SEC Filing

Third Quarter, 2017

Tentatively November 1, 2017

Fourth Quarter, 2017

Tentatively January 30, 2018

First Quarter, 2018

Tentatively April 24, 2018

Second Quarter, 2018

Tentatively July 31, 2018

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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): August 1, 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 August 1, 2017, Boston Properties, Inc. (the “Company”), the general partner of Boston Properties Limited Partnership, issued a press release announcing its financial results for the second 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 June 30, 2017.

*99.2		Press release dated August 1, 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: August 1, 2017

EXHIBIT INDEX


Exhibit No.		Description

*99.1		Boston Properties, Inc. Supplemental Operating and Financial Data for the quarter ended June 30, 2017.

*99.2		Press release dated August 1, 2017.

*	Filed herewith.

EX-99.1

Exhibit 99.1

LOGO

Supplemental Operating and Financial Data

for the Quarter Ended June 30, 2017

LOGO

SECOND 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,” “budgeted,” “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 photos: Salesforce Tower (left), interior of 680 Folsom Street (top right) and 690 Folsom Street (bottom right), San Francisco, CA)

LOGO

SECOND 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 48.4 million square feet and consisting of 164 office properties (including six properties under construction/redevelopment), five retail properties, five residential properties (including three 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 35 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 June 30, 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)		175
Total Square Feet (includes unconsolidated joint ventures)		48.4 million
Common shares outstanding, plus common units and LTIP units (other than unearned Multi-Year Long-Term Incentive Program (“MYLTIP”) Units) on an as-converted basis (1)		171.9 million
Dividend - Quarter/Annualized		$0.75/$3.00
Dividend Yield		2.44%
Consolidated Market Capitalization		$31.6 billion
BXP’s Share of Market Capitalization (2)		$30.7 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 reconciliation of Consolidated Market Capitalization to BXP’s Share of Market Capitalization, see page 14.

LOGO

SECOND QUARTER 2017

INVESTOR INFORMATION


Board of Directors		Management
Joel I. Klein	Dr. Jacob A. Frenkel	Raymond A. Ritchey	John F. Powers
Lead Independent Director	Director, Chair of Nominating &	Senior Executive Vice President	Executive Vice President,
	Corporate Governance Committee		New York Region
Owen D. Thomas		Michael E. LaBelle
Chief Executive Officer and Director	Matthew J. Lustig	Executive Vice President, Chief Financial	Frank D. Burt
	Director	Officer and Treasurer	Senior Vice President, General Counsel
Douglas T. Linde
President and Director	Alan J. Patricof	Peter D. Johnston	Michael R. Walsh
	Director	Executive Vice President,	Senior Vice President, Chief Accounting Officer
Bruce W. Duncan		Washington, DC Region
Director	Martin Turchin
	Director	Bryan J. Koop
Karen E. Dykstra		Executive Vice President,
Director	David A. Twardock	Boston Region
	Director, Chair of Audit
Carol B. Einiger	Committee	Robert E. Pester
Director, Chair of Compensation		Executive Vice President,
Committee		San Francisco Region

Chairman Emeritus
Mortimer B. Zuckerman

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


	Q2 2017			Q1 2017			Q4 2016			Q3 2016			Q2 2016
High Closing Price	$	136.87		$	139.88		$	133.39		$	143.61		$	133.13
Low Closing Price	$	120.27		$	127.00		$	114.07		$	130.03		$	123.71
Average Closing Price	$	126.45		$	132.59		$	124.31		$	138.78		$	128.38
Closing Price, at the end of the quarter	$	123.02		$	132.41		$	125.78		$	136.29		$	131.90
Dividends per share	$	0.75		$	0.75		$	0.75		$	0.65		$	0.65
Closing dividend yield—annualized		2.44	%		2.27	%		2.39	%		1.91	%		1.97	%
Closing common shares outstanding, plus common units and LTIP units (other than unearned MYLTIP Units) on an as-converted basis (thousands) (1)		171,949			171,938			171,774			171,775			171,772
Closing market value of outstanding shares and units (thousands)	$	21,353,166		$	22,966,310		$	21,805,734		$	23,611,215		$	22,856,727

(1)

For additional detail, see page 14.

Timing

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

LOGO

SECOND QUARTER 2017

RESEARCH COVERAGE


Equity Research Coverage		Debt Research Coverage	Rating Agencies
Jacob Kilstein	Craig Mailman / Jordan Sadler	Andrew Mollay	Stephen Boyd
Argus Research Company	KeyBanc Capital Markets	Bank of America Merrill Lynch	Fitch Ratings
646.747.5447	917.368.2316 / 917.368.2280	646.855.6435	212.908.9153

Jeffrey Spector / Jamie Feldman	Richard Anderson	Peter Troisi	Ranjini Venkatesan
Bank of America Merrill Lynch	Mizuho Securities	Barclays	Moody’s Investors Service
646.855.1363 / 646.855.5808	212.205.8445	212.412.3695	212.553.3828

Ross Smotrich	Vikram Malhotra	Thomas Cook	Anita Ogbara
Barclays Capital	Morgan Stanley	Citi Investment Research	Standard & Poor’s
212.526.2306	212.761.7064	212.723.1112	212.438.5077

John Kim	Brad Schwer	Mark Streeter
BMO Capital	Morningstar	J.P. Morgan Securities
212.885.4115	312.244.7061	212.834.5086

Tom Catherwood	Mike Carroll	Thierry Perrein / Jason Jones
BTIG	RBC Capital Markets	Wells Fargo
212.593.7510	440.715.2649	704.715.8455 / 704.715.7932

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	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

Anthony Paolone
J.P. Morgan Securities 212.622.6682

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

SECOND QUARTER 2017

GUIDANCE

The Company’s guidance for the third 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, the timing of the lease-up of available space and development deliveries and the earnings impact of the events referenced in the earnings release issued on August 1, 2017 and otherwise referenced during the Company’s conference call scheduled for August 2, 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.


	Third Quarter 2017					Full Year 2017
	Low			High		Low			High
Projected EPS (diluted)	$	0.65	-	$	0.67	$	2.72	-	$	2.77
Add:
Projected Company share of real estate depreciation and amortization		0.87	-		0.87		3.50	-		3.50
Less:
Projected Company share of gains on sales of real estate		—	-		—		0.02	-		0.02

Projected FFO per share (diluted)	$	1.52	-	$	1.54	$	6.20	-	$	6.25

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 (excluding termination income)		2.00	%	-		3.00	%
Increase in BXP’s Share of Same Property net operating income - cash (excluding termination income)		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)	$	75,000		-	$	85,000
Hotel net operating income	$	13,000		-	$	15,000
Termination income	$	21,000		-	$	25,000
Other income (expense):
Development and management services income	$	30,000		-	$	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	)

LOGO

SECOND 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
	30-Jun-17			31-Mar-17			31-Dec-16			30-Sep-16			30-Jun-16
Net income attributable to Boston Properties, Inc. common shareholders	$	133,709		$	97,083		$	147,214		$	76,753		$	96,597
Net income attributable to Boston Properties, Inc. per share - basic	$	0.87		$	0.63		$	0.96		$	0.50		$	0.63
Net income attributable to Boston Properties, Inc. per share - diluted	$	0.87		$	0.63		$	0.96		$	0.50		$	0.63
FFO attributable to Boston Properties, Inc. (1)	$	257,881		$	228,383		$	236,898		$	219,564		$	220,595
Diluted FFO per share (1)	$	1.67		$	1.48		$	1.54		$	1.42		$	1.43
Dividends per common share	$	0.75		$	0.75		$	0.75		$	0.65		$	0.65
Funds available for distribution to common shareholders and common unitholders (FAD) (1) (2)	$	172,723		$	178,002		$	151,183		$	149,725		$	160,948
Ratios:
Interest Coverage Ratio (excluding capitalized interest) (3)		4.28			3.88			3.86			3.49			3.63
Interest Coverage Ratio (including capitalized interest) (3)		3.67			3.40			3.46			3.17			3.28
FFO Payout Ratio (2)		44.91	%		50.68	%		48.70	%		45.77	%		45.45	%
FAD Payout Ratio (2)		74.72	%		72.49	%		85.28	%		74.63	%		69.42	%
Selected Items (4):
Revenue	$	656,907		$	632,228		$	636,061		$	625,228		$	623,546
Partners’ share of revenue from consolidated joint ventures		(73,027	)		(70,178	)		(69,766	)		(69,391	)		(69,609	)
BXP’s share of revenue from unconsolidated joint ventures		26,174			25,650			24,828			25,271			18,825

BXP’s Share of revenue	$	610,054		$	587,700		$	591,123		$	581,108		$	572,762
Straight-line rent	$	3,060		$	12,023		$	14,711		$	11,107		$	(6,503	)
Partners’ share of straight-line rent from consolidated joint ventures		3,326			(590	)		(1,103	)		(707	)		(718	)
BXP’s share of straight-line rent from unconsolidated joint ventures		2,435			3,563			3,696			3,285			1,787

BXP’s Share of straight-line rent	$	8,821		$	14,996		$	17,304		$	13,685		$	(5,434	)
Fair value lease revenue (5)	$	5,464		$	5,390		$	6,840		$	6,547		$	8,808
Partners’ share of fair value lease revenue from consolidated joint ventures (5)		(1,580	)		(1,575	)		(2,194	)		(2,084	)		(3,031	)
BXP’s share of fair value lease revenue from unconsolidated joint ventures (5)		492			493			494			511			(1	)

BXP’s Share of fair value lease revenue	$	4,376		$	4,308		$	5,140		$	4,974		$	5,776
Lease termination fees	$	13,601		$	3,918		$	504		$	(170	)	$	7,654
Partners’ share of lease termination fees from consolidated joint ventures		(2,506	)		(1,310	)		(31	)		421			(44	)
BXP’s share of termination income from unconsolidated joint ventures		404			316			13			8			4

BXP’s Share of termination income	$	11,499		$	2,924		$	486		$	259		$	7,614
Fair value interest adjustment and hedge amortization	$	7,319		$	10,323		$	10,145		$	10,378		$	11,272
Partners’ share of fair value interest adjustment and hedge amortization from consolidated joint ventures		(3,464	)		(4,627	)		(4,598	)		(4,569	)		(4,540	)
BXP’s share of fair value interest adjustment and hedge amortization from unconsolidated joint ventures		—			—			—			—			—

BXP’s Share of fair value interest adjustment	$	3,855		$	5,696		$	5,547		$	5,809		$	6,732
Ground rent expense (6)	$	3,462		$	3,459		$	3,460		$	3,471		$	3,469
Gains (losses) from early extinguishments of debt	$	14,354		$	—		$	—		$	(371	)	$	—
Capitalized interest	$	14,283		$	12,345		$	10,281		$	9,788		$	9,899
Capitalized wages	$	4,930		$	3,947		$	5,376		$	4,155		$	4,467
Operating margins [(rental revenue—rental expense)/rental revenue]		63.8	%		63.1	%		63.6	%		62.3	%		64.0	%
Income from unconsolidated joint ventures	$	3,108		$	3,084		$	2,585		$	1,464		$	2,234
BXP’s share of funds from operations (FFO) from unconsolidated joint ventures	$	12,737	(7)	$	12,125		$	11,277		$	10,592		$	6,852
Net income attributable to noncontrolling interests in property partnerships	$	15,203		$	4,424		$	(2,121	)	$	(17,225	)	$	6,814
FFO attributable to noncontrolling interests in property partnerships	$	34,530	(8)	$	25,839		$	25,135		$	23,682		$	26,183

(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)	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.

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

(7)	For additional detail, see page 18.

(8)	For additional detail, see page 20.

LOGO

SECOND 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.


	30-Jun-17			31-Mar-17			31-Dec-16			30-Sep-16			30-Jun-16
Balance Sheet Items:
Above-market rents (included within Prepaid Expenses and Other Assets)	$	30,810		$	33,923		$	37,079		$	40,346		$	43,780
Below-market rents (included within Other Liabilities)	$	115,869		$	123,545		$	132,495		$	142,595		$	152,576
Accrued ground rent expense, net liability (included within Prepaid Expenses and Other Assets and Other Liabilities)	$	43,753		$	43,356		$	42,717		$	41,718		$	40,687
Outside members’ notes payable (1)	$	—		$	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
Capitalization:
Common Stock Price @ Quarter End	$	123.02		$	132.41		$	125.78		$	136.29		$	131.90
Equity Value @ Quarter End	$	21,353,166		$	22,966,310		$	21,805,734		$	23,611,215		$	22,856,727
Consolidated Debt	$	10,236,639		$	9,886,845		$	9,796,133		$	9,808,922		$	9,934,084
Add:
BXP’s share of Unconsolidated Joint Venture Debt (2)		317,724			317,719			318,193			350,225			350,831
Less:
Partners’ share of Consolidated Debt (5)		1,211,485			1,138,446			1,144,473			1,150,462			1,156,399

BXP’s Share of Debt (3)(4)	$	9,342,878		$	9,066,118		$	8,969,853		$	9,008,685		$	9,128,516

Consolidated Market Capitalization	$	31,589,805		$	32,853,155		$	31,601,867		$	33,420,137		$	32,790,811
Consolidated Debt/Consolidated Market Capitalization (3)		32.40	%		30.09	%		31.00	%		29.35	%		30.30	%
BXP’s Share of Market Capitalization (3)(4)	$	30,696,044	(6)	$	32,032,428		$	30,775,587		$	32,619,900		$	31,985,243
BXP’s Share of Debt/BXP’s Share of Market Capitalization (3)(4)		30.44	% (6)		28.30	%		29.15	%		27.62	%		28.54	%

(1)

On June 7, 2017, the Company’s consolidated entity in which it has a 60% interest and that owns 767 Fifth Avenue (the General Motors Building) in New York City completed the refinancing of the indebtedness that had been secured by direct and indirect interests in the property. For further information, reference the Company’s 2nd quarter earnings press release.

(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

SECOND QUARTER 2017

CONSOLIDATED BALANCE SHEETS

(unaudited and in thousands)


	30-Jun-17			31-Mar-17			31-Dec-16			30-Sep-16			30-Jun-16
ASSETS
Real estate	$	19,015,077		$	18,931,136		$	18,862,648		$	18,704,856		$	18,690,403
Construction in progress (1)		1,348,838			1,211,324			1,037,959			954,013			865,359
Land held for future development (2)		250,451			249,800			246,656			243,887			241,106
Less accumulated depreciation		(4,379,446	)		(4,302,283	)		(4,222,235	)		(4,113,553	)		(4,056,716	)

Total real estate		16,234,920			16,089,977			15,925,028			15,789,203			15,740,152
Cash and cash equivalents		492,435			302,939			356,914			419,323			1,180,044
Cash held in escrows		47,345			51,244			63,174			63,980			65,654
Investments in securities		26,781			25,817			23,814			23,022			21,775
Tenant and other receivables, net		88,687			73,012			92,548			76,258			84,861
Accrued rental income, net		820,022			812,124			799,138			785,569			776,816
Deferred charges, net		658,219			666,677			686,163			680,192			697,823
Prepaid expenses and other assets		93,985			150,905			129,666			176,693			144,222
Investments in unconsolidated joint ventures		819,368			793,932			775,198			775,659			252,618

Total assets	$	19,281,762		$	18,966,627		$	18,851,643		$	18,789,899		$	18,963,965

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$	2,986,283		$	2,046,959		$	2,063,087		$	2,077,707		$	3,189,013
Unsecured senior notes, net		7,250,356			7,248,152			7,245,953			7,243,767			6,257,274
Unsecured line of credit (3)		—			105,000			—			—			—
Unsecured term loan (3)		—			—			—			—			—
Mezzanine notes payable		—			306,734			307,093			307,448			307,797
Outside members’ notes payable		—			180,000			180,000			180,000			180,000
Accounts payable and accrued expenses		303,559			313,723			298,524			312,979			287,464
Dividends and distributions payable		130,432			130,418			130,308			113,038			113,071
Accrued interest payable		85,172			266,714			243,933			234,628			222,175
Other liabilities		452,608			446,489			450,821			461,079			508,952

Total liabilities		11,208,410			11,044,189			10,919,719			10,930,646			11,065,746

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, 154,307,529, 153,849,231, 153,790,175, 153,773,012 and 153,674,930 outstanding, respectively		1,543			1,538			1,538			1,538			1,537
Additional paid-in capital		6,363,034			6,339,970			6,333,424			6,326,580			6,316,191
Dividends in excess of earnings		(694,320	)		(712,270	)		(693,694	)		(725,522	)		(702,361	)
Treasury common stock, at cost		(2,722	)		(2,722	)		(2,722	)		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(53,161	)		(50,983	)		(52,251	)		(73,943	)		(79,748	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,814,374			5,775,533			5,786,295			5,725,931			5,732,897
Noncontrolling interests:
Common units of the Operating Partnership		604,997			617,252			614,982			608,280			612,385
Property partnerships		1,653,981			1,529,653			1,530,647			1,525,042			1,552,937

Total equity		8,073,352			7,922,438			7,931,924			7,859,253			7,898,219

Total liabilities and equity	$	19,281,762		$	18,966,627		$	18,851,643		$	18,789,899		$	18,963,965

(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.

(3)

On April 24, 2017, the Company amended and restated its revolving credit agreement. Among other things, the agreement (1) increased the total commitment of the revolving line of credit from $1.0 billion to $1.5 billion, (2) extended the maturity date to April 24, 2022, (3) reduced the per annum variable interest rates, and (4) added a $500.0 million Unsecured Term Loan that permits the Company to draw funds until April 24, 2018.

