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Executives

Tracy Ward -

Hamid R. Moghadam - Co-Chief Executive Officer, Chairman of The Board and Member of Executive Committee

William E. Sullivan - Chief Financial Officer

Michael S. Curless - Chief Investment Officer and Chairman of Investment Committee

Walter C. Rakowich - Co- Chief Executive Officer, Director and Chairman of Executive Committee

Eugene F. Reilly - Chief Executive Officer of the Americas

Thomas S. Olinger - Chief Integration Officer

Guy F. Jaquier - Chief Executive Officer of Private Capital

Analysts

Jeffrey Spector - BofA Merrill Lynch, Research Division

James C. Feldman - BofA Merrill Lynch, Research Division

Paul Morgan - Morgan Stanley, Research Division

Ross T. Nussbaum - UBS Investment Bank, Research Division

Michael Bilerman - Citigroup Inc, Research Division

Ki Bin Kim - Macquarie Research

Sloan Bohlen - Goldman Sachs Group Inc., Research Division

Brendan Maiorana - Wells Fargo Securities, LLC, Research Division

Michael W. Mueller - JP Morgan Chase & Co, Research Division

John W. Guinee - Stifel, Nicolaus & Co., Inc., Research Division

John Stewart - Green Street Advisors, Inc., Research Division

David Rodgers - RBC Capital Markets, LLC, Research Division

George D. Auerbach - ISI Group Inc., Research Division

Prologis (PLD) Q4 2011 Earnings Call February 8, 2012 12:00 PM ET

Operator

Good morning. My name is Jessica, and I will be your conference operator today. At this time, I would like to welcome everyone to the Prologis Fourth Quarter Earnings Conference Call. [Operator Instructions] Tracy Ward, Senior Vice President of Investor Relations and Corporate Communications, you may begin your conference.

Tracy Ward

Thank you, Jessica. Good morning, everyone. Welcome to our fourth quarter 2011 conference call. The supplemental document is available on our website at prologis.com under Investor Relations. This morning, we'll hear from Hamid Moghadam, Co-CEO and Chairman, to comment on our company strategies and market environment; and then from Bill Sullivan, the CFO, who will cover results and guidance. Additionally, we are joined by Walt Rakowich, Gary Anderson, Mike Curless, Guy Jaquier, Tom Olinger and Gene Reilly.

Before we begin the prepared remarks, I'd like to quickly state that this conference call will contain forward-looking statements under Federal Securities laws. These statements are based on current expectations, estimates and projections about the market and the industry in which Prologis operates, as well as management's beliefs and assumptions. Forward-looking statements are not guarantees of performance, and actual operating results may be affected by a variety of factors. For a list of those factors, please refer to forward-looking statement notice in our 10-K or on SEC filings.

I'd also like to state that our fourth quarter results press release and supplemental, do contain financial measures, such as FFO, EBITDA that are non-GAAP measures. And in accordance with Reg G, we have provided a reconciliation to those measures. [Operator Instructions] Hamid, will you please begin?

Hamid R. Moghadam

Good morning, everyone, and welcome to our earnings call. As you know, 2011 was a year of transformation for our company. It's rare in business that 2 leading companies from the same sector are able to combine so seamlessly. Walt and I are very pleased to report that the integration has exceeded our expectations. You may recall, at the outset of the merger, we established 4 key priorities to guide our path over the next 2 years. These priorities were: First, to align our portfolio with our investment strategy; second, to strengthen our financial position; third, to streamline our Private Capital business; and fourth, to improve the utilization of our low-yielding assets. We've made excellent progress on these 4 objectives. And I'd now like to take a few moments to review their essential highlights.

Of the 4 priorities, probably the most central to our plan is our decision to refine the combined portfolio and to align it with our investment strategy because in many ways, the other priorities flow from this one. The merger expanded our portfolio. And as you'd expect, not all of those assets were a perfect fit for the new Prologis. We performed a comprehensive review of our markets and our properties and constructed a $2.9 billion third-party disposition plan to cull the portfolio over the next 2 years. Execution of this plan is well underway.

During the second half of the year, our share of third-party dispositions of buildings and land generated more than $530 million in total proceeds. Our sale properties were located predominantly in markets we've categorized as regional or other, and had an average age of about 25 years. The disposition momentum has carried into 2012 as we've continued to see solid demand and capital available for high-quality industrial real estate acquisitions around the globe. In fact, we've closed more than 425 million of dispositions year-to-date, of which our share is $385 million. This includes the sale of a 3.5 million square foot portfolio in the U.K. that closed just this morning. This brings our share of third-party sale proceeds from the second half of the year to $915 million.

Our second priority is to further strengthen our financial position. Our sales proceeds enhance our stated objective to build one of the strongest balance sheets in the industry and to lower our overall financial risk and currency exposure. This means our assets outside the U.S. will be held in Private Capital ventures. New developments in these regions, particularly in emerging markets, will be done in conjunction with our Private Capital partners. Here, we are on track as well. During the second half of the year, our share of the contributions and sales to our core investment vehicles totaled more than $800 million. Combined with our share of third-party dispositions, we have generated more than $1.7 billion of capital for the company.

Turning to our third priority. We've made great progress in rationalizing our Private Capital business. Subsequent to year end, we purchased our partner’s interest in NA2 and brought the portfolio onto our balance sheet. We are engaged in similar discussions with our institutional partners regarding a couple of other funds, and we expect to report on our progress soon. We're also growing our Private Capital business with the formation of new funds and raising capital for our existing vehicles. Our top focus is on establishing new core investment vehicles in Japan. We began our marketing efforts for core and development ventures in November, and are confident of a midyear close. We're very encouraged by the high level of engagement of institutional investors. And the number of potential partners in various stages of due diligence has increased fourfold over last year. In short, the Private Capital team is firing on all cylinders and we believe we can meet or even exceed last year's record fundraising level of $1.8 billion.

Our fourth priority is to improve the utilization of our low-yielding assets. Our leasing teams have delivered excellent results across the board in 2011. Activity was strong. And we ended the year with occupancy in our global portfolio up 120 basis points from the third quarter. And despite the problems in Europe, our team continues to produce impressive results. Fourth quarter occupancy in our European portfolio was up 160 basis points over the prior quarter. Demand for our properties remains strong in Asia, and we continue to lease new developments in both Japan and China, well ahead of schedule.

