Earnings Release and Supplemental Information
Unaudited
Third Quarter 2013
Table of Contents
Supplemental 3Q 2013
Overview
Press Release 1
Highlights
Company Profile 4
Company Performance 5
Financial Information
Consolidated Balance Sheets 6
Consolidated Statements of Operations 7
Reconciliation of Net Earnings (Loss) to FFO 8
Prologis Chengdu Airport Logistics Center, Chengdu, China EBITDA Reconciliation 9
Pro-rata Information 10
Operations Overview
Operating Portfolio 12
Operating Metrics 15
Customer Information 17
Capital Deployment
Overview 18
Dispositions and Contributions 19
Third Party Building Acquisitions and Equity Invested in
Co-Investment Ventures 20
Development Starts 21
Value Creation from Development Stabilization 22
Prologis CCP Jundiai Industrial Park, São Paulo, Brazil Development Portfolio 23
Land Portfolio 24
Co-Investment Ventures
Summary and Financial Highlights 26
Operating and Balance Sheet Information 27
Capitalization
Debt and Equity Summary 28
Debt Covenants and Other Metrics 29
Assets Under Management 30
Net Asset Value
Components 31
Notes and Definitions 33
Prologis Park Midpoint II, Birmingham, United Kingdom
Cover: Prologis Park Pineham, United Kingdom Copyright © 2013 Prologis
Prologis, Inc. Announces Third Quarter 2013 Earnings Results
- Rents on rollover increased 6.1 percent -
- Stabilized $500 million of development projects; $190 million in estimated value creation -
- Raised record $672 million for open ended funds -
SAN FRANCISCO (Oct. 23, 2013) Prologis, Inc. (NYSE: PLD), the leading global owner, operator and developer of industrial real estate, today reported results for the third quarter 2013.
Core funds from operations (Core FFO) per fully diluted share was $0.41 for the third quarter compared to $0.49 for the same period in 2012 which included a tax benefit of $0.06 per share. Net loss per fully diluted share was $0.02 for the third quarter compared to a net loss per share of $0.10 for the same period in 2012. The net loss in the quarter was principally due to costs associated with the companys previously announced debt tender.
Operating Portfolio Metrics
The company leased 36.1 million square feet (3.4 million square meters) in its combined operating and development portfolios in the third quarter, which included a record 5.3 million square feet (0.5 million square meters) in development leasing. Prologis ended the quarter with 93.9 percent occupancy in its operating portfolio, up 20 basis points over the prior quarter.
Tenant retention in the third quarter was 80.8 percent. GAAP and cash rental rates on leases signed in the quarter increased 6.1 percent and 0.4 percent respectively from in-place rents, an increase of 210 basis points and 380 basis points over the prior quarter.
In the third quarter, GAAP same-store net operating income (NOI) increased 1.4 percent, or 1.8 percent on an adjusted cash basis, as compared to the same period in 2012.
Market conditions are improving faster than expected with rent growth across our markets in the U.S. and broadening in Europe, said Hamid R. Moghadam, chairman and CEO, Prologis. Utilization in our facilities is running at an all-time high. The demand were seeing is, by and large, just to keep up with current needs and not for future expansion.
Capital Deployment
New investments during the third quarter totaled $1.9 billion, of which $1.5 billion was Prologis share, including:
$756.3 million of investments in its co-investment ventures, with a stabilized capitalization rate of 6.5 percent, including: Prologis Targeted Europe Logistics Fund (PTELF), Prologis Targeted U.S.
Logistics Fund (USLF), Prologis European Properties Fund II (PEPF II), as well as the acquisition of properties from Prologis North American Industrial Fund III (NA III);
$612.8 million of acquisitions in buildings and land, of which $270.1 million was Prologis share. The stabilized capitalization rate on building acquisitions was 6.0 percent; and
$493.7 million of development starts with an estimated weighted average yield at stabilization of 7.3 percent and an estimated development margin of 19.0 percent. Two-thirds were build-to-suits.
Prologis share of starts was $462.6 million.
In the first three quarters, the company stabilized $887.0 million in development projects, with an estimated development margin of 31.9 percent and $282.8 million in estimated value creation. During the third quarter, the company stabilized $500.2 million in development projects with an estimated margin of 38.0 percent and $190.2 million in estimated value creation, of which $164.9 million was Prologis share.
At quarter end, Prologis global development pipeline totaled 28.3 million square feet (2.6 million square meters), with a total expected investment of $2.3 billion, of which Prologis share was $2.0 billion. The companys share of estimated value creation at stabilization was $395.4 million, with a weighted average estimated stabilized yield of 7.6 percent and a margin of approximately 19.5 percent.
Dispositions and Contributions
In the third quarter, Prologis completed contributions and dispositions totaling $791.8 million, of which $361.1 million was the companys share, with a stabilized capitalization rate of 7.1 percent, including:
Third-party building and land dispositions of $611.6 million, of which $252.4 million was the companys share; and
Copyright 2013 Prologis
1
Contributions in Europe and Brazil totaling $180.2 million, of which $108.7 million was the companys share.
Investment Management
During the third quarter, Prologis raised a record $671.6 million of third-party equity for its open ended funds, including:
$398.4 million for PEPF II;
$180.0 million for USLF; and
$93.2 million for Prologis European Logistics Partners Sarl (PELP).
Subsequent to quarter end, the company raised an additional $187.2 million for PTELF and USLF.
This was the largest quarter of fundraising in our history for open ended funds, said Moghadam. Institutions beyond the sovereign fund sector are committing new capital at levels not seen since before the global financial crisis. They are under-allocated to industrial real estate and are seeking general partners with deep operating and logistics expertise. We clearly line up well with these requirements.
During the third quarter, the company also concluded Prologis North American Industrial Fund III.
At quarter end, Prologis had $23.4 billion in combined assets under management in 14 funds.
Capital Markets
During the third quarter, Prologis completed approximately $6.3 billion of debt financings, refinancings, and principal paydowns, including:
The upsizing of the companys global line of credit by $350.0 million to $2.0 billion with a maturity date of July 2017, and an option to extend an additional year. Pricing is at LIBOR plus 130 basis points, a 40 basis point reduction in interest rate;
The upsizing of the companys Japan revolver by JPY 8.5 billion ($86 million) to JPY 45 billion ($458 million) with a maturity date of May 2018. Pricing is at LIBOR plus 130 basis points, a 40 basis point reduction in interest rate; and
The issuance of senior notes totaling $1.25 billion with a weighted average interest rate of 3.8 percent and term of 8.6 years, as well as the tender of $611.4 million of notes.
Subsequent to quarter end, the company raised EUR 300 million in a public Eurobond issuance for PEPF II. The five-year bond has a coupon rate of 2.75 percent.
We had a very active quarter on the financing front, said Thomas S. Olinger, chief financial officer, Prologis. We took advantage of the opportunity to lock in favorable interest rates and further enhance our debt maturity profile.
Guidance for 2013
Prologis narrowed its full-year 2013 Core FFO guidance range to $1.64 to $1.66 per diluted share from $1.63 to $1.67 per diluted share. The company also expects to recognize net earnings, for GAAP purposes, of $0.53 to $0.55 per diluted share.
The Core FFO and earnings guidance reflected above excludes any potential future gains (losses) recognized from real estate transactions. In reconciling from net earnings to Core FFO, Prologis makes certain adjustments, including but not limited to real estate depreciation and amortization expense, gains (losses) recognized from real estate transactions and early extinguishment of debt or redemption of preferred stock, impairment charges, deferred taxes, and unrealized gains or losses on foreign currency or derivative activity.
The difference between the companys Core FFO and net earnings guidance for 2013 predominantly relates to real estate depreciation and recognized gains or losses on real estate transactions and early extinguishment of debt.
Webcast and Conference Call Information
The company will host a webcast /conference call to discuss quarterly results, current market conditions and future outlook today, October 23, at 12:00 p.m. U.S. Eastern Time. Interested parties are encouraged to access the live webcast by clicking the microphone icon located near the top of the opening page of the Prologis Investor Relations website (http://ir.prologis.com).
Interested parties also can participate via conference call by dialing +1 877-256-7020 (from the U.S. and Canada toll free) or +1 973-409-9692 (from all other countries) and enter conference code 48749904.
A telephonic replay will be available from October 23 through November 22 at
+1 855-859-2056 (from the U.S. and Canada) or +1 404-537-3406 (from all other countries), with conference code 48749904. The webcast replay will be
Copyright © 2013 Prologis
2
posted when available in the Events & Presentations section of Investor Relations on the Prologis website.
About Prologis
Prologis, Inc., is the leading owner, operator and developer of industrial real estate, focused on global and regional markets across the Americas, Europe and Asia. As of Sept. 30, 2013, Prologis owned or had investments in, on a wholly owned basis or through co-investment ventures, properties and development projects expected to total approximately 562 million square feet (52.2 million square meters) in 21 countries. The company leases modern distribution facilities to more than 4,500 customers, including manufacturers, retailers, transportation companies, third-party logistics providers and other enterprises.
The statements in this release that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which Prologis operates, managements beliefs and assumptions made by management. Such statements involve uncertainties that could significantly impact Prologis financial results. Words such as expects, anticipates, intends, plans, believes, seeks, estimates, variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future including statements relating to rent and occupancy growth, development activity and changes in sales or contribution volume of developed properties, disposition activity, general conditions in the geographic areas where we operate, synergies to be realized from our recent merger transaction, our debt and financial position, our ability to form new property funds and the availability of capital in existing or new property funds are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, international, regional and local economic climates, (ii) changes in financial markets, interest rates and foreign currency exchange rates, (iii) increased or unanticipated competition for our properties, (iv) risks associated with
acquisitions, dispositions and development of properties, (v) maintenance of real estate investment trust (REIT) status and tax structuring, (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings, (vii) risks related to our investments in our co-investment ventures and funds, including our ability to establish new co-investment ventures and funds, (viii) risks of doing business internationally, including currency risks, (ix) environmental uncertainties, including risks of natural disasters, and (x) those additional factors discussed in reports filed with the Securities and Exchange Commission by Prologis under the heading Risk Factors. Prologis undertakes no duty to update any forward-looking statements appearing in this release.
Media Contacts
Tracy Ward, Tel: +1 415 733 9565, tward@prologis.com, San Francisco Atle Erlingsson, Tel: +1 415 733 9495, aerlingsson@prologis.com, San Francisco
Copyright © 2013 Prologis
3
Highlights
Company Profile
Supplemental 3Q 2013
Prologis is the leading owner, operator and developer of industrial real estate, focused on global and regional markets across the Americas, Europe and Asia. As of September 30, 2013, Prologis owned or had investments in, on a wholly owned basis or through co-investment ventures, properties and development projects totaling 562 million square feet (52.2 million square meters) in 21 countries. The company leases modern distribution facilities to more than 4,500 customers, including manufacturers, retailers, transportation companies, third-party logistics providers and other enterprises.
AMERICAS (4 countries) EUROPE (14 countries) ASIA (3 countries) TOTAL
Number of operating portfolio buildings 2,266 602 74 2,942
Operating Portfolio (msf) 354 139 30 523
Development Portfolio (msf) 16 4 8 28
Other (msf) (A) 8 2 1 11
Total (msf) 378 145 39 562
Development portfolio TEI (millions) $1,172 $406 $746 $2,324
Land (acres) 7,138 3,247 215 10,600
Land book value (millions) (B) $996 $630 $108 $1,734
(A) Generally represents properties in which Prologis has an ownership interest but does not manage (6 msf) and other properties owned by Prologis (5 msf), which includes value added properties (3 msf).
(B) Original cost basis for the total land portfolio is $2.8 billion.
4 Copyright © 2013 Prologis
Highlights
Company Performance
Supplemental 3Q 2013
Three months ended September 30, Nine months ended September 30,
(dollars in thousands, except per share data) 2013 2012 2013 2012
Revenues $ 430,185 $ 499,462 $ 1,333,740 $ 1,473,630
Net earnings (loss) attributable to common stockholders (7,534) (46,526) 256,365 147,767
FFO, as defined by Prologis 82,536 205,891 642,574 640,634
Core FFO 206,895 231,962 598,169 618,047
Core AFFO 145,000 170,002 433,290 452,394
Adjusted EBITDA 354,641 385,117 1,028,025 1,151,902
Value creation from development stabilizationPrologis share 164,888 19,903 247,194 137,560
Per common sharediluted:
Net earnings (loss) attributable to common stockholders $ (0.02) $ (0.10) $ 0.53 $ 0.32
FFO, as defined by Prologis 0.16 0.44 1.31 1.37
Core FFO 0.41 0.49 1.22 1.32
Core FFO and Value Creation from Operating PortfolioOwned and Managed Development Stabilization (in millions) Period Ending Occupancy % $400 100% $372
$300 $255
95% 94.0% 93.9% $209 $218 93.7% 93.7% $200
90% $100
85% $-
Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2012 Q1 2013 Q2 2013 Q3 2013
Core FFO
Value Creation from Development Stabilization Prologis Share
5 Copyright © 2013 Prologis
Financial Information
Consolidated Balance Sheets
(in thousands) Supplemental 3Q 2013
September 30, 2013 June 30, 2013 December 31, 2012
Assets:
Investments in real estate assets:
Operating properties $ 18,404,897 $ 17,755,655 $ 22,608,248
Development portfolio 1,084,959 939,794 951,643
Land 1,643,055 1,710,583 1,794,364
Other real estate investments 466,997 492,833 454,868
21,599,908 20,898,865 25,809,123
Less accumulated depreciation 2,540,370 2,422,909 2,480,660
Net investments in properties 19,059,538 18,475,956 23,328,463
Investments in and advances to unconsolidated entities 4,210,305 3,884,766 2,195,782
Notes receivable backed by real estate 189,663 189,636 188,000
Assets held for sale 3,958 25,330 26,027
Net investments in real estate 23,463,464 22,575,688 25,738,272
Cash and cash equivalents 121,693 385,424 100,810
Restricted cash 42,488 26,642 176,926
Accounts receivable 137,879 124,980 171,084
Other assets 1,024,019 924,834 1,123,053
Total assets $ 24,789,543 $ 24,037,568 $ 27,310,145
Liabilities and Equity:
Liabilities:
Debt $ 9,119,317 $ 8,417,310 $ 11,790,794
Accounts payable, accrued expenses, and other liabilities 1,406,704 1,297,756 1,746,015
Total liabilities 10,526,021 9,715,066 13,536,809
Equity:
Stockholders equity:
Preferred stock 100,000 100,000 582,200
Common stock 4,986 4,986 4,618
Additional paid-in capital 17,952,611 17,939,829 16,411,855
Accumulated other comprehensive loss (451,658) (541,355) (233,563)
Distributions in excess of net earnings (3,852,846) (3,704,034) (3,696,093)
Total stockholders equity 13,753,093 13,799,426 13,069,017
Noncontrolling interests 459,897 470,995 653,125
Noncontrolling interestslimited partnership unitholders 50,532 52,081 51,194
Total equity 14,263,522 14,322,502 13,773,336
Total liabilities and equity $ 24,789,543 $ 24,037,568 $ 27,310,145
6 Copyright © 2013 Prologis
Financial Information
Consolidated Statements of Operations
(in thousands, except per share amounts) Supplemental 3Q 2013
Three Months Ended Nine Months Ended
September 30, September 30,
2013 2012 2013 2012
Revenues:
Rental income $ 379,312 $ 466,731 $ 1,200,303 $ 1,372,707
Investment management income 48,322 31,714 125,565 95,064
Development management and other income 2,551 1,017 7,872 5,859
Total revenues 430,185 499,462 1,333,740 1,473,630
Expenses:
Rental expenses 108,912 126,431 353,272 369,284
Investment management expenses 22,023 15,730 66,938 47,686
General and administrative expenses 55,034 55,886 166,140 167,460
Depreciation and amortization 158,889 190,148 492,690 547,036
Other expenses 6,370 5,580 17,494 17,142
Merger, acquisition and other integration expenses 20,659 52,573
Impairment of real estate properties 9,778 12,963
Total expenses 351,228 424,212 1,096,534 1,214,144
Operating income 78,957 75,250 237,206 259,486
Other income (expense):
Earnings from unconsolidated co-investment ventures, net 25,769 2,378 57,816 15,289
Earnings from other unconsolidated joint ventures, net 596 185 1,738 5,158
Interest income 4,612 6,399 13,402 17,192
Interest expense (84,885) (122,817) (292,383) (383,369)
Gains on acquisitions and dispositions of investments in real estate, net 46,074 12,677 445,954 280,968
Foreign currency and derivative gains (losses) and other income (expenses), net 7,916 (3,549) 8,385 (17,351)
Gains (losses) on early extinguishment of debt, net (114,196) (164,155) 4,919
Impairment of other assets (16,135)
Total other income (expense) (114,114) (104,727) 70,757 (93,329)
Earnings (loss) before income taxes (35,157) (29,477) 307,963 166,157
Income tax expense (benefit)current and deferred 12,180 (19,983) 84,534 216
Earnings (loss) from continuing operations (47,337) (9,494) 223,429 165,941
Discontinued operations:
Income (loss) attributable to disposed properties and assets held for sale (127) 8,054 1,753 29,262
Net gains (losses) on dispositions, including related impairment charges and taxes 40,297 (31,458) 59,598 (10,335)
Total discontinued operations 40,170 (23,404) 61,351 18,927
Consolidated net earnings (loss) (7,167) (32,898) 284,780 184,868
Net loss (earnings) attributable to noncontrolling interests 1,768 (3,323) (3,051) (6,180)
Net earnings (loss) attributable to controlling interests (5,399) (36,221) 281,729 178,688
Preferred stock dividends (2,135) (10,305) (16,256) (30,921)
Loss on preferred stock redemption (9,108) -
Net earnings (loss) attributable to common stockholders $ (7,534) $ (46,526) $ 256,365 $ 147,767
Weighted average common shares outstandingDiluted (A) 499,848 461,979 488,409 464,938
Net earnings (loss) per share attributable to common stockholdersDiluted $ (0.02) $ (0.10) $ 0.53 $ 0.32
(A) See Calculation of Per Share Amounts in the Notes and Definitions.
