Attached files
| file | filename |
|---|---|
| EX-31.2 - EX-31.2 - Prologis, Inc. | pld-ex312_8.htm |
| EX-12.1 - EX-12.1 - Prologis, Inc. | pld-ex121_14.htm |
| EX-15.2 - EX-15.2 - Prologis, Inc. | pld-ex152_10.htm |
| EX-32.2 - EX-32.2 - Prologis, Inc. | pld-ex322_12.htm |
| EX-15.1 - EX-15.1 - Prologis, Inc. | pld-ex151_9.htm |
| EX-12.2 - EX-12.2 - Prologis, Inc. | pld-ex122_6.htm |
| EX-31.4 - EX-31.4 - Prologis, Inc. | pld-ex314_13.htm |
| EX-31.1 - EX-31.1 - Prologis, Inc. | pld-ex311_11.htm |
| EX-32.1 - EX-32.1 - Prologis, Inc. | pld-ex321_7.htm |
| EX-31.3 - EX-31.3 - Prologis, Inc. | pld-ex313_15.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
|
T |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended March 31, 2016
|
£ |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from ______________ to ______________
Commission File Number: 001-13545 (Prologis, Inc.) 001-14245 (Prologis, L.P.)
Prologis, Inc.
Prologis, L.P.
(Exact name of registrant as specified in its charter)
|
Maryland (Prologis, Inc.) Delaware (Prologis, L.P.) |
|
94-3281941 (Prologis, Inc.) 94-3285362 (Prologis, L.P.) |
|
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
|
Pier 1, Bay 1, San Francisco, California |
|
94111 |
|
(Address or principal executive offices) |
|
(Zip Code) |
(415) 394-9000
(Registrants’ telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing for the past 90 days.
|
Prologis, Inc. |
Yes |
T |
No |
£ |
|
Prologis, L.P. |
Yes |
T |
No |
£ |
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website; if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periods that the registrant was required to submit and post such files).
|
Prologis, Inc. |
Yes |
T |
No |
£ |
|
Prologis, L.P. |
Yes |
T |
No |
£ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):
|
Prologis, Inc.: |
|
|
|
|
|
Large accelerated filer T |
|
Accelerated filer £ |
Non-accelerated filer £ |
Smaller reporting company £ |
|
|
|
(Do not check if a smaller reporting company) |
|
|
|
Prologis, L.P.: |
|
|
|
|
|
Large accelerated filer £ |
|
Accelerated filer £ |
Non-accelerated filer T |
Smaller reporting company £ |
|
|
|
(Do not check if a smaller reporting company) |
|
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
|
Prologis, Inc. |
Yes |
£ |
No |
T |
|
Prologis, L.P. |
Yes |
£ |
No |
T |
The number of shares of Prologis, Inc.’s common stock outstanding at May 2, 2016, was approximately 525,367,000.
This report combines the quarterly reports on Form 10-Q for the period ended March 31, 2016, of Prologis, Inc. and Prologis, L.P. Unless stated otherwise or the context otherwise requires, references to “Prologis, Inc.” or the “Parent” mean Prologis, Inc. and its consolidated subsidiaries; and references to “Prologis, L.P.” or the “Operating Partnership” mean Prologis, L.P., and its consolidated subsidiaries. The terms “the Company,” “Prologis,” “we,” “our” or “us” means Prologis, Inc. and the Operating Partnership collectively.
Prologis, Inc. is a real estate investment trust (“REIT”) and the general partner of the Operating Partnership. At March 31, 2016, Prologis, Inc. owned an approximate 97.04% common general partnership interest in the Operating Partnership and 100% of the preferred units in the Operating Partnership. The remaining approximate 2.96% common limited partnership interests are owned by nonaffiliated investors and certain current and former directors and officers of Prologis, Inc. As the sole general partner of the Operating Partnership, Prologis, Inc. has complete responsibility and discretion in the day-to-day management and control of the Operating Partnership.
We operate Prologis, Inc. and the Operating Partnership as one enterprise. The management of Prologis, Inc. consists of the same members as the management of the Operating Partnership. These members are officers of Prologis, Inc. and employees of the Operating Partnership or one of its subsidiaries. As general partner with control of the Operating Partnership, Prologis, Inc. consolidates the Operating Partnership for financial reporting purposes. Because the only significant asset of Prologis, Inc. is its investment in the Operating Partnership, the assets and liabilities of Prologis, Inc. and the Operating Partnership are the same on their respective financial statements.
