LOGO

 

FOURTH QUARTER 2014

 

Earnings Release and Supplemental Information

 

UNAUDITED


LOGO

 

Table of Contents

Supplemental 4Q 2014

Overview

Press Release 1

Highlights

Company Profile 4

Company Performance 5

Operating Performance 7

Guidance 8

Financial Information

Consolidated Balance Sheets 9

Pro-rata Balance Sheet Information 10

Consolidated Statements of Operations 11

Reconciliation of Net Earnings (Loss) to FFO 12

Pro-rata Operating Information and Reconciliation to FFO 13

EBITDA Reconciliation 14

Strategic Capital

Summary and Financial Highlights 15

Operating and Balance Sheet Information 16

Operations Overview

Operating Metrics 17

Operating Portfolio 19

Customer Information 22

Capital Deployment

Overview 23

Value Creation from Development Stabilization 24

Development Starts 25

Development Portfolio 26

Third Party Building Acquisitions and Equity Invested in

Co-Investment Ventures 27

Dispositions and Contributions 28

Land Portfolio 29

Capitalization

Overview 31

Debt Summary 32

Debt Covenants and Other Metrics 33

Net Asset Value

Components 34

Notes and Definitions (A) 36

Prologis Park Munich-Neufahrn, Munich, Germany

Cover: Prologis Redlands Distribution Center, Redlands, California, USA

(A) Terms used throughout document are defined in the Notes and Definitions

Copyright © 2015 Prologis

1

 


Copyright ©
2015 Prologis
Prologis Announces Fourth Quarter and Full Year 2014 Earnings Results
1
Core Funds From Operations Per Share Increased 14 Percent Year-Over-Year
Global Occupancy Increased to 96.1 Percent at Year-End
Increased GAAP Same Store Net Operating Income 3.7 Percent for the Full Year 2014
Annual Value Creation of $301.6 Million
OPERATIONS OUTPERFORM EXPECTATIONS
CAPITAL DEPLOYMENT BENEFITS FROM GLOBAL REACH
In 2014, Prologis invested $4.3 billion ($3.1 billion Prologis’ share) as the
company deployed capital at attractive yields of 6.8 percent (Prologis’
share). 
“The global nature of our platform allows us to deploy capital where we see
the highest risk-adjusted returns,” adds Moghadam. “In the U.S., where
market conditions are very strong and values are high, we were a net seller
of non-strategic holdings. In Europe, the focus has been on net deployment
where we acquired quality assets in target markets at a discount to
replacement costs.”
Value Creation and Development Starts
In 2014, Prologis generated an estimated $301.6 million ($272.6 million
Prologis’ share) of value creation from development stabilizations and
through its value-added conversion program. 
Development Stabilizations
In the fourth quarter, the company generated $55.4 million ($46.1 million
Prologis’ share) of estimated value creation from $247.4 million ($201.7
million Prologis’ share) of development stabilizations at an estimated
development margin of 22.4 percent. For the full year 2014, the company
stabilized $1.1 billion ($955.2 million Prologis’ share) of development
projects with an estimated development margin of 23.0 percent, generating
$254.5 million ($235.8 million Prologis’ share) of estimated value creation. 
Development Starts
During the quarter, Prologis started $725.2 million ($625.8 million Prologis’
share) of new developments with an estimated weighted average yield
upon stabilization of 7.3 percent and an estimated development margin of
21.0 percent. For the full year 2014, the company started $2.0 billion ($1.8
billion Prologis’ share) of new developments with an estimated weighted
average yield upon stabilization of 7.2 percent and an estimated
development margin of 20.0 percent. Build-to-suits represented 49.6
percent of development starts in the fourth quarter and 32.6 percent for
the full year 2014. 
SAN FRANCISCO (Jan. 27, 2015) – Prologis, Inc. (NYSE: PLD), the global
leader in industrial real estate, today reported results for the fourth quarter
and full year 2014. 
Core funds from operations (Core FFO) per diluted share was $0.48 for the
fourth quarter compared with $0.43 for the same period in 2013. For the
full year 2014, Core FFO per diluted share was $1.88, an increase of 14
percent over 2013.
“As we closed out the year, our global occupancies continued to climb and
development leasing reached its highest level in seven years,” said Hamid R.
Moghadam, chairman and CEO, Prologis. “The outperformance is a direct
result of our long-term strategy of operating in infill markets where global
trade and consumption intersect.” 
Prologis ended the quarter with 96.1 percent occupancy in its operating
portfolio, an increase of 100 basis points over the same period in 2013 and
110 basis points over the prior quarter. The quarterly increase was
principally driven by a 160 basis point increase in spaces under 100,000
square feet and a 140 basis point increase in the company’s European
portfolio. 
In the fourth quarter, the company leased 41.7 million square feet (3.9
million square meters) in its combined operating and development
portfolios, which includes 8.9 million square feet (0.8 million square meters)
of properties under development. Tenant retention was 85.5 percent.  
Rent change on rollovers was positive for the eighth consecutive quarter,
with GAAP rental rates on signed leases increasing 6.2 percent. In the
Americas, GAAP rental rates on signed leases increased 11.5 percent.  
During the fourth quarter, same store NOI for the owned and managed
portfolio increased 4.1 percent on a GAAP basis, resulting in full year 2014
same store NOI growth of 3.7 percent. On a Prologis’ share basis, same
store NOI (GAAP) increased 4.9 percent during the fourth quarter. 


Copyright ©
2015 Prologis
2
At year end, the book value of the company’s land bank totaled $1.8 billion
with an estimated build-out potential of $10.7 billion. 
Acquisitions 
In the fourth quarter, Prologis acquired $151.4 million ($48.2 million Prologis’
share) of buildings through its co-investment ventures with a stabilized
capitalization rate on Prologis’ share of 6.5 percent. For the full year 2014, the
company acquired $1.5 billion ($659.4 million Prologis’ share) of buildings at a
stabilized capitalization rate on Prologis’ share of 6.4 percent. More than
three-quarters of these buildings were in Europe, where the company
purchased assets at a discount to replacement costs. 
Equity Invested in Co-Investment Ventures 
During the year, the company invested $679.0 million in the Prologis North
American Industrial Fund, through a series of investments, at a weighted
average stabilized capitalization rate of 6.1 percent. As a result, the company
increased its ownership to 66.1 percent and consolidated the venture. 
Contributions & Dispositions 
During the fourth quarter, Prologis completed $213.2 million ($104.3 million
Prologis’ share) of contributions to its co-investment ventures and third-party
building dispositions of non-strategic assets of $500.3 million ($406.8 million
Prologis’ share).  Prologis’ share of contributions and dispositions had a
stabilized capitalization rate of 5.9 percent.  
During the full year, the company completed $1.7 billion ($948.7 million
Prologis’ share) of contributions at a weighted average stabilized capitalization
rate (Prologis’ share) of 5.8 percent, and $1.5 billion ($1.3 billion Prologis’
share) of building dispositions at a weighted average stabilized capitalization
rate (Prologis’ share) of 6.4 percent. 
FINANCIAL STRENGTH A TOP PRIORITY
Prologis completed more than $1.7 billion of capital markets activity in the
quarter, including the previously announced issuance of a €600 million euro
bond, as well as $356 million of equity issuance from the exercise of warrants
related to the formation of its Prologis European Logistics Partners venture
and through its At-the-Market equity program. In the full year, the company
completed $7.0 billion of capital markets activity. 
“We have effectively converted the currency composition of our balance sheet
to U.S. dollars,” said Tom Olinger, chief financial officer, Prologis. “At year end,
our U.S. dollar
net equity exposure was 89 percent—this allows us to operate globally with
our earnings and net asset value insulated from movements in foreign
currencies. We are also taking advantage of the low interest environment to
enhance our debt stack, and maintaining significant liquidity to keep us nimble
as opportunities arise.” 
In the strategic capital business, the company maintained a healthy
investment queue and raised $2.5 billion through both private and public
capital during the year. 
NET EARNINGS 
Net earnings per diluted share was $0.81 for the fourth quarter compared with
$0.12 for the same period in 2013. For the full year 2014, net earnings per
diluted share was $1.24 compared with $0.64 for the full year 2013. 
GUIDANCE ESTABLISHED FOR 2015 
Prologis established a full year 2015 Core FFO guidance range of $2.04 to
$2.12 per diluted share, representing 11 percent growth at the midpoint
compared with full year 2014. The company expects to recognize net earnings,
for GAAP purposes, of $0.40 to $0.48 per share. This assumes (on an owned
and managed basis): 
Year-end occupancy between 95.5 and 96.5 percent
GAAP same store NOI growth between 3.5 and 4.5 percent
Development stabilizations between $1.7 and $1.9 billion
Development starts between $2.3 and $2.6 billion
Building acquisitions between $1.0 and $1.5 billion
Contributions to co-investment ventures between $1.3 and $1.8 billion
Third-party dispositions between $1.5 and $2.0 billion
Strategic capital revenue between $210 and $220 million
Net G&A between $238 and $248 million
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 expenses, 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 company's Core FFO and net earnings guidance
for 2015 predominantly relates to real estate depreciation. 


Copyright ©
2015 Prologis
3
A telephonic replay will be available Jan. 27-Feb. 27 at +1 855 859 2056 (from the
U.S. and Canada) or +1 404 537 3406 (from all other countries); please use
conference code 48765486. The webcast replay will be posted when available in
the "Events & Presentations" section of Investor Relations on the Prologis
website.  
ABOUT PROLOGIS 
Prologis, Inc., is the global leader in industrial real estate. As of December 31,
2014, Prologis owned or had investments in, on a wholly owned basis or through
co-investment ventures, properties and development projects expected to total
approximately 590 million square feet (55 million square meters) in 21 countries.
The company leases modern distribution facilities to more than 4,700 customers,
including third-party logistics providers, transportation companies, retailers and
manufacturers.  
FORWARD-LOOKING STATEMENTS 
The statements in this document 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,
management’s 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 properties, disposition activity,
general conditions in the geographic areas where we operate, our debt and
financial position, our ability to form new co-investment ventures and the
availability of capital in existing or new co-investment 
MEDIA CONTACTS
Tracy Ward, Tel: +1 415 733 9565, tward@prologis.com, San Francisco
Nina Beizai, Tel: +1 415 733 9493, nbeizai@prologis.com, San Francisco 
WEBCAST & CONFERENCE CALL INFORMATION 
Prologis will host a live webcast/conference call to discuss quarterly results,
current market conditions and future outlook today, Jan. 27, at 12 p.m. U.S.
Eastern time. Interested parties are encouraged to access the 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 (toll-free from the U.S.
and Canada) or +1 973 409 9692 (from all other countries) and entering
conference code 48765486. 
ventures — 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 document. 


LOGO

 

Highlights

Company Profile

Supplemental 4Q 2014

Prologis, Inc., is the global leader in industrial real estate. As of December 31, 2014, Prologis owned or had investments in, on a wholly owned basis or through co-investment ventures, properties and development projects expected to total approximately 590 million square feet (55 million square meters) in 21 countries. The company leases modern distribution facilities to more than 4,700 customers, including third-party-logistics providers, transportation companies, retailers and manufacturers.

AMERICAS (4 countries) EUROPE (14 countries) ASIA (3 countries) TOTAL

Number of operating portfolio buildings 2,124 660 69 2,853

Operating Portfolio (msf) 352 154 31 537

Development Portfolio (msf) 19 8 13 40

Other (msf) (A) 7 5 1 13

Total (msf) 378 167 45 590

Development portfolio TEI (millions) $1,299 $740 $1,161 $3,200

Land (acres) 6,734 2,843 231 9,808

Land book value (millions) $1,037 $605 $155 $1,797

4

(A) Generally represents properties in which Prologis has an ownership interest but does not manage (6 msf) and other properties owned by Prologis (7 msf), which includes value added properties (6 msf).

Copyright © 2015 Prologis


LOGO

 

Highlights

Company Performance

Supplemental 4Q 2014

Three months ended December 31, Year ended December 31,

(dollars in thousands, except per share data) 2014 2013 2014 2013

Revenues $ 450,865 $ 436,764 $ 1,760,787 $ 1,750,486

Net earnings attributable to common stockholders 408,609 59,057 622,235 315,422

Core FFO 246,421 215,055 953,147 813,224

Core AFFO 189,985 147,554 753,475 580,844

Adjusted EBITDA 367,240 366,664 1,463,383 1,384,274

Value creation—Prologis share 46,138 125,184 235,784 372,378

Common stock dividends paid 168,261 141,127 668,286 554,242

Per common share—diluted:

Net earnings attributable to common stockholders $ 0.81 $ 0.12 $ 1.24 $ 0.64

Core FFO 0.48 0.43 1.88 1.65

Dividends per share 0.33 0.28 1.32 1.12

Core FFO and Value Creation (A)

(in millions)

$500

$400

$340 $326 $329

$302

$300 $268

$200

$100

$-

Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014

Core FFO Value Creation—Prologis Share

Adjusted EBITDA

(in millions)

$500

$400 $367 $354 $374 $368 $367

$300

$200

$100

$-

Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014

(A) Includes value creation from the stabilization of development buildings and the sale value-added conversion properties. Value creation in the fourth quarter of 2014 includes $36.8 million related to the sale of value-added conversions.

Copyright © 2015 Prologis

5

 


LOGO

 

Highlights

Company Performance

(in millions)

Supplemental 4Q 2014

Core FFO

$1,000 $953

$814 $813

$800

$594

$600

$400

$200

$-

2011 2012 2013 2014

Adjusted EBITDA

$1,800

$1,514 $1,485 $1,463

$1,500 $1,384

$1,200

$900

$600

$300

$-

2011 2012 2013 2014

Value Creation (A)

$400 $372

$273

$200 $159

$14

$-

2011 2012 2013 2014

Net Promote (B)

$32

$27

$24

$15

$16

$8

$- $-

$-

2011 2012 2013 2014

(A) Prologis share. Includes value creation from the stabilization of development buildings and the sale value-added conversion properties. Value creation in 2012 and 2014 includes $11.0 million and $36.8 million, respectively, related to value-added conversions.

(B) Net promote includes actual promote earned from third party investors during the period, net of related cash expenses.

