10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2012

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 0-50209

BOSTON PROPERTIES LIMITED PARTNERSHIP

(Exact name of Registrant as specified in its charter)

Delaware	04-3372948
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Prudential Center, 800 Boylston Street, Suite 1900, Boston, Massachusetts 02199-8103

(Address of principal executive offices) (Zip Code)

(617) 236-3300

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ¨	Accelerated filer                    ¨
Non-accelerated filer    x    (Do not check if a smaller reporting company)	Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

BOSTON PROPERTIES LIMITED PARTNERSHIP

FORM 10-Q

for the quarter ended September 30, 2012

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION
ITEM 1.	Financial Statements (unaudited)		1
	a) Consolidated Balance Sheets as of September 30, 2012 and December 31, 2011		1
	b) Consolidated Statements of Operations for the three and nine months ended September  30, 2012 and 2011		2
	c) Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2012 and 2011		3
	d) Consolidated Statements of Partners’ Capital for the nine months ended September  30, 2012 and 2011		4
	e) Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2011		5
	f) Notes to the Consolidated Financial Statements		7
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		33
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk		76
ITEM 4.	Controls and Procedures		77
PART II.	OTHER INFORMATION
ITEM 1.	Legal Proceedings		78
ITEM 1A.	Risk Factors		78
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds		78
ITEM 3.	Defaults Upon Senior Securities		79
ITEM 4.	Mine Safety Disclosures		79
ITEM 5.	Other Information		79
ITEM 6.	Exhibits		80
SIGNATURES			81

PART I. FINANCIAL INFORMATION

ITEM  1—Financial Statements.

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2012			December 31, 2011
	(in thousands, except for unit amounts)
ASSETS
Real estate, at cost	$	12,732,001		$	11,867,724
Construction in progress		937,475			818,685
Land held for future development		270,017			262,917
Less: accumulated depreciation		(2,788,106	)		(2,593,780	)
Total real estate		11,151,387			10,355,546
Cash and cash equivalents		1,223,215			1,823,208
Cash held in escrows		32,253			40,332
Investments in securities		11,792			9,548
Tenant and other receivables (net of allowance for doubtful accounts of $1,381 and $1,766, respectively)		45,039			79,838
Related party notes receivable		282,206			280,442
Interest receivable from related party notes receivable		102,122			89,854
Accrued rental income (net of allowance of $2,771 and $2,515, respectively)		579,553			522,675
Deferred charges, net		534,898			445,403
Prepaid expenses and other assets		132,109			75,458
Investments in unconsolidated joint ventures		664,690			669,722
Total assets	$	14,759,264		$	14,392,026
LIABILITIES AND CAPITAL
Liabilities:
Mortgage notes payable	$	2,848,686		$	3,123,267
Unsecured senior notes (net of discount of $10,783 and $9,814, respectively)		4,639,217			3,865,186
Unsecured exchangeable senior notes (net of discount of $2,012 and $3,462, respectively)		1,162,955			1,715,685
Unsecured line of credit		—			—
Accounts payable and accrued expenses		193,492			155,139
Distributions payable		93,461			91,901
Accrued interest payable		98,601			69,105
Other liabilities		309,004			293,515
Total liabilities		9,345,416			9,313,798
Commitments and contingencies		—			—
Noncontrolling interests:
Redeemable partnership units—995,997 and 1,113,044 series two preferred units outstanding (1,307,083 and 1,460,688 common units at redemption value, if converted) at September 30, 2012 and December 31, 2011, respectively		144,576			145,484
Redeemable partnership units—1,221,527 series four preferred units outstanding at redemption value at September 30, 2012		61,076			—
Redeemable partnership units—16,501,441 and 16,562,838 common units and 1,600,324 and 1,601,004 long term incentive units outstanding at redemption value at September 30, 2012 and December 31, 2011, respectively		2,002,236			1,809,119
Capital:
Boston Properties Limited Partnership partners’ capital—1,689,580 and 1,662,715 general partner units and 149,166,657 and 146,444,896 limited partner units outstanding at September 30, 2012 and December 31, 2011, respectively		3,207,812			3,124,688
Noncontrolling interests in property partnerships		(1,852	)		(1,063	)
Total capital		3,205,960			3,123,625
Total liabilities and capital	$	14,759,264		$	14,392,026

The accompanying notes are an integral part of these consolidated financial statements.

1

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
	(in thousands, except for per unit amounts)
Revenue
Rental
Base rent	$	370,494		$	358,607		$	1,098,870		$	1,042,729
Recoveries from tenants		59,957			53,194			169,179			146,689
Parking and other		23,070			21,679			69,021			61,838
Total rental revenue		453,521			433,480			1,337,070			1,251,256
Hotel revenue		9,359			8,045			26,224			22,897
Development and management services		8,024			8,178			25,734			24,699
Total revenue		470,904			449,703			1,389,028			1,298,852
Expenses
Operating
Rental		168,939			153,776			487,238			436,300
Hotel		6,886			6,032			19,601			18,052
General and administrative		19,757			16,917			66,442			60,281
Transaction costs		1,140			474			3,252			1,907
Depreciation and amortization		109,316			106,618			325,804			321,359
Total expenses		306,038			283,817			902,337			837,899
Operating income		164,866			165,886			486,691			460,953
Other income (expense)
Income from unconsolidated joint ventures		9,217			11,326			42,129			28,184
Interest and other income		4,001			1,252			8,029			4,179
Gains (losses) from investments in securities		587			(860	)		1,202			(481	)
Losses from early extinguishments of debt		(5,494	)		—			(4,453	)		—
Interest expense		(105,030	)		(95,117	)		(308,168	)		(288,225	)
Income from continuing operations		68,147			82,487			225,430			204,610
Discontinued operations
Income (loss) from discontinued operations		—			20			884			(60	)
Gain on sale of real estate from discontinued operations		—			—			38,445			—
Gain on forgiveness of debt from discontinued operations		—			—			18,361			—
Net income		68,147			82,507			283,120			204,550
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnership		(458	)		(86	)		(1,461	)		(1,118	)
Noncontrolling interest—redeemable preferred units		(874	)		(832	)		(2,440	)		(2,497	)
Net income attributable to Boston Properties Limited Partnership	$	66,815		$	81,589		$	279,219		$	200,935
Basic earnings per common unit attributable to Boston Properties Limited Partnership
Income from continuing operations	$	0.40		$	0.49		$	1.32		$	1.22
Discontinued operations		—			—			0.35			—
Net income	$	0.40		$	0.49		$	1.67		$	1.22
Weighted average number of common units outstanding		168,461			165,219			167,517			164,122
Diluted earnings per common unit attributable to Boston Properties Limited Partnership
Income from continuing operations	$	0.39		$	0.49		$	1.32		$	1.22
Discontinued operations		—			—			0.34			—
Net income	$	0.39		$	0.49		$	1.66		$	1.22
Weighted average number of common and common equivalent units outstanding		169,643			165,835			168,172			164,741

The accompanying notes are an integral part of these consolidated financial statements.

2

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

	Three months ended September 30,						Nine months ended September 30,
	2012			2011			2012			2011
	(in thousands)
Net income	$	68,147		$	82,507		$	283,120		$	204,550
Other comprehensive income:
Amortization of interest rate contracts		670			649			1,967			1,946
Other comprehensive income		670			649			1,967			1,946
Comprehensive income		68,817			83,156			285,087			206,496
Comprehensive income attributable to noncontrolling interests		(1,332	)		(918	)		(3,901	)		(3,615	)
Comprehensive income attributable to Boston Properties Limited Partnership	$	67,485		$	82,238		$	281,186		$	202,881

The accompanying notes are an integral part of these consolidated financial statements.

3

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF PARTNERS’ CAPITAL

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2012 AND 2011

(Unaudited and in thousands)

	Total Partners’ Capital
Balance at December 31, 2011	$	3,124,688
Contributions		249,100
Net income allocable to general and limited partner units		249,734
Distributions		(248,014	)
Accumulated other comprehensive loss		1,759
Unearned compensation		3,340
Conversion of redeemable partnership units		11,236
Adjustment to reflect redeemable partnership units at redemption value		(184,031	)
Balance at September 30, 2012	$	3,207,812
Balance at December 31, 2010	$	2,693,939
Contributions		450,299
Net income allocable to general and limited partner units		177,526
Distributions		(219,537	)
Accumulated other comprehensive loss		1,719
Unearned compensation		4,627
Conversion of redeemable partnership units		71,181
Adjustment to reflect redeemable partnership units at redemption value		75,292
Balance at September 30, 2011	$	3,255,046

The accompanying notes are an integral part of these consolidated financial statements.

4

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine months ended September 30,
	2012			2011
	(in thousands)
Cash flows from operating activities:
Net income	$	283,120		$	204,550
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		326,844			323,836
Non-cash compensation expense		24,859			23,702
Income from unconsolidated joint ventures		(42,129	)		(28,184	)
Distributions of net cash flow from operations of unconsolidated joint ventures		32,359			27,222
Losses (gains) from investments in securities		(1,202	)		481
Non-cash portion of interest expense		32,669			41,016
Settlement of accreted debt discount on repurchases of unsecured exchangeable senior notes		(68,760	)		—
Losses from early extinguishments of debt		(1,000	)		—
Gain on sale of real estate from discontinued operations		(38,445	)		—
Gain on forgiveness of debt from discontinued operations		(18,361	)		—
Change in assets and liabilities:
Cash held in escrows		7,803			(6,228	)
Tenant and other receivables, net		28,680			13,097
Accrued rental income, net		(59,505	)		(66,155	)
Prepaid expenses and other assets		(29,900	)		(66,597	)
Accounts payable and accrued expenses		3,713			5,341
Accrued interest payable		31,677			27,228
Other liabilities		(6,939	)		(15,664	)
Tenant leasing costs		(41,797	)		(40,786	)
Total adjustments		180,566			238,309
Net cash provided by operating activities		463,686			442,859
Cash flows from investing activities:
Acquisitions of real estate		(688,073	)		(41,100	)
Construction in progress		(238,627	)		(205,580	)
Building and other capital improvements		(32,159	)		(29,406	)
Tenant improvements		(108,100	)		(50,400	)
Proceeds from the sale of real estate		61,963			—
Proceeds from land transaction		—			43,887
Proceeds from mortgage loan released from escrow		—			267,500
Deposits on real estate		(15,000	)		10,000
Issuance of notes receivable, net		(1,764	)		(6,375	)
Capital contributions to unconsolidated joint ventures		(367	)		(17,867	)
Capital distributions from unconsolidated joint ventures		3,057			—
Investments in securities, net		(1,042	)		(1,061	)
Net cash used in investing activities		(1,020,112	)		(30,402	)

The accompanying notes are an integral part of these consolidated financial statements.

5

BOSTON PROPERTIES LIMITED PARTNERSHIP

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the nine months ended September 30,
	2012			2011
	(in thousands)
Cash flows from financing activities:
Proceeds from mortgage notes payable		—			1,178,306
Repayments of mortgage notes payable		(248,304	)		(1,196,074	)
Proceeds from unsecured senior notes		997,790			—
Redemption of unsecured senior notes		(225,000	)		—
Redemption/Repurchase of unsecured exchangeable senior notes		(507,434	)		—
Deferred financing costs		(8,448	)		(9,103	)
Net proceeds from ATM stock issuances		247,186			439,037
Net proceeds from equity transactions		216			9,554
Redemption of preferred units		(18,329	)		—
Distributions		(278,994	)		(248,601	)
Distributions to noncontrolling interest in property partnership		(2,250	)		(1,500	)
Net cash provided by (used in) financing activities		(43,567	)		171,619
Net increase (decrease) in cash and cash equivalents		(599,993	)		584,076
Cash and cash equivalents, beginning of period		1,823,208			478,948
Cash and cash equivalents, end of period	$	1,223,215		$	1,063,024
Supplemental disclosures:
Cash paid for interest	$	344,213		$	258,121
Interest capitalized	$	31,409		$	36,201
Non-cash investing and financing activities:
Additions to real estate included in accounts payable and accrued expenses	$	11,190		$	15,161
Mortgage note payable assumed in connection with the acquisition of real estate	$	—		$	143,900
Mortgage note payable extinguished through foreclosure	$	25,000		$	—
Real estate transferred upon foreclosure	$	8,198		$	—
Preferred units issued in connection with the acquisition of real estate	$	79,405		$	—
Distributions declared but not paid	$	93,461		$	83,584
Conversions of redeemable partnership units to partners’ capital	$	11,236		$	71,181
Conversion of redeemable preferred units to common units	$	5,852		$	—
Issuance of restricted securities to employees and directors	$	26,351		$	25,087

The accompanying notes are an integral part of these consolidated financial statements.

6

BOSTON PROPERTIES LIMITED PARTNERSHIP

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

1. Organization

Boston Properties Limited Partnership (the “Company”), a Delaware limited partnership, is the entity through which Boston Properties, Inc., a self-administered and self-managed real estate investment trust (“REIT”), conducts substantially all of its business and owns (either directly or through subsidiaries) substantially all of its assets. Boston Properties, Inc. is the sole general partner of the Company and at September 30, 2012 owned an approximate 88.6% (88.0% at September 30, 2011) general and limited partnership interest in the Company. Partnership interests in the Company are denominated as “common units of partnership interest” (also referred to as “OP Units”), “long term incentive units of partnership interest” (also referred to as “LTIP Units”) or “preferred units of partnership interest” (also referred to as “Preferred Units”). In addition, in February 2008, February 2011 and February 2012, the Company issued LTIP Units in connection with the granting to employees of outperformance awards (also referred to as “2008 OPP Units,” “2011 OPP Units” and “2012 OPP Units,” respectively, and collectively as “OPP Units”). Because the rights, preferences and privileges of OPP Units differ from other LTIP Units granted to employees as part of the annual compensation process, unless specifically noted otherwise, all references to LTIP Units exclude OPP Units. On February 5, 2011, the measurement period for the Company’s 2008 OPP Unit awards expired and Boston Properties, Inc.’s total return to shareholders was not sufficient for employees to earn and therefore become eligible to vest in any of the 2008 OPP Unit awards. Accordingly, all 2008 OPP Unit awards were automatically forfeited (See Notes 9 and 12).

Unless specifically noted otherwise, all references to OP Units exclude units held by Boston Properties, Inc. A holder of an OP Unit may present such OP Unit to the Company for redemption at any time (subject to restrictions agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, the Company is obligated to redeem such OP Unit for cash equal to the value of a share of common stock of Boston Properties, Inc. (“Common Stock”) at such time. In lieu of a cash redemption, Boston Properties, Inc. may elect to acquire such OP Unit for one share of Common Stock. Because the number of shares of Common Stock outstanding at all times equals the number of OP Units that Boston Properties, Inc. owns, one share of Common Stock is generally the economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the quarterly dividend that may be paid to the holder of a share of Common Stock. An LTIP Unit is generally the economic equivalent of a share of restricted common stock of Boston Properties, Inc. LTIP Units, whether vested or not, will receive the same quarterly per unit distributions as OP Units, which equal per share dividends on Common Stock (See Note 12).

At September 30, 2012, there were two series of Preferred Units outstanding (i.e., Series Two Preferred Units and Series Four Preferred Units). The Series Two Preferred Units bear a distribution that is set in accordance with an amendment to the partnership agreement of the Company. Each Series Two Preferred Unit may also be converted into approximately 1.312336 OP Units or redeemed for $50.00 of cash at the election of the holder thereof or the Company in accordance with the terms and conditions set forth in the applicable amendment to the partnership agreement. The Series Four Preferred Units are not convertible into or exchangeable for any common equity of the Company or Boston Properties, Inc., have a per unit liquidation preference of $50.00 and are entitled to receive quarterly distributions of $0.25 per unit (or an annual rate of 2.00%) (See Note 9).

All references herein to the Company refer to Boston Properties Limited Partnership and its consolidated subsidiaries, collectively, unless the context otherwise requires.

7

Properties

At September 30, 2012, the Company owned or had interests in a portfolio of 152 commercial real estate properties (the “Properties”) aggregating approximately 43.4 million net rentable square feet, including eight properties under construction totaling approximately 2.7 million net rentable square feet. In addition, the Company has structured parking for approximately 44,703 vehicles containing approximately 15.2 million square feet. At September 30, 2012, the Properties consist of:

• 145 office properties, including 128 Class A office properties (including seven properties under construction) and 17 Office/Technical properties;

• one hotel;

• three retail properties; and

• three residential properties (including one property under construction).

The Company owns or controls undeveloped land parcels totaling approximately 510.7 acres. In addition, the Company has a noncontrolling interest in the Boston Properties Office Value-Added Fund, L.P. (the “Value-Added Fund”), which is a strategic partnership with two institutional investors through which the Company has pursued the acquisition of value-added investments in assets within its existing markets. The Company’s investments through the Value-Added Fund are not included in its portfolio information or any other portfolio level statistics. At September 30, 2012, the Value-Added Fund had investments in 23 buildings comprised of two office complexes in Mountain View, California.

The Company considers Class A office properties to be centrally located buildings that are professionally managed and maintained, attract high-quality tenants and command upper-tier rental rates, and that are modern structures or have been modernized to compete with newer buildings. The Company considers Office/Technical properties to be properties that support office, research and development, laboratory and other technical uses. The Company’s definitions of Class A Office and Office/Technical properties may be different than those used by other companies.

2. Basis of Presentation and Summary of Significant Accounting Policies

Boston Properties, Inc. does not have any other significant assets, liabilities or operations, other than its investment in the Company, nor does it have employees of its own. The Company, not Boston Properties, Inc., executes all significant business relationships. All majority-owned subsidiaries and affiliates over which the Company has financial and operating control and variable interest entities (“VIE”s) in which the Company has determined it is the primary beneficiary are included in the consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. The Company accounts for all other unconsolidated joint ventures using the equity method of accounting. Accordingly, the Company’s share of the earnings of these joint ventures and companies is included in consolidated net income.

The accompanying interim financial statements are unaudited; however, the financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair statement of the financial statements for these interim periods have been included. The results of operations for the interim periods are not necessarily indicative of the results to be obtained for other interim periods or for the full fiscal year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosure required by accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto contained in the Company’s Annual Report in the Company’s Form 10-K for its fiscal year ended December 31, 2011. Certain prior year amounts have been reclassified to conform to the current year presentation.

8

The Company follows the authoritative guidance for fair value measurements when valuing its financial instruments for disclosure purposes. The Company determines the fair value of its unsecured senior notes and unsecured exchangeable senior notes using market prices. The inputs used in determining the fair value of the Company’s unsecured senior notes and unsecured exchangeable senior notes is categorized at a level 1 basis (as defined in the accounting standards for Fair Value Measurements and Disclosures) due to the fact that the Company uses quoted market rates to value these instruments. However, the inputs used in determining the fair value could be categorized at a level 2 basis if trading volumes are low. The Company determines the fair value of its mortgage notes payable using discounted cash flow analyses by discounting the spread between the future contractual interest payments and hypothetical future interest payments on mortgage debt based on current market rates for similar securities. In determining the current market rates, the Company adds its estimates of market spreads to the quoted yields on federal government treasury securities with similar maturity dates to its debt. The inputs used in determining the fair value of the Company’s mortgage notes payable are categorized at a level 3 basis (as defined in the accounting standards for Fair Value Measurements and Disclosures) due to the fact that the Company considers the rates used in the valuation techniques to be unobservable inputs.

Because the Company’s valuations of its financial instruments are based on these types of estimates, the actual fair values of its financial instruments may differ materially if the Company’s estimates do not prove to be accurate. The following table presents the aggregate carrying value of the Company’s indebtedness and the Company’s corresponding estimate of fair value as of September 30, 2012 and December 31, 2011 (in thousands):

	September 30, 2012					December 31, 2011
	Carrying Amount			Estimated Fair Value		Carrying Amount			Estimated Fair Value
Mortgage notes payable	$	2,848,686		$	2,968,017	$	3,123,267		$	3,297,903
Unsecured senior notes		4,639,217			5,163,293		3,865,186			4,148,461
Unsecured exchangeable senior notes		1,162,955	(1)		1,325,431		1,715,685	(1)		1,904,115
Total	$	8,650,858		$	9,456,741	$	8,704,138		$	9,350,479

(1) Includes the net impact of Accounting Standards Codification (“ASC”) ASC 470-20 totaling approximately $32.5 million and $54.5 million at September 30, 2012 and December 31, 2011, respectively.

Out-of-Period Adjustment

During the nine months ended September 30, 2012, the Company recorded additional real estate operating expenses totaling approximately $3.2 million related to the cumulative non-cash straight-line adjustment to the ground rent expense of certain ground leases that were not previously recognized on a straight-line basis. This resulted in the overstatement of real estate operating expenses by approximately $3.2 million during the nine months ended September 30, 2012 and in the understatement of real estate operating expenses in the aggregate amount of approximately $3.2 million in previous periods. Because this adjustment was not material to the prior years’ consolidated financial statements and the impact of recording the adjustment in the current period is not material to the Company’s consolidated financial statements, the Company recorded the related adjustment during the nine months ended September 30, 2012.

9

3. Real Estate Activity During the Nine Months Ended September 30, 2012

Acquisitions

On March 1, 2012, the Company acquired 453 Ravendale Drive located in Mountain View, California for a purchase price of approximately $6.7 million in cash. 453 Ravendale Drive is an approximately 30,000 net rentable square foot Office/Technical property. The following table summarizes the allocation of the aggregate purchase price of 453 Ravendale Drive at the date of acquisition (in thousands).

Land	$	5,477
Building and improvements		974
Tenant improvements		116
In-place lease intangibles		223
Below-market rents		(140	)
Net assets acquired	$	6,650

On March 13, 2012, the Company acquired 100 Federal Street in Boston, Massachusetts for an aggregate investment of approximately $615.0 million in cash. In connection with the transaction, the Company entered into a long-term lease with an affiliate of Bank of America for approximately 735,000 square feet. 100 Federal Street is an approximately 1,264,000 net rentable square foot, 37-story Class A office tower located in Boston, Massachusetts. The following table summarizes the allocation of the aggregate purchase price of 100 Federal Street at the date of acquisition (in thousands).

Land	$	131,067
Building and improvements		387,321
Tenant improvements		48,633
In-place lease intangibles		69,530
Above-market rents		81
Other assets		4,800
Below-market rents		(22,515	)
Accounts payable and accrued expenses		(3,917	)
Net assets acquired	$	615,000

The following table summarizes the estimated amortization of the acquired in-place lease intangibles and the acquired net below-market lease intangibles for 453 Ravendale Drive and 100 Federal Street, collectively, for each of the five succeeding years (in thousands).

	Acquired In-Place Lease Intangibles		Acquired Net Below- Market Lease Intangibles
Period from October 1, 2012 through December 31, 2012	$	2,533	$	930
2013		10,084		3,709
2014		7,869		3,374
2015		5,927		2,885
2016		5,199		2,512

100 Federal Street contributed approximately $36.5 million of revenue and approximately $6.3 million of earnings to the Company for the period from March 13, 2012 through September 30, 2012. 453 Ravendale Drive contributed approximately $0.3 million of revenue and approximately $0.1 million of earnings to the Company for the period from March 1, 2012 through September 30, 2012.

The accompanying pro forma information for the nine months ended September 30, 2012 and 2011 is presented as if the operating property acquisitions of (1) 453 Ravendale Drive on March 1, 2012 and (2) 100

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Federal Street on March 13, 2012, had occurred on January 1, 2011. This pro forma information is based upon the historical consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had the above occurred, nor do they purport to predict the results of operations of future periods.

Pro Forma	Nine months ended September 30,
(in thousands, except per unit data)	2012		2011
Total revenue	$	1,403,155	$	1,348,017
Income from continuing operations	$	227,756	$	211,887
Net income attributable to Boston Properties Limited Partnership	$	281,545	$	208,212
Basic earnings per unit:
Net income per unit attributable to Boston Properties Limited Partnership	$	1.68	$	1.27
Diluted earnings per unit:
Net income per unit attributable to Boston Properties Limited Partnership	$	1.67	$	1.26

Developments

On January 3, 2012, the Company commenced the redevelopment of Two Patriots Park, a Class A office project with approximately 256,000 net rentable square feet located in Reston, Virginia. The Company will capitalize incremental costs during the redevelopment.

On April 30, 2012, the Company completed and fully placed in-service 510 Madison Avenue, a Class A office project with approximately 356,000 net rentable square feet located in New York City.

On May 4, 2012, the Company completed and fully placed in-service One Patriots Park, a Class A office redevelopment project with approximately 268,000 net rentable square feet located in Reston, Virginia.

On August 29, 2012, the Company acquired the development project located at 680 Folsom Street and 50 Hawthorne Street in San Francisco, California. When completed, the project will comprise approximately 522,000 net rentable square feet of Class A office and retail space. The project is approximately 85% pre-leased and as a result the Company has accounted for the acquisition as a business combination. The estimated project cost upon completion is approximately $340 million. As part of the transaction, the Company also acquired the corner site of 690 Folsom Street, which is an adjacent parcel with a vacant 22,000 square foot, two-story structure that may be redeveloped in the future. The consideration paid by the Company to the seller consisted of approximately $62.2 million in cash and the issuance of 1,588,100 Series Four Preferred Units of limited partnership interest in the Company (the “Series Four Preferred Units”). The Series Four Preferred Units are not convertible into or exchangeable for any common equity of the Company or Boston Properties, Inc., have a per unit liquidation preference of $50.00 and are entitled to receive quarterly distributions of $0.25 per unit (or an annual rate of 2.0%) (See Note 9). In connection with the acquisition, the Company also assumed a $170.0 million construction loan commitment, although no amount is currently outstanding. The following table summarizes the allocation of the aggregate purchase price of 680 Folsom Street at the date of acquisition (in thousands).

Construction in progress	$	117,046
Land held for future development		3,058
In-place lease intangibles		32,799
Deferred financing costs		245
Prepaid expenses and other assets		7,473
Accounts payable and accrued expenses		(14,502	)
Net assets acquired	$	146,119

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Dispositions

On January 31, 2012, the servicer of the non-recourse mortgage loan collateralized by the Company’s Montvale Center property foreclosed on the property. Montvale Center is an office property with approximately 123,000 net rentable square feet located in Gaithersburg, Maryland. During 2011, the Company had notified the master servicer of the non-recourse mortgage loan that the cash flows generated from the property were insufficient to fund debt service payments and capital improvements necessary to lease and operate the property and that the Company was not prepared to fund any cash shortfalls. The Company was not current on making debt service payments and was accruing interest at the default interest rate of 9.93% per annum. The loan was originally scheduled to mature on June 6, 2012. As a result of the foreclosure, the mortgage loan totaling $25.0 million was extinguished and the related obligations were satisfied with the transfer of the real estate and working capital to the servicer. The Company no longer has any equitable or economic ownership interest in the property. The transaction resulted in a gain on forgiveness of debt of approximately $18.4 million. The operating results of the property through the date of foreclosure have been classified as discontinued operations on a historical basis for all periods presented.

On May 17, 2012, the Company completed the sale of its Bedford Business Park properties located in Bedford, Massachusetts for approximately $62.8 million in cash. Net cash proceeds totaled approximately $62.0 million, resulting in a gain on sale of approximately $38.4 million. Bedford Business Park is comprised of two Office/Technical buildings and one Class A office building aggregating approximately 470,000 net rentable square feet.

The following table summarizes the income (loss) from discontinued operations related to Montvale Center and Bedford Business Park and the related gain on sale of real estate and gain on forgiveness of debt for the three and nine months ended September 30, 2012 and 2011:

	For the three months ended September 30,					For the nine months ended September 30,
	2012		2011			2012			2011
	(in thousands)
Total revenue	$	—	$	2,710		$	3,748		$	7,887
Expenses
Operating		—		1,209			1,602			3,531
Depreciation and amortization		—		821			1,040			2,477
Total expenses		—		2,030			2,642			6,008
Operating income		—		680			1,106			1,879
Other expense
Interest expense		—		(660	)		(222	)		(1,939	)
Income (loss) from discontinued operations attributable to Boston Properties Limited Partnership	$	—	$	20		$	884		$	(60	)
Gain on sale of real estate from discontinued operations attributable to Boston Properties Limited Partnership	$	—	$	—		$	38,445		$	—
Gain on forgiveness of debt from discontinued operations attributable to Boston Properties Limited Partnership	$	—	$	—		$	18,361		$	—

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4. Investments in Unconsolidated Joint Ventures

The investments in unconsolidated joint ventures consist of the following at September 30, 2012:

Entity	Properties	Nominal % Ownership
Square 407 Limited Partnership	Market Square North		50.0	%
The Metropolitan Square Associates LLC	Metropolitan Square		51.0	%
BP/CRF 901 New York Avenue LLC	901 New York Avenue		25.0	%(1)
WP Project Developer LLC	Wisconsin Place Land and Infrastructure		33.3	%(2)
RBP Joint Venture LLC	Eighth Avenue and 46th Street		50.0	%(3)
Boston Properties Office Value-Added Fund, L.P.	300 Billerica Road and Mountain View Research and Technology Parks		39.5	%(1)(4)
Annapolis Junction NFM, LLC	Annapolis Junction		50.0	%(5)
767 Venture, LLC	The General Motors Building		60.0	%
2 GCT Venture LLC	Two Grand Central Tower		60.0	%(6)
540 Madison Venture LLC	540 Madison Avenue		60.0	%
125 West 55th Street Venture LLC	125 West 55th Street		60.0	%
500 North Capitol LLC	500 North Capitol Street, NW		30.0	%(7)

(1) The Company’s economic ownership can increase based on the achievement of certain return thresholds.

(2) 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 and infrastructure of the project.

(3) This property is not in operation and consists of assembled land.

(4) The Company has a 39.5% interest in the Mountain View Research and Technology Park properties. 300 Billerica Road, in which the Company had a 25.0% interest, was sold on September 27, 2012. As of September 30, 2012, the Company’s investment in the Value-Added Fund included undistributed proceeds from the sale of 300 Billerica Road.

(5) Comprised of one building, one building under construction and two undeveloped land parcels.

(6) The property was sold on October 25, 2011. As of September 30, 2012, the investment is comprised of working capital and a portion of undistributed sale proceeds.

(7) This property is under construction.

Certain of the Company’s joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint ventures at an agreed upon fair value. Under these provisions, the Company is not compelled to purchase the interest of its outside joint venture partners.

The combined summarized balance sheets of the unconsolidated joint ventures are as follows:

	September 30, 2012			December 31, 2011
	(in thousands)
ASSETS
Real estate and development in process, net	$	4,504,954		$	4,542,594
Other assets		657,141			668,113
Total assets	$	5,162,095		$	5,210,707
LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY
Mortgage and notes payable	$	3,026,898		$	2,988,894
Other liabilities		791,110			854,257
Members’/Partners’ equity		1,344,087			1,367,556
Total liabilities and members’/partners’ equity	$	5,162,095		$	5,210,707
Company’s share of equity	$	793,166		$	799,479
Basis differentials(1)		(128,476	)		(129,757	)
Carrying value of the Company’s investments in unconsolidated joint ventures	$	664,690		$	669,722

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(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.

The combined summarized statements of operations of the joint ventures are as follows:

	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012		2011
	(in thousands)
Total revenue(1)	$	135,998		$	150,101		$	431,133	$	440,733
Expenses
Operating		42,298			44,584			120,451		129,698
Depreciation and amortization		39,291			46,773			123,869		145,653
Total expenses		81,589			91,357			244,320		275,351
Operating income		54,409			58,744			186,813		165,382
Other expense
Interest expense		56,521			57,699			167,792		172,467
Impairment loss		—			39,384			—		39,384
Income (loss) from continuing operations		(2,112	)		(38,339	)		19,021		(46,469	)
Gain on sale of real estate		990			—			990		—
Net income (loss)	$	(1,122	)	$	(38,339	)	$	20,011	$	(46,469	)
Company’s share of net income (loss)	$	(1,420	)	$	(23,231	)	$	10,591	$	(28,570	)
Basis differential		384			25,024			1,282		28,539
Elimination of inter-entity interest on partner loan		10,253			9,533			30,256		28,215
Income from unconsolidated joint ventures	$	9,217		$	11,326		$	42,129	$	28,184

(1) Includes straight-line rent adjustments of $2.2 million and $6.7 million for the three months ended September 30, 2012 and 2011, respectively, and $9.3 million and $14.8 million for the nine months ended September 30, 2012 and 2011, respectively. Includes net below-market rent adjustments of $22.1 million and $28.3 million for the three months ended September 30, 2012 and 2011, respectively, and $70.6 million and $87.0 million for the nine months ended September 30, 2012 and 2011, respectively. Total revenue for the nine months ended September 30, 2012 includes termination income totaling approximately $19.6 million (of which the Company’s share is approximately $11.8 million) related to a lease termination with a tenant at the General Motors Building.

On July 25, 2012, a joint venture in which the Company has a 50% interest partially placed in-service Annapolis Junction Building Six, a Class A office property with approximately 120,000 net rentable square feet located in Annapolis, Maryland.

On September 27, 2012, the Company’s Value-Added Fund completed the sale of its 300 Billerica Road property located in Chelmsford, Massachusetts for approximately $12.2 million, including the assumption by the buyer of $7.5 million of mortgage indebtedness. 300 Billerica Road is an approximately 111,000 net rentable square foot office building. Net cash proceeds totaled approximately $4.3 million, of which the Company’s share was approximately $2.8 million, after the payment of transaction costs. The Company’s share of the net proceeds included approximately $2.4 million resulting from the Value-Added Fund’s repayment of a loan from the Company. The Value-Added Fund recognized a gain on sale of real estate totaling approximately $1.0 million, of which the Company’s share totaled approximately $0.2 million and is included within income from unconsolidated joint ventures in the Company’s consolidated statements of operations.

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5. Mortgage Notes Payable

On January 31, 2012, the servicer of the non-recourse mortgage loan collateralized by the Company’s Montvale Center property located in Gaithersburg, Maryland foreclosed on the property. During 2011, the Company had notified the master servicer of the non-recourse mortgage loan that the cash flows generated from the property were insufficient to fund debt service payments and capital improvements necessary to lease and operate the property and that the Company was not prepared to fund any cash shortfalls. The Company was not current on making debt service payments and was accruing interest at the default interest rate of 9.93% per annum. The loan was originally scheduled to mature on June 6, 2012. As a result of the foreclosure, the mortgage loan totaling $25.0 million was extinguished and the related obligations were satisfied with the transfer of the real estate and working capital to the servicer. The Company no longer has any equitable or economic ownership interest in the property. The transaction resulted in a gain on forgiveness of debt of approximately $18.4 million. The operating results of the property through the date of foreclosure have been classified as discontinued operations on a historical basis for all periods presented (See Note 3).

On March 12, 2012, the Company used available cash to repay the mortgage loan collateralized by its Bay Colony Corporate Center property located in Waltham, Massachusetts totaling $143.9 million. The mortgage financing bore interest at a fixed rate of 6.53% per annum and was scheduled to mature on June 11, 2012. There was no prepayment penalty. The Company recognized a gain on early extinguishment of debt totaling approximately $0.9 million related to the acceleration of the remaining balance of the historical fair value adjustment, which was the result of purchase accounting.

On April 2, 2012, the Company used available cash to repay the mortgage loan collateralized by its One Freedom Square property located in Reston, Virginia totaling $65.1 million. The mortgage financing bore interest at a fixed rate of 7.75% per annum and was scheduled to mature on June 30, 2012. There was no prepayment penalty. The Company recognized a gain on early extinguishment of debt totaling approximately $0.3 million related to the acceleration of the remaining balance of the historical fair value debt adjustment, which was the result of purchase accounting.

On August 29, 2012, in connection with the Company’s acquisition of the development project located at 680 Folsom Street in San Francisco, California, the Company assumed the construction loan commitment collateralized by the project (See Note 3). The assumed construction loan commitment totaling $170.0 million bears interest at a variable rate equal to LIBOR plus 3.70% per annum and matures on May 30, 2015 with two, one-year extension options, subject to certain conditions. At September 30, 2012, there were no amounts outstanding. In addition, the Company assumed an interest rate derivative which caps the one-month LIBOR index rate at a maximum of 3.00% per annum on a notional amount up to $170.0 million and with an expiration date of May 30, 2015.

On September 4, 2012, the Company used available cash to repay the mortgage loan collateralized by its Sumner Square property located in Washington, DC totaling approximately $23.2 million. The mortgage financing bore interest at a fixed rate of 7.35% per annum and was scheduled to mature on September 1, 2013. The Company recognized a loss on early extinguishment of debt totaling approximately $0.3 million, which included a prepayment penalty totaling approximately $0.2 million associated with the early repayment.

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6. Unsecured Senior Notes

The following summarizes the unsecured senior notes outstanding as of September 30, 2012 (dollars in thousands):

	Coupon/ Stated Rate			Effective Rate(1)			Principal Amount			Maturity Date(2)
12 Year Unsecured Senior Notes		5.625	%		5.693	%	$	300,000		April 15, 2015
12 Year Unsecured Senior Notes		5.000	%		5.194	%		250,000		June 1, 2015
10 Year Unsecured Senior Notes		5.875	%		5.967	%		700,000		October 15, 2019
10 Year Unsecured Senior Notes		5.625	%		5.708	%		700,000		November 15, 2020
10 Year Unsecured Senior Notes		4.125	%		4.289	%		850,000		May 15, 2021
7 Year Unsecured Senior Notes		3.700	%		3.853	%		850,000		November 15, 2018
11 Year Unsecured Senior Notes		3.850	%		3.954	%		1,000,000		February 1, 2023
Total principal								4,650,000
Net unamortized discount								(10,783	)
Total							$	4,639,217

(1) Yield on issuance date including the effects of discounts on the notes.

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

On June 11, 2012, the Company completed a public offering of $1.0 billion in aggregate principal amount of its 3.850% senior unsecured notes due 2023. The notes were priced at 99.779% of the principal amount to yield an effective rate (including financing fees) of 3.954% to maturity. The notes will mature on February 1, 2023, unless earlier redeemed. The aggregate net proceeds from the offering were approximately $989.4 million after deducting underwriting discounts and transaction expenses.

On August 24, 2012, the Company used available cash to redeem the remaining $225.0 million in aggregate principal amount of its 6.25% senior notes due 2013. The redemption price was determined in accordance with the applicable indenture and totaled approximately $231.6 million. The redemption price included approximately $1.5 million of accrued and unpaid interest to, but not including, the redemption date. Excluding such accrued and unpaid interest, the redemption price was approximately 102.25% of the principal amount being redeemed. The Company recognized a loss on early extinguishment of debt totaling approximately $5.2 million, which amount included the payment of the redemption premium totaling approximately $5.1 million.

The indenture relating to the unsecured senior notes contains certain financial restrictions and requirements, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 50%, (3) an interest coverage ratio of greater than 1.50, and (4) an unencumbered asset value of not less than 150% of unsecured debt. At September 30, 2012, the Company was in compliance with each of these financial restrictions and requirements.

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7. Unsecured Exchangeable Senior Notes

The following summarizes the unsecured exchangeable senior notes outstanding as of September 30, 2012 (dollars in thousands):

	Coupon/ Stated Rate			Effective Rate(1)			Exchange Rate			Principal Amount			First Optional Redemption Date  by the Company	Maturity Date
3.625% Exchangeable Senior Notes		3.625	%		4.037	%		8.5051	(2)	$	747,500		N/A	February 15, 2014
3.750% Exchangeable Senior Notes		3.750	%		3.787	%		10.0066	(3)		450,000		May 18, 2013(4)	May 15, 2036
Total principal											1,197,500
Net unamortized discount											(2,012	)
Adjustment for the equity component allocation, net of accumulated amortization											(32,533	)
Total										$	1,162,955

(1) Yield on issuance date including the effects of discounts on the notes but excluding the effects of the adjustment for the equity component allocation.

(2) The initial exchange rate is 8.5051 shares per $1,000 principal amount of the notes (or an initial exchange price of approximately $117.58 per share of Boston Properties, Inc.’s common stock). In addition, the Company entered into capped call transactions with affiliates of certain of the initial purchasers, which are intended to reduce the potential dilution upon future exchange of the notes. The capped call transactions were intended to increase the effective exchange price to the Company of the notes from $117.58 to approximately $137.17 per share (subject to adjustment), representing an overall effective premium of approximately 40% over the closing price on August 13, 2008 of $97.98 per share of Boston Properties, Inc.’s common stock. The net cost of the capped call transactions was approximately $44.4 million. As of September 30, 2012, the effective exchange price was $134.77 per share.

(3) In connection with the special distribution of $5.98 per share of Boston Properties, Inc.’s common stock declared on December 17, 2007, the exchange rate was adjusted from 9.3900 to 10.0066 shares per $1,000 principal amount of notes effective as of December 31, 2007, resulting in an exchange price of approximately $99.93 per share of Boston Properties, Inc.’s common stock.

(4) Holders may require the Company to repurchase the notes for cash on May 18, 2013 and on May 15 of 2016, 2021, 2026 and 2031 and at any time prior to their maturity upon a fundamental change, in each case at a price equal to 100% of the principal amount of the notes being repurchased plus any accrued and unpaid interest up to, but excluding, the repurchase date.

On January 10, 2012, the Company announced that holders of its 2.875% Exchangeable Senior Notes due 2037 (the “Notes”) had the right to surrender their Notes for purchase by the Company (the “Put Right”) on February 15, 2012. The opportunity to exercise the Put Right expired at 5:00 p.m., New York City time, on February 8, 2012. On January 10, 2012, the Company also announced that it had issued a notice of redemption to the holders of the Notes to redeem, on February 20, 2012 (the “Redemption Date”), all of the Notes outstanding on the Redemption Date. In connection with the redemption, holders of the Notes had the right to exchange their Notes prior to 5:00 p.m., New York City time, on February 16, 2012. Notes with respect to which the Put Right was not exercised (or with respect to which the Put Right was exercised and subsequently withdrawn prior to the withdrawal deadline) and that were not surrendered for exchange prior to 5:00 p.m., New York City time, on February 16, 2012, were redeemed by the Company on the Redemption Date at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon to, but excluding, the

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Redemption Date. Holders of an aggregate of $242,735,000 of the Notes exercised the Put Right and the Company repurchased such Notes on February 15, 2012. On February 20, 2012, the Company redeemed the remaining $333,459,000 of outstanding Notes at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon.

8. Commitments and Contingencies

General

In the normal course of business, the Company guarantees its performance of services or indemnifies third parties against its negligence.

The Company has letter of credit and performance obligations of approximately $12.9 million related to lender and development requirements.

Certain of the Company’s joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint ventures. Under these provisions, the Company is not compelled to purchase the interest of its outside joint venture partners.

In connection with the assumption of the General Motors Building’s secured loan by the Company’s unconsolidated joint venture, 767 Venture, LLC, the Company guaranteed the unconsolidated joint venture’s obligation to fund various escrows, including tenant improvements, taxes and insurance in lieu of cash deposits. As of September 30, 2012, the maximum funding obligation under the guarantee was approximately $9.8 million. The Company earns a fee from the joint venture for providing the guarantee and has an agreement with the outside partners to reimburse the joint venture for their share of any payments made under the guarantee.

In connection with the mortgage financing collateralized by the Company’s John Hancock Tower property located in Boston, Massachusetts, the Company has agreed to guarantee approximately $0.8 million related to its obligation to provide funds for certain tenant re-leasing costs. The mortgage financing matures on January 6, 2017.

From time to time, the Company (or the applicable joint venture) has also agreed to guarantee portions of the principal, interest or other amounts in connection with other unconsolidated joint venture borrowings. In addition to the financial guarantees referenced above, the Company has agreed to customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) on certain of its unconsolidated joint venture loans.

Insurance

The Company carries insurance coverage on its properties of types and in amounts and with deductibles that it believes are in line with coverage customarily obtained by owners of similar properties. In response to the uncertainty in the insurance market following the terrorist attacks of September 11, 2001, the Federal Terrorism Risk Insurance Act (as amended, “TRIA”) was enacted in November 2002 to require regulated insurers to make available coverage for “certified” acts of terrorism (as defined by the statute). The expiration date of TRIA was extended to December 31, 2014 by the Terrorism Risk Insurance Program Reauthorization Act of 2007 (“TRIPRA”). Currently, the Company’s property insurance program per occurrence limits are $1.0 billion for its portfolio insurance program, including coverage for acts of terrorism certified under TRIA other than nuclear, biological, chemical or radiological terrorism (“Terrorism Coverage”). The Company also carries $250 million of Terrorism Coverage for 601 Lexington Avenue, New York, New York (“601 Lexington Avenue”) in excess of the $1.0 billion of coverage in the Company’s property insurance program which is provided by IXP, LLC (“IXP”) as a direct insurer. Certain properties, including the General Motors Building located at 767 Fifth Avenue in New York, New York (“767 Fifth Avenue”), are currently insured in separate insurance programs. The property insurance program per occurrence limits for 767 Fifth Avenue are $1.625 billion, including

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Terrorism Coverage, with $1.375 billion of Terrorism Coverage in excess of $250 million being provided by NYXP, LLC (“NYXP”), as a direct insurer. The Company also currently carries nuclear, biological, chemical and radiological terrorism insurance coverage for acts of terrorism certified under TRIA (“NBCR Coverage”), which is provided by IXP as a direct insurer, for the properties in our portfolio, including 767 Fifth Avenue, but excluding the properties owned by the Company’s Value-Added Fund and certain other properties owned in joint ventures with third parties or which the Company manages. The per occurrence limit for NBCR Coverage is $1.0 billion. Under TRIA, after the payment of the required deductible and coinsurance, the additional Terrorism Coverage provided by IXP for 601 Lexington Avenue, the NBCR Coverage provided by IXP and the Terrorism Coverage provided by NYXP are backstopped by the Federal Government if the aggregate industry insured losses resulting from a certified act of terrorism exceed a “program trigger.” The program trigger is $100.0 million and the coinsurance is 15%. Under TRIPRA, if the Federal Government pays out for a loss under TRIA, it is mandatory that the Federal Government recoup the full amount of the loss from insurers offering TRIA coverage after the payment of the loss pursuant to a formula in TRIPRA. The Company may elect to terminate the NBCR Coverage if the Federal Government seeks recoupment for losses paid under TRIA, if there is a change in its portfolio or for any other reason. The Company intends to continue to monitor the scope, nature and cost of available terrorism insurance and maintain terrorism insurance in amounts and on terms that are commercially reasonable.

The Company also currently carries earthquake insurance on its properties located in areas known to be subject to earthquakes in an amount and subject to self-insurance that the Company believes are commercially reasonable. In addition, this insurance is subject to a deductible in the amount of 5% of the value of the affected property. Specifically, the Company currently carries earthquake insurance which covers its San Francisco region with a $120 million per occurrence limit and a $120 million annual aggregate limit, $20 million of which is provided by IXP, as a direct insurer. In addition, the builders risk policy maintained for the development of 680 Folsom Street in San Francisco includes a $20 million per occurrence and annual aggregate limit of earthquake coverage. The amount of the Company’s earthquake insurance coverage may not be sufficient to cover losses from earthquakes. In addition, the amount of earthquake coverage could impact the Company’s ability to finance properties subject to earthquake risk. The Company may discontinue earthquake insurance on some or all of its properties in the future if the premiums exceed the Company’s estimation of the value of the coverage.

IXP, a captive insurance company which is a wholly-owned subsidiary of the Company, acts as a direct insurer with respect to a portion of the Company’s earthquake insurance coverage for its Greater San Francisco properties, the additional Terrorism Coverage for 601 Lexington Avenue and the Company’s NBCR Coverage. The additional Terrorism Coverage provided by IXP for 601 Lexington Avenue only applies to losses which exceed the program trigger under TRIA. NYXP, a captive insurance company which is a wholly-owned subsidiary of the Company, acts as a direct insurer with respect to a portion of the Company’s Terrorism Coverage for 767 Fifth Avenue. Currently, NYXP only insures losses which exceed the program trigger under TRIA and NYXP reinsures with a third-party insurance company any coinsurance payable under TRIA. Insofar as the Company owns IXP and NYXP, it is responsible for their liquidity and capital resources, and the accounts of IXP and NYXP are part of the Company’s consolidated financial statements. In particular, if a loss occurs which is covered by the Company’s NBCR Coverage but is less than the applicable program trigger under TRIA, IXP would be responsible for the full amount of the loss without any backstop by the Federal Government. IXP and NYXP would also be responsible for any recoupment charges by the Federal Government in the event losses are paid out and their insurance policies are maintained after the payout by the Federal Government. If the Company experiences a loss and IXP or NYXP are required to pay under their insurance policies, the Company would ultimately record the loss to the extent of the required payment. Therefore, insurance coverage provided by IXP and NYXP should not be considered as the equivalent of third-party insurance, but rather as a modified form of self-insurance. In addition, the Company has issued a guarantee to cover liabilities of IXP in the amount of $20.0 million.