7
Copyright © 2013 Prologis
Financial Information
Reconciliations of Net Earnings (Loss) to FFO
(in thousands) Supplemental 3Q 2013
Three Months Ended Nine Months Ended
September 30, September 30,
2013 2012 2013 2012
Reconciliation of net earnings (loss) to FFO
Net earnings (loss) attributable to common stockholders $ (7,534) $ (46,526) $ 256,365 $ 147,767
Add (deduct) NAREIT defined adjustments:
Real estate related depreciation and amortization 152,743 185,589 474,559 534,127
Impairment charges on certain real estate properties 21,660 21,660
Net losses (gains) on non-FFO acquisitions and dispositions (96,002) 11,096 (204,039) (151,711)
Reconciling items related to noncontrolling interests (4,023) (6,084) (7,683) (22,088)
Our share of reconciling items included in earnings from unconsolidated co-investment ventures 51,155 32,686 111,603 95,050
Our share of reconciling items included in earnings from other unconsolidated joint ventures 1,378 2,623 4,344 9,241
Subtotal-NAREIT defined FFO 97,717 201,044 635,149 634,046
Add (deduct) our defined adjustments:
Unrealized foreign currency and derivative losses (gains), net (8,082) 5,841 (587) 15,558
Deferred income tax expense (benefit) 1,168 (1,884) (1,048) (6,642)
Our share of reconciling items included in earnings from unconsolidated co-investment ventures (8,267) 890 9,060 (2,328)
FFO, as defined by Prologis 82,536 205,891 642,574 640,634
Adjustments to arrive at Core FFO, including our share of unconsolidated entities:
Net losses (gains) on acquisitions and dispositions of investments in real estate, net of expenses 7,294 (11,575) (218,928) (115,468)
Losses (gains) on early extinguishment of debt and redemption of preferred stock, net 114,196 173,263 (4,919)
Our share of reconciling items included in earnings from unconsolidated entities 2,869 1,460 1,260 10,380
Impairment charges 15,527 34,847
Merger, acquisition and other integration expenses 20,659 52,573
Adjustments to arrive at Core FFO 124,359 26,071 (44,405) (22,587)
Core FFO $ 206,895 $ 231,962 $ 598,169 $ 618,047
Adjustments to arrive at Core Adjusted FFO (Core AFFO), including our share of unconsolidated entities:
Straight-lined rents and amortization of lease intangibles (5,167) (4,217) (17,957) (22,210)
Property improvements (28,790) (25,938) (62,396) (54,107)
Tenant improvements (26,321) (22,459) (74,062) (68,596)
Leasing commissions (12,838) (14,031) (45,462) (37,148)
Amortization of management contracts 1,386 1,606 4,394 4,614
Amortization of debt discounts (premiums) and financing costs, net of capitalization (4,018) (5,359) (14,859) (12,811)
Cash received on net investment hedges 1,733 6,044 -
Stock compensation expense 12,120 8,438 39,419 24,605
Core AFFO $ 145,000 $ 170,002 $ 433,290 $ 452,394
Common stock dividends $ 141,279 $ 129,769 $ 413,115 $ 391,362
8 Copyright © 2013 Prologis
Financial Information
EBITDA Reconciliation
(in thousands) Supplemental 3Q 2013
Three Months Ended Nine Months Ended
September 30, September 30,
2013 2012 2013 2012
Reconciliation of net earnings (loss) to Adjusted EBITDA
Net earnings (loss) attributable to common stockholders $ (7,534) $ (46,526) $ 256,365 $ 147,767
Net gains on acquisitions and dispositions of investments in real estate, net (86,371) (8,628) (505,552) (298,042)
Depreciation and amortization from continuing operations 158,889 190,148 492,690 547,036
Interest expense from continuing operations 84,885 122,817 292,383 383,369
Losses (gains) on early extinguishment of debt 114,196 164,155 (4,919)
Current and deferred income tax expense (benefit) from continuing operations 12,180 (19,983) 84,534 216
Pro forma adjustment (A) (29,533) 12,352
Loss (income) attributable to disposal properties and assets held for sale 127 (8,054) (1,753) (29,262)
NOI attributable to assets held for sale 6,917 22,056
Net earnings (loss) attributable to noncontrolling interest (1,768) 3,323 3,051 6,180
Preferred stock dividends and loss on preferred stock redemption 2,135 10,305 25,364 30,921
Unrealized foreign currency and derivative losses (gains) and stock compensation expense, net (B) 4,038 14,279 41,832 40,163
Impairment charges 37,187 56,507
Merger, acquisition and other integration expenses 20,659 52,573
Adjusted EBITDA, prior to our share of unconsolidated entities 280,777 322,444 823,536 966,917
Our share of reconciling items from unconsolidated entities:
Net losses (gains) on dispositions of investments in real estate, net (675) 357 (8,959) 1,695
Depreciation and amortization 53,122 35,309 122,682 101,284
Interest expense 24,878 22,328 70,083 69,722
Losses on early extinguishment of debt 607 1,136 5,999
Impairment of real estate properties and other assets 1,563 3,146
Current income tax expense 4,199 2,226 10,487 5,467
Unrealized losses (gains) and deferred income tax expense (benefit) (8,267) 890 9,060 (2,328)
Adjusted EBITDA $ 354,641 $ 385,117 $ 1,028,025 $ 1,151,902
(A) Adjustments during 2013 include the effects of Nippon Prologis REIT, Inc. (NPR) and Prologis European Logistics Partners Sarl (PELP) as if we made the first quarter contribution at the
beginning of the year (i.e. removing actual NOI recognized and replacing with an estimate of our share of NOI and fees). Adjustments during 2012 include the effects of Prologis North
American Industrial Fund II and Prologis California to reflect NOI for the full period.
(B) The nine months ended September 30, 2013 include an adjustment for investment management expense related to the promote earned in the second quarter as the promote revenue is not
9 included in Adjusted EBITDA. Copyright © 2013 Prologis
Financial Information
Pro-rata Balance Sheet Information
(in thousands) Supplemental 3Q 2013
Plus PLD Share of
Less Non Investors
Unconsolidated PLD Total Total Owned
Consolidated Controlling Share of
Pro-rata Balance Sheet Information as of Co-Investment Share and Managed
Interest Ventures
September 30, 2013 Ventures
Assets:
Investments in real estate assets:
Gross operating properties $ 18,404,897 $ (514,813) $ 7,038,874 $ 24,928,958 $ 15,970,066 $ 40,899,024
Other real estate 3,195,011 (40,893) 132,829 3,286,947 260,391 3,547,338
Less accumulated depreciation (2,540,370) 25,539 (470,585) (2,985,416) (1,163,725) (4,149,141)
Net investments in properties 19,059,538 (530,167) 6,701,118 25,230,489 15,066,732 40,297,221
Investments in unconsolidated entities 4,210,305 (69,807) (4,140,498) 69,807 69,807
Other assets 1,519,700 (165,756) 437,108 1,791,052 1,475,773 3,266,825
Total assets $ 24,789,543 $ (765,730) $ 2,997,728 $ 27,021,541 $ 16,612,312 $ 43,633,853
Liabilities and Equity:
Liabilities:
Debt $ 9,119,317 $ (209,542) $ 2,117,010 $ 11,026,785 $ 5,527,264 $ 16,554,049
Other liabilities 1,406,704 (45,759) 880,718 2,241,663 1,293,145 3,534,808
Total liabilities 10,526,021 (255,301) 2,997,728 13,268,448 6,820,409 20,088,857
Equity:
Stockholders / partners equity 13,753,093 13,753,093 9,791,903 23,544,996
Noncontrolling interests 510,429 (510,429) -
Total equity 14,263,522 (510,429) 13,753,093 9,791,903 23,544,996
Total liabilities and equity $ 24,789,543 $ (765,730) $ 2,997,728 $ 27,021,541 $ 16,612,312 $ 43,633,853
On this page and the following page, we present balance sheet and income statement information on a pro-rata basis reflecting our proportionate economic ownership of each entity included in our Total Owned and Managed portfolio.
The consolidated amounts shown are derived from, and prepared on a consistent basis with, our consolidated financial statements. The PLD Share of
Unconsolidated Co-Investment Ventures column was derived on an entity-by-entity basis by applying our ownership percentage to each line item to calculate our share of that line item. For purposes of balance sheet data, we used our ownership percentage at the end of the period and for operating information, we used our average ownership percentage for the period, consistent with how we calculate our share of net earnings (loss) during the period. We used a similar calculation to derive the noncontrolling interests share of each line item. In order to present the Total Owned and Managed portfolio, we added our investors share of each line item in the unconsolidated co-investment ventures and the noncontrolling interests share of each line item to the PLD Total Share.
10 Copyright © 2013 Prologis
Financial Information
Pro-rata Operating Information
(in thousands) Supplemental 3Q 2013
Plus PLD Share of
Less Non Investors
Unconsolidated PLD Total Total Owned
Consolidated Controlling Share of
Pro-rata Operating Information for Co-Investment Share and Managed
Interest Ventures
Three Months Ended September 30, 2013 Ventures
Revenues:
Rental income $ 379,312 $ (12,932) $ 138,521 $ 504,901 $ 319,672 $ 824,573
Investment management income 48,322 142 465 48,929 382 49,311
Development management and other income 2,551 58 2,626 5,235 957 6,192
Total revenues 430,185 (12,732) 141,612 559,065 321,011 880,076
Expenses:
Rental expenses 108,912 (2,691) 32,012 138,233 74,615 212,848
Investment management expenses 22,023 22,023 22,023
General and administrative expenses 55,034 (1,491) 9,050 62,593 20,708 83,301
Depreciation and amortization 158,889 (3,414) 55,084 210,559 112,406 322,965
Other expenses 6,370 5,077 11,447 10,364 21,811
Total expenses 351,228 (7,596) 101,223 444,855 218,093 662,948
Operating income (loss) 78,957 (5,136) 40,389 114,210 102,918 217,128
Our share of co-investment ventures 100,229 (100,229) -
Total reconciling items to Adjusted EBITDA 175,455 (3,748) 59,840 231,547 113,612 345,159
Adjusted EBITDA (A) $ 354,641 $ (8,884) $ $ 345,757 $ 216,530 $ 562,287
Adjusted EBITDA by segment:
Real Estate Operations NOI $ 266,581 $ (10,183) $ 104,058 $ 360,456 $ 235,650 $ 596,106
Investment management NOI 26,299 142 465 26,906 382 27,288
Our share of co-investment ventures 100,229 (100,229) -
General and administrative and other expenses (38,468) 1,157 (4,294) (41,605) (19,502) (61,107)
Adjusted EBITDA $ 354,641 $ (8,884) $ $ 345,757 $ 216,530 $ 562,287
Prologis Share (in millions)
Real Estate Operations NOI $360.5 (93% of NOI)
Investment Management NOI $26.9 (7% of NOI)
0 $100 $200 $300 $400
(A) See reconciliation of Consolidated Net Earnings to Adjusted EBITDA on page 9.
11
Copyright © 2013 Prologis
Operations Overview
Operating Portfolio Square Feet, Occupied and Leased
(square feet in thousands) Supplemental 3Q 2013
Region # of Buildings Square Feet Occupied Leased
Total Owned and Prologis Prologis % of Total Total Owned and Prologis Total Owned and Prologis
Managed Share Share (%) Managed Share Managed Share
Global Markets
U.S.
Atlanta East 119 15,222 12,568 82.6% 3.6% 87.0% 87.5% 88.2% 88.8%
Baltimore/ Washington East 70 8,266 5,572 67.4% 1.6% 96.0% 95.6% 96.2% 95.9%
Central Valley Northwest 23 8,968 7,127 79.5% 2.0% 90.3% 91.8% 90.3% 91.8%
Central & Eastern PA East 28 14,349 12,363 86.2% 3.6% 97.9% 97.5% 97.9% 97.5%
Chicago Central 220 36,400 28,624 78.6% 8.2% 92.4% 94.2% 92.4% 94.2%
Dallas/ Ft . Worth Central 164 23,633 18,851 79.8% 5.4% 91.1% 91.1% 92.2% 91.6%
Houston Central 90 10,944 7,399 67.6% 2.1% 98.4% 98.8% 98.6% 99.2%
New Jersey/New York City East 169 21,896 16,615 75.9% 4.8% 93.3% 91.4% 93.6% 91.9%
San Francisco Bay Area Northwest 237 19,273 16,413 85.2% 4.7% 92.1% 91.7% 92.3% 91.9%
Seattle Northwest 77 10,255 5,236 51.1% 1.5% 96.0% 97.2% 96.1% 97.2%
South Florida East 91 10,679 7,678 71.9% 2.2% 95.9% 94.5% 96.1% 94.5%
Southern California Southwest 299 56,766 46,056 81.1% 13.2% 97.2% 97.7% 97.2% 97.7%
On Tarmac Various 31 2,598 2,382 91.7% 0.7% 88.2% 87.2% 88.2% 87.2%
Canada East 19 6,383 5,080 79.6% 1.5% 95.4% 94.3% 95.4% 94.3%
Mexico Latin America 189 30,550 17,960 58.8% 5.2% 92.5% 91.8% 92.6% 91.8%
Brazil Latin America 10 3,479 478 13.7% 0.1% 100.0% 100.0% 100.0% 100.0%
Americas total 1,836 279, 661 210,402 75.2% 60.4% 94.0% 94.0% 94.2% 94.2%
Belgium Northern 9 2,016 1,058 52.5% 0.3% 99.6% 99.3% 99.6% 99.3%
France Southern 126 29,980 15,276 51.0% 4.4% 91.4% 91.5% 92.2% 92.3%
Germany Northern 90 18,491 7,819 42.3% 2.2% 97.6% 97.8% 97.7% 97.8%
Netherlands Northern 53 10,837 4,771 44.0% 1.4% 95.1% 96.0% 95.1% 96.0%
Poland C.E.E. 97 21,035 9,255 44.0% 2.7% 90.3% 88.6% 90.9% 89.3%
Spain Southern 26 7,125 3,593 50.4% 1.0% 89.0% 90.8% 89.0% 90.8%
United Kingdom UK 83 19,116 9,170 48.0% 2.6% 97.5% 97.9% 98.3% 98.8%
Europe total 484 108, 600 50,942 46.9% 14.6% 93.7% 93.6% 94.2% 94.2%
China China 27 5,981 2,762 46.2% 0.8% 97.5% 97.1% 97.5% 97.1%
Japan Japan 42 22,716 10,030 44.2% 2.9% 94.3% 88.7% 94.6% 89.4%
Singapore Singapore 5 942 942 100.0% 0.3% 100.0% 100.0% 100.0% 100.0%
Asia total 74 29,639 13,734 46.3% 4.0% 95.1% 91.2% 95.4% 91.7%
Total global markets 2, 394 417,900 275,078 65.8% 79.0% 94.0% 93.8% 94.3% 94.1%
Regional markets (A)
ItalyEurope Southern 27 8,378 4,791 57.2% 1.4% 85.9% 82.5% 90.2% 86.2%
DenverAmericas Northwest 32 5,136 4,181 81.4% 1.2% 98.3% 97.9% 98.3% 97.9%
ColumbusAmericas Central 36 9,606 7,641 79.5% 2.2% 95.4% 94.3% 96.3% 95.4%
San AntonioAmericas Central 50 5,606 4,185 74.7% 1.2% 98.2% 97.6% 99.1% 98.8%
MemphisAmericas Central 15 5,956 5,402 90.7% 1.5% 98.9% 98.8% 98.9% 98.8%
Czech RepublicEurope C.E.E. 29 6,825 3,084 45.2% 0.9% 92.1% 89.2% 94.9% 94.2%
CincinnatiAmericas Central 27 6,663 4,142 62.2% 1.2% 95.4% 95.2% 95.4% 95.2%
SwedenEurope Northern 10 3,807 1,877 49.3% 0.5% 100.0% 100.0% 100.0% 100.0%
OrlandoAmericas Central 35 4,360 3,438 78.9% 1.0% 95.6% 94.7% 96.2% 95.5%
HungaryEurope C.E.E. 30 5,347 2,425 45.4% 0.7% 84.9% 83.0% 85.9% 83.7%
Remaining other regional (9 markets) Various 184 29,987 21,183 70.6% 6.1% 94.6% 93.7% 94.9% 94.0%
Regional markets total 475 91,671 62,349 68.0 % 17.9% 94.2% 93.6% 95.1% 94.5%
Other markets ( 9 markets) Various 73 13,158 10,817 82.2% 3.1% 90.6% 91.4% 91.1% 91.8 %
Total operating portfolioowned and managed 2, 942 522,729 348,244 66.6% 100.0% 93.9% 93.7% 94.3 % 94.1%
(A) Selected and ordered by Prologis share of NOI ($).
