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•	enhances investors’ understanding of BXP and BPLP by enabling investors to view the business as a whole in the same manner as management views and operates the business;

•	eliminates duplicative disclosure and provides a more streamlined and readable presentation because a substantial portion of the disclosure applies to both BXP and BPLP; and

•	creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.

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•	Item 1. Financial Statements (unaudited), which includes the following specific disclosures for BXP and BPLP:

•	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations includes information specific to each entity, where applicable;

•	Item 2. Liquidity and Capital Resources includes separate reconciliations of amounts to each entity’s financial statements, where applicable;

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•	common units of partnership interest (also referred to as “OP Units”),

•	long term incentive units of partnership interest (also referred to as “LTIP Units”), and

•	preferred units of partnership interest (also referred to as “Preferred Units”).

•	158 Office properties (including six properties under construction/redevelopment);

•	one hotel;

•	five retail properties; and

•	four residential properties (including two properties under construction).

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(1)	Investments with deficit balances aggregating approximately $23.9 million and $25.2 million at June 30, 2016 and December 31, 2015, respectively, have been reflected within Other Liabilities on the Company’s Consolidated Balance Sheets.

(2)	The Company’s economic ownership has increased based on the achievement of certain return thresholds.

(3)	The Company’s wholly-owned entity that owns the office component of the project also owns a 33.3% interest in the entity owning the land, parking garage and infrastructure of the project.

(4)	The joint venture owns four in-service buildings and two undeveloped land parcels.

(5)	Under the joint venture agreement for this land parcel, the partner will be entitled to up to two additional payments from the venture based on increases in total entitled square footage of the project above 520,000 square feet and achieving certain project returns at stabilization.

(6)	The entity is a VIE (See Note 2).

(1)

This amount represents the aggregate difference between the Company’s historical cost basis and the basis reflected at the joint venture level, which is typically amortized over the life of the related assets and liabilities. Basis differentials occur from impairment of investments and upon the transfer of assets that were previously owned by the Company into a joint venture. In addition, certain acquisition, transaction and other costs may not be reflected in the net assets at the joint venture level.

(2)	Investments with deficit balances aggregating approximately $23.9 million and $25.2 million at June 30, 2016 and December 31, 2015, respectively, have been reflected within Other Liabilities on the Company’s Consolidated Balance Sheets.

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(1)	Includes straight-line rent adjustments of approximately $3.6 million and $0.3 million for the three months ended June 30, 2016 and 2015, respectively, and approximately $5.8 million and $2.0 million for the six months ended June 30, 2016 and 2015, respectively.

(2)

During the six months ended June 30, 2015, the Company received a distribution of approximately $24.5 million, which was generated from the excess loan proceeds from the refinancing of 901 New York Avenue’s mortgage loan to a new 10-year mortgage loan totaling $225.0 million.  The Company’s allocation of income and distributions for the six months ended June 30, 2015 was not proportionate to its nominal ownership interest as a result of the achievement of specified investment return thresholds, as provided for in the joint venture agreement.

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(1)	Yield on issuance date including the effects of discounts on the notes and the amortization of financing costs.

(2)	No principal amounts are due prior to maturity.

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(1)	Consists of amounts from previous interest rate hedging programs entered into prior to 2015.

(1)	Consists of amounts from previous interest rate hedging programs entered into prior to 2015.

(1)	Consists of amounts from previous interest rate hedging programs entered into prior to 2015.

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(1)	Includes a special distribution of $1.25 per unit.

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(1)	Includes a special dividend/distribution of $1.25 per share/OP Unit and LTIP Unit.

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•	if there is a negative change in the economy including, but not limited to, a reversal of current job growth trends and an increase in unemployment, it could have a negative effect on the following, among other things:

•	the fundamentals of our business, including overall market occupancy, tenant space utilization, and rental rates;

•	the financial condition of our tenants, many of which are financial, legal, media/telecommunication, technology and other professional firms, our lenders, counterparties to our derivative financial instruments and institutions that hold our cash balances and short-term investments, which may expose us to increased risks of default by these parties; and

•	the value of our real estate assets, which may limit our ability to dispose of assets at attractive prices or obtain or maintain debt financing secured by our properties or on an unsecured basis;

•	the vote by the United Kingdom to exit the European Union could adversely impact global economic conditions and contribute to instability in global financial markets, which could adversely affect our business opportunities, results of operations and financial condition;

