UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2018
|
☐ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________ to ______________
Commission File Number: 001-13545 (Prologis, Inc.) 001-14245 (Prologis, L.P.)
Prologis, Inc.
Prologis, L.P.
(Exact name of registrant as specified in its charter)
|
Maryland (Prologis, Inc.) Delaware (Prologis, L.P.) |
|
94-3281941 (Prologis, Inc.) 94-3285362 (Prologis, L.P.) |
|
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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|
|
|
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Pier 1, Bay 1, San Francisco, California |
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94111 |
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(Address or principal executive offices) |
|
(Zip Code) |
(415) 394-9000
(Registrants’ telephone number, including area code)
(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 for the past 90 days.
|
Prologis, Inc. |
Yes |
☒ |
No |
☐ |
|
Prologis, L.P. |
Yes |
☒ |
No |
☐ |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website; if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periods that the registrant was required to submit and post such files).
|
Prologis, Inc. |
Yes |
☒ |
No |
☐ |
|
Prologis, L.P. |
Yes |
☒ |
No |
☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):
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Prologis, Inc.: |
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Large accelerated filer ☒ |
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Accelerated filer ☐ |
Non-accelerated filer ☐ |
Smaller reporting company ☐ |
Emerging growth company ☐ |
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(Do not check if a smaller reporting company) |
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Prologis, L.P.: |
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|
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Large accelerated filer ☐ |
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Accelerated filer ☐ |
Non-accelerated filer ☒ |
Smaller reporting company ☐ |
Emerging growth company ☐ |
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(Do not check if a smaller reporting company) |
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|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
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Prologis, Inc. |
Yes |
☐ |
No |
☒ |
|
Prologis, L.P. |
Yes |
☐ |
No |
☒ |
The number of shares of Prologis, Inc.’s common stock outstanding at July 19, 2018, was approximately 533,307,000.
This report combines the quarterly reports on Form 10-Q for the period ended June 30, 2018, of Prologis, Inc. and Prologis, L.P. Unless stated otherwise or the context otherwise requires, references to “Prologis, Inc.” or the “Parent” mean Prologis, Inc. and its consolidated subsidiaries; and references to “Prologis, L.P.” or the “Operating Partnership” or the “OP” mean Prologis, L.P., and its consolidated subsidiaries. The terms “the Company,” “Prologis,” “we,” “our” or “us” means the Parent and the OP collectively.
The Parent is a real estate investment trust (a “REIT”) and the general partner of the OP. At June 30, 2018, the Parent owned 97.11% common general partnership interest in the OP and 100% of the preferred units in the OP. The remaining 2.89% common limited partnership interests are owned by unaffiliated investors and certain current and former directors and officers of the Parent.
We operate the Parent and the OP as one enterprise. The management of the Parent consists of the same members as the management of the OP. These members are officers of the Parent and employees of the OP or one of its subsidiaries. As sole general partner, the Parent has control of the OP through complete responsibility and discretion in the day-to-day management and therefore, consolidates the OP for financial reporting purposes. Because the only significant asset of the Parent is its investment in the OP, the assets and liabilities of the Parent and the OP are the same on their respective financial statements.
We believe combining the quarterly reports on Form 10-Q of the Parent and the OP into this single report results in the following benefits:
|
• |
enhances investors’ understanding of the Parent and the OP by enabling investors to view the business as a whole in the same manner as management views and operates the business; |
|
• |
eliminates duplicative disclosure and provides a more streamlined and readable presentation as a substantial portion of the Company’s disclosure applies to both the Parent and the OP; and |
|
• |
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. |
It is important to understand the few differences between the Parent and the OP in the context of how we operate the Company. The Parent does not conduct business itself, other than acting as the sole general partner of the OP and issuing public equity from time to time. The Parent itself does not incur any indebtedness, but it guarantees the unsecured debt of the OP. The OP holds substantially all the assets of the business, directly or indirectly. The OP conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent, which are contributed to the OP in exchange for partnership units, the OP generates capital required by the business through the OP’s operations, incurrence of indebtedness and issuance of partnership units to third parties.
