Debt

12 Months Ended

Dec. 31, 2011

Debt [Abstract]

Debt

9. Debt

All debt is held directly or indirectly by the Operating Partnership. The REIT itself does not have any indebtedness, but guarantees the unsecured debt of the Operating Partnership. Generally, unsecured debt, including the credit facilities, senior notes, exchangeable senior notes, and unsecured term loans, are issued by the Operating Partnership or other wholly owned subsidiaries and guaranteed by the REIT. We generally do not guarantee the debt issued by consolidated subsidiaries in which we own less than 100%.

Our debt consisted of the following as of December 31 (dollars in thousands):

	2011				2010
	Weighted Average Interest Rate (1)		Amount Outstanding (1)		Weighted Average Interest Rate		Amount Outstanding
Credit facilities		2.17 %	$	936,796		3.53 %	$	520,141
Senior notes (2)		6.30 %		4,772,607		6.63 %		3,195,724
Exchangeable senior notes (3)		4.82 %		1,315,448		4.90 %		1,521,568
Secured mortgage debt (4)		4.71 %		1,725,773		5.67 %		1,249,729
Secured mortgage debt of consolidated investees (5)		4.54 %		1,468,637		-		-
Other debt of consolidated investees (6)		5.30 %		775,763		-		-
Other debt (7)		2.44 %		387,384		6.48 %		18,867
Totals		5.12  %	$	11,382,408		5.79  %	$	6,506,029

(1) Included in the balances at December 31, 2011 was debt assumed in connection with the Merger and PEPR Acquisition (see Note 3 for more details). The weighted average interest rate represents the interest rate including amortization of related premiums/discounts. Includes $3.95 billion of principal borrowings denominated in non-U.S. dollars [euro ($2.09 billion), Japanese yen ($1.41 billion), British pound sterling ($0.43 billion) and Singapore dollar ($0.02 billion)].

(2) Notes are due April 2012 to July 2020 and interest rates range from 3.25% to 9.34%. The balance at December, 31, 2011 includes $1.7 billion of senior notes acquired in the Merger.

(3) Interest rates range from 3.25% to 5.86% and include the impact of amortization of the non-cash discount related to these notes. The weighted average coupon interest rate was 2.6% as of December 31, 2011 and 2010. See below for more detail on these notes.

(4) Debt is due April 2012 to May 2025 and interest rates range from 1.37% to 7.58%. The debt is secured by 219 real estate properties with an aggregate undepreciated cost of $4.2 billion at December 31, 2011. The balance at December 31, 2011 includes $205.0 million of secured mortgage debt acquired in the Merger.

(5) Debt is due February 2012 to November 2022 and interest rates range from 1.73% to 7.20%. This debt was assumed in connection with the Merger and acquisition of PEPR. The debt is secured by 231 real estate properties with an aggregate undepreciated cost of $3.2 billion at December 31, 2011.

(6) This debt was recorded in connection with the Merger and acquisition of PEPR. As of December 31, 2011, the balance includes $54.6 million on a $60 million credit facility obtained by a consolidated investee that matures September 2012 and is expected to be extended for one year, €427.6 million ($559.1 million at December 31, 2011) of PEPR Eurobonds that mature October 2014 and €123.9 million ($162.1 million at December 31, 2011) of unsecured credit facilities that mature December 2012 and was paid with proceeds from a portfolio disposition in January 2012. Interest rates on these debt agreements range from 2.41% to 5.88%. During 2011, we repurchased €86.0 million ($118.6 million) of PEPR Eurobonds, resulting in a $3.8 million gain, included below.

(7) The debt includes $18.6 million of assessment bonds and $368.8 million of corporate term loans with varying interest rates from 1.75% to 8.70% and are due September 2012 to September 2033. The assessment bonds are issued by municipalities and guaranteed by us as a means of financing infrastructure and secured by assessments (similar to property taxes) on various underlying real estate properties with an aggregate undepreciated cost of $793.3 million at December 31, 2011.