Let me switch gears now and discuss our views on the operating environment, and what we're seeing and hearing from our customers. The primary indicators of our business tell us that the recovery is on track. Global trade has been improving at a healthy pace in the ocean and air sectors. Air cargo volumes experienced strong rebound in December and surpassed last year's record level. Retailers and manufacturers rush shipments as sales outpace their inventory holdings. We're seeing a similar trend in container volumes. For ports reporting data through December, volumes are up 6% year-over-year.

Looking to the U.S., consumption retail sales and GDP have surpassed precrisis levels. Historical data tells us that as consumption trends up, customers will require more distribution and logistics space to accommodate their inventory restocking efforts. You may recall in October, we said that U.S. inventories were low heading into the holiday season. And as we anticipated, real inventories grew in the fourth quarter. Despite this growth, real inventories remain 5% below their precrisis peak. The continual rebuilding of our customers’ inventories will be a significant theme in 2012.

We closed out 2011 with positive net absorption of 120 million square feet in the U.S., the strongest it's been since 2007. We are forecasting an even stronger 2012 with positive net absorption in the range of 150 million to 175 million square feet. Our customers indicate that they're entering 2012 with a higher level of optimism and with many new space requirements. Following 3 years of inventory reduction and cost-saving efforts, utilization is running high in our buildings. And our customers have reached an inflection point, where they can no longer delay decisions on expansion. Of particular note, demand is picking up among our small- and medium-sized customers, as they gained an impressive 200 basis points in occupancy from the third quarter. In fact, they accounted for the vast majority of our occupancy gains during the quarter, and will continue to drive occupancy and rents in the near term.

In short, we had a very successful year. Walt and I are extremely proud of what the team has accomplished in just a couple of quarters together. We believe the opportunities ahead for the new Prologis are tremendous. And we look forward to our continued success in 2012. With that let me turn it over to Bill.

William E. Sullivan

Thanks, Hamid. This morning, I will focus my comments on 4 key areas: First, results for the fourth quarter; second, our capital markets activity; third, an update on our merger integration; and fourth, our guidance for 2012. Let's start with fourth quarter results.

For the fourth quarter 2011, we generated core FFO of $0.44 per share, which exceeded our original internal forecast by $0.04. The strength in our Q4 core FFO was driven principally by higher-than-expected occupancy, strong Private Capital revenues associated with our Q4 transaction activity, various year-end adjustments and reduced G&A expenses, as a result of our deferred compensation plans. From a run rate perspective, approximately $0.025 per share of the $0.44 was related to the year-end adjustments and the effect of the onetime impact from the deferred comp.

In our operating portfolio, leasing volume was strong across all regions. And in total, we leased more than 37 million square feet, an 11% increase over the third quarter. As Hamid referenced, our operating portfolio was 92.2% occupied at year end, up 120 basis points from the third quarter. Rent changes on rollovers decreased 4.5%, an improvement over the third quarter. Which when combined with our strong occupancy, led to an increase in same-store NOI of 0.4%.

From a contributions and dispositions perspective, we completed approximately $1.2 billion in transactions in the fourth quarter, of which approximately 83% or $1 billion was our share of the proceeds. The weighted average stabilized cap rate on our share of contributions and dispositions was 7.1%. The assets sold to third parties represented predominantly nonstrategic or non-core market assets. In the contributions in sales to our co-investment ventures, nearly 33% of the assets were in the higher cap rate markets of Mexico and Brazil. Excluding those markets, the weighted average stabilized cap rate would be 6.8%. We also disposed of $32 million of land and monetized an additional $41 million of land through our Q4 development starts.

On the capital deployment front, we committed approximately $345 million of capital, of which $210 million was Prologis' share. Our deployment included $166 million of development starts, $146 million of building acquisitions and $32 million of land acquisitions.

Turning to capital markets. In Q4, we completed more than $1.3 billion of debt financings and refinancings, with nearly $1.1 billion of that on behalf of our co-investment ventures and $240 million related directly to Prologis. Additionally, we bought back over $75 million of debt associated with our converts and the PEPR bonds during the quarter. These transactions, in combination with the net effect of our Q4 disposition and capital deployment activity, enabled us to lower our look through debt by over $900 million, reduce our share of 2012 maturities by $400 million and improve our leverage stats across the board. While we were pleased with our progress and exceeded our 2011 delevering objectives, we remain laser-focused on achieving our long-term leverage and credit rating targets.

Relative to the merger integration, we continue to make excellent strides in both identifying and realizing merger synergies. We have identified a total of $115 million in merger-synergy savings, of which we have realized over 90% on a run rate basis as of year-end 2011. We will continue to incur merger integration costs throughout 2012, related primarily to costs for the remaining transitional employees as well as our continuation of our rebranding efforts. To be clear, the heavy lifting associated with the integration is effectively complete. It has gone extremely well, and we could not be happier with the synergies and the collaboration among our teams.

Now turning to guidance for 2012. We expect full year core FFO to be in the range of $1.60 to $1.70 per share. As a reminder, our core FFO excludes any gains or losses from disposition and contribution activity, as well as merger integration costs. While we don't guide to individual quarters, it's important to note that core FFO will not be evenly distributed between quarters in 2012. We expect first quarter core FFO to be lower than the fourth quarter of 2011, principally as a result of: First, the $0.025 of Q4 adjustments in deferred comp savings I referenced earlier; second, the NOI loss associated with the substantial disposition late in Q4 2011; third, seasonally lower occupancy in Q1; and finally, expected seasonal expenses associated with wintertime property OpEx. We expect FFO to gradually increase as the year progresses, driven principally from increasing occupancies in the operating portfolio, stabilization of development assets and increased Private Capital revenues.

On a GAAP basis, we expect to report a net loss for 2012 ranging from $0.40 to $0.50 per share, with a differential from core FFO driven predominantly by real estate depreciation and merger integration expenses.

