Unconsolidated Investees

12 Months Ended

Dec. 31, 2011

Unconsolidated Investees [Abstract]

Unconsolidated Investees

6. Unconsolidated Investees

We have investments in entities through a variety of ventures. We co-invest in properties with multiple private capital investors where we provide asset and property management services. We refer to these investments as co-investment ventures. Our ownership interest in these entities generally ranges from 10-50%. These entities may be consolidated or unconsolidated, depending on the structure, our partner’s rights and participation and our level of control of the entity. This Note details our unconsolidated co-investment ventures. See Note 13 for more detail regarding our consolidated investments.

We also have investments in joint ventures, generally with one partner and that we do not manage. We refer to our investments in the entities accounted for on the equity method, both unconsolidated co-investment ventures and joint ventures as unconsolidated investees.

Our investments in and advances to our unconsolidated investees, are summarized below (in thousands):

	December 31, 2011		December 31, 2010
Unconsolidated co-investment ventures	$	2,471,179	$	1,890,016
Other joint ventures		386,576		134,645
Totals	$	2,857,755	$	2,024,661

Unconsolidated Co-Investment Ventures

As of December 31, 2011 we had investments in and managed 15 unconsolidated co-investment ventures (also referred to as property funds) that own portfolios of operating industrial properties and may also develop properties. Private capital revenue includes revenues we earn for the management services we provide to unconsolidated investees and certain third parties. These fees are recognized as earned and may include property and asset management fees or transactional fees for leasing, acquisition, construction, financing, legal and tax services. We may also earn promote payments based on the third party investor returns over time. We may also earn fees for services provided to develop a building within the co-investment venture. These are reflected as Development management and other income in the Consolidated Statements of Operations.

Summarized information regarding our investments in the co-investment ventures for the years ended December 31 is as follows (in thousands):

	2011		2010		2009
Earnings (loss) from unconsolidated co-investment ventures:
Americas	$	22,709	$	(13,243)	$	(12,085	)
Europe		25,709		28,024		33,141
Asia		908		(4,233)		3,852
Total earnings (loss) from unconsolidated co-investment ventures, net	$	49,326	$	10,548	$	24,908
Private capital revenue and other income:
Americas	$	67,293	$	61,159	$	65,613
Europe		45,758		54,834		50,814
Asia		14,149		758		2,542
Total private capital revenue		127,200		116,751		118,969
Development management and other income - Europe		5,943		7,413		-
Total	$	133,143	$	124,164	$	118,969

Private capital revenues include fees and incentives we earn for services provided to our unconsolidated co-investment ventures (shown above), as well as fees earned from other investees and third parties of $10.4 million, $5.8 million and $26.0 million during 2011, 2010 and 2009, respectively. Included in the 2009 amount are property management fees we earned after we sold our investment in the funds and a termination fee of $16.3 million.

Information about our investments in the co-investment ventures is as follows (dollars in thousands):

	December 31,
	Number of properties owned		Square feet (in millions)		Ownership Percentage						Investment in and Advances to (1)
Co-Investment Venture	2011		2011		2011			2010			2011		2010
Prologis California (Prologis California I LLC) (2)		80		14.2		50.0	%		50.0	%	$	83,994	$	91,088
Prologis North American Properties Fund I (Prologis North American Properties Fund I LLC) (2)(3)		22		6.2		41.3	%		41.3	%		33,194		40,572
Prologis North American Properties Fund XI (KPJV, LLP) (2)		12		3.6		20.0	%		20.0	%		29,868		30,274
Prologis North American Industrial Fund (4)		254		48.9		23.1	%		23.1	%		219,160		234,172
Prologis North American Industrial Fund II (“NAIF II”) (Prologis NA2 LP) (2)(5)		137		34.2		37.0	%		37.0	%		335,397		354,407
Prologis North American Industrial Fund III (Prologis NA3 LP) (2)(6)		119		24.7		20.0	%		20.0	%		26,066		132,282
Prologis Targeted U.S. Logistics Fund (“USLF”) (Prologis U.S. Logistics Fund, LP) (7)(8)		345		41.9		27.5	%		-			665,594		-
Prologis Mexico Industrial Fund (Prologis MX Fund LP) (9)		73		9.5		20.0	%		20.0	%		52,243		53,574
Prologis SGP Mexico (Prologis-SGP Mexico, LLC) (2)(7)		25		6.4		21.6	%		-			36,794		-
Prologis Brazil Logistics Partners Fund and related joint ventures (“Prologis Brazil Fund”) (7)(10)		3		0.9		50.0	%		-			113,985		-
Prologis European Properties (“PEPR”) (11)		-		-		-			33.1	%		-		496,946
Prologis European Properties Fund II (“PEPF II”) (12)		217		54.8		29.7	%		29.7	%		404,298		439,985
Prologis Targeted Europe Logistics Fund (“PTELF”) (Prologis Europe Logistics Fund, FCP-FIS) (7)(13)		75		11.9		31.5	%		-			245,859		-
Prologis Europe Logistics Venture 1 (Prologis Europe Logistics JV, FCP-FIS) (2)(7)(14)		2		0.4		15.0	%		-			11,853		-
Prologis Japan Fund 1 (Prologis Japan Fund I, LP) (7)(15)		27		7.3		20.0	%		-			180,999		-
Prologis China Logistics Venture 1 (Prologis China Logistics Venture I, LP) (2)(7)(16)		12		2.9		15.0	%		-			31,875		-
ProLogis Korea Fund (ProLogis Korea Properties Trust) (17)		-		-		-			20.0	%		-		16,716
Totals		1,403		267.8							$	2,471,179	$	1,890,016

