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Stockholders' Equity of the REIT | 12 Months Ended
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Dec. 31, 2011
Stockholders' Equity of the REIT [Abstract] |
Stockholders' Equity of the REIT |
11. | Stockholders’ Equity of the REIT:
Shares Authorized At December 31, 2011, 600.0 million shares were authorized to be issued by the REIT, of which 500.0 million shares represent common stock. The Board may, without stockholder approval, classify or reclassify any unissued shares of our stock from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption of such shares. Common Stock In connection with the Merger, holders of ProLogis common shares received 0.4464 of a newly issued share of AMB common stock, ProLogis became a subsidiary of AMB and AMB changed its name to Prologis, Inc. Because ProLogis was the accounting acquirer (as discussed in Note 3), the historical ProLogis shares outstanding were adjusted by the Merger exchange ratio and restated. As of the Merger date, 169.6 million shares were added to reflect the outstanding shares of common stock of AMB. In addition, in late June 2011 we issued 34.5 million shares of common stock generating net proceeds of $1.1 billion. As of December 31, 2011, we had 458.6 million shares of common stock outstanding. We have sold or issued shares of common stock under various common stock plans, including stock-based compensation plans as follows:
| • |  | 1999 Dividend Reinvestment and Share Purchase Plan, as amended (the “1999 Dividend Reinvestment Plan”): Allowed holders of common stock to automatically reinvest distributions and certain holders and persons who are not holders of common stock to purchase a limited number of additional shares of common stock by making optional cash payments, without payment of any brokerage commission or service charge. We had no activity in 2011. In connection with the Merger, this program was terminated.
| • |  | Controlled Offering Program: We had an agreement with two designated agents to sell shares of common stock and earn a fee of up to 2% of the gross proceeds. There have been no shares of common stock issued since March 2010. In connection with the Merger, this program was terminated.
| • |  | The Incentive Plan and Outside Trustees Plan: Certain of our employees and outside trustees participate in stock-based compensation plans that provide compensation, generally in the form of common stock. See Note 14 for additional information on these plans.
| • |  | ProLogis Trust Employee Share Purchase Plan (the “Employee Share Plan”): Certain of our employees were able to purchase common stock, through payroll deductions only, at a discounted price of 85% of the market price of the common stock. The aggregate fair value of common stock that an individual employee can acquire in a calendar year under the Employee Share Plan was $25,000. In connection with the Merger, this program was terminated
Under the common stock plans discussed above, we received gross proceeds of $0.7 million, $30.8 million and $337.4 million for the year ended December 31, 2011, 2010 and 2009, respectively and issued shares of common stock for the years ended December 31, as follows (in thousands):
|  | 2011 |  |  | 2010 (1) |  |  | 2009 (1) |
1999 Dividend Reinvestment Plan |  |  | - |  |  |  | 54 |  |  |  | 100 |
Controlled Offering Program |  |  | - |  |  |  | 978 |  |  |  | 13,284 |
Incentive Plan and Outside Trustees Plan |  |  | 793 |  |  |  | 617 |  |  |  | 788 |
Employee Share Plan |  |  | - |  |  |  | 76 |  |  |  | 87 |
Total |  |  | 793 |  |  |  | 1,725 |  |  |  | 14,259 |
(1) | The historical shares have been adjusted by the Merger exchange ratio of 0.4464.