During 2011, 2010 and 2009, we repurchased certain senior and exchangeable senior notes outstanding, including through a tender offer completed in the fourth quarter of 2010. In addition, we repaid certain secured mortgage debt in Japan. The repurchase activity is summarized as follows (in thousands):

	2011		2010		2009
Senior notes and Eurobonds:
Original principal amount	$	118,592	$	1,724,946	$	587,698
Cash purchase price	$	120,935	$	1,874,829	$	545,618
Exchangeable senior notes (1):
Original principal amount	$	136,627	$	1,145,642	$	653,993
Cash purchase price	$	135,243	$	1,092,586	$	454,023
Secured mortgage debt:
Original principal amount	$	175,021	$	134,721	$	227,017
Cash repayment price	$	175,021	$	137,061	$	227,017
Total:
Original principal amount	$	430,240	$	3,005,309	$	1,468,708
Cash purchase / repayment price	$	431,199	$	3,104,476	$	1,226,658
Gain (loss) on early extinguishment of debt, net (2)	$	258	$	(201,486)	$	172,258

(1) Although the cash purchase price is less than the principal amount outstanding, the repurchase of these notes resulted in a non-cash loss in 2010 due to the write off of the non-cash discount associated with the notes repurchased.

(2) Represents the difference between the recorded debt (including unamortized related debt issuance costs, premiums and discounts) and the consideration we paid to retire the debt, which may include prepayment penalties and costs.

Credit Facilities

On June 3, 2011, we entered into a global senior credit facility (“Global Facility”), pursuant to which, the Operating Partnership and certain subsidiaries may obtain loans and/or procure the issuance of letters of credit in various currencies on a revolving basis in an aggregate amount not to exceed approximately $1.75 billion (subject to currency fluctuations). Funds may be drawn in U.S. dollar, euro, Japanese yen, British pound sterling and Canadian dollar. We may increase the Global Facility to $2.75 billion, subject to obtaining additional lender commitments.

The Global Facility is scheduled to mature on June 3, 2015, but the Operating Partnership may, at its option and subject to the satisfaction of certain conditions and payment of an extension fee, extend the maturity date of the Global Facility to June 3, 2016. Pricing under the Global Facility, including the spread over LIBOR, facility fees and letter of credit fees, varies based upon the public debt ratings of the Operating Partnership. The Global Facility contains customary representations, covenants and defaults (including a cross-acceleration to other recourse indebtedness of more than $50 million).

In addition, on June 3, 2011, we entered into a ¥36.5 billion (approximately $471.3 million at December 31, 2011) revolver (the “Revolver”). The Revolver matures on March 1, 2014, but we may, at our option and subject to the satisfaction of customary conditions and payment of an extension fee, extend the maturity date to February 27, 2015. We may increase availability under the Revolver to an amount not exceeding ¥56.5 billion (approximately $729.6 million at December 31, 2011) subject to obtaining additional lender commitments. Pricing under the Revolver is consistent with the Global Facility pricing. The Revolver contains certain customary representations, covenants and defaults that are substantially the same as the corresponding provisions of the Global Facility.

We refer to the Global Facility and the Revolver, collectively, as our “Credit Facilities”. Information related to our Credit Facilities is summarized as follows (dollars in millions):

	2011		2010		2009
For the years ended December 31:
Weighted average daily interest rate		2.70%		2.47%		1.62%
Weighted average daily borrowings	$	870.9	$	501.1	$	1,641.9
Maximum borrowings outstanding at any month-end	$	2,368.1	$	1,010.2	$	3,285.3
As of December 31:
Aggregate borrowing capacity	$	2,184.6	$	1,601.5	$	2,164.8
Borrowings outstanding	$	934.9	$	520.1	$	736.6
Outstanding letters of credit	$	85.0	$	88.2	$	114.9
Aggregate remaining capacity available	$	1,164.7	$	993.2	$	1,080.4

Senior Notes

In June 2011, we completed an exchange offer for $4.6 billion of Prologis senior notes and exchangeable senior notes, with approximately $4.4 billion, or 95%, of the aggregate principal amount being validly tendered for exchange. The senior unsecured notes were exchanged for notes issued by the Operating Partnership that are guaranteed by the REIT. As a result of the exchange offer, we have no separate remaining financial reporting obligations or financial covenants associated with the Prologis senior notes. All other terms of the newly issued senior notes and exchangeable notes remain substantially the same.

