Exhibit 99.2

 

Unaudited Consolidated Financial Statements of Prologis, Inc. and Prologis, L.P. and the notes thereto as of and for the six months ended June 30, 2018 (revised to update Note 12. Subsequent Events)

 

Table of Contents

 

 

 

 

 

Page

Number

 

PART I.

 

Financial Information

 

 

 

 

 

Item 1.

Financial Statements

 

1

 

 

 

            Prologis, Inc.:

 

 

 

 

 

 

Consolidated Balance Sheets – June 30, 2018 and December 31, 2017

 

1

 

 

 

 

Consolidated Statements of Income – Three and Six Months Ended June 30, 2018 and 2017

 

2

 

 

 

 

Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2018 and 2017

 

3

 

 

 

 

Consolidated Statement of Equity – Six Months Ended June 30, 2018

 

3

 

 

 

 

Consolidated Statements of Cash Flows – Six Months Ended June 30, 2018 and 2017

 

4

 

 

 

            Prologis, L.P.:

 

 

 

 

 

 

Consolidated Balance Sheets – June 30, 2018 and December 31, 2017

 

5

 

 

 

 

Consolidated Statements of Income – Three and Six Months Ended June 30, 2018 and 2017

 

6

 

 

 

 

Consolidated Statements of Comprehensive Income – Three and Six Months Ended June 30, 2018 and 2017

 

7

 

 

 

 

Consolidated Statement of Capital – Six Months Ended June 30, 2018

 

7

 

 

 

 

Consolidated Statements of Cash Flows – Six Months Ended June 30, 2018 and 2017

 

8

 

 

 

            Prologis, Inc. and Prologis, L.P.:

 

 

 

 

 

 

Notes to the Consolidated Financial Statements

 

9

 

 

 

 

Note 1. General

 

9

 

 

 

 

Note 2. Real Estate

 

11

 

 

 

 

Note 3. Unconsolidated Entities

 

12

 

 

 

 

Note 4. Assets Held for Sale or Contribution

 

14

 

 

 

 

Note 5. Debt

 

14

 

 

 

 

Note 6. Noncontrolling Interests

 

16

 

 

 

 

Note 7. Long-Term Compensation

 

17

 

 

 

 

Note 8. Earnings Per Common Share or Unit

 

18

 

 

 

 

Note 9. Financial Instruments and Fair Value Measurements

 

19

 

 

 

 

Note 10. Business Segments

 

23

 

 

 

 

Note 11. Supplemental Cash Flow Information

 

25

 

 

 

 

Note 12. Subsequent Events

 

25

 

 

 

 

Reports of Independent Registered Public Accounting Firm

 

27

 

 

 

 

 

 


 

PART I. FINANCIAL INFORMATION

 

ITEM 1. Financial Statements

 

PROLOGIS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

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 EQUITY

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

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

 


 

PROLOGIS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental

 

$

426,549

 

 

$

447,960

 

 

$

854,450

 

 

$

887,844

 

Rental recoveries

 

 

118,130

 

 

 

128,417

 

 

 

246,172

 

 

 

255,466

 

Strategic capital

 

 

75,697

 

 

 

180,654

 

 

 

208,658

 

 

 

237,699

 

Development management and other

 

 

900

 

 

 

9,152

 

 

 

5,652

 

 

 

14,329

 

Total revenues

 

 

621,276

 

 

 

766,183

 

 

 

1,314,932

 

 

 

1,395,338

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental

 

 

133,329

 

 

 

147,794

 

 

 

276,270

 

 

 

300,450

 

Strategic capital

 

 

34,850

 

 

 

51,986

 

 

 

78,710

 

 

 

83,785

 

General and administrative

 

 

57,615

 

 

 

60,077

 

 

 

120,043

 

 

 

113,694

 

Depreciation and amortization

 

 

203,673

 

 

 

228,145

 

 

 

407,754

 

 

 

454,736

 

Other

 

 

4,515

 

 

 

2,909

 

 

 

7,754

 

 

 

5,515

 

Total expenses

 

 

433,982

 

 

 

490,911

 

 

 

890,531

 

 

 

958,180

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 


 

PROLOGIS, INC.

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.

 

 

 

 

 

 

 

 

 

 

 

PROLOGIS, INC.

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

 


 

PROLOGIS, INC.

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

 


 

PROLOGIS, L.P.

CONSOLIDATED BALANCE SHEETS

(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

 


 

PROLOGIS, L.P.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per unit amounts)

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental

 

$

426,549

 

 

$

447,960

 

 

$

854,450

 

 

$

887,844

 

Rental recoveries

 

 

118,130

 

 

 

128,417

 

 

 

246,172

 

 

 

255,466

 

Strategic capital

 

 

75,697

 

 

 

180,654

 

 

 

208,658

 

 

 

237,699

 

Development management and other

 

 

900

 

 

 

9,152

 

 

 

5,652

 

 

 

14,329

 

Total revenues

 

 

621,276

 

 

 

766,183

 

 

 

1,314,932

 

 

 

1,395,338

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Rental

 

 

133,329

 

 

 

147,794

 

 

 

276,270

 

 

 

300,450

 

Strategic capital

 

 

34,850

 

 

 

51,986

 

 

 

78,710

 

 

 

83,785

 

General and administrative

 

 

57,615

 

 

 

60,077

 

 

 

120,043

 

 

 

113,694

 

Depreciation and amortization

 

 

203,673

 

 

 

228,145

 

 

 

407,754

 

 

 

454,736

 

Other

 

 

4,515

 

 

 

2,909

 

 

 

7,754

 

 

 

5,515

 

Total expenses

 

 

433,982

 

 

 

490,911

 

 

 

890,531

 

 

 

958,180

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

18,882

 

 

 

11,986

 

 

 

32,940

 

 

 

22,123

 

Net earnings attributable to controlling interests

 

 

346,109

 

 

 

275,994

 

 

 

724,010

 

 

 

486,546

 

Less preferred unit distributions

 

 

1,476

 

 

 

1,674

 

 

 

2,952

 

 

 

3,348

 

Net earnings attributable to common unitholders

 

$

344,633

 

 

$

274,320

 

 

$

721,058

 

 

$

483,198

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common units outstanding – Basic

 

 

540,084

 

 

 

536,060

 

 

 

539,547

 

 

 

535,392

 

Weighted average common units outstanding – Diluted

 

 

554,515

 

 

 

552,114

 

 

 

554,066

 

 

 

550,512

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings per unit attributable to common unitholders – Basic

 

$

0.63

 

 

$

0.50

 

 

$

1.32

 

 

$

0.89

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings per unit attributable to common unitholders – Diluted

 

$

0.62

 

 

$

0.50

 

 

$

1.30

 

 

$

0.88

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions per common unit

 

$

0.48

 

 

$

0.44

 

 

$

0.96

 

 

$

0.88

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

 

 

6

 


 

PROLOGIS, L.P.

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

 

 

(18,882

)

 

 

(11,986

)

 

 

(32,940

)

 

 

(22,123

)

Other comprehensive loss (income) attributable to noncontrolling interests

 

 

3,424

 

 

 

(561

)

 

 

3,205

 

 

 

(48,828

)

Comprehensive income attributable to common unitholders

 

$

203,851

 

 

$

285,330

 

 

$

580,016

 

 

$

489,913

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

 

 

 

 

 

 

 

 

 

 

PROLOGIS, L.P.

CONSOLIDATED STATEMENT OF CAPITAL

Six Months Ended June 30, 2018

(Unaudited)

(In thousands)

 

 

General Partner

 

 

Limited Partners

 

 

Non-

 

 

 

 

 

 

Preferred

 

 

Common

 

 

Common

 

 

Class A Common

 

 

controlling

 

 

 

 

 

 

Units

 

 

Amount

 

 

Units

 

 

Amount

 

 

Units

 

 

Amount

 

 

Units

 

 

Amount

 

 

Interests

 

 

Total

 

Balance at January 1, 2018

 

1,379

 

 

$

68,948

 

 

 

532,186

 

 

$

15,562,210

 

 

 

5,656

 

 

$

165,401

 

 

 

8,894

 

 

$

248,940

 

 

$

2,660,242

 

 

$

18,705,741

 

Consolidated net earnings

 

-

 

 

 

-

 

 

 

-

 

 

 

703,465

 

 

 

-

 

 

 

9,368

 

 

 

-

 

 

 

11,177

 

 

 

32,940

 

 

 

756,950

 

Effect of equity

     compensation plans

 

-

 

 

 

-

 

 

 

1,117

 

 

 

8,846

 

 

 

2,057

 

 

 

24,835

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

33,681

 

Capital contributions

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

37,974

 

 

 

37,974

 

Redemption of noncontrolling

     interests

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,792

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,157

)

 

 

(5,949

)

Redemption of limited partners

     units

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(240

)

 

 

(15,017

)

 

 

(45

)

 

 

(2,802

)

 

 

-

 

 

 

(17,819

)

Foreign currency translation

      losses, net

 

-

 

 

 

-

 

 

 

-

 

 

 

(135,793

)

 

 

-

 

 

 

(1,903

)

 

 

-

 

 

 

(2,142

)

 

 

(3,205

)

 

 

(143,043

)

Unrealized losses on

     derivative contracts, net

 

-

 

 

 

-

 

 

 

-

 

 

 

(4,035

)

 

 

-

 

 

 

(57

)

 

 

-

 

 

 

(64

)

 

 

-

 

 

 

(4,156

)

Reallocation of capital

 

-

 

 

 

-

 

 

 

-

 

 

 

(46,927

)

 

 

-

 

 

 

44,937

 

 

 

-

 

 

 

1,990

 

 

 

-

 

 

 

-

 

Distributions and other

 

-

 

 

 

-

 

 

 

-

 

 

 

(515,352

)

 

 

-

 

 

 

(9,402

)

 

 

-

 

 

 

(11,503

)

 

 

(100,619

)

 

 

(636,876

)

Balance at June 30, 2018

 

1,379

 

 

$

68,948

 

 

 

533,303

 

 

$

15,569,622

 

 

 

7,473

 

 

$

218,162

 

 

 

8,849

 

 

$

245,596

 

 

$

2,624,175

 

 

$

18,726,503

 

 

The accompanying notes are an integral part of these Consolidated Financial Statements.