LOGO

SECOND QUARTER 2017

CONSOLIDATED INCOME STATEMENTS

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


	Three Months Ended
	30-Jun-17			31-Mar-17			31-Dec-16			30-Sep-16			30-Jun-16
Revenue
Rental
Base rent	$	520,542		$	503,562		$	498,941		$	489,312		$	493,386
Recoveries from tenants		89,163			89,164			91,123			92,560			85,706
Parking and other		26,462			25,610			25,334			24,638			26,113

Total rental revenue		636,167			618,336			615,398			606,510			605,205
Hotel revenue		13,375			7,420			10,965			12,354			12,808
Development and management services		7,365			6,472			9,698			6,364			5,533

Total revenue		656,907			632,228			636,061			625,228			623,546

Expenses
Operating		116,415			116,415			113,669			117,728			113,212
Real estate taxes		109,509			109,435			108,556			109,480			104,726
Demolition costs		4,530			2,437			1,873			1,352			—
Hotel operating		8,404			7,091			7,736			8,118			7,978
General and administrative (1)		27,141			31,386			25,293			25,165			25,418
Transaction costs		299			34			1,200			249			913
Impairment loss		—			—			—			1,783			—
Depreciation and amortization		151,919			159,205			178,032			203,748			153,175

Total expenses		418,217			426,003			436,359			467,623			405,422

Operating income		238,690			206,225			199,702			157,605			218,124
Other income (expense)
Income from unconsolidated joint ventures		3,108			3,084			2,585			1,464			2,234
Gain on sale of investment in unconsolidated joint venture		—			—			59,370			—			—
Interest and other income		1,504			614			573			3,628			1,524
Gains from investments in securities (1)		730			1,042			560			976			478
Interest expense (2)		(95,143	)		(95,534	)		(97,896	)		(104,641	)		(105,003	)
Gains (losses) from early extinguishments of debt		14,354			—			—			(371	)		—
Losses from interest rate contracts		—			—			—			(140	)		—

Income before gains on sales of real estate		163,243			115,431			164,894			58,521			117,357
Gains on sales of real estate		3,767			133			—			12,983			—

Net income		167,010			115,564			164,894			71,504			117,357
Net income attributable to noncontrolling interests
Noncontrolling interest in property partnerships		(15,203	)		(4,424	)		2,121			17,225			(6,814	)
Noncontrolling interest—common units of the Operating Partnership (3)		(15,473	)		(11,432	)		(17,097	)		(9,387	)		(11,357	)

Net income attributable to Boston Properties, Inc.		136,334			99,708			149,918			79,342			99,186
Preferred dividends		(2,625	)		(2,625	)		(2,704	)		(2,589	)		(2,589	)

Net income attributable to Boston Properties, Inc. common shareholders	$	133,709		$	97,083		$	147,214		$	76,753		$	96,597

INCOME PER SHARE OF COMMON STOCK (EPS)
Net income attributable to Boston Properties, Inc. per share - basic	$	0.87		$	0.63		$	0.96		$	0.50		$	0.63

Net income attributable to Boston Properties, Inc. per share - diluted	$	0.87		$	0.63		$	0.96		$	0.50		$	0.63

(1)

General and administrative expense includes $(730), $(1,042), $(560), $(976) and $(478) and gains from investments in securities include $730, $1,042, $560, $976 and $478 for the three months ended June 30, 2017, March 31, 2017, December 31, 2016, September 30, 2016 and June 30, 2016, respectively, related to the Company’s deferred compensation plan.

(2)

For the three months ended June 30, 2017, March 31, 2017, December 31, 2016, September 30, 2016 and June 30, 2016, interest expense includes $7,078, $9,178, $8,933, $8,694 and $8,461, 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. For additional detail see page 8.

(3)

Equals noncontrolling interest—common units of the Operating Partnership’s share of 10.19%, 10.33%, 10.25%, 10.28% and 10.33% of income before net income attributable to noncontrolling interests in Operating Partnership after deduction for preferred distributions for the three months ended June 30, 2017, March 31, 2017, December 31, 2016, September 30, 2016 and June 30, 2016, respectively.

LOGO

SECOND QUARTER 2017

FUNDS FROM OPERATIONS (FFO)

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


	Three Months Ended
	30-Jun-17			31-Mar-17			31-Dec-16			30-Sep-16			30-Jun-16
Net income attributable to Boston Properties, Inc. common shareholders	$	133,709		$	97,083		$	147,214		$	76,753		$	96,597
Add:
Preferred dividends		2,625			2,625			2,704			2,589			2,589
Noncontrolling interest - common units of the Operating Partnership		15,473			11,432			17,097			9,387			11,357
Noncontrolling interests in property partnerships		15,203			4,424			(2,121	)		(17,225	)		6,814
Less:
Gains on sales of real estate		3,767			133			—			12,983			—

Income before gains on sales of real estate		163,243			115,431			164,894			58,521			117,357
Add:
Depreciation and amortization		151,919			159,205			178,032			203,748			153,175
Noncontrolling interests in property partnerships’ share of depreciation and amortization		(19,327	)		(21,415	)		(27,256	)		(40,907	)		(19,369	)
BXP’s share of depreciation and amortization from unconsolidated joint ventures		9,629			9,041			8,692			9,128			4,618
Corporate-related depreciation and amortization		(486	)		(525	)		(449	)		(393	)		(362	)
Less:
Gain on sale of investment in unconsolidated joint venture		—			—			59,370			—			—
Noncontrolling interests in property partnerships		15,203			4,424			(2,121	)		(17,225	)		6,814
Preferred dividends		2,625			2,625			2,704			2,589			2,589

FFO attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.) (“Basic FFO”)		287,150			254,688			263,960			244,733			246,016
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of FFO		29,269			26,305			27,062			25,169			25,421

FFO attributable to Boston Properties, Inc. common shareholders	$	257,881		$	228,383		$	236,898		$	219,564		$	220,595

Boston Properties, Inc.’s percentage share of Basic FFO		89.81	%		89.67	%		89.75	%		89.72	%		89.67	%

Basic FFO per share	$	1.67		$	1.48		$	1.54		$	1.43		$	1.44

Weighted average shares outstanding - basic		154,177			153,860			153,814			153,754			153,662

Diluted FFO per share	$	1.67		$	1.48		$	1.54		$	1.42		$	1.43

Weighted average shares outstanding - diluted		154,331			154,214			153,991			154,136			153,860

Reconciliation to Diluted FFO:
Basic FFO	$	287,150		$	254,688		$	263,960		$	244,733		$	246,016
Add:
Effect of dilutive securities - stock-based compensation		—			—			—			—			—

Diluted FFO		287,150			254,688			263,960			244,733			246,016
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of diluted
FFO		29,243			26,251			27,034			25,113			25,391

Boston Properties, Inc.’s share of Diluted FFO	$	257,907		$	228,437		$	236,926		$	219,620		$	220,625

Reconciliation of Shares/Units for Diluted FFO:
Shares/units for Basic FFO		171,675			171,581			171,385			171,379			171,370
Add:
Effect of dilutive securities - stock-based compensation (shares/units)		154			354			177			382			198

Shares/units for Diluted FFO		171,829			171,935			171,562			171,761			171,568
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of Diluted FFO (shares/units)		17,498			17,721			17,571			17,625			17,708

Boston Properties, Inc.’s share of shares/units for Diluted FFO		154,331			154,214			153,991			154,136			153,860

Boston Properties, Inc.’s percentage share of Diluted FFO		89.82	%		89.69	%		89.76	%		89.74	%		89.68	%

LOGO

SECOND QUARTER 2017

FUNDS AVAILABLE FOR DISTRIBUTION (FAD)

(in thousands, except for ratio amounts)


	Three Months Ended
	30-Jun-17			31-Mar-17			31-Dec-16			30-Sep-16			30-Jun-16
Net income attributable to Boston Properties, Inc. common shareholders	$	133,709		$	97,083		$	147,214		$	76,753		$	96,597
Add:
Preferred dividends		2,625			2,625			2,704			2,589			2,589
Noncontrolling interest - common units of the Operating Partnership		15,473			11,432			17,097			9,387			11,357
Noncontrolling interests in property partnerships		15,203			4,424			(2,121	)		(17,225	)		6,814
Less:
Gains on sales of real estate		3,767			133			—			12,983			—

Income before gains on sales of real estate		163,243			115,431			164,894			58,521			117,357
Add:
Depreciation and amortization		151,919			159,205			178,032			203,748			153,175
Noncontrolling interests in property partnerships’ share of depreciation and amortization		(19,327	)		(21,415	)		(27,256	)		(40,907	)		(19,369	)
BXP’s share of depreciation and amortization from unconsolidated joint ventures		9,629			9,041			8,692			9,128			4,618
Corporate-related depreciation and amortization		(486	)		(525	)		(449	)		(393	)		(362	)
Less:
Gain on sale of investment in unconsolidated joint venture		—			—			59,370			—			—
Noncontrolling interests in property partnerships		15,203			4,424			(2,121	)		(17,225	)		6,814
Preferred dividends		2,625			2,625			2,704			2,589			2,589

Basic FFO		287,150			254,688			263,960			244,733			246,016
Straight-line rent		(3,060	)		(12,023	)		(14,711	)		(11,107	)		6,503
Partners’ share of straight-line rent from consolidated joint ventures		(3,326	)		590			1,103			707			718
BXP’s share of straight-line rent from unconsolidated joint ventures		(2,435	)		(3,563	)		(3,696	)		(3,285	)		(1,787	)
Lease transaction costs that qualify as rent inducements (1)		115			682			487			861			2,200
Partners’ share of lease transaction costs that qualify as rent inducements from consolidated joint ventures (1)		—			—			—			—			—
BXP’s share of lease transaction costs that qualify as rent inducements from unconsolidated joint ventures (1)		223			132			43			15			—
Fair value lease revenue (2)		(5,464	)		(5,390	)		(6,840	)		(6,547	)		(8,808	)
Partners’ share of fair value lease revenue from consolidated joint ventures (2)		1,580			1,575			2,194			2,084			3,031
BXP’s share of fair value lease revenue from unconsolidated joint ventures (2)		(492	)		(493	)		(494	)		(511	)		1
Non-cash losses (gains) from early extinguishments of debt		(14,444	)		—			—			371			—
Partners’ share of non-cash losses (gains) from early extinguishments of debt from consolidated joint ventures		5,878			—			—			—			—
BXP’s share of non-cash losses (gains) from early extinguishments of debt from unconsolidated joint ventures		—			—			—			—			—
Non-cash termination income adjustment (fair value lease amounts)		(525	)		(403	)		7			—			141
Partners’ share of non-cash termination income adjustment (fair value lease amounts) from consolidated joint ventures		210			161			(3	)		—			(41	)
BXP’s share of non-cash termination income adjustment (fair value lease amounts) from unconsolidated joint ventures		(214	)		—			—			—			—
Straight-line ground rent expense adjustment (3)		398			639			998			1,031			935
Stock-based compensation		8,435			10,802			7,621			7,643			7,578
Non-real estate depreciation		486			525			449			393			362
Impairment loss		—			—			—			1,783			—
Fair value interest adjustment and hedge amortization		(7,319	)		(10,323	)		(10,145	)		(10,378	)		(11,272	)
Partners’ share of fair value interest adjustment and hedge amortization from consolidated joint ventures		3,464			4,627			4,598			4,569			4,540
BXP’s share of fair value interest adjustment and hedge amortization from unconsolidated joint ventures		—			—			—			—			—
2nd generation tenant improvements and leasing commissions		(85,427	)		(48,730	)		(75,708	)		(69,742	)		(74,719	)
Partners’ share of 2nd generation tenant improvements and leasing commissions from consolidated joint ventures		200			123			449			805			1,247
BXP’s share of 2nd generation tenant improvements and leasing commissions from unconsolidated joint ventures		(159	)		(1,164	)		(1,472	)		(18	)		(8,616	)
Unearned portion of capitalized fees from consolidated joint ventures		607			537			1,787			250			2,697
Maintenance capital expenditures (4)		(11,643	)		(10,677	)		(16,334	)		(11,889	)		(9,654	)
Partners’ share of maintenance capital expenditures from consolidated joint ventures (4)		1,004			2,129			1,197			377			422
BXP’s share of maintenance capital expenditures from unconsolidated joint ventures (4)		(17	)		(211	)		(437	)		(283	)		(112	)
Hotel improvements, equipment upgrades and replacements		(2,502	)		(6,231	)		(3,870	)		(2,137	)		(434	)

Funds available for distribution to common shareholders and common unitholders (FAD) (A)	$	172,723		$	178,002		$	151,183		$	149,725		$	160,948

Distributions to common shareholders and unitholders (excluding any special distributions) (B)	$	129,055		$	129,040		$	128,930		$	111,739		$	111,737
FAD Payout Ratio (B÷A)		74.72	%		72.49	%		85.28	%		74.63	%		69.42	%

(1)	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.

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

(3)

Includes the straight-line impact of the Company’s 99-year ground and air rights lease related to the Company’s 100 Clarendon Street garage and Back Bay Transit Station. The Company has allocated contractual ground lease payments aggregating approximately $34.4 million, which it expects to incur by the end of 2020 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.

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

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SECOND QUARTER 2017

INTEREST COVERAGE RATIOS

(in thousands, except for ratio amounts)


	Three Months Ended
	30-Jun-17			31-Mar-17			31-Dec-16			30-Sep-16			30-Jun-16
Net income attributable to Boston Properties, Inc. common shareholders	$	133,709		$	97,083		$	147,214		$	76,753		$	96,597
Add:
Preferred dividends		2,625			2,625			2,704			2,589			2,589
Noncontrolling interest - common units of the Operating Partnership		15,473			11,432			17,097			9,387			11,357
Noncontrolling interests in property partnerships		15,203			4,424			(2,121	)		(17,225	)		6,814
Less:
Gains on sales of real estate		3,767			133			—			12,983			—

Income before gains on sales of real estate		163,243			115,431			164,894			58,521			117,357
Noncontrolling interests in property partnerships		(15,203	)		(4,424	)		2,121			17,225			(6,814	)
Interest expense		95,143			95,534			97,896			104,641			105,003
Partners’ share of interest expense from consolidated joint ventures		(16,401	)		(17,259	)		(17,579	)		(17,460	)		(17,177	)
BXP’s share of interest expense from unconsolidated joint ventures		3,822			3,749			3,654			4,025			4,010
Depreciation and amortization expense		151,919			159,205			178,032			203,748			153,175
Noncontrolling interests in property partnerships’ share of depreciation and amortization		(19,327	)		(21,415	)		(27,256	)		(40,907	)		(19,369	)
BXP’s share of depreciation and amortization from unconsolidated joint ventures		9,629			9,041			8,692			9,128			4,618
Gain on sale of investment in unconsolidated joint venture		—			—			(59,370	)		—			—
Non-cash losses (gains) from early extinguishments of debt		(14,444	)		—			—			371			—
Partners’ share of non-cash losses (gains) from early extinguishments of debt from consolidated joint ventures		5,878			—			—			—			—
BXP’s share of non-cash losses (gains) from early extinguishments of debt from unconsolidated joint ventures		—			—			—			—			—
Impairment loss		—			—			—			1,783			—
Non-cash termination income adjustment (fair value lease amounts)		(525	)		(403	)		7			—			141
Partners’ share of non-cash termination income adjustment (fair value lease amounts) from consolidated joint ventures		210			161			(3	)		—			(41	)
BXP’s share of non-cash termination income adjustment (fair value lease amounts) from unconsolidated joint ventures		(214	)		—			—			—			—
Stock-based compensation		8,435			10,802			7,621			7,643			7,578
Straight-line ground rent expense adjustment (1)		398			639			998			1,031			935
Straight-line rent		(3,060	)		(12,023	)		(14,711	)		(11,107	)		6,503
Partners’ share of straight-line rent from consolidated joint ventures		(3,326	)		590			1,103			707			718
BXP’s share of straight-line rent from unconsolidated joint ventures		(2,435	)		(3,563	)		(3,696	)		(3,285	)		(1,787	)
Lease transaction costs that qualify as rent inducements (2)		115			682			487			861			2,200
Partners’ share of lease transaction costs that qualify as rent inducements from consolidated joint ventures (2)		—			—			—			—			—
BXP’s share of lease transaction costs that qualify as rent inducements from unconsolidated joint ventures (2)		223			132			43			15			—
Fair value lease revenue (3)		(5,464	)		(5,390	)		(6,840	)		(6,547	)		(8,808	)
Partners’ share of fair value lease revenue from consolidated joint ventures (3)		1,580			1,575			2,194			2,084			3,031
BXP’s share of fair value lease revenue from unconsolidated joint ventures (3)		(492	)		(493	)		(494	)		(511	)		1

Subtotal (A)	$	359,704		$	332,571		$	337,793		$	331,966		$	351,274

Divided by:
Interest expense	$	95,143		$	95,534		$	97,896		$	104,641		$	105,003
Partners’ share of interest expense from consolidated joint ventures		(16,401	)		(17,259	)		(17,579	)		(17,460	)		(17,177	)
BXP’s share of interest expense from unconsolidated joint ventures		3,822			3,749			3,654			4,025			4,010
Fair value interest adjustment		7,319			10,323			10,145			10,378			11,272
Partners’ share of fair value interest adjustment from consolidated joint ventures		(3,464	)		(4,627	)		(4,598	)		(4,569	)		(4,540	)
BXP’s share of fair value interest adjustment from unconsolidated joint ventures		—			—			—			—			—
Amortization of financing costs		(2,442	)		(1,967	)		(1,964	)		(1,889	)		(1,704	)
Partners’ share of amortization of financing costs from consolidated joint ventures		206			9			39			38			38
BXP’s share of amortization of financing costs from unconsolidated joint ventures		(102	)		(100	)		(100	)		(113	)		(112	)

Adjusted interest expense excluding capitalized interest (B)		84,081			85,662			87,493			95,051			96,790
Capitalized interest		14,283			12,345			10,281			9,788			10,222
Partners’ share of capitalized interest from consolidated joint ventures		(238	)		(251	)		(203	)		(21	)		—
BXP’s share of capitalized interest from unconsolidated joint ventures		(6	)		(6	)		—			—			—

Adjusted interest expense including capitalized interest (C)	$	98,120		$	97,750		$	97,571		$	104,818		$	107,012

Interest Coverage Ratio (excluding capitalized interest) (A÷B) (4)		4.28			3.88			3.86			3.49			3.63

Interest Coverage Ratio (including capitalized interest) (A÷C) (4)		3.67			3.40			3.46			3.17			3.28

(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 Transit Station. The Company has allocated contractual ground lease payments aggregating approximately $34.4 million, which it expects to incur by the end of 2020 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)	Consists of lease transaction costs that qualify as rent inducements in accordance with GAAP. Lease transaction costs are generally included in 2nd generation tenant improvements and leasing commissions.