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The mortgages on the Company’s properties typically contain requirements concerning the financial ratings of the insurers who provide policies covering the property. The Company provides the lenders on a regular basis with the identity of the insurance companies in the Company’s insurance programs. The ratings of some of the Company’s insurers are below the rating requirements in some of the Company’s loan agreements and the lenders for these loans could attempt to claim that an event of default has occurred under the loan. The Company believes it could obtain insurance with insurers which satisfy the rating requirements. Additionally, in the future, the Company’s ability to obtain debt financing secured by individual properties, or the terms of such financing, may be adversely affected if lenders generally insist on ratings for insurers or amounts of insurance which are difficult to obtain or which result in a commercially unreasonable premium. There can be no assurance that a deficiency in the financial ratings of one or more of the Company’s insurers will not have a material adverse effect on the Company.

The Company continues to monitor the state of the insurance market in general, and the scope and costs of coverage for acts of terrorism and California earthquake risk in particular, but the Company cannot anticipate what coverage will be available on commercially reasonable terms in future policy years. There are other types of losses, such as from wars or the presence of mold at the Company’s properties, for which the Company cannot obtain insurance at all or at a reasonable cost. With respect to such losses and losses from acts of terrorism, earthquakes or other catastrophic events, if the Company experiences a loss that is uninsured or that exceeds policy limits, the Company could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties. Depending on the specific circumstances of each affected property, it is possible that the Company could be liable for mortgage indebtedness or other obligations related to the property. Any such loss could materially and adversely affect the Company’s business and financial condition and results of operations.

9. Noncontrolling Interests

Noncontrolling interests relate to the interests in the Company not owned by Boston Properties, Inc. and interests in consolidated property partnerships not wholly-owned by the Company. As of September 30, 2012, the noncontrolling interests consisted of 16,501,441 OP Units, 1,600,324 LTIP Units, 400,000 2011 OPP Units, 400,000 2012 OPP Units, 995,997 Series Two Preferred Units (or 1,307,083 OP Units on an as converted basis) and 1,221,527 Series Four Preferred Units (not convertible into OP Units) held by parties other than Boston Properties, Inc.

Noncontrolling Interest—Redeemable Preferred Units

The Preferred Units at September 30, 2012 consisted of 995,997 Series Two Preferred Units, which bear a preferred distribution equal to the greater of (1) the distribution which would have been paid in respect of the Series Two Preferred Unit had such Series Two Preferred Unit been converted into an OP Unit (including both regular and special distributions) or (2) 6.00% per annum on a liquidation preference of $50.00 per unit, and are convertible into OP Units at a rate of $38.10 per Preferred Unit (1.312336 OP Units for each Preferred Unit). The holders of Series Two Preferred Units have the right to require the Company to redeem their units for cash at the redemption price of $50.00 per unit on May 14, 2013 and May 12, 2014. The maximum number of units that may be required to be redeemed from all holders on each of these dates is 1,007,662, which is one-sixth of the number of Series Two Preferred Units that were originally issued. The holders also had the right to have their Series Two Preferred Units redeemed for cash on May 12, 2009, May 12, 2010, May 12, 2011 and May 14, 2012, although no holder exercised such right. The Company also has the right, subject to certain conditions, to redeem Series Two Preferred Units for cash or to convert into OP Units any Series Two Preferred Units that are not redeemed when they are eligible for redemption.

During the nine months ended September 30, 2012, 117,047 Series Two Preferred Units of the Company were converted by the holders into 153,605 OP Units. In addition, the Company paid the accrued preferred distributions due to the holders of Preferred Units that were converted.

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On February 15, 2012, the Company paid a distribution on its outstanding Series Two Preferred Units of $0.75616 per unit. On May 15, 2012, the Company paid a distribution on its outstanding Series Two Preferred Units of $0.73151 per unit. On August 15, 2012, the Company paid a distribution on its outstanding Series Two Preferred Units of $0.75616 per unit.

Due to the redemption option and the conversion option existing outside the control of the Company, the Series Two Preferred Units are not included in Partners’ Capital and are reflected in the Consolidated Balance Sheets at an amount equivalent to the value of such units had such units been redeemed at September 30, 2012. The value of the Series Two Preferred Units, assuming all of such units had been converted and then redeemed at September 30, 2012, was approximately $144.6 million based on the closing price of Boston Properties, Inc.’s common stock of $110.61 per share on that date.

The Preferred Units at September 30, 2012 also included 1,221,527 Series Four Preferred Units, which bear a preferred distribution equal to 2.00% per annum on a liquidation preference of $50.00 per unit and are not convertible into OP Units. In connection with the acquisition of 680 Folsom Street in San Francisco, California, the consideration paid by the Company to the seller included the issuance of 1,588,100 Series Four Preferred Units of limited partnership interest in the Company. The holders of Series Four Preferred Units have the right, subject to certain conditions, to require the Company to redeem their units for cash at the redemption price of $50.00 per unit. On August 31, 2012, a holder redeemed 366,573 Series Four Preferred Units for cash totaling approximately $18.3 million. The Company also has the right, subject to certain conditions, to redeem Series Four Preferred Units for cash at the redemption price of $50.00 per unit. Due to the holders’ redemption option existing outside the control of the Company, the Series Four Preferred Units are not included in Partners’ Capital in the Company’s Consolidated Balance Sheets.

The following table reflects the activity of the noncontrolling interests—redeemable preferred units for the nine months ended September 30, 2012 and 2011 (in thousands):

Balance at January 1, 2012	$	145,484
Issuance of redeemable preferred units (Series Four Preferred Units)		79,405
Net income		2,440
Distributions		(2,440	)
Redemption of redeemable preferred units (Series Four Preferred Units)		(18,329	)
Reallocation of partnership interest(1)		(908	)
Balance at September 30, 2012	$	205,652
Balance at January 1, 2011	$	125,765
Net income		2,497
Distributions		(2,497	)
Reallocation of partnership interest		4,382
Balance at September 30, 2011	$	130,147

(1) Includes the conversion of 117,047 Series Two Preferred Units into 153,605 OP Units during the nine months ended September 30, 2012.

Noncontrolling Interest—Common Units

During the nine months ended September 30, 2012, 365,688 OP Units were presented by the holders for redemption (including 153,605 OP Units issued upon conversion of Series Two Preferred Units and 149,477 OP Units issued upon conversion of LTIP Units) and were redeemed by Boston Properties, Inc. in exchange for an equal number of shares of Common Stock.

At September 30, 2012, the Company had outstanding 400,000 2011 OPP Units and 400,000 2012 OPP Units (See Note 12). Prior to the measurement date (January 31, 2014 for 2011 OPP Units and February 6, 2015 for 2012 OPP Units), holders of OPP Units will be entitled to receive per unit distributions equal to one-tenth (10%) of the regular quarterly distributions payable on an OP Unit, but will not be entitled to receive any special distributions. After the measurement date, the number of OPP Units, both vested and unvested, that OPP award recipients have earned, if any, based on the establishment of an outperformance pool, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on an OP Unit.

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On January 27, 2012, the Company paid a distribution on the OP Units and LTIP Units in the amount of $0.55 per unit, and a distribution on the 2011 OPP Units in the amount of $0.055 per unit, to holders of record as of the close of business on December 31, 2011. On April 30, 2012, the Company paid a distribution on the OP Units and LTIP Units in the amount of $0.55 per unit, and a distribution on the 2011 OPP Units and 2012 OPP Units in the amount of $0.055 per unit, to holders of record as of the close of business on March 30, 2012. On July 31, 2012, the Company paid a distribution on the OP Units and LTIP Units in the amount of $0.55 per unit, and a distribution on the 2011 OPP Units and 2012 OPP Units in the amount of $0.055 per unit, to holders of record as of the close of business on June 29, 2012. On September 17, 2012, Boston Properties, Inc., as general partner of the Company, declared a distribution on the OP Units and LTIP Units in the amount of $0.55 per unit and a distribution on the 2011 OPP Units and 2012 OPP Units in the amount of $0.055 per unit, in each case payable on October 31, 2012 to holders of record as of the close of business on September 28, 2012.

The following table reflects the activity of the noncontrolling interests—redeemable common units for the nine months ended September 30, 2012 and 2011 (in thousands):

Balance at January 1, 2012	$	1,809,119
Contributions		24,653
Net income		29,485
Distributions		(30,100	)
Conversion of redeemable partnership units		(11,236	)
Unearned compensation		(4,832	)
Accumulated other comprehensive loss		208
Adjustment to reflect redeemable partnership units at redemption value		184,939
Balance at September 30, 2012	$	2,002,236
Balance at January 1, 2011	$	1,801,592
Contributions		23,379
Net income		23,409
Distributions		(29,120	)
Conversion of redeemable partnership units		(71,181	)
Unearned compensation		(6,012	)
Accumulated other comprehensive loss		227
Adjustment to reflect redeemable partnership units at redemption value		(79,674	)
Balance at September 30, 2011	$	1,662,620

Pursuant to the Company’s Partnership Agreement, certain limited partners in the Company have the right to redeem all or any portion of their interest for cash from the Company. However, Boston Properties, Inc. may elect to acquire the limited partner’s interest by issuing its Common Stock in exchange for the interest. The amount of cash to be paid to the limited partner if the redemption right is exercised and Boston Properties, Inc. does not elect to issue its Common Stock is based on the trading price of Boston Properties, Inc.’s common stock at that time. Due to the redemption option existing outside the control of the Company, such limited partners’ units are not included in Partners’ Capital. The value of the OP Units not owned by Boston Properties, Inc. (including LTIP Units assuming that all conditions had been met for the conversion thereof), assuming all of such units had been redeemed at September 30, 2012 was approximately $2.0 billion based on the closing price of Boston Properties, Inc.’s common stock of $110.61 per share.

Noncontrolling Interest—Property Partnerships

The noncontrolling interests in property partnerships consist of the outside equity interests in ventures that are consolidated with the financial results of the Company because the Company exercises control over the entities that own the properties. The equity interests in these ventures that are not owned by the Company,

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totaling approximately $(1.9) million at September 30, 2012 and approximately $(1.1) million at December 31, 2011, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

The following table reflects the activity of the noncontrolling interests—property partnerships for the nine months ended September 30, 2012 and 2011 (in thousands):

Balance at January 1, 2012	$	(1,063	)
Net income		1,461
Distributions		(2,250	)
Balance at September 30, 2012	$	(1,852	)
Balance at January 1, 2011	$	(614	)
Net income		1,118
Distributions		(1,500	)
Balance at September 30, 2011	$	(996	)

10. Partners’ Capital

As of September 30, 2012, Boston Properties, Inc. owned 1,689,580 general partnership units and 149,166,657 limited partnership units.

During the nine months ended September 30, 2012, Boston Properties, Inc. utilized its $600 million “at the market” (“ATM”) stock offering program to issue an aggregate of 2,347,500 shares of Common Stock for gross proceeds of approximately $249.8 million and net proceeds of approximately $247.2 million. Boston Properties, Inc. contributed the net proceeds from such sales to the Company in exchange for a number of OP Units equal to the number of shares issued. As of September 30, 2012, approximately $305.3 million remained available for issuance under this ATM program.

During the nine months ended September 30, 2012, the Company issued 22,823 OP Units to Boston Properties, Inc. in connection with the exercise by certain employees of options to purchase Common Stock of Boston Properties, Inc.

During the nine months ended September 30, 2012, Boston Properties, Inc. acquired 365,688 OP Units in connection with the redemption of an equal number of redeemable OP Units from third parties.

On January 27, 2012, the Company paid a distribution in the amount of $0.55 per OP Unit to unitholders of record as of the close of business on December 31, 2011. On April 30, 2012, the Company paid a distribution in the amount of $0.55 per OP Unit to unitholders of record as of the close of business on March 30, 2012. On July 31, 2012, the Company paid a distribution in the amount of $0.55 per OP Unit to unitholders of record as of the close of business on June 29, 2012. On September 17, 2012, Boston Properties, Inc.’s Board of Directors declared a distribution in the amount of $0.55 per OP Unit payable on October 31, 2012 to unitholders of record as of the close of business on September 28, 2012.

11. Earnings Per Common Unit

The following table provides a reconciliation of both the net income attributable to Boston Properties Limited Partnership 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 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 Company. As a result, the Series Two Preferred Units are

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considered participating securities and are included in the computation of basic and diluted earnings per common unit 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 earnings per common unit pursuant to the two-class method. As a result, unvested restricted common stock of Boston Properties, Inc. and the Company’s LTIP Units and OPP Units are considered participating securities and are included in the computation of basic and diluted earnings per common unit of the Company if the effect of applying the if-converted method is dilutive. Because the OPP 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, the Company 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 17,660,000 and 18,213,000 redeemable common units for the three months ended September 30, 2012 and 2011, respectively, and approximately 17,694,000 and 19,116,000 redeemable common units for the nine months ended September 30, 2012 and 2011, respectively.

	For the Three Months Ended September 30, 2012
	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	$	66,815		168,461	$	0.40
Discontinued operations attributable to Boston Properties Limited Partnership		—		—		—
Net income attributable to Boston Properties Limited Partnership	$	66,815		168,461	$	0.40
Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes		—		1,182		(0.01	)
Diluted Earnings:
Net income	$	66,815		169,643	$	0.39

	For the Three Months Ended September 30, 2011
	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	$	81,569		165,219	$	0.49
Discontinued operations attributable to Boston Properties Limited Partnership		20		—		—
Net income attributable to Boston Properties Limited Partnership	$	81,589		165,219	$	0.49
Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes		—		616		—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership	$	81,589		165,835	$	0.49

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	For the Nine Months Ended September 30, 2012
	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	$	221,529		167,517	$	1.32
Discontinued operations attributable to Boston Properties Limited Partnership		57,690		—		0.35
Net income attributable to Boston Properties Limited Partnership	$	279,219		167,517	$	1.67
Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes		—		655		(0.01	)
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership	$	279,219		168,172	$	1.66

	For the Nine Months Ended September 30, 2011
	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	$	200,995			164,122	$	1.22
Discontinued operations attributable to Boston Properties Limited Partnership		(60	)		—		—
Net income attributable to Boston Properties Limited Partnership	$	200,935			164,122	$	1.22
Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes		—			619		—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership	$	200,935			164,741	$	1.22

12. Stock Option and Incentive Plan

On January 25, 2012, the Compensation Committee of the Board of Directors of Boston Properties, Inc. approved outperformance awards under Boston Properties, Inc.’s 1997 Stock Option and Incentive Plan (the “1997 Plan”) to certain officers of Boston Properties, Inc. These awards (the “2012 OPP Awards”) are part of a broad-based, long-term incentive compensation program designed to provide the Company’s management team with the potential to earn equity awards subject to Boston Properties, Inc. “outperforming” and creating shareholder value in a pay-for-performance structure. 2012 OPP Awards utilize total return to shareholders (“TRS”) over a three-year measurement period as the performance metric and include two years of time-based vesting after the end of the performance measurement period (subject to acceleration in certain events) as a retention tool. Recipients of 2012 OPP Awards will share in an outperformance pool if Boston Properties, Inc.’s TRS, including both share appreciation and dividends, exceeds absolute and relative hurdles over a three-year measurement period from February 7, 2012 to February 6, 2015, based on the average closing price of a share of Boston Properties, Inc.’s common stock of $106.69 for the five trading days prior to and including February 7, 2012. The aggregate reward that recipients of all 2012 OPP Awards can earn, as measured by the outperformance pool, is subject to a maximum cap of $40.0 million.

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The outperformance pool will consist of (i) two percent (2%) of the excess total return above a cumulative absolute TRS hurdle of 24% over the full three-year measurement period (equivalent to 8% per annum) (the “Absolute TRS Component”) and (ii) two percent (2%) of the excess or deficient excess total return above or below a relative TRS hurdle equal to the total return of the SNL Equity REIT Index over the three-year measurement period (the “Relative TRS Component”). In the event that the Relative TRS Component is potentially positive because Boston Properties, Inc.’s TRS is greater than the total return of the SNL Equity REIT Index, but Boston Properties, Inc. achieves a cumulative absolute TRS below 24% over the three-year measurement period (equivalent to 8% per annum), the actual contribution to the outperformance pool from the Relative TRS Component will be subject to a sliding scale factor as follows: (i) 100% of the potential Relative TRS Component will be earned if Boston Properties, Inc.’s TRS is equal to or greater than a cumulative 24% over three years, (ii) 0% will be earned if Boston Properties, Inc.’s TRS is 0% or less, and (iii) a percentage from 0% to 100% calculated by linear interpolation will be earned if Boston Properties, Inc.’s cumulative TRS over three years is between 0% and 24%. For example, if Boston Properties, Inc. achieves a cumulative absolute TRS of 18% over the full three-year measurement period (equivalent to a 6% absolute annual TRS), the potential Relative TRS Component would be prorated by 75%. The potential Relative TRS Component before application of the sliding scale factor will be capped at $40.0 million. In the event that the Relative TRS Component is negative because Boston Properties, Inc.’s TRS is less than the total return of the SNL Equity REIT Index, any outperformance reward potentially earned under the Absolute TRS Component will be reduced dollar for dollar, provided that the potential Absolute TRS Component before reduction for any negative Relative TRS Component will be capped at $40.0 million. The algebraic sum of the Absolute TRS Component and the Relative TRS Component determined as described above will never exceed $40.0 million.

Each employee’s 2012 OPP Award was designated as a specified percentage of the aggregate outperformance pool. Assuming the applicable absolute and/or relative TRS thresholds are achieved at the end of the measurement period, the algebraic sum of the Absolute TRS Component and the Relative TRS Component will be calculated and then allocated among the 2012 OPP Award recipients in accordance with each individual’s percentage. If there is a change of control prior to February 6, 2015, the measurement period will end on the change of control date and both the Absolute TRS Component (using a prorated absolute TRS hurdle) and the Relative TRS Component will be calculated and, assuming the applicable absolute and/or relative TRS thresholds are achieved over the shorter measurement period, allocated among the 2012 OPP Award recipients as of that date.

Rewards earned with respect to 2012 OPP Awards (if any) will vest 25% on February 7, 2015, 25% on February 7, 2016 and 50% on February 7, 2017, based on continued employment. Vesting will be accelerated in the event of a change in control of Boston Properties, Inc., termination of employment without cause, termination of employment by the award recipient for good reason, death, disability or retirement, although restrictions on transfer will continue to apply in certain of these situations. All determinations, interpretations and assumptions relating to the calculation of performance and vesting relating to 2012 OPP Awards will be made by the Compensation Committee. 2012 OPP Awards were issued in the form of LTIP Units prior to the determination of the outperformance pool, but will remain subject to forfeiture depending on the extent of rewards earned with respect to 2012 OPP Awards. The number of LTIP Units issued initially to recipients of the 2012 OPP Awards is an estimate of the maximum number of LTIP Units that they could earn, based on certain assumptions. The number of LTIP Units actually earned by each award recipient will be determined at the end of the performance measurement period by dividing his or her share of the outperformance pool by the average closing price of a REIT Share for the 15 trading days immediately preceding the measurement date. Total return for Boston Properties, Inc. and for the SNL Equity REIT Index over the three-year measurement period and other circumstances will determine how many LTIP Units are earned by each recipient; if they are fewer than the number issued initially, the balance will be forfeited as of the performance measurement date. Prior to the measurement date, LTIP units issued on account of 2012 OPP Awards are entitled to receive per unit distributions equal to one-tenth (10%) of the regular quarterly distributions payable on an OP Unit, but will not be entitled to receive any special distributions. After the measurement date, the number of LTIP Units, both vested and unvested, which 2012 OPP Award recipients have earned based on the establishment of an

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outperformance pool, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on an OP Unit. LTIP Units are designed to qualify as “profits interests” in the Company for federal income tax purposes. As a general matter, the profits interests characteristics of the LTIP Units mean that initially they will not be economically equivalent in value to an OP Unit. If and when events specified by applicable tax regulations occur, LTIP Units can over time increase in value up to the point where they are equivalent to OP Units on a one-for-one basis. After LTIP Units are fully vested, and to the extent the special tax rules applicable to profits interests have allowed them to become equivalent in value to OP Units, LTIP Units may be converted on a one-for-one basis into OP Units. OP Units in turn have a one-for-one relationship in value with Boston Properties, Inc. common stock, and are exchangeable on such one-for-one basis for cash or, at the election of Boston Properties, Inc., Boston Properties, Inc. common stock.

The 2012 OPP Units were valued, in accordance with ASC 718 “Compensation—Stock Compensation,” at an aggregate of approximately $7.7 million utilizing a Monte Carlo simulation to estimate the probability of the performance vesting conditions being satisfied. The Monte Carlo simulation used a statistical formula underlying the Black-Scholes and binomial formulas and such simulation was run approximately 100,000 times. For each simulation, the payoff is calculated at the settlement date, which is then discounted to the award date at a risk-free interest rate. The average of the values over all simulations is the expected value of the unit on the award date. Assumptions used in the valuations included (1) factors associated with the underlying performance of Boston Properties, Inc.’s stock price and total shareholder return over the term of the performance awards including total stock return volatility and risk-free interest and (2) factors associated with the relative performance of Boston Properties, Inc.’s stock price and total shareholder return when compared to the SNL Equity REIT Index. The valuation was performed in a risk-neutral framework, so no assumption was made with respect to an equity risk premium. The fair value of the 2012 OPP Units is based on the sum of: (1) the present value of the expected payoff to the OPP Award on the measurement date, if the TRS over the applicable measurement period exceeds performance hurdles of the Absolute and the Relative Components; and (2) the present value of the distributions payable on the 2012 OPP Units. The ultimate reward realized on account of the OPP Award by the holders of the 2012 OPP Units is contingent on the TRS achieved on the measurement date, both in absolute terms and relative to the TRS of the SNL Equity REIT Index. The per unit fair value of each 2012 OPP Unit was estimated on the date of grant using the following assumptions in the Monte Carlo valuation: expected price volatility for Boston Properties, Inc. and the SNL Equity REIT index of 31% and 30%, respectively; a risk free rate of 0.35%; and total dividend payments over the measurement period of $7.28 per share.

On February 13, 2012, E. Mitchell Norville announced that he would resign as Executive Vice President, Chief Operating Officer of Boston Properties, Inc. effective on February 29, 2012. In connection with his resignation, Mr. Norville entered into a separation agreement (the “Separation Agreement”) with Boston Properties, Inc. Under the Separation Agreement, Boston Properties, Inc. agreed to pay Mr. Norville cash payments totaling approximately $1,533,333 (less applicable deductions) in addition to his cash bonus for 2011, which was $950,000. In addition, Mr. Norville agreed to provide consulting services to Boston Properties, Inc. for at least two months following the effective date of his resignation for which he received $20,000 per month. Under the Separation Agreement, Mr. Norville is entitled to accelerated vesting with respect to 23,502 LTIP units in the Company and stock options to purchase 4,464 shares of common stock of Boston Properties, Inc. at an exercise price of $92.71 and 5,117 shares of common stock of Boston Properties, Inc. at an exercise price of $104.47. Mr. Norville will also retain approximately 36% of his 2011 outperformance award, which will remain subject to the performance-based vesting criteria originally established for the 2011 outperformance awards. Mr. Norville agreed to one-year non-competition, non-solicitation and non-interference provisions, and provided Boston Properties, Inc. with a general release of claims. The Company recognized approximately $4.5 million of expense during the nine months ended September 30, 2012 in connection with Mr. Norville’s resignation.

At Boston Properties, Inc.’s 2012 annual meeting of stockholders held on May 15, 2012, the stockholders of Boston Properties, Inc. approved the Boston Properties, Inc. 2012 Stock Option and Incentive Plan (the “2012 Plan”). The 2012 Plan replaces the 1997 Plan. The material terms of the 2012 Plan include, among other things: (1) the maximum number of shares of common stock reserved and available for issuance under the 2012 Plan is

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the sum of (i) 13,000,000 newly authorized shares, plus (ii) the number of shares available for grant under the 1997 Stock Plan immediately prior to the effective date of the 2012 Plan, plus (iii) any shares underlying grants under the 1997 Plan that are forfeited, cancelled or terminated (other than by exercise) in the future; (2) “full-value” awards (i.e., awards other than stock options) are multiplied by a 2.32 conversion ratio to calculate the number of shares available under the 2012 Plan that are used for each full-value award, as opposed to a 1.0 conversion ratio for each stock option awarded under the 2012 Plan; (3) shares tendered or held back for taxes will not be added back to the reserved pool under the 2012 Plan; (4) stock options may not be re-priced without stockholder approval; and (5) the term of the 2012 Plan is for ten years from the date of stockholder approval.

During the nine months ended September 30, 2012, Boston Properties, Inc. issued 20,756 shares of restricted common stock and 186,007 non-qualified stock options and the Company issued 174,650 LTIP Units and 400,000 2012 OPP Units to employees and non-employee directors under the 1997 Plan and 2012 Plan. Employees and directors paid $0.01 per share of restricted common stock and $0.25 per LTIP Unit and OPP Unit. An LTIP Unit is generally the economic equivalent of a share of restricted stock in Boston Properties, Inc. The aggregate value of the LTIP Units is included in noncontrolling interests in the Consolidated Balance Sheets. Grants of restricted stock and LTIP Units to employees vest in four equal annual installments. Restricted stock is measured at fair value on the date of grant based on the number of shares granted, as adjusted for forfeitures, and the closing price of Boston Properties, Inc.’s Common Stock on the date of grant as quoted on the New York Stock Exchange. Such value is recognized as an expense ratably over the corresponding employee service period. The shares of restricted stock granted during the nine months ended September 30, 2012 were valued at approximately $2.2 million ($107.31 per share weighted-average). The non-qualified stock options granted during the nine months ended September 30, 2012 had a weighted-average fair value on the date of grant of $19.50 per option, which was computed using the Black-Scholes option-pricing model utilizing the following weighted-average assumptions: an expected life of 5.4 years, a risk-free interest rate of 0.92%, an expected price volatility of 28.4% and an expected dividend yield of 2.9%. The weighted-average exercise price of the options is $107.23, which was the weighted-average closing price of Boston Properties, Inc.’s common stock on the date of grant. The LTIP Units granted during the nine months ended September 30, 2012 were valued at approximately $17.3 million ($98.83 per unit fair value weighted-average) using a Monte Carlo simulation method model. The weighted-average per unit fair value of each LTIP Unit granted was estimated on the date of grant using the following assumptions: an expected life of 5.8 years, a risk-free interest rate of 0.94% and an expected price volatility of 29.1%. As the 2011 OPP Awards and 2012 OPP Awards are subject to both a service condition and a market condition, the Company recognizes the compensation expense related to the 2011 OPP Awards and 2012 OPP Awards under the graded vesting attribution method. Under the graded vesting attribution method, each portion of the award that vests at a different date is accounted for as a separate award and recognized over the period appropriate to that portion so that the compensation cost for each portion should be recognized in full by the time that portion vests. Dividends paid on both vested and unvested shares of restricted stock are charged directly to Partners’ Capital in the Consolidated Balance Sheets. Aggregate stock-based compensation expense associated with restricted stock, non-qualified stock options, LTIP Units, 2008 OPP Units, 2011 OPP Units and 2012 OPP Units was approximately $6.4 million and $5.6 million for the three months ended September 30, 2012 and 2011, respectively, and approximately $23.8 million and $22.7 million for the nine months ended September 30, 2012 and 2011, respectively. For the nine months ended September 30, 2012, stock-based compensation expense includes approximately $2.7 million consisting of the acceleration of vesting of Boston Properties, Inc.’s Chief Operating Officer’s stock-based compensation awards associated with his resignation. Upon the conclusion of the three-year measurement period in February 2011, the 2008 OPP Awards were not earned, the program was terminated and the Company accelerated the then remaining unrecognized compensation expense totaling approximately $4.3 million during the nine months ended September 30, 2011. At September 30, 2012, there was $24.4 million of unrecognized compensation expense related to unvested restricted stock and LTIP Units and $9.4 million of unrecognized compensation expense related to unvested 2011 OPP Units and 2012 OPP Units that is expected to be recognized over a weighted-average period of approximately 2.7 years.

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13. Segment Information

The Company’s segments are based on the Company’s method of internal reporting which classifies its operations by both geographic area and property type. The Company’s segments by geographic area are Boston, New York, Princeton, San Francisco and Washington, DC. Segments by property type include: Class A Office, Office/Technical, Residential and Hotel.

Asset information by segment is not reported because the Company does not use this measure to assess performance. Therefore, depreciation and amortization expense is not allocated among segments. Interest and other income, development and management services, general and administrative expenses, transaction costs, interest expense, depreciation and amortization expense, gains (losses) from investments in securities, losses from early extinguishments of debt, income from unconsolidated joint ventures, discontinued operations and noncontrolling interests are not included in Net Operating Income as internal reporting addresses these items on a corporate level.

Net Operating Income is not a measure of operating results or cash flows from operating activities as measured by accounting principles generally accepted in the United States of America, and it is not indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity. All companies may not calculate Net Operating Income in the same manner. The Company considers Net Operating Income to be an appropriate supplemental measure to net income because it helps both investors and management to understand the core operations of the Company’s properties.

Information by geographic area and property type (dollars in thousands):

For the three months ended September 30, 2012:

	Boston			New York			Princeton			San Francisco			Washington, DC			Total
Rental Revenue:
Class A Office	$	161,479		$	120,270		$	15,234		$	54,137		$	87,119		$	438,239
Office/Technical		5,539			—			—			148			4,099			9,786
Residential		995			—			—			—			4,501			5,496
Hotel		9,359			—			—			—			—			9,359
Total		177,372			120,270			15,234			54,285			95,719			462,880
% of Grand Totals		38.32	%		25.98	%		3.29	%		11.73	%		20.68	%		100.0	%
Rental Expenses:
Class A Office		65,261			41,088			7,185			21,684			28,116			163,334
Office/Technical		1,758			—			—			52			941			2,751
Residential		490			—			—			—			2,364			2,854
Hotel		6,886			—			—			—			—			6,886
Total		74,395			41,088			7,185			21,736			31,421			175,825
% of Grand Totals		42.31	%		23.37	%		4.09	%		12.36	%		17.87	%		100.0	%
Net operating income	$	102,977		$	79,182		$	8,049		$	32,549		$	64,298		$	287,055
% of Grand Totals		35.87	%		27.59	%		2.80	%		11.34	%		22.40	%		100.0	%

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For the three months ended September 30, 2011:

	Boston			New York			Princeton			San Francisco			Washington, DC			Total
Rental Revenue:
Class A Office	$	141,024		$	115,284		$	15,495		$	53,978		$	94,551		$	420,332
Office/Technical		6,460			—			—			—			4,235			10,695
Residential		284			—			—			—			2,169			2,453
Hotel		8,045			—			—			—			—			8,045
Total		155,813			115,284			15,495			53,978			100,955			441,525
% of Grand Totals		35.29	%		26.11	%		3.51	%		12.23	%		22.86	%		100.0	%
Rental Expenses:
Class A Office		55,308			39,331			7,189			20,788			25,758			148,374
Office/Technical		1,876			—			—			—			1,108			2,984
Residential		270			—			—			—			2,148			2,418
Hotel		6,032			—			—			—			—			6,032
Total		63,486			39,331			7,189			20,788			29,014			159,808
% of Grand Totals		39.73	%		24.61	%		4.50	%		13.01	%		18.15	%		100.0	%
Net operating income	$	92,327		$	75,953		$	8,306		$	33,190		$	71,941		$	281,717
% of Grand Totals		32.77	%		26.96	%		2.95	%		11.78	%		25.54	%		100.0	%

For the nine months ended September 30, 2012:

	Boston			New York			Princeton			San Francisco			Washington, DC			Total
Rental Revenue:
Class A Office	$	460,127		$	360,515		$	45,701		$	159,984		$	266,259		$	1,292,586
Office/Technical		16,882			—			—			344			12,245			29,471
Residential		2,891			—			—			—			12,122			15,013
Hotel		26,224			—			—			—			—			26,224
Total		506,124			360,515			45,701			160,328			290,626			1,363,294
% of Grand Totals		37.13	%		26.44	%		3.35	%		11.76	%		21.32	%		100.0	%
Rental Expenses:
Class A Office		183,601			118,531			22,234			62,892			83,861			471,119
Office/Technical		4,910			—			—			114			2,952			7,976
Residential		1,247			—			—			—			6,896			8,143
Hotel		19,601			—			—			—			—			19,601
Total		209,359			118,531			22,234			63,006			93,709			506,839
% of Grand Totals		41.31	%		23.38	%		4.39	%		12.43	%		18.49	%		100.0	%
Net operating income	$	296,765		$	241,984		$	23,467		$	97,322		$	196,917		$	856,455
% of Grand Totals		34.65	%		28.26	%		2.74	%		11.36	%		22.99	%		100.0	%

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For the nine months ended September 30, 2011:

	Boston			New York			Princeton			San Francisco			Washington, DC			Total
Rental Revenue:
Class A Office	$	403,325		$	341,698		$	47,585		$	161,039		$	263,346		$	1,216,993
Office/Technical		19,057			—			—			—			12,177			31,234
Residential		284			—			—			—			2,745			3,029
Hotel		22,897			—			—			—			—			22,897
Total		445,563			341,698			47,585			161,039			278,268			1,274,153
% of Grand Totals		34.97	%		26.82	%		3.73	%		12.64	%		21.84	%		100.0	%
Rental Expenses:
Class A Office		153,849			114,423			22,591			60,241			73,291			424,395
Office/Technical		5,522			—			—			—			3,242			8,764
Residential		270			—			—			—			2,871			3,141
Hotel		18,052			—			—			—			—			18,052
Total		177,693			114,423			22,591			60,241			79,404			454,352
% of Grand Totals		39.11	%		25.18	%		4.97	%		13.26	%		17.48	%		100.0	%
Net operating income	$	267,870		$	227,275		$	24,994		$	100,798		$	198,864		$	819,801
% of Grand Totals		32.67	%		27.72	%		3.05	%		12.30	%		24.26	%		100.0	%

The following is a reconciliation of Net Operating Income to net income attributable to Boston Properties Limited Partnership:

	Three months ended September 30,					Nine months ended September 30,
	2012		2011			2012		2011
Net Operating Income	$	287,055	$	281,717		$	856,455	$	819,801
Add:
Development and management services income		8,024		8,178			25,734		24,699
Income from unconsolidated joint ventures		9,217		11,326			42,129		28,184
Interest and other income		4,001		1,252			8,029		4,179
Gains (losses) from investments in securities		587		(860	)		1,202		(481	)
Income (loss) from discontinued operations		—		20			884		(60	)
Gain on sale of real estate from discontinued operations		—		—			38,445		—
Gain on forgiveness of debt from discontinued operations		—		—			18,361		—
Less:
General and administrative expense		19,757		16,917			66,442		60,281
Transaction costs		1,140		474			3,252		1,907
Depreciation and amortization expense		109,316		106,618			325,804		321,359
Interest expense		105,030		95,117			308,168		288,225
Losses from early extinguishments of debt		5,494		—			4,453		—
Noncontrolling interest in property partnerships		458		86			1,461		1,118
Noncontrolling interest—redeemable preferred units		874		832			2,440		2,497
Net income attributable to Boston Properties Limited Partnership	$	66,815	$	81,589		$	279,219	$	200,935

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14. Subsequent Events

On October 1, 2012, a joint venture in which the Company has a 30% interest partially placed in-service 500 North Capitol Street, NW, a Class A office redevelopment project with approximately 232,000 net rentable square feet located in Washington, DC.

On October 4, 2012, the Company completed the formation of a joint venture, which owns and operates Fountain Square located in Reston, Virginia, adjacent to the Company’s other Reston properties. Fountain Square is an office and retail complex aggregating approximately 764,000 net rentable square feet, comprised of approximately 522,000 net rentable square feet of Class A office space and approximately 242,000 net rentable square feet of retail space. The joint venture partner contributed the property valued at approximately $385.0 million and related mortgage indebtedness totaling approximately $211.3 million for a 50% interest in the joint venture. The Company contributed cash totaling approximately $87.0 million for its 50% interest, which cash was distributed to the joint venture partner. The Company is consolidating this joint venture. The mortgage loan bears interest at fixed rate of 5.71% per annum and matures on October 11, 2016. Pursuant to the joint venture agreement (i) the Company has rights to acquire the partner’s 50% interest and (ii) the partner has the right to cause the Company to acquire the partner’s interest on January 4, 2016, in each case at a fixed price totaling approximately $102.0 million in cash. The fixed price option rights expire on January 31, 2016.

On October 19, 2012, the Company formed a joint venture to pursue the acquisition of land in San Francisco, California which could support a 61-story, 1.4 million square foot office tower known as Transbay Tower. The purchase price for the land is approximately $190.0 million. The Company has a 50% interest in the joint venture. There can be no assurance that the acquisition will be consummated on the terms currently contemplated or at all.

On October 29, 2012, the Company entered into an agreement to sell its 164 Lexington Road property for approximately $3.2 million. 164 Lexington Road is an approximately 64,000 square foot net rentable Office/Technical property located in Billerica, Massachusetts. There can be no assurance that the sale will be consummated on the terms currently contemplated or at all.

On November 8, 2012, Boston Properties, Inc.’s Board of Directors declared a distribution of $0.65 per OP Unit for the period from October 1, 2012 to December 31, 2012, payable on January 29, 2013 to unitholders of record as of the close of business on December 31, 2012.

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ITEM 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used herein, the terms “BPLP,” “we,” “us,” and “our” refer collectively to Boston Properties Limited Partnership, a Delaware limited partnership, and its subsidiaries and its respective predecessor entities, considered a single enterprise.

The following discussion should be read in conjunction with the financial statements and notes thereto appearing elsewhere in this report. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the federal securities laws. We caution investors that any forward-looking statements presented in this report, or which management may make orally or in writing from time to time, are based on beliefs and assumptions made by, and information currently available to, management. When used, the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “project,” “result,” “should,” “will” and similar expressions which do not relate solely to historical matters are intended to identify forward-looking statements. Such statements are subject to risks, uncertainties and assumptions and are not guarantees of future performance, which may be affected by known and unknown risks, trends, uncertainties and factors that are beyond our control. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, estimated or projected by the forward-looking statements. We caution you that while forward-looking statements reflect our good-faith beliefs when we make them, they are not guarantees of future performance and are impacted by actual events when they occur after we make such statements. Accordingly, investors should use caution in relying on forward-looking statements, which are based on results and trends at the time they are made, to anticipate future results or trends.

Some of the risks and uncertainties that may cause our actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements include, among others, the following:

• the continuing impact of high unemployment and other macroeconomic trends, which is having and may continue to 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 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;

• 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, cost overruns, inability to obtain necessary permits 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, 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;

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• 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;

• potential liability for uninsured losses and environmental contamination;

• risks associated with Boston Properties, Inc.’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 Report on Form 10-K, including those described under the caption “Risk Factors.”

The risks set forth above are not exhaustive. Other sections of this report may include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all risk factors, nor can it assess the impact of all risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, investors should not place undue reliance on forward-looking statements as a prediction of actual results. Investors should also refer to our most recent Annual Report on Form 10-K and our Quarterly Reports on Form 10-Q for future periods and Current Reports on Form 8-K as we file them with the SEC, and to other materials we may furnish to the public from time to time through Forms 8-K or otherwise, for a discussion of risks and uncertainties that may cause actual results, performance or achievements to differ materially from those expressed or implied by forward-looking statements. We expressly disclaim any responsibility to update any forward-looking statements to reflect changes in underlying assumptions or factors, new information, future events, or otherwise, and you should not rely upon these forward-looking statements after the date of this report.

Overview

Boston Properties Limited Partnership is the entity through which Boston Properties, Inc. conducts substantially all of its business and owns (either directly or through subsidiaries) substantially all of its assets. Our properties are concentrated in five markets—Boston, New York, Princeton, San Francisco and Washington, DC. We generate revenue and cash primarily by leasing our Class A office space to our tenants. Factors we consider when we lease space include the creditworthiness of the tenant, the length of the lease, the rental rate to be paid, the costs of tenant improvements and other landlord concessions, current and anticipated operating costs and real estate taxes, our current and anticipated vacancy, current and anticipated future demand for office space and general economic factors. From time to time, we also generate cash through the sale of assets.

Our core strategy has always been to operate in supply-constrained markets with high barriers to entry and to focus on executing long-term leases with financially strong tenants. Historically, this combination has tended to reduce our exposure in down cycles and enhance revenues as market conditions improve. To be successful in the current leasing environment, we believe all aspects of the tenant-landlord relationship must be considered. In this regard, we believe that our understanding of tenants’ short- and long-term utilization and space needs in the local markets, our relationships with local brokers, our reputation as a premier owner and operator of Class A office properties, our financial strength and our ability to maintain high building standards provide us with a

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competitive advantage in an increasingly fragmented office market. We expect tenants in our markets to continue to take advantage of the ability to upgrade to high-quality space like ours, particularly those who value our operational expertise and financial stability when making their leasing decisions.

Leasing velocity slowed during the third quarter in all of our markets with the exception of the Cambridge, Massachusetts submarket and our San Francisco region. Overall trends remain flat with leasing decisions based on lease expirations rather than business growth. With just 5.6% of the space in our portfolio expiring through 2013, we are well positioned should velocity trends fail to improve.

• In the midtown Manhattan market, leasing activity in the third quarter was less than recent historical averages and the availability rate increased slightly. Activity in our portfolio reflected this as we signed leases for approximately 126,000 square feet during the quarter and our occupancy decreased from 95.6% to 94.2%.

• In our Washington, DC region, the leasing activity continues to be slow and public sector and defense contractor demand has been adversely impacted by the federal budgetary uncertainty, potential sequestration and the reductions in discretionary spending programs. Our portfolio continues to have stable occupancy at 94.4% with modest rollover/exposure of approximately 4.8% through 2013.

• Our assets in the Boston Central Business Distract (“CBD”) continue to experience demand with tenants committing to space two to three years in advance of their space needs, while the general market has a vacancy percentage rate in the mid-teens most of which is in low-rise space. We benefited from these types of advance decisions as we signed a lease for approximately 331,000 square feet with a 2015 lease commencement at 101 Huntington Avenue. During the third quarter, absorption was positive and the vacancy rate modestly improved. The East Cambridge submarket remains healthy with vacancy rates below 10% and rising rental rents. Our Cambridge portfolio is 99% leased with no material expirations until 2015. The suburbs of Boston along Route 128, where the majority of our suburban assets are located, experienced negative absorption during the third quarter. Many mid-size and larger users are contemplating leasing more space to handle their organic growth, however, the decision making process is prolonged. Our suburban portfolio is 81% leased with approximately 952,000 square feet of availability providing an opportunity as these users conclude their decision making processes.

• The San Francisco CBD and Silicon Valley submarkets continue to benefit from business expansion and job growth, particularly in the technology sector, and are among the strongest in our portfolio. This is evidenced by positive absorption, lower vacancy and increasing rental rents. During the third quarter, we expanded our investments in San Francisco with the acquisition of 680 Folsom Street, which is 85% pre-leased to two technology tenants. In mid- October, we also formed a joint venture to pursue the acquisition of land that can support the development of TransBay Tower, a 61-story, 1.4 million square foot office tower.

In the third quarter of 2012, leases for approximately 923,000 square feet of space commenced revenue recognition, including leases for approximately 841,000 square feet of second generation space and leases for approximately 82,000 square feet of first generation space, stemming mostly from completion of development projects. Of the approximately 923,000 square feet, leases for approximately 124,000 square feet were signed during the third quarter of 2012 and leases for the remainder of this space were signed in prior periods. The second generation leases that commenced revenue recognition in the third quarter of 2012 had an average lease term of approximately 108 months and included an average of approximately 132 days of free rent and total transaction costs, including tenant improvements and leasing commissions, of approximately $50 per square foot. The starting gross rents for the approximately 598,000 square feet of second generation leases that had been occupied within the prior 12 months increased on average by approximately 5.53% compared to the ending gross rents from the previous leases for this space. Lease terms are highly dependent on location (i.e., whether the property is in a CBD or suburban location), whether the lease is a renewal or with a new tenant, and the length of the lease term. Seventy-five percent (75%) of the leases that commenced during the quarter were with new tenants, which tend to have greater lease transaction costs.

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From October 1, 2012 to December 31, 2013, leases representing approximately 5.6% of the space at our properties expire. As these leases expire, assuming no further change in current market rental rates, we expect that the rental rates we are likely to achieve on new leases will generally be approximately equal to the rates currently being paid.

We believe the successful lease-up and completion of our development pipeline will enhance our long-term return on equity and earnings growth as these developments are placed in-service through 2015. In 2013, we expect to fully place in-service Two Patriots Park in Reston, Virginia, Annapolis Junction Building Six in Annapolis, Maryland, and Seventeen Cambridge Center and the Cambridge Center Connector in Cambridge, Massachusetts, with an aggregate estimated investment of approximately $189 million, which represents our share. In aggregate, these assets are currently 90% leased.

We also continue to actively explore acquisition opportunities in each of our markets. Since the end of the second quarter of 2012, we have acquired 680 Folsom Street in San Francisco, California, formed a joint venture that owns and operates Fountain Square in Reston, Virginia and formed a joint venture to pursue the acquisition of land in San Francisco, California to build Transbay Tower. These transactions are discussed in more detail below.

We continue to review our portfolio for the possible sale of non-core assets where the leasing profile provides an opportunity to maximize value. On September 27, 2012, our Value-Added Fund completed the sale of its 300 Billerica Road property located in Chelmsford, Massachusetts for approximately $12.2 million, including the assumption by the buyer of $7.5 million of mortgage indebtedness. 300 Billerica Road is an approximately 111,000 net rentable square foot office building.

Transactions during the three months ended September 30, 2012 included the following:

• On July 25, 2012, a joint venture in which we have a 50% interest partially placed in-service Annapolis Junction Building Six, a Class A office property with approximately 120,000 net rentable square feet located in Annapolis, Maryland. The property is currently 49% leased.

• On August 24, 2012, we used available cash to redeem the remaining $225.0 million in aggregate principal amount of our 6.25% senior notes due 2013. The redemption price was determined in accordance with the applicable indenture and totaled approximately $231.6 million. The redemption price included approximately $1.5 million of accrued and unpaid interest to, but not including, the redemption date. Excluding such accrued and unpaid interest, the redemption price was approximately 102.25% of the principal amount being redeemed. We recognized a loss on early extinguishment of debt totaling approximately $5.2 million, which amount included the payment of the redemption premium totaling approximately $5.1 million.

• On August 29, 2012, we acquired the development project located at 680 Folsom Street and 50 Hawthorne Street in San Francisco, California. When completed, the project will comprise approximately 522,000 net rentable square feet of Class A office and retail space. The project is approximately 85% pre-leased and as a result we have accounted for the acquisition as a business combination. The estimated project cost upon completion is approximately $340 million with initial occupancy expected in the first quarter of 2014. As part of the transaction, we also acquired the corner site of 690 Folsom Street, which is an adjacent parcel with a vacant 22,000 square foot, two-story structure that may be redeveloped in the future. The consideration paid by us to the seller consisted of approximately $62.2 million in cash and the issuance of 1,588,100 Series Four Preferred Units of limited partnership interest in us (the “Series Four Preferred Units”). The Series Four Preferred Units are not convertible into or exchangeable for any common equity of us or Boston Properties, Inc., have a per unit liquidation preference of $50.00 and are entitled to receive quarterly distributions of $0.25 per unit (or an annual rate of 2.0%). On August 31, 2012, a holder redeemed 366,573 Series Four Preferred Units for cash totaling approximately $18.3 million. In connection with the acquisition, we also assumed a $170.0 million construction loan commitment, although no amount is currently outstanding.

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• On September 4, 2012, we used available cash to repay the mortgage loan collateralized by our Sumner Square property located in Washington, DC totaling approximately $23.2 million. The mortgage financing bore interest at a fixed rate of 7.35% per annum and was scheduled to mature on September 1, 2013. We recognized a loss on early extinguishment of debt totaling approximately $0.3 million, which included a prepayment penalty totaling approximately $0.2 million associated with the early repayment.