 

 

7

 


 

PROLOGIS, L.P.

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 partnership units in exchange for contributions from Prologis, Inc.

 

 

4,322

 

 

 

25,374

 

Distributions paid on common and preferred units

 

 

(536,150

)

 

 

(489,519

)

Noncontrolling interests contributions

 

 

26,174

 

 

 

135,857

 

Noncontrolling interests distributions

 

 

(100,619

)

 

 

(81,169

)

Settlement of noncontrolling interests

 

 

(5,949

)

 

 

(789,626

)

Redemption of common limited partnership units

 

 

(17,819

)

 

 

-

 

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.

 

 

8

 


 

PROLOGIS, INC. AND PROLOGIS, L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. GENERAL

 

Business. Prologis, Inc. (or the “Parent”) commenced operations as a fully integrated real estate company in 1997, elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and believes the current organization and method of operation will enable it to maintain its status as a REIT. The Parent is the general partner of Prologis, L.P. (or the “Operating Partnership” or “OP”). Through the OP, we are engaged in the ownership, acquisition, development and management of logistics facilities with a focus on high-barrier, high-growth markets in 19 countries. We invest in real estate through wholly owned subsidiaries and other entities through which we co-invest with partners and investors. We maintain a significant level of ownership in these co-investment ventures, which may be consolidated or unconsolidated based on our level of control of the entity. Our current business strategy consists of two operating business segments: Real Estate Operations and Strategic Capital. Our Real Estate Operations segment represents the ownership and development of logistics properties. Our Strategic Capital segment represents the management of unconsolidated co-investment ventures. See Note 10 for further discussion of our business segments. Unless otherwise indicated, the Notes to the Consolidated Financial Statements apply to both the Parent and the OP. The terms “the Company,” “Prologis,” “we,” “our” or “us” means the Parent and OP collectively.

 

For each share of preferred or common stock the Parent issues, the OP issues a corresponding preferred or common partnership unit, as applicable, to the Parent in exchange for the contribution of the proceeds from the stock issuance. 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, which include 8.8 million Class A common limited partnership units (“Class A Units”) in the OP, are owned by unaffiliated investors and certain current and former directors and officers of the Parent. Each partner’s percentage interest in the OP is determined based on the number of OP units held, including the number of OP units into which Class A Units are convertible, compared to total OP units outstanding at each period end and is used as the basis for the allocation of net income or loss to each partner. At the end of each reporting period, a capital adjustment is made in the OP to reflect the appropriate ownership interest for each of the common unitholders. These adjustments are reflected in the line items Reallocation of Equity in the Consolidated Statement of Equity of the Parent and Reallocation of Capital in the Consolidated Statement of Capital of the OP.

 

As the sole general partner of the OP, the Parent has complete responsibility and discretion in the day-to-day management and control of the OP and 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 general partner with control of the OP, the Parent is the primary beneficiary and therefore consolidates the OP. Because the Parent’s only significant asset is its investment in the OP, the assets and liabilities of the Parent and the OP are the same on their respective financial statements.

 

Basis of Presentation. The accompanying Consolidated Financial Statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and are presented in our reporting currency, the U.S. dollar. All material intercompany transactions with consolidated entities have been eliminated.

 

The accompanying unaudited interim financial information has been prepared according to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. Our management believes that the disclosures presented in these financial statements are adequate to make the information presented not misleading. In our opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for both the Parent and the OP for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited interim financial information should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2017, as filed with the SEC, and other public information.

 

New Accounting Pronouncements.

 

New Accounting Standards Adopted

 

Revenue Recognition. In May 2014, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update (“ASU”) that requires companies to use a five-step model to determine when to recognize revenue from customer contracts in an effort to increase consistency and comparability throughout global capital markets and across industries. In February 2017, the FASB issued an additional ASU that provides the accounting treatment for gains and losses from the derecognition of non-financial assets, including the accounting for partial sales of real estate properties.

 

We adopted the revenue recognition and derecognition of non-financial assets standards (collectively “the new revenue recognition standard”) on January 1, 2018, on a modified retrospective basis.

 

Rental revenues and recoveries earned from leasing our operating properties are excluded from this standard and will be assessed with the adoption of the lease ASU discussed below. Our evaluation under the new revenue recognition standard included recurring and

9

 


 

transactional fees and incentive fees (“promotes” or “promote revenues”) earned from our co-investment ventures as well as dispositions and contributions of real estate properties. There is no change in our recognition of recurring and transactional fees as we will continue to recognize these fees as we provide the services. Promote revenues are earned based on a venture’s cumulative returns over a certain time-period and the returns are determined by both the operating performance and real estate valuation of the venture, including highly variable inputs such as capitalization rates, interest rates and foreign currency exchange rates. As these key inputs are highly volatile and out of our control, and such volatility can materially impact our promotes period over period, we expect promote revenues will continue to be recognized at or near the end of the performance period. Accordingly, we do not expect significant changes in promote revenue recognition as a result of this ASU.

 

For dispositions of real estate properties to third parties, the standard will not impact the recognition of the sale. Beginning January 1, 2018, we recognized the entire gain attributed to contributions of real estate properties to unconsolidated entities. We previously recognized a gain on contribution only to the extent of the third-party ownership in the unconsolidated entity acquiring the property and deferred the portion of the gain related to our ownership. For discussion of net gains on contributions to unconsolidated entities recognized during the three and six months ended June 30, 2018 and 2017, see Note 2. For deferred gains from partial sales recorded prior to the adoption, we will continue to recognize these gains over the lives of the underlying real estate properties or at the time of disposition to a third party, as discussed in Note 3.

 

We adopted the practical expedient to only assess the recognition of revenue for open contracts during the transition period and there was no adjustment to the opening balance of retained earnings at January 1, 2018. The comparative information has not been restated and continues to be reported under the accounting standards in effect for that period.

 

New Accounting Standards Issued but not yet Adopted

 

Leases. In February 2016, the FASB issued an ASU that provides the principles for the recognition, measurement, presentation and disclosure of leases.

 

As a lessor. The accounting for lessors will remain largely unchanged from current GAAP; however, the standard requires that lessors expense, on an as-incurred basis, certain initial direct costs that are not incremental in negotiating a lease. Under existing standards, these costs are capitalizable and therefore this new standard will result in certain of these costs being expensed as incurred after adoption. During the six months ended June 30, 2018 and 2017, we capitalized $10.5 million and $12.4 million, respectively, of internal costs related to our leasing activities. This standard may also impact the timing, recognition, presentation and disclosures related to our rental recoveries from tenants earned from leasing our operating properties, although we do not expect a significant impact.

 

As a lessee. Under the standard, lessees apply a dual approach, classifying leases as either finance or operating leases. A lessee is required to record a right-of-use (“ROU”) asset and a lease liability for all leases with a term of greater than 12 months, regardless of their lease classification. We are a lessee of ground leases and office space leases. At December 31, 2017, we had approximately 90 ground and office space leases that will require us to measure and record a ROU asset and a lease liability upon adoption of the standard. There have been no significant changes to our ground and office space leases since December 31, 2017. Details of our future minimum rental payments under these ground and office space leases are disclosed in Note 4 to the Annual Report on Form 10-K for the year ended December 31, 2017.

 

The standard is effective for us on January 1, 2019. We expect to adopt the practical expedients available for implementation under the standard. By adopting these practical expedients, we will not be required to reassess (i) whether an expired or existing contract meets the definition of a lease; (ii) the lease classification at the adoption date for existing leases; and (iii) whether costs previously capitalized as initial direct costs would continue to be amortized. This allows us to continue to account for our ground and office space leases as operating leases, however, any new or renewed ground leases may be classified as financing leases unless they meet certain conditions to be considered a lease involving facilities owned by a government unit or authority. The standard will also require new disclosures within the accompanying notes to the Consolidated Financial Statements. While we are well into our analysis of the adoption, we will continue to evaluate the key drivers in the measurement of the ROU asset and lease liability and assess the impact the adoption will have on the Consolidated Financial Statements based on industry practice and potential updates to the ASU.

 

Derivatives and Hedging. In August 2017, the FASB issued an ASU that simplifies the application of hedge accounting guidance in current GAAP and improves the reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its consolidated financial statements. Among the simplification updates, the standard eliminates the requirement in current GAAP to separately recognize periodic hedge ineffectiveness. Mismatches between the changes in value of the hedged item and hedging instrument may still occur but they will no longer be separately reported. The standard requires the presentation of the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedged item is reported. The standard is effective for us on January 1, 2019, but early adoption is permitted. We do not expect the adoption of this standard to have a material impact on the Consolidated Financial Statements.

