estate		115,431			148,599
Add:
Interest expense		95,534			105,309
Depreciation and amortization		159,205			159,448
Transaction costs		34			25
General and administrative expense		31,386			29,353
Subtract:
Gains from investments in securities		(1,042	)		(259	)
Interest and other income		(614	)		(1,505	)
Income from unconsolidated joint ventures		(3,084	)		(1,791	)
Development and management services income		(6,472	)		(6,689	)

Net Operating Income (NOI)		390,378			432,490
Subtract:
Straight-line rent		(12,023	)		(14,424	)
Fair value lease revenue		(5,390	)		(8,186	)
Add:
Straight-line ground rent expense adjustment (1)		941			982
Lease transaction costs that qualify as rent inducements (2)		682			5,305

NOI—cash basis		374,588			416,167
Subtract:
Termination income		(3,918	)		(51,306	)
NOI—cash basis from non Same Properties (excluding termination income) (3)		(8,187	)		(10,625	)

Same Property NOI—cash basis (excluding termination income)		362,483			354,236
Subtract:
Partners’ share of NOI—cash basis from consolidated joint ventures (excluding termination income)		(41,051	)(4)		(41,703	)
Add:
Partners’ share of NOI—cash basis from non Same Properties from consolidated joint ventures (excluding termination income) (3)		(279	)		1,570
BXP’s share of NOI—cash basis from unconsolidated joint ventures (excluding termination income)		11,537	(5)		9,110
Subtract:
BXP’s share of NOI—cash basis from non Same Properties from unconsolidated joint ventures (excluding termination income) (3)		(4,322	)		(1,382	)

BXP’s Share of Same Property NOI—cash basis (excluding termination income)	$	328,368		$	321,831

(1)

In light of the front-ended, uneven rental payments required by the Company’s 99-year ground and air rights lease for the 100 Clarendon Street garage and Back Bay Station concourse level in Boston, MA, and to make period-to-period comparisons more meaningful to investors, the adjustment does not include the straight-line impact of approximately $(302) and $5 for the three months ended March 31, 2017 and 2016, respectively. As of March 31, 2017, the Company has remaining lease payments aggregating approximately $27.8 million, all of which it expects to incur by the end of 2019 with no payments thereafter. Under GAAP, the Company is recognizing expense of $(87) per quarter on a straight-line basis over the term of the lease. However, unlike more traditional ground and air rights leases, the timing and amounts of the rental payments by the Company correlate to the uneven timing and funding by the Company of capital expenditures related to improvements at Back Bay Station. As a result, the amounts excluded from the adjustment each quarter through 2019 may vary significantly.

(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 in the Company’s FAD calculation on page 13.

(3)	Pages 27-29 indicate by footnote the properties that are not included as part of Same Property NOI. In addition, non Same Properties include dispositions that occurred prior to March 31, 2017 and therefore are no longer a part of the Company’s property portfolio.

(4)	For disclosures related to the calculation of Partners’ share from consolidated joint ventures, see page 20.

(5)	For disclosures related to the calculation of BXP’s share from unconsolidated joint ventures, see page 18.

LOGO

FIRST QUARTER 2017

SAME PROPERTY NET OPERATING INCOME (NOI) BY REPORTABLE SEGMENT

(dollars in thousands)


	Office (1)										Hotel & Residential
	For the three months ended										For the three months ended
	31-Mar-17		31-Mar-16		$ Change			% Change			31-Mar-17		31-Mar-16		$ Change			% Change
Rental Revenue	$	597,357	$	630,158							$	11,376	$	12,806
Less: Termination income		5,389		51,306								—		—

Rental revenue (excluding termination income) (2)		591,968		578,852	$	13,116			2.3	%		11,376		12,806	$	(1,430	)		(11.2	)%
Less: Operating expenses and real estate taxes		218,992		212,923		6,069			2.9	%		8,642		9,234		(592	)		(6.4	)%

NOI (excluding termination income) (3)	$	372,976	$	365,929	$	7,047			1.9	%	$	2,734	$	3,572	$	(838	)		(23.5	)%

Rental revenue (excluding termination income) (2)	$	591,968	$	578,852							$	11,376	$	12,806
Less: Straight-line rent and fair value lease revenue		14,840		16,651		(1,811	)		(10.9	)%		10		19		(9	)		(47.4	)%
Add: Lease transaction costs that qualify as rent inducements (4)		682		423		259			61.2	%		—		—		—			—

Subtotal		577,810		562,624		15,186			2.7	%		11,366		12,787		(1,421	)		(11.1	)%
Less: Operating expenses and real estate taxes		218,992		212,923		6,069			2.9	%		8,642		9,234		(592	)		(6.4	)%
Add: Straight-line ground rent expense (5)		941		982		(41	)		(4.2	)%		—		—		—			—

NOI (excluding termination income)—cash basis	$	359,759	$	350,683	$	9,076			2.6	%	$	2,724	$	3,553	$	(829	)		(23.3	)%


	Consolidated Total (1)										Unconsolidated Joint Ventures (BXP’s Share)
	For the three months ended										For the three months ended
	31-Mar-17		31-Mar-16		$ Change			% Change			31-Mar-17		31-Mar-16		$ Change			% Change
Rental Revenue	$	608,733	$	642,964							$	16,117	$	16,055
Less: Termination income		5,389		51,306								316		7

Rental revenue (excluding termination income) (2)		603,344		591,658	$	11,686			2.0	%		15,801		16,048	$	(247	)		(1.5	)%
Less: Operating expenses and real estate taxes		227,634		222,157		5,477			2.5	%		7,393		7,157		236			3.3	%

NOI (excluding termination income) (3)	$	375,710	$	369,501	$	6,209			1.7	%	$	8,408	$	8,891	$	(483	)		(5.4	)%

Rental revenue (excluding termination income) (2)	$	603,344	$	591,658							$	15,801	$	16,048
Less: Straight-line rent and fair value lease revenue		14,850		16,670		(1,820	)		(10.9	)%		1,325		1,163		162			13.9	%
Add: Lease transaction costs that qualify as rent inducements (4)		682		423		259			61.2	%		132		—		132			100.0	%

Subtotal		589,176		575,411		13,765			2.4	%		14,608		14,885		(277	)		(1.9	)%
Less: Operating expenses and real estate taxes		227,634		222,157		5,477			2.5	%		7,393		7,157		236			3.3	%
Add: Straight-line ground rent expense (5)		941		982		(41	)		(4.2	)%		—		—		—			—

NOI (excluding termination income)—cash basis (6)	$	362,483	$	354,236	$	8,247			2.3	%	$	7,215	$	7,728	$	(513	)		(6.6	)%


	Partners’ Share of Consolidated Joint Ventures										BXP’s Share (7)
	For the three months ended										For the three months ended
	31-Mar-17		31-Mar-16		$ Change			% Change			31-Mar-17		31-Mar-16		$ Change			% Change
Rental Revenue	$	70,373	$	71,230							$	554,477	$	587,789
Less: Termination income		1,972		1,852								3,733		49,461

Rental revenue (excluding termination income) (2)		68,401		69,378	$	(977	)		(1.4	)%		550,744		538,328	$	12,416			2.3	%
Less: Operating expenses and real estate taxes		24,967		24,753		214			0.9	%		210,060		204,561		5,499			2.7	%

NOI (excluding termination income) (3)	$	43,434	$	44,625	$	(1,191	)		(2.7	)%	$	340,684	$	333,767	$	6,917			2.1	%

Rental revenue (excluding termination income) (2)	$	68,401	$	69,378							$	550,744	$	538,328
Less: Straight-line rent and fair value lease revenue		2,104		4,509		(2,405	)		(53.3	)%		14,071		13,324		747			5.6	%
Add: Lease transaction costs that qualify as rent inducements (4)		—		17		(17	)		(100.0	)%		814		406		408			100.5	%

Subtotal		66,297		64,886		1,411			2.2	%		537,487		525,410		12,077			2.3	%
Less: Operating expenses and real estate taxes		24,967		24,753		214			0.9	%		210,060		204,561		5,499			2.7	%
Add: Straight-line ground rent expense (5)		—		—		—			—			941		982		(41	)		(4.2	)%

NOI (excluding termination income)—cash basis (6)	$	41,330	$	40,133	$	1,197			3.0	%	$	328,368	$	321,831	$	6,537			2.0	%

(1)

Includes 100% share of consolidated joint ventures. Same Property consolidated joint venture properties includes 767 Fifth Avenue (The GM Building), 601 Lexington Avenue (excluding the portion removed from the complex as part of a planned redevelopment) and Times Square Tower in New York City and 100 Federal Street and Atlantic Wharf Office Building in Boston, MA.

(2)

Rental Revenue (excluding termination income) is used internally by the Company as a performance measure and provides investors with additional information regarding operating performance at a property level that allows them to compare operating performance between periods without taking into account termination income, which can distort the results for any given period because they generally represent multiple months or years of a tenant’s rental obligations that are paid in a lump sum in connection with a negotiated early termination of the tenant’s lease and are not reflective of the core ongoing operating performance of the Company’s properties.

(3)	For a quantitative reconciliation of net income attributable to Boston Properties, Inc. common shareholders to net operating income (NOI) (excluding termination income), see page 21. For disclosures relating to the Company’s use of NOI, see page 48.

(4)	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 in the Company’s FAD calculation on page 13.

(5)

Excludes the straight-line impact of approximately $(302) and $5 for the three months ended March 31, 2017 and 2016, respectively, in connection with the Company’s 99-year ground and air rights lease at 100 Clarendon Street garage and Back Bay Station concourse level. For additional information, see page 22.

(6)	For a quantitative reconciliation of net income attributable to Boston Properties, Inc. common shareholders to NOI—cash basis (excluding termination income), see page 22. For disclosures relating to the Company’s use of NOI, see page 48.

(7)	BXP’s Share represents consolidated plus the Company’ share of unconsolidated joint ventures less the partners’ share of consolidated joint ventures. For disclosures relating to the Company’s use of BXP’s Share, see page 47.

LOGO

FIRST QUARTER 2017

RESIDENTIAL and HOTEL PERFORMANCE


*Rental Rates and Occupancy*
	First Quarter						Percent
	2017			2016			Change
*The Avant at Reston Town Center (359 units)*
*Reston, VA*
Average Monthly Rental Rate (1)	$	2,370		$	2,327			1.8	%
Average Rental Rate Per Occupied Square Foot (1)	$	2.58		$	2.55			1.2	%
Average Physical Occupancy (1) (2)		89.8	%		92.9	%		(3.3	)%
Average Economic Occupancy (2)		89.9	%		92.8	%		(3.1	)%
*The Lofts at Atlantic Wharf (86 units)*
*Boston, MA*
Average Monthly Rental Rate (3)	$	4,167		$	4,153			0.3	%
Average Rental Rate Per Occupied Square Foot (3)	$	4.67		$	4.57			2.2	%
Average Physical Occupancy (2) (3)		93.8	%		96.1	%		(2.4	)%
Average Economic Occupancy (2)		96.6	%		97.6	%		(1.0	)%
*Boston Marriott Cambridge (433 rooms)*
*Cambridge, MA*
Average Occupancy		66.5	%(4)		75.2	%		(11.6	)%
Average Daily Rate	$	219.87	(4)	$	223.48			(1.6	)%
Revenue per available room	$	146.12	(4)	$	168.08			(13.1	)%


*Net Operating Income (dollars in thousands) (5)*
	Residential									Hotel
	First Quarter						Percent			First Quarter					Percent
	2017			2016			Change			2017			2016		Change
Rental Revenue	$	3,956	(6)	$	4,049	(6)		(2.3	)%	$	7,420		$	8,757		(15.3	)%
Less: Operating expenses and real estate taxes		1,551			1,600			(3.1	)%		7,091			7,634		(7.1	)%

Net Operating Income	$	2,405	(6)	$	2,449	(6)		(1.8	)%	$	329	(4)	$	1,123		(70.7	)%

Rental Revenue	$	3,956	(6)	$	4,049	(6)				$	7,420		$	8,757
Less: Straight-line rent and fair value lease revenue		13			18			(27.8	)%		(3	)		1		(400.0	)%

Subtotal		3,943			4,031			(2.2	)%		7,423			8,756		(15.2	)%
Less: Operating expenses and real estate taxes		1,551			1,600			(3.1	)%		7,091			7,634		(7.1	)%

Net Operating Income—cash basis	$	2,392	(6)	$	2,431	(6)		(1.6	)%	$	332	(4)	$	1,122		(70.4	)%

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

(2)	For disclosures related to the Company’s definition of Average Physical Occupancy and Average Economic Occupancy, see page 47.

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

(4)	The hotel is undergoing a room renovation project on all of its 433 rooms. For additional information, see page 25.

(5)	For disclosures related to the Company’s definition of Net Operating Income, see page 48.

(6)	Includes 35,796 square feet of retail space, which had revenue of approximately $498 and $500 for the three months ended March 31, 2017 and March 31, 2016, respectively.

