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 March 31, 2019 , and December 31, 2018 , the condensed consolidating statements of income and comprehensive income for the three months ended March 31, 2019 and 2018 , and the condensed consolidating statements of cash flows for the three months ended March 31, 2019 and 2018 , 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 March 31, 2019 (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 $ — $ — $ 12,410,350 $ — $ 12,410,350 Investments in unconsolidated real estate JVs — — 290,405 — 290,405 Cash and cash equivalents 124,562 — 136,810 — 261,372 Restricted cash 143 — 54,290 — 54,433 Tenant receivables — — 9,645 — 9,645 Deferred rent — — 558,103 — 558,103 Deferred leasing costs — — 241,268 — 241,268 Investments — 1,232 999,672 — 1,000,904 Investments in and advances to affiliates 13,091,955 11,679,065 237,842 (25,008,862 ) — Other assets 57,817 — 595,909 — 653,726 Total assets $ 13,274,477 $ 11,680,297 $ 15,534,294 $ (25,008,862 ) $ 15,480,206 Liabilities, Noncontrolling Interests, and Equity Secured notes payable $ — $ — $ 356,461 $ — $ 356,461 Unsecured senior notes payable 5,139,500 — — — 5,139,500 Unsecured senior line of credit — — — — — Unsecured senior bank term loan 347,542 — — — 347,542 Accounts payable, accrued expenses, and tenant security deposits 110,446 — 1,060,931 — 1,171,377 Dividends payable 110,412 — — — 110,412 Total liabilities 5,707,900 — 1,417,392 — 7,125,292 Redeemable noncontrolling interests — — 10,889 — 10,889 Alexandria Real Estate Equities, Inc.’s stockholders’ equity 7,566,577 11,680,297 13,328,565 (25,008,862 ) 7,566,577 Noncontrolling interests — — 777,448 — 777,448 Total equity 7,566,577 11,680,297 14,106,013 (25,008,862 ) 8,344,025 Total liabilities, noncontrolling interests, and equity $ 13,274,477 $ 11,680,297 $ 15,534,294 $ (25,008,862 ) $ 15,480,206 Condensed Consolidating Balance Sheet as of December 31, 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 $ — $ — $ 11,913,693 $ — $ 11,913,693 Investments in unconsolidated real estate JVs — — 237,507 — 237,507 Cash and cash equivalents 119,112 — 115,069 — 234,181 Restricted cash 193 — 37,756 — 37,949 Tenant receivables — — 9,798 — 9,798 Deferred rent — — 530,237 — 530,237 Deferred leasing costs — — 239,070 — 239,070 Investments — 1,262 891,002 — 892,264 Investments in and advances to affiliates 12,235,577 10,949,631 222,983 (23,408,191 ) — Other assets 56,353 — 313,904 — 370,257 Total assets $ 12,411,235 $ 10,950,893 $ 14,511,019 $ (23,408,191 ) $ 14,464,956 Liabilities, Noncontrolling Interests, and Equity Secured notes payable $ — $ — $ 630,547 $ — $ 630,547 Unsecured senior notes payable 4,292,293 — — — 4,292,293 Unsecured senior line of credit 208,000 — — — 208,000 Unsecured senior bank term loan 347,415 — — — 347,415 Accounts payable, accrued expenses, and tenant security deposits 111,282 — 870,425 — 981,707 Dividends payable 110,280 — — — 110,280 Total liabilities 5,069,270 — 1,500,972 — 6,570,242 Redeemable noncontrolling interests — — 10,786 — 10,786 Alexandria Real Estate Equities, Inc.’s stockholders’ equity 7,341,965 10,950,893 12,457,298 (23,408,191 ) 7,341,965 Noncontrolling interests — — 541,963 — 541,963 Total equity 7,341,965 10,950,893 12,999,261 (23,408,191 ) 7,883,928 Total liabilities, noncontrolling interests, and equity $ 12,411,235 $ 10,950,893 $ 14,511,019 $ (23,408,191 ) $ 14,464,956 Condensed Consolidating Statement of Income for the Three Months Ended March 31, 2019 (In thousands) (Unaudited) Alexandria Real Estate Equities, Inc. (Issuer) Alexandria Real Estate Equities, L.P. (Guarantor Subsidiary) Combined Non- Guarantor Subsidiaries Eliminations Consolidated Revenues: Income from rentals $ — $ — $ 354,749 $ — $ 354,749 Other income 5,034 — 4,415 (5,356 ) 4,093 Total revenues 5,034 — 359,164 (5,356 ) 358,842 Expenses: Rental operations — — 101,501 — 101,501 General and administrative 