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

(4)

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 declining. The ratios may also be used to compare the financial condition of different companies, 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 and therefore its overall financial condition.

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SECOND QUARTER 2017

CAPITAL STRUCTURE

(in thousands, except percentages)

Consolidated Debt


	Aggregate Principal June 30, 2017
Mortgage Notes Payable	$	3,022,907
Unsecured Line of Credit		—
Delayed Draw Term Loan		—
Unsecured Senior Notes, at face value		7,300,000

Subtotal		10,322,907
Discount on Unsecured Senior Notes		(17,474	)
Deferred Financing Costs, Net		(68,794	)

Consolidated Debt	$	10,236,639

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	%	$	6,765	$	7,489	$	985,746
1/20/2016		2/1/2026		1,000,000		3.766	%		3.650	%		99.708	%		2,568		6,991		990,441
6/27/2013		2/1/2024		700,000		3.916	%		3.800	%		99.694	%		1,413		3,702		694,885
4/11/2013		9/1/2023		500,000		3.279	%		3.125	%		99.379	%		1,972		2,479		495,549
6/11/2012		2/1/2023		1,000,000		3.954	%		3.850	%		99.779	%		1,261		4,365		994,374
11/10/2011		11/15/2018		850,000		3.853	%		3.700	%		99.767	%		426		2,616		846,958
11/18/2010		5/15/2021		850,000		4.289	%		4.125	%		99.260	%		2,640		1,891		845,469
4/19/2010		11/15/2020		700,000		5.708	%		5.625	%		99.891	%		290		1,293		698,417
10/9/2009		10/15/2019		700,000		5.967	%		5.875	%		99.931	%		139		1,344		698,517

			$	7,300,000										$	17,474	$	32,170	$	7,250,356

Equity


	Shares/Units Outstanding as of 6/30/2017		Common Stock Equivalents		Equivalent Value (2)
Common Stock		154,308		154,308	$	18,982,970
Common Operating Partnership Units		17,641		17,641		2,170,196
5.25% Series B Cumulative Redeemable Preferred Stock (non-callable through March 27, 2018)		80		—		200,000

Total Equity				171,949	$	21,353,166

Consolidated Debt					$	10,236,639
Add:
BXP’s share of unconsolidated joint venture debt (3)						317,724
Less:
Partners’ share of consolidated debt (4)						1,211,485

BXP’s Share of Debt (5)					$	9,342,878

Consolidated Market Capitalization					$	31,589,805

BXP’s Share of Market Capitalization (5)					$	30,696,044

(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 June 30, 2017 closing price of $123.02 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.

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SECOND QUARTER 2017

DEBT ANALYSIS (1)

as of June 30, 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		—			—			—			—			—			—			—
Unsecured Term Loan		—			—			—			—			—			—			—

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

Fixed Rate Debt:
767 Fifth Avenue (The GM Building) (60% ownership)	$	—		$	—		$	—		$	—		$	—		$	2,300,000		$	2,300,000
601 Lexington Avenue (55% ownership)		6,603			13,684			14,349			15,045			15,776			614,710			680,167
New Dominion Technology Park, Building One		1,465			3,100			3,340			3,598			22,906			—			34,409
University Place		878			1,849			1,981			2,123			1,500			—			8,331

Mortgage Notes Payable		8,946			18,633			19,670			20,766			40,182			2,914,710			3,022,907
Deferred Financing Costs, Net		(1,964	)		(3,930	)		(3,930	)		(3,930	)		(3,840	)		(19,030	)		(36,624	)

Mortgage Notes Payable, Net	$	6,982		$	14,703		$	15,740		$	16,836		$	36,342		$	2,895,680		$	2,986,283

Unsecured Senior Notes, Face Amount	$	—		$	850,000		$	700,000		$	700,000		$	850,000		$	4,200,000		$	7,300,000
Discount Amortization		(1,334	)		(2,696	)		(2,503	)		(2,528	)		(2,063	)		(6,350	)		(17,474	)
Deferred Financing Costs, Net		(3,093	)		(6,019	)		(5,036	)		(4,510	)		(3,648	)		(9,864	)		(32,170	)

Unsecured Senior Notes, Net	$	(4,427	)	$	841,285		$	692,461		$	692,962		$	844,289		$	4,183,786		$	7,250,356

Total Fixed Rate Debt	$	2,555		$	855,988		$	708,201		$	709,798		$	880,631		$	7,079,466		$	10,236,639

Consolidated Debt	$	2,555		$	855,988		$	708,201		$	709,798		$	880,631		$	7,079,466		$	10,236,639

% of Consolidated Debt		0.03	%		8.36	%		6.92	%		6.93	%		8.60	%		69.16	%		100.00	%
Balloon Payments	$	—		$	850,000		$	700,000		$	700,000		$	872,906		$	7,110,648		$	10,233,554
Scheduled Principal Amortization	$	8,946		$	18,633		$	19,670		$	20,766		$	17,276		$	4,062		$	89,353
GAAP Weighted Average Floating Rate Debt (2)		—			—			—			—			—			—			—

GAAP Weighted Average Fixed Rate Debt (2)		5.51	%		3.89	%		5.96	%		5.70	%		4.39	%		3.78	%		4.13	%

Total GAAP Weighted Average Rate (2)		5.51	%		3.89	%		5.96	%		5.70	%		4.39	%		3.78	%		4.13	%

Total Stated Weighted Average Rate		5.44	%		3.77	%		5.87	%		5.63	%		4.32	%		3.67	%		4.03	%

Unsecured Credit Facility—Matures April 24, 2022


	Facility			Outstanding at 6/30/2017			Letters of Credit			Remaining Capacity at 6/30/2017
Unsecured Line of Credit	$	1,500,000		$	—		$	1,530		$	1,498,470
Unsecured Term Loan	$	500,000		$	—			N/A		$	500,000

*Unsecured and Secured Debt Analysis*

	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity (years)
Unsecured Debt		70.83	%		4.12	%		4.21	%		5.4
Secured Debt		29.17	%		3.79	%		3.96	%		8.7

Consolidated Debt		100.00	%		4.03	%		4.13	%		6.4

Floating and Fixed Rate Debt Analysis


	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity (years)
Floating Rate Debt		—			—			—			—
Fixed Rate Debt		100.00	%		4.03	%		4.13	%		6.4

Consolidated Debt		100.00	%		4.03	%		4.13	%		6.4

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

(2)	The GAAP interest rate differs from the stated interest rate due to the inclusion of the amortization of financing charges and the effects of hedging transactions.

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SECOND 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 June 30, 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.


			June 30, 2017
Total Assets:
Capitalized Property Value (1)			$	23,896,187
Cash and Cash Equivalents				492,435
Investments in Securities				26,781
Undeveloped Land, at Cost (including BXP’s share of unconsolidated joint ventures)				296,456
Development in Process, at Cost (including BXP’s share of unconsolidated joint ventures)				1,611,719

Total Assets			$	26,323,578


Unencumbered Assets			$	20,866,098

Consolidated Secured Debt (Fixed and Variable) (2)			$	3,073,830
Unconsolidated Joint Venture Debt (3)				318,857
Contingent Liabilities & Letters of Credit				7,379
Unsecured Debt (4)				7,300,000

Total Outstanding Debt			$	10,700,066

Consolidated EBITDA:
Income before Gains on Sales of Real Estate (per Consolidated Income Statement)			$	163,243
Subtract: Income from Unconsolidated Joint Ventures (per Consolidated Income Statement)				(3,108	)
Subtract: Gains from Investments in Securities (per Consolidated Income Statement)				(730	)
Subtract: Gains from Early Extinguishments of Debt (per Consolidated Income Statement)				(14,354	)
Add: Interest Expense (per Consolidated Income Statement)				95,143
Add: Depreciation and Amortization (per Consolidated Income Statement)				151,919

EBITDA				392,113
Add: BXP’s share of unconsolidated joint venture EBITDA				16,290

Consolidated EBITDA			$	408,403

Adjusted Interest Expense:
Interest Expense (per Consolidated Income Statement)			$	95,143
Add: BXP’s share of unconsolidated joint venture interest expense				3,822
Less: Amortization of financing costs (including BXP’s share of unconsolidated joint ventures)				(2,544	)
Less: Interest expense funded by construction loan draws				—

Adjusted Interest Expense			$	96,421

	Test		Actual
Covenant Ratios and Related Data
Total Outstanding Debt/Total Assets		Less than 60%		40.6	%
Secured Debt/Total Assets		Less than 50%		12.9	%
Interest Coverage (Annualized Consolidated EBITDA to Annualized Interest Expense)		Greater than 1.50x		4.24
Unencumbered Assets/ Unsecured Debt		Greater than 150%		285.8	%

Unencumbered Consolidated Property EBITDA (5)			$	338,436

Unencumbered Interest Coverage (Unencumbered Consolidated Property EBITDA to Unsecured Interest Expense)				4.50

% of Unencumbered Consolidated Property EBITDA to Consolidated EBITDA				82.9	%

# of in-service unencumbered properties				152

(1)	Capitalized Property Value 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 $50,923 and deferred financing costs, net of $36,624.

(3)	Excludes aggregate deferred financing costs, net of $1,133.

(4)	Excludes aggregate debt discount of $17,474 and deferred financing costs, net of $32,170.

(5)

Unencumbered Consolidated Property EBITDA is a non-GAAP financial measure equal to Consolidated EBITDA excluding corporate revenue and expenses, encumbered consolidated Property EBITDA, EBITDA from land and properties that have either been disposed of or not fully placed in-service and items that, in 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 June 30, 2017, these excluded amounts were approximately $(18,728), $76,490, $(2,038) and $14,243, respectively.

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SECOND QUARTER 2017

UNCONSOLIDATED JOINT VENTURES (1)

as of June 30, 2017

(dollars in thousands)

Balance Sheet Information


Property	BXP’s Nominal Ownership			Net Equity			Mortgage/ Construction Loans Payable, Net
540 Madison Avenue		60.00	%	$	68,325		$	71,888
Market Square North		50.00	%		(7,490	)		61,006
Metropolitan Square		20.00	%		2,496			32,929
901 New York Avenue		25.00	%		(9,719	)		55,915
Wisconsin Place Parking Facility		33.33	%		40,704			—
Annapolis Junction (2)		50.00	%		19,392			44,745
500 North Capitol Street, N.W.		30.00	%		(3,396	)		31,395
Colorado Center		49.80	%		514,747			—
The Hub on Causeway—Podium		50.00	%		45,616			—
The Hub on Causeway—Hotel		50.00	%		1,561			—
The Hub on Causeway—Residential		50.00	%		23,799			—
1001 6th Street		50.00	%		42,428			—
Dock 72		50.00	%		55,646			—
1265 Main Street		50.00	%		4,654			19,846

					798,763
Investments with deficit balances reflected within Other Liabilities					20,605

Investment in Joint Ventures				$	819,368		$	317,724

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%)		582			1,205			1,265			58,091			—			—			61,143
901 New York Avenue (25%)		—			—			—			970			1,095			54,185			56,250
Metropolitan Square (20%)		280			586			620			31,501						—			32,987
500 North Capitol Street, N.W. (30%)		—			—			—			—			—			31,500			31,500
1265 Main Street (50%)		186			383			398			413			429			18,238			20,047
Annapolis Junction Building One (50%)		256			19,519			—			—			—			—			19,775	(3)
Annapolis Junction Buildings Seven & Eight (50%)		163			326			17,723			—			—			—			18,212
Annapolis Junction Building Six (50%)		135			6,808			—			—			—			—			6,943
Dock 72 (50%)		—			—			—			—			—			—			—

		1,602			100,827			20,006			90,975			1,524			103,923			318,857
Deferred Financing Costs, Net		(188	)		(268	)		(186	)		(115	)		(77	)		(299	)		(1,133	)

Mortgage/Construction Loans Payable, Net	$	1,414		$	100,559		$	19,820		$	90,860		$	1,447		$	103,624		$	317,724

GAAP Weighted Average Rate		4.55	%		3.60	%		3.75	%		5.20	%		3.54	%		3.86	%		4.17	%
% of Total Mortgage/Construction Loans Payable, Net		0.45	%		31.65	%		6.24	%		28.60	%		0.46	%		32.60	%		100.00	%
Balloon Payments	$	—		$	98,032		$	17,397		$	88,387		$	—		$	95,437		$	299,253
Scheduled Amortization	$	1,602		$	2,795		$	2,609		$	2,588		$	1,524		$	8,486		$	19,604

Floating and Fixed Rate Debt Analysis


	% of Total Debt			Stated Weighted Average Rate			GAAP Weighted Average Rate			Weighted Average Maturity (years)
Floating Rate Debt		36.71	%		3.41	%		3.60	%		1.2
Fixed Rate Debt		63.29	%		4.44	%		4.50	%		5.9

Total Debt		100.00	%		4.06	%		4.17	%		4.2

(1)	Amounts represent the Company’s share based on its ownership percentage. For additional details, see page 47.

(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

SECOND QUARTER 2017

UNCONSOLIDATED JOINT VENTURES (continued)

(unaudited and dollars in thousands)

Results of Operations

for the three months ended June 30, 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			1265 Main Street			Other Joint Ventures (2)			Total Unconsolidated Joint Ventures
REVENUE
Rental (3)	$	7,044		$	3,424		$	4,695		$	6,900		$	1,011		$	1,888		$	2,905		$	14,572		$	994		$	282		$	43,715
Operating recoveries		696			863			1,367			1,246			255			566			1,243			500			194			—			6,930
Straight-line rent		(635	)		1,121			1,746			518			—			212			88			1,282			—			—			4,332
Fair value lease revenue		—			—			—			—			—			—			—			96			—			—			96
Termination income		—			—			(13	)		—			—			—			—			—			—			—			(13	)

Total revenue		7,105			5,408			7,795			8,664			1,266			2,666			4,236			16,450			1,188			282			55,060

EXPENSES
Operating		3,483			2,363			3,593			3,405			480			1,561			1,403			5,217			215			383			22,103

NET OPERATING INCOME/(LOSS)		3,622			3,045			4,202			5,259			786			1,105			2,833			11,233			973			(101	)		32,957
Interest		813			1,506			2,369			2,075			—			1,163			1,116			—			385			—			9,427
Depreciation and amortization		1,881			1,001			1,953			1,489			1,383			1,070			954			4,088			405			—			14,224

SUBTOTAL		2,694			2,507			4,322			3,564			1,383			2,233			2,070			4,088			790			—			23,651

NET INCOME/(LOSS)	$	928		$	538		$	(120	)	$	1,695		$	(597	)	$	(1,128	)	$	763		$	7,145		$	183		$	(101	)	$	9,306

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)	$	556		$	269		$	(24	)	$	449	(4)	$	(169	)	$	(564	)	$	229		$	3,558		$	91		$	(51	)	$	4,344
Basis differential
Rental	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	(208	)	$	—		$	—		$	(208	)
Straight-line rent		—			—			—			—			—			—			—			888	(5)		—			—			888
Fair value lease revenue		—			—			—			—			—			—			—			444	(5)		—			—			444
Termination income		—			—			—			—			—			—			—			407			—			—			407
Depreciation and amortization		173			(2	)		(5	)		(6	)		(7	)		(4	)		5			(2,917	)(5)		(4	)		—			(2,767	)

Total basis differential (6)		173			(2	)		(5	)		(6	)		(7	)		(4	)		5			(1,386	)(5)		(4	)		—			(1,236	)

Income/(loss) from unconsolidated joint ventures	$	729		$	267		$	(29	)	$	443	(4)	$	(176	)	$	(568	)	$	234		$	2,172		$	87		$	(51	)	$	3,108
Gain on investment		—			—			—			—			—			—			—			—			—			—			—
BXP’s share of depreciation & amortization		1,026			521			425			1,151	(4)		474			559			302			4,957			214			—			9,629

BXP’s share of Funds from Operations (FFO)	$	1,755		$	788		$	396		$	1,594		$	298		$	(9	)	$	536		$	7,129		$	301		$	(51	)	$	12,737

BXP’s share of interest expense	$	488		$	753		$	474		$	997	(4)	$	—		$	582		$	335		$	—		$	193		$	—		$	3,822

BXP’s share of amortization of financing costs	$	31		$	10		$	5		$	21		$	—		$	28		$	4		$	—		$	3		$	—		$	102

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

BXP’s share of non-cash termination income adjustment
(fair value lease amounts)	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	214		$	—		$	—		$	214

BXP’s share of revenue (7)	$	4,263		$	2,704		$	1,559		$	4,163	(4)	$	422		$	1,333		$	1,271		$	9,724		$	594		$	141		$	26,174
BXP’s share of operating expenses		2,090			1,181			719			1,636	(4)		160			781			421			2,598			107			191			9,884

BXP’s share of net operating income/(loss) (7)		2,173			1,523			840			2,527	(4)		262			552			850			7,126			487			(50	)		16,290
Less:
BXP’s share of termination income		—			—			(3	)		—	(4)		—			—			—			407			—			—			404

BXP’s share of net operating income/(loss)
(excluding termination income) (7)		2,173			1,523			843			2,527	(4)		262			552			850			6,719			487			(50	)		15,886
Less:
BXP’s share of straight-line rent		(381	)		560			349			249	(4)		—			106			26			1,526			—			—			2,435
BXP’s share of fair value lease revenue		—			—			—			—	(4)		—			—			—			492			—			—			492
Add:
BXP’s share of lease transaction costs that qualify as rent inducements		—			194			—			9	(4)		—			20			—			—			—			—			223

BXP’s share of net operating income/(loss) - cash (excluding termination income) (7)	$	2,554		$	1,157		$	494		$	2,287	(4)	$	262		$	466		$	824		$	4,701		$	487		$	(50	)	$	13,182

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

(2)	Includes The Hub on Causeway, 1001 6th Street and Dock 72.

(3)	Includes approximately $68 of management services income and approximately $81 of interest and other income.

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

(5)	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.