Copyright © 2015 Prologis

6

 


LOGO

 

Highlights

Operating Performance – Owned and Managed

Supplemental 4Q 2014

Occupancy

97%

96.1

95.1 95.0 95.3

94.5 94.6 94.6

94.3 94.2 94.2

94%

90%

Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014

Average Period End

Weighted Average Customer Retention

90% 86.8

84.6 84.8 83.9 85.5

80%

70%

60%

Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014

Net Effective Rent Change (GAAP)

10% 9.7

7.0

5.9 6.6 6.2

5%

0%

Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014

Same Store NOI Change Over Prior Year

6%

5.3

5% 4.4

4.1 4.0 4.1

4% 3.8 3.7

3.0 3.0

3% 2.7

2%

1%

0%

Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014

NOI- GAAP NOI- Adjusted Cash

Copyright © 2015 Prologis

7

 


LOGO

 

Highlights

Guidance

(dollars in millions, except per share)

Supplemental 4Q 2014

2015 Guidance

Low High

Net earnings (A) $0.40 $0.48

Core FFO (A) $2.04 $2.12

Operations

Year-end occupancy 95.5% 96.5%

Same store NOI—GAAP increase 3.50% 4.50%

Capital Deployment

Development stabilizations (95% Prologis share) $1,700 $1,900

Development starts (80% Prologis share) $2,300 $2,600

Building acquisitions (65% Prologis share) $1,000 $1,500

Building and land dispositions (75% Prologis share) $1,500 $2,000

Building contributions (55% Prologis share) $1,300 $1,800

Strategic Capital

Strategic capital income $210 $220

Other Assumptions

General & administrative expenses $238 $248

Annualized fourth quarter 2014 dividend $1.32

Exchange Rates

2015 earnings guidance assumes effective rates for EUR and JPY after consideration of in-place FX hedges of

1.20 ($/€) and 120 (¥/$), respectively

8

The difference between Core FFO and Net Earnings predominately relates to real estate depreciation and gains or losses on real estate transactions and early extinguishment of debt. See the Notes and Definitions for more information.

Copyright © 2015 Prologis


LOGO

 

Financial Information

Consolidated Balance Sheets

(in thousands)

Supplemental 4Q 2014

December 31, 2014 September 30, 2014 December 31, 2013

Assets:

Investments in real estate properties:

Operating properties $ 18,635,452 $ 16,155,668 $ 17,801,064

Development portfolio 1,473,980 1,316,470 1,021,017

Land 1,577,786 1,533,590 1,516,166

Other real estate investments 502,927 458,290 486,230

22,190,145 19,464,018 20,824,477

Less accumulated depreciation 2,790,781 2,695,745 2,568,998

Net investments in real estate properties 19,399,364 16,768,273 18,255,479

Investments in and advances to unconsolidated entities 4,824,724 5,814,056 4,430,239

Assets held for sale and notes receivable backed by real estate 43,934 2,564 192,042

Net investments in real estate 24,268,022 22,584,893 22,877,760

Cash and cash equivalents 350,692 311,879 491,129

Accounts receivable 103,445 132,464 107,955

Other assets 1,096,064 1,042,867 1,095,463

Total assets $ 25,818,223 $ 24,072,103 $ 24,572,307

Liabilities and Equity:

Liabilities:

Debt $ 9,380,199 $ 8,822,952 $ 9,011,216

Accounts payable, accrued expenses, and other liabilities 1,254,425 1,112,402 1,384,638

Total liabilities 10,634,624 9,935,354 10,395,854

Equity:

Stockholders’ equity:

Preferred stock 78,235 78,235 100,000

Common stock 5,095 5,000 4,988

Additional paid-in capital 18,467,009 18,081,751 17,974,509

Accumulated other comprehensive loss (600,337) (510,661) (435,675)

Distributions in excess of net earnings (3,974,493) (4,214,224) (3,932,664)

Total stockholders’ equity 13,975,509 13,440,101 13,711,158

Noncontrolling interests 1,159,901 646,404 417,086

Noncontrolling interests—limited partnership unitholders 48,189 50,244 48,209

Total equity 15,183,599 14,136,749 14,176,453

Total liabilities and equity $ 25,818,223 $ 24,072,103 $ 24,572,307

Copyright © 2015 Prologis

9


LOGO

 

Financial Information

Pro-rata Balance Sheet Information

(in thousands)

Supplemental 4Q 2014

Plus Prologis Investors’ Share of

Less Non Share of

Prologis Prologis Total Total Owned

Controlling Unconsolidated

Consolidated Share Unconsolidated Consolidated and Managed

Pro-rata Balance Sheet Information as of Interests Co-Investment Ventures Ventures

December 31, 2014 Ventures

Assets:

Investments in real estate properties:

Operating properties $ 18,635,452 $ (1,403,482) $ 7,146,578 $ 24,378,548 $ 15,149,735 $ 1,403,482 $ 40,931,765

Other real estate and assets held for sale 3,598,627 (36,096) 158,752 3,721,283 405,159 36,096 4,162,538

Accumulated depreciation (2,790,781) 48,307 (491,927) (3,234,401) (1,058,258) (48,307) (4,340,966)

Net investments in real estate properties 19,443,298 (1,391,271) 6,813,403 24,865,430 14,496,636 1,391,271 40,753,337

Investments in unconsolidated co-investment ventures 4,665,918 (67,550) (4,598,368) — 67,550 67,550

Investments in other unconsolidated ventures 158,806 (8,491)—150,315—8,491 158,806

Other assets 1,550,201 (193,691) 73,143 1,429,653 1,409,443 193,691 3,032,787

Total assets $ 25,818,223 $ (1,661,003) $ 2,288,178 $ 26,445,398 $ 15,906,079 $ 1,661,003 $ 44,012,480

Liabilities and Equity:

Liabilities:

Debt $ 9,380,199 $ (409,797) $ 1,869,847 $ 10,840,249 $ 4,705,705 $ 409,797 $ 15,955,751

Other liabilities 1,254,425 (43,116) 418,331 1,629,640 700,466 43,116 2,373,222

Total liabilities 10,634,624 (452,913) 2,288,178 12,469,889 5,406,171 452,913 18,328,973

Equity:

Stockholders’ / partners’ equity 13,975,509 — 13,975,509 10,499,908 1,208,090 25,683,507

Noncontrolling interests 1,208,090 (1,208,090) — — -

Total equity 15,183,599 (1,208,090)—13,975,509 10,499,908 1,208,090 25,683,507

Total liabilities and equity $ 25,818,223 $ (1,661,003) $ 2,288,178 $ 26,445,398 $ 15,906,079 $ 1,661,003 $ 44,012,480

Copyright © 2015 Prologis

10


LOGO

 

Financial Information

Consolidated Statements of Operations

(in thousands, except per share amounts)

Supplemental 4Q 2014

Three Months Ended Twelve Months Ended

December 31, December 31,

2014 2013 2014 2013

Revenues:

Rental income $ 402,014 $ 379,208 $ 1,527,349 $ 1,559,493

Strategic capital income 44,157 53,907 219,871 179,472

Development management and other income 4,694 3,649 13,567 11,521

Total revenues 450,865 436,764 1,760,787 1,750,486

Expenses:

Rental expenses 108,370 104,936 430,787 451,938

Strategic capital expenses 22,054 22,341 96,496 89,279

General and administrative expenses 65,987 63,067 247,768 229,207

Depreciation and amortization 171,402 165,453 642,461 648,668

Other expenses 8,096 9,488 23,467 26,982

Total expenses 375,909 365,285 1,440,979 1,446,074

Operating income 74,956 71,479 319,808 304,412

Other income (expense):

Earnings from unconsolidated entities, net 54,877 37,666 134,288 97,220

Interest expense (74,092) (87,832) (308,885) (379,327)

Gains on dispositions of investments in real estate and revaluation of equity investments

upon acquisition of a controlling interest, net 388,095 151,702 725,790 597,656

Foreign currency and derivative gains (losses), related amortization and interest

and other income (expense), net (14,527) (28,472) 7,927 (6,685)

Losses on early extinguishment of debt, net (1,939) (112,859) (165,300) (277,014)

Total other income (expense) 352,414 (39,795) 393,820 31,850

Earnings before income taxes 427,370 31,684 713,628 336,262

Income tax benefit (expense)—current and deferred 354 (22,199) 25,656 (106,733)

Earnings from continuing operations 427,724 9,485 739,284 229,529

Discontinued operations:

Income attributable to disposed properties and assets held for sale—1,832—6,970

Net gains on dispositions, including taxes—56,952—116,550

Total discontinued operations—58,784—123,520

Consolidated net earnings 427,724 68,269 739,284 353,049

Net earnings attributable to noncontrolling interests (17,437) (7,077) (103,101) (10,128)

Net earnings attributable to controlling interests 410,287 61,192 636,183 342,921

Preferred stock dividends (1,678) (2,135) (7,431) (18,391)

Loss on preferred stock redemption — (6,517) (9,108)

Net earnings attributable to common stockholders $ 408,609 $ 59,057 $ 622,235 $ 315,422

Weighted average common shares outstanding—Diluted 507,896 503,760 506,391 491,546

Net earnings per share attributable to common stockholders—Diluted $ 0.81 $ 0.12 $ 1.24 $ 0.64

Copyright © 2015 Prologis

11


LOGO

 

Financial Information

Reconciliations of Net Earnings (Loss) to FFO

(in thousands)

Supplemental 4Q 2014

Three Months Ended Twelve Months Ended

December 31, December 31,

2014 2013 2014 2013

Reconciliation of net earnings to FFO

Net earnings attributable to common stockholders $ 408,609 $ 59,057 $ 622,235 $ 315,422

Add (deduct) NAREIT defined adjustments:

Real estate related depreciation and amortization 164,107 159,489 617,814 624,573

Gains on dispositions of non-development properties and revaluation of equity investments upon acquisition

of a controlling interest, net (341,924) (76,751) (553,298) (271,315)

Reconciling items related to noncontrolling interests (984) (1,310) 47,939 (8,993)

Our share of reconciling items included in earnings from unconsolidated co-investment ventures 30,719 42,107 179,302 153,710

Our share of reconciling items included in earnings from other unconsolidated ventures 2,702 1,738 7,238 6,082

Subtotal-NAREIT defined FFO 263,229 184,330 921,230 819,479

Add (deduct) our defined adjustments:

Unrealized foreign currency and derivative losses (gains) and related amortization, net 19,887 33,457 18,984 32,870

Deferred income tax expense (benefit) (2,647) 1,704 (56,720) 656

Our share of reconciling items included in earnings from unconsolidated co-investment ventures 3,728 (6,892) 4,015 2,168

FFO, as defined by Prologis 284,197 212,599 887,509 855,173

Adjustments to arrive at Core FFO:

Gains on dispositions of development properties and land, net (43,906) (117,887) (152,798) (336,815)

Losses on early extinguishment of debt and redemption of preferred stock, net 1,939 112,859 171,817 286,122

Our share of reconciling items from unconsolidated entities less third party share of consolidated entities 4,191 7,484 46,619 8,744

Core FFO $ 246,421 $ 215,055 $ 953,147 $ 813,224

Adjustments to arrive at Core Adjusted FFO (“Core AFFO”), including our share of unconsolidated entities

less third party share of consolidated entities:

Straight-lined rents and amortization of lease intangibles (5,681) (5,011) (26,278) (22,968)

Property improvements (35,557) (31,445) (96,729) (93,841)

Tenant improvements (22,961) (28,076) (86,490) (102,138)

Leasing commissions (19,084) (18,632) (62,604) (64,094)

Amortization of management contracts 1,101 1,332 4,943 5,726

Amortization of debt premiums and financing costs, net (1,933) (4,528) (3,102) (19,387)

Cash received on net investment hedges 13,243 1,804 13,110 7,848

Stock compensation expense 14,436 17,055 57,478 56,474

Core AFFO $ 189,985 $ 147,554 $ 753,475 $ 580,844

Common stock dividends $ 168,261 $ 141,127 $ 668,286 $ 554,242

Copyright © 2015 Prologis

12


LOGO

 

Financial Information

Pro-rata Operating Information and Reconciliation to FFO

(in thousands)

Supplemental 4Q 2014

Plus Prologis

Less Non Share of Investors’ Share of Total

Prologis Prologis

Controlling Unconsolidated Owned and

Consolidated Total Share

Pro-rata Operating Information for Interests Co-Investment Unconsolidated Consolidated Managed

Three Months Ended December 31, 2014 Ventures Ventures Ventures

Revenues:

Rental income $ 402,014 $ (28,374) $ 161,354 $ 534,994 $ 321,273 $ 28,374 $ 884,641

Strategic capital income 44,157—231 44,388 231—44,619

Development management and other income 4,694 (136)—4,558—136 4,694

Total revenues 450,865 (28,510) 161,585 583,940 321,504 28,510 933,954

Expenses:

Rental expenses 108,370 (7,554) 35,742 136,558 73,176 7,554 217,288

Strategic capital expenses 22,054 — 22,054 — 22,054

General and administrative expenses 65,987 (1,200) 12,166 76,953 24,313 1,200 102,466

Depreciation and amortization 171,402 (9,972) 52,235 213,665 102,857 9,972 326,494

Other expenses 8,096 (422) 6,000 13,674 4,204 422 18,300

Total expenses 375,909 (19,148) 106,143 462,904 204,550 19,148 686,602

Operating income 74,956 (9,362) 55,442 121,036 116,954 9,362 247,352

Earnings from unconsolidated co-investment ventures, net 54,048 (1,048) (53,000) — 1,048 1,048

Earnings from other unconsolidated joint ventures, net 829 — 829 — 829

Interest expense (74,092) 1,929 (18,720) (90,883) (40,155) (1,929) (132,967)

Gains on dispositions of investments in real estate and revaluation of equity investments

upon acquisition of a controlling interest, net 388,095 (9,068) 21,915 400,942 39,804 9,068 449,814

Foreign currency and derivative gains (losses), related amortization

and other income (expense), net (14,527) (80) (4,145) (18,752) (3,514) 80 (22,186)

Losses on early extinguishment of debt, net (1,939)—(22) (1,961) (49)—(2,010)

Income tax benefit (expense) 354 192 (1,470) (924) (2,906) (192) (4,022)

Consolidated net earnings 427,724 (17,437)—410,287 110,134 17,437 537,858

Net earnings attributable to noncontrolling interests (17,437) 17,437 — — -

Preferred stock dividends (1,678) — (1,678) — (1,678)

Net earnings attributable to common stockholders 408,609 — 408,609 110,134 17,437 536,180

Add (deduct) adjustments to arrive at FFO, as defined by Prologis:

Real estate related depreciation and amortization 164,107 (9,972) 52,235 206,370 102,857 9,972 319,199

Gains on dispositions of non-development properties and revaluation of equity investments

upon acquisition of a controlling interest, net (341,924) 9,001 (21,930) (354,853) (39,821) (9,001) (403,675)

Unrealized foreign currency and derivative losses (gains) and related amortization, net 19,887 7 5,651 25,545 5,540 (7) 31,078

Deferred income tax benefit (2,647) (20) (1,509) (4,176) (836) 20 (4,992)

Reconciling items related to noncontrolling interests (984) 984 — — -

Our share of reconciling items included in earnings from

unconsolidated co-investment ventures 34,447—(34,447) — —

Our share of reconciling items included in earnings from other unconsolidated ventures 2,702 — 2,702 — 2,702

FFO, as defined by Prologis 284,197 — 284,197 177,874 18,421 480,492

Adjustments to arrive at Core FFO:

