10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2011

OR

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

For the transition period from ____________ to ____________

Commission file number 1-12993

ALEXANDRIA REAL ESTATE EQUITIES, INC.

(Exact name of registrant as specified in its charter)

Maryland	95-4502084
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

385 East Colorado Boulevard, Suite 299, Pasadena, California 91101

(Address of principal executive offices) (Zip Code)

(626) 578-0777

(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

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 o

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).      Yes x    No  o

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 the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

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

As of May 2, 2011, 55,513,135 shares of common stock, par value $.01 per share, were outstanding.

TABLE OF CONTENTS

		Page
PART I–FINANCIAL INFORMATION
Item 1.	FINANCIAL STATEMENTS (UNAUDITED)	3
	Condensed Consolidated Balance Sheets–As of March 31, 2011 and December 31, 2010	4
	Condensed Consolidated Statements of Income–For the Three Months Ended March 31, 2011 and 2010	5
	Condensed Consolidated Statement of Changes in Stockholders’ Equity and Noncontrolling Interests–For the Three Months Ended March 31, 2011	6
	Condensed Consolidated Statements of Cash Flows–For the Three Months Ended March 31, 2011 and 2010	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	27
Item 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	54
Item 4.	CONTROLS AND PROCEDURES	55
PART II–OTHER INFORMATION		55
Item 1A.	RISK FACTORS	55
Item 6.	EXHIBITS	56
Signatures		58

PART I – FINANCIAL INFORMATION

Item 1.FINANCIAL STATEMENTS (UNAUDITED)

3

Alexandria Real Estate Equities, Inc.

Condensed Consolidated Balance Sheets

(In thousands)
(Unaudited)

	March 31,			December 31,
	2011			2010
Assets
Investments in real estate	$	6,145,499		$	6,060,821
Less: accumulated depreciation	(647,034		)	(616,007		)
Investments in real estate, net	5,498,465			5,444,814
Cash and cash equivalents	78,196			91,232
Restricted cash	30,513			28,354
Tenant receivables	7,018			5,492
Deferred rent	123,091			116,849
Investments	88,694			83,899
Other assets	157,366			135,221
Total assets	$	5,983,343		$	5,905,861
Liabilities, Noncontrolling Interests, and Equity
Secured notes payable	$	787,945		$	790,869
Unsecured line of credit and unsecured term loans	1,679,000			1,498,000
Unsecured convertible notes	202,521			295,293
Accounts payable, accrued expenses, and tenant security deposits	283,013			304,257
Dividends payable	31,172			31,114
Total liabilities	2,983,651			2,919,533
Redeemable noncontrolling interests	15,915			15,920
Alexandria Real Estate Equities, Inc.’s stockholders’ equity:
Series C preferred stock	129,638			129,638
Series D convertible preferred stock	250,000			250,000
Common stock	551			550
Additional paid-in capital	2,568,976			2,566,238
Retained earnings	360			734
Accumulated other comprehensive loss	(7,193		)	(18,335		)
Total Alexandria Real Estate Equities, Inc.’s stockholders’ equity	2,942,332			2,928,825
Noncontrolling interests	41,445			41,583
Total equity	2,983,777			2,970,408
Total liabilities, noncontrolling interests, and equity	$	5,983,343		$	5,905,861

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

4

Alexandria Real Estate Equities, Inc.

Condensed Consolidated Statements of Income

(Dollars in thousands, except per share amounts)
(Unaudited)

	Three Months Ended March 31,
	2011			2010
Revenues
Rental	$	106,624		$	88,857
Tenant recoveries	32,908			26,564
Other income	777			1,072
Total revenues	140,309			116,493
Expenses
Rental operations	41,081			31,548
General and administrative	9,500			9,479
Interest	17,842			17,562
Depreciation and amortization	36,707			29,712
Total expenses	105,130			88,301
Income from continuing operations before loss on early extinguishment of debt	35,179			28,192
Loss on early extinguishment of debt	(2,495		)	–
Income from continuing operations	32,684			28,192
(Loss) income from discontinued operations before gain on sales of real estate	(59		)	569
Gain on sales of real estate	–			24
(Loss) income from discontinued operations, net	(59		)	593
Net income	32,625			28,785
Net income attributable to noncontrolling interests	929			935
Dividends on preferred stock	7,089			7,089
Net income attributable to unvested restricted stock awards	242			219
Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders	$	24,365		$	20,542
Earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic
Continuing operations	$	0.44		$	0.46
Discontinued operations, net	–			0.01
Earnings per share – basic	$	0.44		$	0.47
Earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted
Continuing operations	$	0.44		$	0.46
Discontinued operations, net	–			0.01
Earnings per share – diluted	$	0.44		$	0.47

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

5

Alexandria Real Estate Equities, Inc.

Condensed Consolidated Statement of Changes in Stockholders’ Equity and Noncontrolling Interests

(Dollars in thousands)

(Unaudited)

	Alexandria Real Estate Equities, Inc.’s Stockholders’ Equity
	Series C Preferred Stock		Series D Convertible Preferred Stock		Number of Common Shares	Common Stock		Additional Paid-In Capital			Retained Earnings			Accumulated Other Comprehensive Loss			Noncontrolling Interests			Total Equity			Redeemable Noncontrolling Interests
Balance at December 31, 2010	$	129,638	$	250,000	54,966,925	$	550	$	2,566,238		$	734		$	(18,335	)	$	41,583		$	2,970,408		$	15,920
Net income	-		-		-	-		-			31,696			-			640			32,336			289
Unrealized gain on marketable securities	-		-		-	-		-			-			513			-			513			-
Unrealized gain on interest rate hedge agreements	-		-		-	-		-			-			5,739			-			5,739			-
Foreign currency translation	-		-		-	-		-			-			4,890			(28		)	4,862			21
Distributions to noncontrolling interests	-		-		-	-		-			-			-			(750		)	(750		)	(315		)
Equity component related to repurchase of unsecured convertible notes	-		-		-	-		(2,451		)	-			-			-			(2,451		)	-
Issuances pursuant to stock plan	-		-		82,805	1		5,189			-			-			-			5,190			-
Dividends declared on preferred stock	-		-		-	-		-			(7,089		)	-			-			(7,089		)	-
Dividends declared on common stock	-		-		-	-		-			(24,981		)	-			-			(24,981		)	-
Balance at March 31, 2011	$	129,638	$	250,000	55,049,730	$	551	$	2,568,976		$	360		$	(7,193	)	$	41,445		$	2,983,777		$	15,915

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

6

Alexandria Real Estate Equities, Inc.

Condensed Consolidated Statements of Cash Flows

(In thousands) 

(Unaudited)

	Three Months Ended
	March 31,
	2011			2010
Operating Activities
Net income	$	32,625		$	28,785
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	36,707			29,738
Loss on early extinguishment of debt	2,495			–
Amortization of loan fees and costs	2,278			2,072
Amortization of debt premiums/discount	1,335			3,026
Amortization of acquired above and below market leases	(4,854		)	(2,247		)
Deferred rent	(6,707		)	(4,135		)
Stock compensation expense	2,356			2,731
Equity in income related to investments	–			(48		)
Gain on sales of investments	(1,654		)	(528		)
Loss on sales of investments	1,391			7
Gain on sales of property	–			(24		)
Changes in operating assets and liabilities:
Restricted cash	37			2,179
Tenant receivables	(1,526		)	1,187
Other assets	(8,024		)	(14,752		)
Accounts payable, accrued expenses, and tenant security deposits	(10,670		)	3,289
Net cash provided by operating activities	45,789			51,280
Investing Activities
Additions to properties	(76,284		)	(96,322		)
Purchase of properties	(7,458		)	–
Proceeds from sales of properties	–			10,514
Change in restricted cash related to construction projects	(8		)	9,048
Contributions to unconsolidated real estate entity	(758		)	(764		)
Transfer of cash to unconsolidated real estate entity upon deconsolidation	–			(154		)
Additions to investments	(6,513		)	(4,201		)
Proceeds from investments	2,495			1,071
Net cash used in investing activities	(88,526		)	(80,808		)
Financing Activities
Principal reductions of secured notes payable	(2,991		)	(13,714		)
Principal borrowings from unsecured line of credit and unsecured term loans	460,000			80,000
Repayments of borrowings from unsecured line of credit	(279,000		)	(15,000		)
Repurchase of unsecured convertible notes	(98,590		)	–
Change in restricted cash related to financings	(2,188		)	(2,786		)
Deferred financing costs paid	(15,249		)	(146		)
Proceeds from exercise of stock options	796			5,194
Dividends paid on common stock	(24,923		)	(15,481		)
Dividends paid on preferred stock	(7,089		)	(7,089		)
Distributions to redeemable noncontrolling interests	(315		)	(348		)
Distributions to noncontrolling interests	(750		)	(750		)
Net cash provided by financing activities	29,701			29,880
Net (decrease) increase in cash and cash equivalents	(13,036		)	352
Cash and cash equivalents at beginning of period	91,232			70,628
Cash and cash equivalents at end of period	$	78,196		$	70,980

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

7

Alexandria Real Estate Equities, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1.Background

As used in this quarterly report on Form 10-Q, references to the “Company,” “we,” “our,” and “us” refer to Alexandria Real Estate Equities, Inc. and its subsidiaries.

Alexandria Real Estate Equities, Inc., Landlord of Choice to the Life Science Industry®, is the largest owner and preeminent real estate investment trust (“REIT”) focused principally on cluster development through the ownership, operation, management, and selective acquisition, redevelopment, and development of properties containing life science laboratory space. We are the leading provider of high-quality, environmentally sustainable real estate, technical infrastructure, and services to the broad and diverse life science industry. Client tenants include institutional (universities and independent non-profit institutions), pharmaceutical, biotechnology, medical device, product, and service entities, and government agencies. Our operating platform is based on the principle of “clustering,” with assets and operations located adjacent to life science entities driving growth and technological advances within each cluster. Our asset base contains 168 properties approximating 13.7 million rentable square feet consisting of the following as of March 31, 2011:

	Rentable Square Feet
Operating properties	12,437,793
Redevelopment properties	784,671
Development properties	479,751
Total	13,702,215

2.Basis of presentation

We have prepared the accompanying interim condensed consolidated financial statements in accordance with accounting principles generally accepted in the United States (“GAAP”) and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”).  In our opinion, the interim condensed consolidated financial statements presented herein reflect all adjustments, consisting solely of normal and recurring adjustments, which are necessary to fairly present the interim condensed consolidated financial statements.  The results of operations for the interim period are not necessarily indicative of the results that may be expected for the year ending December 31, 2011.  These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our annual report on Form 10-K for the year ended December 31, 2010.

The accompanying condensed consolidated financial statements include the accounts of Alexandria Real Estate Equities, Inc. and its subsidiaries.  All significant intercompany balances and transactions have been eliminated.

We hold interests, together with certain third parties, in companies that we consolidate in our financial statements.  We consolidate the companies because we exercise significant control over major decisions by these entities, such as investing activity and changes in financing.

Reclassifications

Certain prior period amounts have been reclassified to conform to the current period presentation.

8

2.      Basis of presentation (continued)

International operations

The functional currency for our subsidiaries operating in the United States is the United States dollar.  We have four operating properties and one development parcel in Canada, as well as construction projects in India and China.  The functional currencies for our foreign subsidiaries are the local currencies in each respective country.  The assets and liabilities of our foreign subsidiaries are translated into United States dollars at the exchange rate in effect as of the financial statement date.  Income statement accounts of our foreign subsidiaries are translated using the average exchange rate for the periods presented.  Gains or losses resulting from the translation are included in accumulated other comprehensive income (loss) as a separate component of total equity.

The appropriate amounts of foreign exchange rate gains or losses included in accumulated other comprehensive income (loss) will be reflected in income when there is a sale or partial sale of our investment in these operations or upon a complete or substantially complete liquidation of the investment.

Investments in real estate

We recognize assets acquired (including the intangible values to above or below market leases, acquired in-place leases, tenant relationships, and other intangible assets or liabilities), liabilities assumed, and any noncontrolling interest in an acquired entity at their fair value as of the acquisition date.  The value of tangible assets acquired is based upon our estimation of value on an “as if vacant” basis.  The value of acquired in-place leases includes the estimated carrying costs during the hypothetical lease-up period and other costs that would have been incurred to execute similar leases, considering market conditions at the acquisition date of the acquired in-place lease.  The value of acquired in-place leases are classified as leasing costs, included in other assets in the accompanying condensed consolidated balance sheets, and amortized over the remaining terms of the related leases.  We assess the fair value of tangible and intangible assets based on numerous factors, including estimated cash flow projections that utilize appropriate discount and capitalization rates and available market information.  Estimates of future cash flows are based on a number of factors, including the historical operating results, known trends, and market/economic conditions that may affect the property. We also recognize the fair value of assets acquired, the liabilities assumed, and any noncontrolling interests in acquisitions of less than a 100% interest when the acquisition constitutes a change in control of the acquired entity.  In addition, acquisition-related costs and restructuring costs are expensed as incurred.

We capitalize project costs clearly related to the construction, redevelopment, and development of a real estate project as a cost of the project. Indirect project costs such as construction administration, legal fees, and office costs that clearly relate to projects under construction, redevelopment, and development are also capitalized as a cost of the project. We capitalize project costs only during periods in which activities necessary to prepare an asset for its intended use are in progress.  We also capitalize interest cost as a cost of the project only during the period for which activities necessary to prepare an asset for its intended use are on-going, provided that expenditures for the asset have been made and interest cost is being incurred.  In addition, should activities necessary to prepare an asset for its intended use cease, interest, taxes, insurance, and certain other costs would be expensed as incurred.  Expenditures for repairs and maintenance are also expensed as incurred.

Long-lived assets to be “held and used,” including our rental properties, construction in progress, land held for future development, and intangibles, are individually evaluated for impairment when conditions exist that may indicate that the carrying amount of a long-lived asset may not be recoverable.  The carrying amount of a long-lived asset to be “held and used” is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.  Impairment indicators for long-lived assets to be “held and used,” including our rental properties, land held for future development, and construction in progress, are assessed by project and include, but are not limited to, significant fluctuations in estimated net operating income, occupancy changes, construction costs, estimated completion dates, rental rates, and other market factors.  We assess the expected undiscounted cash flows based upon numerous factors, including, but not limited to, construction costs, available market information, historical operating results, known trends, and market/economic conditions that may affect the property, and our assumptions about the use of the asset, including, if necessary, a probability-weighted approach if multiple outcomes are under consideration.  Upon determination that an impairment has occurred, a write-down is recorded to reduce the carrying amount to its estimated fair value.

We use a “held for sale” impairment model for our properties classified as “held for sale.”  The “held for sale” impairment model is different from the “held and used” impairment model in that under the “held for sale” impairment model, an impairment loss is recognized if the carrying amount of the long-lived asset classified as “held for sale” exceeds its fair value less cost to sell.  We did not incur impairment charges for the three months ended March 31, 2011 and 2010.

9

2.      Basis of presentation (continued)

Variable interest entities

We consolidate a variable interest entity (“VIE”) if it is determined that we are the primary beneficiary, an evaluation that we perform on an ongoing basis.  A VIE is broadly defined as an entity in which either (1) the equity investors as a group, if any, do not have a controlling financial interest, or (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support.  We use qualitative analyses when determining whether or not we are the primary beneficiary of a VIE.  Consideration of various factors includes, but is not limited to, the purpose and design of the VIE, risks that the VIE was designed to create and pass through, the form of our ownership interest, our representation on the entity’s governing body, the size and seniority of our investment, 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 ability to correctly assess our influence or control over an entity at the inception of our involvement with the entity or upon reevaluation of the entity’s continuing status as a VIE and determine the primary beneficiary of a VIE affects the presentation of these entities in our condensed consolidated financial statements.  See Note 3, Investments in Real Estate.

Interest rate hedge agreements

We utilize interest rate hedge agreements to hedge a portion of our exposure to variable interest rates primarily associated with our unsecured line of credit and unsecured term loan.  We recognize our interest rate hedge agreements as either assets or liabilities on the balance sheet at fair value.  The accounting for changes in fair value (i.e., gains or losses) of a derivative instrument depends on whether it has been designated and qualifies as part of a hedging relationship, and further, on the type of hedging relationship.  For those derivative instruments that are designated and qualify as hedging instruments, a company must designate the hedging instrument, based upon the hedged exposure, as a fair value hedge, a cash flow hedge, or a hedge of a net investment in a foreign operation.  Our interest rate hedge agreements are considered cash flow hedges as they are designated and qualify as hedges of the exposure to variability in expected future cash flows.  Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the earnings effect of the hedged forecasted transactions in a cash flow hedge.

Accumulated other comprehensive loss

Accumulated other comprehensive loss attributable to Alexandria Real Estate Equities, Inc. consists of the following (in thousands):

	March 31,			December 31,
	2011			2010
Unrealized gain on marketable securities	$	6,670		$	6,157
Unrealized loss on interest rate hedge agreements	(39,068		)	(44,807		)
Unrealized gain on foreign currency translation	25,205			20,315
	$	(7,193	)	$	(18,335	)

The following table provides a reconciliation of comprehensive income attributable to Alexandria Real Estate Equities, Inc. (in thousands):

	Three Months Ended
	March 31,
	2011		2010
Net income	$	32,625	$	28,785
Unrealized gain on marketable securities	513		337
Unrealized gain on interest rate hedge agreements	5,739		1,107
Unrealized gain on foreign currency translation	4,883		5,375
Comprehensive income	43,760		35,604
Comprehensive income attributable to noncontrolling interests	922		1,014
Comprehensive income attributable to Alexandria Real Estate Equities, Inc.	$	42,838	$	34,590

10

2.Basis of presentation (continued)

Income Taxes

We are organized and qualify as a REIT pursuant to the Internal Revenue Code of 1986, as amended (the “Code”).  Under the Code, a REIT that distributes at least 90% of its REIT taxable income as a dividend to its shareholders each year and that meets certain other conditions is not subject to federal income taxes, but is subject to certain state and local taxes.  We generally distribute 100% or more of our taxable income.  Therefore, no provision for federal income taxes is required.  We file tax returns, including returns for our subsidiaries, with federal, state and local jurisdictions, including jurisdictions located in the United States, Canada, China, India, and other international locations.  Our tax returns are subject to examination in various jurisdictions for the calendar years 2006 through 2010.

We recognize tax benefits of uncertain tax positions only if it is more likely than not that the tax position will be sustained, based solely on its technical merits, with the taxing authority having full knowledge of all relevant information.  The measurement of a tax benefit for an uncertain tax position that meets the “more likely than not” threshold is based on a cumulative probability model under which the largest amount of tax benefit recognized is the amount with a greater than 50% likelihood of being realized upon ultimate settlement with the taxing authority having full knowledge of all the relevant information.  As of March 31, 2011, there were no unrecognized tax benefits.  We do not anticipate a significant change to the total amount of unrecognized tax benefits within the next 12 months.

Interest expense and penalties, if any, would be recognized in the first period the interest or penalty would begin accruing, according to the provisions of the relevant tax law at the applicable statutory rate of interest.  We did not incur any tax-related interest expense or penalties for the three months ended March 31, 2011 and 2010.

Earnings per share and dividends declared

We use income from continuing operations attributable to Alexandria Real Estate Equities, Inc.’s common stockholders as the “control number” in determining whether potential shares of common stock, including potential shares of common stock issuable upon conversion of our 8.00% unsecured senior convertible notes (“8.00% Unsecured Convertible Notes”), are dilutive or antidilutive to earnings per share.

We account for unvested restricted stock awards that contain nonforfeitable rights to dividends as participating securities and include these securities in the computation of earnings per share pursuant to the two-class method.  Under the two-class method, we allocate net income after preferred stock dividends and amounts attributable to noncontrolling interests to common stockholders and unvested restricted stock awards based on their respective participation rights to dividends declared (or accumulated) and undistributed earnings.  Diluted earnings per share is computed using the weighted average shares of common stock outstanding determined for the basic earnings per share computation, plus the effect of any dilutive securities, including the dilutive effect of stock options using the treasury stock method.

11

2.     Basis of presentation (continued)

Earnings per share and dividends declared (continued)

The table below is a reconciliation of the numerators and denominators of the basic and diluted per share computations for income from continuing operations and dividends declared per share of common stock (dollars in thousands, except per share amounts):

	Three Months EndedMarch 31,
Numerator:	2011			2010
Income from continuing operations	$	32,684		$	28,192
Net income attributable to noncontrolling interests	(929		)	(935		)
Income from continuing operations attributable to Alexandria Real Estate Equities, Inc.	31,755			27,257
Dividends on preferred stock	(7,089		)	(7,089		)
Income from continuing operations attributable to unvested restricted stock awards	(242		)	(212		)
Income from continuing operations attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – numerator for basic earnings per share	24,424			19,956
Effect of assumed conversion and dilutive securities:
Assumed conversion of 8.00% Unsecured Convertible Notes	–			–
Amounts attributable to unvested restricted stock awards	–			–
Income from continuing operations attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – numerator for diluted earnings per share	$	24,424		$	19,956
Denominator:
Weighted average shares of common stock outstanding – basic	54,948,345			43,821,765
Effect of assumed conversion and dilutive securities:
Assumed conversion of 8.00% Unsecured Convertible Notes	–			–
Dilutive effect of stock options	19,410			35,748
Weighted average shares of common stock outstanding – diluted	54,967,755			43,857,513
Earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – basic:
Continuing operations	$	0.44		$	0.46
Discontinued operations, net	–			0.01
Earnings per share – basic	$	0.44		$	0.47
Earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders – diluted:
Continuing operations	$	0.44		$	0.46
Discontinued operations, net	–			0.01
Earnings per share – diluted	$	0.44		$	0.47
Dividends declared per share of common stock	$	0.45		$	0.35

12

2.Basis of presentation (continued)

Earnings per share and dividends declared (continued)

We apply the if-converted method of accounting for our 8.00% Unsecured Convertible Notes. In applying the if-converted method of accounting, conversion is assumed for purposes of calculating diluted earnings per share if the effect is dilutive to earnings per share.  If the assumed conversion pursuant to the if-converted method of accounting is dilutive, diluted earnings per share would be calculated by adding back interest charges applicable to our 8.00% Unsecured Convertible Notes to the numerator, and our 8.00% Unsecured Convertible Notes would be assumed to have been converted at the beginning of the period presented (or from the date of issuance, if occurring on a date later than the date that the period begins), and the resulting incremental shares associated with the assumed conversion would be included in the denominator.  Furthermore, we assume that our 8.00% Unsecured Convertible Notes are converted for the period prior to any retirement or actual conversion if the effect of such assumed conversion is dilutive, and any shares of common stock issued upon retirement or actual conversion are included in the denominator for the period after the date of retirement or conversion.  For purposes of calculating diluted earnings per share, we did not assume conversion of our 8.00% Unsecured Convertible Notes for the three months ended March 31, 2011 and 2010, since the impact was antidilutive to earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders from continuing operations during those periods.

We also apply the if-converted method of accounting to our series D cumulative convertible preferred stock (“Series D Convertible Preferred Stock”).  For purposes of calculating diluted earnings per share, we did not assume conversion of our Series D Convertible Preferred Stock for the three months ended March 31, 2011 and 2010, since the impact was antidilutive to earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders from continuing operations during those periods.

Our calculation of weighted average diluted shares will include additional shares related to our 3.70% unsecured senior convertible notes (“3.70% Unsecured Convertible Notes”) when the average market price of our common stock is higher than the conversion price ($117.36 as of March 31, 2011). The number of additional shares that will be included in the weighted average diluted shares is equal to the number of shares that would be issued upon the settlement of the 3.70% Unsecured Convertible Notes, assuming the settlement occurred at the end of the reporting period pursuant to the treasury stock method.  For the three months ended March 31, 2011 and 2010, the weighted average shares of common stock related to our 3.70% Unsecured Convertible Notes have been excluded from diluted weighted average shares of common stock, as the average market price of our common stock was lower than the conversion price of $117.36 and the impact of conversion would have been antidilutive to earnings per share attributable to Alexandria Real Estate Equities, Inc.’s common stockholders from continuing operations during those periods.

Net income attributable to Alexandria Real Estate Equities, Inc.

