ALEXANDRIA REAL ESTATE EQUITIES INC
For the period ended Dec 31, 2023. Filed Jan 29, 2024.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Jan 29, 2024
ARE$44.70-2.6%Stored close · as of Nov 10, 2026
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ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) and (2) Financial Statements and Financial Statement Schedule
The financial statements and financial statement schedule required by this Item are included as a separate section in this annual report on Form 10-K beginning on page F-1.
| Page | |
| Report of Independent Registered Public Accounting Firm (PCAOB ID: 00042) | F-1 |
|---|---|
| Audited Consolidated Financial Statements of Alexandria Real Estate Equities, Inc.: | |
| Consolidated Balance Sheets as of December 31, 2023 and 2022 | F-3 |
| Consolidated Financial Statements for the Years Ended December 31, 2023, 2022, and 2021: | |
| Consolidated Statements of Operations | F-4 |
| Consolidated Statements of Comprehensive Income | F-5 |
| Consolidated Statements of Changes in Stockholders’ Equity and Noncontrolling Interests | F-6 |
| Consolidated Statements of Cash Flows | F-8 |
| Notes to Consolidated Financial Statements | F-10 |
| Schedule III – Consolidated Financial Statement Schedule of Real Estate and Accumulated Depreciation | F-51 |
(a)(3) Exhibits
| ExhibitNumber | Exhibit Title | Incorporated by Reference to: | Date Filed |
|---|---|---|---|
| 3.1* | Articles of Amendment and Restatement of the Company | Form 10-Q | August 14, 1997 |
| 3.2* | Certificate of Correction of the Company | Form 10-Q | August 14, 1997 |
| 3.3* | Articles of Amendment of the Company, dated May 10, 2017 | Form 8-K | May 12, 2017 |
| 3.4* | Articles of Amendment of the Company, dated May 18, 2022 | Form 8-K | May 19, 2022 |
| 3.5* | Articles Supplementary, dated June 9, 1999, relating to the 9.50% Series A Cumulative Redeemable Preferred Stock | Form 10-Q | August 13, 1999 |
| 3.6* | Articles Supplementary, dated February 10, 2000, relating to the election to be subject to Subtitle 8 of Title 3 of the Maryland General Corporation Law | Form 8-K | February 10, 2000 |
| 3.7* | Articles Supplementary, dated February 10, 2000, relating to the Series A Junior Participating Preferred Stock | Form 8-K | February 10, 2000 |
| 3.8* | Articles Supplementary, dated January 18, 2002, relating to the 9.10% Series B Cumulative Redeemable Preferred Stock | Form 8-A | January 18, 2002 |
| 3.9* | Articles Supplementary, dated June 22, 2004, relating to the 8.375% Series C Cumulative Redeemable Preferred Stock | Form 8-A | June 28, 2004 |
| 3.10* | Articles Supplementary, dated March 25, 2008, relating to the 7.00% Series D Cumulative Convertible Preferred Stock | Form 8-K | March 25, 2008 |
| 3.11* | Articles Supplementary, dated March 12, 2012, relating to the 6.45% Series E Cumulative Redeemable Preferred Stock | Form 8-K | March 14, 2012 |
| 3.12* | Articles Supplementary, dated May 10, 2017, relating to Reclassified Preferred Stock | Form 8-K | May 12, 2017 |
| 3.13* | Amended and Restated Bylaws of the Company (Amended September 21, 2023) | Form 8-K | September 22, 2023 |
| 4.1* | Specimen certificate representing shares of common stock | Form 10-Q | May 5, 2011 |
| 4.2* | Indenture, dated as of February 29, 2012, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and the Bank of New York Mellon Trust Company, N.A., as Trustee | Form 8-K | February 29, 2012 |
| ExhibitNumber | Exhibit Title | Incorporated by Reference to: | Date Filed |
|---|---|---|---|
| 4.3* | Supplemental Indenture No. 4, dated as of July 18, 2014, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and the Bank of New York Mellon Trust Company, N.A., as Trustee | Form 8-K | July 18, 2014 |
| 4.4* | Form of 4.500% Senior Notes due 2029 (included in Exhibit 4.3 above) | Form 8-K | July 18, 2014 |