•	general risks affecting the real estate industry (including, without limitation, the inability to enter into or renew leases, tenant space utilization, dependence on tenants’ financial condition, and competition from other developers, owners and operators of real estate);

•	failure to manage effectively our growth and expansion into new markets and sub-markets or to integrate acquisitions and developments successfully;

•	the ability of our joint venture partners to satisfy their obligations;

•	risks and uncertainties affecting property development and construction (including, without limitation, construction delays, increased construction costs, cost overruns, inability to obtain necessary permits, tenant accounting considerations that may result in negotiated lease provisions that limit a tenant’s liability during construction, and public opposition to such activities);

•	risks associated with the availability and terms of financing and the use of debt to fund acquisitions and developments or refinance existing indebtedness, including the impact of higher interest rates on the cost and/or availability of financing;

•	risks associated with forward interest rate contracts and the effectiveness of such arrangements;

•	risks associated with downturns in the national and local economies, increases in interest rates, and volatility in the securities markets;

•	risks associated with actual or threatened terrorist attacks;

•	costs of compliance with the Americans with Disabilities Act and other similar laws;

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•	potential liability for uninsured losses and environmental contamination;

•	risks associated with security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems, which support our operations and our buildings;

•	risks associated with BXP’s potential failure to qualify as a REIT under the Internal Revenue Code of 1986, as amended;

•	possible adverse changes in tax and environmental laws;

•	the impact of newly adopted accounting principles on our accounting policies and on period-to-period comparisons of financial results;

•	risks associated with possible state and local tax audits;

•	risks associated with our dependence on key personnel whose continued service is not guaranteed; and

•	the other risk factors identified in our most recently filed Annual Reports on Form 10-K, including those described under the caption “Risk Factors.”

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(1)	Represents leases for which rental revenue recognition has commenced in accordance with GAAP during the three and six months ended June 30, 2016.

(2)

Represents leases executed during the three and six months ended June 30, 2016 for which we either (1) commenced rental revenue recognition in such period or (2) will commence rental revenue recognition in subsequent periods, in accordance with GAAP, and includes leases at properties currently under development. The total square feet of leases executed and recognized in the three and six months ended June 30, 2016 is 145,869 and 286,112, respectively.

(3)	Second generation leases are defined as leases for space that had previously been leased by us. Of the 1,304,751 and 2,681,314 square feet of second generation leases that commenced during the three and six months ended June 30, 2016, respectively, leases for 1,163,010 and 2,405,089 square feet were signed in prior periods.

(4)	Total transaction costs include tenant improvements and leasing commissions and exclude free rent concessions and other inducements in accordance with GAAP.

(5)

Represents the increase in gross rent (base rent plus expense reimbursements) on the new versus expired leases on the 1,081,775 and 2,270,980 square feet of second generation leases that had been occupied within the prior 12 months for the three and six months ended June 30, 2016, respectively; excludes leases that management considers temporary because the tenant is not expected to occupy the space on a long-term basis.

(6)

Represents the increase in net rent (gross rent less operating expenses) on the new versus expired leases on the 1,081,775 and 2,270,980 square feet of second generation leases that had been occupied within the prior 12 months for the three and six months ended June 30, 2016, respectively; excludes leases that management considers temporary because the tenant is not expected to occupy the space on a long-term basis.

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•

On April 4, 2016, a joint venture in which we have a 50% interest extended the loan collateralized by its Annapolis Junction Building Seven property. At the time of the extension, the outstanding balance of the loan totaled approximately $21.5 million and was scheduled to mature on April 4, 2016. The extended loan has a total commitment amount of $22.0 million, bears interest at a variable rate equal to LIBOR plus 1.65% per annum and matures on April 4, 2017, with one, one-year extension option, subject to certain conditions. Annapolis Junction Building Seven is a Class A office property with approximately 127,000 net rentable square feet located in Annapolis, Maryland.

•	On April 11, 2016, we used available cash to repay the mortgage loan collateralized by our Fountain Square property located in Reston, Virginia totaling approximately $211.3 million. The mortgage loan bore interest at a fixed rate of 5.71% per annum and was scheduled to mature on October 11, 2016. There was no prepayment penalty.