The following table shows net income attributable to Alexandria Real Estate Equities, Inc. (in thousands):

	Three Months Ended
	March 31,
	2011			2010
Income from continuing operations	$	31,755		$	27,257
(Loss) income from discontinued operations, net	(59		)	593
Net income attributable to Alexandria Real Estate Equities, Inc.	$	31,696		$	27,850

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2.Basis of presentation (continued)

Stock-based compensation expense

We have historically issued two forms of stock-based compensation under our equity incentive plan: options to purchase common stock (“options”) and restricted stock awards.  We have not granted any options since 2002.  We recognize all stock-based compensation in the condensed consolidated statements of income based on the grant date fair value.  The fair value is based on the market value of the common stock on the grant date and such cost is then recognized on a straight-line basis over the period during which the employee is required to provide services in exchange for the award (the vesting period). We compute stock-based compensation based on awards that are ultimately expected to vest. As a result, future forfeitures of awards are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.  No compensation cost is recognized for equity instruments that are forfeited or are anticipated to be forfeited.

Fair value

We are required to disclose fair value information about all financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate fair value.  We measure and disclose the estimated fair value of financial assets and liabilities utilizing a fair value hierarchy that distinguishes between data obtained from sources independent of the reporting entity and the reporting entity’s own assumptions about market participant assumptions.  This hierarchy consists of three broad levels as follows: (1) using quoted prices in active markets for identical assets or liabilities, (2) “significant other observable inputs,” and (3) “significant unobservable inputs.”  “Significant other observable inputs” can include quoted prices for similar assets or liabilities in active markets, as well as inputs that are observable for the asset or liability, such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals.  “Significant unobservable inputs” are typically based on an entity’s own assumptions, since there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.

The following tables set forth the fair value of assets and liabilities that we measure at fair value on a recurring basis by level within the fair value hierarchy (in thousands):

			March 31, 2011
Description	Total		Quoted Prices in Active Markets for Identical Assets and Liabilities		“Significant Other Observable Inputs”		“Significant Unobservable Inputs”
Assets:
“Available for sale” securities	$	8,660	$	8,660	$	–	$	–
Liabilities:
Interest rate hedge agreements	$	38,932	$	–	$	38,932	$	–

			December 31, 2010
Description	Total		Quoted Prices in Active Markets for Identical Assets and Liabilities		“Significant Other Observable Inputs”		“Significant Unobservable Inputs”
Assets:
“Available for sale” securities	$	8,033	$	8,033	$	–	$	–
Liabilities:
Interest rate hedge agreements	$	44,645	$	–	$	44,645	$	–

14

2.Basis of presentation (continued)

Fair value (continued)

We are required to disclose fair value information about all financial instruments, whether or not recognized in the balance sheets, for which it is practicable to estimate fair value.  The carrying amounts of cash and cash equivalents, restricted cash, tenant receivables, other assets, accounts payable, and accrued expenses, and tenant security deposits approximate fair value.  As further described in Notes 4 and 7, our “available for sale” securities and our interest rate hedge agreements have been recorded at fair value. The fair values of our secured notes payable, unsecured line of credit, unsecured term loans, and unsecured convertible notes were estimated using “significant other observable inputs” such as available market information and discounted cash flows analyses based on borrowing rates we believe we could obtain with similar terms and maturities.  Because the 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.  Additionally, the use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts.

As of March 31, 2011, and December 31, 2010, the book and fair values of our “available for sale” securities, interest rate hedge agreements, secured notes payable, unsecured line of credit and unsecured term loans, and unsecured convertible notes were as follows (in thousands):

	March 31, 2011				December 31, 2010
	Book Value		Fair Value		Book Value		Fair Value
“Available for sale” securities	$	8,660	$	8,660	$	8,033	$	8,033
Interest rate hedge agreements	38,932		38,932		44,645		44,645
Secured notes payable	787,945		872,303		790,869		865,939
Unsecured line of credit and unsecured term loans	1,679,000		1,677,449		1,498,000		1,438,751
Unsecured convertible notes	202,521		208,392		295,293		302,486

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3.Investments in real estate

Our investments in real estate consisted of the following (in thousands):

	March 31,			December 31,
	2011			2010
Land (related to rental properties)	$	448,472		$	456,940
Buildings and building improvements	3,939,587			3,906,689
Other improvements	183,955			183,140
Rental properties	4,572,014			4,546,769
Less: accumulated depreciation	(647,034		)	(616,007		)
Rental properties, net	3,924,980			3,930,762
Construction in progress (“CIP”):
Active redevelopment	274,971			248,651
Active development	130,213			134,758
Projects in India and China	109,535			98,327
	514,719			481,736
Land/future value-added projects:
Land held for future development	493,180			431,838
Land undergoing preconstruction activities (additional CIP)	528,124			563,800
	1,021,304			995,638
Investment in unconsolidated real estate entity	37,462			36,678
Investments in real estate, net	$	5,498,465		$	5,444,814

Rental properties, construction in progress, and land held for future development

As of March 31, 2011, and December 31, 2010, we had approximately $3.9 billion of rental properties, net, aggregating 12.4 million rentable square feet as of the end of each respective period.

As of March 31, 2011, and December 31, 2010, we had various projects classified as construction in progress, including redevelopment and development projects, and projects in India and China.  As of March 31, 2011, and December 31, 2010, we had 784,671 and 755,463 rentable square feet, respectively, undergoing active redevelopment through a permanent change in use to life science laboratory space, including conversion of single-tenancy space to multi-tenancy space or multi-tenancy space to single-tenancy space. Additionally, as of March 31, 2011, and December 31, 2010, we had 479,751 and 475,818 rentable square feet, respectively, undergoing active ground-up development consisting of vertical aboveground construction of life science properties.  We also had construction projects in India and China aggregating approximately 1.0 million square feet as of March 31, 2011, and December 31, 2010.  We are required to capitalize interest during the period an asset is undergoing activities to prepare it for its intended use.  Capitalization of interest ceases after a project is substantially complete and ready for its intended use.  In addition, should construction activity cease, interest would be expensed as incurred.  Total interest capitalized related to construction activities for the three months ended March 31, 2011 and 2010, was approximately $13.2 million and $21.5 million, respectively.

Additionally, as of March 31, 2011 and December 31, 2010, we had approximately $493.2 million and $431.8 million, respectively, of land held for future development, aggregating 10.1 million and 8.3 million rentable square feet, respectively.  Land held for future development represents real estate we plan to develop in the future but as of each period presented, no construction activities were ongoing.  As a result, interest, property taxes, insurance, and other costs are expensed as incurred. Additionally, as of March 31, 2011, and December 31, 2010, we had an aggregate of 2.6 million and 3.0 million rentable square feet, respectively, undergoing preconstruction activities (consisting of Building Information Modeling (3-D virtual modeling), design development and construction drawings, sustainability and energy optimization review, budgeting, planning for future site and infrastructure work, and other activities prior to commencement of vertical construction of aboveground shell and core improvements) that are also classified as construction in progress.  Our objective with preconstruction is to advance efforts to reduce the time to deliver projects to prospective tenants.  Project costs are capitalized as a cost of the project during periods when activities necessary to prepare an asset for its intended use are in progress.  We generally will not commence ground-up development of any parcels undergoing preconstruction activities without first securing significant pre-leasing for such space.  If vertical aboveground construction is not initiated at completion of preconstruction activities, the land parcel will be classified as land held for future development.  The two largest projects included in preconstruction consist of our 1.9 million developable square feet at Alexandria Center™ at Kendall Square in East Cambridge, Massachusetts and our 407,000 developable square foot site for the second tower at Alexandria Center™ for Life Science – New York City.

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3.      Investments in real estate (continued)

Investment in unconsolidated real estate entity

In 2007, we formed an entity with a development partner for the purpose of owning, developing, leasing, managing, and operating a development parcel supporting a future building aggregating 428,000 rentable square feet.  The development parcel serves as collateral for a non-recourse secured loan due in 2012 with an outstanding balance of $38.4 million as of March 31, 2011, and December 31, 2010.  We also have an option to extend the maturity of the loan to April 2013.  In 2009, the entity entered into an interest rate cap agreement related to the secured note with a notional amount approximating $38.4 million, effective May 15, 2009, and terminating on January 3, 2012.  The agreement sets a ceiling on one-month LIBOR at 2.50% related to the secured note.  We determined that the entity did not qualify as a VIE since we do not have the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance.  The decisions that most significantly impact the VIE’s economic performance require both our consent and that of our partner, including all major operating, investing, and financing decisions as well as decisions involving major expenditures.  Because we share power over the decisions that most significantly impact the VIE’s economic performance, we determined that we are not the primary beneficiary of the VIE.  As of March 31, 2011, and December 31, 2010, our investment in the unconsolidated entity was approximately $37.5 million and $36.7 million, respectively.

Our investment in the unconsolidated real estate entity is adjusted for additional contributions and distributions, the proportionate share of the net earnings or losses, and other comprehensive income or loss.  Distributions, profits, and losses related to this entity are allocated in accordance with the operating agreement.  When circumstances indicate there may have been a reduction in value of an equity investment, we evaluate the equity investment and any advances made for impairment by estimating our ability to recover our investment from future expected cash flows.  If we determine the loss in value is other than temporary, we recognize an impairment charge to reflect the equity investment and any advances made at fair value.  For the three months ended March 31, 2011, there were no indications of a reduction in the value of our investment in the unconsolidated real estate entity.

4.Investments

We hold equity investments in certain publicly traded companies and privately held entities primarily involved in the life science industry. All of our investments in publicly traded companies for which an active market exists are considered “available for sale” and are recorded at fair value.  Fair value of our investments in publicly traded companies for which an active market exists has been determined based upon the closing price as of the balance sheet date, with unrealized gains and losses shown as a separate component of total equity.  The classification of each investment is determined at the time each investment is made, and such determination is reevaluated at each balance sheet date.  The cost of each investment sold is determined by the specific identification method, with net realized gains and losses included in other income.  Investments in privately held entities are generally accounted for under the cost method when our interest in the entity is so minor that we have virtually no influence over the entity’s operating and financial policies.  Additionally, we limit our ownership percentage in the voting stock of each individual entity to less than 10%.  As of March 31, 2011, and December 31, 2010, our ownership percentage in the voting stock of each individual entity was less than 10%.

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4.Investments (continued)

Individual investments are evaluated for impairment when changes in conditions exist that may indicate an impairment exists. The factors that we consider in making these assessments include, but are not limited to, market prices, market conditions, available financing, prospects for favorable or unfavorable clinical trial results, new product initiatives, and new collaborative agreements.  If there are no identified events or changes in circumstance that would have an adverse effect on our cost method investments, we do not estimate their fair value.  For all of our investments, if a decline in the fair value of an investment below the carrying value is determined to be other-than-temporary, such an investment is written down to its estimated fair value with a non-cash charge to current earnings.  We use “significant other observable inputs” and “significant unobservable inputs” to determine the fair value of privately held entities.  We did not recognize impairment charges related to our investments for the three months ended March 31, 2011 and 2010.

The following table summarizes our “available for sale” securities (in thousands):

	March 31,			December 31,
	2011			2010
Adjusted cost of “available for sale” securities	$	1,990		$	1,876
Gross unrealized gains	6,740			6,196
Gross unrealized losses	(70		)	(39		)
Fair value of “available for sale” securities	$	8,660		$	8,033

We believe that the gross unrealized losses related to our “available for sale” securities as of March 31, 2011 shown above are temporary.

Our investments in privately held entities as of March 31, 2011 and December 31, 2010, totaled approximately $80.0 million and $75.9 million, respectively.  Of these totals, approximately $79.9 million and $75.8 million, respectively, are accounted for under the cost method.  The remainder (approximately $81,000 and $82,000, as of March 31, 2011 and December 31, 2010, respectively) are accounted for under the equity method.   As of March 31, 2011 and December 31, 2010, there were no unrealized losses in our investments in privately held entities.

5.Unsecured line of credit and unsecured term loans

Unsecured Credit Facility

In January 2011, we entered into a third amendment (the “Third Amendment”) to our second amended and restated credit agreement dated October 31, 2006, as further amended on December 1, 2006, and May 2, 2007 (the “Prior Credit Agreement”). The Third Amendment amended the Prior Credit Agreement to, among other things, increase the maximum permitted borrowings under the credit facilities from $1.9 billion to $2.25 billion, consisting of a $1.5 billion unsecured line of credit (increased from $1.15 billion) and a $750 million unsecured term loan (together with the unsecured line of credit, the “Unsecured Credit Facility”) and provided an accordion option to increase commitments under the Unsecured Credit Facility by up to an additional $300 million.  Borrowings under the Unsecured Credit Facility will bear interest at LIBOR or the specified base rate, plus in either case a margin specified in the Unsecured Credit Facility agreement (the “Applicable Margin”).  The Applicable Margin for LIBOR borrowings under the unsecured line of credit was initially set at 2.4%.  The Applicable Margin for the LIBOR borrowings under the $750 million unsecured term loan was not amended in the Third Amendment and was 1.0% as of March 31, 2011.

Under the Third Amendment, the maturity date for the unsecured line of credit is January 2015, assuming we exercise our sole right under the amendment to extend this maturity date twice by an additional six months after each exercise.  The maturity date for the $750 million unsecured term loan remained unchanged at October 2012, assuming we exercise our sole right to extend the maturity date by one year.

As of March 31, 2011, we had borrowings of $679 million and $750 million outstanding under our unsecured line of credit and $750 million unsecured term loan, respectively, with a weighted average interest rate, including the impact of our interest rate swap agreements, of approximately 3.4%.

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5.Unsecured line of credit and unsecured term loans (continued)

Unsecured Credit Facility (continued)

The Third Amendment modified certain financial covenants with respect to the Unsecured Credit Facility, including the fixed charge coverage ratio, secured debt ratio, leverage ratio, and minimum book value, and added covenants relating to an unsecured leverage ratio and unsecured debt yield.  The requirements of the key financial covenants under the Third Amendment are as follows:

Covenant	Requirement
Leverage Ratio	Less than or equal to 60.0%
Unsecured Leverage Ratio	Less than or equal to 60.0%
Fixed Charge Coverage	Greater than or equal to 1.5
Unsecured Debt Yield	Greater than or equal to 11.00% until June 30, 2011, and 12.00% thereafter
Minimum Book Value	Greater than or equal to the sum of $2.0 billion and 50% of the net proceeds of equity offerings after January 28, 2011
Secured Debt Ratio	Less than or equal to 40.0%

In addition, the terms of the Unsecured Credit Facility restrict, among other things, certain investments, indebtedness, distributions, mergers, developments, land, and borrowings available under our Unsecured Credit Facility for developments, land, and unencumbered assets.  As of March 31, 2011, we were in compliance with all such covenants.

$250 million unsecured term loan

In February 2011, we closed on a new $250 million unsecured term loan.  The $250 million unsecured term loan bears interest at LIBOR or the specified base rate, plus in either case a margin specified in the loan agreement.  The applicable margin for the $250 million unsecured term loan was initially set at 2.0% at closing.  The maturity date for the $250 million unsecured term loan is in February 2014 and may be extended for an additional 11 months at our sole discretion.  The net proceeds from this loan were used to reduce outstanding borrowings on our unsecured line of credit.  As of March 31, 2011, the weighted average interest rate of this loan was approximately 2.3%.

The $250 million unsecured term loan contains financial covenants identical to those required under the Unsecured Credit Facility listed above.  As of March 31, 2011, we were in compliance with all such covenants.

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6.      Unsecured convertible notes

The following tables summarize the balances, significant terms, and components of interest cost recognized (excluding amortization of loan fees and before the impact of capitalized interest) on our unsecured convertible notes outstanding as of March 31, 2011, and December 31, 2010, and for the three months ended March 31, 2011 and 2010 (dollars in thousands, except conversion rates):

	8.00% UnsecuredConvertible Notes				3.70% UnsecuredConvertible Notes
	March 31,		December 31,		March 31,			December 31,
	2011		2010		2011			2010
Principal amount	$	250	$	250	$	205,877		$	301,934
Unamortized discount	19		20		3,587			6,871
Net carrying amount of liability component	$	231	$	230	$	202,290		$	295,063
Carrying amount of equity component	$	27	$	27	$	19,616		$	28,769
Number of shares on which the aggregate consideration to be delivered on conversion is determined	6,047		6,047		N/A		(1)	N/A		(1)
Issuance date	April 2009				January 2007
Stated interest rate	8.00%				3.70%
Effective interest rate	11.00%				5.96%
Conversion rate per $1,000 principal value of unsecured convertible notes, as adjusted	$41.34				$117.36
	8.00% UnsecuredConvertible Notes				3.70% UnsecuredConvertible Notes
	Three Months Ended				Three Months Ended
	March 31,				March 31,
	2011		2010		2011			2010
Contractual interest	$	5	$	4,800	$	2,192		$	3,559
Amortization of discount on liability component	1		1,112		1,267			1,934
Total interest cost	$	6	$	5,912	$	3,459		$	5,493

(1)Our 3.70% Unsecured Convertible Notes require that upon conversion, the entire principal amount is to be settled in cash, and any excess value above the principal amount, if applicable, is to be settled in shares of our common stock.  Based on the March 31, 2011, and December 31, 2010 closing stock prices of our common stock of $77.97 and $73.26, respectively, and the conversion price of our 3.70% Unsecured Convertible Notes of $117.36 as of March 31, 2011, and December 31, 2010, the if-converted value of the notes did not exceed the principal amount as of March 31, 2011, or December 31, 2010, and accordingly, no shares of our common stock would have been issued if the notes had been settled on March 31, 2011, or December 31, 2010.

20

6.Unsecured convertible notes (continued)

8.00% Unsecured Convertible Notes

In April 2009, we completed a private offering of $240 million principal amount of 8.00% Unsecured Convertible Notes.  At issuance, the 8.00% Unsecured Convertible Notes had an initial conversion rate of approximately 24.1546 shares of common stock per $1,000 principal amount of the 8.00% Unsecured Convertible Notes, representing a conversion price of approximately $41.40 per share of our common stock.

In June 2010, we completed an exchange of our 8.00% Unsecured Convertible Notes for shares of our common stock and cash (the “Exchange Offer”).  The terms of the Exchange Offer included an offer price per $1,000 principal amount of our outstanding unsecured convertible notes of an equivalent number of shares of common stock per bond allowed for under the holder conversion option, or 24.1546 shares, plus a cash premium of $180.  Upon completion of the Exchange Offer, we retired approximately $232.7 million principal amount of our 8.00% Unsecured Convertible Notes (representing approximately 97% of the $240.0 million aggregate principal amount of our 8.00% Unsecured Convertible Notes outstanding prior to the Exchange Offer) in exchange for 5,620,256 shares of our common stock and cash payments of approximately $41.9 million.  Additionally, we paid approximately $3.1 million in accrued and unpaid interest on the retired portion of our 8.00% Unsecured Convertible Notes to, but excluding, the settlement date.

Upon completion of the Exchange Offer, the total value of the consideration of the Exchange Offer was allocated to the extinguishment of the liability component equal to the fair value of that component immediately prior to extinguishment, with the difference between this allocation and the net carrying amount of the liability component and unamortized debt issuance costs recognized as a loss on early extinguishment of debt.  The remaining settlement consideration was allocated to the reacquisition of the equity component and was recognized as a reduction of Alexandria Real Estate Equities, Inc.’s stockholders’ equity.  In connection with the Exchange Offer, we recognized a loss on early extinguishment of debt of approximately $41.5 million, including approximately $4.7 million in unamortized issuance costs.  The loss was classified as loss on early extinguishment of debt.

In July 2010, we repurchased, in a privately negotiated transaction, an additional $7.1 million principal amount of our 8.00% Unsecured Convertible Notes for an aggregate cash price of approximately $12.8 million.  Upon completion of this repurchase, the total value of the consideration of the repurchase was allocated to the extinguishment of the liability component equal to the fair value of that component immediately prior to extinguishment, with the difference between this allocation and the net carrying amount of the liability component and unamortized debt issuance costs recognized as a loss on early extinguishment of debt.  The remaining settlement consideration of $5.2 million was allocated to the reacquisition of the equity component and was recognized as a reduction of Alexandria Real Estate Equities, Inc.’s stockholders’ equity.  As a result of this repurchase, we recognized a loss on early extinguishment of debt of approximately $1.3 million, including approximately $140,000 in unamortized issuance costs.  The loss was classified as loss on early extinguishment of debt.

3.70% Unsecured Convertible Notes

In January 2007, we completed a private offering of $460 million principal amount of 3.70% Unsecured Convertible Notes.    Prior to January 15, 2012, we will not have the right to redeem the 3.70% Unsecured Convertible Notes, except to preserve our qualification as a REIT.  On and after that date, we have the right to redeem the 3.70% Unsecured Convertible Notes, in whole or in part, at any time and from time to time, for cash equal to 100% of the principal amount of the 3.70% Unsecured Convertible Notes to be redeemed, plus any accrued and unpaid interest to, but excluding, the redemption date.  Holders of the 3.70% Unsecured Convertible Notes may require us to repurchase their notes, in whole or in part, on January 15, 2012, 2017 and 2022, for cash equal to 100% of the principal amount of the notes to be purchased plus any accrued and unpaid interest to, but excluding, the repurchase date.  Holders of the 3.70% Unsecured Convertible Notes may require us to repurchase all or a portion of their notes upon the occurrence of specified corporate transactions (each, a “Fundamental Change”), including a change in control, certain merger or consolidation transactions or the liquidation of the Company, at a repurchase price in cash equal to 100% of the principal amount of the notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the fundamental change repurchase date.

21

6.Unsecured convertible notes (continued)

3.70% Unsecured Convertible Notes (continued)

At issuance, the 3.70% Unsecured Convertible Notes had an initial conversion rate of approximately 8.4774 shares of common stock per $1,000 principal amount of the 3.70% Unsecured Convertible Notes, representing a conversion price of approximately $117.96 per share of our common stock.  The conversion rate of the 3.70% Unsecured Convertible Notes is subject to adjustments for certain events, including, but not limited to, certain cash dividends on our common stock in excess of $0.74 per share per quarter and dividends on our common stock payable in shares of our common stock.  As of March 31, 2011, the 3.70% Unsecured Convertible Notes had a conversion rate of approximately 8.5207 shares of common stock per $1,000 principal amount of the 3.70% Unsecured Convertible Notes, which is equivalent to a conversion price of approximately $117.36 per share of our common stock.

In April 2009, we repurchased, in privately negotiated transactions, certain of our 3.70% Unsecured Convertible Notes aggregating approximately $75 million (par value) at an aggregate cash price of approximately $59.2 million.  As a result of the repurchases, we recognized a gain on early extinguishment of debt of approximately $11.3 million, net of approximately $860,000 in unamortized issuance costs.  The gain was classified as gain on early extinguishment of debt.

In December 2010, we repurchased, in privately negotiated transactions, certain of our 3.70% Unsecured Convertible Notes aggregating approximately $82.8 million at an aggregate cash price of approximately $84.6 million.  Upon completion of these repurchases, the total value of the consideration of the repurchases was allocated to the extinguishment of the liability component equal to the fair value of that component immediately prior to extinguishment, with the difference between this allocation and the net carrying amount of the liability component and unamortized debt issuance costs recognized as a loss on early extinguishment of debt.  The remaining settlement consideration of approximately $1.7 million was allocated to the reacquisition of the equity component and was recognized as a reduction of Alexandria Real Estate Equities, Inc.’s stockholders’ equity.  As a result of these repurchases, we recognized a loss on early extinguishment of debt of approximately $2.4 million, net of approximately $0.4 million in unamortized issuance costs.

During the three months ended March 31, 2011, we repurchased, in privately negotiated transactions, additional 3.70% Unsecured Convertible Notes aggregating approximately $96.1 million at an aggregate cash price of approximately $98.6 million.  Upon completion of these repurchases, the total value of the consideration of the repurchases was allocated to the extinguishment of the liability component equal to the fair value of that component immediately prior to extinguishment, with the difference between this allocation and the net carrying amount of the liability component and unamortized debt issuance costs recognized as a loss on early extinguishment of debt.  The remaining settlement consideration of approximately $2.5 million was allocated to the reacquisition of the equity component and was recognized as a reduction of Alexandria Real Estate Equities, Inc.’s stockholders’ equity.  As a result of these repurchases, we recognized a loss on early extinguishment of debt of approximately $2.5 million, including approximately $0.4 million in unamortized issuance costs.  The loss was classified as loss on early extinguishment of debt in the accompanying condensed consolidated statements of income for the three months ended March 31, 2011.