We did not redeem any limited partnership units in 2011. In 2010 and 2009, we redeemed limited partnership units into less than 0.1 million and 0.2 million common shares, respectively (see Note 13 for more details). In 2010, our Board of Directors (“Board”) approved a stock repurchase programs for the repurchase of up to $200 million of the REIT’s common stock. We have not repurchased any shares under this repurchase program. Preferred Stock At December 31, 2011, we had seven series of preferred stock outstanding. Holders of each series of preferred stock have, subject to certain conditions, limited voting rights and all holders are entitled to receive cumulative preferential dividends based upon each series’ respective liquidation preference. The dividends for Series Q, R and S are payable quarterly in arrears on the last day of March, June, September, and December. The dividends for Series L, M, O and P are payable quarterly in arrears on the 15th day of April, July, October and January. Dividends on preferred stock are payable when, and if, they have been declared by the Board, out of funds legally available for the payment of dividends. After the respective redemption dates, each series of preferred stock can be redeemed at our option. The cash redemption price (other than the portion consisting of accrued and unpaid dividends) with respect to Series Q Preferred Stock is payable solely out of the cumulative sales proceeds of our other capital stock, which may include stock of other series of preferred stock. With respect to the payment of dividends, each series of preferred stock ranks on parity with the other series of preferred stock. We had the following preferred stock issued and outstanding (in thousands):
|  | December 31, 2011 |  |  | December 31, 2010 |
Series L |  | $ | 49,100 |  |  | $ | - |
Series M |  |  | 57,500 |  |  |  | - |
Series O |  |  | 75,300 |  |  |  | - |
Series P |  |  | 50,300 |  |  |  | - |
Series Q |  |  | 100,000 |  |  |  | 100,000 |
Series R |  |  | 125,000 |  |  |  | 125,000 |
Series S |  |  | 125,000 |  |  |  | 125,000 |
Total preferred stock |  | $ | 582,200 |  |  | $ | 350,000 |
Upon completion of the Merger, each outstanding Series C, F and G Cumulative Redeemable Preferred Share of beneficial interest in ProLogis was exchanged for a newly issued share of Cumulative Redeemable Preferred Stock, Series Q, R and S, respectively. Terms and conditions of our preferred stock outstanding at December 31, 2011 (dollars and shares in thousands):
Series of Preferred Stock |  | Shares Outstanding |  | Liquidation Preference |  |  | Par Value |  |  | Dividend Rate |  |  | Optional Redemption Date
Series L |  | 2,000 |  | $ | 50,000 |  |  | $ | 0.01 |  |  |  | 6.50 | % |  | (a)
Series M |  | 2,300 |  |  | 57,500 |  |  | $ | 0.01 |  |  |  | 6.75 | % |  | (a)
Series O |  | 3,000 |  |  | 75,000 |  |  | $ | 0.01 |  |  |  | 7.00 | % |  | (a)
Series P |  | 2,000 |  |  | 50,000 |  |  | $ | 0.01 |  |  |  | 6.85 | % |  | (a)
Series Q |  | 2,000 |  |  | 100,000 |  |  | $ | 0.01 |  |  |  | 8.54 | % |  | 11/13/26
Series R |  | 5,000 |  |  | 125,000 |  |  | $ | 0.01 |  |  |  | 6.75 | % |  | (a)
Series S |  | 5,000 |  |  | 125,000 |  |  | $ | 0.01 |  |  |  | 6.75 | % |  | (a)
|  | 21,300 |  | $ | 582,500 |  |  |  |  |  |  |  |  |  |  |
(a) | These shares are currently redeemable at our option.
Ownership Restrictions For us to qualify as a REIT under the Internal Revenue Code, five or fewer individuals may not own more than 50% of the value of our outstanding stock at any time during the last half of our taxable year. Therefore, our charter restricts beneficial ownership (or ownership generally attributed to a person under the REIT tax rules) by a person, or persons acting as a group, of each of our issued and outstanding common, series L preferred stock, series M preferred stock, series O preferred stock and series P preferred stock, or (ii) series Q preferred stock, series R preferred stock or series S preferred stock that, together with all other capital stock owned or deemed owned by that person, would cause that person to own or be deemed to own more than 9.8% (by value or number of shares, whichever is more restrictive) of our issued and outstanding capital stock. Further, subject to certain exceptions, no person shall at any time directly or indirectly acquire ownership of more than 25% of any of the series Q preferred stock, series R preferred stock and series S preferred stock. These provisions assist us in protecting and preserving our REIT status and protect the interests of stockholders in takeover transactions by preventing the acquisition of a substantial block of outstanding shares of stock. Shares of stock owned by a person or group of persons in excess of these limits are subject to redemption by us. The provision does not apply where a majority of the Board, in its sole and absolute discretion, waives such limit after determining that the status of us as a REIT for federal income tax purposes will not be jeopardized or the disqualification of us as a REIT is advantageous to our shareholders. Distributions and Dividends In 2011, 2010 and 2009, we paid all of our dividends in cash. The following summarizes the taxability of our common and preferred stock dividends for the years ended December 31:
|  |  | 000 |  |  |  | 000 |  |  |  | 000 |
|  | 2011 (a) |  |  | 2010 |  |  | 2009 |
Common Share: (b) |  |  |  |  |  |  |  |  |  |  |  |