• On September 27, 2012, our Value-Added Fund completed the sale of its 300 Billerica Road property located in Chelmsford, Massachusetts for approximately $12.2 million, including the assumption by the buyer of $7.5 million of mortgage indebtedness. 300 Billerica Road is an approximately 111,000 net rentable square foot office building. Net cash proceeds totaled approximately $4.3 million, of which our share was approximately $2.8 million, after the payment of transaction costs. Our share of the net proceeds included approximately $2.4 million resulting from the Value-Added Fund’s repayment of a loan from us. The Value-Added Fund recognized a gain on sale of real estate totaling approximately $1.0 million, of which our share was approximately $0.2 million and is included within income from unconsolidated joint ventures in our consolidated statements of operations.

Transactions completed subsequent to September 30, 2012:

• On October 1, 2012, a joint venture in which we have a 30% interest partially placed in-service 500 North Capitol Street, NW, a Class A office redevelopment project with approximately 232,000 net rentable square feet located in Washington, DC. The property is currently 82% leased.

• On October 4, 2012, we completed the formation of a joint venture which owns and operates Fountain Square located in Reston, Virginia, adjacent to our other Reston properties. Fountain Square is an office and retail complex aggregating approximately 764,000 net rentable square feet (approximately 811,000 net rentable square feet, as re-measured in accordance with BOMA standards), comprised of approximately 522,000 net rentable square feet of Class A office space and approximately 242,000 net rentable square feet of retail space. The joint venture partner contributed the property valued at approximately $385.0 million and related mortgage indebtedness totaling approximately $211.3 million for a 50% interest in the joint venture. We contributed cash totaling approximately $87.0 million for our 50% interest, which cash was distributed to the joint venture partner. We are consolidating this joint venture. The mortgage loan bears interest at a fixed rate of 5.71% per annum and matures on October 11, 2016. Pursuant to the joint venture agreement (i) we have rights to acquire the partner’s 50% interest and (ii) the partner has the right to cause us to acquire the partner’s interest on January 4, 2016, in each case at a fixed price totaling approximately $102.0 million in cash. The fixed price option rights expire on January 31, 2016.

• On October 19, 2012, we formed a joint venture to pursue the acquisition of land in San Francisco, California which could support a 61-story, 1.4 million square foot office tower known as Transbay Tower. The purchase price for the land is approximately $190 million, and the acquisition is expected to close in the first quarter of 2013. We have a 50% interest in the joint venture. There can be no assurance that the acquisition will be consummated on the terms currently contemplated or at all.

• On October 29, 2012, we entered into an agreement to sell our 164 Lexington Road property for approximately $3.2 million. 164 Lexington Road is an approximately 64,000 square foot net rentable Office/Technical property located in Billerica, Massachusetts. There can be no assurance that the sale will be consummated on the terms currently contemplated or at all.

• On November 8, 2012, Boston Properties, Inc.’s Board of Directors declared a distribution of $0.65 per OP Unit for the period from October 1, 2012 to December 31, 2012, payable on January 29, 2013 to unitholders of record as of the close of business on December 31, 2012. This represents an increase of approximately 18% over the prior quarterly distribution of $0.55 per OP Unit.

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Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America, or GAAP, requires management to use judgment in the application of accounting policies, including making estimates and assumptions. We base our estimates on historical experience and on various other assumptions believed to be reasonable under the circumstances. These judgments affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of revenue and expenses during the reporting periods. If our judgment or interpretation of the facts and circumstances relating to various transactions had been different, it is possible that different accounting policies would have been applied resulting in a different presentation of our financial statements. From time to time, we evaluate our estimates and assumptions. In the event estimates or assumptions prove to be different from actual results, adjustments are made in subsequent periods to reflect more current information. Below is a discussion of accounting policies that we consider critical in that they may require complex judgment in their application or require estimates about matters that are inherently uncertain.

Real Estate

Upon acquisitions of real estate, we assess the fair value of acquired tangible and intangible assets, including land, buildings, tenant improvements, “above-” and “below-market” leases, origination costs, acquired in-place leases, other identified intangible assets and assumed liabilities, and allocate the purchase price to the acquired assets and assumed liabilities, including land at appraised value and buildings as if vacant. We assess and consider fair value based on estimated cash flow projections that utilize discount and/or capitalization rates that we deem appropriate, as well as available market information. Estimates of future cash flows are based on a number of factors including the historical operating results, known and anticipated trends, and market and economic conditions.

The fair value of the tangible assets of an acquired property considers the value of the property as if it were vacant. We also consider an allocation of purchase price of other acquired intangibles, including acquired in-place leases that may have a customer relationship intangible value, including (but not limited to) the nature and extent of the existing relationship with the tenants, the tenants’ credit quality and expectations of lease renewals. Based on our acquisitions to date, our allocation to customer relationship intangible assets has been immaterial.

We record acquired “above-” and “below-market” leases at their fair values (using a discount rate which reflects the risks associated with the leases acquired) equal to the difference between (1) the contractual amounts to be paid pursuant to each in-place lease and (2) management’s estimate of fair market lease rates for each corresponding in-place lease, measured over a period equal to the remaining term of the lease for above-market leases and the initial term plus the term of any below-market fixed rate renewal options for below-market leases. Other intangible assets acquired include amounts for in-place lease values that are based on our evaluation of the specific characteristics of each tenant’s lease. Factors to be considered include estimates of carrying costs during hypothetical expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, we include real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions. In estimating costs to execute similar leases, we consider leasing commissions, legal and other related expenses.

Management reviews its long-lived assets used in operations for impairment following the end of each quarter and when there is an event or change in circumstances that indicates an impairment in value. An impairment loss is recognized if the carrying amount of its assets is not recoverable and exceeds its fair value. If such criteria are present, an impairment loss is recognized based on the excess of the carrying amount of the asset over its fair value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. Because cash flows on properties considered to be “long-lived assets to be held and used” are considered on an undiscounted basis to determine whether an asset has been impaired, our established strategy of holding properties over the long term directly decreases the likelihood of recording an

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impairment loss. If our strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized and such loss could be material. If we determine that impairment has occurred, the affected assets must be reduced to their fair value.

Guidance in Accounting Standards Codification (“ASC”) 360 “Property Plant and Equipment” (“ASC 360”) requires that qualifying assets and liabilities and the results of operations that have been sold, or otherwise qualify as “held for sale,” be presented as discontinued operations in all periods presented if the property operations are expected to be eliminated and we will not have significant continuing involvement following the sale. The components of the property’s net income that is reflected as discontinued operations include the net gain (or loss) upon the disposition of the property held for sale, operating results, depreciation and interest expense (if the property is subject to a secured loan). We generally consider assets to be “held for sale” when the transaction has been approved by our Board of Directors, or a committee thereof, and there are no known significant contingencies relating to the sale, such that a sale of the property within one year is considered probable. Following the classification of a property as “held for sale,” no further depreciation is recorded on the assets, and the asset is written down to the lower of carrying value or fair market value.

Real estate is stated at depreciated cost. A variety of costs are incurred in the acquisition, development and leasing of properties. The cost of buildings and improvements includes the purchase price of property, legal fees and other acquisition costs. Beginning January 1, 2009, we are required to expense costs the acquirer incurs to effect a business combination such as legal, due diligence and other closing related costs. Costs directly related to the development of properties are capitalized. Capitalized development costs include interest, internal wages, property taxes, insurance, and other project costs incurred during the period of development. After the determination is made to capitalize a cost, it is allocated to the specific component of a project that is benefited. Determination of when a development project commences and capitalization begins, and when a development project is substantially complete and held available for occupancy and capitalization must cease, involves a degree of judgment. Our capitalization policy on development properties is guided by guidance in ASC 835-20 “Capitalization of Interest” and ASC 970 “Real Estate—General.” The costs of land and buildings under development include specifically identifiable costs.

The capitalized costs include pre-construction costs necessary to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. We begin the capitalization of costs during the pre-construction period which we define as activities that are necessary to the development of the property. We consider a construction project as substantially completed and held available for occupancy upon the completion of tenant improvements, but no later than one year from cessation of major construction activity. We cease capitalization on the portion (1) substantially completed, (2) occupied or held available for occupancy, and we capitalize only those costs associated with the portion under construction or (3) if activities necessary for the development of the property have been suspended.

Investments in Unconsolidated Joint Ventures

Except for ownership interests in VIEs for which we are the primary beneficiary, we account for our investments in joint ventures under the equity method of accounting because we exercise significant influence over, but do not control, these entities. Our judgment with respect to our level of influence or control of an entity and whether we are the primary beneficiary of a VIE involves the consideration of various factors including the form of our ownership interest, our representation in the entity’s governance, the size of our investment (including loans), estimates of future cash flows, our ability to participate in policy making decisions and the rights of the other investors to participate in the decision making process and to replace us as manager and/or liquidate the venture, if applicable. Our assessment of our influence or control over an entity affects the presentation of these investments in our Consolidated Financial Statements.

These investments are recorded initially at cost, as Investments in Unconsolidated Joint Ventures, and subsequently adjusted for equity in earnings and cash contributions and distributions. Any difference between the carrying amount of these investments on our balance sheet and the underlying equity in net assets is amortized as

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an adjustment to equity in earnings of unconsolidated joint ventures over the life of the related asset. Under the equity method of accounting, our net equity is reflected within the Consolidated Balance Sheets, and our share of net income or loss from the joint ventures is included within the Consolidated Statements of Operations. The joint venture agreements may designate different percentage allocations among investors for profits and losses, however, our recognition of joint venture income or loss generally follows the joint venture’s distribution priorities, which may change upon the achievement of certain investment return thresholds. For ownership interests in VIEs, we consolidate those in which we are the primary beneficiary. Our investments in unconsolidated joint ventures are reviewed for impairment periodically and we record impairment charges when events or circumstances change indicating that a decline in the fair value below the carrying values have occurred and such decline is other-than-temporary. The ultimate realization of our investment in unconsolidated joint ventures is dependent on a number of factors, including the performance of each investment and market conditions. We will record an impairment charge if we determine that a decline in the value of an investment in an unconsolidated joint venture is other than temporary.

To the extent that we contribute assets to a joint venture, our investment in the joint venture is recorded at our cost basis in the assets that were contributed to the joint venture. To the extent that our cost basis is different than the basis reflected at the joint venture level, the basis difference is amortized over the life of the related asset and included in our share of equity in net income of the joint venture. We will recognize gains on the contribution of real estate to joint ventures, relating solely to the outside partner’s interest, to the extent the economic substance of the transaction is a sale.

The combined summarized financial information of the unconsolidated joint ventures is disclosed in Note 4 to the Consolidated Financial Statements.

Revenue Recognition

Contractual rental revenue is reported on a straight-line basis over the terms of our respective leases. We recognize rental revenue of acquired in-place “above-” and “below-market” leases at their fair values over the terms of the respective leases. Accrued rental income as reported on the Consolidated Balance Sheets represents rental income recognized in excess of rent payments actually received pursuant to the terms of the individual lease agreements.

For the three and nine months ended September 30, 2012, the impact of the net adjustments of rents from “above-” and “below-market” leases increased rental revenue by approximately $4.0 million and $10.8 million, respectively. For the three and nine months ended September 30, 2012, the impact of the straight-line rent adjustment increased rental revenue by approximately $20.3 million and $59.6 million, respectively. Those amounts exclude the adjustment of rents from “above-” and “below-market” leases and straight-line income from unconsolidated joint ventures, which are disclosed in Note 4 to the Consolidated Financial Statements.

Our leasing strategy is generally to secure creditworthy tenants that meet our underwriting guidelines. Furthermore, following the initiation of a lease, we continue to actively monitor the tenant’s creditworthiness to ensure that all tenant related assets are recorded at their realizable value. When assessing tenant credit quality, we:

• review relevant financial information, including:

• financial ratios;

• net worth;

• revenue;

• cash flows;

• leverage; and

• liquidity;

• evaluate the depth and experience of the tenant’s management team; and

• assess the strength/growth of the tenant’s industry.

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As a result of the underwriting process, tenants are then categorized into one of three categories:

(1) low risk tenants;

(2) the tenant’s credit is such that we require collateral, in which case we:

• require a security deposit; and/or

• reduce upfront tenant improvement investments; or

(3) the tenant’s credit is below our acceptable parameters.

We consistently monitor the credit quality of our tenant base. We provide an allowance for doubtful accounts arising from estimated losses that could result from the tenant’s inability to make required current rent payments and an allowance against accrued rental income for future potential losses that we deem to be unrecoverable over the term of the lease.

Tenant receivables are assigned a credit rating of 1 through 4. A rating of 1 represents the highest possible rating and no allowance is recorded. A rating of 4 represents the lowest credit rating, in which case we record a full reserve against the receivable balance. Among the factors considered in determining the credit rating include:

• payment history;

• credit status and change in status (credit ratings for public companies are used as a primary metric);

• change in tenant space needs (i.e., expansion/downsize);

• tenant financial performance;

• economic conditions in a specific geographic region; and

• industry specific credit considerations.

If our estimates of collectability differ from the cash received, the timing and amount of our reported revenue could be impacted. The average remaining term of our in-place tenant leases, including unconsolidated joint ventures, was approximately 7.1 years as of September 30, 2012. The credit risk is mitigated by the high quality of our existing tenant base, reviews of prospective tenants’ risk profiles prior to lease execution and consistent monitoring of our portfolio to identify potential problem tenants.

Recoveries from tenants, consisting of amounts due from tenants for common area maintenance, real estate taxes and other recoverable costs, are recognized as revenue in the period during which the expenses are incurred. Tenant reimbursements are recognized and presented in accordance with guidance in ASC 605-45 “Principal Agent Considerations” (“ASC 605-45”). ASC 605-45 requires that these reimbursements be recorded on a gross basis, as we are generally the primary obligor with respect to purchasing goods and services from third-party suppliers, have discretion in selecting the supplier and have credit risk. We also receive reimbursement of payroll and payroll related costs from third parties which we reflect on a net basis.

Our hotel revenues are derived from room rentals and other sources such as charges to guests for long-distance telephone service, fax machine use, movie and vending commissions, meeting and banquet room revenue and laundry services. Hotel revenues are recognized as earned.

We receive management and development fees from third parties. Management fees are recorded and earned based on a percentage of collected rents at the properties under management, and not on a straight-line basis, because such fees are contingent upon the collection of rents. We review each development agreement and record development fees as earned depending on the risk associated with each project. Profit on development fees earned from joint venture projects is recognized as revenue to the extent of the third-party partners’ ownership interest.

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Gains on sales of real estate are recognized pursuant to the provisions included in ASC 360-20 “Real Estate Sales” (“ASC 360-20”). The specific timing of the sale is measured against various criteria in ASC 360-20 related to the terms of the transaction and any continuing involvement in the form of management or financial assistance associated with the properties. If the criteria for the full accrual method are not met, we defer some or all of the gain recognition and account for the continued operations of the property by applying the finance, leasing, profit sharing, deposit, installment or cost recovery methods, as appropriate, until the sales criteria are met.

Depreciation and Amortization

We compute depreciation and amortization on our properties using the straight-line method based on estimated useful asset lives. We allocate the acquisition cost of real estate to land, building, tenant improvements, acquired “above-” and “below-market” leases, origination costs and acquired in-place leases based on an assessment of their fair value and depreciate or amortize these assets over their useful lives. The amortization of acquired “above-” and “below-market” leases and acquired in-place leases is recorded as an adjustment to revenue and depreciation and amortization, respectively, in the Consolidated Statements of Operations.

Fair Value of Financial Instruments

For purposes of disclosure, we calculate the fair value of our mortgage notes payable and unsecured senior notes. We determine the fair value of our unsecured senior notes and unsecured exchangeable senior notes using market prices. We determine the fair value of our mortgage notes payable using discounted cash flow analyses by discounting the spread between the future contractual interest payments and hypothetical future interest payments on mortgage debt based on current market rates for similar securities. In determining the current market rates, we add our estimates of market spreads to the quoted yields on federal government treasury securities with similar maturity dates to its debt. Because our valuations of our financial instruments are based on these types of estimates, the actual fair value of our financial instruments may differ materially if our estimates do not prove to be accurate.

Derivative Instruments and Hedging Activities

Derivative instruments and hedging activities require management to make judgments on the nature of its derivatives and their effectiveness as hedges. These judgments determine if the changes in fair value of the derivative instruments are reported in the Consolidated Statements of Operations as a component of net income or as a component of comprehensive income and as a component of equity on the Consolidated Balance Sheets. While management believes its judgments are reasonable, a change in a derivative’s effectiveness as a hedge could materially affect expenses, net income and equity.

Results of Operations

The following discussion is based on our Consolidated Statement of Operations for the three and nine months ended September 30, 2012 and 2011.

At September 30, 2012 and September 30, 2011, we owned or had interests in a portfolio of 152 and 153 properties, respectively (in each case, the “Total Property Portfolio”). As a result of changes within our Total Property Portfolio, the financial data presented below shows significant changes in revenue and expenses from period-to-period. Accordingly, we do not believe that our period-to-period financial data with respect to the Total Property Portfolio are necessarily meaningful. Therefore, the comparison of operating results for the three and nine months ended September 30, 2012 and 2011 show separately the changes attributable to the properties that were owned by us and in service throughout each period compared (the “Same Property Portfolio”) and the changes attributable to the properties included in the Placed In-Service, Acquired or Development or Redevelopment Portfolios.

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In our analysis of operating results, particularly to make comparisons of net operating income between periods meaningful, it is important to provide information for properties that were in-service and owned by us throughout each period presented. We refer to properties acquired or placed in-service prior to the beginning of the earliest period presented and owned by us and in service through the end of the latest period presented as our Same Property Portfolio. The Same Property Portfolio therefore excludes 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.

Net operating income, or “NOI,” is a non-GAAP financial measure equal to net income attributable to Boston Properties Limited Partnership, the most directly comparable GAAP financial measure, plus income attributable to noncontrolling interests, discontinued operations, depreciation and amortization, interest expense, losses from early extinguishments of debt, transaction costs, general and administrative expense, less gains (losses) from investments in securities, income from unconsolidated joint ventures, interest and other income and development and management services revenue. We use NOI internally as a performance measure and believe NOI provides useful information to investors regarding our financial condition and results of operations because it reflects only those income and expense items that are incurred at the property level. Therefore, we believe NOI is a useful measure for evaluating the operating performance of our real estate assets.

Our management also uses NOI to evaluate regional property level performance and to make decisions about resource allocations. Further, we believe NOI is useful to investors as a performance measure because, when compared across periods, NOI reflects 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 attributable to Boston Properties Limited Partnership. NOI excludes certain components from net income attributable to Boston Properties Limited Partnership in order to provide results that are more closely related to a property’s results of operations. 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. In addition, depreciation and amortization, because of historical cost accounting and useful life estimates, may distort operating performance at the property level. NOI presented by us may not be comparable to NOI reported by other REITs that define NOI differently. We believe that in order to facilitate a clear understanding of our operating results, NOI should be examined in conjunction with net income attributable to Boston Properties Limited Partnership as presented in our Consolidated Financial Statements. NOI should not be considered as an alternative to net income attributable to Boston Properties Limited Partnership as an indication of our performance or to cash flows as a measure of liquidity or ability to make distributions. For a reconciliation of NOI to net income attributable to Boston Properties Limited Partnership, see Note 13 to the Consolidated Financial Statements.

Comparison of the nine months ended September 30, 2012 to the nine months ended September 30, 2011.

The table below shows selected operating information for the Same Property Portfolio and the Total Property Portfolio. The Same Property Portfolio consists of 124 properties totaling approximately 31.6 million net rentable square feet of space, excluding unconsolidated joint ventures. The Same Property Portfolio includes properties acquired or placed in-service on or prior to January 1, 2011 and owned and in service through September 30, 2012. The Total Property Portfolio includes the effects of the other properties either placed in-service, acquired or in development or redevelopment after January 1, 2011 or disposed of on or prior to September 30, 2012. This table includes a reconciliation from the Same Property Portfolio to the Total Property Portfolio by also providing information for the nine months ended September 30, 2012 and 2011 with respect to the properties which were placed in-service, acquired or in development or redevelopment.

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	Same Property Portfolio										Properties Acquired Portfolio					Properties Placed In-Service Portfolio					Properties  in Development or Redevelopment Portfolio						Total Property Portfolio
(dollars in thousands)	2012		2011		Increase/ (Decrease)			% Change			2012		2011			2012		2011			2012			2011			2012			2011			Increase/ (Decrease)			% Change
Rental Revenue:
Rental Revenue	$	1,178,501	$	1,170,652	$	7,849			0.67	%	$	58,251	$	14,095		$	92,250	$	48,227		$	(34	)	$	7,881		$	1,328,968		$	1,240,855		$	88,113			7.10	%
Termination Income		5,210		2,543		2,667			104.88	%		321		—			—		2,591			2,571			5,267			8,102			10,401			(2,299	)		(22.10	)%
Total Rental Revenue		1,183,711		1,173,195		10,516			0.90	%		58,572		14,095			92,250		50,818			2,537			13,148			1,337,070			1,251,256			85,814			6.86	%
Real Estate Operating Expenses		421,652		405,012		16,640			4.11	%		27,213		8,752			38,359		20,127			14			2,409			487,238			436,300			50,938			11.67	%
Net Operating Income, excluding hotel		762,059		768,183		(6,124	)		(0.80	)%		31,359		5,343			53,891		30,691			2,523			10,739			849,832			814,956			34,876			4.28	%
Hotel Net Operating Income(1)		6,623		4,845		1,778			36.70	%		—		—			—		—			—			—			6,623			4,845			1,778			36.70	%
Consolidated Net Operating Income(1)		768,682		773,028		(4,346	)		(0.56	)%		31,359		5,343			53,891		30,691			2,523			10,739			856,455			819,801			36,654			4.47	%
Other Revenue:
Development and management services		—		—		—			—			—		—			—		—			—			—			25,734			24,699			1,035			4.19	%
Other Expenses:
General and administrative expense		—		—		—			—			—		—			—		—			—			—			66,442			60,281			6,161			10.22	%
Transaction costs		—		—		—			—			—		—			—		—			—			—			3,252			1,907			1,345			70.53	%
Depreciation and amortization		270,271		267,185		3,086			1.16	%		26,566		9,891			27,084		31,466			1,883			12,817			325,804			321,359			4,445			1.38	%
Total Other Expenses		270,271		267,185		3,086			1.16	%		26,566		9,891			27,084		31,466			1,883			12,817			395,498			383,547			11,951			3.12	%
Operating Income		498,411		505,843		(7,432	)		(1.47	)%		4,793		(4,548	)		26,807		(775	)		640			(2,078	)		486,691			460,953			25,738			5.58	%
Other Income:
Income from unconsolidated joint ventures																												42,129			28,184			13,945			49.48	%
Interest and other income																												8,029			4,179			3,850			92.13	%
Gains (losses) from investments in securities																												1,202			(481	)		1,683			349.90	%
Other Expenses:
Losses from early extinguishments of debt																												4,453			—			4,453			100.00	%
Interest expense																												308,168			288,225			19,943			6.92	%
Income from continuing operations																												225,430			204,610			20,820			10.18	%
Discontinued operations:
Income (loss) from discontinued operations																												884			(60	)		944			1,573.33	%
Gain on sale of real estate from discontinued operations																												38,445			—			38,445			100.00	%
Gain on forgiveness of debt from discontinued operations																												18,361			—			18,361			100.00	%
Net income																												283,120			204,550			78,570			38.41	%
Net income attributable to noncontrolling interests:
Noncontrolling interests in property partnerships																												(1,461	)		(1,118	)		(343	)		(30.68	)%
Noncontrolling interest—redeemable preferred units																												(2,440	)		(2,497	)		57			2.28	%
Net Income attributable to Boston Properties Limited Partnership																											$	279,219		$	200,935		$	78,284			38.96	%

(1) For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 43. Hotel Net Operating Income for the nine months ended September 30, 2012 and 2011 are comprised of Hotel Revenue of $26,224 and $22,897 less Hotel Expenses of $19,601 and $18,052, respectively, per the Consolidated Statements of Operations.

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Same Property Portfolio

Rental Revenue

Rental revenue from the Same Property Portfolio increased approximately $7.8 million for the nine months ended September 30, 2012 compared to 2011. The increase was primarily the result of an increase of approximately $3.4 million in rental revenue from our leases, an increase in parking and other revenue of approximately $2.7 million, which was mainly due to an increase in transient parking, and an increase in other recoveries of approximately $1.7 million. The increase in rental revenue from our leases of approximately $3.4 million was the result of our average revenue increasing by approximately $0.40 per square foot, contributing approximately $8.6 million, offset by an approximately $5.2 million decrease due to a decline in average occupancy from 92.6% to 92.1%.

During 2013 we expect recent leasing gains in Cambridge Center, Atlantic Wharf and Embarcadero Center to result in modest improvement in our occupancy averaging between 92% and 93% and an increase in Same Property Portfolio net operating income of approximately 1.5% to 2.5% compared to 2012.

Termination Income

Termination income increased by approximately $2.7 million for the nine months ended September 30, 2012 compared to 2011.

Termination income for the nine months ended September 30, 2012 related to sixteen tenants across the Same Property Portfolio and totaled approximately $5.2 million of which approximately $3.6 million was from the settlement of a bankruptcy claim against a former tenant that rejected our lease in 2009.

Termination income for the nine months ended September 30, 2011 related to ten tenants across the Same Property Portfolio and totaled approximately $2.5 million, which included approximately $1.8 million of termination income related to a default by a 30,000 square foot law firm tenant in one of our New York City buildings.

Real Estate Operating Expenses

Operating expenses from the Same Property Portfolio increased approximately $16.6 million for the nine months ended September 30, 2012 compared to 2011. This increase was primarily due to (1) an increase of approximately $10.0 million, or 5.6% in real estate taxes, which was primarily in our Boston, New York and Washington, DC regions, (2) an approximately $3.2 million cumulative non-cash straight-line adjustment for ground rent expense (refer to Note 2 to the Consolidated Financial Statements) and (3) an approximately $3.4 million, or 1.5%, increase in other property operating expenses.

Depreciation and Amortization Expense

Depreciation and amortization expense for the Same Property Portfolio increased approximately $3.1 million, or 1.2%, for the nine months ended September 30, 2012 compared to 2011.

Properties Acquired Portfolio

On February 1, 2011, we completed the acquisition of Bay Colony Corporate Center in Waltham, Massachusetts for an aggregate purchase price of approximately $185.0 million. Bay Colony Corporate Center is an approximately 985,000 net rentable square foot, four-building Class A office park situated on a 58-acre site in Waltham, Massachusetts.

On November 22, 2011, we acquired 2440 West El Camino Real located in Mountain View, California for a purchase price of approximately $71.1 million. 2440 West El Camino Real is an approximately 140,000 net rentable square foot Class A office property.

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On March 1, 2012, we acquired 453 Ravendale Drive located in Mountain View, California for a purchase price of approximately $6.7 million in cash. 453 Ravendale Drive is an approximately 30,000 net rentable square foot Office/Technical property.

On March 13, 2012, we acquired 100 Federal Street in Boston, Massachusetts for an aggregate investment of approximately $615.0 million in cash. In connection with the transaction, we entered into a long-term lease with an affiliate of Bank of America for approximately 735,000 square feet. 100 Federal Street is an approximately 1,264,000 net rentable square foot, 37-story Class A office tower.

Rental Revenue

Rental revenue from our Properties Acquired Portfolio increased approximately $44.5 million for the nine months ended September 30, 2012 compared to 2011, as detailed below:

Property	Date Acquired	Rental Revenue for the nine months ended September 30,
		2012		2011		Change
		(in thousands)
Bay Colony Corporate Center	February 1, 2011	$	15,676	$	14,095	$	1,581
2440 West El Camino Real	November 22, 2011		6,128		—		6,128
453 Ravendale Drive	March 1, 2012		344		—		344
100 Federal Street	March 13, 2012		36,424		—		36,424
Total		$	58,572	$	14,095	$	44,477

Termination Income

Included in rental revenue above is approximately $0.3 million of termination income for the nine months ended September 30, 2012 related to one tenant.

Real Estate Operating Expenses

Real estate operating expenses from our Properties Acquired Portfolio increased approximately $18.5 million for the nine months ended September 30, 2012 compared to 2011, as detailed below:

Property	Date Acquired	Real Estate Operating Expenses for the nine months ended September 30,
		2012		2011		Change
		(in thousands)
Bay Colony Corporate Center	February 1, 2011	$	9,647	$	8,752	$	895
2440 West El Camino Real	November 22, 2011		1,864		—		1,864
453 Ravendale Drive	March 1, 2012		114		—		114
100 Federal Street	March 13, 2012		15,588		—		15,588
Total		$	27,213	$	8,752	$	18,461

Depreciation and Amortization Expense

Depreciation and amortization expense for our Properties Acquired Portfolio increased by approximately $16.7 million for the nine months ended September 30, 2012 compared to 2011 as a result of the acquisition of properties after September 30, 2011, as well as the additional depreciation expense incurred for the nine months ended September 30, 2012 associated with Bay Colony Corporate Center that was acquired on February 1, 2011 and, as a result, was not recognizing depreciation expense for the full nine months ended September 30, 2011.

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Properties Placed In-Service Portfolio

At September 30, 2012, we had six additional properties totaling approximately 2,290,000 square feet that were placed in-service or partially placed in-service between January 1, 2011 and September 30, 2012.

Rental Revenue

Rental revenue from our Properties Placed In-Service Portfolio increased approximately $41.4 million for the nine months ended September 30, 2012 compared to 2011, as detailed below:

Property	Quarter Initially Placed In-Service	Quarter Fully Placed In-Service	Rental Revenue for the nine months ended September 30,
			2012		2011		Change
			(in thousands)
2200 Pennsylvania Avenue	First Quarter, 2011	Third Quarter, 2011	$	22,943	$	10,620	$	12,323
Residences on The Avenue	Second Quarter, 2011	Third Quarter, 2011		12,122		2,745		9,377
The Lofts at Atlantic Wharf	Third Quarter, 2011	Third Quarter, 2011		2,891		284		2,607
Atlantic Wharf—Office	First Quarter, 2011	Fourth Quarter, 2011		36,614		25,389		11,225
510 Madison Avenue	Second Quarter, 2011	Second Quarter, 2012		14,194		3,666		10,528
One Patriots Park (formerly known as 12310 Sunrise Valley Drive)	Second Quarter, 2012	Second Quarter, 2012		3,486		8,114		(4,628	)
Total			$	92,250	$	50,818	$	41,432

Termination Income

Included in rental revenue above is approximately $2.6 million of termination income for the nine months ended September 30, 2011 related to lease amendments we signed on July 1, 2011 with the existing tenant at our three-building complex on Sunrise Valley Drive in Reston, Virginia. Under the agreements, the existing tenant terminated early its leases for approximately 523,000 square feet at the complex and was responsible for certain payments to us aggregating approximately $14.8 million. During the nine months ended September 30, 2011, we recognized approximately $7.9 million of termination income related to these agreements, of which approximately $5.3 million is included within the Development or Redevelopment Portfolio. One of the three buildings, One Patriots Park (formerly known as 12310 Sunrise Valley Drive) has been redeveloped and placed back in-service and is being occupied by a new tenant.

Real Estate Operating Expenses

Real estate operating expenses from our Properties Placed In-Service Portfolio increased approximately $18.2 million for the nine months ended September 30, 2012 compared to 2011, as detailed below:

Property	Quarter Initially Placed In-Service	Quarter Fully Placed In-Service	Real Estate Operating Expenses for the nine months ended September 30,
			2012		2011		Change
			(in thousands)
2200 Pennsylvania Avenue	First Quarter, 2011	Third Quarter, 2011	$	13,681	$	6,657	$	7,024
Residences on The Avenue	Second Quarter, 2011	Third Quarter, 2011		6,896		2,871		4,025
The Lofts at Atlantic Wharf	Third Quarter, 2011	Third Quarter, 2011		1,247		270		977
Atlantic Wharf—Office	First Quarter, 2011	Fourth Quarter, 2011		11,392		7,416		3,976
510 Madison Avenue	Second Quarter, 2011	Second Quarter, 2012		4,287		1,910		2,377
One Patriots Park (formerly known as 12310 Sunrise Valley Drive)	Second Quarter, 2012	Second Quarter, 2012		856		1,003		(147	)
Total			$	38,359	$	20,127	$	18,232

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Real estate operating expenses for 2200 Pennsylvania Avenue and the Residences on The Avenue include ground rent expense, which includes the non-cash straight-lining of the ground rent expense of approximately $8.3 million and $3.9 million, respectively, for the nine months ended September 30, 2012 and $3.9 million and $1.5 million, respectively, for the nine months ended September 30, 2011.

Depreciation and Amortization Expense

Depreciation and amortization expense for our Properties Placed In-Service Portfolio decreased by approximately $4.4 million for the nine months ended September 30, 2012 compared to 2011. Approximately $18.2 million of the decrease in depreciation expense for One Patriots Park was the result of the acceleration of depreciation expense during the nine months ended September 30, 2011 in conjunction with the building being taken out of service for redevelopment. This decrease was partially offset by an increase of approximately $13.8 million in depreciation expense at the other buildings that were placed in-service.

Properties in Development or Redevelopment Portfolio

At September 30, 2012 and 2011, the Properties in Development or Redevelopment Portfolio consisted primarily of our 250 West 55th Street development project located in New York City and our Two Patriots Park (formerly known as 12300 Sunrise Valley Drive) property located in Reston, Virginia.

On February 6, 2009, we announced that we were suspending construction on our 989,000 square foot office project at 250 West 55^th Street in New York City. During December 2009, we completed the construction of foundations and steel/deck to grade to facilitate a restart of construction in the future and as a result ceased interest capitalization on the project. During the nine months ended September 30, 2011, we recognized approximately $0.8 million of additional costs associated with the suspension and ongoing maintenance of the development project. On May 24, 2011, we signed a lease with the law firm of Morrison & Foerster LLP for approximately 184,000 square feet at 250 West 55^th Street and construction of the project has resumed. As a result of our decision to resume development, in May 2011 we began interest capitalization and are no longer expensing costs associated with this project.

On July 1, 2011, we entered into lease amendments with the existing tenant at our three-building complex on Sunrise Valley Drive in Reston, Virginia, which will be redeveloped as the headquarters for the Defense Intelligence Agency. Under the agreements, the existing tenant terminated early its leases for approximately 523,000 square feet at the complex and was responsible for certain payments to us aggregating approximately $14.8 million. We recognized approximately $12.2 million of such termination income during 2011 with approximately $7.9 million being recognized during the nine months ended September 30, 2011, of which approximately $2.6 million is included within the Placed In-Service Portfolio. We recognized the remaining approximately $2.6 million during the nine months ended September 30, 2012. On January 3, 2012, we commenced the redevelopment of our Two Patriots Park property at the complex, which is expected to be completed during the second quarter of 2013. During the nine months ended September 30, 2011, this building had revenue, excluding the $5.3 million of termination income, of approximately $7.9 million and operating expenses of approximately $1.4 million. During the nine months ended September 30, 2012, excluding termination income, this building had de minimis revenue and operating expenses. In addition, the decrease in depreciation of approximately $10.9 million is the result of the acceleration of depreciation expense during the nine months ended September 30, 2011 in conjunction with the redevelopment of this building.

Other Operating Income and Expense Items

Hotel Net Operating Income

Net operating income for the Cambridge Center Marriott hotel property increased by approximately $1.8 million for the nine months ended September 30, 2012 compared to 2011. We expect our hotel net operating income for fiscal 2013 to be between $10 million and $11 million.

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The following reflects our occupancy and rate information for the Cambridge Center Marriott hotel for the nine months ended September 30, 2012 and 2011.

	2012			2011			Percentage Change
Occupancy		81.7	%		79.8	%		2.4	%
Average daily rate	$	221.31		$	203.54			8.7	%
Revenue per available room, REVPAR	$	180.78		$	162.36			11.3	%

Development and Management Services

Development and management services income increased approximately $1.0 million for the nine months ended September 30, 2012 compared to 2011. The increase was primarily due to an increase in development fee income of approximately $2.8 million partially offset by a decrease in management fee income of approximately $1.8 million. The increase in development fees is primarily due to an increase in fees associated with tenant improvement project management. The decrease in management fees is due to a decrease in leasing fees earned from our joint venture properties. We expect fee income for fiscal 2013 to be between $24 million and $30 million.

General and Administrative

General and administrative expenses increased approximately $6.2 million for the nine months ended September 30, 2012 compared to 2011. We recognized approximately $4.5 million of expense during the first quarter of 2012 in connection with the resignation or E. Mitchell Norville, Boston Properties, Inc.’s Chief Operating Officer, on February 29, 2012. This increase was partially offset by the acceleration of the remaining unrecognized compensation expense totaling approximately $4.3 million associated with the termination of the 2008 OPP Awards during the first quarter of 2011, which did not recur in 2012. The remaining increase was primarily due to (1) an approximately $2.5 million increase related to the issuance of the 2012 OPP Awards and non-qualified stock options, (2) an approximately $1.4 million increase in the value of our deferred compensation plan, (3) an approximately $0.6 million increase in taxes, (4) an approximately $0.5 million increase in professional fees and (5) an approximately $1.0 million increase in other general and administrative expenses, which includes compensation expense. Refer to Note 12 of the Consolidated Financial Statements for additional information regarding Mr. Norville’s resignation and the issuance of the 2012 OPP Awards and non-qualified stock options. We expect general and administrative expense for fiscal 2013 to be between $83 million and $86 million.

Wages directly related to the development of rental properties are not included in our operating results. These costs are capitalized and included in real estate assets on our Consolidated Balance Sheets and amortized over the useful lives of the real estate. Capitalized wages for the nine months ended September 30, 2012 and 2011 were approximately $8.8 million and $8.2 million, respectively. These costs are not included in the general and administrative expenses discussed above.

Transaction Costs

During the nine months ended September 30, 2012 we incurred approximately $3.3 million of transaction costs of which approximately $0.6 million related to the acquisition of 680 Folsom Street in San Francisco, California, approximately $0.5 million related to the acquisition of Fountain Square in Reston, Virginia, approximately $0.6 million related to the acquisition of 100 Federal Street in Boston, Massachusetts and $1.6 million related to the pursuit of other transactions. During the nine months ended September 30, 2011, we incurred approximately $1.9 million of transaction pursuit costs.

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Other Income and Expense Items

Income from Unconsolidated Joint Ventures

For the nine months ended September 30, 2012 compared to 2011, income from unconsolidated joint ventures increased by approximately $13.9 million. On May 14, 2012, an unconsolidated joint venture in which we have a 60% interest entered into a lease termination agreement with an existing tenant at the General Motors Building in New York City. Under the agreement, the tenant terminated early its lease for approximately 36,000 square feet at the building and is responsible for certain payments to the unconsolidated joint venture aggregating approximately $28.4 million through May 1, 2014 (of which our share is approximately $17.0 million). As a result of the termination, we recognized termination income totaling approximately $11.8 million (which is net of the write-off of the accrued straight-line rent balance) during the nine months ended September 30, 2012. In addition, excluding the above termination, our unconsolidated joint ventures contributed approximately $2.1 million of the increase. Refer to Note 4 of the Consolidated Financial Statements for additional details regarding the operating results of our unconsolidated joint ventures. For fiscal 2013 we expect a decrease in income from unconsolidated joint ventures of $20 million to $30 million (our share) compared to fiscal 2012 due to $15 million of termination income and rental income from a retail tenant at the General Motors Building in New York City where we expect no income during 2013 and $5 million to $15 million (our share) decline in revenues from 540 Madison Avenue and 125 West 55^th Street due to lease expirations. These decreases are offset by the completion of 500 North Capitol Street in Washington, DC.

Interest and Other Income

Interest and other income increased approximately $3.9 million for the nine months ended September 30, 2012 compared to 2011. Interest income for the nine months ended September 30, 2012 compared to 2011 increased approximately $0.7 million due to an increase in the average cash balance partially offset by overall lower interest rates. The average daily cash balances for the nine months ended September 30, 2012 and September 30, 2011 were approximately $1.2 billion and $0.9 billion, respectively.

Other income for the nine months ended September 30, 2012 compared to 2011 increased by approximately $3.2 million of which approximately $2.9 million related to the sale of historic tax credits and $1.1 million was related to an insurance claim that we received during 2012. On October 20, 2010, we closed a transaction with a financial institution (the “HTC Investor”) related to the historic rehabilitation of the residential component of our Atlantic Wharf development in Boston, Massachusetts (the “residential project”). The HTC Investor has contributed an aggregate of approximately $15 million to the project. As part of its contribution, the HTC Investor will receive substantially all of the benefits derived from the tax credits. Beginning in July 2012 to July 2016, we recognized and will recognize the cash received as revenue over the five year tax credit recapture period as defined in the Internal Revenue Code. During the nine months ended September 30, 2012, we recognized approximately $2.9 million of the $15 million that the HTC Investor had contributed to us.

On June 6, 2006, we sold 280 Park Avenue in New York City. In connection with the sale, in lieu of a closing adjustment in favor of the buyer for certain unfunded tenant improvements, we retained the obligation to pay for the improvements, subject to the tenant initiating the request for reimbursement. The total amount of unfunded tenant improvements at closing was approximately $1.0 million and has yet to be requested by the tenants. During the nine months ended September 30, 2011, a tenant’s lease expired for which we had unfunded tenant improvement liabilities of approximately $0.8 million, resulting in the recognition of other income in that amount.

Gains (Losses) from Investments in Securities

Gains (losses) from investments in securities for the nine months ended September 30, 2012 and 2011 related to investments that we have made to reduce our market risk relating to a deferred compensation plan that we maintain for Boston Properties, Inc.’s officers. Under this deferred compensation plan, each officer who is eligible to participate is permitted to defer a portion of the officer’s current income on a pre-tax basis and receive

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a tax-deferred return on these deferrals based on the performance of specific investments selected by the officer. In order to reduce our market risk relating to this plan, we typically acquire, in a separate account that is not restricted as to its use, similar or identical investments as those selected by each officer. This enables us to generally match our liabilities to our officers under the deferred compensation plan with equivalent assets and thereby limit our market risk. The performance of these investments is recorded as gains (losses) from investments in securities. During the nine months ended September 30, 2012 and 2011, we recognized gains (losses) of approximately $1.2 million and $(0.5) million, respectively, on these investments. By comparison, our general and administrative expense increased (decreased) by approximately $1.1 million and $(0.3) million during the nine months ended September 30, 2012 and 2011, respectively, as a result of increases (decreases) in our liability under our deferred compensation plan that were associated with the performance of the specific investments selected by our officers participating in the plan.

Losses from Early Extinguishments of Debt

On September 4, 2012, we used available cash to repay the mortgage loan collateralized by our Sumner Square property located in Washington, DC totaling approximately $23.2 million. The mortgage financing bore interest at a fixed rate of 7.35% per annum and was scheduled to mature on September 1, 2013. We recognized a loss on early extinguishment of debt totaling approximately $0.3 million, which included a prepayment penalty totaling approximately $0.2 million associated with the early repayment.

On August 24, 2012, we used available cash to redeem the remaining $225.0 million in aggregate principal amount of our 6.25% senior notes due 2013. The redemption price was determined in accordance with the applicable indenture and totaled approximately $231.6 million. The redemption price included approximately $1.5 million of accrued and unpaid interest to, but not including, the redemption date. Excluding such accrued and unpaid interest, the redemption price was approximately 102.25% of the principal amount being redeemed. We recognized a loss on early extinguishment of debt totaling approximately $5.2 million, which amount included the payment of the redemption premium totaling approximately $5.1 million.

On April 2, 2012, we used available cash to repay the mortgage loan collateralized by our One Freedom Square property located in Reston, Virginia totaling $65.1 million. The mortgage financing bore interest at a fixed rate of 7.75% per annum and was scheduled to mature on June 30, 2012. There was no prepayment penalty. We recognized a gain on early extinguishment of debt totaling approximately $0.3 million related to the acceleration of the remaining balance of the historical fair value debt adjustment, which was the result of purchase accounting.

On March 12, 2012, we used available cash to repay the mortgage loan collateralized by our Bay Colony Corporate Center property located in Waltham, Massachusetts totaling $143.9 million. The mortgage financing bore interest at a fixed rate of 6.53% per annum and was scheduled to mature on June 11, 2012. There was no prepayment penalty. We recognized a gain on early extinguishment of debt totaling approximately $0.9 million related to the acceleration of the remaining balance of the historical fair value debt adjustment, which was the result of purchase accounting.

In connection with the repurchase and redemption in February 2012 of our 2.875% Exchangeable Senior Notes due 2037, we recognized a loss on early extinguishment of debt of approximately $0.1 million related to the expensing of transaction related costs.

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Interest Expense

Interest expense for the Total Property Portfolio increased approximately $19.9 million for the nine months ended September 30, 2012 compared to 2011 as detailed below:

Component	Change in interest expense for the nine months ended September 30, 2012 compared to September 30, 2011
	(in thousands)
Increases to interest expense due to:
Issuance of $850 million in aggregate principal of 3.700% senior notes due 2018 on November 10, 2011	$	23,777
New mortgage/properties placed in-service financings		22,002
Issuance of $1.0 billion in aggregate principal of 3.850% senior notes due 2023 on June 11, 2012		11,834
Decrease in capitalized interest due to properties being placed in-service		4,791
Other interest expense (excluding senior notes) partially offset by principal amortization of continuing debt		547
Total increases to interest expense	$	62,951
Decreases to interest expense due to:
Repayment of mortgage financings	$	(19,210	)
Repurchases/redemption of $576.2 million in aggregate principal of 2.875% exchangeable senior notes due 2037		(12,982	)
Interest expense associated with the adjustment for the equity component allocation of our unsecured exchangeable debt		(6,962	)
Redemption of $225.0 million in aggregate principal of 6.25% unsecured senior notes due 2013		(2,598	)
Interest on our Unsecured Line of Credit		(1,256	)
Total decreases to interest expense	$	(43,008	)
Total change in interest expense	$	19,943

The following properties are included in the new mortgages/properties placed in-service financings line item: 601 Lexington Avenue and 680 Folsom Street. The following properties are included in the repayment of mortgage financings line item: 601 Lexington Avenue, Reservoir Place, Atlantic Wharf, 510 Madison Avenue, Bay Colony Corporate Center, One Freedom Square and Sumner Square. As properties are placed in-service, we cease capitalizing interest and interest is then expensed.

Interest expense directly related to the development of rental properties is not included in our operating results. These costs are capitalized and included in real estate assets on our Consolidated Balance Sheets and amortized over the useful lives of the real estate. Interest capitalized for the nine months ended September 30, 2012 and 2011 was approximately $31.4 million and $36.2 million, respectively. These costs are not included in the interest expense referenced above.

We anticipate net interest expense for 2013 will be $385 million to $395 million. This estimate assumes $55 million to $65 million of capitalized interest. We project that debts maturing in 2013 will be refinanced for their maturing principal amount at current long term interest rates. This estimate assumes that we will not incur any additional indebtedness, make additional prepayments or repurchase of existing indebtedness, and that there will not be any fluctuations in interest rates or any changes in our development activity.

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At September 30, 2012, our variable rate debt consisted of our $750.0 million Unsecured Line of Credit and our construction loan at 680 Folsom Street. For a summary of our consolidated debt as of September 30, 2012 and September 30, 2011 refer to the heading “Liquidity and Capital Resources—Capitalization—Debt Financing” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Discontinued Operations

On May 17, 2012, we completed the sale of our Bedford Business Park properties located in Bedford, Massachusetts for approximately $62.8 million in cash. Net cash proceeds totaled approximately $62.0 million, resulting in a gain on sale of approximately $38.4 million. Bedford Business Park is comprised of two Office/Technical buildings and one Class A office building aggregating approximately 470,000 net rentable square feet. The operating results of the property through the date of sale have been classified as discontinued operations on a historical basis for all periods presented. Refer to Note 3 of the Consolidated Financial Statements for additional details regarding the sale and operating results.

On January 31, 2012, the servicer of the non-recourse mortgage loan collateralized by our Montvale Center property located in Gaithersburg, Maryland foreclosed on the property. During 2011, we had notified the master servicer of the non-recourse mortgage loan that the cash flows generated from the property were insufficient to fund debt service payments and capital improvements necessary to lease and operate the property and that we were not prepared to fund any cash shortfalls. We were not current on making debt service payments and were accruing interest at the default interest rate of 9.93% per annum. The loan was originally scheduled to mature on June 6, 2012. As a result of the foreclosure, the mortgage loan totaling $25.0 million was extinguished and the related obligations were satisfied with the transfer of the real estate and working capital to the servicer. We no longer have any equitable or economic interest ownership in the property. The transaction resulted in a gain on forgiveness of debt of approximately $18.4 million. The operating results of the property through the date of foreclosure have been classified as discontinued operations on a historical basis for all periods presented. Refer to Note 3 of the Consolidated Financial Statements for additional details regarding the foreclosure and operating results of the property.