LOGO

FIRST QUARTER 2017

CAPITAL EXPENDITURES, TENANT IMPROVEMENT COSTS and LEASING COMMISSIONS

(dollars in thousands, except PSF amounts)

Capital Expenditures


	Q1 2017			2016			2015			2014
Maintenance capital expenditures	$	10,677		$	59,838		$	56,383		$	45,618
Partners’ share of maintenance capital expenditures from consolidated joint ventures		(2,129	)		(2,569	)		(5,565	)		(4,377	)
BXP’s share of maintenance capital expenditures from unconsolidated joint ventures		211			1,029			1,653			1,369
Hotel improvements, equipment upgrades and replacements (1)		6,231			6,801			2,430			2,894
Planned capital expenditures associated with acquisition properties		—			87			6,914			14,652
Partners’ share of planned capital expenditures associated with acquisition properties from consolidated joint ventures		—			—			(845	)		(1,565	)
BXP’s share of planned capital expenditures associated with acquisition properties from unconsolidated joint ventures		62			230			—			—
Repositioning capital expenditures (2)		30,722			58,446			9,744			—
Partners’ share of repositioning capital expenditures from consolidated joint ventures		(5,740	)		(2,746	)		—			—
BXP’s share of repositioning capital expenditures from unconsolidated joint ventures (3)		41			494			76			—

Total BXP’s Share of Capital Expenditures	$	40,075		$	121,610		$	70,790		$	58,591

2nd Generation Tenant Improvements and Leasing Commissions (4)


	Q1 2017		2016		2015		2014
Square feet		914,880		4,970,991		5,204,123		3,936,046

Tenant improvements and lease commissions PSF	$	55.92	$	62.04	$	45.40	$	29.60

(1)	Includes capital expenditures related to a room renovation project totaling approximately $5,600 the quarter ended Q1 2017 and $3,200 in prior periods.

(2)

Q1 2017 amount includes capital expenditures related to the repositioning activities designed to enhance revenue potential at 1330 Connecticut Avenue in Washington, DC, 100 Federal Street (55% ownership) and Prudential Center Retail Improvements in Boston, MA, and 399 Park Avenue and 767 Fifth Avenue (the GM Building) (60% ownership) in New York City.

(3)	Includes capital expenditures related to the repositioning activities designed to enhance revenue potential at Metropolitan Square in Washington, DC.

(4)	Includes 100% of unconsolidated joint ventures.

LOGO

FIRST QUARTER 2017

PORTFOLIO OVERVIEW

for the three months ended March 31, 2017

(dollars in thousands)

Rentable Square Footage of In-Service Properties by Location and Unit Type (1) (2)


Geographic Area	Office			Retail			Residential			Hotel			Total
Boston		12,756,805			879,024			77,480			330,000			14,043,309
New York		11,106,131			402,873			—			—			11,509,004
San Francisco and Los Angeles		6,846,557			354,765			—			—			7,201,322
Washington, DC		9,899,728			688,619			329,168			—			10,917,515

Total		40,609,221			2,325,281			406,648			330,000			43,671,150

% of Total		93.0	%		5.3	%		0.9	%		0.8	%		100.0	%

Rentable Square Footage and Rental Revenue of In-Service Properties by Unit Type (1) (2)


Unit Type	Square Feet		Consolidated Revenue			Partners’ Share of Revenue from Consolidated Joint Ventures (3)			BXP’s Share of Revenue from Unconsolidated Joint Ventures (4)		Total		% of Total
Office		40,609,221	$	546,853		$	(64,123	)	$	22,540	$	505,270		86.9	%
Retail		2,325,281		42,616			(5,160	)		766		38,222		6.6	%
Residential		406,648		3,338			—			—		3,338		0.6	%
Hotel		330,000		7,339	(5)		—			—		7,339		1.3	%
Parking and other		N/A		25,610	(6)		(895	)		2,248		26,963		4.6	%

Total		43,671,150	$	625,756		$	(70,178	)	$	25,554	$	581,132		100.0	%

Rentable Square Footage of In-Service Same Properties by Unit Type (1) (2) (7)


Same Properties	Office			Retail			Residential			Hotel			Total
Square Feet		38,382,719			2,250,564			406,648			330,000			41,369,931
% of Properties In-Service		94.5	%		96.8	%		100.0	%		100.0	%		94.7	%

Percentage of BXP’s Share of Net Operating Income (excluding termination income) by Location and Type of Property (1) (8)


Geographic Area	Office			Residential			Hotel			Total
Boston		28.7	%		0.2	%		0.1	%		29.0	%
New York		31.5	%		—			—			31.5	%
San Francisco and Los Angeles		18.6	%		—			—			18.6	%
Washington, DC		20.4	%		0.5	%		—			20.9	%

Total		99.2	%		0.7	%		0.1	%		100.0	%


Geographic Area	CBD			Suburban			Total
Boston		22.5	%		6.5	%		29.0	%
New York		28.8	%		2.7	%		31.5	%
San Francisco and Los Angeles		15.2	%		3.4	%		18.6	%
Washington, DC		8.8	%		12.1	%		20.9	%

Total		75.3	%		24.7	%		100.0	%

(1)	For the definition of In-Service Properties and related disclosures, see page 48.

(2)	Includes 100% of the rentable square footage of the Company’s In-Service Properties. For additional detail relating to the Company’s In-Service Properties, see pages 27-29.

(3)	For additional information, see page 20.

(4)	Represents the Company’s share. For additional information, see page 18.

(5)	Excludes approximately $81 of revenue from retail tenants that is included in Retail above.

(6)	Includes approximately $2,000 of other income.

(7)	Pages 27-29 indicate by footnote the properties that are not included as part of Same Properties.

(8)

BXP’s Share of Net Operating Income (NOI) (excluding termination income) is a non-GAAP financial measure. For a quantitative reconciliation of net income attributable to Boston Properties, Inc. common shareholders to BXP’s Share of NOI (excluding termination income), see page 21. For disclosures relating to the Company’s use of BXP’s Share of NOI (excluding termination income), see pages 47-48.

LOGO

FIRST QUARTER 2017

IN-SERVICE PROPERTY LISTING

as of March 31, 2017


	Sub Market		Number of Buildings		Square Feet		Leased % (1)			Annualized Rental Obligations Per Leased SF (2)		Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)
Boston
Office
200 Clarendon Street		CBD Boston MA		1		1,746,221		80.5	%	$	64.27	N	CBD
100 Federal Street (55% ownership)		CBD Boston MA		1		1,265,037		80.8	%		53.23	N	CBD
800 Boylston Street—The Prudential Center		CBD Boston MA		1		1,235,777		97.8	%		60.08	N	CBD
111 Huntington Avenue—The Prudential Center		CBD Boston MA		1		860,455		100.0	%		63.90	N	CBD
Atlantic Wharf Office (55% ownership)		CBD Boston MA		1		793,827		100.0	%		68.94	N	CBD
(3) Prudential Center (retail shops)		CBD Boston MA		1		539,820		96.5	%		81.18	N	CBD
101 Huntington Avenue—The Prudential Center		CBD Boston MA		1		505,583		89.7	%		47.63	N	CBD
(3) Star Market at the Prudential Center		CBD Boston MA		1		57,235		100.0	%		54.37	N	CBD

				8		7,003,955		90.3	%	$	62.36

355 Main Street		East Cambridge MA		1		265,342		100.0	%	$	71.46	N	CBD
90 Broadway		East Cambridge MA		1		223,771		100.0	%		52.85	N	CBD
255 Main Street		East Cambridge MA		1		215,629		85.1	%		57.07	N	CBD
300 Binney Street		East Cambridge MA		1		195,191		100.0	%		53.30	N	CBD
150 Broadway		East Cambridge MA		1		177,226		100.0	%		47.53	N	CBD
105 Broadway		East Cambridge MA		1		152,664		100.0	%		61.47	N	CBD
325 Main Street		East Cambridge MA		1		115,361		100.0	%		47.99	N	CBD
(4) 145 Broadway		East Cambridge MA		1		79,616		86.3	%		47.50	N	CBD
250 Binney Street		East Cambridge MA		1		67,362		100.0	%		43.40	N	CBD
University Place		Mid-Cambridge MA		1		195,282		100.0	%		47.80	Y	CBD

				10		1,687,444		97.5	%	$	55.06

Bay Colony Corporate Center		Route 128 Mass Turnpike MA		4		995,699		79.2	%	$	38.16	N	S
Reservoir Place		Route 128 Mass Turnpike MA		1		526,985		98.2	%		34.76	N	S
140 Kendrick Street		Route 128 Mass Turnpike MA		3		380,987		87.8	%		37.70	N	S
Weston Corporate Center		Route 128 Mass Turnpike MA		1		356,995		100.0	%		52.46	N	S
Waltham Weston Corporate Center		Route 128 Mass Turnpike MA		1		301,667		91.8	%		36.62	N	S
230 CityPoint		Route 128 Mass Turnpike MA		1		298,890		86.7	%		35.36	N	S
200 West Street		Route 128 Mass Turnpike MA		1		256,245		99.3	%		36.79	N	S
(5) 10 CityPoint		Route 128 Mass Turnpike MA		1		241,460		96.6	%		45.09	N	S
77 CityPoint		Route 128 Mass Turnpike MA		1		209,707		100.0	%		47.63	N	S
(5)(6) 1265 Main Street (50% ownership)		Route 128 Mass Turnpike MA		1		114,969		100.0	%		43.86	Y	S
195 West Street		Route 128 Mass Turnpike MA		1		63,500		100.0	%		40.81	N	S
Quorum Office Park		Route 128 Northwest MA		2		267,527		90.0	%		19.41	N	S
Lexington Office Park		Route 128 Northwest MA		2		165,581		76.1	%		26.75	N	S
40 Shattuck Road		Route 128 Northwest MA		1		121,542		70.6	%		22.65	N	S
91 Hartwell Avenue		Route 128 Northwest MA		1		119,216		100.0	%		27.82	N	S
201 Spring Street		Route 128 Northwest MA		1		106,300		100.0	%		37.82	N	S
33 Hayden Avenue		Route 128 Northwest MA		1		80,872		100.0	%		43.26	N	S
32 Hartwell Avenue		Route 128 Northwest MA		1		69,154		100.0	%		24.64	N	S
164 Lexington Road		Route 128 Northwest MA		1		64,140		0.0	%		—	N	S
100 Hayden Avenue		Route 128 Northwest MA		1		55,924		100.0	%		41.63	N	S
181 Spring Street		Route 128 Northwest MA		1		55,793		100.0	%		31.13	N	S
92 Hayden Avenue		Route 128 Northwest MA		1		31,100		100.0	%		41.81	N	S
17 Hartwell Avenue		Route 128 Northwest MA		1		30,000		100.0	%		38.16	N	S
(3) The Point		Route 128 Northwest MA		1		16,300		84.7	%		52.44	N	S

				31		4,930,553		89.7	%	$	37.52



		Total Boston Office:		49		13,621,952		91.0	%	$	52.46

Residential
The Lofts at Atlantic Wharf (86 units)		CBD Boston MA		1		87,097						N	CBD

		Total Boston Residential:		1		87,097

Hotel
Boston Marriott Cambridge (433 rooms)		East Cambridge MA		1		334,260						N	CBD

		Total Boston Hotel:		1		334,260

		Total Boston:		51		14,043,309

(1)	Represents signed leases for which revenue recognition has commenced in accordance with GAAP.

(2)	For disclosures relating to the Company’s definition of Annualized Rental Obligations, see page 47.

(3)	This is a retail property.

(4)	Property held for redevelopment.

(5)	Not included in Same Property analysis.

(6)	This is an unconsolidated joint venture property.

LOGO

FIRST QUARTER 2017

IN-SERVICE PROPERTY LISTING (continued)

as of March 31, 2017


	Sub Market		Number of Buildings		Square Feet		Leased % (1)			Annualized Rental Obligations Per Leased SF (2)		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		1,845,092		92.2	%	$	150.55		Y		CBD
399 Park Avenue		Park Avenue NY		1		1,713,251		96.6	%		89.50		N		CBD
(3) 601 Lexington Avenue (55% ownership)		Park Avenue NY		1		1,435,613		96.6	%		94.35		Y		CBD
599 Lexington Avenue		Park Avenue NY		1		1,058,805		94.4	%		88.44		N		CBD
Times Square Tower (55% ownership)		Times Square NY		1		1,251,940		96.2	%		78.57		N		CBD
250 West 55th Street		Times Square /West Side NY		1		980,901		86.7	%		86.78		N		CBD
510 Madison Avenue		Fifth/Madison Avenue NY		1		355,598		100.0	%		124.74		N		CBD
(4) 540 Madison Avenue (60% ownership)		Fifth/Madison Avenue NY		1		283,695		93.6	%		100.07		Y		CBD

				8		8,924,895		94.3	%	$	102.50

One Tower Center		East Brunswick NJ		1		412,797		21.8	%	$	32.05		N		S
510 Carnegie Center		Princeton NJ		1		234,160		100.0	%		34.50		N		S
210 Carnegie Center		Princeton NJ		1		159,468		100.0	%		37.29		N		S
206 Carnegie Center		Princeton NJ		1		161,763		100.0	%		31.79		N		S
212 Carnegie Center		Princeton NJ		1		151,547		86.9	%		37.04		N		S
214 Carnegie Center		Princeton NJ		1		148,942		66.9	%		35.21		N		S
506 Carnegie Center		Princeton NJ		1		140,312		56.4	%		38.70		N		S
508 Carnegie Center		Princeton NJ		1		134,433		100.0	%		34.36		N		S
202 Carnegie Center		Princeton NJ		1		134,381		86.3	%		38.21		N		S
(5) 804 Carnegie Center		Princeton NJ		1		130,000		100.0	%		36.40		N		S
504 Carnegie Center		Princeton NJ		1		121,990		99.4	%		30.60		N		S
101 Carnegie Center		Princeton NJ		1		121,620		100.0	%		36.27		N		S
502 Carnegie Center		Princeton NJ		1		121,460		71.8	%		35.70		N		S
701 Carnegie Center		Princeton NJ		1		120,000		100.0	%		39.76		N		S
104 Carnegie Center		Princeton NJ		1		102,830		37.0	%		36.36		N		S
105 Carnegie Center		Princeton NJ		1		69,955		56.3	%		32.99		N		S
302 Carnegie Center		Princeton NJ		1		64,926		100.0	%		33.36		N		S
211 Carnegie Center		Princeton NJ		1		47,025		100.0	%		33.40		N		S
201 Carnegie Center		Princeton NJ		—		6,500		100.0	%		33.72		N		S

