15. Earnings Per Share / Common Unit

Boston Properties, Inc.

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



	For the Year Ended December 31, 2015
	Income (Numerator)			Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to Boston Properties, Inc. common shareholders	$	572,606		153,471	$	3.73
Effect of Dilutive Securities:
Stock Based Compensation	—			373	(0.01		)
Diluted Earnings:
Net income attributable to Boston Properties, Inc. common shareholders	$	572,606		153,844	$	3.72

	For the Year Ended December 31, 2014
	Income (Numerator)			Shares (Denominator)	Per Share Amount
	(in thousands, except for per share amounts)
Basic Earnings:
Net income attributable to Boston Properties, Inc. common shareholders	$	433,111		153,089	$	2.83
Effect of Dilutive Securities:
Stock Based Compensation	—			219	—
Diluted Earnings:
Net income attributable to Boston Properties, Inc. common shareholders	$	433,111		153,308	$	2.83

	For the Year Ended December 31, 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.	$	618,113		152,201	$	4.06
Discontinued operations attributable to Boston Properties, Inc.	123,641			—	0.81
Allocation of undistributed earnings to participating securities	(160		)	—	—
Net income attributable to Boston Properties, Inc. common shareholders	$	741,594		152,201	$	4.87
Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes	—			320	(0.01		)
Diluted Earnings:
Net income attributable to Boston Properties, Inc. common shareholders	$	741,594		152,521	$	4.86

Boston Properties Limited Partnership

The following table provides a reconciliation of both the net income attributable to Boston Properties Limited Partnership common unitholders and the number of common units used in the computation of basic earnings per common unit, which is calculated by dividing net income attributable to Boston Properties Limited Partnership common unitholders by the weighted-average number of common units outstanding during the period. The terms of the Series Two Preferred Units enable the holders to obtain OP Units of Boston Properties Limited Partnership and as a result these are considered participating securities. Unvested share-based payment awards that contain non-forfeitable rights to dividends or dividend equivalents (whether paid or unpaid) are also participating securities. As such, unvested restricted common stock of Boston Properties, Inc. and Boston Properties Limited Partnership’s LTIP Units, OPP Units and MYLTIP Units are considered participating securities. Participating securities are included in the computation of basic earnings per common unit using the two-class method. Participating securities are included in the computation of diluted earnings per common unit using the if-converted method if the impact is dilutive. Because the OPP Units and MYLTIP Units require Boston Properties, Inc. to outperform absolute and relative return thresholds, unless such thresholds have been met by the end of the applicable reporting period, Boston Properties Limited Partnership excludes such units from the diluted earnings per common unit calculation. Other potentially dilutive common units and the related impact on earnings are considered when calculating diluted earnings per common unit. Included in the number of units (the denominator) below are approximately 17,668,000, 17,364,000 and 16,925,000 redeemable common units for the years ended December 31, 2015, 2014 and 2013, respectively.



	For the Year Ended December 31, 2015
	Income (Numerator)		Units (Denominator)	Per Unit Amount
	(in thousands, except for per unit amounts)
Basic Earnings:
Net income attributable to Boston Properties Limited Partnership common unitholders	$	648,748	171,139	$	3.79
Effect of Dilutive Securities:
Stock Based Compensation	—		373	(0.01		)
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership common unitholders	$	648,748	171,512	$	3.78



	For the Year Ended December 31, 2014
	Income (Numerator)			Units (Denominator)	Per Unit Amount
	(in thousands, except for per unit amounts)
Basic Earnings:
Net income attributable to Boston Properties Limited Partnership common unitholders	$	499,129		170,453	$	2.93
Effect of Dilutive Securities:
Stock Based Compensation	—			219	(0.01		)
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership common unitholders	$	499,129		170,672	$	2.92

	For the Year Ended December 31, 2013
	Income (Numerator)			Units (Denominator)	Per Unit Amount
	(in thousands, except for per unit amounts)
Basic Earnings:
Income from continuing operations attributable to Boston Properties Limited Partnership	$	700,151		169,126	$	4.14
Discontinued operations attributable to Boston Properties Limited Partnership	141,365			—	0.84
Allocation of undistributed earnings to participating securities	(178		)	—	(0.01		)
Net income attributable to Boston Properties Limited Partnership common unitholders	$	841,338		169,126	$	4.97
Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes	—			320	—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership common unitholders	$	841,338		169,446	$	4.97