| Unconsolidated Investments |
| 5. |
Unconsolidated
Investments |
Summary of
Investments
We have investments in
entities through a variety of ventures. We co-invest in entities
that own multiple properties with partners and investors and
provide asset and property management services to these entities,
which we refer to as co-investment ventures. These entities may be
consolidated or unconsolidated, depending on the structure, our
partner’s participation and other rights and our level of
control of the entity. This note primarily details our investments
in unconsolidated co-investment ventures, which are accounted for
using the equity method of accounting. See Note 12 for more detail
regarding our consolidated investments.
We also have other
ventures, generally with one partner and that we do not manage,
which we account for on the equity method. We refer to our
investments in all entities accounted for under the equity method,
both unconsolidated co-investment ventures and other ventures,
collectively, as unconsolidated entities.
Our investments in and
advances to our unconsolidated entities at December 31 are
summarized below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
Unconsolidated
co-investment ventures
|
|
$ |
4,665,918 |
|
|
$ |
4,250,015 |
|
|
Other ventures
|
|
|
158,806 |
|
|
|
180,224 |
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
$ |
4,824,724 |
|
|
$ |
4,430,239 |
|
Unconsolidated
Co-Investment Ventures
The amounts recognized in
Strategic Capital Income and Earnings from Unconsolidated
Entities, Net in the Consolidated Statements of Operations
depend on the size and operations of the co-investment ventures.
Our ownership interest in these ventures also impacts the equity in
earnings we recognize. The co-investment venture information
represents the venture’s information (not our proportionate
share) prepared on a GAAP basis. The following tables are
summarized information of the unconsolidated co-investment ventures
at December 31, and for the three years ended
December 31.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(dollars and
square feet in millions) |
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
ventures
|
|
|
3 |
|
|
|
4 |
|
|
|
6 |
|
|
Number of properties
owned
|
|
|
590 |
|
|
|
709 |
|
|
|
801 |
|
|
Square feet
|
|
|
87.1 |
|
|
|
108.5 |
|
|
|
127.5 |
|
|
Total assets
|
|
$ |
7,063 |
|
|
$ |
8,014 |
|
|
$ |
9,070 |
|
|
Third-party debt
|
|
$ |
2,280 |
|
|
$ |
2,999 |
|
|
$ |
3,836 |
|
|
Total
liabilities
|
|
$ |
2,421 |
|
|
$ |
3,177 |
|
|
$ |
4,170 |
|
|
Our investment balance
(1)
|
|
$ |
1,537 |
|
|
$ |
1,194 |
|
|
$ |
1,112 |
|
|
Our weighted average
ownership (2)
|
|
|
31.0% |
|
|
|
22.7% |
|
|
|
23.2% |
|
|
Europe:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
ventures
|
|
|
4 |
|
|
|
4 |
|
|
|
3 |
|
|
Number of properties
owned
|
|
|
636 |
|
|
|
571 |
|
|
|
312 |
|
|
Square feet
|
|
|
147.4 |
|
|
|
132.9 |
|
|
|
70.3 |
|
|
Total assets
|
|
$ |
11,463 |
|
|
$ |
11,819 |
|
|
$ |
6,605 |
|
|
Third-party debt
|
|
$ |
2,644 |
|
|
$ |
2,998 |
|
|
$ |
2,384 |
|
|
Total
liabilities
|
|
$ |
3,524 |
|
|
$ |
4,114 |
|
|
$ |
2,954 |
|
|
Our investment balance
(1)
|
|
$ |
2,773 |
|
|
$ |
2,703 |
|
|
$ |
723 |
|
|
Our weighted average
ownership (2)
|
|
|
38.8% |
|
|
|
39.0% |
|
|
|
29.7% |
|
|
Asia:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
ventures
|
|
|
2 |
|
|
|
2 |
|
|
|
2 |
|
|
Number of properties
owned
|
|
|
52 |
|
|
|
43 |
|
|
|
44 |
|
|
Square feet
|
|
|
26.2 |
|
|
|
22.9 |
|
|
|
11.0 |
|
|
Total assets
|
|
$ |
4,135 |
|
|
$ |
4,032 |
|
|
$ |
1,937 |
|
|
Third-party debt
|
|
$ |
1,652 |
|
|
$ |
1,715 |
|
|
$ |
973 |
|
|
Total
liabilities
|
|
$ |
1,749 |
|
|
$ |
1,899 |
|
|
$ |
1,063 |
|
|
Our investment balance
(1)
|
|
$ |
356 |
|
|
$ |
353 |
|
|
$ |
179 |
|
|
Our weighted average
ownership (2)
|
|
|
15.0% |
|
|
|
15.0% |
|
|
|
19.2% |
|
|