Ordinary income |  | $ | 0.07 |  |  | $ | - |  |  | $ | 1.30 |
Qualified dividend |  |  | 0.01 |  |  |  | - |  |  |  | 0.20 |
Capital gains |  |  | 0.84 |  |  |  | 1.25 |  |  |  | 0.07 |
Return of capital |  |  | 0.14 |  |  |  | - |  |  |  | - |
Total distribution |  | $ | 1.06 |  |  | $ | 1.25 |  |  | $ | 1.57 |
Preferred Share - Series L (c): |  |  |  |  |  |  |  |  |  |  |  |
Ordinary income |  | $ | 0.15 |  |  |  |  |  |  |  |  |
Qualified dividend |  |  | - |  |  |  |  |  |  |  |  |
Capital gains |  |  | 1.07 |  |  |  |  |  |  |  |  |
Total dividend |  | $ | 1.22 |  |  |  | N/A |  |  |  | N/A |
Preferred Share - Series M (c): |  |  |  |  |  |  |  |  |  |  |  |
Ordinary income |  | $ | 0.15 |  |  |  |  |  |  |  |  |
Qualified dividend |  |  | - |  |  |  |  |  |  |  |  |
Capital gains |  |  | 1.11 |  |  |  |  |  |  |  |  |
Total dividend |  | $ | 1.26 |  |  |  | N/A |  |  |  | N/A |
Preferred Share - Series O (c): |  |  |  |  |  |  |  |  |  |  |  |
Ordinary income |  | $ | 0.16 |  |  |  |  |  |  |  |  |
Qualified dividend |  |  | - |  |  |  |  |  |  |  |  |
Capital gains |  |  | 1.15 |  |  |  |  |  |  |  |  |
Total dividend |  | $ | 1.31 |  |  |  | N/A |  |  |  | N/A |
Preferred Share - Series P (c): |  |  |  |  |  |  |  |  |  |  |  |
Ordinary income |  | $ | 0.15 |  |  |  |  |  |  |  |  |
Qualified dividend |  |  | - |  |  |  |  |  |  |  |  |
Capital gains |  |  | 1.13 |  |  |  |  |  |  |  |  |
Total dividend |  | $ | 1.28 |  |  |  | N/A |  |  |  | N/A |
Preferred Share - Series Q (d): |  |  |  |  |  |  |  |  |  |  |  |
Ordinary income |  | $ | 0.38 |  |  | $ | - |  |  | $ | 3.56 |
Qualified dividend |  |  | 0.04 |  |  |  | - |  |  |  | 0.54 |
Capital gains |  |  | 3.85 |  |  |  | 4.27 |  |  |  | 0.17 |
Total dividend |  | $ | 4.27 |  |  | $ | 4.27 |  |  | $ | 4.27 |
Preferred Share - Series R (d): |  |  |  |  |  |  |  |  |  |  |  |
Ordinary income |  | $ | 0.15 |  |  | $ | - |  |  | $ | 1.41 |
Qualified dividend |  |  | 0.02 |  |  |  | - |  |  |  | 0.21 |
Capital gains |  |  | 1.52 |  |  |  | 1.69 |  |  |  | 0.07 |
Total dividend |  | $ | 1.69 |  |  | $ | 1.69 |  |  | $ | 1.69 |
Preferred Share - Series S (d): |  |  |  |  |  |  |  |  |  |  |  |
Ordinary income |  | $ | 0.15 |  |  | $ | - |  |  | $ | 1.41 |
Qualified dividend |  |  | 0.02 |  |  |  | - |  |  |  | 0.21 |
Capital gains |  |  | 1.52 |  |  |  | 1.69 |  |  |  | 0.07 |
Total dividend |  | $ | 1.69 |  |  | $ | 1.69 |  |  | $ | 1.69 |
(a) | Taxability for 2011 is estimated.
(b) | The historical shares were adjusted by the Merger exchange ratio of 0.4464. As a result, the common shares distributions for pre-Merger were also adjusted.
(c) | Represents the dividends paid since the Merger.
(d) | Upon completion of the Merger, each outstanding Series C, F and G Cumulative Redeemable Preferred Share of beneficial interest in Prologis was exchanged for a newly issued share of Cumulative Redeemable Preferred Stock, Series Q, R and S, respectively.
In order to comply with the REIT requirements of the Internal Revenue Code, we are generally required to make common stock distributions (other than capital gain distributions) to our stockholders at least equal to (i) the sum of (a) 90% of our “REIT taxable income” computed without regard to the dividends paid deduction and net capital gains and (b) 90% of the net income (after tax), if any, from foreclosure property, minus (ii) certain excess non-cash income. Our common stock dividend policy is to distribute a percentage of our cash flow to ensure we will meet the distribution requirements of the Internal Revenue Code, while allowing us to retain cash to meet other needs, such as capital improvements and other investment activities. Common stock dividends are characterized for federal income tax purposes as ordinary income, qualified dividend, capital gains, non-taxable return of capital or a combination of the four. Common stock dividends that exceed our current and accumulated earnings and profits (calculated for tax purposes) constitute a return of capital rather than a dividend and generally reduce the stockholder’s basis in the common stock. To the extent that a dividend exceeds both current and accumulated earnings and profits and the stockholder’s basis in the common stock, it will generally be treated as a gain from the sale or exchange of that stockholder’s common stock. At the beginning of each year, we notify our stockholders of the taxability of the common stock dividends paid during the preceding year. The payment of common stock dividends is dependent upon our financial condition, operating results and REIT distribution requirements and may be adjusted at the discretion of the Board during the year. Pursuant to the terms of our preferred stock, we are restricted from declaring or paying any dividend with respect to our common stock unless and until all cumulative dividends with respect to the preferred stock have been paid and sufficient funds have been set aside for dividends that have been declared for the relevant dividend period with respect to the preferred stock. Our tax return for the year ended December 31, 2011 has not been filed. The taxability information presented for our dividends paid in 2011 is based upon management’s estimate. Our tax returns for open tax years have not been examined by the IRS, other than those discussed in Note 17. Consequently, the taxability of dividends is subject to change.