In our earnings press release, we outlined the business drivers that support our 2012 guidance, which I will briefly review. Same-store NOI is expected to be flat to up 1%, reflecting increased occupancy net of rent rolled outs. Given the lease roll that takes place at the beginning of each year and the seasonal nature of month-to-month leasing, we expect occupancy to drop in the first quarter, and then to trend higher and reach 92.5% to 93.5% by the end of 2012. And while we expect to see net effective rent growth in select markets, rent change on rollovers is expected to again be negative during the year, given leases rolling down from prior cycle peaks. However, we believe we are nearing the end of this roll-down cycle. On the expense side, we expect net G&A to be essentially flat to the annualized fourth quarter level and to total $200 million to $205 million for the year.

Now turning to capital deployment. We anticipate starting $1.1 billion to $1.4 billion of new development, with the vast majority targeted for the second half of the year. Our overall share of total expected investment will be approximately 70%. We expect building acquisitions of $400 million to $600 million, of which we expect Prologis' share of the capital to be approximately 40%. We expect contributions and dispositions in 2012 to total $4.5 billion to $5.5 billion. Net of our co-investment in the fund activity, we expect Prologis' share of the proceeds to be approximately 70%. Our guidance assumes a substantial portion of the contributions are expected to come as a result of the formation of our Japan Funds but does not contemplate a recapitalization of PEPR in 2012.

In an effort to simplify our business, which we have stated as a goal from the outset of the merger, we also intend to rationalize a number of our funds in 2012. To that end, last week, we bought out our partner's 63% interest in NA2 and now own 100% of the asset. This purchase was in our plan for 2012 and is modestly accretive to FFO, although temporarily dilutive to our debt metrics. We intend to eliminate, either through dispositions or through consolidations, at least 3 other funds in 2012 in order to simplify our fund structures and reduce competing priorities.

In closing, we are incredibly pleased with the results in 2011 and the significant progress we made in enhancing our financial position over the last 6 months. We have delivered ahead of plan on our 2011 priorities and are solidly positioned to execute on our strategic goals for 2012. At this point, I will turn the call back to the operator to open up for questions.

Question-and-Answer Session

Operator

[Operator Instructions] Your first question comes from the line of Jeff Spector with Bank of America.

Jeffrey Spector - BofA Merrill Lynch, Research Division

I'm here with Jamie. We had a quick question. We thought there was a timely article today in the Journal talking about the U.S. market shining brighter, manufacturers looking homeward. Can you talk to us about that? And how does this impact your business? So let's say, if manufacturers are bringing more business back to the United States, how does that impact the warehouses that -- in your portfolio?

Hamid R. Moghadam

It should help Chicago and the Midwest a little bit more. And as you know, we've had major holdings there. And you've heard me talk about how Chicago used to be one of the good markets. And was now, in the last 3 or 4 years, behaving like one of the bad markets. And I think if there is more metal-bending and manufacturing of the low-tech nature, it's probably auto-related in the Midwest, so will benefit Chicago. So I think we will be a beneficiary of it, but probably not on the coast; more in the lower cost manufacturing areas like the Midwest.

James C. Feldman - BofA Merrill Lynch, Research Division

Hamid, this is Jamie. So I mean, I guess, just to follow-up, as you're talking to tenants, are they thinking more of along those lines or is this just more in the press and in Super Bowl commercials?

Hamid R. Moghadam

More of the latter than the former. But it is a trend. What's important about it is that -- let me back up. People get this manufacturing thing wrong. Manufacturing employment in the U.S. has gone down. But manufacturing actually has not gone in the U.S. U.S. is still a powerhouse manufacturer, particularly, because of the high productivity and the high-value goods that are being made. So that's -- the trend in manufacturing employment has been down. Now that decline has flattened, basically, and has tipped up a little bit. So to that extent, it's significant, and sells headlines in newspapers. But I think the long-term dynamics are such that the U.S. will continue to be a big manufacturer, but employment levels in manufacturing are not going to be substantially higher.

Operator

Your next question comes from the line of Paul Morgan with Morgan Stanley.

Paul Morgan - Morgan Stanley, Research Division

Just going to the development guidance, you have $1.1 billion and $1.4 billion. Could you just talk a little bit about how much of that will be monetizing land currently in your inventory versus new land acquisitions? And then, also, maybe the mix of build-to-suit and spec, and where you might have the confidence to be starting spec?

Michael S. Curless

This is Mike Curless. Let me talk to you a little bit about, first, how we see the makeup of our development pipeline. The guidance that Sully referenced, we'd expect some 35% or so of that to take place in the Americas, 40% in Asia and 25% in Europe. And the makeup of that between spec and build-to-suit, we suggest that some 35% of that would be build-to-suit, with 55% spec, keeping in mind that the more expensive spec buildings in Brazil, China and Japan drive up that percentage. We would suggest it’d be much more balanced from a transaction standpoint going forward. In terms of specs opportunities, we're seeing opportunities in primarily in our global markets. That includes cities like Miami, Los Angeles, Washington, DC, Paris and Tokyo among others. And we feel like we're very cautious about our spec development program. For starters, we focus our spec only in global markets, where our global customers indicate that's where they want to be. And then it's important to note, within those global markets, most of our spec developments takes place in our proven existing parks where we've got extensive track records with very high occupancies. We know the local market inside and out, have a lot of people on the ground in those markets. And those feel like very appropriate places to build specs.

William E. Sullivan

And relative to the land component of that, we're going to put a fair amount of our land to work this year inside developments. But also expect to see in line with what Mike was talking about relative to where there are good development opportunities, undoubtedly, we'll be looking to buy more land in Brazil and China, in Japan, et cetera. So there will be land acquisition throughout the year. But we certainly intend to put our land to work.

Hamid R. Moghadam

Yes. I think our net land position is probably going to decline about $200 million per year until we get to the point that we're comfortable, which is in the low billion dollar range, but it will not be a straight line as Bill mentioned.

Operator

Your next question comes from the line of Ross Nussbaum with UBS.

Ross T. Nussbaum - UBS Investment Bank, Research Division

I was hoping we could talk a little bit about the North America fund to purchase. Can you give us some idea of the overall price paid for that 63% interest and how it worked from a valuation perspective as well?