Noncontrolling interests in property partnerships

Noncontrolling interests in property partnerships consisted of the outside owner’s equity interest in the income from our 505 9^th Street property.

Comparison of the three months ended September 30, 2012 to the three months ended September 30, 2011.

The table below shows selected operating information for the Same Property Portfolio and the Total Property Portfolio. The Same Property Portfolio consists of 129 properties totaling approximately 32.7 million net rentable square feet of space, excluding unconsolidated joint ventures. The Same Property Portfolio includes properties acquired or placed in-service on or prior to July 1, 2011 and owned and in service through September 30, 2012. The Total Property Portfolio includes the effects of the other properties either placed in-service, acquired or in development or redevelopment after July 1, 2011 or disposed of on or prior to September 30, 2012. This table includes a reconciliation from the Same Property Portfolio to the Total Property Portfolio by also providing information for the three months ended September 30, 2012 and 2011 with respect to the properties which were placed in-service, acquired or in development or redevelopment.

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	Same Property Portfolio										Properties Acquired Portfolio				Properties Placed In-Service Portfolio				Properties  in Development or Redevelopment Portfolio				Total Property Portfolio
(dollars in thousands)	2012		2011		Increase/ (Decrease)			% Change			2012		2011		2012		2011		2012		2011		2012			2011			Increase/ (Decrease)			% Change
Rental Revenue:
Rental Revenue	$	400,781	$	400,638	$	143			0.04	%	$	19,037	$	—	$	32,744	$	22,099	$	—	$	2,555	$	452,562		$	425,292		$	27,270			6.41	%
Termination Income		812		330		482			146.06	%		147		—		—		2,591		—		5,267		959			8,188			(7,229	)		(88.29	)%
Total Rental Revenue		401,593		400,968		625			0.16	%		19,184		—		32,744		24,690		—		7,822		453,521			433,480			20,041			4.62	%
Real Estate Operating Expenses		147,335		142,475		4,860			3.41	%		8,233		—		13,371		10,853		—		448		168,939			153,776			15,163			9.86	%
Net Operating Income, excluding hotel		254,258		258,493		(4,235	)		(1.64	)%		10,951		—		19,373		13,837		—		7,374		284,582			279,704			4,878			1.74	%
Hotel Net Operating Income(1)		2,473		2,013		460			22.85	%		—		—		—		—		—		—		2,473			2,013			460			22.85	%
Consolidated Net Operating Income(1)		256,731		260,506		(3,775	)		(1.45	)%		10,951		—		19,373		13,837		—		7,374		287,055			281,717			5,338			1.89	%
Other Revenue:
Development and management services		—		—		—			—			—		—		—		—		—		—		8,024			8,178			(154	)		(1.88	)%
Other Expenses:
General and administrative expense		—		—		—			—			—		—		—		—		—		—		19,757			16,917			2,840			16.79	%
Transaction costs		—		—		—			—			—		—		—		—		—		—		1,140			474			666			140.51	%
Depreciation and amortization		92,420		93,203		(783	)		(0.84	)%		7,437		—		9,459		7,912		—		5,503		109,316			106,618			2,698			2.53	%
Total Other Expenses		92,420		93,203		(783	)		(0.84	)%		7,437		—		9,459		7,912		—		5,503		130,213			124,009			6,204			5.00	%
Operating Income		164,311		167,303		(2,992	)		(1.79	)%		3,514		—		9,914		5,925		—		1,871		164,866			165,886			(1,020	)		(0.61	)%
Other Income:
Income from unconsolidated joint ventures																								9,217			11,326			(2,109	)		(18.62	)%
Interest and other income																								4,001			1,252			2,749			219.57	%
Gains (losses) from investments in securities																								587			(860	)		1,447			168.26	%
Other Expenses:
Losses from early extinguishments of debt																								5,494			—			5,494			100.00	%
Interest expense																								105,030			95,117			9,913			10.42	%
Income from continuing operations																								68,147			82,487			(14,340	)		(17.38	)%
Discontinued operations:
Income from discontinued operations																								—			20			(20	)		(100.00	)%
Net income																							$	68,147		$	82,507		$	(14,360	)		(17.40	)%
Net income attributable to noncontrolling interests:
Noncontrolling interests in property partnerships																								(458	)		(86	)		(372	)		(432.56	)%
Noncontrolling interest—redeemable preferred units																								(874	)		(832	)		(42	)		(5.05	)%
Net Income attributable to Boston Properties Limited Partnership																							$	66,815		$	81,589		$	(14,774	)		(18.11	)%

(1) For a detailed discussion of NOI, including the reasons management believes NOI is useful to investors, see page 43. Hotel Net Operating Income for the three months ended September 30, 2012 and 2011 are comprised of Hotel Revenue of $9,359 and $8,045 less Hotel Expenses of $6,886 and $6,032, respectively, per the Consolidated Statements of Operations.

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Same Property Portfolio

Rental Revenue

Rental revenue from the Same Property Portfolio, which includes our one Same Property residential property, increased approximately $0.1 million for the three months ended September 30, 2012 compared to 2011. The increase was primarily the result of an increase of approximately $0.6 million in revenue from our leases and an increase in parking and other revenue of approximately $0.9 million, which was mainly due to an increase in transient parking, partially offset by a decrease in other recoveries of approximately $1.4 million. Excluding our residential property, rental revenue from our leases decreased approximately $0.1 million as the result of our average revenue increasing by approximately $0.04 per square foot, contributing approximately $0.3 million, offset by an approximately $0.4 million decrease due to a decline in average occupancy from 91.5% to 91.3%.

Termination Income

Termination income increased by approximately $0.5 million for the three months ended September 30, 2012 compared to 2011.

Termination income for the three months ended September 30, 2012 related to nine tenants across the Same Property Portfolio and totaled approximately $0.8 million, of which approximately $0.4 million was related to a restoration obligation for a tenant whose lease had expired.

Termination income for the three months ended September 30, 2011 related to five tenants across the Same Property Portfolio and totaled approximately $0.3 million.

Real Estate Operating Expenses

Operating expenses from the Same Property Portfolio, which includes our one Same Property residential property, increased approximately $4.9 million for the three months ended September 30, 2012 compared to 2011 due primarily to (1) an increase of approximately $4.0 million, or 6.4%, in real estate taxes, which was primarily in our Boston, New York and Washington, DC regions and (2) an increase of approximately $2.2 million, or 4.1% in other operating expenses, partially offset by an approximately $1.3 million decrease in utilities expense.

Residential Net Operating Income

Net operating income for the The Lofts at Atlantic Wharf increased by approximately $0.5 million for the three months ended September 30, 2012 compared to 2011.

The following reflects our occupancy and rate information for The Lofts at Atlantic Wharf for the three months ended September 30, 2012 and 2011.

	2012			2011			Percentage Change
Physical Occupancy		95.4	%		55.8	%		71.0	%
Economic Occupancy		94.7	%		41.2	%		129.9	%
Average Rental Rate	$	3,654		$	3,439			6.3	%
Average Rental Rate Per Occupied Square Foot	$	4.13		$	4.31			(4.2	)%

Depreciation and Amortization Expense

Depreciation and amortization expense for the Same Property Portfolio decreased approximately $0.8 million for the three months ended September 30, 2012 compared to 2011 due primarily to two large tenant lease expirations during 2011 and earlier in 2012 in our Washington, DC and Boston regions, which did not recur during the three months ended September 30, 2012.

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Properties Acquired Portfolio

On November 22, 2011, we acquired 2440 West El Camino Real located in Mountain View, California for a purchase price of approximately $71.1 million. 2440 West El Camino Real is an approximately 140,000 net rentable square foot Class A office property.

On March 1, 2012, we acquired 453 Ravendale Drive located in Mountain View, California for a purchase price of approximately $6.7 million in cash. 453 Ravendale Drive is an approximately 30,000 net rentable square foot Office/Technical property.

On March 13, 2012, we acquired 100 Federal Street in Boston, Massachusetts for an aggregate investment of approximately $615.0 million in cash. In connection with the transaction, we entered into a long-term lease with an affiliate of Bank of America for approximately 735,000 square feet. 100 Federal Street is an approximately 1,264,000 net rentable square foot, 37-story Class A office tower.

Rental Revenue

Rental revenue from our Properties Acquired Portfolio increased approximately $19.2 million for the three months ended September 30, 2012 compared to 2011, as detailed below:

Property	Date Acquired	Rental Revenue for the three months ended September 30,
		2012		2011		Change
		(in thousands)
2440 West El Camino Real	November 22, 2011	$	2,159	$	—	$	2,159
453 Ravendale Drive	March 1, 2012		148		—		148
100 Federal Street	March 13, 2012		16,877		—		16,877
Total		$	19,184	$	—	$	19,184

Termination Income

Included in rental revenue above is approximately $0.1 million of termination income for the three months ended September 30, 2012 related to one tenant.

Real Estate Operating Expenses

Real estate operating expenses from our Properties Acquired Portfolio increased approximately $8.2 million for the three months ended September 30, 2012 compared to 2011, as detailed below:

Property	Date Acquired	Real Estate Operating Expenses for the three months ended September 30,
		2012		2011		Change
		(in thousands)
2440 West El Camino Real	November 22, 2011	$	675	$	—	$	675
453 Ravendale Drive	March 1, 2012		52		—		52
100 Federal Street	March 13, 2012		7,506		—		7,506
Total		$	8,233	$	—	$	8,233

Depreciation and Amortization Expense

Depreciation and amortization expense for our Properties Acquired Portfolio increased by approximately $7.4 million for the three months ended September 30, 2012 compared to 2011 as a result of the acquisition of properties after September 30, 2011.

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Properties Placed In-Service Portfolio

At September 30, 2012, we had five additional properties totaling approximately 2,203,000 square feet that were placed in-service or partially placed in-service between July 1, 2011 and September 30, 2012.

Rental Revenue

Rental revenue from our Properties Placed In-Service Portfolio increased approximately $8.1 million for the three months ended September 30, 2012 compared to 2011, as detailed below:

Property	Quarter Initially Placed In-Service	Quarter Fully Placed In-Service	Rental Revenue for the three months ended September 30,
			2012		2011		Change
			(in thousands)
2200 Pennsylvania Avenue	First Quarter, 2011	Third Quarter, 2011	$	7,933	$	6,682	$	1,251
Residences on The Avenue	Second Quarter, 2011	Third Quarter, 2011		4,501		2,169		2,332
Atlantic Wharf—Office	First Quarter, 2011	Fourth Quarter, 2011		12,852		10,772		2,080
510 Madison Avenue	Second Quarter, 2011	Second Quarter, 2012		5,330		2,406		2,924
One Patriots Park (formerly known as 12310 Sunrise Valley Drive)	Second Quarter, 2012	Second Quarter, 2012		2,128		2,661		(533	)
Total			$	32,744	$	24,690	$	8,054

Termination Income

Included in rental revenue above is approximately $2.6 million of termination income for the three months ended September 30, 2011 related to lease amendments we signed on July 1, 2011 with the existing tenant at our three-building complex on Sunrise Valley Drive in Reston, Virginia. Under the agreements, the existing tenant terminated early its leases for approximately 523,000 square feet at the complex and was responsible for certain payments to us aggregating approximately $14.8 million. During the three months ended September 30, 2011, we recognized approximately $7.9 million of termination income related to these agreements, of which approximately $5.3 million is included within the Development or Redevelopment Portfolio. One of the three building, One Patriots Park (formerly known as 12310 Sunrise Valley Drive) has been redeveloped and placed back in-service and is being occupied by a new tenant.

Real Estate Operating Expenses

Real estate operating expenses from our Properties Placed In-Service Portfolio increased approximately $2.5 million for the three months ended September 30, 2012 compared to 2011, as detailed below:

Property	Quarter Initially Placed In-Service	Quarter Fully Placed In-Service	Real Estate Operating Expenses for the three months ended September 30,
			2012		2011		Change
			(in thousands)
2200 Pennsylvania Avenue	First Quarter, 2011	Third Quarter, 2011	$	4,476	$	4,038	$	438
Residences on The Avenue	Second Quarter, 2011	Third Quarter, 2011		2,364		2,148		216
Atlantic Wharf—Office	First Quarter, 2011	Fourth Quarter, 2011		4,251		3,333		918
510 Madison Avenue	Second Quarter, 2011	Second Quarter, 2012		1,726		1,302		424
One Patriots Park (formerly known as 12310 Sunrise Valley Drive)	Second Quarter, 2012	Second Quarter, 2012		554		32		522
Total			$	13,371	$	10,853	$	2,518

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Real estate operating expenses for 2200 Pennsylvania Avenue and the Residences on The Avenue include ground rent expense, which includes the non-cash straight-lining of the ground rent expense of approximately $2.8 million and $1.3 million, respectively, for the three months ended September 30, 2012 and $2.6 million and $1.2 million, respectively, for the three months ended September 30, 2011.

Depreciation and Amortization Expense

Depreciation and amortization expense for our Properties Placed In-Service Portfolio increased by approximately $1.5 million for the three months ended September 30, 2012 compared to 2011. This increase was the result of an approximately $3.6 million increase in depreciation expense at our other buildings that were placed in-service partially offset by an approximately $2.1 million decrease in depreciation expense for One Patriots Park as the result of the acceleration of depreciation expense during the three months ended September 30, 2011 in conjunction with the building being taken out of service for redevelopment.

Properties in Development or Redevelopment Portfolio

At September 30, 2012 and 2011, the Properties in Development or Redevelopment Portfolio consisted primarily of our Two Patriots Park (formerly known as 12300 Sunrise Valley Drive) property located in Reston, Virginia.

On January 3, 2012, we commenced the redevelopment of our Two Patriots Park property at the complex, which is expected to be completed during the second quarter of 2013. During the three months ended September 30, 2011, this building had revenue of approximately $7.8 million, which included approximately $5.3 million of termination income and operating expenses of approximately $0.5 million. The termination income related to lease amendments we signed on July 1, 2011 with the existing tenant. Under the agreements, the existing tenant terminated early its lease for approximately 523,000 square feet at the complex and was responsible for certain payments to us aggregating approximately $14.8 million. During the three months ended September 30, 2011, we recognized approximately $7.9 million of termination income related to these agreements, of which approximately $2.6 million is included within the Placed in Service Portfolio. As the building is currently under redevelopment, it did not have any operating results for the three months ended September 30, 2012. In addition, the decrease in depreciation of approximately $5.5 million is the result of the acceleration of depreciation expense during the three months ended September 30, 2011 in conjunction with the redevelopment of this building.

Other Operating Income and Expense Items

Hotel Net Operating Income

Net operating income for the Cambridge Center Marriott hotel property increased by approximately $0.5 million for the three months ended September 30, 2012 compared to 2011.

The following reflects our occupancy and rate information for the Cambridge Center Marriott hotel for the three months ended September 30, 2012 and 2011.

	2012			2011			Percentage Change
Occupancy		84.3	%		84.6	%		(0.4	)%
Average daily rate	$	234.18		$	207.86			12.7	%
Revenue per available room, REVPAR	$	197.32		$	175.85			12.2	%

Development and Management Services

Development and management services income decreased approximately $0.2 million for the three months ended September 30, 2012 compared to 2011. The decrease was primarily due to a decrease in management fee income of approximately $0.5 million partially offset by an increase in development fee income of approximately

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$0.3 million. The decrease in management fees is due primarily to a decrease in management fees earned from our joint venture properties. The increase in development fees is primarily due to an increase in fees associated with tenant improvement project management partially offset by a decrease in the development fees related to development projects that we were working on in our Boston region.

General and Administrative

General and administrative expenses increased approximately $2.8 million for the three months ended September 30, 2012 compared to 2011. The increase was due primarily to an increase in compensation expense of approximately $2.9 million partially offset by an approximately $0.1 million decrease in other general and administrative expenses. The increase in compensation expenses is due to (1) an approximately $1.4 million increase in the value of our deferred compensation, (2) an approximately $0.8 million increase related to the issuance of the 2012 OPP Awards and non-qualified stock options and (3) an increase of approximately $0.7 million in other compensation related expenses.

Wages directly related to the development of rental properties are not included in our operating results. These costs are capitalized and included in real estate assets on our Consolidated Balance Sheets and amortized over the useful lives of the real estate. Capitalized wages for the three months ended September 30, 2012 and 2011 were approximately $2.8 million and $2.7 million, respectively. These costs are not included in the general and administrative expenses discussed above.

Transaction Costs

During the three months ended September 30, 2012 we incurred approximately $1.1 million of transaction costs of which approximately $0.6 million related to the acquisition of 680 Folsom Street in San Fransisco, California and approximately $0.5 million related to the acquisition of Fountain Square in Reston, Virginia. During the three months ended September 30, 2011, we incurred approximately $0.5 million of transaction pursuit costs.

Other Income and Expense Items

Income from Unconsolidated Joint Ventures

For the three months ended September 30, 2012 compared to 2011, income from unconsolidated joint ventures decreased by approximately $2.1 million of which approximately $3.9 million of the decrease was due to a decrease in net operating income from the General Motors building due to lease terminations which occurred in 2011 and earlier in 2012, partially offset by an increase of which approximately $1.8 million came from our other unconsolidated joint ventures.

Interest and Other Income

Interest and other income increased approximately $2.7 million for the three months ended September 30, 2012 compared to 2011. During the three months ended September 30, 2012 compared to 2011, interest income decreased by approximately $0.2 million. During the three months ended September 30, 2012 compared to 2011, other income increased by approximately $2.9 million. On October 20, 2010, we closed a transaction with the HTC Investor related to the historic rehabilitation of the residential component of our Atlantic Wharf development in Boston, Massachusetts. The HTC Investor has contributed an aggregate of approximately $15 million to the project. As part of its contribution, the HTC Investor will receive substantially all of the benefits derived from the tax credits. Beginning in July 2012 to July 2016, we recognized and will recognize the cash received as revenue over the five year tax credit recapture period as defined in the Internal Revenue Code. During the three months ended September 30, 2012, we recognized approximately $2.9 million of the $15 million that the HTC Investor had contributed to us.

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Gains (losses) from Investments in Securities

Gains (losses) from investments in securities for the three months ended September 30, 2012 and 2011 related to investments that we have made to reduce our market risk relating to a deferred compensation plan that we maintain for Boston Properties, Inc.’s officers. Under this deferred compensation plan, each officer who is eligible to participate is permitted to defer a portion of the officer’s current income on a pre-tax basis and receive a tax-deferred return on these deferrals based on the performance of specific investments selected by the officer. In order to reduce our market risk relating to this plan, we typically acquire, in a separate account that is not restricted as to its use, similar or identical investments as those selected by each officer. This enables us to generally match our liabilities to our officers under the deferred compensation plan with equivalent assets and thereby limit our market risk. The performance of these investments is recorded as gains (losses) from investments in securities. During the three months ended September 30, 2012 and 2011, we recognized gains (losses) of approximately $0.6 million and $(0.9) million, respectively, on these investments. By comparison, our general and administrative expense increased (decreased) by approximately$0.6 million and $(0.8) million during the three months ended September 30, 2012 and 2011, respectively, as a result of increases (decreases) in our liability under our deferred compensation plan that were associated with the performance of the specific investments selected by our officers participating in the plan.

Losses from Early Extinguishments of Debt

On September 4, 2012, we used available cash to repay the mortgage loan collateralized by our Sumner Square property located in Washington, DC totaling approximately $23.2 million. The mortgage financing bore interest at a fixed rate of 7.35% per annum and was scheduled to mature on September 1, 2013. We recognized a loss on early extinguishment of debt totaling approximately $0.3 million, which included a prepayment penalty totaling approximately $0.2 million associated with the early repayment.

On August 24, 2012, we used available cash to redeem the remaining $225.0 million in aggregate principal amount of our 6.25% senior notes due 2013. The redemption price was determined in accordance with the applicable indenture and totaled approximately $231.6 million. The redemption price included approximately $1.5 million of accrued and unpaid interest to, but not including, the redemption date. Excluding such accrued and unpaid interest, the redemption price was approximately 102.25% of the principal amount being redeemed. We recognized a loss on early extinguishment of debt totaling approximately $5.2 million, which amount included the payment of the redemption premium totaling approximately $5.1 million.

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Interest Expense

Interest expense for the Total Property Portfolio increased approximately $9.9 million for the three months ended September 30, 2012 compared to 2011 as detailed below:

Component	Change in interest expense for the three months ended September 30, 2012 compared         to September 30, 2011
	(in thousands)
Increases to interest expense due to:
Issuance of $1.0 billion in aggregate principal of 3.850% senior notes due 2023 on June 11, 2012	$	9,678
New mortgage/properties placed in-service financings		8,732
Issuance of $850 million in aggregate principal of 3.700% senior notes due 2018 on November 10, 2011		7,926
Decrease in capitalized interest due to properties being placed in-service		2,873
Other interest expense (excluding senior notes) partially offset by principal amortization of continuing debt		70
Total increases to interest expense	$	29,279
Decreases to interest expense due to:
Repayment of mortgage financings	$	(7,586	)
Repurchases/redemption of $576.2 million in aggregate principal of 2.875% exchangeable senior notes due 2037		(5,351	)
Interest expense associated with the adjustment for the equity component allocation of our unsecured exchangeable debt		(2,883	)
Redemption of $225.0 million in aggregate principal of 6.25% senior notes due 2013		(2,600	)
Interest on our Unsecured Line of Credit		(946	)
Total decreases to interest expense	$	(19,366	)
Total change in interest expense	$	9,913

The following properties are included in the new mortgages/properties placed in-service financings line item: 601 Lexington Avenue and 680 Folsom Street. The following properties are included in the repayment of mortgage financings line item: 601 Lexington Avenue, Reservoir Place, Atlantic Wharf, 510 Madison Avenue, Bay Colony Corporate Center, One Freedom Square and Sumner Square. As properties are placed in-service, we cease capitalizing interest and interest is then expensed.

Interest expense directly related to the development of rental properties is not included in our operating results. These costs are capitalized and included in real estate assets on our Consolidated Balance Sheets and amortized over the useful lives of the real estate. Interest capitalized for the three months ended September 30, 2012 and 2011 was approximately $10.1 million and $13.0 million, respectively. These costs are not included in the interest expense referenced above.

At September 30, 2012, our variable rate debt consisted of our $750.0 million Unsecured Line of Credit and our construction loan at 680 Folsom Street. For a summary of our consolidated debt as of September 30, 2012 and September 30, 2011 refer to the heading “Liquidity and Capital Resources—Capitalization—Debt Financing” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Discontinued Operations

On May 17, 2012, we completed the sale of our Bedford Business Park properties located in Bedford, Massachusetts for approximately $62.8 million in cash. Net cash proceeds totaled approximately $62.0 million, resulting in a gain on sale of approximately $38.4 million. Bedford Business Park is comprised of two Office/Technical buildings and one Class A office building aggregating approximately 470,000 net rentable square feet. The operating results of the property through the date of sale have been classified as discontinued operations on a historical basis for all periods presented. Refer to Note 3 of the Consolidated Financial Statements for additional details regarding the sale and operating results.

On January 31, 2012, the servicer of the non-recourse mortgage loan collateralized by our Montvale Center property located in Gaithersburg, Maryland foreclosed on the property. During 2011, we had notified the master servicer of the non-recourse mortgage loan that the cash flows generated from the property were insufficient to fund debt service payments and capital improvements necessary to lease and operate the property and that we were not prepared to fund any cash shortfalls. We were not current on making debt service payments and were accruing interest at the default interest rate of 9.93% per annum. The loan was originally scheduled to mature on June 6, 2012. As a result of the foreclosure, the mortgage loan totaling $25.0 million was extinguished and the related obligations were satisfied with the transfer of the real estate and working capital to the servicer. We no longer have any equitable or economic interest ownership in the property. The operating results of the property through the date of foreclosure have been classified as discontinued operations on a historical basis for all periods presented. Refer to Note 3 of the Consolidated Financial Statements for additional details regarding the foreclosure and operating results of the property.

Noncontrolling interests in property partnerships

Noncontrolling interests in property partnerships consisted of the outside owner’s equity interest in the income from our 505 9^th Street property.

Liquidity and Capital Resources

General

Our principal liquidity needs for the next twelve months and beyond are to:

• fund normal recurring expenses;

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

• redeem or meet repurchase obligations that may be elected in May 2013 by us or holders, respectively, with respect to our 3.750% exchangeable senior notes due 2036;

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

• fund development costs;

• fund possible property acquisitions; and

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

We expect to satisfy these needs using one or more of the following:

• cash flow from operations;

• distribution of cash flows from joint ventures;

• cash and cash equivalent balances;

• contributions of proceeds from issuances of Boston Properties, Inc.’s equity securities and/or proceeds from issuances of additional preferred or common units;

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• our Unsecured Line of Credit or other short-term bridge facilities;

• construction loans;

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

• sales of real estate.

We draw on multiple financing sources to fund our long-term capital needs. Our Unsecured Line of Credit is utilized primarily as a bridge facility to fund acquisition opportunities, refinance outstanding indebtedness and meet short-term development and working capital needs. Although we generally seek to fund our development projects with construction loans, which may be guaranteed by us, the financing for each particular project ultimately depends on several factors, including, among others, the project’s size and duration, the extent of pre-leasing and our available cash and our access to cost effective capital at the given time.

The following table presents information on properties under construction as of September 30, 2012 (dollars in thousands):

Construction Properties	Estimated Stabilization Date	Location	# of Buildings		Square feet		Investment to Date (1)		Estimated Total Investment (1)		Percentage Leased (2)
Office
Annapolis Junction Building Six (50% ownership)(3)	Third Quarter, 2013	Annapolis, MD		1		120,000	$	11,239	$	14,000		49	%
500 North Capitol Street, NW (30% ownership)(3)	Fourth Quarter, 2013	Washington, DC		1		232,000		28,684		36,540		82	%
Two Patriots Park (formerly known as 12300 Sunrise Valley Drive)(4)	Second Quarter, 2013	Reston, VA		1		255,951		42,555		64,000		100	%
Seventeen Cambridge Center	Third Quarter, 2013	Cambridge, MA		1		195,191		46,266		86,300		100	%
Cambridge Center Connector(5)	Third Quarter, 2013	Cambridge, MA		—		42,500		2,470		24,600		100	%
680 Folsom Street(3)	Third Quarter, 2015	San Fransisco, CA		2		522,000		163,693		340,000		85	%
250 West 55th Street(6)	Fourth Quarter, 2015	New York, NY		1		989,000		690,211		1,050,000		21	%
Total Office Properties under Construction				7		2,356,642	$	985,118	$	1,615,440		59	%
Residential
The Avant at Reston Town Center (359 units)	Fourth Quarter, 2015	Reston, VA		1		355,668	$	47,360	$	137,250		N/A
Total Properties under Construction				8		2,712,310	$	1,032,478	$	1,752,690		59	%

(1) Represents our share. Includes net revenue during lease up period, acquisition expenses and approximately $60.6 million of construction cost and leasing commission accruals.

(2) Represents percentage leased as of November 2, 2012, includes leases with future commencement dates and excludes residential space.

(3) This development project has a construction loan.

(4) Project costs include the incremental costs related to redevelopment and excludes original investment in the asset.

(5) This project is part of a lease expansion and extension for a tenant at Cambridge Center.

(6) Investment to Date excludes approximately $24.8 million of costs that were expensed in prior periods in connection with the suspension of development activities. Estimated Total Investment includes approximately $230 million of interest capitalization.

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Contractual rental revenue, recoveries from tenants, other income from operations, available cash balances and draws on our Unsecured Line of Credit are our principal sources of capital used to pay operating expenses, debt service, recurring capital expenditures and the minimum distribution required to enable Boston Properties, Inc. to maintain its REIT qualification. We seek to maximize income from our existing properties by maintaining quality standards for our properties that promote high occupancy rates and permit increases in rental rates while reducing tenant turnover and controlling operating expenses. Our sources of revenue also include third-party fees generated by our property management, leasing, and development and construction businesses, as well as the sale of assets from time to time. We believe our revenue, together with our cash balances and proceeds from financing activities, will continue to provide the necessary funds for our short-term liquidity needs.

Material adverse changes in one or more sources of capital may adversely affect our net cash flows. Such changes, in turn, could adversely affect our ability to fund dividends and distributions, debt service payments and tenant improvements. In addition, a material adverse change in the cash provided by our operations may affect our ability to comply with the financial covenants under our Unsecured Line of Credit and unsecured senior notes.

Since January 1, 2012, Boston Properties, Inc. issued an aggregate of 2,347,500 shares of its common stock under its “at the market” (“ATM”) stock offering program for gross proceeds of approximately $249.8 million and net proceeds of approximately $247.2 million. Boston Properties, Inc. contributed the net proceeds from such sales to us in exchange for a number of OP Units equal to the number of shares issued. Boston Properties, Inc.’s ATM stock offering program provides it with the ability to sell from time to time up to an aggregate of $600.0 million of its common stock through sales agents for a three-year period. As of November 2, 2012, approximately $305.3 million remained available for issuance under this ATM program. We intend to use the net proceeds from the sales for general business purposes, which may include investment opportunities and debt reduction. Pending such uses, we may invest the net proceeds in short-term, interest-bearing securities.

On August 29, 2012, in connection with our acquisition of 680 Folsom Street, we issued 1,588,100 Series Four Preferred Units having a per unit liquidation preference of $50 and the right to receive quarterly distributions of $0.25 per unit for an aggregate value of approximately $79.4 million. An aggregate of 366,573 of such units were redeemed on August 31, 2012.

Since January 1, 2012, we repurchased and redeemed the remaining $576.2 million of our 2.875% exchangeable senior notes due 2037. In addition, we repaid an aggregate of $209.0 million of secured debt. After completing these transactions, we have satisfied all of our 2012 debt maturities. In anticipation of funding our capital commitments for development and repayment of debt through 2013 we issued $1.0 billion of senior unsecured notes due 2023 at an effective yield of 3.954%. On August 24, 2012, we redeemed the remaining $225 million of 6.25% senior notes due 2013 and on September 4, 2012 we repaid our approximately $23 million mortgage loan secured by our Sumner Square property located in Washington, DC, which was scheduled to mature on September 1, 2013. After these repayments we have secured and unsecured debt maturities in 2013 aggregating approximately $646 million, of which our share is approximately $592 million, which will need to be redeemed, repaid or refinanced. The completion of our properties under construction through late 2015 has remaining costs to fund of $720 million and is expected to be fully funded by cash and available draws from construction loans. We believe that our liquidity, including available cash as of November 2, 2012 of approximately $1.0 billion, and the approximately $740 million available under our Unsecured Line of Credit, provide sufficient capacity to meet our debt obligations and fund our remaining equity capital requirements on existing development projects and pursue attractive additional investment opportunities. Given the relatively low interest rates currently available to us in the debt markets, we may seek to enhance our liquidity in the future, which may result in us carrying additional cash and cash equivalents pending our use of the proceeds. In order to reduce future cash interest payments, as well as future amounts due at maturity or upon redemption, we may, from time to time, purchase unsecured senior notes and unsecured exchangeable senior notes for cash in open market purchases or privately negotiated transactions, or both. We will evaluate any such potential transactions in light of then-existing market conditions, taking into account the trading prices of the notes, our current liquidity and prospects for future access to capital.

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REIT Tax Distribution Considerations

Distributions

A REIT is subject to a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its annual taxable income. Boston Properties, Inc.’s policy is to distribute at least 100% of its taxable income to avoid paying federal tax. On November 8, 2012, Boston Properties, Inc.’s Board of Directors increased our quarterly distribution from $0.55 per common unit to $0.65 per common unit. Refer to Note 14 of the Consolidated Financial Statements for additional detail regarding our quarterly distribution. Boston Properties, Inc.’s Board of Directors will continue to evaluate our distribution rate in light of its actual and projected taxable income, liquidity requirements and other circumstances, and there can be no assurance that the future distributions declared by Boston Properties, Inc.’s Board of Directors will not differ materially.

Sales

To the extent that we sell assets at a gain and cannot efficiently use the proceeds in a tax deferred manner for either our development activities or attractive acquisitions, Boston Properties, Inc., our general partner, would, at the appropriate time, decide whether it is better to declare a special distribution, adopt a stock repurchase program, reduce our indebtedness or retain the cash for future investment opportunities. Such a decision will depend on many factors including, among others, the timing, availability and terms of development and acquisition opportunities, our then-current and anticipated leverage, the cost and availability of capital from other sources, the price of Boston Properties, Inc.’s common stock and REIT distribution requirements. At a minimum, we expect that we would distribute at least that amount of proceeds necessary for Boston Properties, Inc. to avoid paying corporate level tax on the applicable gains realized from any asset sales.

Cash Flow Summary

The following summary discussion of our cash flows is based on the Consolidated Statements of Cash Flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.

Cash and cash equivalents were approximately $1.2 billion and $1.1 billion at September 30, 2012 and 2011, respectively, representing an increase of approximately $0.1 billion. The following table sets forth changes in cash flows:

	Nine months ended September 30,
	2012			2011			Increase (Decrease)
	(in thousands)
Net cash provided by operating activities	$	463,686		$	442,859		$	20,827
Net cash used in investing activities		(1,020,112	)		(30,402	)		(989,710	)
Net cash provided by (used in) financing activities		(43,567	)		171,619			(215,186	)

Our principal source of cash flow is related to the operation of our office properties. The average term of our in-place tenant leases, including our unconsolidated joint ventures, is approximately 7.1 years with occupancy rates historically in the range of 91% to 94%. Our properties generate a relatively consistent stream of cash flow that provides us with resources to pay operating expenses, debt service and fund quarterly distribution payment requirements. In addition, over the past several years, we have raised capital through the sale of some of our properties, secured and unsecured borrowings and equity offerings by Boston Properties, Inc.

Cash is used in investing activities to fund acquisitions, development, net investments in unconsolidated joint ventures and recurring and nonrecurring capital expenditures. We selectively invest in new projects that enable us to take advantage of our development, leasing, financing and property management skills and invest in

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existing buildings to enhance or maintain their market position. Cash used in investing activities for the nine months ended September 30, 2012 and 2011 consisted primarily of funding our development projects and the acquisition of Bay Colony Corporate Center, 100 Federal Street and 680 Folson Street, as detailed below:

	Nine months ended September 30,
	2012			2011
	(in thousands)
Acquisitions of real estate	$	(688,073	)	$	(41,100	)
Construction in progress		(238,627	)		(205,580	)
Building and other capital improvements		(32,159	)		(29,406	)
Tenant improvements		(108,100	)		(50,400	)
Proceeds from the sale of real estate		61,963			—
Proceeds from mortgage loan released from escrow		—			267,500
Proceeds from land transaction		—			43,887
Deposits on real estate		(15,000	)		10,000
Issuance of notes receivable, net		(1,764	)		(6,375	)
Capital contributions to unconsolidated joint ventures		(367	)		(17,867	)
Capital distributions from unconsolidated joint ventures		3,057			—
Investments in securities, net		(1,042	)		(1,061	)
Net cash used in investing activities	$	(1,020,112	)	$	(30,402	)

Cash used in investing activities changed primarily due to the following:

• On February 1, 2011, we completed the acquisition of Bay Colony Corporate Center in Waltham, Massachusetts for an aggregate purchase price of approximately $185.0 million. The purchase price consisted of approximately $41.1 million of cash and the assumption of approximately $143.9 million of indebtedness. In connection with this transaction, we deposited $10.0 million in escrow, which was returned to us at closing.

• On March 1, 2012, we acquired 453 Ravendale Drive located in Mountain View, California for a purchase price of approximately $6.7 million in cash.

• On March 13, 2012, we acquired 100 Federal Street in Boston, Massachusetts for an aggregate investment of approximately $615.0 million in cash.

• On August 29, 2012, we acquired the development project located at 680 Folsom Street in San Francisco, California. The consideration paid by us to the seller consisted of approximately $62.2 million in cash.

• Construction in progress for the nine months ended September 30, 2011 includes ongoing expenditures associated with our Atlantic Wharf Office, 2200 Pennsylvania Avenue, the Residences on The Avenue, 510 Madison Avenue and The Lofts at Atlantic Wharf developments, which were fully or partially placed in-service during the nine months ended September 30, 2011. In addition, for the nine months ended September 30, 2011, we also incurred costs associated with the continued development and redevelopment of 250 West 55th Street, Seventeen Cambridge Center and One Patriots Park. Construction in progress for the nine months ended September 30, 2012 includes expenditures associated with our 510 Madison Avenue and One Patriots Park developments, which were fully placed in-service during the nine months ended September 30, 2012. In addition, we incurred costs associated with the continued development and redevelopment of Two Patriots Park, Seventeen Cambridge Center, The Avant at Reston Town Center, the Cambridge Center Connector, 250 West 55th Street and 680 Folsom Street. The completion of our ongoing developments, including our share of our unconsolidated joint venture developments, through 2015 is expected to be fully funded by cash and available draws from construction loans. We estimate our future funding requirement to complete our developments, which includes our share of our unconsolidated joint venture developments, to be approximately $734 million.

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• Tenant improvement costs increased by approximately $57.7 million due to the start of large tenant projects in 2012.

• On May 17, 2012, we completed the sale of our Bedford Business Park properties located in Bedford, Massachusetts for approximately $62.8 million in cash. Net cash proceeds totaled approximately $62.0 million.

• Proceeds from mortgage loan released from escrow related to the release of the mortgage loan for 510 Madison Avenue, located in New York Cit, which had been secured by cash deposits.

• Proceeds from land transaction relates to the portion of the payment received by us for our 75 Ames Street land parcel from a third-party which we estimate will relate to the ultimate conveyance of a condominium interest to the third-party upon the anticipated completion of the development of the property and does not include the portion attributable to rental of the land during the period of development.

Cash used by financing activities for the nine months ended September 30, 2012 totaled approximately $43.6 million. This consisted primarily of the repurchase / redemption of all of our outstanding 2.875% exchangeable senior notes due 2037, the redemption of our outstanding 6.25% senior notes due 2013, the payments of distributions to our unitholders and the repayment of mortgage notes payable, partially offset by the issuance of $1.0 billion of our 3.850% senior notes due 2023 and the net proceeds contributed to us by Boston Properties, Inc. following its issuance of shares under its ATM stock offering program. Future debt payments are discussed below under the heading “Capitalization-Debt Financing.”

Capitalization

At September 30, 2012, our total consolidated debt was approximately $8.7 billion. The GAAP weighted-average annual interest rate on our consolidated indebtedness was 5.19% (with a coupon/stated rate of 4.86%) and the weighted-average maturity was approximately 6.0 years.

Consolidated debt to total consolidated market capitalization ratio, defined as total consolidated debt as a percentage of the value of our outstanding equity securities plus our total consolidated debt, is a measure of leverage commonly used by analysts in the REIT sector. Our total consolidated market capitalization was approximately $27.5 billion at September 30, 2012. Our total consolidated market capitalization was calculated using Boston Properties, Inc.’s September 30, 2012 closing stock price of $110.61 per common share and the following: (1) 167,357,678 outstanding common units of limited partnership interest (including 150,856,237 shares held by Boston Properties, Inc.), (2) an aggregate of 1,307,083 common units issuable upon conversion of all outstanding Series Two Preferred Units of partnership interest, (3) an aggregate of 1,600,324 common units issuable upon conversion of all outstanding LTIP Units, assuming all conditions have been met for the conversion of the LTIP Units, (4) 1,221,527 Series Four Preferred Units of partnership interest multiplied by the fixed liquidation preference of $50 per unit and (5) our consolidated debt totaling approximately $8.7 billion. The calculation of total consolidated market capitalization does not include 400,000 2011 OPP Units and 400,000 2012 OPP Units because, unlike other LTIP Units, they are not earned until certain return thresholds are achieved. Our total consolidated debt, which excludes debt collateralized by our unconsolidated joint ventures, at September 30, 2012, represented approximately 31.41% of our total consolidated market capitalization. This percentage will fluctuate with changes in the market value of Boston Properties, Inc.’s common stock and does not necessarily reflect our capacity to incur additional debt to finance our activities or our ability to manage our existing debt obligations. However, for a company like ours, whose assets are primarily income-producing real estate, the consolidated debt to total consolidated market capitalization ratio may provide investors with an alternate indication of leverage, so long as it is evaluated along with other financial ratios and the various components of our outstanding indebtedness.

For a discussion of our unconsolidated joint venture indebtedness, see “Liquidity and Capital Resources—Capitalization—Off-Balance Sheet Arrangements—Joint Venture Indebtedness” within “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

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Debt Financing

As of September 30, 2012, we had approximately $8.7 billion of outstanding consolidated indebtedness, representing approximately 31.41% of our total consolidated market capitalization as calculated above consisting of approximately (1) $4.639 billion (net of discount) in publicly traded unsecured senior notes (excluding exchangeable senior notes) having a weighted-average interest rate of 4.74% per annum and maturities in 2015, 2018, 2019, 2020, 2021 and 2023; (2) $443.9 million (net of adjustment for the equity component allocation) of exchangeable senior notes having a GAAP interest rate of 5.958% per annum (an effective rate of 3.787% per annum, excluding the effect of the adjustment for the equity component allocation), an initial optional redemption date in 2013 and maturity in 2036; (3) $719.0 million (net of discount and the adjustment for the equity component allocation) of exchangeable senior notes having a GAAP interest rate of 6.555% per annum (an effective rate of 4.037%, excluding the effect of the adjustment for the equity component allocation) and maturing in 2014; and (4) $2.8 billion of property-specific mortgage debt having a GAAP weighted-average interest rate of 5.45% per annum and weighted-average term of 5.6 years. The table below summarizes our mortgage notes payable, our unsecured senior notes and our Unsecured Line of Credit at September 30, 2012 and September 30, 2011:

	2012			2011
	(Dollars in Thousands)
Debt Summary:
Balance
Fixed rate mortgage notes payable	$	2,848,686		$	3,129,034
Variable rate mortgage notes payable		—			50,000
Unsecured senior notes, net of discount		4,639,217			3,016,986
Unsecured exchangeable senior notes, net of discount and adjustment for the equity component allocation		1,162,955			1,754,343
Unsecured Line of Credit		—			—
Total	$	8,650,858		$	7,950,363
Percent of total debt:
Fixed rate		100.00	%		99.37	%
Variable rate		—			0.63	%
Total		100.00	%		100.00	%
GAAP Weighted-average interest rate at end of period:
Fixed rate		5.19	%		5.55	%
Variable rate		—			2.78	%
Total		5.19	%		5.53	%
Coupon/Stated Weighted-average interest rate at end of period:
Fixed rate		4.86	%		5.12	%
Variable rate		—			2.40	%
Total		4.86	%		5.10	%

Unsecured Line of Credit

On June 24, 2011, we amended and restated the revolving credit agreement governing our Unsecured Line of Credit, which (1) reduced the total commitment from $1.0 billion to $750.0 million, (2) extended the maturity date from August 3, 2011 to June 24, 2014, with a provision for a one-year extension at our option, subject to certain conditions and the payment of an extension fee equal to 0.20% of the total commitment then in effect, and (3) increased the per annum variable interest rates available, which resulted in an increase of the per annum variable interest rate on outstanding balances from Eurodollar plus 0.475% per annum to Eurodollar plus 1.225% per annum. Under the amended Unsecured Line of Credit, we may increase the total commitment to $1.0

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billion, subject to syndication of the increase. In addition, a facility fee currently equal to an aggregate of 0.225% per annum of the total commitment is payable in equal quarterly installments. The interest rate and facility fee are subject to adjustment in the event of a change in our unsecured debt ratings. The amended Unsecured Line of Credit also contains a competitive bid option that allows banks that are part of the lender consortium to bid to make loan advances to us at a reduced interest rate. Our ability to borrow under our Unsecured Line of Credit is subject to our compliance with a number of customary financial and other covenants on an ongoing basis, including:

• 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;

• a secured debt leverage ratio not to exceed 55%;

• a fixed charge coverage ratio of at least 1.40;

• 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;

• a minimum net worth requirement of $3.5 billion;

• an unsecured debt interest coverage ratio of at least 1.75; and

• limitations on permitted investments.

We believe we are in compliance with the financial and other covenants listed above.

As of September 30, 2012, we had no borrowings and outstanding letters of credit totaling approximately $9.6 million outstanding under the Unsecured Line of Credit, with the ability to borrow approximately $740.4 million. As of November 2, 2012, we had no borrowings and outstanding letters of credit totaling approximately $9.6 million outstanding under the Unsecured Line of Credit, with the ability to borrow approximately $740.4 million.

Unsecured Senior Notes

The following summarizes the unsecured senior notes outstanding as of September 30, 2012 (dollars in thousands):

	Coupon/ Stated Rate			Effective Rate(1)			Principal Amount			Maturity Date(2)
12 Year Unsecured Senior Notes		5.625	%		5.693	%	$	300,000		April 15, 2015
12 Year Unsecured Senior Notes		5.000	%		5.194	%		250,000		June 1, 2015
10 Year Unsecured Senior Notes		5.875	%		5.967	%		700,000		October 15, 2019
10 Year Unsecured Senior Notes		5.625	%		5.708	%		700,000		November 15, 2020
10 Year Unsecured Senior Notes		4.125	%		4.289	%		850,000		May 15, 2021
7 Year Unsecured Senior Notes		3.700	%		3.853	%		850,000		November 15, 2018
11 Year Unsecured Senior Notes		3.850	%		3.954	%		1,000,000		February 1, 2023
Total principal								4,650,000
Net unamortized discount								(10,783	)
Total							$	4,639,217

(1) Yield on issuance date including the effects of discounts on the notes.

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

Our unsecured senior notes are redeemable at our option, in whole or in part, at a redemption price equal to the greater of (i) 100% of their principal amount or (ii) the sum of the present value of the remaining scheduled payments of principal and interest discounted at a rate equal to the yield on U.S. Treasury securities with a

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comparable maturity plus 35 basis points (or 25 basis points in the case of the $250 million of notes that mature on June 1, 2015, 40 basis points in the case of the $700 million of notes that mature on October 15, 2019 and 30 basis points in the case of the $700 million and $850 million of notes that mature on November 15, 2020 and May 15, 2021, respectively), in each case plus accrued and unpaid interest to the redemption date. The indenture under which our unsecured senior notes were issued contains restrictions on incurring debt and using our assets as security in other financing transactions and other customary financial and other covenants, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 50%, (3) an interest coverage ratio of 1.5, and (4) unencumbered asset value to be no less than 150% of our unsecured debt. As of September 30, 2012, we believe we were in compliance with each of these financial restrictions and requirements.

Unsecured Exchangeable Senior Notes

The following summarizes the unsecured exchangeable senior notes outstanding as of September 30, 2012 (dollars in thousands):

	Coupon/ Stated Rate			Effective Rate(1)			Exchange Rate			Principal Amount			First Optional Redemption Date by Company	Maturity Date
3.625% Exchangeable Senior Notes		3.625	%		4.037	%		8.5051	(2)	$	747,500		N/A	February 15, 2014
3.750% Exchangeable Senior Notes		3.750	%		3.787	%		10.0066	(3)		450,000		May 18, 2013(4)	May 15, 2036
Total principal											1,197,500
Net unamortized discount											(2,012	)
Adjustment for the equity component allocation, net of accumulated amortization											(32,533	)
Total										$	1,162,955

(1) Yield on issuance date including the effects of discounts on the notes but excluding the effects of the adjustment for the equity component allocation.

(2) The initial exchange rate is 8.5051 shares per $1,000 principal amount of the notes (or an initial exchange price of approximately $117.58 per share of Boston Properties, Inc.’s common stock). In addition, we entered into capped call transactions with affiliates of certain of the initial purchasers, which are intended to reduce the potential dilution upon future exchange of the notes. The capped call transactions are expected to have the effect of increasing the effective exchange price to us of the notes from $117.58 to approximately $137.17 per share (subject to adjustment) representing an overall effective premium of approximately 40% over the closing price on August 13, 2008 of $97.98 per share of Boston Properties, Inc.’s common stock. The net cost of the capped call transactions was approximately $44.4 million. As of September 30, 2012, the effective exchange price was $134.77 per share.

(3) In connection with the special distribution of $5.98 per share of Boston Properties, Inc.’s common stock declared on December 17, 2007, the exchange rate was adjusted from 9.3900 to 10.0066 shares per $1,000 principal amount of notes effective as of December 31, 2007, resulting in an exchange price of approximately $99.93 per share of Boston Properties, Inc.’s common stock.