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7.Interest rate hedge agreements

We are exposed to certain risks arising from both our business operations and economic conditions.  We principally manage our exposures to a wide variety of business and operational risks through management of our core business activities. We manage economic risks, including interest rate, liquidity, and credit risk, primarily by managing the amount, sources, and duration of our debt funding and by the use of interest rate hedge agreements.  Specifically, we enter into interest rate hedge agreements to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which is determined by interest rates.  Our interest rate hedge agreements are used to manage differences in the amount, timing, and duration of our known or expected cash payments principally related to our LIBOR-based borrowings.  We do not use derivatives for trading or speculative purposes, and currently all of our derivatives are designated as hedges. Our objectives in using interest rate hedge agreements are to add stability to interest expense and to manage our exposure to interest rate movements in accordance with our interest rate risk management strategy.  Interest rate hedge agreements designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty in exchange for the Company making fixed rate payments over the life of the interest rate hedge agreements without exchange of the underlying notional amount.  Interest rate cap agreements designated as cash flow hedges involve the receipt of variable rate amounts from a counterparty if interest rates rise above the strike rate on the contract in exchange for an up-front premium.

The effective portion of changes in the fair value of our interest rate hedge agreements designated and qualified as cash flow hedges is recorded in accumulated other comprehensive income.  The amount is subsequently reclassified into earnings in the period during which the hedged forecasted transactions affect earnings.  During the three months ended March 31, 2011 and 2010, our interest rate hedge agreements were used primarily to hedge the variable cash flows associated with certain of our existing LIBOR-based variable rate debt, including our unsecured line of credit and unsecured term loan.  The ineffective portion of the change in fair value of our interest rate hedge agreements is recognized directly in earnings. During the three months ended March 31, 2011 and 2010, our interest rate hedge agreements were 100% effective.  Accordingly, we did not recognize any of the change in fair value of our interest rate hedge agreements directly into earnings.

As of March 31, 2011, and December 31, 2010, our interest rate hedge agreements were classified in accounts payable, accrued expenses, and tenant security deposits based upon their respective fair values, aggregating a liability balance of approximately $38.9 million and $44.6 million, respectively, which included accrued interest and adjustments for non-performance risk, with the offsetting adjustment reflected as unrealized gain (loss) in accumulated other comprehensive loss in total equity.  We have not posted any collateral related to our interest rate hedge agreements.

Balances in accumulated other comprehensive loss are recognized in the periods during which the forecasted hedge transactions affect earnings.  For the three months ended March 31, 2011 and 2010, approximately $5.4 million and $8.4 million, respectively, was reclassified from accumulated other comprehensive loss to interest expense.  During the next twelve months, we expect to reclassify approximately $20.4 million from accumulated other comprehensive loss to interest expense.

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7.Interest rate hedge agreements (continued)

As of March 31, 2011, we had the following outstanding interest rate hedge agreements that were designated as cash flow hedges of interest rate risk (dollars in thousands):

TransactionDate	Effective Date	Termination Date	Interest Pay Rate		Notional Amount		Effective at March 31,2011		Fair Value
December 2006	December 29, 2006	March 31, 2014	4.990	%	$	50,000	$	50,000	$	(5,225	)
October 2007	October 31, 2007	September 30, 2012	4.546		50,000		50,000		(2,959		)
October 2007	October 31, 2007	September 30, 2013	4.642		50,000		50,000		(4,299		)
October 2007	July 1, 2008	March 31, 2013	4.622		25,000		25,000		(1,856		)
October 2007	July 1, 2008	March 31, 2013	4.625		25,000		25,000		(1,857		)
December 2006	November 30, 2009	March 31, 2014	5.015		75,000		75,000		(7,893		)
December 2006	November 30, 2009	March 31, 2014	5.023		75,000		75,000		(7,907		)
December 2006	December 31, 2010	October 31, 2012	5.015		100,000		100,000		(6,936		)
Total							$	450,000	$	(38,932	)

The fair value of each interest rate hedge agreement is determined using widely accepted valuation techniques including discounted cash flow analyses on the expected cash flows of each derivative. These analyses reflect the contractual terms of the derivatives, including the period to maturity, and use observable market-based inputs, including interest rate curves and implied volatilities (also referred to as “significant other observable inputs”).  The fair values of our interest rate hedge agreements are determined using the market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash receipts.  The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.  The fair value calculation also includes an amount for risk of non-performance using “significant unobservable inputs” such as estimates of current credit spreads to evaluate the likelihood of default, which we have determined to be insignificant to the overall fair value of our interest rate hedge agreements.

8.Alexandria Real Estate Equities, Inc.’s stockholders’ equity

In September 2010, we sold 5,175,000 shares of our common stock in a follow-on offering (including 675,000 shares issued upon full exercise of the underwriters’ over-allotment option).  The shares were issued at a price of $69.25 per share, resulting in aggregate proceeds of approximately $342.3 million (after deducting underwriters’ discounts and other offering costs).

In June 2010, we completed our Exchange Offer.  Pursuant to the terms of the Exchange Offer, we issued 5,620,256 shares of our common stock and paid approximately $41.9 million in cash, as consideration for the exchange of approximately $232.7 million of our 8.00% Unsecured Convertible Notes.  See Note 6, Unsecured Convertible Notes.

In March 2011, we declared a cash dividend on our common stock aggregating $25.0 million ($0.45 per share) for the calendar quarter ended March 31, 2011.  In March 2011, we also declared cash dividends on our 8.375% series C cumulative redeemable preferred stock aggregating $2.7 million ($0.5234375 per share), for the period from January 15, 2011 through April 15, 2011.  Additionally, in March 2011, we declared cash dividends on our Series D Convertible Preferred Stock aggregating approximately $4.4 million ($0.4375 per share), for the period from January 15, 2011 through April 15, 2011.

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9.Noncontrolling interests

Noncontrolling interests represent the third-party interests in certain entities in which we have a controlling interest. These entities own seven properties and three development parcels as of March 31, 2011, and are included in our condensed consolidated financial statements.  Noncontrolling interests are adjusted for additional contributions and distributions, the proportionate share of the net earnings or losses, and other comprehensive income or loss.  Distributions, profits, and losses related to these entities are allocated in accordance with the respective operating agreements.

Certain of our noncontrolling interests have the right to require us to redeem their ownership interests in the respective entities.  We classify these ownership interests in the entities as redeemable noncontrolling interests outside of total equity in the accompanying condensed consolidated balance sheets.  Redeemable noncontrolling interests are adjusted for additional contributions and distributions, the proportionate share of the net earnings or losses, and other comprehensive income or loss. Distributions, profits, and losses related to these entities are allocated in accordance with the respective operating agreements.  If the carrying amount of a redeemable noncontrolling interest is less than the maximum redemption value at the balance sheet date, such amount is adjusted to the maximum redemption value.  Subsequent declines in the redemption value are recognized only to the extent previously recorded increases have been recorded pursuant to the preceding sentence.  As of both March 31, 2011, and December 31, 2010, our redeemable noncontrolling interest balances was approximately $15.9 million.  Our remaining noncontrolling interests aggregating approximately $41.4 million and $41.6 million as of March 31, 2011, and December 31, 2010, respectively, do not have rights to require us to purchase their ownership interests and are classified in total equity in the accompanying condensed consolidated balance sheets.

10.Discontinued operations

We classify a property as “held for sale” when all of the following criteria for a plan of sale have been met: (1) management, having the authority to approve the action, commits to a plan to sell the property; (2) the property is available for immediate sale in its present condition, subject only to terms that are usual and customary; (3) an active program to locate a buyer and other actions required to complete the plan to sell have been initiated; (4) the sale of the property is probable and is expected to be completed within one year; (5) the property is being actively marketed for sale at a price that is reasonable in relation to its current fair value; and (6) actions necessary to complete the plan of sale indicate that it is unlikely that significant changes to the plan will be made or that the plan will be withdrawn.  When all of these criteria have been met, the property is classified as “held for sale”; its operations, including any interest expense directly attributable to it, are classified as discontinued operations in our condensed consolidated statements of income; and amounts for all prior periods presented are reclassified from continuing operations to discontinued operations.  Depreciation of assets ceases upon designation of a property as “held for sale.”

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10.Discontinued operations (continued)

The following is a summary of income from discontinued operations, net, and net assets of discontinued operations (in thousands):

	Three Months Ended
	March 31,
	2011			2010
Total revenue	$	–		$	794
Operating expenses	59			199
Revenue less operating expenses	(59		)	595
Depreciation and amortization expense	–			26
(Loss) income from discontinued operations before gain on sales of real estate	(59		)	569
Gain on sales of real estate	–			24
(Loss) income from discontinued operations, net	$	(59	)	$	593

	March 31, 2011		December 31, 2010
Properties “held for sale,” net	$	1,859	$	1,859
Other assets	114		90
Total assets	$	1,973	$	1,949
Total liabilities	141		133
Net assets of discontinued operations	$	1,832	$	1,816

Loss from discontinued operations, net, for the three months ended March 31, 2011, includes the results of operations of one operating property that was classified as “held for sale” as of March 31, 2011.  Income from discontinued operations, net for the three months ended March 31, 2010, includes the results of operations of one property that was classified as “held for sale” as of March 31, 2011, and the results of operations and gain on sale of one operating property that was sold during the first quarter of 2010.  During the three months ended March 31, 2010, we sold one property located in the Seattle market at a price of approximately $11.8 million.

11.Subsequent Events

In April 2011, we acquired 409 and 499 Illinois Street, a newly and partially completed world-class 453,256 rentable square foot laboratory/office development project located on a highly desirable waterfront location in Mission Bay, San Francisco, for approximately $293 million.  409 Illinois Street is a 241,659 rentable square foot tower that is 97% leased to a biotechnology company through November 2023.  499 Illinois Street is a vacant 211,597 rentable square foot tower in shell condition for which we plan to complete the development.

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Item 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Certain information and statements included in this quarterly report on Form 10-Q, including, without limitation, statements containing the words “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates,” or the negative of these words or similar words, constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Forward-looking statements involve inherent risks and uncertainties regarding events, conditions, and financial trends that may affect our future plans of operation, business strategy, results of operations, and financial position.  A number of important factors could cause actual results to differ materially from those included within or contemplated by the forward-looking statements, including, but not limited to, the following:

·negative worldwide economic, financial, and banking conditions;

·worldwide economic recession, lack of confidence, and/or high structural unemployment;

·financial, banking, and credit market conditions;

·the seizure or illiquidity of credit markets;

·our inability to obtain capital (debt, construction financing, and/or equity) or refinance debt maturities;

·our inability to comply with financial covenants in our debt agreements;

·inflation or deflation;

·prolonged period of stagnant growth;

·increased interest rates and operating costs;

·adverse economic or real estate developments in our markets;

·our failure to successfully complete and lease our existing space held for redevelopment and new properties acquired for that purpose and any properties undergoing development;

·significant decreases in our active development, active redevelopment, or preconstruction activities resulting in significant increases in our interest, operating, and payroll expenses;

·our failure to successfully operate or lease acquired properties;

·the financial condition of our insurance carriers;

·general and local economic conditions;

·adverse developments concerning the life science industry and/or our life science client tenants;

·the nature and extent of future competition;

·decreased rental rates, increased vacancy rates, or failure to renew or replace expiring leases;

·defaults on or non-renewal of leases by tenants;

·availability of and our ability to attract and retain qualified personnel;

·our failure to comply with laws or changes in law;

·compliance with environmental laws;

·our failure to maintain our status as a real estate investment trust (“REIT”);

·changes in laws, regulations, and financial accounting standards;

·certain ownership interests outside the United States may subject us to different or greater risks than those associated with our domestic operations; and

·fluctuations in foreign currency exchange rates.

This list of risks and uncertainties is not exhaustive.  Additional information regarding risk factors that may affect us is included under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our annual report on Form 10-K for the year ended December 31, 2010.  Readers of this quarterly report on Form 10-Q should also read our Securities and Exchange Commission (“SEC”) and other publicly filed documents for further discussion regarding such factors.

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The following discussion should be read in conjunction with the condensed consolidated financial statements and notes appearing elsewhere in this quarterly report on Form 10-Q. References to “GAAP” used herein refers to accounting principles generally accepted in the United States.

Overview

We are a Maryland corporation formed in October 1994 that has elected to be taxed as a REIT for federal income tax purposes.  We are the largest owner and preeminent REIT focused principally on cluster development through the ownership, operation, management, selective acquisition, redevelopment, and development of properties containing life science laboratory space.  We are the leading provider of high-quality, environmentally sustainable real estate, technical infrastructure, and services to the broad and diverse life science industry.  Client tenants include institutional (universities and independent non-profit institutions), pharmaceutical, biotechnology, medical device, product, and service entities and government agencies. Our primary business objective is to maximize stockholder value by providing our stockholders with the greatest possible total return based on a multifaceted platform of internal and external growth. Our operating platform is based on the principle of “clustering,” with assets and operations located adjacent to life science entities driving growth and technological advances within each cluster.

As of March 31, 2011, we had 168 properties aggregating 13.7 million rentable square feet, composed of approximately 12.4 million rentable square feet of operating properties, approximately 784,671 rentable square feet undergoing active redevelopment, and approximately 479,751 rentable square feet undergoing active development.  Our operating properties were approximately 94% leased as of March 31, 2011.  Our primary sources of revenues are rental income and tenant recoveries from leases of our properties.  The comparability of financial data from period to period is affected by the timing of our property acquisition, redevelopment, and development activities.

As further discussed under “2011 highlights” below, for the three months ended March 31, 2011, we:

·executed 44 leases for 552,000 rentable square feet, including 76,000 rentable square feet of redevelopment and development space;

·reported occupancy of operating properties at approximately 94%, and occupancy of operating and redevelopment properties at approximately 89% as of March 31, 2011;

·repurchased approximately $96.1 million of our 3.70% unsecured senior convertible notes (“3.70% Unsecured Convertible Notes”);

·extended the maturity date and increased commitments on our unsecured credit facility from $1.9 billion to $2.25 billion;

·closed on a new $250 million unsecured term loan;

·completed the ground-up development of 1500 Owens Street in Mission Bay, San Francisco; and

·acquired 4755 Nexus Center Drive, a newly and partially completed development project located in University Town Center in the San Diego market, aggregating 41,710 rentable square feet.

Also, in April 2011, we acquired 409 and 499 Illinois Street, a newly and partially completed 453,256 rentable square foot development project in Mission Bay, San Francisco, for approximately $293 million.

We continue to demonstrate the strength and durability of our core operations providing life science laboratory space to the broad and diverse life science industry.  Our core operating results were solid for the three months ended March 31, 2011.  We intend to continue to focus on the completion of our existing active redevelopment projects aggregating approximately 784,671 rentable square feet and our existing active development projects aggregating approximately an additional 479,751 rentable square feet. Additionally, we intend to continue with preconstruction activities for certain land parcels for future ground-up development in order to preserve and create value for these projects.  These important preconstruction activities add significant value to our land for future ground-up development and are required for the ultimate vertical construction of the buildings.  We also intend to be very careful and prudent with any future decisions to add new projects to our active ground-up developments.  We generally will not commence new development projects for aboveground vertical construction of new laboratory space without first securing significant pre-leasing for such space.  We also intend to continue to reduce debt as a percentage of our overall capital structure over a multi-year period.  During this period, we may also extend and/or refinance certain debt maturities.  We expect the source of funds for construction activities and repayment of outstanding debt to be provided over several years by cash flows from operations, opportunistic sales of real estate, joint ventures, new secured or unsecured debt, and the issuance of additional equity securities, as appropriate. As of March 31, 2011, we identified one asset as “held for sale,” which has been classified in discontinued operations.

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2011 highlights

Acquisitions

During the three months ended March 31, 2011, we acquired 4755 Nexus Center Drive, a newly and partially completed development project located in University Town Center in the San Diego market, for approximately $7.4 million.  The property is a vacant 41,710 rentable square foot building in shell condition for which we plan to complete the development.  Based on our current view of existing market conditions and certain current assumptions, we expect to achieve a stabilized yield on cost on a GAAP and cash basis for this property in the range of 9.0% to 9.5% and 8.0% to 8.5%, respectively.  Stabilized yield on cost is calculated as the quotient of net operating income and our investment in the property at stabilization (“Stabilized Yield”).

In April 2011, we acquired 409 and 499 Illinois Street, a newly and partially completed world-class 453,256 rentable square foot laboratory/office development project located on a highly desirable waterfront location in Mission Bay, San Francisco, for approximately $293 million.  409 Illinois Street is a 241,659 rentable square foot tower that is 97% leased to a biotechnology company through November 2023.  499 Illinois Street is a vacant 211,597 rentable square foot tower in shell condition for which we plan to complete the development.  Based on our current view of existing market conditions and certain current assumptions, we expect to achieve a Stabilized Yield on a GAAP and cash basis for this property in the range of 7.2% to 7.6% and 6.5% to 7.0%, respectively.

Unsecured credit facility

In January 2011, we entered into a third amendment (the “Third Amendment”) to our second amended and restated credit agreement dated October 31, 2006, as further amended on December 1, 2006 and May 2, 2007 (the “Prior Credit Agreement,” and as amended by the Third Amendment, the “Amended Credit Agreement”), with Bank of America, N.A., as administrative agent, and certain lenders.  The Third Amendment amended the Prior Credit Agreement to, among other things, increase the maximum permitted borrowings under the credit facilities from $1.9 billion to $2.25 billion, consisting of a $1.5 billion unsecured line of credit (increased from $1.15 billion) and a $750 million unsecured term loan (together with the unsecured line of credit, the “Unsecured Credit Facility”) and provided an accordion option to increase commitments under the Unsecured Credit Facility by up to an additional $300 million.  See “Liquidity and capital resources–Unsecured credit facility” for additional information about our Unsecured Credit Facility.

Other financing activities

In February 2011, we closed on a new $250 million unsecured term loan.  The $250 million unsecured term loan bears interest at LIBOR or the specified base rate, plus in either case a margin specified in the loan agreement.  The applicable margin for the LIBOR borrowings under the $250 million unsecured term loan was initially set at 2.0% at closing.  The maturity date for the unsecured term loan is in February 2014, and may be extended for an additional 11 months at our sole discretion.  The net proceeds from this loan were used to reduce outstanding borrowings on our Unsecured Credit Facility.

During the three months ended March 31, 2011, we repurchased, in privately negotiated transactions, approximately $96.1 million of our 3.70% Unsecured Convertible Notes at an aggregate cash price of approximately $98.6 million.  As a result of these repurchases, we recognized losses on early extinguishment of debt of approximately $2.5 million for the three months ended March 31, 2011.

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Leasing

For the three months ended March 31, 2011, we executed a total of 44 leases for approximately 552,000 rentable square feet at 30 different properties (excluding month-to-month leases).  Of this total, approximately 334,000 rentable square feet related to new or renewal leases of previously leased space and approximately 218,000 rentable square feet related to developed, redeveloped, or previously vacant space.  Of the 218,000 rentable square feet, approximately 76,000 rentable square feet were related to our development or redevelopment programs, with the remaining approximately 142,000 rentable square feet related to previously vacant space.  Rental rates for these new or renewal leases were on average approximately 1.6% higher on a GAAP basis than rental rates for expiring leases.  Additionally, we granted tenant concessions/free rent averaging approximately one month with respect to the 552,000 rentable square feet leased during the three months ended March 31, 2011.

As of March 31, 2011, approximately 95% of our leases (on a rentable square footage basis) were triple net leases, requiring tenants to pay substantially all real estate taxes, insurance, common area, and other operating expenses (including increases thereto) in addition to base rent.  Additionally, approximately 92% of our leases (on a rentable square footage basis) provided for the recapture of certain capital expenditures, and approximately 91% of our leases (on a rentable square footage basis) contained effective annual rent escalations that were either fixed or indexed based on the consumer price index or another index.

Investments in real estate

The following table summarizes our investments in real estate as of March 31, 2011:

	Book Value			Square Footage	Cost per Square Foot
Rental properties	$	4,572,014		12,437,793	$	368
Less: accumulated depreciation	(647,034		)
Rental properties, net	3,924,980
Construction in progress (“CIP”)/current value-added projects:
Active redevelopment	274,971			784,671	350
Active development	130,213			479,751	271
Projects in India and China	109,535			1,028,000	107
	514,719			2,292,422	225
Land/future value-added projects (1):
Land held for future development	493,180			10,088,000	49
Land undergoing preconstruction activities (additional CIP) (2)	528,124			2,593,000	204
	1,021,304			12,681,000	81
Investment in unconsolidated real estate entity	37,462			428,000	88
Investments in real estate, net	5,498,465			27,839,215	$	198
Add: accumulated depreciation	647,034
Gross book value of real estate (1)	$	6,145,499		27,839,215

(1)In addition to assets included in our gross book value of real estate, we also hold options/rights for parcels supporting approximately 3.1 million developable square feet.  These parcels consist of: (1) a parcel supporting the future ground-up development of approximately 385,000 rentable square feet at Alexandria Center™ for Life Science – New York City related to an option under our ground lease; (2) right to acquire land parcels supporting ground-up development of 636,000 rentable square feet in Edinburgh, Scotland; and (3) an option to increase our land use rights by up to approximately 2.0 million additional developable square feet in China.

(2)We generally will not commence new development projects for aboveground vertical construction of new laboratory space without first securing significant pre-leasing for such space.  If vertical aboveground construction is not initiated at completion of preconstruction activities, the land parcel will be classified as land held for future development.  The two largest projects included in preconstruction consist of our 1.9 million developable square feet at Alexandria Center™ at Kendall Square in East Cambridge, Massachusetts and our 407,000 developable square foot site for the second tower at Alexandria Center™ for Life Science – New York City.

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Summary of Properties

The locations of our properties are diversified among a number of life science markets.  The following table sets forth the rentable square footage, number of properties, annualized base rent, and occupancy of our properties in each of our existing markets as of March 31, 2011 (dollars in thousands):

	Rentable Square Feet				Number of	Annualized		Occupancy
Markets	Operating	Redevelopment	Development	Total (1)	Properties	Base Rent (2)		Percentage (3)
California – San Diego	2,038,336	422,803	165,140	2,626,279	37	$	64,342	92.6	%
California – San Francisco	1,917,170	–	217,611	2,134,781	22	67,471		96.0
Greater Boston	3,250,589	210,660	–	3,461,249	38	119,414		92.5
NYC/New Jersey/Suburban Philadelphia	747,292	–	–	747,292	9	33,411		85.2
Southeast	713,221	30,000	97,000	840,221	13	14,757		94.3
Suburban Washington, D.C.	2,432,172	121,208	–	2,553,380	32	53,769		96.3
Washington – Seattle	997,205	–	–	997,205	12	34,820		99.1
Domestic markets	12,095,985	784,671	479,751	13,360,407	163	387,984		94.0
International	320,808	–	–	320,808	4	8,486		100.0
Subtotal	12,416,793	784,671	479,751	13,681,215	167	$	396,470	94.2	%
Discontinued Operations/”Held for Sale”	21,000	–	–	21,000	1
Total	12,437,793	784,671	479,751	13,702,215	168

(1)See “—Current Value-Added Projects” for more information on projects in India and China.

(2)Represents annualized base rent related to our operating rentable square feet.  Annualized base rent means the annualized fixed base rental amount in effect as of March 31, 2011 (using rental revenue computed on a straight-line basis in accordance with GAAP).  Annualized base rent for the San Diego market as of March 31, 2011, excludes the amortization of acquired below market lease intangibles related to Biogen Idec Inc.  In addition, during the three months ended March 31, 2011, a tenant in the International market exercised its right to terminate its lease on April 7, 2011 prior to expiration of the lease.  The annualized base rent used herein includes the annualized base rent related to the three leases that will commence on April 8, 2011 with tenants currently in occupancy at this property as of March 31, 2011.

(3)Represents occupancy percentages related to our operating properties.  Occupancy in our operating properties and spaces undergoing redevelopment, as of March 31, 2011, was 88.6%.

The following table presents trends in certain information regarding our asset base:

Selected Property Information	March 31, 2011		December 31, 2010		March 31, 2010
Number of properties	168		167		162
Rentable square feet:
Operating properties	12,437,793		12,429,224		11,144,678
Redevelopment properties	784,671		755,463		648,031
Development properties	479,751		475,818		865,000
Total	13,702,215		13,660,505		12,657,709
Occupancy of operating and redevelopment properties	89%		89%		89%
Occupancy of operating properties	94%		94%		94%
Annualized base rent per leased rentable square foot	$	33.90	$	33.95	$	31.11

Our average occupancy rate of operating and redevelopment properties as of December 31 of each year from 1998 to 2010, and March 31, 2011 was approximately 89.2%.  Our average occupancy rate of operating properties as of December 31 of each year from 1998 to 2010, and March 31, 2011 was approximately 95.2%.