We believe combining the quarterly reports on Form 10-Q of Prologis, Inc. and the Operating Partnership into this single report results in the following benefits:
|
· |
enhances investors’ understanding of Prologis, Inc. and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business; |
|
· |
eliminates duplicative disclosure and provides a more streamlined and readable presentation since a substantial portion of the Company’s disclosure applies to both Prologis, Inc. and the Operating Partnership; and |
|
· |
creates time and cost efficiencies through the preparation of one combined report instead of two separate reports. |
It is important to understand the few differences between Prologis, Inc. and the Operating Partnership in the context of how we operate the Company. Prologis, Inc. does not conduct business itself, other than acting as the sole general partner of the Operating Partnership and issuing public equity from time to time. Prologis, Inc. itself does not incur any indebtedness, but it guarantees the unsecured debt of the Operating Partnership. The Operating Partnership holds substantially all the assets of the business, directly or indirectly, and holds the ownership interests in the Company’s investment in certain entities. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by Prologis, Inc., which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates capital required by the business through the Operating Partnership’s operations, incurrence of indebtedness and issuance of partnership units to third parties.
Noncontrolling interests, stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of Prologis, Inc. and those of the Operating Partnership. The noncontrolling interests in the Operating Partnership’s consolidated financial statements include the interests in consolidated entities not owned by the Operating Partnership. The noncontrolling interests in Prologis, Inc.’s consolidated financial statements include the same noncontrolling interests at the Operating Partnership level, as well as the common limited partnership interests in the Operating Partnership, not owned by Prologis, Inc., which are accounted for as partners’ capital by the Operating Partnership.
To highlight the differences between Prologis, Inc. and the Operating Partnership, separate sections in this report, as applicable, individually discuss Prologis, Inc. and the Operating Partnership, including separate financial statements and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure of Prologis, Inc. and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of Prologis.
INDEX
PROLOGIS, INC.
(In thousands, except per share data)
|
|
March 31, |
|
|
|
|
|
|
|
|
2016 |
|
|
December 31, |
|
||
|
|
(Unaudited) |
|
|
2015 |
|
||
|
ASSETS |
|
|
|
|
|
|
|
|
Investments in real estate properties |
$ |
27,628,680 |
|
|
$ |
27,521,368 |
|
|
Less accumulated depreciation |
|
3,424,143 |
|
|
|
3,274,284 |
|
|
Net investments in real estate properties |
|
24,204,537 |
|
|
|
24,247,084 |
|
|
Investments in and advances to unconsolidated entities |
|
4,866,664 |
|
|
|
4,755,620 |
|
|
Assets held for sale or contribution |
|
431,332 |
|
|
|
378,423 |
|
|
Notes receivable backed by real estate |
|
37,550 |
|
|
|
235,050 |
|
|
Net investments in real estate |
|
29,540,083 |
|
|
|
29,616,177 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
369,737 |
|
|
|
264,080 |
|
|
Other assets |
|
1,465,928 |
|
|
|
1,514,510 |
|
|
Total assets |
$ |
31,375,748 |
|
|
$ |
31,394,767 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Debt |
$ |
11,687,171 |
|
|
$ |
11,626,831 |
|
|
Accounts payable and accrued expenses |
|
698,678 |
|
|
|
712,725 |
|
|
Other liabilities |
|
649,275 |
|
|
|
634,375 |
|
|
Total liabilities |
|
13,035,124 |
|
|
|
12,973,931 |
|
|
|
|
|
|
|
|
|
|
|
Equity: |
|
|
|
|
|
|
|
|
Prologis, Inc. stockholders’ equity: |
|
|
|
|
|
|
|
|
Series Q preferred stock at stated liquidation preference of $50 per share: $0.01 par value; 1,565 shares issued and outstanding and 100,000 preferred shares authorized at March 31, 2016, and December 31, 2015 |
|
78,235 |
|
|
|
78,235 |
|
|