The presentation of noncontrolling interests, stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of the Parent and those of the OP. The differences in the presentations between stockholders’ equity and partners’ capital result from the differences in the equity and capital issuances in the Parent and in the OP.
The preferred stock, common stock, additional paid-in capital, accumulated other comprehensive income (loss) and distributions in excess of net earnings of the Parent are presented as stockholders’ equity in the Parent’s consolidated financial statements. These items represent the common and preferred general partnership interests held by the Parent in the OP and are presented as general partner’s capital within partners’ capital in the OP’s consolidated financial statements. The common limited partnership interests held by the limited partners in the OP are presented as noncontrolling interest within equity in the Parent’s consolidated financial statements and as limited partners’ capital within partners’ capital in the OP’s consolidated financial statements.
To highlight the differences between the Parent and the OP, separate sections in this report, as applicable, individually discuss the Parent and the OP, including separate financial statements and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure of the Parent and the OP, this report refers to actions or holdings as being actions or holdings of Prologis.
INDEX
PROLOGIS, INC.
(In thousands, except per share data)
|
|
|
|
|
|
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|
|
|
|
June 30, 2018 |
|
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December 31, |
|
||
|
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(Unaudited) |
|
|
2017 |
|
||
|
ASSETS |
|
|
|
|
|
|
|
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Investments in real estate properties |
$ |
25,555,343 |
|
|
$ |
25,838,644 |
|
|
Less accumulated depreciation |
|
4,283,877 |
|
|
|
4,059,348 |
|
|
Net investments in real estate properties |
|
21,271,466 |
|
|
|
21,779,296 |
|
|
Investments in and advances to unconsolidated entities |
|
5,414,623 |
|
|
|
5,496,450 |
|
|
Assets held for sale or contribution |
|
892,546 |
|
|
|
342,060 |
|
|
Notes receivable backed by real estate |
|
- |
|
|
|
34,260 |
|
|
Net investments in real estate |
|
27,578,635 |
|
|
|
27,652,066 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
527,830 |
|
|
|
447,046 |
|
|
Other assets |
|
1,396,417 |
|
|
|
1,381,963 |
|
|
Total assets |
$ |
29,502,882 |
|
|
$ |
29,481,075 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
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Liabilities: |
|
|
|
|
|
|
|
|
Debt |
$ |
9,427,124 |
|
|
$ |
9,412,631 |
|
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Accounts payable and accrued expenses |
|
719,679 |
|
|
|
702,804 |
|
|
Other liabilities |
|
629,576 |
|
|
|
659,899 |
|
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Total liabilities |
|
10,776,379 |
|
|
|
10,775,334 |
|
|
|
|
|
|
|
|
|
|
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Equity: |
|
|
|
|
|
|
|
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Prologis, Inc. stockholders’ equity: |
|
|
|
|
|
|
|
|
Series Q preferred stock at stated liquidation preference of $50 per share; $0.01 par value; 1,379 shares issued and outstanding and 100,000 preferred shares authorized at June 30, 2018 and December 31, 2017, respectively |
|
68,948 |
|
|
|
68,948 |
|
|
Common stock; $0.01 par value; 533,303 shares and 532,186 shares issued and outstanding at June 30, 2018 and December 31, 2017, respectively |
|
5,333 |
|
|
|