•

On April 11, 2016, a joint venture in which we have a 50% interest received a Notice of Event of Default from the lender for the loan collateralized by its Annapolis Junction Building One property. The Event of Default relates to the loan to value ratio not being in compliance with the loan agreement. The joint venture is currently in discussions with the lender regarding the Event of Default, although there can be no assurance as to the outcome of those discussions. The estimated fair value of our investment in the unconsolidated joint venture exceeds our carrying value. The loan has an outstanding balance of approximately $39.9 million, is non-recourse to us, bears interest at a variable rate equal to LIBOR plus 1.75% per annum and has a stated maturity date of March 31, 2018, with one, three-year extension option, subject to certain conditions. Annapolis Junction Building One is a Class A office property with approximately 118,000 net rentable square feet located in Annapolis, Maryland.

•

On April 22, 2016, we acquired 3625-3635 Peterson Way located in Santa Clara, California for a purchase price of approximately $78.0 million in cash. 3625-3635 Peterson Way is an approximately 218,000 net rentable square foot office property. The property is 100% leased to a single tenant through March 2021. Following the lease expiration, we intend to develop the site into a Class A office campus containing an aggregate of approximately 632,000 net rentable square feet.

•	On May 27, 2016, we completed and fully placed in-service 601 Massachusetts Avenue, a Class A office project with approximately 479,000 net rentable square feet located in Washington, DC. The property is 90% leased.

•	On May 27, 2016, we completed and fully placed in-service 804 Carnegie Center, a Class A office project with approximately 130,000 net rentable square feet located in Princeton, New Jersey. The property is 100% leased.

•	On June 24, 2016, we completed and fully placed in-service 10 CityPoint, a Class A office project with approximately 241,000 net rentable square feet located in Waltham, Massachusetts. The property is 97% leased.

•

On July 1, 2016, we entered the Los Angeles market through our acquisition of a 49.8% interest in an existing joint venture that owns and operates Colorado Center located in Santa Monica, California for a gross purchase price of approximately $511.1 million, or approximately $503.6 million in cash net of credits for free rent, unfunded leasing costs and other adjustments. 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. The property is 68% leased.

•

On July 29, 2016, we executed an agreement for the sale of a parcel of land within our Broad Run Business Park property located in Loudoun County, Virginia for a sale price of approximately $18.0 million, which exceeded the carrying value of the property. The sale is subject to the satisfaction of customary closing conditions and there can be no assurance that the sale will be consummated on the terms currently contemplated or at all.

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(1)

For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 47. Residential Net Operating Income for the six months ended June 30, 2016 and 2015 are comprised of Residential Revenue of $8,137 and $10,665 less Residential Expenses of $3,206 and $5,077, respectively. Hotel Net Operating Income for the six months ended June 30, 2016 and 2015 are comprised of Hotel Revenue of $21,565 and $22,488 less Hotel Expenses of $15,612 and $16,071, respectively, per the Consolidated Statements of Operations.

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(1)	This property was owned by a consolidated entity in which we had a 50% interest.

(2)	This is a 26-acre site with one occupied and three vacant office buildings.

(3)	This property has 335 apartment units and approximately 50,000 net rentable square feet of retail space.

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

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

(3)

Average Economic Occupancy is defined as total possible revenue less vacancy loss as a percentage of total possible revenue. Total possible revenue is determined by valuing average occupied units at contract rates and average vacant units at Market Rents. Vacancy loss is determined by valuing vacant units at current Market Rents. By measuring vacant units at their Market Rents, Average Economic Occupancy takes into account the fact that units of different sizes and locations within a residential property have different economic impacts on a residential property's total possible gross revenue. Market Rents used by us in calculating Economic Occupancy are based on the current market rates set by the managers of our 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.

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(1)	With the exception of the Same Property Portfolio, the depreciation and amortization expense were the same for BXP and BPLP. The depreciation and amortization expense for BPLP for the Same Property Portfolio was $301,233 and $311,167 for the six months ended June 30, 2016 and 2015, respectively. For additional information about the differences between BXP and BPLP, see the Explanatory Note.

(2)

The decrease is due to the fact that during the six months ended June 30, 2015, we accelerated depreciation and amortization at 767 Fifth Avenue (the General Motors Building) in New York City due to a lease termination. This acceleration was partially offset by an increase in depreciation and amortization at 250 West 55th Street in New York City due to the commencement of several new leases and therefore the occupancy percentage increased from approximately 70% at June 30, 2015 to approximately 81% at June 30, 2016. Leasehold improvements and leasing commissions are depreciated and amortized over their respective lease terms. In addition, during the six months ended June 30, 2016, we commenced the repositioning of 1330 Connecticut Avenue in Washington, DC and therefore accelerated depreciation and amortization on the portion of the building that is being repositioned.