(1) Investments at December 31, 2011 include those acquired in connection with the Merger, offset by the removal of PEPR, which was an unconsolidated co-investment venture and is now reflected on a consolidated basis (see Note 3 for more details).

(2) We have one partner in each of these co-investment ventures.

(3) During 2011, the co-investment venture disposed of 13 properties for a gain of $33.6 million.

(4) We refer to the combined entities in which we have an ownership interest with ten institutional investors as one co-investment venture named Prologis North American Industrial Fund. Our ownership percentage is based on our levels of ownership interest in these different entities. During 2011, the venture disposed of 4 properties for a loss of $7.8 million.

(5) During the fourth quarter of 2011, this venture sold 8 properties to one of our consolidated ventures for a loss of $16.5 million. In February 2012, we acquired our partner’s interest in this venture and as a result we own 100% of this venture and will report this entity on a consolidated basis starting in 2012. For additional information on this transaction see Note 25.

(6) During the second quarter of 2011, we recorded an impairment charge of $97.0 million. Based on the duration of time that the value of our investment had been less than carrying value and the lack of recovery as compared to our other real estate investments, we no longer believed the decline to be temporary. We estimated the fair value of the real estate based on Level 3 inputs.

(7) This venture was acquired in connection with the Merger.

(8) We have an ownership interest in this co-investment venture along with numerous third party investors. During the fourth quarter of 2011, we contributed 40 buildings comprising 4.2 million square feet for proceeds of $316.0 million to this venture.

(9) We refer to the combined entities in which we have ownership interests as one co-investment venture named Prologis Mexico Industrial Fund, which was formed with several institutional investors.

(10) We have a 50% ownership interest in and consolidate an entity that in turn owns 50% of several entities that are accounted for on the equity method (the “Brazil Fund”). The Brazil Fund develops industrial properties in Brazil. During the fourth quarter of 2011, the Brazil Fund sold 90% of three properties to a third party and retained a 10% ownership interest in the properties (“Brazil JVs”). Therefore, we effectively own 25% of the Brazil Fund and 2.5% of the operating properties in the Brazil JVs. We refer to the combined entities as the Prologis Brazil Fund.

(11) PEPR is a public company that trades on the Euronext Amsterdam stock exchange. In the second quarter of 2011, we obtained a controlling interest in and began consolidating PEPR (see Note 3 for more details).

(12) We have an ownership interest in this venture along with numerous third party investors. In 2011, we contributed nine properties totaling 2.3 million square feet for proceeds of $189.1 million to this venture.

(13) We have an ownership interest in this venture along with 22 third party investors. In October 2011 this venture obtained an additional €82 million (approximately $110.3 million) of equity commitments from third party investors in order to acquire properties from us. In the fourth quarter of 2011, we contributed four properties totaling 0.7 million square feet for proceeds of $77.8 million to this venture. We did not receive any ownership interest as part of the proceeds, which reduced our ownership in the venture.

(14) In the fourth quarter of 2011, this venture acquired two properties from a third party for $66.3 million. The venture called €60.6 million ($81.9 million) of capital, of which €9.1 million ($11.8 million) was our share, in order to fund this acquisition.

(15) We have an ownership interest with this venture along with various third party investors.