5,322 |
|
|
Additional paid-in capital |
|
19,322,016 |
|
|
|
19,363,007 |
|
|
Accumulated other comprehensive loss |
|
(1,041,486 |
) |
|
|
(901,658 |
) |
|
Distributions in excess of net earnings |
|
(2,716,241 |
) |
|
|
(2,904,461 |
) |
|
Total Prologis, Inc. stockholders’ equity |
|
15,638,570 |
|
|
|
15,631,158 |
|
|
Noncontrolling interests |
|
3,087,933 |
|
|
|
3,074,583 |
|
|
Total equity |
|
18,726,503 |
|
|
|
18,705,741 |
|
|
Total liabilities and equity |
$ |
29,502,882 |
|
|
$ |
29,481,075 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
1
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
|
|
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Three Months Ended |
|
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Six Months Ended |
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||||||||||
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June 30, |
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June 30, |
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||||||||||
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2018 |
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2017 |
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2018 |
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2017 |
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||||
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Revenues: |
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|
|
|
|
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|
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|
|
|
|
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Rental |
|
$ |
426,549 |
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|
$ |
447,960 |
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|
$ |
854,450 |
|
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$ |
887,844 |
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Rental recoveries |
|
|
118,130 |
|
|
|
128,417 |
|
|
|
246,172 |
|
|
|
255,466 |
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Strategic capital |
|
|
75,697 |
|
|
|
180,654 |
|
|
|
208,658 |
|
|
|
237,699 |
|
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Development management and other |
|
|
900 |
|
|
|
9,152 |
|
|
|
5,652 |
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|
|
14,329 |
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Total revenues |
|
|
621,276 |
|
|
|
766,183 |
|
|
|
1,314,932 |
|
|
|
1,395,338 |
|
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Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Rental |
|
|
133,329 |
|
|
|
147,794 |
|
|
|
276,270 |
|
|
|
300,450 |
|
|
Strategic capital |
|
|
34,850 |
|
|
|
51,986 |
|
|
|
78,710 |
|
|
|
83,785 |
|
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General and administrative |
|
|
57,615 |
|
|
|
60,077 |
|
|
|
120,043 |
|
|
|
113,694 |
|
|
Depreciation and amortization |
|
|
203,673 |
|
|
|
228,145 |
|
|
|
407,754 |
|
|
|
454,736 |
|
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Other |
|
|
4,515 |
|
|
|
2,909 |
|
|
|
7,754 |
|
|
|
5,515 |
|
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Total expenses |
|
|
433,982 |
|
|
|
490,911 |
|
|
|
890,531 |
|
|
|
958,180 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Operating income |
|
|
187,294 |
|
|
|
275,272 |
|
|
|
424,401 |
|
|
|
437,158 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings from unconsolidated entities, net |
|
|
62,549 |
|
|
|
68,596 |
|
|
|
125,205 |
|
|
|
117,201 |
|
|
Interest expense |
|
|
(56,314 |
) |
|
|
(75,354 |
) |
|
|
(102,575 |
) |
|
|
(148,266 |
) |
|
Interest and other income, net |
|
|
5,641 |
|
|
|