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

(7)	Includes the Company’s share of approximately $39 of management services income and approximately $38 of interest and other income.

LOGO

SECOND QUARTER 2017

CONSOLIDATED JOINT VENTURES

(unaudited and in thousands)

Balance Sheets

as of June 30, 2017


BXP’s ownership percentage		60.00%			55.00%		95.00%


				Norges Joint Ventures
	767 Fifth Avenue (The GM Building)(1)			Times Square Tower 601 Lexington Avenue 100 Federal Street Atlantic Wharf Office(1)		Salesforce Tower(1)		Total Consolidated Joint Ventures
ASSETS
Real estate, net	$	3,394,075		$	2,212,147	$	920,658	$	6,526,880
Cash and cash held in escrows		164,469			160,221		2,245		326,935
Other assets		103,167			179,628		2,711		285,506

Total assets	$	3,661,711		$	2,551,996	$	925,614	$	7,139,321

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$	2,265,255	(2)	$	678,577	$	—	$	2,943,832
Other liabilities		130,049			89,497		67,113		286,659

Total liabilities		2,395,304			768,074		67,113		3,230,491

Equity:
Boston Properties, Inc.		760,735			660,696		833,340		2,254,771
Noncontrolling interests		505,672			1,123,226		25,161		1,654,059	(3)

Total equity		1,266,407			1,783,922		858,501		3,908,830

Total liabilities and equity	$	3,661,711		$	2,551,996	$	925,614	$	7,139,321

Partners’ share of consolidated debt	$	906,125		$	305,360	$	—	$	1,211,485

(1)	Certain balances contain amounts that eliminate in consolidation.

(2)	See footnote 1 on page 8.

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

LOGO

SECOND QUARTER 2017

CONSOLIDATED JOINT VENTURES (continued)

(unaudited and in thousands)

Income Statements

for the three months ended June 30, 2017


				Norges Joint Ventures
				Times Square Tower
				601 Lexington Avenue						Total
	767 Fifth Avenue			100 Federal Street						Consolidated
	(The GM Building)			Atlantic Wharf Office			Salesforce Tower			Joint Ventures
REVENUE
Rental	$	70,224		$	96,883		$	—		$	167,107
Straight-line rent		853			(8,148	)		—			(7,295	)
Fair value lease revenue		3,686			236			—			3,922
Termination income		6,264			—			—			6,264
Parking and other		—			1,287			—			1,287

Total revenue		81,027			90,258			—			171,285

EXPENSES
Operating		28,814			34,282			—			63,096

NET OPERATING INCOME		52,213			55,976			—			108,189
Management services income		(558	)		(710	)		—			(1,268	)
Interest and other income		(59	)		(334	)		(8	)		(401	)
Interest expense		23,321			7,686			—			31,007
Interest expense—outside members’ notes		7,078			—			—			7,078
Fair value interest adjustment		(8,660	)		—			—			(8,660	)
Depreciation and amortization		25,189			20,590			—			45,779
Gain from early extinguishment of debt		(14,606	)								(14,606	)
Other		—			39			—			39

SUBTOTAL		31,705			27,271			(8	)		58,968

NET INCOME/(LOSS)	$	20,508		$	28,705		$	8		$	49,221

BXP’s ownership percentage		60.00	%		55.00	%		95.00	%

Partners’ share of NOI (1)	$	20,885		$	25,189		$	—		$	46,074

BXP’s share of NOI	$	31,328		$	30,787		$	—		$	62,115

Unearned portion of capitalized fees (2)	$	108		$	494		$	5		$	607

Reconciliation of partners’ noncontrolling interest (NCI):
Net income/(loss)	$	20,508		$	28,705		$	8		$	49,221
Add depreciation & amortization—BXP’s basis difference		30			43			—			73
Special allocation—BXP’s basis		—			(89	)		—			(89	)
Add partners’ share of outside members’ loan interest		7,078			—			—			7,078

Net income/(loss) before interest allocation	$	27,616		$	28,659		$	8		$	56,283

Partners’ share of net income before interest allocation (1)	$	11,046		$	12,896		$	—		$	23,942
Partners’ share of outside members’ loan interest (1)		(7,078	)		—			—			(7,078	)
Allocation of management and other fees to non-controlling partners (1)		(762	)		(769	)		—			(1,531	)
Accretion and adjustments (1)		—			—			(130	)		(130	)

Partners’ NCI (1)	$	3,206		$	12,127		$	(130	)	$	15,203

Reconciliation of partners’ share of FFO:
Net income/(loss)	$	20,508		$	28,705		$	8		$	49,221
Add depreciation & amortization		25,189			20,590			—			45,779

Entity FFO	$	45,697		$	49,295		$	8		$	95,000

Partners’ NCI (1)	$	3,206		$	12,127		$	(130	)	$	15,203
Partners’ share of depreciation and amortization after BXP’s basis differential (1)		10,063			9,264			—			19,327

Partners’ share FFO (1)	$	13,269		$	21,391		$	(130	)	$	34,530

Reconciliation of BXP’s share of FFO:
BXP’s share of net income/(loss) adjusted for partners’ NCI	$	17,302		$	16,578		$	138		$	34,018
Depreciation & amortization—BXP’s basis difference		30			43			—			73
BXP’s share of depreciation & amortization		15,095			11,283			—			26,378

BXP’s share of FFO	$	32,427		$	27,904		$	138		$	60,469

Partners’ share of select items (1):
Partners’ share of revenue	$	32,411		$	40,616		$	—		$	73,027

Partners’ share of interest expense	$	12,942		$	3,459		$	—		$	16,401

Partners’ share of fair value interest adjustment	$	(3,464	)	$	—		$	—		$	(3,464	)

Partners’ share of amortization of financing costs	$	170		$	36		$	—		$	206

Partners’ share of capitalized interest	$	18		$	220		$	—		$	238

Partners’ share of non-cash termination income adjustment (fair value lease amounts)	$	(210	)	$	—		$	—		$	(210	)

Partners’ share of non-cash gain on extinguishment of debt	$	5,878		$	—		$	—		$	5,878

Reconciliation of Partners’ share of NOI (1):
Rental revenue	$	32,411		$	40,616		$	—		$	73,027
Less: Termination income		2,506			—			—			2,506

Rental revenue (excluding termination income)		29,905			40,616			—			70,521
Operating expenses		11,526			15,427			—			26,953

NOI (excluding termination income)	$	18,379		$	25,189		$	—		$	43,568

Rental revenue (excluding termination income)	$	29,905		$	40,616			—		$	70,521
Less: Straight-line rent		341			(3,667	)		—			(3,326	)
Fair value lease revenue		1,474			106			—			1,580

Subtotal		28,090			44,177			—			72,267
Less: Operating expenses		11,526			15,427			—			26,953

NOI—cash (excluding termination income)	$	16,564		$	28,750		$	—		$	45,314

(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.

LOGO

SECOND 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
	June 30, 2017			June 30, 2016
Net income attributable to Boston Properties, Inc. common shareholders	$	133,709		$	96,597
Preferred dividends		2,625			2,589

Net income attributable to Boston Properties, Inc.		136,334			99,186
Net income attributable to noncontrolling interests:
Noncontrolling interest—common units of the Operating Partnership		15,473			11,357
Noncontrolling interest in property partnerships		15,203			6,814

Net income		167,010			117,357
Gains on sales of real estate		(3,767	)		—

Income before gains on sales of real estate		163,243			117,357
Add:
Interest expense		95,143			105,003
Depreciation and amortization		151,919			153,175
Transaction costs		299			913
General and administrative expense		27,141			25,418
Subtract:
Gains from early extinguishments of debt		(14,354	)		—
Gains from investments in securities		(730	)		(478	)
Interest and other income		(1,504	)		(1,524	)
Income from unconsolidated joint ventures		(3,108	)		(2,234	)
Development and management services income		(7,365	)		(5,533	)

Net Operating Income (NOI)		410,684			392,097
Add:
BXP’s share of NOI from unconsolidated joint ventures		16,290	(1)		10,672
Subtract:
Partners’ share of NOI from consolidated joint ventures		(46,074	)(2)		(44,208	)

BXP’s Share of NOI		380,900			358,561
Subtract:
Termination income		(13,601	)		(7,654	)
BXP’s share of termination income from unconsolidated joint ventures		(404	)(1)		(4	)
Add:
Partners’ share of termination income from consolidated joint ventures		2,506	(2)		44

BXP’s Share of NOI (excluding termination income)	$	369,401		$	350,947

Net Operating Income (NOI)	$	410,684		$	392,097
Subtract:
Termination income		(13,601	)		(7,654	)
NOI from non Same Properties (excluding termination income) (3)		(9,282	)		(12,292	)

Same Property NOI (excluding termination income)		387,801			372,151
Subtract:
Partners’ share of NOI from consolidated joint ventures (excluding termination income)		(43,568	)(2)		(44,164	)
Add:
Partners’ share of NOI from non Same Properties from consolidated joint ventures (excluding termination income) (3)		(886	)		1,367
BXP’s share of NOI from unconsolidated joint ventures (excluding termination income)		15,886	(1)		10,668
Subtract:
BXP’s share of NOI from non Same Properties from unconsolidated joint ventures (excluding termination income) (3)		(7,206	)		(1,331	)

BXP’s Share of Same Property NOI (excluding termination income)	$	352,027		$	338,691

(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 June 30, 2017 and therefore are no longer a part of the Company’s property portfolio.

LOGO

SECOND QUARTER 2017

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

(in thousands)


	For the three months ended
	June 30, 2017			June 30, 2016
Net income attributable to Boston Properties, Inc. common shareholders	$	133,709		$	96,597
Preferred dividends		2,625			2,589

Net income attributable to Boston Properties, Inc.		136,334			99,186
Net income attributable to noncontrolling interests:
Noncontrolling interest—common units of the Operating Partnership		15,473			11,357
Noncontrolling interest in property partnerships		15,203			6,814

Net income		167,010			117,357
Gains on sales of real estate		(3,767	)		—

Income before gains on sales of real estate		163,243			117,357
Add:
Interest expense		95,143			105,003
Depreciation and amortization		151,919			153,175
Transaction costs		299			913
General and administrative expense		27,141			25,418
Subtract:
Gains from early extinguishments of debt		(14,354	)		—
Gains from investments in securities		(730	)		(478	)
Interest and other income		(1,504	)		(1,524	)
Income from unconsolidated joint ventures		(3,108	)		(2,234	)
Development and management services income		(7,365	)		(5,533	)

Net Operating Income (NOI)		410,684			392,097
Subtract:
Straight-line rent		(3,060	)		6,503
Fair value lease revenue		(5,464	)		(8,808	)
Termination income		(13,601	)		(7,654	)
Add:
Straight-line ground rent expense adjustment (1)		929			971
Lease transaction costs that qualify as rent inducements (2)		115			2,200

NOI—cash (excluding termination income)		389,603			385,309
Subtract:
NOI—cash from non Same Properties (excluding termination income) (3)		(6,818	)		(19,492	)

Same Property NOI—cash (excluding termination income)		382,785			365,817
Subtract:
Partners’ share of NOI—cash from consolidated joint ventures (excluding termination income)		(45,314	) (4)		(40,415	)
Add:
Partners’ share of NOI—cash from non Same Properties from consolidated joint ventures (excluding termination income) (3)		(882	)		1,577
BXP’s share of NOI—cash from unconsolidated joint ventures (excluding termination income)		13,182	(5)		8,881
Subtract:
BXP’s share of NOI—cash from non Same Properties from unconsolidated joint ventures (excluding termination income) (3)		(5,188	)		(689	)

BXP’s Share of Same Property NOI—cash (excluding termination income)	$	344,583		$	335,171

(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 Transit Station 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 $(531) and $(36) for the three months ended June 30, 2017 and 2016, respectively. As of June 30, 2017, the Company has remaining lease payments aggregating approximately $27.1 million, all of which it expects to incur by the end of 2020 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 Transit Station. As a result, the amounts excluded from the adjustment each quarter through 2020 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 12.

(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 June 30, 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

SECOND 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
	30-Jun-17			30-Jun-16			$ Change			% Change			30-Jun-17			30-Jun-16		$ Change			% Change
Rental Revenue	$	612,298		$	582,547								$	17,585		$	16,896
Less: Termination income		13,601			7,540									—			—

Rental revenue (excluding termination income) (2)		598,697			575,007		$	23,690			4.1	%		17,585			16,896	$	689			4.1	%
Less: Operating expenses and real estate taxes		218,442			210,168			8,274			3.9	%		10,039			9,584		455			4.7	%

NOI (excluding termination income) (3)	$	380,255		$	364,839		$	15,416			4.2	%	$	7,546		$	7,312	$	234			3.2	%

Rental revenue (excluding termination income) (2)	$	598,697		$	575,007								$	17,585		$	16,896
Less: Straight-line rent and fair value lease revenue		6,050			7,663			(1,613	)		(21.0	)%		10			19		(9	)		(47.4	)%
Add: Lease transaction costs that qualify as rent inducements (4)		115			377			(262	)		(69.5	)%		—			—		—			—

Subtotal		592,762			567,721			25,041			4.4	%		17,575			16,877		698			4.1	%
Less: Operating expenses and real estate taxes		218,442			210,168			8,274			3.9	%		10,039			9,584		455			4.7	%
Add: Straight-line ground rent expense (5)		929			971			(42	)		(4.3	)%		—			—		—			—

NOI (excluding termination income)—cash	$	375,249		$	358,524		$	16,725			4.7	%	$	7,536		$	7,293	$	243			3.3	%


	Consolidated Total (1)												Unconsolidated Joint Ventures (BXP’s share)
	For the three months ended												For the three months ended
	30-Jun-17			30-Jun-16			$ Change			% Change			30-Jun-17			30-Jun-16		$ Change			% Change
Rental Revenue	$	629,883		$	599,443								$	15,856		$	16,428
Less: Termination income		13,601			7,540									(3	)		4

Rental revenue (excluding termination income) (2)		616,282			591,903		$	24,379			4.1	%		15,859			16,424	$	(565	)		(3.4	)%
Less: Operating expenses and real estate taxes		228,481			219,752			8,729			4.0	%		7,179			7,087		92			1.3	%

NOI (excluding termination income) (3)	$	387,801		$	372,151		$	15,650			4.2	%	$	8,680		$	9,337	$	(657	)		(7.0	)%

Rental revenue (excluding termination income) (2)	$	616,282		$	591,903								$	15,859		$	16,424
Less: Straight-line rent and fair value lease revenue		6,060			7,682			(1,622	)		(21.1	)%		909			1,144		(235	)		(20.5	)%
Add: Lease transaction costs that qualify as rent inducements (4)		115			377			(262	)		(69.5	)%		223			—		223			100.0	%

Subtotal		610,337			584,598			25,739			4.4	%		15,173			15,280		(107	)		(0.7	)%
Less: Operating expenses and real estate taxes		228,481			219,752			8,729			4.0	%		7,179			7,087		92			1.3	%
Add: Straight-line ground rent expense (5)		929			971			(42	)		(4.3	)%		—			—		—			—

NOI (excluding termination income)—cash (6)	$	382,785		$	365,817		$	16,968			4.6	%	$	7,994		$	8,193	$	(199	)		(2.4	)%


	Partners’ share of Consolidated Joint Ventures												BXP’s Share (7)
	For the three months ended												For the three months ended
	30-Jun-17			30-Jun-16			$ Change			% Change			30-Jun-17			30-Jun-16		$ Change			% Change
Rental Revenue	$	72,637		$	67,276								$	573,102		$	548,595
Less: Termination income		2,506			(7	)								11,092			7,551

Rental revenue (excluding termination income) (2)		70,131			67,283		$	2,848			4.2	%		562,010			541,044	$	20,966			3.9	%
Less: Operating expenses and real estate taxes		25,677			24,486			1,191			4.9	%		209,983			202,353		7,630			3.8	%

NOI (excluding termination income) (3)	$	44,454		$	42,797		$	1,657			3.9	%	$	352,027		$	338,691	$	13,336			3.9	%

Rental revenue (excluding termination income) (2)	$	70,131		$	67,283								$	562,010		$	541,044
Less: Straight-line rent and fair value lease revenue		(1,742	)		3,958			(5,700	)		(144.0	)%		8,711			4,868		3,843			78.9	%
Add: Lease transaction costs that qualify as rent inducements (4)		—			—			—			—			338			377		(39	)		(10.3	)%

Subtotal		71,873			63,325			8,548			13.5	%		553,637			536,553		17,084			3.2	%
Less: Operating expenses and real estate taxes		25,677			24,486			1,191			4.9	%		209,983			202,353		7,630			3.8	%
Add: Straight-line ground rent expense (5)		—			—			—			—			929			971		(42	)		(4.3	)%

NOI (excluding termination income)—cash (6)	$	46,196		$	38,839		$	7,357			18.9	%	$	344,583		$	335,171	$	9,412			2.8	%

(1)

Includes 100% share of consolidated joint ventures. Same Property consolidated joint venture properties includes (a) 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 (b) 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 $(531) and $(36) for the three months ended June 30, 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 Transit Station. For additional information, see page 22.