Our obligations under the senior notes are effectively subordinated in certain respects to any of our debt that is secured by a lien on real property, to the extent of the value of such real property. The senior notes require interest payments be made quarterly, semi-annually or annually.

All of the senior and other notes are redeemable at any time at our option, subject to certain prepayment penalties. Such redemption and other terms are governed by the provisions of indenture agreements, various note purchase agreements and a trust deed.

Exchangeable Senior Notes

On March 16, 2010, we issued $460.0 million of 3.25% exchangeable senior notes maturing in 2015 (“2010 Exchangeable Notes”). The 2010 Exchangeable Notes are exchangeable at any time by holders at an initial conversion rate of 25.8244 shares per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $38.72 per share, subject to adjustment upon the occurrence of certain events. The holders of the notes have the right to require us to repurchase their notes for cash at any time on or prior to the maturity date upon a change in control or a termination of trading (each as defined in the notes). Due to the terms of the 2010 Exchangeable Notes, including that a conversion must be settled in common stock, the accounting for these notes is different than the exchangeable senior notes we issued in 2007 and 2008 discussed below. The 2010 Exchangeable Notes are reflected at the issuance amount and interest is recognized based on the stated coupon rate and the amortization of the cash discount. The conversion of these notes into stock, and the corresponding adjustment to interest expense, are included in our computation of diluted earnings per share/unit, unless the impact is anti-dilutive. During 2011 and 2010, the impact of these notes was anti-dilutive.

We also issued three series of exchangeable senior notes in 2007 and 2008 and refer to them collectively as the 2007 and 2008 Exchangeable Notes. The 2007 and 2008 Exchangeable Notes are senior obligations of Prologis and are exchangeable, under certain circumstances, for cash, our common stock or a combination of cash and our common stock, at our option, at a conversion rate per $1,000 of principal amount of the notes of 5.8752 shares for the March 2007 issuance, 5.4874 shares for the November 2007 issuance and 5.8569 shares for the May 2008 issuance. The initial conversion price ($170.21 for the March 2007 issuance, $182.24 for the November 2007 issuance and $170.74 for the May 2008 issuance) represented a premium of approximately 20% over the closing price of our common stock at the date of first sale and is subject to adjustment under certain circumstances. The 2007 and 2008 Exchangeable Notes are redeemable at our option beginning in 2012 and 2013, respectively, for the principal amount plus accrued and unpaid interest and at any time prior to maturity to the extent necessary to preserve our status as a REIT. Holders of the 2007 and 2008 Exchangeable Notes have the right to require us to repurchase their notes for cash on specific dates approximately every five years beginning in 2012 and 2013 and at any time prior to their maturity upon certain limited circumstances. Therefore, we have reflected these amounts in 2012 and 2013 in the schedule of debt maturities below based on the first put date and we will amortize the discount through these dates.

While we have the legal right to settle the conversion in either cash or stock, we intend to settle the principal balance of the 2007 and 2008 Exchangeable Notes in cash. Based on the current conversion rates, 5.5 million shares would be required to settle the principal amount in stock. Such potentially dilutive shares, and the corresponding adjustment to interest expense, are not included in our computation of diluted earnings per share/unit. The amount in excess of the principal balance of the notes (the “Conversion Spread”) will be settled in cash or, at our option, Prologis common stock. If the Conversion Spread becomes dilutive to our earnings per share/unit, (i.e., if our stock price exceeds $142.97 for the March 2007 issuance, $153.07 for the November 2007 issuance or $140.82 for the May 2008 issuance) we will include the shares required to satisfy the conversion spread in our computation of diluted earnings per share/unit.