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- Definition The entire disclosure for shareholders' equity, comprised of portions attributable to the parent entity and noncontrolling interest, if any, including other comprehensive income (as applicable). Including, but not limited to: (1) balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings; (2) accumulated balance for each classification of other comprehensive income and total amount of comprehensive income; (3) amount and nature of changes in separate accounts, including the number of shares authorized and outstanding, number of shares issued upon exercise and conversion, and for other comprehensive income, the adjustments for reclassifications to net income; (4) rights and privileges of each class of stock authorized; (5) basis of treasury stock, if other than cost, and amounts paid and accounting treatment for treasury stock purchased significantly in excess of market; (6) dividends paid or payable per share and in the aggregate for each class of stock for each period presented; (7) dividend restrictions and accumulated preferred dividends in arrears (in aggregate and per share amount); (8) retained earnings appropriations or restrictions, such as dividend restrictions; (9) impact of change in accounting principle, initial adoption of new accounting principle and correction of an error in previously issued financial statements; (10) shares held in trust for Employee Stock Ownership Plan (ESOP); (11) deferred compensation related to issuance of capital stock; (12) note received for issuance of stock; (13) unamortized discount on shares; (14) description, terms, and number of warrants or rights outstanding; (15) shares under subscription and subscription receivables, effective date of new retained earnings after quasi-reorganization and deficit eliminated by quasi-reorganization and, for a period of at least ten years after the effective date, the point in time from which the new retained dates; and (16) retroactive effective of subsequent change in capital structure. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 04 -Article 3 Reference 2: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 02 -Paragraph 29, 30, 31 -Article 5 Reference 3: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 310 -SubTopic 10 -Section S99 -Paragraph 2 -Subparagraph (SAB TOPIC 4.E) -URI http://asc.fasb.org/extlink&oid=6228006&loc=d3e74512-122707 Reference 4: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 4 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644 Reference 5: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 4 -Subparagraph (SAB TOPIC 4.C) -URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187143-122770 Reference 6: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 129 -Paragraph 2, 3, 4, 5, 6, 7, 8 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 7: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Glossary Preferred Stock -URI http://asc.fasb.org/extlink&oid=6521494 Reference 8: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Statement of Financial Accounting Standard (FAS) -Number 5 -Paragraph 15 -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. This reference is included to help users transition from the previous accounting hierarchy and will be removed from future versions of this taxonomy. Reference 9: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Section 08 -Article 4 Reference 10: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.3-04) -URI http://asc.fasb.org/extlink&oid=6959260&loc=d3e187085-122770 Reference 11: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section C Reference 12: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 5 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644 Reference 13: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 210 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.5-02.29-31) -URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682 Reference 14: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Regulation S-X (SX) -Number 210 -Article 4 -Section 08 -Paragraph d Reference 15: http://www.xbrl.org/2003/role/presentationRef -Publisher SEC -Name Staff Accounting Bulletin (SAB) -Number Topic 4 -Section E Reference 16: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 30 -Section 50 -Paragraph 2 -URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656 Reference 17: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -SubTopic 10 -Section 50 -Paragraph 3 -URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644 Reference 18: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 235 -SubTopic 10 -Section S99 -Paragraph 1 -Subparagraph (SX 210.4-08.(d),(e)) -URI http://asc.fasb.org/extlink&oid=6881521&loc=d3e23780-122690 Reference 19: http://www.xbrl.org/2003/role/presentationRef -Publisher AICPA -Name Accounting Research Bulletin (ARB) -Number 43 -Chapter 1 -Section B -Paragraph 7, 11A -LegacyDoc This reference is SUPERSEDED by the Accounting Standards Codification effective for interim and annual periods ending after September 15, 2009. 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