(16) During the third quarter of 2011, we contributed four properties totaling 0.6 million square feet for proceeds of $7.9 million to this venture.

(17) In July 2011, we sold our 20 percent interest to our partner.

To the extent an unconsolidated investee acquires properties from a third party or requires cash to retire debt or has other cash needs, we may be required or agree to contribute our proportionate share of the equity component in cash to the unconsolidated investee.

Equity Commitments Related to Certain Unconsolidated Co-Investment Ventures

Certain unconsolidated co-investment ventures have equity commitments from us and our venture partners. We may fulfill our equity commitment through contributions of properties or cash. Our venture partners fulfill their equity commitment with cash. We are committed to offer to contribute certain properties that we develop and stabilize in select markets in Europe and Mexico to certain ventures. These ventures are committed to acquire such properties, subject to certain exceptions, including that the properties meet certain specified leasing and other criteria, and that the ventures have available capital. We are not obligated to contribute properties at a loss. Depending on market conditions, the investment objectives of the ventures, our liquidity needs and other factors, we may make contributions of properties to these ventures through the remaining commitment period.

The following table is a summary of remaining equity commitments as of December 31, 2011 (in millions):

	Equity commitments		Expiration date for remaining commitments
Prologis SGP Mexico (1)
Prologis	$	24.6	(2)
Fund Partner	$	98.1
Prologis Europe Logistics Venture 1 (2)
Prologis	$	79.5	February 2014
Fund Partner	$	450.9
Prologis China Logistics Venture 1
Prologis	$	71.0	March 2015
Fund Partner	$	402.1
Total
Prologis	$	175.0
Fund Partners	$	951.0

(1) These equity commitments will be called only to pay outstanding debt of the venture. The debt is due in the third quarter of 2012, with an option to extend until the third quarter of 2013.

(2) Equity commitments are denominated in euro and reported above in U.S. dollars.

In addition to the co-investment ventures listed above, we obtained additional equity commitments of €82 million (approximately $110.3 million) from our partners in October 2011 in an unconsolidated property fund, PTELF. This equity was called in October 2011 to cover the acquisition of properties from us. One of our unconsolidated co-investment ventures, USLF, used its remaining equity commitments from our fund partners in the fourth quarter of 2011 to cover the acquisition of 40 properties from us.

Summarized financial information of the co-investment ventures (for the entire entity, not our proportionate share, but based on our basis, which was adjusted to fair value at Merger) and our investment in such ventures is presented below (dollars in millions):

		000000			000000			000000			000000
2011      (1)	Americas			Europe			Asia			Total
Revenues	$	871.8		$	600.1		$	95.5		$	1,567.4
Net earnings (loss) (2)	$	(23.8)		$	73.6		$	(0.5)		$	49.3
Total assets	$	12,236.0		$	6,211.8		$	2,245.1		$	20,692.9
Amounts due to us (3)	$	96.7		$	8.1		$	9.3		$	114.1
Third party debt (4)	$	5,952.8		$	2,275.8		$	1,061.4		$	9,290.0
Total liabilities	$	6,386.4		$	2,758.9		$	1,174.0		$	10,319.3
Noncontrolling interest	$	(35.9)		$	6.2		$	-		$	(29.7)
Fund partners’ equity	$	5,885.5		$	3,446.7		$	1,071.1		$	10,403.3
Our weighted average ownership (5)		28.2	%		29.9	%		19.4	%		27.9	%
Our investment balance (6)	$	1,596.3		$	662.0		$	212.9		$	2,471.2
Deferred gains, net of amortization (7)	$	227.6		$	191.0		$	0.1		$	418.7
2010	Americas			Europe			Asia			Total
Revenues	$	780.9		$	723.3		$	11.4		$	1,515.6
Net earnings (loss) (2)	$	(108.3)		$	48.3		$	(21.2)		$	(81.2)
Total assets	$	8,082.2		$	8,176.7		$	127.3		$	16,386.2
Amounts due to us (3)	$	117.3		$	(5.9)		$	0.2		$	111.6
Third party debt (4)	$	4,196.2		$	3,476.8		$	49.2		$	7,722.2
Total liabilities	$	4,529.8		$	4,131.7		$	52.9		$	8,714.4
Noncontrolling interest	$	-		$	5.9		$	-		$	5.9
Fund partners’ equity	$	3,552.4		$	4,039.1		$	74.4		$	7,665.9
Our weighted average ownership (5)		28.5	%		31.3	%		20.0	%		29.8	%
Our investment balance (6)	$	936.4		$	936.9		$	16.7		$	1,890.0
Deferred gains, net of amortization (7)	$	235.1		$	297.1		$	-		$	532.2

(1) Amounts presented for 2011 reflect the acquisition of seven ventures in the Merger, offset by PEPR, which is now consolidated and the sale of our interest in the Korea Fund. Amounts include approximately seven months of activity in 2011 from the investments acquired through the Merger and five and six months of activity for PEPR and the Korea Fund, respectively.

