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Noncontrolling Interests
12 Months Ended
Dec. 31, 2011
Noncontrolling Interests [Abstract]  
Noncontrolling Interests
13. Noncontrolling Interests:

Operating Partnership

We report noncontrolling interest related to several entities we consolidate but do not own 100% of the common equity. These entities include three real estate partnerships that have issued limited partnership units to third parties. Depending on the specific partnership agreements, these limited partnership units are exchangeable into shares of our common stock, generally at a rate of one share of common stock to one unit or into cash. We evaluated the noncontrolling interests with redemption provisions that permit the issuer to settle in either cash or common stock at the option of the issuer to determine whether temporary or permanent equity classification on the balance sheet is appropriate, including the requirement to settle in unregistered shares, and determined that these units meet the requirements to qualify for presentation as permanent equity.

We also consolidate several entities in which we do not own 100% but that are not exchangeable into our common stock. If we contribute a property to a consolidated co-investment venture, the property is still reflected in our Consolidated Financial Statements, but due to our ownership of less than 100%, there is an increase in noncontrolling interest related to the contributed properties, which represents the cash we receive from our partners.

 

REIT

The noncontrolling interest of the REIT includes the noncontrolling interests presented in the Operating Partnership, as well as the common limited partnership units in the Operating Partnership that are not owned by the REIT. As of December 31, 2011, the REIT owned 99.55% of the common partnership units of the Operating Partnership.

The following is a summary of the noncontrolling interest and the consolidated co-investment ventures’ total investment in real estate and debt at December 31(dollars in thousands):

 

 

      00000       00000       00000       00000       00000       00000       00000  
    REIT’s
Ownership
Percentage
    Noncontrolling Interest     Total Investment In
Real Estate
    Debt  
     2011           2011                 2010           2011     2010     2011     2010  

Partnerships with exchangeable units (1)

    various     $ 11,173     $     11,189     $ 297,591     $     293,632     $ 26,417     $     26,417  

Prologis Institutional Alliance Fund II (2)

    24.1         324,721             624,318             220,625        

PEPR (3)

    93.7     106,759                 4,047,329                 1,699,587        

Mexico Fondo Logistico (AFORES)(2)(4)

    20.0     118,580             312,914             177,000        

Prologis AMS (2)

    38.6     83,897             211,627             77,041        

Other consolidated entities (2)

    various       90,092       3,943       620,052       58,665       70,140        
           

 

 

   

 

 

   

 

 

   

 

 

 

Operating Partnership noncontrolling interests

            735,222       15,132       6,113,831       352,297       2,270,810       26,417  

Limited partners in the Operating Partnership (5)

            58,613                                
           

 

 

   

 

 

   

 

 

   

 

 

 

REIT noncontrolling interests

          $ 793,835     $ 15,132     $ 6,113,831     $ 352,297     $ 2,270,810     $ 26,417  

 

(1) At December 31, 2011 and 2010, there were 1,302,238 and 339,225 limited partnership units, respectively, that were exchangeable into an equal number of shares of the REIT’s common stock. In 2011, no outstanding limited partnership units were exchanged. In 2010, 22,432 limited partnership units were exchanged into an equal number of shares of the REIT’s common stock. The majority of the outstanding limited partnership units are entitled to quarterly cash distributions equal to the quarterly dividends paid on our common stock.

 

(2) Relates to the consolidated investees that were acquired as a result of the Merger.

 

(3) In 2011, we acquired a controlling interest and began consolidating PEPR. For more information on this acquisition see Note 3.

 

(4) In the fourth quarter of 2011, we contributed 18 properties aggregating 4.2 million square feet to this consolidated entity for $234.4 million. As this entity is consolidated, we did not record a gain on this transaction. In addition, NAIF II sold eight properties aggregating 1.2 million square feet for $58.5 million to this same consolidated entity (see Note 6 for more detail on the NAIF II transaction). As a result of these transactions, the noncontrolling interest has increased $106.7 million, which represents our partners’ investment in cash.

 

(5) Relates to the limited partners in the Operating Partnership that were acquired as a result of the Merger. At December 31, 2011, 2,058,730 units are associated with the common limited partners in the Operating Partnership that are exchangeable into an equal number of shares of the REIT’s common stock. The majority of the outstanding limited partnership units are entitled to quarterly cash distributions equal to the quarterly distributions paid on our common stock.