| 4.5* | Indenture, dated as of November 17, 2015, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Wilmington Trust, National Association, as Trustee | Form 8-K | November 17, 2015 |
| 4.6* | Supplemental Indenture No. 1, dated as of November 17, 2015, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Wilmington Trust, National Association, as Trustee | Form 8-K | November 17, 2015 |
| 4.7* | Form of 4.30% Senior Notes due 2026 (included in Exhibit 4.6 above) | Form 8-K | November 17, 2015 |
| 4.8* | Supplemental Indenture No. 2, dated as of June 10, 2016, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Wilmington Trust, National Association, as Trustee | Form 8-K | June 10, 2016 |
| 4.9* | Form of 3.95% Senior Notes due 2027 (included in Exhibit 4.8 above) | Form 8-K | June 10, 2016 |
| 4.10* | Indenture, dated as of March 3, 2017, among the Company, as Issuer Alexandria Real Estate Equities, L.P., as Guarantor, and Branch Banking and Trust Company, as Trustee | Form 8-K | March 3, 2017 |
| 4.11* | Supplemental Indenture No. 1, dated as of March 3, 2017, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Branch Banking and Trust Company, as Trustee | Form 8-K | March 3, 2017 |
| 4.12* | Form of 3.95% Senior Notes due 2028 (included in Exhibit 4.11 above) | Form 8-K | March 3, 2017 |
| 4.13* | Supplemental Indenture No. 2, dated as of November 20, 2017, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Branch Banking and Trust Company, as Trustee | Form 8-K | November 20, 2017 |
| 4.14* | Form of 3.45% Senior Notes due 2025 (included in Exhibit 4.13 above) | Form 8-K | November 20, 2017 |
| 4.15* | Supplemental Indenture No. 3, dated as of June 21, 2018, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Branch Banking and Trust Company, as Trustee | Form 8-K | June 21, 2018 |
| 4.16* | Supplemental Indenture No. 4, dated as of June 21, 2018, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Branch Banking and Trust Company, as Trustee | Form 8-K | June 21, 2018 |
| 4.17* | Form of 4.700% Senior Notes due 2030 (included in Exhibit 4.16 above) | Form 8-K | June 21, 2018 |
| 4.18* | Supplemental Indenture No. 5, dated as of March 21, 2019, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Branch Banking and Trust Company, as Trustee | Form 8-K | March 21, 2019 |
| 4.19* | Form of 3.800% Senior Notes due 2026 (included in Exhibit 4.18 above) | Form 8-K | March 21, 2019 |
| 4.20* | Supplemental Indenture No. 6, dated as of March 21, 2019, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Branch Banking and Trust Company, as Trustee | Form 8-K | March 21, 2019 |
| 4.21* | Form of 4.850% Senior Notes due 2049 (included in Exhibit 4.20 above) | Form 8-K | March 21, 2019 |
| 4.22* | Supplemental Indenture No. 8, dated as of July 15, 2019, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Branch Banking and Trust Company, as Trustee | Form 8-K | July 15, 2019 |
| 4.23* | Form of 3.375% Senior Notes due 2031 (included in Exhibit 4.22 above) | Form 8-K | July 15, 2019 |
| 4.24* | Supplemental Indenture No. 9, dated as of July 15, 2019, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Branch Banking and Trust Company, as Trustee | Form 8-K | July 15, 2019 |
| 4.25* | Supplemental Indenture No. 11 dated as of September 12, 2019, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Branch Banking and Trust Company, as Trustee | Form 8-K | September 12, 2019 |
| 4.26* | Form of 4.000% Senior Notes due 2050 (included in Exhibit 4.25 above) | Form 8-K | July 15, 2019 |
| ExhibitNumber | Exhibit Title | Incorporated by Reference to: | Date Filed |
| 4.27* | Supplemental Indenture No. 10, dated as of September 12, 2019, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Branch Banking and Trust Company, as Trustee | Form 8-K | September 12, 2019 |
| 4.28* | Form of 2.750% Senior Notes due 2029 (included in Exhibit 4.27 above) | Form 8-K | September 12, 2019 |
