Condensed consolidating financial information | Condensed consolidating financial information Alexandria Real Estate Equities, Inc. (the “Issuer”) has sold certain debt securities registered under the Securities Act of 1933, as amended, that are fully and unconditionally guaranteed by Alexandria Real Estate Equities, L.P. (the “LP” or the “Guarantor Subsidiary”), an indirectly 100% owned subsidiary of the Issuer. The Issuer’s other subsidiaries, including, but not limited to, the subsidiaries that own substantially all of its real estate (collectively, the “Combined Non-Guarantor Subsidiaries”), will not provide a guarantee of such securities, including the subsidiaries that are partially or 100% owned by the LP. The following condensed consolidating financial information presents the condensed consolidating balance sheets as of June 30, 2018 , and December 31, 2017 , the condensed consolidating statements of income and comprehensive income for the three and six months ended June 30, 2018 and 2017 , and the condensed consolidating statements of cash flows for the six months ended June 30, 2018 and 2017 , for the Issuer, the Guarantor Subsidiary, and the Combined Non-Guarantor Subsidiaries, as well as the eliminations necessary to arrive at the information on a consolidated basis. In presenting the condensed consolidating financial statements, the equity method of accounting has been applied to (i) the Issuer’s interests in the Guarantor Subsidiary and the Combined Non-Guarantor Subsidiaries, (ii) the Guarantor Subsidiary’s interests in the Combined Non-Guarantor Subsidiaries, and (iii) the Combined Non-Guarantor Subsidiaries’ interests in the Guarantor Subsidiary, where applicable, even though all such subsidiaries meet the requirements to be consolidated under GAAP. All intercompany balances and transactions between the Issuer, the Guarantor Subsidiary, and the Combined Non-Guarantor Subsidiaries have been eliminated, as shown in the column “Eliminations.” All assets and liabilities have been allocated to the Issuer, the Guarantor Subsidiary, and the Combined Non-Guarantor Subsidiaries generally based on legal entity ownership. Condensed Consolidating Balance Sheet as of June 30, 2018 (In thousands) (Unaudited) Alexandria Real Estate Equities, Inc. (Issuer) Alexandria Real Estate Equities, L.P. (Guarantor Subsidiary) Combined Non- Guarantor Subsidiaries Eliminations Consolidated Assets Investments in real estate $ — $ — $ 11,190,771 $ — $ 11,190,771 Investments in unconsolidated real estate JVs — — 192,972 — 192,972 Cash and cash equivalents 181,342 — 105,687 — 287,029 Restricted cash 155 — 34,657 — 34,812 Tenant receivables — — 8,704 — 8,704 Deferred rent — — 490,428 — 490,428 Deferred leasing costs — — 232,964 — 232,964 Investments — 1,690 789,063 — 790,753 Investments in and advances to affiliates 11,253,161 10,066,773 205,029 (21,524,963 ) — Other assets 51,551 — 282,206 — 333,757 Total assets $ 11,486,209 $ 10,068,463 $ 13,532,481 $ (21,524,963 ) $ 13,562,190 Liabilities, Noncontrolling Interests, and Equity Secured notes payable $ — $ — $ 776,260 $ — $ 776,260 Unsecured senior notes payable 4,289,521 — — — 4,289,521 Unsecured senior line of credit — — — — — Unsecured senior bank term loans 548,324 — — — 548,324 Accounts payable, accrued expenses, and tenant security deposits 89,227 — 760,047 — 849,274 Dividends payable 98,676 — — — 98,676 Total liabilities 5,025,748 — 1,536,307 — 6,562,055 Redeemable noncontrolling interests — — 10,861 — 10,861 Alexandria Real Estate Equities, Inc.’s stockholders’ equity 6,460,461 10,068,463 11,456,500 (21,524,963 ) 6,460,461 Noncontrolling interests — — 528,813 — 528,813 Total equity 6,460,461 10,068,463 11,985,313 (21,524,963 ) 6,989,274 Total liabilities, noncontrolling interests, and equity $ 11,486,209 $ 10,068,463 $ 13,532,481 $ (21,524,963 ) $ 13,562,190 Condensed Consolidating Balance Sheet as of December 