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(1)	The related interest expense from the Outside Members’ Notes Payable totaled approximately $16.7 million and $15.0 million for the six months ended June 30, 2016 and 2015, respectively. These amounts are fully allocated to the outside joint venture partners as an adjustment to Noncontrolling Interests in Property Partnerships in our Consolidated Statements of Operations.

(2)	Includes the repayment of Kingstowne Two and Kingstowne Retail and Fountain Square.

(3)	The increase was primarily due to the commencement and continuation of several development projects. For a list of development projects refer to “Liquidity and Capital Resources” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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(1)	With the exception of 415 Main Street the gains on sales of real estate were the same for BXP and BPLP. The gain on sale of real estate for BPLP was $69.8 million for 415 Main Street. For additional information about the differences between BXP and BPLP, see the Explanatory Note.

(2)

This property has 335 apartment units and approximately 50,000 net rentable square feet of retail space. We have agreed to provide net operating income support of up to $6.0 million should the property’s net operating income fail to achieve certain thresholds. As of June 30, 2016, we have a remaining obligation of approximately $4.1 million. This amount has been recorded as a reduction to the gain on sale. This property is subject to a ground lease that expires on February 1, 2068.

(1)	On September 18, 2015, we sold this property (See Note 9 to the Consolidated Financial Statements).

(2)	On September 15, 2015, we acquired our partners' nominal 50% interest (See Note 9 to the Consolidated Financial Statements).

(3)	The net loss allocation is primarily due to the partners’ share of the interest expense for the outside members’ notes payable which was $16.7 million and $15.0 million for the six months ended June 30, 2016 and 2015, respectively.

(4)	This decrease is due to expiring leases.

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(1)

For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 47. Residential Net Operating Income for the three months ended June 30, 2016 and 2015 are comprised of Residential Revenue of $4,088 and $3,811 less Residential Expenses of $1,606 and $1,531, respectively. Hotel Net Operating Income for the three months ended June 30, 2016 and 2015 are comprised of Hotel Revenue of $12,808 and $13,403 less Hotel Expenses of $7,978 and $8,495, respectively, per the Consolidated Statements of Operations.

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(1)	This property was owned by a consolidated entity in which we had a 50% interest.

(2)	This is a 26-acre site with one occupied and three vacant office buildings.

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

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

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(3)

Average Economic Occupancy is defined as total possible revenue less vacancy loss as a percentage of total possible revenue. Total possible revenue is determined by valuing average occupied units at contract rates and average vacant units at Market Rents. Vacancy loss is determined by valuing vacant units at current Market Rents. By measuring vacant units at their Market Rents, Average Economic Occupancy takes into account the fact that units of different sizes and locations within a residential property have different economic impacts on a residential property's total possible gross revenue. Market Rents used by us in calculating Economic Occupancy are based on the current market rates set by the managers of our 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.

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(1)	With the exception of the Same Property Portfolio, the depreciation and amortization expense were the same for BXP and BPLP. The depreciation and amortization expense for BPLP for the Same Property Portfolio was $146,907 and $162,810 for the three months ended June 30, 2016 and 2015, respectively. For additional information about the differences between BXP and BPLP, see the Explanatory Note.

(2)

The decrease is due to the fact that during the three months ended June 30, 2015, we accelerated depreciation and amortization at 767 Fifth Avenue (the General Motors Building) in New York City due to a lease termination. Leasehold improvements and leasing commissions are depreciated and amortized over their respective lease terms. This decrease was partially offset by the acceleration of depreciation and amortization during the three months ended June 30, 2016, related to the repositioning of 1330 Connecticut Avenue in Washington, DC.

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(1)	The related interest expense from the Outside Members’ Notes Payable totaled approximately $8.5 million and $7.6 million for the three months ended June 30, 2016 and 2015, respectively. These amounts are fully allocated to the outside joint venture partners as an adjustment to Noncontrolling Interests in Property Partnerships in our Consolidated Statements of Operations.

(2)	Includes the repayment of Kingstowne Two and Kingstowne Retail and Fountain Square.

(3)	The increase was primarily due to the commencement and continuation of several development projects. For a list of development projects refer to “Liquidity and Capital Resources” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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(1)	On September 18, 2015, we sold this property (See Note 9 to the Consolidated Financial Statements).