1,892 |
|
|
|
7,617 |
|
|
|
4,677 |
|
|
Gains on dispositions of investments in real estate, net |
|
|
94,261 |
|
|
|
83,006 |
|
|
|
289,372 |
|
|
|
180,331 |
|
|
Foreign currency and derivative gains (losses), net |
|
|
85,382 |
|
|
|
(20,055 |
) |
|
|
44,288 |
|
|
|
(27,455 |
) |
|
Gains (losses) on early extinguishment of debt, net |
|
|
282 |
|
|
|
(30,596 |
) |
|
|
(702 |
) |
|
|
(30,596 |
) |
|
Total other income |
|
|
191,801 |
|
|
|
27,489 |
|
|
|
363,205 |
|
|
|
95,892 |
|
|
Earnings before income taxes |
|
|
379,095 |
|
|
|
302,761 |
|
|
|
787,606 |
|
|
|
533,050 |
|
|
Total income tax expense |
|
|
14,104 |
|
|
|
14,781 |
|
|
|
30,656 |
|
|
|
24,381 |
|
|
Consolidated net earnings |
|
|
364,991 |
|
|
|
287,980 |
|
|
|
756,950 |
|
|
|
508,669 |
|
|
Less net earnings attributable to noncontrolling interests |
|
|
28,904 |
|
|
|
19,363 |
|
|
|
53,485 |
|
|
|
35,123 |
|
|
Net earnings attributable to controlling interests |
|
|
336,087 |
|
|
|
268,617 |
|
|
|
703,465 |
|
|
|
473,546 |
|
|
Less preferred stock dividends |
|
|
1,476 |
|
|
|
1,674 |
|
|
|
2,952 |
|
|
|
3,348 |
|
|
Net earnings attributable to common stockholders |
|
$ |
334,611 |
|
|
$ |
266,943 |
|
|
$ |
700,513 |
|
|
$ |
470,198 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding – Basic |
|
|
532,639 |
|
|
|
530,040 |
|
|
|
532,427 |
|
|
|
529,400 |
|
|
Weighted average common shares outstanding – Diluted |
|
|
554,515 |
|
|
|
552,114 |
|
|
|
554,066 |
|
|
|
550,512 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per share attributable to common stockholders – Basic |
|
$ |
0.63 |
|
|
$ |
0.50 |
|
|
$ |
1.32 |
|
|
$ |
0.89 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per share attributable to common stockholders – Diluted |
|
$ |
0.62 |
|
|
$ |
0.50 |
|
|
$ |
1.30 |
|
|
$ |
0.88 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per common share |
|
$ |
0.48 |
|
|
$ |
0.44 |
|
|
$ |
0.96 |
|
|
$ |
0.88 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
|
2018 |
|
|
2017 |
|
|
2018 |
|
|
2017 |
|
||||
|
Consolidated net earnings |
|
$ |
364,991 |
|
|
$ |
287,980 |
|
|
$ |
756,950 |
|
|
$ |
508,669 |
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation gains (losses), net |
|
|
(147,813 |
) |
|
|
3,162 |
|
|
|
(143,043 |
) |
|
|
42,829 |
|
|
Unrealized gains (losses) on derivative contracts, net |
|
|
2,131 |
|
|
|
6,735 |
|
|
|
(4,156 |
) |
|
|
9,366 |
|
|
Comprehensive income |
|
|
219,309 |
|
|
|
297,877 |
|
|
|
609,751 |
|
|
|
560,864 |
|
|
Net earnings attributable to noncontrolling interests |
|
|
(28,904 |
) |
|
|
(19,363 |
) |
|
|
(53,485 |
) |
|
|
(35,123 |
) |
|
Other comprehensive loss (income) attributable to noncontrolling interests |
|
|
7,539 |
|
|
|
(811 |
) |
|
|
7,371 |
|
|
|
(48,918 |
) |
|
Comprehensive income attributable to common stockholders |
|
$ |
197,944 |
|
|
$ |
277,703 |
|
|
$ |
563,637 |
|
|
$ |
476,823 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
CONSOLIDATED STATEMENT OF EQUITY
Six Months Ended June 30, 2018
(Unaudited)
(In thousands)
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
Accumulated |
|
|
Distributions |
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
Number |
|
|
|
|
|
|
Additional |
|
|
Other |
|
|
in Excess of |
|
|
Non- |
|
|
|
|
|
|||||
|
|
Preferred |
|
|
of |
|
|
Par |
|
|
Paid-in |
|
|
Comprehensive |
|
|
Net |
|
|
controlling |
|
|
Total |
|
||||||||
|
|
Stock |
|
|
Shares |
|
|
Value |
|
|
Capital |
|
|
Loss |
|
|
Earnings |
|
|
Interests |
|
|
Equity |
|
||||||||
|
Balance at January 1, 2018 |
$ |
68,948 |
|
|
|
532,186 |
|
|
$ |
5,322 |
|
|
$ |
19,363,007 |
|
|
$ |
(901,658 |
) |
|
$ |
(2,904,461 |