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
ventures
|
|
|
9 |
|
|
|
10 |
|
|
|
11 |
|
|
Number of properties
owned
|
|
|
1,278 |
|
|
|
1,323 |
|
|
|
1,157 |
|
|
Square
feet
|
|
|
260.7 |
|
|
|
264.3 |
|
|
|
208.8 |
|
|
Total
assets
|
|
$ |
22,661 |
|
|
$ |
23,865 |
|
|
$ |
17,612 |
|
|
Third-party
debt
|
|
$ |
6,576 |
|
|
$ |
7,712 |
|
|
$ |
7,193 |
|
|
Total
liabilities
|
|
$ |
7,694 |
|
|
$ |
9,190 |
|
|
$ |
8,187 |
|
|
Our investment balance
(1)
|
|
$ |
4,666 |
|
|
$ |
4,250 |
|
|
$ |
2,014 |
|
|
Our weighted average
ownership (2)
|
|
|
32.0% |
|
|
|
29.2% |
|
|
|
25.1% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in
millions) |
|
2014 (3) |
|
|
2013 (3) |
|
|
2012 |
|
|
Americas:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
711 |
|
|
$ |
702 |
|
|
$ |
759 |
|
|
Net operating
income
|
|
$ |
527 |
|
|
$ |
513 |
|
|
$ |
561 |
|
|
Net earnings
(loss)
|
|
$ |
54 |
|
|
$ |
58 |
|
|
$ |
(88) |
|
|
Europe:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
1,001 |
|
|
$ |
801 |
|
|
$ |
490 |
|
|
Net operating
income
|
|
$ |
787 |
|
|
$ |
621 |
|
|
$ |
380 |
|
|
Net earnings
|
|
$ |
268 |
|
|
$ |
131 |
|
|
$ |
86 |
|
|
Asia:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
280 |
|
|
$ |
224 |
|
|
$ |
141 |
|
|
Net operating
income
|
|
$ |
219 |
|
|
$ |
175 |
|
|
$ |
109 |
|
|
Net earnings
|
|
$ |
86 |
|
|
$ |
48 |
|
|
$ |
8 |
|
|
Total:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
|
$ |
1,992 |
|
|
$ |
1,727 |
|
|
$ |
1,390 |
|
|
Net operating
income
|
|
$ |
1,533 |
|
|
$ |
1,309 |
|
|
$ |
1,050 |
|
|
Net
earnings
|
|
$ |
408 |
|
|
$ |
237 |
|
|
$ |
6 |
|
| (1) |
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 a property to the venture ($322.9 million, $139.6
million and $147.9 million at December 31, 2014, 2013 and
2012, respectively); (ii) recording additional costs
associated with our investment in the venture; and
(iii) advances to the venture. |
| (2) |
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. |
| (3) |
We had significant activity
with our unconsolidated co-investment ventures in 2014 and 2013. As
described above, we formed and invested in FIBRA Prologis in June
2014. In connection with this transaction, we concluded our
unconsolidated co-investment venture in Mexico. During 2013, we
concluded three co-investment ventures and we started two new
co-investment ventures. |
Summarized information
regarding the amounts we recognized in the Consolidated Statements
of Operations as our share of the earnings from our investments in
unconsolidated co-investment ventures for the years ended
December 31 was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2014 |
|
|
2013 |
|
|
2012 |
|
|
Earnings (loss) from
unconsolidated co-investment ventures:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
$ |
8,596 |
|
|
$ |
21,724 |
|
|
$ |
(7,843) |
|
|
Europe
|
|
|
108,430 |
|
|
|
63,839 |
|
|
|
31,174 |
|
|
Asia
|
|
|
14,022 |
|
|
|
9,091 |
|
|
|
2,372 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earnings from
unconsolidated co-investment ventures, net
|
|
$ |
131,048 |
|
|
$ |
94,654 |
|
|
$ |
25,703 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Strategic capital and other
income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
$ |
94,354 |
|
|
$ |
70,642 |
|
|
$ |
68,142 |
|
|
Europe
|
|
|
86,487 |
|
|
|
63,794 |
|
|
|
37,173 |
|
|
Asia
|
|
|
37,509 |
|
|
|
42,749 |
|
|
|
19,870 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total strategic capital
income
|
|
|
218,350 |
|
|
|
177,185 |
|
|
|
125,185 |
|
|
Development management and
other income
|
|
|
5,424 |
|
|
|
4,007 |
|
|
|
535 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total strategic capital
and other income
|
|
$ |
223,774 |
|
|
$ |
181,192 |
|
|
$ |
125,720 |
|
We may earn promotes based
on the third-party investor returns over time. In June 2014, we
earned a promote of $42.1 million from Prologis Targeted U.S.