(2)	On September 15, 2015, we acquired our partners’ nominal 50% interest (See Note 9 to the Consolidated Financial Statements).

(3)	The net loss allocation is primarily due to the partners’ share of the interest expense for the outside members’ notes payable, which was $8.5 million and $7.6 million for the three months ended June 30, 2016 and 2015, respectively.

(4)	This decrease is due to expiring leases.

•	fund normal recurring expenses;

•	meet debt service and principal repayment obligations, including balloon payments on maturing debt;

•	fund capital expenditures, including major renovations, tenant improvements and leasing costs;

•	fund development costs;

•	fund dividend requirements on BXP’s Series B Preferred Stock;

•	fund possible property acquisitions; and

•	make the minimum distribution required to enable BXP to maintain its REIT qualification under the Internal Revenue Code of 1986, as amended.

•	cash flow from operations;

•	distribution of cash flows from joint ventures;

•	cash and cash equivalent balances;

•	issuances of BXP equity securities and/or additional preferred or common units of partnership interest in BPLP;

•	BPLP’s Unsecured Line of Credit and other short-term bridge facilities;

•	construction loans;

•	long-term secured and unsecured indebtedness (including unsecured exchangeable indebtedness); and

•	sales of real estate.

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(1)	Represents our share. Includes net revenue during lease up period, acquisition expenses and approximately $58.1 million of construction cost and leasing commission accruals.

(2)	Represents percentage leased as of August 2, 2016, including leases with future commencement dates.

(3)	As of August 2, 2016, this property was 12% placed in-service.

(4)	Includes approximately 9,000 square feet of retail space from the Cambridge Residential / 88 Ames development which is 0% leased.

(5)	As of August 2, 2016, this property was 4% placed in-service.

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(1)	On April 22, 2016, we acquired 3625-3635 Peterson Way located in Santa Clara, California for a purchase price of approximately $78.0 million in cash (See Note 3 to the Consolidated Financial Statements).

(2)

Construction in progress for the six months ended June 30, 2016 includes ongoing expenditures associated with 601 Massachusetts Avenue, 804 Carnegie Center and 10 CityPoint, which were fully placed in-service during the six months ended June 30, 2016. In addition, we incurred costs associated with our continued development of Salesforce Tower, 888 Boylston Street, the Prudential Center retail expansion and Cambridge and Reston Signature Site residential projects.

(3)	On February 1, 2016, we completed the sale of our 415 Main Street property located in Cambridge, Massachusetts to the tenant for a gross sale price of approximately $105.4 million.  Net cash proceeds totaled approximately $104.9 million.

(4)	Cash released from escrow for investing activities for the six months ended June 30, 2016 was related to the release of an escrow account related to the repayment of the secured debt collateralized by our Fountain Square property located in Reston, Virginia (See Note 5 to the Consolidated Financial Statements).

(5)	Deposits on real estate for the six months ended June 30, 2016 was related to a deposit we made prior to our closing on the acquisition of a 49.8% interest in an existing joint venture that owns and operates Colorado Center located in Santa Monica, California (See Note 14 to the Consolidated Financial Statements).

(6)	Capital contributions to unconsolidated joint ventures for the six months ended June 30, 2016 were primarily due to cash contributions of approximately $9.4 million, $9.7 million and $7.0 million to our Hub on Causeway, 1265 Main Street and Dock72 joint ventures, respectively.

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(7)

Capital distributions from unconsolidated joint ventures decreased due to a distribution made by the joint venture that owns 901 New York Avenue located in Washington, DC. During the six months ended June 30, 2015, we received a distribution of approximately $24.5 million, which was generated from the excess loan proceeds from the joint venture’s refinancing of its mortgage loan to a new 10-year mortgage loan totaling $225.0 million.  Our allocation of income and distributions for the six months ended June 30, 2015 was not proportionate to our nominal ownership interest as a result of the achievement of specified investment return thresholds, as provided for in the joint venture agreement.

(1)	Values based on the closing price per share of BXP’s Common Stock on June 30, 2016 of $131.90, except for the Series B Cumulative Redeemable Preferred Stock which have been valued at the liquidation preference of $2,500.00 per share (see Note 4 below).

(2)	As of June 30, 2016, includes 59,777 shares of restricted stock.

