Variable Interest Entities

(

“

VIE”)

Included within the Company’s consolidated operating properties at

June 30, 2018

and

December 31, 2017,

are

and

consolidated entities that are VIEs, respectively, for which the Company is the primary beneficiary. These entities have been established to own and operate real estate property. The Company’s involvement with these entities is through its majority ownership and management of the properties. The entities were deemed VIEs primarily because the unrelated investors do

not

have substantive kick-out rights to remove the general or managing partner by a vote of a simple majority or less and they do

not

have substantive participating rights. The Company determined that it was the primary beneficiary of these VIEs as a result of its controlling financial interest. At

June 30, 2018,

total assets of these VIEs were

$891.3

million and total liabilities were

$69.6

million. At

December 31, 2017,

total assets of these VIEs were

$1.2

billion and total liabilities were

$383.5

million.

The majority of the operations of these VIEs are funded with cash flows generated from the properties. The Company has

not

provided financial support to any of these VIEs that it was

not

previously contractually required to provide, which consists primarily of funding any capital expenditures, including tenant improvements, which are deemed necessary to continue to operate the entity and any operating cash shortfalls that the entity

may

experience.

Additionally, included within the Company’s real estate development projects at

June 30, 2018

and

December 31, 2017,

are

two

and

three

consolidated entities that are VIEs, respectively, for which the Company is the primary beneficiary. These entities have been established to develop real estate properties to hold as long-term investments. The Company’s involvement with these entities is through its majority ownership and management of the properties. These entities were deemed VIEs primarily based on the fact that the equity investments at risk are

not

sufficient to permit the entities to finance their activities without additional financial support. The initial equity contributed to these entities was

not

sufficient to fully finance the real estate construction as development costs are funded by the partners throughout the construction period. The Company determined that it was the primary beneficiary of these VIEs as a result of its controlling financial interest. At

June 30, 2018,

total assets of these real estate development VIEs were

$350.4

million and total liabilities were

$37.6

million. At

December 31, 2017,

total assets of these real estate development VIEs were

$307.9

million and total liabilities were

$34.2

million.

Substantially all the projected development costs to be funded for these

two

real estate development projects, approximately

$25.0

million to

$75.0

million, will be funded with capital contributions from the Company, when contractually obligated. The Company has

not

provided financial support to these VIEs that it was

not

previously contractually required to provide.

All liabilities of these consolidated VIEs are non-recourse to the Company (“VIE Liabilities”). The assets of the unencumbered VIEs are

not

restricted for use to settle only the obligations of these VIEs. The remaining VIE assets are encumbered by

third

party non-recourse mortgage debt. The assets associated with these encumbered VIEs (“Restricted Assets”) are collateral under the respective mortgages and are therefore restricted and can only be used to settle the corresponding liabilities of the VIE. The table below summarizes the consolidated VIEs and the classification of the Restricted Assets and VIE Liabilities on the Company’s Condensed Consolidated Balance Sheets are as follows (dollars in millions):

	As of June 3 0 , 2018		As of December 31, 2017
Number of unencumbered VIEs		21		22
Number of encumbered VIEs		3		5
Total number of consolidated VIEs		24		27

Restricted Assets:
Real estate, net	$	102.6	$	627.5
Cash and cash equivalents		3.5		9.8
Accounts and notes receivable, net		1.4		3.2
Other assets		2.5		4.5
Total Restricted Assets	$	110.0	$	645.0

VIE Liabilities:
Mortgages payable, net	$	35.3	$	340.9
Other liabilities		71.9		76.8
Total VIE Liabilities	$	107.2	$	417.7