12
Copyright © 2013 Prologis
Operations Overview
Operating Portfolio NOI and Gross Book Value
(dollars in thousands) Supplemental 3Q 2013
Region Third Quarter NOI Gross Book Value
Total Owned and Prologis Prologis % of Total Total Owned and Prologis Prologis % of Total
Managed Share ($) Share (%) Managed Share ($) Share (%)
Global Markets
U.S.
Atlanta East $9,389 $7,590 80.8% 2.1% $686,335 $528,860 77.1% 2.1%
Baltimore/ Washington East 10,849 7,016 64.7% 2.0% 642,536 401,220 62.4% 1.6%
Central Valley North west 6,664 5,648 84.8% 1.6% 473,883 367,922 77.6% 1.5%
Central & Eastern PA East 11,800 9,553 81.0% 2.7% 870,005 752,755 86.5% 3.0%
Chicago Central 25,424 19,197 75.5% 5.3% 2,171,484 1,657,796 76.3% 6.5%
Dallas/ Ft . Worth Central 13,702 10,328 75.4% 2.9% 1,114,867 832,301 74.7% 3.3%
Houston Central 10,216 6,591 64.5% 1.8% 642,740 379,100 59.0% 1.5%
New Jersey/ New York City East 27,919 19,530 70.0% 5.4% 1,941,771 1,346,161 69.3% 5.3%
San Francisco Bay Area Northwest 27,243 23,054 84.6% 6.4% 1,972,320 1,688,962 85.6% 6.7%
Seattle Northwest 11,690 5,664 48.5% 1.6% 955,772 490,767 51.3% 1.9%
South Florida East 13,275 9,613 72.4% 2.7% 1,042,609 781,204 74.9% 3.1%
Southern California Southwest 61,189 49,777 81.3% 13.9% 5,093,273 4,111,485 80.7% 16.1%
On Tarmac Various 6,979 6,183 88.6% 1.7% 315,595 278,649 88.3% 1.1%
Canada East 7,557 5,759 76.2% 1.6% 620,718 489,998 78.9% 1.9%
Mexico Lat in America 30,242 18,034 59.6% 5.0% 1,837,333 1,026,947 55.9% 4.1%
Brazil Lat in America 8,221 411 5.0% 0.1% 291,697 38,559 13.2% 0.2%
Americas total 282, 359 203, 948 72. 2% 56. 8% 20, 672, 938 15 , 172 ,6 86 73. 4% 59. 9%
Belgium Northern 2,972 1,581 53.2% 0.4% 168,531 89,674 53.2% 0.4%
France Southern 37,240 19,136 51.4% 5.3% 2,483,566 1,269,105 51.1% 4.9%
Germany Northern 29,243 12,313 42.1% 3.4% 1,652,757 690,192 41.8% 2.7%
Netherlands Northern 15,902 7,318 46.0% 2.0% 1,046,988 494,343 47.2% 2.0%
Poland CEE 19,855 8,427 42.4% 2.3% 1,427,399 597,093 41.8% 2.4%
Spain Southern 9,505 5,022 52.8% 1.5% 573,076 298,515 52.1% 1.2%
United Kingdom UK 39,072 19,089 48.9% 5.3% 2,419,386 1,150,025 47.5% 4.5%
Europe total 153, 789 72, 886 47. 4% 20. 2% 9 , 7 7 1, 703 4, 588 ,94 7 47. 0% 18 . 1%
China China 4,730 1,519 32.1% 0.4% 304,937 107,842 35.4% 0.4%
Japan Japan 53,667 19,540 36.4% 5.4% 4,182,054 1,699,922 40.6% 6.7%
Singapore Singapore 2,381 2,381 100.0% 0.7% 145,687 145,687 100.0% 0.6%
Asia total 60, 778 23, 440 38. 6% 6. 5% 4, 632, 678 1, 953, 451 42. 2% 7. 7%
Total global markets 496, 926 300, 274 60. 4% 83. 5% 3 5 ,0 77, 319 2 1, 715 , 0 8 4 6 1. 9% 85. 7%
Regional markets ( A)
ItalyEurope Southern 8,086 4,319 53.4% 1.2% 528,314 305,271 57.8% 1.2%
DenverAmericas North west 4,865 3,963 81.5% 1.1% 291,082 241,267 82.9% 1.0%
ColumbusAmericas Central 5,012 3,710 74.0% 1.0% 370,253 285,314 77.1% 1.1%
San AntonioAmericas Central 4,900 3,661 74.7% 1.0% 260,051 185,223 71.2% 0.7%
MemphisAmericas Central 3,691 3,376 91.5% 0.9% 199,008 178,474 89.7% 0.7%
Czech RepublicEurope CEE 7,728 3,356 43.4% 0.9% 504,226 220,849 43.8% 0.9%
CincinnatiAmericas Central 4,871 2,812 57.7% 0.8% 271,196 153,202 56.5% 0.7%
SwedenEurope Northern 5,954 2,736 46.0% 0.8% 372,754 174,724 46.9% 0.7%
OrlandoAmericas Central 3,658 2,683 73.3% 0.8% 279,439 208,995 74.8% 0.8%
HungaryEurope CEE 5,656 2,470 43.7% 0.7% 376,588 161,615 42.9% 0.6%
Remaining other regional (9 markets) Various 24,155 15,689 65.0% 4.4% 1,521,393 986,237 64.8% 3.9%
Regional markets total 78, 576 48, 775 62. 1% 13 . 6 % 4 , 974, 304 3, 10 1, 17 1 62. 3% 12 . 3 %
Other markets ( 9 markets) Various 12 ,126 9, 980 82. 3% 2. 9% 6 9 1, 273 517 , 7 6 8 74. 9% 2. 0%
Total operating portfolioowned and managed $ 587, 628 $359, 029 61. 1% 100. 0% $40, 742, 896 $25, 334 ,0 23 62. 2% 100. 0%
13 (A) Selected and ordered by Prologis share of NOI ($).
Copyright © 2013 Prologis
Operations Overview
Operating Portfolio Summary by Division
(square feet and dollars in thousands) Supplemental 3Q 2013
# o f B uildings Square F eet Occupied Leased
Total Owned Prologis Prologis % of Total Total Owned Prologis Total Owned Prologis
and M anaged Share Share (%) and M anaged Share and M anaged Share
C o nso lidated
Americas 1,532 240,890 240,890 100.0% 69.2% 94.1% 94.1% 94.3% 94.3%
Europe 70 14,790 14,790 100.0% 4.2% 89.0% 89.0% 90.1% 90.1%
Asia 37 10,906 10,906 100.0% 3.2% 89.3% 89.3% 89.9% 89.9%
T o tal o perating po rtfo lio co nso lidated 1,639 266,586 266,586 100.0% 76.6% 93 .6% 93.6% 93 .9% 93.9%
Unco nso lidated
Americas 734 113,346 27,296 24.1% 7.8% 94.3% 94.2% 94.6% 94.5%
Europe 532 124,064 51,534 41.5% 14.8% 93.6% 93.5% 94.4% 94.5%
Asia 37 18,733 2,828 15.1% 0.8% 98.5% 98.5% 98.6% 98.6%
T o tal o perating po rtfo lio unco nso lidated 1,303 256,143 81,658 31.9% 23.4% 94 .3% 93.9% 94 .8% 94.6%
T o tal
Americas 2,266 354,236 268,186 75.7% 77.0% 94.2% 94.1% 94.4% 94.3%
Europe 602 138,854 66,324 47.8% 19.0% 93.1% 92.5% 94.0% 93.5%
Asia 74 29,639 13,734 46.3% 4.0% 95.1% 91.2% 95.4% 91.7%
T o tal o perating po rtfo lio o wned and managed 2,942 522,729 348,244 66.6% 100.0% 93 .9% 93.7% 94 .3% 94.1%
Value added propertiesconsolidated 11 1,956 1,956 100.0% 44.0% 44.0% 44.0% 44.0%
Value added propertiesunconsolidated 5 1,426 552 38.7% 48.6% 47.9% 48.6% 47.9%
T o tal o wned and managed 2,958 526,111 350,752 66.7% 93 .6% 93.3% 94 .0% 93.7%
T hird Quarter N OI Gro ss B o o k Value
Total Owned Prologis Prologis % of Total Total Owned Prologis Prologis % of Total
and M anaged Share ($ ) Share (%) and M anaged Share ($ ) Share (%)
C o nso lidated
Americas $ 217,965 $ 217,965 100.0% 60.7% $ 15,651,565 $ 15,651,565 100.0% 61.8%
Europe 18,685 18,685 100.0% 5.2% 1,196,304 1,196,304 100.0% 4.7%
Asia 16,794 16,794 100.0% 4.7% 1,476,517 1,476,517 100.0% 5.8%
T o tal o perating po rtfo lioco nso lidated $ 253,444 $ 253,444 100.0% 70.6% $ 18,324,386 $ 18,324,386 100.0% 72 ..3%
Unco nso lidated
Americas $ 120,980 $ 28,298 23.4% 7.9% $ 8,514,708 $ 2,081,120 24.4% 8.2%
Europe 169,220 70,641 41.7% 19.7% 10,747,641 4,451,583 41.4% 17.6%
Asia 43,984 6,646 15.1% 1.8% 3,156,161 476,934 15.1% 1.9%
T o tal o perating po rtfo liounco nso lidated $ 334,184 $ 105,585 31.6% 29.4% $ 22,418,510 $ 7,009,637 31.3% 27 .7%
T o tal
Americas $ 338,945 $ 246,263 72.7% 68.6% $ 24,166,273 $ 17,732,685 73.4% 70.0%
Europe 187,905 89,326 47.5% 24.9% 11,943,945 5,647,887 47.3% 22.3%
Asia 60,778 23,440 38.6% 6.5% 4,632,678 1,953,451 42.2% 7.7%
T o tal o perating po rtfo lioo wned and managed $ 587,628 $ 359,029 61.1% 100.0% $ 40,742,896 $ 25,334,023 62.2% 100 .0%
Value added propertiesconsolidated 340 340 100.0% 80,511 80,511 100.0%
Value added propertiesunconsolidated 888 406 45.7% 75,617 29,237 38.7%
T o tal o wned and managed $ 588,856 $ 359,775 61.1% $ 40,899,024 $ 25,443,771 62.2%
14 Copyright © 2013 Prologis
Operations Overview
Operating Metrics Owned and Managed
(square feet and dollars in thousands) Supplemental 3Q 2013
Period Ending Occupancy by Division
100%
96.9% 97.1%
96.4%
95.1%
95% 94.2% 93.8% 93.7% 94.2% 93.1% 93.1% 94.0% 93.7% 93.7% 93.9%
93.0% 92.9%
90%
85%
Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2012 Q1 2013 Q2 2013 Q3 2013
Americas Europe Total Asia
Leasing Activity
Q4 2012 Q1 2013 Q2 2013 Q3 2013 Square feet of leases signed: Properties under development 3,772 3,787 2,389 5,253 Operating portfolio: New leases 11,571 9,688 9,713 7,483 Renew als 25,118 22,374 24,148 23,355 Square feet of leases signed in the operating portfolio 36,689 32,062 33,861 30,838
Total square feet of leases signed 40,461 35,849 36,250 36,091 Average term of leases signed (months) 44 45 49 59 Net effective rent change on rollover (2.1%) 2.0% 4.0% 6.1%
Weighted Average Customer Retention Turnover Costs (per square foot) (A) Net Effective Rent Change on Rollover
Value of Lease (%)
90% 87.3% 8.8% 8.7% 10% 8.0%
84.6% $1.70 7.8% 6.1%
6.9%
80.8% 4.0%
80% 78.0% $1.55 6% 4.0%
2.0%
$1.48 70% $1.41 $1.40 $1.36 $1.38 2% 0.0%
(2.1%)
60% $1.25 -2% -4.0%
Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2012 Q1 2013 Q2 2013 Q3 2013
15 (A) Turnover costs per foot represent expected costs based on the leases signed during the quarter.
Copyright © 2013 Prologis
Operations Overview
Operating Metrics Owned and Managed
(square feet and dollars in thousands) Supplemental 3Q 2013
Capital Expenditures Incurred Same Store Information (A)
Q4 2012 Q1 2013 Q2 2013 Q3 2013 Q4 2012 Q1 2013 Q2 2013 Q3 2013
Property improvements $ 47,517 $ 18,264 $ 25,046 $ 35,668 Square feet of population 501,957 510,295 508,242 494,941
$ per square foot $ 0.09 $ 0.03 $ 0.05 $ 0.07 Percentage change:
Rental income 1.8% 2.7% 1.4% 1.9%
Tenant improvements 36,715 27,241 34,915 32,213 Rental expenses 6.8% 9.1% 3.5% 3.2%
Leasing commissions 25,166 18,344 26,827 17,992 Net operating incomeGAAP 0.1% 0.3% 0.7% 1.4%
Total turnover costs (B) 61,881 45,585 61,742 50,205 Net operating incomeadjusted cash 0.8% 1.8% (0.4%) 1.8%
Total capital expenditures $ 109,398 $ 63,849 $ 86,788 $ 85,873 Average occupancy 2.1% 1.6% 1.9% 0.9%
Trailing four quarters% of gross NOI 13.9% 14.0% 14.8% 14.9%
Weighted average ow nership percent 75.4% 75.3% 75.9% 79.1%
Prologis share $ 82,488 $ 48,076 $ 65,895 $ 67,949
Property Improvements by Square Foot
(trailing four quarters)
`
$0.08
$0.06
$0.06
$0.06
$0.06
$0.06
$0.04
$0.02
Q4 2012
Q1 2013
Q2 2013
Q3 2013
(A) See the Notes and Definitions for further explanations.
(B) Turnover costs represent costs incurred during the quarter.