 

10

 


 

NOTE 2. REAL ESTATE

 

Investments in real estate properties consisted of the following (dollars and square feet in thousands):

 

 

Square Feet

 

 

Number of Buildings

 

 

 

 

 

June 30,

 

 

December 31,

 

 

June 30,

 

 

December 31,

 

 

June 30,

 

 

December 31,

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Operating properties (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings and improvements

 

287,393

 

 

 

294,811

 

 

 

1,477

 

 

 

1,525

 

 

$

16,658,627

 

 

$

16,849,349

 

Improved land

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,608,507

 

 

 

5,735,978

 

Development portfolio,

     including land costs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prestabilized

 

6,024

 

 

 

7,345

 

 

 

20

 

 

 

22

 

 

 

471,491

 

 

 

546,173

 

Properties under development

 

21,317

 

 

 

22,216

 

 

 

63

 

 

 

63

 

 

 

1,184,404

 

 

 

1,047,316

 

Land (1) (2)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1,111,185

 

 

 

1,154,383

 

Other real estate investments (3)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

521,129

 

 

 

505,445

 

Total 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

 

 

(1)

During the six months ended June 30, 2018, we acquired 808 acres of land for $211.2 million and 3 operating properties for $103.1 million.

 

(2)

Included in our investments in real estate at June 30, 2018 and December 31, 2017, were 5,220 and 5,191 acres of land, respectively.

 

(3)

Included in other real estate investments were: (i) non-logistics real estate; (ii) land parcels that are ground leased to third parties; (iii) our corporate headquarters; (iv) costs related to future development projects, including purchase options on land; (v) infrastructure costs related to projects we are developing on behalf of others; and (vi) earnest money deposits associated with potential acquisitions.

 

Dispositions

 

The following table summarizes our real estate disposition activity (dollars and square feet in thousands):

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Contributions to unconsolidated co-investment ventures

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of properties

 

 

3

 

 

 

5

 

 

 

11

 

 

 

10

 

Square feet

 

 

1,164

 

 

 

875

 

 

 

4,242

 

 

 

3,644

 

Net proceeds (1)

 

$

125,917

 

 

$

115,617

 

 

$

665,739

 

 

$

513,106

 

Gains on contributions, net (1) (2)

 

$

33,527

 

 

$

37,702

 

 

$

201,253

 

 

$

126,068

 

Dispositions to third parties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number of properties

 

 

7

 

 

 

20

 

 

 

18

 

 

 

38

 

Square feet

 

 

4,139

 

 

 

3,720

 

 

 

5,442

 

 

 

6,038

 

Net proceeds (1) (3)

 

$

314,141

 

 

$

216,290

 

 

$

402,122

 

 

$

459,679

 

Gains on dispositions, net (1) (3)

 

$

60,734

 

 

$

45,304

 

 

$

88,119

 

 

$

54,263

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total gains on dispositions of investments in real estate, net

 

$

94,261

 

 

$

83,006

 

 

$

289,372

 

 

$

180,331

 

 

(1)

Includes the contribution and disposition of land parcels.

 

(2)

Amounts in 2018 reflect the adoption of the new revenue recognition standard under which we recognized the entire gain attributed to contributions of real estate properties to unconsolidated entities. Amounts in 2017 reflect our prior recognition of the gain to the extent of the third-party ownership in the unconsolidated entity acquiring the property with the deferral of a portion of the gain related to our ownership.

 

(3)

Includes the sale of our investment in Europe Logistics Venture 1 during the six months ended June 30, 2017.

 

11

 


 

NOTE 3. UNCONSOLIDATED ENTITIES

 

Summary of Investments

 

We have investments in entities through a variety of ventures. We co-invest in entities that own multiple properties with partners and investors and we provide asset and property management services to these entities, which we refer to as co-investment ventures. These entities may be consolidated or unconsolidated, depending on the structure, our partner’s participation and other rights and our level of control of the entity. This note details our investments in unconsolidated co-investment ventures, which are accounted for using the equity method of accounting. See Note 6 for more detail regarding our consolidated investments that are not wholly owned.

 

We also have other ventures, generally with one partner and that we do not manage, which we account for using the equity method. We refer to our investments in all entities accounted for using the equity method, both unconsolidated co-investment ventures and other ventures, collectively, as unconsolidated entities.

 

The following table summarizes our investments in and advances to our unconsolidated entities (in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Unconsolidated co-investment ventures

 

$

5,207,093

 

 

$

5,274,702

 

Other ventures

 

 

207,530

 

 

 

221,748

 

Total

 

$

5,414,623

 

 

$

5,496,450

 

 

 

 

 

 

 

 

 

 

Unconsolidated Co-Investment Ventures

 

The following table summarizes the Strategic Capital Revenues we recognized in the Consolidated Statements of Income related to our unconsolidated co-investment ventures (in thousands):

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Recurring fees

 

$

57,918

 

 

$

43,478

 

 

$

112,562

 

 

$

87,673

 

Transactional fees

 

 

11,828

 

 

 

12,626

 

 

 

27,452

 

 

 

21,219

 

Promote revenues

 

 

5,674

 

 

 

123,946

 

 

 

68,218

 

 

 

127,092

 

Total strategic capital revenues from unconsolidated

     co-investment ventures

 

$

75,420

 

 

$

180,050

 

 

$

208,232

 

 

$

235,984

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12

 


 

The following table summarizes the key property information, financial position and operating information of our unconsolidated co-investment ventures (not our proportionate share) and the amounts we recognized in the Consolidated Financial Statements related to our unconsolidated co-investment ventures (dollars and square feet in millions):

 

 

U.S.

 

 

Other Americas

 

 

Europe

 

 

Asia

 

 

Total

 

As of:

Jun 30,

2018

 

 

Dec 31,

2017

 

 

Jun 30,

2018

 

 

Dec 31,

2017

 

 

Jun 30,

2018

 

 

Dec 31,

2017

 

 

Jun 30,

2018

 

 

Dec 31,

2017

 

 

Jun 30,

2018

 

 

Dec 31,

2017

 

Key property information

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ventures

 

1

 

 

 

1

 

 

 

2

 

 

 

2

 

 

 

3

 

 

 

3

 

 

 

2

 

 

 

2

 

 

 

8

 

 

 

8

 

Operating properties

 

554

 

 

 

552

 

 

 

205

 

 

 

205

 

 

 

653

 

 

 

707

 

 

 

114

 

 

 

95

 

 

 

1,526

 

 

 

1,559

 

Square feet

 

88

 

 

 

88

 

 

 

37

 

 

 

37

 

 

 

154

 

 

 

166

 

 

 

48

 

 

 

41

 

 

 

327

 

 

 

332

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Financial position

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unconsolidated co-investment ventures:

 

Total assets ($)

 

7,188

 

 

 

7,062

 

 

 

2,073

 

 

 

2,118

 

 

 

13,176

 

 

 

13,586

 

 

 

6,694

 

 

 

6,133

 

 

 

29,131

 

 

 

28,899

 

Third-party debt ($)

 

2,098

 

 

 

2,313

 

 

 

752

 

 

 

756

 

 

 

2,650

 

 

 

2,682

 

 

 

2,577

 

 

 

2,328

 

 

 

8,077

 

 

 

8,079

 

Total liabilities ($)

 

2,307

 

 

 

2,520

 

 

 

788

 

 

 

782

 

 

 

3,689

 

 

 

3,655

 

 

 

2,881

 

 

 

2,685

 

 

 

9,665

 

 

 

9,642

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Our investment balance ($) (1)

 

1,365

 

 

 

1,383

 

 

 

561

 

 

 

555

 

 

 

2,699

 

 

 

2,813

 

 

 

582

 

 

 

524

 

 

 

5,207

 

 

 

5,275

 

Our weighted average ownership (2)

 

26.7

%

 

 

28.2

%

 

 

43.8

%

 

 

43.4

%

 

 

32.9

%

 

 

32.8

%

 

 

15.1

%

 

 

15.1

%

 

 

28.2

%

 

 

28.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

Other Americas

 

 

Europe

 

 

Asia

 

 

Total

 

Operating information

Jun 30,

2018

 

 

Jun 30,

2017

 

 

Jun 30,

2018

 

 

Jun 30,

2017

 

 

Jun 30,

2018

 

 

Jun 30,

2017

 

 

Jun 30,

2018

 

 

Jun 30,

2017

 

 

Jun 30,

2018

 

 

Jun 30,

2017

 

For the three months ended:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unconsolidated co-investment ventures:

 

Total revenues ($)

 

168

 

 

 

105

 

 

 

55

 

 

 

66

 

 

 

272

 

 

 

248

 

 

 

114

 

 

 

89

 

 

 

609

 

 

 

508

 

Net earnings ($)

 

24

 

 

 

15

 

 

 

19

 

 

 

22

 

 

 

110

 

 

 

93

 

 

 

6

 

 

 

93

 

 

 

159

 

 

 

223

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Our earnings from unconsolidated

     co-investment ventures, net ($)

 

7

 

 

 

2

 

 

 

8

 

 

 

10

 

 

 

37

 

 

 

36

 

 

 

2

 

 

 

14

 

 

 

54

 

 

 

62

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Unconsolidated co-investment ventures:

 

Total revenues ($)

 

336

 

 

 

209

 

 

 

108

 

 

 

130

 

 

 

560

 

 

 

492

 

 

 

222

 

 

 

177

 

 

 

1,226

 

 

 

1,008

 

Net earnings ($)

 

37

 

 

 

51

 

 

 

33

 

 

 

39

 

 

 

203

 

 

 

166

 

 

 

48

 

 

 

117

 

 

 

321

 

 

 

373

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Our earnings from unconsolidated

     co-investment ventures, net ($)

 

12

 

 

 

7

 

 

 

14

 

 

 

16

 

 

 

74

 

 

 

66

 

 

 

9

 

 

 

18

 

 

 

109

 

 

 

107

 

 

(1)

Prologis’ investment balance is presented at our adjusted basis derived from the ventures’ U.S. GAAP information. The difference between our ownership interest of a venture’s equity and our investment balance at June 30, 2018 and December 31, 2017, results principally from three types of transactions: (i) deferred gains from the contribution of property to a venture prior to January 1, 2018 ($651.8 million and $667.3 million, respectively); (ii) recording additional costs associated with our investment in the venture ($92.4 million and $94.2 million, respectively); and (iii) advances to a venture ($219.9 million and $210.0 million, respectively). For deferred gains from partial sales recorded prior to the adoption the new revenue recognition standard, we will continue to recognize these gains over the lives of the underlying real estate properties or at the time of disposition to a third party.