31, 2017 (In thousands) (Unaudited) Alexandria Real Estate Equities, Inc. (Issuer) Alexandria Real Estate Equities, L.P. (Guarantor Subsidiary) Combined Non- Guarantor Subsidiaries Eliminations Consolidated Assets Investments in real estate $ — $ — $ 10,298,019 $ — $ 10,298,019 Investments in unconsolidated real estate JVs — — 110,618 — 110,618 Cash and cash equivalents 130,364 9 124,008 — 254,381 Restricted cash 152 — 22,653 — 22,805 Tenant receivables — — 10,262 — 10,262 Deferred rent — — 434,731 — 434,731 Deferred leasing costs — — 221,430 — 221,430 Investments — 1,655 521,599 — 523,254 Investments in and advances to affiliates 9,949,861 9,030,994 183,850 (19,164,705 ) — Other assets 45,108 — 183,345 — 228,453 Total assets $ 10,125,485 $ 9,032,658 $ 12,110,515 $ (19,164,705 ) $ 12,103,953 Liabilities, Noncontrolling Interests, and Equity Secured notes payable $ — $ — $ 771,061 $ — $ 771,061 Unsecured senior notes payable 3,395,804 — — — 3,395,804 Unsecured senior line of credit 50,000 — — — 50,000 Unsecured senior bank term loans 547,942 — — — 547,942 Accounts payable, accrued expenses, and tenant security deposits 89,928 — 673,904 — 763,832 Dividends payable 92,145 — — — 92,145 Total liabilities 4,175,819 — 1,444,965 — 5,620,784 Redeemable noncontrolling interests — — 11,509 — 11,509 Alexandria Real Estate Equities, Inc.’s stockholders’ equity 5,949,666 9,032,658 10,132,047 (19,164,705 ) 5,949,666 Noncontrolling interests — — 521,994 — 521,994 Total equity 5,949,666 9,032,658 10,654,041 (19,164,705 ) 6,471,660 Total liabilities, noncontrolling interests, and equity $ 10,125,485 $ 9,032,658 $ 12,110,515 $ (19,164,705 ) $ 12,103,953 Condensed Consolidating Statement of Income for the Three Months Ended June 30, 2018 (In thousands) (Unaudited) Alexandria Real Estate Equities, Inc. (Issuer) Alexandria Real Estate Equities, L.P. (Guarantor Subsidiary) Combined Non- Guarantor Subsidiaries Eliminations Consolidated Revenues: Rental $ — $ — $ 250,635 $ — $ 250,635 Tenant recoveries — — 72,159 — 72,159 Other income 4,965 — 3,112 (5,837 ) 2,240 Total revenues 4,965 — 325,906 (5,837 ) 325,034 Expenses: Rental operations — — 91,908 — 91,908 General and administrative 23,001 — 5,775 (5,837 ) 22,939 Interest 32,139 — 5,958 — 38,097 Depreciation and amortization 1,647 — 117,205 — 118,852 Impairment on real estate — — 6,311 — 6,311 Total expenses 56,787 — 227,157 (5,837 ) 278,107 Equity in earnings of unconsolidated real estate JVs — — 1,090 — 1,090 Equity in earnings of affiliates 106,552 98,795 1,943 (207,290 ) — Investment (loss) income — (97 ) 12,627 — 12,530 Net income 54,730 98,698 114,409 (207,290 ) 60,547 Net income attributable to noncontrolling interests — — (5,817 ) — (5,817 ) Net income attributable to Alexandria Real Estate Equities, Inc.’s stockholders 54,730 98,698 108,592 (207,290 ) 54,730 Dividends on preferred stock (1,302 ) — — — (1,302 ) Net income attributable to unvested restricted stock awards (1,412 ) — — — (1,412 ) Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders $ 52,016 $ 98,698 $ 108,592 $ (207,290 ) $ 52,016 Condensed Consolidating Statement of Income for the Three Months Ended June 30, 2017 (In thousands) (Unaudited) Alexandria Real Estate Equities, Inc. (Issuer) Alexandria Real Estate Equities, L.P. (Guarantor Subsidiary) Combined Non- Guarantor Subsidiaries Eliminations Consolidated Revenues: Rental $ — $ — $ 211,942 $ — $ 211,942 Tenant recoveries — — 60,470 — 60,470 Other income 4,124 1 1,482 (4,960 ) 647 Total revenues 4,124 1 273,894 (4,960 ) 273,059 Expenses: Rental operations — — 76,980 — 76,980 General and administrative 19,428 — 4,766 (4,960 ) 19,234 Interest 21,831 — 9,917 — 31,748 Depreciation and amortization 1,721 — 102,377 — 104,098 Impairment of real estate — — 203 — 203 Total expenses 42,980 — 194,243 (4,960 ) 232,263 Equity in earnings of unconsolidated real estate JVs — — 589 — 589 Equity in earnings of