Gains on dispositions of development properties and land, net (43,906) 69 4,100 (39,737) 3,240 (69) (36,566)

Losses on early extinguishment of debt, net 1,939—22 1,961 49—2,010

Our share of reconciling items from unconsolidated entities

less third party share of consolidated entities 4,191 (69) (4,122) — —

Core FFO $ 246,421 $—$—$ 246,421 $ 181,163 $ 18,352 $ 445,936

Copyright © 2015 Prologis

13


LOGO

 

Financial Information

EBITDA Reconciliation

(in thousands)

Supplemental 4Q 2014

Three Months Ended Twelve Months Ended

December 31, December 31,

2014 2013 2014 2013

Reconciliation of net earnings to Adjusted EBITDA

Net earnings attributable to common stockholders $ 408,609 $ 59,057 $ 622,235 $ 315,422

Gains on dispositions of investments in real estate and revaluation of equity investments

upon acquisition of a controlling interest, net (388,095) (208,654) (725,790) (714,206)

Depreciation and amortization 171,402 165,453 642,461 648,668

Interest expense 74,092 87,832 308,885 379,327

Losses on early extinguishment of debt 1,939 112,859 165,300 277,014

Current and deferred income tax expense (benefit), net (354) 22,199 (25,656) 106,733

Pro forma adjustments 2,043 (1,832) 35 (36,503)

Net earnings attributable to noncontrolling interest—7,077—10,128

Preferred stock dividends and loss on preferred stock redemption 1,678 2,135 13,948 27,499

Unrealized foreign currency and derivative losses (gains) and related amortization, net 19,887 33,457 18,984 32,870

Stock compensation expense 14,436 17,055 57,478 59,474

Acquisition expenses 1,578 1,992 4,194 2,977

Adjusted EBITDA, consolidated 307,215 298,630 1,082,074 1,109,403

Our share of reconciling items from unconsolidated entities less third party share of consolidated entities:

Net losses (gains) on dispositions of investments in real estate, net (12,847) (6,004) 34,928 (14,963)

Depreciation and amortization 45,468 50,293 193,963 172,975

Interest expense 16,791 19,186 79,950 89,269

Losses on early extinguishment of debt 22 1,086 243 2,222

Current income tax expense 2,807 4,411 17,105 14,898

Unrealized losses (gains), derivative losses (gains) and deferred income tax expense (benefit), net 4,129 (6,892) 15,923 2,168

Acquisition expenses 3,655 5,954 39,197 8,302

Adjusted EBITDA $ 367,240 $ 366,664 $ 1,463,383 $ 1,384,274

Copyright © 2015 Prologis

14


LOGO

 

Strategic Capital

Summary and Financial Highlights

Supplemental 4Q 2014

Accounting Next Promote

Co-Investment Ventures (A) Type Established Method Region Ownership Structure Opportunity

Americas:

Prologis U.S. Logistics Venture Core 2014 Consolidated US 55.0% Open end Q4 2016 (D)

Prologis North American Industrial Fund (B) Core 2006 Consolidated US 66.1% Open end Q1 2015 (D)

Prologis Targeted U.S. Logistics Fund Core 2004 Unconsolidated US 24.3% Open end Q2 2017 (D)

FIBRA Prologis Core 2014 Unconsolidated Mexico 45.9% Public, Mexican Exchange Q2 2015 (E)

Brazil Fund and joint ventures (C) Development 2010 Unconsolidated Brazil various Closed end Q4 2017 (F)

Europe:

Prologis Targeted Europe Logistics Fund Core 2007 Unconsolidated Europe 43.2% Open end Q3 2016 (D)

Prologis European Properties Fund II Core 2007 Unconsolidated Europe 31.1% Open end Q3 2016 (D)

Europe Logistics Venture 1 Core 2011 Unconsolidated Europe 15.0% Open end Q4 2015 (D)

Prologis European Logistics Partners Core 2013 Unconsolidated Europe 50.0% Open end Q4 2015 (D)

Asia:

Nippon Prologis REIT Core 2013 Unconsolidated Japan 15.1% Public, Tokyo Exchange n/a

Prologis China Logistics Venture Core/Development 2011 Unconsolidated China 15.0% Closed end Q1 2018

Unconsolidated Co-Investment Ventures (G): Prologis Share

GBV of Operating Net Tangible Prologis

(in thousands) Sq Ft Bldgs Debt Debt Other Assets Investment

Prologis Targeted U.S. Logistics Fund 50,491 $ 4,592,157 $ 1,597,830 $ 388,752 $ 26,456 $ 712,044

FIBRA Prologis (H) 31,364 1,755,544 681,664 312,679 72,425 589,627

Brazil Fund and joint ventures 5,266 414,355 — 17,640 235,496

Americas 87,121 6,762,056 2,279,494 701,431 116,521 1,537,167

Prologis Targeted Europe Logistics Fund 15,535 1,832,926 479,964 207,247 22,031 458,702

Prologis European Properties Fund II 68,928 5,516,778 1,956,628 608,316 14,821 488,503

Europe Logistics Venture I 5,257 405,761 — 495 56,127

Prologis European Logistics Partners 57,688 4,083,178 207,351 103,676 12,823 1,769,720

Europe 147,408 11,838,643 2,643,943 919,239 50,170 2,773,052

Nippon Prologis REIT (H) 20,898 3,387,646 1,359,594 205,299 18,229 303,178

Prologis China Logistics Venture 5,273 307,968 292,521 43,878 6,779 52,521

Asia 26,171 3,695,614 1,652,115 249,177 25,008 355,699

Total 260,700 $ 22,296,313 $ 6,575,552 $ 1,869,847 $ 191,699 $ 4,665,918

(A)The information presented excludes the co-investment venture Prologis DFS Fund I due to the investment size of the venture. FIBRA Prologis purchased the remaining properties in Prologis Mexico Fondo Logistico during the fourth quarter.

(B)We began consolidating this venture in the fourth quarter. See the notes and definitions for further explanation.

(C)We have a 50% ownership interest in Prologis Brazil Logistics Partners Fund I (“Brazil Fund”), a consolidated co-investment venture. The Brazil Fund in turn has an ownership interest in various joint ventures that are accounted for on the equity method. We also have other Brazil joint ventures that we account for using the equity method. Prologis’ share in these Brazil entities is reflected at our effective economic ownership.

(D)Promote opportunity is every three years.

(E)Promote opportunity is every year.

(F)We have an opportunity to earn a promote, at the end of the term of the fund, based on the performance of the Brazil Fund only. We do not have a promote opportunity in any of the other Brazil joint ventures.

(G)Values represent Prologis’ adjusted basis and may not be comparable to values reflected in the ventures’ stand alone financial statements calculated on a different basis.

(H)Throughout this document, we use the most recent public information for these co-investment ventures.

15


LOGO

 

Strategic Capital

Operating and Balance Sheet Information

(dollars in thousands)

Supplemental 4Q 2014

Americas Europe Asia Total

FFO and Net Earnings (Loss) of the Unconsolidated Co-Investment Ventures, Aggregated (A)(B) For the Three Months Ended December 31, 2014

Rental income $ 160,221 $ 251,573 $ 70,833 $ 482,627

Rental expenses (38,691) (55,266) (14,961) (108,918)

Net operating income from properties 121,530 196,307 55,872 373,709

Other income (expense), net 2,564 (1,031) (435) 1,098

General and administrative expenses (11,815) (15,422) (9,242) (36,479)

Interest expense (27,547) (24,297) (7,031) (58,875)

Current income tax expense (1,063) (5,068) (590) (6,721)

Core FFO 83,669 150,489 38,574 272,732

Acquisition expenses and early extinguishment of debt, net (3,804) (3,607)—(7,411)

FFO, as defined by Prologis 79,865 146,882 38,574 265,321

Real estate related depreciation and amortization (53,178) (85,881) (16,033) (155,092)

Unrealized foreign currency exchange and derivative gains (losses), net (15,725) 2,144 2,390 (11,191)

Gains on dispositions of investments in real estate, net 25,884 35,867—61,751

Deferred tax benefit (expense), net—2,466 (121) 2,345

Net earnings $ 36,846 $ 101,478 $ 24,810 $ 163,134

Prologis’ Share of Core FFO and Net Earnings (Loss) of the Unconsolidated Co-Investment Ventures (A) For the Three Months Ended December 31, 2014

Core FFO, from unconsolidated co-investment ventures, net $ 28,197 $ 58,783 $ 5,637 $ 92,617

Fees earned by Prologis 14,291 20,621 8,696 43,608

Total Core FFO recognized by Prologis, net $ 42,488 $ 79,404 $ 14,333 $ 136,225

Prologis’ share of the unconsolidated co-investment ventures’ net earnings $ 8,589 $ 41,543 $ 3,916 $ 54,048

Fees earned by Prologis 14,291 20,621 8,696 43,608

Total earnings recognized by Prologis, net $ 22,880 $ 62,164 $ 12,612 $ 97,656

Condensed Balance Sheet of the Unconsolidated Co-Investment Ventures, Aggregated (A)(B) As of December 31, 2014

Operating industrial properties, before depreciation $ 6,762,056 $ 11,838,643 $ 3,695,614 $ 22,296,313

Accumulated depreciation (459,939) (986,173) (104,073) (1,550,185)

Properties under development and land 229,006 53,890 281,015 563,911

Other assets 531,345 556,985 262,730 1,351,060

Total assets $ 7,062,468 $ 11,463,345 $ 4,135,286 $ 22,661,099

Third party debt $ 2,279,494 $ 2,643,943 $ 1,652,115 $ 6,575,552

Other liabilities 141,823 879,971 97,003 1,118,797

Total liabilities $ 2,421,317 $ 3,523,914 $ 1,749,118 $ 7,694,349

Weighted average ownership 31.0% 38.8% 15.0% 32.0%

Includes the unconsolidated co-investment ventures listed on the previous page.

Represents the entire entity, not our proportionate share.

Copyright © 2015 Prologis

16


LOGO

 

Operations Overview

Operating Metrics – Owned and Managed

Period Ending Occupancy by Division (%)

Supplemental 4Q 2014

96.7

95.5 95.2 95.4 95.6

Q4 13 Q1 14 Q2 14 Q3 14 Q4 14

Americas

94.9

93.6 93.5

92.3 92.6

Q4 13 Q1 14 Q2 14 Q3 14 Q4 14

Europe

96.7 96.3 95.8

95.6 95.2

Q4 13 Q1 14 Q2 14 Q3 14 Q4 14

Asia

96.1

95.1 94.5 94.6 95.0

Q4 13 Q1 14 Q2 14 Q3 14 Q4 14

Total

Leasing Activity

(square feet in thousands) Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014

Square feet of leases signed:

Operating portfolio:

Renewals 27,422 23,307 20,108 24,596 21,075

New leases 11,551 8,292 8,908 12,254 11,794

Total operating portfolio 38,973 31,599 29,016 36,850 32,869

Properties under development 4,763 2,130 2,352 3,938 8,878

Total square feet of leases signed 43,736 33,729 31,368 40,788 41,747

Average term of leases signed (months) 44 40 45 45 60

Operating Portfolio:

Trailing four quarters—leases signed 135,734 135,271 130,426 136,438 130,334

Trailing four quarters—% of average portfolio 25.9% 25.7% 24.6% 25.7% 24.4%

Net effective rent change (GAAP) 5.9% 7.0% 6.6% 9.7% 6.2%

Copyright © 2015 Prologis

17


LOGO

 

Operations Overview

Operating Metrics – Owned and Managed

(in thousands, except for percentages and per square foot)

Supplemental 4Q 2014

Capital Expenditures Incurred

Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014

Property improvements $ 44,020 $ 19,347 $ 25,690 $ 45,615 $ 49,516

Tenant improvements 36,116 27,208 28,570 30,589 30,591

Leasing commissions 26,450 20,378 19,143 22,162 27,483

Total turnover costs 62,566 47,586 47,713 52,751 58,074

Total capital expenditures $ 106,586 $ 66,933 $ 73,403 $ 98,366 $ 107,590

Trailing four quarters—% of gross NOI 14.5% 14.4% 13.5% 13.7% 13.6%

Weighted average ownership percent 73.3% 69.9% 66.7% 73.7% 71.4%

Prologis share $ 78,153 $ 46,774 $ 48,982 $ 72,465 $ 76,862

Same Store Information

Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014

Square feet of population 489,808 505,644 496,858 490,614 487,240

Average occupancy 94.3% 94.1% 94.2% 94.7% 95.4%

Percentage change:

Rental income 0.8% 1.5% 3.1% 2.9% 4.7%

Rental expenses (4.2%) (2.1%) 1.3% 0.9% 6.2%

NOI—GAAP 2.7% 3.0% 3.8% 3.7% 4.1%

NOI—Adjusted Cash 3.0% 4.1% 5.3% 4.0% 4.4%

Average occupancy 0.7% 1.3% 1.1% 1.2% 1.2%

Turnover Costs: per Square Foot ($) and per Value of Lease (%)

9.3%

$1.80 9.0%

8.2% 8.1%

7.0% 8%

$1.60 $1.57

$1.48 $1.51

6%

$1.41

$1.40

4%

$1.26

$1.20

2%

$1.00 0%

Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014

Property Improvements per Square Foot

$0.09 $0.09

$0.09 `

$0.08

$0.07

$0.06 $0.06 $0.06 $0.06

$0.06

$0.05

$0.04

$0.03

Q4 2013 Q1 2014 Q2 2014 Q3 2014 Q4 2014

$ per square foot trailing four quarters

Copyright © 2015 Prologis

18


LOGO

 

Operations Overview

Operating Portfolio – Square Feet, Occupied and Leased

(square feet in thousands)

Supplemental 4Q 2014

# of Buildings Square Feet Occupied % Leased %

Owned and Owned and Prologis Share % o f Owned and Prologis Owned and Prologis

Managed Managed Sq F t (%) Total Managed Share Managed Share

Global Markets

U.S.