(6)	For a quantitative reconciliation of net income attributable to Boston Properties, Inc. common shareholders to NOI—cash (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

SECOND QUARTER 2017

RESIDENTIAL and HOTEL PERFORMANCE

Rental Rates and Occupancy


	Second Quarter								Percent Change			YTD								Percent Change
	2017					2016			Percent Change			2017					2016			Percent Change
The Avant at Reston Town Center (359 units)
Reston, VA
Average Monthly Rental Rate (1)	$	2,386				$	2,367			0.8	%	$	2,378				$	2,347			1.3	%
Average Rental Rate Per Occupied Square Foot (1)	$	2.64				$	2.60			1.5	%	$	2.61				$	2.57			1.6	%
Average Physical Occupancy (1) (2)		95.9	%				94.0	%		2.0	%		92.9	%				93.4	%		(0.5	)%
Average Economic Occupancy (2)		94.5	%				93.9	%		0.6	%		92.2	%				93.3	%		(1.2	)%
The Lofts at Atlantic Wharf (86 units)
Boston, MA
Average Monthly Rental Rate (3)	$	4,280				$	4,150			3.1	%	$	4,224				$	4,153			1.7	%
Average Rental Rate Per Occupied Square Foot (3)	$	4.71				$	4.59			2.6	%	$	4.69				$	4.57			2.6	%
Average Physical Occupancy (2) (3)		95.4	%				95.4	%		—			94.6	%				96.1	%		(1.6	)%
Average Economic Occupancy (2)		96.9	%				96.4	%		0.5	%		95.3	%				97.6	%		(2.4	)%
Boston Marriott Cambridge (433 rooms)
Cambridge, MA
Average Occupancy		85.9	%	(4	)		84.3	%		1.9	%		76.3	%	(4	)		79.7	%		(4.3	)%
Average Daily Rate	$	304.82		(4	)	$	299.42			1.8	%	$	268.01		(4	)	$	263.61			1.7	%
Revenue per available room	$	261.98		(4	)	$	252.34			3.8	%	$	204.37		(4	)	$	210.21			(2.8	)%

Net Operating Income (dollars in thousands) (5)


	Residential									Hotel
	Second Quarter						Percent Change			Second Quarter					Percent Change
	2017			2016			Percent Change			2017			2016		Percent Change
Rental Revenue	$	4,210	(6)	$	4,088	(6)		3.0	%	$	13,375		$	12,808		4.4	%
Less: Operating expenses and real estate taxes		1,635			1,606			1.8	%		8,404			7,978		5.3	%

Net Operating Income	$	2,575	(6)	$	2,482	(6)		3.7	%	$	4,971		$	4,830		2.9	%

Rental Revenue	$	4,210	(6)	$	4,088	(6)				$	13,375		$	12,808
Less: Straight-line rent and fair value lease revenue		13			18			(27.8	)%		(3	)		1		(400.0	)%

Subtotal		4,197			4,070			3.1	%		13,378			12,807		4.5	%
Less: Operating expenses and real estate taxes		1,635			1,606			1.8	%		8,404			7,978		5.3	%

Net Operating Income—cash basis	$	2,562	(6)	$	2,464	(6)		4.0	%	$	4,974		$	4,829		3.0	%

(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, which is near substantial completion. 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 $531 and $483 for the three months ended June 30, 2017 and 2016, respectively.

LOGO

SECOND QUARTER 2017

CAPITAL EXPENDITURES, TENANT IMPROVEMENT COSTS and LEASING COMMISSIONS

(dollars in thousands, except PSF amounts)

Capital Expenditures


	Q2 2017			Q1 2017			2016			2015			2014
Maintenance capital expenditures	$	11,643		$	10,677		$	59,838		$	56,383		$	45,618
Partners’ share of maintenance capital expenditures from consolidated joint ventures		(1,004	)		(2,129	)		(2,569	)		(5,565	)		(4,377	)
BXP’s share of maintenance capital expenditures from unconsolidated joint ventures		17			211			1,029			1,653			1,369
Hotel improvements, equipment upgrades and replacements (1)		2,502			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		396			62			230			—			—
Repositioning capital expenditures (2)		39,582			30,722			58,446			9,744			—
Partners’ share of repositioning capital expenditures from consolidated joint ventures		(9,357	)		(5,740	)		(2,746	)		—			—
BXP’s share of repositioning capital expenditures from unconsolidated joint ventures (3)		105			41			494			76			—

Total BXP’s Share of Capital Expenditures	$	43,884		$	40,075		$	121,610		$	70,790		$	58,591

2nd Generation Tenant Improvements and Leasing Commissions (4)


	Q2 2017		Q1 2017		2016		2015		2014
Square feet		1,340,600		914,880		4,970,991		5,204,123		3,936,046

Tenant improvements and lease commissions PSF	$	63.96	$	55.92	$	62.04	$	45.40	$	29.60

(1)	Includes capital expenditures related to a room renovation project totaling approximately $2,300 for the quarter ended Q2 2017 and $8,800 in prior periods.

(2)

Q2 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

SECOND QUARTER 2017

PORTFOLIO OVERVIEW

for the three months ended June 30, 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		12,634,737			863,587			77,480			330,000			13,905,804
New York		11,230,735			378,910			—			—			11,609,645
San Francisco and Los Angeles		6,847,612			354,782			—			—			7,202,394
Washington, DC		9,896,422			692,167			329,195			—			10,917,784

Total		40,609,506			2,289,446			406,675			330,000			43,635,627

% of Total		93.1	%		5.2	%		0.9	%		0.8	%		100.0	%

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


			Rental Revenue
Unit Type	Square Feet		Consolidated				Partners’ share from Consolidated Joint Ventures (3)			BXP’s share from Unconsolidated Joint Ventures (4)		Total		% of Total
Office		40,609,506	$	556,601			$	(65,524	)	$	22,834	$	513,911		85.3	%
Retail		2,289,446		49,664				(6,621	)		950		43,993		7.3	%
Residential		406,675		3,521				—			—		3,521		0.6	%
Hotel		330,000		13,294	(5	)		—			—		13,294		2.2	%
Parking and other		N/A		26,462	(6	)		(882	)		2,313		27,893		4.6	%

Total		43,635,627	$	649,542			$	(73,027	)	$	26,097	$	602,612		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		38,213,530			2,214,729			406,675			330,000			41,164,934
% of Properties In-Service		94.1	%		96.7	%		100.0	%		100.0	%		94.3	%

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


Geographic Area	Office			Residential			Hotel			Total
Boston		29.7	%		0.2	%		1.3	%		31.2	%
New York		30.5	%		—			—			30.5	%
San Francisco and Los Angeles		18.0	%		—			—			18.0	%
Washington, DC		19.8	%		0.5	%		—			20.3	%

Total		98.0	%		0.7	%		1.3	%		100.0	%


Geographic Area	CBD			Suburban			Total
Boston		24.6	%		6.6	%		31.2	%
New York		27.8	%		2.7	%		30.5	%
San Francisco and Los Angeles		14.6	%		3.4	%		18.0	%
Washington, DC		8.6	%		11.7	%		20.3	%

Total		75.6	%		24.4	%		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)	For additional information, see page 18.

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

(6)	Includes approximately $1,800 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

SECOND QUARTER 2017

IN-SERVICE PROPERTY LISTING

as of June 30, 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		1,751,028		84.0	%	$	64.11		N		CBD
100 Federal Street (55% ownership)	CBD Boston MA		1		1,241,458		93.4	%		53.57		N		CBD
800 Boylston Street - The Prudential Center	CBD Boston MA		1		1,235,777		97.9	%		59.97		N		CBD
111 Huntington Avenue - The Prudential Center	CBD Boston MA		1		860,455		97.3	%		63.02		N		CBD
Atlantic Wharf Office (55% ownership)	CBD Boston MA		1		793,827		100.0	%		68.97		N		CBD
(3) Prudential Center (retail shops)	CBD Boston MA		1		547,962		95.3	%		81.56		N		CBD
101 Huntington Avenue - The Prudential Center	CBD Boston MA		1		505,583		91.7	%		48.03		N		CBD
(3) Star Market at the Prudential Center	CBD Boston MA		1		57,235		100.0	%		54.37		N		CBD

			8		6,993,325		93.2	%	$	62.11

355 Main Street	East Cambridge MA		1		265,342		100.0	%	$	71.70		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		100.0	%		55.60		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
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

			9		1,607,828		100.0	%	$	55.27

Bay Colony Corporate Center	Route 128 Mass Turnpike MA		4		995,699		78.3	%	$	39.32		N		S
Reservoir Place	Route 128 Mass Turnpike MA		1		526,985		99.0	%		35.44		N		S
140 Kendrick Street	Route 128 Mass Turnpike MA		3		380,987		100.0	%		37.95		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		93.4	%		36.72		N		S
230 CityPoint	Route 128 Mass Turnpike MA		1		298,890		85.9	%		36.12		N		S
200 West Street	Route 128 Mass Turnpike MA		1		256,245		99.3	%		36.81		N		S
(4) 10 CityPoint	Route 128 Mass Turnpike MA		1		241,460		96.6	%		47.18		N		S
77 CityPoint	Route 128 Mass Turnpike MA		1		209,707		100.0	%		47.63		N		S
(4)(5) 1265 Main Street (50% ownership)	Route 128 Mass Turnpike MA		1		114,969		100.0	%		43.86		Y		S
(4) Reservoir Place North	Route 128 Mass Turnpike MA		1		73,258		0.0	%		—		N		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	%		19.47		N		S
Lexington Office Park	Route 128 Northwest MA		2		166,606		71.2	%		27.03		N		S
91 Hartwell Avenue	Route 128 Northwest MA		1		119,216		93.2	%		27.78		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	%		28.28		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	%		50.68		N		S
(3) The Point	Route 128 Northwest MA		1		16,300		84.7	%		52.44		N		S

			31		4,883,294		89.4	%	$	38.47

	Total Boston Office:		48		13,484,447		92.6	%	$	52.91

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:		50		13,905,804

(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)	Not included in Same Property analysis.

(5)	This is an unconsolidated joint venture property.

LOGO

SECOND QUARTER 2017

IN-SERVICE PROPERTY LISTING (continued)

as of June 30, 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		1,847,237		92.9	%	$	150.17		Y		CBD
399 Park Avenue	Park Avenue NY		1		1,713,251		86.9	%		89.34		N		CBD
(3) 601 Lexington Avenue (55% ownership)	Park Avenue NY		1		1,437,044		98.7	%		96.14		Y		CBD
599 Lexington Avenue	Park Avenue NY		1		1,059,041		94.3	%		88.54		N		CBD
Times Square Tower (55% ownership)	Times Square NY		1		1,252,191		96.2	%		78.57		N		CBD
250 West 55th Street	Times Square / West Side NY		1		980,927		86.2	%		87.30		N		CBD
510 Madison Avenue	Fifth/Madison Avenue NY		1		355,598		100.0	%		124.90		N		CBD
(4) 540 Madison Avenue (60% ownership)	Fifth/Madison Avenue NY		1		283,715		92.6	%		101.11		Y		CBD

			8		8,929,004		92.9	%	$	103.14

One Tower Center	East Brunswick NJ		1		412,997		21.7	%	$	32.11		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	%		37.37		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	%		37.07		N		S
214 Carnegie Center	Princeton NJ		1		148,942		61.2	%		35.42		N		S
506 Carnegie Center	Princeton NJ		1		140,312		27.7	%		40.05		N		S
508 Carnegie Center	Princeton NJ		1		134,433		100.0	%		34.42		N		S
202 Carnegie Center	Princeton NJ		1		134,381		82.5	%		38.06		N		S
(5) 804 Carnegie Center	Princeton NJ		1		130,000		100.0	%		37.10		N		S
504 Carnegie Center	Princeton NJ		1		121,990		99.4	%		30.75		N		S
101 Carnegie Center	Princeton NJ		1		121,620		100.0	%		36.35		N		S
502 Carnegie Center	Princeton NJ		1		121,460		71.8	%		35.85		N		S
701 Carnegie Center	Princeton NJ		1		120,000		100.0	%		39.76		N		S
104 Carnegie Center	Princeton NJ		1		102,830		39.2	%		36.41		N		S
(5) 103 Carnegie Center	Princeton NJ		1		96,332		83.4	%		28.90		N		S
105 Carnegie Center	Princeton NJ		1		69,955		56.3	%		33.04		N		S
302 Carnegie Center	Princeton NJ		1		64,926		100.0	%		33.70		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

			19		2,680,641		75.0	%	$	35.06

	Total New York:		27		11,609,645		88.7	%	$	89.85


San Francisco and Los Angeles
Office
Embarcadero Center Four	CBD San Francisco CA		1		938,071		88.7	%	$	69.02		N		CBD
Embarcadero Center One	CBD San Francisco CA		1		831,506		94.7	%		62.01		N		CBD
Embarcadero Center Two	CBD San Francisco CA		1		788,929		94.8	%		67.73		N		CBD
Embarcadero Center Three	CBD San Francisco CA		1		781,160		89.7	%		61.09		N		CBD
680 Folsom Street	CBD San Francisco CA		2		524,793		98.9	%		60.31		N		CBD
535 Mission Street	CBD San Francisco CA		1		307,235		100.0	%		74.60		N		CBD
690 Folsom Street	CBD San Francisco CA		1		26,080		100.0	%		72.62		N		CBD

			8		4,197,774		93.4	%	$	65.23
601 and 651 Gateway	South San Francisco CA		2		506,279		98.0	%	$	41.00		N		S

611 Gateway	South San Francisco CA		1		260,337		35.4	%		39.14		N		S
Mountain View Research Park	Mountain View CA		15		540,433		100.0	%		43.71		N		S
2440 West El Camino Real	Mountain View CA		1		141,392		100.0	%		60.92		N		S
453 Ravendale Drive	Mountain View CA		1		29,620		65.7	%		32.78		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		88.7	%	$	39.14

(4)(5) Colorado Center (49.8% ownership)	West Los Angeles CA		6		1,117,557		82.3	%	$	58.16		N		CBD

	Total San Francisco and
	Los Angeles:		40		7,202,394		90.4	%	$	57.53

(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

SECOND QUARTER 2017

IN-SERVICE PROPERTY LISTING (continued)

as of June 30, 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		99.8	%	$	60.67		N		CBD
500 E Street, S.W.	Southwest Washington DC		1		251,994		100.0	%		49.46		N		CBD
(3)(4) Metropolitan Square (20% ownership)	East End Washington DC		1		607,041		72.8	%		62.47		Y		CBD
(3) 901 New York Avenue (25% ownership)	East End Washington DC		1		539,680		89.8	%		66.23		Y		CBD
(5) 601 Massachusetts Avenue	East End Washington DC		1		478,751		91.8	%		73.27		N		CBD
(3) Market Square North (50% ownership)	East End Washington DC		1		415,756		74.1	%		66.80		Y		CBD
2200 Pennsylvania Avenue	CBD Washington DC		1		458,831		100.0	%		90.58		N		CBD
1333 New Hampshire Avenue	CBD Washington DC		1		315,371		99.0	%		47.71		N		CBD
1330 Connecticut Avenue	CBD Washington DC		1		253,121		98.0	%		61.30		N		CBD
Sumner Square	CBD Washington DC		1		208,892		98.5	%		51.08		N		CBD
(3) 500 North Capitol Street, N.W. (30% ownership)	Capitol Hill Washington DC		1		230,860		100.0	%		69.08		Y		CBD

			11		4,391,326		91.3	%	$	64.99

South of Market	Reston VA		3		623,666		98.9	%	$	56.56		N		S
Fountain Square	Reston VA		2		518,345		88.8	%		49.65		N		S
One Freedom Square	Reston VA		1		432,585		99.7	%		48.34		N		S
Two Freedom Square	Reston VA		1		421,757		100.0	%		47.56		N		S
One and Two Discovery Square	Reston VA		2		366,990		87.5	%		44.93		N		S
One Reston Overlook	Reston VA		1		319,519		100.0	%		39.58		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		97.4	%		52.23		N		S
Two Reston Overlook	Reston VA		1		134,615		100.0	%		38.91		N		S

			15		3,575,173		96.7	%	$	49.00

Wisconsin Place Office	Montgomery County MD		1		299,186		100.0	%	$	50.64		N		S
2600 Tower Oaks Boulevard	Montgomery County MD		1		179,421		52.5	%		33.03		N		S
New Dominion Technology Park - Building Two	Herndon VA		1		257,400		100.0	%		42.78		N		S
New Dominion Technology Park - Building One	Herndon VA		1		235,201		100.0	%		35.42		Y		S
Kingstowne Two	Springfield VA		1		156,251		76.6	%		41.11		N		S
Kingstowne One	Springfield VA		1		151,483		75.6	%		41.32		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	%		22.90		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		100.0	%		17.55		N		S
7374 Boston Boulevard	Springfield VA		1		57,321		100.0	%		18.03		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	%		26.58		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		75.2	%		30.03		Y		S
(3) Annapolis Junction Building One (50% ownership)	Anne Arundel County MD		1		117,599		31.4	%		106.61		Y		S

			22		2,595,911		82.1	%	$	35.17

	Total Washington Office:		48		10,562,410		90.9	%	$	52.61

Residential
The Avant at Reston Town Center (359 units)	Reston VA		1		355,374							N		S

	Total Washington Residential:		1		355,374

	Total Washington, DC:		49		10,917,784

	Total In-Service Properties:		166		43,635,627		90.8	%(7)	$	63.39		(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

SECOND QUARTER 2017

OCCUPANCY BY LOCATION

Total In-Service Properties (1)


	CBD						Suburban						Total
Location	30-Jun-17			30-Jun-16			30-Jun-17			30-Jun-16			30-Jun-17			30-Jun-16
Boston		94.4	%		92.4	%		89.4	%		89.4	%		92.6	%		91.3	%
New York		92.9	%		94.3	%		75.0	%		78.2	%		88.7	%		90.7	%
San Francisco and Los Angeles		91.0	%		91.2	%		88.7	%		89.1	%		90.4	%		90.5	%
Washington, DC		91.3	%		92.1	%		90.6	%		89.0	%		90.9	%		90.3	%

Total Portfolio		92.8	%		92.8	%		87.3	%		87.4	%		90.8	%		90.8	%

Same Property Portfolio (1) (2)


	CBD						Suburban						Total
Location	30-Jun-17			30-Jun-16			30-Jun-17			30-Jun-16			30-Jun-17			30-Jun-16
Boston		94.4	%		92.4	%		90.2	%		89.4	%		93.0	%		91.4	%
New York		92.9	%		95.2	%		73.4	%		77.1	%		88.7	%		91.3	%
San Francisco and Los Angeles		93.4	%		91.2	%		87.2	%		87.7	%		91.6	%		90.2	%
Washington, DC		91.3	%		92.7	%		90.6	%		89.0	%		90.8	%		90.5	%

Total Portfolio		93.2	%		93.2	%		87.2	%		87.0	%		91.0	%		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

SECOND QUARTER 2017

TOP 20 TENANTS LISTING AND PORTFOLIO TENANT DIVERSIFICATION

TOP 20 TENANTS (1)