affiliates 73,077 70,597 1,360 (145,034 ) — Gain on sales of real estate – land parcels — — 111 — 111 Net income 34,221 70,598 81,711 (145,034 ) 41,496 Net income attributable to noncontrolling interests — — (7,275 ) — (7,275 ) Net income attributable to Alexandria Real Estate Equities, Inc.’s stockholders 34,221 70,598 74,436 (145,034 ) 34,221 Dividends on preferred stock (1,278 ) — — — (1,278 ) Net income attributable to unvested restricted stock awards (1,313 ) — — — (1,313 ) Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders $ 31,630 $ 70,598 $ 74,436 $ (145,034 ) $ 31,630 Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended June 30, 2018 (In thousands) (Unaudited) Alexandria Real Estate Equities, Inc. (Issuer) Alexandria Real Estate Equities, L.P. (Guarantor Subsidiary) Combined Non- Guarantor Subsidiaries Eliminations Consolidated Net income $ 54,730 $ 98,698 $ 114,409 $ (207,290 ) $ 60,547 Other comprehensive (loss) income Unrealized losses on interest rate hedge agreements: Unrealized interest rate hedge gains arising during the period 661 — — — 661 Reclassification adjustment for amortization of interest income included in net income (1,131 ) — — — (1,131 ) Unrealized losses on interest rate hedge agreements, net (470 ) — — — (470 ) Unrealized losses on foreign currency translation: Unrealized foreign currency translation losses arising during the period — — (3,243 ) — (3,243 ) Reclassification adjustment for cumulative foreign currency translation losses included in net income upon sale or liquidation — — — — — Unrealized losses on foreign currency translation, net — — (3,243 ) — (3,243 ) Total other comprehensive loss (470 ) — (3,243 ) — (3,713 ) Comprehensive income 54,260 98,698 111,166 (207,290 ) 56,834 Less: comprehensive income attributable to noncontrolling interests — — (5,817 ) — (5,817 ) Comprehensive income attributable to Alexandria Real Estate Equities, Inc.’s stockholders $ 54,260 $ 98,698 $ 105,349 $ (207,290 ) $ 51,017 Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended June 30, 2017 (In thousands) (Unaudited) Alexandria Real Estate Equities, Inc. (Issuer) Alexandria Real Estate Equities, L.P. (Guarantor Subsidiary) Combined Non- Guarantor Subsidiaries Eliminations Consolidated Net income $ 34,221 $ 70,598 $ 81,711 $ (145,034 ) $ 41,496 Other comprehensive income Unrealized losses on available-for-sale equity securities: Unrealized holding losses arising during the period — (1 ) (4,024 ) — (4,025 ) Reclassification adjustment for losses included in net income — 1 2,348 — 2,349 Unrealized losses on available-for-sale equity securities, net — — (1,676 ) — (1,676 ) Unrealized gains (losses) on interest rate hedge agreements: Unrealized interest rate hedge losses arising during the period (411 ) — (139 ) — (550 ) Reclassification adjustment for amortization of interest expense included in net income 705 — 2 — 707 Unrealized gains (losses) on interest rate hedge agreements, net 294 — (137 ) — 157 Unrealized gains on foreign currency translation: Unrealized foreign currency translation gains arising during the period — — 2,744 — 2,744 Reclassification adjustment for cumulative foreign currency translation losses included in net income upon sale or liquidation — — — — — Unrealized gains on foreign currency translation, net — — 2,744 — 2,744 Total other comprehensive income 294 — 931 — 1,225 Comprehensive income 34,515 70,598 82,642 (145,034 ) 42,721 Less: comprehensive income attributable to noncontrolling interests — — (7,283 ) — (7,283 ) Comprehensive income attributable to Alexandria Real Estate Equities, Inc.’s stockholders $ 34,515 $ 70,598 $ 75,359 $ (145,034 ) $ 35,438 Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2018 (In thousands) (Unaudited) Alexandria Real Estate Equities, Inc. (Issuer) Alexandria Real Estate Equities, L.P. (Guarantor Subsidiary) Combined Non-Guarantor Subsidiaries Eliminations