Common stock: $0.01 par value; 525,132 shares and 524,512 shares issued and outstanding at March 31, 2016, and December 31, 2015, respectively |
|
5,251 |
|
|
|
5,245 |
|
|
Additional paid-in capital |
|
19,302,387 |
|
|
|
19,302,367 |
|
|
Accumulated other comprehensive loss |
|
(813,900 |
) |
|
|
(791,429 |
) |
|
Distributions in excess of net earnings |
|
(3,939,312 |
) |
|
|
(3,926,483 |
) |
|
Total Prologis, Inc. stockholders’ equity |
|
14,632,661 |
|
|
|
14,667,935 |
|
|
Noncontrolling interests |
|
3,707,963 |
|
|
|
3,752,901 |
|
|
Total equity |
|
18,340,624 |
|
|
|
18,420,836 |
|
|
Total liabilities and equity |
$ |
31,375,748 |
|
|
$ |
31,394,767 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
1
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
|
|
|
Three Months Ended |
|
|||||
|
|
|
March 31, |
|
|||||
|
|
|
2016 |
|
|
2015 |
|
||
|
Revenues: |
|
|
|
|
|
|
|
|
|
Rental |
|
$ |
437,104 |
|
|
$ |
324,547 |
|
|
Rental recoveries |
|
|
117,012 |
|
|
|
94,255 |
|
|
Strategic capital |
|
|
49,666 |
|
|
|
42,025 |
|
|
Development management and other |
|
|
2,518 |
|
|
|
2,020 |
|
|
Total revenues |
|
|
606,300 |
|
|
|
462,847 |
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
Rental |
|
|
146,581 |
|
|
|
127,095 |
|
|
Strategic capital |
|
|
25,293 |
|
|
|
25,182 |
|
|
General and administrative, net |
|
|
50,543 |
|
|
|
51,306 |
|
|
Depreciation and amortization |
|
|
250,000 |
|
|
|
169,808 |
|
|
Other |
|
|
4,685 |
|
|
|
5,575 |
|
|
Total expenses |
|
|
477,102 |
|
|
|
378,966 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
129,198 |
|
|
|
83,881 |
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
Earnings from unconsolidated entities, net |
|
|
58,311 |
|
|
|
31,042 |
|
|
Interest expense |
|
|
(80,812 |
) |
|
|
(68,761 |
) |
|
Interest and other income, net |
|
|
2,591 |
|
|
|
11,049 |
|
|
Gains on dispositions of investments in real estate, net |
|
|
144,317 |
|
|
|
277,715 |
|
|
Foreign currency and derivative gains (losses) and related amortization, net |
|
|
(14,211 |
) |
|
|
34,566 |
|
|
Losses on early extinguishment of debt, net |
|
|
(1,052 |
) |
|
|
(16,289 |
) |
|
Total other income |
|
|
109,144 |
|
|
|
269,322 |
|
|
Earnings before income taxes |
|
|
238,342 |
|
|
|
353,203 |
|
|
Total income tax expense |
|
|
15,537 |
|
|
|
1,891 |
|
|
Consolidated net earnings |
|
|
222,805 |
|
|
|
351,312 |
|
|
Less net earnings attributable to noncontrolling interests |
|
|
13,075 |
|
|
|
4,436 |
|
|
Net earnings attributable to controlling interests |
|
|
209,730 |
|
|
|
346,876 |
|
|
Less preferred stock dividends |
|
|
1,689 |
|
|
|
1,670 |
|
|
Net earnings attributable to common stockholders |
|
$ |
208,041 |
|
|
$ |
345,206 |
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding – Basic |
|
|
524,205 |
|
|
|
514,022 |
|
|
Weighted average common shares outstanding – Diluted |
|
|
543,562 |
|
|
|
529,022 |
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per share attributable to common stockholders – Basic |
|
$ |
0.40 |
|
|
$ |
0.67 |
|
|
|
|
|
|
|
|
|
|
|
|
Net earnings per share attributable to common stockholders – Diluted |
|
$ |
0.39 |
|
|
$ |
0.65 |
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per common share |
|
$ |
0.42 |
|
|
$ |
0.36 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
|
|
|
Three Months Ended |
|
|||||
|
|
|
March 31, |
|
|||||
|
|
|
2016 |
|
|
2015 |
|
||
|
Consolidated net earnings |
|
$ |
222,805 |
|
|
$ |
351,312 |
|
|
Other comprehensive income (loss): |
|
|
|
|
|
|
|
|
|
Foreign currency translation gains (losses), net |
|
|
1,461 |
|
|
|
(124,279 |
) |
|
Unrealized gains (losses) and amortization on derivative contracts, net |
|
|
(15,892 |
) |
|
|
3,809 |
|
|
Comprehensive income |
|
|
208,374 |
|
|
|
230,842 |
|
|
Net earnings attributable to noncontrolling interests |
|
|
(13,075 |
) |
|
|
(4,436 |
) |
|
Other comprehensive loss (income) attributable to noncontrolling interest |
|
|
(8,040 |
) |
|
|
19,094 |
|
|
Comprehensive income attributable to common stockholders |
|
$ |
187,259 |
|
|
$ |
245,500 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
PROLOGIS, INC.