Atlanta 108 14,343 11,798 82.3 3.4 93.3 94.6 94.1 95.1

Baltimore/Washington 66 8,073 5,915 73.3 1.7 95.5 95.5 95.5 95.5

Central Valley 25 10,197 9,308 91.3 2.7 100.0 100.0 100.0 100.0

Central & Eastern PA 30 14,925 11,252 75.4 3.2 96.7 95.7 96.7 95.7

Chicago 210 35,591 29,076 81.7 8.4 98.1 98.7 98.1 98.7

Dallas/Ft. Worth 154 24,405 20,779 85.1 6.0 93.1 92.3 93.3 92.4

Houston 98 12,373 8,906 72.0 2.5 98.8 98.6 98.8 98.6

New Jersey/New York City 139 21,926 16,922 77.2 4.9 96.0 95.7 96.0 95.7

San Francisco Bay Area 217 18,261 15,276 83.7 4.4 96.4 96.7 97.2 97.5

Seattle 82 10,923 5,359 49.1 1.5 96.9 97.5 97.1 97.6

South Florida 91 10,679 7,665 71.8 2.2 96.6 95.9 98.2 97.7

Southern California 306 58,793 48,416 82.3 13.9 97.1 97.0 97.1 97.0

Canada 21 7,065 6,492 91.9 1.9 98.3 98.2 99.2 99.1

Mexico

Guadalajara 25 5,872 2,726 46.4 0.8 98.5 98.5 98.5 98.5

Mexico City 46 10,762 5,146 47.8 1.5 96.1 96.2 96.1 96.2

Monterrey 24 3,413 1,566 45.9 0.5 94.1 94.1 94.9 94.9

Brazil 14 5,266 789 15.0 0.2 95.5 92.4 95.5 92.4

Americas total 1,656 272,867 207,391 76.0 59.7 96.6 96.6 96.8 96.8

Belgium 12 2,497 1,250 50.1 0.4 91.8 88.4 91.8 88.4

Czech Republic 38 7,737 3,288 42.5 0.9 94.4 94.3 94.4 94.3

France 131 32,010 14,186 44.3 4.1 94.8 94.6 94.8 94.6

Germany 96 20,405 7,761 38.0 2.2 97.4 96.9 98.7 98.5

Italy 28 8,813 4,761 54.0 1.4 89.2 81.9 89.2 81.9

Netherlands 66 14,526 5,651 38.9 1.6 96.5 96.0 96.6 96.1

Poland 103 23,056 9,858 42.8 2.8 93.8 94.5 95.3 95.6

Spain 30 8,191 3,973 48.5 1.1 84.6 87.0 86.3 88.8

United Kingdom 89 21,033 8,855 42.1 2.6 98.4 98.4 99.3 99.5

Europe total 593 138,268 59,583 43.1 17.1 94.7 93.9 95.4 94.6

China 33 7,597 3,115 41.0 0.9 89.9 82.1 90.6 82.3

Japan 31 22,113 4,371 19.8 1.2 97.6 93.8 97.9 94.1

Singapore 5 959 959 100.0 0.3 100.0 100.0 100.0 100.0

Asia total 69 30,669 8,445 27.5 2.4 95.8 90.2 96.1 90.4

Total global markets 2,318 441,804 275,419 62.3 79.2 95.9 95.8 96.3 96.1

Regional markets (A )

Columbus 27 8,545 7,680 89.9 2.2 99.5 99.5 99.5 99.5

Denver 27 4,491 4,182 93.1 1.2 100.0 100.0 100.0 100.0

San Antonio 50 5,606 4,981 88.9 1.4 99.1 99.1 99.1 99.1

Orlando 33 3,895 3,312 85.0 1.0 93.4 93.4 96.3 95.6

Cincinnati 23 5,899 4,784 81.1 1.4 99.7 99.7 99.7 99.7

Remaining other regional (16 markets) 343 60,778 42,362 69.7 12.2 96.6 96.8 96.8 97.0

Regional markets total 503 89,214 67,301 75.4 19.4 97.3 97.5 97.6 97.8

Other markets (10 markets) 32 5,956 4,878 81.9 1.4 93.8 94.1 93.9 95.4

Total operating portfolio—owned and managed 2,853 536,974 347,598 64.7 100.0 96.1 96.1 96.5 96.4

(A) Selected and ordered by Prologis share of Gross Book Value ($).

Copyright © 2015 Prologis

19


LOGO

 

Operations Overview

Operating Portfolio – NOI and Gross Book Value

(dollars in thousands)

Supplemental 4Q 2014

Fourth Quarter N OI Gross Book Value

Owned and Prologis Share (A) % o f Owned and Prologis Share % o f

Managed ($) (%) Total Managed ($) (%) Total

Global Market s

U.S.

Atlanta $ 9,830 $ 7,800 79.3 2.1 $ 657,146 $ 516,074 78.5 2.1

Baltimore/Washington 11,847 8,952 75.6 2.4 706,223 513,382 72.7 2.1

Central Valley 9,843 9,065 92.1 2.4 558,138 513,188 91.9 2.1

Central & Eastern PA 15,046 10,968 72.9 2.9 927,252 682,368 73.6 2.8

Chicago 28,964 22,778 78.6 6.1 2,137,078 1,675,052 78.4 6.9

Dallas/Ft. Worth 19,551 15,547 79.5 4.2 1,245,974 993,335 79.7 4.1

Houston 13,285 9,090 68.4 2.4 754,346 492,291 65.3 2.0

New Jersey/New York City 27,938 20,638 73.9 5.5 1,978,072 1,383,143 69.9 5.7

San Francisco Bay Area 28,503 23,635 82.9 6.3 1,837,550 1,537,846 83.7 6.4

Seattle 14,364 6,783 47.2 1.8 1,044,750 510,583 48.9 2.1

South Florida 15,607 11,092 71.1 3.0 1,081,769 809,639 74.8 3.3

Southern California 66,511 53,826 80.9 14.4 5,295,266 4,281,343 80.9 17.7

Canada 8,267 7,479 90.5 2.0 642,728 582,618 90.6 2.4

Mexico

Guadalajara 7,113 3,418 48.1 0.9 315,122 146,917 46.6 0.6

Mexico City 13,589 6,301 46.4 1.7 724,319 345,724 47.7 1.4

Monterrey 4,211 1,932 45.9 0.5 196,639 90,198 45.9 0.4

Brazil 11,587 1,583 13.7 0.4 414,355 57,231 13.8 0.3

Americas total 3 0 6 ,0 56 2 2 0 ,8 8 7 72 .2 59 .0 2 0 ,516 ,72 7 15,13 0 ,9 3 2 73 .7 6 2 .4

Belgium 3,137 1,471 46.9 0.4 179,404 90,084 50.2 0.4

Czech Republic 8,626 3,517 40.8 0.9 518,874 213,140 41.1 0.9

France 38,110 16,037 42.1 4.3 2,354,233 1,010,059 42.9 4.2

Germany 29,347 11,071 37.7 3.0 1,655,157 616,268 37.2 2.5

Italy 7,888 3,635 46.1 1.0 498,953 268,492 53.8 1.1

Netherlands 20,466 7,948 38.8 2.1 1,197,299 471,189 39.4 1.9

Poland 21,155 9,149 43.2 2.4 1,421,752 571,187 40.2 2.4

Spain 8,836 4,487 50.8 1.2 577,083 287,695 49.9 1.2

United Kingdom 46,638 19,600 42.0 5.2 2,784,984 1,164,580 41.8 4.8

Europe total 18 4 ,2 0 3 76 ,9 15 4 1.8 2 0 .5 11,18 7,73 9 4 ,6 9 2 ,6 9 4 4 1.9 19 .4

China 6,342 1,602 25.3 0.4 387,508 125,736 32.4 0.5

Japan 51,531 8,747 17.0 2.3 3,567,803 691,691 19.4 2.8

Singapore 1,782 1,782 100.0 0.5 140,303 140,303 100.0 0.6

Asia total 59 ,6 55 12 ,13 1 2 0 .3 3 .2 4 ,0 9 5,6 14 9 57,73 0 2 3 .4 3 .9

Total global markets 54 9 ,9 14 3 0 9 ,9 3 3 56 .4 8 2 .7 3 5,8 0 0 ,0 8 0 2 0 ,78 1,3 56 58 .0 8 5.7

Regional markets ( B )

Columbus 6,088 5,443 89.4 1.5 297,320 269,279 90.6 1.1

Denver 4,982 4,647 93.3 1.2 272,418 254,500 93.4 1.1

San Antonio 5,376 4,741 88.2 1.3 255,715 224,979 88.0 0.9

Orlando 3,670 3,058 83.3 0.8 261,761 223,232 85.3 0.9

Cincinnati 4,984 3,953 79.3 1.1 256,015 202,043 78.9 0.9

Remaining other regional (16 markets) 57,906 37,978 65.6 10.1 3,137,916 2,063,494 65.8 8.5

Regional markets total 8 3 ,0 0 6 59 ,8 2 0 72 .1 16 .0 4 ,4 8 1,14 5 3 ,2 3 7,52 7 72 .2 13 .4

Other market s ( 10 market s) 5,9 9 6 4 ,72 2 78 .8 1.3 3 0 7,9 2 9 2 2 8 ,0 6 5 74 .1 0 .9

Total operating portfolio—owned and managed $ 6 3 8 ,9 16 $ 3 74 ,4 75 58 .6 10 0 .0 $ 4 0 ,58 9 ,154 $ 2 4 ,2 4 6 ,9 4 8 59 .7 10 0 .0

(A) Prologis share of NOI for the properties that were contributed to or acquired from the co-investment ventures is included at our actual share prior to and subsequent to the change in ownership. (B) Selected and ordered by Prologis share of Gross Book Value ($).

Copyright © 2015 Prologis

20


LOGO

 

Operations Overview

Operating Portfolio – Summary by Division

(square feet and dollars in thousands)

Supplemental 4Q 2014

# o f Buildings Square Feet Occupied % Leased %

Owned and Owned and Prologis Share % of Owned and Prologis Owned and Prologis

Managed Managed Sq Ft % Total Managed Share Managed Share

Consolidated

Americas 1,540 266,140 244,800 92.0 70.4 96.9 96.9 97.1 97.1

Europe 48 11,086 11,086 100.0 3.2 88.8 88.8 88.8 88.8

Asia 17 4,498 4,498 100.0 1.3 83.4 83.4 83.5 83.5

Total operating portfolio—consolidated 1,605 281,724 260,384 92.4 74.9 96.4 96.3 96.6 96.5

Unconsolidated

Americas 584 86,081 27,195 31.6 7.9 96.1 96.1 96.4 96.3

Europe 612 142,998 56,072 39.2 16.1 95.4 95.1 96.0 95.8

Asia 52 26,171 3,947 15.1 1.1 97.9 97.9 98.3 98.3

Total operating portfolio—unconsolidated 1,248 255,250 87,214 34.2 25.1 95.9 95.5 96.4 96.1

Total

Americas 2,124 352,221 271,995 77.2 78.3 96.7 96.8 97.0 97.0

Europe 660 154,084 67,158 43.6 19.3 94.9 94.0 95.5 94.6

Asia 69 30,669 8,445 27.5 2.4 95.8 90.2 96.1 90.4

Total operating portfolio—ow ned and managed 2,853 536,974 347,598 64.7 100.0 96.1 96.1 96.5 96.4

Value added properties—consolidated 2 558 558 100.0 34.8 34.8 34.8 34.8

Value added properties—unconsolidated 30 5,450 1,963 36.0 50.1 51.2 54.2 56.0

Total ow ned and managed 2,885 542,982 350,119 64.5 95.6 95.8 96.0 96.1

F o urth Quarter N OI Gro ss B o o k Value

Owned and P ro lo gis Share (A ) % o f Owned and P ro lo gis Share % o f

Managed Total Managed Total

$ % $ %

Consolidated

Americas $265,474 $243,166 91.6 64.9 $17,566,666 $16,163,184 92.0 66.7

Europe 9,780 9,780 100.0 2.6 651,467 651,467 100.0 2.7

Asia 3,685 3,685 100.0 1.0 400,000 400,000 100.0 1.6

Total operating portfolio—consolidated $278,939 $256,631 92.0 68.5 $18,618,133 $17,214,651 92.5 71.0

Unconsolidated

Americas $111,347 $33,950 30.5 9.1 $6,697,092 $1,963,361 29.3 8.1

Europe 192,660 75,448 39.2 20.2 11,578,315 4,511,206 39.0 18.6

Asia 55,970 8,446 15.1 2.2 3,695,614 557,730 15.1 2.3

Total operating portfolio—unconsolidated $359,977 $117,844 32.7 31.5 $21,971,021 $7,032,297 32.0 29.0

Total

Americas $376,821 $277,116 73.5 74.0 $24,263,758 $18,126,545 74.7 74.8

Europe 202,440 85,228 42.1 22.8 12,229,782 5,162,673 42.2 21.3

Asia 59,655 12,131 20.3 3.2 4,095,614 957,730 23.4 3.9

Total operating portfolio—ow ned and managed $638,916 $374,475 58.6 100.0 $40,589,154 $24,246,948 59.7 100.0

Value added properties—consolidated (37) (37) 100.0 17,319 17,319 100.0

Value added properties—unconsolidated 3,257 1,150 35.3 325,292 114,281 35.1

Total ow ned and managed $642,136 $375,588 58.5 $40,931,765 $24,378,548 59.6

(A) Prologis share of NOI for the properties that were contributed to or acquired from the co-investment ventures is included at our actual share prior to and subsequent to the change in ownership.

Copyright © 2015 Prologis

21


LOGO

 

Operations Overview

Customer Information – Owned and Managed

(square feet and dollars in thousands)

Supplemental 4Q 2014

Top Customers

% of Net Total

Effective Rent Square Feet

1

 

DHL 2.1 10,031

2

 

Kuehne + Nagel 1.4 6,299

3

 

CEVA Logistics 1.4 7,125

4

 

Geodis 1.2 6,273

5

 

Amazon.com 1.0 4,440

6

 

Nippon Express Group 0.9 2,818

7

 

Home Depot 0.9 4,177

8

 

United States Government 0.8 1,417

9 Wal-Mart Stores 0.8 5,072

10 Tesco 0.7 3,118

Top 10 Customers 11.2 50,770

11 FedEx Corporation 0.7 2,488

12 DB Schenker 0.7 3,458

13 PepsiCo 0.6 3,939

14 Hitachi 0.6 1,872

15 Ingram Micro 0.5 2,959

16 Bayerische Motoren Werke AG (BMW) 0.5 2,273

17 Panalpina 0.5 2,031

18 ND Logistics 0.5 2,990

19 La Poste 0.4 1,619

20 UPS 0.4 2,545

21 LG 0.4 2,707

22 Schneider Electric 0.4 1,487

23 UTi 0.4 2,093

24 Con-Way (Menlo Worldw ide Logistics) 0.4 2,586

25 Cal Cartage / Brookvale 0.4 1,231

Top 25 Customers 18.6 87,048

Lease Expirations—Operating Portfolio—Ow ned and Managed

Year Occupied Net Effective Rent

Sq Ft $ % of Total $ Per Sq Ft

2015 78,696 $ 389,990 14.9 4.96

2016 103,315 494,917 18.9 4.79

2017 95,878 485,008 18.5 5.06

2018 66,838 346,815 13.2 5.19

2019 51,874 276,437 10.5 5.33

Thereafter 109,691 629,002 24.0 5.74

506,292 $ 2,622,169 100.0 5.18

Month to month 9,975

Total 516,267

Lease Expirations—Operating Portfolio—Prologis Share

Occupied Net Effective Rent

Year Sq Ft $ % of Total $ Per Sq Ft

2015 52,210 $ 240,309 15.4 4.60

2016 66,444 292,876 18.7 4.41

2017 61,836 289,789 18.5 4.69

2018 42,957 210,100 13.4 4.89

2019 36,355 176,661 11.3 4.86

Thereafter 67,040 353,612 22.7 5.28

326,842 $ 1,563,347 100.0 4.79

Month to month 7,212

Total 334,054

Copyright © 2015 Prologis

22


LOGO

 

Capital Deployment

Overview – Owned and Managed

(in millions)

Supplemental 4Q 2014

Development Starts (TEI)

$2,500

$2,034

$2,000

$1,771

$1,553

$1,500

$1,017

$1,000

$500

$-

2011 2012 2013 2014

Development Stabilizations

$2,000

$1,600

$1,401

$1,200 $1,105

$800 $772

$400 $280

$-

2011 2012 2013 2014

Value Creation $26 $184 $426 $255

Building Acquisitions

$1,600 $1,543

$1,200 $1,053

$800

$544

$400 $311

$-

2011 2012 2013 2014

Land Portfolio

$2,500

$2,040

$2,000 $1,894

$1,797

$1,585

$1,500

$1,000

$500

$-

12/31/2011 12/31/2012 12/31/2013 12/31/2014

Copyright © 2015 Prologis

23


LOGO

 

Capital Deployment

Value Creation from Development Stabilization

(square feet and dollars in thousands)

Supplemental 4Q 2014

Q4 2014 FY 2014

TEI TEI

Leased % at Ow ned and Prologis Prologis Leased % at Ow ned and Prologis Prologis

Square Feet Start Managed Share ($) Share (%) Square Feet Start Managed Share ($) Share (%)

Americas

U.S.