Consolidated Operating Activities Net income $ 190,360 $ 198,053 $ 307,946 $ (494,294 ) $ 202,065 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 3,324 — 229,747 — 233,071 Impairment of real estate — — 6,311 — 6,311 Equity in earnings of unconsolidated real estate JVs — — (2,234 ) — (2,234 ) Distributions of earnings from unconsolidated real estate JVs — — 287 — 287 Amortization of loan fees 4,260 — 876 — 5,136 Amortization of debt discounts (premiums) 378 — (1,559 ) — (1,181 ) Amortization of acquired below-market leases — — (11,368 ) — (11,368 ) Deferred rent — — (55,890 ) — (55,890 ) Stock compensation expense 15,223 — — — 15,223 Equity in earnings of affiliates (292,720 ) (197,677 ) (3,897 ) 494,294 — Investment income 43 (375 ) (97,759 ) — (98,091 ) Changes in operating assets and liabilities: Tenant receivables — — 1,552 — 1,552 Deferred leasing costs — — (29,705 ) — (29,705 ) Other assets (10,894 ) — (4,161 ) — (15,055 ) Accounts payable, accrued expenses, and tenant security deposits (726 ) (2 ) 8,848 — 8,120 Net cash (used in) provided by operating activities (90,752 ) (1 ) 348,994 — 258,241 Investing Activities Additions to real estate — — (431,225 ) — (431,225 ) Purchases of real estate — — (688,698 ) — (688,698 ) Deposits for investing activities — — 5,500 — 5,500 Investments in subsidiaries (1,010,580 ) (838,102 ) (17,282 ) 1,865,964 — Acquisitions of interests in unconsolidated real estate JVs — — (35,922 ) — (35,922 ) Investments in unconsolidated real estate JVs — — (44,486 ) — (44,486 ) Additions to investments — — (118,775 ) — (118,775 ) Sales of investments — 377 44,330 — 44,707 Net cash used in investing activities $ (1,010,580 ) $ (837,725 ) $ (1,286,558 ) $ 1,865,964 $ (1,268,899 ) Condensed Consolidating Statement of Cash Flows (continued) for the Six Months Ended June 30, 2018 (In thousands) (Unaudited) Alexandria Real Alexandria Real Combined Eliminations Consolidated Financing Activities Borrowings from secured notes payable $ — $ — $ 9,044 $ — $ 9,044 Repayments of borrowings from secured notes payable — — (3,162 ) — (3,162 ) Proceeds from issuance of unsecured senior notes payable 899,321 — — — 899,321 Borrowings from unsecured senior line of credit 2,469,000 — — — 2,469,000 Repayments of borrowings from unsecured senior line of credit (2,519,000 ) — — — (2,519,000 ) Transfers to/from parent company 96,432 837,717 931,815 (1,865,964 ) — Payment of loan fees (8,003 ) — — — (8,003 ) Proceeds from the issuance of common stock 400,207 — — — 400,207 Dividends on common stock (183,040 ) — — — (183,040 ) Dividends on preferred stock (2,604 ) — — — (2,604 ) Contributions from noncontrolling interests — — 14,564 — 14,564 Distributions to and purchases of noncontrolling interests — — (19,841 ) — (19,841 ) Net cash provided by financing activities 1,152,313 837,717 932,420 (1,865,964 ) 1,056,486 Effect of foreign exchange rate changes on cash and cash equivalents — — (1,173 ) — (1,173 ) Net increase (decrease) in cash, cash equivalents, and restricted cash 50,981 (9 ) (6,317 ) — 44,655 Cash, cash equivalents, and restricted cash as of the beginning of period 130,516 9 146,661 — 277,186 Cash, cash equivalents, and restricted cash as of the end of period $ 181,497 $ — $ 140,344 $ — $ 321,841 Supplemental Disclosure of Cash Flow Information: Cash paid during the period for interest, net of interest capitalized $ 56,392 $ — $ 12,493 $ — $ 68,885 Non-Cash Investing Activities: Change in accrued construction $ — $ — $ 48,074 $ — $ 48,074 Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2017 (In thousands) (Unaudited) Alexandria Real Estate Equities, Inc. (Issuer) Alexandria Real Estate Equities, L.P. (Guarantor Subsidiary) Combined Non-Guarantor Subsidiaries Eliminations Consolidated Operating Activities Net income $ 75,932 $ 153,457 $ 175,647 $ (315,985 ) $ 89,051 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 3,430 — 197,851 — 