16
Copyright © 2013 Prologis
Operations Overview
Customer Information Owned and Managed
(square feet and dollars in thousands) Supplemental 3Q 2013
Top Customers Lease ExpirationsOperating PortfolioOwned and Managed
% of Annual Total Square Annual Base Percentage Occupied Percentage
Year
Base Rent Feet Rent of Total Square Feet of Total
1 DHL 1.9% 12,378 Month to month customers $ 37,419 1.4% 10,646 2.2%
2 CEVA Logistics 1.3% 6,606 2013 60,282 2.2% 12,220 2.5%
3 Kuehne + Nagel 1.3% 5,928 2014 446,723 16.3% 83,531 17.0%
4 Amazon.com, Inc. 0.9% 4,059 2015 493,964 18.0% 92,994 18.9%
5 Geodis 0.9% 5,571 2016 441,271 16.1% 83,477 17.0%
6 Home Depot, Inc. 0.9% 4,177 2017 373,649 13.6% 65,409 13.3%
7 Hitachi Ltd 0.8% 2,147 Thereafter 890,223 32.4% 142,706 29.1%
8 FedEx Corporation 0.8% 2,282 Total $ 2,743,531 100% 490,983 100%
9 United States Government 0.8% 1,483
10 Panasonic Co., Ltd. 0.7% 2,137 Lease ExpirationsOperating PortfolioPrologis Share
Top 10 Customers 10.3% 46,768 Annual Base Percentage Occupied Percentage
Year
11 PepsiCo 0.7% 4,883 Rent of Total Square Feet of Total
12 Tesco PLC 0.7% 2,693 Month to month customers $ 24,191 1.4% 7,517 2.3%
13 Panalpina, Inc. 0.6% 2,457 2013 43,041 2.4% 8,704 2.7%
14 Wal-Mart Stores, Inc. 0.5% 3,135 2014 280,061 16.0% 54,382 16.7%
15 Nippon Express Group 0.5% 1,348 2015 316,734 18.1% 62,047 19.0%
16 ND Logistics 0.5% 2,375 2016 288,632 16.5% 56,869 17.4%
17 Bayerische Motoren Werke Ag (BMW) 0.5% 2,243 2017 243,106 13.9% 44,408 13.6%
18 Ingram Mico 0.4% 3,001 Thereafter 554,234 31.7% 92,305 28.3%
19 LG Electronics, Inc. 0.4% 2,540 Total $ 1,749,999 100% 326,232 100%
20 National Distribution Centers LP 0.4% 3,361
21 DB Schenker 0.4% 2,397
22 UPS SCS (United Parcel Service Inc.) 0.4% 2,058
23 Con-Way (MenLo) 0.4% 2,450
24 Sagaw a Express 0.4% 1,149
25 La Poste 0.4% 1,278
Top 25 Customers 17.5% 84,136
17 Copyright © 2013 Prologis
Capital Deployment
Overview Owned and Managed
Building Acquisitions and Equity Investments(in millions)
$1,600 $1,322
$1,200
$800 $512
$400 $276
$34
$-
Q4 2012 Q1 2013 Q2 2013 Q3 2013
Third Party Building Acquisitions
Equity Invested in Co -Investment Ventures
Value Creation from Development Stabilizations (in millions)
$200 $190
$160
$120
$80 $78
$40 $19 $15
$-
Q4 2012 Q1 2013 Q2 2013 Q3 2013
Americas Europe Asia
Supplemental 3Q 2013
Development Starts (TEI) (in millions)
$2,000 $1,553 $1,600 $1,192 $1,200 $1,017 $759 $800
$400 $314
$-
2009 2010 2011 2012 YTD 2013
Americas Europe Asia
Land Activity (in millions)
$200
$100
$-
$(100)
($27) ($89) ($43)
$(200)
$(300)
($114)
Q4 2012 Q1 2013 Q2 2013 Q3 2013
Acquisitions (A) Dispositions
Development Starts Foreign currency and other
(A) Includes acquisitions and infrastructure costs.
18
Copyright © 2013 Prologis
Capital Deployment
Dispositions and Contributions
(square feet and dollars in thousands) Supplemental 3Q 2013
Q3 2013 YTD 2013
Prologis Share Prologis Share
Prologis Share Prologis Share Prologis Share Prologis Share
Square Feet Total Proceeds of Proceeds (%) Square Feet Total Proceeds of Proceeds (%)
of Square Feet of Proceeds ($) of Square Feet of Proceeds ($)
(A) (A)
Third Party Building Dispositions
Americas
Prologis wholly owned 2,816 2,816 $129,709 $129,709 100.0% 3,162 3,162 $157,161 $157,161 100.0%
Prologis AMS (B) - - - - - 229 88 20,600 7,929 38.5%
Prologis Institutional Alliance Fund II (B) (C) - - - - - 1,012 285 84,993 23,955 28.2%
Prologis Targeted U.S. Logistics Fund - - - - 104 25 28,003 6,688 23.9%
Prologis North American Industrial Fund 520 120 22,408 5,167 23.1% 738 170 29,458 6,793 23.1%
North American Industrial Fund III (D) 9,511 1,902 427,500 85,500 20.0% 9,511 1,902 427,500 85,500 20.0%
Total Americas 12,847 4,838 579,617 220,376 38.0% 14,756 5,632 747,715 288,026 38.5%
Europe
Prologis wholly owned - - - - - 301 301 30,941 30,941 100.0%
Total Europe - - - - - 301 301 30,941 30,941 100.0%
Asia
Prologis wholly owned 98 98 7,848 7,848 100.0% 98 98 7,848 7,848 100.0%
Prologis Japan Fund 1 (E) - - - - 1,094 219 222,157 44,431 20.0%
Total Asia 98 98 7,848 7,848 100.0% 1,192 317 230,005 52,279 22.7%
Total Third Party Building Dispositions 12,945 4,936 $587,465 $228,224 38.8% 16,249 6,250 $1,008,661 $371,246 36.8%
Building Contributions and Dispositions to Co-Investment Ventures
Americas
Prologis Mexico Fondo Logistico (B)- - $- - $- - 745 745 $49,429 $39,543 80.0%
Brazil Fund and joint ventures 239 60 25,252 6,313 25.0% 1,062 266 122,635 30,659 25.0%
Total Americas 239 60 25,252 6,313 25.0% 1,807 1,011 172,064 70,202 40.8%
Europe
Prologis Targeted Europe Logistics Fund - - - - - 571 571 39,722 26,872 67.7%
Prologis European Properties Fund II 2,302 2,302 154,898 102,387 66.1% 2,302 2,302 154,898 102,387 66.1%
Prologis European Logistics Partners - - - - - 48,743 48,743 3,074,924 1,537,462 50.0%
Total Europe 2,302 2,302 154,898 102,387 66.1% 51,616 51,616 3,269,544 1,666,721 51.0%
Asia
Nippon Prologis REIT - - - - - 10,597 10,597 2,095,442 1,781,126 85.0%
Total Asia - - - - - 10,597 10,597 2,095,442 1,781,126 85.0%
Total Contributions and Dispositions to Co-Investment Ventures 2,541 2,362 $180,150 $108,700 60.3% 64,020 63,224 $5,537,050 $3,518,049 63.5%
Total Building Dispositions and Contributions 15,486 7,298 $767,615 $336,924 43.9% 80,269 69,474 $6,545,711 $3,889,295 59.4%
Land dispositions 24,157 24,157 100.0% 87,112 87,112 100.0%
Other real estate dispositions - - - - 3,856 3,316 86.0%
Grand Total Dispositions and Contributions $791,772 $361,081 45.6% $6,636,679 $3,979,723 60.0%
Weighted average stabilized cap rate on building dispositions and
contributions 7.1% 6.6%
(A) Prologis share reflects our effective ownership. For contributions, this amount reflects net cash proceeds to Prologis (net of units received for partial consideration).
(B) This is a consolidated co-investment venture.
(C) During the second quarter of 2013, Prologis acquired the noncontrolling interest in this venture. As of September 30, 2013, all remaining assets and liabilities are wholly owned.
(D) In connection with the dissolution of this co-investment venture in August 2013, we acquired the remaining properties of this venture.
19 (E) In connection with the wind down of this co-investment venture in June 2013, all the properties owned by this co-investment venture were acquired by Prologis or NPR. Copyright © 2013 Prologis
Capital Deployment
Third Party Building Acquisitions and Equity Invested in Co-Investment Ventures
(square feet and dollars in thousands) Supplemental 3Q 2013
Q3 2013 YTD 2013
Prologis Share Prologis Share of Prologis Share Prologis Share of
Prologis Share of Prologis Share of
Square Feet of Square Acquisition Cost Acquisition Square Feet of Square Acquisition Cost Acquisition
Acquisition Cost ($) Acquisition Cost ($)
Feet Cost (%) (A) Feet Cost (%) (A)
Third Party Building Acquisitions
Americas
Prologis wholly owned -- $ - $ -- 1,134 1,134 $ 53,291 $ 53,291 100.0%
Prologis Targeted U.S. Logistics Fund 2,605 701 175,224 47,307 27.0% 3,494 913 216,608 57,189 26.4%
Total Americas 2,605 701 175,224 47,307 27.0% 4,628 2,047 269,899 110,480 40.9%
Europe
Prologis Targeted Europe Logistics Fund 72 36 6,915 3,404 49.2% 72 36 6,915 3,404 49.2%
Prologis European Properties Fund II - - -- 268 84 21,299 6,676 31.3%
Prologis European Logistics Partners 2,584 1,293 383,379 191,689 50.0% 2,584 1,293 383,379 191,689 50.0%
Total Europe 2,656 1,329 390,294 195,093 50.0% 2,924 1,413 411,593 201,769 49.0%
Asia - - ---- - - -
Total Third Party Building Acquisitions 5,261 2,030 $ 565,518 $ 242,400 42.9% 7,552 3,460 $ 681,492 $ 312,249 45.8%
Weighted average stabilized cap rate 6.0% 6.3%
Q3 2013 YTD 2013
Ownership Total Equity Ownership Total Equity
Before After (B) Invested Before After (B) Invested
Equity Invested in Co-Investment Ventures
Prologis Institutional Alliance Fund II (C) $ - 28.2% 100.0% $ 274,326
Prologis North American Industrial Fund III 20.0% 100.0% 423,781 20.0% 100.0% 423,781
Prologis Targeted U.S. Logistics Fund 23.9% 27.0% 100,000 23.9% 27.0% 100,000
Prologis Targeted Europe Logistics Fund 38.8% 49.2% 143,900 32.4% 49.2% 209,465
Prologis European Properties Fund II 33.1% 33.9% 88,600 29.7% 33.9% 178,574
Total Equity Invested in Co-Investment Ventures $ 756,281 $ 1,186,146
(A) Prologis share reflects our effective ownership.
(B) May include the impact of other equity investments by our partners.
20 (C) This was a consolidated co-investment venture before we acquired our partners interest in the second quarter of 2013. Copyright © 2013 Prologis
Capital Deployment
Development Starts
(in thousands, except percent) Supplemental 3Q 2013
Total Q3 2013 YTD 2013
Prologis Share Prologis Share Prologis Share Prologis Share
Prologis Share Total Expected Total Expected Leased % at Leased % at Prologis Share Total Expected Total Expected Leased % at Leased % at
Square Feet Square Feet Investment Investment Start Start Square Feet Square Feet Investment Investment Start Start
Americas
Consolidated 3,370 3,370 $190,093 $190,093 64.8% 64.8% 7,659 7,659 $418,004 $418,004 70.5% 70.5%
Brazil Fund and joint ventures ------ 1,197 299 126,870 31,718 0.0% 0.0%
Total Americas 3,370 3,370 190,093 190,093 64.8% 64.8% 8,856 7,958 544,874 449,722 61.0% 67.9%
Europe
Consolidated 2,373 2,373 267,021 267,021 67.4% 67.4% 2,946 2,946 302,325 302,325 73.8% 73.8%
Prologis European Properties Fund II ------ 120 40 9,207 3,047 100.0% 100.0%
Total Europe 2,373 2,373 267,021 267,021 67.4% 67.4% 3,066 2,986 311,532 305,372 74.8% 74.1%
Asia
Consolidated ------ 1,284 1,284 207,658 207,658 0.0% 0.0%
Prologis China Logistics Venture I 729 108 36,598 5,489 0.0% 0.0% 2,491 372 128,143 19,221 18.1% 18.2%
Total Asia 729 108 36,598 5,489 0.0% 0.0% 3,775 1,656 335,801 226,879 12.0% 4.1%
Total 6,472 5,851 $493,712 $462,603 58.5% 64.7% 15,697 12,600 $1,192,207 $981,973 51.9% 61.0%
Weighted average estimated stabilized yield 7.3% 7.5%
Pro forma NOI $36,019 $89,850
Weighted average estimated cap rate at stabilization 6.0% 6.4%
Estimated value creation (A) $93,784 $215,818
Estimated development margin 19.0% 18.1%
Prologis share of value creation on development starts (A) 95.7% 79.3%
Prologis share of value creation on development starts (A) $89,779 $171,157
% BTS (based on PLD share) 64.7% 48.3%
21 (A) Value Creation excludes fees or promotes that we may earn. See complete definition in the Notes and Definitions section.
Copyright © 2013 Prologis
Capital Deployment
Value Creation from Development Stabilization
(in thousands, except percent) Supplemental 3Q 2013
Q3 2013 YTD 2013
Prologis Share Prologis Share
Prologis Share Total Expected of Total Prologis Share of Total Expected of Total
Square Feet of Square Feet Investment Expected Square Feet Square Feet Investment Expected
Americas
Consolidated 356 356 $27,772 $27,772 3,116 3,116 $186,415 $186,415
Prologis Targeted U.S. Logistics Fund 272 73 29,730 8,026 272 73 29,730 8,026
Brazil Fund and joint ventures 914 229 88,938 22,235 1,329 333 126,386 31,597
Total Americas 1,542 658 146,440 58,033 4,717 3,522 342,531 226,038
Europe
Consolidated 756 756 45,987 45,987 1,564 1,564 110,021 110,021
Total Europe 756 756 45,987 45,987 1,564 1,564 110,021 110,021
Asia
Consolidated 2,423 2,423 307,770 307,770 3,565 3,565 434,461 434,461
Total Asia 2,423 2,423 307,770 307,770 3,565 3,565 434,461 434,461
Total 4,721 3,837 $500,197 $411,790 9,846 8,651 $887,013 $770,520
Weighted average estimated stabilized yield 8.5% 7.4%
Pro forma NOI $42,501 $71,705
Weighted average estimated cap rate at stabilization 6.1% 6.7%
Estimated value creation (A) $190,152 $282,823
Estimated development margin 38.0% 31.9%
Prologis share of estimated value creation (A) 86.7% 87.4%
Prologis share of estimated value creation (A) $164,888 $247,194
(A) Value Creation excludes fees or promotes that we may earn. See complete definition in the Notes and Definitions section.
22
Copyright © 2013 Prologis
Capital Deployment
Development Portfolio
(in thousands, except percent)
Consolidated
U.S. Central East Northwest Southwest U.S. Total
Canada
Latin America
Americas total
Europe
Southern Europe
Central Europe
United Kingdom
Europe total
Asia
Japan
China
Asia total
Total global markets
Regional and other markets
Americas Europe
Total regional and other markets
Total consolidated development portfolio Unconsolidated
Brazil Fund and joint ventures
Prologis Targeted Europe Logistics Fund Prologis European Properties Fund II Prologis European Logistics Partners Prologis China Logistics Venture I
Total unconsolidated development portfolio
Total development portfolioowned & managed
Total development portfolioPrologis share Total development portfolioPrologis share (%)
Cost to complete
Prologis share of cost to complete
Percent build to suit (based on Prologis share) Leased percent Weighted average estimated stabilized yield Americas Europe Asia Total Pro forma NOI
Weighted average estimated cap rate at stabilization Estimated value creation (A) Estimated development margin Prologis share of estimated value creation (A) Prologis share of estimated value creation (A)
Supplemental 3Q 2013
Under Development
Pre-Stabilized 2013 Expected 2014 and thereafter Total Under
Developments Completion Expected Completion Development Total Development Portfolio
Prologis share of
Sq Ft TEI $ Sq Ft TEI $ Sq Ft TEI $ Sq Ft TEI $ TEI $ TEI $ % of Total Leased %
936 $ 42,755 282 $ 15,636 1,369 $ 58,012 1,651 $ 73,648 $ 116,403 $ 116,403 5.9% 60.1%
493 25,453 147 13,156 2,012 209,202 2,159 222,358 247,811 247,811 12.4% 42.6%
1,258 133,486 - - - - - 133,486 133,486 6.7% 80.9%
800 48,324 - - 751 58,633 751 58,633 106,957 106,957 5.4% 21.0%
3,487 250,018 429 28,792 4,132 325,847 4,561 354,639 604,657 604,657 30.4% 50.0%
- - - - 910 104,882 910 104,882 104,882 104,882 5.3% 0.0%
989 60,141 - - 619 40,391 619 40,391 100,532 100,532 5.0% 37.8%
4,476 310,159 429 28,792 5,661 471,120 6,090 499,912 810,071 810,071 40 .7% 43.9%
- - - - 270 25,688 270 25,688 25,688 25,688 1.3% 100.0%
- - 573 36,375 - - 573 36,375 36,375 36,375 1.8% 100.0%
- - 367 41,192 1,866 226,226 2,233 267,418 267,418 267,418 13.4% 76.0%
- - 940 77,567 2,136 251,914 3,076 329,481 329,481 329,481 16 .5% 82 .6%
425 68,071 1,162 141,000 2,023 301,866 3,185 442,866 510,937 510,937 25.6% 54.4%
131 5,665 - - - - - - 5,665 5,665 0.3% 0.0%
556 73,736 1,162 141,000 2,023 301,866 3,185 442,866 516,602 516,602 25 .9% 52.5%
5,032 383,895 2,531 247,359 9,820 1,024,900 12,351 1,272,259 1,656,154 1,656,154 83.1% 52 .6%
1,253 52,572 - - 2,506 101,008 2,506 101,008 153,580 153,580 7.7% 87.1%
- - - 239 15,109 239 15,109 15,109 15,109 0.8% 0.0%
1,253 52,572 - - 2,745 116,117 2,745 116,117 168,689 168,689 8.5% 81.9%
6,285 436,467 2,531 247,359 12,565 1,141,017 15,096 1,388,376 1,824,843 1,824,843 91.6% 58.1%
356 30,152 1,141 117,795 621 60,597 1,762 178,392 208,544 104,272 5.2% 26.6%
266 32,953 - - - - - - 32,953 16,219 0.8% 41.2%
- - - - 120 10,182 120 10,182 10,182 3,453 0.2% 100.0%
- - - - 262 18,625 262 18,625 18,625 9,313 0.5% 100.0%
- - 1,049 60,554 3,118 168,733 4,167 229,287 229,287 34,393 1.7% 18.5%
622 63,105 2,190 178,349 4,121 258,137 6,311 436,486 499,591 167,650 8.4% 26 .3%
6,907 $ 499,572 4,721 $ 425,708 16,686 $ 1,399,154 21,407 $ 1,824,862 $ 2,324,434 $ 1,992,493 100.0% 50.3%
6,594 $ 467,763 3,259 $ 315,340 13,515 $ 1,209,390 16,774 $ 1,524,730 $ 1,992,493 55 .8%
95.5% 93.6% 69.0% 74.1% 81.0% 86.4% 78.4% 83.6% 85.7%
$ 48,376 $ 85,325 $ 787,991 $ 873,316 $ 921,692
$ 43,887 $ 55,677 $ 660,675 $ 716,352 $ 760,239
45.9% 79.6% 31.9% 41.8% 42.8%
45.7% 81.8% 43.3% 51.8% 50.3%
8.2% 9.8% 7.0% 7.5% 7.8%
5.4% 8.2% 7.4% 7.6% 7.4%
7.2% 7.8% 7.1% 7.3% 7.3%
7.9% 8.5% 7.4% 7.5% 7.6%
$ 175,695
6.3%
$ 454,368
19.5%
$ 395,404
87.0%
23 (A) Value creation excludes fees or promotes that we may earn. See complete definition in the Notes and Definitions section.