) |
|
$ |
3,074,583 |
|
|
$ |
18,705,741 |
|
|
Consolidated net earnings |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
703,465 |
|
|
|
53,485 |
|
|
|
756,950 |
|
|
Effect of equity compensation plans |
|
- |
|
|
|
1,117 |
|
|
|
11 |
|
|
|
8,835 |
|
|
|
- |
|
|
|
- |
|
|
|
24,835 |
|
|
|
33,681 |
|
|
Capital contributions |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
37,974 |
|
|
|
37,974 |
|
|
Redemption of noncontrolling interests |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,792 |
) |
|
|
- |
|
|
|
- |
|
|
|
(20,976 |
) |
|
|
(23,768 |
) |
|
Foreign currency translation losses, net |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(135,793 |
) |
|
|
- |
|
|
|
(7,250 |
) |
|
|
(143,043 |
) |
|
Unrealized losses on derivative contracts, net |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(4,035 |
) |
|
|
- |
|
|
|
(121 |
) |
|
|
(4,156 |
) |
|
Reallocation of equity |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(46,927 |
) |
|
|
- |
|
|
|
- |
|
|
|
46,927 |
|
|
|
- |
|
|
Distributions and other |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(107 |
) |
|
|
- |
|
|
|
(515,245 |
) |
|
|
(121,524 |
) |
|
|
(636,876 |
) |
|
Balance at June 30, 2018 |
$ |
68,948 |
|
|
|
533,303 |
|
|
$ |
5,333 |
|
|
$ |
19,322,016 |
|
|
$ |
(1,041,486 |
) |
|
$ |
(2,716,241 |
) |
|
$ |
3,087,933 |
|
|
$ |
18,726,503 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
3
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
|
|
|
Six Months Ended |
|
|||||
|
|
|
June 30, |
|
|||||
|
|
|
2018 |
|
|
2017 |
|
||
|
Operating activities: |
|
|
|
|
|
|
|
|
|
Consolidated net earnings |
|
$ |
756,950 |
|
|
$ |
508,669 |
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Straight-lined rents and amortization of above and below market leases |
|
|
(26,369 |
) |
|
|
(48,920 |
) |
|
Equity-based compensation awards |
|
|
39,082 |
|
|
|
37,604 |
|
|
Depreciation and amortization |
|
|
407,754 |
|
|
|
454,736 |
|
|
Earnings from unconsolidated entities, net |
|
|
(125,205 |
) |
|
|
(117,201 |
) |
|
Operating distributions from unconsolidated entities |
|
|
175,960 |
|
|
|
141,256 |
|
|
Decrease (increase) in operating receivables from unconsolidated entities |
|
|
6,589 |
|
|
|
(117,675 |
) |
|
Amortization of debt discounts (premiums), net of debt issuance costs |
|
|
5,971 |
|
|
|
(4,445 |
) |
|
Gains on dispositions of investments in real estate, net |
|
|
(289,372 |
) |
|
|
(180,331 |
) |
|
Unrealized foreign currency and derivative losses (gains), net |
|
|
(52,595 |
) |
|
|
35,266 |
|
|
Losses on early extinguishment of debt, net |
|
|
702 |
|
|
|
30,596 |
|
|
Deferred income tax expense (benefit) |
|
|
(1,194 |
) |
|
|
2,268 |
|
|
Decrease (increase) in accounts receivable and other assets |
|
|
(35,756 |
) |
|
|
61,452 |
|
|
Decrease in accounts payable and accrued expenses and other liabilities |
|
|
(89,293 |
) |
|
|
(58,115 |
) |
|
Net cash provided by operating activities |
|
|
773,224 |
|
|
|
745,160 |
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
Real estate development |
|
|
(788,604 |
) |
|
|
(715,294 |
) |
|
Real estate acquisitions |
|
|
(289,031 |
) |
|
|
(202,088 |
) |
|
Tenant improvements and lease commissions on previously leased space |
|
|
(59,342 |
) |
|
|
(75,342 |
) |
|
Property improvements |
|
|
(33,289 |
) |
|
|
(37,253 |
) |
|
Proceeds from dispositions and contributions of real estate properties |
|
|
901,808 |
|
|
|
836,107 |
|
|
Investments in and advances to unconsolidated entities |
|
|
(83,250 |
) |
|
|
(144,894 |
) |
|
Return of investment from unconsolidated entities |
|
|
134,640 |
|
|
|
133,677 |
|