201,281 Loss on early extinguishment of debt 670 — — — 670 Gain on sales of real estate – rental properties — — (270 ) — (270 ) Impairment of real estate — — 203 — 203 Gain on sales of real estate – land parcels — — (111 ) — (111 ) Equity in losses of unconsolidated real estate JVs — — (950 ) — (950 ) Distributions of earnings from unconsolidated real estate JVs — — 249 — 249 Amortization of loan fees 3,774 — 1,964 — 5,738 Amortization of debt discounts (premiums) 290 — (1,511 ) — (1,221 ) Amortization of acquired below-market leases — — (10,363 ) — (10,363 ) Deferred rent — — (53,497 ) — (53,497 ) Stock compensation expense 10,756 — — — 10,756 Equity in earnings of affiliates (159,548 ) (153,445 ) (2,992 ) 315,985 — Investment income — (5 ) (957 ) — (962 ) Changes in operating assets and liabilities: Tenant receivables — — 1,354 — 1,354 Deferred leasing costs — — (26,811 ) — (26,811 ) Other assets (8,947 ) — 4,293 — (4,654 ) Accounts payable, accrued expenses, and tenant security deposits (7,109 ) (12 ) 20,404 — 13,283 Net cash (used in) provided by operating activities (80,752 ) (5 ) 304,503 — 223,746 Investing Activities Proceeds from sales of real estate — — 3,528 — 3,528 Additions to real estate — — (436,377 ) — (436,377 ) Purchases of real estate — — (480,543 ) — (480,543 ) Deposits for investing activities — — 450 — 450 Investments in subsidiaries (573,334 ) (464,024 ) (9,565 ) 1,046,923 — Investments in unconsolidated real estate JVs — — (163 ) — (163 ) Additions to investments — — (81,192 ) — (81,192 ) Sales of investments — 204 12,373 — 12,577 Net cash used in investing activities $ (573,334 ) $ (463,820 ) $ (991,489 ) $ 1,046,923 $ (981,720 ) Condensed Consolidating Statement of Cash Flows (continued) for the Six Months Ended June 30, 2017 (In thousands) (Unaudited) Alexandria Real Estate Equities, Inc. (Issuer) Alexandria Real Estate Equities, L.P. (Guarantor Subsidiary) Combined Non-Guarantor Subsidiaries Eliminations Consolidated Financing Activities Borrowings from secured notes payable $ — $ — $ 117,666 $ — $ 117,666 Repayments of borrowings from secured notes payable — — (1,677 ) — (1,677 ) Proceeds from issuance of unsecured senior notes payable 424,384 — — — 424,384 Borrowings from unsecured senior line of credit 2,069,000 — — — 2,069,000 Repayments of borrowings from unsecured senior line of credit (1,797,000 ) — — — (1,797,000 ) Repayments of borrowings from unsecured bank term loans (200,000 ) — — — (200,000 ) Transfers to/from parent company 21,995 463,825 561,103 (1,046,923 ) — Payment of loan fees (3,957 ) — (387 ) — (4,344 ) Repurchase of 7.00% Series D cumulative convertible preferred stock (17,934 ) — — — (17,934 ) Redemption of 6.45% Series E cumulative redeemable preferred stock (130,350 ) — — — (130,350 ) Proceeds from the issuance of common stock 459,607 — — — 459,607 Dividends on common stock (149,296 ) — — — (149,296 ) Dividends on preferred stock (7,015 ) — — — (7,015 ) Contributions from noncontrolling interests — — 8,505 — 8,505 Distributions to and purchases of noncontrolling interests — — (10,791 ) — (10,791 ) Net cash provided by financing activities 669,434 463,825 674,419 (1,046,923 ) 760,755 Effect of foreign exchange rate changes on cash and cash equivalents — — 732 — 732 Net increase (decrease) in cash, cash equivalents, and restricted cash 15,348 — (11,835 ) — 3,513 Cash, cash equivalents, and restricted cash as of the beginning of period 30,705 — 110,661 — 141,366 Cash, cash equivalents, and restricted cash as of the end of period $ 46,053 $ — $ 98,826 $ — $ 144,879 Supplemental Disclosure of Cash Flow Information: Cash paid during the period for interest, net of interest capitalized $ 41,598 $ — $ 12,212 $ — $ 53,810 Non-Cash Investing Activities: Change in accrued construction $ — $ — $ (25,138 ) $ — $ (25,138 ) Contribution of real estate to an unconsolidated real estate JV $ — $ — $ 6,998 $ — $ 6,998 |