				18		2,584,109		76.7	%	$	35.27

		Total New York:		26		11,509,004		90.4	%	$	89.69



San Francisco and Los Angeles
Office
Embarcadero Center Four		CBD San Francisco CA		1		938,109		88.2	%	$	67.68		N		CBD
Embarcadero Center One		CBD San Francisco CA		1		831,470		94.6	%		60.55		N		CBD
Embarcadero Center Two		CBD San Francisco CA		1		787,995		91.8	%		66.78		N		CBD
Embarcadero Center Three		CBD San Francisco CA		1		781,036		88.7	%		60.58		N		CBD
680 Folsom Street		CBD San Francisco CA		2		524,793		98.9	%		60.07		N		CBD
535 Mission Street		CBD San Francisco CA		1		307,235		100.0	%		74.33		N		CBD
690 Folsom Street		CBD San Francisco CA		1		26,080		100.0	%		72.62		N		CBD

				8		4,196,718		92.5	%	$	64.32

601 and 651 Gateway		South San Francisco CA		2		506,279		97.7	%	$	40.62		N		S
611 Gateway		South San Francisco CA		1		260,337		31.5	%		38.96		N		S
Mountain View Research Park		Mountain View CA		15		540,433		100.0	%		42.57		N		S
2440 West El Camino Real		Mountain View CA		1		141,392		100.0	%		57.12		N		S
453 Ravendale Drive		Mountain View CA		1		29,620		65.7	%		32.61		N		S
(5)(6) 3625-3635 Peterson Way		Santa Clara CA		1		218,366		100.0	%		22.22		N		S
(6) North First Business Park		San Jose CA		5		190,636		87.2	%		23.03		N		S

				26		1,887,063		88.1	%	$	38.31

(4)(5) Colorado Center (49.8% ownership)		West Los Angeles CA		6		1,117,541		84.0	%	$	57.38		N		CBD

		Total San Francisco and Los Angeles:		40		7,201,322		90.0	%	$	56.65

(1)	Represents signed leases for which revenue recognition has commenced in accordance with GAAP.

(2)	For disclosures relating to the Company’s definition of Annualized Rental Obligations, see page 47.

(3)

Approximately 13% of this complex was removed from the in-service portfolio upon commencement of construction of the planned redevelopment that occurred during the third quarter of 2016. As a result, the portion related to the planned redevelopment is not included in the Company’s Same Property analysis.

(4)	This is an unconsolidated joint venture property.

(5)	Not included in Same Property analysis.

(6)	Property held for redevelopment.

LOGO

FIRST QUARTER 2017

IN-SERVICE PROPERTY LISTING (continued)

as of March 31, 2017


	Sub Market	Number of Buildings		Square Feet		Leased % (1)			Annualized Rental Obligations Per Leased SF (2)			Encumbered with secured debt (Y/N)	Central Business District (CBD) or Suburban (S)
Washington, DC
Office
Capital Gallery	Southwest Washington DC		1		631,029		99.2	%	$	59.84		N	CBD
500 E Street, S.W.	Southwest Washington DC		1		251,994		100.0	%		49.52		N	CBD
(3)(4) Metropolitan Square (20% ownership)	East End Washington DC		1		607,041		74.8	%		61.40		Y	CBD
(3) 901 New York Avenue (25% ownership)	East End Washington DC		1		539,680		89.8	%		66.13		Y	CBD
(5) 601 Massachusetts Avenue	East End Washington DC		1		478,883		91.1	%		73.23		N	CBD
(3) Market Square North (50% ownership)	East End Washington DC		1		415,386		73.1	%		66.57		Y	CBD
2200 Pennsylvania Avenue	CBD Washington DC		1		458,831		100.0	%		90.18		N	CBD
1333 New Hampshire Avenue	CBD Washington DC		1		315,371		100.0	%		47.21		N	CBD
1330 Connecticut Avenue	CBD Washington DC		1		253,121		98.0	%		61.28		N	CBD
Sumner Square	CBD Washington DC		1		208,892		98.5	%		51.01		N	CBD
(3) 500 North Capitol Street, N.W. (30% ownership)	Capitol Hill Washington DC		1		230,860		100.0	%		68.99		Y	CBD

			11		4,391,088		91.4	%	$	64.59

South of Market	Reston VA		3		623,666		97.7	%	$	55.97		N	S
Fountain Square	Reston VA		2		518,345		90.5	%		49.31		N	S
One Freedom Square	Reston VA		1		432,581		100.0	%		48.36		N	S
Two Freedom Square	Reston VA		1		421,757		100.0	%		47.44		N	S
One and Two Discovery Square	Reston VA		2		366,990		96.0	%		45.18		N	S
One Reston Overlook	Reston VA		1		319,519		100.0	%		39.25		N	S
Reston Corporate Center	Reston VA		2		261,046		100.0	%		40.76		N	S
Democracy Tower	Reston VA		1		259,441		100.0	%		60.85		N	S
(6) Fountain Square Retail	Reston VA		1		237,209		96.4	%		55.13		N	S
Two Reston Overlook	Reston VA		1		134,615		95.2	%		38.58		N	S

			15		3,575,169		97.4	%	$	48.98

Wisconsin Place Office	Montgomery County MD		1		299,186		97.6	%	$	51.42		N	S
2600 Tower Oaks Boulevard	Montgomery County MD		1		179,421		51.1	%		33.01		N	S
New Dominion Technology Park—Building Two	Herndon VA		1		257,400		100.0	%		41.49		N	S
New Dominion Technology Park—Building One	Herndon VA		1		235,201		100.0	%		35.37		Y	S
Kingstowne Two	Springfield VA		1		156,251		74.1	%		42.27		N	S
Kingstowne One	Springfield VA		1		151,483		75.6	%		40.82		N	S
7601 Boston Boulevard	Springfield VA		1		114,028		100.0	%		18.88		N	S
7435 Boston Boulevard	Springfield VA		1		103,557		83.4	%		22.71		N	S
8000 Grainger Court	Springfield VA		1		88,775		100.0	%		20.93		N	S
(6) Kingstowne Retail	Springfield VA		1		88,288		100.0	%		36.37		N	S
7500 Boston Boulevard	Springfield VA		1		79,971		100.0	%		16.58		N	S
7501 Boston Boulevard	Springfield VA		1		75,756		100.0	%		28.84		N	S
7450 Boston Boulevard	Springfield VA		1		62,402		0.0	%		—		N	S
7374 Boston Boulevard	Springfield VA		1		57,321		100.0	%		17.94		N	S
8000 Corporate Court	Springfield VA		1		52,539		100.0	%		14.38		N	S
7451 Boston Boulevard	Springfield VA		1		45,615		67.4	%		26.41		N	S
7300 Boston Boulevard	Springfield VA		1		32,000		0.0	%		—		N	S
7375 Boston Boulevard	Springfield VA		1		26,865		79.2	%		28.77		N	S
(3) Annapolis Junction Building Seven (50% ownership)	Anne Arundel County MD		1		127,229		100.0	%		31.79		Y	S
(3) Annapolis Junction Building Eight (50% ownership)	Anne Arundel County MD		1		125,685		0.0	%		—		Y	S
(3) Annapolis Junction Building Six (50% ownership)	Anne Arundel County MD		1		119,339		48.9	%		30.72		Y	S
(3) Annapolis Junction Building One (50% ownership)	Anne Arundel County MD		1		117,599		19.6	%		112.98		Y	S

			22		2,595,911		77.4	%	$	35.30

	Total Washington Office:		48		10,562,168		90.0	%	$	52.68

Residential
The Avant at Reston Town Center (359 units)	Reston VA		1		355,347							N	S

	Total Washington Residential:		1		355,347

	Total Washington, DC:		49		10,917,515

	Total In-Service Properties:		166		43,671,150		90.4	%(7)	$	63.20	(7)

(1)	Represents signed leases for which revenue recognition has commenced in accordance with GAAP.

(2)	For disclosures relating to the Company’s definition of Annualized Rental Obligations, see page 47.

(3)	This is an unconsolidated joint venture property.

(4)

On October 20, 2016, the Company and its partner in the unconsolidated joint venture that owns Metropolitan Square, completed the sale of an 80% interest in the joint venture. Prior to the sale, the Company owned a 51% interest in the joint venture. Following the sale, the Company continues to own a 20% interest in the joint venture. As a result, 31% of operating activities prior to the sale is not included in the Company’s Same Property analysis.

(5)	Not included in Same Property analysis.

(6)	This is a retail property.

(7)	Excludes Hotel and Residential properties. For disclosures relating to the Company’s Hotel and Residential properties, see page 24.

LOGO

FIRST QUARTER 2017

OCCUPANCY BY LOCATION

Total In-Service Properties ⁽¹⁾


	CBD						Suburban						Total
Location	31-Mar-17			31-Mar-16			31-Mar-17			31-Mar-16			31-Mar-17			31-Mar-16
Boston		91.7	%		91.7	%		89.7	%		89.4	%		91.0	%		90.9	%
New York		94.3	%		95.8	%		76.7	%		75.8	%		90.4	%		91.5	%
San Francisco and Los Angeles		90.7	%		91.3	%		88.1	%		87.6	%		90.0	%		90.2	%
Washington, DC		91.4	%		93.1	%		89.0	%		89.5	%		90.0	%		90.9	%

Total Portfolio		92.3	%		93.3	%		87.1	%		87.0	%		90.4	%		91.0	%

Same Property Portfolio ^(1) (2)


	CBD						Suburban						Total
Location	31-Mar-17			31-Mar-16			31-Mar-17			31-Mar-16			31-Mar-17			31-Mar-16
Boston		91.7	%		91.7	%		89.1	%		89.1	%		90.8	%		90.8	%
New York		94.3	%		95.8	%		75.5	%		75.8	%		90.3	%		91.4	%
San Francisco and Los Angeles		92.5	%		91.3	%		86.5	%		87.6	%		90.8	%		90.2	%
Washington, DC		91.5	%		93.1	%		89.0	%		89.5	%		90.0	%		90.9	%

Total Portfolio		92.7	%		93.3	%		86.5	%		86.9	%		90.4	%		90.9	%

(1)	Represents signed leases for which revenue recognition has commenced in accordance with GAAP. Includes 100% of joint venture properties. Does not include residential and hotel properties.

(2)	For disclosures related to the Company’s definition of Same Properties, see page 48.

LOGO

FIRST QUARTER 2017

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION

TOP 20 TENANTS (1)


		% of BXP’s Share of
	Tenant	Annualized Rental Obligations
1.	Arnold & Porter Kaye Scholer		3.23	%
2.	US Government		2.75	%
3.	Citibank		2.31	%
4.	Biogen		1.94	%
5.	Shearman & Sterling		1.83	%
6.	Ropes & Gray		1.56	%
7.	Kirkland & Ellis		1.42	%
8.	O’Melveny & Myers		1.29	%
9.	Wellington Management		1.21	%
10.	Bank of America		1.16	%
11.	Google		1.07	%
12.	Weil Gotshal Manges		1.06	%
13.	Aramis (Estee Lauder)		1.02	%
14.	Mass Financial Services		0.90	%
15.	Microsoft		0.86	%
16.	Morrison Foerster		0.85	%
17.	Morgan Lewis & Bockius		0.85	%
18.	Hunton & Williams		0.84	%
19.	Starr Indemnity & Liability Co.		0.82	%
20.	Smithsonian Institution		0.78	%

	BXP’s Share of Annualized Rental Obligations		27.75	%

	BXP’s Share of Square Feet		23.47	%

NOTABLE SIGNED DEALS (2)


Tenant	Property	Square Feet
salesforce.com	Salesforce Tower		732,000
Akamai Technologies	145 Broadway		476,583

TENANT DIVERSIFICATION (1)

LOGO

(1)	For disclosures relating to the Company’s definition of Annualized Rental Obligations and Rental Obligations, see pages 47-48.