Copyright © 2013 Prologis
Capital Deployment
Land Portfolio Owned and Managed
(square feet and dollars in thousands) Supplemental 3Q 2013
Land by Market Region Acres Current Book Value
Total Owned & Prologis Prologis Estimated Build Out Total Owned & Prologis Prologis % of Managed Share Share (%) Potential (sq ft) (A) Managed Share ($) Share (%) Total
Global markets
U.S.
Atlanta East 613 613 100.0% 8,655 $ 26,324 $ 26,324 100.0% 1.6%
Baltimore/Washington East 119 119 100.0% 1,469 18,349 18,349 100.0% 1.1%
Central Valley Northwest 1,156 1,156 100.0% 20,760 41,088 41,088 100.0% 2.5%
Central & Eastern PA East 311 311 100.0% 3,984 31,215 31,215 100.0% 1.9%
Chicago Central 518 518 100.0% 9,661 36,000 36,000 100.0% 2.1%
Dallas/Ft. Worth Central 429 429 100.0% 7,354 30,879 30,879 100.0% 1.8%
Houston Central 80 80 100.0% 1,198 9,038 9,038 100.0% 0.5%
New Jersey/New York City East 261 261 100.0% 3,806 109,762 109,762 100.0% 6.5%
South Florida East 341 341 100.0% 5,794 149,198 149,198 100.0% 9.0%
Southern California Southwest 744 744 100.0% 14,810 160,644 160,644 100.0% 9.6%
Canada Canada 179 179 100.0% 3,435 55,830 55,830 100.0% 3.3%
Mexico Mexico 827 827 100.0% 15,469 161,681 161,681 100.0% 9.6%
Brazil Brazil 269 135 50.0% 3,872 60,463 30,232 50.0% 1.8%
Americas total 5,847 5,713 97 .7% 100,267 890,471 860,240 96 .6% 51.3%
Belgium Northern 27 27 100.0% 526 10,521 10,521 100.0% 0.6%
France Southern 491 491 100.0% 8,844 81,830 81,830 100.0% 4.9%
Germany Northern 104 104 100.0% 2,230 22,122 22,122 100.0% 1.3%
Netherlands Northern 68 68 100.0% 1,823 71,199 71,199 100.0% 4.2%
Poland C.E.E. 729 729 100.0% 13,442 92,437 92,437 100.0% 5.5%
Spain Southern 100 100 100.0% 2,021 16,508 16,508 100.0% 1.0%
United Kingdom UK 835 835 100.0% 11,466 184,193 184,193 100.0% 11.0%
Europe total 2,354 2,354 100 .0% 40,352 478,810 478,810 100 .0% 28 .5%
China China 132 36 27.3% 4,414 39,628 13,341 33.7% 0.8%
Japan Japan 83 83 100.0% 3,617 68,432 68,432 100.0% 4.1%
Asia total 215 119 55 .3% 8,031 108,060 81,773 75 .7% 4 .9%
Total global markets 8,416 8,186 97 .3% 148,650 1,477,341 1,420,823 96 .2% 84 .7%
Regional markets (B )
HungaryEurope C.E.E. 338 338 100.0% 5,686 39,471 39,471 100.0% 2.3%
Czech RepublicEurope C.E.E. 234 234 100.0% 3,823 39,134 39,134 100.0% 2.3%
ItalyEurope Southern 107 107 100.0% 2,451 33,341 33,341 100.0% 2.0%
Central FloridaAmericas East 137 137 100.0% 1,999 28,786 28,786 100.0% 1.7%
SlovakiaEurope C.E.E. 95 95 100.0% 2,093 17,248 17,248 100.0% 1.0%
DenverAmericas Northwest 68 68 100.0% 1,231 9,376 9,376 100.0% 0.6%
Las VegasAmericas Southwest 75 75 100.0% 1,617 7,754 7,754 100.0% 0.5%
MemphisAmericas Central 165 165 100.0% 2,859 6,877 6,877 100.0% 0.4%
ColumbusAmericas Central 142 142 100.0% 2,306 4,571 4,571 100.0% 0.3%
PhoenixAmericas Southwest 42 42 100.0% 707 3,944 3,944 100.0% 0.2%
PortlandAmericas Northwest 23 23 100.0% 389 2,645 2,645 100.0% 0.2%
IndianapolisAmericas Central 39 39 100.0% 655 1,973 1,973 100.0% 0.1%
CincinnatiAmericas Central 15 15 100.0% 216 1,515 1,515 100.0% 0.1%
CharlotteAmericas East 20 20 100.0% 308 1,389 1,389 100.0% 0.1%
Total regional markets 1,500 1,500 100 .0% 26,340 198,024 198,024 100 .0% 11.8%
Total other markets (7 markets) Various 684 684 100 .0% 11,390 59,079 59,079 100 .0% 3 .5%
Total land portfolio - owned and managed 10,600 10,370 97 .8% 186,380 $ 1,734,444 $ 1,677,926 96.7% 100.0%
Original Cost Basis $ 2,781,029 $ 2,724,926
(A) Represents estimated finished square feet available for rent upon completion of an industrial building on existing parcels of land.
24 (B) Ordered by our share of current book value. Copyright © 2013 Prologis
Capital Deployment
Land Portfolio Summary and Roll Forward
(dollars in thousands) Supplemental 3Q 2013
Investment at
Land Portfolio Summary Acres % of Total September 30, 2013 % of Total
Americas
Consolidated 6,869 64.8% $ 936,191 54.0%
Brazil Fund and joint ventures 269 2.5% 60,463 3.5%
Total Americas 7,138 67.3% 996,654 57.5%
Europe
Consolidated 3,247 30.6% 629,730 36.3%
Asia
Consolidated 101 1.0% 77,134 4.4%
Prologis China Logistics Venture 1 114 1.1% 30,926 1.8%
Total Asia 215 2.1% 108,060 6.2%
Total land portfolio - owned and managed 10,600 100.0% $ 1,734,444 100.0%
Land Roll Forward - Owned and Managed Americas Europe Asia Total
As of June 30, 2013 $ 1,009,531 $ 676,877 $ 90,681 $ 1,777,089
Acquisitions 17,351 6,830 23,128 47,309
Dispositions (20,111) (4,151) (3,315) (27,577)
Development starts (35,461) (84,979) (4,267) (124,707)
Infrastructure costs 22,144 7,063 764 29,971
Effect of changes in foreign exchange rates and other 3,200 28,090 1,069 32,359
As of September 30, 2013 $ 996,654 $ 629,730 $ 108,060 $ 1,734,444
25 Copyright © 2013 Prologis
Co-Investment Ventures
Summary and Financial Highlights
Supplemental 3Q 2013
Co-Investment Ventures (A) Type Investment Type Geographic Focus Ownership Date Established Term / Structure
Americas:
Prologis Targeted U.S. Logistics Fund (B) Core Unconsolidated US 27.0% October 2004 Open end
Prologis North American Industrial Fund Core Unconsolidated US 23.1% March 2006 Open end
Prologis SGP Mexico (C) Core Unconsolidated Mexico 21.6% December 2004 Closed end
Prologis Mexico Industrial Fund Core Unconsolidated Mexico 20.0% August 2007 Closed end
Prologis Mexico Fondo Logistico (B) Core/Development Consolidated Mexico 20.0% July 2010 Closed end
Prologis Brazil Logistics Partners Fund I (B)(D) Development Unconsolidated Brazil 50.0% December 2010 Closed end
Europe:
Prologis Targeted Europe Logistics Fund (B) Core Unconsolidated Europe 49.2% June 2007 Open end
Prologis European Properties Fund II (B) Core Unconsolidated Europe 33.9% August 2007 Open end
Europe Logistics Venture 1 (B) Core Unconsolidated Europe 15.0% February 2011 Open end
Prologis European Logistics Partners (B) Core Unconsolidated Europe 50.0% March 2013 Open end
Asia:
Nippon Prologis REIT (B) Core Unconsolidated Japan 15.1% February 2013 Public, Tokyo Exchange
Prologis China Logistics Venture 1 (B) Core/Development Unconsolidated China 15.0% March 2011 Closed end
Information by Unconsolidated Co-investment Venture (E):
Prologis Share
Third Gross Book Value of Third Annualized Total Other Tangible Prologis Investment In
(in thousands) Square Feet Quarter NOI Operating Buildings Debt Quarter NOI Pro forma NOI Debt Assets (Liabilities) and Advances To
Prologis Targeted U.S. Logistics Fund 48,097 $ 57,060 $ 4,377,107 $ 1,738,387 $ 15,407 $ 61,628 $ 469,317 $ 22,663 $ 737,207
Prologis North American Industrial Fund 46,601 40,462 2,861,786 1,112,165 9,330 37,320 256,465 864 209,900
Prologis SGP Mexico 6,361 7,237 419,839 212,518 1,563 6,252 45,904 (14,289) 29,310
Prologis Mexico Industrial Fund 9,503 8,167 601,540 214,149 1,633 6,532 42,830 (5) 50,986
Brazil Fund and joint ventures 3,480 8,221 291,698 411 1,644 15,602 182,801
Americas 114,042 121,147 8,551,970 3,277,219 28,344 113,376 814,516 24,835 1,210,204
Prologis Targeted Europe Logistics Fund 12,539 23,720 1,612,007 456,899 11,675 46,700 224,886 10,411 464,308
Prologis European Properties Fund II 57,845 75,982 5,120,821 1,675,507 25,765 103,060 568,164 7,516 564,333
Europe Logistics Venture I 3,123 4,452 244,926 668 2,672 803 33,786
Prologis European Logistics Partners 51,287 65,787 3,808,242 583,288 32,893 131,572 291,644 9,418 1,429,855
Europe 124,794 169,941 10,785,996 2,715,694 71,001 284,004 1,084,694 28,148 2,492,282
Nippon Prologis REIT (F) 14,946 40,206 2,924,284 1,272,819 6,079 24,316 192,450 15,026 283,547
Prologis China Logistics Venture 1 3,787 3,778 231,877 169,000 567 2,268 25,350 7,660 40,540
Asia 18,733 43,984 3,156,161 1,441,819 6,646 26,584 217,800 22,686 324,087
Total 257,569 $ 335,072 $ 22,494,127 $ 7,434,732 $ 105,991 $ 423,964 $ 2,117,010 $ 75,669 $ 4,026,573
(A) The information presented excludes two ventures- Prologis AMS and Prologis DFS Fund I, due to the investment size of the ventures.
(B) These co-investment ventures are or may be actively investing in new properties through acquisition and/or development activities, whereas the remaining co-investment ventures do not expect to be actively investing in new properties.
(C) On October 2, 2013, we acquired our venture partners interest in this fund. As a result, we now own 100% of this ventures assets and liabilities. Throughout this document, our share represents our ownership percentage as of September 30, 2013.
(D) We have a 50% ownership interest in and consolidate an entity that in turn owns 50% of various entities that are accounted for on the equity method (Brazil Fund). The Brazil Fund develops industrial properties in Brazil and has sold properties to an entity in which it maintains an equity interest. We also have other Brazil joint ventures that we account for using the equity method. We show our ownership in these Brazil entities at our effective ownership and include the properties in our owned and managed pool.
(E) Values represent Prologis stepped up basis and may not be comparable to values reflected in the entities stand alone financial statements calculated on a different basis.
(F) Throughout this document, we use the most recent public information for this co-investment venture. If the co-investment venture acquires properties during the period that is reported, we estimate
26 the entire quarter of NOI based on the results of the properties while owned by Prologis.
Copyright © 2013 Prologis
Co-Investment Ventures
Operating and Balance Sheet Information
(dollars in thousands) Supplemental 3Q 2013
Americas Europe Asia Total
FFO and Net Earnings (Loss) of the Co-Investment Ventures, Aggregated (A)(B) For the Three Months Ended September 30, 2013
Rental income $ 173,161 $ 215,284 $ 56,816 $ 445,261
Rental expenses (46,561) (45,195) (12,180) (103,936)
Net operating income from properties 126,600 170,089 44,636 341,325
Other income (expense), net (633) (6,109) (5,831) (12,573)
Gains (losses) on dispositions of investments in real estate, net 3,295 3,295
General and administrative expenses (6,679) (16,079) (5,509) (28,267)
Interest expense (47,802) (28,741) (4,426) (80,969)
Current income tax expense (4,343) (7,512) (367) (12,222)
FFO of the unconsolidated co-investment ventures 70,438 111,648 28,503 210,589
Real estate related depreciation and amortization (65,397) (85,102) (13,581) (164,080)
Foreign currency exchange and unrealized derivative gains (losses), net (8) (1,852) 728 (1,132)
Gains (losses) on dispositions of investments in real estate, net 3,174 3,174
Deferred tax benefit (expense) and other income (expense), net 934 17,213 18,147
Net earnings (loss) of the unconsolidated co-investment ventures $ 9,141 $ 41,907 $ 15,650 $ 66,698
Prologis Share of FFO and Net Earnings (Loss) of the Unconsolidated Co-Investment Ventures (A) For the Three Months Ended September 30, 2013
Prologis share of the co-investment ventures FFO $ 15,685 $ 47,438 $ 5,434 $ 68,557
Interest income 44 56 100
FFO from unconsolidated co-investment ventures, net 15,729 47,438 5,490 68,657
Fees earned by Prologis 17,512 20,037 9,840 47,389
Total FFO recognized by Prologis, net $ 33,241 $ 67,475 $ $ 15,330 $ 116,046
Prologis share of the co-investment ventures net earnings $ 1,620 $ 20,005 $ 4,044 $ 25,669
Interest income 44 56 100
Earnings (loss) from unconsolidated co-investment ventures, net 1,664 20,005 4,100 25,769
Fees earned by Prologis 17,512 20,037 9,840 47,389
Total earnings recognized by Prologis, net $ 19,176 $ 40,042 $ 13,940 $ 73,158
Condensed Balance Sheet of the Unconsolidated Co-Investment Ventures, Aggregated (A)(B) As of September 30, 2013
Operating industrial properties, before depreciation $ 8,551,970 $10,785,996 $ 3,156,161 $22,494,127
Accumulated depreciation (897,048) (671,967) (39,756) (1,608,771)
Properties under development and land 194,820 36,620 120,887 352,327
Other assets 583,676 1,320,709 240,047 2,144,432
Total assets $ 8,433,418 $11,471,358 $ 3,477,339 $23,382,115
Third party debt 3,277,219 2,715,694 1,441,819 7,434,732
Other liabilities 343,457 1,694,003 90,644 2,128,104
Total liabilities $ 3,620,676 $ 4,409,697 $ 1,532,463 $ 9,562,836
Weighted average ow nership 23.5% 41.3% 15.1% 30.4%
(A) Includes the unconsolidated co-investment ventures listed on the previous page.