William E. Sullivan

Ross, this is Bill. Netting it out, in our NAV schedules for ad infinitum that we put in our supplemental, we've always included a pro forma in the NOI for virtually 100% ownership in NA2, as well as the corresponding debt associated with it. So when we look at NAV, and when we've guided you guys to look at NAV in the past, we've sort of asked you to look at that as if we own 100%. We had the opportunity where -- we restructured the NA2 fund about 2 years ago to the point where, effectively, we had the opportunity to buy the 63% interest for $1, which we did. And we bought it for $1. We paid off the Citi debt that was sitting on that, a little over $300 million in doing that, and we're bringing the whole portfolio onto our balance sheet. And it just simplifies our fund structures, puts a bunch of really good assets on our balance sheet. And again it’s -- from an FFO standpoint, it's modestly accretive. From a debt metric standpoint, it's modestly dilutive to the debt metrics. But again, we're on a mission to pay down debt. And actually some of the interesting pieces, as we look for good accretive debt to be able to pay down as we generate proceeds, there are some secured debt inside NA2 that offers us the opportunity to pay it down this year. And so there are some benefits associated with it.

Operator

Your next question comes from the line of Michael Bilerman with Citi.

Michael Bilerman - Citigroup Inc, Research Division

I'm speaking with Sully, as you think about -- so you gave this $400 million to $600 million of sort of growth acquisitions for the year and your share is obviously lower. And you talk about some of these fund contributions or sort of the fund acquisitions of maybe 2 or 3 more where you would consolidate in. I assume those are not the same sort of opportunities like NA2 where effectively you were consolidating already. And it doesn't include, it doesn't sound like the land potentially that you'd be buying, so maybe you can talk a little bit about how you sort of see that capital being spent this year to take in those fund interests? How you intend to fund them and also sort of gross land purchases of that we should be thinking about as a use of capital in 2012?

William E. Sullivan

Well, let me talk to some of these fund consolidations and what-not that we're talking about. In essence, we're really targeting 3 funds. And I think we've chatted about this before. We began the liquidation of the OSTRS fund back in the third quarter of last year, and we'll continue that process into this year. And the likelihood is that we'll either dispose of those assets and distribute the cash, or we'll take the assets under our balance sheet in exchange in essence for our interest and maybe a little more cash but's a relatively small portfolio. Same thing is true with the AFL-CIO. So those are Funds 1 and Funds 11 in the schedule, okay. Those are relatively small funds. The other fund that we're focused on is the PCAL, the Prologis California fund, where we have a 50% interest. And in essence, we're going to just split the assets, and each of our partners take the assets on the balance sheet. So from a cash out of pocket in terms of what we're talking, it probably will be a cash generator, not a cash utilizer in 2012. And it just cleans up a host of the fund structures. And so I hope that answers...

Hamid R. Moghadam

Yes. The only other thing is that the land, as I mentioned, Michael, is probably going to be a net contributor of a couple hundred million dollars, call it, $200 million of cash. We'll buy some, we'll sell some, we'll transfer some into developments, but net-net-net based on most scenarios, we're looking at about $200 million reduction in our land bank.

Operator

Your next question comes from the line of Ki Bin Kim with Macquarrie.

Ki Bin Kim - Macquarie Research

First, as a quick follow-up, is the calculation of 9% cap rate for your purchase of NA Fund II? And the second question, turning to Europe, what are your plans for taking your ownership rate in PEPR up from 93.7% to 95% to legal control and possibly start raising a new European fund to offload those assets? And I guess, a third part that question is, what's the appetite from investors for Private Capital in Europe?

William E. Sullivan

You want me to chat about NA2 first?

Hamid R. Moghadam

Yes. NA2 and then maybe Walt can talk about...

William E. Sullivan

I'm not sure -- the cap rate you just threw out there but whatever it is, it's substantially higher than what the value of that portfolio is.

Hamid R. Moghadam

The value of that portfolio is going to be – have a probably at most a 6% on it on the U.S. portion and probably a 7% portion – 7% on the Mexico portion of it, somewhere in that range. But it ain’t going to – it’s not 9%, so I don't know what the math is that you're doing.

William E. Sullivan

I mean, when you work through it in this lobby, in the purchase accounting it flows into Q1. But look, in the supplemental, you'll see NA2 with about a $2 billion gross book value -- that's gross book value, on that original acquisition. We bought out Citi's interests for $1. And so the overall acquisition price of NA2 is closer to $1.6 billion with the reduction being borne by Citi on that, not us. It’s effectively breakeven to us from our original investment, which is a hell of a deal considering that we did the fund July of 2007. And so those values have come back pretty strongly over the last couple of years.

Walter C. Rakowich

Yes, and Ki Bin, this is Walt. As it relates to the second part of your question, our goal is not necessarily to gain 95% legal control of PEPR. I don't know if you saw it, but yesterday, PEPR put out a release and -- first of all, let me just step back. I think we've been saying for a long period of time now that PEPR is not, in our view, in the right structure as a public company with very little liquidity. And so you'll see in that release that we made a proposal, as a shareholder – as a unitholder, which would be taken for a vote in March, mid-March, to change the management regulations to allow for a winding up of PEPR with a distribution of assets. We call it a distribution in specie. And so look, at the end of this day, we think that this proposal is good for all unitholders because, number one, it provides an equal benefit to everybody across the board. And number two, it provides liquidity to everyone, all unitholders in a tax-efficient way. And number three, it provides -- and this is very important, optionality to the unitholders, who hold in excess of 1% of those shares, to in essence, take cash today or take properties in the event that they think that those properties will appreciate in the future. And so we're obviously in favor of this proposal. We tabled it, and we plan on voting on it in mid-March or voting for it in mid-March.

Operator

Your next question comes from the line of Sloan Bohlen with Goldman Sachs.

Sloan Bohlen - Goldman Sachs Group Inc., Research Division

Just wanted to get a little bit more color on the distributions plan for this year. If you could maybe break it out geographically, and then if we can maybe get a sense of what amount of NOI will be tied to which regions you’re distributing or contributing assets to?

William E. Sullivan

Well, yes you said distributions. I assume you mean contributions or dispositions in essence. As we said, look, a sizable portion -- if you look at the $4.5 billion to $5.5 billion, okay, effectively 60% of that relates to Japan. And that's going to be an incredibly low cap rate relative to the overall average. And so think of the other 40% as fairly evenly spread between Europe and the U.S. But the vast majority of it’s going to -- in our plan is targeted to the 2 Japan funds, the development fund and the core fund.