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

LOGO

FIRST QUARTER 2017

LEASE EXPIRATIONS (1) (2) (3)


*IN-SERVICE OFFICE PROPERTIES*
								Annualized		Annualized
		Rentable Square		Current Annualized		Current Annualized		Rental Obligations		Rental Obligations
	Year of Lease	Footage Subject to		Rental Obligations		Rental Obligations		Under Expiring Leases		Under Expiring Leases with		Percentage of
	Expiration	Expiring Leases		Under Expiring Leases		Under Expiring Leases p.s.f.		with future step-ups		future step-ups - p.s.f.		Total Square Feet
	2017		1,943,895	$	126,790,643	$	65.23	$	127,284,211	$	65.48		5.04	%(4)
	2018		1,477,338		87,169,140		59.00		88,526,259		59.92		3.83	%
	2019		3,456,384		182,869,606		52.91		187,541,467		54.26		8.96	%
	2020		4,255,250		267,918,613		62.96		277,454,880		65.20		11.03	%
	2021		3,709,769		195,495,709		52.70		209,041,159		56.35		9.62	%
	2022		4,070,668		235,309,544		57.81		256,565,675		63.03		10.55	%
	2023		1,486,881		84,657,401		56.94		96,482,578		64.89		3.86	%
	2024		2,688,026		158,785,262		59.07		174,288,602		64.84		6.97	%
	2025		2,455,894		142,168,405		57.89		161,647,140		65.82		6.37	%
	2026		2,624,028		199,813,668		76.15		218,820,088		83.39		6.80	%
	Thereafter		8,338,848		567,016,865		68.00		741,956,540		88.98		21.62	%

*IN-SERVICE RETAIL PROPERTIES*
								Annualized		Annualized
		Rentable Square		Current Annualized		Current Annualized		Rental Obligations		Rental Obligations
	Year of Lease	Footage Subject to		Rental Obligations		Rental Obligations		Under Expiring Leases		Under Expiring Leases with		Percentage of
	Expiration	Expiring Leases		Under Expiring Leases		Under Expiring Leases p.s.f.		with future step-ups		future step-ups - p.s.f.		Total Square Feet
	2017		135,911	$	11,382,548	$	83.75	$	11,379,779	$	83.73		6.65	%(4)
	2018		109,188		17,292,875		158.38		17,853,868		163.51		5.35	%
	2019		111,901		7,754,090		69.29		7,854,451		70.19		5.48	%
	2020		190,608		12,124,857		63.61		12,486,897		65.51		9.33	%
	2021		159,421		21,565,276		135.27		23,300,529		146.16		7.81	%
	2022		219,201		19,457,238		88.76		21,295,121		97.15		10.73	%
	2023		179,599		14,545,305		80.99		15,941,113		88.76		8.79	%
	2024		113,927		10,576,160		92.83		12,064,677		105.90		5.58	%
	2025		132,139		8,697,613		65.82		9,658,544		73.09		6.47	%
	2026		111,807		13,271,896		118.70		15,850,090		141.76		5.47	%
	Thereafter		578,540		48,688,505		84.16		81,038,847		140.07		28.33	%

	*TOTAL IN-SERVICE PROPERTIES*
								Annualized		Annualized
		Rentable Square		Current Annualized		Current Annualized		Rental Obligations		Rental Obligations Under
	Year of Lease	Footage Subject to		Rental Obligations		Rental Obligations Under		Under Expiring Leases		Expiring Leases with		Percentage of
	Expiration	Expiring Leases		Under Expiring Leases		Expiring Leases p.s.f.		with future step-ups		future step-ups - p.s.f.		Total Square Feet
	2017		2,079,806	$	138,173,190	$	66.44	$	138,663,989	$	66.67		5.12	%(4)
	2018		1,586,526		104,462,015		65.84		106,380,127		67.05		3.91	%
	2019		3,568,285		190,623,696		53.42		195,395,918		54.76		8.79	%
	2020		4,445,858		280,043,470		62.99		289,941,778		65.22		10.95	%
	2021		3,869,190		217,060,985		56.10		232,341,689		60.05		9.53	%
	2022		4,289,869		254,766,781		59.39		277,860,796		64.77		10.56	%
	2023		1,666,480		99,202,706		59.53		112,423,691		67.46		4.10	%
	2024		2,801,953		169,361,421		60.44		186,353,279		66.51		6.90	%
	2025		2,588,033		150,866,019		58.29		171,305,684		66.19		6.37	%
	2026		2,735,835		213,085,563		77.89		234,670,178		85.78		6.74	%
	Thereafter		8,917,388		615,705,369		69.05		822,995,387		92.29		21.96	%

(1)	For disclosures relating to the Company’s definition of Annualized Rental Obligations, see page 47.

(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.

LOGO

FIRST QUARTER 2017

IN-SERVICE BOSTON REGION PROPERTIES

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


*OFFICE*
							Annualized
	Rentable Square		Current Annualized		Per		Rental Obligations Under		Per
Year of Lease	Footage Subject to		Rental Obligations Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2017		433,182	$	21,284,767	$	49.14	$	21,448,783	$	49.51	(4)
2018		396,765		15,843,855		39.93		16,216,890		40.87
2019		1,067,654		50,005,043		46.84		50,501,014		47.30
2020		470,776		21,442,339		45.55		22,811,208		48.45
2021		1,076,189		43,590,487		40.50		44,705,149		41.54
2022		1,618,064		79,192,752		48.94		82,977,687		51.28
2023		542,834		27,822,295		51.25		31,632,293		58.27
2024		590,533		28,652,474		48.52		31,709,853		53.70
2025		1,110,895		63,370,828		57.04		71,044,322		63.95
2026		1,058,212		70,152,925		66.29		77,352,671		73.10
Thereafter		3,184,042		169,170,598		53.13		195,094,763		61.27

*RETAIL*
							Annualized
	Rentable Square		Current Annualized		Per		Rental Obligations Under		Per
Year of Lease	Footage Subject to		Rental Obligations Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2017		52,558	$	4,320,835	$	82.21	$	4,318,066	$	82.16	(4)
2018		25,952		3,335,728		128.53		3,338,868		128.66
2019		11,788		1,992,396		169.02		2,001,242		169.77
2020		92,460		5,867,657		63.46		5,999,044		64.88
2021		37,303		2,964,453		79.47		3,106,529		83.28
2022		81,343		4,848,285		59.60		5,369,319		66.01
2023		79,937		7,481,778		93.60		8,022,432		100.36
2024		70,570		4,184,280		59.29		4,569,948		64.76
2025		30,224		3,640,084		120.44		4,037,377		133.58
2026		18,912		4,803,536		253.99		5,669,177		299.77
Thereafter		326,922		18,106,221		55.38		20,197,882		61.78

*TOTAL PROPERTY TYPES*
							Annualized
	Rentable Square		Current Annualized		Per		Rental Obligations Under		Per
Year of Lease	Footage Subject to		Rental Obligations Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2017		485,740	$	25,605,602	$	52.71	$	25,766,849	$	53.05	(4)
2018		422,717		19,179,583		45.37		19,555,758		46.26
2019		1,079,442		51,997,439		48.17		52,502,256		48.64
2020		563,236		27,309,996		48.49		28,810,252		51.15
2021		1,113,492		46,554,940		41.81		47,811,678		42.94
2022		1,699,407		84,041,037		49.45		88,347,006		51.99
2023		622,771		35,304,073		56.69		39,654,725		63.67
2024		661,103		32,836,754		49.67		36,279,801		54.88
2025		1,141,119		67,010,911		58.72		75,081,699		65.80
2026		1,077,124		74,956,461		69.59		83,021,849		77.08
Thereafter		3,510,964		187,276,819		53.34		215,292,645		61.32

(1)	For disclosures relating to the Company’s definition of Annualized Rental Obligations, see page 47.

(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.

LOGO

FIRST QUARTER 2017

IN-SERVICE BOSTON REGION PROPERTIES

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


*OFFICE*
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot
Q1 2017		1,000	$	61,424	$	61.42	$	61,424	$	61.42	(4)
Q2 2017		201,787		9,795,044		48.54		9,897,833		49.05
Q3 2017		64,598		2,618,752		40.54		2,618,752		40.54
Q4 2017		165,797		8,809,547		53.13		8,870,775		53.50

Total 2017		433,182	$	21,284,767	$	49.14	$	21,448,783	$	49.51

Q1 2018		72,336	$	2,705,598	$	37.40	$	2,720,040	$	37.60
Q2 2018		104,891		4,425,711		42.19		4,473,788		42.65
Q3 2018		32,969		1,406,871		42.67		1,416,879		42.98
Q4 2018		186,569		7,305,675		39.16		7,606,183		40.77

Total 2018		396,765	$	15,843,855	$	39.93	$	16,216,890	$	40.87


*RETAIL*
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot
Q1 2017		8,500	$	574,667	$	67.61	$	574,667	$	67.61	(4)
Q2 2017		28,534		2,215,444		77.64		2,212,674		77.55
Q3 2017		3,390		593,929		175.20		593,929		175.20
Q4 2017		12,134		936,796		77.20		936,796		77.20

Total 2017		52,558	$	4,320,835	$	82.21	$	4,318,066	$	82.16

Q1 2018		1,970	$	351,532	$	178.44	$	351,532	$	178.44
Q2 2018		—		—		—		—		—
Q3 2018		—		—		—		—		—
Q4 2018		23,982		2,984,196		124.43		2,987,336		124.57

Total 2018		25,952	$	3,335,728	$	128.53	$	3,338,868	$	128.66


*TOTAL PROPERTY TYPES*
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot
Q1 2017		9,500	$	636,091	$	66.96	$	636,091	$	66.96	(4)
Q2 2017		230,321		12,010,488		52.15		12,110,507		52.58
Q3 2017		67,988		3,212,680		47.25		3,212,680		47.25
Q4 2017		177,931		9,746,343		54.78		9,807,571		55.12

Total 2017		485,740	$	25,605,602	$	52.71	$	25,766,849	$	53.05

Q1 2018		74,306	$	3,057,130	$	41.14	$	3,071,572	$	41.34
Q2 2018		104,891		4,425,711		42.19		4,473,788		42.65
Q3 2018		32,969		1,406,871		42.67		1,416,879		42.98
Q4 2018		210,551		10,289,871		48.87		10,593,519		50.31

Total 2018		422,717	$	19,179,583	$	45.37	$	19,555,758	$	46.26

(1)	For disclosures relating to the Company’s definition of Annualized Rental Obligations, see page 47.

(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 quarter.

LOGO

FIRST QUARTER 2017

IN-SERVICE NEW YORK REGION PROPERTIES

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


*OFFICE*
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot
2017		797,769	$	70,919,581	$	88.90	$	70,627,331	$	88.53
2018		382,152		36,533,084		95.60		36,559,484		95.67
2019		510,629		41,030,008		80.35		41,216,569		80.72
2020		1,795,352		143,957,208		80.18		147,938,629		82.40
2021		389,290		34,772,820		89.32		35,298,630		90.67
2022		939,791		83,297,468		88.63		87,881,306		93.51
2023		124,853		9,863,540		79.00		10,630,674		85.15
2024		1,059,454		73,856,740		69.71		80,637,828		76.11
2025		562,478		40,325,339		71.69		44,700,914		79.47
2026		878,186		77,571,553		88.33		79,628,988		90.67
Thereafter		2,571,244		231,515,010		90.04		327,667,565		127.44

*RETAIL*
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot
2017		33,891	$	3,922,957	$	115.75	$	3,922,957	$	115.75
2018		8,114		9,051,991		1,115.60		9,577,713		1,180.39
2019		—		—		—		—		—
2020		3,452		264,336		76.57		264,336		76.57
2021		26,225		12,515,230		477.23		13,524,391		515.71
2022		70,543		11,122,824		157.67		12,162,273		172.41
2023		1,847		1,839,144		995.75		2,256,696		1,221.82
2024		11,919		4,378,804		367.38		5,225,743		438.44
2025		1,872		654,764		349.77		730,700		390.33
2026		34,807		4,452,097		127.91		5,701,724		163.81
Thereafter		108,479		24,307,499		224.08		53,341,111		491.72

*TOTAL PROPERTY TYPES*
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot
2017		831,660	$	74,842,538	$	89.99	$	74,550,288	$	89.64
2018		390,266		45,585,075		116.81		46,137,198		118.22
2019		510,629		41,030,008		80.35		41,216,569		80.72
2020		1,798,804		144,221,544		80.18		148,202,965		82.39
2021		415,515		47,288,050		113.81		48,823,021		117.50
2022		1,010,334		94,420,292		93.45		100,043,580		99.02
2023		126,700		11,702,684		92.37		12,887,371		101.72
2024		1,071,373		78,235,544		73.02		85,863,571		80.14
2025		564,350		40,980,103		72.61		45,431,614		80.50
2026		912,993		82,023,649		89.84		85,330,712		93.46
Thereafter		2,679,723		255,822,509		95.47		381,008,676		142.18

(1)	For disclosures relating to the Company’s definition of Annualized Rental Obligations, see page 47.

(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.