CONSOLIDATED STATEMENT OF EQUITY
Three Months Ended March 31, 2016
(Unaudited)
(In thousands)
|
|
|
|
|
|
|
Common Stock |
|
|
|
|
|
|
Accumulated |
|
|
Distributions |
|
|
|
|
|
|
|
|
|
|||||||
|
|
|
|
|
|
|
Number |
|
|
|
|
|
|
Additional |
|
|
Other |
|
|
in Excess of |
|
|
Non- |
|
|
|
|
|
|||||
|
|
|
Preferred |
|
|
of |
|
|
Par |
|
|
Paid-in |
|
|
Comprehensive |
|
|
Net |
|
|
controlling |
|
|
Total |
|
||||||||
|
|
|
Stock |
|
|
Shares |
|
|
Value |
|
|
Capital |
|
|
Income (Loss) |
|
|
Earnings |
|
|
interests |
|
|
Equity |
|
||||||||
|
Balance at January 1, 2016 |
|
$ |
78,235 |
|
|
|
524,512 |
|
|
$ |
5,245 |
|
|
$ |
19,302,367 |
|
|
$ |
(791,429 |
) |
|
$ |
(3,926,483 |
) |
|
$ |
3,752,901 |
|
|
$ |
18,420,836 |
|
|
Consolidated net earnings |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
209,730 |
|
|
|
13,075 |
|
|
|
222,805 |
|
|
Effect of equity compensation plans |
|
|
- |
|
|
|
620 |
|
|
|
6 |
|
|
|
7,524 |
|
|
|
- |
|
|
|
- |
|
|
|
5,338 |
|
|
|
12,868 |
|
|
Issuance of units related to acquisitions |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
876 |
|
|
|
876 |
|
|
Settlement of noncontrolling interests |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
851 |
|
|
|
- |
|
|
|
- |
|
|
|
(2,979 |
) |
|
|
(2,128 |
) |
|
Capital contributions |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
256 |
|
|
|
256 |
|
|
Foreign currency translation gains (losses), net |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(7,050 |
) |
|
|
- |
|
|
|
8,511 |
|
|
|
1,461 |
|
|
Unrealized losses and amortization on derivative contracts, net |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(15,421 |
) |
|
|
- |
|
|
|
(471 |
) |
|
|
(15,892 |
) |
|
Reallocation of equity |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(8,848 |
) |
|
|
- |
|
|
|
- |
|
|
|
8,848 |
|
|
|
- |
|
|
Distributions and other |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
493 |
|
|
|
- |
|
|
|
(222,559 |
) |
|
|
(78,392 |
) |
|
|
(300,458 |
) |
|
Balance at March 31, 2016 |
|
$ |
78,235 |
|
|
|
525,132 |
|
|
$ |
5,251 |
|
|
$ |
19,302,387 |
|
|
$ |
(813,900 |
) |
|
$ |
(3,939,312 |
) |
|
$ |
3,707,963 |
|
|
$ |
18,340,624 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
3
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
|
|
|
Three Months Ended |
|
|||||
|
|
|
March 31, |
|
|||||
|
|
|
2016 |
|
|
2015 |
|
||
|
Operating activities: |
|
|
|
|
|
|
|
|
|
Consolidated net earnings |
|
$ |
222,805 |
|
|
$ |
351,312 |
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
|
Straight-lined rents and amortization of above and below market leases |
|
|
(20,283 |
) |
|
|
(4,832 |
) |
|
Equity-based compensation awards |
|
|
12,465 |
|
|
|
13,234 |
|
|
Depreciation and amortization |
|
|
250,000 |
|
|
|
169,808 |
|
|
Earnings from unconsolidated entities, net |
|
|
(58,311 |
) |
|
|
(31,042 |
) |
|
Distributions from unconsolidated entities |
|
|
69,750 |
|
|
|
32,361 |
|
|
Net changes in operating receivables from unconsolidated entities |
|
|
30,599 |
|
|
|