Central 1,791 100.0 $ 76,090 $ 76,090 100.0 5,434 82.8 $ 226,301 $ 226,301 100.0

East 135 100.0 15,072 15,072 100.0 1,461 90.4 165,834 162,606 98.1

Northw est — ——348 30.7 29,985 29,985 100.0

Southw est 427 0.0 24,644 24,644 100.0 2,040 16.0 125,167 125,167 100.0

Canada 378 0.0 38,810 38,810 100.0 378 0.0 38,810 38,810 100.0

Mexico — ——1,141 0.0 71,844 63,374 88.2

Brazil 577 0.0 48,137 12,034 25.0 1,242 0.0 109,568 34,840 31.8

Americas total 3,308 58.2 202,753 166,650 82.2 12,044 51.9 767,509 681,083 88.7

Europe

Northern — ——120 100.0 9,590 3,048 31.8

Southern — ——1,192 81.6 70,750 54,804 77.5

Central 81 100.0 6,462 6,462 100.0 966 75.3 61,079 61,079 100.0

United Kingdom 227 0.0 21,364 21,364 100.0 563 59.7 61,151 61,151 100.0

Europe total 308 26.3 27,826 27,826 100.0 2,841 75.9 202,570 180,082 88.9

Asia

Japan — ——619 27.0 79,145 79,145 100.0

China 358 0.0 16,868 7,235 42.9 1,018 44.4 54,189 12,833 23.7

Singapore — ——17 100.0 2,048 2,048 100.0

Asia total 358 0.0 16,868 7,235 42.9 1,654 38.4 135,382 94,026 69.5

Total 3,974 50.5 $ 247,447 $ 201,711 81.5 16,539 54.7 $ 1,105,461 $ 955,191 86.4

Weighted average estimated stabilized yield 8.0% 7.7%

Pro forma NOI $19,831 $84,661

Weighted average estimated cap rate at stabilization 6.5% 6.2%

Estimated value creation $55,414 $254,524

Estimated development margin 22.4% 23.0%

Prologis share of estimated value creation ($) $46,138 $235,784

Prologis share of estimated value creation (%) 83.3% 92.6%

Copyright © 2015 Prologis

24


LOGO

 

Capital Deployment

Development Starts

(square feet and dollars in thousands)

Supplemental 4Q 2014

Q4 2014 FY 2014

TEI TEI

Leased % at Owned and Prologis Prologis Leased % at Owned and Prologis Prologis

Square Feet Start Managed Share ($) Share (%) Square Feet Start Managed Share ($) Share (%)

Americas

U.S.

Central 671 100.0 $ 37,123 $ 37,123 100.0 2,454 41.3 $ 136,690 $ 136,690 100.0

East 1,404 50.9 72,501 72,501 100.0 4,833 58.5 255,694 255,694 100.0

Northwest 1,001 0.0 63,614 63,614 100.0 1,708 6.3 113,947 113,947 100.0

Southwest 186 0.0 16,231 16,231 100.0 1,327 0.0 91,365 91,365 100.0

Canada 483 0.0 43,110 43,110 100.0 637 0.0 56,401 56,401 100.0

Mexico 376 0.0 23,219 16,780 72.3 1,802 27.8 116,579 110,140 94.5

Brazil 1,071 100.0 74,018 37,009 50.0 1,071 100.0 74,018 37,009 50.0

Americas total 5,192 47.3 329,816 286,368 86.8 13,832 39.9 844,694 801,246 94.9

Europe

Northern 564 100.0 35,034 35,034 100.0 1,299 63.9 90,072 85,118 94.5

Southern 532 100.0 40,102 40,102 100.0 671 100.0 56,836 56,836 100.0

Central 811 100.0 49,057 49,057 100.0 2,076 53.4 132,637 132,637 100.0

United Kingdom (A) 1,028 56.7 150,864 123,980 82.2 1,732 46.6 264,663 237,779 89.8

Europe total 2,935 84.8 275,057 248,173 90.2 5,778 59.1 544,208 512,370 94.1

Asia

Japan 624 0.0 86,182 86,182 100.0 3,100 9.1 448,700 448,700 100.0

China 486 0.0 34,107 5,116 15.0 3,251 12.8 195,932 29,390 15.0

Singapore — — — — —

Asia total 1,110 0.0 120,289 91,298 75.9 6,351 11.0 644,632 478,090 74.2

Total 9,237 53.6 $ 725,162 $ 625,839 86.3 25,961 37.1 $ 2,033,534 $ 1,791,706 88.1

Weighted average estimated stabilized yield 7.3% 7.2%

Pro forma NOI $52,896 $146,932

Weighted average estimated cap rate at stabilization 6.0% 6.0%

Estimated value creation $151,931 $405,998

Estimated development margin 21.0% 20.0%

Prologis share of estimated value creation ($) $121,707 $347,463 85.6%

Prologis share of estimated value creation (%) 80.1% 85.6%

% BTS (based on Prologis share) 49.6% 32.6%

(A) In the fourth quarter of 2014, we entered into a development joint venture with one other investor. This venture is not considered a co-investment venture but we are developing the project and therefore it has been included in the fourth quarter and 2014 development information.

Copyright © 2015 Prologis

25


LOGO

 

Capital Deployment

Development Portfolio

(square feet and dollars in thousands)

Supplemental 4Q 2014

Under Development

2015 2016 and Thereafter

Pre-Stabilized Developments Expected Completion Expected Completion Total Development Portfolio

TEI TEI TEI TEI

Leased Owned and Prologis Owned and Prologis Owned and Prologis Leased Owned and Prologis Prologis

Sq Ft % Managed Share Sq Ft Managed Share Sq Ft Managed Share Sq Ft % Managed Share ($) Share (%)

Americas

U.S.

Central 1,002 29.3 $52,143 $52,143 1,597 $93,471 $93,471—$—$—2,599 47.9 $145,614 $145,614 100.0

East 1,817 24.7 174,971 174,971 4,948 264,275 264,275 ——6,765 49.9 439,246 439,246 100.0

Northwest 402 100.0 22,548 22,548 1,602 101,763 101,763 ——2,004 33.1 124,311 124,311 100.0

Southwest 809 0.0 52,265 52,265 1,473 106,095 106,095 ——2,282 56.0 158,360 158,360 100.0

Canada 532 0.0 54,836 54,836 637 55,973 55,973 ——1,169 0.0 110,809 110,809 100.0

Mexico 640 34.6 41,098 41,098 1,964 124,719 118,280 ——2,604 27.7 165,817 159,378 96.1

Brazil 962 45.4 80,595 26,699 ——1,071 74,018 37,009 2,033 74.2 154,613 63,708 41.2

Americas total 6,164 29.2 478,456 424,560 12,221 746,296 739,857 1,071 74,018 37,009 19,456 45.2 1,298,770 1,201,426 92.5

Europe

Northern 242 0.0 24,215 19,921 1,222 80,851 80,851 ——1,464 56.7 105,066 100,772 95.9

Southern — — 1,281 99,581 90,589 ——1,281 100.0 99,581 90,589 91.0

Central 486 79.5 28,292 28,292 1,387 83,089 83,089 ——1,873 69.0 111,381 111,381 100.0

United Kingdom (A) 449 0.0 72,039 72,039 2,586 352,172 325,289 ——3,035 59.3 424,211 397,328 93.7

Europe total 1,177 32.8 124,546 120,252 6,476 615,693 579,818 ——7,653 68.0 740,239 700,070 94.6

Asia

Japan 1,147 80.4 118,398 118,398 3,123 383,755 383,755 1,769 244,975 244,975 6,039 31.6 747,128 747,128 100.0

China 202 0.0 10,621 1,593 4,822 295,946 44,392 1,811 107,732 16,160 6,835 6.9 414,299 62,145 15.0

Singapore — — — — — — — -

Asia total 1,349 68.4 129,019 119,991 7,945 679,701 428,147 3,580 352,707 261,135 12,874 18.4 1,161,427 809,273 69.7

Total 8,690 35.8 $732,021 $664,803 26,642 $2,041,690 $1,747,822 4,651 $426,725 $298,144 39,983 40.9 $3,200,436 $2,710,769 84.7

Cost to complete $ 76,369 $ 68,246 $ 896,386 $ 782,978 $ 328,942 $ 236,156 $ 1,301,697 $ 1,087,380

Percent build to suit (based on Prologis share) 0.0% 41.1% 12.4% 27.8%

Weighted average estimated stabilized yield

Americas 7.5% 7.0% 12.4% 7.5%

Europe 8.0% 7.0%—7.2%

Asia 7.0% 6.9% 6.7% 6.9%

Total 7.5% 7.0% 7.7% 7.2%

Pro forma NOI $ 230,407

Weighted average estimated cap rate at stabilization 5.8%

Estimated value creation $ 717,943

Estimated development margin 22.4%

Prologis share of estimated value creation $ 681,960

Prologis share of estimated value creation 95.0%

(A) In the fourth quarter of 2014, we entered into a development joint venture with one other investor. This venture is not considered a co-investment venture but we are developing the project and therefore it has been included in the fourth quarter and 2014 development information.

Copyright © 2015 Prologis

26


LOGO

 

Capital Deployment

Third Party Building Acquisitions and Equity Invested in Co-Investment Ventures

(square feet and dollars in thousands)

Supplemental 4Q 2014

Q4 2014 FY 2014

Owned and Prologis Share of Prologis Share of Owned and Prologis Share of Prologis Share of

Square Prologis Share Prologis Share

Managed Acquisition Acquisition Square Feet Managed Acquisition Acquisition

Feet of Square Feet of Square Feet

Acquisition Cost Cost ($) Cost (%) Acquisition Cost Cost ($) Cost (%)

Third Party Building Acquisitions

Americas

Prologis wholly owned — ——1,004 1,004 $ 84,595 $ 84,595 100.0

Prologis Targeted U.S. Logistics Fund 488 118 72,010 17,521 24.3 2,980 745 236,476 58,871 24.9

FIBRA Prologis — ——57 26 2,805 1,262 45.0

Total Americas 488 118 72,010 17,521 24.3 4,041 1,775 323,876 144,728 44.7

Europe

Prologis Targeted Europe Logistics Fund — ——1,166 505 171,320 74,148 43.3

Prologis European Properties Fund II 859 266 47,628 14,807 31.1 6,056 1,892 424,772 132,790 31.3

Prologis Europe Logistics Venture 1 — ——180 27 10,305 1,546 15.0

Prologis European Logistics Partners 457 229 31,736 15,868 50.0 6,486 3,244 612,407 306,204 50.0

Total Europe 1,316 495 79,364 30,675 38.7 13,888 5,668 1,218,804 514,688 42.2

Asia — — — — —

Total Third Party Building Acquisitions 1,804 613 $ 151,374 $ 48,196 31.8 17,929 7,443 $ 1,542,680 $ 659,416 42.7

Weighted average stabilized cap rate 6.5% 6.4%

Q4 2014 FY 2014

Ownership Ownership

Before After Total Equity Invested Before After Total Equity Invested

Equity Invested in Co-Investment Ventures

Prologis North American Industrial Fund 63.3% 66.1% $ 46,834 23.1% 66.1% $ 678,970

Total Equity Invested in Co-Investment Ventures $ 46,834 $ 678,970

(A) We began consolidating this venture in the fourth quarter. See notes and definitions for further explanations.

Copyright © 2015 Prologis

27


LOGO

 

Capital Deployment

Dispositions and Contributions

(square feet and dollars in thousands)

Supplemental 4Q 2014

Q4 2014 FY 2014

Prologis Owned and Prologis Share of Prologis Owned and Prologis Share of

Square Prologis Share Square Prologis Share

Share of Managed Total Proceeds Share of Managed Total Proceeds

Feet of Proceeds ($) Feet of Proceeds ($)

Square Feet Proceeds (%) (A) Square Feet Proceeds (%) (A)

Third Party Building Dispositions

Americas

Prologis wholly owned 5,193 5,193 $ 361,917 $ 361,917 100.0 17,830 17,830 $ 938,974 $ 938,974 100.0

Prologis AMS (B) — ——748 288 64,501 24,868 38.6

Prologis Targeted U.S. Logistics Fund 314 76 78,650 19,136 24.3 1,022 258 130,966 32,614 24.9

Prologis North American Industrial Fund — ——838 325 42,720 16,709 39.1

Total Americas 5,507 5,269 440,567 381,053 86.5 20,438 18,701 1,177,161 1,013,165 86.1

Europe

Prologis Targeted Europe Logistics Fund 137 59 59,697 25,777 43.2 170 73 63,852 27,579 43.2

Prologis European Logistics Partners — ——594 297 56,925 28,462 50.0

Total Europe 137 59 59,697 25,777 43.2 764 370 120,777 56,041 46.4

Asia

Prologis wholly owned — ——1,278 1,278 183,310 183,310 100.0

Total Asia — ——1,278 1,278 183,310 183,310 100.0

Total Third Party Building Dispositions 5,644 5,328 $ 500,264 $ 406,830 81.3 22,480 20,349 $ 1,481,248 $ 1,252,516 84.6

Building Contributions to Co-Investment Ventures

Americas

Prologis U.S. Logistics Venture (B) — $—$ — 12,797 12,797 $ 1,008,310 $ 453,366 45.0

FIBRA Prologis (C)—wholly owned 924 924 66,600 36,051 54.1 924 924 66,600 36,051 54.1

FIBRA Prologis (C)—Mexico Fondo Logistico 635 635 40,400 4,374 10.8 635 635 40,400 4,374 10.8

Total Americas 1,559 1,559 107,000 40,425 37.8 14,356 14,356 1,115,310 493,791 44.3

Europe

Prologis Targeted Europe Logistics Fund 494 494 76,915 43,703 56.8 661 661 103,172 58,575 56.8

ProLogis European Properties Fund II 389 389 29,257 20,161 68.9 389 389 29,257 20,161 68.9

Total Europe 883 883 106,172 63,864 60.2 1,050 1,050 132,429 78,736 59.5

Asia

Nippon Prologis REIT — ——2,390 2,390 442,554 376,171 85.0

Total Asia — ——2,390 2,390 442,554 376,171 85.0

Total Contributions to Co-Investment Ventures 2,442 2,442 $ 213,172 $ 104,289 48.9 17,796 17,796 $ 1,690,293 $ 948,698 56.1

Total Building Dispositions and Contributions 8,086 7,770 $ 713,436 $ 511,119 71.6 40,276 38,145 $ 3,171,541 $ 2,201,214 69.4

Land dispositions 22,825 22,825 100.0 121,283 120,553 99.4

Other real estate dispositions 9,717 9,717 100.0 56,230 56,230 100.0

Grand Total Dispositions and Contributions $ 745,978 $ 543,661 72.9 $ 3,349,054 $ 2,377,997 71.0

Weighted average stabilized cap rate on building dispositions and contributions 5.9% 6.2%

(A) For contributions, this amount reflects cash proceeds to Prologis, net of units received for partial consideration. (B) This is a consolidated co-investment venture.