(3)	Includes 912,605 long-term incentive plan units (including 166,629 2012 OPP Units and 94,933 2013 MYLTIP Units), but excludes an aggregate of 1,314,993 MYLTIP Units granted between 2014 and 2016.

(4)	On or after March 27, 2018, BXP, at its option, may redeem the Series B Preferred Stock for a cash redemption price of $2,500.00 per share ($25.00 per depositary share), plus all accrued and unpaid dividends. The Series B Preferred Stock is not redeemable by the holders, has no maturity date and is not convertible into or exchangeable for any other security of BXP or any of its affiliates.

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(1)	See page 75 for additional information.

(2)	See page 74 for additional information.

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•	a leverage ratio not to exceed 60%, however the leverage ratio may increase to no greater than 65% provided that it is reduced back to 60% within one year;

•	an unsecured leverage ratio not to exceed 60%, however the leverage ratio may increase to no greater than 65% provided that it is reduced back to 60% within one year;

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(1)	GAAP interest rate differs from the stated interest rate due to the inclusion of the amortization of financing charges, effects of hedging transactions and adjustments required to reflect loans at their fair values upon acquisition or consolidation. All adjustments to reflect loans at their fair value upon acquisition or consolidation are noted above.

(2)	On January 1, 2016, we adopted ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”) (See Note 2 to the Consolidated Financial Statements).

(3)	The mortgage loan requires interest only payments with a balloon payment due at maturity.

(4)	On December 19, 2006, we terminated the forward-starting interest rate swap contracts related to this financing and received approximately $10.9 million, which amount is reducing our GAAP interest expense for this mortgage over the term of the financing, resulting in an effective interest rate of 5.41% per annum for the financing. The stated interest rate is 5.57% per annum.

(5)	Under a previous interest rate hedging program, we are reclassifying into earnings over the eight-year term of the loan as an increase in interest expense approximately $26.4 million (approximately $3.3 million per year) of the amounts recorded on our Consolidated Balance Sheets within Accumulated Other Comprehensive Loss resulting in an effective interest rate of 7.02% per annum.

(6)	This property is owned by a consolidated entity in which we have a 60% interest.

(7)

In connection with the assumption of the loan, we guaranteed the joint venture’s obligation to fund various escrows, including tenant improvements, taxes and insurance in lieu of cash deposits. As of June 30, 2016, the maximum funding obligation under the guarantee was approximately $32.5 million. We earn a fee from the joint venture for providing the guarantee and have an agreement with our partners to reimburse the joint venture for their share of any payments made under the guarantee.

(8)	This property is owned by a consolidated entity in which we have a 55% interest.

(1)	GAAP interest rate differs from the stated interest rate due to adjustments required to reflect loans at their fair values upon acquisition or consolidation. The adjustment to reflect the loan at its fair value upon consolidation is noted above.

(2)	This property is owned by a consolidated joint venture in which we have a 60% interest.

(3)	The mezzanine note requires interest only payments with a balloon payment due at maturity.

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(1)	GAAP interest rate differs from the stated interest rate due to the inclusion of the amortization of financing charges.

(2)	On January 1, 2016, we adopted ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”) (See Note 2 to the Consolidated Financial Statements).

(3)	The loan requires interest only payments with a balloon payment due at maturity.

(4)	The mortgage loan bears interest at a variable rate equal to LIBOR plus 1.50% per annum.

(5)

On April 11, 2016, a joint venture in which we have a 50% interest received a Notice of Event of Default from the lender for the loan collateralized by this property. The Event of Default relates to the loan to value ratio not being in compliance with the loan agreement. The joint venture is currently in discussions with the lender regarding the Event of Default, although there can be no assurance as to the outcome of those discussions (See Note 4 to the Consolidated Financial Statements). The loan bears interest at a variable rate equal to LIBOR plus 1.75% per annum and has a stated maturity date of March 31, 2018 with one, three-year extension option, subject to certain conditions.

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(6)	The construction financing bears interest at a variable rate equal to LIBOR plus 2.25% per annum.

(7)	The construction financing bears interest at a variable rate equal to LIBOR plus 1.65% per annum and matured on April 4, 2017 with one, one-year extension option, subject to certain conditions.

(8)	The construction financing bears interest at a variable rate equal to LIBOR plus 1.50% per annum and matures on June 23, 2017 with two, one-year extension options, subject to certain conditions.

