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 September 30, 2018 , and December 31, 2017 , the condensed consolidating statements of income and comprehensive income for the three and nine months ended September 30, 2018 and 2017 , and the condensed consolidating statements of cash flows for the nine months ended September 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 September 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 $ — $ — $ 11,587,312 $ — $ 11,587,312 Investments in unconsolidated real estate JVs — — 197,970 — 197,970 Cash and cash equivalents 94,559 — 109,622 — 204,181 Restricted cash 175 — 29,524 — 29,699 Tenant receivables — — 11,041 — 11,041 Deferred rent — — 511,680 — 511,680 Deferred leasing costs — — 238,295 — 238,295 Investments — 1,757 955,599 — 957,356 Investments in and advances to affiliates 11,966,279 10,610,856 216,136 (22,793,271 ) — Other assets 60,814 — 307,218 — 368,032 Total assets $ 12,121,827 $ 10,612,613 $ 14,164,397 $ (22,793,271 ) $ 14,105,566 Liabilities, Noncontrolling Interests, and Equity Secured notes payable $ — $ — $ 632,792 $ — $ 632,792 Unsecured senior notes payable 4,290,906 — — — 4,290,906 Unsecured senior line of credit 413,000 — — — 413,000 Unsecured senior bank term loans 347,306 — — — 347,306 Accounts payable, accrued expenses, and tenant security deposits 96,748 — 810,346 — 907,094 Dividends payable 101,084 — — — 101,084 Total liabilities 5,249,044 — 1,443,138 — 6,692,182 Redeemable noncontrolling interests — — 10,771 — 10,771 Alexandria Real Estate Equities, Inc.’s stockholders’ equity 6,872,783 10,612,613 12,180,658 (22,793,271 ) 6,872,783 Noncontrolling interests — — 529,830 — 529,830 Total equity 6,872,783 10,612,613 12,710,488 (22,793,271 ) 7,402,613 Total liabilities, noncontrolling interests, and equity $ 12,121,827 $ 10,612,613 $ 14,164,397 $ (22,793,271 ) $ 14,105,566 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 September 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 $ — $ — $ 255,496 $ — $ 255,496 Tenant recoveries — — 81,051 — 81,051 Other income 5,017 — 5,723 (5,464 ) 5,276 Total revenues 5,017 — 342,270 (5,464 ) 341,823 Expenses: Rental operations — — 99,759 — 99,759 General and administrative 21,803 — 6,321 (5,464 ) 22,660 Interest 37,236 — 5,008 — 42,244 Depreciation and amortization 1,506 — 118,094 — 119,600 Loss on early extinguishment of debt 823 — 299 — 1,122 Total expenses 61,368 — 229,481 (5,464 ) 285,385 Equity in earnings of unconsolidated real estate JVs — — 40,718 — 40,718 Equity in earnings of affiliates 269,987 147,999 2,912 (420,898 ) — Investment income — 111 122,092 — 122,203 Net income 213,636 148,110 278,511 (420,898 ) 219,359 Net income attributable to noncontrolling interests — — (5,723 ) — (5,723 ) Net income attributable to Alexandria Real Estate Equities, Inc.’s stockholders 213,636 148,110 272,788 (420,898 ) 213,636 Dividends on preferred stock (1,301 ) — — — (1,301 ) Net income attributable to unvested restricted stock awards (3,395 ) — — — (3,395 ) Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders $ 208,940 $ 148,110 $ 272,788 $ (420,898 ) $ 208,940 Condensed Consolidating Statement of Income for the Three Months Ended September 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 $ — $ — $ 216,021 $ — $ 216,021 Tenant recoveries — — 67,058 — 67,058 Other income 3,230 (2,589 ) 5,736 (4,086 ) 2,291 Total revenues 3,230 (2,589 ) 288,815 (4,086 ) 285,370 Expenses: Rental operations — — 83,469 — 83,469 General and administrative 16,598 — 5,124 (4,086 ) 17,636 Interest 23,958 — 7,073 — 31,031 Depreciation and amortization 