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Current value-added projects

Active redevelopment and development projects

A key component of our business model includes our value-added redevelopment and development programs. These programs are focused on providing high-quality, generic and reusable life science laboratory space to meet the real estate requirements of a wide range of clients in the life science industry. Upon completion, each value-added project is expected to generate significant revenues and cash flows. Our redevelopment and development projects are generally in locations that are highly desirable to life science entities, which we believe results in higher occupancy levels, longer lease terms, and higher rental income and returns. Redevelopment projects consists of the permanent change in use of office, warehouse, and shell space into generic life science laboratory space, including the conversion of single-tenancy space to multi-tenancy space or vice versa. Our incremental investment in redevelopment projects for the conversion of non-laboratory space to laboratory space generally ranges from $75 to $150 per square foot depending on the nature of the existing building improvements and laboratory design. Development projects consist of the ground-up development of generic and reusable life science laboratory facilities. We generally will not commence new development projects for aboveground vertical construction of new laboratory space without first securing significant pre-leasing for such space.

Projects in India and China

Projects in India and China primarily represent development opportunities and projects focused on life science laboratory space for our current client tenants and other life science relationship entities. These projects focus on real estate investments with targeted returns on investment greater than returns expected in the United States.

We capitalize project costs clearly related to the construction, redevelopment, and development as a cost of the project. Indirect project costs such as construction administration, legal fees, and office costs that clearly relate to projects under construction, redevelopment, and development are also capitalized as a cost of the project. We capitalize project costs only during periods in which activities necessary to prepare an asset for its intended use are in progress.  We also capitalize interest cost as a cost of the project only during the period for which activities necessary to prepare an asset for its intended use are on-going, provided that expenditures for the asset have been made and interest cost is being incurred.  Additionally, should activities necessary to prepare an asset for its intended use cease, interest, taxes, insurance, and certain other direct project costs related to these assets would be expensed as incurred.  Expenditures for repair and maintenance are expensed as incurred and are not included in capital expenditures.

The following table summarizes the components of our value-added rentable square footage that are currently active projects, as of March 31, 2011:

Markets	Active Redevelopment	Active Development	Projects in India and China	Total
California – San Diego	422,803	165,140	–	587,943
California – San Francisco	–	217,611	–	217,611
Greater Boston	210,660	–	–	210,660
Suburban Washington, D.C.	121,208	–	–	121,208
Other	30,000	97,000	1,028,000	1,155,000
Total	784,671	479,751	1,028,000	2,292,422

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Active redevelopment projects

As of March 31, 2011, we had approximately 784,671 rentable square feet undergoing redevelopment, as summarized in the table below:

	Redevelopment							Total Property
		Percentage (1)					Estimated
			Negotiated/			Placed into	In-Service
Market/Property	RSF	Leased	Committed	Mktg	Status	Redevelopment	Dates	RSF (2)
San Diego – Torrey Pines
11119 North Torrey Pines Road	81,816	–	–	100%	Design/Permitting	2010	2012	81,816
3530/3350 John Hopkins Court	89,923	–	61%	39%	Construction	2010	2012	89,923
San Diego – University Town Center
10300 Campus Point Drive	203,717	43%	–	57%	Design/Construction	2011	2012/2013	373,070
San Diego – Sorrento Mesa
6275 Nancy Ridge Drive	47,347	–	–	100%	Design	2011	2012/2013	47,347
Greater Boston – Cambridge/Inner Sub.
400 Technology Square (3)	17,114	–	–	100%	Design	2009	2012	194,776
215 First Street (3)	33,001	–	69%	31%	Construction	(4)	2011	366,669
500 Arsenal Street	47,500	100%	–	–	Design	2010	2011	92,500
Greater Boston – Rte 495/Worcester
20 Walkup Drive	113,045	–	–	100%	Construction	(5)	2011	113,045
Southeast – Research Triangle Park
6101 Quadrangle Drive	30,000	–	–	100%	Design	2010	2012	30,000
Sub. Washington, D.C. – Rockville
15010 Broschart Road	17,870	61%	–	39%	Construction	2010	2012	38,203
9800 Medical Center Drive	77,211	–	100%	–	Design/Permitting	2009	2012	225,096
Sub. Washington, D.C. – Gaithersburg
620 Professional Drive	26,127	–	–	100%	Design	2011	2012	26,127
	784,671	18%	20%	62%				1,678,572

(1)	The leased percentages represent the percentages of redevelopment rentable square feet and exclude both the occupied and vacant rentable square feet related to the operating portion of each building.
(2)	The operating portion of the properties aggregating 893,901 rentable square feet, including vacancy aggregating approximately 95,000 rentable square feet, is included in rental properties, net and occupancy statistics for our operating properties. See Summary of Properties on page 31.
(3)	Represents redevelopment projects with projected total investment greater than the average total investment for our redevelopment projects. The higher total investment is primarily due to the contiguousness of a project to Alexandria Center™ at Kendall Square (part of the assemblage) as well as another mid-rise building and its structure.
(4)	Represents historical office building acquired with parcel included in overall Alexandria Center™ at Kendall Square. Remaining rentable square feet is undergoing conversion from office space to laboratory space.
(5)	Represents a former single-tenant building undergoing redevelopment.

As of March 31, 2011, our estimated cost to complete was approximately $150 per rentable square foot, or $118 million in aggregate, for the 784,671 rentable square feet undergoing a permanent change in use to life science laboratory space through redevelopment.  We expect to incur the majority of these costs in 2011 and 2012.  Our final costs for these projects will ultimately depend on many factors, including construction and infrastructure requirements for each tenant, final lease negotiations, and the amount of costs funded by each tenant.

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Active development projects

As of March 31, 2011, we had five ground-up development projects in the United States approximating 479,751 rentable square feet of life science laboratory space as summarized in the table below.

	Development										Operating	Total Property
	Total	Leased		Negotiating/ Committed		Marketing			Building	Estimated Project Completion	Leased/ Occupied
Market/Property	RSF	RSF	%	RSF	%	RSF	%	Leasing Status	Description	Date	RSF	RSF
San Diego – University Town Center
4755 Nexus Center Drive	41,710	–	–	–	–	41,710	100%	Marketing	Single or Multi-tenant Bldg.	2013	–	41,710
5200 Research Place	123,430	123,430	100%	–	–	–	–	100% Leased to Illumina, Inc.	Single Tenant Bldg.	2012	–	123,430
San Francisco – Mission Bay
455 Mission Bay Boulevard	55,611	7,780	14%	38,141	69%	9,690	17%	Leased, Negotiating, and Marketing	Multi-tenant Bldg. with 4% Retail	2011	154,389	210,000
San Francisco – South SF
400/450 East Jamie Court	162,000	54,603	34%	–	–	107,397	66%	Leased, Negotiating, and Marketing	Two Bldgs., Single or Multi-tenant	2011	–	162,000
Southeast  – Research Triangle Park
7 Triangle Drive	97,000	97,000	100%	–	–	–	–	100% Leased to Medicago Inc.	Single Tenant Bldg.	2011	–	97,000
	479,751	282,813	59%	38,141	8%	158,797	33%				154,389	634,140

As of March 31, 2011, our estimated cost to complete was approximately $170 per rentable square foot, or $82 million in aggregate, for the 479,751 rentable square feet undergoing ground-up development.  Our final costs for these projects will ultimately depend on many factors, including construction and infrastructure requirements for each tenant, final lease negotiations, and the amount of costs funded by each tenant.  We generally will not commence new development projects for aboveground vertical construction of new laboratory space without first securing significant pre-leasing for such space.

Active development projects in India and China

Our business model also includes ground-up development projects in India and China. We have various projects aggregating 456,000 rentable square feet undergoing ground-up development in India.  Additionally, we have one development parcel located in South China, where a two-building project aggregating 275,000 rentable square feet is under construction.  Another development parcel is located in North China, where a two-building project aggregating 292,000 rentable square feet is under construction.

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Future value-added projects

Land Held for Future Development

All preconstruction efforts have been advanced to appropriate stages and no further preconstruction activities are ongoing and therefore, interest, property taxes, and other costs related to these assets are expensed as incurred.  We generally will not commence new development projects for aboveground vertical construction of new laboratory space without first securing significant pre-leasing for such space.

Land Undergoing Preconstruction Activities (additional CIP)

Preconstruction activities include Building Information Modeling (3-D virtual modeling), design development, construction drawings, sustainability and energy optimization review, budgeting, planning for future site and infrastructure work, and other activities prior to commencement of vertical construction of aboveground shell and core improvements.  Our objective with preconstruction is to advance efforts to reduce the time to deliver projects to prospective tenants.  Project costs are capitalized as a cost of the project during periods activities necessary to prepare an asset for its intended use are in progress. If vertical aboveground construction is not initiated at completion of preconstruction activities, the land parcel will be classified as land held for future development.  We generally will not commence new development projects for aboveground vertical construction of new laboratory space without first securing significant pre-leasing for such space.  The two largest projects included in preconstruction consist of our 1.9 million developable square feet at Alexandria Center™ at Kendall Square in East Cambridge, Massachusetts and our 407,000 developable square foot site for the second tower at Alexandria Center™ for Life Science – New York City.

Investment in Unconsolidated Real Estate Entity

Our investment in unconsolidated real estate entity represents our equity investment in a real estate entity that owns a land parcel supporting the ground-up development of approximately 428,000 rentable square feet in the Longwood Medical Area of Boston.

Future Redevelopment

In addition to properties undergoing redevelopment, as of March 31, 2011, our asset base contained embedded opportunities for a future permanent change of use to life science laboratory space through redevelopment aggregating approximately 1.4 million rentable square feet. These spaces are currently classified in rental properties, net.

The following table summarizes the components of our future value-added square footage as of March 31, 2011:

Markets	Land Held for Future  Development	Land  Undergoing Preconstruction  Activities  (additional CIP)	Total Land (1)	Investment in  Unconsolidated Real Estate  Entity	Future  Redevelopment
California – San Diego	1,101,000	–	1,101,000	–	134,000
California – San Francisco/Mission Bay	290,000	–	290,000	–	–
California – San Francisco/So. San Francisco	1,051,000	144,000	1,195,000	–	65,000
Greater Boston	225,000	1,882,000	2,107,000	428,000	362,000
New York City	–	407,000	407,000	–	–
Suburban Washington, D.C.	1,035,000	–	1,035,000	–	466,000
Washington – Seattle	1,131,000	160,000	1,291,000	–	120,000
International	4,624,000	–	4,624,000	–	–
Other	631,000	–	631,000	–	258,000
Total	10,088,000	2,593,000	12,681,000	428,000	1,405,000

(1) In addition to assets included in our gross book value of real estate, we also hold options/rights for parcels supporting approximately 3.1 million developable square feet. These parcels consist of: (1) a parcel supporting the future ground-up development of approximately 385,000 rentable square feet in Alexandria Center™ for Life Science – New York City related to an option under our ground lease; (2) right to acquire land parcels supporting ground-up development of 636,000 rentable square feet in Edinburgh, Scotland; and (3) an option to increase our land use rights by up to approximately 2.0 million additional developable square feet in China.

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Lease expirations

The following table summarizes information with respect to lease expirations at our properties as of March 31, 2011:

Year of Lease Expiration	Number of Leases Expiring		Rentable Square Footage of Expiring Leases		Percentage of Aggregate Total Rentable  Square Feet		Annualized Base Rent of Expiring Leases  (per rentable square foot) (2)
2011	72	(1)	1,598,728	(1)	12.1	%	$29.91
2012	81		1,394,239		10.5		31.18
2013	78		1,311,553		9.9		29.37
2014	62		1,292,667		9.8		28.86
2015	47		1,030,907		7.8		31.10
2016	30		1,196,587		9.0		31.26
2017	20		820,343		6.2		34.44
2018	13		879,238		6.6		39.16
2019	8		413,721		3.1		34.12
2020	14		654,762		4.9		44.43

(1)

Excludes seven month-to-month leases for approximately 22,000 rentable square feet. Of the 1.6 million rentable square feet expiring in 2011 as of March 31, 2011, approximately 586,000 rentable square feet was leased as of, or subsequent to, March 31, 2011, and approximately 392,000 rentable square feet was targeted for redevelopment.

(2)

Annualized base rent as of March 31, 2011, excludes the amortization of acquired below market lease intangibles related to one lease aggregating approximately 267,000 rentable square feet. In addition, during the three months ended March 31, 2011, a tenant in the International market exercised its right to terminate its lease on April 7, 2011 prior to expiration of the lease. The annualized base rent used herein includes the annualized base rent related to the three executed leases that will commence on April 8, 2011 with tenants currently in occupancy at this property as of March 31, 2011.

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Tenants

Our life science properties are leased principally to a diverse group of tenants, with no single tenant accounting for more than 6.7% of our annualized base rent.  The chart below shows annualized base rent by tenant business type as of March 31, 2011:

The following table sets forth information regarding leases with our 20 largest client tenants based upon annualized base rent as of March 31, 2011 (dollars in thousands):

							Approximate	Percentage of					Percentage of		Investment Grade Entities (4)
			Remaining Lease				Aggregate	Aggregate					Aggregate
		Number	Term in Years				Rentable	Total Square		Annualized			Annualized		Fitch	Moody’s	S&P	Education/
	Tenant	of Leases	(1)		(2)		Square Feet	Feet		Base Rent (3)			Base Rent		Rating	Rating	Rating	Research
1	Novartis AG	6	5.6		5.8		442,621	3.3	%	$	26,422		6.7	%	AA	Aa2	AA-	–
2	Eli Lilly and Company	5	10.3		11.9		261,320	2.0		15,048			3.8		A+	A2	AA-	–
3	Roche Holding Ltd	5	6.5		6.8		387,813	2.9		14,834			3.7		AA-	A2	AA-	–
4	Biogen Idec Inc.	1	0.3	(5)	0.3	(5)	266,619	2.0		12,887		(6)	3.3		–	Baa3	BBB+	–
5	United States Government	8	3.7		3.9		370,059	2.8		11,343			2.9		AAA	Aaa	AAA	–
6	Bristol-Myers Squibb Company	3	7.7		7.8		250,454	1.9		10,086			2.5		A+	A2	A+	–
7	GlaxoSmithKline plc	4	7.6		7.8		199,318	1.5		10,057			2.5		A+	A1	A+	–
8	Massachusetts Institute of Technology	3	3.8		3.5		178,952	1.4		8,154			2.1		–	Aaa	AAA	ü
9	NYU-Neuroscience Translational Research Institute	2	14.6		13.6		79,788	0.6		7,224			1.8		–	Aa3	AA-	ü
10	Pfizer Inc.	3	8.2		8.0		133,622	1.0		6,511			1.6		AA-	A1	AA	–
11	Alnylam Pharmaceuticals, Inc. (7)	1	5.5		5.5		129,424	1.0		6,076			1.5		–	–	–	–
12	Theravance, Inc. (8)	2	7.2		7.7		170,244	1.3		5,913			1.5		–	–	–	–
13	Gilead Sciences, Inc.	1	9.3		9.3		109,969	0.8		5,820			1.5		–	Baa1	A-	–
14	Amylin Pharmaceuticals, Inc.	3	5.1		5.3		168,308	1.3		5,747			1.4		–	–	–	–
15	The Scripps Research Institute	2	5.7		5.6		96,500	0.7		5,193			1.3		–	Aa3	–	ü
16	Forrester Research, Inc.	1	0.5	(9)	0.5	(9)	145,551	1.1		4,987			1.3		–	–	–	–
17	Quest Diagnostics Incorporated	1	5.8		5.8		248,186	1.9		4,341			1.1		BBB+	Baa2	BBB+	–
18	Infinity Pharmaceuticals, Inc.	2	1.8		1.8		67,167	0.5		4,302			1.1		–	–	–	–
19	The Regents of the University of California	2	10.1		10.2		92,666	0.7		4,104			1.0		AA+	Aa1	AA	ü
20	UMass Memorial Health Care, Inc.	6	5.0		4.5		189,722	1.4		3,942			1.0		–	–	–	ü
	Total/Weighted Average:	61	5.9		6.4		3,988,303	30.1	%	$	172,991		43.6	%

(1)Represents remaining lease term in years based on percentage of leased square feet.

(2)Represents remaining lease term in years based on percentage of annualized base rent.

(3)Annualized base rent means the annualized fixed base rental amount in effect as of March 31, 2011 (using rental revenue computed on a straight-line basis in accordance with GAAP).

(4)Ratings obtained from each of the following rating agencies: Fitch Ratings, Moody’s Investors Service, and Standard & Poor’s.

(5)In December 2010, we executed a 20-year lease for this space with Illumina, Inc., a premier gene sequencing company.

(6)Annualized base rent as of March 31, 2011 excludes the amortization of acquired below market lease.

(7)As of December 30, 2010, Novartis AG owned approximately 13% of the outstanding stock of Alnylam Pharmaceuticals, Inc.

(8)As of February 14, 2011, GlaxoSmithKline plc owned approximately 18% of the outstanding stock of Theravance, Inc.

(9)Office building is targeted for redevelopment into life science laboratory space upon lease expiration.

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Results of operations

As of March 31, 2011 and 2010, we owned 168 and 162 properties, respectively (the “Total Property Portfolio”). As a result of changes within our Total Property Portfolio, the financial data presented in the table on the following page shows significant changes in revenue and expenses from period to period.  In order to supplement an evaluation of our results of operations over a given period, we analyze the operating performance for all properties that were fully operating for the entire periods presented for the quarter periods (herein referred to as “Same Properties”) separate from properties acquired subsequent to the first period presented, properties undergoing active redevelopment and active development, and corporate entities (legal entities performing general and administrative functions), which are excluded from same property results (herein referred to as “Non-Same Properties”).  Additionally, rental revenues from lease termination fees, if any, are excluded from the results of the Same Properties.  For the three months ended March 31, 2011 and 2010, our Same Properties consisted of 132 operating properties aggregating approximately 9.8 million rentable square feet.

Net operating income is a non-GAAP financial measure equal to income from continuing operations, the most directly comparable GAAP financial measure, plus losses from early extinguishments of debt, depreciation and amortization, interest expense, and general and administrative expense. We believe net operating income 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 net operating income is a useful measure for evaluating the operating performance of our real estate assets.

Further, we believe net operating income is useful to investors as a performance measure because, when compared across periods, net operating income reflects the impact on operations from trends in occupancy rates, rental rates, and operating costs, providing perspective not immediately apparent from income from continuing operations.  Net operating income excludes certain components from income from continuing operations in order to provide results that are more closely related to our results of operations from our properties. 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 rather than at 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.  Net operating income presented by us may not be comparable to net operating income reported by other REIT’s that define net operating income differently.  We believe that in order to facilitate a clear understanding of our operating results, net operating income should be examined in conjunction with income from continuing operations as presented in our condensed consolidated statements of income.  Net operating income should not be considered as an alternative to income from continuing operations as an indication of our performance or to cash flows as a measure of liquidity or our ability to make distributions.

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Comparison of Three Months Ended March 31, 2011 (“First Quarter 2011”), to Three Months Ended March 31, 2010 (“First Quarter 2010”)

The following table presents a comparison of the components of net operating income for our Same Properties and Non-Same Properties for First Quarter 2011, compared to First Quarter 2010, and a reconciliation of net operating income to income from continuing operations, the most directly comparable financial measure (dollars in thousands):

	Three Months Ended March 31,
	2011		2010		$ Change			% Change
Revenues:
Rental – Same Properties	$	73,888	$	74,506	$	(618	)	(1	%)
Rental – Non-Same Properties	32,736		14,351		18,385			128
Total rental	106,624		88,857		17,767			20
Tenant recoveries – Same Properties	25,768		24,015		1,753			7
Tenant recoveries – Non-Same Properties	7,140		2,549		4,591			180
Total tenant recoveries	32,908		26,564		6,344			24
Other income – Same Properties	247		103		144			140
Other income – Non-Same Properties	530		969		(439		)	(45	)
Total other income	777		1,072		(295		)	(28	)
Total revenues – Same Properties	99,903		98,624		1,279			1
Total revenues – Non-Same Properties	40,406		17,869		22,537			126
Total revenues	140,309		116,493		23,816			20
Expenses:
Rental operations – Same Properties	27,936		26,868		1,068			4
Rental operations – Non-Same Properties	13,145		4,680		8,465			181
Total rental operations	41,081		31,548		9,533			30
Net operating income
Net operating income – Same Properties	71,967		71,756		211			–
Net operating income – Non-Same Properties	27,261		13,189		14,072			107
Total net operating income	99,228		84,945		14,283			17
Other expenses:
General and administrative	9,500		9,479		21			–
Interest	17,842		17,562		280			2
Depreciation and amortization	36,707		29,712		6,995			24
Loss on early extinguishment of debt	2,495		–		2,495			100
Total other expenses	66,544		56,753		9,791			17
Income from continuing operations	$	32,684	$	28,192	$	4,492		16	%

Rental revenues

Total rental revenues for First Quarter 2011 increased by $17.8 million, or 20%, to $106.6 million, compared to $88.9 million for First Quarter 2010.  The increase was due to the contribution of rental revenues from our Non-Same Properties, including four ground-up development projects that were completed and delivered after January 1, 2010, and five operating properating properties that were acquired during the year ended December 31, 2010.

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Tenant recoveries

Total tenant recoveries for First Quarter 2011 increased by $6.3 million, or 24%, to $32.9 million, compared to $26.6 million for our First Quarter 2010.  Approximately $4.6 million of the increase was from increases in tenant recoveries from our Non-Same Properties, including four ground-up development projects that were completed and delivered after January 1, 2010, and five operating properating properties that were acquired during the year ended December 31, 2010.  The remaining $1.8 million increase was from an increase in tenant recoveries from our Same Properties.  The increase in tenant recoveries at our Same Properties was primarily attributable to increases in rental operating expenses for our Same Properties of $1.1 million, the majority of which was recoverable from our tenants.  As of March 31, 2011, approximately 95% of our leases (on a rentable square footage basis) were triple net leases, requiring tenants to pay substantially all real estate taxes, insurance, utilities, common area, and other operating expenses (including increases thereto) in addition to base rent.

Other income

Other income for First Quarter 2011 and First Quarter 2010 of $0.8 million and $1.1 million, respectively, includes construction management fees and interest and investment income.  As a percentage of total revenues, other income for First Quarter 2011 remained consistent with First Quarter 2010, at approximately 1% of total revenues.

Rental operating expenses

Total rental operating expenses for First Quarter 2011 increased by $9.5 million, or 30%, to $41.1 million, compared to $31.5 million for First Quarter 2010.  Approximately $8.5 million of the increase was from an increase in rental operating expenses from our Non-Same Properties, including four ground-up development projects that were completed and delivered after January 1, 2010, and five operating properating properties that were acquired during the year ended December 31, 2010.  The remaining $1.1 million increase was from increases in rental operating expenses from our Same Properties.  The increase in rental operating expenses at our Same Properties was primarily attributable to an increase in property taxes, utilities, and common area repair and maintenance expenses.  The majority of the increase in total rental operating expenses was recoverable from tenants through tenant recoveries.

General and administrative expenses

General and administrative expenses remained consistent at $9.5 million for First Quarter 2011 and First Quarter 2010.  As a percentage of total revenues, general and administrative expenses for First Quarter 2011 and First Quarter 2010, was approximately 7-8% of total revenues.