LOGO

FIRST QUARTER 2017

IN-SERVICE NEW YORK REGION PROPERTIES

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


*OFFICE*
							Annualized
	Rentable Square		Current Annualized		Per		Rental Obligations Under		Per
Lease Expiration	Footage Subject to		Rental Obligations Under		Square		Expiring Leases		Square
by Quarter	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
Q1 2017		—	$	—	$	—	$	—	$	—
Q2 2017		155,419		14,165,734		91.15		13,860,540		89.18
Q3 2017		522,915		43,106,113		82.43		43,106,113		82.43
Q4 2017		119,435		13,647,734		114.27		13,660,678		114.38

Total 2017		797,769	$	70,919,581	$	88.90	$	70,627,331	$	88.53

Q1 2018		86,020	$	10,233,807	$	118.97	$	10,233,807	$	118.97
Q2 2018		82,751		8,986,479		108.60		8,986,479		108.60
Q3 2018		135,436		12,723,156		93.94		12,723,156		93.94
Q4 2018		77,945		4,589,642		58.88		4,616,042		59.22

Total 2018		382,152	$	36,533,084	$	95.60	$	36,559,484	$	95.67


*RETAIL*
							Annualized
	Rentable Square		Current Annualized		Per		Rental Obligations Under		Per
Lease Expiration	Footage Subject to		Rental Obligations Under		Square		Expiring Leases		Square
by Quarter	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
Q1 2017		—	$	—	$	—	$	—	$	—
Q2 2017		5,471		1,174,637		214.70		1,174,637		214.70
Q3 2017		27,659		2,696,934		97.51		2,696,934		97.51
Q4 2017		761		51,386		67.52		51,386		67.52

Total 2017		33,891	$	3,922,957	$	115.75	$	3,922,957	$	115.75

Q1 2018		—	$	—	$	—	$	—	$	—
Q2 2018		1,600		300,000		187.50		300,000		187.50
Q3 2018		—		—		—		—		—
Q4 2018		6,514		8,751,991		1,343.57		9,277,713		1,424.27

Total 2018		8,114	$	9,051,991	$	1,115.60	$	9,577,713	$	1,180.39


*TOTAL PROPERTY TYPES*
							Annualized
	Rentable Square		Current Annualized		Per		Rental Obligations Under		Per
Lease Expiration	Footage Subject to		Rental Obligations Under		Square		Expiring Leases		Square
by Quarter	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
Q1 2017		—	$	—	$	—	$	—	$	—
Q2 2017		160,890		15,340,372		95.35		15,035,178		93.45
Q3 2017		550,574		45,803,047		83.19		45,803,047		83.19
Q4 2017		120,196		13,699,119		113.97		13,712,064		114.08

Total 2017		831,660	$	74,842,538	$	89.99	$	74,550,288	$	89.64

Q1 2018		86,020	$	10,233,807	$	118.97	$	10,233,807	$	118.97
Q2 2018		84,351		9,286,479		110.09		9,286,479		110.09
Q3 2018		135,436		12,723,156		93.94		12,723,156		93.94
Q4 2018		84,459		13,341,633		157.97		13,893,756		164.50

Total 2018		390,266	$	45,585,075	$	116.81	$	46,137,198	$	118.22

(1)	For disclosures relating to the Company’s definition of Annualized Rental Obligations, see page 47.

(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.

LOGO

FIRST QUARTER 2017

IN-SERVICE SAN FRANCISCO AND LOS ANGELES REGIONS PROPERTIES

Lease Expirations - San Francisco and Los Angeles Regions (1) (2) (3)


*OFFICE*
							Annualized
	Rentable Square		Current Annualized		Per		Rental Obligations Under		Per
Year of Lease	Footage Subject to		Rental Obligations Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2017		339,449	$	16,153,932	$	47.59	$	16,688,064	$	49.16	(4)
2018		197,671		10,704,102		54.15		10,921,682		55.25
2019		862,643		42,247,554		48.97		44,419,449		51.49
2020		677,095		43,042,959		63.57		44,392,042		65.56
2021		1,016,427		50,768,857		49.95		56,450,057		55.54
2022		786,422		39,871,116		50.70		48,413,311		61.56
2023		359,376		24,353,630		67.77		28,120,209		78.25
2024		397,923		23,212,748		58.33		24,045,546		60.43
2025		314,111		18,035,195		57.42		21,427,421		68.22
2026		280,908		19,564,538		69.65		23,105,867		82.25
Thereafter		905,304		60,199,161		66.50		80,959,815		89.43

*RETAIL*
							Annualized
	Rentable Square		Current Annualized		Per		Rental Obligations Under		Per
Year of Lease	Footage Subject to		Rental Obligations Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2017		37,196	$	1,583,890	$	42.58	$	1,583,890	$	42.58
2018		35,502		2,168,350		61.08		2,180,765		61.43
2019		13,325		706,136		52.99		725,413		54.44
2020		34,976		2,174,794		62.18		2,293,643		65.58
2021		22,163		1,447,127		65.29		1,519,725		68.57
2022		29,192		1,246,014		42.68		1,325,750		45.41
2023		30,950		1,751,838		56.60		1,840,576		59.47
2024		9,388		641,262		68.31		739,132		78.73
2025		22,933		1,456,630		63.52		1,671,315		72.88
2026		24,494		1,741,713		71.11		1,980,777		80.87
Thereafter		30,174		1,685,939		55.87		2,083,919		69.06

*TOTAL PROPERTY TYPES*
							Annualized
	Rentable Square		Current Annualized		Per		Rental Obligations Under		Per
Year of Lease	Footage Subject to		Rental Obligations Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2017		376,645	$	17,737,822	$	47.09	$	18,271,954	$	48.51	(4)
2018		233,173		12,872,452		55.21		13,102,446		56.19
2019		875,968		42,953,690		49.04		45,144,863		51.54
2020		712,071		45,217,752		63.50		46,685,685		65.56
2021		1,038,590		52,215,984		50.28		57,969,781		55.82
2022		815,614		41,117,130		50.41		49,739,061		60.98
2023		390,326		26,105,468		66.88		29,960,785		76.76
2024		407,311		23,854,010		58.56		24,784,678		60.85
2025		337,044		19,491,825		57.83		23,098,736		68.53
2026		305,402		21,306,251		69.76		25,086,643		82.14
Thereafter		935,478		61,885,099		66.15		83,043,734		88.77

(1)	For disclosures relating to the Company’s definition of Annualized Rental Obligations, see page 47.

(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 quarter.

LOGO

FIRST QUARTER 2017

IN-SERVICE SAN FRANCISCO AND LOS ANGELES REGIONS PROPERTIES

Quarterly Lease Expirations - San Francisco and Los Angeles Regions (1) (2) (3)


*OFFICE*
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot
Q1 2017		4,772	$	207,208	$	43.42	$	207,208	$	43.42	(4)
Q2 2017		116,656		4,369,156		37.45		4,369,156		37.45
Q3 2017		166,644		9,363,310		56.19		9,753,827		58.53
Q4 2017		51,377		2,214,257		43.10		2,357,873		45.89

Total 2017		339,449	$	16,153,932	$	47.59	$	16,688,064	$	49.16

Q1 2018		77,815	$	4,397,569	$	56.51	$	4,458,323	$	57.29
Q2 2018		45,300		2,767,590		61.09		2,820,193		62.26
Q3 2018		52,379		2,502,276		47.77		2,582,390		49.30
Q4 2018		22,177		1,036,667		46.75		1,060,776		47.83

Total 2018		197,671	$	10,704,102	$	54.15	$	10,921,682	$	55.25


*RETAIL*
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot
Q1 2017		—	$	—	$	—	$	—	$	—
Q2 2017		160		40,470		252.93		40,470		252.93
Q3 2017		7,046		496,243		70.43		496,243		70.43
Q4 2017		29,990		1,047,178		34.92		1,047,178		34.92

Total 2017		37,196	$	1,583,890	$	42.58	$	1,583,890	$	42.58

Q1 2018		22,835	$	1,317,919	$	57.71	$	1,317,919	$	57.71
Q2 2018		2,802		198,173		70.73		199,741		71.29
Q3 2018		2,771		135,778		49.00		137,352		49.57
Q4 2018		7,094		516,480		72.81		525,753		74.11

Total 2018		35,502	$	2,168,350	$	61.08	$	2,180,765	$	61.43


*TOTAL PROPERTY TYPES*
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot
Q1 2017		4,772	$	207,208	$	43.42	$	207,208	$	43.42	(4)
Q2 2017		116,816		4,409,626		37.75		4,409,626		37.75
Q3 2017		173,690		9,859,553		56.77		10,250,070		59.01
Q4 2017		81,367		3,261,435		40.08		3,405,051		41.85

Total 2017		376,645	$	17,737,822	$	47.09	$	18,271,954	$	48.51

Q1 2018		100,650	$	5,715,487	$	56.79	$	5,776,241	$	57.39
Q2 2018		48,102		2,965,763		61.66		3,019,934		62.78
Q3 2018		55,150		2,638,055		47.83		2,719,742		49.32
Q4 2018		29,271		1,553,147		53.06		1,586,529		54.20

Total 2018		233,173	$	12,872,452	$	55.21	$	13,102,446	$	56.19

(1)	For disclosures relating to the Company’s definition of Annualized Rental Obligations, see page 47.

(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 quarter.

LOGO

FIRST QUARTER 2017

IN-SERVICE WASHINGTON, DC REGION PROPERTIES

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


*OFFICE*
							Annualized
	Rentable Square		Current Annualized		Per		Rental Obligations Under		Per
Year of Lease	Footage Subject to		Rental Obligations Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2017		373,495	$	18,432,363	$	49.35	$	18,520,032	$	49.59
2018		500,750		24,088,099		48.10		24,828,203		49.58
2019		1,015,458		49,587,002		48.83		51,404,435		50.62
2020		1,312,027		59,476,108		45.33		62,313,001		47.49
2021		1,227,863		66,363,545		54.05		72,587,323		59.12
2022		726,391		32,948,208		45.36		37,293,371		51.34
2023		459,818		22,617,936		49.19		26,099,401		56.76
2024		640,116		33,063,300		51.65		37,895,376		59.20
2025		468,410		20,437,044		43.63		24,474,483		52.25
2026		406,722		32,524,652		79.97		38,732,562		95.23
Thereafter		1,678,258		106,132,095		63.24		138,234,397		82.37
*RETAIL*
							Annualized
	Rentable Square		Current Annualized		Per		Rental Obligations Under		Per
Year of Lease	Footage Subject to		Rental Obligations Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2017		12,266	$	1,554,865	$	126.76	$	1,554,865	$	126.76
2018		39,620		2,736,806		69.08		2,756,523		69.57
2019		86,788		5,055,558		58.25		5,127,796		59.08
2020		59,720		3,818,070		63.93		3,929,875		65.81
2021		73,730		4,638,467		62.91		5,149,885		69.85
2022		38,123		2,240,114		58.76		2,437,778		63.95
2023		66,865		3,472,545		51.93		3,821,409		57.15
2024		22,050		1,371,814		62.21		1,529,854		69.38
2025		77,110		2,946,135		38.21		3,219,152		41.75
2026		33,594		2,274,550		67.71		2,498,412		74.37
Thereafter		112,965		4,588,847		40.62		5,415,936		47.94
*TOTAL PROPERTY TYPES*
							Annualized
	Rentable Square		Current Annualized		Per		Rental Obligations Under		Per
Year of Lease	Footage Subject to		Rental Obligations Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2017		385,761	$	19,987,228	$	51.81	$	20,074,897	$	52.04
2018		540,370		26,824,905		49.64		27,584,725		51.05
2019		1,102,246		54,642,560		49.57		56,532,230		51.29
2020		1,371,747		63,294,178		46.14		66,242,876		48.29
2021		1,301,593		71,002,011		54.55		77,737,208		59.72
2022		764,514		35,188,322		46.03		39,731,149		51.97
2023		526,683		26,090,480		49.54		29,920,810		56.81
2024		662,166		34,435,113		52.00		39,425,229		59.54
2025		545,520		23,383,179		42.86		27,693,635		50.77
2026		440,316		34,799,203		79.03		41,230,974		93.64
Thereafter		1,791,223		110,720,942		61.81		143,650,333		80.20

(1)	For disclosures relating to the Company’s definition of Annualized Rental Obligations, see page 47.

(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.

LOGO

FIRST QUARTER 2017

IN-SERVICE WASHINGTON, DC REGION PROPERTIES

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


*OFFICE*
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot
Q1 2017		—	$	—	$	—	$	—	$	—
Q2 2017		129,637		6,744,214		52.02		6,786,362		52.35
Q3 2017		47,147		2,836,327		60.16		2,842,621		60.29
Q4 2017		196,711		8,851,822		45.00		8,891,049		45.20

Total 2017		373,495	$	18,432,363	$	49.35	$	18,520,032	$	49.59

Q1 2018		130,547	$	4,211,354	$	32.26	$	4,216,484	$	32.30
Q2 2018		183,073		10,402,951		56.82		10,826,950		59.14
Q3 2018		114,127		5,207,079		45.63		5,350,844		46.88
Q4 2018		73,003		4,266,715		58.45		4,433,924		60.74

Total 2018		500,750	$	24,088,099	$	48.10	$	24,828,203	$	49.58


*RETAIL*
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot
Q1 2017		—	$	—	$	—	$	—	$	—
Q2 2017		1,909		912,000		477.74		912,000		477.74
Q3 2017		6,842		455,172		66.53		455,172		66.53
Q4 2017		3,515		187,693		53.40		187,693		53.40

Total 2017		12,266	$	1,554,865	$	126.76	$	1,554,865	$	126.76

Q1 2018		7,698	$	523,569	$	68.01	$	523,569	$	68.01
Q2 2018		12,433		806,462		64.86		816,788		65.70
Q3 2018		8,283		577,582		69.73		584,527		70.57
Q4 2018		11,206		829,193		74.00		831,638		74.21

Total 2018		39,620	$	2,736,806	$	69.08	$	2,756,523	$	69.57


*TOTAL PROPERTY TYPES*
Lease Expiration by Quarter	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot
Q1 2017		—	$	—	$	—	$	—	$	—
Q2 2017		131,546		7,656,214		58.20		7,698,362		58.52
Q3 2017		53,989		3,291,498		60.97		3,297,793		61.08
Q4 2017		200,226		9,039,515		45.15		9,078,743		45.34

Total 2017		385,761	$	19,987,228	$	51.81	$	20,074,897	$	52.04

Q1 2018		138,245	$	4,734,923	$	34.25	$	4,740,054	$	34.29
Q2 2018		195,506		11,209,413		57.34		11,643,738		59.56
Q3 2018		122,410		5,784,660		47.26		5,935,371		48.49
Q4 2018		84,209		5,095,908		60.52		5,265,562		62.53

Total 2018		540,370	$	26,824,905	$	49.64	$	27,584,725	$	51.05

(1)	For disclosures relating to the Company’s definition of Annualized Rental Obligations, see page 47.