|
Proceeds from repayment of notes receivable backed by real estate |
|
|
34,260 |
|
|
|
32,100 |
|
|
Proceeds from the settlement of net investment hedges |
|
|
- |
|
|
|
7,541 |
|
|
Payments on the settlement of net investment hedges |
|
|
(3,966 |
) |
|
|
(5,058 |
) |
|
Net cash used in investing activities |
|
|
(186,774 |
) |
|
|
(170,504 |
) |
|
Financing activities: |
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
|
4,322 |
|
|
|
25,374 |
|
|
Dividends paid on common and preferred stock |
|
|
(515,245 |
) |
|
|
(470,792 |
) |
|
Noncontrolling interests contributions |
|
|
26,174 |
|
|
|
135,857 |
|
|
Noncontrolling interests distributions |
|
|
(121,524 |
) |
|
|
(99,896 |
) |
|
Settlement of noncontrolling interests |
|
|
(23,768 |
) |
|
|
(789,626 |
) |
|
Tax paid for shares withheld |
|
|
(26,694 |
) |
|
|
(18,894 |
) |
|
Debt issuance costs paid |
|
|
(6,386 |
) |
|
|
(6,151 |
) |
|
Net payments on credit facilities |
|
|
(307,086 |
) |
|
|
(33,745 |
) |
|
Repurchase and payments of debt |
|
|
(1,251,830 |
) |
|
|
(2,002,519 |
) |
|
Proceeds from issuance of debt |
|
|
1,721,793 |
|
|
|
2,134,041 |
|
|
Net cash used in financing activities |
|
|
(500,244 |
) |
|
|
(1,126,351 |
) |
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign currency exchange rate changes on cash |
|
|
(5,422 |
) |
|
|
15,733 |
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
80,784 |
|
|
|
(535,962 |
) |
|
Cash and cash equivalents, beginning of period |
|
|
447,046 |
|
|
|
807,316 |
|
|
Cash and cash equivalents, end of period |
|
$ |
527,830 |
|
|
$ |
271,354 |
|
See Note 11 for information on noncash investing and financing activities and other information.
The accompanying notes are an integral part of these Consolidated Financial Statements.
4
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
June 30, 2018 |
|
|
December 31, |
|
||
|
|
(Unaudited) |
|
|
2017 |
|
||
|
ASSETS |
|
|
|
|
|
|
|
|
Investments in real estate properties |
$ |
25,555,343 |
|
|
$ |
25,838,644 |
|
|
Less accumulated depreciation |
|
4,283,877 |
|
|
|
4,059,348 |
|
|
Net investments in real estate properties |
|
21,271,466 |
|
|
|
21,779,296 |
|
|
Investments in and advances to unconsolidated entities |
|
5,414,623 |
|
|
|
5,496,450 |
|
|
Assets held for sale or contribution |
|
892,546 |
|
|
|
342,060 |
|
|
Notes receivable backed by real estate |
|
- |
|
|
|
34,260 |
|
|
Net investments in real estate |
|
27,578,635 |
|
|
|
27,652,066 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
527,830 |
|
|
|
447,046 |
|
|
Other assets |
|
1,396,417 |
|
|
|
1,381,963 |
|
|
Total assets |
$ |
29,502,882 |
|
|
$ |
29,481,075 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND CAPITAL |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Debt |
$ |
9,427,124 |
|
|
$ |
9,412,631 |
|
|
Accounts payable and accrued expenses |
|
719,679 |
|
|
|
702,804 |
|
|
Other liabilities |
|
629,576 |
|
|
|
659,899 |
|
|
Total liabilities |
|
10,776,379 |
|
|
|
10,775,334 |
|
|
|
|
|
|
|
|
|
|
|
Capital: |
|
|
|
|
|
|
|
|
Partners’ capital: |
|
|
|
|
|
|
|
|
General partner – preferred |
|
68,948 |
|
|
|
68,948 |
|
|
General partner – common |
|
15,569,622 |
|
|
|
15,562,210 |
|
|
Limited partners – common |
|
218,162 |
|
|
|
165,401 |
|
|
Limited partners – Class A common |
|
245,596 |
|
|
|
248,940 |
|
|
Total partners’ capital |
|
16,102,328 |
|
|
|
16,045,499 |
|
|
Noncontrolling interests |
|
2,624,175 |
|
|
|
2,660,242 |
|
|
Total capital |
|
18,726,503 |
|
|
|
18,705,741 |
|
|
Total liabilities and capital |
$ |
29,502,882 |
|
|
$ |
29,481,075 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
5