	Tenant	% of BXP’s Share of Annualized Rental Obligations
1.	Arnold & Porter Kaye Scholer		3.22	%
2.	US Government		2.75	%
3.	Biogen		1.93	%
4.	Shearman & Sterling		1.82	%
5.	Kirkland & Ellis		1.66	%
6.	Citibank		1.60	%
7.	Ropes & Gray		1.55	%
8.	O’Melveny & Myers		1.29	%
9.	Wellington Management		1.21	%
10.	Bank of America		1.18	%
11.	Google		1.09	%
12.	Weil Gotshal & Manges		1.06	%
13.	Aramis (Estee Lauder)		1.01	%
14.	Mass Financial Services		0.96	%
15.	Microsoft		0.85	%
16.	Morrison & Foerster		0.85	%
17.	Morgan Lewis & Bockius		0.84	%
18.	Hunton & Williams		0.84	%
19.	WeWork		0.83	%
20.	Starr Indemnity & Liability Co.		0.82	%

	BXP’s Share of Annualized Rental Obligations		27.36	%

	BXP’s Share of Square Feet		23.20	%

NOTABLE SIGNED DEALS (2)


Tenant	Property	Square Feet
salesforce.com	Salesforce Tower		881,000
Marriott International	7750 Wisconsin Avenue		720,000
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

SECOND QUARTER 2017

LEASE EXPIRATIONS (1) (2) (3)

IN-SERVICE OFFICE PROPERTIES


Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases	Current Annualized Rental Obligations Under Expiring Leases	Current Annualized Rental Obligations Under Expiring Leases p.s.f.	Annualized Rental Obligations Under Expiring Leases with future step-ups	Annualized Rental Obligations Under Expiring Leases with future step-ups - p.s.f.	Percentage of Total Square Feet
2017	1,460,397	$97,212,565	$66.57	$98,337,821	$67.34	3.78%(4)
2018	1,427,350	87,874,352	61.56	88,974,265	62.34	3.70%
2019	3,376,691	181,543,962	53.76	185,268,004	54.87	8.75%
2020	4,070,475	248,399,274	61.02	254,803,952	62.60	10.55%
2021	3,756,862	198,929,968	52.95	211,733,582	56.36	9.74%
2022	4,198,475	245,450,664	58.46	261,532,005	62.29	10.88%
2023	1,573,598	89,943,305	57.16	103,458,513	65.75	4.08%
2024	2,741,073	162,002,141	59.10	176,829,852	64.51	7.10%
2025	2,442,727	142,932,967	58.51	161,180,575	65.98	6.33%
2026	2,594,637	196,597,298	75.77	216,010,274	83.25	6.72%
Thereafter	9,027,133	617,124,403	68.36	802,037,453	88.85	23.39%

IN-SERVICE RETAIL PROPERTIES


Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases p.s.f.		Annualized Rental Obligations Under Expiring Leases with future step-ups		Annualized Rental Obligations Under Expiring Leases with future step-ups - p.s.f.		Percentage of Total Square Feet
2017		89,637	$	6,687,555	$	74.61	$	6,703,555	$	74.79		4.43	%(4)
2018		107,193		17,505,670		163.31		18,055,845		168.44		5.30	%
2019		111,900		7,683,005		68.66		7,777,201		69.50		5.54	%
2020		183,516		11,683,627		63.67		11,978,872		65.27		9.08	%
2021		159,421		21,593,563		135.45		23,229,718		145.71		7.89	%
2022		228,010		20,217,966		88.67		21,939,873		96.22		11.28	%
2023		186,635		15,140,265		81.12		16,499,274		88.40		9.23	%
2024		114,109		10,655,391		93.38		12,137,874		106.37		5.65	%
2025		132,139		8,700,625		65.84		9,623,819		72.83		6.54	%
2026		111,807		13,523,598		120.95		15,867,901		141.92		5.53	%
Thereafter		596,842		50,543,690		84.69		81,566,188		136.66		29.53	%

TOTAL IN-SERVICE PROPERTIES


Year of Lease Expiration	Rentable Square Footage Subject to Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases		Current Annualized Rental Obligations Under Expiring Leases p.s.f.		Annualized Rental Obligations Under Expiring Leases with future step-ups		Annualized Rental Obligations Under Expiring Leases with future step-ups - p.s.f.		Percentage of Total Square Feet
2017		1,550,034	$	103,900,120	$	67.03	$	105,041,375	$	67.77		3.82	%(4)
2018		1,534,543		105,380,022		68.67		107,030,110		69.75		3.78	%
2019		3,488,591		189,226,968		54.24		193,045,205		55.34		8.59	%
2020		4,253,991		260,082,901		61.14		266,782,823		62.71		10.48	%
2021		3,916,283		220,523,532		56.31		234,963,301		60.00		9.64	%
2022		4,426,485		265,668,631		60.02		283,471,878		64.04		10.90	%
2023		1,760,233		105,083,570		59.70		119,957,787		68.15		4.33	%
2024		2,855,182		172,657,533		60.47		188,967,726		66.18		7.03	%
2025		2,574,866		151,633,592		58.89		170,804,394		66.34		6.34	%
2026		2,706,444		210,120,896		77.64		231,878,175		85.68		6.66	%
Thereafter		9,623,975		667,668,094		69.38		883,603,641		91.81		23.70	%

(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

SECOND QUARTER 2017

IN-SERVICE BOSTON REGION PROPERTIES

Lease Expirations - Boston 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		288,962	$	13,778,511	$	47.68	$	14,093,403	$	48.77	(4)
2018		367,243		15,304,738		41.67		15,466,649		42.12
2019		902,399		43,366,296		48.06		43,777,390		48.51
2020		468,261		22,214,984		47.44		23,844,071		50.92
2021		1,071,527		43,464,417		40.56		44,601,602		41.62
2022		1,640,172		82,301,759		50.18		83,953,741		51.19
2023		574,911		30,027,171		52.23		34,909,455		60.72
2024		643,580		31,435,266		48.84		34,322,037		53.33
2025		1,095,331		63,754,185		58.21		70,600,444		64.46
2026		1,059,333		70,294,919		66.36		77,426,403		73.09
Thereafter		3,548,025		186,026,972		52.43		221,397,092		62.40

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		44,248	$	3,647,179	$	82.43	$	3,663,179	$	82.79	(4)
2018		25,637		3,542,650		138.19		3,545,470		138.30
2019		11,787		1,917,396		162.67		1,923,992		163.23
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		81,347		5,017,158		61.68		5,381,182		66.15
2023		80,257		7,564,831		94.26		8,042,970		100.22
2024		70,752		4,262,280		60.24		4,651,948		65.75
2025		30,224		3,621,748		119.83		4,002,652		132.43
2026		18,912		4,824,385		255.10		5,669,604		299.79
Thereafter		338,731		19,271,719		56.89		20,119,926		59.40

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		333,210	$	17,425,690	$	52.30	$	17,756,582	$	53.29	(4)
2018		392,880		18,847,388		47.97		19,012,119		48.39
2019		914,186		45,283,692		49.53		45,701,383		49.99
2020		560,721		28,082,641		50.08		29,843,115		53.22
2021		1,108,830		46,428,870		41.87		47,708,130		43.03
2022		1,721,519		87,318,917		50.72		89,334,924		51.89
2023		655,168		37,592,002		57.38		42,952,425		65.56
2024		714,332		35,697,546		49.97		38,973,985		54.56
2025		1,125,555		67,375,932		59.86		74,603,096		66.28
2026		1,078,245		75,119,304		69.67		83,096,007		77.07
Thereafter		3,886,756		205,298,691		52.82		241,517,018		62.14

(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

SECOND QUARTER 2017

IN-SERVICE BOSTON REGION PROPERTIES

Quarterly Lease Expirations - Boston 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		8,550		247,824		28.99		247,824		28.99	(4)
Q3 2017		88,348		3,681,764		41.67		3,935,428		44.54
Q4 2017		192,064		9,848,924		51.28		9,910,152		51.60

Total 2017		288,962	$	13,778,511	$	47.68	$	14,093,403	$	48.77

Q1 2018		51,835	$	2,233,350	$	43.09	$	2,233,350	$	43.09
Q2 2018		107,291		4,559,462		42.50		4,566,020		42.56
Q3 2018		32,969		1,406,871		42.67		1,416,879		42.98
Q4 2018		175,148		7,105,055		40.57		7,250,400		41.40

Total 2018		367,243	$	15,304,738	$	41.67	$	15,466,649	$	42.12


*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		2		112,000		55,999.98		112,000		55,999.98	(4)
Q3 2017		32,112		2,598,383		80.92		2,614,383		81.41
Q4 2017		12,134		936,796		77.20		936,796		77.20

Total 2017		44,248	$	3,647,179	$	82.43	$	3,663,179	$	82.79

Q1 2018		1,974	$	525,072	$	265.99	$	525,072	$	265.99
Q2 2018		—		—		—		—		—
Q3 2018		1		52,000		51,999.96		52,000		51,999.96
Q4 2018		23,662		2,965,578		125.33		2,968,398		125.45

Total 2018		25,637	$	3,542,650	$	138.19	$	3,545,470	$	138.30


*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		8,552		359,824		42.07		359,824		42.07	(4)
Q3 2017		120,460		6,280,147		52.13		6,549,811		54.37
Q4 2017		204,198		10,785,719		52.82		10,846,947		53.12

Total 2017		333,210	$	17,425,690	$	52.30	$	17,756,582	$	53.29

Q1 2018		53,809	$	2,758,422	$	51.26	$	2,758,422	$	51.26
Q2 2018		107,291		4,559,462		42.50		4,566,020		42.56
Q3 2018		32,970		1,458,871		44.25		1,468,878		44.55
Q4 2018		198,810		10,070,633		50.65		10,218,798		51.40

Total 2018		392,880	$	18,847,388	$	47.97	$	19,012,119	$	48.39

(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

SECOND QUARTER 2017

IN-SERVICE NEW YORK REGION PROPERTIES

Lease Expirations - New York 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		633,816	$	58,561,486	$	92.40	$	58,561,486	$	92.40	(4)
2018		433,367		41,206,868		95.09		41,233,269		95.15
2019		524,454		41,521,121		79.17		41,740,307		79.59
2020		1,601,661		122,671,357		76.59		123,553,666		77.14
2021		414,907		35,373,733		85.26		35,845,200		86.39
2022		921,341		81,421,204		88.37		85,848,308		93.18
2023		133,929		10,139,184		75.71		10,915,395		81.50
2024		1,059,454		73,875,899		69.73		80,606,530		76.08
2025		564,148		40,397,448		71.61		44,622,152		79.10
2026		847,674		73,921,297		87.20		76,742,082		90.53
Thereafter		2,838,166		261,850,420		92.26		357,675,928		126.02

*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		7,206	$	1,384,900	$	192.19	$	1,384,900	$	192.19	(4)
2018		8,691		9,232,542		1,062.31		9,758,264		1,122.80
2019		—		—		—		—		—
2020		—		—		—		—		—
2021		26,225		12,515,230		477.23		13,524,391		515.71
2022		70,721		11,159,435		157.80		12,198,885		172.49
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		4,665,743		134.05		5,719,108		164.31
Thereafter		112,174		24,725,414		220.42		53,624,650		478.05

*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		641,022	$	59,946,387	$	93.52	$	59,946,387	$	93.52	(4)
2018		442,058		50,439,411		114.10		50,991,533		115.35
2019		524,454		41,521,121		79.17		41,740,307		79.59
2020		1,601,661		122,671,357		76.59		123,553,666		77.14
2021		441,132		47,888,963		108.56		49,369,591		111.92
2022		992,062		92,580,639		93.32		98,047,193		98.83
2023		135,776		11,978,328		88.22		13,172,091		97.01
2024		1,071,373		78,254,703		73.04		85,832,273		80.11
2025		566,020		41,052,212		72.53		45,352,852		80.13
2026		882,481		78,587,040		89.05		82,461,190		93.44
Thereafter		2,950,340		286,575,834		97.13		411,300,578		139.41

(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

SECOND 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		94,162		11,853,956		125.89		11,853,956		125.89	(4)
Q3 2017		475,078		41,172,496		86.66		41,172,496		86.66
Q4 2017		64,576		5,535,034		85.71		5,535,034		85.71

Total 2017		633,816	$	58,561,486	$	92.40	$	58,561,486	$	92.40

Q1 2018		88,939	$	10,327,130	$	116.11	$	10,327,130	$	116.11
Q2 2018		98,399		10,122,897		102.88		10,122,897		102.88
Q3 2018		136,697		12,766,021		93.39		12,766,021		93.39
Q4 2018		109,332		7,990,820		73.09		8,017,221		73.33

Total 2018		433,367	$	41,206,868	$	95.09	$	41,233,269	$	95.15


*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		4,845		1,006,086		207.65		1,006,086		207.65	(4)
Q3 2017		1,600		327,428		204.64		327,428		204.64
Q4 2017		761		51,386		67.52		51,386		67.52

Total 2017		7,206	$	1,384,900	$	192.19	$	1,384,900	$	192.19

Q1 2018		—	$	—	$	—	$	—	$	—
Q2 2018		2,177		480,551		220.74		480,551		220.74
Q3 2018		—		—		—		—		—
Q4 2018		6,514		8,751,991		1,343.57		9,277,713		1,424.27

Total 2018		8,691	$	9,232,542	$	1,062.31	$	9,758,264	$	1,122.80


*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		99,007		12,860,043		129.89		12,860,043		129.89	(4)
Q3 2017		476,678		41,499,924		87.06		41,499,924		87.06
Q4 2017		65,337		5,586,420		85.50		5,586,420		85.50

Total 2017		641,022	$	59,946,387	$	93.52	$	59,946,387	$	93.52

Q1 2018		88,939	$	10,327,130	$	116.11	$	10,327,130	$	116.11
Q2 2018		100,576		10,603,448		105.43		10,603,448		105.43
Q3 2018		136,697		12,766,021		93.39		12,766,021		93.39
Q4 2018		115,846		16,742,812		144.53		17,294,934		149.29

Total 2018		442,058	$	50,439,411	$	114.10	$	50,991,533	$	115.35

(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

SECOND 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		273,630	$	12,612,240	$	46.09	$	13,413,223	$	49.02	(4)
2018		177,354		9,434,528		53.20		9,510,286		53.62
2019		867,205		43,135,273		49.74		44,869,657		51.74
2020		681,422		43,475,787		63.80		44,653,188		65.53
2021		1,002,686		50,804,022		50.67		55,957,422		55.81
2022		825,954		45,271,838		54.81		51,179,881		61.96
2023		406,783		27,344,765		67.22		31,784,122		78.14
2024		397,923		23,329,156		58.63		24,045,546		60.43
2025		314,111		18,169,731		57.84		21,427,421		68.22
2026		280,908		19,750,400		70.31		23,105,867		82.25
Thereafter		931,276		62,163,221		66.75		83,871,988		90.06

*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		27,241	$	1,000,611	$	36.73	$	1,000,611	$	36.73
2018		35,502		2,171,246		61.16		2,182,093		61.46
2019		13,325		708,312		53.16		725,413		54.44
2020		31,336		1,965,662		62.73		2,047,392		65.34
2021		22,163		1,451,584		65.50		1,519,725		68.57
2022		37,586		1,720,921		45.79		1,862,253		49.55
2023		30,950		1,755,289		56.71		1,840,576		59.47
2024		9,388		642,493		68.44		730,329		77.79
2025		22,933		1,477,978		64.45		1,671,315		72.88
2026		24,494		1,757,902		71.77		1,980,777		80.87
Thereafter		31,606		1,780,117		56.32		2,203,126		69.71

*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		300,871	$	13,612,850	$	45.24	$	14,413,834	$	47.91	(4)
2018		212,856		11,605,774		54.52		11,692,379		54.93
2019		880,530		43,843,584		49.79		45,595,071		51.78
2020		712,758		45,441,449		63.75		46,700,580		65.52
2021		1,024,849		52,255,606		50.99		57,477,146		56.08
2022		863,540		46,992,759		54.42		53,042,135		61.42
2023		437,733		29,100,054		66.48		33,624,697		76.82
2024		407,311		23,971,649		58.85		24,775,875		60.83
2025		337,044		19,647,708		58.29		23,098,736		68.53
2026		305,402		21,508,302		70.43		25,086,643		82.14
Thereafter		962,882		63,943,338		66.41		86,075,114		89.39

(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

SECOND QUARTER 2017

IN-SERVICE SAN FRANCISCO AND LOS ANGELES REGIONS PROPERTIES

Quarterly Lease Expirations - San Francisco and Los Angeles Regions (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		61,656		1,355,054		21.98		1,355,054		21.98	(4)
Q3 2017		90,885		3,470,821		38.19		4,269,557		46.98
Q4 2017		121,089		7,786,364		64.30		7,788,612		64.32

Total 2017		273,630	$	12,612,240	$	46.09	$	13,413,223	$	49.02

Q1 2018		66,904	$	3,681,291	$	55.02	$	3,685,914	$	55.09
Q2 2018		51,873		3,072,821		59.24		3,080,092		59.38
Q3 2018		32,200		1,479,516		45.95		1,519,272		47.18
Q4 2018		26,377		1,200,899		45.53		1,225,008		46.44

Total 2018		177,354	$	9,434,528	$	53.20	$	9,510,286	$	53.62


*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		—		—		—		—		—
Q3 2017		2,664		169,548		63.64		169,548		63.64
Q4 2017		24,577		831,063		33.81		831,063		33.81

Total 2017		27,241	$	1,000,611	$	36.73	$	1,000,611	$	36.73

Q1 2018		22,835	$	1,319,247	$	57.77	$	1,319,247	$	57.77
Q2 2018		2,802		199,741		71.29		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	$	2,171,246	$	61.16	$	2,182,093	$	61.46


*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		61,656		1,355,054		21.98		1,355,054		21.98	(4)
Q3 2017		93,549		3,640,369		38.91		4,439,105		47.45
Q4 2017		145,666		8,617,426		59.16		8,619,675		59.17

Total 2017		300,871	$	13,612,850	$	45.24	$	14,413,834	$	47.91

Q1 2018		89,739	$	5,000,538	$	55.72	$	5,005,161	$	55.77
Q2 2018		54,675		3,272,562		59.85		3,279,833		59.99
Q3 2018		34,971		1,615,295		46.19		1,656,624		47.37
Q4 2018		33,471		1,717,379		51.31		1,750,761		52.31

Total 2018		212,856	$	11,605,774	$	54.52	$	11,692,379	$	54.93

(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

SECOND 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		263,989	$	12,260,328	$	46.44	$	12,269,708	$	46.48	(4)
2018		449,386		21,928,218		48.80		22,764,062		50.66
2019		1,082,633		53,521,273		49.44		54,880,649		50.69
2020		1,319,131		60,037,146		45.51		62,753,028		47.57
2021		1,267,742		69,287,796		54.65		75,329,359		59.42
2022		811,008		36,455,864		44.95		40,550,074		50.00
2023		457,975		22,432,185		48.98		25,849,542		56.44
2024		640,116		33,361,821		52.12		37,855,740		59.14
2025		469,137		20,611,603		43.94		24,530,558		52.29
2026		406,722		32,630,682		80.23		38,735,922		95.24
Thereafter		1,709,666		107,083,790		62.63		139,092,445		81.36

*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		10,942	$	654,865	$	59.85	$	654,865	$	59.85
2018		37,363		2,559,232		68.50		2,570,018		68.79
2019		86,788		5,057,298		58.27		5,127,796		59.08
2020		59,720		3,850,308		64.47		3,932,436		65.85
2021		73,730		4,662,297		63.23		5,079,074		68.89
2022		38,356		2,320,452		60.50		2,497,553		65.12
2023		73,581		3,981,000		54.10		4,359,032		59.24
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		2,275,568		67.74		2,498,412		74.37
Thereafter		114,331		4,766,441		41.69		5,618,487		49.14

*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		274,931	$	12,915,193	$	46.98	$	12,924,573	$	47.01	(4)
2018		486,749		24,487,450		50.31		25,334,079		52.05
2019		1,169,421		58,578,571		50.09		60,008,445		51.31
2020		1,378,851		63,887,454		46.33		66,685,463		48.36
2021		1,341,472		73,950,092		55.13		80,408,433		59.94
2022		849,364		38,776,316		45.65		43,047,627		50.68
2023		531,556		26,413,185		49.69		30,208,574		56.83
2024		662,166		34,733,635		52.45		39,385,593		59.48
2025		546,247		23,557,739		43.13		27,749,710		50.80
2026		440,316		34,906,250		79.28		41,234,334		93.65
Thereafter		1,823,997		111,850,231		61.32		144,710,932		79.34

(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.

