Debt

All debt is held directly or indirectly by the Operating Partnership. The REIT itself does not have any indebtedness, but guarantees the unsecured debt of the Operating Partnership. We generally do not guarantee the debt issued by non-wholly owned subsidiaries.

Our debt consisted of the following (dollars in thousands):


	June 30, 2014					December 31, 2013
	Weighted Average Interest Rate (1)			Amount Outstanding (2)		Weighted Average Interest Rate (1)			Amount Outstanding
Credit Facilities		1.1	%	$	38,673		1.2	%	$	725,483
Senior notes		4.0	%		6,119,885		4.5	%		5,357,933
Exchangeable senior notes		3.3	%		447,321		3.3	%		438,481
Secured mortgage debt		5.8	%		1,271,546		5.6	%		1,696,597
Secured mortgage debt of consolidated entities		3.9	%		26,804		4.7	%		239,992
Term loans		1.2	%		608,533		1.7	%		535,908
Other debt		6.2	%		16,691		6.2	%		16,822

Totals		4.0	%	$	8,529,453		4.2	%	$	9,011,216

(1)	The interest rates presented represent the effective interest rates (including amortization of the non-cash premiums or discount).

(2)	Included in the outstanding balances are borrowings denominated in non-U.S. currency, principally: euro ($2.8 billion) and Japanese yen ($0.6 billion).

Credit Facilities

We have a global senior credit facility (the “Global Facility”), in which funds may be drawn in U.S. dollars, euro, Japanese yen, British pounds sterling and Canadian dollars on a revolving basis. In June 2014, the Global Facility was amended to increase the availability from $2.0 billion to $2.5 billion (subject to currency fluctuations). We also have a ¥45.0 billion ($444.0 million at June 30, 2014) Japanese yen revolver (the “Revolver”) with availability to increase to ¥56.5 billion ($557.4 million at June 30, 2014). We refer to the Global Facility and the Revolver, collectively, as our “Credit Facilities.”

Commitments and availability under our Credit Facilities as of June 30, 2014, were as follows (in millions):


Aggregate lender - commitments	$	2,976.3
Less:
Borrowings outstanding		38.7
Outstanding letters of credit		49.3

Current availability	$	2,888.3

Senior Notes

In February 2014, we issued €700 million ($959.4 million) of senior notes with an interest rate of 3.375%, maturing in 2024, at 98.9% of par value for an all-in rate of 3.52%. We used the net proceeds for general corporate purposes, including to repurchase senior debt and to repay borrowings under our multi-currency senior term loan and our Global Facility.

In June 2014, we issued €500 million ($680.6 million) of senior notes with an interest rate of 3.000%, maturing in 2026, at 99.1% of par value for an all-in rate of 3.1%. We used the net proceeds for general corporate purposes, including to repay borrowings under our multi-currency senior term loan.

During the second quarter 2014, we purchased $823.9 million in principal amount of our senior notes scheduled to mature in 2015 and 2016 and recognized a $78.0 million loss from the early extinguishment. In July 2014, we purchased an additional $466.6 million in principal amount of our senior notes scheduled to mature in 2017 and 2018 for a premium of approximately $85 million, which will be recognized as a loss on early extinguishment of debt.

Exchangeable Senior Notes

The fair value of the embedded derivative associated with our exchangeable notes was a liability of $47.5 million and $41.0 million at June 30, 2014 and December 31, 2013, respectively. In adjusting to fair value, we recognized an unrealized gain of $16.3 million and an unrealized loss of $6.5 million for the three and six months ended June 30, 2014, respectively, and we recognized unrealized losses of $12.1 million and $13.1 million for the three and six months ended June 30, 2013, respectively, in Foreign Currency and Derivative Gains (Losses) and Related Amortization, Net in the Consolidated Statements of Operations.

Term Loans

On June 19, 2014, we terminated our existing senior term loan agreement and entered into a new agreement (the “Euro Term Loan”) under which loans can be obtained in U.S. dollars, euro, Japanese yen, and British pounds sterling in an aggregate amount not to exceed €500 million ($682.9 million at June 30, 2014). We may paydown and re-borrow under the Euro Term Loan and increase the borrowings up to €1.0 billion ($1.4 billion at June 30, 2014), subject to obtaining additional lender commitments. We had an outstanding balance of €150.0 million ($204.9 million) on the Euro Term Loan at June 30, 2014. The loan is scheduled to mature in June 2017; however, we may extend the maturity date twice, by one year each, subject to the satisfaction of certain conditions and payment of an extension fee.

In May 2014, we entered into a Japanese yen term loan (“Yen Term Loan”), under which we may obtain loans in an aggregate amount not to exceed ¥40.9 billion ($403.7 million at June 30, 2014). We may increase the borrowings to ¥51.1 billion ($504.6 million at June 30, 2014), subject to obtaining additional lender commitments. The Yen Term Loan is scheduled to mature in 2021, and the interest rate is yen LIBOR plus 120 basis points. The Yen Term Loan was fully drawn at June 30, 2014.

Long-Term Debt Maturities

Principal payments due on our debt, for the remainder of 2014 and for each of the years in the ten-year period ending December 31, 2023, and thereafter were as follows at June 30, 2014 (in millions):


	Prologis
	Unsecured										Secured				Consolidated		Total
	Senior			Exchangeable			Credit		Other		Mortgage				Entities’		Consolidated
Maturity	Debt			Notes			Facilities		Debt		Debt		Total		Debt		Debt
2014(1)	$	—		$	—		$	—	$	1	$	22	$	23	$	2	$	25
2015(2)		—			460			—		1		123		584		4		588
2016		—			—			—		1		325		326		4		330
2017(3)		438			—			39		206		226		909		1		910
2018		667			—			—		1		110		778		2		780
2019		694			—			—		—		285		979		2		981
2020		382			—			—		1		6		389		2		391
2021		500			—			—		404		6		910		2		912
2022		956			—			—		—		7		963		3		966
2023		850			—			—		—		7		857		1		858
Thereafter		1,639			—			—		10		130		1,779		4		1,783

Subtotal		6,126			460			39		625		1,247		8,497		27		8,524
Unamortized premiums (discounts), net		(7	)		(13	)		—		—		25		5		—		5

Total	$	6,119		$	447		$	39	$	625	$	1,272	$	8,502	$	27	$	8,529

(1)	We expect to repay the amounts maturing in 2014 with cash generated from operations, proceeds from the disposition of real estate properties and with borrowings on our Credit Facilities.

(2)	The exchangeable notes mature in March 2015 and may be exchanged at an initial conversion rate of 25.8244 per $1,000 principal amount of notes, equivalent to an initial conversion price of approximately $38.72 per share.

(3)	Included in the 2017 maturities in Credit Facilities is our Global Facility and in other debt is the Euro Term Loan that can be extended until 2018 and 2019, respectively.

Debt Covenants

Our debt agreements contain various covenants, including maintenance of specified financial ratios. As of June 30, 2014, we were in compliance with all covenants.