24,350 — 5,683 (5,356 ) 24,677 Interest 35,829 — 3,271 — 39,100 Depreciation and amortization 1,663 — 132,424 — 134,087 Loss on early extinguishment of debt — — 7,361 — 7,361 Total expenses 61,842 — 250,240 (5,356 ) 306,726 Equity in earnings of unconsolidated real estate JVs — — 1,146 — 1,146 Equity in earnings of affiliates 185,967 100,971 1,985 (288,923 ) — Investment income — 142 83,414 — 83,556 Net income 129,159 101,113 195,469 (288,923 ) 136,818 Net income attributable to noncontrolling interests — — (7,659 ) — (7,659 ) Net income attributable to Alexandria Real Estate Equities, Inc.’s stockholders 129,159 101,113 187,810 (288,923 ) 129,159 Dividends on preferred stock (1,026 ) — — — (1,026 ) Preferred stock redemption charge (2,580 ) — — — (2,580 ) Net income attributable to unvested restricted stock awards (1,955 ) — — — (1,955 ) Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders $ 123,598 $ 101,113 $ 187,810 $ (288,923 ) $ 123,598 Condensed Consolidating Statement of Income for the Three Months Ended March 31, 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: Income from rentals $ — $ — $ 317,655 $ — $ 317,655 Other income 4,124 — 2,925 (4,565 ) 2,484 Total revenues 4,124 — 320,580 (4,565 ) 320,139 Expenses: Rental operations — — 91,771 — 91,771 General and administrative 21,890 — 5,096 (4,565 ) 22,421 Interest 31,095 — 5,820 — 36,915 Depreciation and amortization 1,677 — 112,542 — 114,219 Total expenses 54,662 — 215,229 (4,565 ) 265,326 Equity in earnings of unconsolidated real estate JVs — — 1,144 — 1,144 Equity in earnings of affiliates 186,168 98,882 1,954 (287,004 ) — Investment income — 473 85,088 — 85,561 Net income 135,630 99,355 193,537 (287,004 ) 141,518 Net income attributable to noncontrolling interests — — (5,888 ) — (5,888 ) Net income attributable to Alexandria Real Estate Equities, Inc.’s stockholders 135,630 99,355 187,649 (287,004 ) 135,630 Dividends on preferred stock (1,302 ) — — — (1,302 ) Net income attributable to unvested restricted stock awards (1,941 ) — — — (1,941 ) Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders $ 132,387 $ 99,355 $ 187,649 $ (287,004 ) $ 132,387 Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended March 31, 2019 (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 $ 129,159 $ 101,113 $ 195,469 $ (288,923 ) $ 136,818 Other comprehensive (loss) income: Unrealized losses on interest rate hedge agreements: Unrealized interest rate hedge losses arising during the period (558 ) — — — (558 ) Reclassification adjustment for amortization of interest income included in net income (1,929 ) — — — (1,929 ) Unrealized losses on interest rate hedge agreements, net (2,487 ) — — — (2,487 ) Unrealized gains on foreign currency translation: Unrealized foreign currency translation gains arising during the period — — 2,210 — 2,210 Unrealized gains on foreign currency translation, net — — 2,210 — 2,210 Total other comprehensive (loss) income (2,487 ) — 2,210 — (277 ) Comprehensive income 126,672 101,113 197,679 (288,923 ) 136,541 Less: comprehensive income attributable to noncontrolling interests — — (7,659 ) — (7,659 ) Comprehensive income attributable to Alexandria Real Estate Equities, Inc.’s stockholders $ 126,672 $ 101,113 $ 190,020 $ (288,923 ) $ 128,882 Condensed Consolidating Statement of Comprehensive Income for the Three Months Ended March 31, 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 $ 135,630 $ 99,355 $ 193,537 $ (287,004 ) $ 141,518 Other comprehensive income (loss): Unrealized gains on interest rate hedge agreements: Unrealized interest rate hedge gains arising during the period 1,982 — — — 1,982 Reclassification adjustment for amortization of interest income included in net income (678 ) — — — (678 ) Unrealized gains on interest rate hedge agreements, net 1,304 — — — 1,304 Unrealized losses on foreign currency translation: Unrealized foreign currency translation losses arising