Interest expense

Interest expense for First Quarter 2011 increased by $0.3 million, or 2%, to $17.8 million compared to $17.6 million for First Quarter 2010, detailed as follows (in thousands):

	First Quarter
	2011			2010			Change
Interest on secured notes payable	$	11,911		$	13,012		$	(1,101	)
Interest on unsecured line of credit and unsecured term loans	7,879			4,158			3,721
Interest on interest rate hedge agreements	5,439			8,416			(2,977		)
Interest on unsecured convertible notes	3,465			11,405			(7,940		)
Amortization of loan fees and other	2,340			2,111			229
Capitalized interest	(13,192		)	(21,540		)	8,348
Total interest expense	$	17,842		$	17,562		$	280

The increase in total interest expense of $0.3 million was due to an increase in interest expense on our unsecured line of credit and unsecured term loans coupled with lower capitalized interest for the First Quarter 2011 compared to First Quarter 2010, and was partially offset by decreases in interest expense on our secured notes payable, interest rate hedge agreements, and unsecured convertible notes.  The increase in interest expense on our unsecured line of credit and unsecured term loans was primarily attributable to higher average balances on our unsecured line of credit during First Quarter 2011 compared with First Quarter 2010 and the closing of a new $250 million unsecured term loan in February 2011, partially offset by a lower weighted average interest rate.  The weighted average interest rate on our unsecured line of credit and unsecured term loans, including the impact of our interest rate hedge agreements, decreased from approximately 3.7% as of March 31, 2010, to approximately 3.2% as of March 31, 2011.  We have entered into certain interest rate hedge agreements to hedge a portion

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of our exposure primarily related to variable interest rates associated with our unsecured line of credit (see “Liquidity and Capital Resources – Principal Liquidity Needs – Interest Rate Hedge Agreements”).  Capitalized interest decreased by $8.3 million primarily due to the delivery of three ground-up development projects during the year ended December 31, 2010, including 308,000 rentable square feet at the Alexandria Center™ for Life Science – New York City science park in New York City during the fourth quarter of 2010.  Interest on our secured notes payable decreased primarily due to the repayments of eight secured notes payable approximating $118.5 million during the year ended December 31, 2010.  The decrease in interest expense on our interest rate hedge agreements was primarily due to the net reduction of effective interest rate swap agreements with notional amounts aggregating $278.5 million since March 31, 2010.  Interest on unsecured convertible notes decreased due to the retirement of substantially all $240 million of our 8.00% unsecured senior convertible notes (“8.00% Unsecured Convertible Notes”) during the year ended December 31, 2010, and repurchases of our 3.70% Unsecured Convertible Notes aggregating $178.8 million since December 2010.

Depreciation and amortization

Depreciation and amortization for First Quarter 2011 increased by $7.0 million, or 24%, to $36.7 million, compared to $29.7 million for First Quarter 2010.  The increase resulted primarily from depreciation associated with four ground-up development projects that were completed and delivered after January 1, 2010, and five operating properating properties that were acquired during the year ended December 31, 2010.

Loss on early extinguishment of debt

During First Quarter 2011, we recognized a losses on early extinguishment of debt of approximately $2.5 million related to the repurchases, in privately negotiated transactions, of approximately $96.1 million principal amount of our 3.70% Unsecured Convertible Notes for an aggregate cash price of approximately $98.6 million.

(Loss) income from discontinued operations, net

Loss from discontinued operations, net of $59,000 for First Quarter 2011, reflects the results of operations of one property classified as “held for sale” as of March 31, 2011.  Income from discontinued operations, net of $0.6 million for the First Quarter 2010 reflects the results of operations of one property classified as “held for sale” as of March 31, 2011, and the results of operations and gain on sale of one operating property sold in First Quarter 2010.

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Liquidity and capital resources

Overview

We expect to meet certain long-term liquidity requirements, such as for property acquisitions, redevelopment, development, and other construction projects, non-recurring capital improvements, tenant improvements, leasing costs, normal recurring expenses, and scheduled debt maturities, through net cash provided by operating activities, periodic asset sales, long-term secured and unsecured indebtedness, including borrowings under our unsecured line of credit, unsecured term loans, and the issuance of additional debt and/or equity securities.

We expect to continue meeting our short-term liquidity and capital requirements, as further detailed in this section, generally through our working capital and net cash provided by operating activities.  We believe that the net cash provided by operating activities will continue to be sufficient to enable us to make distributions necessary to continue qualifying as a REIT.

Over the next several years, our balance sheet, capital structure, and liquidity objectives are as follows:

·Reduce leverage as a percentage of total gross assets and improve the ratio of debt to earnings before interest, taxes, and depreciation and amortization;

·Maintain diverse sources of capital including sources from net cash flows, unsecured debt, secured debt, selective asset sales, perpetual preferred stock, and common stock;

·Reduce outstanding unsecured convertible debt;

·Manage the amount of debt maturing in a single year;

·Refinance outstanding variable rate debt with longer term fixed rate debt;

·Maintain adequate liquidity from net cash provided by operating activities, cash and cash equivalents, and available borrowing capacity under our unsecured line of credit;

·Maintain available borrowing capacity under our unsecured line of credit in excess of 50% of the total commitments of $1.5 billion, except temporarily as necessary to finance larger acquisitions;

·Fund preferred stock and common stock dividends from net cash provided by operating activities; and

·Retain net positive cash flows after payment of dividends for reinvestment into acquisitions and/or redevelopment and development projects.

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Anticipated cash usage for the remaining fiscal year

For the remainder of 2011, we expect to have significant capital requirements, including the following items.  There can be no assurance that our capital requirements will not be materially higher or lower than these expectations.

·Funding of projected acquisitions of approximately $100 million, in addition to the $293 million acquisition completed in April 2011;

·Approximately $116 million in aggregate to fund our redevelopment projects;

·Approximately $77 million in aggregate to fund our development projects;

·Approximately $43 million in aggregate to fund projects in India and China;

·Approximately $22 million in aggregate to fund our preconstruction projects;

·Approximately $19 million to fund other projects, including recurring non-revenue-enhancing capital expenditures and tenant improvements;

·Capital for principal payments due under our debt obligations of approximately $98 million, which includes balloon payments;

·Capital for interest payments due under our debt obligations of approximately $101 million (see “Principal Liquidity Needs—Contractual Obligations and Commitments”);

·Funding preferred stock dividends of approximately $21 million; and

·Funding common stock dividends of approximately $75 million, assuming the common stock dividend rate remains at $0.45 per share and our outstanding shares of common stock (55,513,135 as of May 2, 2011) remains constant for the remainder of 2011.  See “Principal Liquidity Needs—Dividends” for additional information on dividends.

We continue to actively pursue selective acquisition opportunities and may acquire additional properties during 2011.  The dollar value of acquisitions for the year ending December 31, 2011 will be based on numerous factors, including general economic conditions, tenant demand, leasing results, availability of debt or equity capital, and acquisition opportunities.  Additionally, we are in discussions with prospective tenants for future redevelopment and development projects, and accordingly may announce additional projects in the future.  See “Principal Liquidity Needs—Capital Expenditures, Tenant Improvements, and Leasing Costs” for additional discussion on our redevelopment, development, and preconstruction activities, and other projects.  We also anticipate refinancing some or all of our remaining 3.70% Unsecured Convertible Notes and a portion of our $750 million unsecured term loan with proceeds from new debt financings.

Summary of our sources of cash

We expect that our sources of capital for our principal liquidity needs will be satisfied by:

·cash and cash equivalents of approximately $78.2 million as of March 31, 2011;

·restricted cash of approximately $30.5 million as of March 31, 2011 (a portion of which is reserved to fund certain construction costs);

·net cash flows generated by operating activities (for the three months ended March 31, 2011, we generated approximately $45.8 million of cash flows from operating activities);

·availability of $821 million under our $1.5 billion unsecured line of credit as of March 31, 2011;

·cash proceeds from new secured or unsecured financings;

·cash proceeds from asset sales;

·cash proceeds from the issuance of equity or debt securities; and

·cash proceeds from joint ventures.

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Principal liquidity needs

Acquisitions

During the three months ended March 31, 2011, we acquired 4755 Nexus Center Drive, a newly and partially completed development project located in University Town Center in the San Diego market, for approximately $7.4 million.  The property is a vacant 41,710 rentable square foot building in shell condition for which we plan to complete the development.

In April 2011, we acquired 409 and 499 Illinois Street, a newly and partially completed world-class 453,256 rentable square foot laboratory/office development project located on a highly desirable waterfront location in Mission Bay, San Francisco, for approximately $293 million.  409 Illinois Street is a 241,659 rentable square foot tower that is 97% leased to a biotechnology company through November 2023.  499 Illinois Street is a vacant 211,597 rentable square foot tower in shell condition for which we plan to complete the development.

Capital expenditures, tenant improvements, and leasing costs

2011 estimated spending on capital expenditures and tenant improvements

The following table summarizes our estimated capital expenditures, excluding capitalized interest, for the remainder of 2011 (in thousands):

Current value-added projects:
Redevelopment	$	116,000
Development	77,000
Projects in India and China	43,000
Total current value-added projects	236,000
Future value-added projects – preconstruction	22,000
Other	19,000
Total preconstruction and other	41,000
Total (1)	$	277,000

(1)Excludes estimated capital expenditures for 499 Illinois Street, which was acquired in April 2011.  We are preparing a detailed budget and timeline for construction expenditures.  Disclosure of estimated 2011 spending for this project will be provided on our Form 10-Q for the second quarter of 2011.

Current Value-Added Projects

Redevelopment capital expenditures for the remainder of 2011 represent estimated capital expenditures related to the rentable square feet undergoing active redevelopment as of March 31, 2011, as well as capital expenditures related to future redevelopment projects.

Development capital expenditures for the remainder of 2011 primarily represent estimated capital expenditures related to rentable square feet undergoing active development as of March 31, 2011, as well as capital expenditures related to other development projects.

Capital expenditures related to projects in India and China for the remainder of 2011 represent estimated capital expenditures related to development opportunities and projects focused on life science laboratory space for our current client tenants and other life science relationship entities in India and China.

Future Value-Added Projects – Preconstruction

Approximately $20.8 million of the total estimated preconstruction capital expenditures for the remainder of 2011 relate to preconstruction activities at Alexandria CenterTM at Kendall Square.  Preconstruction activities include Building Information Modeling (3-D virtual modeling), design development and construction drawings, sustainability and energy optimization review, budgeting, planning for future site and infrastructure work, and other activities prior to commencement of vertical construction of aboveground shell and core improvements.  We generally will not commence new development projects for aboveground vertical construction of new laboratory space without first securing significant pre-leasing for such space.

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Other

Other capital expenditures represents estimated capital expenditures for the remainder of 2011 related to property-related tenant improvements, recurring capital expenditures, and other project costs (excluding costs related to the redevelopment and development of a property).  These amounts include payments for property-related capital expenditures and tenant improvements that are recoverable from our tenants.  As of March 31, 2011, approximately 92% of our leases (on a rentable square footage basis) provided for the recapture of certain capital expenditures (such as heavy-duty heating, ventilation, and air conditioning systems maintenance and/or replacement, roof replacement, and parking lot resurfacing).  Capital expenditures fluctuate in any given period due to the nature, extent, and timing of improvements required and the extent to which they are recoverable from our tenants.  In addition, we maintain an active preventative maintenance program at each of our properties to minimize capital expenditures.

Year-to-date spending on capital expenditures and tenant improvements

As of March 31, 2011, our investments in real estate, net, aggregated approximately $5.5 billion, including approximately $1.1 billion of construction in progress related to various redevelopment and development projects, projects in India and China, and preconstruction projects.  As of March 31, 2011, our estimated cost to complete our redevelopment and development projects was approximately $118 million and $82 million, respectively.  Our final costs for these projects will ultimately depend on many factors, including construction and infrastructure requirements for each tenant and final lease negotiations.

The following table summarizes the components of our total capital expenditures for the three months ended March 31, 2011 and 2010 (in thousands):

	Three Months Ended March 31,
	2011		2010
Redevelopment projects	$	18,566	$	13,964
Development projects	18,859		57,901
Projects in India and China	26,104		3,885
	63,529		75,750
Preconstruction projects	6,652		12,391
Tenant improvements, recurring capital expenditures, and other project costs	6,103		8,181
Total capital expenditures	$	76,284	$	96,322

We capitalize project costs clearly related to the construction, redevelopment, and development of a real estate project as a cost of the project. Indirect project costs such as construction administration, legal fees, and office costs that clearly relate to projects under construction, redevelopment, and development are also capitalized as a cost of the project. We capitalize project costs only during periods in which activities necessary to prepare an asset for its intended use are in progress.  Capitalized interest of approximately $13.2 million and $21.5 million, respectively, for the three months ended March 31, 2011 and 2010, is included in the table above summarizing total capital expenditures.  In addition, we capitalized payroll and other indirect project costs related to construction, redevelopment, and development projects, including projects in India and China, aggregating approximately $4.4 million and $3.7 million for the three months March 31, 2011 and 2010, respectively. Such costs are also included in the table above.

We capitalize interest cost as a cost of the project only during the period for which activities necessary to prepare an asset for its intended use are on-going, provided that expenditures for the asset have been made and interest cost is being incurred.  Indirect project costs, including personnel, construction administration, legal fees, and office costs that clearly relate to projects under construction, are capitalized during the period in which activities necessary to prepare the asset for its intended use.  Additionally, should activities necessary to prepare an asset for its intended use cease, interest, taxes, insurance, and certain other direct project costs related to this asset would be expensed as incurred.  When construction activities cease and the asset is ready for its intended use, the asset is transferred out of construction in progress and classified as rental properties, net.  Additionally, if vertical aboveground construction is not initiated at completion of preconstruction activities, the land parcel will be classified as land held for future development.  Expenditures for repair and maintenance are expensed as incurred and are not included in capital expenditures.  Fluctuations in our redevelopment, development, and construction activities could result in significant changes to total expenses and net income.  For example, had we experienced a 10% reduction in construction, redevelopment, and development activities, without a corresponding decrease in indirect project costs, including interest and payroll, total expenses would have increased by approximately $1.7 million for the three months ended March 31, 2011.

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As detailed in the table on the prior page, for the three months ended March 31, 2011 and 2010, we paid property-related tenant improvements, recurring capital expenditures, and other project costs aggregating approximately $6.1 million and $8.2 million, respectively.  As of March 31, 2011, approximately 92% of our leases (on a rentable square footage basis) provided for the recapture of certain capital expenditures (such as heavy-duty heating, ventilation, and air conditioning (“HVAC”) systems maintenance and/or replacement, roof replacement, and parking lot resurfacing).  Capital expenditures fluctuate in any given period due to the nature, extent, and timing of improvements required and the extent to which they are recoverable from our tenants.  In addition, we maintain an active preventative maintenance program at each of our properties to minimize capital expenditures.

The following table summarizes the non-revenue-enhancing capital expenditures, tenant improvements, and leasing costs related to re-tenanted and renewal space only and excludes capital expenditures and tenant improvements that are recoverable from tenants, revenue-enhancing capital expenditures, and related to redevelopment and development projects (dollars in thousands, except per square foot amounts):

	Three Months Ended March 31,
	2011		2010
Capital expenditures:
Major capital expenditures	$	288	$	–
Recurring capital expenditures	$	320	$	303
Square feet in asset base	13,198,744		11,754,295
Per rentable square foot:
Major capital expenditures	$	0.02	$	–
Recurring capital expenditures	$	0.02	$	0.03
Tenant improvements and leasing costs:
Re-tenanted space
Tenant improvements and leasing costs	$	256	$	626
Re-tenanted square feet	66,353		117,733
Per rentable square foot	$	3.86	$	5.32
Renewal space
Tenant improvements and leasing costs	$	547	$	859
Renewal square feet	267,058		230,655
Per rentable square foot	$	2.05	$	3.72

Except for leasing costs, the amounts in the table above are included in the $6.1 million and $8.2 million, of total “Tenant improvements, recurring capital expenditures, and other project costs” for the three months ended March 31, 2011 and March 31, 2010, respectively, in the total capital expenditures table on the prior page.

Property-related capital expenditures include all major capital and recurring capital expenditures except capital expenditures that are recoverable from tenants, revenue-enhancing capital expenditures, or costs related to the redevelopment of a property.  Major capital expenditures consist of roof replacements and heavy-duty heating, ventilation, and air conditioning (“HVAC”) systems that are typically identified and considered at the time a property is acquired.

We expect our future capital expenditures, tenant improvements, and leasing costs (excluding capital expenditures and tenant improvements that are recoverable from tenants, revenue-enhancing, or related to properties that have undergone redevelopment) on a per square footage basis to be approximately in the range as shown in the preceding table.

We also capitalize and defer initial direct costs to originate leases with independent third parties related to evaluating a prospective lessee’s financial condition, negotiating lease terms, preparing the lease agreement, and closing the lease transaction. Costs that we have capitalized and deferred relate to successful leasing transactions, result directly from and are essential to the lease transaction, and would not have been incurred had that leasing transaction not occurred.  The initial direct costs capitalized and deferred also includes the portion of our employee’s total compensation and payroll-related fringe benefits directly related to time spent performing activities previously described above related to the respective lease that would not have been performed but for that lease. Total initial direct leasing costs capitalized during the three months ended March 31, 2011 and 2010, were approximately $13.3 and $4.4, respectively, of which approximately $3.8 million and $2.2 million, represented capitalized and deferred payroll costs directly related and essential to our leasing activities during such periods.

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Contractual obligations and commitments

Contractual obligations as of March 31, 2011 consisted of the following (in thousands):

			Payments by Period
	Total		2011		2012-2013			2014-2015		Thereafter
Secured notes payable (1) (2)	$	788,983	$	97,821	$	66,228		$	238,766	$	386,168
Unsecured Credit Facility (3)	1,429,000		–		750,000			679,000		–
$250 million unsecured term loan (4)	250,000		–		–			250,000		–
Unsecured convertible notes (1)	206,127		–		205,877			250		–
Estimated interest payments on fixed rate and hedged variable rate debt (5)	348,113		80,602		118,332			58,827		90,352
Estimated interest payments on variable rate debt (6)	92,085		20,635		50,889			20,561		–
Ground lease obligations	617,338		5,775		16,925			16,851		577,787
Other obligations	24,575		1,085		22,389		(7)	310		791
Total	$	3,756,221	$	205,918	$	1,230,640		$	1,264,565	$	1,055,098

(1)Amounts represent principal amounts due and do not reflect unamortized discounts as reflected on the condensed consolidated balance sheets.

(2)Amounts include noncontrolling interests’ share of scheduled principal maturities of approximately $21.9 million, of which approximately $20.9 million matures in 2014.  See “—Secured Notes Payable” for additional information.

(3)Our Unsecured Credit Facility is composed of a $1.5 billion unsecured line of credit and a $750 million unsecured term loan.  In January 2011, we extended the maturity date of our unsecured line of credit to January 2015, assuming we exercise our sole right to extend the maturity twice by an additional six months after each exercise. The $750 million unsecured term loan matures in October 2012, assuming we exercise our sole right to extend the maturity by one year.  See “—Unsecured Credit Facility” for additional information.

(4)The maturity date of our $250 million unsecured term loan is in February 2014 and may be extended by an additional 11 months at our sole discretion.  See “—$250 million unsecured term loan” for additional information.

(5)Estimated interest payments on our fixed rate debt and hedged variable rate debt were calculated based upon contractual interest rates, including the impact of interest rate hedge agreements, interest payment dates, and scheduled maturity dates.

(6)The interest payments on variable rate debt were calculated based on the interest rates in effect as of March 31, 2011.

(7)Includes our share, approximately $21.1 million, of a secured note payable due in 2012 held by our unconsolidated real estate entity.

During the three months ended March 31, 2011, we repurchased, in privately negotiated transactions, additional 3.70% Unsecured Convertible Notes aggregating approximately $96.1 million at an aggregate cash price of approximately $98.6 million.  As of March 31, 2011, approximately $205.9 million in principal was outstanding, including $3.6 million of unamortized discount.  See additional information under Note 6 to our condensed consolidated financial statements regarding our ability to redeem the notes, the ability of the holders to require us to repurchase the notes and circumstances under which the holders may convert the notes.

As of March 31, 2011, approximately 54% of our debt was fixed rate debt or variable rate debt subject to interest rate hedge agreements. See additional information regarding our interest rate hedge agreements under “—Interest Rate Hedge Agreements.”  The remaining 46% of our debt is unhedged variable rate debt based primarily on one-month LIBOR.

Ground lease obligations as of March 31, 2011, include leases for 21 of our properties and three land development parcels.  These lease obligations have remaining lease terms from 22 to 95 years, excluding extension options.

In addition, as of March 31, 2011, remaining aggregate costs under contracts for the construction of properties undergoing development, redevelopment, and generic life science infrastructure improvements under the terms of leases approximated $124.5 million.  We expect payments for these obligations to occur over one to three years, subject to capital planning adjustments from time to time.  We are also committed to funding approximately $50.8 million for certain investments over the next six years.

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Unsecured Credit Facility

We use our unsecured credit facility to fund working capital, acquisition of properties, and construction activities.  Our objective is to maintain significant unused borrowing capacity, generally greater than 50% of our $1.5 billion unsecured line of credit.  Over the next several years, we anticipate refinancing a portion of our outstanding balance under our unsecured term loans with capital from unsecured debt, unsecured bank loans, and other capital, including proceeds from selective sales of assets.

In January 2011, we entered into a Third Amendment to our Prior Credit Agreement. The Third Amendment amended the Prior Credit Agreement to, among other things, increase the maximum permitted borrowings under the credit facilities from $1.9 billion to $2.25 billion, consisting of a $1.5 billion unsecured line of credit (increased from $1.15 billion) and a $750 million unsecured term loan, and provided an accordion option to increase commitments under the Unsecured Credit Facility by up to an additional $300 million.  Borrowings under the Unsecured Credit Facility will bear interest at LIBOR or the specified base rate, plus in either case a margin specified in the Unsecured Credit Facility agreement.  The Applicable Margin for LIBOR borrowings under the revolving credit facility was initially set at 2.4%. The Applicable Margin for the LIBOR borrowings under the $750 million unsecured term loan was not amended in the Third Amendment and was 1.0% as of March 31, 2011.

Under the Third Amendment, the maturity date for the unsecured line of credit will be January 2015, assuming we exercise our sole right under the amendment to extend this maturity date twice by an additional six months after each exercise.  The maturity date for the $750 million unsecured term loan remained unchanged at October 2012, assuming we exercise our sole right to extend the maturity date by one year.

As of March 31, 2011, we had outstanding borrowings of $679 million, representing 45% of total borrowing capacity, under our $1.5 billion unsecured line of credit and $750 million outstanding under our $750 million unsecured term loan.  The weighted average interest rate, including the impact of our interest rate swap agreements, for our Unsecured Credit Facility was approximately 3.4% as of March 31, 2011.

The Third Amendment became effective in January 2011 and modified certain financial covenants with respect to the Unsecured Credit Facility, including the fixed charge coverage ratio, secured debt ratio, leverage ratio, and minimum book value, and added covenants relating to an unsecured leverage ratio and unsecured debt yield.  The requirements and actual results as of March 31, 2011, of the financial covenants under the Third Amendment are as follows:

Covenant	Requirement	Actual at March 31, 2011
Leverage ratio	Less than or equal to 60.0%	37%
Unsecured leverage ratio	Less than or equal to 60.0%	40%
Fixed charge coverage ratio	Greater than or equal to 1.50	2.2 (1)
Unsecured debt yield	Greater than or equal to 11.00% until June 30, 2011, and 12.00% thereafter	13.5%
Minimum book value	Greater than or equal to the sum of $2.0 billion and 50% of the net proceeds of equity offerings after January 28, 2011	$2.9 billion
Secured debt ratio	Less than or equal to 40.0%	11%

(1)This ratio represents the fixed charge coverage ratio for the trailing 12 months.  The fixed charge coverage ratio for the current quarter annualized was approximately 2.5.

In addition, the terms of the unsecured credit facility restrict, among other things, certain investments, indebtedness, distributions, mergers, developments, land, and borrowings available under our unsecured line of credit and unsecured term loan for developments, land, and encumbered and unencumbered assets.  As of March 31, 2011 and 2010, we were in compliance with all such covenants.  Management continuously monitors the Company’s compliance and projected compliance with the covenants.  We expect to continue meeting the requirements of our debt covenants in the short term and long term.  However, in the event of an economic slowdown, crisis in the credit markets, or rising cost of capital, there is no certainty that we will be able to continue to satisfy all of the covenant requirements.  Additionally, we may be required to reduce our outstanding borrowings under our credit facility in order to maintain compliance with one or more covenants under our credit facility.

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The foregoing summary of the Third Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amendment, a copy of which is filed as an exhibit to our annual report on Form 10-K filed with the SEC on March 1, 2011.

$250 million unsecured term loan

In February 2011, we closed on a new $250 million unsecured term loan.  The $250 million unsecured term loan bears interest at LIBOR or the specified base rate, plus in either case a margin specified in the loan agreement.  The applicable margin for $250 million unsecured term loan was initially set at 2.0% at closing.  The maturity date for the $250 million unsecured term loan is in February 2014 and may be extended by an additional 11 months at our sole discretion.