(B) Represents the entire entity, not our proportionate share.
27 Copyright © 2013 Prologis
Capitalization
Debt and Equity Summary
(dollars and shares in millions) Supplemental 3Q 2013
Prologis
Unsecured Secured Consolidated Total Unconsolidated Prologis Wtd . Avg .
Senior Exchangeable Credit Other Mortgage Entities Consolidated Entities Total Share of Prologis Interest
Maturity Debt Debt Facilities (A) Debt (A) Debt Total Debt Debt Debt Debt Total Debt Share (%) Rate (B)
2013 $ $ $ $ $48 $48 $30 $78 $91 $169 $110 65.1% 2.7%
2014 574 1 291 866 27 893 1,276 2,169 1,357 62.6% 4.1%
2015 175 460 1 164 800 25 825 860 1,685 1,112 66.0% 4.2%
2016 641 1 310 952 126 1,078 1,599 2,677 1,404 52.4% 5.1%
2017 700 659 229 1,588 4 1,592 672 2,264 1,749 77.3% 3.9%
2018 862 992 1 113 1,968 74 2,042 704 2,746 2,139 77.9% 3.5%
2019 693 1 294 988 2 990 473 1,463 1,103 75.4% 4.8%
2020 444 1 9 454 2 456 954 1,410 697 49.4% 5.4%
2021 137 137 2 139 445 584 259 44.3% 3.6%
2022 7 7 3 10 200 210 55 26.2% 4.9%
Thereafter 850 10 137 997 6 1,003 142 1,145 1,022 89.3% 4.6%
Subtotal 4,939 460 992 675 1,739 8,805 301 9,106 7,416 16,522 11,007 66.6%
Unamortized net premiums (discounts) 42 (63) 33 12 1 13 19 32 20 62.5%
Subtotal 4,981 397 992 675 1,772 8,817 302 9,119 7,435 16,554 $11,027 66.6% 4.3%
Third party share of debt (209) (209) (5,318) (5,527)
Prologis share of debt $4,981 $397 $992 $675 $1,772 $8,817 $93 $8,910 $2,117 $11,027
Prologis share of debt by local currency
Dollars $4,317 $397 $696 $29 $1,511 $6,950 $73 $7,023 $941 $7,964
Euro 561 154 646 15 1,376 19 1,395 684 2,079
GBP 285 285
Yen 103 142 246 491 491 192 683
Other 1 1 15 16
Prologis share of debt $4,981 $397 $992 $675 $1,772 $8,817 $93 $8,910 $2,117 $11,027
Weighted average GAAP interest rate (C) 5.1% 3.3% 1.2% 1.7% 5.2% 4.3% 4.8% 4.3% 3.9% 4.3%
Weighted average remaining maturity in years 5.0 1.5 4.8 3.7 4.2 4.5 3.8 4.5 3.8 4.3
Market Equity Liquidity
Security Shares Price Value
Common Stock 498.6 $37.62 $18,757 Aggregate lender commitments $2,504
Partnership Units 3.8 $37.62 143 Less:
Total 502.4 $18,900 Borrowings outstanding 992
Outstanding letters of credit 72
Current availability $1,440
Unrestricted cash 122
Total liquidity $1,562
(A) The maturity date for the global senior credit facility and senior term loan is reflected at maturity assuming we extend the term.
(B) Based on Prologis share of the total debt. Interest rate is based on the effective rate (which includes the amortization of related premiums and discounts) assuming the net premiums
(discounts) associated with the respective debt were included in the maturities by year.
(C) Interest rate is based on the effective rate and weighted based on borrowings outstanding.
28 Copyright © 2013 Prologis
Capitalization
Debt Covenants and Other Metrics
Supplemental 3Q 2013
(dollars in thousands) Supplemental 3Q 2013
Covenants as of September 30, 2013 (A)
Indenture (B) Global Line
Covenant Actual Covenant Actual
Leverage ratio <60% 33.0% <60% 35.0%
Fixed charge coverage ratio >1.5x 3.45x >1.5x 3.17x
Secured debt leverage ratio <40% 7.4% < 35% 7.9%
Unencumbered asset to unsecured debt ratio >150% 260.1% N/A N/A
Unencumbered debt service coverage ratio N/A N/A >150% 449.0%
Debt Metrics (A) (C) (D)
2013 2013
Third Quarter Second Quarter
Debt as % of gross real estate assets 37.9% 35.8%
Secured debt as % of gross real estate assets 12.5% 13.9%
Unencumbered gross real estate assets to unsecured debt 267.9% 284.4%
Fixed charge coverage ratio 2.58x 2.34x
Fixed charge coverage ratio, including development gains 3.09x 2.87x
Debt/Adjusted EBITDA 7.68x 7.35x
Debt/Adjusted EBITDA, including development gains 6.39x 5.99x
Debt/Adjusted EBITDA (adjusted for development) 6.38x 6.00x
Encumbrances as of September 30, 2013
Unencumbered Encumbered Total
Consolidated operating properties $ 13,523,865 $ 4,881,032 $ 18,404,897
Consolidated development portfolio and land 2,660,126 67,888 2,728,014
Consolidated other investments in real estate 451,574 209,044 660,618
Total consolidated 16,635,565 5,157,964 21,793,529
Unconsolidated operating properties - Prologis share 3,594,993 3,443,881 7,038,874
Unconsolidated development portfolio and land - Prologis share 127,908 4,921 132,829
Gross real estate assets $ 20,358,466 $ 8,606,766 $ 28,965,232
Secured and Unsecured Debt as of September 30, 2013
Unsecured Secured
Debt Mortgage Debt Total
Prologis debt $ 7,066,603 $ 1,738,915 $ 8,805,518
Consolidated entities debt - 300,032 300,032
Our share of unconsolidated entities debt 533,357 1,577,611 2,110,968
Total debt - at par 7,599,960 3,616,558 11,216,518
Less: third party share of consolidated debt - (208,913) (208,913)
Total Prologis share of debt - at par 7,599,960 3,407,645 11,007,605
Premium (discount) - consolidated (20,757) 34,524 13,767
Less: third party share of consolidated debt discount (premium) - (629) (629)
Our share of premium (discount) - unconsolidated - 6,042 6,042
Total Prologis share of debt, net of premium (discount) $ 7,579,203 $ 3,447,582 $ 11,026,785
(A) These calculations are made in accordance with the respective debt agreements, may be different than other covenants or metrics presented and are not calculated in accordance with the applicable SEC rules. Please refer to the respective agreements for full financial covenant descriptions and calculation methods.
(B) These covenants are calculated in accordance with the Indenture dated June 8, 2011 and its supplemental indentures, including the Fifth Supplemental Indenture dated August 15, 2013.
(C) All metrics include both consolidated and Prologis share of unconsolidated entities.
(D) See Notes and Definitions for calculation of amounts.
29
Copyright © 2013 Prologis
Capitalization
Assets Under Management
(dollars in millions) Supplemental 3Q 2013
$ 30,027 $ 46,947 $ 46,947 $ 19,000
50,000
Committed Equity/Investment $2,342
45,000 Asia
12.3%
40,000 Investors share of assets in JVs/funds
AUM Investment $14,578 Europe 35,000 25.7% Management $23,426 30,000 Prologis share of Debt assets in JVs/funds 25,000 $11,027 $6,506
20,000 Other
3%
Americas Yen
7% Euro
Direct owned Total 62.0%
15,000 17% and other Enterprise assets Value Equity Cap and $23,521 10,000 Preferred Shares $30,027 $19,000 U.S. Dollar 73%
5,000
0
Total Enterprise Value Assets Under Management Total AUM by Division Net Equity
30 Copyright © 2013 Prologis
Net Asset Value
Components
(in thousands, except for percentages and per square foot) Supplemental 3Q 2013
Real Estate Operations
Third Quarter Third Quarter Annualized
Adjusted Cash Adjusted Cash Adjusted Cash Percent
Square Feet Gross Book Value GBV per Sq. Ft. NOI (Actual) NOI (Pro Forma) NOI Occupied
CONSOLIDATED OPERATING PORTFOLIO
Properties generating net operating income
Americas 232,441 $ 15,104,749 $ 65 $ 229,927 $ 229,927 $ 919,708 96.2%
Europe 13,683 1,125,682 82 20,949 20,949 83,796 94.6%
Asia 10,906 1,476,517 135 16,514 16,514 66,056 89.3%
Pro forma adjustment for mid-quarter acquisitions/development completions 4,381 17,524
Sub-total 257,030 17,706,948 69 267,390 271,771 1,087,084 95.8%
Properties generating net operating loss
Americas 8,449 546,816 65 (3,204) 36.5%
Europe 1,107 70,622 64 (176) 21.0%
Sub-total 9,556 617,438 65 (3,380) 34.7%
Total consolidated portfolio 266,586 $ 18,324,386 $ 69 $ 264,010 $ 271,771 $ 1,087,084 93.6%
UNCONSOLIDATED OPERATING PORTFOLIO (Prologis Share)
Prologis interest in unconsolidated operating portfolio
Americas 27,296 $ 2,081,120 $ 76 $ 28,639 $ 28,639 $ 114,556 94.2%
Europe 51,534 4,451,583 86 73,288 73,288 293,152 93.5%
Asia 2,828 476,934 169 6,658 6,658 26,632 98.5%
Pro forma adjustment for mid-quarter acquisitions/development completions 5,980 23,920
Prologis share of unconsolidated operating portfolio 81,658 $ 7,009,637 $ 86 $ 108,585 $ 114,565 $ 458,260 93.9%
Total operating portfolio 348,244 $ 25,334,023 $ 73 $ 372,595 $ 386,336 $ 1,545,344 93.7%
Development
Investment Annualized Pro Percent
Square Feet Balance TEI TEI per Sq Ft. Forma NOI Occupied
CONSOLIDATED
Prestabilized
Americas 5,729 $ 322,185 $ 362,731 $ 63 $ 28,588 13.8%
Asia 556 67,073 73,736 133 5,299 0.0%
12 .5%
Properties under development
Americas 8,596 291,854 600,920 70 39,463
Europe 3,315 148,309 344,590 104 25,868
Asia 3,185 255,538 442,866 139 30,394
Total consolidated portfolio 21,381 $ 1,084,959 $ 1,824,843 $ 85 $ 129,612
UNCONSOLIDATED (Prologis Share)
Prologis interest in unconsolidated development portfolio
Americas 1,059 $ 67,179 $ 104,272 $ 98 11,522
Europe 303 17,285 28,985 96 1,913
Asia 625 13,494 34,393 55 2,841
Prologis share o f unconsolidated development portfolio 1,987 $ 97,958 $ 167,650 $ 84 $ 16,276
Total development portfolio 23,368 $ 1,182,917 $ 1,992,493 $ 85 $ 145,888
Prologis share of estimated value creation (see Capital DeploymentDevelopment Portfolio) 395,404
Total development portfolio, including estimated value creation $ 1,578,321
31 Copyright © 2013 Prologis
Net Asset Value
ComponentsContinued
(in thousands) Supplemental 3Q 2013
Balance Sheet and Other Items
As of September 30,
2013
CONSOLIDATED
Other assets
Cash and cash equivalents $ 121,693
Restricted cash 42,488
Deposits, prepaid assets and other tangible assets 578,403
Other real estate investments 466,997
Prologis share of value added operating properties 109,748
Accounts receivable 137,879
Notes receivable backed by real estate 189,663
Prologis receivable from unconsolidated co-investment ventures 149,907
Investments in and advances to other unconsolidated joint ventures 183,732
Assets held for sale, net of liabilities 2,564
Total other assets $ 1,983,074
Other liabilities
Accounts payable and other current liabilities 692,241
Deferred income taxes 167,596
Value added tax and other tax liabilities 31,116
Tenant security deposits 192,114
Other liabilities 322,243
Noncontrolling interests 510,429
Total liabilities and noncontrolling interests $ 1,915,739
UNCONSOLIDATED
Prologis share of net assets (liabilities) $ 75,669
Land
Investment Balance
Our share of original land basis $ 2,724,926
Current book value of land $ 1,643,055
Prologis share of book value of land in unconsolidated entities 34,871
Total $ 1,677,926
Investment Management / Development Management
Third Quarter Annualized
Investment management
Investment management income $ 48,322 $ 193,288
Investment management expenses (22,023) (88,092)
Investment management NOI $ 26,299 $ 105,196
Promote earned in last 12 months, net of expense $ 10,000
Development management income $ 2,551 $ 10,204
Debt and Preferred Stock
As of September 30,
2013
Prologis debtat par $ 8,805,518
Consolidated investee debtat par 300,032
Prologis share of unconsolidated debtat par 2,110,968
Subtotal debtat par 11,216,518
Preferred stock 100,000
Total debt and preferred stock $ 11,316,518
Outstanding shares of common stock 498,603
32 Copyright © 2013 Prologis
Notes and Definitions
Please refer to our annual and quarterly financial statements filed with the Securities and Exchange Commission on Forms 10-K and 10-Q and other public reports for further information about us and our business. Certain amounts from previous periods presented in the Supplemental Information have been reclassified to conform to the current presentation.
Our Real Estate Operations segment represents the direct, long-term ownership of industrial properties. Our investment strategy in this segment focuses primarily on the ownership and leasing of industrial properties in global and regional markets. Our intent is to hold and use these properties; however, depending on market and other conditions, we may contribute or sell these properties to co-investment ventures or sell to third parties. When we contribute to an unconsolidated co-investment venture or sell properties we have developed, we recognize FFO to the extent the proceeds received exceed our original investment (i.e. prior to depreciation) and present the results as Gain (Loss) on Acquisitions and Dispositions of Investments in Real Estate, Net. We have industrial properties that are currently under development and land available for development that are part of this segment as well. We may develop the land or sell to third parties, depending on market conditions, customer demand and other factors. The Investment Management segment represents the long-term management of unconsolidated co-investment ventures and other joint ventures.
During the first quarter of 2013 we formed two new co-investment ventures- Nippon Prologis REIT, Inc. (NPR) in Japan and Prologis European Logistics Partners (PELP) in Europe. Our ownership interest in these ventures is 15% and 50%, respectively, and is accounted for using the equity method of accounting. In connection with the formation of these ventures, we contributed 207 properties with an aggregate of 58.3 million square feet with a total value of approximately $5 billion. We used the proceeds primarily to repay debt. In connection with the wind down of Prologis Japan Fund I, in June 2013 we purchased 14 properties from the co-investment venture aggregating 1.8 million square feet with an estimated value of $202 million and the fund sold the remaining 6 properties aggregating 4.4 million square feet to NPR. Also in June, we contributed one development building to NPR for $222.1 million. As a result of the combined transactions, we recorded a net gain of $56.9 million.
Also, in the second quarter of 2013, we acquired our partners interest in Prologis Institutional Alliance Fund II (Fund II), one of our consolidated co-investment ventures. In connection with this transaction, we paid $243.0 million and issued 804,734 limited partnership units worth $31.3 million in one of our limited partnerships. These units are exchangeable into an equal number of shares of our common stock. We earned an incentive promote fee of approximately $18.0 million from Fund II based on the cumulative returns to the investors over the life of the venture. Of this amount, approximately $13.0 million represents the third party investors portion and is reflected as a component of non-controlling interests in our Consolidated Statements of Operations. We also recognized approximately $3.0 million of expense in Investment Management Expenses representing the estimated cash bonus to be paid out under the plan. As a result, the assets and liabilities associated with this venture are now wholly owned in our Consolidated Balance Sheets.
During the third quarter of 2013, we concluded the unconsolidated co-investment venture Prologis North American Industrial Fund III. The venture sold 73 properties aggregating 9.5 million square feet to a third party. We acquired the remaining 18 properties aggregating 8.1 million square feet with an estimated value of $529 million. We recorded a net gain of $43.7 million upon consolidation
Subsequent to quarter-end, on October 2, 2013, we acquired our partners interest in Prologis SGP Mexico, one of our co-investment ventures, and liquidated the venture.
Acquisition cost represents economic cost and not necessarily what is capitalized. It includes the initial purchase price; the effects of marking assumed debt to market; if applicable, all due diligence and lease intangibles; and estimated acquisition capital expenditures including leasing costs to achieve stabilization.