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

LOGO

SECOND QUARTER 2017

IN-SERVICE WASHINGTON, DC REGION PROPERTIES

Quarterly Lease Expirations - Washington, DC 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		6,873		682,787		99.34		682,787		99.34	(4)
Q3 2017		90,187		4,406,819		48.86		4,416,199		48.97
Q4 2017		166,929		7,170,722		42.96		7,170,722		42.96

Total 2017		263,989	$	12,260,328	$	46.44	$	12,269,708	$	46.48

Q1 2018		107,601	$	3,311,037	$	30.77	$	3,311,037	$	30.77
Q2 2018		155,761		9,149,702		58.74		9,760,270		62.66
Q3 2018		113,021		5,132,766		45.41		5,258,831		46.53
Q4 2018		73,003		4,334,713		59.38		4,433,924		60.74

Total 2018		449,386	$	21,928,218	$	48.80	$	22,764,062	$	50.66


*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		—		—		—		—		—
Q3 2017		6,842		455,172		66.53		455,172		66.53
Q4 2017		4,100		199,693		48.71		199,693		48.71

Total 2017		10,942	$	654,865	$	59.85	$	654,865	$	59.85

Q1 2018		7,698	$	523,569	$	68.01	$	523,569	$	68.01
Q2 2018		10,176		628,888		61.80		630,283		61.94
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		37,363	$	2,559,232	$	68.50	$	2,570,018	$	68.79


*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		6,873		682,787		99.34		682,787		99.34	(4)
Q3 2017		97,029		4,861,990		50.11		4,871,370		50.21
Q4 2017		171,029		7,370,415		43.09		7,370,415		43.09

Total 2017		274,931	$	12,915,193	$	46.98	$	12,924,573	$	47.01

Q1 2018		115,299	$	3,834,606	$	33.26	$	3,834,606	$	33.26
Q2 2018		165,937		9,778,590		58.93		10,390,553		62.62
Q3 2018		121,304		5,710,347		47.07		5,843,358		48.17
Q4 2018		84,209		5,163,907		61.32		5,265,562		62.53

Total 2018		486,749	$	24,487,450	$	50.31	$	25,334,079	$	52.05

(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.

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

LOGO

SECOND QUARTER 2017

CBD PROPERTIES

Lease Expirations (1) (2) (3)


	Boston											San Francisco and Los Angeles
							Annualized											Annualized
	Rentable Square		Current Annualized		Per		Rental Obligations Under		Per			Rentable Square		Current Annualized		Per		Rental Obligations Under		Per
Year of Lease	Footage Subject to		Rental Obligations Under		Square		Expiring Leases		Square			Footage Subject to		Rental Obligations Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot			Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2017		246,838	$	14,396,329	$	58.32	$	14,727,221	$	59.66	(4)		148,705	$	9,388,360	$	63.13	$	9,799,808	$	65.90	(4)
2018		129,818		9,534,672		73.45		9,547,449		73.54			143,040		8,944,045		62.53		8,977,472		62.76
2019		430,549		26,087,750		60.59		26,390,486		61.29			389,041		23,219,682		59.68		23,983,433		61.65
2020		288,261		17,888,869		62.06		18,481,066		64.11			616,259		41,144,137		66.76		42,070,749		68.27
2021		428,476		25,041,687		58.44		25,276,454		58.99			679,168		42,668,020		62.82		47,201,340		69.50
2022		982,491		59,619,631		60.68		61,216,166		62.31			443,035		27,895,654		62.96		30,891,869		69.73
2023		443,068		29,249,219		66.02		33,626,154		75.89			375,992		25,496,819		67.81		29,140,574		77.50
2024		343,971		20,580,824		59.83		22,394,696		65.11			382,799		22,987,002		60.05		23,564,883		61.56
2025		686,806		45,327,780		66.00		50,973,676		74.22			331,402		19,447,040		58.68		22,845,373		68.94
2026		945,656		70,407,292		74.45		77,670,869		82.13			305,402		21,508,302		70.43		25,086,643		82.14
Thereafter		3,214,969		178,727,298		55.59		212,086,171		65.97			962,882		63,943,338		66.41		86,075,114		89.39

	New York											Washington, DC
							Annualized											Annualized
	Rentable Square		Current Annualized		Per		Rental Obligations Under		Per			Rentable Square		Current Annualized		Per		Rental Obligations Under		Per
Year of Lease	Footage Subject to		Rental Obligations Under		Square		Expiring Leases		Square			Footage Subject to		Rental Obligations Under		Square		Expiring Leases		Square
Expiration	Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot			Expiring Leases		Expiring Leases		Foot		with future step-ups		Foot
2017		564,834	$	57,111,288	$	101.11	$	57,111,288	$	101.11	(4)		37,165	$	2,184,185	$	58.77	$	2,187,271	$	58.85	(4)
2018		351,075		47,214,045		134.48		47,739,767		135.98			83,276		4,935,702		59.27		5,027,893		60.38
2019		349,132		35,111,738		100.57		35,241,671		100.94			466,480		30,184,767		64.71		31,132,458		66.74
2020		1,279,571		111,526,017		87.16		111,945,796		87.49			463,524		26,292,858		56.72		27,701,430		59.76
2021		311,243		43,766,447		140.62		45,122,053		144.97			592,007		39,630,036		66.94		43,215,888		73.00
2022		909,815		89,767,290		98.67		95,012,691		104.43			103,320		6,150,827		59.53		6,702,051		64.87
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		64,658,492		95.11		71,441,386		105.09			193,400		12,830,587		66.34		14,705,364		76.04
2025		296,170		31,400,301		106.02		34,368,806		116.04			86,404		4,589,103		53.11		5,497,562		63.63
2026		717,436		73,255,638		102.11		76,381,952		106.47			354,808		30,584,868		86.20		36,049,549		101.60
Thereafter		2,696,035		276,919,127		102.71		401,143,700		148.79			1,501,610		98,381,768		65.52		127,485,288		84.90

(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

SECOND 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		86,372	$	3,029,361	$	35.07	$	3,029,361	$	35.07	(4)		152,166	$	4,224,490	$	27.76	$	4,614,026	$	30.32	(4)
2018		263,062		9,312,716		35.40		9,464,670		35.98			69,816		2,661,729		38.12		2,714,907		38.89
2019		483,637		19,195,942		39.69		19,310,897		39.93			491,489		20,623,903		41.96		21,611,637		43.97
2020		272,460		10,193,772		37.41		11,362,049		41.70			96,499		4,297,312		44.53		4,629,830		47.98
2021		680,354		21,387,183		31.44		22,431,677		32.97			345,681		9,587,586		27.74		10,275,807		29.73
2022		739,028		27,699,286		37.48		28,118,758		38.05			420,505		19,097,106		45.41		22,150,266		52.68
2023		212,100		8,342,783		39.33		9,326,271		43.97			61,741		3,603,235		58.36		4,484,124		72.63
2024		370,361		15,116,722		40.82		16,579,290		44.77			24,512		984,647		40.17		1,210,992		49.40
2025		438,749		22,048,152		50.25		23,629,420		53.86			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		26,571,393		39.55		29,430,846		43.81			—		—		—		—		—

	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		76,188	$	2,835,098	$	37.21	$	2,835,098	$	37.21	(4)		237,766	$	10,731,008	$	45.13	$	10,737,302	$	45.16	(4)
2018		90,983		3,225,365		35.45		3,251,766		35.74			403,473		19,551,747		48.46		20,306,186		50.33
2019		175,322		6,409,383		36.56		6,498,636		37.07			702,941		28,393,803		40.39		28,875,987		41.08
2020		322,090		11,145,340		34.60		11,607,870		36.04			915,327		37,594,596		41.07		38,984,034		42.59
2021		129,889		4,122,516		31.74		4,247,539		32.70			749,465		34,320,056		45.79		37,192,545		49.63
2022		82,247		2,813,349		34.21		3,034,502		36.89			746,044		32,625,488		43.73		36,345,576		48.72
2023		44,145		1,452,098		32.89		1,436,010		32.53			482,947		23,338,013		48.32		26,557,103		54.99
2024		391,546		13,596,211		34.72		14,390,887		36.75			468,766		21,903,047		46.72		24,680,230		52.65
2025		269,850		9,651,912		35.77		10,984,045		40.70			459,843		18,968,636		41.25		22,252,149		48.39
2026		165,045		5,331,401		32.30		6,079,238		36.83			85,508		4,321,382		50.54		5,184,786		60.64
Thereafter		254,305		9,656,707		37.97		10,156,878		39.94			322,387		13,468,463		41.78		17,225,644		53.43

(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

SECOND QUARTER 2017

LEASING ACTIVITY

for the three months ended June 30, 2017

All In-Service Properties


	Total
Vacant space available @ 4/1/2017 (sf)		4,110,657
Property dispositions/ properties taken out of service (sf)		(115,289	)
Properties acquired vacant space (sf)		15,944
Properties placed in-service (sf) (1)		73,258
Leases expiring or terminated 4/1/2017-6/30/2017 (sf)		1,261,949

Total space available for lease (sf)		5,346,519

1st generation leases (sf)		53,588
2nd generation leases with new tenants (sf)		816,044
2nd generation lease renewals (sf)		524,556

Total space leased (sf)		1,394,188

Vacant space available for lease @ 6/30/2017 (sf)		3,952,331

Net (increase)/decrease in available space (sf)		158,326
Second generation leasing information: (2)
Leases commencing during the period (sf)		1,340,600
Weighted average lease term (months)		103
Weighted average free rent period (days)		139
Total transaction costs per square foot (3)	$	63.96
Increase (decrease) in gross rents (4)		17.69	%
Increase (decrease) in net rents (5)		28.37	%


	All leases 1st Generation (sf)		All leases 2nd Generation (sf)		Incr (decr) in 2nd gen. gross cash rents (4)			Incr (decr) in 2nd gen. net cash rents (5)			Total Leased (sf) (6)		Total square feet of leases executed in the quarter (7)
Boston		18,950		541,163		17.52	%		30.41	%		560,113		234,750
New York		—		319,654		13.82	%		22.50	%		319,654		77,720
San Francisco and Los Angeles		—		254,263		39.64	%		60.93	%		254,263		407,112
Washington, DC		34,638		225,520		(3.78	%)		(5.22	%)		260,158		207,675

Total / Weighted Average		53,588		1,340,600		17.69	%		28.37	%		1,394,188		927,257

(1)	Total square feet of properties placed in service in Q2 2017 consist of 73,258 square feet at Reservoir Place North.

(2)	Second generation leases are defined as leases for space that had previously been leased by the Company. Of the 1,340,600 square feet of second generation leases that commenced in Q2 2017, leases for 1,070,719 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 1,026,480 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 1,026,480 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 for which the Company recognized rental revenue in the current quarter is 269,881.

LOGO

SECOND QUARTER 2017

ACQUISITIONS/DISPOSITIONS

as of June 30, 2017

ACQUISITIONS

For the period from January 1, 2017 through June 30, 2017


Property	Location		Date Acquired		Square Feet		Initial Investment		Anticipated Future Investment		Total Investment		Percentage Leased
103 Carnegie Center		Princeton, NJ		May 15, 2017		96,332	$	15,760,000	$	2,000,000	$	17,760,000		83	%

Total Acquisitions						96,332	$	15,760,000	$	2,000,000	$	17,760,000		83	%

DISPOSITIONS

For the period from January 1, 2017 through June 30, 2017


Property	Location		Date Disposed		Square Feet		Gross Sales Price		Net Cash Proceeds		Book Gain
30 Shattuck Road (land parcel)		Andover, MA		April 19, 2017		N/A	$	5,000,000	$	4,977,000	$	3,739,000
40 Shattuck Road		Andover, MA		June 13, 2017		121,542		12,000,000		11,939,000		28,000

Total Dispositions of Real Estate						121,542	$	17,000,000	$	16,916,000	$	3,767,000

LOGO

SECOND QUARTER 2017

VALUE CREATION PIPELINE - CONSTRUCTION IN PROGRESS (1)

as of June 30, 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 June 30, 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	$	242,515,880		$	271,500,000		$	—		$	—		$	28,984,120		88	%		31	%
Salesforce Tower (95% ownership)		Q1 2018		Q3 2019		San Francisco, CA		1		1,400,000		880,355,295			1,073,500,000			(25,389,074	) (5)		(16,020,092	) (5)		202,513,687		82	%		—
The Hub on Causeway (50% ownership)		Q1 2019		Q4 2019		Boston, MA		1		385,000		38,845,919			141,870,000			—			—			103,024,081		42	%		—
145 Broadway		Q4 2019		Q4 2019		Cambridge, MA		1		485,000		27,325,275			375,000,000			—			—			347,674,725		98	%
Dock 72 (50% ownership)		Q3 2018		Q1 2020		Brooklyn, NY		1		670,000		57,458,109			204,900,000			125,000,000			—			22,441,891		33	%		—

Total Office Properties under Construction								5		3,365,000	$	1,246,500,478		$	2,066,770,000		$	99,610,926		$	(16,020,092	)	$	704,638,504		71	%		6	%

Residential
Proto at Cambridge (274 units)		Q2 2018		Q2 2019		Cambridge, MA		1		164,000	$	45,812,467		$	140,170,000		$	—		$	—		$	94,357,533		N/A			—
Signature at Reston (508 units)		Q1 2018		Q2 2020		Reston, VA		1		490,000		144,982,071	(6)		234,854,000	(6)		—			—			89,871,929		N/A			—
Signature at Reston—Retail								—		24,600		—			—			—			—			—		81	%		—
MacArthur Station Residences (402 units) (7)		Q2 2020		Q4 2021		Oakland, CA		1		324,000		1,841,497			263,600,000			—			—			261,758,503		N/A			—

Total Residential Properties under Construction								3		1,002,600	$	192,636,035		$	638,624,000		$	—		$	—		$	445,987,965		59	% (8)		—

Redevelopment Properties
191 Spring Street		Q4 2017		Q4 2018		Lexington, MA		1		160,000	$	14,865,547		$	53,920,000		$	—		$	—		$	39,054,453		49	%		—
One Five Nine East 53rd (55% ownership) (9)		Q4 2018		Q4 2019		New York, NY		—		220,000		38,677,085			106,000,000			—			—			67,322,915		—			—

Total Redevelopment Properties under Construction								1		380,000	$	53,542,632		$	159,920,000		$	—		$	—		$	106,377,368		21	%		—

Total Properties Under Construction and Redevelopment								9		4,747,600	$	1,492,679,145		$	2,865,314,000		$	99,610,926		$	(16,020,092	)	$	1,257,003,837		66	% (8)		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 June 30, 2017		Estimated Future Equity Requirement (2)		Percentage Leased (3)
Prudential Center Retail Expansion		Q1 2016		Q3 2017		Boston, MA		—		15,000	$	9,589,169	$	10,760,000	$	—	$	—	$	1,170,831		100	%
Reservoir Place North		Q1 2018		Q1 2018		Waltham, MA		1		73,000		16,139,546		24,510,000		—		—		8,370,454		—

Total Projects placed In-Service								1		88,000	$	25,728,715	$	35,270,000	$	—	$	—	$	9,541,285		17	%

IN-SERVICE PROPERTIES HELD FOR REDEVELOPMENT


	Sub Market		# of Buildings		Existing Square Feet		Leased %			Annualized Rental Obligations Per Leased SF (10)		Encumbered with secured debt (Y/N)		Central Business District (CBD) or Suburban (S)		Incremental Estimated Future SF (11)
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

Total Properties held for Redevelopment				6		409,002		94.0	%	$	22.57						1,773,054

(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 capitalized interest has commenced.