(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.

LOGO

FIRST QUARTER 2017

CBD PROPERTIES

Lease Expirations (1) (2) (3)


	Boston											San Francisco and Los Angeles
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot
2017		362,368	$	21,497,150	$	59.32	$	21,555,609	$	59.49	(4)		195,055	$	12,242,235	$	62.76	$	12,380,632	$	63.47	(4)
2018		130,696		9,193,416		70.34		9,385,520		71.81			174,130		10,637,576		61.09		10,811,671		62.09
2019		578,351		32,459,798		56.12		32,788,581		56.69			384,479		22,537,510		58.62		23,533,226		61.21
2020		270,329		16,705,376		61.80		17,145,738		63.43			617,436		41,084,055		66.54		42,123,648		68.22
2021		428,476		25,028,162		58.41		25,274,088		58.99			692,909		42,675,355		61.59		47,688,407		68.82
2022		982,487		57,204,167		58.22		61,204,303		62.30			402,698		22,839,144		56.72		27,873,021		69.22
2023		410,671		27,678,114		67.40		30,674,099		74.69			349,669		23,931,728		68.44		27,134,138		77.60
2024		337,119		20,055,185		59.49		21,825,037		64.74			382,799		22,869,363		59.74		23,573,686		61.58
2025		686,806		45,257,345		65.90		51,036,217		74.31			331,402		19,291,156		58.21		22,845,373		68.94
2026		944,535		70,244,449		74.37		77,596,710		82.15			305,402		21,306,251		69.76		25,086,643		82.14
Thereafter		2,839,177		161,308,801		56.82		185,818,694		65.45			935,478		61,885,099		66.15		83,043,734		88.77

	New York											Washington, DC
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot
2017		715,285	$	70,430,093	$	98.46	$	70,443,037	$	98.48			51,916	$	3,007,249	$	57.93	$	3,007,249	$	57.93
2018		310,287		42,705,534		137.63		43,231,256		139.33			116,353		6,959,160		59.81		7,193,862		61.83
2019		349,132		35,084,420		100.49		35,241,671		100.94			466,480		29,740,304		63.75		31,136,899		66.75
2020		1,486,479		133,442,214		89.77		136,955,603		92.13			456,420		25,800,684		56.53		27,272,722		59.75
2021		311,243		43,756,910		140.59		45,112,516		144.94			552,128		36,731,463		66.53		40,560,408		73.46
2022		928,087		91,576,759		98.67		96,976,710		104.49			104,042		6,062,280		58.27		6,683,321		64.24
2023		91,631		10,526,230		114.88		11,736,080		128.08			48,609		3,075,172		63.26		3,651,470		75.12
2024		679,827		64,652,057		95.10		71,477,940		105.14			193,400		12,721,210		65.78		14,705,364		76.04
2025		296,170		31,389,929		105.99		34,358,435		116.01			85,677		4,514,075		52.69		5,441,486		63.51
2026		747,948		76,758,644		102.63		79,317,870		106.05			354,808		30,557,048		86.12		36,049,549		101.60
Thereafter		2,425,418		246,256,042		101.53		370,942,038		152.94			1,501,610		98,334,899		65.49		127,495,235		84.91

(1)	For disclosures relating to the Company’s definition of Annualized Rental Obligations, see page 47.

(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.

LOGO

FIRST QUARTER 2017

SUBURBAN PROPERTIES

Lease Expirations (1) (2) (3)


	Boston											San Francisco
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot
2017		123,372	$	4,108,452	$	33.30	$	4,211,240	$	34.13	(4)		181,590	$	5,495,587	$	30.26	$	5,891,322	$	32.44	(4)
2018		292,021		9,986,168		34.20		10,170,238		34.83			59,043		2,234,875		37.85		2,290,776		38.80
2019		501,091		19,537,640		38.99		19,713,676		39.34			491,489		20,416,179		41.54		21,611,637		43.97
2020		292,907		10,604,620		36.20		11,664,514		39.82			94,635		4,133,697		43.68		4,562,037		48.21
2021		685,016		21,526,778		31.43		22,537,590		32.90			345,681		9,540,629		27.60		10,281,375		29.74
2022		716,920		26,836,870		37.43		27,142,703		37.86			412,916		18,277,987		44.27		21,866,040		52.96
2023		212,100		7,625,959		35.95		8,980,626		42.34			40,657		2,173,740		53.47		2,826,647		69.52
2024		323,984		12,781,570		39.45		14,454,765		44.62			24,512		984,647		40.17		1,210,992		49.40
2025		454,313		21,753,566		47.88		24,045,482		52.93			5,642		200,669		35.57		253,362		44.91
2026		132,589		4,712,012		35.54		5,425,138		40.92			—		—		—		—		—
Thereafter		671,787		25,968,018		38.66		29,473,950		43.87			—		—		—		—		—

	New York											Washington, DC
Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot			Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Per Square Foot		Annualized Rental Obligations Under Expiring Leases with future step-ups		Per Square Foot
2017		116,375	$	4,412,446	$	37.92	$	4,107,252	$	35.29			333,845	$	16,979,979	$	50.86	$	17,067,648	$	51.12
2018		79,979		2,879,541		36.00		2,905,942		36.33			424,017		19,865,745		46.85		20,390,863		48.09
2019		161,497		5,945,588		36.82		5,974,897		37.00			635,766		24,902,256		39.17		25,395,331		39.94
2020		312,325		10,779,331		34.51		11,247,361		36.01			915,327		37,493,494		40.96		38,970,155		42.58
2021		104,272		3,531,140		33.86		3,710,506		35.58			749,465		34,270,548		45.73		37,176,800		49.60
2022		82,247		2,843,533		34.57		3,066,870		37.29			660,472		29,126,042		44.10		33,047,828		50.04
2023		35,069		1,176,454		33.55		1,151,290		32.83			478,074		23,015,308		48.14		26,269,340		54.95
2024		391,546		13,583,488		34.69		14,385,631		36.74			468,766		21,713,903		46.32		24,719,866		52.73
2025		268,180		9,590,174		35.76		11,073,180		41.29			459,843		18,869,105		41.03		22,252,149		48.39
2026		165,045		5,265,005		31.90		6,012,842		36.43			85,508		4,242,155		49.61		5,181,426		60.60
Thereafter		254,305		9,566,467		37.62		10,066,638		39.58			289,613		12,386,043		42.77		16,155,097		55.78

(1)	For disclosures relating to the Company’s definition of Annualized Rental Obligations, see page 47.

(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.

LOGO

FIRST QUARTER 2017

LEASING ACTIVITY

for the three months ended March 31, 2017

All In-Service Properties


	Total
Vacant space available @ 1/1/2017 (sf)		4,196,275
Property dispositions/ properties taken out of service (sf)		—
Properties acquired vacant space (sf)		—
Properties placed in-service (sf) (1)		9,480
Leases expiring or terminated 1/1/2017-3/31/2017 (sf)		843,647

Total space available for lease (sf)		5,049,402

1st generation leases (sf)		23,865
2nd generation leases with new tenants (sf)		624,425
2nd generation lease renewals (sf)		290,455

Total space leased (sf)		938,745

Vacant space available for lease @ 3/31/2017 (sf)		4,110,657

Net (increase)/decrease in available space (sf)		85,618
Second generation leasing information: (2)
Leases commencing during the period (sf)		914,880
Weighted average lease term (months)		85
Weighted average free rent period (days)		82
Total transaction costs per square foot (3)	$	55.92
Increase (decrease) in gross rents (4)		13.12	%
Increase (decrease) in net rents (5)		19.54	%


					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		9,632		203,608		(0.86	%)		(1.34	%)		213,240		157,454
New York		9,723		184,224		(8.91	%)		(14.69	%)		193,947		110,194
San Francisco and Los Angeles		—		326,717		46.48	%		74.34	%		326,717		182,661
Washington, DC		4,510		200,331		4.77	%		4.87	%		204,841		114,879

Total / Weighted Average		23,865		914,880		13.12	%		19.54	%		938,745		565,188

(1)	Total square feet of properties placed in service in Q1 2017 consist of 9,480 square feet at Prudential Center Retail Expansion at Prudential Center Retail.

(2)	Second generation leases are defined as leases for space that had previously been leased by the Company. Of the 914,880 square feet of second generation leases that commenced in Q1 2017, leases for 775,145 square feet were signed in prior periods.

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

(4)

Represents the increase/(decrease) in gross rent (base rent plus expense reimbursements) on the new vs. expired leases on the 609,624 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”).

(5)

Represents the increase/(decrease) in net rent (gross rent less operating expenses) on the new vs. expired leases on the 609,624 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”).

(6)	Represents leases for which rental revenue recognition 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 139,735.

LOGO

FIRST QUARTER 2017

ACQUISITIONS/DISPOSITIONS

as of March 31, 2017

ACQUISITIONS

For the period from January 1, 2017 through March 31, 2017

Anticipated

Initial

Future

Total

Percentage

Property

Location

Date Acquired

Square Feet

Investment

Leased

Not Applicable

Total Acquisitions

—

DISPOSITIONS

For the period from January 1, 2017 through March 31, 2017

Gross

Net Cash

Property

Location

Date Disposed

Square Feet

Sales Price

Proceeds

Book Gain

Not Applicable

Total Dispositions of Real Estate

—

LOGO

FIRST QUARTER 2017

VALUE CREATION PIPELINE — CONSTRUCTION IN PROGRESS (1)

as of March 31, 2017


									BXP’s Share
Construction Properties	Actual / Estimated Initial Occupancy	Actual / Estimated Stabilization Date	Location		# of Buildings		Square feet		Investment to Date (2)			Estimated Total Investment (2)			Total Financing		Amount Drawn at 3/31/2017			Estimated Future Equity Requirement (2)		Percentage Leased (3)			Percentage Placed in service (4)
Office and Retail
888 Boylston Street	Q3 2016	Q4 2017		Boston, MA		1		425,000		237,730,779			271,500,000			—		—			33,769,221		84	%		28	%
Salesforce Tower (95% ownership)	Q1 2018	Q1 2019		San Francisco, CA		1		1,400,000		837,244,891			1,073,500,000			(25,389,074)(5)		(11,777,969)(5)			249,866,214		69%			—
The Hub on Causeway (50% ownership)	Q1 2019	Q4 2019		Boston, MA		1		385,000		31,806,101			141,870,000			—		—			110,063,899		42	%		—
Dock 72 (50% ownership)	Q2 2018	Q1 2020		Brooklyn, NY		1		670,000		50,111,090			204,900,000			125,000,000		—			29,788,910		33	%		—

Total Office Properties under Construction						4		2,880,000	$	1,156,892,861		$	1,691,770,000		$	99,610,926	$	(11,777,969	)	$	423,488,244		59	%		6	%

Residential
Proto at Cambridge (274 units)	Q2 2018	Q1 2019		Cambridge, MA		1		164,000	$	33,627,868		$	140,170,000		$	—	$	—		$	106,542,132		N/A			—
Signature at Reston (508 Units)	Q1 2018	Q2 2020		Reston, VA		1		490,000		113,528,985	(6)		234,854,000	(6)		—		—			121,325,015		N/A			—
Signature at Reston - Retail						—		24,600		—			—			—		—			—		81	%		—

Total Residential Properties under Construction						2		678,600	$	147,156,853		$	375,024,000		$	—	$	—		$	227,867,147		59	%(7)		—

Redevelopment Properties
Reservoir Place North	Q1 2018	Q1 2018		Waltham, MA		1		73,000	$	15,721,202		$	24,510,000		$	—	$	—		$	8,788,798		—			4	%
191 Spring Street	Q4 2017	Q3 2018		Lexington, MA		1		160,000		4,796,215			53,920,000			—		—			49,123,785		49	%		—
One Five Nine East 53rd (55% ownership) (8)	Q4 2018	Q4 2019		New York, NY		—		220,000		25,432,663			106,000,000			—		—			80,567,337		—			—

Total Redevelopment Properties under Construction						2		453,000	$	45,950,080		$	184,430,000		$	—	$	—		$	138,479,920		17	%		1	%

Total Properties Under Construction and Redevelopment						8		4,011,600	$	1,349,999,794		$	2,251,224,000		$	99,610,926	$	(11,777,969	)	$	789,835,311		54	%(7)		5	%

PROJECTS FULLY PLACED IN— SERVICE DURING 2017


								BXP’s Share
	Actual / Estimated Initial Occupancy	Actual / Estimated Stabilization Date	Location	# of Buildings		Square feet		Investment to Date (2)		Estimated Total Investment (2)		Total Financing		Amount Drawn at March 31, 2017		Estimated Future Equity Requirement (2)		Percentage Leased (3)
Prudential Center Retail Expansion	Q1 2016	Q3 2017	Boston, MA		—		15,000	$	9,710,412	$	10,760,000	$	—	$	—	$	1,049,588		100	%

Total Projects placed In— Service					—		15,000	$	9,710,412	$	10,760,000	$	—	$	—	$	1,049,588		100	%

IN- SERVICE PROPERTIES HELD FOR REDEVELOPMENT


	Sub Market		# of Buildings		Existing Square Feet		Leased%			Annualized Rental Obligations Per Leased SF (9)		Encumbered with secured debt (Y/N)		Central Business District (CBD) or Suburban (S)		Incremental Estimated Future SF (10)
North First Business Park		San Jose CA		5		190,636		87.2	%	$	23.03		N		S		1,359,364
3625-3635 Peterson Way		Santa Clara CA		1		218,366		100.0	%		22.22		N		S		413,690
145 Broadway		Cambridge, MA		1		79,616		86.3	%		47.50		N		CBD		406,432

Total Properties held for Redevelopment				7		488,618		92.8	%	$	26.35						2,179,486

(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 and capitalize interest has commenced.