Operator

Your next question comes from the line of Brendan Maiorana with Wells Fargo.

Brendan Maiorana - Wells Fargo Securities, LLC, Research Division

Just wanted to go into the same-store guidance a little bit, flat to plus 1 for the year. It would strike me that your occupancy has moved up pretty nicely throughout 2011 and you expect it to move up a bit in 2012. Why shouldn't we see same-store maybe move up a little bit more than that? Is there something that's impacting that number? And can you give us a same-store number on a cash basis and compare that to the GAAP guidance that you've given?

William E. Sullivan

Well, let me answer the cash side first. I don't have those numbers with me on the cash side. And we got asked that question about an hour ago through somebody's e-mail, and we'll have to get back to you guys on the cash side of that. We'll look at first quarter whether we can’t provide some deeper input to that. And from the same-store standpoint, guys, look, there's an opportunity. The markets are recovering. We're looking at our best guess as to what's going to happen in the overall markets. We think that, overall, the portfolio is probably somewhere less than 5% over rented today. In 2012, sort of 5 years after the 2007, 2008 peak, some of what we have rolling down this year will be at the top of some of the theoretical roll-downs. But that's why we feel pretty confident going into 2013 that this thing is turned around pretty quickly. And so 2012 should be sort of the end of the process where we see some sizable roll-downs in this portfolio.

Walter C. Rakowich

And Brandon, this is Walt. Let me also say, keep in mind, that the same store results that we're talking about this year, a lot of that is somewhat driven by what happened last year in terms of rent roll-downs, right? So we've had, in 2011, a roll-down order magnitude 6%, 7%, 8%, I don't know what the average is. But that's not flowing into next year's numbers. So if you're turning 15% to 20% of your portfolio down, if you will, 7% or 8%, by definition you need to have 2% occupancy growth just to be at 0. And so looking forward into the future -- I mean, we're telling you what we think it's going to be this year, but hopefully, this year's net roll-downs will be a lot less. And that will have a measurable impact on next year's same-store NOI.

Hamid R. Moghadam

Having said all of that there is a big bet between different members of the management team as to when that will occur. And you can guess which side of it I'm on.

Operator

Your next question comes from the line of Michael Mueller with JPMorgan.

Michael W. Mueller - JP Morgan Chase & Co, Research Division

Real quick on North American Fund II. Could you just comment before my other question on whether or not those assets you brought on balance sheet, are they expected to stay on balance sheet or are you just temporarily housing them for another fund? And then looking at occupancy trends sequentially, what you categorized as other markets had a nice increase of, call it, about 200 basis points. Could you talk about what's going on in there and what the markets are?

William E. Sullivan

Well, 2 questions there. And so let me try to address the first one relative to the NA2 assets. The NA2 assets are, again, I don't know, Walt, 60% or 75% developed by...

Walter C. Rakowich

Right. They're great assets.

William E. Sullivan

Fabulous assets. And they’re great assets to bring on the balance sheet. But they also happen to represent great assets that we might seed into some of the funds, et cetera. And so they represent a pool probably not unlike the SGP assets that were brought onto the balance sheet in 2011 and then put it into the USLF later in the year. But no determination has been made in that regard, specifically to those assets. And then the second question...

Eugene F. Reilly

Well, why don’t I take this? It's Gene. You're right about our regional markets are recovering. And a couple of them which are noteworthy in our portfolio would be Cincinnati, Columbus and Memphis. And frankly, those markets themselves are doing a little bit better, but the real story there is the performance of our portfolio; we're in the high-90s, mid- to high-90s in occupancy there. And we outstrip the market occupancy by over 1,000 basis points. And it's really a testament to the quality of these assets in our portfolio and the quality of the team. There's other one thing I'd like to point out relative to sort of what changed in this quarter and the operating environment in the U.S. And this is referenced in the initial remarks. We've seen a 170 basis point pickup in occupancy towards [indiscernible]. I caution you, these are volatile statistics quarter-to-quarter, but I think we highlighted this trend a couple of quarters ago, so we've seen it develop. But now it's really come into its depth in a big way. That's really important because that's where we have occupancy to pick up in our portfolio and we expect it.

Operator

Your next question comes from the line of John Guinee with Stifel.

John W. Guinee - Stifel, Nicolaus & Co., Inc., Research Division

This is probably a question for Mike. As you well know, when the big retailers, and looking at their distribution channels and the big logistics companies, did all their modeling 5, 6, 7, 8 years ago, and they put in the employee cost, right to work state, fuel cost, rent rates, et cetera. It was clearly a shift towards centralized big box, which is what drove a lot of build-to-suit and spec development in the primary markets. How has that -- how have those models changed and how do you see that working going forward in terms of the big users of bulk industrial space?

Eugene F. Reilly

This is Gene. Let me start and then maybe Mike can fill it in with more big picture. But I actually think what's really taking place, if you go back 5 to 10 years, a lot of the supply chain reconfiguration, conventional knowledge was big buildings. And many of these big buildings were developed in, frankly, x urban and in some, cases locations where they are really not near population centers and were cleared around that 500-mile radius, that one-day truck route. So Memphis benefited. Columbus, Ohio benefited. What we've seen recently, and I think it's driven by a couple of things, one being fuel prices, is that big buildings are still in demand and we talk a lot about that on these calls. But the location is clearly going back to population centers and depot locations. So I think the big shift has been away from tertiary locations toward major markets, and we see that continuing. And obviously, it's good for our portfolio but it's also very challenging to deliver big [indiscernible] in these big markets. But we think we're pretty well positioned there.

Michael S. Curless

Yes. And I would just add, it's very consistent with our long-term build-to-suits strategy as well, John. Being our primary focus on build-to-suits is predominantly in global markets and some select regional markets all, of course, with acceptable profit margins. And I think we'll see more of that type of activity this year as we're hearing our customers’ sentiment approve more of a gravitation back to some of the larger markets as Gene mentioned. And then you heard Hamid mention earlier that space utilization is its all-time high. You combine that with better customer sentiment and the lack of big blocks of space available in existing buildings, we're pretty bullish on our build-to-suit prospects for next year.