| 4.29* | Supplemental Indenture No. 12, dated as of March 26, 2020, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Branch Banking and Trust Company, as Trustee | Form 8-K | March 26, 2020 |
| 4.30* | Form of 4.900% Senior Notes due 2030 (included in Exhibit 4.29 above) | Form 8-K | March 26, 2020 |
| 4.31* | Supplemental Indenture No. 13, dated August 5, 2020, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Trust Bank, as Trustee | Form 8-K | August 5, 2020 |
| 4.32* | Form of 1.875% Senior Notes due 2033 (included in Exhibit 4.31 above) | Form 8-K | August 5, 2020 |
| 4.33* | Supplemental Indenture No. 14, dated February 18, 2021, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Trust Bank, as Trustee | Form 8-K | February 18, 2021 |
| 4.34* | Form of 2.000 % Senior Notes due 2032 (included in Exhibit 4.33 above) | Form 8-K | February 18, 2021 |
| 4.35* | Supplemental Indenture No. 15, dated February 18, 2021, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Trust Bank, as Trustee | Form 8-K | February 18, 2021 |
| 4.36* | Form of 3.000 % Senior Notes due 2051 (included in Exhibit 4.35 above) | Form 8-K | February 18, 2021 |
| 4.37* | Supplemental Indenture No. 16, dated February 16, 2022, among the Company, as Issuer, Alexandria Real Estate Equities, L.P. as Guarantor, and Truist Bank, as Trustee | Form 8-K | February 16, 2022 |
| 4.38* | Form of 2.950% Senior Notes due 2034 (included in Exhibit 4.37 above) | Form 8-K | February 16, 2022 |
| 4.39* | Supplemental Indenture No. 17, dated February 16, 2022, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Truist Bank, as Trustee | Form 8-K | February 16, 2022 |
| 4.40* | Form of 3.550% Senior Notes due 2052 (included in Exhibit 4.39 above) | Form 8-K | February 16, 2022 |
| 4.41* | Supplemental Indenture No. 18, dated as of February 16, 2023, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Truist Bank, as Trustee | Form 8-K | February 16, 2023 |
| 4.42* | Form of 4.750% Senior Notes due 2035 (included in Exhibit 4.41 above) | Form 8-K | February 16, 2023 |
| 4.43* | Supplemental Indenture No. 19, dated as of February 16, 2023, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Truist Bank, as Trustee | Form 8-K | February 16, 2023 |
| 4.44* | Form of 5.150% Senior Notes due 2053 (included in Exhibit 4.43 above) | Form 8-K | February 16, 2023 |
| 4.45 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 | N/A | Filed herewith |
| 10.1* | Second Amended and Restated Credit Agreement, dated June 28, 2023, among the Company, as Borrower, Alexandria Real Estate Equities, L.P., as a Guarantor, Citibank, N.A., as Administrative Agent, and the lenders and other parties thereto | Form 10-Q | July 24, 2023 |
| 10.2*(1) | Amended and Restated 1997 Stock Award and Incentive Plan of the Company | Form 8-K | May 19, 2022 |
| 10.3*(1) | Form of Non-Employee Director Stock Option Agreement for use in connection with options issued pursuant to the Amended and Restated 1997 Stock Award and Incentive Plan | Form S-11 | May 5, 1997 |
| 10.4*(1) | Form of Incentive Stock Option Agreement for use in connection with options issued pursuant to the Amended and Restated 1997 Stock Award and Incentive Plan | Form S-11 | May 5, 1997 |
| 10.5*(1) | Form of Nonqualified Stock Option Agreement for use in connection with options issued pursuant to the Amended and Restated 1997 Stock Award and Incentive Plan | Form S-11 | May 5, 1997 |
| 10.6*(1) | Form of Employee Restricted Stock Agreement for use in connection with shares of restricted stock issued to employees pursuant to the Amended and Restated 1997 Stock Award and Incentive Plan | Form 10-K | January 30, 2018 |
| ExhibitNumber | Exhibit Title | Incorporated by Reference to: | Date Filed |
| 10.7*(1) | Form of Employee Restricted Stock Agreement (U.S. Affiliate) for use in connection with shares of restricted stock issued to employees pursuant to the Amended and Restated 1997 Stock Award and Incentive Plan | Form 10-K | January 30, 2018 |