 

(2)

Represents our weighted average ownership interest in all co-investment ventures based on each entity’s contribution of total assets, before depreciation, net of other liabilities.

 

Equity Commitments Related to Certain Unconsolidated Co-Investment Ventures

 

The following table summarizes the remaining equity commitments at June 30, 2018 (in millions):

 

 

 

Equity Commitments

 

 

Expiration Date

 

 

Prologis

 

 

Venture Partners

 

 

Total

 

 

 

Prologis Targeted U.S. Logistics Fund

 

$

-

 

 

$

178

 

 

$

178

 

 

2019

Prologis European Logistics Fund (1)

 

 

-

 

 

 

1,201

 

 

 

1,201

 

 

2018 – 2019

Prologis UK Logistics Venture (2)

 

 

18

 

 

 

102

 

 

 

120

 

 

2021

Prologis China Logistics Venture

 

 

267

 

 

 

1,510

 

 

 

1,777

 

 

2020 – 2024

Total

 

$

285

 

 

$

2,991

 

 

$

3,276

 

 

 

 

(1)

Equity commitments are denominated in euro and reported in U.S. dollars based on an exchange rate of $1.17 U.S. dollars to the euro.

 

13

 


 

(2)

Equity commitments are denominated in British pounds sterling and reported in U.S. dollars based on an exchange rate of $1.32 U.S. dollars to the British pound sterling.

 

NOTE 4. ASSETS HELD FOR SALE OR CONTRIBUTION

 

We have investments in certain real estate properties that met the criteria to be classified as held for sale or contribution at June 30, 2018 and December 31, 2017. At the time of classification, these properties were expected to be sold to third parties or were recently developed and expected to be contributed to unconsolidated co-investment ventures within twelve months. The amounts included in Assets Held for Sale or Contribution represented real estate investment balances and the related assets for each property.

 

Assets held for sale or contribution consisted of the following (dollars and square feet in thousands):

 

 

 

June 30,

 

 

December 31,

 

 

 

2018

 

 

2017

 

Number of operating properties

 

 

73

 

 

 

22

 

Square feet

 

 

14,735

 

 

 

5,384

 

Total assets held for sale or contribution

 

$

892,546

 

 

$

342,060

 

Total liabilities associated with assets held for sale or contribution – included in Other Liabilities

 

$

22,829

 

 

$

9,341

 

 

NOTE 5. DEBT

 

All debt is incurred by the OP. The Parent does not have any indebtedness, but guarantees the unsecured debt issued by the OP.

 

The following table summarizes our debt (dollars in thousands):

 

 

 

June 30, 2018

 

 

December 31, 2017

 

 

 

Weighted Average Interest Rate (1)

 

 

Amount Outstanding (2)

 

 

Weighted Average Interest Rate (1)

 

 

Amount Outstanding (2)

 

Credit facilities

 

 

0.9

%

 

$

11,658

 

 

 

1.8

%

 

$

317,392

 

Senior notes

 

 

2.9

%

 

 

7,102,381

 

 

 

3.0

%

 

 

6,067,277

 

Term loans

 

 

1.2

%

 

 

1,402,568

 

 

 

1.7

%

 

 

2,046,945

 

Unsecured other

 

 

6.1

%

 

 

13,093

 

 

 

6.1

%

 

 

13,546

 

Secured mortgages

 

 

5.5

%

 

 

897,424

 

 

 

5.3

%

 

 

967,471

 

Total

 

 

2.9

%

 

$

9,427,124

 

 

 

2.9

%

 

$

9,412,631

 

 

(1)

The interest rates presented represent the effective interest rates (including amortization of debt issuance costs and the noncash premiums or discounts) at the end of the period for the debt outstanding and include the impact of interest rate swaps designated as cash flow hedges, which effectively fix the interest rate on our variable rate debt.

 

(2)

Included in the outstanding balances were borrowings denominated in non-U.S. dollars. The following table summarizes our debt by currency (in thousands):

 

 

 

June 30, 2018

 

 

December 31, 2017

 

 

British pound sterling

 

$

653,632

 

 

$

671,522

 

 

Canadian dollar

 

 

274,180

 

 

 

451,080

 

 

Euro

 

 

4,184,844

 

 

 

3,839,422

 

 

Japanese yen

 

 

1,276,029

 

 

 

1,306,380

 

 

U.S. dollar

 

 

3,038,439

 

 

 

3,144,227

 

 

Total

 

$

9,427,124

 

 

$

9,412,631

 

 

Generally, we borrow in the functional currency of the consolidated subsidiaries but we also borrow in currencies other than the U.S. dollar in the OP and may designate this borrowing as a nonderivative financial instrument. We may also hedge our foreign currency risk by designating derivative financial instruments as net investment hedges, as these amounts offset the translation adjustments on the underlying net assets of our foreign investments. See Note 9 for more information about our nonderivative and derivative financial instruments.

 

14

 


 

Credit Facilities

 

We have a global senior credit facility (the “Global Facility”), under which we may draw in British pounds sterling, Canadian dollars, euro, Japanese yen and U.S. dollars on a revolving basis up to $3.0 billion (subject to currency fluctuations). We have the ability to increase the Global Facility to $3.8 billion, subject to currency fluctuations and obtaining additional lender commitments. Pricing under the Global Facility, including the spread over LIBOR, facility fees and letter of credit fees, varies based on the public debt ratings of the OP. The Global Facility is scheduled to mature in April 2020; however, we may extend the maturity date for six months on two occasions, subject to the satisfaction of certain conditions and payment of extension fees.

 

We also have a Japanese yen revolver (the “Revolver”) with availability of ¥50.0 billion ($451.7 million at June 30, 2018). We have the ability to increase the Revolver to ¥65.0 billion ($587.2 million at June 30, 2018), subject to obtaining additional lender commitments. Pricing under the Revolver, including the spread over LIBOR, facility fees and letter of credit fees, varies based on the public debt ratings of the OP. The Revolver is scheduled to mature in February 2021; however, we may extend the maturity date for one year, subject to the satisfaction of certain conditions and payment of extension fees.

 

We refer to the Global Facility and the Revolver, collectively, as our “Credit Facilities.”

 

The following table summarizes information about our Credit Facilities at June 30, 2018 (in millions):

 

Aggregate lender commitments

 

$

3,479

 

Less:

 

 

 

 

Borrowings outstanding

 

 

12

 

Outstanding letters of credit

 

 

31

 

Current availability

 

$

3,436

 

 

Senior Notes

 

In January 2018, we issued €400.0 million ($494.2 million) of senior notes bearing a floating rate of Euribor plus 0.25%, maturing in January 2020. The exchange rate used to calculate into U.S. dollars was the spot rate at the date of the transaction. The effective interest rate was -0.08% at June 30, 2018, primarily due to the amortization of the net premium on the debt. In association with the issuance, we entered into cash flow hedges to effectively fix the interest rate, as discussed in Note 9. Following the issuance, we used the proceeds to pay down our multi-currency term loan (the “2017 Term Loan”) during the first quarter of 2018.

 

In June 2018, we issued $400.0 million of senior notes that bear an interest rate of 3.88% and mature in September 2028 and $300.0 million of senior notes that bear an interest rate of 4.38% and mature in September 2048. Following the issuance, we used the proceeds to pay down our Global Facility in the second quarter of 2018 and our Canadian term loan (the “2015 Canadian Term Loan”) in July 2018.

 

Term Loans

 

During the six months ended June 30, 2018, we borrowed on our Global Facility and paid down CAD 201.4 million ($158.9 million) on the 2015 Canadian Term Loan, leaving CAD $170.5 million ($128.7 million at June 30, 2018) outstanding. In association with the pay down of the 2015 Canadian Term Loan, we terminated our Canadian denominated cash flow hedges in February 2018. See Note 9 for more information.

 

During the six months ended June 30, 2018 and 2017, we paid down $1.0 billion and $575.7 million, and reborrowed $500.0 million and $877.5 million, on our 2017 Term Loan.

15

 


 

 

Long-Term Debt Maturities

 

Principal payments due on our debt for the remainder of 2018 and for each year through the period ended December 31, 2022, and thereafter were as follows at June 30, 2018 (in thousands):

 

 

 

Unsecured

 

 

 

 

 

 

 

 

 

Credit

 

 

Senior

 

 

Term Loans

 

 

Secured

 

 

 

 

 

Maturity

 

Facilities

 

 

Notes

 

 

and Other

 

 

Mortgages

 

 

Total

 

2018 (1)

 

$

-

 

 

$

-

 

 

$

492

 

 

$

108,137

 

 

$

108,629

 

2019 (1)

 

 

-

 

 

 

-

 

 

 

1,014

 

 

 

446,328

 

 

 

447,342

 

2020 (2)

 

 

11,658

 

 

 

1,165,802

 

 

 

1,077

 

 

 

12,409

 

 

 

1,190,946

 

2021

 

 

-

 

 

 

816,060

 

 

 

910

 

 

 

14,600

 

 

 

831,570

 

2022

 

 

-

 

 

 

816,060

 

 

 

452,455

 

 

 

10,636

 

 

 

1,279,151

 

Thereafter

 

 

-

 

 

 

4,356,824

 

 

 

968,756

 

 

 

306,385

 

 

 

5,631,965

 

Subtotal

 

 

11,658

 

 

 

7,154,746

 

 

 

1,424,704

 

 

 

898,495

 

 

 

9,489,603

 

Premiums (discounts), net

 

 

-

 

 

 

(23,909

)

 

 

-

 

 

 

2,212

 

 

 

(21,697

)

Debt issuance costs, net

 

 

-

 

 

 

(28,456

)

 

 

(9,043

)

 

 

(3,283

)

 

 

(40,782

)

Total

 

$

11,658

 

 

$

7,102,381

 

 

$

1,415,661

 

 

$

897,424

 

 

$

9,427,124

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

We expect to repay the amounts maturing in the next twelve months with cash generated from operations, proceeds from dispositions of real estate properties, or as necessary, with borrowings on our Credit Facilities.