(4) Holders may require us to repurchase the notes for cash on May 18, 2013 and on May 15 of 2016, 2021, 2026 and 2031 and at any time prior to their maturity upon a fundamental change, in each case at a price equal to 100% of the principal amount of the notes being repurchased plus any accrued and unpaid interest up to, but excluding, the repurchase date.

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Mortgage Notes Payable

The following represents the outstanding principal balances due under the mortgage notes payable at September 30, 2012:

Properties	Stated Interest Rate			GAAP Interest Rate(1)			Stated Principal Amount		Historical Fair Value Adjustment		Carrying Amount			Maturity Date
	(Dollars in thousands)
599 Lexington Avenue		5.57	%		5.41	%	$	750,000	$	—	$	750,000	(2)(3)	March 1, 2017
601 Lexington Avenue		4.75	%		4.79	%		725,000		—		725,000		April 10, 2022
John Hancock Tower		5.68	%		5.05	%		640,500		16,953		657,453	(1)(3)(4)	January 6, 2017
Embarcadero Center Four		6.10	%		7.02	%		366,498		—		366,498	(5)	December 1, 2016
505 9th Street		5.73	%		5.87	%		124,222		—		124,222	(6)	November 1, 2017
New Dominion Tech Park, Bldg. Two		5.55	%		5.58	%		63,000		—		63,000	(3)	October 1, 2014
140 Kendrick Street		7.51	%		5.25	%		48,182		669		48,851	(1)	July 1, 2013
New Dominion Tech Park, Bldg. One		7.69	%		7.84	%		45,418		—		45,418		January 15, 2021
Kingstowne Two and Retail		5.99	%		5.61	%		35,211		445		35,656	(1)	January 1, 2016
Kingstowne One		5.96	%		5.68	%		17,230		45		17,275	(1)	May 5, 2013
University Place		6.94	%		6.99	%		15,313		—		15,313		August 1, 2021
680 Folsom Street		3.93	%		3.98	%		—		—		—	(3)(7)	May 30, 2015
Total							$	2,830,574	$	18,112	$	2,848,686

(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. All adjustments to reflect loans at their fair value upon acquisition are noted above.

(2) 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.

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

(4) In connection with the mortgage financing we have agreed to guarantee approximately $0.8 million related to our obligation to provide funds for certain tenant re-leasing costs.

(5) On November 13, 2008, we closed on an eight-year, $375.0 million mortgage loan collateralized by this property. The mortgage loan bears interest at a fixed rate of 6.10% per annum. Under our 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 joint venture in which we have a 50% interest.

(7) The construction financing bears interest at a variable rate equal to LIBOR plus 3.70% per annum and matures on May 30, 2015 with two, one-year extension options, subject to certain conditions. In addition, we assumed an interest rate derivative which caps the one-month LIBOR index rate at a maximum of 3.00% per annum on a notional amount up to $170.0 million and with an expiration date of May 30, 2015.

Off-Balance Sheet Arrangements—Joint Venture Indebtedness

We have investments in twelve unconsolidated joint ventures (including our investment in the Value-Added Fund) with our effective ownership interests ranging from 25% to 60%. Nine of these ventures have mortgage indebtedness. We exercise significant influence over, but do not control, these entities and therefore they are presently accounted for using the equity method of accounting. See also Note 4 to the Consolidated Financial Statements. At September 30, 2012, the aggregate carrying amount of debt, including both our and our partners’ share, incurred by these ventures was approximately $3.0 billion (of which our proportionate share is approximately $1.4 billion). The table below summarizes the outstanding debt of these joint venture properties at September 30, 2012. In addition to other guarantees specifically noted in the table, we have agreed to customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) on certain of the loans.

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Properties	Venture Ownership %			Stated Interest Rate			GAAP Interest Rate(1)			Stated Principal Amount		Historical Fair Value Adjustment			Carrying Amount			Maturity Date
	(Dollars in thousands)
General Motors Building:
Secured 1st Mortgage		60	%		5.95	%		6.50	%	$	1,300,000	$	(34,427	)	$	1,265,573	(1)(2)(3)	October 7, 2017
Mezzanine Loan		60	%		6.02	%		8.00	%		306,000		(28,204	)		277,796	(1)(2)(4)	October 7, 2017
Partner Loans		60	%		11.00	%		11.00	%		450,000		—			450,000	(5)	June 9, 2017
125 West 55th Street		60	%		6.09	%		6.15	%		200,689		—			200,689		March 10, 2020
540 Madison Avenue		60	%		5.20	%		6.75	%		118,300		(1,389	)		116,911	(1)(6)	July 11, 2013
Metropolitan Square		51	%		5.75	%		5.81	%		175,000		—			175,000		May 5, 2020
Market Square North		50	%		4.85	%		4.91	%		130,000		—			130,000		October 1, 2020
Annapolis Junction		50	%		1.99	%		2.15	%		41,971		—			41,971	(7)	March 31, 2018
Annapolis Junction Building Six		50	%		1.88	%		2.55	%		13,608		—			13,608	(2)(8)	November 17, 2013
Mountain View Tech. Park:
Secured 1st Mortgage		39.5	%		2.75	%		3.33	%		20,000		—			20,000	(2)(9)(10)	November 22, 2014
BPLP loan		39.5	%		10.00	%		10.00	%		3,904		—			3,904	(2)(11)	November 22, 2014
Mountain View Research Park:
Secured 1st Mortgage		39.5	%		2.25	%		2.45	%		90,641		—			90,641	(9)(12)	May 31, 2014
BPLP loan		39.5	%		10.00	%		10.00	%		8,302					8,302	(2)(13)	May 31, 2014
500 North Capitol Street		30	%		1.88	%		2.56	%		74,967		—			74,967	(2)(14)	October 14, 2014
901 New York Avenue		25	%		5.19	%		5.27	%		157,536		—			157,536		January 1, 2015
Total										$	3,090,918	$	(64,020	)	$	3,026,898

(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. All adjustments to reflect loans at their fair value upon acquisition are noted above.

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

(3) 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 September 30, 2012, the maximum funding obligation under the guarantee was approximately $9.8 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.

(4) Principal amount does not include the assumed mezzanine loan with an aggregate principal amount of $294.0 million and a stated rate of 6.02% per annum, as the venture acquired the lenders’ interest in this loan for a purchase price of approximately $263.1 million in cash.

(5) In connection with the capitalization of the joint venture, loans totaling $450.0 million were funded by the venture’s partners on a pro-rata basis. Our share of the partner loans totaling $270.0 million has been reflected in Related Party Note Receivable on our Consolidated Balance Sheets.

(6) In connection with the assumption of the loan, we guaranteed the joint venture’s obligation to fund tenant improvements and leasing commissions.

(7) Mortgage loan bears interest at a variable rate equal to LIBOR plus 1.75% per annum and matures on March 31, 2018 with one, three-year extension option, subject to certain conditions.

(8) The construction financing bears interest at a variable rate equal to LIBOR plus 1.65% per annum and matures on November 17, 2013 with two, one-year extension options, subject to certain conditions.

(9) This property is owned by the Value-Added Fund.

(10) The mortgage loan bears interest at a variable rate equal to LIBOR plus 2.50% per annum.

(11) In conjunction with the mortgage loan modification we agreed to lend up to $6.0 million to the Value-Added Fund, of which approximately $3.9 million had been advanced as of September 30, 2012. The loan from us bears interest at a fixed rate of 10.0% per annum and matures on November 22, 2014. This loan has been reflected in Related Party Notes Receivable on our Consolidated Balance Sheets.

(12) The mortgage loan bears interest at a variable rate equal to LIBOR plus 2.00% per annum.

(13) In conjunction with the mortgage loan modification, we agreed to lend up to $12.0 million to our Value-Added Fund, of which approximately $8.3 million has been advanced as of September 30, 2012. The loan from us bears interest at a fixed rate of 10.0% per annum and matures on May 31, 2014. This loan has been reflected in Related Party Notes Receivable on our Consolidated Balance Sheets.

(14) The construction financing bears interest at a variable rate equal to LIBOR plus 1.65% per annum and matures on October 14, 2014 with two, one-year extension options, subject to certain conditions.

State and Local Tax Matters

Because Boston Properties, Inc. is organized and qualifies as a REIT, it is generally not subject to federal income taxes, but subject to certain state and local taxes. In the normal course of business, certain entities

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through which we own real estate either have undergone, or are currently undergoing, tax audits or other inquiries. Although we believe that we have substantial arguments in favor of our positions in the ongoing audits, in some instances there is no controlling precedent or interpretive guidance on the specific point at issue. Collectively, tax deficiency notices received to date from the jurisdictions conducting the ongoing audits have not been material. However, there can be no assurance that future audits will not occur with increased frequency or that the ultimate result of such audits will not have a material adverse effect on our results of operations.

Insurance

We carry insurance coverage on our properties of types and in amounts and with deductibles that we believe are in line with coverage customarily obtained by owners of similar properties. In response to the uncertainty in the insurance market following the terrorist attacks of September 11, 2001, the Federal Terrorism Risk Insurance Act (as amended, “TRIA”) was enacted in November 2002 to require regulated insurers to make available coverage for “certified” acts of terrorism (as defined by the statute). The expiration date of TRIA was extended to December 31, 2014 by the Terrorism Risk Insurance Program Reauthorization Act of 2007 (“TRIPRA”). Currently, the per occurrence limits of our portfolio property insurance program are $1.0 billion, including coverage for acts of terrorism certified under TRIA other than nuclear, biological, chemical or radiological terrorism (“Terrorism Coverage”). We also carry $250 million of Terrorism Coverage for 601 Lexington Avenue, New York, New York (“601 Lexington Avenue”) in excess of the $1.0 billion of Terrorism Coverage in our property insurance program which is provided by IXP, LLC (“IXP”) as a direct insurer. Certain properties, including the General Motors Building located at 767 Fifth Avenue in New York, New York (“767 Fifth Avenue”), are currently insured in separate insurance programs. The property insurance program per occurrence limits for 767 Fifth Avenue are $1.625 billion, including Terrorism Coverage, with $1.375 billion of Terrorism Coverage in excess of $250 million being provided by NYXP, LLC, (“NYXP”) as a direct insurer. We also currently carry nuclear, biological, chemical and radiological terrorism insurance coverage for acts of terrorism certified under TRIA (“NBCR Coverage”), which is provided by IXP, as a direct insurer, for the properties in our portfolio, including 767 Fifth Avenue, but excluding the properties owned by our Value-Added Fund and certain other properties owned in joint ventures with third parties or which we manage. The per occurrence limit for NBCR Coverage is $1 billion. Under TRIA, after the payment of the required deductible and coinsurance, the additional Terrorism Coverage provided by IXP for 601 Lexington Avenue, the NBCR Coverage provided by IXP and the Terrorism Coverage provided by NYXP are backstopped by the Federal Government if the aggregate industry insured losses resulting from a certified act of terrorism exceed a “program trigger.” The program trigger is $100 million and the coinsurance is 15%. Under TRIPRA, if the Federal Government pays out for a loss under TRIA, it is mandatory that the Federal Government recoup the full amount of the loss from insurers offering TRIA coverage after the payment of the loss pursuant to a formula in TRIPRA. We may elect to terminate the NBCR Coverage if the Federal Government seeks recoupment for losses paid under TRIA, if there is a change in our portfolio or for any other reason. We intend to continue to monitor the scope, nature and cost of available terrorism insurance and maintain terrorism insurance in amounts and on terms that are commercially reasonable.

We also currently carry earthquake insurance on our properties located in areas known to be subject to earthquakes in an amount and subject to self-insurance that we believe are commercially reasonable. In addition, this insurance is subject to a deductible in the amount of 5% of the value of the affected property. Specifically, we currently carry earthquake insurance which covers our San Francisco region with a $120 million per occurrence limit and a $120 million annual aggregate limit, $20 million of which is provided by IXP, as a direct insurer. In addition, the builders risk policy maintained for the development of 680 Folsom Street in San Francisco includes a $20 million per occurrence and annual aggregate limit of earthquake coverage. The amount of our earthquake insurance coverage may not be sufficient to cover losses from earthquakes. In addition, the amount of earthquake coverage could impact our ability to finance properties subject to earthquake risk. We may discontinue earthquake insurance on some or all of our properties in the future if the premiums exceed our estimation of the value of the coverage.

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IXP, a captive insurance company which is a wholly-owned subsidiary, acts as a direct insurer with respect to a portion of our earthquake insurance coverage for our Greater San Francisco properties, the additional Terrorism Coverage for 601 Lexington Avenue and our NBCR Coverage. The additional Terrorism Coverage provided by IXP for 601 Lexington Avenue only applies to losses which exceed the program trigger under TRIA. NYXP, a captive insurance company which is a wholly-owned subsidiary, acts as a direct insurer with respect to a portion of our Terrorism Coverage for 767 Fifth Avenue. Currently, NYXP only insures losses which exceed the program trigger under TRIA and NYXP reinsures with a third-party insurance company any coinsurance payable under TRIA. Insofar as we own IXP and NYXP, we are responsible for their liquidity and capital resources, and the accounts of IXP and NYXP are part of our consolidated financial statements. In particular, if a loss occurs which is covered by our NBCR Coverage but is less than the applicable program trigger under TRIA, IXP would be responsible for the full amount of the loss without any backstop by the Federal Government. IXP and NYXP would also be responsible for any recoupment charges by the Federal Government in the event losses are paid out and their insurance policies are maintained after the payout by the Federal Government. If we experience a loss and IXP or NYXP are required to pay under their insurance policies, we would ultimately record the loss to the extent of the required payment. Therefore, insurance coverage provided by IXP and NYXP should not be considered as the equivalent of third-party insurance, but rather as a modified form of self-insurance. In addition, we have issued a guarantee to cover liabilities of IXP in the amount of $20.0 million.

The mortgages on our properties typically contain requirements concerning the financial ratings of the insurers who provide policies covering the property. We provide the lenders on a regular basis with the identity of the insurance companies in our insurance programs. The ratings of some of our insurers are below the rating requirements in some of our loan agreements and the lenders for these loans could attempt to claim an event of default has occurred under the loan. We believe we could obtain insurance with insurers which satisfy the rating requirements. Additionally, in the future our ability to obtain debt financing secured by individual properties, or the terms of such financing, may be adversely affected if lenders generally insist on ratings for insurers or amounts of insurance which are difficult to obtain or which result in a commercially unreasonable premium. There can be no assurance that a deficiency in the financial ratings of one or more of our insurers will not have a material adverse effect on us.

We continue to monitor the state of the insurance market in general, and the scope and costs of coverage for acts of terrorism and California earthquake risk in particular, but we cannot anticipate what coverage will be available on commercially reasonable terms in future policy years. There are other types of losses, such as from wars or the presence of mold at our properties, for which we cannot obtain insurance at all or at a reasonable cost. With respect to such losses and losses from acts of terrorism, earthquakes or other catastrophic events, if we experience a loss that is uninsured or that exceeds policy limits, we could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties. Depending on the specific circumstances of each affected property, it is possible that we could be liable for mortgage indebtedness or other obligations related to the property. Any such loss could materially and adversely affect our business and financial condition and results of operations.

Funds from Operations

Pursuant to the revised definition of Funds from Operations adopted by the Board of Governors of NAREIT, we calculate Funds from Operations, or “FFO,” by adjusting net income (loss) attributable to Boston Properties Limited Partnership (computed in accordance with GAAP, including non-recurring items) for gains (or losses) from sales of properties, impairment losses on depreciable real estate of consolidated real estate, impairment losses on 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 after adjustment for unconsolidated partnerships, joint ventures and preferred distributions. FFO is a non-GAAP financial measure. The use of FFO, combined with the required primary GAAP presentations, has been fundamentally beneficial in improving the understanding of operating results of REITs among the investing public and making comparisons of REIT operating results more meaningful. Management

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generally considers FFO to be a useful measure for reviewing our comparative operating and financial performance because, by excluding gains and losses related to sales of previously depreciated operating real estate assets, impairment losses on depreciable real estate of consolidated real estate, impairment losses on investments in unconsolidated joint ventures driven by a measurable decrease in the fair value of depreciable real estate held by the unconsolidated joint ventures and excluding real estate asset depreciation and amortization (which can vary among owners of identical assets in similar condition based on historical cost accounting and useful life estimates), FFO can help one compare the operating performance of a company’s real estate between periods or as compared to different companies. Our computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently.

FFO should not be considered as an alternative to net income attributable to Boston Properties Limited Partnership (determined in accordance with GAAP) as an indication of our performance. FFO does not represent cash generated from operating activities determined in accordance with GAAP and is not a measure of liquidity or an indicator of our ability to make cash distributions. We believe that to further understand our performance, FFO should be compared with our reported net income attributable to Boston Properties Limited Partnership and considered in addition to cash flows in accordance with GAAP, as presented in our Consolidated Financial Statements.

The following table presents a reconciliation of net income attributable to Boston Properties Limited Partnership to FFO for the three months ended September 30, 2012 and 2011:

	Three months ended September 30,
	2012		2011
	(in thousands)
Net income attributable to Boston Properties Limited Partnership	$	66,815	$	81,589
Add:
Noncontrolling interest—redeemable preferred units		874		832
Noncontrolling interests in property partnerships		458		86
Less:
Income from discontinued operations		—		20
Income from continuing operations		68,147		82,487
Add:
Real estate depreciation and amortization(1)		130,649		132,721
Income from discontinued operations		—		20
Less:
Gain on sale of real estate included within income from unconsolidated joint ventures		248		—
Noncontrolling interests in property partnerships’ share of funds from operations		923		549
Noncontrolling interest—redeemable preferred units		874		832
Funds from Operations	$	196,751	$	213,847
Weighted-average units outstanding—basic		168,461		165,219

(1) Real estate depreciation and amortization consists of depreciation and amortization from the Consolidated Statements of Operations of $109,316 and $106,618, our share of unconsolidated joint venture real estate depreciation and amortization of $21,664 and $25,633 and depreciation and amortization from discontinued operations of $0 and $821, less corporate related depreciation and amortization of $331 and $351 for the three months ended September 30, 2012 and 2011, respectively.

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Reconciliation to Diluted Funds from Operations:

	Three Months Ended September 30, 2012				Three Months Ended September 30, 2011
	Income (Numerator)		Units (Denominator)		Income (Numerator)		Units (Denominator)
	(in thousands)				(in thousands)
Basic FFO	$	196,751		168,461	$	213,847		165,219
Effect of Dilutive Securities
Convertible Preferred Units		764		1,327		832		1,461
Stock Based Compensation and Exchangeable Senior Notes		—		1,182		—		616
Diluted FFO	$	197,515		170,970	$	214,679		167,296

Contractual Obligations

We have various standing or renewable service contracts with vendors related to our property management. In addition, we have certain other utility contracts we enter into in the ordinary course of business which may extend beyond one year, which vary based on usage. These contracts include terms that provide for cancellation with insignificant or no cancellation penalties. Contract terms are generally one year or less.

During the third quarter of 2012, we paid approximately $53.3 million to fund tenant-related obligations, including tenant improvements and leasing commissions, and incurred approximately $55.0 million of new tenant-related obligations associated with approximately 951,000 square feet of second generation leases, or approximately $58 per square foot. In addition, we signed leases for approximately 62,000 square feet at our development properties. The tenant-related obligations for the development properties are included within the projects’ “Estimated Total Investment” referred to in “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources.” In the aggregate, during the third quarter of 2012, we signed leases for approximately 1,013,000 square feet of space and incurred aggregate tenant-related obligations of approximately $61.1 million, or approximately $60 per square foot.

ITEM 3—Quantitative and Qualitative Disclosures about Market Risk.

As of September 30, 2012, approximately $8.7 billion of our consolidated borrowings bore interest at fixed rates and none of our consolidated borrowings bore interest at variable rates. The fair value of these instruments is affected by changes in market interest rates. The table below does not include our unconsolidated joint venture debt. For a discussion concerning our unconsolidated joint venture debt, refer to Note 4 to the Consolidated Financial Statements and “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Capitalization—Off-Balance Sheet Arrangements—Joint Venture Indebtedness.”

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	2012			2013			2014			2015			2016			2017+			Total			Estimated Fair Value
	(dollars in thousands)
	Secured debt
Fixed Rate	$	4,118		$	84,584		$	91,719		$	30,339		$	401,855		$	2,236,071		$	2,848,686		$	2,968,017
Average Interest Rate		6.27	%		5.56	%		5.66	%		5.87	%		6.84	%		5.18	%		5.45	%
Variable Rate		—			—			—			—			—			—			—			—
	Unsecured debt
Fixed Rate	$	—		$	—		$	—		$	549,452			—		$	4,089,765		$	4,639,217		$	5,163,293
Average Interest Rate		—			—			—			5.47	%		—			4.65	%		4.74	%
Variable Rate		—			—			—			—			—			—			—			—
	Unsecured exchangeable debt
Fixed Rate(1)	$	—		$	450,000		$	745,488		$	—		$	—		$	—		$	1,195,488		$	1,325,431
Adjustment for the equity component allocation		(7,043	)		(23,052	)		(2,438	)		—			—			—			(32,533	)
Total Fixed Rate		(7,043	)		426,948			743,050			—			—			—			1,162,955
Average Interest Rate		—			5.96	%		6.56	%		—			—			—			6.33	%
Variable Rate		—			—			—			—			—			—			—			—
Total Debt	$	(2,925	)	$	511,532		$	834,769		$	579,791		$	401,855		$	6,325,836		$	8,650,858		$	9,456,741

(1) Amounts are included in the year in which the first optional redemption date occurs (or, in the case of the exchangeable notes due 2014, the year of maturity).

At September 30, 2012, the weighted-average coupon/stated rates on all of our fixed and variable rate debt were 4.86% per annum and 0.00% per annum, respectively. The weighted-average coupon/stated rates for our unsecured debt and unsecured exchangeable debt were 4.66% per annum and 3.80% per annum, respectively.

At September 30, 2012, we had no outstanding variable rate debt.

The fair value amounts were determined solely by considering the impact of hypothetical interest rates on our financial instruments. Due to the uncertainty of specific actions we may undertake to minimize possible effects of market interest rate increases, this analysis assumes no changes in our financial structure.

ITEM 4—Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures. As of the end of the period covered by this report, the management of Boston Properties, Inc., with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer of Boston Properties, Inc. concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report.

(b) Changes in Internal Control Over Financial Reporting. No change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934) occurred during the third quarter of our fiscal year ending December 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1—Legal Proceedings.

We are subject to legal proceedings and claims that arise in the ordinary course of business. These matters are generally covered by insurance. Boston Properties, Inc. believes that the final outcome of such matters will not have a material adverse effect on our financial position, results of operations or liquidity.

ITEM 1A—Risk Factors.

Except to the extent updated below or previously updated or to the extent additional factual information disclosed elsewhere in this Quarterly Report on Form 10-Q relates to such risk factors (including, without limitation, the matters discussed in Part I, “Item 2—Management’s Discussion and Analysis of Financial Condition and Results of Operations”), there were no material changes to the risk factors disclosed in Part I, “Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2011.

ITEM 2—Unregistered Sales of Equity Securities and Use of Proceeds.

(a) On August 29, 2012, we issued 1,588,100.206 Series Four Preferred Units as partial consideration for the acquisition of the development project located at 680 Folsom Street and 50 Hawthorne Street in San Francisco, California. We issued the units in reliance on exemptions from registration provided by Rule 506 of Regulation D under Section 4(2) of the Securities Act of 1933, as amended.

Each time Boston Properties, Inc. issues shares of stock (other than in exchange for common units when such common units are presented for redemption), it contributes the proceeds of such issuance to us in return for an equivalent number of partnership units with rights and preferences analogous to the shares issued. During the three months ended September 30, 2012, in connection with issuances of common stock by Boston Properties, Inc. pursuant to the settlement of deferred stock awards under the Boston Properties, Inc. 2012 Stock Option and Incentive Plan and pursuant to issuances under the Boston Properties, Inc. 1999 Non-Qualified Employee Stock Purchase Plan, we issued an aggregate of approximately 13,214 common units to Boston Properties, Inc. in exchange for approximately $0.32 million, 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(2) of the Securities Act of 1933, as amended.

(b) Not applicable.

(c) Issuer Purchases of Equity Securities.

Period	(a) Total Number  of Units Purchased			(b) Average Price Paid per Unit		(c) Total Number of Units Purchased as Part of Publicly Announced Plans or Programs	(d) Maximum Number (or Approximate Dollar Value) of Units that May Yet be Purchased
July 1, 2012–July 31, 2012		—			—	N/A	N/A
August 1, 2012–August 31, 2012		369,499.43	(1)(3)	$	49.60	N/A	N/A
September 1, 2012–September 30, 2012		11,275.00	(2)(3)		95.43	N/A	N/A
Total		380,774.43		$	50.96	N/A	N/A

(1) Includes (1) 2,080 common units previously held by Boston Properties, Inc. that were redeemed in connection with the repurchase of restricted shares of common stock of Boston Properties, Inc. in connection with the termination of an employee’s employment with the Company, (2) 846 LTIP units that were repurchased in connection with the termination of an employee’s employment with the Company and (3) 366,573.43 Series Four preferred units presented by the holder for redemption pursuant to the terms of the Company’s partnership agreement.

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(2) Includes (1) 9,406 common units previously held by Boston Properties, Inc. that were redeemed in connection with the surrender of shares of restricted common stock of Boston Properties, Inc. by an employee to Boston Properties, Inc. to satisfy such employee’s tax withholding obligation in connection with the vesting of restricted common stock, (2) 823 restricted LTIP Units that were repurchased in connection with the resignation of a director and (3) 1,046 common units previously held by Boston Properties, Inc. that were redeemed in connection with the repurchase of restricted shares of common stock of Boston Properties, Inc. in connection with the termination of an employee’s employment with the Company.

(3) Under the terms of the applicable restricted stock award agreements and LTIP unit vesting agreements, such shares and LTIP units were repurchased by us at a price of and $0.01 per share and $0.25 per unit, respectively, which was the amount originally paid by such employees and such director for such shares and units.

ITEM 3—Defaults Upon Senior Securities.

None.

ITEM 4—Mine Safety Disclosures.

None.

ITEM 5—Other Information.

(a) None.

(b) None.

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ITEM 6—Exhibits.

(a) Exhibits

10.1	—	Certificate of Designations for the Series Four Preferred Units, dated as of August 29, 2012, constituting an amendment to the Second Amended and Restated Agreement of Limited Partnership of Boston Properties Limited Partnership (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 10-Q of Boston Properties, Inc. filed on November 8, 2012).
12.1	—	Calculation of Ratios of Earnings to Fixed Charges and Calculation of Ratios of Earnings to Combined Fixed Charges and Preferred Distributions.
31.1	—	Certification of Chief Executive Officer of Boston Properties, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	—	Certification of Chief Financial Officer of Boston Properties, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	—	Certification of Chief Executive Officer of Boston Properties, Inc. pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
32.2	—	Certification of Chief Financial Officer of Boston Properties, Inc. pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101	—	The following materials from Boston Properties Limited Partnership Quarterly Report on Form 10-Q for the quarter ended September 30, 2012 formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Partners’ Capital, (v) the Consolidated Statements of Cash Flows, and (vi) related notes to these financial statements. As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purposes of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BOSTON PROPERTIES LIMITED PARTNERSHIP
	By: Boston Properties, Inc., its General Partner
November 8, 2012	/s/    MICHAEL E. LABELLE
	Michael E. LaBelle Chief Financial Officer (duly authorized officer and principal financial officer)

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EX-12.1

EXHIBIT 12.1

BOSTON PROPERTIES LIMITED PARTNERSHIP

CALCULATION OF RATIOS OF EARNINGS TO FIXED CHARGES

CALCULATION OF RATIOS OF EARNINGS TO COMBINED FIXED CHARGES AND

PREFERRED DISTRIBUTIONS

Boston Properties Limited Partnership’s ratios of earnings to fixed charges and ratios of earnings to combined fixed charges and preferred distributions for the nine months ended September 30, 2012 and the five years ended December 31, 2011 were as follows:

	Nine Months Ended September 30, 2012			Year Ended December 31,
				2011			2010			2009			2008			2007
	(dollars in thousands)
Earnings:
Add:
Income from continuing operations before income (loss) from unconsolidated joint ventures	$	183,301		$	236,153		$	159,042		$	258,904		$	287,426		$	344,156
Gains on sales of real estate		—			—			2,734			11,760			33,340			957,406
Amortization of interest capitalized		3,935			4,188			2,660			2,498			2,315			2,394
Distributions from unconsolidated joint ventures		13,760			22,451			10,733			6,676			5,988			7,157
Fixed charges (see below)		339,577			442,309			419,060			371,649			341,608			336,302
Subtract:
Interest capitalized		(31,409	)		(48,178	)		(40,981	)		(48,816	)		(46,286	)		(33,322	)
Total earnings	$	509,164		$	656,923		$	553,248		$	602,671		$	624,391		$	1,614,093
Fixed charges:
Interest expensed	$	308,168		$	394,131		$	378,079		$	322,833		$	295,322		$	302,980
Interest capitalized		31,409			48,178			40,981			48,816			46,286			33,322
Total fixed charges	$	339,577		$	442,309		$	419,060		$	371,649		$	341,608		$	336,302
Preferred distributions		2,440			3,339			3,343			3,594			4,226			10,429
Total combined fixed charges and preferred distributions	$	342,017		$	445,648		$	422,403		$	375,243		$	345,834		$	346,731
Ratio of earnings to fixed charges		1.50			1.49			1.32			1.62			1.83			4.80
Ratio of earnings to combined fixed charges and preferred distributions		1.49			1.47			1.31			1.61			1.81			4.66

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Mortimer B. Zuckerman, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Boston Properties Limited Partnership;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2012

/s/    MORTIMER B. ZUCKERMAN        

Mortimer B. Zuckerman

Chairman of the Board and Chief Executive Officer of Boston Properties, Inc.

General Partner of Boston Properties Limited Partnership

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Michael E. LaBelle, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Boston Properties Limited Partnership;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 8, 2012

/s/    MICHAEL E. LABELLE        

Michael E. LaBelle

Chief Financial Officer of Boston Properties, Inc.

General Partner of Boston Properties Limited Partnership

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officer of Boston Properties, Inc., the sole general partner of Boston Properties Limited Partnership (the “Company”), hereby certifies to his knowledge that the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2012 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification shall not be deemed “filed” for any purpose, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 regardless of any general incorporation language in such filing.

Date: November 8, 2012

/s/    MORTIMER B. ZUCKERMAN        

Mortimer B. Zuckerman

Chairman of the Board and Chief Executive Officer of Boston Properties, Inc.

General Partner of Boston Properties Limited Partnership

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The undersigned officer of Boston Properties, Inc., the sole general partner of Boston Properties Limited Partnership (the “Company”), hereby certifies to his knowledge that the Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2012 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, as amended, and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. This certification shall not be deemed “filed” for any purpose, nor shall it be deemed to be incorporated by reference into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934 regardless of any general incorporation language in such filing.

Date: November 8, 2012

/s/    MICHAEL E. LABELLE        

Michael E. LaBelle

Chief Financial Officer of Boston Properties, Inc.

General Partner of Boston Properties Limited Partnership

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Investments In Unconsolidated Joint Ventures (Balance Sheets Of Unconsolidated Joint Ventures) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012		Dec. 31, 2011
ASSETS
Real estate and development in process, net	$ 11,151,387		$ 10,355,546
LIABILITIES AND MEMBERS'/PARTNERS' EQUITY
Mortgage and notes payable	2,848,686		3,123,267
Other liabilities	309,004		293,515
Total liabilities and capital	14,759,264		14,392,026
Carrying value of the Company's investments in unconsolidated joint ventures	664,690		669,722
Unconsolidated Joint Ventures [Member]
ASSETS
Real estate and development in process, net	4,504,954		4,542,594
Other assets	657,141		668,113
Total assets	5,162,095		5,210,707
LIABILITIES AND MEMBERS'/PARTNERS' EQUITY
Mortgage and notes payable	3,026,898		2,988,894
Other liabilities	791,110		854,257
Members'/Partners' equity	1,344,087		1,367,556
Total liabilities and capital	5,162,095		5,210,707
Company's share of equity	793,166		799,479
Basis differentials	(128,476)	[1]	(129,757)	[1]
Carrying value of the Company's investments in unconsolidated joint ventures	$ 664,690		$ 669,722

[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.

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Noncontrolling Interests (Noncontrolling Interests- Property Partnerships) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Noncontrolling Interest [Line Items]
Beginning balance			$ (1,063)
Net income	458	86	1,461	1,118
Ending balance	(1,852)		(1,852)
Property Partnerships [Member]
Noncontrolling Interest [Line Items]
Beginning balance			(1,063)	(614)
Net income			1,461	1,118
Distributions			(2,250)	(1,500)
Ending balance	$ (1,852)	$ (996)	$ (1,852)	$ (996)

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Noncontrolling Interests (Narrative) (Detail)	Sep. 30, 2012
Noncontrolling Interests [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Operating Partnership (OP) Units	16,501,441
Long-Term Incentive Plan (LTIP) Units	1,600,324
Series Two Preferred Units	995,997
Convertible Operating Partnership (OP) Units	1,307,083
Series Four preferred units	1,221,527
OPP Units 2011[Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Outperformance awards in LTIP Units	400,000
OPP Units 2012 [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Outperformance awards in LTIP Units	400,000

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Partners' Capital (Detail) (USD $)	1 Months Ended				9 Months Ended
	Sep. 17, 2012	Jul. 31, 2012	Apr. 30, 2012	Jan. 27, 2012	Sep. 30, 2012	Sep. 30, 2011	Dec. 31, 2011
Class of Stock [Line Items]
General partnership units					1,689,580		1,662,715
Limited partnership units					149,166,657		146,444,896
At the market stock offering program, net proceeds					$ 247,186,000	$ 439,037,000
Shares of Common Stock upon the exercise of options to purchase Common Stock by certain employees					22,823
Shares of its Common Stock in connection with the redemption of an equal number of OP Units					365,688
Dividend paid on common stock		$ 0.55	$ 0.55	$ 0.55
Dividend declared on common stock	$ 0.55
Quarter 4 [Member]
Class of Stock [Line Items]
Dividend shareholder of record date					Dec. 31, 2011
Dividend payable date					Jan. 27, 2012
Quarter 1 [Member]
Class of Stock [Line Items]
Dividend shareholder of record date					Mar. 30, 2012
Dividend payable date					Apr. 30, 2012
Quarter 2 [Member]
Class of Stock [Line Items]
Dividend shareholder of record date					Jun. 29, 2012
Dividend payable date					Jul. 31, 2012
Quarter 3 [Member]
Class of Stock [Line Items]
Dividend shareholder of record date					Sep. 28, 2012
Dividends payable, date declared					Sep. 17, 2012
Dividend payable date					Oct. 31, 2012
ATM Program [Member]
Class of Stock [Line Items]
At the market stock offering program, aggregate value of common stock					600,000,000
At the market stock offering program, shares issued					2,347,500
At the market stock offering program, net proceeds					249,800,000
At the market stock offering program, net proceeds					247,200,000
At the market stock offering program remaining amount available for issuance					$ 305,300,000

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Unsecured Exchangeable Senior Notes (Narrative) (Detail) (USD $)	0 Months Ended		1 Months Ended	9 Months Ended
	Feb. 15, 2012	Feb. 16, 2012	Feb. 20, 2012	Sep. 30, 2012	Jan. 10, 2012
Amount paid for repurchase				225,000,000
2.875% Exchangeable Senior Notes [Member]
Coupon/Stated Rate					2.875%
Debt instrument repurchase date by company				Feb. 15, 2012
Put Right expiration date				Feb. 08, 2012
Notes redemption date				Feb. 20, 2012
Debt instrument in connection with redemption last day to exchange notes				Feb. 16, 2012
Debt instrument redemption price percentage of principal		100.00%	100.00%
Amount paid for repurchase	$ 242,735,000		$ 333,459,000

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Real Estate Activity During Nine Months Ended September 30, 2012 (Narrative) (Detail) (USD $)	3 Months Ended		9 Months Ended							9 Months Ended					7 Months Ended	9 Months Ended		6 Months Ended	9 Months Ended		1 Months Ended	9 Months Ended	1 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012 Series Four Preferred Units [Member]	Sep. 30, 2012 Bedford Business Park [Member]	May 17, 2012 Bedford Business Park [Member] sqft	May 17, 2012 Bedford Business Park [Member] Office/Technical Properties [Member] Property	May 17, 2012 Bedford Business Park [Member] Class A Office Properties [Member] Property	Sep. 30, 2012 Montvale Center [Member]	Jan. 31, 2012 Montvale Center [Member] sqft	Jan. 03, 2012 Two Patriots Park [Member] sqft	May 04, 2012 One Patriots Park [Member] sqft	Apr. 30, 2012 510 Madison Avenue [Member] sqft	Sep. 30, 2012 453 Ravendale Drive [Member]	Sep. 30, 2012 453 Ravendale Drive [Member]	Mar. 01, 2012 453 Ravendale Drive [Member] sqft	Sep. 30, 2012 100 Federal Street [Member] sqft	Sep. 30, 2012 100 Federal Street [Member] Floors sqft	Mar. 13, 2012 100 Federal Street [Member]	Aug. 29, 2012 680 Folsom Street [Member] sqft	Sep. 30, 2012 680 Folsom Street [Member]	Aug. 29, 2012 680 Folsom Street [Member] Series Four Preferred Units [Member]	Aug. 29, 2012 690 Folsom Street [Member] Floors sqft
Real Estate Properties [Line Items]
Acquisition date																Mar. 01, 2012			Mar. 13, 2012		Aug. 29, 2012
Acquisition aggregate purchase price																	$ 6,700,000			$ 615,000,000
Net rentable area							470,000				123,000	256,000	268,000	356,000			30,000	1,264,000	1,264,000		522,000			22,000
Square footage of signed lease																			735,000
Number of floors in building																			37					2
Total revenues	470,904,000	449,703,000	1,389,028,000	1,298,852,000											300,000			36,500,000
Operating income	164,866,000	165,886,000	486,691,000	460,953,000											100,000			6,300,000
Percentage of project pre-leased																					85.00%
Estimated project cost																					340,000,000
Consideration paid																					62,200,000
Series Four Preferred Units																					1,588,100
Liquidation preference					$ 50.00																		$ 50.00
Quarterly distributions					$ 0.25																		$ 0.25
Series Four Preferred Units annual dividend payable rate					2.00%																		2.00%
Construction loan Facility Borrowing Capacity																					170,000,000
Construction loan facility borrowing capacity amount outstanding																						0
Debt default, accrued interest rate										9.93%
Amount of debt extinguished										25,000,000
Maturity Date										Jun. 06, 2012												May 30, 2015
Gain on forgiveness of debt from discontinued operations			18,361,000							18,400,000
Disposition price						62,800,000
Net cash proceeds from sale of real estate properties			61,963,000			62,000,000
Gain on sale of real estate properties			$ 38,445,000			$ 38,445,000
Number of real estate properties								2	1

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Stock Option And Incentive Plan (Narrative) (Detail) (USD $)	9 Months Ended	0 Months Ended	9 Months Ended		1 Months Ended		9 Months Ended										0 Months Ended
	Sep. 30, 2012	Feb. 13, 2012 Executive Vice President [Member] M Y	Sep. 30, 2012 Executive Vice President [Member]	Feb. 13, 2012 2011 Outperformance Award [Member] Executive Vice President [Member]	Feb. 07, 2012 OPP Units 2012 [Member] D	Jan. 25, 2012 OPP Units 2012 [Member] Y	Sep. 30, 2012 OPP Units 2012 [Member] D Y	Sep. 30, 2012 OPP Units 2012 [Member] OPP Awards Vesting 2015 [Member]	Sep. 30, 2012 OPP Units 2012 [Member] OPP Awards Vesting 2016 [Member]	Sep. 30, 2012 OPP Units 2012 [Member] Opp Awards Vesting 2017 [Member]	Sep. 30, 2012 TRS Component Sliding Scale One [Member] Y	Sep. 30, 2012 TRS Component Sliding Scale Two [Member]	Sep. 30, 2012 TRS Component Sliding Scale Three [Member] Y	Sep. 30, 2012 TRS Component Sliding Scale Three [Member] Minimum [Member]	Sep. 30, 2012 TRS Component Sliding Scale Three [Member] Maximum [Member]	Sep. 30, 2012 TRS Component Hypothetical Situation [Member] Y	May 15, 2012 2012 Stock Option And Incentive Plan [Member] Y
Stock Option And Incentive Plan And Stock Purchase Plan [Line Items]
TRS measurement, years						3					3		3			3
Award additional vesting period, years						2
Trading days prior to and including February 7, 2012					5
Measurement Period For Outperformance Awards							February 7, 2012 to February 6, 2015
Start of the measurement period							Feb. 07, 2012
End of the measurement period							Feb. 06, 2015
Average closing price of common stock for five trading days prior and including February 7, 2012					$ 106.69
Aggregate rewards of OPP awards, maximum cap							$ 40,000,000
Excess total return above a cumulative absolute TRS hurdle							2.00%
Cumulative absolute TRS hurdle							24.00%				24.00%			0.00%	24.00%	18.00%
Cumulative absolute TRS hurdle,annum							8.00%					0.00%				6.00%
Measurement period for cumulative absolute TRS hurdle (years)							3
Excess or deficient total return of relative TRS hurdle equal to total return of REIT Index							2.00%
Percentage of the potential relative TRS component earned if the Company's TRS is equal to or greater than a cumulative 24% over three years											100.00%
Percentage earned if the Company's TRS is 0%												0.00%
Percentage calculated by linear interpolation earned if the company's cumulative TRS over three years is between 0% and 24%, minimum													0.00%
Percentage calculated by linear interpolation earned if the company's cumulative TRS over three years is between 0% and 24%, maximum													100.00%
Potential relative TRS component proration percentage																75.00%
Vesting Percentage								25.00%	25.00%	50.00%
Vesting Date								Feb. 07, 2015	Feb. 07, 2016	Feb. 07, 2017
Performance measurement period, days							15
Distributions percent before measurement date							10.00%
LTIP And Common Units Equivalency Ratio	One-for-one
Cash payment related to resignation		1,533,333
Cash bonus for 2011 as part of resignation agreement		950,000
Consulting period, months		2
Consulting fee, per month		20,000
Accelerated share vesting with respect to LTIP units		23,502
Common shares received due to accelerated share vesting with respect to stock options		4,464
Accelerated share vesting with respect to common stock		5,117
Common stock exercise price per share for stock options		$ 92.71
Common stock exercise price per share for common stock		$ 104.47
Percentage of outperformance award retained				36.00%
Non-compete agreement, years		1
Expense recognized upon resignation			$ 4,500,000
Maximum number of shares of common stock, Authorized shares																	13,000,000
Other than stock options awards conversion ratio																	2.32
Stock option awards conversion ratio																	1.0
Stock option and incentive plan term period																	10

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Unsecured Senior Notes (Tables)

9 Months Ended

Sep. 30, 2012

Schedule Of Unsecured Senior Notes

	Coupon/ Stated Rate			Effective Rate(1)			Principal Amount			Maturity Date(2)
12 Year Unsecured Senior Notes		5.625	%		5.693	%	$	300,000		April 15, 2015
12 Year Unsecured Senior Notes		5.000	%		5.194	%		250,000		June 1, 2015
10 Year Unsecured Senior Notes		5.875	%		5.967	%		700,000		October 15, 2019
10 Year Unsecured Senior Notes		5.625	%		5.708	%		700,000		November 15, 2020
10 Year Unsecured Senior Notes		4.125	%		4.289	%		850,000		May 15, 2021
7 Year Unsecured Senior Notes		3.700	%		3.853	%		850,000		November 15, 2018
11 Year Unsecured Senior Notes		3.850	%		3.954	%		1,000,000		February 1, 2023
Total principal								4,650,000
Net unamortized discount								(10,783	)
Total							$	4,639,217

(1) Yield on issuance date including the effects of discounts on the notes.

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

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Noncontrolling Interests (Redeemable Preferred Units) (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Beginning balance			$ 145,484	$ 125,765
Issuance of redeemable preferred units (Series Four Preferred Units)			79,405
Net income	874	832	2,440	2,497
Distributions			(2,440)	(2,497)
Redemption of redeemable preferred units (Series Four Preferred Units)			(18,329)
Reallocation of partnership interest			(908)	4,382
Ending balance	$ 205,652	$ 130,147	$ 205,652	$ 130,147
Series Two Preferred Units [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Units converted			117,047
OP Units [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Units converted			153,605

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Mortgage Notes Payable (Narrative) (Detail) (USD $)	3 Months Ended	9 Months Ended				9 Months Ended		9 Months Ended		9 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012 680 Folsom Street [Member] OptionPlan Y	Aug. 29, 2012 680 Folsom Street [Member]	Sep. 30, 2012 Bay Colony Corporate Center [Member]	Mar. 12, 2012 Bay Colony Corporate Center [Member]	Sep. 30, 2012 One Freedom Square [Member]	Apr. 02, 2012 One Freedom Square [Member]	Sep. 30, 2012 Sumner Square [Member]	Sep. 04, 2012 Sumner Square [Member]	Sep. 30, 2012 Montvale Center [Member]
Mortgage Notes Payable [Line Items]
Debt default, accrued interest rate												9.93%
Amount of debt extinguished												$ 25,000,000
Maturity Date				May 30, 2015		Jun. 11, 2012		Jun. 30, 2012		Sep. 01, 2013		Jun. 06, 2012
Gain on forgiveness of debt from discontinued operations		18,361,000										18,400,000
Repayments of mortgage notes payable		248,304,000	1,196,074,000			143,900,000		65,100,000		23,200,000
Interest at a fixed rate							6.53%		7.75%		7.35%
Penalty for early repayment of debt						0		0		200,000
Gains (losses) on early extinguishments of debt	(5,494,000)	(4,453,000)				900,000		300,000		(300,000)
Construction loan Facility Borrowing Capacity					170,000,000
Debt instrument basis spread on variable rate					3.70%
Number of extension options				2
Mortgage loan extension option (years)				1
No borrowings outstanding				0
Description of variable rate basis				LIBOR index rate at a maximum of 3.00% per annum
Derivative maturity date				May 30, 2015
LIBOR index rate				3.00%
Interest rate derivative, notional amount				$ 170,000,000

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Real Estate Activity During Nine Months Ended September 30, 2012 (Summary Of Discontinued Operations Related To Montvale And Bedford Office Park) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total revenue	$ 470,904	$ 449,703	$ 1,389,028	$ 1,298,852
Expenses
Depreciation and amortization	109,316	106,618	325,804	321,359
Total expenses	306,038	283,817	902,337	837,899
Operating income	164,866	165,886	486,691	460,953
Other expense
Interest expense	(105,030)	(95,117)	(308,168)	(288,225)
Income (loss) from discontinued operations attributable to Boston Properties Limited Partnership		20	884	(60)
Gain on sale of real estate from discontinued operations attributable to Boston Properties Limited Partnership			38,445
Gain on forgiveness of debt from discontinued operations attributable to Boston Properties Limited Partnership			18,361
Montvale Center and Bedford Business Park [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Total revenue		2,710	3,748	7,887
Expenses
Operating		1,209	1,602	3,531
Depreciation and amortization		821	1,040	2,477
Total expenses		2,030	2,642	6,008
Operating income		680	1,106	1,879
Other expense
Interest expense		(660)	(222)	(1,939)
Income (loss) from discontinued operations attributable to Boston Properties Limited Partnership		20	884	(60)
Gain on sale of real estate from discontinued operations attributable to Boston Properties Limited Partnership			38,445
Gain on forgiveness of debt from discontinued operations attributable to Boston Properties Limited Partnership			$ 18,361

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Noncontrolling Interests (Noncontrolling Interests-Redeemable Common Units) (Detail) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Noncontrolling Interest [Line Items]
Conversion of redeemable partnership units	$ (908)	$ 4,382
Noncontrolling Interests [Member]
Noncontrolling Interest [Line Items]
Beginning Balance	1,809,119	1,801,592
Contributions	24,653	23,379
Net income	29,485	23,409
Distributions	(30,100)	(29,120)
Conversion of redeemable partnership units	(11,236)	(71,181)
Unearned compensation	(4,832)	(6,012)
Accumulated other comprehensive loss	208	227
Adjustment to reflect redeemable partnership units at redemption value	184,939	(79,674)
Ending Balance	$ 2,002,236	$ 1,662,620

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Subsequent Events (Detail) (USD $) In Millions, except Per Share data, unless otherwise specified	1 Months Ended			1 Months Ended			1 Months Ended	0 Months Ended
	Sep. 17, 2012	Nov. 08, 2012 Subsequent Event [Member]	Oct. 01, 2012 500 North Capitol Street, NW [Member] Subsequent Event [Member] sqft	Oct. 04, 2012 Fountain Square [Member] Subsequent Event [Member] sqft	Oct. 04, 2012 Fountain Square [Member] Subsequent Event [Member] Class A Office Properties [Member] sqft	Oct. 04, 2012 Fountain Square [Member] Subsequent Event [Member] Retail Properties [Member] sqft	Oct. 19, 2012 Pursuit of Transbay Tower [Member] Subsequent Event [Member] Floors sqft	Oct. 29, 2012 One Sixty Four Lexington Road [Member] Subsequent Event [Member] sqft
Ownership percentage			30.00%
Net rentable area			232,000	764,000	522,000	242,000		64,000
Acquisition aggregate purchase price				$ 385.0			$ 190.0
Mortgage loan on acquisition of property				211.3
Company's joint venture ownership percentage				50.00%			50.00%
Partner's joint venture ownership percentage				50.00%
Interest on mortgage loan paid in cash				87.0
Mortgage loan interest rate				5.71%
Mortgage loan maturity date				Oct. 11, 2016
Partner's interest acquisition price				102.0
Fixed price option rights expiry date				Jan. 31, 2016
Number of floors of real estate							61
Area of real estate property							1,400,000
Sale of property, agreement price								$ 3.2
Common stock dividend declared	$ 0.55	$ 0.65
Dividends payable date		Jan. 29, 2013
Dividends record date		Dec. 31, 2012

XML

Commitments And Contingencies (Narrative) (Detail) (USD $)	9 Months Ended
	Sep. 30, 2012
Commitments And Contingencies Disclosure [Line Items]
Letter of credit and performance obligations	$ 12,900,000
Property insurance program per occurrence limits	1,000,000,000
Per occurrence limit for NBCR Coverage	1,000,000,000
Value of program trigger	100,000,000
Coinsurance of program trigger	15.00%
Deductible in insurance as a percentage of the value of the affected property, San Francisco	5.00%
Per occurrence limit of the earthquake insurance which covers San Francisco region	120,000,000
Annual aggregate limit of the earthquake insurance which covers San Francisco region	120,000,000
Amount of earthquake insurance provided by IXP,LLC as direct insurer San Francisco	20,000,000
Annual aggregate limit of the earthquake insurance which covers San Francisco region	20,000,000
Operating partnership guarantee to cover liabilities of IXP	20,000,000
601 Lexington Avenue [Member]
Commitments And Contingencies Disclosure [Line Items]
Coverage for acts of Terrorism certified under TRIA in excess of amount provided by NYXP, LLC, as a direct insurer	250,000,000
767 Venture, LLC [Member]
Commitments And Contingencies Disclosure [Line Items]
Maximum funding obligation	9,800,000
Property insurance program per occurrence limits	1,625,000,000
Coverage for acts of Terrorism certified under TRIA in excess of amount provided by NYXP, LLC, as a direct insurer	1,375,000,000
Terrorism Coverage	250,000,000
John Hancock Tower Property [Member]
Commitments And Contingencies Disclosure [Line Items]
Maximum funding obligation	$ 800,000
Mortgage financing maturity date	Jan. 06, 2017

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Basis Of Presentation And Summary Of Significant Accounting Policies

9 Months Ended

Sep. 30, 2012

Basis Of Presentation And Summary Of Significant Accounting Policies

2. Basis of Presentation and Summary of Significant Accounting Policies

Boston Properties, Inc. does not have any other significant assets, liabilities or operations, other than its investment in the Company, nor does it have employees of its own. The Company, not Boston Properties, Inc., executes all significant business relationships. All majority-owned subsidiaries and affiliates over which the Company has financial and operating control and variable interest entities (“VIE”s) in which the Company has determined it is the primary beneficiary are included in the consolidated financial statements. All significant intercompany balances and transactions have been eliminated in consolidation. The Company accounts for all other unconsolidated joint ventures using the equity method of accounting. Accordingly, the Company’s share of the earnings of these joint ventures and companies is included in consolidated net income.