Hamid R. Moghadam

Not to pile on but I would just say there's a little bit different thing going on in Europe right now. You're really seeing supply-chain reconfiguration completely. So you're seeing companies moving from older to newer buildings. And this has been happening for the last decade. And really, manufacturing has been shifting for the last 25 years from Western Europe to Central and Eastern Europe. So you're really seeing companies today trying to conduct Pan-European distribution as opposed to local and regional distribution. So you actually are seeing companies move to bigger boxes over time. Not nearly as big as you'd see in the U.S. A 500,000 square foot building in Europe would be a very, very large building. And there are just a handful of 1 million square foot buildings. But slightly different dynamic in Europe than in the U.S.

Operator

Your next question comes from the line of John Stewart with Green Street Advisors.

John Stewart - Green Street Advisors, Inc., Research Division

Bill, can you please identify for us where you expect to achieve -- where the additional synergies that you've identified are going to come from? And then can you also please discuss your ability to buy back unsecured. I presume that you could issue today well inside of the coupons on what's outstanding, so how are you going to go about -- what's the execution going to look like on buying those back? And then lastly, Walt, if you could please give us just a bit more color on the PEPR proposal. Specifically, do you need a majority or the minority to approve that proposal? And then if it is approved, where do you go from there? I know you said that a recap is not contemplated in this year's guidance, but what's to prevent you from distributing at that point and where do we go from there?

Thomas S. Olinger

This is Tom. I'll take the increase in merger-synergy's question. There were 5 items that drove the increase. The first was greater headcount savings. We identified lower IT costs and lower professional fees, including the benefit from entity simplification. We've identified more entities that we believe we can eliminate. And we had greater savings related to bringing property management in certain markets inhouse. And we also had some greater global line of credit amortization savings than we originally anticipated.

William E. Sullivan

Relative to the debt question, we look across our portfolio to see where we can buy the most accretive or where we can pay off the most accretive debt possible as we generate the proceeds. Hence, one of the reasons we did NA2, as an example, was because there was a fair amount of debt that effectively was 100% ours. And it gives us the opportunity. There's more of that in the secured debt side. Candidly, the most accretive "debt" is in our preferreds right now. And so we're going to look across the spectrum as we generate proceeds, and look to see where we can use those proceeds to delever most accretively as we get it. And we've said this a couple of times, we -- given our disposition and contribution program, we may have a high class problem that says we are sitting on some cash ahead of scheduled debt maturities. But we're hoping to plan that pretty well.

Walter C. Rakowich

And John, as it relates to color on PEPR, let me just answer your question by saying that this proposal that we've made requires a 67% vote to be approved. Obviously, we own 94% of PEPR. Once the management regulations are changed, basically any shareholder that owns in excess of 20% of the shares can table a vote to wind up the company. And that could be a logical next step for us to consider, obviously. As it relates to long term, the assets, I think we've been pretty upfront to say that one of our key objectives is to mitigate the FX exposure that we have long term. And so I'd say, consistent with that objective, I'd say longer term, we’d likely seek to put our pro rata share of those assets into funds. But let me be clear and make sure that everybody understands, and Bill said this in his remarks, that this is not in our plan or in our guidance as it relates to 2012.

Operator

Your next question comes from the line of Dave Rodgers with RBC Capital Markets.

David Rodgers - RBC Capital Markets, LLC, Research Division

Hamid, I think for a couple of years we've been talking more and more of the development running through funds. And I think for 2012, you've got about 70% of the capital in the developments will be PLD. Yet, I think, some of that is probably timing related to when you can start these funds, but a couple of questions around that. I guess, one, are there any funds contemplated this year that would be development funds as a part of that 70%? And maybe more broadly, can you give us a sense as to whether your third-party capital providers continue to be interested in development funds? And will we see that 70% PLD contribution declining in years to come?

Hamid R. Moghadam

Okay. Great. Dave, first of all, the 70% is a big improvement over 100%, so we're actually pleased with that. And we think that number is going to move right down to about just under 50% in the long term. Yes, we are doing all our developments in ventures today in Mexico, in Brazil and in China. And will be, as you know, adding a development fund in Japan, along with an open end fund. So more and more of our markets outside of the United States and Europe are moving into a development and in a venture format, bringing down that percentage. With respect to -- and investors are really interested in development. And frankly, when they look around for development partners and platforms, without being too boastful, I mean there aren't that many choices that would be more attractive to them than what we have to offer in terms of scale of platform, quality of teams, land assets, et cetera, et cetera. So I think we're well positioned to serve the needs of the investors. With respect to the U.S. and Europe, for the foreseeable future, the developments will be on balance sheet. But really think of those as replacing the significant number of assets that we're selling in terms of our exit markets and other markets and regional markets that we're selling. We got to replace those assets and the land bank and the U.S. developments on balance sheet and on Europe will serve that function. So that's the plan long term. Two, 3 years from now we'll be under 50% in terms of development on balance sheet. And by the way, you didn't ask this question, but I was going to say this in connection with the land question. Land used to be a 4-letter word, my judgment is that a year from now, land will be one of the strongest aspects of this company, particularly given the location of the land we have and the opportunities that will have to monetize it through development. And because we're going from 100% development on balance sheet model to 50%, roughly across the board, and we're reducing our land bank by a couple of hundred million dollars net-net-net, development and land actually will be sources of capital, not uses of capital. That's a pretty important switch that I'm not sure everybody's figured out yet.

Operator

Your next question comes from line of George Auerbach with ISI Group.

George D. Auerbach - ISI Group Inc., Research Division

Guys, last summer you embarked on a project to build out solar panels on a number of U.S. rooftops, which at the time you estimated could add upwards of $20 million per year of NOI and $100 million of development fees over a period of 4 or 5 years. I guess 2 questions. First, are we in the buildout? i.e., how much of the NOI from the program is in the run rate today? And second how much incremental NOI and fees should we expect this year from the solar program?