(2) Included in 2011 net earnings (loss) is a gain of $33.6 million for the Americas from the disposition of 13 properties by one venture offset by a loss of $16.5 million from the disposition of eight properties from another venture. Included in the net earnings (loss) in Europe is a gain of $6.4 million from the acquisition of a property by one of our co-investment ventures. Also included in net earnings (loss) in Americas is a loss of $20.3 million for the year ended December 31, 2010 due to the impairment of two operating buildings in two of the ventures. A loss of $24.8 million is included in net earnings (loss) in Asia for the year ended December 31, 2010 in Korea due to impairment of several operating buildings.

In 2010, one of the Americas co-investment ventures and one of the Europe co-investment ventures, were parties to interest rate forward swap contracts that no longer met the requirements for hedge accounting. Therefore, the change in fair value of these contracts was recognized in earnings. During 2010, these ventures settled their outstanding contracts. As a result, included in net earnings (loss) from Americas is a net loss of $35.0 million for the year ended December 31, 2010. Included in net earnings (loss) for Europe is a net loss of $8.9 million for the year ended December 31, 2010. All derivatives were settled in 2010; therefore, there is no impact in 2011.

(3) As of December 31, 2011, we had notes receivable aggregating $41.2 million from Prologis North American Industrial Fund III ($21.4 million) and Prologis SGP Mexico ($19.8 million). As of December 31, 2010, we had a note receivable aggregating $21.4 million from Prologis North American Industrial Fund III. In February 2012, this loan payable to us and loans from Prologis North American Industrial Fund III payable to our partner were restructured into equity according to our ownership percentages. The remaining amounts represent current balances from services provided by us to the property funds.

(4) As of December 31, 2011 and December 31, 2010, we had guaranteed $6.9 million of the third party debt of certain unconsolidated ventures. We had pledged properties included in our Real Estate Operations segment with an undepreciated cost of approximately $277.0 million, to serve as additional collateral for the secured mortgage loan of NAIF II payable to an affiliate of our fund partner. In connection with the acquisition of our partner’s interest in February 2012, we repaid this loan and these assets are no longer pledged.

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

(6) The difference between our ownership interest of the venture’s equity and our investment balance results principally from three types of transactions: (i) deferring a portion of the gains we recognize from a contribution of one of our properties to the venture (see next footnote); (ii) recording additional costs associated with our investment in the venture; and (iii) advances to the venture.

(7) This amount is recorded as a reduction to our investment and represents the gains that were deferred when we contributed a property to a venture due to our continuing ownership in the property.

Other joint ventures

We also have investments in joint ventures, generally with one partner and that we do not manage. In connection with the Merger, we acquired several investments in other joint ventures that own real estate properties, perform development activity and hold a mortgage debt investment. During 2011, 2010 and 2009, we had investments in entities that owned non-core properties, which were disposed of in late 2010 and in the first half of 2011. The amounts we have recognized as our proportionate share of the earnings from our investments in these entities are summarized as follows (in thousands):

	Years Ended December 31,
	2011		2010		2009
Americas	$	5,239	$	6,502	$	2,814
Europe		2,161		4,861		337
Asia		3,209		1,767		-
Total earnings from other unconsolidated investees	$	10,609	$	13,130	$	3,151

Our investments in and advances to these entities are as follows (in thousands):

	December 31,
	2011		2010
Americas (1)	$	305,352	$	17,508
Europe (2)		50,474		49,857
Asia (3)		30,750		67,280
Total	$	386,576	$	134,645

(1) Investments at December 31, 2011 include $287.4 million acquired in connection with the Merger. See Note 3 for more details.

(2) In 2011, we sold an entity in an investment that was not directly associated with a segment. As a result, we recognized a gain of $2.7 million that included the recovery of goodwill of $7.5 million.

(3) In April 2011, we acquired the remaining interest in a joint venture that owned one property in Japan. As a result we marked our investment to fair value, resulting in a gain of $13.5 million, and we now report the property on a consolidated basis.