(C) In June 2014, we completed the initial public offering for FIBRA Prologis, a Mexican real estate investment trust, on the Mexican Stock Exchange. We received equity units of FIBRA Prologis in exchange for our investment in 177 properties aggregating 29.7 million square feet. The portfolio of properties was purchased by FIBRA Prologis from us and two of our co-investment ventures (Prologis Mexico Fondo Logistico, a consolidated venture, and Prologis Mexico Industrial Fund, an unconsolidated venture).

Copyright © 2015 Prologis

28


LOGO

 

Capital Deployment

Land Portfolio – Owned and Managed

(square feet and dollars in thousands)

Supplemental 4Q 2014

Land by Market Acres Current Book Value

Pro lo g is Share Pro lo g is Share % o f

Owned and Estimated Build Owned and

Managed Acres ( %) Out (sq ft) Managed ( $) ( %) Total

Global markets

U.S.

Atlanta 473 473 100.0 6,619 $ 23,071 $ 23,071 100.0 1.4

Baltimore/Washington 39 39 100.0 400 1,567 1,567 100.0 0.1

Central Valley 1,025 1,025 100.0 19,560 54,016 54,016 100.0 3.3

Central & Eastern PA 188 188 100.0 2,474 26,079 26,079 100.0 1.6

Chicago 510 510 100.0 9,479 38,791 38,791 100.0 2.4

Dallas/Ft. Worth 552 552 100.0 9,156 46,451 46,451 100.0 2.8

Houston 70 70 100.0 1,112 8,636 8,636 100.0 0.5

New Jersey/New York City 148 148 100.0 2,356 66,964 66,964 100.0 4.1

San Francisco Bay Area 66 66 100.0 1,248 21,372 21,372 100.0 1.3

South Florida 316 316 100.0 5,629 158,140 158,140 100.0 9.7

Southern California 660 660 100.0 12,993 116,844 116,844 100.0 7.1

Canada 171 171 100.0 3,281 49,686 49,686 100.0 3.0

Mexico

Guadalajara 50 50 100.0 1,066 11,615 11,615 100.0 0.7

Mexico City 301 301 100.0 5,661 112,503 112,503 100.0 6.9

Monterrey 172 166 96.7 2,868 32,225 31,559 97.9 1.9

Brazil 565 215 38.1 9,452 147,272 61,807 42.0 3.8

Americas total 5,306 4,950 93.3 93,354 915,232 829,101 90.6 50.6

Belgium 27 27 100.0 526 9,534 9,534 100.0 0.6

Czech Republic 217 217 100.0 3,504 42,074 42,074 100.0 2.6

France 449 397 88.4 8,398 78,831 70,735 89.7 4.3

Germany 58 58 100.0 1,161 13,540 13,540 100.0 0.8

Italy 107 87 81.2 2,451 30,084 21,681 72.1 1.3

Netherlands 56 56 100.0 1,538 47,789 47,789 100.0 2.9

Poland 634 634 100.0 12,215 74,576 74,576 100.0 4.6

Spain 137 118 86.4 2,871 26,354 21,430 81.3 1.3

United Kingdom 609 609 100.0 9,401 211,340 211,340 100.0 12.9

Europe total 2,294 2,203 96.0 42,065 534,122 512,699 96.0 31.3

China 178 43 24.2 4,933 64,647 14,703 22.7 0.9

Japan 53 53 100.0 2,423 90,462 90,462 100.0 5.5

Asia total 231 96 41.6 7,356 155,109 105,165 67.8 6.4

Total global markets 7,831 7,249 92.6 142,775 1,604,463 1,446,965 90.2 88.3

Regional markets ( A )

Hungary 335 335 100.0 5,604 35,348 35,348 100.0 2.2

Orlando 122 122 100.0 1,768 27,055 27,055 100.0 1.7

Juarez 137 137 100.0 2,692 13,864 13,864 100.0 0.8

Slovakia 97 84 86.5 2,121 15,525 13,820 89.0 0.8

Reynosa 196 196 100.0 3,460 12,221 12,221 100.0 0.7

Remaining other regional (11 markets) 571 571 100.0 9,717 38,699 38,699 100.0 2.4

Total regional market s 1,458 1,445 99.1 25,362 142,712 141,007 98.8 8.6

Total other markets (6 markets) 519 519 100.0 8,651 50,193 50,193 100.0 3.1

Total land portfolio—owned and managed 9,808 9,213 93.9 176,788 $ 1,797,368 $ 1,638,165 91.1 100.0

Original Cost Basis $ 2,560,058 $ 2,399,874

(A) Selected and ordered by our share of current book value.

Copyright © 2015 Prologis

29


LOGO

 

Capital Deployment

Land Portfolio – Summary and Roll Forward

(dollars in thousands)

Supplemental 4Q 2014

Acres Current Book Value

Owned and Prologis % of Owned and Prologis % of

Land Portfolio Summary Managed Share Total Managed Share Total

Americas

U.S.

Central 1,424 1,424 15.4 $ 106,904 $ 106,904 6.5

East 1,688 1,688 18.3 333,737 333,737 20.4

Northw est 1,244 1,244 13.5 86,070 86,070 5.3

Southw est 752 752 8.2 125,778 125,778 7.7

Canada 171 171 1.9 49,686 49,686 3.0

Mexico 890 884 9.6 188,151 187,485 11.4

Brazil 565 215 2.3 147,272 61,807 3.8

Total Americas 6,734 6,378 69.2 1,037,598 951,467 58.1

Europe

Central 1,372 1,359 14.8 174,011 172,306 10.5

Northern 169 169 1.8 84,041 84,041 5.1

Southern 693 602 6.5 135,269 113,846 7.0

United Kingdom 609 609 6.6 211,340 211,340 12.9

Total Europe 2,843 2,739 29.7 604,661 581,533 35.5

Asia

China 178 43 0.5 64,647 14,703 0.9

Japan 53 53 0.6 90,462 90,462 5.5

Total Asia 231 96 1.1 155,109 105,165 6.4

Total land portfolio—owned and managed 9,808 9,213 100.0 $ 1,797,368 $ 1,638,165 100.0

Estimated Build Out (in TEI) $ 10,700,000

Land Roll Forward—Owned and Managed Americas Europe Asia Total

As of September 30, 2014 $ 981,122 $ 666,867 $ 126,218 $ 1,774,207

Acquisitions 100,692 17,371 59,980 178,043

Dispositions (14,893) (5,349)—(20,242)

Development starts (40,869) (59,252) (28,500) (128,621)

Infrastructure costs 31,994 10,356 3,862 46,212

Effect of changes in foreign exchange rates and other (20,448) (25,332) (6,451) (52,231)

As of December 31, 2014 $ 1,037,598 $ 604,661 $ 155,109 $ 1,797,368

Copyright © 2015 Prologis

30


LOGO

 

Capitalization

Overview

Supplemental 4Q 2014

Assets Under Management

(in millions)

$32,918 $52,843 $52,843 $22,078

$60,000

Investment Capacity

$3,017

$50,000 Asia

12.4%

Investors’ share Europe

$40,000 of ventures

AUM Strategic 25.1%

Capital $29,757 $16,908

$30,000 Prologis share

Debt of ventures Americas Other

$10,840 $9,832 62.5% Yen 2.0%

1.5%

$20,000 Total

Enterprise Euro (A)

Direct owned Value 7.2%

and other

Equity $32,918

$23,086

$22,078 U.S. Dollar

$10,000 89.3%

$-

Total Enterprise Value Assets Under Management

Total AUM by Division

Net Equity

Unencumbered Assets-Prologis Share

(in billions)

CIP and Other

Land $3.2 $0.5

Operating Properties $18.1

Secured & Unsecured Debt-Prologis Share

Secured 27%

Unsecured 73%

Fixed vs. Floating Debt-Prologis Share

Floating

5%

Fixed

95%

Debt Metrics (B)

Debt as % of gross real estate assets

Secured debt as % of gross real estate assets

Unencumbered gross real estate assets to unsecured debt

Fixed charge coverage ratio

Fixed charge coverage ratio, including development gains

Debt/Adjusted EBITDA

Debt/Adjusted EBITDA, including development gains

Debt/Adjusted EBITDA (adjusted for development)

2014

Fourth Quarter

36.5%

10.2%

276.5%

3.30x

3.68x

6.84x

6.13x

5.75x

2014

Third Quarter

38.4x

10.4x

255.7x

3.42x

4.01x

7.21x

6.15x

6.08x

Investment Ratings at December 31, 2014 (C)

Moody’s

Standard & Poor’s

Baa1 (Outlook Stable)

BBB+ (Outlook Stable)

This includes the currencies in Europe in which we operate, predominately Euro and GBP.

These calculations are included in the Notes and Definitions section, and are not calculated in accordance with the applicable SEC rules.

A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time by the rating organization.

31

Copyright © 2015 Prologis


LOGO

 

Capitalization

Debt Summary

(dollars in millions)

Supplemental 4Q 2014

Prologis Unsecured Prologis Share

Credit Wtd. Avg.

Other Secured Consolidated Total Unconsolidated

Senior Exchangeable Facilities Total Total % Maturing Interest

(A) Mortgage Entities Consolidated Entities (A) ($)

Maturity (A) Rate (B)

2015 $—$460 $—$1 $24 $485 $114 $599 $608 $1,207 $713 6.6 3.3%

2016 ——1 294 295 446 741 1,007 1,748 940 8.8 3.8%

2017 377 — 1 156 534 206 740 330 1,070 801 7.5 4.3%

2018 262 — 1 111 374 166 540 1,414 1,954 874 8.1 3.6%

2019 693 — 232 285 1,210 1 1,211 744 1,955 1,431 13.3 4.0%

2020 1,096 — 1 6 1,103 189 1,292 766 2,058 1,419 13.2 3.2%

2021 500 — 342 11 853 1 854 973 1,827 1,096 10.2 3.0%

2022 850 — 1 7 858 1 859 553 1,412 1,013 9.4 3.1%

2023 850 — 1 7 858 1 859 116 975 876 8.1 4.2%

2024 850 — 1 129 980 1 981 25 1,006 984 9.1 3.9%

2025 ——1—1 1 2—2 2—4.9%

Thereafter 607 — 6—613 2 615—615 614 5.7 3.0%

Subtotal 6,085 460—589 1,030 8,164 1,129 9,293 6,536 15,829 10,763 100.0

Unamortized net premiums (discounts) (8) (3) — 20 9 78 87 40 127 77

Subtotal 6,077 457—589 1,050 8,173 1,207 9,380 6,576 15,956 $ 10,840 3.6%

Third party share of debt — — — (410) (410) (4,706) (5,116)

Prologis share of debt $6,077 $457 $0 $589 $1,050 $8,173 $797 $8,970 $1,870 $10,840

Prologis share o f debt by local currency (C )

Dollars $2,978 $457 $—$16 $1,037 $4,488 $795 $5,283 $838 $6,121

Euro 3,015 — 231 13 3,259 2 3,261 540 3,801

GBP — — — — 272 272

Yen 84 — 342—426—426 205 631

Other — — — — 15 15

Prologis share of debt $6,077 $457 $0 $589 $1,050 $8,173 $797 $8,970 $1,870 $10,840

Weighted average GAAP interest rate (D) 3.6% 3.3%—1.4% 6.1% 3.7% 2.5% 3.6% 3.4% 3.6%

Weighted average remaining maturity in years 6.9 0.2—5.7 4.0 6.1 2.7 5.8 3.9 5.5

Prologis Share Wtd Avg

Near Term Maturities of Debt Interest Rate

Q1 2015 $481 3.2%

Q2 2015 72 4.6%

Q3 2015 99 2.7%

Q4 2015 61 4.0%

Total next 12 months $713 3.3%

Liquidity

Aggregate lender commitments- credit facilities

Less: $2,742

Borrow ings outstanding -

Outstanding letters of credit 35

Current availability- credit facilities $2,707

Multi-currency term loan net availability 376

Unrestricted cash 351 Total liquidity $3,434

(A) For any balances outstanding, the maturity date for the global senior credit facility, multi-currency term loan (Prologis share $231.0 million) and certain unconsolidated entity debt (Prologis share $215.1 million) is reflected at the extended maturity date if the extension is at the entity’s option. (B) 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) We hedge the net assets of certain international subsidiaries using foreign currency forward contracts, including net investment hedges, to offset economic exposure by locking in forward exchange rates. As of December 31, 2014 we had contracts with a notional amount of €479.0 million ($620.0 million), ¥24.1 billion ($250.0 million) and £237.8 million ($400.0 million), scheduled to mature in 2015 through 2018.