The $250 million unsecured term loan contains financial covenants identical to those required under the Unsecured Credit Facility.

Interest rate hedge agreements

We utilize interest rate hedge agreements, to hedge a portion of our exposure to variable interest rates primarily associated with our unsecured line of credit and unsecured term loans.  These agreements involve an exchange of fixed and floating rate interest payments without the exchange of the underlying principal amount (the “notional amount”).  Interest received under all of our interest rate hedge agreements is based on the one-month LIBOR rate.  The net difference between the interest paid and the interest received is reflected as an adjustment to interest expense.

The following table summarizes our interest rate hedge agreements as of March 31, 2011 (dollars in thousands):

Transaction Date	EffectiveDate	Termination Date	Interest Pay Rate	Notional Amount		Effective at March 31, 2011		Fair Value
December 2006	December 29, 2006	March 31, 2014	4.990%	$	50,000	$	50,000	$	(5,225	)
October 2007	October 31, 2007	September 30, 2012	4.546	50,000		50,000		(2,959		)
October 2007	October 31, 2007	September 30, 2013	4.642	50,000		50,000		(4,299		)
October 2007	July 1, 2008	March 31, 2013	4.622	25,000		25,000		(1,856		)
October 2007	July 1, 2008	March 31, 2013	4.625	25,000		25,000		(1,857		)
December 2006	November 30, 2009	March 31, 2014	5.015	75,000		75,000		(7,893		)
December 2006	November 30, 2009	March 31, 2014	5.023	75,000		75,000		(7,907		)
December 2006	December 31, 2010	October 31, 2012	5.015	100,000		100,000		(6,936		)
Total						$	450,000	$	(38,932	)

We have entered into master derivative agreements with each counterparty.  These master derivative agreements (all of which are adapted from the standard International Swaps & Derivatives Association, Inc., form) define certain terms between the Company and each counterparty to address and minimize certain risks associated with our interest rate hedge agreements.  In order to limit our risk of non-performance by an individual counterparty under our interest rate hedge agreements, our interest rate hedge agreements are spread among various counterparties.  As of March 31, 2011, the largest aggregate notional amount with an individual counterparty was $175 million.  If one or more of our counterparties fail to perform under our interest rate hedge agreements, we may incur higher costs associated with our variable rate LIBOR-based debt than the interest costs we originally anticipated.

As of March 31, 2011, our interest rate hedge agreements were classified in accounts payable, accrued expenses, and tenant security deposits based upon their respective fair values aggregating a liability balance of approximately $38.9 million with the offsetting adjustment reflected as unrealized losses in accumulated other comprehensive loss in total equity.  Balances in accumulated other comprehensive loss are recognized in the period during which the forecasted hedge transactions affect earnings.  We have not posted any collateral related to our interest rate hedge agreements.  For the three months ended March 31, 2011 and 2010, approximately $5.4 million and $8.4 million, respectively, was reclassified from accumulated other comprehensive loss to interest expense.  During the next twelve months, we expect to reclassify approximately $20.4 million from accumulated other comprehensive loss to interest expense.

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Secured notes payable

Secured notes payable as of March 31, 2011, consisted of 20 notes secured by 49 properties.  Our secured notes payable generally require monthly payments of principal and interest and had weighted average interest rates of approximately 6.0% at March 31, 2011. Noncontrolling interests’ share of secured notes payable aggregated approximately $21.9 million as of March 31, 2011.  At March 31, 2011, our secured notes payable were composed of approximately $787.0 million and $0.9 million of fixed and variable rate debt, respectively.

If we are unable to refinance, extend principal payments due at maturity, or pay principal maturities with proceeds from other capital sources, then our cash flows may be insufficient to pay dividends to our stockholders and to repay debt upon maturity. Furthermore, even if we are able to refinance debt prior to maturity, the interest rate, loan to value, and other key loan terms may be less favorable than existing loan terms.  Less favorable loan terms, assuming we are able to refinance our secured notes payable, may result in higher interest costs, additional required capital as a result of lower proceeds or lower loan to value upon refinancing, or new or more restrictive covenants or loan terms.

Dividends

During the three months ended March 31, 2011, we paid dividends on our common stock aggregating approximately $24.9 million.  Also, during the three months ended March 31, 2011, we paid dividends on our 8.375% series C cumulative redeemable preferred stock and our 7.00% series D cumulative convertible preferred stock aggregating approximately $2.7 million and $4.4 million, respectively.

We are required to distribute 90% of our REIT taxable income on an annual basis in order to continue to qualify as a REIT for federal income tax purposes.  Accordingly, we intend to make, but are not contractually bound to make, regular quarterly distributions to preferred and common stockholders from cash flow from operating activities.  All such distributions are at the discretion of our Board of Directors.  We may be required to use borrowings under our unsecured line of credit, if necessary, to meet REIT distribution requirements and maintain our REIT status.  Our strategy is to share net cash flows with our stockholders through dividend distributions while also retaining significant net cash flows after dividends for reinvestment into our business.

Off-balance sheet arrangements

Our off-balance sheet arrangements consist of our investment in a real estate entity that is a variable interest entity for which we are not the primary beneficiary.  We account for the real estate entity under the equity method.  The debt held by the unconsolidated real estate entity is secured by the land parcel owned by the entity, and is non-recourse to us.  See Notes 2 and 3 of the notes to our condensed consolidated financial statements appearing elsewhere in this quarterly report on Form 10-Q for further discussion.

Sources of capital

Cash and cash equivalents

As of March 31, 2011, we had approximately $78.2 million of cash and cash equivalents.

Restricted cash

As of March 31, 2011, and December 31, 2010, restricted cash was composed of the following (in thousands):

	March 31, 2011		December 31, 2010
Funds held in trust under the terms of certain secured notes payable	$	22,223	$	20,035
Funds held in escrow related to construction projects	5,910		5,902
Other restricted funds	2,380		2,417
Total	$	30,513	$	28,354

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Cash flows

The following table summarizes our net cash flows for First Quarter 2011 compared to First Quarter 2010 (in thousands):

	Three Months Ended March 31,
	2011			2010			Change
Net cash provided by operating activities	$	45,789		$	51,280		$	(5,491	)
Net cash used in investing activities	$	(88,526	)	$	(80,808	)	$	7,718
Net cash provided by financing activities	$	29,701		$	29,880		$	(179	)

In calculating cash flow from operating activities, depreciation and amortization, and other non-cash adjustments, are added back to net income.  As a result, we have historically generated positive cash from operating activities. From period to period, cash flows from operations are primarily dependent upon changes in our net income, as discussed more fully above under “Results of Operations,” the occupancy level of our asset base, the rental rates achieved on our leases, the collectability of rent, operating escalations, recoveries from our tenants, the level of operating and other costs, and acquisitions, dispositions, and placement of redevelopment and development projects into service, which impact the amount of depreciation and amortization expense we incur.  Net cash provided by operating activities for the First Quarter 2011 decreased by $5.5 million, to $45.8 million, compared to $51.3 million for the First Quarter 2010.  The decrease resulted primarily due to the change in accounts payable, accrued expenses, and tenant security deposits of $14.1 million, including accrued interest on our 3.7% Unsecured Convertible Notes, caused by the timing of cash expenditures in the normal course of operations, partially offset by an aggregate increase of $5.8 million attributable to the net increase in net income, depreciation and amortization, amortization of acquired above and below market leases, and deferred rent.  We believe our cash flows from operating activities provide a stable source of cash to fund operating expenses.  As of March 31, 2011, approximately 95% of our leases (on a rentable square footage basis) were triple net leases, requiring tenants to pay substantially all real estate taxes, insurance, utilities, common area, and other operating expenses (including increases thereto) in addition to base rent.

Net cash used in investing activities for the First Quarter 2011 was $88.5 million, compared to $80.8 million for the First Quarter 2010. The increase in net cash used in investing activities for the three months ended March 31, 2011, primarily reflects the acquisition of one property in the First Quarter 2011, changes in restricted cash related to construction projects, and lower proceeds from sale of properties, partially offset by lower additions to properties.

Net cash provided by financing activities for the First Quarter 2011 remained consistent at $29.7 million, compared to $29.9 million for the First Quarter 2010.  For the First Quarter 2011, proceeds from borrowings from our unsecured line of credit and our new $250 million unsecured term loan of approximately $460.0 million were partially offset by principal reductions of secured notes payable and our unsecured line of credit, the repurchase of certain of our 3.70% Unsecured Convertible Notes, deferred financing costs paid, and changes in restricted cash related to financings, totaling approximately $398.0 million.  Additionally, for the First Quarter 2011, we paid dividends on our common and preferred stock of approximately $32.0 million.  For the First Quarter 2010, proceeds from the borrowings from our unsecured line of credit, deferred financing costs paid, and changes in restricted cash related to financings totaling approximately $80.0 million were partially offset by principal reductions of secured notes payable and our unsecured line of credit of approximately $31.6 million.  Additionally, for the First Quarter 2010, we paid dividends on our common and preferred stock of approximately $22.6 million.

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Unsecured Credit Facility

We use our Unsecured Credit Facility to fund working capital, construction activities, and, from time to time, acquisition of properties.  Our $2.25 billion Unsecured Credit Facility is composed of a $1.5 billion unsecured line of credit and the $750 million unsecured term loan.  We may in the future elect to increase commitments under our Unsecured Credit Facility by up to an additional $300 million.  As of March 31, 2010, we had $821 million available under our $1.5 billion unsecured line of credit.

Property dispositions

The sale of selective properties has provided the Company with an additional source of capital.  During the three months ended March 31, 2011, we did not sell any properties.  As of March 31, 2011, we had one property classified as “held for sale.” During the three months ended March 31, 2010, we sold one property at an aggregate contract price of approximately $11.8 million.

In November 2010, we completed sales of land parcels in Mission Bay, San Francisco, for an aggregate sales price of approximately $278 million at a gain of approximately $59 million. The sales of the land parcels resulted in a reduction of our preconstruction square footage by approximately 2.0 million square feet in the Mission Bay, San Francisco, submarket.  The cash proceeds from these sales were used to repay outstanding borrowings under our unsecured line of credit.

Other resources and liquidity requirements

Under our current shelf registration statement filed with the SEC, we may offer common stock, preferred stock, debt, and other securities.  These securities may be issued from time to time at our discretion based on our needs and market conditions.

In September 2010, we sold 5,175,000 shares of our common stock in a follow-on offering (including 675,000 shares issued upon full exercise of the underwriters’ over-allotment option).  The shares were issued at a price of $69.25 per share, resulting in aggregate proceeds of approximately $342.3 million (after deducting underwriters’ discounts and other offering costs).

We hold interests, together with certain third parties, in companies that we consolidate in our financial statements.  These third parties may contribute equity into these entities primarily related to their share of funds for construction and financing related activities.

Inflation

As of March 31, 2011, approximately 95% of our leases (on a rentable square footage basis) were triple net leases, requiring tenants to pay substantially all real estate taxes, insurance, utilities, common area, and other operating expenses (including increases thereto) in addition to base rent. Approximately 91% of our leases (on a rentable square footage basis) contained effective annual rent escalations that were either fixed (generally ranging from 3.0% to 3.5%) or indexed based on the consumer price index or another index. Accordingly, we do not believe that our earnings or cash flow from real estate operations are subject to any significant risk from inflation. An increase in inflation, however, could result in an increase in the cost of our variable rate borrowings, including borrowings related to our unsecured line of credit and unsecured term loans.

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Funds from Operations

GAAP basis accounting for real estate assets utilizes historical cost accounting and assumes real estate values diminish over time.  In an effort to overcome the difference between real estate values and historical cost accounting for real estate assets, the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”) established the measurement tool of funds from operations (“FFO”).  Since its introduction, FFO has become a widely used non-GAAP financial measure among REITs.  We believe that FFO is helpful to investors as an additional measure of the performance of an equity REIT.  We compute FFO in accordance with standards established by the Board of Governors of NAREIT in its April 2002 White Paper (the “White Paper”) and related implementation guidance, which may differ from the methodology for calculating FFO utilized by other equity REITs, and, accordingly, may not be comparable to such other REITs.  The White Paper defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales, plus real estate related depreciation and amortization, and after adjustments for unconsolidated partnerships and joint ventures.  Although FFO is a relevant and widely used measure of operating performance for REITs, it should not be considered to be an alternative to net income (determined in accordance with GAAP) as an indication of financial performance, or to cash flows from operating activities (determined in accordance with GAAP) as a measure of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to make distributions (see “Liquidity and Capital Resources — Sources of Capital — Cash Flows” for information regarding these measures of cash flow).

The following table presents a reconciliation of net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders, the most directly comparable GAAP financial measure to FFO, to FFO attributable to Alexandria Real Estate Equities, Inc.’s common stockholders (in thousands):

	Three Months Ended March 31,
	2011			2010
Net income attributable to Alexandria Real Estate Equities, Inc.’s common stockholders	$	24,365		$	20,542
Add:
Depreciation and amortization (1)	36,707			29,738
Net income attributable to noncontrolling interests	929			935
Net income attributable to unvested restricted stock awards	242			219
Subtract:
Gain on sales of property (2)	–			(24		)
FFO attributable to noncontrolling interests	(1,065		)	(1,098		)
FFO attributable to unvested restricted stock awards	(547		)	(530		)
Subtotal		60,631			49,782
Effect of assumed conversion and dilutive securities:
Assumed conversion of 8.00% Unsecured Convertible Notes	5			4,194
Amounts attributable to unvested restricted stock awards	–			4
FFO attributable to Alexandria Real Estate Equities, Inc.’s common stockholders assuming effect of assumed conversion and dilutive securities	$	60,636		$	53,980

(1)Includes depreciation and amortization classified in discontinued operations related to assets “held for sale” (for the periods prior to when such assets were designated as “held for sale”).

(2)Gain on sales of property for three months ended March 31, 2010 relates to the disposition of one operating property.

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Item 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risk is the exposure to loss resulting from changes in interest rates, equity prices, and foreign currency exchange rates.

Interest rate risk

The primary market risk to which we believe we are exposed is interest rate risk, which may result from many factors, including government monetary and tax policies, domestic and international economic and political considerations, and other factors that are beyond our control.

In order to modify and manage the interest rate characteristics of our outstanding debt and to limit the effects of interest rate risks on our operations, we may utilize a variety of financial instruments, including interest rate swap agreements, caps, floors, and other interest rate exchange contracts.  The use of these types of instruments to hedge a portion of our exposure to changes in interest rates carries additional risks, such as counterparty credit risk and the legal enforceability of hedging contracts.

Our future earnings and fair values relating to financial instruments are primarily dependent upon prevalent market rates of interest, such as LIBOR.  However, our interest rate hedge agreements are intended to reduce the effects of interest rate changes.  Based on interest rates at, and our interest rate hedge agreements in effect on, March 31, 2011, we estimate that a 1% increase in interest rates on our variable rate debt, including our unsecured line of credit and unsecured term loans, after considering the effect of our interest rate hedge agreements, would decrease annual future earnings by approximately $7.1 million.  We further estimate that a 1% decrease in interest rates on our variable rate debt, including our unsecured line of credit and unsecured term loans, after considering the effect of our interest rate hedge agreements in effect on March 31, 2011, would increase annual future earnings by approximately $7.1 million, respectively.  A 1% increase in interest rates on our secured debt, unsecured convertible notes, and interest rate hedge agreements would decrease their aggregate fair values by approximately $46.7 million at March 31, 2011.  A 1% decrease in interest rates on our secured debt, unsecured convertible notes, and interest rate hedge agreements would increase their aggregate fair values by approximately $41.6 million at March 31, 2011.

These amounts are determined by considering the impact of the hypothetical interest rates on our borrowing cost and our interest rate hedge agreements in effect on March 31, 2011.  These analyses do not consider the effects of the reduced level of overall economic activity that could exist in such an environment.  Further, in the event of a change of such magnitude, we would consider taking actions to further mitigate our exposure to the change.  However, because of the uncertainty of the specific actions that would be taken and their possible effects, the sensitivity analysis assumes no changes in our capital structure.

Equity price risk

We have exposure to equity price market risk because of our equity investments in certain publicly traded companies and privately held entities.  We classify investments in publicly traded companies as “available for sale” and, consequently, record them on our condensed consolidated balance sheets at fair value with unrealized gains or losses reported as a component of accumulated other comprehensive income or loss.  Investments in privately held entities are generally accounted for under the cost method because we do not influence any of the operating or financial policies of the entities in which we invest.  For all investments, we recognize other-than-temporary declines in value against earnings in the same period the decline in value was deemed to have occurred.  There is no assurance that future declines in value will not have a material adverse impact on our future results of operations.  By way of example, a 10% decrease in the fair value of our equity investments as of March 31, 2011, would decrease their fair value by approximately $8.9 million.

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Foreign currency risk

We have exposure to foreign currency exchange rate risk related to our subsidiaries operating in Canada and Asia.  The functional currencies of our foreign subsidiaries are the respective local currencies.  Gains or losses resulting from the translation of our foreign subsidiaries’ balance sheets and statements of income are included in accumulated other comprehensive income as a separate component of total equity.  Gains or losses will be reflected in our statements of income when there is a sale or partial sale of our investment in these operations or upon a complete or substantially complete liquidation of the investment.  Based on our current operating assets outside the United States as of March 31, 2011, we estimate that a 10% increase in foreign currency rates relative to the United States dollar would increase annual future earnings by approximately $0.1 million.  We further estimate that a 10% decrease in foreign currency rates relative to the United States dollar would decrease annual future earnings by approximately $0.1 million.  This sensitivity analysis assumes a parallel shift of all foreign currency exchange rates with respect to the United States dollar; however, foreign currency exchange rates do not always move in such a manner and actual results may differ materially.

Item 4.    CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

As of March 31, 2011, we performed an evaluation, under the supervision of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures.  These controls and procedures have been designed to ensure that information required for disclosure is recorded, processed, summarized, and reported within the requisite time periods. Based on our evaluation, the CEO and CFO concluded that our disclosure controls and procedures were effective as of March 31, 2011.

Changes in Internal Control Over Financial Reporting

There has not been any change in our internal control over financial reporting during the quarter ended March 31, 2011 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1A.RISK FACTORS

In addition to the information set forth in this quarterly report on Form 10-Q, one should also carefully review and consider the information contained in our other reports and periodic filings that we make with the SEC, including, without limitation, the information contained under the caption “Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2010.  Those risk factors could materially affect our business, financial condition, and results of operations. The risks that we describe in our public filings are not the only risks that we face. Additional risks and uncertainties not currently known to us, or that we presently deem to be immaterial, also may materially adversely affect our business, financial condition, and results of operations.

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Item 6.EXHIBITS

3.1*	Articles of Amendment and Restatement of the Company, filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on August 14, 1997.
3.2*	Certificate of Correction of the Company, filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on August 14, 1997.
3.3*	Bylaws of the Company (as amended April 5, 2011), filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on April 11, 2011.
3.4*	Articles Supplementary, dated June 9, 1999, relating to the 9.50% Series A Cumulative Redeemable Preferred Stock, filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on August 13, 1999.
3.5*	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, filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on February 10, 2000.
3.6*	Articles Supplementary, dated February 10, 2000, relating to the Series A Junior Participating Preferred Stock , filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on February 10, 2000.
3.7*	Articles Supplementary, dated January 18, 2002, relating to the 9.10% Series B Cumulative Redeemable Preferred Stock, filed as an exhibit to the Company’s Form 8-A for registration of certain classes of securities filed with the SEC on January 18, 2002.
3.8*	Articles Supplementary, dated June 22, 2004, relating to the 8.375% Series C Cumulative Redeemable Preferred Stock, filed as an exhibit to the Company’s Form 8-A for registration of certain classes of securities filed with the SEC on June 28, 2004.
3.9*	Articles Supplementary, dated March 25, 2008, relating to the 7.00% Series D Cumulative Convertible Preferred Stock, filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on March 25, 2008.
4.1	Specimen certificate representing shares of Common Stock.
4.2*	Specimen certificate representing shares of 8.375% Series C Cumulative Redeemable Preferred Stock, filed as an exhibit to the Company’s Form 8-A for registration of certain classes of securities filed with the SEC on June 28, 2004.
4.3*	Specimen certificate representing shares of 7.00% Series D Cumulative Convertible Preferred Stock, filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on March 25, 2008.
4.4*	Indenture, dated January 17, 2007, among the Company, Alexandria Real Estate Equities, L.P., as Guarantor, and Wilmington Trust company, as Trustee filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on January 19, 2007.
4.5*	Registration Rights Agreement, dated as of January 17, 2007, among the Company, Alexandria Real Estate Equities, L.P., UBS Securities LLC., Citigroup Global Markets, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated filed as an exhibit to the Company’s current report on Form 8-K filed with the SEC on January 18, 2007.
4.6*	Indenture, dated as of April 27, 2009, among the Company, as Issuer, Alexandria Real Estate Equities, L.P., as Guarantor, and Wilmington Trust Company, as Trustee filed as an exhibit to the Company’s quarterly report on Form 10-Q filed with the SEC on August 10, 2009.
10.1 (1)	Second Amended and Restated Executive Employment Agreement between the Company and Dean A. Shigenaga, effective as of January 1, 2011.
10.2*	Third Amendment to Second Amended and Restated Credit Agreement, dated as of January 28, 2011, among the Company, Alexandria Real Estate Equities, L.P., ARE-QRS Corp., and the other subsidiaries party thereto, Bank of America, N.A. as Administrative Agent, Swing Line Lender, and L/C Issuer, Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Citigroup Global Markets Inc. as Joint Lead Arrangers and Joint Bookrunners, JP Morgan Chase Bank, N.A. and Citibank, N.A. as Co-Syndication Agents, The Bank of Nova Scotia, Barclays Bank PLC, Royal Bank of Scotland, and RBC Bank as Co-Documentation Agents, and certain lenders, filed as an exhibit to Company’s annual report on Form 10-K filed with the SEC on March 1, 2011.
11.1	Computation of Per Share Earnings (included in Note 2 to the Condensed Consolidated Financial Statements).
12.1	Computation of Consolidated Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.
31.1	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.0	Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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101 The following materials from the Company’s quarterly report on Form 10-Q for the three months ended March 31, 2011, formatted in XBRL (eXtensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010 (unaudited), (ii) Condensed Consolidated Statements of Income for the three months ended March 31, 2011 and 2010 (unaudited), (iii) Condensed Consolidated Statement of Changes in Stockholders’ Equity and Noncontrolling Interests for the three months ended March 31, 2011 (unaudited), (iv) Condensed Consolidated Statements of Cash Flows, for the three months ended March 31, 2011 and 2010 (unaudited), and (v) Notes to Condensed Consolidated Financial Statements (unaudited), tagged as blocks of text.

(*)Incorporated by reference.

(1)Management contract or compensatory arrangement.

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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, on May 5, 2011.

ALEXANDRIA REAL ESTATE EQUITIES, INC.