The 2007 and 2008 Exchangeable Notes have different terms and, therefore, different accounting than the 2010 Exchangeable Notes. As discussed in the summary of significant accounting policies, we are required to account for the liability and equity components of the 2007 and 2008 Exchangeable Notes separately due to our ability to settle the conversion of the debt and conversion spread, at our option, in cash, common stock, or a combination of cash and stock. The value assigned to the debt component is the estimated fair value at the date of issuance of a similar issue without the conversion feature, which results in the debt being recorded at a discount. The resulting debt discount is amortized over the estimated remaining life of the debt as additional non-cash interest expense. The unamortized discount at December 31, 2011 and 2010 was $22.6 million and $59.3 million, respectively. The carrying amount of the equity component is determined by deducting the fair value of the debt component from the initial proceeds of the exchangeable debt instrument as a whole. Additional paid-in capital under the conversion option was $381.5 million at December 31, 2011 and 2010.

In connection with the Merger and the exchange offer discussed above, our convertible senior notes that participated in the exchange offer became exchangeable senior notes issued by the Operating Partnership that are exchangeable into common stock of the REIT. As a result, the accounting for the exchangeable senior notes now requires us to separate the fair value of the derivative instrument (exchange feature) from the debt instrument and account for it separately as a derivative. We have determined that the 2010 Exchangeable Note discussed above is the only Exchangeable Note where the fair value of the derivative is not zero at December 31, 2011, therefore this modification in the accounting for the Exchangeable Notes only affected the 2010 Exchangeable Notes. The fair value of the derivative instrument associated with the 2010 Exchangeable Notes was a liability of $62.5 million at the time of the Merger and was reclassified into Accounts Payable and Accrued Expenses from Debt in our Consolidated Balance Sheet. At each reporting period, we adjust the derivative instrument to fair value with the resulting adjustment being recorded in earnings as Foreign Currency Exchange and Derivative Gains (Losses), Net. The fair value of the derivative was a $17.5 million liability at December 31, 2011 and therefore, we have recognized an unrealized gain of $45.0 million in 2011.

Interest expense related to our exchangeable senior notes for the years ended December 31 included the following components (in thousands):

	2011		2010		2009
Coupon rate	$	24,810	$	37,562	$	55,951
Amortization of discount		32,393		48,128		71,662
Amortization of deferred loan costs		2,071		2,691		3,801
Interest expense	$	59,274	$	88,381	$	131,414
Effective interest rate		4.79%		4.90%		5.55%

Secured Mortgage Debt

TMK bonds are a financing vehicle in Japan for special purposed companies known as TMKs. During 2011, we issued ¥32.7 billion ($410.6 million) of new TMK bonds during the year, ranging from a maturity date of April 2012 to March 2018 and secured by five properties with undepreciated cost at December 31, 2011 of $776.5 million. Of this amount, ¥13.5 billion refinanced existing TMK bonds scheduled to mature in 2016 and 2017.

Additional activity during 2011 included increasing two existing TMK bonds during 2011 by a net amount of ¥3.2 billion ($42.1 million) and extinguishing an aggregated $349.9 million of secured mortgage debt (primarily debt that was acquired with the Merger).

Secured Mortgage Debt of Consolidated Investees

On December 15, 2011, we incurred $177.0 million of secured mortgage debt including $103.0 million at 4.58% due December 2016 and $74.0 million at 5.04% due December 2018. These 2011 financings were a result of the contribution of properties to a consolidated co-investment venture, and are secured by 28 real estate properties with an aggregate undepreciated cost of $320.7 million at December 31, 2011. See Note 13 for more information.

Other Debt

As of December 31, 2011, we had two outstanding term loans that we assumed in connection with the Merger, a Japanese yen term loan with an outstanding balance of ¥12.5 billion ($161.3 million at December 31, 2011) that matures in October 2012 with a weighted average interest rate of 3.5%, and a €153.7 million ($201.0 million at December 31, 2011) senior unsecured term loan with a weighted average interest rate of 3.2% that matures in November 2015.

On February 2, 2012, we entered into a senior term loan agreement where we may obtain loans in an aggregate amount not to exceed €487.5 million (approximately $634 million). The loans can be obtained in U.S. dollars, euros, Japanese yen, and British pound sterling. We may increase the borrowings to approximately €987.5 million, subject to obtaining additional lender commitments. The loan agreement is scheduled to mature on February 2, 2014, but we may extend the maturity date three times, in each case up to one year, subject to satisfaction of certain conditions and payment of an extension fee. We used the proceeds from this senior term loan to pay off the two outstanding term loans (discussed above) assumed in connection with the Merger.