 

(2)

Included in the 2020 maturities was the Global Facility that can be extended until 2021, as discussed above.

 

Financial Debt Covenants

 

We have $7.1 billion of senior notes and $1.4 billion of term loans outstanding at June 30, 2018 under two separate indentures, as supplemented, that were subject to certain financial covenants. We are also subject to financial covenants under our Credit Facilities and certain secured mortgages. At June 30, 2018, we were in compliance with all of our financial debt covenants.

 

Guarantee of Finance Subsidiary Debt

 

In July 2018, we formed a finance subsidiary as part of our European operations, Prologis Euro Finance LLC (“Euro Finance Subsidiary”), that is 100% indirectly owned by the OP. All unsecured debt issued by the Euro Finance Subsidiary will be fully and unconditionally guaranteed by the OP. There are no restrictions or limits on the OP’s ability to obtain funds from its subsidiaries by dividend or loan. In reliance on Rule 3-10 of Regulation S-X, the separate financial statements of the Euro Finance Subsidiary are not provided.

 

NOTE 6. NONCONTROLLING INTERESTS

 

Prologis, L.P.

 

We report noncontrolling interests related to several entities we consolidate but of which we do not own 100% of the equity. These entities include two real estate partnerships that have issued limited partnership units to third parties. Depending on the specific partnership agreements, these limited partnership units are redeemable for cash or, at our option into shares of the Parent’s common stock, generally at a rate of one share of common stock to one unit. We also consolidate certain entities in which we do not own 100% of the equity but the equity of these entities is not exchangeable into our common stock.

 

Prologis, Inc.

 

The noncontrolling interests of the Parent include the noncontrolling interests for the OP, as well as the limited partnership units in the OP that are not owned by the Parent.

 

16

 


 

The following table summarizes our ownership percentages, noncontrolling interests and the consolidated entities’ total assets and liabilities (dollars in thousands):

 

 

Our Ownership Percentage

 

 

Noncontrolling Interests

 

 

Total Assets

 

 

Total Liabilities

 

 

Jun 30,

2018

 

 

Dec 31,

2017

 

 

Jun 30,

2018

 

 

Dec 31,

2017

 

 

Jun 30,

2018

 

 

Dec 31,

2017

 

 

Jun 30,

2018

 

 

Dec 31,

2017

 

Prologis U.S. Logistics Venture

 

55.0

%

 

 

55.0

%

 

$

2,539,930

 

 

$

2,581,629

 

 

$

6,186,215

 

 

$

6,030,819

 

 

$

238,101

 

 

$

284,162

 

Other consolidated entities (1)

various

 

 

various

 

 

 

84,245

 

 

 

78,613

 

 

 

820,113

 

 

 

806,138

 

 

 

29,813

 

 

 

30,330

 

Prologis, L.P.

 

 

 

 

 

 

 

 

 

2,624,175

 

 

 

2,660,242

 

 

 

7,006,328

 

 

 

6,836,957

 

 

 

267,914

 

 

 

314,492

 

Limited partners in Prologis, L.P. (2) (3)

 

 

 

463,758

 

 

 

414,341

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Prologis, Inc.

 

 

 

 

 

 

 

 

$

3,087,933

 

 

$

3,074,583

 

 

$

7,006,328

 

 

$

6,836,957

 

 

$

267,914

 

 

$

314,492

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

This line item includes our two partnerships that have issued limited partnership units to third parties, as discussed above, along with various other consolidated entities. The limited partnership units outstanding at June 30, 2018 and December 31, 2017 were exchangeable into cash or, at our option, 0.9 million and 1.0 million shares of the Parent’s common stock.

 

(2)

We had 8.8 million and 8.9 million Class A Units that were convertible into 8.4 million and 8.5 million limited partnership units of the OP at June 30, 2018 and December 31, 2017, respectively.

 

(3)

At June 30, 2018 and December 31, 2017, excluding the Class A Units, there were limited partnership units in the OP that were exchangeable into cash or, at our option, 3.9 million and 4.1 million shares of the Parent’s common stock, respectively. Also included are the vested OP Long-Term Incentive Plan Units (“LTIP Units”) associated with our long-term compensation plan. See further discussion of LTIP Units in Note 7.

 

NOTE 7. LONG-TERM COMPENSATION

 

Equity-Based Compensation Plans and Programs

 

Prologis Outperformance Plan (“POP”)

 

We allocate participation points to participants under our POP corresponding to three-year performance periods beginning January 1. The fair value of the awards is measured at the grant date and amortized over the period from the grant date to the date at which the awards vest, which range from three to ten years. POP awards are earned to the extent our three-year compound annualized total stockholder return (“TSR”) for the performance period is positive and exceeds the three-year compound annualized TSR for the Morgan Stanley Capital International (“MSCI”) US REIT Index for the same period plus 100 basis points.

 

We granted participation points for the 2018 – 2020 performance period in January 2018, with a fair value of $23.3 million using a Monte Carlo valuation model that assumed a risk-free interest rate of 2.1% and an expected volatility of 16.5%. The 2018 – 2020 performance period has an absolute maximum cap of $100 million. If the award is earned then 20% of the POP award is paid at the end of the performance period and the remaining 80% is subject to additional seven-year cliff vesting. The 20% that is paid at the end of the three-year performance period is subject to an additional three-year holding requirement.

 

The performance criteria were met for the 2015 – 2017 performance period, which resulted in awards being earned at December 31, 2017. An aggregate performance pool of $110.2 million was awarded in January 2018 in the form of 0.6 million shares of common stock and 1.2 million vested LTIP Units.

 

Other Equity-Based Compensation Plans and Programs

 

Our other equity-based compensation plans and programs include (i) the Prologis Promote Plan (“PPP”); (ii) the annual long-term incentive (“LTI”) equity award program (“Annual LTI Award”); and (iii) the annual bonus exchange program. Awards under these plans and programs may be issued in the form of restricted stock units (“RSUs”) or LTIP Units at the participant’s election. RSUs and LTIP Units are valued based on the market price of the Parent’s common stock on the date the award is granted and is charged to compensation expense over the service period. Beginning in February 2018 with awards for PPP and Annual LTI Awards, the service period is four years.

17

 


 

 

Summary of Award Activity

 

RSUs

 

The following table summarizes the activity for RSUs for the six months ended June 30, 2018 (units in thousands):

 

 

 

 

 

 

 

Weighted Average

 

 

 

Unvested RSUs

 

 

Grant Date Fair Value

 

Balance at January 1, 2018

 

 

1,374

 

 

$

45.57

 

Granted

 

 

738

 

 

 

61.01

 

Vested and distributed

 

 

(769

)

 

 

45.36

 

Forfeited

 

 

(31

)

 

 

53.71

 

Balance at June 30, 2018

 

 

1,312

 

 

$

54.21

 

 

 

 

 

 

 

 

 

 

LTIP Units

 

The following table summarizes the activity for LTIP Units for the six months ended June 30, 2018 (units in thousands):

 

 

 

Vested

 

 

Unvested

 

 

Unvested Weighted Average

 

 

 

LTIP Units (1)

 

 

LTIP Units (1)

 

 

Grant Date Fair Value

 

Balance at January 1, 2018

 

 

1,532

 

 

 

1,829

 

 

$

46.48

 

Granted

 

 

-

 

 

 

1,246

 

 

 

60.95

 

Forfeited

 

 

-

 

 

 

(70

)

 

 

47.66

 

Vested LTIP Units

 

 

887

 

 

 

(887

)

 

 

45.25

 

Vested LTIP Units – POP (2)

 

 

1,170

 

 

 

-

 

 

N/A

 

Conversion to common limited partnership units

 

 

(52

)

 

 

-

 

 

N/A

 

Balance at June 30, 2018

 

 

3,537

 

 

 

2,118

 

 

$

55.46

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

The outstanding LTIP Units are exchangeable into limited partnership units of the OP and redeemable for the Parent’s common stock after they vest and other applicable conditions have been met.

 

(2)  

Vested units were based on the POP performance criteria being met for the 2015 – 2017 performance period and represented the earned award amount, as discussed above.

 

NOTE 8. EARNINGS PER COMMON SHARE OR UNIT

 

 

We determine basic earnings per share or unit based on the weighted average number of shares of common stock or units outstanding during the period. We compute diluted earnings per share or unit based on the weighted average number of shares or units outstanding combined with the incremental weighted average effect from all outstanding potentially dilutive instruments.

 

The computation of our basic and diluted earnings per share and unit was as follows (in thousands, except per share and unit amounts):

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

Prologis, Inc.