(7,645 |
) |
|
Amortization of debt premiums, net of deferred financing costs |
|
|
(5,391 |
) |
|
|
(6,419 |
) |
|
Gains on dispositions of investments in real estate, net |
|
|
(144,317 |
) |
|
|
(277,715 |
) |
|
Losses on early extinguishment of debt, net |
|
|
1,052 |
|
|
|
16,289 |
|
|
Unrealized foreign currency and derivative losses (gains) and related amortization, net |
|
|
15,079 |
|
|
|
(32,860 |
) |
|
Deferred income tax expense (benefit) |
|
|
(619 |
) |
|
|
1,052 |
|
|
Decrease (increase) in accounts receivable and other assets |
|
|
11,455 |
|
|
|
(28,673 |
) |
|
Decrease in accounts payable and accrued expenses and other liabilities |
|
|
(118,014 |
) |
|
|
(113,338 |
) |
|
Net cash provided by operating activities |
|
|
266,270 |
|
|
|
81,532 |
|
|
Investing activities: |
|
|
|
|
|
|
|
|
|
Real estate development activity |
|
|
(343,955 |
) |
|
|
(337,416 |
) |
|
Real estate acquisitions |
|
|
(67,346 |
) |
|
|
(68,844 |
) |
|
Tenant improvements and lease commissions on previously leased space |
|
|
(41,569 |
) |
|
|
(30,800 |
) |
|
Nondevelopment capital expenditures |
|
|
(10,721 |
) |
|
|
(11,602 |
) |
|
Proceeds from dispositions and contributions of real estate properties |
|
|
603,387 |
|
|
|
325,830 |
|
|
Investments in and advances to unconsolidated entities |
|
|
(117,017 |
) |
|
|
(123,689 |
) |
|
Return of investment from unconsolidated entities |
|
|
121,479 |
|
|
|
34,849 |
|
|
Proceeds from repayment of notes receivable backed by real estate |
|
|
197,500 |
|
|
|
9,866 |
|
|
Proceeds from the settlement of net investment hedges |
|
|
869 |
|
|
|
1,457 |
|
|
Net cash provided by (used in) investing activities |
|
|
342,627 |
|
|
|
(200,349 |
) |
|
Financing activities: |
|
|
|
|
|
|
|
|
|
Proceeds from issuance of common stock |
|
|
1,192 |
|
|
|
82,068 |
|
|
Dividends paid on common and preferred stock |
|
|
(222,559 |
) |
|
|
(190,585 |
) |
|
Noncontrolling interests contributions |
|
|
256 |
|
|
|
- |
|
|
Noncontrolling interests distributions |
|
|
(78,888 |
) |
|
|
(22,028 |
) |
|
Purchase of noncontrolling interests |
|
|
(2,128 |
) |
|
|
- |
|
|
Debt and equity issuance costs paid |
|
|
(315 |
) |
|
|
(2,892 |
) |
|
Net proceeds from credit facilities |
|
|
302,983 |
|
|
|
66,639 |
|
|
Repurchase and payments of debt |
|
|
(809,309 |
) |
|
|
(313,005 |
) |
|
Proceeds from issuance of debt |
|
|
299,497 |
|
|
|
347,850 |
|
|
Net cash used in financing activities |
|
|
(509,271 |
) |
|
|
(31,953 |
) |
|
|
|
|
|
|
|
|
|
|
|
Effect of foreign currency exchange rate changes on cash |
|
|
6,031 |
|
|
|
(7,909 |
) |
|
Net increase (decrease) in cash and cash equivalents |
|
|
105,657 |
|
|
|
(158,679 |
) |
|
Cash and cash equivalents, beginning of period |
|
|
264,080 |
|
|
|
350,692 |
|
|
Cash and cash equivalents, end of period |
|
$ |
369,737 |
|
|
$ |
192,013 |
|
See Note 13 for information on noncash investing and financing activities and other information.
The accompanying notes are an integral part of these Consolidated Financial Statements.