Michael S. Curless

This is Mike Curless. Just to circle back on the solar frame [ph]. First, as most of you are aware, we have closed the deal, the OE loan program, a few months ago. In a short few months, we're off to a good start with respect to those in pursuit by our dedicated solar team. It is a long lead-time sales item. And we expect to see results on that in 2013. But keep in mind, it's a relatively long sales cycle. As you are aware, last summer there's $2.6 billion potential capacity. And that can create some significant value potential based on development fees, roof panel and return on equity and even replacements of some roofs. But as we look at it over the long haul, even if we're able to capture a portion of that value. This is going to be very meaningful against what we think is relatively low overhead. We already have the people in place, plenty of rooftops, and so we're optimistic that even a significant or small portion of that overall value creation will be very accretive to us over the long haul. Again, it's a long sales cycle and we look forward to see results coming our way in 2013.

Hamid R. Moghadam

But the short answer, I think, to your question is that it's pretty back-end loaded. Because it takes a while to, a, make the deals and two, to put up these rooftop units and start generating fees and revenues on it. So don't expect the number, the $20 million, to come in sort of a quarter for each year in the next 4 years. So it'll be mostly back-end loaded.

William E. Sullivan

Yes. The guidance for 2012, the add from that program is de minimis for 2012. But we're also optimistic that even with the long lead-time cycle, these guys could get a move on and get something to started in late 2012.

Hamid R. Moghadam

And I should remind you, we already generated a significant amount of revenue from rooftop solar outside of this program, because of activity earlier on. I believe that number is like $8 million per year, but don't hold me...

William E. Sullivan

I mean, we -- don't hold you to that. But we've done well over 60 megs, megawatts, of solar installations so far. And this program if it was fully built out, will be something on the order of 250 to 275 megawatts. So there's a lot to come, but we've already done some.

Hamid R. Moghadam

Be patient.

Operator

Your next question comes from the line of Michael Bilerman with Citi.

Michael Bilerman - Citigroup Inc, Research Division

Just had a follow-up, just in terms of -- just looking at the occupancy increase in Page 28 of the supplemental, you sort of break down the portfolio between the assets that are generating NOI and those that are generating a net operating loss. And it would appear sequentially that those generating a net operating loss, the square footage went down by 9 million. But the ones generating NOI also went down 2 million as you sort of sold or contributed assets out of the consolidated portfolio. Assuming you talked about the 7% cap rate, I assume you sold more fully leased assets. So is it fair to assume that most of the leased up that you got in the quarter was from taking these really low-leased assets and moving them up? And just talk about maybe what else is happening here between these 2 buckets.

William E. Sullivan

Well, let me try to touch on that in a couple of big pictures. First of all, if you take out all the noise in Q4, what we disposed of, what did we acquire, what did we take out of the operating portfolio and put into held-for-sale, et cetera. What ended the year at 92.2% occupancy would have been 92.9%. And Your occupancy actually would have improved relative to eliminating the noise. And so we had pretty robust results in Q4 from a leasing perspective. And somewhat intuitive to sort of look and say, "Hey guys, we leased a boatload of space that was empty."

Hamid R. Moghadam

So Michael, the easiest trend that you can sort of grab onto is what Gene talked about. We were pretty fully leased on large buildings. We were only 88% leased on smaller buildings. And the small- and medium-sized businesses coming back are driving the occupancy in the near term. Because frankly, on the super big buildings, we don't have a lot of product to lease. I mean we're pretty full. So it's really the story this quarter is sort of the first and second inning of the small- and medium-sized businesses coming back. And I think that's a huge deal for the recovery of this business.

William E. Sullivan

And there are higher rent per square foot and a smaller spaces and the NOI drags on higher.

Operator

Your next question comes from the line of Ross Nussbaum with UBS.

Ross T. Nussbaum - UBS Investment Bank, Research Division

Quick question, is the management transition that's planned for the end of this year still happening as originally contemplated one year ago when the merger was announced?

Hamid R. Moghadam

Yes.

William E. Sullivan

Yes.

Operator

Your next question comes from the line of Ki Bin Kim with Macquarie.

Ki Bin Kim - Macquarie Research

Just a quick follow-up. How would you describe the institutional demand for European industrial properties? And if you could quantify how much money do you think you could raise from third-party investors out there?

Guy F. Jaquier

Yes. Ki Bin, this is Guy. We are seeing -- well, first of all, we had a great year last year in raising institutional capital. It was a record year. We've seen that momentum carry on to this year. Europe, I mean Europe -- the Japan raise we're doing and even our U.S. funds, we're seeing continued interest. There are a couple of trends going on. One is that a lot of these investors are still under-invested in industrial, and they're seeing the same change and improvement in the fundamentals that we're talking about here today. So that interest is increasing. Secondly, there's a trend towards having fewer relationships with managers, and so they want the larger managers who they can have multiple investments with and we can have ventures or funds offered to them in a multiple geographies. And thirdly, I think there's a move towards great appreciation of the owner-operator model, where they can invest with a manager who, especially in this part of the cycle, can add value at a real estate level rather than just financial engineering. So those 3 things are going our way. Relative to Europe, specifically, we have not seen drop-off in capital looking at Europe. Obviously, there's a lot of headlines, but we're still seeing considerable interest. And even of note, in the last quarter or so, we've seen an interest from Japanese institutional investors looking at Europe, which is something new. I don't know whether it's just yen, euro or what, but that's something I think about sitting here 6 months ago I wouldn't have said we're seeing a lot of.

Operator

Your next question comes from the line of John Stewart with Green Street Advisors.

John Stewart - Green Street Advisors, Inc., Research Division

Just a quick clarification. On, call it, $5 billion of distributions and contributions this year, I know you said that your share is expected to be 70%, but what would the net proceeds be?

Hamid R. Moghadam

Distributions? You mean contributions on sales, right?

John Stewart - Green Street Advisors, Inc., Research Division

That's what I said, yes.

William E. Sullivan

Yes, no, no, no the net proceeds stats are 70%.

Hamid R. Moghadam

Net gross proceeds but you’ve got to take debt out of that.

William E. Sullivan

Yes. But I mean, it's gross proceeds we're going to use to pay off debt. Japan is an example. Just to sort of work through it, there's debt in Japan, okay.

Hamid R. Moghadam

But the best way to look at it is on gross assets are share, okay?