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net earnings attributable to common stockholders – Basic

 

$

334,611

 

 

$

266,943

 

 

$

700,513

 

 

$

470,198

 

Net earnings attributable to exchangeable limited partnership units (1)

 

 

10,216

 

 

 

7,798

 

 

 

20,909

 

 

 

13,765

 

Adjusted net earnings attributable to common stockholders – Diluted

 

$

344,827

 

 

$

274,741

 

 

$

721,422

 

 

$

483,963

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding – Basic

 

 

532,639

 

 

 

530,040

 

 

 

532,427

 

 

 

529,400

 

Incremental weighted average effect on exchange of limited partnership units (1)

 

 

16,847

 

 

 

16,364

 

 

 

16,560

 

 

 

16,409

 

Incremental weighted average effect of equity awards

 

 

5,029

 

 

 

5,710

 

 

 

5,079

 

 

 

4,703

 

Weighted average common shares outstanding – Diluted (2)

 

 

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

 

Diluted

 

$

0.62

 

 

$

0.50

 

 

$

1.30

 

 

$

0.88

 

 

18

 


 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

June 30,

 

 

June 30,

 

Prologis, L.P.

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net earnings attributable to common unitholders

 

$

344,633

 

 

$

274,320

 

 

$

721,058

 

 

$

483,198

 

Net earnings attributable to Class A Units

 

 

(5,324

)

 

 

(4,347

)

 

 

(11,177

)

 

 

(7,678

)

Net earnings attributable to common unitholders – Basic

 

 

339,309

 

 

 

269,973

 

 

 

709,881

 

 

 

475,520

 

Net earnings attributable to Class A Units

 

 

5,324

 

 

 

4,347

 

 

 

11,177

 

 

 

7,678

 

Net earnings attributable to exchangeable other limited partnership units

 

 

194

 

 

 

421

 

 

 

364

 

 

 

765

 

Adjusted net earnings attributable to common unitholders – Diluted

 

$

344,827

 

 

$

274,741

 

 

$

721,422

 

 

$

483,963

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common partnership units outstanding – Basic

 

 

540,084

 

 

 

536,060

 

 

 

539,547

 

 

 

535,392

 

Incremental weighted average effect on exchange of Class A Units

 

 

8,477

 

 

 

8,626

 

 

 

8,495

 

 

 

8,645

 

Incremental weighted average effect on exchange of other limited partnership units

 

 

925

 

 

 

1,718

 

 

 

945

 

 

 

1,772

 

Incremental weighted average effect of equity awards of Prologis, Inc.

 

 

5,029

 

 

 

5,710

 

 

 

5,079

 

 

 

4,703

 

Weighted average common units outstanding – Diluted (2)

 

 

554,515

 

 

 

552,114

 

 

 

554,066

 

 

 

550,512

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net earnings per unit attributable to common unitholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.63

 

 

$

0.50

 

 

$

1.32

 

 

$

0.89

 

Diluted

 

$

0.62

 

 

$

0.50

 

 

$

1.30

 

 

$

0.88

 

 

(1)

The exchangeable limited partnership units include the units as discussed in Note 6. Earnings allocated to the exchangeable OP units not held by the Parent have been included in the numerator and exchangeable common units have been included in the denominator for the purpose of computing diluted earnings per share for all periods as the per share and unit amount is the same.

 

(2)

Our total weighted average potentially dilutive shares and units outstanding consisted of the following:  

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

 

June 30,

 

 

June 30,

 

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

Class A Units

 

 

8,477

 

 

 

8,626

 

 

 

8,495

 

 

 

8,645

 

 

Other limited partnership units

 

 

925

 

 

 

1,718

 

 

 

945

 

 

 

1,772

 

 

Equity awards

 

 

8,432

 

 

 

9,355

 

 

 

8,391

 

 

 

8,583

 

 

Prologis, L.P.

 

 

17,834

 

 

 

19,699

 

 

 

17,831

 

 

 

19,000

 

 

Common limited partnership units

 

 

7,445

 

 

 

6,020

 

 

 

7,120

 

 

 

5,992

 

 

Prologis, Inc.

 

 

25,279

 

 

 

25,719

 

 

 

24,951

 

 

 

24,992

 

 

 

NOTE 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

 

Derivative Financial Instruments

 

In the normal course of business, our operations are exposed to market risks, including the effect of changes in foreign currency exchange rates and interest rates. We enter into derivative financial instruments to offset these underlying market risks. There have been no significant changes in our policy or strategy from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017.

19

 


 

 

The following table presents the fair value of our derivative financial instruments recognized within the line items Other Assets and Other Liabilities on the Consolidated Balance Sheet (in thousands):

 

 

 

June 30, 2018

 

 

December 31, 2017

 

 

 

Asset

 

 

Liability

 

 

Asset

 

 

Liability

 

Undesignated derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Forwards

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

          British pound sterling

 

$

142

 

 

$

4,017

 

 

$

2,440

 

 

$

8,103

 

          Canadian dollar

 

 

1,469

 

 

 

253

 

 

 

-

 

 

 

1,698

 

          Euro

 

 

3,619

 

 

 

6,380

 

 

 

2

 

 

 

14,234

 

          Japanese yen

 

 

3,992

 

 

 

1,235

 

 

 

6,474

 

 

 

931

 

          Mexican peso

 

 

373

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Designated derivatives

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency contracts

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Net investment hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

          Canadian dollar

 

 

1,871

 

 

 

-

 

 

 

-

 

 

 

7,263

 

          Euro

 

 

-

 

 

 

280

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest rate swaps

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

     Cash flow hedges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

          Canadian dollar

 

 

-

 

 

 

-

 

 

 

10,223

 

 

 

-

 

          Euro

 

 

-

 

 

 

555

 

 

 

-

 

 

 

-

 

Total fair value of derivatives

 

$

11,466

 

 

$

12,720

 

 

$

19,139

 

 

$

32,229

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Undesignated Derivative Financial Instruments

 

Foreign Currency Contracts

 

The following table summarizes the activity of our undesignated foreign currency contracts for the six months ended June 30 (in millions, except for weighted average forward rates and number of active contracts):

 

 

 

2018

 

 

2017

 

 

 

CAD

 

 

CNY

 

 

EUR

 

 

GBP

 

 

JPY

 

 

MXN

 

 

CAD

 

 

EUR

 

 

GBP

 

 

JPY

 

Notional amounts at January 1

 

$

56

 

 

$

-

 

 

$

233

 

 

$

132

 

 

$

153

 

 

$

-

 

 

$

38

 

 

$

197

 

 

$

78

 

 

$

144

 

New contracts

 

 

13

 

 

 

80

 

 

 

54

 

 

 

-

 

 

 

28

 

 

 

10

 

 

 

-

 

 

 

63

 

 

 

137

 

 

 

38

 

Matured, expired or settled contracts

 

 

(14

)

 

 

(80

)

 

 

(55

)

 

 

(36

)

 

 

(36

)

 

 

(10

)

 

 

(12

)

 

 

(56

)

 

 

(46

)

 

 

(31

)

Notional amounts at June 30

 

$

55

 

 

$

-

 

 

$

232

 

 

$

96

 

 

$

145

 

 

$

-

 

 

$

26

 

 

$

204

 

 

$

169

 

 

$

151

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average forward rate at June 30

 

 

1.28

 

 

 

-

 

 

 

1.20

 

 

 

1.30

 

 

 

105.53

 

 

 

-

 

 

 

1.32

 

 

 

1.13

 

 

 

1.33

 

 

 

106.51

 

Active contracts at June 30

 

 

24

 

 

 

-

 

 

 

29

 

 

 

16

 

 

 

32

 

 

 

-

 

 

 

12

 

 

 

26

 

 

 

22

 

 

 

32

 

 

During the six months ended June 30, 2018 and 2017, we exercised 31 and 22 forward contracts, respectively. We recognized realized losses of $1.1 million and $7.9 million for the three and six months ended June 30, 2018, respectively, and gains of $3.6 million and $8.9 million for the three and six months ended June 30, 2017, respectively, from contracts that matured, expired or settled in Foreign Currency and Derivative Gain (Losses), Net in the Consolidated Statements of Income.

 

We recognized unrealized gains of $30.1 million and $17.2 million for the three and six months ended June 30, 2018, respectively, and unrealized losses of $18.8 million and $32.5 million for the three and six months ended June 30, 2017, respectively, from the change in value of our outstanding foreign currency contracts within Foreign Currency and Derivative Gains (Losses), Net in the Consolidated Statements of Income.

 

20

 


 

Designated Derivative Financial Instruments

 

Foreign Currency Contracts

 

The following table summarizes the activity of our foreign currency contracts designated as net investment hedges for the six months ended June 30 (in millions, except for weighted average forward rates and number of active contracts):

 

 

 

2018

 

 

2017

 

 

 

CAD

 

 

EUR

 

 

CAD

 

 

GBP

 

Notional amounts at January 1

 

$

99

 

 

$

-

 

 

$

100

 

 

$

46

 

New contracts

 

 

100

 

 

 

35

 

 

 

99

 

 

 

127

 

Matured, expired or settled contracts

 

 

(99

)

 

 

-

 

 

 

(100

)

 

 

(173

)

Notional amounts at June 30

 

$

100

 

 

$

35

 

 

$

99

 

 

$

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average forward rate at June 30

 

 

1.28

 

 

 

1.16

 

 

 

1.34

 

 

 

-

 

Active contracts at June 30

 

 

2

 

 

 

1

 

 

 

2

 

 

 

-

 

 

Interest Rate Swaps

 

The following table summarizes the activity of our interest rate swaps designated as cash flow hedges for the six months ended June 30 (in millions):

 

 

 

2018

 

 

2017

 

 

 

CAD

 

 

EUR

 

 

USD

 

 

CAD

 

Notional amounts at January 1

 

$

271

 

 

$

-

 

 

$

-

 

 

$

271

 

New contracts (1)

 

 

-

 

 

 

500

 

 

 

300

 

 

 

-

 

Matured, expired or settled contracts (2)

 

 

(271

)

 

 

-

 

 

 

(300

)

 

 

-

 

Notional amounts at June 30

 

$

-

 

 

$

500

 

 

$

-

 

 

$

271

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

During the six months ended June 30, 2018, we entered into two interest rate swap contracts with an aggregated notional amount of €400.0 million ($499.7 million) to effectively fix the interest rate on our senior notes bearing a floating rate of Euribor plus 0.25% issued in January 2018.