(D) Interest rate is based on the effective rate and weighted based on borrowings outstanding. Copyright © 2015 Prologis

32


LOGO

 

Capitalization

Debt Covenants and Other Metrics

(dollars in thousands)

Supplemental 4Q 2014

Covenants as of December 31, 2014 (A)

Indenture (B) Global Line

Covenant Actual Covenant Actual

Leverage ratio <60% 32.4% <60% 32.0%

Fixed charge coverage ratio >1.5x 4.56x >1.5x 4.21x

Secured debt leverage ratio <40% 7.5% <40% 7.7%

Unencumbered asset to unsecured debt ratio >150% 338.8% N/A N/A

Unencumbered debt service coverage ratio N/A N/A >150% 595.0%

Encumbrances as of December 31, 2014

Unencumbered Encumbered Total

Consolidated operating properties $ 14,111,131 $ 4,524,321 $ 18,635,452

Consolidated development portfolio and land 3,036,744 15,022 3,051,766

Consolidated other investments in real estate and assets held for sale 532,421 14,440 546,861

Total consolidated 17,680,296 4,553,783 22,234,079

Less: third party share of investments in real estate 758,957 680,621 1,439,578

Total consolidated—Prologis share 16,921,339 3,873,162 20,794,501

Unconsolidated operating properties—Prologis share 4,789,075 2,357,503 7,146,578

Unconsolidated development portfolio and land—Prologis share 152,228 6,524 158,752

Gross real estate assets—Prologis share $ 21,862,642 $ 6,237,189 $ 28,099,831

Secured and Unsecured Debt as of December 31, 2014

Unsecured Secured

Debt Mortgage Debt Total

Prologis debt $ 7,133,843 $ 1,030,216 $ 8,164,059

Consolidated entities debt—1,129,308 1,129,308

Our share of unconsolidated entities debt 772,193 1,081,127 1,853,320

Total debt—at par 7,906,036 3,240,651 11,146,687

Less: third party share of consolidated debt—(383,455) (383,455)

Total Prologis share of debt—at par 7,906,036 2,857,196 10,763,232

Premium (discount)—consolidated (11,341) 98,173 86,832

Less: third party share of consolidated debt discount (premium)—(26,342) (26,342)

Our share of premium (discount)—unconsolidated—16,527 16,527

Total Prologis share of debt, net of premium (discount) $ 7,894,695 $ 2,945,554 $ 10,840,249

(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.

Copyright © 2015 Prologis

33


LOGO

 

Net Asset Value

Components

(in thousands, except for percentages and per square foot)

Supplemental 4Q 2014

Operating

Square Feet Gross Book Value GBV per Sq Ft Fourth Quarter Adjusted Cash NOI (Actual) Fourth Quarter Adjusted Cash NOI (ProForma) Annualized Adjusted Cash NOI Percent Occupied

CONSOLIDATED OPERATING PORT FOLIO (Prologis Share)

Prologis interest in consolidated operating portfolio

Americas 244,800 $ 16,163,184 $66 $252,625 $252,625 $1,010,500 96.9%

Europe 11,086 651,467 59 10,558 10,558 42,232 88.8%

Asia 4,498 400,000 89 3,383 3,383 13,532 83.4%

Proforma adjustment for mid-quarter acquisitions/development completions 658 2,632

Prologis share of consolidated operating portfolio 260,384 $17,214,651 $66 $266,566 $267,224 $1,068,896 96.3 %

UNCONSOLIDATED OPERATING PORTFOLIO (Prologis Share)

Prologis interest in unconsolidated operating portfolio

Americas 27,195 $1,963,361 $72 $33,502 $33,502 $134,008 96.1%

Europe 56,072 4,511,206 80 78,754 78,754 315,016 95.1%

Asia 3,947 557,730 141 8,475 8,475 33,900 97.9%

Pro forma adjustment for mid-quarter acquisitions/development completions 519 2,076

Prologis share of unconsolidated operating portfolio 87,214 $7,032,297 $81 $120,731 $121,250 $485,000 95.5%

Total operating portfolio 347,598 $24,246,948 $70 $387,297 $388,474 $1,553,896 96.1%

Development

Investment Annualized Pro Percent

Square Feet Balance TEI TEI per Sq Ft Forma NOI Occupied

CONSOLIDATED (Prologis Share)

Prestabilized

Americas 5,201 $ 338,817 $ 397,862 $ 76 $ 27,373 20.9%

Europe 1,099 96,737 118,315 108 9,472 31.5%

Asia 1,147 112,428 118,398 103 8,268 46.4%

2 6 . 4 %

Properties under development

Americas 12,055 316,381 734,401 61 51,647

Europe 5,898 319,114 543,941 92 38,138

Asia 4,892 290,503 628,730 129 39,270

Prologis share of consolidated development portfolio 30,292 $1,473,980 $2,541,647 $84 $174,168

UNCONSOLIDATED (Prologis Share)

Prologis interest in unconsolidated development portfolio

Americas 930 $ 29,395 $ 69,163 $ 74 $ 7,755

Europe 314 18,701 37,814 120 2,677

Asia 1,025 33,951 62,145 61 4,835

Prologis share of unconsolidated development portfolio 2,269 $82,047 $169,122 $75 $15,267

Total development portfolio 32,561 $1,556,027 $2,710,769 $83 $189,435

Prologis share of estimated value creation (see Capital Deployment—Development Portfolio) 681,960

Total development portfolio, including estimated value creation $2,237,987

34

Copyright © 2015 Prologis


LOGO

 

Net Asset Value

Components—Continued

(in thousands)

Supplemental 4Q 2014

Balance Sheet and Other Items

As of December 31, 2014

CONSOLIDATED

Other assets

Cash and cash equivalents $ 350,692

Restricted cash 3,186

Deposits, prepaid assets and other tangible assets 677,926

Other real estate investments and assets held for sale 546,861

Prologis share of value added operating properties 131,600

Accounts receivable 103,445

Prologis receivable from unconsolidated co-investment ventures 125,679

Investments in and advances to other unconsolidated joint ventures 158,806

Less: third party share of other assets (136,581)

Total other assets—Prologis share $ 1,961,614

Other liabilities

Accounts payable and other current liabilities $ 627,999

Deferred income taxes 84,943

Value added tax and other tax liabilities 13,615

Tenant security deposits 169,326

Other liabilities 358,542

Less: third party share of other liabilities (43,116)

Total liabilities and noncontrolling interests—Prologis share $ 1,211,309

UNCONSOLIDATED

Prologis share of net assets (liabilities) $ 191,699

Land

Investment Balance

Prologis share of original land basis $ 2,399,874

Current book value of land $ 1,577,786

Less: third party share of the current book value of land (16,326)

Prologis share of book value of land in unconsolidated entities 76,705

Total $ 1,638,165

Strategic Capital / Development Management

Fourth Quarter Annualized

Strategic Capital

Strategic capital income—property and asset management fees $ 37,569 $ 150,276

Strategic capital income—leasing commissions, administrative and other transactional fees (trailing 12 months) 6,588 34,227

Strategic capital expenses (22,054) (88,216)

Strategic capital income, net of expenses, from consolidated co-investment ventures 2,419 9,676

Strategic capital NOI $ 24,522 $ 105,963

Promotes earned in last 12 months, net of cash expenses $ 28,378

Development management income $ 4,694 $ 18,776

Debt (at par) and Preferred Stock

As of December 31, 2014

Prologis debt $ 8,164,059

Consolidated entities debt 1,129,308

Less: third party share of consolidated debt (383,455)

Prologis share of unconsolidated debt 1,853,320

Subtotal debt 10,763,232

Preferred stock 78,235

Total debt and preferred stock $ 10,841,467

Outstanding shares of common stock 509,498

35

Copyright © 2015 Prologis


LOGO

 

Notes and Definitions


LOGO

 

Notes and Definitions Supplemental 4Q 2014

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.

During 2014, we increased our ownership in Prologis North American Industrial Fund (“NAIF”) to 66.1% by acquiring equity units from several partners. As a result, we gained control over NAIF and began consolidating this entity beginning October 20, 2014. We revalued our equity investment in NAIF from its carrying value to the estimated fair value and recognized a gain of $201.3 million. The assets and liabilities of this venture, as well as the activity since the acquisition date, are included in the Consolidated Financial Statements. The allocation of net assets acquired was $2.8 billion in real estate assets, $62.0 million of net other assets, $1.2 billion in debt and $554.5 million for noncontrolling interests. Throughout the supplemental information, we have presented the financial position and activity since the acquisition, net of the third party share, in the consolidated information and any activity prior to the consolidation in the unconsolidated information.

Acquisition cost, as presented for building acquisitions, represents the 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) attributable to common stockholders and removing the effect of interest, income taxes, depreciation and amortization, impairment charges, third party acquisition expenses related to the acquisition of real estate, 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 FFO measures (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 and related amortization). We make adjustments to reflect our economic ownership in each entity, whether consolidated or unconsolidated.

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 include a pro forma adjustment in Adjusted EBITDA to reflect a full period of NOI on the operating properties we acquire, stabilize or dispose of during the quarter assuming the transaction occurred at the beginning of the quarter. By excluding interest expense, Adjusted 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. 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.

Adjusted Cash NOI (Actual). A reconciliation of our rental income and rental expenses included in our Statement of Operations to adjusted cash NOI for the consolidated operating portfolio for purposes of the Net Asset Value calculation is as follows (in thousands):

Rental income $ 402,014 Rental expenses (108,370) NOI 293,644

Net termination fees and adjustments (a) 150

Less: actual NOI for development portfolio and other (13,825)

Less: properties contributed or sold (b) (2,518) Less: third party share of NOI (20,820)

Adjusted NOI for consolidated operating portfolio owned at December 31, 2014 256,631

Straight-lined rents (c) (7,929) Free rent (c) 11,395

Amortization of lease intangibles (c) 6,385 Less: third party share 84

Fourth Quarter Adjusted Cash NOI (Actual) $ 266,566

(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 customer’s rent leveling asset or liability, if any, that has been previously recognized. Removing the net termination fees from rental income allows for the calculation of Adjusted Cash NOI (Pro forma) to include only rental income that is indicative of the property’s recurring operating performance.

(b)

 

The actual NOI for properties that were contributed or sold during the three-month period is removed.

(c) Straight-lined rents, free rent amount, and amortization of lease intangibles (above and below market leases) are removed from rental income for the Operating Portfolio to allow for the calculation of a cash yield.

Adjusted Cash NOI (Pro forma) consists of Adjusted Cash NOI (Actual) for the properties in our Operating Portfolio adjusted to reflect NOI for a full quarter for operating properties that were acquired or stabilized during the quarter. Adjusted Cash NOI (Pro forma) for the properties in our Development Portfolio is based on current Total Expected Investment and an estimated stabilized yield.

Assets Under Management (“AUM”) represents the estimated value of the real estate we own or manage through both our consolidated and unconsolidated entities. We calculate AUM by adding the third party investors’ share of the estimated fair value of the assets in the co-investment ventures to our share of total market capitalization (calculated using the market price of our equity plus our share of total debt).

Copyright © 2015 Prologis

37


LOGO

 

Notes and Definitions (continued) Supplemental 4Q 2014

Calculation of Per Share Amounts is as follows (in thousands, except per share amounts):

Three Months Ended Twelve Months Ended December 31, December 31, 2014 2013 2014 2013

Net earnings Net earnings $ 408,609 $ 59,057 $ 622,235 $ 315,422 Noncontrolling interest attributable to exchangeable partnership units 1,768 144 3,636 1,305

Adjusted net earnings—Diluted $ 410,377 $ 59,201 $ 625,871 $ 316,727

Weighted average common shares outstanding—Basic 501,178 498,104 499,583 486,076

Incremental weighted average effect on exchange of limited partnership units 3,457 1,996 3,501 2,060

Incremental weighted average effect of stock awards 3,261 3,660 3,307 3,410

Weighted average common shares outstanding—Diluted 507,896 503,760 506,391 491,546

Net earnings per share—Basic $ 0.82 $ 0.12 $ 1.25 $ 0.65

Net earnings per share—Diluted $ 0.81 $ 0.12 $ 1.24 $ 0.64

Core FFO Core FFO $ 246,421 $ 215,055 $ 953,147 $ 813,224

Noncontrolling interest attributable to exchangeable limited partnership units 60 144 209 2,828

Interest expense on exchangeable debt assumed exchanged 4,246 4,235 16,984 16,940

Core FFO—Diluted $ 250,727 $ 219,434 $ 970,340 $ 832,992

Weighted average common shares outstanding—Basic 501,178 498,104 499,583 486,076

Incremental weighted average effect on exchange of limited partnership units 1,964 1,996 1,964 3,411

Incremental weighted average effect of stock awards 3,261 3,660 3,307 3,410

Incremental weighted average effect on exchangeable debt assumed exchanged 11,879 11,879 11,879 11,879

Weighted average common shares outstanding—Diluted 518,282 515,639 516,733 504,776

Core FFO per share—Diluted $ 0.48 $ 0.43 $ 1.88 $ 1.65

Debt Metrics. See below for the detailed calculations for the respective period (dollars in thousands):

Three Months Ended Dec. 31 Sept. 30 2014 2014 Debt as a % of gross real estate assets:

Total Prologis share of debt—at par $ 10,763,232 $ 11,391,310

Less: Prologis share of outstanding foreign currency derivatives (102,080) (65,351)

Less: consolidated cash and cash equivalents (350,692) (311,879)

Add: consolidated cash and cash equivalents—third party share 45,236 1,463

Less: unconsolidated entities cash—Prologis share (111,629) (219,864)

Total Prologis share of debt, net of adjustments $ 10,244,067 $ 10,795,679

Gross real estate assets—Prologis share $ 28,099,831 $ 28,096,726

Debt as a % of gross real estate assets 36.5% 38.4%

Secured debt as a % of gross real estate assets:

Prologis share of secured debt—at par $ 2,857,196 $ 2,931,421

Gross real estate assets—Prologis share $ 28,099,831 $ 28,096,726

Secured debt as a % of gross real estate assets 10.2% 10.4%

Unencumbered gross real estate assets to unsecured debt:

Unencumbered gross real estate assets—Prologis share $ 21,862,642 $ 21,635,220

Prologis share of unsecured debt—at par $ 7,906,036 $ 8,459,889

Unencumbered gross real estate assets to unsecured debt 276.5% 255.7% Fixed Charge Coverage ratio: Adjusted EBITDA $ 367,240 $ 368,011

Pro forma adjustment for mid-quarter activity and NOI from disposed properties (2,043) (1,967)

Adjusted EBITDA, including adjustment for NOI from disposed properties $ 365,197 $ 366,044

Adjusted EBITDA, including adjustment for NOI from disposed properties, annualized (a) $ 1,489,166 $ 1,489,582

Add: Prologis share of gains on dispositions of development properties for the twelve months ended 173,854 257,115

Adjusted EBITDA, including adjustment for NOI from disposed properties

and gains on dispositions, annualized $ 1,663,020 $ 1,746,697 Interest expense $ 74,092 $ 69,086

Amortization and write-off of deferred loan costs (3,669) (3,827)

Amortization of debt premium (discount), net 8,902 2,590

Capitalized interest 16,132 15,021 Preferred stock dividends 1,678 1,670

Third party share of fixed charges from consolidated entities (4,009) (199)

Our share of fixed charges from unconsolidated entities 19,808 24,492

Total fixed charges $ 112,934 $ 108,833 Total fixed charges, annualized $ 451,736 $ 435,332

Fixed charge coverage ratio 3.30x 3.42x Fixed charge coverage ratio, including development gains 3.68x 4.01x

Debt to Adjusted EBITDA: Total Prologis share of debt, net of adjustments $ 10,244,067 $ 10,795,679

Adjusted EBITDA-annualized (a) $ 1,497,338 $ 1,497,450

Add: Prologis share of gains on dispositions of development properties for the twelve months ended 173,854 257,115

Adjusted EBITDA-annualized (a), including gains on dispositions $ 1,671,192 $ 1,754,565 Debt to Adjusted EBITDA ratio 6.84x 7.21x

Debt to Adjusted EBITDA ratio, including development gains 6.13x 6.15x

Debt to Adjusted EBITDA (adjusted for development): Total Prologis share of debt, net of adjustments $ 10,244,067 $ 10,795,679

Add: costs to complete—Prologis share 1,087,380 933,493

Less: current book value of land—Prologis share (1,638,165) (1,617,895) $ 9,693,283 $ 10,111,277

Adjusted EBITDA-annualized (a) $ 1,497,338 $ 1,497,450 Add: annualized proforma NOI development portfolio—Prologis share 189,435 165,507

1,686,773 1,662,957 Debt to Adjusted EBITDA (adjusted for development) ratio 5.75x 6.08x

(a) Actual promote revenue and cash related expenses for the quarter, if any, are removed from the EBITDA amount for the quarter before annualizing, then the actual promote revenue and related expenses for the previous twelve months are added to the annualized number. For the three months ended December 31, 2014 and September 30, 2014, actual promote revenue, net of related cash expenses, for the previous twelve months was $28.4 million and $33.5 million, respectively.