/s/ Joel S. Marcus

Joel S. Marcus
Chairman/Chief Executive Officer
(Principal Executive Officer)

/s/ Dean A. Shigenaga

Dean A. Shigenaga
Chief Financial Officer
(Principal Financial and Chief Accounting Officer)

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EX-4.1

Exhibit 4.1

SPECIMEN THIS CERTIFIES THAT is the record holder of FULLY PAID AND NONASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF Alexandria Real Estate Equities, Inc. (the “Company”) transferable on the books of the Company by the holder hereof in person or by duly authorized agent upon surrender of this Certificate properly endorsed. This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar. This Certificate and the shares represented hereby are issued and shall be subject to all of the provisions of the charter (the “Charter”) and the Bylaws of the Company and any amendments thereto. Witness the seal of the Company and the facsimile signatures of its duly authorized officers. Dated: INCORPORATED UNDER THE LAWS OF THE STATE OF MARYLAND SENIOR VICE PRESIDENT, GENERAL COUNSEL AND CORPORATE SECRETARY CHAIRMAN AND CHIEF EXECUTIVE OFFICER COMMON STOCK COMMON STOCK COUNTERSIGNED AND REGISTERED: AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC (NewYork, NY) TRANSFER AGENT AND REGISTRAR BY AUTHORIZED SIGNATURE SEE REVERSE FOR IMPORTANT NOTICE ON TRANSFER RESTRICTIONS AND OTHER INFORMATION CUSIP 015271 10 9

Signature(s) Guaranteed By THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15. TEN COM — as tenants in common TEN ENT — as tenants by the entireties JT TEN — as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT — Custodian (Cust) (Minor) under Uniform Gifts to Minors Act (State) UNIF TRF MIN ACT — Custodian (until age ) (Cust) under Uniform Transfers (Minor) to Minors Act (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, hereby sell, assign and transfer unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE) Shares of the common stock represented by this Certificate, and do hereby irrevocably constitute and appoint Attorney to transfer the said stock on the books of the Company with full power of substitution in the premises. Dated THE SIGNATURE(S) TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME(S) AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: X X NOTICE: KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE. IMPORTANT NOTICE The Company will furnish to any stockholder, on request and without charge, a full statement of the information required by Section 2-211(b) of the Corporations and Associations Article of the Annotated Code of Maryland with respect to the designations and any preferences, conversion and other rights, voting powers, restrictions, limitations as to dividends and other distributions, qualifications, and terms and conditions of redemption of the stock of each class which the Company has authority to issue and, if the Company is authorized to issue any preferred or special class in series, (i) the differences in the relative rights and preferences between the shares of each series to the extent set, and (ii) the authority of the Board of Directors to set such rights and preferences of subsequent series. The foregoing summary does not purport to be complete and is subject to and qualified in its entirety by reference to the charter of the Company, a copy of which will be sent without charge to each stockholder who so requests. Such request must be made to the Secretary of the Company at its principal office. The shares represented by this Certificate are subject to restrictions on transfer for the purpose of establishing or maintaining the Company’s status as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the “Code”). No Person may Beneficially Own shares in excess of the Ownership Limit, which may increase or decrease from time to time, unless such Person is an Excepted Holder. Any Person who attempts to beneficially own shares in violation of the above limitation must immediately notify the Company. All capitalized terms in this legend have the meanings defined in the Company’s charter. If the restrictions on ownership or transfer are violated, the shares represented hereby will be automatically exchanged for shares of Excess Stock, which will then be held in trust for a Charitable Beneficiary. The foregoing is qualified in its entirety by reference to the Company’s charter, a copy of which, including the restrictions on transfer, will be sent without charge to each stockholder who so requests.  ABnote North America 711 ARMSTRONG LANE COLUMBIA, TENNESSEE 38401 (931) 388-3003 SALES: HOLLY GRONER 931-490-7660 PROOF OF: FEBRUARY 16, 2011 ALEXANDRIA REAL ESTATE WO 2985 LOT 2 BK OPERATOR: JB NEW PLEASE INITIAL THE APPROPRIATE SELECTION FOR THIS PROOF: OK AS IS OK WITH CHANGES MAKE CHANGES AND SEND ANOTHER PROOF

EX-10.1

Exhibit 10.1

SECOND AMENDED AND RESTATED

EXECUTIVE EMPLOYMENT AGREEMENT

This SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”), made between Alexandria Real Estate Equities, Inc. (the “Company”) and Dean A. Shigenaga (“Employee”), amends and restates in its entirety the Amended and Restated  Executive Employment Agreement between the Company and Employee that was executed by the parties on March 1, 2010 with an effective date of January 1, 2010 (the “2010 Agreement”).  This Agreement is effective as of January 1, 2011 (the “Effective Date”).

RECITALS

WHEREAS, Employee is employed by the Company as its Chief Financial Officer (“CFO”), having initially been party to an offer letter agreement dated December 5, 2000 (the “Offer Letter”); and

WHEREAS, the Offer Letter was replaced by the Amended and Restated Executive Employment Agreement between the Company and Employee that was effective as of January 1, 2007 (the “2007 Agreement”), pursuant to which Employee was employed as a Senior Vice President and the CFO; and

WHEREAS, the 2007 Agreement subsequently was replaced by the 2010 Agreement, pursuant to which Employee’s employment was continued as a Senior Vice President and the CFO; and

WHEREAS, the Company desires to continue to employ Employee as a Senior Vice President and the CFO, and Employee is willing to continue such employment by the Company, on the amended and restated terms and subject to the conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the mutual promises and subject to the terms and conditions set forth herein, the parties hereto agree as follows:

SECTION 1.POSITION; DUTIES; LOCATION.

Employee agrees to continue to be employed by and to continue to serve the Company as a Senior Vice President and the CFO, and the Company agrees to employ and retain Employee in such capacity.  In addition, Employee agrees to serve in such capacities for the Company’s subsidiaries, and in such additional or different capacities consistent with Employee’s current position as CFO and a senior executive of the Company, as may be determined by the Board of Directors of the Company (the “Board”).  Employee shall devote such of Employee’s business time, energy, and skill to the affairs of the Company and its subsidiaries as shall be necessary to perform the duties of such positions.  Notwithstanding the foregoing, and subject to any written policies of the Company, nothing in this Agreement shall preclude Employee from: (i) engaging

1.

in charitable and community affairs and not-for-profit activities, so long as they are consistent with Employee’s duties and responsibilities under this Agreement; (ii) managing Employee’s personal investments; (iii) serving on the boards of directors of non-profit companies; and (iv) serving on the boards of directors of other for-profit companies; provided, however, that, prior to accepting a position on any such for-profit board of directors, Employee shall obtain the approval of the Board (or, if applicable, the appropriate committee thereof), which shall be provided or withheld within the Board’s sole discretion; and provided, further, however, that Employee shall submit to the Board (or the appropriate committee thereof) a list of any for-profit boards of directors on which Employee is serving as of the Effective Date of this Agreement or thereafter.  Employee shall continue to report to the Company’s Chief Executive Officer.  Employee shall be based in the Los Angeles metropolitan area, except for required travel on the Company’s business.

SECTION 2.COMPENSATION AND OTHER BENEFITS.

In consideration of Employee’s employment, and except as otherwise provided herein, Employee shall receive from the Company the compensation and benefits described in this Section 2.  Employee authorizes the Company to deduct and withhold from all compensation to be paid to Employee any and all sums required to be deducted or withheld by the Company pursuant to the provisions of any federal, state, or local law, regulation, ruling, or ordinance, including, but not limited to, income tax withholding and payroll taxes.

2.1Base Salary.  Subject to the terms and conditions set forth herein, the Company agrees to pay Employee a base salary at the rate of three hundred fifteen thousand dollars ($315,000) per year, less standard payroll deductions and withholdings, payable on the Company’s regular payroll schedule (the “Base Salary”).  Employee’s Base Salary shall be reviewed no less frequently than annually by the Board (or such committee as may be appointed by the Board for such purpose) on or before September 30 each year.  The Base Salary payable to Employee shall be increased as of each January 1, by action taken no later than September 30 of such year, and at such additional times as the Board or a committee of the Board may deem appropriate, to an amount determined by the Board (or a committee of the Board).  Each such new Base Salary shall become the base for each successive annual increase; provided, however, that such increase, at a minimum, shall be equal to the cumulative cost-of-living increment as reported in the “Consumer Price Index, Los Angeles, California, All Items,” published by the U.S. Department of Labor (using January 1, 2007 as the base date for comparison).  Any increase in Base Salary or other compensation shall in no way limit or reduce any other obligations of the Company hereunder and, once established at an increased specified rate, Employee’s Base Salary shall not be reduced unless Employee otherwise agrees in writing.

2.2Annual Bonus.  Employee shall be eligible to receive a bonus for each calendar year of employment with the Company (each a “Bonus Year”), in an amount to be determined in the sole discretion of the Board (or a committee of the Board) based upon its evaluation of Employee’s performance and the performance of the Company during such year and such other factors and conditions as the Board (or a committee of the Board) deems relevant.  Bonuses are not guaranteed, and the Board may determine that Employee has not earned a bonus for any Bonus Year.  Any earned bonus shall be payable within 185 days after the end of the

2.

relevant Bonus Year or as soon thereafter as reasonably practicable, but in no event after the end of the year following the relevant Bonus Year; provided, however, that in the event Employee terminates employment with the Company for any reason other than a termination by the Company for Cause (as defined herein), after the end of the Bonus Year and prior to the date when such bonuses are paid by the Company to senior executives, then Employee shall receive the same cash bonus (not including any restricted stock grant shares) that would have been awarded to Employee in the absence of such termination and it shall be paid to Employee at the same time that cash bonuses are paid by the Company to other senior executives.

2.3Restricted Stock; Options.  Employee shall be eligible for equity awards from time to time as shall be determined by the Compensation Committee of the Board (the “Compensation Committee”) in its sole discretion, and subject to such vesting, exercisability, and other provisions as the Compensation Committee may determine in its discretion, after reviewing the performance of both Employee and the Company.  All equity awards shall be governed in all respects by the terms of the applicable stock option or restricted stock agreements, grant notice and plan documents, except as specifically provided in Sections 3.4(b), 3.5 and 3.7(b) hereof.  Notwithstanding anything in this Agreement to the contrary, upon a Change in Control (as defined herein), (i) any outstanding equity awards held by Employee (whether in the form of stock options or shares of restricted stock) shall become fully vested, and (ii) any outstanding stock options held by Employee shall become exercisable for their full terms without regard to the termination of Employee’s employment.

2.4Vacation.  Employee shall be entitled to accrue and use paid vacation in accordance with the terms of the Company’s vacation policy and practices, provided, however, that in no event will Employee’s vacation accrual rate be lower than three (3) weeks per year.

2.5Other Benefits.  Employee shall be eligible to participate in such of the Company’s benefit and deferred compensation plans as may be made available to executive officers of the Company, including, without limitation, the Company’s stock incentive plans, annual incentive compensation plans, profit sharing/pension plans, deferred compensation plans, annual physical examinations, dental plans, vision plans, sick pay, medical plans, personal catastrophe and accidental death insurance plans, financial planning, automobile arrangements, retirement plans and supplementary executive retirement plans, if any.  For purposes of establishing the length of service under any benefit plans or programs of the Company, such service shall be deemed to have commenced on December 27, 2000, which was Employee’s first date of employment with the Company.

2.6Reimbursement For Expenses.  The Company shall reimburse Employee for all reasonable out-of-pocket business expenses (including, but not limited to, business entertainment expenses) incurred by Employee for the purpose of and in connection with the performance of Employee’s services pursuant to this Agreement.  Employee shall be entitled to such reimbursement upon the presentation by Employee to the Company of vouchers or other statements itemizing such expenses in reasonable detail consistent with the Company’s policies.  In addition, Employee shall be entitled to reimbursement for: (i) dues and membership fees in professional organizations and industry associations in which Employee is currently a member or becomes a member; and (ii) appropriate industry seminars and mandatory continuing education.

3.

The amount of expenses eligible for reimbursement pursuant to this Section 2.6 during a calendar year shall not affect the amount of expenses eligible for reimbursement in any other calendar year.  Without extending the time of payment that would apply in the absence of this sentence, the Company shall reimburse Employee for any expense eligible for reimbursement pursuant to this Section 2.6 in accordance with the Company’s applicable expense reimbursement policies and procedures and on or before the end of the calendar year following the calendar year in which the expense was incurred.

SECTION 3.TERMINATION; SEVERANCE.

3.1Term and Termination.  The term of this Agreement (“Term”) shall be the period commencing on the Effective Date and ending on the date that this Agreement is terminated by either party pursuant to the provisions of this Agreement.  Employee is employed at-will, meaning that, subject to the terms and conditions set forth herein, either the Company or Employee may terminate Employee’s employment at any time, with or without Cause.

3.2Compensation Upon Termination.  Upon the termination of Employee’s employment for any reason, the Company shall pay Employee all of Employee’s accrued and unused vacation and unpaid Base Salary earned through Employee’s last day of employment (the “Separation Date”).  In addition, Employee will receive reimbursement of business expenses as provided under Section 2.6, and any bonus owed under Section 2.2 shall be paid in accordance with the terms of Section 2.2.

3.3Termination For Cause.  At any time, the Company shall be entitled to terminate this Agreement for Cause by written notice to Employee provided in accordance with Section 3.10(b), which notice shall specify the reason for and the effective date of such termination.  In that event, the Company shall pay Employee the compensation set forth in Section 3.2, and Employee shall not be entitled to any further compensation from the Company, including severance benefits.

3.4Termination Without Cause Or Resignation For Good Reason Not In Connection With A Change In Control.  The Company shall be entitled to terminate Employee’s employment without Cause immediately upon written notice to Employee, and Employee shall be entitled to terminate this Agreement for Good Reason in accordance with Section 3.10(c).  In either event, and provided that Employee is not eligible for severance benefits under Section 3.7 (Termination Without Cause or Resignation For Good Reason In Connection With A Change In Control), Employee shall receive the following severance benefits:

(a)Salary Continuation.  The Company shall pay Employee severance in an amount equal to one (1) year of Base Salary, less standard payroll deductions and withholdings, and paid in accordance with Section 3.9.  The Company’s obligation to provide, or continue to provide, such severance payments will cease immediately and in full in the event that Employee materially breaches any of Employee’s continuing obligations to the Company (including, but not limited to, any continuing obligations under this Agreement or the Proprietary Information Agreement (as defined herein)).

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(b)Accelerated Vesting.  To the extent not previously accelerated pursuant to Section 2.3, the Company shall accelerate the vesting of any equity awards previously granted to Employee by the Company (whether in the form of stock options or shares of restricted stock) such that all of the unvested shares shall be deemed vested as of the Separation Date.

(c)Bonus.  The Company shall pay Employee a cash bonus for the year in which the Separation Date occurs in the amount of the cash bonus that Employee earned for the previous year, if any, or if such amount has not been determined at the time of termination, for the year prior to the previous year (provided, however, that if termination is on or after a Change in Control, and Section 3.7 does not apply, the amount shall in no event be lower than the highest actual cash bonus amount received by Employee for the two (2) calendar years preceding the calendar year in which the Change in Control occurs).  For the avoidance of doubt, the calculation of such cash bonus shall not include any restricted stock grants, or shares of stock, or the value of such grants or stock, which may have been provided to Employee at any time.

(d)Restricted Stock Grants.

(i)Prior Year Stock Grant.  The Company shall grant to Employee, fully vested, a restricted stock grant (the “Prior Year Grant”) for the Company’s fiscal year prior to the fiscal year in which the Separation Date occurs (such year to be referred to as the “Prior Year”) in the amount that is the greater of the following:  (A) any annual performance-based grants for Employee of restricted stock that may have already then been determined by the Compensation Committee for the Prior Year but which have not yet been made to Employee as of the Separation Date; and (B) the average of the amounts of any such grants that Employee received for the second, third, and fourth fiscal years prior to the fiscal year in which the Separation Date occurs.  In the event that, as of the Separation Date, Employee has already received a restricted stock grant for the Prior Year (the “Actual Prior Year Grant”), then the Prior Year Grant calculated pursuant to the prior sentence shall be reduced (but not to below zero) by the number of shares previously received by the Employee pursuant to such Actual Prior Year Grant, including shares included in the Actual Prior Year Grant that may become vested as a result of the Employee’s termination of employment.

(ii)Separation Year Stock Grant.  The Company shall grant to Employee, fully vested, a restricted stock grant (the “Separation Year Grant”) for the Company’s fiscal year in which the Separation Date occurs (the “Separation Year”) in the amount that is calculated as follows:  (A) the number of shares of the Prior Year Grant (calculated pursuant to Section 3.4(d)(i), but without any reduction to account for an Actual Prior Year Grant); multiplied by (B) a fraction with a numerator equal to the number of calendar days that Employee was employed by the Company during the Separation Year, and a denominator equal to 365 (or 366, if the Separation Year is a calendar leap year).

(e)Continued Health Benefits.  If Employee timely elects to continue coverage under the Company’s health insurance plans in accordance with the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) or any analogous provisions of state law, the Company shall pay the applicable premiums for such continued

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coverage throughout the twelve (12)-month period following the Separation Date; provided, however, that (i) the Company shall not be required to make any such payments after such time as Employee becomes entitled to receive similar health insurance coverage from another employer or recipient of Employee’s services (and Employee shall promptly notify the Company of any such fact), and (ii) any applicable premiums that are paid by the Company shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of Employee. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay Employee’s COBRA premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall provide Employee taxable monthly payments in an amount that is calculated as (A) the amount of the monthly COBRA premium that Employee would be required to pay to continue Employee’s group health coverage including coverage for any covered dependents (which amount shall be based on the premium for the first month of COBRA coverage immediately following the month in which Employee’s employment with the Company terminates), plus (B) an additional amount equal to the tax withholdings taken from the monthly payment (so that the after-tax value of the payment is equal to the monthly COBRA premium amount under (A)), and such monthly payments shall be made through the earlier of (i) twelve (12) months from the employment termination date, or (ii) such date as Employee becomes eligible to receive similar health insurance coverage from another employer or recipient of Employee’s services (and Employee shall promptly notify the Company of any such eligibility).

3.5Termination Upon Death Or Disability.  The Agreement shall terminate immediately upon Employee’s death or Disability (as defined herein).  In that event, the Company shall provide Employee  (or, in the event of Employee’s death, Employee’s designated beneficiaries or, if Employee has none, Employee’s estate) with the compensation set forth in Section 3.2, as well as the severance benefits set forth in Section 3.4.

3.6Resignation.  Employee shall be entitled to resign at any time upon written notice to the Company thirty (30) days prior to the effective date of such resignation, which shall be specified in Employee’s notice of resignation.  Unless Employee’s resignation is for Good Reason, upon Employee’s resignation, the Company shall pay Employee the compensation set forth in Section 3.2, and Employee shall not be entitled to any further compensation from the Company, including severance benefits.

3.7Termination Without Cause Or Resignation For Good Reason In Connection With A Change In Control.  Upon or within two (2) years following a Change in Control, the Company shall be entitled to terminate Employee’s employment without Cause immediately upon written notice to Employee, and Employee shall be entitled to terminate this Agreement for Good Reason in accordance with Section 3.10(c).  In either event, Employee shall receive the following severance benefits:

(a)Salary Continuation.  The Company shall pay Employee severance in an amount equal to two (2) years of Base Salary, less standard payroll deductions and withholdings, and paid in accordance with Section 3.9.  The Company’s obligation to provide, or continue to provide, such severance payments will cease immediately and in full in

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the event that Employee materially breaches any of Employee’s continuing obligations to the Company (including, but not limited to, any continuing obligations under this Agreement or the Proprietary Information Agreement).

(b)Accelerated Vesting.  To the extent not previously accelerated pursuant to Section 2.3, the Company shall accelerate the vesting of any equity awards previously granted to Employee by the Company (whether in the form of stock options or shares of restricted stock) such that all of the unvested shares shall be deemed vested as of the Separation Date.

(c)Bonus.  The Company shall pay Employee a cash bonus for the year in which the Separation Date occurs in an amount equal to two (2) times the amount of the cash bonus that Employee earned for the previous year, if any, or, if such amount has not been determined at the time of termination, two (2) times the amount for the year prior to the previous year (provided, however, that the amount shall in no event be lower than two (2) times the highest actual cash bonus amount received by Employee for the two (2) calendar years preceding the calendar year in which the Change in Control occurs).  For the avoidance of doubt, the calculation of such cash bonus shall not include any restricted stock grants, shares of stock, or the value of such grants or stock, which may have been provided to Employee at any time.

(d)Restricted Stock Grants.

(i)Prior Year Stock Grant.  The Company shall grant to Employee, fully vested, a restricted stock grant (the “Prior Year Grant”) for the Company’s fiscal year prior to the fiscal year in which the Separation Date occurs (such year to be referred to as the “Prior Year”) in the amount that is the greater of the following:  (A) any annual performance-based grants for Employee of restricted stock that may have already then been determined by the Compensation Committee for the Prior Year but which have not yet been made to Employee as of the Separation Date; and (B) the average of the amounts of any such grants that Employee received for the second, third, and fourth fiscal years prior to the fiscal year in which the Separation Date occurs.  In the event that, as of the Separation Date, Employee has already received a restricted stock grant for the Prior Year (the “Actual Prior Year Grant”), then the Prior Year Grant calculated pursuant to the prior sentence shall be reduced (but not to below zero) by the number of shares previously received by the Employee pursuant to such Actual Prior Year Grant, including shares included in the Actual Prior Year Grant that may become vested as a result of the Employee’s termination of employment.

(ii)Separation Year Stock Grant.  The Company shall grant to Employee, fully vested, a restricted stock grant (the “Separation Year Grant”) for the Company’s fiscal year in which the Separation Date occurs (the “Separation Year”) in the amount that is calculated as follows:  (A) the number of shares of the Prior Year Grant (calculated pursuant to Section 3.4(d)(i), but without any reduction to account for an Actual Prior Year Grant); multiplied by (B) a fraction with a numerator equal to the number of calendar days that Employee was employed by the Company during the Separation Year, and a denominator equal to 365 (or 366, if the Separation Year is a calendar leap year).

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(e)Continued Health Benefits.  If Employee timely elects to continue Employee’s coverage under the Company’s health insurance plans in accordance with COBRA or any analogous provisions of state law, the Company shall pay the applicable premiums for such continued coverage throughout the twelve (12)-month period following the Separation Date; provided, however, that (i) the Company shall not be required to make any such payments after such time as Employee becomes entitled to receive similar health insurance coverage from another employer or recipient of Employee’s services (and Employee shall promptly notify the Company of any such fact), and (ii) any applicable premiums that are paid by the Company shall not include any amounts payable by Employee under an Internal Revenue Code Section 125 health care reimbursement plan, which amounts, if any, are the sole responsibility of Employee.  Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay Employee’s COBRA premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall provide Employee taxable monthly payments in an amount that is calculated as (A) the amount of the monthly COBRA premium that Employee would be required to pay to continue Employee’s group health coverage including coverage for any covered dependents (which amount shall be based on the premium for the first month of COBRA coverage immediately following the month in which Employee’s employment with the Company terminates), plus (B) an additional amount equal to the tax withholdings taken from the monthly payment (so that the after-tax value of the payment is equal to the monthly COBRA premium amount under (A)), and such monthly payments shall be made through the earlier of (i) twelve (12) months from the employment termination date, or (ii) such date as Employee becomes eligible to receive similar health insurance coverage from another employer or recipient of Employee’s services (and Employee shall promptly notify the Company of any such eligibility).

3.8Release.  As a condition to receipt of any accelerated vesting or severance benefits under this Agreement, Employee  (or, in the event of Employee’s death, Employee’s designated beneficiaries or, if Employee has none, Employee’s estate) shall be required to provide the Company with an effective general release of any and all known and unknown claims against the Company and other specifically identified released parties, substantially in the form attached hereto as Exhibit A (the “Release”), within the applicable time period set forth in the specific form of Release provided to Employee by the Company, but in no event more than sixty (60) days following the Separation Date.