1,787 — 106,001 — 107,788 Total expenses 42,343 — 201,667 (4,086 ) 239,924 Equity in earnings of unconsolidated real estate JVs — — 14,100 — 14,100 Equity in earnings of affiliates 92,886 88,900 1,702 (183,488 ) — Net income 53,773 86,311 102,950 (183,488 ) 59,546 Net income attributable to noncontrolling interests — — (5,773 ) — (5,773 ) Net income attributable to Alexandria Real Estate Equities, Inc.’s stockholders 53,773 86,311 97,177 (183,488 ) 53,773 Dividends on preferred stock (1,302 ) — — — (1,302 ) Net income attributable to unvested restricted stock awards (1,198 ) — — — (1,198 ) Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders $ 51,273 $ 86,311 $ 97,177 $ (183,488 ) $ 51,273 Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended September 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 $ 213,636 $ 148,110 $ 278,511 $ (420,898 ) $ 219,359 Other comprehensive loss: Unrealized losses on interest rate hedge agreements: Unrealized interest rate hedge gains arising during the period 165 — — — 165 Reclassification adjustment for amortization of interest income included in net income (1,432 ) — — — (1,432 ) Unrealized losses on interest rate hedge agreements, net (1,267 ) — — — (1,267 ) Unrealized losses on foreign currency translation: Unrealized foreign currency translation losses arising during the period — — (59 ) — (59 ) Reclassification adjustment for cumulative foreign currency translation losses included in net income upon sale or liquidation — — — — — Unrealized losses on foreign currency translation, net — — (59 ) — (59 ) Total other comprehensive loss (1,267 ) — (59 ) — (1,326 ) Comprehensive income 212,369 148,110 278,452 (420,898 ) 218,033 Less: comprehensive income attributable to noncontrolling interests — — (5,723 ) — (5,723 ) Comprehensive income attributable to Alexandria Real Estate Equities, Inc.’s stockholders $ 212,369 $ 148,110 $ 272,729 $ (420,898 ) $ 212,310 Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended September 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 $ 53,773 $ 86,311 $ 102,950 $ (183,488 ) $ 59,546 Other comprehensive income: Unrealized gains on available-for-sale equity securities: Unrealized holding gains arising during the period — 65 16,953 — 17,018 Reclassification adjustment for losses included in net income — — — — — Unrealized gains on available-for-sale equity securities, net — 65 16,953 — 17,018 Unrealized gains (losses) on interest rate hedge agreements: Unrealized interest rate hedge gains (losses) arising during the period 174 — (29 ) — 145 Reclassification adjustment for amortization of interest expense included in net income 195 — 3 — 198 Unrealized gains (losses) on interest rate hedge agreements, net 369 — (26 ) — 343 Unrealized gains on foreign currency translation: Unrealized foreign currency translation gains arising during the period — — 3,836 — 3,836 Reclassification adjustment for cumulative foreign currency translation losses included in net income upon sale or liquidation — — — — — Unrealized gains on foreign currency translation, net — — 3,836 — 3,836 Total other comprehensive income 369 65 20,763 — 21,197 Comprehensive income 54,142 86,376 123,713 (183,488 ) 80,743 Less: comprehensive income attributable to noncontrolling interests — — (5,783 ) — (5,783 ) Comprehensive income attributable to Alexandria Real Estate Equities, Inc.’s stockholders $ 54,142 $ 86,376 $ 117,930 $ (183,488 ) $ 74,960 Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 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 $ 403,996 $ 346,163 $ 586,457 $ (915,192 ) $ 