Adjusted EBITDA. We use Adjusted EBITDA to measure both our operating performance and liquidity. We calculate Adjusted EBITDA beginning with consolidated net earnings (loss) and removing the effect of interest, income taxes, depreciation and amortization, impairment charges, gains or losses from the acquisition or disposition of investments in real estate, gains or losses on early extinguishment of debt and derivative contracts (including cash charges), similar adjustments we make to our Adjusted FFO (see definition below), and other non-cash charges or gains (such as stock based compensation amortization and unrealized gains or losses on foreign currency and derivative activity), including our share of these items from unconsolidated entities.
We consider Adjusted EBITDA to provide investors relevant and useful information because it permits investors to view income from operations on an unleveraged basis before the effects of income tax, non-cash depreciation and amortization expense and other items (including stock-based compensation amortization and certain unrealized gains and losses), gains or losses from the acquisition or disposition of investments in real estate, items that affect comparability, and other significant non-cash items. We also included a pro forma adjustment in Adjusted EBITDA to reflect a full period of NOI on the operating properties we acquired or disposed of in a significant transaction assuming the transaction occurred at the beginning of the quarter, such as the dispositions to the new co-investment ventures PELP and NPR in the first quarter of 2013 and the acquisition of our share of the assets from Prologis California and the acquisition of Prologis North American Industrial Fund II in the first quarter of 2012. By excluding interest expense EBITDA allows investors to measure our operating performance independent of our capital structure and indebtedness and, therefore, allows for a more meaningful comparison of our operating performance to that of other companies, both in the real estate industry and in other industries. Gains and losses on the early extinguishment of debt generally include the costs of repurchasing debt securities. Although difficult to predict, these items may be recurring given the uncertainty of the current economic climate and its adverse effects on the real estate and financial markets. While not infrequent or unusual in nature, these items result from market fluctuations that can have inconsistent effects on our results of operations. The economics underlying these items reflect market and financing conditions in the short-term but can obscure our performance and the value of our long-term investment decisions and strategies.
We believe that Adjusted EBITDA helps investors to analyze our ability to meet interest payment obligations and to make quarterly preferred share dividends. We believe that investors should consider Adjusted EBITDA in conjunction with net earnings (the primary measure of our performance) and the other required Generally Accepted Accounting Principles (GAAP) measures of our performance and liquidity, to improve their understanding of our operating results and liquidity, and to make more meaningful comparisons of our performance against other companies. By using Adjusted EBITDA an investor is assessing the earnings generated by our operations, but not taking into account the eliminated expenses or gains incurred in connection with such operations. As a result, Adjusted EBITDA has limitations as an analytical tool and should be used in conjunction with our required GAAP presentations. Adjusted EBITDA does not reflect our historical cash expenditures or future cash requirements for working capital, capital expenditures distribution requirements or contractual commitments. Adjusted EBITDA, also does not reflect the cash required to make interest and principal payments on our outstanding debt.
While EBITDA is a relevant and widely used measure of operating performance, it does not represent net income or cash flow from operations as defined by GAAP and it should not be considered as an alternative to those indicators in evaluating operating performance or liquidity. Further, our computation of Adjusted EBITDA may not be comparable to EBITDA reported by other companies. We compensate for the limitations of Adjusted EBITDA by providing investors with financial statements prepared according to GAAP, along with this detailed discussion of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to consolidated net earnings (loss), a GAAP measurement.
33
Notes and Definitions
Assets Held For Sale and Discontinued Operations. As of September 30, 2013, we had land that met the criteria to be presented as held for sale. The amounts included in Assets Held for Sale include real estate investment balances and the related assets and liabilities for each property.
During the nine months ended September 30, 2013, we recorded a gain of $59.6 million on the disposition of 39 properties aggregating 4.8 million square feet to third parties. During all of 2012, we disposed of land, land subject to ground leases and 200 operating properties aggregating 27.2 million square feet to third parties.
The operations of the properties held for sale and properties that were disposed of to third parties during a period, including the aggregate net gains or losses recognized upon their disposition, are presented as discontinued operations in our Consolidated Statements of Operations for all periods presented. The income attributable to these properties was as follows (in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
2013 2012 2013 2012
Rental income $ 801 $ 23,910 $ 8,602 $ 88,245
Rental expenses (575) (7,364) (3,368) (26,840)
Depreciation and amortization (353) (8,148) (3,394) (30,862)
Interest expense (344) (87) (1,281)
Income (loss) attributable to disposed properties and
assets held for sale $ (127) $ 8,054 $ 1,753 $ 29,262
Assets Under Management (AUM) represents the estimated value of the real estate we own or manage through our consolidated entities and unconsolidated entities. We calculate AUM by adding the noncontrolling interests share of the estimated fair value of the real estate investment to our share of total market capitalization.
Supplemental 3Q 2013
Calculation of Per Share Amounts is as follows (in thousands, except per share amounts):
Three Months Ended Nine Months Ended
September 30, September 30,
2013 2012 2013 2012
Net earnings (loss)
Net earnings (loss) $ (7,534) $ (46,526) $ 256,365 $ 147,767
Noncontrolling interest attributable to exchangeable partnership units (47) (152) 1,446 935
Adjusted net earningsDiluted $ (7,581) $ (46,678) $ 257,811 $ 148,702
Weighted average common shares outstandingBasic 497,989 460,079 482,007 459,720
Incremental weighted average effect on exchange of limited partnership
units 1,859 1,900 3,099 3,260
Incremental weighted average effect of stock awards 3,303 1,958
Weighted average common shares outstandingDiluted 499,848 461,979 488,409 464,938
Net earnings per shareBasic $ (0.02) $ (0.10) $ 0.53 $ 0.32
Net earnings per shareDiluted $ (0.02) $ (0.10) $ 0.53 $ 0.32
FFO, as defined by Prologis
FFO, as defined by Prologis $ 82,536 $ 205,891 $ 642,574 $ 640,634
Noncontrolling interest attributable to exchangeable limited partnership
units (47) (134) 1,598 935
Interest expense on exchangeable debt assumed exchanged 4,229 12,705 12,661
FFO, as defined by PrologisDiluted $ 82,489 $ 209,986 $ 656,877 $ 654,230
Weighted average common shares outstandingBasic 497,989 460,079 482,007 459,720
Incremental weighted average effect on exchange of limited partnership
units 3,610 3,185 3,299 3,260
Incremental weighted average effect of stock awards 3,285 1,882 3,303 1,958
Incremental weighted average effect on exchange of certain
exchangeable debt 11,879 11,879 11,879
Weighted average common shares outstandingDiluted 504,884 477,025 500,488 476,817
FFO, as defined by Prologis per shareDiluted $ 0.16 $ 0.44 $ 1.31 $ 1.37
Core FFO
Core FFO $ 206,895 $ 231,962 $ 598,169 $ 618,047
Noncontrolling interest attributable to exchangeable limited partnership
units (134) 1,598 935
Interest expense on exchange debt assumed converted 4,235 4,229 12,705 12,661
Core FFODiluted $ 211,130 $ 236,057 $ 612,472 $ 631,643
Weighted average common shares outstandingBasic 497,989 460,079 482,007 459,720
Incremental weighted average effect on exchange of limited partnership
units 3,809 3,185 3,299 3,260
Incremental weighted average effect of stock awards 3,285 1,882 3,303 1,958
Incremental weighted average effect on exchange of certain
exchangeable debt 11,879 11,879 11,879 11,879
Weighted average common shares outstandingDiluted 516,962 477,025 500,488 476,817
Core FFO per shareDiluted $ 0.41 $ 0.49 $ 1.22 $ 1.32
Committed Equity/Investment is our estimate of the gross real estate, which could be acquired through the use of the equity commitments from our property fund or co-investment venture partners, plus our funding obligations and estimated debt capitalization.
34 Copyright © 2013 Prologis
Notes and Definitions
Supplemental 3Q 2013
Debt Metrics. See below for the detailed calculations for the three months ended for the respective period (dollars in thousands):
Three Months Ended
Sept. 30 June 30
2013 2013
Debt as a % of gross real estate assets:
Total debt - at par $ 11,216,518 $ 10,446,519
Less: cash and cash equivalents (121,693) (385,424)
Less: unconsolidated entities cash - Prologis share (128,959) (165,550)
Total debt, net of adjustments $ 10,965,866 $ 9,895,545
Gross real estate assets $ 28,965,232 $ 27,627,323
Debt as a % of gross real estate assets 37.9% 35.8%
Secured debt as a % of gross real estate assets:
Secured debt - at par $ 3,616,558 $ 3,839,767
Gross real estate assets $ 28,965,232 $ 27,627,323
Secured debt as a % of gross real estate assets 12.5% 13.9%
Unencumbered gross real estate assets to unsecured debt:
Unencumbered gross real estate assets $ 20,358,466 $ 18,790,887
Unsecured debt - at par $ 7,599,960 $ 6,606,752
Unencumbered gross real estate assets to unsecured debt 267.9% 284.4%
Fixed Charge Coverage ratio:
Adjusted EBITDA $ 354,641 $ 334,004
NOI from disposed properties 226 208
Adjusted EBITDA, including NOI from disposed properties $ 354,867 $ 334,212
Adjusted EBITDA, including NOI from disposed properties, annualized (a) $ 1,429,468 $ 1,346,848
Add: Prologis share of gains on dispositions of development properties for
the twelve months ended 287,034 306,694
Adjusted EBITDA, including NOI from disposed properties and gains on
dispositions, annualized $ 1,716,502 $ 1,653,542
Interest expense $ 84,885 $ 92,508
Amortization and write-off of deferred loan costs (2,887) (4,291)
Amortization of debt premium (discount), net 9,123 10,676
Capitalized interest 19,127 17,234
Preferred stock dividends 2,135 3,816
Our share of fixed charges from unconsolidated entities 26,334 24,148
Total fixed charges $ 138,717 $ 144,091
Total fixed charges, annualized $ 554,868 $ 576,364
Fixed charge coverage ratio 2.58x 2.34x
Fixed charge coverage ratio, including development gains 3.09x 2.87x
Debt to Adjusted EBITDA:
Total debt, net of adjustments $ 10,965,866 $ 9,895,545
Adjusted EBITDA-annualized (a) $ 1,428,564 $ 1,346,016
Add: Prologis share of gains on dispositions of development properties for
the twelve months ended 287,034 306,694
Adjusted EBITDA-annualized, including gains on dispositions $ 1,715,598 $ 1,652,710
Debt to Adjusted EBITDA ratio 7.68x 7.35x
Debt to Adjusted EBITDA ratio, including development gains 6.39x 5.99x
Debt to Adjusted EBITDA (adjusted for development):
Total debt, net of adjustments $ 10,965,866 $ 9,895,545
Add: costs to complete - Prologis share 760,239 686,976
Less: current book value of land - Prologis share (1,677,926) (1,739,707)
$ 10,048,179 $ 8,842,814
Adjusted EBITDA-annualized (a) $ 1,428,564 $ 1,346,016
Add: annualized proforma NOI - Prologis share 145,888 128,857
$ 1,574,452 $ 1,474,873
Debt to Adjusted EBITDA (adjusted for development) ratio 6.38x 6.00x
(a) Includes net promote revenue of $10.0 million for both periods presented as recognized in the second quarter (not annualized).
Estimated Development Margin is calculated on developed properties as the contribution value or sales price minus estimated total investment, before closing costs, the impact of any deferred rents, taxes or third party promotes net of deferred amounts on contributions, divided by the estimated total investment.
FFO, as defined by Prologis; Core FFO; Core AFFO (collectively referred to as FFO). FFO is a non-GAAP measure that is commonly used in the real estate industry. The most directly comparable GAAP measure to FFO is net earnings. Although the National Association of Real
Estate Investment Trusts (NAREIT) has published a definition of FFO, modifications to the
NAREIT calculation of FFO are common among REITs, as companies seek to provide financial measures that meaningfully reflect their business.
FFO is not meant to represent a comprehensive system of financial reporting and does not present, nor do we intend it to present, a complete picture of our financial condition and operating performance. We believe net earnings computed under GAAP remains the primary measure of performance and that FFO is only meaningful when it is used in conjunction with net earnings computed under GAAP. Further, we believe our consolidated financial statements, prepared in accordance with GAAP, provide the most meaningful picture of our financial condition and our operating performance.
NAREITs FFO measure adjusts net earnings computed under GAAP to exclude historical cost depreciation and gains and losses from the sales, along with impairment charges, of previously depreciated properties. We agree that these NAREIT adjustments are useful to investors for the following reasons: (i) historical cost accounting for real estate assets in accordance with GAAP assumes, through depreciation charges, that the value of real estate assets diminishes predictably over time.
NAREIT stated in its White Paper on FFO since real estate asset values have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves. Consequently, NAREITs definition of FFO reflects the fact that real estate, as an asset class, generally appreciates over time and depreciation charges required by GAAP do not reflect the underlying economic realities.
(ii) REITs were created as a legal form of organization in order to encourage public ownership of real estate as an asset class through investment in firms that were in the business of long-term ownership and management of real estate. The exclusion, in NAREITs definition of FFO, of gains and losses from the sales, along with impairment charges, of previously depreciated operating real estate assets allows investors and analysts to readily identify the operating results of the long-term assets that form the core of a REITs activity and assists in comparing those operating results between periods. We include the gains and losses from dispositions and impairment charges of land and development properties, as well as our proportionate share of the gains and losses from dispositions and impairment charges on development properties recognized by our unconsolidated entities, in our definition of FFO.
Copyright © 2013 Prologis
35
Notes and Definitions
Our FFO Measures
At the same time that NAREIT created and defined its FFO measure for the REIT industry, it also recognized that management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community. We believe stockholders, potential investors and financial analysts who review our operating results are best served by a defined FFO measure that includes other adjustments to net earnings computed under GAAP in addition to those included in the NAREIT defined measure of FFO. Our FFO measures are used by management in analyzing our business and the performance of our properties and we believe that it is important that stockholders, potential investors and financial analysts understand the measures management uses.
We use these FFO measures, including by segment and region, to: (i) evaluate our performance and the performance of our properties in comparison to expected results and results of previous periods, relative to resource allocation decisions; (ii) evaluate the performance of our management; (iii) budget and forecast future results to assist in the allocation of resources; (iv) assess our performance as compared to similar real estate companies and the industry in general; and (v) evaluate how a specific potential investment will impact our future results. Because we make decisions with regard to our performance with a long-term outlook, we believe it is appropriate to remove the effects of short-term items that we do not expect to affect the underlying long-term performance of the properties. The long-term performance of our properties is principally driven by rental income. While not infrequent or unusual, these additional items we exclude in calculating FFO, as defined by Prologis, are subject to significant fluctuations from period to period that cause both positive and negative short-term effects on our results of operations in inconsistent and unpredictable directions that are not relevant to our long-term outlook.
We use our FFO measures as supplemental financial measures of operating performance. We do not use our FFO measures as, nor should they be considered to be, alternatives to net earnings computed under GAAP, as indicators of our operating performance, as alternatives to cash from operating activities computed under GAAP or as indicators of our ability to fund our cash needs.
FFO, as defined by Prologis
To arrive at FFO, as defined by Prologis, we adjust the NAREIT defined FFO measure to exclude:
(i) deferred income tax benefits and deferred income tax expenses recognized by our subsidiaries;
(ii) current income tax expense related to acquired tax liabilities that were recorded as deferred tax liabilities in an acquisition, to the extent the expense is offset with a deferred income tax benefit in GAAP earnings that is excluded from our defined FFO measure;
(iii) foreign currency exchange gains and losses resulting from debt transactions between us and our foreign consolidated subsidiaries and our foreign unconsolidated entities;
(iv) foreign currency exchange gains and losses from the remeasurement (based on current foreign currency exchange rates) of certain third party debt of our foreign consolidated subsidiaries and our foreign unconsolidated entities; and
(v) mark-to-market adjustments associated with derivative financial instruments.
We calculate FFO, as defined by Prologis for our unconsolidated entities on the same basis as we calculate our FFO, as defined by Prologis.
We believe investors are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in planning and executing our business strategy.
Core FFO
In addition to FFO, as defined by Prologis, we also use Core FFO. To arrive at Core FFO, we adjust FFO, as defined by Prologis, to exclude the following recurring and non-recurring items that
Supplemental 3Q 2013
we recognized directly or our share recognized by our unconsolidated entities to the extent they are included in FFO, as defined by Prologis:
(i) gains or losses from acquisition, contribution or sale of land or development properties;
(ii) income tax expense related to the sale of investments in real estate and third-party acquisition costs related to the acquisition of real estate;
(iii) impairment charges recognized related to our investments in real estate (either directly or through our investments in unconsolidated entities) generally as a result of our change in intent to contribute or sell these properties;
(iv) impairment charges of goodwill and other assets;
(v) gains or losses from the early extinguishment of debt;
(vi) merger, acquisition and other integration expenses; and
(vii) expenses related to natural disasters.