 

(2)

During the six months ended June 30, 2018, we repaid CAD 201.4 million ($158.9 million) on our 2015 Canadian Term Loan, leaving CAD 170.5 million ($128.7 million at June 30, 2018) outstanding. At that time, we settled the interest rate swap contracts related to the 2015 Canadian Term Loan as we determined at that time it was no longer probable that we would continue to have the future cash flows as originally hedged. As a result, the $12.5 million gain in Accumulated Other Comprehensive Income (Loss) “AOCI/L” at the time of settlement was reclassified to Interest Expense during the first quarter of 2018.

 

During the six months ended June 30, 2018 and 2017, we had no losses due to hedge ineffectiveness.

 

Designated Nonderivative Financial Instruments

 

The following table summarizes our debt, net of accrued interest, designated as a nonderivative financial instrument to hedge our net investment in international subsidiaries (in millions):

 

 

 

June 30, 2018

 

 

December 31, 2017

 

British pound sterling

 

$

267

 

 

$

436

 

Euro

 

$

3,550

 

 

$

3,620

 

 

We recognized unrealized gains of $64.6 million and $40.3 million in Foreign Currency and Derivative Losses, Net on the unhedged portion of our debt, net of accrued interest, for the three and six months ended June 30, 2018, respectively. We recognized unrealized losses of $7.2 million and $11.3 million for the three and six months ended June 30, 2017, respectively.

 

Other Comprehensive Income (Loss)

 

The change in Other Comprehensive Income (Loss) in the Consolidated Statements of Comprehensive Income during the periods presented is due to the translation into U.S. dollars on consolidation of the financial statements of our consolidated subsidiaries whose functional currency is not the U.S. dollar. The change in fair value of the effective portion of our derivative financial instruments that have been designated as net investment hedges and cash flow hedges and the translation of our nonderivative financial instruments as discussed above are also included in Other Comprehensive Income (Loss).

 

21

 


 

The following table presents these changes in Other Comprehensive Income (Loss) (in thousands):

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net investment hedges

 

$

1,740

 

 

$

7,197

 

 

$

4,833

 

 

$

9,491

 

Nonderivative financial instruments

 

 

223,739

 

 

 

(229,666

)

 

 

113,862

 

 

 

(274,192

)

Cumulative translation adjustment

 

 

(373,292

)

 

 

225,631

 

 

 

(261,738

)

 

 

307,530

 

Total foreign currency translation gains (losses), net

 

$

(147,813

)

 

$

3,162

 

 

$

(143,043

)

 

$

42,829

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash flow hedges (1)

 

$

963

 

 

$

4,559

 

 

$

(8,322

)

 

$

4,988

 

Our share of derivatives from unconsolidated co-investment ventures

 

 

1,168

 

 

 

2,176

 

 

 

4,166

 

 

 

4,378

 

Total unrealized gains (losses) on derivative contracts, net

 

$

2,131

 

 

$

6,735

 

 

$

(4,156

)

 

$

9,366

 

Total change in other comprehensive income (loss)

 

$

(145,682

)

 

$

9,897

 

 

$

(147,199

)

 

$

52,195

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

We estimate an additional expense of $4.2 million will be reclassified to Interest Expense over the next 12 months from June 30, 2018, due to the amortization of previously settled derivatives designated as cash flow hedges.

 

Fair Value Measurements

 

There have been no significant changes in our policy from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017.

 

Fair Value Measurements on a Recurring Basis

 

At June 30, 2018, and December 31, 2017, other than the derivatives discussed previously, we did not have any significant financial assets or financial liabilities that were measured at fair value on a recurring basis in the Consolidated Financial Statements. All of our derivatives held at June 30, 2018, and December 31, 2017, were classified as Level 2 of the fair value hierarchy.

 

Fair Value Measurements on Nonrecurring Basis

 

Acquired properties and assets we expect to sell or contribute met the criteria to be measured on a nonrecurring basis at fair value and the lower of their carrying amount or their estimated fair value less the costs to sell, respectively, at June 30, 2018 and December 31, 2017. At June 30, 2018 and December 31, 2017, we estimate the fair value of our properties using Level 2 or Level 3 inputs from the fair value hierarchy. See more information on our acquired properties and assets held for sale or contribution in Notes 2 and 4, respectively.

 

Fair Value of Financial Instruments

 

At June 30, 2018, and December 31, 2017, the carrying amounts of certain financial instruments, including cash and cash equivalents, accounts and notes receivable, accounts payable and accrued expenses were representative of their fair values.

 

The differences in the fair value of our debt from the carrying value in the table below were the result of differences in interest rates or borrowing spreads that were available to us at June 30, 2018 and December 31, 2017, as compared with those in effect when the debt was issued or assumed, including reduced borrowing spreads due to our improved credit ratings. The senior notes and many of the issuances of secured mortgages contain pre-payment penalties or yield maintenance provisions that could make the cost of refinancing the debt at lower rates exceed the benefit that would be derived from doing so.

 

The following table reflects the carrying amounts and estimated fair values of our debt (in thousands):

 

 

 

June 30, 2018

 

 

December 31, 2017

 

 

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

Credit Facilities

 

$

11,658

 

 

$

11,660

 

 

$

317,392

 

 

$

317,496

 

Senior notes

 

 

7,102,381

 

 

 

7,447,585

 

 

 

6,067,277

 

 

 

6,537,100

 

Term loans and unsecured other

 

 

1,415,661

 

 

 

1,431,793

 

 

 

2,060,491

 

 

 

2,075,002

 

Secured mortgages

 

 

897,424

 

 

 

937,205

 

 

 

967,471

 

 

 

1,026,197

 

Total

 

$

9,427,124

 

 

$

9,828,243

 

 

$

9,412,631

 

 

$

9,955,795

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22

 


 

NOTE 10. BUSINESS SEGMENTS

 

Our current business strategy consists of two operating segments: Real Estate Operations and Strategic Capital. We generate revenues, net operating income, earnings and cash flows through our segments, as follows:

 

Real Estate Operations. This operating segment represents the ownership and development of operating properties and is the largest component of our revenues and earnings. We collect rent from our customers through operating leases, including reimbursements for the majority of our property operating costs. Each operating property is considered to be an individual operating segment with similar economic characteristics; these properties are combined within the reportable business segment based on geographic location. Our Real Estate Operations segment also includes development activities that lead to rental operations, including land held for development and properties currently under development. Within this line of business, we utilize the following: (i) our land bank; (ii) the development expertise of our local teams; and (iii) our customer relationships. Land we own and lease to customers under ground leases is also included in this segment.

 

Strategic Capital. This operating segment represents the management of unconsolidated co-investment ventures. We generate strategic capital revenues primarily from our unconsolidated co-investment ventures through asset and property management services and we earn additional revenues by providing leasing, acquisition, construction, development, financing, legal and disposition services. Depending on the structure of the venture and the returns provided to our partners, we also earn revenues through promotes periodically during the life of a venture or upon liquidation. Each unconsolidated co-investment venture we manage is considered to be an individual operating segment with similar economic characteristics; these ventures are combined within the reportable business segment based on geographic location.

 

Reconciliations are presented below for: (i) each reportable business segment’s revenues from external customers to Total Revenues; (ii) each reportable business segment’s net operating income from external customers to Operating Income and Earnings Before Income Taxes; and (iii) each reportable business segment’s assets to Total Assets. Our chief operating decision makers rely primarily on net operating income and similar measures to make decisions about allocating resources and assessing segment performance. The applicable components of Total Revenues, Operating Income, Earnings Before Income Taxes and Total Assets are allocated to each reportable business segment’s revenues, net operating income and assets. Items that are not directly assignable to a segment, such as certain corporate income and expenses, are not allocated but reflected as reconciling items. The following reconciliations are presented in thousands:

23

 


 

 

 

 

Three Months Ended

June 30,

 

 

Six Months Ended

June 30,

 

 

 

 

2018

 

 

 

2017

 

 

 

2018

 

 

 

2017

 

Segment revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate operations segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

$

491,051

 

 

$

529,841

 

 

$

990,308

 

 

$

1,053,988

 

Other Americas

 

 

29,948

 

 

 

16,444

 

 

 

60,379

 

 

 

31,533

 

Europe

 

 

12,908

 

 

 

22,076

 

 

 

30,110

 

 

 

40,307

 

Asia

 

 

11,672

 

 

 

17,168

 

 

 

25,477

 

 

 

31,811

 

Total real estate operations segment

 

 

545,579

 

 

 

585,529

 

 

 

1,106,274

 

 

 

1,157,639

 

Strategic capital segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S.