The accompanying interim financial statements are unaudited; however, the financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and in conjunction with the rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the disclosures required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (consisting solely of normal recurring matters) necessary for a fair statement of the financial statements for these interim periods have been included. The results of operations for the interim periods are not necessarily indicative of the results to be obtained for other interim periods or for the full fiscal year. The year-end consolidated balance sheet data was derived from audited financial statements, but does not include all disclosure required by accounting principles generally accepted in the United States of America. These financial statements should be read in conjunction with the Company’s financial statements and notes thereto contained in the Company’s Annual Report in the Company’s Form 10-K for its fiscal year ended December 31, 2011. Certain prior year amounts have been reclassified to conform to the current year presentation.

The Company follows the authoritative guidance for fair value measurements when valuing its financial instruments for disclosure purposes. The Company determines the fair value of its unsecured senior notes and unsecured exchangeable senior notes using market prices. The inputs used in determining the fair value of the Company’s unsecured senior notes and unsecured exchangeable senior notes is categorized at a level 1 basis (as defined in the accounting standards for Fair Value Measurements and Disclosures) due to the fact that the Company uses quoted market rates to value these instruments. However, the inputs used in determining the fair value could be categorized at a level 2 basis if trading volumes are low. The Company determines the fair value of its mortgage notes payable using discounted cash flow analyses by discounting the spread between the future contractual interest payments and hypothetical future interest payments on mortgage debt based on current market rates for similar securities. In determining the current market rates, the Company adds its estimates of market spreads to the quoted yields on federal government treasury securities with similar maturity dates to its debt. The inputs used in determining the fair value of the Company’s mortgage notes payable are categorized at a level 3 basis (as defined in the accounting standards for Fair Value Measurements and Disclosures) due to the fact that the Company considers the rates used in the valuation techniques to be unobservable inputs.

Because the Company’s valuations of its financial instruments are based on these types of estimates, the actual fair values of its financial instruments may differ materially if the Company’s estimates do not prove to be accurate. The following table presents the aggregate carrying value of the Company’s indebtedness and the Company’s corresponding estimate of fair value as of September 30, 2012 and December 31, 2011 (in thousands):

	September 30, 2012					December 31, 2011
	Carrying Amount			Estimated Fair Value		Carrying Amount			Estimated Fair Value
Mortgage notes payable	$	2,848,686		$	2,968,017	$	3,123,267		$	3,297,903
Unsecured senior notes		4,639,217			5,163,293		3,865,186			4,148,461
Unsecured exchangeable senior notes		1,162,955	(1)		1,325,431		1,715,685	(1)		1,904,115
Total	$	8,650,858		$	9,456,741	$	8,704,138		$	9,350,479

(1) Includes the net impact of Accounting Standards Codification (“ASC”) ASC 470-20 totaling approximately $32.5 million and $54.5 million at September 30, 2012 and December 31, 2011, respectively.

Out-of-Period Adjustment

During the nine months ended September 30, 2012, the Company recorded additional real estate operating expenses totaling approximately $3.2 million related to the cumulative non-cash straight-line adjustment to the ground rent expense of certain ground leases that were not previously recognized on a straight-line basis. This resulted in the overstatement of real estate operating expenses by approximately $3.2 million during the nine months ended September 30, 2012 and in the understatement of real estate operating expenses in the aggregate amount of approximately $3.2 million in previous periods. Because this adjustment was not material to the prior years’ consolidated financial statements and the impact of recording the adjustment in the current period is not material to the Company’s consolidated financial statements, the Company recorded the related adjustment during the nine months ended September 30, 2012.

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Unsecured Senior Notes (Schedule Of Unsecured Senior Notes) (Detail) (USD $) In Thousands, unless otherwise specified			9 Months Ended
	Sep. 30, 2012	Dec. 31, 2011	Sep. 30, 2012 12 Year Unsecured Senior Notes, 5.693% [Member]		Sep. 30, 2012 12 Year Unsecured Senior Notes, 5.194% [Member]		Sep. 30, 2012 10 Year Unsecured Senior Notes, 5.967% [Member]		Sep. 30, 2012 10 Year Unsecured Senior Notes, 5.708% [Member]		Sep. 30, 2012 10 Year Unsecured Senior Notes, 4.289% [Member]		Sep. 30, 2012 7 Year Unsecured Senior Notes, 3.853% [Member]		Sep. 30, 2012 11 Year Unsecured Senior Notes, 3.954% [Member]		Sep. 30, 2012 Senior Notes [Member]
Debt [Line Items]
Coupon/Stated Rate			5.625%		5.00%		5.875%		5.625%		4.125%		3.70%		3.85%
Effective Rate			5.693%	[1]	5.194%	[1]	5.967%	[1]	5.708%	[1]	4.289%	[1]	3.853%	[1]	3.954%	[1]
Principal Amount	$ 1,197,500		$ 300,000		$ 250,000		$ 700,000		$ 700,000		$ 850,000		$ 850,000		$ 1,000,000		$ 4,650,000
Net unamortized discount	(2,012)	(3,462)															(10,783)
Unsecured senior notes	$ 4,639,217	$ 3,865,186
Maturity Date			Apr. 15, 2015	[2]	Jun. 01, 2015	[2]	Oct. 15, 2019	[2]	Nov. 15, 2020	[2]	May 15, 2021	[2]	Nov. 15, 2018	[2]	Feb. 01, 2023	[2]

[1] Yield on issuance date including the effects of discounts on the notes.

[2] No principal amounts are due prior to maturity.

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Segment Information (Tables)

9 Months Ended

Sep. 30, 2012

Schedule Of Segment Information By Geographic Area And Property Type

	Boston			New York			Princeton			San Francisco			Washington, DC			Total
Rental Revenue:
Class A Office	$	161,479		$	120,270		$	15,234		$	54,137		$	87,119		$	438,239
Office/Technical		5,539			—			—			148			4,099			9,786
Residential		995			—			—			—			4,501			5,496
Hotel		9,359			—			—			—			—			9,359
Total		177,372			120,270			15,234			54,285			95,719			462,880
% of Grand Totals		38.32	%		25.98	%		3.29	%		11.73	%		20.68	%		100.0	%
Rental Expenses:
Class A Office		65,261			41,088			7,185			21,684			28,116			163,334
Office/Technical		1,758			—			—			52			941			2,751
Residential		490			—			—			—			2,364			2,854
Hotel		6,886			—			—			—			—			6,886
Total		74,395			41,088			7,185			21,736			31,421			175,825
% of Grand Totals		42.31	%		23.37	%		4.09	%		12.36	%		17.87	%		100.0	%
Net operating income	$	102,977		$	79,182		$	8,049		$	32,549		$	64,298		$	287,055
% of Grand Totals		35.87	%		27.59	%		2.80	%		11.34	%		22.40	%		100.0	%

For the three months ended September 30, 2011:

	Boston			New York			Princeton			San Francisco			Washington, DC			Total
Rental Revenue:
Class A Office	$	141,024		$	115,284		$	15,495		$	53,978		$	94,551		$	420,332
Office/Technical		6,460			—			—			—			4,235			10,695
Residential		284			—			—			—			2,169			2,453
Hotel		8,045			—			—			—			—			8,045
Total		155,813			115,284			15,495			53,978			100,955			441,525
% of Grand Totals		35.29	%		26.11	%		3.51	%		12.23	%		22.86	%		100.0	%
Rental Expenses:
Class A Office		55,308			39,331			7,189			20,788			25,758			148,374
Office/Technical		1,876			—			—			—			1,108			2,984
Residential		270			—			—			—			2,148			2,418
Hotel		6,032			—			—			—			—			6,032
Total		63,486			39,331			7,189			20,788			29,014			159,808
% of Grand Totals		39.73	%		24.61	%		4.50	%		13.01	%		18.15	%		100.0	%
Net operating income	$	92,327		$	75,953		$	8,306		$	33,190		$	71,941		$	281,717
% of Grand Totals		32.77	%		26.96	%		2.95	%		11.78	%		25.54	%		100.0	%

For the nine months ended September 30, 2012:

	Boston			New York			Princeton			San Francisco			Washington, DC			Total
Rental Revenue:
Class A Office	$	460,127		$	360,515		$	45,701		$	159,984		$	266,259		$	1,292,586
Office/Technical		16,882			—			—			344			12,245			29,471
Residential		2,891			—			—			—			12,122			15,013
Hotel		26,224			—			—			—			—			26,224
Total		506,124			360,515			45,701			160,328			290,626			1,363,294
% of Grand Totals		37.13	%		26.44	%		3.35	%		11.76	%		21.32	%		100.0	%
Rental Expenses:
Class A Office		183,601			118,531			22,234			62,892			83,861			471,119
Office/Technical		4,910			—			—			114			2,952			7,976
Residential		1,247			—			—			—			6,896			8,143
Hotel		19,601			—			—			—			—			19,601
Total		209,359			118,531			22,234			63,006			93,709			506,839
% of Grand Totals		41.31	%		23.38	%		4.39	%		12.43	%		18.49	%		100.0	%
Net operating income	$	296,765		$	241,984		$	23,467		$	97,322		$	196,917		$	856,455
% of Grand Totals		34.65	%		28.26	%		2.74	%		11.36	%		22.99	%		100.0	%

For the nine months ended September 30, 2011:

	Boston			New York			Princeton			San Francisco			Washington, DC			Total
Rental Revenue:
Class A Office	$	403,325		$	341,698		$	47,585		$	161,039		$	263,346		$	1,216,993
Office/Technical		19,057			—			—			—			12,177			31,234
Residential		284			—			—			—			2,745			3,029
Hotel		22,897			—			—			—			—			22,897
Total		445,563			341,698			47,585			161,039			278,268			1,274,153
% of Grand Totals		34.97	%		26.82	%		3.73	%		12.64	%		21.84	%		100.0	%
Rental Expenses:
Class A Office		153,849			114,423			22,591			60,241			73,291			424,395
Office/Technical		5,522			—			—			—			3,242			8,764
Residential		270			—			—			—			2,871			3,141
Hotel		18,052			—			—			—			—			18,052
Total		177,693			114,423			22,591			60,241			79,404			454,352
% of Grand Totals		39.11	%		25.18	%		4.97	%		13.26	%		17.48	%		100.0	%
Net operating income	$	267,870		$	227,275		$	24,994		$	100,798		$	198,864		$	819,801
% of Grand Totals		32.67	%		27.72	%		3.05	%		12.30	%		24.26	%		100.0	%

Schedule Of Reconciliation Of Net Operating Income To Net Income

	Three months ended September 30,					Nine months ended September 30,
	2012		2011			2012		2011
Net Operating Income	$	287,055	$	281,717		$	856,455	$	819,801
Add:
Development and management services income		8,024		8,178			25,734		24,699
Income from unconsolidated joint ventures		9,217		11,326			42,129		28,184
Interest and other income		4,001		1,252			8,029		4,179
Gains (losses) from investments in securities		587		(860	)		1,202		(481	)
Income (loss) from discontinued operations		—		20			884		(60	)
Gain on sale of real estate from discontinued operations		—		—			38,445		—
Gain on forgiveness of debt from discontinued operations		—		—			18,361		—
Less:
General and administrative expense		19,757		16,917			66,442		60,281
Transaction costs		1,140		474			3,252		1,907
Depreciation and amortization expense		109,316		106,618			325,804		321,359
Interest expense		105,030		95,117			308,168		288,225
Losses from early extinguishments of debt		5,494		—			4,453		—
Noncontrolling interest in property partnerships		458		86			1,461		1,118
Noncontrolling interest—redeemable preferred units		874		832			2,440		2,497
Net income attributable to Boston Properties Limited Partnership	$	66,815	$	81,589		$	279,219	$	200,935

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Earnings Per Common Unit (Tables)

9 Months Ended

Sep. 30, 2012

Computation Of Basic And Diluted Earnings Per Common Unit

	For the Three Months Ended September 30, 2012
	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	$	66,815		168,461	$	0.40
Discontinued operations attributable to Boston Properties Limited Partnership		—		—		—
Net income attributable to Boston Properties Limited Partnership	$	66,815		168,461	$	0.40
Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes		—		1,182		(0.01	)
Diluted Earnings:
Net income	$	66,815		169,643	$	0.39

	For the Three Months Ended September 30, 2011
	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	$	81,569		165,219	$	0.49
Discontinued operations attributable to Boston Properties Limited Partnership		20		—		—
Net income attributable to Boston Properties Limited Partnership	$	81,589		165,219	$	0.49
Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes		—		616		—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership	$	81,589		165,835	$	0.49

	For the Nine Months Ended September 30, 2012
	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	$	221,529		167,517	$	1.32
Discontinued operations attributable to Boston Properties Limited Partnership		57,690		—		0.35
Net income attributable to Boston Properties Limited Partnership	$	279,219		167,517	$	1.67
Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes		—		655		(0.01	)
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership	$	279,219		168,172	$	1.66

	For the Nine Months Ended September 30, 2011
	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	$	200,995			164,122	$	1.22
Discontinued operations attributable to Boston Properties Limited Partnership		(60	)		—		—
Net income attributable to Boston Properties Limited Partnership	$	200,935			164,122	$	1.22
Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes		—			619		—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership	$	200,935			164,741	$	1.22

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Earnings Per Common Unit (Computation Of Basic And Diluted Earnings Per Common Unit) (Detail) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Redeemable common units	17,660,000	18,213,000	17,694,000	19,116,000
Income from continuing operations attributable to Boston Properties Limited Partnership	$ 66,815	$ 81,569	$ 221,529	$ 200,995
Discontinued operations attributable to Boston Properties Limited Partnership		20	57,690	(60)
Net income attributable to Boston Properties Limited Partnership	66,815	81,589	279,219	200,935
Stock Based Compensation and Exchangeable Senior Notes
Diluted Earnings: Net income attributable to Boston Properties Limited Partnership	$ 66,815	$ 81,589	$ 279,219	$ 200,935
Net income attributable to Boston Properties Limited Partnership	168,461,000	165,219,000	167,517,000	164,122,000
Stock Based Compensation and Exchangeable Senior Notes	1,182,000	616,000	655,000	619,000
Diluted Earnings: Net income attributable to Boston Properties Limited Partnership	169,643,000	165,835,000	168,172,000	164,741,000
Income from continuing operations attributable to Boston Properties Limited Partnership	$ 0.40	$ 0.49	$ 1.32	$ 1.22
Discontinued operations attributable to Boston Properties Limited Partnership			$ 0.35
Net income attributable to Boston Properties Limited Partnership	$ 0.40	$ 0.49	$ 1.67	$ 1.22
Stock Based Compensation and Exchangeable Senior Notes	$ (0.01)		$ (0.01)
Net income	$ 0.39	$ 0.49	$ 1.66	$ 1.22

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Unsecured Senior Notes (Narrative) (Detail) (USD $)	3 Months Ended	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2012
Proceeds from unsecured senior notes		$ 997,790,000
Amount paid for repurchase		225,000,000
Gains (losses) on early extinguishments of debt	(5,494,000)	(4,453,000)
11 Year Unsecured Senior Notes, 3.954% [Member]
Public offering date		Jun. 11, 2012
Aggregate principal amount	1,000,000,000	1,000,000,000
Interest at a fixed rate	3.85%	3.85%
Note price, percentage of principal amount		99.779%
Effective interest rate	3.954%	3.954%
Maturity Date		Feb. 01, 2023
Proceeds from unsecured senior notes		989,400,000
Senior Notes [Member]
Maximum leverage ratio		60.00%
Maximum secured debt leverage ratio		50.00%
Minimum interest coverage ratio		1.50
Minimum unencumbered asset value percentage of unsecured debt		150.00%
6.25% Senior Notes [Member]
Interest at a fixed rate	6.25%	6.25%
Redemption date		Aug. 24, 2012
Debt instrument repurchased	225,000,000	225,000,000
Amount paid for repurchase		231,600,000
Accrued and unpaid interest to, but not including, the redemption date		1,500,000
Redemption price		102.25%
Gains (losses) on early extinguishments of debt		(5,200,000)
Payment of redemption premium		$ 5,100,000

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Organization (Narrative) (Detail) (USD $)	9 Months Ended
	Sep. 30, 2012 Y acre Vehicle sqft	Sep. 30, 2011
Real Estate Properties [Line Items]
General and limited partnership interest in the operating partnership	88.60%	88.00%
Restriction on redemption of OP units from date of issuance (years)	1
One OP unit is equivalent to one share of Common Stock	1
Number of series of preferred units outstanding	2
OP unit conversion rate	1
Number of Vehicles in structured parking	44,703
Area of parking in square feet	15,200,000
Area of undeveloped land parcels owned in acres	510.7
Value-added fund institutional investors	2
Series Four Preferred Units [Member]
Real Estate Properties [Line Items]
Liquidation preference	50.00
Liquidation preference percentage	2.00%
Distributions to Series Four Preferred Units	0.25
Series Two Preferred Units [Member]
Real Estate Properties [Line Items]
Liquidation preference	50.00
OP Units for each preferred unit	1.312336
Hotel Property [Member]
Real Estate Properties [Line Items]
Number of real estate properties	1
Retail Properties [Member]
Real Estate Properties [Line Items]
Number of real estate properties	3
Residential Properties [Member]
Real Estate Properties [Line Items]
Number of real estate properties	3
Residential Properties Under Construction [Member]
Real Estate Properties [Line Items]
Number of real estate properties	1
Commercial Real Estate Properties [Member]
Real Estate Properties [Line Items]
Number of real estate properties	152
Net rentable area	43,400,000
Total Properties Under Construction [Member]
Real Estate Properties [Line Items]
Number of real estate properties	8
Net rentable area	2,700,000
Total Office Properties [Member]
Real Estate Properties [Line Items]
Number of real estate properties	145
Class A Office Properties [Member]
Real Estate Properties [Line Items]
Number of real estate properties	128
Office Properties Under Construction [Member]
Real Estate Properties [Line Items]
Number of real estate properties	7
Office/Technical Properties [Member]
Real Estate Properties [Line Items]
Number of real estate properties	17
Investments Through Value-Added Fund [Member]
Real Estate Properties [Line Items]
Number of real estate properties	23

XML

Basis Of Presentation And Summary Of Significant Accounting Policies (Carrying Value Of Indebtedness And Corresponding Estimate Of Fair Value) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012		Dec. 31, 2011
Summary Of Significant Accounting Policies [Line Items]
Mortgage notes payable	$ 2,848,686		$ 3,123,267
Unsecured senior notes	4,639,217		3,865,186
Unsecured exchangeable senior notes	1,162,955		1,715,685
Net of the adjustment for the equity component allocation	32,533
Carrying Amount [Member]
Summary Of Significant Accounting Policies [Line Items]
Mortgage notes payable	2,848,686		3,123,267
Unsecured senior notes	4,639,217		3,865,186
Unsecured exchangeable senior notes	1,162,955	[1]	1,715,685	[1]
Total	8,650,858		8,704,138
Estimated Fair Value [Member]
Summary Of Significant Accounting Policies [Line Items]
Mortgage notes payable	2,968,017		3,297,903
Unsecured senior notes	5,163,293		4,148,461
Unsecured exchangeable senior notes	1,325,431		1,904,115
Total	9,456,741		9,350,479
ASC 470-20 Adjustment [Member]
Summary Of Significant Accounting Policies [Line Items]
Net of the adjustment for the equity component allocation	$ 32,500		$ 54,500

[1] Includes the net impact of Accounting Standards Codification ("ASC") ASC 470-20 totaling approximately $32.5 million and $54.5 million at September 30, 2012 and December 31, 2011, respectively.

XML

Organization

9 Months Ended

Sep. 30, 2012

Organization

1. Organization

Boston Properties Limited Partnership (the “Company”), a Delaware limited partnership, is the entity through which Boston Properties, Inc., a self-administered and self-managed real estate investment trust (“REIT”), conducts substantially all of its business and owns (either directly or through subsidiaries) substantially all of its assets. Boston Properties, Inc. is the sole general partner of the Company and at September 30, 2012 owned an approximate 88.6% (88.0% at September 30, 2011) general and limited partnership interest in the Company. Partnership interests in the Company are denominated as “common units of partnership interest” (also referred to as “OP Units”), “long term incentive units of partnership interest” (also referred to as “LTIP Units”) or “preferred units of partnership interest” (also referred to as “Preferred Units”). In addition, in February 2008, February 2011 and February 2012, the Company issued LTIP Units in connection with the granting to employees of outperformance awards (also referred to as “2008 OPP Units,” “2011 OPP Units” and “2012 OPP Units,” respectively, and collectively as “OPP Units”). Because the rights, preferences and privileges of OPP Units differ from other LTIP Units granted to employees as part of the annual compensation process, unless specifically noted otherwise, all references to LTIP Units exclude OPP Units. On February 5, 2011, the measurement period for the Company’s 2008 OPP Unit awards expired and Boston Properties, Inc.’s total return to shareholders was not sufficient for employees to earn and therefore become eligible to vest in any of the 2008 OPP Unit awards. Accordingly, all 2008 OPP Unit awards were automatically forfeited (See Notes 9 and 12).

Unless specifically noted otherwise, all references to OP Units exclude units held by Boston Properties, Inc. A holder of an OP Unit may present such OP Unit to the Company for redemption at any time (subject to restrictions agreed upon at the time of issuance of OP Units to particular holders that may restrict such redemption right for a period of time, generally one year from issuance). Upon presentation of an OP Unit for redemption, the Company is obligated to redeem such OP Unit for cash equal to the value of a share of common stock of Boston Properties, Inc. (“Common Stock”) at such time. In lieu of a cash redemption, Boston Properties, Inc. may elect to acquire such OP Unit for one share of Common Stock. Because the number of shares of Common Stock outstanding at all times equals the number of OP Units that Boston Properties, Inc. owns, one share of Common Stock is generally the economic equivalent of one OP Unit, and the quarterly distribution that may be paid to the holder of an OP Unit equals the quarterly dividend that may be paid to the holder of a share of Common Stock. An LTIP Unit is generally the economic equivalent of a share of restricted common stock of Boston Properties, Inc. LTIP Units, whether vested or not, will receive the same quarterly per unit distributions as OP Units, which equal per share dividends on Common Stock (See Note 12).

At September 30, 2012, there were two series of Preferred Units outstanding (i.e., Series Two Preferred Units and Series Four Preferred Units). The Series Two Preferred Units bear a distribution that is set in accordance with an amendment to the partnership agreement of the Company. Each Series Two Preferred Unit may also be converted into approximately 1.312336 OP Units or redeemed for $50.00 of cash at the election of the holder thereof or the Company in accordance with the terms and conditions set forth in the applicable amendment to the partnership agreement. The Series Four Preferred Units are not convertible into or exchangeable for any common equity of the Company or Boston Properties, Inc., have a per unit liquidation preference of $50.00 and are entitled to receive quarterly distributions of $0.25 per unit (or an annual rate of 2.00%) (See Note 9).

All references herein to the Company refer to Boston Properties Limited Partnership and its consolidated subsidiaries, collectively, unless the context otherwise requires.

Properties

At September 30, 2012, the Company owned or had interests in a portfolio of 152 commercial real estate properties (the “Properties”) aggregating approximately 43.4 million net rentable square feet, including eight properties under construction totaling approximately 2.7 million net rentable square feet. In addition, the Company has structured parking for approximately 44,703 vehicles containing approximately 15.2 million square feet. At September 30, 2012, the Properties consist of:

• 145 office properties, including 128 Class A office properties (including seven properties under construction) and 17 Office/Technical properties;

• one hotel;

• three retail properties; and

• three residential properties (including one property under construction).

The Company owns or controls undeveloped land parcels totaling approximately 510.7 acres. In addition, the Company has a noncontrolling interest in the Boston Properties Office Value-Added Fund, L.P. (the “Value-Added Fund”), which is a strategic partnership with two institutional investors through which the Company has pursued the acquisition of value-added investments in assets within its existing markets. The Company’s investments through the Value-Added Fund are not included in its portfolio information or any other portfolio level statistics. At September 30, 2012, the Value-Added Fund had investments in 23 buildings comprised of two office complexes in Mountain View, California.

The Company considers Class A office properties to be centrally located buildings that are professionally managed and maintained, attract high-quality tenants and command upper-tier rental rates, and that are modern structures or have been modernized to compete with newer buildings. The Company considers Office/Technical properties to be properties that support office, research and development, laboratory and other technical uses. The Company’s definitions of Class A Office and Office/Technical properties may be different than those used by other companies.

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Basis Of Presentation And Summary Of Significant Accounting Policies (Narrative) (Detail) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2012
Misstatement of real estate operating expense	$ 3.2

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Investments In Unconsolidated Joint Ventures (Statements Of Operations Of Joint Ventures) (Detail) (USD $)	3 Months Ended				9 Months Ended
	Sep. 30, 2012		Sep. 30, 2011		Sep. 30, 2012		Sep. 30, 2011
Schedule of Equity Method Investments [Line Items]
Total revenue	$ 470,904,000		$ 449,703,000		$ 1,389,028,000		$ 1,298,852,000
Expenses
Depreciation and amortization	109,316,000		106,618,000		325,804,000		321,359,000
Total expenses	306,038,000		283,817,000		902,337,000		837,899,000
Operating income	164,866,000		165,886,000		486,691,000		460,953,000
Other expense
Interest expense	105,030,000		95,117,000		308,168,000		288,225,000
Income from continuing operations	68,147,000		82,487,000		225,430,000		204,610,000
Net income	68,147,000		82,507,000		283,120,000		204,550,000
Income from unconsolidated joint ventures	9,217,000		11,326,000		42,129,000		28,184,000
Unconsolidated Joint Ventures [Member]
Schedule of Equity Method Investments [Line Items]
Total revenue	135,998,000	[1]	150,101,000	[1]	431,133,000	[1]	440,733,000	[1]
Expenses
Operating	42,298,000		44,584,000		120,451,000		129,698,000
Depreciation and amortization	39,291,000		46,773,000		123,869,000		145,653,000
Total expenses	81,589,000		91,357,000		244,320,000		275,351,000
Operating income	54,409,000		58,744,000		186,813,000		165,382,000
Other expense
Interest expense	56,521,000		57,699,000		167,792,000		172,467,000
Impairment loss			39,384,000				39,384,000
Income from continuing operations	(2,112,000)		(38,339,000)		19,021,000		(46,469,000)
Gain on sale of real estate	990,000				990,000
Net income	(1,122,000)		(38,339,000)		20,011,000		(46,469,000)
Company's share of net income (loss)	(1,420,000)		(23,231,000)		10,591,000		(28,570,000)
Basis differential	384,000		25,024,000		1,282,000		28,539,000
Elimination of inter-entity interest on partner loan	10,253,000		9,533,000		30,256,000		28,215,000
Income from unconsolidated joint ventures	9,217,000		11,326,000		42,129,000		28,184,000
Straight-line rent adjustments	2,200,000		6,700,000		9,300,000		14,800,000
"Above" and "below" market rent adjustments, net	22,100,000		28,300,000		70,600,000		87,000,000
Termination income					19,600,000
Company's share of termination income					$ 11,800,000

[1] Includes straight-line rent adjustments of $2.2 million and $6.7 million for the three months ended September 30, 2012 and 2011, respectively, and $9.3 million and $14.8 million for the nine months ended September 30, 2012 and 2011, respectively. Includes net below-market rent adjustments of $22.1 million and $28.3 million for the three months ended September 30, 2012 and 2011, respectively, and $70.6 million and $87.0 million for the nine months ended September 30, 2012 and 2011, respectively. Total revenue for the nine months ended September 30, 2012 includes termination income totaling approximately $19.6 million (of which the Company's share is approximately $11.8 million) related to a lease termination with a tenant at the General Motors Building.

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Noncontrolling Interests (Property Partnerships) (Narrative) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Noncontrolling Interest [Line Items]
Property partnerships	$ (1,852)	$ (1,063)

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Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
ASSETS
Real estate, at cost	$ 12,732,001	$ 11,867,724
Construction in progress	937,475	818,685
Land held for future development	270,017	262,917
Less: accumulated depreciation	(2,788,106)	(2,593,780)
Total real estate	11,151,387	10,355,546
Cash and cash equivalents	1,223,215	1,823,208
Cash held in escrows	32,253	40,332
Investments in securities	11,792	9,548
Tenant and other receivables (net of allowance for doubtful accounts of $1,381 and $1,766, respectively)	45,039	79,838
Related party notes receivable	282,206	280,442
Interest receivable from related party notes receivable	102,122	89,854
Accrued rental income (net of allowance of $2,771 and $2,515, respectively)	579,553	522,675
Deferred charges, net	534,898	445,403
Prepaid expenses and other assets	132,109	75,458
Investments in unconsolidated joint ventures	664,690	669,722
Total assets	14,759,264	14,392,026
Liabilities:
Mortgage notes payable	2,848,686	3,123,267
Unsecured senior notes (net of discount of $10,783 and $9,814, respectively)	4,639,217	3,865,186
Unsecured exchangeable senior notes (net of discount of $2,012 and $3,462, respectively)	1,162,955	1,715,685
Unsecured line of credit
Accounts payable and accrued expenses	193,492	155,139
Distributions payable	93,461	91,901
Accrued interest payable	98,601	69,105
Other liabilities	309,004	293,515
Total liabilities	9,345,416	9,313,798
Commitments and contingencies
Noncontrolling interests:
Redeemable partnership units- 995,997 and 1,113,044 series two preferred units outstanding (1,307,083 and 1,460,688 common units at redemption value, if converted) at September 30, 2012 and December 31, 2011, respectively	144,576	145,484
Redeemable partnership units-1,221,527 series four preferred units outstanding at redemption value at September 30, 2012	61,076
Redeemable partnership units-16,501,441 and 16,562,838 common units and 1,600,324 and 1,601,004 long term incentive units outstanding at redemption value at September 30, 2012 and December 31, 2011, respectively	2,002,236	1,809,119
Capital:
Boston Properties Limited Partnership partners' capital-1,689,580 and 1,662,715 general partner units and 149,166,657 and 146,444,896 limited partner units outstanding at September 30, 2012 and December 31, 2011, respectively	3,207,812	3,124,688
Noncontrolling interests in property partnerships	(1,852)	(1,063)
Total capital	3,205,960	3,123,625
Total liabilities and capital	$ 14,759,264	$ 14,392,026

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Unsecured Exchangeable Senior Notes (Schedule Of Unsecured Exchangeable Senior Notes) (Detail) (USD $)			9 Months Ended			1 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2012	Dec. 31, 2011	Sep. 30, 2012 3.625% Exchangeable Senior Notes [Member]		Aug. 13, 2008 3.625% Exchangeable Senior Notes [Member]	Dec. 17, 2007 3.750% Exchangeable Senior Notes [Member]	Sep. 30, 2012 3.750% Exchangeable Senior Notes [Member]		Dec. 31, 2007 3.750% Exchangeable Senior Notes [Member]
Debt Instrument [Line Items]
3.625% Exchangeable Senior Notes	$ 1,197,500,000		$ 747,500,000				$ 450,000,000
Net unamortized discount	(2,012,000)	(3,462,000)
Adjustment for the equity component allocation, net of accumulated amortization	(32,533,000)
Total	1,162,955,000	1,715,685,000
Coupon/ Stated Rate			3.625%				3.75%
Effective Rate			4.037%	[1]			3.787%	[1]
Exchange Rate			8.5051	[2]			10.0066	[3]
First Optional Redemption Date by the Company							May 18, 2013	[4]
Maturity Date			Feb. 15, 2014				May 15, 2036
Initial exchange on principal amount of note			1,000						1,000
Initial exchange price per share			$ 117.58
Initial exchange rate			8.5051						9.3900
Revised exchange price due to capped call transaction			$ 137.17
Premium over closing price			40.00%
Closing price per share of common stock					$ 97.98
Effective exchange price			$ 134.77
Net cost of capped call transaction			$ 44,400,000
Special distribution per share common stock						$ 5.98
Revised exchange rate									10.0066
Revised exchange price resulting from special distribution									$ 99.93
Repurchase price for the notes							100.00%

[1] Yield on issuance date including the effects of discounts on the notes but excluding the effects of the adjustment for the equity component allocation.

[2] The initial exchange rate is 8.5051 shares per $1,000 principal amount of the notes (or an initial exchange price of approximately $117.58 per share of Boston Properties, Inc.'s common stock). In addition, the Company entered into capped call transactions with affiliates of certain of the initial purchasers, which are intended to reduce the potential dilution upon future exchange of the notes. The capped call transactions were intended to increase the effective exchange price to the Company of the notes from $117.58 to approximately $137.17 per share (subject to adjustment), representing an overall effective premium of approximately 40% over the closing price on August 13, 2008 of $97.98 per share of Boston Properties, Inc.'s common stock. The net cost of the capped call transactions was approximately $44.4 million. As of September 30, 2012, the effective exchange price was $134.77 per share.

[3] In connection with the special distribution of $5.98 per share of Boston Properties, Inc.'s common stock declared on December 17, 2007, the exchange rate was adjusted from 9.3900 to 10.0066 shares per $1,000 principal amount of notes effective as of December 31, 2007, resulting in an exchange price of approximately $99.93 per share of Boston Properties, Inc.'s common stock.

[4] Holders may require the Company to repurchase the notes for cash on May 18, 2013 and on May 15 of 2016, 2021, 2026 and 2031 and at any time prior to their maturity upon a fundamental change, in each case at a price equal to 100% of the principal amount of the notes being repurchased plus any accrued and unpaid interest up to, but excluding, the repurchase date.

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Consolidated Statements Of Partners Capital (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Balance	$ 3,124,688	$ 2,693,939
Contributions	249,100	450,299
Net income allocable to general and limited partner units	249,734	177,526
Distributions	(248,014)	(219,537)
Accumulated other comprehensive loss	1,759	1,719
Unearned compensation	3,340	4,627
Conversion of redeemable partnership units	11,236	71,181
Adjustment to reflect redeemable partnership units at redemption value	(184,031)	75,292
Balance	$ 3,207,812	$ 3,255,046

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Segment Reporting (Schedule Of Segment Reporting By Geographic Area And Property Type) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Class A Office	$ 438,239	$ 420,332	$ 1,292,586	$ 1,216,993
Office/Technical	9,786	10,695	29,471	31,234
Residential	5,496	2,453	15,013	3,029
Hotel	9,359	8,045	26,224	22,897
Total	462,880	441,525	1,363,294	1,274,153
% of Grand Totals	100.00%	100.00%	100.00%	100.00%
Class A Office	163,334	148,374	471,119	424,395
Office/Technical	2,751	2,984	7,976	8,764
Residential	2,854	2,418	8,143	3,141
Hotel	6,886	6,032	19,601	18,052
Total	175,825	159,808	506,839	454,352
% of Grand Totals	100.00%	100.00%	100.00%	100.00%
Net operating income	287,055	281,717	856,455	819,801
% of Grand Totals	100.00%	100.00%	100.00%	100.00%
Boston [Member]
Class A Office	161,479	141,024	460,127	403,325
Office/Technical	5,539	6,460	16,882	19,057
Residential	995	284	2,891	284
Hotel	9,359	8,045	26,224	22,897
Total	177,372	155,813	506,124	445,563
% of Grand Totals	38.32%	35.29%	37.13%	34.97%
Class A Office	65,261	55,308	183,601	153,849
Office/Technical	1,758	1,876	4,910	5,522
Residential	490	270	1,247	270
Hotel	6,886	6,032	19,601	18,052
Total	74,395	63,486	209,359	177,693
% of Grand Totals	42.31%	39.73%	41.31%	39.11%
Net operating income	102,977	92,327	296,765	267,870
% of Grand Totals	35.87%	32.77%	34.65%	32.67%
New York [Member]
Class A Office	120,270	115,284	360,515	341,698
Total	120,270	115,284	360,515	341,698
% of Grand Totals	25.98%	26.11%	26.44%	26.82%
Class A Office	41,088	39,331	118,531	114,423
Total	41,088	39,331	118,531	114,423
% of Grand Totals	23.37%	24.61%	23.38%	25.18%
Net operating income	79,182	75,953	241,984	227,275
% of Grand Totals	27.59%	26.96%	28.26%	27.72%
Princeton [Member]
Class A Office	15,234	15,495	45,701	47,585
Total	15,234	15,495	45,701	47,585
% of Grand Totals	3.29%	3.51%	3.35%	3.73%
Class A Office	7,185	7,189	22,234	22,591
Total	7,185	7,189	22,234	22,591
% of Grand Totals	4.09%	4.50%	4.39%	4.97%
Net operating income	8,049	8,306	23,467	24,994
% of Grand Totals	2.80%	2.95%	2.74%	3.05%
San Francisco [Member]
Class A Office	54,137	53,978	159,984	161,039
Office/Technical	148		344
Total	54,285	53,978	160,328	161,039
% of Grand Totals	11.73%	12.23%	11.76%	12.64%
Class A Office	21,684	20,788	62,892	60,241
Office/Technical	52		114
Total	21,736	20,788	63,006	60,241
% of Grand Totals	12.36%	13.01%	12.43%	13.26%
Net operating income	32,549	33,190	97,322	100,798
% of Grand Totals	11.34%	11.78%	11.36%	12.30%
Washington DC, [Member]
Class A Office	87,119	94,551	266,259	263,346
Office/Technical	4,099	4,235	12,245	12,177
Residential	4,501	2,169	12,122	2,745
Total	95,719	100,955	290,626	278,268
% of Grand Totals	20.68%	22.86%	21.32%	21.84%
Class A Office	28,116	25,758	83,861	73,291
Office/Technical	941	1,108	2,952	3,242
Residential	2,364	2,148	6,896	2,871
Total	31,421	29,014	93,709	79,404
% of Grand Totals	17.87%	18.15%	18.49%	17.48%
Net operating income	$ 64,298	$ 71,941	$ 196,917	$ 198,864
% of Grand Totals	22.40%	25.54%	22.99%	24.26%

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Real Estate Activity During Nine Months Ended September 30, 2012 (Estimated Amortization Of Acquired Above-Market Leases (Net Of Acquired Below-Market Leases) And Acquired In-Place Lease Intangible) (Detail) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2012
Acquired In-Place Lease Intangibles [Member]
Restructuring Cost and Reserve [Line Items]
Period from October 1, 2012 through December 31, 2012	$ 2,533
2013	10,084
2014	7,869
2015	5,927
2016	5,199
Acquired Net Below-Market Lease Intangibles [Member]
Restructuring Cost and Reserve [Line Items]
Period from October 1, 2012 through December 31, 2012	930
2013	3,709
2014	3,374
2015	2,885
2016	$ 2,512

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Basis Of Presentation And Summary Of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2012

Carrying Value Of Indebtedness And Corresponding Estimate Of Fair Value

	September 30, 2012					December 31, 2011
	Carrying Amount			Estimated Fair Value		Carrying Amount			Estimated Fair Value
Mortgage notes payable	$	2,848,686		$	2,968,017	$	3,123,267		$	3,297,903
Unsecured senior notes		4,639,217			5,163,293		3,865,186			4,148,461
Unsecured exchangeable senior notes		1,162,955	(1)		1,325,431		1,715,685	(1)		1,904,115
Total	$	8,650,858		$	9,456,741	$	8,704,138		$	9,350,479

(1) Includes the net impact of Accounting Standards Codification (“ASC”) ASC 470-20 totaling approximately $32.5 million and $54.5 million at September 30, 2012 and December 31, 2011, respectively.

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Real Estate Activity During Nine Months Ended September 30, 2012 (Pro Forma In Connection With Acquisition) (Detail) (USD $) In Thousands, except Per Share data, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Restructuring Cost and Reserve [Line Items]
Total revenue	$ 1,403,155	$ 1,348,017
Income from continuing operations	227,756	211,887
Net income attributable to Boston Properties Limited Partnership	$ 281,545	$ 208,212
Basic earnings per unit:
Net income per unit attributable to Boston Properties Limited Partnership	$ 1.68	$ 1.27
Diluted earnings per unit:
Net income per unit attributable to Boston Properties Limited Partnership	$ 1.67	$ 1.26

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Investments In Unconsolidated Joint Ventures (Tables)

9 Months Ended

Sep. 30, 2012

Investments In Unconsolidated Joint Ventures

Entity	Properties	Nominal % Ownership
Square 407 Limited Partnership	Market Square North		50.0	%
The Metropolitan Square Associates LLC	Metropolitan Square		51.0	%
BP/CRF 901 New York Avenue LLC	901 New York Avenue		25.0	%(1)
WP Project Developer LLC	Wisconsin Place Land and Infrastructure		33.3	%(2)
RBP Joint Venture LLC	Eighth Avenue and 46th Street		50.0	%(3)
Boston Properties Office Value-Added Fund, L.P.	300 Billerica Road and Mountain View Research and Technology Parks		39.5	%(1)(4)
Annapolis Junction NFM, LLC	Annapolis Junction		50.0	%(5)
767 Venture, LLC	The General Motors Building		60.0	%
2 GCT Venture LLC	Two Grand Central Tower		60.0	%(6)
540 Madison Venture LLC	540 Madison Avenue		60.0	%
125 West 55th Street Venture LLC	125 West 55th Street		60.0	%
500 North Capitol LLC	500 North Capitol Street, NW		30.0	%(7)

(1) The Company’s economic ownership can increase based on the achievement of certain return thresholds.

(2) 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 and infrastructure of the project.

(3) This property is not in operation and consists of assembled land.

(4) The Company has a 39.5% interest in the Mountain View Research and Technology Park properties. 300 Billerica Road, in which the Company had a 25.0% interest, was sold on September 27, 2012. As of September 30, 2012, the Company’s investment in the Value-Added Fund included undistributed proceeds from the sale of 300 Billerica Road.

(5) Comprised of one building, one building under construction and two undeveloped land parcels.

(6) The property was sold on October 25, 2011. As of September 30, 2012, the investment is comprised of working capital and a portion of undistributed sale proceeds.

(7) This property is under construction.

Balance Sheets Of Unconsolidated Joint Ventures

	September 30, 2012			December 31, 2011
	(in thousands)
ASSETS
Real estate and development in process, net	$	4,504,954		$	4,542,594
Other assets		657,141			668,113
Total assets	$	5,162,095		$	5,210,707
LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY
Mortgage and notes payable	$	3,026,898		$	2,988,894
Other liabilities		791,110			854,257
Members’/Partners’ equity		1,344,087			1,367,556
Total liabilities and members’/partners’ equity	$	5,162,095		$	5,210,707
Company’s share of equity	$	793,166		$	799,479
Basis differentials(1)		(128,476	)		(129,757	)
Carrying value of the Company’s investments in unconsolidated joint ventures	$	664,690		$	669,722

(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.

Statements Of Operations Of Joint Ventures

	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012		2011
	(in thousands)
Total revenue(1)	$	135,998		$	150,101		$	431,133	$	440,733
Expenses
Operating		42,298			44,584			120,451		129,698
Depreciation and amortization		39,291			46,773			123,869		145,653
Total expenses		81,589			91,357			244,320		275,351
Operating income		54,409			58,744			186,813		165,382
Other expense
Interest expense		56,521			57,699			167,792		172,467
Impairment loss		—			39,384			—		39,384
Income (loss) from continuing operations		(2,112	)		(38,339	)		19,021		(46,469	)
Gain on sale of real estate		990			—			990		—
Net income (loss)	$	(1,122	)	$	(38,339	)	$	20,011	$	(46,469	)
Company’s share of net income (loss)	$	(1,420	)	$	(23,231	)	$	10,591	$	(28,570	)
Basis differential		384			25,024			1,282		28,539
Elimination of inter-entity interest on partner loan		10,253			9,533			30,256		28,215
Income from unconsolidated joint ventures	$	9,217		$	11,326		$	42,129	$	28,184

(1) Includes straight-line rent adjustments of $2.2 million and $6.7 million for the three months ended September 30, 2012 and 2011, respectively, and $9.3 million and $14.8 million for the nine months ended September 30, 2012 and 2011, respectively. Includes net below-market rent adjustments of $22.1 million and $28.3 million for the three months ended September 30, 2012 and 2011, respectively, and $70.6 million and $87.0 million for the nine months ended September 30, 2012 and 2011, respectively. Total revenue for the nine months ended September 30, 2012 includes termination income totaling approximately $19.6 million (of which the Company’s share is approximately $11.8 million) related to a lease termination with a tenant at the General Motors Building.