Subsequent to December 31, 2011, we purchased our partner’s 63% interest in Prologis North America Fund II and as a result, we have assumed additional debt. For additional information on this acquisition see Note 25.

Debt Covenants

We have approximately $6.1 billion of senior notes and exchangeable senior notes outstanding as of December 31, 2011. The senior notes were issued under two separate indentures, as supplemented, and are subject to certain financial covenants. The exchangeable senior notes, as well as approximately $185.6 million of notes that were not exchanged for Prologis senior notes in the exchange offer described above, are not subject to financial covenants.

As of December 31, 2011, we were in compliance with all of our debt covenants.

Debt Maturities

Principal payments due on our consolidated debt during each of the years in the ten-year period ending December 31, 2021 and thereafter are as follows (in millions):

	Prologis
	Unsecured								Secured Mortgage Debt		Total		Consolidated Investees Debt (1)		Total Consolidated Debt (2)
Maturity	Senior Debt		Exchangeable Notes		Credit Facilities		Other Debt
2012 (3) (4)	$	76	$	458	$	-	$	162	$	163	$	859	$	361	$	1,220
2013 (4)		376		482		-		1		138		997		599		1,596
2014		374		-		291		1		285		951		1,016		1,967
2015		287		460		644		202		209		1,802		22		1,824
2016		638		-		-		1		174		813		137		950
2017		700		-		-		1		12		713		2		715
2018		900		-		-		1		151		1,052		64		1,116
2019		647		-		-		1		255		903		1		904
2020		690		-		-		1		10		701		1		702
2021		-		-		-		-		172		172		1		173
Thereafter		-		-		-		10		143		153		2		155
Subtotal	$	4,688	$	1,400	$	935	$	381	$	1,712	$	9,116	$	2,206	$	11,322
Unamortized (discounts) premiums, net		84		(85)		2		6		14		21		39		60
Total	$	4,772	$	1,315	$	937	$	387	$	1,726	$	9,137	$	2,245	$	11,382

(1) Our consolidated investees have $71.1 million available to borrow under credit facilities.

(2) At June 30, 2011, our consolidated debt was $12.1 billion after the Merger and PEPR Acquisition. Since that time, we have reduced our debt by $0.7 billion primarily from proceeds received from the contribution or sale of properties. As of December 31, 2011, we have $1.2 billion available to borrow under our Credit Facilities.

(3) We expect to repay the amounts maturing in 2012 with borrowings under our Credit Facilities or with proceeds from the disposition of real estate properties. The maturities in 2012 in our consolidated but not wholly owned subsidiaries include $210.9 million of unsecured credit facilities, of which $162.1 million was repaid in January 2012, and $133.3 million of secured mortgage debt, which we expect to extend, or pay, either by the entity issuing new debt, with proceeds from asset sales, available cash flows, or equity contributions to the funds by us and our fund partners.

(4) The maturities in 2012 and 2013 represent the aggregate principal amounts of the exchangeable senior notes issued in 2007 and 2008, based on the year in which the holders first have the right to require us to repurchase their notes for cash. The exchangeable senior notes issued in November 2007 are included as 2013 maturities since the holders have the right to require us to repurchase their notes for cash in January 2013. The holders of these notes also have the option to exchange their notes in November 2012, which we may settle in cash or common stock, at our option.

Interest Expense

Interest expense from continuing operations included the following components for the years ended December 31 (in thousands):

	2011		2010		2009
Gross interest expense	$	500,685	$	435,289	$	382,362
Amortization of discount, net		228		47,136		67,542
Amortization of deferred loan costs		20,476		32,402		17,069
		521,389		514,827		466,973
Capitalized amounts		(52,651)		(53,661)		(94,205)
Net interest expense	$	468,738	$	461,166	$	372,768

The amount of interest paid in cash, net of amounts capitalized, for the years ended December 31, 2011, 2010 and 2009 was $488.0 million, $381.8 million and $290.2 million, respectively.