 

 

17,905

 

 

 

130,677

 

 

 

33,974

 

 

 

142,585

 

Other Americas

 

 

12,256

 

 

 

9,864

 

 

 

18,409

 

 

 

15,915

 

Europe

 

 

28,488

 

 

 

25,973

 

 

 

67,305

 

 

 

52,235

 

Asia

 

 

17,048

 

 

 

14,140

 

 

 

88,970

 

 

 

26,964

 

Total strategic capital segment

 

 

75,697

 

 

 

180,654

 

 

 

208,658

 

 

 

237,699

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total segment revenues

 

 

621,276

 

 

 

766,183

 

 

 

1,314,932

 

 

 

1,395,338

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Segment net operating income:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate operations segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. (1)

 

 

367,935

 

 

 

396,274

 

 

 

737,299

 

 

 

780,374

 

Other Americas

 

 

22,488

 

 

 

10,384

 

 

 

45,411

 

 

 

20,366

 

Europe

 

 

8,693

 

 

 

16,401

 

 

 

21,152

 

 

 

29,259

 

Asia

 

 

8,619

 

 

 

11,767

 

 

 

18,388

 

 

 

21,675

 

Total real estate operations segment

 

 

407,735

 

 

 

434,826

 

 

 

822,250

 

 

 

851,674

 

Strategic capital segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. (1)

 

 

5,893

 

 

 

99,668

 

 

 

1,657

 

 

 

101,607

 

Other Americas

 

 

9,032

 

 

 

7,587

 

 

 

11,939

 

 

 

10,732

 

Europe

 

 

19,382

 

 

 

16,342

 

 

 

47,045

 

 

 

32,732

 

Asia

 

 

6,540

 

 

 

5,071

 

 

 

69,307

 

 

 

8,843

 

Total strategic capital segment

 

 

40,847

 

 

 

128,668

 

 

 

129,948

 

 

 

153,914

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total segment net operating income

 

 

448,582

 

 

 

563,494

 

 

 

952,198

 

 

 

1,005,588

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reconciling items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses

 

 

57,615

 

 

 

60,077

 

 

 

120,043

 

 

 

113,694

 

Depreciation and amortization expenses

 

 

203,673

 

 

 

228,145

 

 

 

407,754

 

 

 

454,736

 

Operating income

 

 

187,294

 

 

 

275,272

 

 

 

424,401

 

 

 

437,158

 

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

)

Earnings before income taxes

 

$

379,095

 

 

$

302,761

 

 

$

787,606

 

 

$

533,050

 

 

 

24

 


 

 

 

June 30,

2018

 

 

December 31,

2017

 

Segment assets:

 

 

 

 

 

 

 

 

Real estate operations segment:

 

 

 

 

 

 

 

 

U.S.

 

$

18,807,476

 

 

$

19,058,610

 

Other Americas

 

 

1,618,701

 

 

 

1,767,385

 

Europe

 

 

970,749

 

 

 

1,008,340

 

Asia

 

 

1,023,036

 

 

 

1,083,764

 

Total real estate operations segment

 

 

22,419,962

 

 

 

22,918,099

 

Strategic capital segment:

 

 

 

 

 

 

 

 

U.S.

 

 

16,438

 

 

 

16,818

 

Europe

 

 

25,280

 

 

 

25,280

 

Asia

 

 

341

 

 

 

544

 

Total strategic capital segment

 

 

42,059

 

 

 

42,642

 

Total segment assets

 

 

22,462,021

 

 

 

22,960,741

 

 

 

 

 

 

 

 

 

 

Reconciling items:

 

 

 

 

 

 

 

 

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

 

Cash and cash equivalents

 

 

527,830

 

 

 

447,046

 

Other assets

 

 

205,862

 

 

 

200,518

 

Total reconciling items

 

 

7,040,861

 

 

 

6,520,334

 

Total assets

 

$

29,502,882

 

 

$

29,481,075

 

 

(1)

This includes compensation and personnel costs for employees who were located in the U.S. but also support other regions.

 

NOTE 11. SUPPLEMENTAL CASH FLOW INFORMATION

 

Our significant noncash investing and financing activities for the six months ended June 30, 2018 and 2017 included the following:

 

We capitalized $14.1 million and $14.0 million in 2018 and 2017, respectively, of equity-based compensation expense resulting from our development and leasing activities.

 

We received $105.4 million and $22.8 million in 2018 and 2017, respectively, of ownership interests in certain unconsolidated co-investment ventures as a portion of our proceeds from the contribution of properties to these entities, as disclosed in Note 2.

 

We formed a consolidated joint venture into which our partner contributed $11.8 million of land in 2018.

 

We issued 0.7 million shares in 2017 of the Parent’s common stock upon redemption of an equal number of common limited partnership units in the OP.

 

We received a $19.5 million note backed by real estate in exchange for the disposition of real estate in 2017.

 

We paid $154.4 million and $188.1 million for interest, net of amounts capitalized, for the six months ended June 30, 2018 and 2017, respectively.

 

We paid $32.3 million and $23.6 million for income taxes, net of refunds, for the six months ended June 30, 2018 and 2017, respectively.

 

NOTE 12. SUBSEQUENT EVENTS

 

Senior Notes. In July 2018, we issued senior notes through our Euro Finance Subsidiary.

 

Guarantee of Finance Subsidiary Debt. On August 7, 2018, we formed a finance subsidiary as part of our Japanese operations, Prologis Yen Finance LLC (“Yen Finance Subsidiary”), that is 100% indirectly owned by the OP. All unsecured debt issued by the Yen Finance Subsidiary will be fully and unconditionally guaranteed by the OP. There are no restrictions or limits on the OP’s ability to obtain funds from its subsidiaries by dividend or loan. In reliance on Rule 3-10 of Regulation S-X, the separate financial statements of the Yen Finance Subsidiary are not provided.

 

DCT Merger. On August 22, 2018, DCT Industrial Trust Inc. (“DCT Inc.”) merged with and into Prologis, Inc., with Prologis, Inc. surviving the merger (the “Company Merger”) and immediately prior to the effective time of the Company Merger, DCT Industrial Operating Partnership LP (“DCT OP”) merged with and into the Prologis OP, with the Prologis OP surviving the merger (the

25

 


 

“Partnership Merger” and, together with the Company Merger, the “Mergers”). The purchase price consideration for the Mergers was $8.5 billion in a stock-for-stock transaction, including the assumption of debt, and was based on the closing price of Prologis common stock on August 21, 2018. Under the terms of the Merger Agreement, at the effective time of the Company Merger, each issued and outstanding share of DCT common stock was converted automatically into 1.02 shares of Prologis common stock and immediately prior to the effective time of the Company Merger, each issued and outstanding common unit of DCT OP was converted automatically into 1.02 common units of Prologis OP. After consideration of all applicable factors pursuant to the business combination accounting rules, we concluded the Mergers will be treated as an asset acquisition and as a result the transaction costs will be capitalized to the basis of the acquired properties.

 

In connection with the Mergers, on July 2, 2018, DCT Inc., DCT OP, DCT’s board of directors (the “DCT Board”), Prologis, Inc., and Prologis OP were sued in a putative class action lawsuit, the Rosenblatt Action, filed in the United States District Court for the District of Colorado, in connection with the Mergers and the related Form S-4. The complaint in the Rosenblatt Action alleges that DCT Inc., DCT OP, the DCT Board, Prologis, Inc., and Prologis OP violated federal securities laws by omitting material information from the Form S-4, rendering the Form S-4 materially deficient. On July 10, 2018, DCT Inc., DCT OP and the DCT Board were sued in another putative class action lawsuit, the Bushansky Action, also filed in the United States District Court for the District of Colorado, and also in connection with the Mergers and the related Form S-4. On July 13, 2018, DCT Inc., DCT OP and the DCT Board were sued in a third putative class action lawsuit, the Aiken Action, filed in the United States District Court for the District of Maryland, also in connection with the Mergers and the related Form S-4. The complaints in the Bushansky Action and the Aiken Action allege that DCT Inc., DCT OP and the DCT Board violated federal securities laws by omitting from the Form S-4, and/or misrepresenting in the Form S-4, material information, rendering the Form S-4 materially deficient. In all three actions, the plaintiffs seek, among other things, (i) to enjoin the transaction (or rescind it to the extent it is completed), and (ii) attorneys' fees and costs in connection with these lawsuits.

 

Although the ultimate outcome of litigation cannot be predicted with certainty, we believe that these lawsuits are without merit and intend to defend against these actions vigorously.

 


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Stockholders and Board of Directors
Prologis, Inc.:

Results of Review of Interim Financial Information

 

We have reviewed the consolidated balance sheet of Prologis, Inc. and subsidiaries (the Company) as of June 30, 2018, the related consolidated statements of income, and consolidated statements of  comprehensive income for the three-month and six-month periods ended June 30, 2018 and 2017, the related consolidated statement of equity for the six-month period ended June 30, 2018, the related consolidated statements of cash flows for the six-month periods ended June 30, 2018 and 2017, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.

 

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2017, and the related consolidated statements of income, comprehensive income, equity, and cash flows for the year then ended (not presented herein); and in our report dated February 15, 2018, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2017, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

Basis for Review Results

 

This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ KPMG LLP

Denver, Colorado
July 23, 2018, except for the subsequent events described in Note 12 to the consolidated interim financial information, as to which the date is August 24, 2018.

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Partners
Prologis, L.P.:

Results of Review of Interim Financial Information

 

We have reviewed the consolidated balance sheet of Prologis, L.P. and subsidiaries (the Operating Partnership) as of June 30, 2018, the related consolidated statements of income, and consolidated statements of comprehensive income for the three-month and six-month periods ended June 30, 2018 and 2017, the related consolidated statement of capital for the six-month period ended June 30, 2018, the related consolidated statements of cash flows for the six-month periods ended June 30, 2018 and 2017, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.

 

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Operating Partnership as of December 31, 2017, and the related consolidated statements of income, comprehensive income, capital, and cash flows for the year then ended (not presented herein); and in our report dated February 15, 2018, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2017, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

 

Basis for Review Results

 

This consolidated interim financial information is the responsibility of the Operating Partnership’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ KPMG LLP

Denver, Colorado
July 23, 2018, except for the subsequent events described in Note 12 to the consolidated interim financial information, as to which the date is August 24, 2018.

 

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