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Consolidated Statements Of Cash Flows (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011
Cash flows from operating activities:
Net income	$ 283,120	$ 204,550
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	326,844	323,836
Non-cash compensation expense	24,859	23,702
Income from unconsolidated joint ventures	(42,129)	(28,184)
Distributions of net cash flow from operations of unconsolidated joint ventures	32,359	27,222
Losses (gains) from investments in securities	(1,202)	481
Non-cash portion of interest expense	32,669	41,016
Settlement of accreted debt discount on repurchases of unsecured exchangeable senior notes	(68,760)
Losses from early extinguishments of debt	(1,000)
Gain on sale of real estate from discontinued operations	(38,445)
Gain on forgiveness of debt from discontinued operations	(18,361)
Change in assets and liabilities:
Cash held in escrows	7,803	(6,228)
Tenant and other receivables, net	28,680	13,097
Accrued rental income, net	(59,505)	(66,155)
Prepaid expenses and other assets	(29,900)	(66,597)
Accounts payable and accrued expenses	3,713	5,341
Accrued interest payable	31,677	27,228
Other liabilities	(6,939)	(15,664)
Tenant leasing costs	(41,797)	(40,786)
Total adjustments	180,566	238,309
Net cash provided by operating activities	463,686	442,859
Cash flows from investing activities:
Acquisitions of real estate	(688,073)	(41,100)
Construction in progress	(238,627)	(205,580)
Building and other capital improvements	(32,159)	(29,406)
Tenant improvements	(108,100)	(50,400)
Proceeds from the sale of real estate	61,963
Proceeds from land transaction		43,887
Proceeds from mortgage loan released from escrow		267,500
Deposits on real estate	(15,000)	10,000
Issuance of notes receivable, net	(1,764)	(6,375)
Capital contributions to unconsolidated joint ventures	(367)	(17,867)
Capital distributions from unconsolidated joint ventures	3,057
Investments in securities, net	(1,042)	(1,061)
Net cash used in investing activities	(1,020,112)	(30,402)
Cash flows from financing activities:
Proceeds from mortgage notes payable		1,178,306
Repayments of mortgage notes payable	(248,304)	(1,196,074)
Proceeds from unsecured senior notes	997,790
Redemption of unsecured senior notes	(225,000)
Redemption/Repurchase of unsecured exchangeable senior notes	(507,434)
Deferred financing costs	(8,448)	(9,103)
Net proceeds from ATM stock issuances	247,186	439,037
Net proceeds from equity transactions	216	9,554
Redemption of preferred units	(18,329)
Distributions	(278,994)	(248,601)
Distributions to noncontrolling interest in property partnership	(2,250)	(1,500)
Net cash provided by (used in) financing activities	(43,567)	171,619
Net increase (decrease) in cash and cash equivalents	(599,993)	584,076
Cash and cash equivalents, beginning of period	1,823,208	478,948
Cash and cash equivalents, end of period	1,223,215	1,063,024
Supplemental disclosures:
Cash paid for interest	344,213	258,121
Interest capitalized	31,409	36,201
Non-cash investing and financing activities:
Additions to real estate included in accounts payable and accrued expenses	11,190	15,161
Mortgage note payable assumed in connection with the acquisition of real estate		143,900
Mortgage note payable extinguished through foreclosure	25,000
Real estate transferred upon foreclosure	8,198
Preferred units issued in connection with the acquisition of real estate	79,405
Distributions declared but not paid	93,461	83,584
Conversions of redeemable partnership units to partners' capital	11,236	71,181
Conversion of redeemable preferred units to common units	5,852
Issuance of restricted securities to employees and directors	$ 26,351	$ 25,087

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Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Sep. 30, 2012	Dec. 31, 2011
Tenant and other receivables, allowance for doubtful accounts	$ 1,381	$ 1,766
Accrued rental income, allowance	2,771	2,515
Unsecured senior notes, discount	10,783	9,814
Unsecured exchangeable senior notes, discount	$ 2,012	$ 3,462
Redeemable partnership units, common units	16,501,441	16,562,838
Redeemable partnership units, long term incentive units outstanding at redemption value	1,600,324	1,601,004
General Partners' Capital Account, Units Outstanding	1,689,580	1,662,715
Limited Partners' Capital Account, Units Outstanding	149,166,657	146,444,896
Series Two Preferred Units [Member]
Redeemable partnership units, preferred units outstanding	995,997	1,113,044
Redeemable partnership units, common units at redemption value, if converted	1,307,083	1,460,688
Series Four Preferred Units [Member]
Redeemable partnership units, preferred units outstanding	1,221,527

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Partners' Capital

9 Months Ended

Sep. 30, 2012

Partners' Capital

10. Partners’ Capital

As of September 30, 2012, Boston Properties, Inc. owned 1,689,580 general partnership units and 149,166,657 limited partnership units.

During the nine months ended September 30, 2012, Boston Properties, Inc. utilized its $600 million “at the market” (“ATM”) stock offering program to issue an aggregate of 2,347,500 shares of Common Stock for gross proceeds of approximately $249.8 million and net proceeds of approximately $247.2 million. Boston Properties, Inc. contributed the net proceeds from such sales to the Company in exchange for a number of OP Units equal to the number of shares issued. As of September 30, 2012, approximately $305.3 million remained available for issuance under this ATM program.

During the nine months ended September 30, 2012, the Company issued 22,823 OP Units to Boston Properties, Inc. in connection with the exercise by certain employees of options to purchase Common Stock of Boston Properties, Inc.

During the nine months ended September 30, 2012, Boston Properties, Inc. acquired 365,688 OP Units in connection with the redemption of an equal number of redeemable OP Units from third parties.

On January 27, 2012, the Company paid a distribution in the amount of $0.55 per OP Unit to unitholders of record as of the close of business on December 31, 2011. On April 30, 2012, the Company paid a distribution in the amount of $0.55 per OP Unit to unitholders of record as of the close of business on March 30, 2012. On July 31, 2012, the Company paid a distribution in the amount of $0.55 per OP Unit to unitholders of record as of the close of business on June 29, 2012. On September 17, 2012, Boston Properties, Inc.’s Board of Directors declared a distribution in the amount of $0.55 per OP Unit payable on October 31, 2012 to unitholders of record as of the close of business on September 28, 2012.

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Document and Entity Information	9 Months Ended
	Sep. 30, 2012	Nov. 02, 2012
Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q3
Trading Symbol	ck0001043121
Entity Registrant Name	BOSTON PROPERTIES LTD PARTNERSHIP
Entity Central Index Key	0001043121
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		0

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Earnings Per Common Unit

9 Months Ended

Sep. 30, 2012

Earnings Per Common Unit

11. Earnings Per Common Unit

The following table provides a reconciliation of both the net income attributable to Boston Properties Limited Partnership 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 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 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 common unit 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 earnings per common unit pursuant to the two-class method. As a result, unvested restricted common stock of Boston Properties, Inc. and the Company’s LTIP Units and OPP Units are considered participating securities and are included in the computation of basic and diluted earnings per common unit of the Company if the effect of applying the if-converted method is dilutive. Because the OPP 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, the Company 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 17,660,000 and 18,213,000 redeemable common units for the three months ended September 30, 2012 and 2011, respectively, and approximately 17,694,000 and 19,116,000 redeemable common units for the nine months ended September 30, 2012 and 2011, respectively.

	For the Three Months Ended September 30, 2012
	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	$	66,815		168,461	$	0.40
Discontinued operations attributable to Boston Properties Limited Partnership		—		—		—
Net income attributable to Boston Properties Limited Partnership	$	66,815		168,461	$	0.40
Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes		—		1,182		(0.01	)
Diluted Earnings:
Net income	$	66,815		169,643	$	0.39

	For the Three Months Ended September 30, 2011
	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	$	81,569		165,219	$	0.49
Discontinued operations attributable to Boston Properties Limited Partnership		20		—		—
Net income attributable to Boston Properties Limited Partnership	$	81,589		165,219	$	0.49
Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes		—		616		—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership	$	81,589		165,835	$	0.49

	For the Nine Months Ended September 30, 2012
	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	$	221,529		167,517	$	1.32
Discontinued operations attributable to Boston Properties Limited Partnership		57,690		—		0.35
Net income attributable to Boston Properties Limited Partnership	$	279,219		167,517	$	1.67
Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes		—		655		(0.01	)
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership	$	279,219		168,172	$	1.66

	For the Nine Months Ended September 30, 2011
	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	$	200,995			164,122	$	1.22
Discontinued operations attributable to Boston Properties Limited Partnership		(60	)		—		—
Net income attributable to Boston Properties Limited Partnership	$	200,935			164,122	$	1.22
Effect of Dilutive Securities:
Stock Based Compensation and Exchangeable Senior Notes		—			619		—
Diluted Earnings:
Net income attributable to Boston Properties Limited Partnership	$	200,935			164,741	$	1.22

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Consolidated Statements Of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Revenue
Base rent	$ 370,494	$ 358,607	$ 1,098,870	$ 1,042,729
Recoveries from tenants	59,957	53,194	169,179	146,689
Parking and other	23,070	21,679	69,021	61,838
Total rental revenue	453,521	433,480	1,337,070	1,251,256
Hotel revenue	9,359	8,045	26,224	22,897
Development and management services	8,024	8,178	25,734	24,699
Total revenue	470,904	449,703	1,389,028	1,298,852
Expenses
Rental	168,939	153,776	487,238	436,300
Hotel	6,886	6,032	19,601	18,052
General and administrative	19,757	16,917	66,442	60,281
Transaction costs	1,140	474	3,252	1,907
Depreciation and amortization	109,316	106,618	325,804	321,359
Total expenses	306,038	283,817	902,337	837,899
Operating income	164,866	165,886	486,691	460,953
Other income (expense)
Income from unconsolidated joint ventures	9,217	11,326	42,129	28,184
Interest and other income	4,001	1,252	8,029	4,179
Gains (losses) from investments in securities	587	(860)	1,202	(481)
Losses from early extinguishments of debt	(5,494)		(4,453)
Interest expense	(105,030)	(95,117)	(308,168)	(288,225)
Income from continuing operations	68,147	82,487	225,430	204,610
Discontinued operations
Income (loss) from discontinued operations		20	884	(60)
Gain on sale of real estate from discontinued operations			38,445
Gain on forgiveness of debt from discontinued operations			18,361
Net income	68,147	82,507	283,120	204,550
Net income attributable to noncontrolling interests
Noncontrolling interests in property partnership	(458)	(86)	(1,461)	(1,118)
Noncontrolling interest-redeemable preferred units	(874)	(832)	(2,440)	(2,497)
Net income attributable to Boston Properties Limited Partnership	$ 66,815	$ 81,589	$ 279,219	$ 200,935
Basic earnings per common unit attributable to Boston Properties Limited Partnership
Income from continuing operations	$ 0.40	$ 0.49	$ 1.32	$ 1.22
Discontinued operations			$ 0.35
Net income	$ 0.40	$ 0.49	$ 1.67	$ 1.22
Weighted average number of common units outstanding	168,461	165,219	167,517	164,122
Diluted earnings per common unit attributable to Boston Properties Limited Partnership
Income from continuing operations	$ 0.39	$ 0.49	$ 1.32	$ 1.22
Discontinued operations			$ 0.34
Net income	$ 0.39	$ 0.49	$ 1.66	$ 1.22
Weighted average number of common and common equivalent units outstanding	169,643	165,835	168,172	164,741

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Mortgage Notes Payable

9 Months Ended

Sep. 30, 2012

Mortgage Notes Payable

5. Mortgage Notes Payable

On January 31, 2012, the servicer of the non-recourse mortgage loan collateralized by the Company’s Montvale Center property located in Gaithersburg, Maryland foreclosed on the property. During 2011, the Company had notified the master servicer of the non-recourse mortgage loan that the cash flows generated from the property were insufficient to fund debt service payments and capital improvements necessary to lease and operate the property and that the Company was not prepared to fund any cash shortfalls. The Company was not current on making debt service payments and was accruing interest at the default interest rate of 9.93% per annum. The loan was originally scheduled to mature on June 6, 2012. As a result of the foreclosure, the mortgage loan totaling $25.0 million was extinguished and the related obligations were satisfied with the transfer of the real estate and working capital to the servicer. The Company no longer has any equitable or economic ownership interest in the property. The transaction resulted in a gain on forgiveness of debt of approximately $18.4 million. The operating results of the property through the date of foreclosure have been classified as discontinued operations on a historical basis for all periods presented (See Note 3).

On March 12, 2012, the Company used available cash to repay the mortgage loan collateralized by its Bay Colony Corporate Center property located in Waltham, Massachusetts totaling $143.9 million. The mortgage financing bore interest at a fixed rate of 6.53% per annum and was scheduled to mature on June 11, 2012. There was no prepayment penalty. The Company recognized a gain on early extinguishment of debt totaling approximately $0.9 million related to the acceleration of the remaining balance of the historical fair value adjustment, which was the result of purchase accounting.

On April 2, 2012, the Company used available cash to repay the mortgage loan collateralized by its One Freedom Square property located in Reston, Virginia totaling $65.1 million. The mortgage financing bore interest at a fixed rate of 7.75% per annum and was scheduled to mature on June 30, 2012. There was no prepayment penalty. The Company recognized a gain on early extinguishment of debt totaling approximately $0.3 million related to the acceleration of the remaining balance of the historical fair value debt adjustment, which was the result of purchase accounting.

On August 29, 2012, in connection with the Company’s acquisition of the development project located at 680 Folsom Street in San Francisco, California, the Company assumed the construction loan commitment collateralized by the project (See Note 3). The assumed construction loan commitment totaling $170.0 million bears interest at a variable rate equal to LIBOR plus 3.70% per annum and matures on May 30, 2015 with two, one-year extension options, subject to certain conditions. At September 30, 2012, there were no amounts outstanding. In addition, the Company assumed an interest rate derivative which caps the one-month LIBOR index rate at a maximum of 3.00% per annum on a notional amount up to $170.0 million and with an expiration date of May 30, 2015.

On September 4, 2012, the Company used available cash to repay the mortgage loan collateralized by its Sumner Square property located in Washington, DC totaling approximately $23.2 million. The mortgage financing bore interest at a fixed rate of 7.35% per annum and was scheduled to mature on September 1, 2013. The Company recognized a loss on early extinguishment of debt totaling approximately $0.3 million, which included a prepayment penalty totaling approximately $0.2 million associated with the early repayment.

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Investments In Unconsolidated Joint Ventures

9 Months Ended

Sep. 30, 2012

Investments In Unconsolidated Joint Ventures

4. Investments in Unconsolidated Joint Ventures

The investments in unconsolidated joint ventures consist of the following at September 30, 2012:

Entity	Properties	Nominal % Ownership
Square 407 Limited Partnership	Market Square North		50.0	%
The Metropolitan Square Associates LLC	Metropolitan Square		51.0	%
BP/CRF 901 New York Avenue LLC	901 New York Avenue		25.0	%(1)
WP Project Developer LLC	Wisconsin Place Land and Infrastructure		33.3	%(2)
RBP Joint Venture LLC	Eighth Avenue and 46th Street		50.0	%(3)
Boston Properties Office Value-Added Fund, L.P.	300 Billerica Road and Mountain View Research and Technology Parks		39.5	%(1)(4)
Annapolis Junction NFM, LLC	Annapolis Junction		50.0	%(5)
767 Venture, LLC	The General Motors Building		60.0	%
2 GCT Venture LLC	Two Grand Central Tower		60.0	%(6)
540 Madison Venture LLC	540 Madison Avenue		60.0	%
125 West 55th Street Venture LLC	125 West 55th Street		60.0	%
500 North Capitol LLC	500 North Capitol Street, NW		30.0	%(7)

(1) The Company’s economic ownership can increase based on the achievement of certain return thresholds.

(2) 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 and infrastructure of the project.

(3) This property is not in operation and consists of assembled land.

(4) The Company has a 39.5% interest in the Mountain View Research and Technology Park properties. 300 Billerica Road, in which the Company had a 25.0% interest, was sold on September 27, 2012. As of September 30, 2012, the Company’s investment in the Value-Added Fund included undistributed proceeds from the sale of 300 Billerica Road.

(5) Comprised of one building, one building under construction and two undeveloped land parcels.

(6) The property was sold on October 25, 2011. As of September 30, 2012, the investment is comprised of working capital and a portion of undistributed sale proceeds.

(7) This property is under construction.

Certain of the Company’s joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint ventures at an agreed upon fair value. Under these provisions, the Company is not compelled to purchase the interest of its outside joint venture partners.

The combined summarized balance sheets of the unconsolidated joint ventures are as follows:

	September 30, 2012			December 31, 2011
	(in thousands)
ASSETS
Real estate and development in process, net	$	4,504,954		$	4,542,594
Other assets		657,141			668,113
Total assets	$	5,162,095		$	5,210,707
LIABILITIES AND MEMBERS’/PARTNERS’ EQUITY
Mortgage and notes payable	$	3,026,898		$	2,988,894
Other liabilities		791,110			854,257
Members’/Partners’ equity		1,344,087			1,367,556
Total liabilities and members’/partners’ equity	$	5,162,095		$	5,210,707
Company’s share of equity	$	793,166		$	799,479
Basis differentials(1)		(128,476	)		(129,757	)
Carrying value of the Company’s investments in unconsolidated joint ventures	$	664,690		$	669,722

(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.

The combined summarized statements of operations of the joint ventures are as follows:

	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012		2011
	(in thousands)
Total revenue(1)	$	135,998		$	150,101		$	431,133	$	440,733
Expenses
Operating		42,298			44,584			120,451		129,698
Depreciation and amortization		39,291			46,773			123,869		145,653
Total expenses		81,589			91,357			244,320		275,351
Operating income		54,409			58,744			186,813		165,382
Other expense
Interest expense		56,521			57,699			167,792		172,467
Impairment loss		—			39,384			—		39,384
Income (loss) from continuing operations		(2,112	)		(38,339	)		19,021		(46,469	)
Gain on sale of real estate		990			—			990		—
Net income (loss)	$	(1,122	)	$	(38,339	)	$	20,011	$	(46,469	)
Company’s share of net income (loss)	$	(1,420	)	$	(23,231	)	$	10,591	$	(28,570	)
Basis differential		384			25,024			1,282		28,539
Elimination of inter-entity interest on partner loan		10,253			9,533			30,256		28,215
Income from unconsolidated joint ventures	$	9,217		$	11,326		$	42,129	$	28,184

(1) Includes straight-line rent adjustments of $2.2 million and $6.7 million for the three months ended September 30, 2012 and 2011, respectively, and $9.3 million and $14.8 million for the nine months ended September 30, 2012 and 2011, respectively. Includes net below-market rent adjustments of $22.1 million and $28.3 million for the three months ended September 30, 2012 and 2011, respectively, and $70.6 million and $87.0 million for the nine months ended September 30, 2012 and 2011, respectively. Total revenue for the nine months ended September 30, 2012 includes termination income totaling approximately $19.6 million (of which the Company’s share is approximately $11.8 million) related to a lease termination with a tenant at the General Motors Building.

On July 25, 2012, a joint venture in which the Company has a 50% interest partially placed in-service Annapolis Junction Building Six, a Class A office property with approximately 120,000 net rentable square feet located in Annapolis, Maryland.

On September 27, 2012, the Company’s Value-Added Fund completed the sale of its 300 Billerica Road property located in Chelmsford, Massachusetts for approximately $12.2 million, including the assumption by the buyer of $7.5 million of mortgage indebtedness. 300 Billerica Road is an approximately 111,000 net rentable square foot office building. Net cash proceeds totaled approximately $4.3 million, of which the Company’s share was approximately $2.8 million, after the payment of transaction costs. The Company’s share of the net proceeds included approximately $2.4 million resulting from the Value-Added Fund’s repayment of a loan from the Company. The Value-Added Fund recognized a gain on sale of real estate totaling approximately $1.0 million, of which the Company’s share totaled approximately $0.2 million and is included within income from unconsolidated joint ventures in the Company’s consolidated statements of operations.

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Real Estate Activity During The Nine Months Ended September 30, 2012 (Tables)

9 Months Ended

Sep. 30, 2012

Estimated Amortization Of Acquired Above-Market Leases (Net Of Acquired Below-Market Leases) And Acquired In-Place Lease Intangible

	Acquired In-Place Lease  Intangibles		Acquired Net  Below- Market Lease Intangibles
Period from October 1, 2012 through December 31, 2012	$	2,533	$	930
2013		10,084		3,709
2014		7,869		3,374
2015		5,927		2,885
2016		5,199		2,512

Pro Forma In Connection With Acquisition

Pro Forma	Ninemonthsended September 30,
(in thousands, except per unit data)	2012		2011
Total revenue	$	1,403,155	$	1,348,017
Income from continuing operations	$	227,756	$	211,887
Net income attributable to Boston Properties Limited Partnership	$	281,545	$	208,212
Basic earnings per unit:
Net income per unit attributable to Boston Properties Limited Partnership	$	1.68	$	1.27
Diluted earnings per unit:
Net income per unit attributable to Boston Properties Limited Partnership	$	1.67	$	1.26

Summary Of Discontinued Operations Related To Montvale And Bedford Office Park

	For the three months ended September 30,					For the nine months ended September 30,
	2012		2011			2012			2011
	(in thousands)
Total revenue	$	—	$	2,710		$	3,748		$	7,887
Expenses
Operating		—		1,209			1,602			3,531
Depreciation and amortization		—		821			1,040			2,477
Total expenses		—		2,030			2,642			6,008
Operating income		—		680			1,106			1,879
Other expense
Interest expense		—		(660	)		(222	)		(1,939	)
Income (loss) from discontinued operations attributable to Boston Properties Limited Partnership	$	—	$	20		$	884		$	(60	)
Gain on sale of real estate from discontinued operations attributable to Boston Properties Limited Partnership	$	—	$	—		$	38,445		$	—
Gain on forgiveness of debt from discontinued operations attributable to Boston Properties Limited Partnership	$	—	$	—		$	18,361		$	—

453 Ravendale Drive [Member]

Schedule Of Allocation Of Aggregate Purchase Price Of Acquisition

Land	$	5,477
Building and improvements		974
Tenant improvements		116
In-place lease intangibles		223
Below-market rents		(140	)
Net assets acquired	$	6,650

100 Federal Street [Member]

Schedule Of Allocation Of Aggregate Purchase Price Of Acquisition

Land	$	131,067
Building and improvements		387,321
Tenant improvements		48,633
In-place lease intangibles		69,530
Above-market rents		81
Other assets		4,800
Below-market rents		(22,515	)
Accounts payable and accrued expenses		(3,917	)
Net assets acquired	$	615,000

680 Folsom Street [Member]

Schedule Of Allocation Of Aggregate Purchase Price Of Acquisition

The following table summarizes the allocation of the aggregate purchase price of 680 Folsom Street at the date of acquisition (in thousands).

Construction in progress	$	117,046
Land held for future development		3,058
In-place lease intangibles		32,799
Deferred financing costs		245
Prepaid expenses and other assets		7,473
Accounts payable and accrued expenses		(14,502	)
Net assets acquired	$	146,119

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Stock Option And Incentive Plan

9 Months Ended

Sep. 30, 2012

Stock Option And Incentive Plan

12. Stock Option and Incentive Plan

On January 25, 2012, the Compensation Committee of the Board of Directors of Boston Properties, Inc. approved outperformance awards under Boston Properties, Inc.’s 1997 Stock Option and Incentive Plan (the “1997 Plan”) to certain officers of Boston Properties, Inc. These awards (the “2012 OPP Awards”) are part of a broad-based, long-term incentive compensation program designed to provide the Company’s management team with the potential to earn equity awards subject to Boston Properties, Inc. “outperforming” and creating shareholder value in a pay-for-performance structure. 2012 OPP Awards utilize total return to shareholders (“TRS”) over a three-year measurement period as the performance metric and include two years of time-based vesting after the end of the performance measurement period (subject to acceleration in certain events) as a retention tool. Recipients of 2012 OPP Awards will share in an outperformance pool if Boston Properties, Inc.’s TRS, including both share appreciation and dividends, exceeds absolute and relative hurdles over a three-year measurement period from February 7, 2012 to February 6, 2015, based on the average closing price of a share of Boston Properties, Inc.’s common stock of $106.69 for the five trading days prior to and including February 7, 2012. The aggregate reward that recipients of all 2012 OPP Awards can earn, as measured by the outperformance pool, is subject to a maximum cap of $40.0 million.

The outperformance pool will consist of (i) two percent (2%) of the excess total return above a cumulative absolute TRS hurdle of 24% over the full three-year measurement period (equivalent to 8% per annum) (the “Absolute TRS Component”) and (ii) two percent (2%) of the excess or deficient excess total return above or below a relative TRS hurdle equal to the total return of the SNL Equity REIT Index over the three-year measurement period (the “Relative TRS Component”). In the event that the Relative TRS Component is potentially positive because Boston Properties, Inc.’s TRS is greater than the total return of the SNL Equity REIT Index, but Boston Properties, Inc. achieves a cumulative absolute TRS below 24% over the three-year measurement period (equivalent to 8% per annum), the actual contribution to the outperformance pool from the Relative TRS Component will be subject to a sliding scale factor as follows: (i) 100% of the potential Relative TRS Component will be earned if Boston Properties, Inc.’s TRS is equal to or greater than a cumulative 24% over three years, (ii) 0% will be earned if Boston Properties, Inc.’s TRS is 0% or less, and (iii) a percentage from 0% to 100% calculated by linear interpolation will be earned if Boston Properties, Inc.’s cumulative TRS over three years is between 0% and 24%. For example, if Boston Properties, Inc. achieves a cumulative absolute TRS of 18% over the full three-year measurement period (equivalent to a 6% absolute annual TRS), the potential Relative TRS Component would be prorated by 75%. The potential Relative TRS Component before application of the sliding scale factor will be capped at $40.0 million. In the event that the Relative TRS Component is negative because Boston Properties, Inc.’s TRS is less than the total return of the SNL Equity REIT Index, any outperformance reward potentially earned under the Absolute TRS Component will be reduced dollar for dollar, provided that the potential Absolute TRS Component before reduction for any negative Relative TRS Component will be capped at $40.0 million. The algebraic sum of the Absolute TRS Component and the Relative TRS Component determined as described above will never exceed $40.0 million.

Each employee’s 2012 OPP Award was designated as a specified percentage of the aggregate outperformance pool. Assuming the applicable absolute and/or relative TRS thresholds are achieved at the end of the measurement period, the algebraic sum of the Absolute TRS Component and the Relative TRS Component will be calculated and then allocated among the 2012 OPP Award recipients in accordance with each individual’s percentage. If there is a change of control prior to February 6, 2015, the measurement period will end on the change of control date and both the Absolute TRS Component (using a prorated absolute TRS hurdle) and the Relative TRS Component will be calculated and, assuming the applicable absolute and/or relative TRS thresholds are achieved over the shorter measurement period, allocated among the 2012 OPP Award recipients as of that date.

Rewards earned with respect to 2012 OPP Awards (if any) will vest 25% on February 7, 2015, 25% on February 7, 2016 and 50% on February 7, 2017, based on continued employment. Vesting will be accelerated in the event of a change in control of Boston Properties, Inc., termination of employment without cause, termination of employment by the award recipient for good reason, death, disability or retirement, although restrictions on transfer will continue to apply in certain of these situations. All determinations, interpretations and assumptions relating to the calculation of performance and vesting relating to 2012 OPP Awards will be made by the Compensation Committee. 2012 OPP Awards were issued in the form of LTIP Units prior to the determination of the outperformance pool, but will remain subject to forfeiture depending on the extent of rewards earned with respect to 2012 OPP Awards. The number of LTIP Units issued initially to recipients of the 2012 OPP Awards is an estimate of the maximum number of LTIP Units that they could earn, based on certain assumptions. The number of LTIP Units actually earned by each award recipient will be determined at the end of the performance measurement period by dividing his or her share of the outperformance pool by the average closing price of a REIT Share for the 15 trading days immediately preceding the measurement date. Total return for Boston Properties, Inc. and for the SNL Equity REIT Index over the three-year measurement period and other circumstances will determine how many LTIP Units are earned by each recipient; if they are fewer than the number issued initially, the balance will be forfeited as of the performance measurement date. Prior to the measurement date, LTIP units issued on account of 2012 OPP Awards are entitled to receive per unit distributions equal to one-tenth (10%) of the regular quarterly distributions payable on an OP Unit, but will not be entitled to receive any special distributions. After the measurement date, the number of LTIP Units, both vested and unvested, which 2012 OPP Award recipients have earned based on the establishment of an outperformance pool, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on an OP Unit. LTIP Units are designed to qualify as “profits interests” in the Company for federal income tax purposes. As a general matter, the profits interests characteristics of the LTIP Units mean that initially they will not be economically equivalent in value to an OP Unit. If and when events specified by applicable tax regulations occur, LTIP Units can over time increase in value up to the point where they are equivalent to OP Units on a one-for-one basis. After LTIP Units are fully vested, and to the extent the special tax rules applicable to profits interests have allowed them to become equivalent in value to OP Units, LTIP Units may be converted on a one-for-one basis into OP Units. OP Units in turn have a one-for-one relationship in value with Boston Properties, Inc. common stock, and are exchangeable on such one-for-one basis for cash or, at the election of Boston Properties, Inc., Boston Properties, Inc. common stock.

The 2012 OPP Units were valued, in accordance with ASC 718 “Compensation—Stock Compensation,” at an aggregate of approximately $7.7 million utilizing a Monte Carlo simulation to estimate the probability of the performance vesting conditions being satisfied. The Monte Carlo simulation used a statistical formula underlying the Black-Scholes and binomial formulas and such simulation was run approximately 100,000 times. For each simulation, the payoff is calculated at the settlement date, which is then discounted to the award date at a risk-free interest rate. The average of the values over all simulations is the expected value of the unit on the award date. Assumptions used in the valuations included (1) factors associated with the underlying performance of Boston Properties, Inc.’s stock price and total shareholder return over the term of the performance awards including total stock return volatility and risk-free interest and (2) factors associated with the relative performance of Boston Properties, Inc.’s stock price and total shareholder return when compared to the SNL Equity REIT Index. The valuation was performed in a risk-neutral framework, so no assumption was made with respect to an equity risk premium. The fair value of the 2012 OPP Units is based on the sum of: (1) the present value of the expected payoff to the OPP Award on the measurement date, if the TRS over the applicable measurement period exceeds performance hurdles of the Absolute and the Relative Components; and (2) the present value of the distributions payable on the 2012 OPP Units. The ultimate reward realized on account of the OPP Award by the holders of the 2012 OPP Units is contingent on the TRS achieved on the measurement date, both in absolute terms and relative to the TRS of the SNL Equity REIT Index. The per unit fair value of each 2012 OPP Unit was estimated on the date of grant using the following assumptions in the Monte Carlo valuation: expected price volatility for Boston Properties, Inc. and the SNL Equity REIT index of 31% and 30%, respectively; a risk free rate of 0.35%; and total dividend payments over the measurement period of $7.28 per share.

On February 13, 2012, E. Mitchell Norville announced that he would resign as Executive Vice President, Chief Operating Officer of Boston Properties, Inc. effective on February 29, 2012. In connection with his resignation, Mr. Norville entered into a separation agreement (the “Separation Agreement”) with Boston Properties, Inc. Under the Separation Agreement, Boston Properties, Inc. agreed to pay Mr. Norville cash payments totaling approximately $1,533,333 (less applicable deductions) in addition to his cash bonus for 2011, which was $950,000. In addition, Mr. Norville agreed to provide consulting services to Boston Properties, Inc. for at least two months following the effective date of his resignation for which he received $20,000 per month. Under the Separation Agreement, Mr. Norville is entitled to accelerated vesting with respect to 23,502 LTIP units in the Company and stock options to purchase 4,464 shares of common stock of Boston Properties, Inc. at an exercise price of $92.71 and 5,117 shares of common stock of Boston Properties, Inc. at an exercise price of $104.47. Mr. Norville will also retain approximately 36% of his 2011 outperformance award, which will remain subject to the performance-based vesting criteria originally established for the 2011 outperformance awards. Mr. Norville agreed to one-year non-competition, non-solicitation and non-interference provisions, and provided Boston Properties, Inc. with a general release of claims. The Company recognized approximately $4.5 million of expense during the nine months ended September 30, 2012 in connection with Mr. Norville’s resignation.

At Boston Properties, Inc.’s 2012 annual meeting of stockholders held on May 15, 2012, the stockholders of Boston Properties, Inc. approved the Boston Properties, Inc. 2012 Stock Option and Incentive Plan (the “2012 Plan”). The 2012 Plan replaces the 1997 Plan. The material terms of the 2012 Plan include, among other things: (1) the maximum number of shares of common stock reserved and available for issuance under the 2012 Plan is the sum of (i) 13,000,000 newly authorized shares, plus (ii) the number of shares available for grant under the 1997 Stock Plan immediately prior to the effective date of the 2012 Plan, plus (iii) any shares underlying grants under the 1997 Plan that are forfeited, cancelled or terminated (other than by exercise) in the future; (2) “full-value” awards (i.e., awards other than stock options) are multiplied by a 2.32 conversion ratio to calculate the number of shares available under the 2012 Plan that are used for each full-value award, as opposed to a 1.0 conversion ratio for each stock option awarded under the 2012 Plan; (3) shares tendered or held back for taxes will not be added back to the reserved pool under the 2012 Plan; (4) stock options may not be re-priced without stockholder approval; and (5) the term of the 2012 Plan is for ten years from the date of stockholder approval.

During the nine months ended September 30, 2012, Boston Properties, Inc. issued 20,756 shares of restricted common stock and 186,007 non-qualified stock options and the Company issued 174,650 LTIP Units and 400,000 2012 OPP Units to employees and non-employee directors under the 1997 Plan and 2012 Plan. Employees and directors paid $0.01 per share of restricted common stock and $0.25 per LTIP Unit and OPP Unit. An LTIP Unit is generally the economic equivalent of a share of restricted stock in Boston Properties, Inc. The aggregate value of the LTIP Units is included in noncontrolling interests in the Consolidated Balance Sheets. Grants of restricted stock and LTIP Units to employees vest in four equal annual installments. Restricted stock is measured at fair value on the date of grant based on the number of shares granted, as adjusted for forfeitures, and the closing price of Boston Properties, Inc.’s Common Stock on the date of grant as quoted on the New York Stock Exchange. Such value is recognized as an expense ratably over the corresponding employee service period. The shares of restricted stock granted during the nine months ended September 30, 2012 were valued at approximately $2.2 million ($107.31 per share weighted-average). The non-qualified stock options granted during the nine months ended September 30, 2012 had a weighted-average fair value on the date of grant of $19.50 per option, which was computed using the Black-Scholes option-pricing model utilizing the following weighted-average assumptions: an expected life of 5.4 years, a risk-free interest rate of 0.92%, an expected price volatility of 28.4% and an expected dividend yield of 2.9%. The weighted-average exercise price of the options is $107.23, which was the weighted-average closing price of Boston Properties, Inc.’s common stock on the date of grant. The LTIP Units granted during the nine months ended September 30, 2012 were valued at approximately $17.3 million ($98.83 per unit fair value weighted-average) using a Monte Carlo simulation method model. The weighted-average per unit fair value of each LTIP Unit granted was estimated on the date of grant using the following assumptions: an expected life of 5.8 years, a risk-free interest rate of 0.94% and an expected price volatility of 29.1%. As the 2011 OPP Awards and 2012 OPP Awards are subject to both a service condition and a market condition, the Company recognizes the compensation expense related to the 2011 OPP Awards and 2012 OPP Awards under the graded vesting attribution method. Under the graded vesting attribution method, each portion of the award that vests at a different date is accounted for as a separate award and recognized over the period appropriate to that portion so that the compensation cost for each portion should be recognized in full by the time that portion vests. Dividends paid on both vested and unvested shares of restricted stock are charged directly to Partners’ Capital in the Consolidated Balance Sheets. Aggregate stock-based compensation expense associated with restricted stock, non-qualified stock options, LTIP Units, 2008 OPP Units, 2011 OPP Units and 2012 OPP Units was approximately $6.4 million and $5.6 million for the three months ended September 30, 2012 and 2011, respectively, and approximately $23.8 million and $22.7 million for the nine months ended September 30, 2012 and 2011, respectively. For the nine months ended September 30, 2012, stock-based compensation expense includes approximately $2.7 million consisting of the acceleration of vesting of Boston Properties, Inc.’s Chief Operating Officer’s stock-based compensation awards associated with his resignation. Upon the conclusion of the three-year measurement period in February 2011, the 2008 OPP Awards were not earned, the program was terminated and the Company accelerated the then remaining unrecognized compensation expense totaling approximately $4.3 million during the nine months ended September 30, 2011. At September 30, 2012, there was $24.4 million of unrecognized compensation expense related to unvested restricted stock and LTIP Units and $9.4 million of unrecognized compensation expense related to unvested 2011 OPP Units and 2012 OPP Units that is expected to be recognized over a weighted-average period of approximately 2.7 years.

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Commitments And Contingencies

9 Months Ended

Sep. 30, 2012

Commitments And Contingencies

8. Commitments and Contingencies

General

In the normal course of business, the Company guarantees its performance of services or indemnifies third parties against its negligence.

The Company has letter of credit and performance obligations of approximately $12.9 million related to lender and development requirements.

Certain of the Company’s joint venture agreements include provisions whereby, at certain specified times, each partner has the right to initiate a purchase or sale of its interest in the joint ventures. Under these provisions, the Company is not compelled to purchase the interest of its outside joint venture partners.

In connection with the assumption of the General Motors Building’s secured loan by the Company’s unconsolidated joint venture, 767 Venture, LLC, the Company guaranteed the unconsolidated joint venture’s obligation to fund various escrows, including tenant improvements, taxes and insurance in lieu of cash deposits. As of September 30, 2012, the maximum funding obligation under the guarantee was approximately $9.8 million. The Company earns a fee from the joint venture for providing the guarantee and has an agreement with the outside partners to reimburse the joint venture for their share of any payments made under the guarantee.

In connection with the mortgage financing collateralized by the Company’s John Hancock Tower property located in Boston, Massachusetts, the Company has agreed to guarantee approximately $0.8 million related to its obligation to provide funds for certain tenant re-leasing costs. The mortgage financing matures on January 6, 2017.

From time to time, the Company (or the applicable joint venture) has also agreed to guarantee portions of the principal, interest or other amounts in connection with other unconsolidated joint venture borrowings. In addition to the financial guarantees referenced above, the Company has agreed to customary environmental indemnifications and nonrecourse carve-outs (e.g., guarantees against fraud, misrepresentation and bankruptcy) on certain of its unconsolidated joint venture loans.

Insurance

The Company carries insurance coverage on its properties of types and in amounts and with deductibles that it believes are in line with coverage customarily obtained by owners of similar properties. In response to the uncertainty in the insurance market following the terrorist attacks of September 11, 2001, the Federal Terrorism Risk Insurance Act (as amended, “TRIA”) was enacted in November 2002 to require regulated insurers to make available coverage for “certified” acts of terrorism (as defined by the statute). The expiration date of TRIA was extended to December 31, 2014 by the Terrorism Risk Insurance Program Reauthorization Act of 2007 (“TRIPRA”). Currently, the Company’s property insurance program per occurrence limits are $1.0 billion for its portfolio insurance program, including coverage for acts of terrorism certified under TRIA other than nuclear, biological, chemical or radiological terrorism (“Terrorism Coverage”). The Company also carries $250 million of Terrorism Coverage for 601 Lexington Avenue, New York, New York (“601 Lexington Avenue”) in excess of the $1.0 billion of coverage in the Company’s property insurance program which is provided by IXP, LLC (“IXP”) as a direct insurer. Certain properties, including the General Motors Building located at 767 Fifth Avenue in New York, New York (“767 Fifth Avenue”), are currently insured in separate insurance programs. The property insurance program per occurrence limits for 767 Fifth Avenue are $1.625 billion, including Terrorism Coverage, with $1.375 billion of Terrorism Coverage in excess of $250 million being provided by NYXP, LLC (“NYXP”), as a direct insurer. The Company also currently carries nuclear, biological, chemical and radiological terrorism insurance coverage for acts of terrorism certified under TRIA (“NBCR Coverage”), which is provided by IXP as a direct insurer, for the properties in our portfolio, including 767 Fifth Avenue, but excluding the properties owned by the Company’s Value-Added Fund and certain other properties owned in joint ventures with third parties or which the Company manages. The per occurrence limit for NBCR Coverage is $1.0 billion. Under TRIA, after the payment of the required deductible and coinsurance, the additional Terrorism Coverage provided by IXP for 601 Lexington Avenue, the NBCR Coverage provided by IXP and the Terrorism Coverage provided by NYXP are backstopped by the Federal Government if the aggregate industry insured losses resulting from a certified act of terrorism exceed a “program trigger.” The program trigger is $100.0 million and the coinsurance is 15%. Under TRIPRA, if the Federal Government pays out for a loss under TRIA, it is mandatory that the Federal Government recoup the full amount of the loss from insurers offering TRIA coverage after the payment of the loss pursuant to a formula in TRIPRA. The Company may elect to terminate the NBCR Coverage if the Federal Government seeks recoupment for losses paid under TRIA, if there is a change in its portfolio or for any other reason. The Company intends to continue to monitor the scope, nature and cost of available terrorism insurance and maintain terrorism insurance in amounts and on terms that are commercially reasonable.

The Company also currently carries earthquake insurance on its properties located in areas known to be subject to earthquakes in an amount and subject to self-insurance that the Company believes are commercially reasonable. In addition, this insurance is subject to a deductible in the amount of 5% of the value of the affected property. Specifically, the Company currently carries earthquake insurance which covers its San Francisco region with a $120 million per occurrence limit and a $120 million annual aggregate limit, $20 million of which is provided by IXP, as a direct insurer. In addition, the builders risk policy maintained for the development of 680 Folsom Street in San Francisco includes a $20 million per occurrence and annual aggregate limit of earthquake coverage. The amount of the Company’s earthquake insurance coverage may not be sufficient to cover losses from earthquakes. In addition, the amount of earthquake coverage could impact the Company’s ability to finance properties subject to earthquake risk. The Company may discontinue earthquake insurance on some or all of its properties in the future if the premiums exceed the Company’s estimation of the value of the coverage.

IXP, a captive insurance company which is a wholly-owned subsidiary of the Company, acts as a direct insurer with respect to a portion of the Company’s earthquake insurance coverage for its Greater San Francisco properties, the additional Terrorism Coverage for 601 Lexington Avenue and the Company’s NBCR Coverage. The additional Terrorism Coverage provided by IXP for 601 Lexington Avenue only applies to losses which exceed the program trigger under TRIA. NYXP, a captive insurance company which is a wholly-owned subsidiary of the Company, acts as a direct insurer with respect to a portion of the Company’s Terrorism Coverage for 767 Fifth Avenue. Currently, NYXP only insures losses which exceed the program trigger under TRIA and NYXP reinsures with a third-party insurance company any coinsurance payable under TRIA. Insofar as the Company owns IXP and NYXP, it is responsible for their liquidity and capital resources, and the accounts of IXP and NYXP are part of the Company’s consolidated financial statements. In particular, if a loss occurs which is covered by the Company’s NBCR Coverage but is less than the applicable program trigger under TRIA, IXP would be responsible for the full amount of the loss without any backstop by the Federal Government. IXP and NYXP would also be responsible for any recoupment charges by the Federal Government in the event losses are paid out and their insurance policies are maintained after the payout by the Federal Government. If the Company experiences a loss and IXP or NYXP are required to pay under their insurance policies, the Company would ultimately record the loss to the extent of the required payment. Therefore, insurance coverage provided by IXP and NYXP should not be considered as the equivalent of third-party insurance, but rather as a modified form of self-insurance. In addition, the Company has issued a guarantee to cover liabilities of IXP in the amount of $20.0 million.

The mortgages on the Company’s properties typically contain requirements concerning the financial ratings of the insurers who provide policies covering the property. The Company provides the lenders on a regular basis with the identity of the insurance companies in the Company’s insurance programs. The ratings of some of the Company’s insurers are below the rating requirements in some of the Company’s loan agreements and the lenders for these loans could attempt to claim that an event of default has occurred under the loan. The Company believes it could obtain insurance with insurers which satisfy the rating requirements. Additionally, in the future, the Company’s ability to obtain debt financing secured by individual properties, or the terms of such financing, may be adversely affected if lenders generally insist on ratings for insurers or amounts of insurance which are difficult to obtain or which result in a commercially unreasonable premium. There can be no assurance that a deficiency in the financial ratings of one or more of the Company’s insurers will not have a material adverse effect on the Company.

The Company continues to monitor the state of the insurance market in general, and the scope and costs of coverage for acts of terrorism and California earthquake risk in particular, but the Company cannot anticipate what coverage will be available on commercially reasonable terms in future policy years. There are other types of losses, such as from wars or the presence of mold at the Company’s properties, for which the Company cannot obtain insurance at all or at a reasonable cost. With respect to such losses and losses from acts of terrorism, earthquakes or other catastrophic events, if the Company experiences a loss that is uninsured or that exceeds policy limits, the Company could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties. Depending on the specific circumstances of each affected property, it is possible that the Company could be liable for mortgage indebtedness or other obligations related to the property. Any such loss could materially and adversely affect the Company’s business and financial condition and results of operations.

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Segment Reporting (Schedule Of Reconciliation Of Net Operating Income To Net Income) (Detail) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Segment Reporting Information [Line Items]
Net Operating Income	$ 164,866	$ 165,886	$ 486,691	$ 460,953
Development and management services income	8,024	8,178	25,734	24,699
Income from unconsolidated joint ventures	9,217	11,326	42,129	28,184
Interest and other income	4,001	1,252	8,029	4,179
Gains (losses) from investments in securities	587	(860)	1,202	(481)
Income (loss) from discontinued operations		20	884	(60)
Gain on sale of real estate from discontinued operations			38,445
Gain on forgiveness of debt from discontinued operations			18,361
General and administrative expense	19,757	16,917	66,442	60,281
Transaction costs	1,140	474	3,252	1,907
Depreciation and amortization expense	109,316	106,618	325,804	321,359
Interest expense	105,030	95,117	308,168	288,225
Losses from early extinguishments of debt	(5,494)		(4,453)
Noncontrolling interest in property partnerships	458	86	1,461	1,118
Noncontrolling interest-redeemable preferred units	874	832	2,440	2,497
Net income attributable to Boston Properties Limited Partnership	66,815	81,589	279,219	200,935
Business Intersegment, Eliminations [Member]
Segment Reporting Information [Line Items]
Net Operating Income	287,055	281,717	856,455	819,801
Development and management services income	8,024	8,178	25,734	24,699
Income from unconsolidated joint ventures	9,217	11,326	42,129	28,184
Interest and other income	4,001	1,252	8,029	4,179
Gains (losses) from investments in securities	587	(860)	1,202	(481)
Income (loss) from discontinued operations		20	884	(60)
Gain on sale of real estate from discontinued operations			38,445
Gain on forgiveness of debt from discontinued operations			18,361
General and administrative expense	19,757	16,917	66,442	60,281
Transaction costs	1,140	474	3,252	1,907
Depreciation and amortization expense	109,316	106,618	325,804	321,359
Interest expense	105,030	95,117	308,168	288,225
Losses from early extinguishments of debt	5,494		4,453
Noncontrolling interest in property partnerships	458	86	1,461	1,118
Noncontrolling interest-redeemable preferred units	874	832	2,440	2,497
Net income attributable to Boston Properties Limited Partnership	$ 66,815	$ 81,589	$ 279,219	$ 200,935

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Unsecured Senior Notes

9 Months Ended

Sep. 30, 2012

Unsecured Senior Notes

6. Unsecured Senior Notes

The following summarizes the unsecured senior notes outstanding as of September 30, 2012 (dollars in thousands):

	Coupon/ Stated Rate			Effective Rate(1)			Principal Amount			Maturity Date(2)
12 Year Unsecured Senior Notes		5.625	%		5.693	%	$	300,000		April 15, 2015
12 Year Unsecured Senior Notes		5.000	%		5.194	%		250,000		June 1, 2015
10 Year Unsecured Senior Notes		5.875	%		5.967	%		700,000		October 15, 2019
10 Year Unsecured Senior Notes		5.625	%		5.708	%		700,000		November 15, 2020
10 Year Unsecured Senior Notes		4.125	%		4.289	%		850,000		May 15, 2021
7 Year Unsecured Senior Notes		3.700	%		3.853	%		850,000		November 15, 2018
11 Year Unsecured Senior Notes		3.850	%		3.954	%		1,000,000		February 1, 2023
Total principal								4,650,000
Net unamortized discount								(10,783	)
Total							$	4,639,217

(1) Yield on issuance date including the effects of discounts on the notes.