(2)	Includes income (loss) and interest carry on debt and equity investment.

(3)	Represents percentage leased as of July 28, 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 its 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 its partner until the principal and interest are repaid. As of June 30, 2017, the Company has funded $16,020,092.

(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)	Project is subject to a 90 year ground lease (including extension options) with an option to purchase in the future.

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

(9)	The low-rise portion of 601 Lexington Avenue.

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

(11)	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

SECOND QUARTER 2017

VALUE CREATION PIPELINE

as of June 30, 2017

Owned Land Parcels


Location	Approximate Developable 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

		8,227,000

Land Purchase Options


Location	Approximate Developable Square Feet
Princeton, NJ		1,650,000
Boston, MA		1,300,000
Cambridge, MA		623,000
Brooklyn, NY (50% ownership)		600,000
Boston, MA (50% ownership)		525,000
Washington, DC		482,000
San Francisco, CA		TBD

		5,180,000

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

LOGO

SECOND 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 “BXP’s Share” of certain of these measures which is defined as the consolidated amount, plus the Company’s share of the amount 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, venture agreements vary in the allocation of rights regarding decision making (both routine and major decisions), distributions, transferability of interests, liquidations and other matters. Moreover, in some cases, the Company exercises significant influence over, but does not control, the joint venture, in which case GAAP requires that the Company account for the joint venture entity using the equity method of accounting and the Company does not consolidate it for financial reporting purposes. As a result, presentations of BXP’s Share of a financial measure should not be considered a substitute for, and should only be considered together 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 monthly Rental Obligations, as of the last day 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.

LOGO

SECOND 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, gains from investments in securities and gains from early extinguishments of debt. In some cases the Company also presents (1) NOI – cash, 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, 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

BOSTON PROPERTIES ANNOUNCES

SECOND QUARTER 2017 RESULTS

BOSTON, MA, August 1, 2017 - Boston Properties, Inc. (NYSE: BXP), a real estate investment trust and one of the largest owners, managers and developers of Class A office properties in the United States, reported results today for the second quarter ended June 30, 2017.

•

Net income attributable to common shareholders was $133.7 million compared to $96.6 million for the quarter ended June 30, 2016.

•

Net income attributable to common shareholders per share (EPS) was $0.87 basic and $0.87 on a diluted basis, compared to $0.63 basic and $0.63 on a diluted basis for the quarter ended June 30, 2016.

•

Funds from Operations (FFO) were $257.9 million, or $1.67 per share basic and $1.67 per share diluted. This compares to FFO of $220.6 million, or $1.44 per share basic and $1.43 per share diluted, for the quarter ended June 30, 2016.

•

FFO of $1.67 per share diluted was greater than the mid-point of the Company’s guidance previously provided of $1.61—$1.63 per share diluted primarily due to:

–

$0.02 per share increase in portfolio revenue;

–

$0.02 per share due to the deferral of certain expenses from the second quarter of 2017 to the second half of 2017; and

–

$0.01 per share of additional development and management services revenue.

•

The Company increased its guidance for full year 2017 EPS and FFO per share as follows:

•

Increased projected EPS (diluted) for 2017 to $2.72—$2.77 per share, an $0.11 per share increase at the midpoint.

•

Increased projected FFO per share (diluted) for 2017 to $6.20—$6.25 per share, a $0.04 per share increase at the midpoint.

–more–

•

Weighted-average number of basic and diluted shares outstanding totaled approximately 154,177,000 and 154,331,000, respectively. This compares with 153,662,000 and 153,860,000 for the quarter ended June 30, 2016.

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 June 30, 2017. In the opinion of management, all adjustments considered necessary for a fair presentation of these reported results have been made.

At June 30, 2017, the Company’s portfolio consisted of 175 properties aggregating approximately 48.4 million square feet, including nine properties under construction/redevelopment totaling approximately 4.7 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 June 30, 2017 was 90.8%.

Significant events during the second quarter included:

Development activities

•

On April 6, 2017, the Company commenced the development of 145 Broadway, a build-to-suit Class A office project with approximately 485,000 net rentable square feet located in Cambridge, Massachusetts. The property is 98% leased.

•

On May 27, 2017, the Company completed and fully placed in-service Reservoir Place North, a Class A office redevelopment project with approximately 73,000 net rentable square feet located in Waltham, Massachusetts. The property is 0% leased.

•

On June 29, 2017, the Company executed a 99-year ground lease (including extension options), with the right to purchase prior to 10 years after stabilization, land adjacent to the MacArthur BART station located in Oakland, California. The Company has commenced development of a 402-unit residential building and supporting retail space on the site.

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Acquisition and disposition activities

•

On April 19, 2017, the Company completed the sale of an approximately 9.5-acre parcel of land at 30 Shattuck Road located in Andover, Massachusetts for a gross sale price of $5.0 million. Net cash proceeds totaled approximately $5.0 million, resulting in a gain on sale of real estate totaling approximately $3.7 million.

•

On May 15, 2017, the Company acquired 103 Carnegie Center located in Princeton, New Jersey for a purchase price of approximately $15.8 million in cash. 103 Carnegie Center is an approximately 96,000 net rentable square foot Class A office property. The property is 83% leased.

•

On June 13, 2017, the Company completed the sale of 40 Shattuck Road located in Andover, Massachusetts for a gross sale price of $12.0 million. Net cash proceeds totaled approximately $11.9 million, resulting in a gain on sale of real estate totaling approximately $28,000. 40 Shattuck Road is an approximately 122,000 net rentable square foot Class A office property. The property is 71% leased.

Capital markets activities

•

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 draw 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% per annum. 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.

•

On June 2, 2017, the Company renewed its “at the market” (“ATM”) stock offering program through which it may sell from time to time up to an aggregate of $600.0 million of its common stock through sales agents over a three-year period. This program replaces the Company’s prior $600.0 million ATM stock offering program that was scheduled to expire on June 3, 2017. The Company intends to use the net proceeds from any offering for general

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business purposes, which may include investment opportunities and debt reduction. No shares of common stock have been issued under this ATM stock offering program.

•

On June 7, 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 completed the refinancing of approximately $1.6 billion of indebtedness that had been secured by direct and indirect interests in 767 Fifth Avenue. The new mortgage financing has a principal amount of $2.3 billion, bears interest at a fixed interest rate of 3.43% per annum and matures on June 9, 2027. The loan requires interest-only payments during the 10-year term of the loan, with the entire principal amount due at maturity. The extinguished debt bore interest at a weighted-average rate of approximately 5.96% per annum, an effective GAAP interest rate of approximately 3.03% per annum and was scheduled to mature on October 7, 2017. There was no prepayment penalty associated with the repayment of the prior indebtedness. The Company recognized a net gain from early extinguishment of debt totaling approximately $14.6 million primarily consisting of the acceleration of the remaining balance related to the historical fair value debt adjustment. On April 24, 2017, the Company’s consolidated entity entered into an interest rate lock and commitment agreement for the financing. 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 cash-settled the contracts by making cash payments to the counterparties aggregating approximately $14.4 million, which amount will increase the Company’s interest expense over the ten-year term of the financing, resulting in an effective GAAP interest rate on the financing of approximately 3.64% per annum, inclusive of the amortization of financing costs and additional mortgage recording taxes.

Transactions completed subsequent to June 30, 2017:

•

On July 28, 2017, a joint venture in which the Company has a 50% interest obtained mortgage financing collateralized by its Colorado Center property totaling $550.0 million. The mortgage financing bears interest at a fixed rate of 3.56% per annum and matures on August 9, 2027. The loan requires interest-only payments during the 10-year term of the loan, with the entire principal amount due at maturity. Colorado Center is a six-building office complex that sits on a 15-acre site and contains an aggregate of approximately 1,184,000 net rentable square feet with an underground parking garage for 3,100 vehicles located in Santa Monica, California.

•

On July 26, 2017, a joint venture between the Company and The Bernstein Companies entered into a build-to-suit lease agreement with an affiliate of Marriott International, Inc.

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under which Marriott will lease 100% of an approximately 720,000 square foot office building and below-grade parking garage to be constructed by the joint venture at 7750 Wisconsin Avenue in Bethesda, Maryland. The office building will be leased to Marriott for 20 years on a net basis and will serve as Marriott’s world-wide headquarters. The Company and The Bernstein Companies will each own a 50% interest in the joint venture. The Company will serve as development manager for the venture and expects to commence construction in 2018. Marriott has agreed to fund 100% of the related tenant improvement costs and leasing commissions for the office building.

•

Since June 30, 2017, the Company has signed leases aggregating approximately 1.3 million square feet, including a 720,000 square foot lease with Marriott and a 220,000 square foot lease renewal with Aramis (Estee Lauder) at 767 Fifth Avenue (the General Motors Building). From January 1, 2017 through July 31, 2017, the Company has leased an aggregate of approximately 2.8 million square feet.

EPS and FFO per Share Guidance:

The Company’s guidance for the third 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 $2.72—$2.77 per share from $2.60—$2.68 per share. This is an increase of $0.11 per share at the mid-point consisting primarily of lower projected depreciation and amortization expense of $0.07 per share, $0.04 per share improvement in same property net operating income (“NOI”), a $0.01 per share increase in development and management services revenue, offset by a $0.01 decrease from the Company’s recent financing activities.

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Additionally, the Company has updated its projected FFO per share (diluted) for the full year 2017 to $6.20—$6.25 per share from $6.15—$6.23 per share. This is an increase of $0.04 per share at the midpoint consisting primarily of a $0.04 per share improvement in same property NOI, a $0.01 per share increase in development and management services revenue, offset by a $0.01 decrease from the Company’s recent financing activities.


	Third Quarter 2017						Full Year 2017
	Low		—		High		Low		—		High
Projected EPS (diluted)	$	0.65		—	$	0.67	$	2.72		—	$	2.77
Add:
Projected Company Share of Real Estate Depreciation and Amortization		0.87		—		0.87		3.50		—		3.50
Less:
Projected Company Share of Gains on Sales of Real Estate		—		—		—		0.02		—		0.02

Projected FFO per Share (diluted)	$	1.52		—	$	1.54	$	6.20		—	$	6.25

Boston Properties will host a conference call on Wednesday, August 2, 2017 at 10:00 AM Eastern Time, open to the general public, to discuss the second 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 41585284. A replay of the conference call will be available through August 16, 2017, by dialing (855) 859-2056 (Domestic) or (404) 537-3406 (International) and entering the passcode 41585284. There will also be a live audio webcast of the call which may be accessed on the Company’s website at www.bostonproperties.com in the Investor Relations section. Shortly after the call a replay of the webcast will be available in the Investor Relations section of the Company’s website and archived for up to twelve months following the call.

Additionally, a copy of Boston Properties’ second quarter 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.

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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 48.4 million square feet and consisting of 164 office properties (including six properties under construction), five retail properties, five residential properties (including three 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,” “budgeted,” “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 third 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)


	June 30, 2017			December 31, 2016
	(in thousands, except for share and par value amounts)
ASSETS
Real estate, at cost	$	19,015,077		$	18,862,648
Construction in progress		1,348,838			1,037,959
Land held for future development		250,451			246,656
Less: accumulated depreciation		(4,379,446	)		(4,222,235	)

Total real estate		16,234,920			15,925,028
Cash and cash equivalents		492,435			356,914
Cash held in escrows		47,345			63,174
Investments in securities		26,781			23,814
Tenant and other receivables, net		88,687			92,548
Accrued rental income, net		820,022			799,138
Deferred charges, net		658,219			686,163
Prepaid expenses and other assets		93,985			129,666
Investments in unconsolidated joint ventures		819,368			775,198

Total assets	$	19,281,762		$	18,851,643

LIABILITIES AND EQUITY
Liabilities:
Mortgage notes payable, net	$	2,986,283		$	2,063,087
Unsecured senior notes, net		7,250,356			7,245,953
Unsecured line of credit		—			—
Unsecured term loan		—			—
Mezzanine notes payable		—			307,093
Outside members’ notes payable		—			180,000
Accounts payable and accrued expenses		303,559			298,524
Dividends and distributions payable		130,432			130,308
Accrued interest payable		85,172			243,933
Other liabilities		452,608			450,821

Total liabilities		11,208,410			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 June 30, 2017 and December 31, 2016		200,000			200,000
Common stock, $0.01 par value, 250,000,000 shares authorized, 154,386,429 and 153,869,075 issued and 154,307,529 and 153,790,175 outstanding at June 30, 2017 and December 31, 2016, respectively		1,543			1,538
Additional paid-in capital		6,363,034			6,333,424
Dividends in excess of earnings		(694,320	)		(693,694	)
Treasury common stock at cost, 78,900 shares at June 30, 2017 and December 31, 2016		(2,722	)		(2,722	)
Accumulated other comprehensive loss		(53,161	)		(52,251	)

Total stockholders’ equity attributable to Boston Properties, Inc.		5,814,374			5,786,295
Noncontrolling interests:
Common units of the Operating Partnership		604,997			614,982
Property partnerships		1,653,981			1,530,647

Total equity		8,073,352			7,931,924

Total liabilities and equity	$	19,281,762		$	18,851,643

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BOSTON PROPERTIES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016
	(in thousands, except for per share amounts)
Revenue
Rental
Base rent	$	520,542		$	493,386		$	1,024,104		$	1,029,514
Recoveries from tenants		89,163			85,706			178,327			175,292
Parking and other		26,462			26,113			52,072			50,938

Total rental revenue		636,167			605,205			1,254,503			1,255,744
Hotel revenue		13,375			12,808			20,795			21,565
Development and management services		7,365			5,533			13,837			12,222

Total revenue		656,907			623,546			1,289,135			1,289,531


Expenses
Operating
Rental		230,454			217,938			458,741			437,110
Hotel		8,404			7,978			15,495			15,612
General and administrative		27,141			25,418			58,527			54,771
Transaction costs		299			913			333			938
Depreciation and amortization		151,919			153,175			311,124			312,623

Total expenses		418,217			405,422			844,220			821,054

Operating income		238,690			218,124			444,915			468,477
Other income (expense)
Income from unconsolidated joint ventures		3,108			2,234			6,192			4,025
Interest and other income		1,504			1,524			2,118			3,029
Gains from investments in securities		730			478			1,772			737
Gains from early extinguishments of debt		14,354			—			14,354			—
Interest expense		(95,143	)		(105,003	)		(190,677	)		(210,312	)

Income before gains on sales of real estate		163,243			117,357			278,674			265,956
Gains on sales of real estate		3,767			—			3,900			67,623

Net income		167,010			117,357			282,574			333,579
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnerships		(15,203	)		(6,814	)		(19,627	)		(17,278	)
Noncontrolling interest—common units of the Operating Partnership		(15,473	)		(11,357	)		(26,933	)		(32,771	)

Net income attributable to Boston Properties, Inc.		136,334			99,186			236,014			283,530
Preferred dividends		(2,625	)		(2,589	)		(5,250	)		(5,207	)

Net income attributable to Boston Properties, Inc. common shareholders	$	133,709		$	96,597		$	230,764		$	278,323

Basic earnings per common share attributable to Boston Properties, Inc. common shareholders:
Net income	$	0.87		$	0.63		$	1.50		$	1.81

Weighted average number of common shares outstanding		154,177			153,662			154,019			153,644

Diluted earnings per common share attributable to Boston Properties, Inc. common shareholders:
Net income	$	0.87		$	0.63		$	1.50		$	1.81

Weighted average number of common and common equivalent shares outstanding		154,331			153,860			154,273			153,889

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BOSTON PROPERTIES, INC.

FUNDS FROM OPERATIONS (1)

(Unaudited)


	Three months ended June 30,						Six months ended June 30,
	2017			2016			2017			2016
	(in thousands, except for per share amounts)
Net income attributable to Boston Properties, Inc. common shareholders	$	133,709		$	96,597		$	230,764		$	278,323
Add:
Preferred dividends		2,625			2,589			5,250			5,207
Noncontrolling interest—common units of the Operating Partnership		15,473			11,357			26,933			32,771
Noncontrolling interests in property partnerships		15,203			6,814			19,627			17,278
Less:
Gains on sales of real estate		3,767			—			3,900			67,623

Income before gains on sales of real estate		163,243			117,357			278,674			265,956
Add:
Depreciation and amortization		151,919			153,175			311,124			312,623
Noncontrolling interests in property partnerships’ share of depreciation and amortization		(19,327	)		(19,369	)		(40,742	)		(38,924	)
Company’s share of depreciation and amortization from unconsolidated joint ventures		9,629			4,618			18,670			9,114
Corporate-related depreciation and amortization		(486	)		(362	)		(1,011	)		(726	)
Less:
Noncontrolling interests in property partnerships		15,203			6,814			19,627			17,278
Preferred dividends		2,625			2,589			5,250			5,207

Funds from operations (FFO) attributable to the Operating Partnership common unitholders (including Boston Properties, Inc.)		287,150			246,016			541,838			525,558
Less:
Noncontrolling interest - common units of the Operating Partnership’s share of funds from operations		29,269			25,421			55,593			54,277

Funds from operations attributable to Boston Properties, Inc. common shareholders	$	257,881		$	220,595		$	486,245		$	471,281

Boston Properties, Inc.’s percentage share of funds from operations—basic		89.81	%		89.67	%		89.74	%		89.67	%

Weighted average shares outstanding - basic		154,177			153,662			154,019			153,644

FFO per share basic	$	1.67		$	1.44		$	3.16		$	3.07

Weighted average shares outstanding—diluted		154,331			153,860			154,273			153,889

FFO per share diluted	$	1.67		$	1.43		$	3.15		$	3.06

(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.

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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
	June 30, 2017			December 31, 2016
Boston		92.6	%		90.7	%
New York		88.7	%		90.2	%
San Francisco and Los Angeles		90.4	%		89.8	%
Washington, DC		90.9	%		89.9	%

Total Portfolio		90.8	%		90.2	%

AT THE COMPANY

Michael LaBelle

Executive Vice President,

Chief Financial Officer and Treasurer

(617) 236-3352

Arista Joyner

Investor Relations Manager

(617) 236-3343

###