William E. Sullivan

Right.

Hamid R. Moghadam

And deal with the debt separately. Think of the debt, forget about secured debt, think of debt as being on the portfolio. That's the easiest way of thinking about it. Yes, 70% of $5 billion is $3.5 billion; you got the math.

Operator

Your next question comes from the line of Michael Bilerman with Citi.

Michael Bilerman - Citigroup Inc, Research Division

I actually got a follow-up in my question that I just asked. Do you know specifically, like, out of those properties that are generating that operating loss, 9 million square feet came out. How much of that popped into those generating income versus how much of that is either been sold or targeted to be sold? And then just as a second follow-up. In terms of the leasing activity that you did in the quarter, is 80% retention so that – there was a lot of leasing of existing expirees, but the CapEx at least per foot seemed to be higher than it has been. And so I was trying to understand the dynamics, and I don't know if that's just maybe because it's more expensive space or it’s smaller space. I just didn't know what was going on to sort of dive that with the high retention.

William E. Sullivan

Michael, let me take your second question first and then we'll get back to the first one. Our turnover -- the high retention ratio is not a reflection of what percentage of the leases we did in the quarter were renewals versus new leases. In fact, the ratio went the other way. So we had more new leases this quarter than we did in the last quarter. The other thing I’d just point out on turnover cost is that we had an increase in the length of term of the leases we signed this quarter. And if you look at the number in terms of a cost per square foot per term of lease, the cost actually went down a little bit. But over the -- sort of if you look at the trailing-4 quarter, we're pretty flat on turnover cost. And I don't think it's adjusted relative to the retention rate as Hamid have mentioned.

Hamid R. Moghadam

So let me try to answer your other question. We don't have the exact math you want but we can get it to you, okay. But here's the conceptual top down way of getting to the answer I think you're looking for. We already told you that the assets that we sold were more leased than the assets in the balance in the portfolio. Had we not sold them, our occupancy, as Bill said, would have been at 92.9% instead of 92.2%. So by definition, there's not a lot of sale of empty assets going on in aggregate, okay. I'm sure there are a couple of individual user sales and the like that we had in our sales. But on aggregate, it's not selling vacancy is what's going on. It's really the lease-up of the smaller buildings trending up and getting into the other bucket of stabilized or operating properties. On Gene's question, even if you put the term aside, we've been -- our TIs and commissions are $1.40 -- $1.35 to $1.40-ish per foot, for as long we can track it. And given the longer-term results and bigger commissions, put the TIs aside. Just simply the fact that you're signing longer leases, you have to pay more commission to your brokers and the improvements in smaller buildings is of higher value, a couple of pennies increases in TI cost should not surprise anyone.

Operator

Your next question comes from the line of with Bank of America.

James C. Feldman - BofA Merrill Lynch, Research Division

It's actually Jamie Feldman again. Two questions. One, is you had commented that you're seeing more demand from small- and mid-sized businesses. Can you provide a little more color in terms of where you're seeing that, what kind of businesses and kind of what that means for the recovery or the pace of a recovery here? And then secondly, we are expecting a drop-off January 1 based on short-term leases rolling over. Can you talk a little bit about what you expect in the warehouse markets in general, kind of in your portfolio but also just across the industry?

Eugene F. Reilly

Sure. So to your second, Jamie, and this is Gene. We will see a drop-off like we always do at the beginning of the year. So that's in the course that's baked into our forecast. As we look out into the year, our strong markets that we've talked about has been places like Los Angeles, places actually like Dallas, South Florida, New Jersey. There is no sign of that changing, so we continue to see strength there. I'm hopeful for markets like Atlanta, markets like Phoenix, who were significantly impacted by the housing downturn, the turnover, we're seeing some signs of that. Obviously, they're struggling to return. And getting back to your...

James C. Feldman - BofA Merrill Lynch, Research Division

Any particular industry, business?

Eugene F. Reilly

Yes. The small tenant space. Jamie, these spaces have been under so much pressure since the downturn, meaning in some cases, for very small tenant, and frankly we do not have a lot of very small tenants, businesses were -- they went back to the garage. So we saw huge, huge fall off. So what we're seeing with small customers is, I think, it's kind of pent-up demand, because all the small business isn't dead in this country; they're just very, very careful on expansion. And we're finally -- and this is across the board. A big segment of that population tends to be housing-related. And as you can imagine, we're really not seeing that yet. But other than that, it's really across the board. And what we're seeing is simply pent-up demand finally, finally getting unleashed a little bit. And some of these companies have probably had expansion needs for a couple of years and have just held the line.

William E. Sullivan

And Jamie, we bifurcate the portfolios in Europe and Asia. It's really more important in Europe the same way that we have it in U.S. large, medium and small spaces. The smaller buildings, overall, and therefore, smaller spaces but you've got the exact same phenomenon. Higher occupancies in the highest or the largest spaces and lower occupancies in the smaller spaces. In this quarter for the first time, Q4 -- between Q3 and Q4 showed market improvement also in the small spaces in Europe. So we're seeing exactly the same phenomena that Gene was talking about in the U.S. and Europe.

Hamid R. Moghadam

Okay. Let me just transition to some concluding remarks with that commentary. It just reminded me that a couple weeks ago, I had a meeting with the CFO of a major bank, a top 4 bank in the country. And he has just come off his earnings call and he just told me that the most dramatic thing that he had seen in his portfolio was that the lines of credit for small- and medium-sized businesses that were outstanding were finally being utilized. And people were -- and were spending that capital, had the confidence to spend that capital small- and medium-sized businesses to buy inventory and invest in facilities and the like. So I think there if you guys who look for it, there are a lot of signs for that very important part of the market coming back. And I think the employment numbers and the like give you another window into that phenomena, which I think is important.

But let me thank you for all your questions, and I'd like to reiterate that we had a terrific second half, and we expect the momentum to continue into 2012. I think the most important takeaways from today’s call are the following: first, the integration has gone extremely well and our teams are hitting on all cylinders. Second, the markets, including Europe, are doing a lot better than most people think. And third, we are across-the-board ahead of plan and very focused on our strategic priorities. Thank you for joining us today.

Operator

This concludes today's conference call. You may now disconnect.

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