during the period — — (329 ) — (329 ) Unrealized losses on foreign currency translation, net — — (329 ) — (329 ) Total other comprehensive income (loss) 1,304 — (329 ) — 975 Comprehensive income 136,934 99,355 193,208 (287,004 ) 142,493 Less: comprehensive income attributable to noncontrolling interests — — (5,888 ) — (5,888 ) Comprehensive income attributable to Alexandria Real Estate Equities, Inc.’s stockholders $ 136,934 $ 99,355 $ 187,320 $ (287,004 ) $ 136,605 Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2019 (In thousands) (Unaudited) Alexandria Alexandria Combined Non-Guarantor Subsidiaries Eliminations Consolidated Operating Activities Net income $ 129,159 $ 101,113 $ 195,469 $ (288,923 ) $ 136,818 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 1,663 — 132,424 — 134,087 Loss on early extinguishment of debt — — 7,361 — 7,361 Equity in earnings of unconsolidated real estate JVs — — (1,146 ) — (1,146 ) Distributions of earnings from unconsolidated real estate JVs — — 858 — 858 Amortization of loan fees 2,094 — 139 — 2,233 Amortization of debt premiums (29 ) — (772 ) — (801 ) Amortization of acquired below-market leases — — (7,148 ) — (7,148 ) Deferred rent — — (26,965 ) — (26,965 ) Stock compensation expense 11,029 — — — 11,029 Equity in earnings of affiliates (185,967 ) (100,971 ) (1,985 ) 288,923 — Investment income — (142 ) (83,414 ) — (83,556 ) Changes in operating assets and liabilities: Tenant receivables — — 167 — 167 Deferred leasing costs — — (11,279 ) — (11,279 ) Other assets 1,200 — (9,884 ) — (8,684 ) Accounts payable, accrued expenses, and tenant security deposits (8,530 ) — (7,714 ) — (16,244 ) Net cash (used in) provided by operating activities (49,381 ) — 186,111 — 136,730 Investing Activities Additions to real estate — — (241,049 ) — (241,049 ) Purchases of real estate — — (418,358 ) — (418,358 ) Returns of deposits for investing activities — — 500 — 500 Investments in subsidiaries (670,411 ) (628,463 ) (12,874 ) 1,311,748 — Investments in unconsolidated real estate JVs — — (52,634 ) — (52,634 ) Additions to investments — — (48,992 ) — (48,992 ) Sales of investments — 172 26,028 — 26,200 Net cash used in investing activities $ (670,411 ) $ (628,291 ) $ (747,379 ) $ 1,311,748 $ (734,333 ) Condensed Consolidating Statement of Cash Flows (continued) for the Three Months Ended March 31, 2019 (In thousands) (Unaudited) Alexandria Alexandria Combined Eliminations Consolidated Financing Activities Repayments of borrowings from secured notes payable $ — $ — $ (301,343 ) $ — $ (301,343 ) Proceeds from issuance of unsecured senior notes payable 854,209 — — — 854,209 Borrowings from unsecured senior line of credit 1,405,000 — — — 1,405,000 Repayments of borrowings from unsecured senior line of credit (1,613,000 ) — — — (1,613,000 ) Transfers to/from parent company 206,930 628,291 476,527 (1,311,748 ) — Payment of loan fees (8,150 ) — (7,075 ) — (15,225 ) Taxes paid related to net settlement of equity awards (89 ) — — — (89 ) Repurchase of 7.00% Series D cumulative convertible preferred stock (9,240 ) — — — (9,240 ) Dividends on common stock (109,342 ) — — — (109,342 ) Dividends on preferred stock (1,126 ) — — — (1,126 ) Contributions from and sales of noncontrolling interests — — 440,671 — 440,671 Distributions to and purchases of noncontrolling interests — — (9,709 ) — (9,709 ) Net cash provided by financing activities 725,192 628,291 599,071 (1,311,748 ) 640,806 Effect of foreign exchange rate changes on cash and cash equivalents — — 472 — 472 Net increase in cash, cash equivalents, and restricted cash 5,400 — 38,275 — 43,675 Cash, cash equivalents, and restricted cash as of the beginning of period 119,305 — 152,825 — 272,130 Cash, cash equivalents, and restricted cash as of the end of period $ 124,705 $ — $ 191,100 $ — $ 315,805 Supplemental Disclosures and Non-Cash Investing and Financing Activities: Cash paid during the period for