Earnings Per Share

The following table provides a reconciliation of both the net income attributable to Boston Properties, Inc. and the number of common shares used in the computation of basic earnings per share (“EPS”), which is calculated by dividing net income attributable to Boston Properties, Inc. by the weighted-average number of common shares outstanding during the period. The terms of the Series Two Preferred Units enable the holders to obtain OP Units of the Operating Partnership, as well as Common Stock of the Company. As a result, the Series Two Preferred Units are considered participating securities and are included in the computation of basic and diluted earnings per share of the Company if the effect of applying the if-converted method is dilutive. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are participating securities and shall be included in the computation of EPS pursuant to the two-class method. As a result, unvested restricted common stock of the Company, LTIP Units, OPP Units and 2013 MYLTIP Units are considered participating securities and are included in the computation of basic and diluted earnings per share of the Company if the effect of applying the if-converted method is dilutive. Because the OPP Units and 2013 MYLTIP Units require the Company to outperform absolute and relative return thresholds, unless such thresholds have been met by the end of the applicable reporting period, the Company excludes such units from the diluted EPS calculation. Other potentially dilutive common shares, including stock options, restricted stock and other securities of the Operating Partnership that are exchangeable for the Company’s Common Stock, and the related impact on earnings, are considered when calculating diluted EPS.



	For the three months ended June 30, 2013
	Income (Numerator)			Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Income from continuing operations attributable to Boston Properties, Inc.	$	451,632		151,938	$	2.97
Discontinued operations attributable to Boston Properties, Inc.	785			—	0.01
Allocation of undistributed earnings to participating securities	(3,629		)	—	(0.03		)
Net income attributable to Boston Properties, Inc. common shareholders	$	448,788		151,938	$	2.95
Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes	—			552	(0.01		)
Diluted Earnings:
Net income attributable to Boston Properties, Inc. common shareholders	$	448,788		152,490	$	2.94

	For the three months ended June 30, 2012
	Income (Numerator)			Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Income from continuing operations attributable to Boston Properties, Inc.	$	85,539		150,312	$	0.57
Discontinued operations attributable to Boston Properties, Inc.	33,020			—	0.22
Net income attributable to Boston Properties, Inc. common shareholders	$	118,559		150,312	$	0.79
Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes	—			382	(0.01		)
Diluted Earnings:
Net income attributable to Boston Properties, Inc. common shareholders	$	118,559		150,694	$	0.78

	For the six months ended June 30, 2013
	Income (Numerator)			Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Income from continuing operations attributable to Boston Properties, Inc.	$	484,118		151,793	$	3.19
Discontinued operations attributable to Boston Properties, Inc.	15,975			—	0.10
Allocation of undistributed earnings to participating securities	(3,179		)	—	(0.02		)
Net income attributable to Boston Properties, Inc. common shareholders	$	496,914		151,793	$	3.27



Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes	—		429	(0.01		)
Diluted Earnings:
Net income attributable to Boston Properties, Inc. common shareholders	$	496,914	152,222	$	3.26

	For the six months ended June 30,2012
	Income (Numerator)		Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Income from continuing operations attributable to Boston Properties, Inc.	$	133,465	149,328	$	0.89
Discontinued operations attributable to Boston Properties, Inc.	33,506		—	0.23
Net income attributable to Boston Properties, Inc. common shareholders	$	166,971	149,328	$	1.12
Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes	—		392	—
Diluted Earnings:
Net income attributable to Boston Properties, Inc. common shareholders	$	166,971	149,720	$	1.12