3.9Payment Of Severance Benefits; Section 409A.  In the event that Employee is entitled to any severance benefits pursuant to Sections 3.4, 3.5 or 3.7 of this Agreement (other than any accelerated vesting under Sections 3.4(b), 3.5 or 3.7(b)), such severance benefits shall be payable as follows:  (1) (i) any payment of Base Salary pursuant to Sections 3.4(a) or 3.5, shall be made in the form of substantially equal installments for a period of one (1) year following the Separation Date, and (ii) any payment of Base Salary pursuant to Section 3.7(a), shall be made in the form of substantially equal installments for a period of two (2) years following the Separation Date, provided, however, that any payments delayed pending the effective date of the Release shall be paid in arrears no later than ten (10) days after such effective date; (2) any payment of bonus pursuant to Sections 3.4(c), 3.5, or 3.7(c), shall be made in the form of a lump sum within ten (10) days following the effective date of the Release; and (3) any restricted stock grants pursuant to Sections 3.4(d), 3.5, or 3.7(d), shall be made in full

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within thirty (30) days following the effective date of the Release; the parties being in agreement that none of the foregoing is “deferred compensation” under Section 409A (as defined below), except for amounts under the foregoing clause (1) that are payable and paid more than two and one-half (2 ½) months following the end of the calendar year in which Employee’s Separation from Service (as defined below) occurs; provided, however, that:

(a)Payment of such amounts and any other amounts or benefits provided under this Agreement in connection with Employee’s termination of employment that constitute “deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986 as amended (the “Code”), and the regulations and other guidance thereunder and any state law of similar effect (collectively “Section 409A”), shall not commence in connection with Employee’s termination of employment unless and until Employee has also incurred a “separation from service” (as such term is defined in Treasury Regulations Section 1.409A-1(h) (“Separation From Service”)), unless the Company reasonably determines that such amounts and benefits may be provided to Employee without causing Employee to incur the adverse personal tax consequences under Section 409A; and

(b)It is intended that (i) each installment of any amounts or benefits payable under this Agreement be regarded as a separate “payment” for purposes of Treasury Regulations Section 1.409A-2(b)(2)(i) (and each such installment is hereby designated as separate for such purpose); (ii) all payments of any such amounts or benefits satisfy, to the greatest extent possible, the exemptions from the application of Section 409A provided under Treasury Regulations Sections 1.409A-1(b)(4) and 1.409A-1(b)(9)(iii); and (iii) any such amounts or benefits consisting of premiums payable under COBRA also satisfy, to the greatest extent possible, the exemption from the application of Section 409A provided under Treasury Regulations Section 1.409A-1(b)(9)(v).  However, if any such amounts or benefits constitute “deferred compensation” under Section 409A and Employee is a “specified employee” of the Company, as such term is defined in Section 409A(a)(2)(B)(i), then, solely to the extent necessary to avoid the imposition of the adverse personal tax consequences under Section 409A, the timing of such benefit payments shall be delayed as follows, provided that the Release has become effective in accordance with its terms: on the earlier to occur of (a) the date that is six (6) months and one (1) day after Employee’s Separation From Service and (b) the date of Employee’s death (such applicable date, the “Delayed Initial Payment Date”), the Company shall (1) pay Employee a lump sum amount equal to the sum of the benefit payments that Employee would otherwise have received through the Delayed Initial Payment Date if the commencement of the payment of the benefits had not been delayed pursuant to this Section 3.9(b) and (2) commence paying the balance, if any, of the benefits in accordance with the applicable payment schedule.

3.10Definitions.  For purposes of this Agreement, the following definitions shall apply:

(a)Disability.  The term “Disability” shall mean a physical or mental disability that renders Employee unable to perform one or more of the essential functions of Employee’s job, as determined by two (2) licensed physicians selected jointly by the Board and Employee, for a period of 180 days during any 365 day period.

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(b)Cause.  For purposes of this Agreement, “Cause” shall mean: (1) Employee’s conviction of any felony involving moral turpitude, fraud or dishonesty; (2) Employee’s persistent, willful and unsatisfactory performance of job duties (but only as to a termination before a Change in Control); (3) Employee’s material and willful violation or breach of any material written Company policy (as in effect prior to a Change in Control) of which Employee has been provided notice or material statutory or fiduciary duty to the Company; or (4) Employee’s material and willful violation or breach of this Agreement or the Proprietary Information Agreement.  In order to terminate this Agreement for Cause, the Company must provide written notice to Employee of the occurrence of one or more of the foregoing circumstances within ninety (90) days following the initial occurrence of the circumstance, and if cured by Employee within thirty (30) days following receipt of notice such event shall not provide Cause for termination by the Company; provided, however, that if the circumstance is part of an ongoing or series of actions or behavior that the Company considers to be Cause, the Company shall be entitled to provide such written notice to Employee within ninety (90) days following any occurrence of such action or behavior.

(c)Good Reason.  For purposes of this Agreement, “Good Reason” shall mean, without Employee’s express written consent, the occurrence of any of the following circumstances: (1) the assignment to Employee of any duties materially inconsistent with the position in the Company that Employee held immediately prior, or a materially adverse alteration in the nature or status of Employee’s responsibilities from those in effect immediately prior to such change; (2) a material reduction by the Company in Employee’s annual base salary as in effect on the date hereof or as the same may be increased from time to time (provided, however, that a reduction in base salary imposed prior to a Change in Control in connection with an across-the-board reduction of base salaries of the Company’s other Senior Vice Presidents, Executive Vice Presidents, and other similarly situated employees, shall not provide grounds for Good Reason); (3) the relocation of Employee’s offices to a location outside the greater Los Angeles/Pasadena metropolitan area, or requiring Employee to travel on Company business to an extent materially greater than Employee’s previous business travel obligations; (4) the failure by the Company to pay Employee any material portion of Employee’s current compensation except pursuant to an across-the-board compensation deferral similarly affecting all the employees of the Company (and all the employees of any entity whose actions resulted in a Change in Control, if such compensation deferral occurs after a Change in Control), or to pay Employee any material portion of an installment of deferred compensation under any deferred compensation program of the Company, in each case within seven (7) days of the date such compensation is due; (5) the failure by the Company to continue in effect any compensation plan in which Employee participates which is material to Employee’s total compensation, unless an equitable arrangement (embodied in an ongoing substitute or alternative plan) has been made with respect to such plan, or the failure by the Company to continue Employee’s participation therein (or in such substitute or alternative plan) on a basis not materially less favorable, both in terms of the amount of benefits provided and the level of participation relative to other participants, as existed previously; (6) a material reduction in the benefits provided to Employee under any of the Company’s directors and officers liability insurance, life insurance, medical, health and accident, or disability plans in which Employee was participating previously (provided, however, that a modification prior to a Change in Control of any such benefits which impacts the Company’s

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other Senior Vice Presidents, Executive Vice Presidents, and other similarly situated employees, in the same or a substantially similar manner as Employee shall not provide grounds for Good Reason), or the failure by the Company to provide Employee with substantially the same number of paid vacation days to which Employee is entitled in accordance with the Company’s normal vacation policy in effect at such time; or (7) the failure of the Company to obtain a satisfactory agreement from any successor to assume and agree to perform this Agreement.  In order to terminate this Agreement for Good Reason, Employee must provide written notice to the Company of the occurrence of one or more of the foregoing circumstances within ninety (90) days following the initial occurrence of the circumstance; provided, however, that the Company shall not be required to provide any benefits under Section 3.4 or Section 3.7 if it is able to remedy and does remedy such circumstance within a period of thirty (30) days following such notice.

(d)Change in Control.  A “Change in Control” shall be deemed to have occurred if:

(i)any Person (as such term is used in section 3(a)(9) of the Securities Exchange Act of 1934, as amended from time to time (the “Exchange Act”), as modified and used in sections 13(d) and 14(d) thereof, except that such term shall not include (A) the Company or any of its subsidiaries, (B) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any of its affiliates, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) a Company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company) becomes the Beneficial Owner (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities; or

(ii)the following individuals cease for any reason to constitute a majority of the number of directors then serving: individuals who, on the date hereof, constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including but not limited to a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(iii)there is consummated a merger or consolidation of the Company with any other Company, other than (A) a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof), in combination with the ownership of any trustee or other fiduciary holding securities under an employee benefit plan of the

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Company or any subsidiary of the Company, at least seventy-five percent (75%) of the combined voting power of the securities of the Company or such surviving entity or any parent thereof outstanding immediately after such merger or consolidation; or (B) a merger or consolidation effected to implement a recapitalization of the Company (or similar transaction) in which no Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or its affiliates other than in connection with the acquisition by the Company or its affiliates of a business) representing twenty-five percent (25%) or more of the combined voting power of the Company’s then outstanding securities; or

(iv)the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least seventy-five (75%) of the combined voting power of the voting securities of which are owned by stockholders of the Company in substantially the same proportions as their ownership of the Company immediately prior to such sale.

3.11No Offset.  Employee shall not be required to mitigate damages under this Agreement by seeking other comparable employment or otherwise, nor shall Employee’s entitlement to any severance benefit hereunder be offset by any earned income Employee may receive from employment or consulting with a third party after Employee’s employment with the Company.

SECTION 4.PROPRIETARY INFORMATION AND INVENTIONS AGREEMENT.

Employee shall be required to continue compliance with Employee’s obligations under the Employee Proprietary Information and Inventions Agreement with the Company that Employee previously executed (the “Proprietary Information Agreement”), a copy of which is attached as Exhibit B.

SECTION 5.COMPANY POLICIES.

Employee shall be required to continue compliance with the Company’s employee policies and procedures established by the Company from time to time.

SECTION 6.ASSIGNABILITY.

This Agreement is binding upon and inures to the benefit of the parties and their respective heirs, executors, administrators, personal representatives, successors and assigns.  The Company may assign its rights or delegate its duties under this Agreement at any time and from time to time.  However, the parties acknowledge that the availability of Employee to perform services and the covenants provided by Employee hereunder are personal to Employee and have been a material consideration for the Company to enter into this Agreement.  Accordingly, Employee may not assign any of Employee’s rights or delegate any of Employee’s duties under this Agreement, either voluntarily or by operation of law, without the prior written consent of the Company, which may be given or withheld by the Company in its sole and absolute discretion.

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SECTION 7.NOTICES.

All notices and other communications under this Agreement shall be in writing and shall be given by facsimile, first class mail (certified or registered with return receipt requested), or Federal Express overnight delivery, and shall be deemed to have been duly given three days after mailing or twenty-four (24) hours after transmission of a facsimile or Federal Express overnight delivery (if the receipt of the facsimile or Federal Express overnight delivery is confirmed) to the respective persons named below:

If to the Company:	Alexandria Real Estate Equities, Inc.
	385 E. Colorado Boulevard, Suite 299
	Pasadena, CA  91101
	Telephone:  (626) 578-0777
If to Employee:	Dean Shigenaga
	c/o Alexandria Real Estate Equities, Inc.
	385 East Colorado Boulevard, Suite 299
	Pasadena,  CA 91101
	With a copy to:
	Ropes & Gray LLP
	1211 Avenue of the Americas
	New York, New York  10036
	Attention:  Andrew L. Oringer, Esq.
	Telephone:  (212) 596-9702

Any Party may change such Party’s address for notices by notice duly given pursuant hereto.

SECTION 8.ARBITRATION.

To ensure the timely and economical resolution of disputes that may arise in connection with Employee’s employment with the Company, Employee and the Company agree that any and all disputes, claims, or causes of action arising from or relating to the enforcement, breach, performance, negotiation, execution, or interpretation of this Agreement, Employee’s employment, or the termination of Employee’s employment, including but not limited to statutory claims, shall be resolved to the fullest extent permitted by law by final, binding and confidential arbitration, by a single arbitrator, in Los Angeles, California, conducted by JAMS, Inc. (“JAMS”) under the then applicable JAMS rules.  By agreeing to this arbitration procedure, both Employee and the Company waive the right to resolve any such dispute through a trial by jury or judge or administrative proceeding.  The Company acknowledges that Employee will have the right to be represented by legal counsel at any arbitration proceeding.  The arbitrator shall:  (a) have the authority to compel adequate discovery for the resolution of the dispute and to award such relief as would otherwise be

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permitted by law; and (b) issue a written arbitration decision, to include the arbitrator’s essential findings and conclusions and a statement of the award.  The arbitrator shall be authorized to award any or all remedies that Employee or the Company would be entitled to seek in a court of law.  The Company shall pay all JAMS’ arbitration fees in excess of the amount of court fees that would be required of the Employee if the dispute were decided in a court of law.  Nothing in this Agreement is intended to prevent either Employee or the Company from obtaining injunctive relief in court to prevent irreparable harm pending the conclusion of any such arbitration.  Any awards or orders in such arbitrations may be entered and enforced as judgments in the federal and state courts of any competent jurisdiction.

SECTION 9.MISCELLANEOUS.

9.1Entire Agreement.  This Agreement, including its exhibits, contains the full, complete, and exclusive embodiment of the entire agreement of the parties with regard to the subject matter hereof and supersedes all other communications, representations, or agreements, oral or written, including but not limited to the Offer Letter, the 2007 Agreement, and the 2010 Agreement, and all negotiations and communications between the parties relating to this Agreement.  Employee has not entered into this Agreement in reliance on any representations, written or oral, other than those contained herein.  Any ambiguity in this document shall not be construed against either party as the drafter.

9.2Amendment.  This Agreement may not be amended or modified except by an instrument in writing duly executed by Employee and the Company’s Chief Executive Officer.

9.3Applicable Law; Choice Of Forum.  This Agreement has been made and executed under, and will be construed and interpreted in accordance with, the laws of the State of California, without regard to conflict of laws principles.

9.4Provisions Severable.  If any provision of this Agreement is held to be invalid, illegal or unenforceable, in whole or in part, such invalidity, illegality or unenforceability shall not affect the other provisions of this Agreement; and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein except to the extent that such provision may be construed and modified so as to render it valid, lawful, and enforceable in a manner consistent with the intent of the parties to the extent compatible with the applicable law as it shall then appear.

9.5Non-Waiver Of Rights And Breaches.  Any waiver by a party of any breach of any provision of this Agreement shall be in writing and will not be deemed to be a waiver of any subsequent breach of that provision, or of any breach of any other provision of this Agreement.  No failure or delay in exercising any right, power, or privilege granted to a party under any provision of this Agreement will be deemed a waiver of that or any other right, power or privilege.  No single or partial exercise of any right, power or privilege granted to a party under any provision of this Agreement will preclude any other or further exercise of that or any other right, power or privilege.

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9.6Headings.  The headings of the Sections and Paragraphs of this Agreement are inserted for ease of reference only, and will have no effect in the construction or interpretation of this Agreement.

9.7Counterparts.  This Agreement and any amendment or supplement to this Agreement may be executed in two or more counterparts, each of which will constitute an original but all of which will together constitute a single instrument.  Transmission by facsimile or .pdf of an executed counterpart signature page hereof by a party hereto shall constitute due execution and delivery of this Agreement by such party.

9.8Indemnification.  In addition to any rights to indemnification to which Employee may be entitled under the Company’s Charter and By-Laws, the Company shall indemnify Employee at all times during and after Employee’s employment to the maximum extent permitted under Section 2-418 of the General Corporation Law of the State of Maryland or any successor provision thereof and any other applicable state law, and shall pay Employee’s expenses in defending any civil or criminal action, suit, or proceeding in advance of the final disposition of such action, suit, or proceeding, to the maximum extent permitted under such applicable state laws.

IN WITNESS WHEREOF, the parties hereto have caused this Second Amended and Restated Executive Employment Agreement to be duly executed on the dates identified below, effective as of the Effective Date stated above herein.

ALEXANDRIA REAL ESTATE EQUITIES, INC.			DEAN A. SHIGENAGA
By:	/s/ Joel S. Marcus		/s/ Dean A. Shigenaga
	Joel S. Marcus
	Chief Executive Officer
Date:		February 25, 2011	Date:	February 25, 2011

15.

EXHIBIT A

SEPARATION DATE RELEASE

(To be signed on or within 21 days after the Separation Date.)

In exchange for the severance benefits and/or other consideration to be provided to me by Alexandria Real Estate Equities, Inc. (the “Company”), and as required by the Second Amended and Restated Executive Employment Agreement between the Company and me effective as of January 1, 2011 (the “Agreement”), I hereby provide the following Separation Date Release (the “Release”).

I hereby generally and completely release the Company and its parent and subsidiary entities, and its and their respective directors, officers, employees, shareholders, partners, agents, attorneys, predecessors, successors, insurers, affiliates, and assigns (collectively, the “Released Parties”) of and from any and all claims, liabilities and obligations, both known and unknown, arising out of or in any way related to events, acts, conduct, or omissions occurring at any time prior to or at the time that I sign this Release (collectively, the “Released Claims”).  The Released Claims include, but are not limited to: (1) all claims arising out of or in any way related to my employment with the Company or the termination of that employment; (2) all claims related to my compensation or benefits from the Company, including salary, bonuses, commissions, vacation pay, expense reimbursements, severance pay, fringe benefits, stock, stock options, or any other ownership or equity interests in the Company; (3) all claims for breach of contract, wrongful termination, and breach of the implied covenant of good faith and fair dealing (including, but not limited to, any claims based on or arising from the Agreement); (4) all tort claims, including claims for fraud, defamation, emotional distress, and discharge in violation of public policy; and (5) all federal, state, and local statutory claims, including claims for discrimination, harassment, retaliation, attorneys’ fees, or other claims arising under the federal Civil Rights Act of 1964 (as amended), the federal Americans with Disabilities Act of 1990, the federal Age Discrimination in Employment Act (as amended) (“ADEA”), the federal Family and Medical Leave Act, the California Family Rights Act, the California Labor Code (as amended), and the California Fair Employment and Housing Act (as amended).  Notwithstanding the foregoing, the following are not included in the Released Claims (the “Excluded Claims”): (1) any rights or claims for indemnification I may have pursuant to any written indemnification agreement with the Company to which I am a party, the charter, bylaws, or operating agreements of the Company, applicable law, or applicable directors and officers liability insurance; and (2) any rights which are not waivable as a matter of law.  In addition, nothing in this Release prevents me from filing, cooperating with, or participating in any proceeding before the Equal Employment Opportunity Commission, the Department of Labor, the California Department of Fair Employment and Housing, or any other government agency, except that I acknowledge and agree that I am hereby waiving my right to any monetary benefits in connection with any such claim, charge or proceeding.

A-1

I acknowledge that I am knowingly and voluntarily waiving and releasing any rights I may have under the ADEA, and that the consideration given for the waiver and release in the preceding paragraph is in addition to anything of value to which I am already entitled.  I further acknowledge that I have been advised by this writing that:  (1) my waiver and release do not apply to any rights or claims that may arise after the date I sign this Release; (2) I should consult with an attorney prior to signing this Release (although I may choose voluntarily not to do so); (3) I have twenty-one (21) days to consider this Release (although I may choose voluntarily to sign it earlier); (4) I have seven (7) days following the date I sign this Release to revoke it by providing written notice of revocation to the Company’s Chief Executive Officer; and (5) this Release will not be effective until the date upon which the revocation period has expired, which will be the eighth calendar day after the date I sign it if I do not revoke it (the “Effective Date”).

I UNDERSTAND THAT THIS AGREEMENT INCLUDES A RELEASE OF ALL KNOWN AND UNKNOWN CLAIMS.  I acknowledge that I have read and understand Section 1542 of the California Civil Code which reads as follows:  “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”  I hereby expressly waive and relinquish all rights and benefits under that section and any law or legal principle of similar effect in any jurisdiction with respect to my release of claims herein, including but not limited to the release of unknown and unsuspected claims.

I hereby represent that I have been paid all compensation owed and for all hours worked, I have received all the leave and leave benefits and protections for which I am eligible, pursuant to the federal Family and Medical Leave Act, the California Family Rights Act, any Company policy or applicable law, and I have not suffered any on-the-job injury or illness for which I have not already filed a workers’ compensation claim.

I further agree: (1) not to disparage the Company, or any of the other Released Parties, in any manner likely to be harmful to its or their business, business reputation, or personal reputation (although I may respond accurately and fully to any question, inquiry or request for information as required by legal process); (2) not to voluntarily (except in response to legal compulsion) assist any third party in bringing or pursuing any proposed or pending litigation, arbitration, administrative claim or other formal proceeding against the Company, its parent or subsidiary entities, affiliates, officers, directors, employees or agents; and (3) to cooperate fully with the Company, by voluntarily (without legal compulsion) providing accurate and complete information, in connection with the Company’s actual or contemplated defense, prosecution, or investigation of any claims or demands by or against third parties, or other matters, arising from events, acts, or failures to act that occurred during the period of my employment by the Company.

By:

Dean A, Shigenaga

Date:

A-2

EX-12.1

EXHIBIT 12.1

ALEXANDRIA REAL ESTATE EQUITIES, INC.

COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS TO COMBINED FIXED

CHARGES, AND PREFERRED STOCK DIVIDENDS

(in thousands, except ratios)

	Three Months Ended March 31,			Year Ended December 31, (a)
	2011			2010			2009			2008			2007			2006
Income from continuing operations before noncontrolling interests	$	32,684		$	138,728	(b)	$	135,822		$	101,031		$	76,079		$	65,493
Add: Interest expense	17,842			69,642			82,249			85,366			93,539			69,087
Subtract: Noncontrolling interests in income of subsidiaries which have not incurred fixed charges	(289		)	(1,156		)	(1,217		)	(1,304		)	(1,407		)	(1,404		)
Earnings available for fixed charges	$	50,237		$	207,214		$	216,854		$	185,093		$	168,211		$	133,176
Combined fixed charges and preferred stock dividends:
Interest incurred	$	29,700		$	132,478		$	148,345		$	151,587		$	142,641		$	105,359
Preferred stock dividends	7,089			28,357			28,357			24,225			12,020			16,090
Preferred stock redemption charge	–			–			–			–			2,799			–
Total combined fixed charges and preferred stock dividends	$	36,789		$	160,835		$	176,702		$	175,812		$	157,460		$	121,449
Ratio of earnings to combined fixed charges and preferred stock dividends (c)	1.37		(d)	1.29		(e)	1.23			1.05		(f)	1.07		(g)	1.10

(a)Amounts disclosed for prior periods have been reclassified to conform to the current period presentation related to discontinued operations.

(b)Income from continuing operations before noncontrolling interests for the year ended December 31, 2010 includes the gain on sales of land parcels of approximately $59.4 million.  Pursuant to the presentation and disclosure literature on gains/losses on sales or disposals by Real Estate Investment Trusts (“REITs”) and earnings per share required by the Securities and Exchange Commission and the Financial Accounting Standards Board, gains or losses on sales or disposals by a REIT that do not qualify as discontinued operations are classified below income from discontinued operations in the statements of income and included in the numerator for the computation of earnings per share for income from continuing operations.  The land parcels we sold during the year ended December 31, 2010 did not meet the criteria for discontinued operations since the parcels did not have any significant operations prior to disposition.  Accordingly, for the year ended December 31, 2010, we classified the $59.4 million gain on sales of land parcels below income from discontinued operations, net in the consolidated statements of income, and included the gain in income from continuing operations for the computation of earnings per share.

(c)For purposes of calculating the consolidated ratio of earnings to combined fixed charges and preferred stock dividends, earnings consist of earnings from continuing operations before income taxes and fixed charges less noncontrolling interests’ in income of subsidiaries which have not incurred fixed charges.  Fixed charges consist of interest incurred (including amortization of deferred financing costs and capitalized interest) and preferred stock dividends.

(d)Ratio of earnings to combined fixed charges and preferred stock dividends for the three months ended March 31, 2011 includes the effect of losses on early extinguishment of debt aggregating $2.5 million.  Excluding the impact of losses on early extinguishment of debt, the ratio of earnings to combined fixed charges and preferred stock dividends for three months ended March 31, 2011 was 1.43.

(e)Ratio of earnings to combined fixed charges and preferred stock dividends for the year ended December 31, 2010 includes the effect of losses on early extinguishment of debt aggregating $45.2 million.  Excluding the impact of losses on early extinguishment of debt, the ratio of earnings to combined fixed charges and preferred stock dividends for year ended December 31, 2010 was 1.57.

(f)Ratio of earnings to combined fixed charges and preferred stock dividends for the year ended December 31, 2008 includes the effect of non-cash impairment charges aggregating $13.3 million for other-than-temporary declines in the fair value of certain investments.  Excluding the impact of the non-cash impairment charges, the ratio of earnings to combined fixed charges and preferred stock dividends for the year ended December 31, 2008 was 1.13.

(g)Ratio of earnings to combined fixed charges and preferred stock dividends for the year ended December 31, 2007 includes the effect of the preferred stock redemption charge. Excluding the impact of this charge, the ratio of earnings to combined fixed charges and preferred stock dividends for the year ended December 31, 2007 was 1.09.

EX-31.1

EXHIBIT 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT
TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joel S. Marcus, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Alexandria Real Estate Equities, Inc.;

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 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 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:   May 5, 2011

/s/ Joel S. Marcus

Joel S. Marcus

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT
TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Dean A. Shigenaga, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Alexandria Real Estate Equities, Inc.;

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 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 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:    May 5, 2011

/s/ Dean A. Shigenaga

Dean A. Shigenaga

Chief Financial Officer

EX-32.0

EXHIBIT 32.0

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO
18 U.S.C. SECTION 1350.
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Joel S. Marcus, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Alexandria Real Estate Equities, Inc. for the quarter ended March 31, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition, and results of operations of Alexandria Real Estate Equities, Inc.

Date:   May 5, 2011

/s/ Joel S. Marcus

Joel S. Marcus

Chief Executive Officer

I, Dean A. Shigenaga, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of Alexandria Real Estate Equities, Inc. for the quarter ended March 31, 2011 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in such report fairly presents, in all material respects, the financial condition, and results of operations of Alexandria Real Estate Equities, Inc.

Date:   May 5, 2011

/s/ Dean A. Shigenaga

Dean A. Shigenaga

Chief Financial Officer