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(1)	Real estate depreciation and amortization consists of depreciation and amortization from the Consolidated Statements of Operations of $153,175 and $167,844, our share of unconsolidated joint venture real estate depreciation and amortization of $4,618 and $3,886, less corporate related depreciation and amortization of $362 and $346 for the three months ended June 30, 2016 and 2015, respectively.

(1)	BXP’s share of diluted FFO was 89.68% and 89.68% for the three months ended June 30, 2016 and 2015, respectively.

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(1)	Real estate depreciation and amortization consists of depreciation and amortization from the Consolidated Statements of Operations of $151,191 and $165,846, our share of unconsolidated joint venture real estate depreciation and amortization of $4,618 and $3,886, less corporate related depreciation and amortization of $362 and $346 for the three months ended June 30, 2016 and 2015, respectively.

(2)	Our calculation includes OP Units and vested LTIP Units (including vested 2012 OPP Units and vested 2013 MYLTIP Units).

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(a)

During the three months ended June 30, 2016, Boston Properties, Inc. issued an aggregate of 65,370 shares of common stock in exchange for 65,370 common units of limited partnership held by certain limited partners of Boston Properties Limited Partnership. Of these shares, 35,000 shares were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended. We relied on the exemption under Section 4(a)(2) based upon factual representations received from the limited partner who received the shares of common stock.

(b)	Not applicable.

(c)	Issuer Purchases of Equity Securities.

(1)

Represents shares of restricted common stock of Boston Properties, Inc. repurchased in connection with the termination of certain employees’ employment with Boston Properties, Inc. Under the terms of the applicable restricted stock award agreements, such shares were repurchased by Boston Properties, Inc. at a price of $0.01 per share, which was the amount originally paid by such employees for such shares.

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(a)

Each time Boston Properties, Inc. issues shares of stock (other than in exchange for common units of limited partnership of Boston Properties Limited Partnership when such common units are presented for redemption), it contributes the proceeds of such issuance to Boston Properties Limited Partnership in return for an equivalent number of partnership units with rights and preferences analogous to the shares issued. During the three months ended June 30, 2016, in connection with issuances of common stock by Boston Properties, Inc. pursuant to the settlement of deferred stock awards and issuances to non-employee directors of Boston Properties, Inc. of restricted common stock under the 2012 Plan, Boston Properties Limited Partnership issued an aggregate of approximately 5,053 common units to Boston Properties, Inc. in exchange for approximately $35.46, the aggregate proceeds of such common stock issuances to Boston Properties, Inc. Such units were issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

(a)	Not applicable.

(b)	Issuer Purchases of Equity Securities.

(1)

Represents common units of limited partnership interest of Boston Properties Limited Partnership previously held by Boston Properties, Inc. that were redeemed in connection with the repurchase of shares of restricted common stock of Boston Properties, Inc. in connection with the termination of a certain employee’s employment with Boston Properties, Inc. Under the terms of the applicable restricted stock award agreement, such shares were repurchased by Boston Properties, Inc. at a price of $0.01 per share, which was the amount originally paid by such employee for such shares.

(2)

Includes 1,052 LTIP units, 282 2012 OPP units, 173 2013 MYLTIP units, 762 2014 MYLTIP units, 718 2015 MYLTIP units and 1,096 2016 MYLTIP units that were repurchased in connection with the termination of an employee’s employment with us. Under the terms of the applicable LTIP unit vesting agreements and OPP and MYLTIP award agreements, these units were repurchased by Boston Properties Limited Partnership at a price of $0.25 per unit, which was the amount originally paid by such employee for such units. Also includes 370 common units of limited partnership interest of Boston Properties Limited Partnership previously held by Boston Properties, Inc. that were redeemed in connection with the repurchase of shares of restricted common stock of Boston Properties, Inc. in connection with the termination of an employee’s employment with us. Under the terms of the applicable restricted stock award agreement, such shares were repurchased by us at a price of $0.01 per share, which was the amount originally paid by such employee for such shares.

(3)

Includes 1,505 LTIP units, 282 2012 OPP units, 173 2013 MYLTIP units and 381 2014 MYLTIP units that were repurchased in connection with the termination of an employee’s employment with Boston Properties, Inc. Under the terms of the applicable LTIP unit vesting agreements and OPP and MYLTIP award agreements, such units were repurchased by Boston Properties Limited Partnership at a price of $0.25 per unit, which was the amount originally paid by such employee for such units.

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(a)	None.

(b)	None.

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(a)	Exhibits

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