Logistics Fund, which was based on the venture’s cumulative
returns to the investors over the last three years. In October
2013, we earned a promote of $7.9 million in connection with the
conclusion of SGP Mexico, which was based on the venture’s
cumulative returns to the investor over the life of the venture. We
recognized the third-party investors’ portion of the promote
of $31.3 million and $6.4 million in 2014 and 2013, respectively,
which is reflected in Strategic Capital Income in the
Consolidated Statements of Operations. We also recognized $4.2
million and $1.3 million of expense in 2014 and 2013, respectively
that is reflected in Strategic Capital Expenses in the
Consolidated Statements of Operations, and represents the
associated cash bonus paid pursuant to the terms of the Prologis
Promote Plan. See Note 13 for more information about this
plan.
Information about our
investments in the individual co-investment ventures at
December 31 was as follows (dollars in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Ownership
Percentage |
|
|
Investment
in
and Advances
to |
|
|
Co-Investment Venture |
|
2014 |
|
|
2013 |
|
|
2014 |
|
|
2013 |
|
|
Prologis Targeted U.S.
Logistics Fund, L.P.
|
|
|
24.3% |
|
|
|
25.9% |
|
|
$ |
712,044 |
|
|
$ |
743,454 |
|
|
Prologis North American
Industrial Fund, LP (NAIF) (1)
|
|
|
- |
|
|
|
23.1% |
|
|
|
- |
|
|
|
201,482 |
|
|
FIBRA Prologis
(2) (3)
|
|
|
45.9% |
|
|
|
- |
|
|
|
589,627 |
|
|
|
- |
|
|
Prologis MX Fund LP
(Prologis Mexico Industrial Fund) (2)
|
|
|
- |
|
|
|
20.0% |
|
|
|
- |
|
|
|
49,684 |
|
|
Prologis Brazil Logistics
Partners Fund I, L.P. (“Brazil Fund”) and related joint
ventures (“Brazil Ventures”) (4)
|
|
|
50.0% |
|
|
|
50.0% |
|
|
|
235,496 |
|
|
|
199,392 |
|
|
Prologis Targeted Europe
Logistics Fund, FCP-FIS
|
|
|
43.2% |
|
|
|
43.1% |
|
|
|
458,702 |
|
|
|
471,896 |
|
|
Prologis European
Properties Fund II, FCP-FIS
|
|
|
31.1% |
|
|
|
32.5% |
|
|
|
488,503 |
|
|
|
582,828 |
|
|
Europe Logistics Venture 1,
FCP-FIS (5)
|
|
|
15.0% |
|
|
|
15.0% |
|
|
|
56,127 |
|
|
|
62,654 |
|
|
Prologis European Logistics
Partners Sàrl (PELP) (5)
|
|
|
50.0% |
|
|
|
50.0% |
|
|
|
1,769,720 |
|
|
|
1,585,923 |
|
|
Nippon Prologis REIT (NPR)
(6)(7)
|
|
|
15.1% |
|
|
|
15.1% |
|
|
|
303,178 |
|
|
|
309,715 |
|
|
Prologis China Logistics
Venture I, LP & II, LP (Prologis China Logistics Venture)
(5)
|
|
|
15.0% |
|
|
|
15.0% |
|
|
|
52,521 |
|
|
|
42,987 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Totals
|
|
|
|
|
|
|
|
|
|
$ |
4,665,918 |
|
|
$ |
4,250,015 |
|
| (1) |
As discussed in Note 3, we
began consolidating NAIF in October 2014. |
| (2) |
As discussed in Note 4, we
completed the initial public offering of FIBRA Prologis in June
2014 and concluded the Prologis Mexico Industrial Fund. At
December 31, 2014, we owned 291.1 million units of FIBRA
Prologis, which had a closing price of Ps 27.29 ($1.86) per unit on
the Mexican Stock Exchange. |
| (3) |
We have granted FIBRA
Prologis a right of first refusal with respect to stabilized
properties that we plan to sell in Mexico. |
| (4) |
We have a 50% ownership
interest in and consolidate an entity that in turn owns 50% of
several entities that we account for on the equity method. Also, we
have additional investments in other unconsolidated entities in
Brazil that we account for on the equity method with various
ownership interests ranging from 5-50%. We refer to the Brazil Fund