(2)	Includes income (loss) and interest carry.

(3)	Represents percentage leased as of April 25, 2017, including leases with future commencement dates and excluding residential units.

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

(5)

Under the joint venture agreement, if the project is funded with 100% equity, the Company has agreed to fund 50% of our partner’s equity requirement, structured as preferred equity. The Company will fund approximately $25.4 million at a rate of LIBOR plus 3.0% per annum and receive priority distributions from all distributions to our partner until the principal and interest are repaid. As of March 31, 2017, the Company has funded $11,777,969.

(6)	Includes approximately $17 million for overbuilding parking structure to support future development requirements and excludes $10 million of the purchase price for the site that is allocated to rights for future development in Reston Town Center.

(7)	Includes approximately 9,000 square feet of retail space at the Proto at Cambridge residential development, which is 0% leased.

(8)	Formerly the low- rise portion of 601 Lexington Avenue.

(9)	For disclosures relating to the Company’s definition of Annualized Rental Obligations, see page 47.

(10)	Incremental Future Square Footage is included in Approximate Developable Square Feet of Value Creation Pipeline—Owned Land Parcels and Land Purchase Options on page 46.

LOGO

FIRST QUARTER 2017

VALUE CREATION PIPELINE

as of March 31, 2017

Owned Land Parcels


	Approximate
	Developable
Location	Square Feet
San Jose, CA (1)		2,199,000
Reston, VA		1,160,000
Waltham, MA		805,000
Springfield, VA		800,000
Rockville, MD		759,000
Washington, DC (50% ownership)		520,000
Santa Clara, CA (1)		414,000
Marlborough, MA		400,000
Boston, MA (50% Ownership)		320,000
Dulles, VA		310,000
Annapolis, MD (50% ownership)		300,000
Gaithersburg, MD		240,000
Andover, MA (2)		110,000

		8,337,000

Land Purchase Options


	Approximate
	Developable
Location	Square Feet
Princeton, NJ		1,650,000
Boston, MA		1,300,000
Cambridge, MA (1)		940,000
Brooklyn, NY (50% ownership)		600,000
Boston, MA (50% ownership)		525,000
Washington, DC		482,000
Oakland, CA (3)		324,000
San Francisco, CA		TBD

		5,821,000

(1)	Excludes the existing square footage related to in-service properties being held for future re-development included on page 45.

(2)	On April 19, 2017, the Company completed the sale of an approximately 9.2 acre parcel of land, which can accommodate 110,000 square feet of development, located at 30 Shattuck Road in Andover, Massachusetts for a gross sale price of approximately $5 million.

(3)	On April 21, 2017, the Company exercised its option to ground lease, with the future right to purchase, real property adjacent to the MacArthur BART station located in Oakland, California, that could support the development of a 402-unit residential building and supporting retail space.

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FIRST QUARTER 2017

DEFINITIONS

This section contains definitions of certain non-GAAP financial measures and other terms that the Company uses in this supplemental report and, where applicable, the reasons why management believes these non-GAAP financial measures provide useful information to investors about the Company’s financial condition and results of operations and the other purposes for which management uses the measures. 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.

The Company also presents certain of these measures (1) on a “BXP’s Share” basis, which is defined as the consolidated amount, plus the Company’s share of the measure from its unconsolidated joint ventures (calculated based upon the Company’s percentage ownership interest), minus the Company’s partners’ share of the amount from its consolidated joint ventures (calculated based upon the partners’ percentage ownership interests). Management believes that presenting “BXP’s Share” of these measures provides useful information to investors regarding the Company’s financial condition and/or results of operations because it includes the Company’s share of the applicable amount from unconsolidated joint ventures and excludes the Company’s partners’ share from consolidated joint ventures. The Company has several significant joint ventures and presenting various financial measures in this manner can help investors better understand the Company’s financial condition and/or results of operations after taking into account its economic interest in these joint ventures. The Company cautions investors that the ownership percentages used in calculating “BXP’s Share” of these measures may not completely and accurately depict all of the legal and economic implications of holding an interest in a consolidated or unconsolidated joint venture. For example, in addition to partners’ interests in profits and capital, partnership agreements vary in the allocation of rights regarding decision making (both routine and major decisions), distributions, transferability of interests, liquidations, etc. As a result, presentations of BXP’s Share of a measure should be considered with and as a supplement to the Company’s financial information presented in accordance with GAAP.

Annualized Rental Obligations

Annualized Rental Obligations is defined as Rental Obligations at the end of the reporting period, multiplied by twelve (12).

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.

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 Physical Occupancy

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

Debt to Market Capitalization Ratio

Consolidated Debt to Consolidated Market Capitalization Ratio is defined as consolidated debt as a percentage of the market value of the Company’s outstanding equity securities plus the Company’s consolidated debt, and it is a measure of leverage commonly used by analysts in the REIT sector. Consolidated Market Capitalization is the sum of (A) the Company’s consolidated debt plus (B) the market value of the Company’s outstanding equity securities calculated using the closing price per share of common stock of the Company, as reported by the New York Stock Exchange, 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, (4) on and after February 6, 2015, which was the end of the performance period for 2012 OPP Units and thus the date earned, common units issuable upon conversion of 2012 OPP Units that were issued in the form of LTIP Units, (5) on and after February 4, 2016, which was the end of the performance period for 2013 MYLTIP Units and thus the date earned, common units issuable upon conversion of 2013 MYLTIP Units that were issued in the form of LTIP Units and (6) on and after February 3, 2017, which was the end of the performance period for 2014 MYLTIP Units and thus the date earned, common units issuable upon conversion of 2014 MYLTIP Units that were issued in the form of LTIP Units plus (C) outstanding shares of 5.25% Series B Cumulative Redeemable Preferred Stock multiplied by their fixed liquidation preference of $2,500 per share. The calculation of 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. Because their three-year performance periods have not yet ended, 2015, 2016 and 2017 MYLTIP Units are not included. The Company also presents BXP’s Share of Market Capitalization, which is calculated in a similar manner, except that BXP’s Share of Debt is utilized instead of the Company’s consolidated debt in both the numerator and the denominator. The Company presents these ratios because its degree of leverage could affect its ability to obtain additional financing for working capital, capital expenditures, acquisitions, development or other general corporate purposes and because different investors and lenders consider one or both of these ratios. Investors should understand that these ratios are, 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 the Company’s capacity to incur additional debt to finance its activities or its ability to manage its existing debt obligations. However, for a company like Boston Properties, Inc., whose assets are primarily income-producing real estate, these ratios may provide investors with an alternate indication of leverage, so long as they are 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 the Company’s outstanding indebtedness.

Funds Available for Distribution (FAD) and FAD Payout Ratio

In addition to FFO, the Company presents Funds Available for Distribution to common shareholders and common unitholders (FAD), which is a non-GAAP financial measure that is calculated by (1) adding to FFO lease transaction costs that qualify as rent inducements, non-real estate depreciation, non-cash losses (gains) from early extinguishments of debt, stock-based compensation expense, 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 maintenance capital expenditures, hotel improvements, equipment upgrades and replacements, 2nd generation tenant improvement and leasing commissions (included in the period in which the lease commences), non-cash termination income adjustment (fair value lease amounts) and impairments of non-depreciable real estate. The Company believes that the presentation of FAD provides useful information to investors regarding the Company’s results of operations because FAD provides supplemental information regarding the Company’s operating performance that would not otherwise be available and may be useful to investors in assessing the Company’s operating performance. Additionally, although the Company does not consider FAD to be a liquidity measure, as it does not make adjustments to reflect changes in working capital or the actual timing of the payment of income or expense items that are accrued in the period, the Company believes that FAD may provide investors with useful supplemental information regarding the Company’s ability to generate cash from its operating performance and the impact of the Company’s operating performance on its ability to make distributions to its shareholders. Furthermore, the Company believes that FAD is frequently used by analysts, investors and other interested parties in the evaluation of its performance as a REIT and, as a result, by presenting FAD the Company is assisting these parties in their evaluation. FAD should not be considered as a substitute for net income (loss) attributable to Boston Properties, Inc.‘s common shareholders determined in accordance with GAAP or any other GAAP financial measures and should only be considered together with and as a supplement to the Company’s financial information prepared in accordance with GAAP.

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

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FIRST QUARTER 2017

DEFINITIONS (continued)

Funds from Operations (FFO)

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”), the Company calculates Funds from Operations, or “FFO,” by adjusting net income (loss) attributable to Boston Properties, Inc. common shareholders (computed in accordance with GAAP) for gains (or losses) from sales of properties, impairment losses on depreciable real estate consolidated on the Company’s balance sheet, impairment losses on its 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 the Company’s share of income (loss) from unconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure, but the Company believes the presentation of FFO, combined with the presentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and has helped make comparisons of REIT operating results more meaningful. Management generally considers FFO and FFO per share to be useful measures for understanding and comparing the Company’s operating results 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 differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO and FFO per share can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other companies.

The Company’s 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. In order to facilitate a clear understanding of the Company’s operating results, FFO should be examined in conjunction with net income attributable to Boston Properties, Inc. common shareholders as presented in the Company’s consolidated financial statements. FFO should not be considered as a substitute for net income attributable to Boston Properties, Inc. common shareholders (determined in accordance with GAAP) or any other GAAP financial measures and should only be considered together with and as a supplement to the Company’s financial information prepared in accordance with GAAP.

In-Service Properties

The Company treats a property as being “in-service” upon the earlier of (1) lease-up and completion of tenant improvements or (2) one year after cessation of major construction activity as determined under GAAP. The determination as to when an entire 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, the Company specifies a single date for treating a property as “in-service,” which is generally later than the date the property is partially placed in-service under 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 either occupied or held available for occupancy, the Company ceases capitalizing costs on that portion, even though it may not treat the property as being “in-service,” and continues to capitalize only those costs associated with the portion still under construction. In-service properties include properties held by the Company’s unconsolidated joint ventures.

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.

Net Operating Income (NOI)

Net operating income (NOI) is a non-GAAP financial measure equal to net income attributable to Boston Properties, Inc. common shareholders, the most directly comparable GAAP financial measure, plus (1) preferred dividends, net income attributable to noncontrolling interests, corporate general and administrative expense, transaction costs, depreciation and amortization and interest expense, less (2) gains on sales of real estate, development and management services income, income from unconsolidated joint ventures, interest and other income and gains from investments in securities. In some cases the Company also presents (1) NOI – cash basis, which is NOI after eliminating the effects of straight-lining of rent, fair value lease revenue, ground rent expense, and lease transaction costs that qualify as rent inducements in accordance with GAAP and (2) NOI and NOI – cash basis, in each case excluding termination income.

The Company uses these measures internally as performance measures and believes they provide useful information to investors regarding the Company’s results of operations and financial condition because, when compared across periods, they reflect 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. 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. Similarly, interest expense may be incurred at the property level even though the financing proceeds may be used at the corporate level (e.g., used for other investment activity). In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance measures at the property level. Presenting NOI – cash allows investors to compare NOI performance across periods without taking into account the effect of certain non-cash rental revenues and ground rent expenses. Similar to depreciation and amortization, fair value lease revenues, because of historical cost accounting, may distort operating performance measures at the property level. Additionally, presenting NOI excluding the impact of the straight-lining of rent provides investors with an alternative view of operating performance at the property level that more closely reflects net cash generated at the property level on an unleveraged basis. Presenting NOI measures that exclude termination income provides investors with additional information regarding operating performance at a property level that allows them to compare operating performance between periods without taking into account termination income, which can distort the results for any given period because they generally represent multiple months or years of a tenant’s rental obligations that are paid in a lump sum in connection with a negotiated early termination of the tenant’s lease and are not reflective of the core ongoing operating performance of the Company’s properties.

Rental Obligations

Rental Obligations is defined as the contractual base rents (but excluding percentage rent) and budgeted reimbursements from tenants under existing leases. These amounts exclude rent abatements.

Same Properties

In the Company’s 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 the Company throughout each period presented. The Company refers to properties acquired or placed in-service prior to the beginning of the earliest period presented and owned by the Company 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 27-29 indicate by footnote the “In-Service Properties” that are not included in “Same Properties.”

EX-99.2

Exhibit 99.2

LOGO

800 Boylston Street

Boston, MA 02199

AT THE COMPANY

Michael LaBelle

Executive Vice President,

Chief Financial Officer and Treasurer

(617) 236-3352

Arista Joyner

Investor Relations Manager

(617) 236-3343

BOSTON PROPERTIES ANNOUNCES

FIRST QUARTER 2017 RESULTS

BOSTON, MA, April 25, 2017 - Boston Properties, Inc. (NYSE: BXP), a real estate investment trust, reported results today for the first quarter ended March 31, 2017.

Net income attributable to common shareholders was $97.1 million for the quarter ended March 31, 2017, compared to $181.7 million for the quarter ended March 31, 2016. Net income attributable to common shareholders per share (EPS) for the quarter ended March 31, 2017 was $0.63 basic and $0.63 on a diluted basis. This compares to EPS for the quarter ended March 31, 2016 of $1.18 basic and $1.18 on a diluted basis. Net income attributable to common shareholders for the quarter ended March 31, 2016 included gains on sales of real estate aggregating approximately $67.6 million, or $0.39 per share basic and $0.39 per share on a diluted basis, and lease termination income from a tenant in New York City totaling approximately $45.0 million, or $0.26 per share basic and $0.26 per share on a diluted basis. The weighted-average number of basic and diluted shares outstanding totaled approximately 153,860,000 and 154,214,000, respectively, for the quarter ended March 31, 2017 and 153,626,000 and 153,917,000, respectively, for the quarter ended March 31, 2016.