421,424 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 4,830 — 347,841 — 352,671 Loss on early extinguishment of debt 823 — 299 — 1,122 Impairment of real estate — — 6,311 — 6,311 Equity in earnings of unconsolidated real estate JVs — — (42,952 ) — (42,952 ) Distributions of earnings from unconsolidated real estate JVs — — 430 — 430 Amortization of loan fees 6,685 — 1,185 — 7,870 Amortization of debt discounts (premiums) 587 — (2,382 ) — (1,795 ) Amortization of acquired below-market leases — — (16,588 ) — (16,588 ) Deferred rent — — (75,960 ) — (75,960 ) Stock compensation expense 25,209 — — — 25,209 Equity in earnings of affiliates (562,707 ) (345,676 ) (6,809 ) 915,192 — Investment loss (income) — (487 ) (219,807 ) — (220,294 ) Changes in operating assets and liabilities: Tenant receivables — — (807 ) — (807 ) Deferred leasing costs — — (42,821 ) — (42,821 ) Other assets (14,955 ) — (6,674 ) — (21,629 ) Accounts payable, accrued expenses, and tenant security deposits (4,371 ) — 26,268 — 21,897 Net cash (used in) provided by operating activities (139,903 ) — 553,991 — 414,088 Investing Activities Proceeds from sales of real estate — — 5,748 — 5,748 Additions to real estate — — (663,688 ) — (663,688 ) Purchases of real estate — — (947,013 ) — (947,013 ) Deposits for investing activities — — 2,500 — 2,500 Investments in subsidiaries (1,453,711 ) (1,234,186 ) (25,477 ) 2,713,374 — Acquisitions of interests in unconsolidated real estate JVs — — (35,922 ) — (35,922 ) Investments in unconsolidated real estate JVs — — (77,501 ) — (77,501 ) Return of capital from unconsolidated real estate joint ventures — — 68,592 — 68,592 Additions to investments — — (174,195 ) — (174,195 ) Sales of investments — 420 56,910 — 57,330 Net cash used in investing activities $ (1,453,711 ) $ (1,233,766 ) $ (1,790,046 ) $ 2,713,374 $ (1,764,149 ) Condensed Consolidating Statement of Cash Flows (continued) for the Nine Months Ended September 30, 2018 (In thousands) (Unaudited) Alexandria Real Alexandria Real Combined Eliminations Consolidated Financing Activities Borrowings from secured notes payable $ — $ — $ 17,784 $ — $ 17,784 Repayments of borrowings from secured notes payable — — (155,155 ) — (155,155 ) Proceeds from issuance of unsecured senior notes payable 899,321 — — — 899,321 Borrowings from unsecured senior line of credit 3,894,000 — — — 3,894,000 Repayments of borrowings from unsecured senior line of credit (3,531,000 ) — — — (3,531,000 ) Repayments of borrowings from unsecured senior bank term loans (200,000 ) — — — (200,000 ) Transfers to/from parent company 102,582 1,233,757 1,377,035 (2,713,374 ) — Payment of loan fees (19,066 ) — — — (19,066 ) Proceeds from the issuance of common stock 696,532 — — — 696,532 Dividends on common stock (280,632 ) — — — (280,632 ) Dividends on preferred stock (3,905 ) — — — (3,905 ) Contributions from noncontrolling interests — — 15,837 — 15,837 Distributions to and purchases of noncontrolling interests — — (25,910 ) — (25,910 ) Net cash provided by financing activities 1,557,832 1,233,757 1,229,591 (2,713,374 ) 1,307,806 Effect of foreign exchange rate changes on cash and cash equivalents — — (1,051 ) — (1,051 ) Net decrease in cash, cash equivalents, and restricted cash (35,782 ) (9 ) (7,515 ) — (43,306 ) 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 $ 94,734 $ — $ 139,146 $ — $ 233,880 Supplemental Disclosure of Cash Flow Information: Cash paid during the period for interest, net of interest capitalized $ 81,888 $ — $ 17,750 $ — $ 99,638 Non-Cash Investing Activities: Change in accrued construction $ — $ — $ 69,654 $ — $ 69,654 Condensed Consolidating Statement of Cash Flows for the Nine Months Ended September 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 $ 129,705 $ 239,768 $ 278,597 $ (499,473 ) $ 148,597 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 5,217 — 303,852 — 309,069 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 earnings of unconsolidated real estate JVs — — (15,050 ) — (15,050 ) Distributions of earnings from unconsolidated real estate JVs — — 249 — 249 Amortization of loan fees 5,665 — 2,913 — 8,578 Amortization of debt discounts (premiums) 441 — (2,314 ) — (1,873 ) Amortization of acquired below-market leases — — (14,908 ) — (14,908 ) Deferred rent — — (74,362 ) — (74,362 ) Stock compensation expense 18,649 — — — 18,649 Equity in earnings of affiliates (252,434 ) (242,345 ) (4,694 ) 499,473 — Investment loss (income) — 2,582 (4,589 ) — (2,007 ) Changes in operating assets and liabilities: Tenant receivables — — (224 ) — (224 ) Deferred leasing costs — — (39,925 ) — (39,925 ) Other assets (10,576 ) — (86 ) — (10,662 ) Accounts payable, accrued expenses, and tenant security deposits (9,813 ) (9 ) 40,441 — 30,619 Net cash (used in) provided by operating activities (112,476 ) (4 ) 469,722 — 357,242 Investing Activities Proceeds from sales of real estate — — 4,263 — 4,263 Additions to real estate — — (660,877 ) — (660,877 ) Purchases of real estate — — (590,884 ) — (590,884 ) Deposits for investing activities — — 4,700 — 4,700 Investments in subsidiaries (753,137 ) (588,808 ) (12,160 ) 1,354,105 — Investments in unconsolidated real estate JVs — — (248 ) — (248 ) Return of capital from unconsolidated real estate JVs — — 38,576 — 38,576 Additions to investments — — (128,190 ) — (128,190 ) Sales of investments — 204 18,692 — 18,896 Net cash used in investing activities $ (753,137 ) $ (588,604 ) $ (1,326,128 ) $ 1,354,105 $ (1,313,764 ) Condensed Consolidating Statement of Cash Flows (continued) for the Nine Months Ended September 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 $ — $ — $ 145,272 $ — $ 145,272 Repayments of borrowings from secured notes payable — — (2,882 ) — (2,882 ) Proceeds from issuance of unsecured senior notes payable 424,384 — — — 424,384 Borrowings from unsecured senior line of credit 2,634,000 — — — 2,634,000 Repayments of borrowings from unsecured senior line of credit (2,348,000 ) — — — (2,348,000 ) Repayments of borrowings from unsecured bank term loans (200,000 ) — — — (200,000 ) Transfers to/from parent company 47,558 588,608 717,939 (1,354,105 ) — Payment of loan fees (3,956 ) — (387 ) — (4,343 ) 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 705,391 — — — 705,391 Dividends on common stock (229,814 ) — — — (229,814 ) Dividends on preferred stock (8,317 ) — — — (8,317 ) Contributions from noncontrolling interests — — 9,877 — 9,877 Distributions to noncontrolling interests — — (17,432 ) — (17,432 ) Net cash provided by financing activities 872,962 588,608 852,387 (1,354,105 ) 959,852 Effect of foreign exchange rate changes on cash and cash equivalents — — 1,579 — 1,579 Net increase (decrease) in cash, cash equivalents, and restricted cash 7,349 — (2,440 ) — 4,909 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 $ 38,054 $ — $ 108,221 $ — $ 146,275 Supplemental Disclosure of Cash Flow Information: Cash paid during the period for interest, net of interest capitalized $ 67,091 $ — $ 19,141 $ — $ 86,232 Non-Cash Investing Activities: Change in accrued construction $ — $ — $ (38,767 ) $ — $ (38,767 ) Contribution of real estate to an unconsolidated real estate JV $ — $ — $ 6,998 $ — $ 6,998 |