8.	Noncontrolling Interests

We consolidate several entities in which we do not own 100% of the common equity. In certain partnerships, the units of the entity are exchangeable into our common stock.

If we contribute a property to a consolidated co-investment venture, the property is still reflected in the Consolidated Financial Statements. However, due to our ownership of less than 100%, there is an increase in noncontrolling interest related to the contributed properties that represents the portion of the ownership attributable to our partners. The difference between cash received and historical cost is reflected as an adjustment to Additional Paid-in Capital in the Consolidated Balance Sheets with no gain or loss recognized.

In January 2014, we closed on a U.S. co-investment venture, Prologis U.S. Logistics Venture, in which we hold a 55% equity ownership interest. The venture is consolidated for accounting purposes due to the structure and voting rights of the venture. At closing, the venture acquired from us a portfolio of 66 operating properties aggregating 12.8 million square feet for an aggregate purchase price of $1.0 billion.

The noncontrolling interests of the REIT include the noncontrolling interests of the Operating Partnership, as well as the common limited partnership units in the Operating Partnership that are not owned by the REIT. As of September 30, 2014, the REIT owned 99.63% common general partnership units in the Operating Partnership.

The following is a summary of the noncontrolling interests and the consolidated entity’s total investment in real estate and debt at September 30, 2014 and December 31, 2013 (in thousands, except for percentages):


	Our Ownership Percentage						Noncontrolling Interest				Total Investment In Real Estate				Debt
	2014			2013			2014		2013		2014		2013		2014		2013
Partnerships with exchangeable units (1)		various			various		$	70,255	$	75,532	$	709,223	$	783,052	$	—	$	—
Mexico Fondo Logistico (AFORES) (2)		20.0	%		20.0	%		39,407		220,292		29,190		457,006		—		191,866
Brazil Fund (3)		50.0	%		50.0	%		72,908		65,006		—		—		—		—
Prologis AMS (4)		N/A			38.5	%		—		24,791		—		58,575		—		17,063
Prologis U.S. Logistics Venture (5)		55.0	%		N/A			431,929		—		1,004,753		—		—		—
Other consolidated entities		various			various			31,905		31,465		309,899		312,358		26,064		31,063

Operating Partnership noncontrolling interests								646,404		417,086		2,053,065		1,610,991		26,064		239,992
Limited partners in the Operating Partnership (6)								50,244		48,209		—		—		—		—

REIT noncontrolling interests							$	696,648	$	465,295	$	2,053,065	$	1,610,991	$	26,064	$	239,992

(1)

At September 30, 2014 and December 31, 2013, there were 1,887 and 1,949 limited partnership units, respectively, that were exchangeable for cash or an equal number of shares of the REIT’s common stock at our option. In 2014, 62 limited partnership units were redeemed for cash. All of these outstanding limited partnership units receive quarterly cash distributions equal to the quarterly dividends paid on our common stock pursuant to the terms of the applicable partnership agreements.

(2)

In June 2014, AFORES contributed the majority of its operating properties and the balance of its secured debt to FIBRA. The difference between the amount received and the noncontrolling interest balance related to the properties contributed was $34.6 million, and was adjusted through equity with no gain or loss recognized. See Note 3 for more information on this transaction.

(3)

We have a 50% ownership interest in and consolidate the Prologis Brazil Logistics Partners Fund (“Brazil Fund”). The Brazil Fund’s assets are primarily investments in unconsolidated entities of $164.5 million at September 30, 2014. For additional information on our unconsolidated investments, see Note 4.

(4)	During the second quarter of 2014, Prologis AMS sold its remaining two operating properties to a third party for net proceeds of $63.9 million.

(5)	As discussed above, this was a newly formed co-investment venture in the first quarter of 2014.

(6)

At September 30, 2014 and December 31, 2013, there were 1,767 units that were associated with the limited partners in the Operating Partnership and were exchangeable for cash or into an equal number of shares of the REIT’s common stock at our option. As discussed in Note 9, we issued an additional 113 units in the third quarter of 2014 that are not exchangeable. All of these outstanding limited partnership units receive quarterly cash distributions equal to the quarterly distributions paid on our common stock pursuant to the terms of the partnership agreement.