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

On June 11, 2012, the Company completed a public offering of $1.0 billion in aggregate principal amount of its 3.850% senior unsecured notes due 2023. The notes were priced at 99.779% of the principal amount to yield an effective rate (including financing fees) of 3.954% to maturity. The notes will mature on February 1, 2023, unless earlier redeemed. The aggregate net proceeds from the offering were approximately $989.4 million after deducting underwriting discounts and transaction expenses.

On August 24, 2012, the Company used available cash to redeem the remaining $225.0 million in aggregate principal amount of its 6.25% senior notes due 2013. The redemption price was determined in accordance with the applicable indenture and totaled approximately $231.6 million. The redemption price included approximately $1.5 million of accrued and unpaid interest to, but not including, the redemption date. Excluding such accrued and unpaid interest, the redemption price was approximately 102.25% of the principal amount being redeemed. The Company recognized a loss on early extinguishment of debt totaling approximately $5.2 million, which amount included the payment of the redemption premium totaling approximately $5.1 million.

The indenture relating to the unsecured senior notes contains certain financial restrictions and requirements, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 50%, (3) an interest coverage ratio of greater than 1.50, and (4) an unencumbered asset value of not less than 150% of unsecured debt. At September 30, 2012, the Company was in compliance with each of these financial restrictions and requirements.

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Unsecured Exchangeable Senior Notes

9 Months Ended

Sep. 30, 2012

Unsecured Exchangeable Senior Notes

7. Unsecured Exchangeable Senior Notes

The following summarizes the unsecured exchangeable senior notes outstanding as of September 30, 2012 (dollars in thousands):

	Coupon/ Stated Rate			Effective Rate(1)			Exchange Rate			Principal Amount			First Optional Redemption Date by the Company	Maturity Date
3.625% Exchangeable Senior Notes		3.625	%		4.037	%		8.5051	(2)	$	747,500		N/A	February 15, 2014
3.750% Exchangeable Senior Notes		3.750	%		3.787	%		10.0066	(3)		450,000		May 18, 2013 (4)	May 15, 2036
Total principal											1,197,500
Net unamortized discount											(2,012	)
Adjustment for the equity component allocation, net of accumulated amortization											(32,533	)
Total										$	1,162,955

(1) Yield on issuance date including the effects of discounts on the notes but excluding the effects of the adjustment for the equity component allocation.

(2) The initial exchange rate is 8.5051 shares per $1,000 principal amount of the notes (or an initial exchange price of approximately $117.58 per share of Boston Properties, Inc.’s common stock). In addition, the Company entered into capped call transactions with affiliates of certain of the initial purchasers, which are intended to reduce the potential dilution upon future exchange of the notes. The capped call transactions were intended to increase the effective exchange price to the Company of the notes from $117.58 to approximately $137.17 per share (subject to adjustment), representing an overall effective premium of approximately 40% over the closing price on August 13, 2008 of $97.98 per share of Boston Properties, Inc.’s common stock. The net cost of the capped call transactions was approximately $44.4 million. As of September 30, 2012, the effective exchange price was $134.77 per share.

(3) In connection with the special distribution of $5.98 per share of Boston Properties, Inc.’s common stock declared on December 17, 2007, the exchange rate was adjusted from 9.3900 to 10.0066 shares per $1,000 principal amount of notes effective as of December 31, 2007, resulting in an exchange price of approximately $99.93 per share of Boston Properties, Inc.’s common stock.

(4) Holders may require the Company to repurchase the notes for cash on May 18, 2013 and on May 15 of 2016, 2021, 2026 and 2031 and at any time prior to their maturity upon a fundamental change, in each case at a price equal to 100% of the principal amount of the notes being repurchased plus any accrued and unpaid interest up to, but excluding, the repurchase date.

On January 10, 2012, the Company announced that holders of its 2.875% Exchangeable Senior Notes due 2037 (the “Notes”) had the right to surrender their Notes for purchase by the Company (the “Put Right”) on February 15, 2012. The opportunity to exercise the Put Right expired at 5:00 p.m., New York City time, on February 8, 2012. On January 10, 2012, the Company also announced that it had issued a notice of redemption to the holders of the Notes to redeem, on February 20, 2012 (the “Redemption Date”), all of the Notes outstanding on the Redemption Date. In connection with the redemption, holders of the Notes had the right to exchange their Notes prior to 5:00 p.m., New York City time, on February 16, 2012. Notes with respect to which the Put Right was not exercised (or with respect to which the Put Right was exercised and subsequently withdrawn prior to the withdrawal deadline) and that were not surrendered for exchange prior to 5:00 p.m., New York City time, on February 16, 2012, were redeemed by the Company on the Redemption Date at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon to, but excluding, the Redemption Date. Holders of an aggregate of $242,735,000 of the Notes exercised the Put Right and the Company repurchased such Notes on February 15, 2012. On February 20, 2012, the Company redeemed the remaining $333,459,000 of outstanding Notes at a redemption price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest thereon.

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Noncontrolling Interests

9 Months Ended

Sep. 30, 2012

Noncontrolling Interests

9. Noncontrolling Interests

Noncontrolling interests relate to the interests in the Company not owned by Boston Properties, Inc. and interests in consolidated property partnerships not wholly-owned by the Company. As of September 30, 2012, the noncontrolling interests consisted of 16,501,441 OP Units, 1,600,324 LTIP Units, 400,000 2011 OPP Units, 400,000 2012 OPP Units, 995,997 Series Two Preferred Units (or 1,307,083 OP Units on an as converted basis) and 1,221,527 Series Four Preferred Units (not convertible into OP Units) held by parties other than Boston Properties, Inc.

Noncontrolling Interest—Redeemable Preferred Units

The Preferred Units at September 30, 2012 consisted of 995,997 Series Two Preferred Units, which bear a preferred distribution equal to the greater of (1) the distribution which would have been paid in respect of the Series Two Preferred Unit had such Series Two Preferred Unit been converted into an OP Unit (including both regular and special distributions) or (2) 6.00% per annum on a liquidation preference of $50.00 per unit, and are convertible into OP Units at a rate of $38.10 per Preferred Unit (1.312336 OP Units for each Preferred Unit). The holders of Series Two Preferred Units have the right to require the Company to redeem their units for cash at the redemption price of $50.00 per unit on May 14, 2013 and May 12, 2014. The maximum number of units that may be required to be redeemed from all holders on each of these dates is 1,007,662, which is one-sixth of the number of Series Two Preferred Units that were originally issued. The holders also had the right to have their Series Two Preferred Units redeemed for cash on May 12, 2009, May 12, 2010, May 12, 2011 and May 14, 2012, although no holder exercised such right. The Company also has the right, subject to certain conditions, to redeem Series Two Preferred Units for cash or to convert into OP Units any Series Two Preferred Units that are not redeemed when they are eligible for redemption.

During the nine months ended September 30, 2012, 117,047 Series Two Preferred Units of the Company were converted by the holders into 153,605 OP Units. In addition, the Company paid the accrued preferred distributions due to the holders of Preferred Units that were converted.

On February 15, 2012, the Company paid a distribution on its outstanding Series Two Preferred Units of $0.75616 per unit. On May 15, 2012, the Company paid a distribution on its outstanding Series Two Preferred Units of $0.73151 per unit. On August 15, 2012, the Company paid a distribution on its outstanding Series Two Preferred Units of $0.75616 per unit.

Due to the redemption option and the conversion option existing outside the control of the Company, the Series Two Preferred Units are not included in Partners’ Capital and are reflected in the Consolidated Balance Sheets at an amount equivalent to the value of such units had such units been redeemed at September 30, 2012. The value of the Series Two Preferred Units, assuming all of such units had been converted and then redeemed at September 30, 2012, was approximately $144.6 million based on the closing price of Boston Properties, Inc.’s common stock of $110.61 per share on that date.

The Preferred Units at September 30, 2012 also included 1,221,527 Series Four Preferred Units, which bear a preferred distribution equal to 2.00% per annum on a liquidation preference of $50.00 per unit and are not convertible into OP Units. In connection with the acquisition of 680 Folsom Street in San Francisco, California, the consideration paid by the Company to the seller included the issuance of 1,588,100 Series Four Preferred Units of limited partnership interest in the Company. The holders of Series Four Preferred Units have the right, subject to certain conditions, to require the Company to redeem their units for cash at the redemption price of $50.00 per unit. On August 31, 2012, a holder redeemed 366,573 Series Four Preferred Units for cash totaling approximately $18.3 million. The Company also has the right, subject to certain conditions, to redeem Series Four Preferred Units for cash at the redemption price of $50.00 per unit. Due to the holders’ redemption option existing outside the control of the Company, the Series Four Preferred Units are not included in Partners’ Capital in the Company’s Consolidated Balance Sheets.

The following table reflects the activity of the noncontrolling interests—redeemable preferred units for the nine months ended September 30, 2012 and 2011 (in thousands):

Balance at January 1, 2012	$	145,484
Issuance of redeemable preferred units (Series Four Preferred Units)		79,405
Net income		2,440
Distributions		(2,440	)
Redemption of redeemable preferred units (Series Four Preferred Units)		(18,329	)
Reallocation of partnership interest(1)		(908	)
Balance at September 30, 2012	$	205,652
Balance at January 1, 2011	$	125,765
Net income		2,497
Distributions		(2,497	)
Reallocation of partnership interest		4,382
Balance at September 30, 2011	$	130,147

(1) Includes the conversion of 117,047 Series Two Preferred Units into 153,605 OP Units during the nine months ended September 30, 2012.

Noncontrolling Interest—Common Units

During the nine months ended September 30, 2012, 365,688 OP Units were presented by the holders for redemption (including 153,605 OP Units issued upon conversion of Series Two Preferred Units and 149,477 OP Units issued upon conversion of LTIP Units) and were redeemed by Boston Properties, Inc. in exchange for an equal number of shares of Common Stock.

At September 30, 2012, the Company had outstanding 400,000 2011 OPP Units and 400,000 2012 OPP Units (See Note 12). Prior to the measurement date (January 31, 2014 for 2011 OPP Units and February 6, 2015 for 2012 OPP Units), holders of OPP Units will be entitled to receive per unit distributions equal to one-tenth (10%) of the regular quarterly distributions payable on an OP Unit, but will not be entitled to receive any special distributions. After the measurement date, the number of OPP Units, both vested and unvested, that OPP award recipients have earned, if any, based on the establishment of an outperformance pool, will be entitled to receive distributions in an amount per unit equal to distributions, both regular and special, payable on an OP Unit.

On January 27, 2012, the Company paid a distribution on the OP Units and LTIP Units in the amount of $0.55 per unit, and a distribution on the 2011 OPP Units in the amount of $0.055 per unit, to holders of record as of the close of business on December 31, 2011. On April 30, 2012, the Company paid a distribution on the OP Units and LTIP Units in the amount of $0.55 per unit, and a distribution on the 2011 OPP Units and 2012 OPP Units in the amount of $0.055 per unit, to holders of record as of the close of business on March 30, 2012. On July 31, 2012, the Company paid a distribution on the OP Units and LTIP Units in the amount of $0.55 per unit, and a distribution on the 2011 OPP Units and 2012 OPP Units in the amount of $0.055 per unit, to holders of record as of the close of business on June 29, 2012. On September 17, 2012, Boston Properties, Inc., as general partner of the Company, declared a distribution on the OP Units and LTIP Units in the amount of $0.55 per unit and a distribution on the 2011 OPP Units and 2012 OPP Units in the amount of $0.055 per unit, in each case payable on October 31, 2012 to holders of record as of the close of business on September 28, 2012.

The following table reflects the activity of the noncontrolling interests—redeemable common units for the nine months ended September 30, 2012 and 2011 (in thousands):

Balance at January 1, 2012	$	1,809,119
Contributions		24,653
Net income		29,485
Distributions		(30,100	)
Conversion of redeemable partnership units		(11,236	)
Unearned compensation		(4,832	)
Accumulated other comprehensive loss		208
Adjustment to reflect redeemable partnership units at redemption value		184,939
Balance at September 30, 2012	$	2,002,236
Balance at January 1, 2011	$	1,801,592
Contributions		23,379
Net income		23,409
Distributions		(29,120	)
Conversion of redeemable partnership units		(71,181	)
Unearned compensation		(6,012	)
Accumulated other comprehensive loss		227
Adjustment to reflect redeemable partnership units at redemption value		(79,674	)
Balance at September 30, 2011	$	1,662,620

Pursuant to the Company’s Partnership Agreement, certain limited partners in the Company have the right to redeem all or any portion of their interest for cash from the Company. However, Boston Properties, Inc. may elect to acquire the limited partner’s interest by issuing its Common Stock in exchange for the interest. The amount of cash to be paid to the limited partner if the redemption right is exercised and Boston Properties, Inc. does not elect to issue its Common Stock is based on the trading price of Boston Properties, Inc.’s common stock at that time. Due to the redemption option existing outside the control of the Company, such limited partners’ units are not included in Partners’ Capital. The value of the OP Units not owned by Boston Properties, Inc. (including LTIP Units assuming that all conditions had been met for the conversion thereof), assuming all of such units had been redeemed at September 30, 2012 was approximately $2.0 billion based on the closing price of Boston Properties, Inc.’s common stock of $110.61 per share.

Noncontrolling Interest—Property Partnerships

The noncontrolling interests in property partnerships consist of the outside equity interests in ventures that are consolidated with the financial results of the Company because the Company exercises control over the entities that own the properties. The equity interests in these ventures that are not owned by the Company, totaling approximately $(1.9) million at September 30, 2012 and approximately $(1.1) million at December 31, 2011, are included in Noncontrolling Interests—Property Partnerships on the accompanying Consolidated Balance Sheets.

The following table reflects the activity of the noncontrolling interests—property partnerships for the nine months ended September 30, 2012 and 2011 (in thousands):

Balance at January 1, 2012	$	(1,063	)
Net income		1,461
Distributions		(2,250	)
Balance at September 30, 2012	$	(1,852	)
Balance at January 1, 2011	$	(614	)
Net income		1,118
Distributions		(1,500	)
Balance at September 30, 2011	$	(996	)

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Real Estate Activity During Nine Months Ended September 30, 2012 (Schedule Of Allocation Of Aggregate Purchase Price Of Acquisition) (Detail) (USD $) In Thousands, unless otherwise specified	Aug. 29, 2012 680 Folsom Street [Member]	Mar. 13, 2012 100 Federal Street [Member]	Mar. 01, 2012 453 Ravendale Drive [Member]
Restructuring Cost and Reserve [Line Items]
Land		$ 131,067	$ 5,477
Construction in progress	117,046
Building and improvements		387,321	974
Land held for future development	3,058
Tenant improvements		48,633	116
In-place lease intangibles	32,799	69,530	223
Above-market rents		81
Deferred financing costs	245
Other assets		4,800
Prepaid expenses and other assets	7,473
Below-market rents		(22,515)	(140)
Accounts payable and accrued expenses	(14,502)	(3,917)
Net assets acquired	$ 146,119	$ 615,000	$ 6,650

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Noncontrolling Interests (Common Units) (Narrative) (Detail) (USD $) In Billions, except Share data, unless otherwise specified	9 Months Ended
	Sep. 30, 2012	Sep. 17, 2012	Jul. 31, 2012	Apr. 30, 2012	Jan. 27, 2012
Quarter 4 [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Dividend payable date	Jan. 27, 2012
Distribution, record date	Dec. 31, 2011
Quarter 3 [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Dividend payable date	Oct. 31, 2012
Distribution, record date	Sep. 28, 2012
Dividends declared date	Sep. 17, 2012
Quarter 2 [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Dividend payable date	Jul. 31, 2012
Distribution, record date	Jun. 29, 2012
Quarter 1 [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Dividend payable date	Apr. 30, 2012
Distribution, record date	Mar. 30, 2012
OPP Units 2011[Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Outperformance awards in LTIP Units	400,000
OPP Units 2012 [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Outperformance awards in LTIP Units	400,000
OP Units [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
OP Units for redemption	365,688
Redemption of OP units issued on conversion of Series Two Preferred Units	153,605
Redemption Of OP Units Issued On Conversion Of LTIP Units	149,477
Outperformance Awards LTIP Units distribution as percentage of OP Unit distribution prior to measurement date	10.00%
Distributions made to OP and LTIP Units per unit			$ 0.55	$ 0.55	$ 0.55
Distribution paid to out performance awards, OPP Units			$ 0.055	$ 0.055	$ 0.055
Distribution declared to OP and LTIP units by Boston Properties, Inc.		$ 0.55
Distribution declared to out performance awards OPP Units by Boston Properties, Inc.		$ 0.055
Common units of operating partnership if converted value	$ 2.0
Noncontrolling Interests [Member] | Series Two Preferred Units [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Closing price of common stock	$ 110.61

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Subsequent Events

9 Months Ended

Sep. 30, 2012

Subsequent Events

14. Subsequent Events

On October 1, 2012, a joint venture in which the Company has a 30% interest partially placed in-service 500 North Capitol Street, NW, a Class A office redevelopment project with approximately 232,000 net rentable square feet located in Washington, DC.

On October 4, 2012, the Company completed the formation of a joint venture, which owns and operates Fountain Square located in Reston, Virginia, adjacent to the Company’s other Reston properties. Fountain Square is an office and retail complex aggregating approximately 764,000 net rentable square feet, comprised of approximately 522,000 net rentable square feet of Class A office space and approximately 242,000 net rentable square feet of retail space. The joint venture partner contributed the property valued at approximately $385.0 million and related mortgage indebtedness totaling approximately $211.3 million for a 50% interest in the joint venture. The Company contributed cash totaling approximately $87.0 million for its 50% interest, which cash was distributed to the joint venture partner. The Company is consolidating this joint venture. The mortgage loan bears interest at fixed rate of 5.71% per annum and matures on October 11, 2016. Pursuant to the joint venture agreement (i) the Company has rights to acquire the partner’s 50% interest and (ii) the partner has the right to cause the Company to acquire the partner’s interest on January 4, 2016, in each case at a fixed price totaling approximately $102.0 million in cash. The fixed price option rights expire on January 31, 2016.

On October 19, 2012, the Company formed a joint venture to pursue the acquisition of land in San Francisco, California which could support a 61-story, 1.4 million square foot office tower known as Transbay Tower. The purchase price for the land is approximately $190.0 million. The Company has a 50% interest in the joint venture. There can be no assurance that the acquisition will be consummated on the terms currently contemplated or at all.

On October 29, 2012, the Company entered into an agreement to sell its 164 Lexington Road property for approximately $3.2 million. 164 Lexington Road is an approximately 64,000 net rentable Office/Technical property located in Billerica, Massachusetts. There can be no assurance that the sale will be consummated on the terms currently contemplated or at all.

On November 8, 2012, Boston Properties, Inc.’s Board of Directors declared a distribution of $0.65 per OP Unit for the period from October 1, 2012 to December 31, 2012, payable on January 29, 2013 to unitholders of record as of the close of business on December 31, 2012.

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Unsecured Exchangeable Senior Notes (Tables)

9 Months Ended

Sep. 30, 2012

Schedule Of Unsecured Exchangeable Senior Notes

	Coupon/ Stated Rate			Effective Rate(1)			Exchange Rate			Principal Amount			First Optional Redemption Date by the Company	Maturity Date
3.625% Exchangeable Senior Notes		3.625	%		4.037	%		8.5051	(2)	$	747,500		N/A	February 15, 2014
3.750% Exchangeable Senior Notes		3.750	%		3.787	%		10.0066	(3)		450,000		May 18, 2013 (4)	May 15, 2036
Total principal											1,197,500
Net unamortized discount											(2,012	)
Adjustment for the equity component allocation, net of accumulated amortization											(32,533	)
Total										$	1,162,955

(1) Yield on issuance date including the effects of discounts on the notes but excluding the effects of the adjustment for the equity component allocation.

(2) The initial exchange rate is 8.5051 shares per $1,000 principal amount of the notes (or an initial exchange price of approximately $117.58 per share of Boston Properties, Inc.’s common stock). In addition, the Company entered into capped call transactions with affiliates of certain of the initial purchasers, which are intended to reduce the potential dilution upon future exchange of the notes. The capped call transactions were intended to increase the effective exchange price to the Company of the notes from $117.58 to approximately $137.17 per share (subject to adjustment), representing an overall effective premium of approximately 40% over the closing price on August 13, 2008 of $97.98 per share of Boston Properties, Inc.’s common stock. The net cost of the capped call transactions was approximately $44.4 million. As of September 30, 2012, the effective exchange price was $134.77 per share.

(3) In connection with the special distribution of $5.98 per share of Boston Properties, Inc.’s common stock declared on December 17, 2007, the exchange rate was adjusted from 9.3900 to 10.0066 shares per $1,000 principal amount of notes effective as of December 31, 2007, resulting in an exchange price of approximately $99.93 per share of Boston Properties, Inc.’s common stock.

(4) Holders may require the Company to repurchase the notes for cash on May 18, 2013 and on May 15 of 2016, 2021, 2026 and 2031 and at any time prior to their maturity upon a fundamental change, in each case at a price equal to 100% of the principal amount of the notes being repurchased plus any accrued and unpaid interest up to, but excluding, the repurchase date.

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Noncontrolling Interests (Redeemable Preferred Units) (Narrative) (Detail) (USD $)	9 Months Ended	1 Months Ended		9 Months Ended										9 Months Ended		1 Months Ended	0 Months Ended	9 Months Ended	1 Months Ended
	Sep. 30, 2012	Aug. 29, 2012 680 Folsom Street [Member]	Sep. 30, 2012 Noncontrolling Interests [Member]	Sep. 30, 2012 Redemption Year 2013 [Member]	Sep. 30, 2012 Redemption Year 2014 [Member]	Sep. 30, 2012 Series Two Preferred Units [Member]	Sep. 30, 2012 Series Two Preferred Units [Member] Noncontrolling Interests [Member]	Aug. 15, 2012 Series Two Preferred Units [Member] Noncontrolling Interests [Member]	May 15, 2012 Series Two Preferred Units [Member] Noncontrolling Interests [Member]	Feb. 15, 2012 Series Two Preferred Units [Member] Noncontrolling Interests [Member]	Dec. 31, 2011 Series Two Preferred Units [Member] Noncontrolling Interests [Member]	Dec. 31, 2010 Series Two Preferred Units [Member] Noncontrolling Interests [Member]	Dec. 31, 2009 Series Two Preferred Units [Member] Noncontrolling Interests [Member]	Sep. 30, 2012 OP Units [Member]	Sep. 30, 2012 Series Four Preferred Units [Member]	Aug. 29, 2012 Series Four Preferred Units [Member] 680 Folsom Street [Member]	Aug. 31, 2012 Series Four Preferred Units [Member] Noncontrolling Interests [Member]	Sep. 30, 2012 Series Four Preferred Units [Member] Noncontrolling Interests [Member]	Aug. 29, 2012 Series Four Preferred Units [Member] Noncontrolling Interests [Member] 680 Folsom Street [Member]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items]
Series Two Preferred Units			995,997				995,997
Liquidation preference percentage							6.00%											2.00%
Preferred units liquidation preference						$ 50.00	$ 50.00								$ 50.00	$ 50.00		$ 50.00
Operating units liquidation preference							$ 38.10
OP Units for each preferred unit						1.312336	1.312336
Maximum redeemable Preferred Units				1,007,662	1,007,662
Dates Series Two Preferred holders can require Operating Partnership to redeem their units for cash				May 14, 2013	May 12, 2014
Series Two Preferred Units redemption price per unit				$ 50.00	$ 50.00
Maximum portion that may be required for redemption of total				0.16666666667	0.16666666667
Number of holders exercising redemption rights							0				0	0	0
Units converted						117,047								153,605
Distributions to Series Two Preferred Units								$ 0.75616	$ 0.73151	$ 0.75616					$ 0.25	$ 0.25
Value of Series Two Preferred Units assuming conversion														$ 144,600,000
Closing price of common stock							$ 110.61
Series Four preferred units			1,221,527															1,221,527
Issuance of redeemable preferred stock		1,588,100																	1,588,100
Redemption of redeemable preferred units, shares																	366,573
Redemption of redeemable preferred units, value	$ 18,329,000																$ 18,300,000

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Investments In Unconsolidated Joint Ventures (Narrative) (Detail) (USD $)		1 Months Ended
	Jul. 25, 2012 Annapolis Junction Building Six [Member] sqft	Sep. 27, 2012 300 Billerica Road [Member] sqft	Sep. 27, 2012 Company [Member]
Schedule of Equity Method Investments [Line Items]
Interest in Joint venture	50.00%
Net rentable area	120,000	111,000
Contractual sale price		$ 12,200,000
Carrying value of debt assumed in sale		7,500,000
Cash proceeds from the sale of real estate property		4,300,000	2,800,000
Repayment of notes receivable			2,400,000
Gain on sales of real estate		$ 1,000,000	$ 200,000

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Consolidated Statements Of Comprehensive Income (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Net income	$ 68,147	$ 82,507	$ 283,120	$ 204,550
Other comprehensive income:
Amortization of interest rate contracts	670	649	1,967	1,946
Other comprehensive income	670	649	1,967	1,946
Comprehensive income	68,817	83,156	285,087	206,496
Comprehensive income attributable to noncontrolling interests	(1,332)	(918)	(3,901)	(3,615)
Comprehensive income attributable to Boston Properties Limited Partnership	$ 67,485	$ 82,238	$ 281,186	$ 202,881

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Real Estate Activity During The Nine Months Ended September 30, 2012

9 Months Ended

Sep. 30, 2012

Real Estate Activity During The Nine Months Ended September 30, 2012

3. Real Estate Activity During the Nine Months Ended September 30, 2012

Acquisitions

On March 1, 2012, the Company acquired 453 Ravendale Drive located in Mountain View, California for a purchase price of approximately $6.7 million in cash. 453 Ravendale Drive is an approximately 30,000 net rentable square foot Office/Technical property. The following table summarizes the allocation of the aggregate purchase price of 453 Ravendale Drive at the date of acquisition (in thousands).

Land	$	5,477
Building and improvements		974
Tenant improvements		116
In-place lease intangibles		223
Below-market rents		(140	)
Net assets acquired	$	6,650

On March 13, 2012, the Company acquired 100 Federal Street in Boston, Massachusetts for an aggregate investment of approximately $615.0 million in cash. In connection with the transaction, the Company entered into a long-term lease with an affiliate of Bank of America for approximately 735,000 square feet. 100 Federal Street is an approximately 1,264,000 net rentable square foot, 37-story Class A office tower located in Boston, Massachusetts. The following table summarizes the allocation of the aggregate purchase price of 100 Federal Street at the date of acquisition (in thousands).

Land	$	131,067
Building and improvements		387,321
Tenant improvements		48,633
In-place lease intangibles		69,530
Above-market rents		81
Other assets		4,800
Below-market rents		(22,515	)
Accounts payable and accrued expenses		(3,917	)
Net assets acquired	$	615,000

The following table summarizes the estimated amortization of the acquired in-place lease intangibles and the acquired net below-market lease intangibles for 453 Ravendale Drive and 100 Federal Street, collectively, for each of the five succeeding years (in thousands).

	Acquired In-Place Lease Intangibles		Acquired Net Below- Market Lease Intangibles
Period from October 1, 2012 through December 31, 2012	$	2,533	$	930
2013		10,084		3,709
2014		7,869		3,374
2015		5,927		2,885
2016		5,199		2,512

100 Federal Street contributed approximately $36.5 million of revenue and approximately $6.3 million of earnings to the Company for the period from March 13, 2012 through September 30, 2012. 453 Ravendale Drive contributed approximately $0.3 million of revenue and approximately $0.1 million of earnings to the Company for the period from March 1, 2012 through September 30, 2012.

The accompanying pro forma information for the nine months ended September 30, 2012 and 2011 is presented as if the operating property acquisitions of (1) 453 Ravendale Drive on March 1, 2012 and (2) 100 Federal Street on March 13, 2012, had occurred on January 1, 2011. This pro forma information is based upon the historical consolidated financial statements and should be read in conjunction with the consolidated financial statements and notes thereto. This pro forma information does not purport to represent what the actual results of operations of the Company would have been had the above occurred, nor do they purport to predict the results of operations of future periods.

Pro Forma	Nine months ended September 30,
(in thousands, except per unit data)	2012		2011
Total revenue	$	1,403,155	$	1,348,017
Income from continuing operations	$	227,756	$	211,887
Net income attributable to Boston Properties Limited Partnership	$	281,545	$	208,212
Basic earnings per unit:
Net income per unit attributable to Boston Properties Limited Partnership	$	1.68	$	1.27
Diluted earnings per unit:
Net income per unit attributable to Boston Properties Limited Partnership	$	1.67	$	1.26

Developments

On January 3, 2012, the Company commenced the redevelopment of Two Patriots Park, a Class A office project with approximately 256,000 net rentable square feet located in Reston, Virginia. The Company will capitalize incremental costs during the redevelopment.

On April 30, 2012, the Company completed and fully placed in-service 510 Madison Avenue, a Class A office project with approximately 356,000 net rentable square feet located in New York City.

On May 4, 2012, the Company completed and fully placed in-service One Patriots Park, a Class A office redevelopment project with approximately 268,000 net rentable square feet located in Reston, Virginia.

On August 29, 2012, the Company acquired the development project located at 680 Folsom Street and 50 Hawthorne Street in San Francisco, California. When completed, the project will comprise approximately 522,000 net rentable square feet of Class A office and retail space. The project is approximately 85% pre-leased and as a result the Company has accounted for the acquisition as a business combination. The estimated project cost upon completion is approximately $340 million. As part of the transaction, the Company also acquired the corner site of 690 Folsom Street, which is an adjacent parcel with a vacant 22,000 square foot, two-story structure that may be redeveloped in the future. The consideration paid by the Company to the seller consisted of approximately $62.2 million in cash and the issuance of 1,588,100 Series Four Preferred Units of limited partnership interest in the Company (the “Series Four Preferred Units”). The Series Four Preferred Units are not convertible into or exchangeable for any common equity of the Company or Boston Properties, Inc., have a per unit liquidation preference of $50.00 and are entitled to receive quarterly distributions of $0.25 per unit (or an annual rate of 2.0%) (See Note 9). In connection with the acquisition, the Company also assumed a $170.0 million construction loan commitment, although no amount is currently outstanding. The following table summarizes the allocation of the aggregate purchase price of 680 Folsom Street at the date of acquisition (in thousands).

Construction in progress	$	117,046
Land held for future development		3,058
In-place lease intangibles		32,799
Deferred financing costs		245
Prepaid expenses and other assets		7,473
Accounts payable and accrued expenses		(14,502	)
Net assets acquired	$	146,119

Dispositions

On January 31, 2012, the servicer of the non-recourse mortgage loan collateralized by the Company’s Montvale Center property foreclosed on the property. Montvale Center is an office property with approximately 123,000 net rentable square feet located in Gaithersburg, Maryland. During 2011, the Company had notified the master servicer of the non-recourse mortgage loan that the cash flows generated from the property were insufficient to fund debt service payments and capital improvements necessary to lease and operate the property and that the Company was not prepared to fund any cash shortfalls. The Company was not current on making debt service payments and was accruing interest at the default interest rate of 9.93% per annum. The loan was originally scheduled to mature on June 6, 2012. As a result of the foreclosure, the mortgage loan totaling $25.0 million was extinguished and the related obligations were satisfied with the transfer of the real estate and working capital to the servicer. The Company no longer has any equitable or economic ownership interest in the property. The transaction resulted in a gain on forgiveness of debt of approximately $18.4 million. The operating results of the property through the date of foreclosure have been classified as discontinued operations on a historical basis for all periods presented.

On May 17, 2012, the Company completed the sale of its Bedford Business Park properties located in Bedford, Massachusetts for approximately $62.8 million in cash. Net cash proceeds totaled approximately $62.0 million, resulting in a gain on sale of approximately $38.4 million. Bedford Business Park is comprised of two Office/Technical buildings and one Class A office building aggregating approximately 470,000 net rentable square feet.

The following table summarizes the income (loss) from discontinued operations related to Montvale Center and Bedford Business Park and the related gain on sale of real estate and gain on forgiveness of debt for the three and nine months ended September 30, 2012 and 2011:

	For the three months ended September 30,					For the nine months ended September 30,
	2012		2011			2012			2011
	(in thousands)
Total revenue	$	—	$	2,710		$	3,748		$	7,887
Expenses
Operating		—		1,209			1,602			3,531
Depreciation and amortization		—		821			1,040			2,477
Total expenses		—		2,030			2,642			6,008
Operating income		—		680			1,106			1,879
Other expense
Interest expense		—		(660	)		(222	)		(1,939	)
Income (loss) from discontinued operations attributable to Boston Properties Limited Partnership	$	—	$	20		$	884		$	(60	)
Gain on sale of real estate from discontinued operations attributable to Boston Properties Limited Partnership	$	—	$	—		$	38,445		$	—
Gain on forgiveness of debt from discontinued operations attributable to Boston Properties Limited Partnership	$	—	$	—		$	18,361		$	—

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Stock Option And Incentive Plan (Restricted Stock) (Narrative) (Detail) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012	Sep. 30, 2011
Stock-based compensation expense associated with restricted stock non-qualified stock options, LTIP Units, 2008 OPP Units, 2011 OPP Units and 2012 OPP Units	$ 6,400,000	$ 5,600,000	$ 23,800,000	$ 22,700,000
Accelerated Compensation Expenses Related To 2008 Opp Units				4,300,000
Executive Vice President [Member]
Stock-based compensation expense associated with restricted stock non-qualified stock options, LTIP Units, 2008 OPP Units, 2011 OPP Units and 2012 OPP Units			2,700,000
OPP Units 2012 [Member]
Value of OPP Units	7,700,000		7,700,000
Method of valuation			The Monte Carlo simulation used a statistical formula underlying the Black-Scholes and binomial formulas and such simulation was run approximately 100,000 times.
Expected price volatility			31.00%
Risk-free rate			0.35%
Estimated dividend payments, per share			7.28
2012 OPP Units issued	400,000		400,000
OPP Units 2012 [Member] | SNL Equity REIT [Member]
Expected price volatility			30.00%
Restricted Stock [Member]
Shares issued	20,756		20,756
Employee and director payment per share			$ 0.01
Value of shares of common stock	2,200,000		2,200,000
Employee's weighted average cost per share	$ 107.31		$ 107.31
Non Qualified Stock Options [Member]
Method of valuation			The non-qualified stock options granted during the nine months ended September 30, 2012 had a weighted-average fair value on the date of grant of $19.50 per option, which was computed using the Black-Scholes option-pricing model utilizing the following weighted-average assumptions an expected life of 5.4 years, a risk-free interest rate of 0.92%, an expected price volatility of 28.4% and an expected dividend yield of 2.9%.
Expected price volatility			28.40%
Risk-free rate			0.92%
Non-qualified stock options issued	186,007		186,007
Weighted-average grant date fair value			$ 19.50
Expected life assumed to calculate per unit fair value per LTIP unit (years)			5 years 4 months 24 days
Expected dividend rate			2.90%
Weighted-average exercise price			$ 107.23
LTIP Units [Member]
Expected price volatility			29.10%
Risk-free rate			0.94%
LTIP Units issued	174,650		174,650
Expected life assumed to calculate per unit fair value per LTIP unit (years)			5 years 9 months 18 days
Value of LTIP Units issued			17,300,000
Per unit fair value weighted-average	$ 98.83		$ 98.83
LTIPs And OPP Awards [Member]
Employee and director payment per share			$ 0.25
LTIPs And Restricted Stock [Member]
Vesting annual installments			4
Unrecognized compensation expenses	24,400,000		24,400,000
Unvested 2011 And 2012 OPP Units [Member]
Unrecognized compensation expenses	$ 9,400,000		$ 9,400,000
Weighted-average period (years)			2 years 8 months 12 days

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Noncontrolling Interests (Tables)

9 Months Ended

Sep. 30, 2012

Noncontrolling Interests-Redeemable Preferred Units

Balance at January 1, 2012	$	145,484
Issuance of redeemable preferred units (Series Four Preferred Units)		79,405
Net income		2,440
Distributions		(2,440	)
Redemption of redeemable preferred units (Series Four Preferred Units)		(18,329	)
Reallocation of partnership interest(1)		(908	)
Balance at September 30, 2012	$	205,652
Balance at January 1, 2011	$	125,765
Net income		2,497
Distributions		(2,497	)
Reallocation of partnership interest		4,382
Balance at September 30, 2011	$	130,147

(1) Includes the conversion of 117,047 Series Two Preferred Units into 153,605 OP Units during the nine months ended September 30, 2012.

Noncontrolling Interests-Redeemable Common Units

Balance at January 1, 2012	$	1,809,119
Contributions		24,653
Net income		29,485
Distributions		(30,100	)
Conversion of redeemable partnership units		(11,236	)
Unearned compensation		(4,832	)
Accumulated other comprehensive loss		208
Adjustment to reflect redeemable partnership units at redemption value		184,939
Balance at September 30, 2012	$	2,002,236
Balance at January 1, 2011	$	1,801,592
Contributions		23,379
Net income		23,409
Distributions		(29,120	)
Conversion of redeemable partnership units		(71,181	)
Unearned compensation		(6,012	)
Accumulated other comprehensive loss		227
Adjustment to reflect redeemable partnership units at redemption value		(79,674	)
Balance at September 30, 2011	$	1,662,620

Noncontrolling Interests-Property Partnerships

Balance at January 1, 2012	$	(1,063	)
Net income		1,461
Distributions		(2,250	)
Balance at September 30, 2012	$	(1,852	)
Balance at January 1, 2011	$	(614	)
Net income		1,118
Distributions		(1,500	)
Balance at September 30, 2011	$	(996	)

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Investments In Unconsolidated Joint Ventures (Investments In Unconsolidated Joint Ventures) (Detail)	9 Months Ended
	Sep. 30, 2012 Property
Annapolis Junction NFM, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Properties	Annapolis Junction
Nominal % Ownership	50.00%	[1]
Number of buildings	1
Number of buildings in under construction	1
Number of Undeveloped Land Parcels	2
Square 407 Limited Partnership [Member]
Schedule of Equity Method Investments [Line Items]
Properties	Market Square North
Nominal % Ownership	50.00%
The Metropolitan Square Associates LLC [Member]
Schedule of Equity Method Investments [Line Items]
Properties	Metropolitan Square
Nominal % Ownership	51.00%
BP/CRF 901 New York Avenue LLC [Member]
Schedule of Equity Method Investments [Line Items]
Properties	901 New York Avenue
Nominal % Ownership	25.00%	[2]
WP Project Developer LLC [Member]
Schedule of Equity Method Investments [Line Items]
Properties	Wisconsin Place Land and Infrastructure
Nominal % Ownership	33.30%	[3]
RBP Joint Venture LLC [Member]
Schedule of Equity Method Investments [Line Items]
Properties	Eighth Avenue and 46th Street
Nominal % Ownership	50.00%	[4]
Boston Properties Office Value-Added Fund, L.P. [Member]
Schedule of Equity Method Investments [Line Items]
Properties	300 Billerica Road and Mountain View Research and Technology Parks
Nominal % Ownership	39.50%	[2],[5]
767 Venture, LLC [Member]
Schedule of Equity Method Investments [Line Items]
Properties	The General Motors Building
Nominal % Ownership	60.00%
2 GCT Venture LLC [Member]
Schedule of Equity Method Investments [Line Items]
Properties	Two Grand Central Tower
Nominal % Ownership	60.00%	[6]
540 Madison Venture LLC [Member]
Schedule of Equity Method Investments [Line Items]
Properties	540 Madison Avenue
Nominal % Ownership	60.00%
125 West 55th Street Venture LLC [Member]
Schedule of Equity Method Investments [Line Items]
Properties	125 West 55thStreet
Nominal % Ownership	60.00%
500 North Capitol LLC [Member]
Schedule of Equity Method Investments [Line Items]
Properties	500 North Capitol Street, NW
Nominal % Ownership	30.00%	[7]
Entity Owning Land And Infrastructure Of Project [Member]
Schedule of Equity Method Investments [Line Items]
Nominal % Ownership	33.30%
Mountain View Research And Technology Park [Member]
Schedule of Equity Method Investments [Line Items]
Nominal % Ownership	39.50%
300 Billerica Road [Member]
Schedule of Equity Method Investments [Line Items]
Nominal % Ownership	25.00%

[1] Comprised of one building, one building under construction and two undeveloped land parcels.

[2] The Company's economic ownership can increase 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 and infrastructure of the project.

[4] This property is not in operation and consists of assembled land.

[5] (4) The Company has a 39.5% interest in the Mountain View Research and Technology Park properties. 300 Billerica Road, in which the Company had a 25.0% interest, was sold on September 27, 2012. As of September 30, 2012, the Company's investment in the Value-Added Fund included undistributed proceeds from the sale of 300 Billerica Road.

[6] The property was sold on October 25, 2011. As of September 30, 2012, the investment is comprised of working capital and a portion of undistributed sale proceeds.

[7] This property is under construction.

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Segment Information

9 Months Ended

Sep. 30, 2012

Segment Information

13. Segment Information

The Company’s segments are based on the Company’s method of internal reporting which classifies its operations by both geographic area and property type. The Company’s segments by geographic area are Boston, New York, Princeton, San Francisco and Washington, DC. Segments by property type include: Class A Office, Office/Technical, Residential and Hotel.

Asset information by segment is not reported because the Company does not use this measure to assess performance. Therefore, depreciation and amortization expense is not allocated among segments. Interest and other income, development and management services, general and administrative expenses, transaction costs, interest expense, depreciation and amortization expense, gains (losses) from investments in securities, losses from early extinguishments of debt, income from unconsolidated joint ventures, discontinued operations and noncontrolling interests are not included in Net Operating Income as internal reporting addresses these items on a corporate level.

Net Operating Income is not a measure of operating results or cash flows from operating activities as measured by accounting principles generally accepted in the United States of America, and it is not indicative of cash available to fund cash needs and should not be considered an alternative to cash flows as a measure of liquidity. All companies may not calculate Net Operating Income in the same manner. The Company considers Net Operating Income to be an appropriate supplemental measure to net income because it helps both investors and management to understand the core operations of the Company’s properties.

Information by geographic area and property type (dollars in thousands):

For the three months ended September 30, 2012:

	Boston			New York			Princeton			San Francisco			Washington, DC			Total
Rental Revenue:
Class A Office	$	161,479		$	120,270		$	15,234		$	54,137		$	87,119		$	438,239
Office/Technical		5,539			—			—			148			4,099			9,786
Residential		995			—			—			—			4,501			5,496
Hotel		9,359			—			—			—			—			9,359
Total		177,372			120,270			15,234			54,285			95,719			462,880
% of Grand Totals		38.32	%		25.98	%		3.29	%		11.73	%		20.68	%		100.0	%
Rental Expenses:
Class A Office		65,261			41,088			7,185			21,684			28,116			163,334
Office/Technical		1,758			—			—			52			941			2,751
Residential		490			—			—			—			2,364			2,854
Hotel		6,886			—			—			—			—			6,886
Total		74,395			41,088			7,185			21,736			31,421			175,825
% of Grand Totals		42.31	%		23.37	%		4.09	%		12.36	%		17.87	%		100.0	%
Net operating income	$	102,977		$	79,182		$	8,049		$	32,549		$	64,298		$	287,055
% of Grand Totals		35.87	%		27.59	%		2.80	%		11.34	%		22.40	%		100.0	%

For the three months ended September 30, 2011:

	Boston			New York			Princeton			San Francisco			Washington, DC			Total
Rental Revenue:
Class A Office	$	141,024		$	115,284		$	15,495		$	53,978		$	94,551		$	420,332
Office/Technical		6,460			—			—			—			4,235			10,695
Residential		284			—			—			—			2,169			2,453
Hotel		8,045			—			—			—			—			8,045
Total		155,813			115,284			15,495			53,978			100,955			441,525
% of Grand Totals		35.29	%		26.11	%		3.51	%		12.23	%		22.86	%		100.0	%
Rental Expenses:
Class A Office		55,308			39,331			7,189			20,788			25,758			148,374
Office/Technical		1,876			—			—			—			1,108			2,984
Residential		270			—			—			—			2,148			2,418
Hotel		6,032			—			—			—			—			6,032
Total		63,486			39,331			7,189			20,788			29,014			159,808
% of Grand Totals		39.73	%		24.61	%		4.50	%		13.01	%		18.15	%		100.0	%
Net operating income	$	92,327		$	75,953		$	8,306		$	33,190		$	71,941		$	281,717
% of Grand Totals		32.77	%		26.96	%		2.95	%		11.78	%		25.54	%		100.0	%

For the nine months ended September 30, 2012:

	Boston			New York			Princeton			San Francisco			Washington, DC			Total
Rental Revenue:
Class A Office	$	460,127		$	360,515		$	45,701		$	159,984		$	266,259		$	1,292,586
Office/Technical		16,882			—			—			344			12,245			29,471
Residential		2,891			—			—			—			12,122			15,013
Hotel		26,224			—			—			—			—			26,224
Total		506,124			360,515			45,701			160,328			290,626			1,363,294
% of Grand Totals		37.13	%		26.44	%		3.35	%		11.76	%		21.32	%		100.0	%
Rental Expenses:
Class A Office		183,601			118,531			22,234			62,892			83,861			471,119
Office/Technical		4,910			—			—			114			2,952			7,976
Residential		1,247			—			—			—			6,896			8,143
Hotel		19,601			—			—			—			—			19,601
Total		209,359			118,531			22,234			63,006			93,709			506,839
% of Grand Totals		41.31	%		23.38	%		4.39	%		12.43	%		18.49	%		100.0	%
Net operating income	$	296,765		$	241,984		$	23,467		$	97,322		$	196,917		$	856,455
% of Grand Totals		34.65	%		28.26	%		2.74	%		11.36	%		22.99	%		100.0	%

For the nine months ended September 30, 2011:

	Boston			New York			Princeton			San Francisco			Washington, DC			Total
Rental Revenue:
Class A Office	$	403,325		$	341,698		$	47,585		$	161,039		$	263,346		$	1,216,993
Office/Technical		19,057			—			—			—			12,177			31,234
Residential		284			—			—			—			2,745			3,029
Hotel		22,897			—			—			—			—			22,897
Total		445,563			341,698			47,585			161,039			278,268			1,274,153
% of Grand Totals		34.97	%		26.82	%		3.73	%		12.64	%		21.84	%		100.0	%
Rental Expenses:
Class A Office		153,849			114,423			22,591			60,241			73,291			424,395
Office/Technical		5,522			—			—			—			3,242			8,764
Residential		270			—			—			—			2,871			3,141
Hotel		18,052			—			—			—			—			18,052
Total		177,693			114,423			22,591			60,241			79,404			454,352
% of Grand Totals		39.11	%		25.18	%		4.97	%		13.26	%		17.48	%		100.0	%
Net operating income	$	267,870		$	227,275		$	24,994		$	100,798		$	198,864		$	819,801
% of Grand Totals		32.67	%		27.72	%		3.05	%		12.30	%		24.26	%		100.0	%

The following is a reconciliation of Net Operating Income to net income attributable to Boston Properties Limited Partnership:

	Three months ended September 30,					Nine months ended September 30,
	2012		2011			2012		2011
Net Operating Income	$	287,055	$	281,717		$	856,455	$	819,801
Add:
Development and management services income		8,024		8,178			25,734		24,699
Income from unconsolidated joint ventures		9,217		11,326			42,129		28,184
Interest and other income		4,001		1,252			8,029		4,179
Gains (losses) from investments in securities		587		(860	)		1,202		(481	)
Income (loss) from discontinued operations		—		20			884		(60	)
Gain on sale of real estate from discontinued operations		—		—			38,445		—
Gain on forgiveness of debt from discontinued operations		—		—			18,361		—
Less:
General and administrative expense		19,757		16,917			66,442		60,281
Transaction costs		1,140		474			3,252		1,907
Depreciation and amortization expense		109,316		106,618			325,804		321,359
Interest expense		105,030		95,117			308,168		288,225
Losses from early extinguishments of debt		5,494		—			4,453		—
Noncontrolling interest in property partnerships		458		86			1,461		1,118
Noncontrolling interest—redeemable preferred units		874		832			2,440		2,497
Net income attributable to Boston Properties Limited Partnership	$	66,815	$	81,589		$	279,219	$	200,935