We believe it is appropriate to further adjust our FFO, as defined by Prologis for certain recurring items as they were driven by transactional activity and factors relating to the financial and real estate markets, rather than factors specific to the on-going operating performance of our properties or investments. The impairment charges we recognized were primarily based on valuations of real estate, which had declined due to market conditions, that we no longer expected to hold for long-term investment. We currently have and have had over the past several years a stated priority to strengthen our financial position. We expect to accomplish this by reducing our debt, our investment in certain low yielding assets, such as land that we decide not to develop and our exposure to foreign currency exchange fluctuations. As a result, we have sold to third parties or contributed to unconsolidated entities real estate properties that, depending on market conditions, might result in a gain or loss. The impairment charges related to goodwill and other assets that we have recognized were similarly caused by the decline in the real estate markets. Also in connection with our stated priority to reduce debt and extend debt maturities, we have purchased portions of our debt securities. As a result, we recognized net gains or losses on the early extinguishment of certain debt due to the financial market conditions at that time.
We have also adjusted for some non-recurring items. The merger, acquisition and other integration expenses include costs we incurred in 2012 associated with the Merger with AMB Property Corporation and ProLogis and the acquisition of our co-investment venture Prologis European Properties and the integration of our systems and processes.
We analyze our operating performance primarily by the rental income of our real estate and the revenue driven by our investment management business, net of operating, administrative and financing expenses. This income stream is not directly impacted by fluctuations in the market value of our investments in real estate or debt securities. As a result, although these items have had a material impact on our operations and are reflected in our financial statements, the removal of the effects of these items allows us to better understand the core operating performance of our properties over the long-term.
We use Core FFO, including by segment and region, to: (i) evaluate our performance and the performance of our properties in comparison to expected results and results of previous periods, relative to resource allocation decisions; (ii) evaluate the performance of our management; (iii) budget and forecast future results to assist in the allocation of resources; (iv) provide guidance to the financial markets to understand our expected operating performance; (v) assess our operating performance as compared to similar real estate companies and the industry in general; and (vi) evaluate how a specific potential investment will impact our future results. Because we make decisions with regard to our performance with a long-term outlook, we believe it is appropriate to remove the effects of items that we do not expect to affect the underlying long-term performance of the properties we own. As noted above, we believe the long-term performance of our properties is principally driven by rental income. We believe investors are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in planning and executing our business strategy.
36 Copyright © 2013 Prologis
Notes and Definitions
Core AFFO
To arrive at Core AFFO, we adjust Core FFO to further exclude; (i) straight-line rents; (ii) amortization of above- and below-market lease intangibles; (iii) recurring capital expenditures; (iv) amortization of management contracts; (v) amortization of debt premiums and discounts, net of amounts capitalized, and; (vi) stock compensation expense.
We believe Core AFFO provides a meaningful indicator of our ability to fund cash needs, including cash distributions to our stockholders.
Limitations on Use of our FFO Measures
While we believe our defined FFO measures are important supplemental measures, neither NAREITs nor our measures of FFO should be used alone because they exclude significant economic components of net earnings computed under GAAP and are, therefore, limited as an analytical tool. Accordingly, these are only a few of the many measures we use when analyzing our business. Some of these limitations are:
The current income tax expenses that are excluded from our defined FFO measures represent the taxes that are payable.
Depreciation and amortization of real estate assets are economic costs that are excluded from FFO. FFO is limited, as it does not reflect the cash requirements that may be necessary for future replacements of the real estate assets. Further, the amortization of capital expenditures and leasing costs necessary to maintain the operating performance of industrial properties are not reflected in FFO.
Gains or losses from property acquisitions and dispositions or impairment charges related to expected dispositions represent changes in the value of the properties. By excluding these gains and losses, FFO does not capture realized changes in the value of acquired or disposed properties arising from changes in market conditions.
The deferred income tax benefits and expenses that are excluded from our defined FFO measures result from the creation of a deferred income tax asset or liability that may have to be settled at some future point. Our defined FFO measures do not currently reflect any income or expense that may result from such settlement.
The foreign currency exchange gains and losses that are excluded from our defined FFO measures are generally recognized based on movements in foreign currency exchange rates through a specific point in time. The ultimate settlement of our foreign currency-denominated net assets is indefinite as to timing and amount. Our FFO measures are limited in that they do not reflect the current period changes in these net assets that result from periodic foreign currency exchange rate movements.
The impairment charges of goodwill and other assets that we exclude from Core FFO, have been or may be realized as a loss in the future upon the ultimate disposition of the related investments or other assets through the form of lower cash proceeds.
The gains and losses on extinguishment of debt that we exclude from our Core FFO, may provide a benefit or cost to us as we may be settling our debt at less or more than our future obligation.
The Merger, acquisition and other integration expenses and the natural disaster expenses that we exclude from Core FFO are costs that we have incurred.
We compensate for these limitations by using our FFO measures only in conjunction with net earnings computed under GAAP when making our decisions. This information should be read with our complete consolidated financial statements prepared under GAAP. To assist investors in compensating for these limitations, we reconcile our defined FFO measures to our net earnings computed under GAAP.
Fixed Charge Coverage is defined as Adjusted EBITDA divided by total fixed charges. Fixed charges consist of net interest expense adjusted for amortization of finance costs and debt discount (premium), capitalized interest, and preferred stock dividends. Prologis uses fixed charge
Supplemental 3Q 2013
coverage to measure its liquidity. Prologis believes that the fixed charge coverage is relevant and useful to investors because it allows fixed income investors to measure Prologis ability to meet its interest payments on outstanding debt, make distributions to its preferred unitholders and pay dividends to its preferred stockholders. Prologis computation of fixed charge coverage is not calculated in accordance with applicable SEC rules and may not be comparable to fixed charge coverage reported by other companies.
General and Administrative Expenses (G&A) were as follows (in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
2013 2012 2013 2012
Gross overhead $ 105,893 $ 95,486 $ 322,360 $ 287,967
Less: rental expense (7,982) (9,430) (24,679) (26,438)
Less: investment management expenses (22,023) (15,730) (66,938) (47,686)
Capitalized amounts (20,854) (14,440) (64,603) (46,383)
G&A $ 55,034 $ 55,886 $ 166,140 $ 167,460
We capitalize certain costs directly related to our development and leasing activities. Capitalized G&A expenses include salaries and related costs as well as other G&A costs. The capitalized costs were as follows (in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
2013 2012 2013 2012
Development activities $ 16,602 $ 8,984 $ 49,454 $ 28,390
Leasing activities 4,104 5,449 14,179 17,829
Costs related to internally developed software 148 7 970 164
Total capitalized G&A $ 20,854 $ 14,440 $ 64,603 $ 46,383
G&A as a percent of Assets Under Management (in thousands):
Annualized gross overhead $ 429,813
Less: annualized rental expenses (32,905)
Less: annualized capitalized amounts (86,137)
Adjusted G&A $ 310,771
Operating properties $ 40,899,024
Development portfolioTEI 2,324,434
Land portfolio 1,734,444
Other real estate investments 466,997
Assets held for sale 3,958
Total Assets Under Management $ 45,428,857
G&A as % of Assets Under Management 0.68%
Copyright © 2013 Prologis
Notes and Definitions
G&A as a percent of Assets Under Management Prologis Share (in thousands):
Annualized G&A $ 221,520
Less: annualized investment management income (167,420)
Add: annualized investment management expenses 85,251
Adjusted G&A $ 139,351
Operating propertiesPrologis share $ 25,443,771
Development portfolioPrologis share of TEI 1,992,493
Land portfolioPrologis share 1,677,926
Other real estate investments 466,997
Assets held for sale 3,958
Total Assets Under ManagementPrologis share $ 29,585,145
G&A as % of Assets Under ManagementPrologis share 0.47%
Global Markets comprise the largest, most liquid markets benefiting from demand tied to global trade. These markets are defined by large population centers with high consumption per capita and typically feature major seaports, airports, and other transportation infrastructure tied to global trade. While initial returns might be lower, global markets tend to outperform overall markets in terms of growth and total return.
Interest Expense consisted of the following (in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
2013 2012 2013 2012
Gross interest expense $ 110,248 $ 142,328 $ 362,536 $ 436,805
Amortization of discount (premium), net (9,123) (9,925) (30,514) (26,415)
Amortization of deferred loan costs 2,887 3,902 10,466 13,033
Interest expense before capitalization 104,012 136,305 342,488 423,423
Capitalized amounts (19,127) (13,488) (50,105) (40,054)
Net interest expense $ 84,885 $ 122,817 $ 292,383 $ 383,369
Investment Management NOI represents investment management income less investment management expenses.
Market Equity is defined as the total number of outstanding shares of our common stock and common limited partnership units multiplied by the closing price per share of our common stock at period end.
Net Asset Value (NAV). We consider NAV to be a useful supplemental measure of our operating performance because it enables both management and investors to estimate the fair value of our business. The assessment of the fair value of a particular segment of our business is subjective in that it involves estimates and can be calculated using various methods. Therefore, in this supplemental report, we have presented the financial results and investments related to our business segments that we believe are important in calculating our NAV but have not presented any specific methodology nor provided any guidance on the assumptions or estimates that should be used in the calculation.
The components of NAV do not consider the potential changes in rental and fee income streams or the franchise value associated with our global operating platform, investment management platform, or development platform.
Supplemental 3Q 2013
Net Operating Income (NOI) represents rental income less rental expenses.
Operating Portfolio includes stabilized operating industrial properties we own or that we manage and are owned by an unconsolidated investee accounted for by the equity method of accounting.
Operating Segments Real Estate Operations represents the direct long-term ownership of industrial properties, including land and the development of properties.
Operating Segments Investment Management represents the management of unconsolidated co-investment ventures and other unconsolidated joint ventures and the properties they own.
Pre-stabilized Development represents properties that are complete but have not yet reached
Stabilization.
Pro forma Adjusted Cash NOI for the properties in our operating portfolio reflects the NOI for a full quarter of operating properties that were acquired, contributed or stabilized during the quarter. Pro forma NOI for the properties in our development portfolio is based on current total expected
investment and an estimated stabilized yield.
A reconciliation of our rental income and rental expenses, computed under GAAP, to adjusted net operating income (NOI) for the operating portfolio for purposes of the Net Asset Value calculation is
as follows:
Calculation of Adjusted Cash NOI (in thousands):
Rental income $ 379,312
Rental expenses (108,912)
NOI 270,400
Net termination fees and adjustments (a) 376
Less: Actual NOI for development portfolio and other (17,204)
Less: NOI on contributed properties (b) (128)
Adjusted NOI for operating portfolio owned at September 30, 2013 253,444
Straight-lined rents (c) (8,738)
Free rent (c) 11,024
Amortization of lease intangibles (c) 8,280
Third quarter Adjusted Cash NOI $ 264,010
(a) Net termination fees generally represent the gross fee negotiated at the time a customer is allowed to terminate its lease agreement offset by that customers rent leveling asset or liability, if any, that has been previously recognized under GAAP. Removing the net termination fees from rental income allows for the calculation of pro forma NOI to include only rental income that is indicative of the propertys recurring operating performance.
(b) The actual NOI for properties that were contributed and not part of discontinued operations during the three- month period is removed.
(c) Straight-lined rents, adjusted for free rent amounts, and amortization of above and below market leases are removed from rental income computed under GAAP for the operating portfolio to allow for the calculation of a cash yield.
Regional Markets, similar to global markets, also benefit from large-population centers and demand. They are located at key crossroads in the supply chain and/or near economic centers for leading national or global industries. Our assets reflect the highest quality class-A product in that market and are often less supply- constrained and focus on delivering bulk goods to customers.
Rent Change on Rollover represents the change on operating portfolio properties in effective rental rates (average rate over the lease term) on new and renewed leases signed during the period as compared with the previous effective rental rates in that same space.
Copyright © 2013 Prologis
Notes and Definitions
Rental Income includes the following (in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
2013 2012 2013 2012
Rental income $ 295,208 $ 370,501 $ 931,564 $ 1,080,603
Amortization of lease intangibles (8,420) (9,854) (26,479) (29,180)
Rental expense recoveries 82,268 94,240 258,334 276,107
Straight-lined rents 10,256 11,844 36,884 45,177
$ 379,312 $ 466,731 $ 1,200,303 $ 1,372,707
Same Store. We evaluate the operating performance of the industrial operating properties we own and manage using a same store analysis because the population of properties in this analysis is consistent from period to period, thereby eliminating the effects of changes in the composition of the portfolio on performance measures. We include all consolidated properties, and properties owned by unconsolidated co-investment ventures that are managed by us and in which we have an equity interest (referred to as unconsolidated entities), in our same store analysis. We have defined the same store portfolio, for the quarter ended September 30, 2013, as those operating properties in operation at January 1, 2012 that were in operation throughout the full periods in both 2012 and 2013 either by Prologis or their unconsolidated entities. We have removed all properties that were disposed of to a third party from the population for both periods. We believe the factors that impact rental income, rental expenses and net operating income in the same store portfolio are generally the same as for the total operating portfolio. In order to derive an appropriate measure of period-to-period operating performance, we remove the effects of foreign currency exchange rate movements by using the current exchange rate to translate from local currency into U.S. dollars, for both periods, to derive the same store results.
Same Store Average Occupancy represents the average occupied percentage for the period.
Same Store Rental Expense represents gross property operating expenses. In computing the percentage change in rental expenses for the same store analysis, rental expenses include property management expenses for our direct owned properties based on the property management fee that has been computed as provided in the individual agreements under which our wholly owned management companies provide property management services to each property (generally, the fee is based on a percentage of revenues).
Same Store Rental Income includes the amount of rental expenses that are recovered from customers under the terms of their respective lease agreements. In computing the percentage change in rental income for the same store analysis, rental income (as computed under GAAP) is adjusted to remove the net termination fees recognized for each period. Removing the net termination fees for the same store calculation allows us to evaluate the growth or decline in each propertys rental income without regard to items that are not indicative of the propertys recurring operating performance.
Stabilization is defined when a property that was developed has been completed for one year or is 90% occupied. Upon stabilization, a property is moved into our operating portfolio.
Tenant Retention is the square footage of all leases rented by existing tenants divided by the square footage of all expiring and rented leases during the reporting period, excluding the square footage of tenants that default or buy-out prior to expiration of their lease, short-term tenants and the square footage of month-to-month leases.
Total Estimated Investment (TEI) represents total estimated cost of development or expansion, including land, development and leasing costs. TEI is based on current projections and is subject to change. Non-U.S. dollar investments are translated to U.S. dollars using the exchange rate at
Supplemental 3Q 2013
period end or the date of development start for purposes of calculating development starts in any period.
Total Market Capitalization is defined as market equity plus our share of total debt and preferred stock.
Turnover Costs represent the costs incurred in connection with the signing of a lease, including leasing commissions and tenant improvements. Tenant improvements include costs to prepare a space for a new tenant and for a lease renewal with the same tenant. It excludes costs to prepare a space that is being leased for the first time (i.e. in a new development property).
Value-Added Acquisitions (VAA) are properties which Prologis acquires as part of managements current belief that the discount in pricing attributed to the operating challenges of the property could provide greater returns, once stabilized, than the returns of stabilized properties, which are not value added acquisitions. Value Added Acquisitions must have one or more of the following characteristics: (i) existing vacancy in excess of 20%; (ii) short -term lease roll-over, typically during the first two years of ownership; (iii) significant capital improvement requirements in excess of 10% of the purchase price and must be invested within the first two years of ownership.
Value-Added Conversions (VAC) represent the repurposing of industrial properties to a higher and better use, including office, residential, retail, research and development, data center, self storage or manufacturing with the intent to ultimately sell the property once repositioned. Activities required to prepare the property for conversion to a higher and better use may include such activities as re-zoning, re-designing, re-constructing, and re-tenanting. The economic gain on sales of value added conversions represents the amount by which the sales proceeds exceed our original cost in dollars and percentages.
Value Creation represents the value that will be created through our development and leasing activities at Stabilization. We calculate value by estimating the NOI that the property will generate at Stabilization and applying an estimated stabilized cap rate applicable to that property. The value creation is calculated as the amount by which the estimated value exceeds our total expected investment and does not include any fees or promotes we may earn.
Weighted Average Estimated Stabilized Yield is calculated as NOI adjusted to reflect stabilized occupancy divided by Acquisition Cost or TEI, as applicable.
39 Copyright © 2013 Prologis