| 10.8*(1) | Form of Independent Director Restricted Stock Agreement for use in connection with shares of restricted stock issued to directors pursuant to the Amended and Restated 1997 Stock Award and Incentive Plan | Form 10-K | January 30, 2018 |
| 10.9*(1) | Form of Independent Contractor Restricted Stock Agreement for use in connection with shares of restricted stock issued to independent contractors pursuant to the Amended and Restated 1997 Stock Award and Incentive Plan | Form 10-K | January 30, 2018 |
| 10.10*(1) | The Company’s 2000 Deferred Compensation Plan, amended and restated effective as of January 1, 2010 | Form 10-K | March 1, 2011 |
| 10.11*(1) | The Company’s 2000 Deferred Compensation Plan for Directors, amended and restated effective as of January 1, 2010 | Form 10-K | March 1, 2011 |
| 10.12*(1) | Amended and Restated Executive Employment Agreement, effective as of January 1, 2015, by and between the Company and Joel S. Marcus | Form 8-K | April 7, 2015 |
| 10.13*(1) | Letter Amendment to Amended and Restated Executive Employment Agreement, dated July 3, 2017, by and between the Company and Joel S. Marcus | Form 8-K | July 3, 2017 |
| 10.14*(1) | Letter Amendment to Amended and Restated Executive Employment Agreement, entered into on March 20, 2018, by and between the Company and Joel S. Marcus | Form 10-Q | May 1, 2018 |
| 10.15*(1) | Letter Amendment to Amended and Restated Executive Employment Agreement, dated January 15, 2019, by and between the Company and Joel S. Marcus | Form 8-K | January 18, 2019 |
| 10.16*(1) | Letter Amendment to Amended and Restated Executive Employment Agreement, dated June 8, 2020, by and between the Company and Joel S. Marcus | Form 10-Q | July 27, 2020 |
| 10.17*(1) | Letter Amendment to Amended and Restated Executive Employment Agreement, dated August 30, 2023, by and between the Company and Joel S. Marcus | Form 10-Q | October 23, 2023 |
| 10.18(1) | Letter Amendment to Amended and Restated Executive Employment Agreement, dated January 5, 2024, by and between the Company and Joel S. Marcus | N/A | Filed herewith |
| 10.19*(1) | Third Amended and Restated Executive Employment Agreement between the Company and Peter M. Moglia, entered into on May 22, 2018 and effective as of May 22, 2018 | Form 10-Q | July 31, 2018 |
| 10.20(1) | Letter Amendment to Amended and Restated Executive Employment Agreement, dated January 5, 2024, by and between the Company and Peter Moglia | N/A | Filed herewith |
| 10.21*(1) | Fourth Amended and Restated Executive Employment Agreement between the Company and Dean A. Shigenaga, entered into on March 20, 2018 and effective as of April 23, 2018 | Form 10-Q | May 1, 2018 |
| 10.22*(1) | Amended and Restated Executive Employment Agreement between the Company and Marc E. Binda, entered into on August 17, 2023 and effective as of September 15, 2023 | Form 10-Q | October 23, 2023 |
| 10.23*(1) | Executive Employment Agreement between the Company and Daniel J. Ryan, entered into on May 22, 2018 and effective as of May 22, 2018 | Form 10-Q | July 31, 2018 |
| 10.24*(1) | Second Amended and Restated Executive Employment Agreement between the Company and Vincent R. Ciruzzi, Jr., entered into on October 1, 2015 and effective as of October 1, 2015 | Form 10-K | February 1, 2021 |
| 10.25*(1) | Executive Employment Agreement between the Company and Hunter Kass, entered into on January 1, 2021 and effective as of January 1, 2021 | Form 10-K | January 31, 2022 |
| 10.26(1) | Summary of Director Compensation Arrangements | N/A | Filed herewith |
| 10.27*(1) | Anniversary Bonus Plan of the Company | Form 8-K | June 17, 2010 |
| ExhibitNumber | Exhibit Title | Incorporated by Reference to: | Date Filed |
| 10.28*(1) | Form of Indemnification Agreement between the Company and each of its directors and officers | Form 10-K | March 1, 2011 |