and the other unconsolidated entities collectively as the
“Brazil Ventures.” |
| (5) |
We have one partner in each
of these co-investment ventures. |
| (6) |
At December 31, 2014,
we owned 261,310 units of NPR, which had a closing price of
¥260,600 ($2,179) per share on the Tokyo Stock Exchange. At
December 31, 2014 and 2013, we had receivables from NPR of
$85.9 million and $88.5 million, respectively, related to customer
security deposits that originated through a leasing company owned
by us that pertain to properties owned by NPR. We have a
corresponding payable to NPR’s customers in Other
Liabilities in the Consolidated Balance Sheets. |
| (7) |
For any properties we
develop and plan to sell in Japan, we are committed to offer those
properties to NPR. |
Equity Commitments
Related to Certain Unconsolidated Co-Investment
Ventures
Certain co-investment
ventures have equity commitments from us and our venture partners.
Our venture partners fulfill their equity commitment with cash. We
may fulfill our equity commitment through contributions of
properties or cash. The venture may obtain financing for the
properties and therefore the acquisition price of additional
investments that the venture could make may be more than the equity
commitment. Depending on market conditions, the investment
objectives of the ventures, our liquidity needs and other factors,
we may make additional contributions of properties and/or
additional cash investments in these ventures through the remaining
commitment period.
The following table is a
summary of remaining equity commitments at December 31, 2014
(in millions):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Equity
commitments |
|
|
Expiration date
for
remaining
commitments |
|
|
|
|
Prologis |
|
|
Venture
Partners |
|
|
Total |
|
|
|
Prologis Targeted U.S.
Logistics Fund
|
|
$ |
- |
|
|
$ |
376 |
|
|
$ |
376 |
|
|
|
2015-2017 |
|
|
Prologis Targeted Europe
Logistics Fund (1)
|
|
|
117 |
|
|
|
197 |
|
|
|
314 |
|
|
|
June 2015 |
|
|
Prologis European
Properties Fund II (1)
|
|
|
46 |
|
|
|
106 |
|
|
|
152 |
|
|
|
September 2015 |
|
|
Europe Logistics Venture 1
(1)
|
|
|
4 |
|
|
|
21 |
|
|
|
25 |
|
|
|
June 2015 |
|
|
Prologis European Logistics
Partners Sàrl (2)
|
|
|
104 |
|
|
|
104 |
|
|
|
208 |
|
|
|
February 2016 |
|
|
Prologis China Logistics
Venture (3)
|
|
|
225 |
|
|
|
1,277 |
|
|
|
1,502 |
|
|
|
2015 and 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
496 |
|
|
$ |
2,081 |
|
|
$ |
2,577 |
|
|
|
|
|
| (1) |
Equity commitments are
denominated in euro and reported above in U.S. dollars based on an
exchange rate of 1.21 U.S. dollars to the euro. |
| (2) |
The equity commitments for
this venture are expected to fund the future repayment of debt that
is denominated in British pounds sterling. The commitments will be
called in euros and are reported above in U.S. dollars using an
exchange rate of 1.56 U.S. dollars to the British pounds
sterling. |
| (3) |
In July 2014, we secured a
$500 million increase in committed third-party equity for this
venture. |
Other
Ventures
We have several investments
in other unconsolidated ventures that own real estate properties
and/or perform development activity. We recognized our
proportionate share of the earnings from our investments in these
entities of $3.2 million, $2.6 million and $6.0 million for the
years ended December 31, 2014, 2013 and 2012,
respectively.
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