4
(In thousands)
|
|
March 31, |
|
|
|
|
|
|
|
|
2016 |
|
|
December 31, |
|
||
|
|
(Unaudited) |
|
|
2015 |
|
||
|
ASSETS |
|
|
|
|
|
|
|
|
Investments in real estate properties |
$ |
27,628,680 |
|
|
$ |
27,521,368 |
|
|
Less accumulated depreciation |
|
3,424,143 |
|
|
|
3,274,284 |
|
|
Net investments in real estate properties |
|
24,204,537 |
|
|
|
24,247,084 |
|
|
Investments in and advances to unconsolidated entities |
|
4,866,664 |
|
|
|
4,755,620 |
|
|
Assets held for sale or contribution |
|
431,332 |
|
|
|
378,423 |
|
|
Notes receivable backed by real estate |
|
37,550 |
|
|
|
235,050 |
|
|
Net investments in real estate |
|
29,540,083 |
|
|
|
29,616,177 |
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
369,737 |
|
|
|
264,080 |
|
|
Other assets |
|
1,465,928 |
|
|
|
1,514,510 |
|
|
Total assets |
$ |
31,375,748 |
|
|
$ |
31,394,767 |
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND CAPITAL |
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Debt |
$ |
11,687,171 |
|
|
$ |
11,626,831 |
|
|
Accounts payable and accrued expenses |
|
698,678 |
|
|
|
712,725 |
|
|
Other liabilities |
|
649,275 |
|
|
|
634,375 |
|
|
Total liabilities |
|
13,035,124 |
|
|
|
12,973,931 |
|
|
|
|
|
|
|
|
|
|
|
Capital: |
|
|
|
|
|
|
|
|
Partners’ capital: |
|
|
|
|
|
|
|
|
General partner – preferred |
|
78,235 |
|
|
|
78,235 |
|
|
General partner – common |
|
14,554,426 |
|
|
|
14,589,700 |
|
|
Limited partners – common |
|
197,358 |
|
|
|
186,683 |
|
|
Limited partners – Class A common |
|
246,517 |
|
|
|
245,991 |
|
|
Total partners’ capital |
|
15,076,536 |
|
|
|
15,100,609 |
|
|
Noncontrolling interests |
|
3,264,088 |
|
|
|
3,320,227 |
|
|
Total capital |
|
18,340,624 |
|
|
|
18,420,836 |
|
|
Total liabilities and capital |
$ |
31,375,748 |
|
|
$ |
31,394,767 |
|
The accompanying notes are an integral part of these Consolidated Financial Statements.
5
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per unit amounts)
|
|
|
Three Months Ended |
|
|||||
|
|
|
March 31, |
|
|||||
|
|
|
2016 |
|
|
2015 |
|
||
|
Revenues: |
|
|
|
|
|
|
|
|
|
Rental |
|
$ |
437,104 |
|
|
$ |
324,547 |
|
|
Rental recoveries |
|
|
117,012 |
|
|
|
94,255 |
|
|
Strategic capital |
|
|
49,666 |
|
|
|
42,025 |
|
|
Development management and other |
|
|
2,518 |
|
|
|
2,020 |
|
|
Total revenues |
|
|
606,300 |
|
|
|
462,847 |
|
|
Expenses: |
|
|
|
|
|
|
|
|
|
Rental |
|
|
146,581 |
|
|
|
127,095 |
|
|
Strategic capital |
|
|
25,293 |
|
|
|
25,182 |
|
|
General and administrative, net |
|
|
50,543 |
|
|
|
51,306 |
|
|
Depreciation and amortization |
|
|
250,000 |
|
|
|
169,808 |
|
|
Other |
|
|
4,685 |
|
|
|
5,575 |
|
|
Total expenses |
|
|
477,102 |
|
|
|
378,966 |
|
|
|
|
|
|
|
|
|
|
|
|
Operating income |
|
|
129,198 |
|
|
|
83,881 |
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense): |
|
|
|
|
|
|
|
|
|
Earnings from unconsolidated entities, net |
|
|
58,311 |
|
|
|
31,042 |
|
|
Interest expense |
|
|
(80,812 |
) |
|
|
(68,761 |
) |
|
Interest and other income, net |
|
|
2,591 |
|
|
|
11,049 |
|
|
Gains on dispositions of investments in real estate, net |
|
|
144,317 |
|
|
|
277,715 |
|
|
Foreign currency and derivative gains (losses) and related amortization, net |
|
|
(14,211 |
) |
|
|
34,566 |
|
|
Losses on early extinguishment of debt, net |
|
|
(1,052 |
) |
|
|
(16,289 |
) |
|
Total other income |
|
|
109,144 |
|
|
|
269,322 |
|
|
Earnings before income taxes |
|
|
238,342 |
|
|
|
353,203 |
|
|
Total income tax expense |
|
|
15,537 |
|
|
|
1,891 |
|
|
Consolidated net earnings |
|
|
222,805 |
|
|
|
351,312 |
|
|
Less net earnings attributable to noncontrolling interests |
|
|
6,841 |
|
|
|
3,154 |
|
|
Net earnings attributable to controlling interests |
|
|
215,964 |
|
|
|
348,158 |
|
|
Less preferred unit distributions |
|
|
1,689 |
|
|
|
1,670 |
|
|
Net earnings attributable to common unitholders |
|
$ |
||||||