interest, net of interest capitalized $ 45,150 $ — $ 4,450 $ — $ 49,600 Change in accrued construction $ — $ — $ 9,939 $ — $ 9,939 Accrued construction for current period additions to real estate $ — $ — $ 133,502 $ — $ 133,502 Assumption of secured notes payable in connection with purchase of properties $ — $ — $ (28,200 ) $ — $ (28,200 ) Right-of-use asset $ — $ — $ 239,653 $ — $ 239,653 Lease liability $ — $ — $ (245,638 ) $ — $ (245,638 ) Condensed Consolidating Statement of Cash Flows for the Three Months Ended March 31, 2018 (In thousands) (Unaudited) Alexandria Alexandria Combined Eliminations Consolidated Operating Activities Net income $ 135,630 $ 99,355 $ 193,537 $ (287,004 ) $ 141,518 Adjustments to reconcile net income to net cash (used in) provided by operating activities: Depreciation and amortization 1,677 — 112,542 — 114,219 Equity in earnings of unconsolidated real estate JVs — — (1,144 ) — (1,144 ) Distributions of earnings from unconsolidated real estate JVs — — 144 — 144 Amortization of loan fees 2,105 — 438 — 2,543 Amortization of debt discounts (premiums) 187 — (762 ) — (575 ) Amortization of acquired below-market leases — — (6,170 ) — (6,170 ) Deferred rent — — (32,631 ) — (32,631 ) Stock compensation expense 7,248 — — — 7,248 Equity in earnings of affiliates (186,168 ) (98,882 ) (1,954 ) 287,004 — Investment income — (473 ) (85,088 ) — (85,561 ) Changes in operating assets and liabilities: Tenant receivables — — (988 ) — (988 ) Deferred leasing costs — — (13,819 ) — (13,819 ) Other assets (6,398 ) — (7,881 ) — (14,279 ) Accounts payable, accrued expenses, and tenant security deposits (3,125 ) — 21,541 — 18,416 Net cash (used in) provided by operating activities (48,844 ) — 177,765 — 128,921 Investing Activities Additions to real estate — — (206,404 ) — (206,404 ) Purchases of real estate — — (303,156 ) — (303,156 ) Deposits for investing activities — — (7,786 ) — (7,786 ) Investments in subsidiaries (507,351 ) (399,482 ) (8,256 ) 915,089 — Acquisitions of interests in unconsolidated real estate joint ventures — — (35,922 ) — (35,922 ) Investments in unconsolidated real estate JVs — — (22,325 ) — (22,325 ) Additions to investments — — (50,287 ) — (50,287 ) Sales of investments — 364 27,478 — 27,842 Net cash used in investing activities $ (507,351 ) $ (399,118 ) $ (606,658 ) $ 915,089 $ (598,038 ) Condensed Consolidating Statement of Cash Flows (continued) for the Three Months Ended March 31, 2018 (In thousands) (Unaudited) Alexandria Alexandria Combined Eliminations Consolidated Financing Activities Borrowings from secured notes payable $ — $ — $ 6,142 $ — $ 6,142 Repayments of borrowings from secured notes payable — — (1,189 ) — (1,189 ) Borrowings from unsecured senior line of credit 1,035,000 — — — 1,035,000 Repayments of borrowings from unsecured senior line of credit (595,000 ) — — — (595,000 ) Transfers to/from parent company 94,702 399,109 421,278 (915,089 ) — Proceeds from issuance of common stock 99,369 — — — 99,369 Dividends on common stock (91,060 ) — — — (91,060 ) Dividends on preferred stock (1,302 ) — — — (1,302 ) Contributions from noncontrolling interests — — 6,579 — 6,579 Distributions to noncontrolling interests — — (7,220 ) — (7,220 ) Net cash provided by financing activities 541,709 399,109 425,590 (915,089 ) 451,319 Effect of foreign exchange rate changes on cash and cash equivalents — — (406 ) — (406 ) Net decrease in cash, cash equivalents, and restricted cash (14,486 ) (9 ) (3,709 ) — (18,204 ) 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 $ 116,030 $ — $ 142,952 $ — $ 258,982 Supplemental Disclosures and Non-Cash Investing and Financing Activities: Cash paid during the period for interest, net of interest capitalized $ 29,348 $ — $ 6,145 $ — $ 35,493 Change in accrued construction $ — $ — $ 19,565 $ — $ 19,565 Accrued construction for current period additions to real estate $ — $ — $ 130,761 $ — $ 130,761 |