| 14.1 | The Company’s Business Integrity Policy and Procedures for Reporting Non-Compliance (code of ethics pursuant to Item 406 of Regulation S-K) | N/A | Filed herewith |
| 21.1 | List of Subsidiaries of the Company | N/A | Filed herewith |
| 22.1 | List of Guarantor Subsidiaries of the Company | N/A | Filed herewith |
| 23.1 | Consent of Ernst & Young LLP | N/A | Filed herewith |
| 31.1 | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | N/A | Filed herewith |
| 31.2 | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | N/A | Filed herewith |
| 31.3 | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | N/A | Filed herewith |
| 32.0 | Certification of Principal Executive Officers and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | N/A | Filed herewith |
| 97.1(1) | Incentive Compensation Recoupment Policy | N/A | Filed herewith |
| 101.1 | The following materials from the Company’s annual report on Form 10-K for the three months and year ended December 31, 2023, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2023 and 2022, (ii) Consolidated Statements of Operations for the years ended December 31, 2023, 2022, and 2021, (iii) Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, 2022, and 2021, (iv) Consolidated Statements of Changes in Stockholders’ Equity and Noncontrolling Interests for the years ended December 31, 2023, 2022, and 2021, (v) Consolidated Statements of Cash Flows for the years ended December 31, 2023, 2022, and 2021, (vi) Notes to Consolidated Financial Statements, and (vii) Schedule III — Consolidated Financial Statement Schedule of Real Estate and Accumulated Depreciation of the Company. | N/A | Filed herewith |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | N/A | Filed herewith |
(*) Incorporated by reference.
(1) Management contract or compensatory arrangement.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this annual report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| ALEXANDRIA REAL ESTATE EQUITIES, INC. | |||
| Dated: | January 29, 2024 | By: | /s/ Joel S. Marcus |
|---|---|---|---|
| Joel S. MarcusExecutive Chairman(Principal Executive Officer) | |||
| /s/ Peter M. Moglia | |||
| Peter M. MogliaChief Executive Officer and Chief Investment Officer(Principal Executive Officer) | |||
KNOW ALL THOSE BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Joel S. Marcus, as his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place, and stead, in any and all capacities, to sign any and all amendments to this annual report on Form 10-K, and to file the same, with exhibits thereto and other documents in connection therewith, if any, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent of their substitute or substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this annual report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Signature | Title | Date |
|---|---|---|
| /s/ Joel S. Marcus | Executive Chairman(Principal Executive Officer) | January 29, 2024 |
| Joel S. Marcus | ||
| /s/ Peter M. Moglia | Chief Executive Officer and Chief Investment Officer (Principal Executive Officer) | January 29, 2024 |
| Peter M. Moglia | ||
| /s/ Marc E. Binda | Chief Financial Officer and Treasurer(Principal Financial Officer) | January 29, 2024 |
| Marc E. Binda | ||
| /s/ Andres R. Gavinet | Chief Accounting Officer(Principal Accounting Officer) | January 29, 2024 |
| Andres R. Gavinet | ||
| /s/ Steven R. Hash | Lead Director | January 29, 2024 |
| Steven R. Hash | ||
| /s/ James P. Cain | Director | January 29, 2024 |
| James P. Cain | ||
| /s/ Cynthia L. Feldmann | Director | January 29, 2024 |
| Cynthia L. Feldmann | ||
| /s/ Maria C. Freire | Director | January 29, 2024 |
| Maria C. Freire | ||
| /s/ Richard H. Klein | Director | January 29, 2024 |
| Richard H. Klein | ||
| /s/ Sheila K. McGrath | Director | January 29, 2024 |
| Sheila K. McGrath | ||
| /s/ Michael A. Woronoff | Director | January 29, 2024 |
| Michael A. Woronoff | ||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.