Funds from Operations (FFO) for the quarter ended March 31, 2017 were $228.4 million, or $1.48 per share basic and $1.48 per share diluted. This compares to FFO for the quarter ended March 31, 2016 of $250.7 million, or $1.63 per share basic and $1.63 per share diluted. FFO for the quarter ended March 31, 2016 included lease termination income from a tenant in New York City totaling approximately $45.0 million, or $0.26 per share basic and $0.26 per share on a diluted basis.

The Company’s reported FFO of $1.48 per share diluted equaled the mid-point of the guidance previously provided of $1.47-$1.49 per share diluted.

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The reported results are unaudited and there can be no assurance that these reported results will not vary from the final information for the quarter ended March 31, 2017. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

As of March 31, 2017, the Company’s portfolio consisted of 174 properties aggregating approximately 47.7 million square feet, including eight properties under construction/redevelopment totaling approximately 4.0 million square feet. The overall percentage of leased space for the 163 properties in service (excluding the Company’s two residential properties and hotel) as of March 31, 2017 was 90.4%.

Transactions completed subsequent to March 31, 2017:

•

On April 19, 2017, the Company completed the sale of a parcel of land at 30 Shattuck Road located in Andover, Massachusetts for a gross sale price of approximately $5.0 million.

•

On April 21, 2017, the Company exercised its option to ground lease, with the future right to purchase, real property adjacent to the MacArthur BART station located in Oakland, California, that could support the development of a 402-unit residential building and supporting retail space.

•

On April 24, 2017, the Company’s Operating Partnership amended and restated its revolving credit agreement (as amended and restated, the “2017 Credit Facility”). Among other things, the amendment and restatement (1) increased the total commitment of the revolving line of credit (the “Revolving Facility”) from $1.0 billion to $1.5 billion, (2) extended the maturity date from July 26, 2018 to April 24, 2022, (3) reduced the per annum variable interest rates, and (4) added a $500.0 million delayed draw term loan facility (the “Delayed Draw Facility”) that permits the Company’s Operating Partnership to borrow until the first anniversary of the closing date. Based on the Company’s Operating Partnership’s current credit rating, (1) the applicable Eurocurrency margins for the Revolving Facility and Delayed Draw Facility are 87.5 basis points and 95 basis points, respectively and (2) the facility fee on the Revolving Facility commitment is 0.15%. The Delayed Draw Facility has a fee on unused commitments equal to 0.15% per annum. For additional detail on the terms and conditions of the 2017 Credit Facility, refer to the Company’s Form 8-K filed on April 25, 2017.

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•

On April 24, 2017, the Company’s consolidated entity in which it has a 60% interest and that owns 767 Fifth Avenue (the General Motors Building) located in New York City entered into an interest rate lock and commitment agreement with a group of lenders for a fixed interest rate of 3.43% per annum on a ten-year financing totaling $2.3 billion. The Company expects to close on the financing by the end of June 2017, although there can be no assurance that the financing will be consummated on the terms currently contemplated or at all. In conjunction with the interest rate lock and commitment agreement, the consolidated entity terminated its forward-starting interest rate swap contracts with notional amounts aggregating $450.0 million and will pay approximately $14.4 million, which amount will increase the Company’s interest expense over the ten-year term of the financing, resulting in an estimated effective interest rate of approximately 3.65% per annum, including the estimated amortization of financing costs and additional mortgage recording taxes.

EPS and FFO per Share Guidance:

The Company’s guidance for the second quarter and full year 2017 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 on depreciable real estate 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 projected EPS (diluted) for the full year 2017 to $2.60 - $2.68 per share from $2.56 - $2.66 per share. This is an increase of $0.03 per share at the mid-point consisting primarily of a $0.02 per share gain on sale of real estate from the sale of the Company’s 30 Shattuck Road land parcel in the second quarter 2017 and $0.01 per share due to improvement in property operations.

In addition, the Company expects to refinance the mortgage and mezzanine debt secured by its 767 Fifth Avenue property. In conjunction with the refinancing, the Company will repay the outside members’ notes payable of $180 million and accrued interest reducing interest expense by approximately $0.13 per share in 2017. The interest expense is specifically allocated to the outside members causing the interest savings to be entirely offset by an approximately $0.13 per share increase in noncontrolling interests in property partnerships’ share of net income. The Company expects to complete the transaction in June 2017.

The Company’s second quarter 2017 estimates include an approximately $0.05 per share gain on early extinguishment of debt related to the refinancing of the mortgage and mezzanine debt secured by 767 Fifth Avenue consisting of the acceleration of the remaining balance of the historical fair value debt adjustment.


	Second Quarter 2017				Full Year 2017
	Low		High		Low		High

Projected EPS (diluted)	$	0.77	$	0.79	$	2.60	$	2.68

Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.86		0.86		3.57		3.57

Less:
Projected Company Share of Gains on Sales of Real Estate		0.02		0.02		0.02		0.02


Projected FFO per Share (diluted)	$	1.61	$	1.63	$	6.15	$	6.23

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Boston Properties will host a conference call on Wednesday, April 26, 2017 at 10:00 AM Eastern Time, open to the general public, to discuss the first quarter 2017 results, the 2017 projections and related assumptions, and other related matters that may be of interest to investors. The number to call for this interactive teleconference is (877) 706-4503 (Domestic) or (281) 913-8731 (International) and entering the passcode 41573754. A replay of the conference call will be available through May 10, 2017, by dialing (855) 859-2056 (Domestic) or (404) 537-3406 (International) and entering the passcode 41573754. There will also be a live audio webcast of the call which may be accessed on the Company’s website at www.bostonproperties.com in the Investor Relations section. Shortly after the call a replay of the webcast will be available in the Investor Relations section of the Company’s website and archived for up to twelve months following the call.

Additionally, a copy of Boston Properties’ first quarter 2017 “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 real estate investment trust that develops, redevelops, acquires, manages, operates and owns a diverse portfolio of primarily Class A office space totaling 47.7 million square feet and consisting of 164 office properties (including six properties under construction), five retail properties, four residential properties (including two properties under construction) and one hotel. The Company is one of the largest owners and developers of Class A office properties in the United States, concentrated in five markets - Boston, Los Angeles, 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 second quarter and full fiscal year 2017, whether as a result of new information, future events or otherwise.

Financial tables follow.

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BOSTON PROPERTIES, INC. CONSOLIDATED BALANCE SHEETS (Unaudited)
	March 31, 2017			December 31, 2016
	(in thousands, except for share and par value amounts)
ASSETS
Real estate, at cost	$	18,931,136		$	18,862,648
Construction in progress		1,211,324			1,037,959
Land held for future development		249,800			246,656
Less: accumulated depreciation		(4,302,283	)		(4,222,235	)

Total real estate		16,089,977			15,925,028
Cash and cash equivalents		302,939			356,914
Cash held in escrows		51,244			63,174
Investments in securities		25,817			23,814
Tenant and other receivables, net		73,012			92,548
Accrued rental income, net		812,124			799,138
Deferred charges, net		666,677			686,163
Prepaid expenses and other assets		150,905			129,666
Investments in unconsolidated joint ventures		793,932			775,198

Total assets	$	18,966,627		$	18,851,643

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$	2,046,959		$	2,063,087
Unsecured senior notes, net		7,248,152			7,245,953
Unsecured line of credit		105,000			—
Mezzanine notes payable		306,734			307,093
Outside members’ notes payable		180,000			180,000
Accounts payable and accrued expenses		313,723			298,524
Dividends and distributions payable		130,418			130,308
Accrued interest payable		266,714			243,933
Other liabilities		446,489			450,821

Total liabilities		11,044,189			10,919,719

Commitments and contingencies		—			—

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 March 31, 2017 and December 31, 2016		200,000			200,000
Common stock, $0.01 par value, 250,000,000 shares authorized, 153,928,131 and 153,869,075 issued and 153,849,231 and 153,790,175 outstanding at March 31, 2017 and December 31, 2016, respectively		1,538			1,538
Additional paid-in capital		6,339,970			6,333,424
Dividends in excess of earnings		(712,270	)		(693,694	)
Treasury common stock at cost, 78,900 shares at March 31, 2017 and December 31, 2016		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(50,983	)		(52,251	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,775,533			5,786,295
Noncontrolling interests:
Common units of the Operating Partnership		617,252			614,982
Property partnerships		1,529,653			1,530,647

Total equity		7,922,438			7,931,924

Total liabilities and equity	$	18,966,627		$	18,851,643

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BOSTON PROPERTIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
	Three months ended March 31,
	2017			2016
	(in thousands, except for per share amounts)
Revenue
Rental
Base rent	$	503,562		$	536,128
Recoveries from tenants		89,164			89,586
Parking and other		25,610			24,825

Total rental revenue		618,336			650,539
Hotel revenue		7,420			8,757
Development and management services		6,472			6,689

Total revenue		632,228			665,985

Expenses
Operating
Rental		228,287			219,172
Hotel		7,091			7,634
General and administrative		31,386			29,353
Transaction costs		34			25
Depreciation and amortization		159,205			159,448

Total expenses		426,003			415,632

Operating income		206,225			250,353
Other income (expense)
Income from unconsolidated joint ventures		3,084			1,791
Interest and other income		614			1,505
Gains from investments in securities		1,042			259
Interest expense		(95,534	)		(105,309	)

Income before gains on sales of real estate		115,431			148,599
Gains on sales of real estate		133			67,623

Net income		115,564			216,222
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(4,424	)		(10,464	)
Noncontrolling interest—common units of the Operating Partnership		(11,432	)		(21,393	)

Net income attributable to Boston Properties, Inc.		99,708			184,365
Preferred dividends		(2,625	)		(2,618	)

Net income attributable to Boston Properties, Inc. common shareholders	$	97,083		$	181,747

Basic earnings per common share attributable to Boston Properties, Inc. common shareholders:
Net income	$	0.63		$	1.18

Weighted average number of common shares outstanding		153,860			153,626

Diluted earnings per common share attributable to Boston Properties, Inc. common shareholders:
Net income	$	0.63		$	1.18

Weighted average number of common and common equivalent shares outstanding		154,214			153,917

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BOSTON PROPERTIES, INC. FUNDS FROM OPERATIONS (1) (Unaudited)
	Three months ended March 31,
	2017			2016
	(in thousands, except for per share amounts)
Net income attributable to Boston Properties, Inc. common shareholders	$	97,083		$	181,747
Add:
Preferred dividends		2,625			2,618
Noncontrolling interest—common units of the Operating Partnership		11,432			21,393
Noncontrolling interests in property partnerships		4,424			10,464
Less:
Gains on sales of real estate		133			67,623

Income before gains on sales of real estate		115,431			148,599
Add:
Depreciation and amortization		159,205			159,448
Noncontrolling interests in property partnerships’ share of depreciation and amortization		(21,415	)		(19,555	)
Company’s share of depreciation and amortization from unconsolidated joint ventures		9,041			4,496
Corporate-related depreciation and amortization		(525	)		(364	)
Less:
Noncontrolling interests in property partnerships		4,424			10,464
Preferred dividends		2,625			2,618

Funds from operations (FFO) attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.)		254,688			279,542
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		26,305			28,854

Funds from operations attributable to Boston Properties, Inc. common shareholders	$	228,383		$	250,688

Boston Properties, Inc.’s percentage share of funds from operations - basic		89.67	%		89.68	%

Weighted average shares outstanding - basic		153,860			153,626

FFO per share basic	$	1.48		$	1.63

Weighted average shares outstanding - diluted		154,214			153,917

FFO per share diluted	$	1.48		$	1.63

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(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) for gains (or losses) from sales of properties, impairment losses on depreciable real estate consolidated on our balance sheet, impairment losses on our 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 our share of income (loss) from unconsolidated partnerships and joint ventures. FFO is a non-GAAP financial measure, but we believe the presentation of FFO, combined with the presentation of required GAAP financial measures, has improved the understanding of operating results of REITs among the investing public and has helped make comparisons of REIT operating results more meaningful. Management generally considers FFO and FFO per share to be useful measures for understanding and comparing our operating results 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 differ across owners of similar assets in similar condition based on historical cost accounting and useful life estimates), FFO and FFO per share can help investors compare the operating performance of a company’s real estate across reporting periods and to the operating performance of other 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.

In order to facilitate a clear understanding of the Company’s operating results, FFO should be examined in conjunction with net income attributable to Boston Properties, Inc. common shareholders as presented in the Company’s consolidated financial statements. FFO should not be considered as a substitute for net income attributable to Boston Properties, Inc. common shareholders (determined in accordance with GAAP) or any other GAAP financial measures and should only be considered together with and as a supplement to the Company’s financial information prepared in accordance with GAAP.

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BOSTON PROPERTIES, INC. PORTFOLIO LEASING PERCENTAGES
	% Leased by Location
	March 31, 2017			December 31, 2016
Boston		91.0	%		90.7	%
New York		90.4	%		90.2	%
San Francisco and Los Angeles		90.0	%		89.8	%
Washington, DC		90.0	%		89.9	%

Total Portfolio		90.4	%		90.2	%

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