Copyright © 2015 Prologis

38


LOGO

 

Notes and Definitions

(continued)

Supplemental 4Q 2014

Development Margin is calculated on developed properties as the estimated value at Stabilization 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.

Development Portfolio includes industrial properties that are under development and properties that are developed but have not met Stabilization.

Discontinued Operations. In April 2014, the FASB issued a standard updating the accounting and disclosure regarding discontinued operations. Early adoption on a prospective basis is allowed, therefore, we have adopted this standard as of January 1, 2014. As a result, none of our property dispositions in 2014 met the criteria to be classified as discontinued operations. The operations of the properties that were disposed of to third parties during 2013 that met the criteria for discontinued operations, including the aggregate net gains or losses recognized upon their disposition, are presented as discontinued operations in our Consolidated Statements of Operations. The income attributable to these properties was as follows (in thousands):

Three Months Ended Twelve Months Ended

December 31, 2013 December 31, 2013

Rental income $ 5,485 $ 34,105

Rental expenses (995) (10,633)

Depreciation and amortization (2,470) (15,339)

Interest expense (188) (1,163)

Income attributable to disposed properties and assets

held for sale $ 1,832 $ 6,970

Estimated Build Out (TEI and sq ft)- represents the estimated TEI and finished square feet available for rent upon completion of an industrial building on existing parcels of land.

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.

NAREIT’s 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, NAREIT’s 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 NAREIT’s 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 REIT’s activity and assists in comparing those operating results between periods. We include the gains and losses (including impairment charges) from dispositions of land and development properties, as well as our proportionate share of the gains and losses (including impairment charges) from dispositions of development properties recognized by our unconsolidated entities, in our definition of FFO.

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) unhedged 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 and related amortization of debt discounts associated with derivative financial instruments.

Copyright © 2015 Prologis

39


LOGO

 

Notes and Definitions (continued) Supplemental 4Q 2014

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 we recognized directly or our share of these items 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 generally as a result of our change in intent to contribute or sell these properties; (iv) gains or losses from the early extinguishment of debt; (v) merger, acquisition and other integration expenses; and (vi) 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 have 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. Over the last few years, we made it a priority to strengthen our financial position by reducing our debt, our investment in certain low yielding assets and our exposure to foreign currency exchange fluctuations. As a result, we changed our intent to sell or contribute certain of our real estate properties and recorded impairment charges when we did not expect to recover the costs of our investment. Also, we purchased portions of our debt securities when we believed it was advantageous to do so, which was based on market conditions, and in an effort to lower our borrowing costs and extend our debt maturities. As a result, we have recognized net gains or losses on the early extinguishment of certain debt due to the financial market conditions at that time. In addition, we and our co-investment ventures make acquisitions of real estate and we believe the costs associated with these transactions are transaction based and not part of our core operations.

We analyze our operating performance primarily by the rental income of our real estate and the revenue driven by our strategic capital 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. Although the adjustments we make to arrive at Core FFO 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.

Core AFFO

To arrive at Core AFFO, we adjust Core FFO to further exclude our share of; (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 and financing costs, 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 NAREIT’s 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:

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 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 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.

Copyright © 2015 Prologis

40


LOGO

 

Notes and Definitions

(continued)

Supplemental 4Q 2014

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. We use fixed charge coverage to measure our liquidity. We believe that fixed charge coverage is relevant and useful to investors because it allows fixed income investors to measure our ability to make interest payments on outstanding debt and make distributions/dividends to preferred unitholders/stockholders. Our 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 Twelve Months Ended

December 31, December 31,

2014 2013 2014 2013

Gross overhead $ 116,977 $ 112,573 $ 461,647 $ 434,933

Allocated to rental expenses (7,313) (8,238) (30,075) (32,918)

Allocated to strategic capital expenses (22,054) (22,341) (96,496) (89,278)

Capitalized amounts (21,623) (18,927) (87,308) (83,530)

G&A expenses $ 65,987 $ 63,067 $ 247,768 $ 229,207

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 Twelve Months Ended

December 31, December 31,

2014 2013 2014 2013

Development activities $ 16,686 $ 14,659 $ 68,008 $ 64,113

Leasing activities 4,470 4,122 17,888 18,301

Costs related to internally developed software 467 146 1,412 1,116

Total capitalized G&A $ 21,623 $ 18,927 $ 87,308 $ 83,530

G&A as a percent of Assets Under Management (in thousands):

Net G&A $ 247,768

Add: strategic capital expenses 96,496

Adjusted G&A $ 344,264

Carrying value at period end:

Operating properties $ 40,931,765

Development portfolio—TEI 3,200,436

Land portfolio 1,797,368

Other real estate investments and assets held for sale 546,861

Total Assets Under Management $ 46,476,430

G&A as % of Assets Under Management 0.74%

G&A as a percent of Assets Under Management – Prologis Share (in thousands):

Net G&A $ 247,768

Less: strategic capital income (219,871)

Add: strategic capital expenses 96,496

Adjusted G&A $ 124,393

Carrying value at period end:

Operating properties—Prologis share $ 24,378,548

Development portfolio—Prologis share of TEI 2,710,769

Land portfolio—Prologis share 1,638,165

Other real estate investments and assets held for sale—Prologis share 527,090

Total Assets Under Management—Prologis share $ 29,254,572

G&A as % of Assets Under Management—Prologis share 0.43%

Interest Expense consisted of the following (in thousands):

Three Months Ended

Twelve Months Ended

December 31,

December 31,

2014

2013

2014

2013

Gross interest expense

$95,457

$110,274

$377,666

$471,923

Amortization of discount (premium), net

(8,902)

(8,501)

(21,440)

(39,015)

Amortization of deferred loan costs

3,669

3,908

14,116

14,374

Interest expense before capitalization

90,224

105,681

370,342

447,282

Capitalized amounts

(16,132)

(17,849)

(61,457)

(67,955)

Interest expense

$74,092

$87,832

$308,885

$379,327

Investment Capacity is our estimate of the gross real estate, which could be acquired by our co-investment ventures through the use of existing equity commitments from us and our partners up to the ventures maximum leverage limits.

Market Classification

· Global Markets feature large population centers with high per-capita consumption and are located near major seaports, airports, and ground transportation systems.

· Regional Markets benefit from large population centers but typically are not as tied to the global supply chain, but rather serve local consumption and are often less supply constrained. Markets included as regional markets include: Austin, Charlotte, Cincinnati, Columbus, Denver, Hungary, Indianapolis, Juarez, Las Vegas, Louisville, Memphis, Nashville, Orlando, Phoenix, Portland, Reno, Reynosa, San Antonio, Slovakia, Sweden and Tijuana.

· Other Markets represent a small portion of our portfolio that is located outside global and regional markets. These markets include: Austria, Boston, El Paso, Jacksonville, Kansas City, Norfolk, Romania, Salt Lake City, Savannah and St Louis.

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, we

41

Copyright © 2015 Prologis


LOGO

 

Notes and Definitions

(continued) Supplemental 4Q 2014

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, strategic capital platform, or development platform.

Net Effective Rent is calculated at the beginning of the lease using the estimated total cash to be received over the term of the lease (including base rent and expense reimbursements) and annualized. Amounts derived in a currency other than the U.S. Dollar have been translated using the average rate from the previous twelve months. The per square foot number is calculated by dividing the annualized net effective rent by the occupied square feet of the lease.

Net Effective Rent Change (GAAP) represents the change on operating portfolio properties in net 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.

Net Operating Income “NOI”) represents rental (income less rental expenses.

Noncontrolling Interest. The following table includes information for each entity we consolidate and in which we own less than 100% (dollars in thousands):

Ownership Noncontrolling Percentage Interest Real Estate Debt

Brazil Fund 50.0% 68,533 —

Prologis U.S. Logistics Venture 55.0% 427,307 1,006,183 -

Prologis North American Industrial Fund 66.1% 544,718 2,771,299 1,188,836

Other consolidated entities various 119,343 1,018,996 18,269

Limited partners in the Operating Partnership 48,189 —

Noncontrolling interests $ 1,208,090 $ 4,796,478 $ 1,207,105

Operating Portfolio includes stabilized industrial properties in our owned and managed portfolio. A developed property moves into the Operating Portfolio when it meets Stabilization.

Pro-Rata Balance Sheet and Operating Information. The consolidated amounts shown are derived from and prepared on a consistent basis with our consolidated financial statements and are adjusted to remove the amounts attributable to non-controlling interests. The Prologis 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 Prologis Total Share.

Prologis Share represents our proportionate economic ownership of each entity included in our total owned and managed portfolio.

Rental Income included the following (in thousands):

Three Months Ended Twelve Months Ended

December 31, December 31,

2014 2013 2014 2013

Rental income $ 304,405 $ 300,278 $ 1,164,217 $ 1,216,121

Amortization of lease intangibles (6,660) (8,150) (28,437) (34,465)

Rental expense recoveries 94,430 77,581 348,740 331,518

Straight-lined rents 9,839 9,499 42,829 46,319

$ 402,014 $ 379,208 $ 1,527,349 $ 1,559,493

Same Store. We evaluate the operating performance of the 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 the properties included in our owned and managed portfolio that were in operation at January 1, 2013 and throughout the full periods in both 2013 and 2014. 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 NOI 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.

Our same store measures are non-GAAP measures that are commonly used in the real estate industry and are calculated beginning with rental income and rental expenses from the financial statements prepared in accordance with GAAP. It is also common in the real estate industry and expected from the analyst and investor community that these numbers be further adjusted to remove certain non-cash items included in the financial statements prepared in accordance with GAAP to reflect a cash same store number. In order to clearly label these metrics, we call one Same Store NOI- GAAP and one Same Store NOI-Adjusted Cash. As these are non-GAAP measures they have certain limitations as an analytical tool and may vary among real estate companies. As a result, we provide a reconciliation from our financial statements prepared in accordance with GAAP to Same Store NOI-GAAP and then to Same Store NOI-Adjusted Cash with explanations of how these metrics are calculated and adjusted.

Copyright © 2015 Prologis

42


LOGO

 

Notes and Definitions (continued) Supplemental 4Q 2014

The following is a reconciliation of our consolidated rental income, rental expenses and NOI, as included in the Consolidated Statements of Operations, to the respective amounts in our Same Store portfolio analysis (dollars in thousands):

Three Months Ended December 31, Change 2014 2013 (%)

Rental Income: Per the Consolidated Statements of Operations $ 402,014 $ 379,208

Properties not included and other adjustments (a) (45,275) (46,029)

Unconsolidated Co-Investment Ventures 412,873 402,185

Same Store—Rental Income $ 769,612 $ 735,364 4.7%

Rental Expense: Per the Consolidated Statements of Operations $ 108,370 $ 104,936

Properties not included and other adjustments (b) (3,560) (9,166)

Unconsolidated Co-Investment Ventures 96,060 93,380

Same Store—Rental Expense $ 200,870 $ 189,150 6.2%

NOI-GAAP: Per the Consolidated Statements of Operations $ 293,644 $ 274,272

Properties not included and other adjustments (41,715) (36,863)

Unconsolidated Co-Investment Ventures 316,813 308,805

Same Store—NOI—GAAP $ 568,742 $ 546,214 4.1%

NOI-Adjusted Cash: Same store- NOI—GAAP $ 568,742 $ 546,214

Adjustments (c) (3,805) (5,025)

Same Store—NOI- Adjusted Cash $ 564,937 $ 541,189 4.4%

(a) To calculate Same Store rental income, we exclude the net termination and renegotiation fees to allow us to evaluate the growth or items that are not indicative of the property’s

(b) To calculate Same Store rental expense, we include an allocation of the property management expenses for our consolidated properties based on the property management fee that is provided for in the individual management agreements under which our wholly owned management companies provide property management services (generally the fee is based on a percentage of revenue). On consolidation, the management fee income and expenses are eliminated and the actual cost of providing property management services is recognized.

(c) In order to derive Same Store- NOI—Adjusted Cash, we adjust Same Store- NOI- GAAP to exclude non-cash items included in our rental income in our GAAP financial statements, including straight line rent adjustments and adjustments related to purchase accounts to reflect leases at fair value at the time of acquisition.

Same Store Average Occupancy represents the average occupied percentage of the Same Store portfolio for the period.

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.

Strategic Capital NOI represents strategic capital income less strategic capital expenses.

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 Expected Investmentrepresents total estimated(“TEI”) 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 period end or the date of development start for purposes of calculating development starts in any period.

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 are properties we acquire for which we believe the discount in pricing attributed to the operating challenges could provide greater returns post-stabilization than the returns of stabilized properties that 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 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 exceeds the amount included in NAV for the disposed property.

Value Creation represents the value that we will create through our development and leasing activities. in We each calculateproperty’s value creation by estimating rental the NOI income that the property without will generate at recurring Stabilization and applying operating an estimated stabilized performance. capitalization 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. This can also include realized economic gains from value-added conversion properties.

Weighted Average Estimated Stabilized Yield is calculated as NOI assuming stabilized occupancy divided by Acquisition Cost or TEI, as applicable.

Copyright © 2015 Prologis

43