10-Q: Quarterly report [Sections 13 or 15(d)]
Published on July 29, 2026
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
For the quarterly period ended
For the transition period from ______________ to ______________
Commission File Number:

(Exact name of registrant as specified in its charter)
|
||
(State or other jurisdiction of incorporation or organization) |
|
(I.R.S. Employer Identification No.) |
|
|
|
|
||
(Address of principal executive offices) |
|
(Zip Code) |
(
(Registrants’ telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
|
|
Title of Each Class |
|
Trading Symbol(s) |
|
Name of Each Exchange on Which Registered |
Prologis, Inc. |
|
|
|
|||
Prologis, L.P. |
|
|
|
|||
Prologis, L.P. |
|
|
|
|||
|
|
|
|
|
|
|
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Prologis, Inc. |
☒ |
No |
☐ |
|
Prologis, L.P. |
☒ |
No |
☐ |
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periods that the registrant was required to submit such files).
Prologis, Inc. |
☒ |
No |
☐ |
|
Prologis, L.P. |
☒ |
No |
☐ |
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Prologis, Inc.: |
|
|
|
|
Accelerated filer ☐ |
Non-accelerated filer ☐ |
Smaller reporting company |
Emerging growth company |
Prologis, L.P.: |
|
|
|
|
Large accelerated filer ☐ |
Accelerated filer ☐ |
Smaller reporting company |
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Prologis, Inc. |
Yes |
☐ |
No |
|
Prologis, L.P. |
Yes |
☐ |
No |
The number of shares of Prologis, Inc.’s common stock outstanding at July 24, 2026, was approximately
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended June 30, 2026, of Prologis, Inc. and Prologis, L.P. Unless stated otherwise or the context otherwise requires, references to “Prologis, Inc.” or the “Parent” mean Prologis, Inc. and its consolidated subsidiaries; and references to “Prologis, L.P.” or the “Operating Partnership” or the “OP” mean Prologis, L.P., and its consolidated subsidiaries. The terms “the Company,” “Prologis,” “we,” “our” or “us” means the Parent and the OP collectively.
The Parent is a real estate investment trust (a “REIT”) and the general partner of the OP. At June 30, 2026, the Parent owned a 98.01% common general partnership interest in the OP and substantially all of the preferred units in the OP. The remaining 1.99% common limited partnership interests are owned by unaffiliated investors and certain current and former directors and officers of the Parent.
We operate the Parent and the OP as one enterprise. The management of the Parent consists of the same members as the management of the OP. These members are officers of the Parent and employees of the OP or one of its subsidiaries. As sole general partner, the Parent has control of the OP through complete responsibility and discretion in the day-to-day management and therefore, consolidates the OP for financial reporting purposes. Because the only significant asset of the Parent is its investment in the OP, the assets and liabilities of the Parent and the OP are the same on their respective financial statements.
We believe combining the quarterly reports on Form 10-Q of the Parent and the OP into this single report results in the following benefits:
It is important to understand the few differences between the Parent and the OP in the context of how we operate the Company. The Parent does not conduct business itself, other than acting as the sole general partner of the OP and issuing public equity from time to time. The OP holds substantially all the assets of the business, directly or indirectly. The OP conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent, which are contributed to the OP in exchange for partnership units, the OP generates capital required by the business through the OP’s operations, incurrence of indebtedness and issuance of partnership units to third parties.
The presentation of noncontrolling interests, stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of the Parent and those of the OP. The differences in the presentations between stockholders’ equity and partners’ capital result from the differences in the equity and capital issuances in the Parent and in the OP.
The preferred stock, common stock, additional paid-in capital, accumulated other comprehensive income (loss) and distributions in excess of net earnings of the Parent are presented as stockholders’ equity in the Parent’s consolidated financial statements. These items represent the common and preferred general partnership interests held by the Parent in the OP and are presented as general partner’s capital within partners’ capital in the OP’s consolidated financial statements. The common limited partnership interests held by the limited partners in the OP are presented as noncontrolling interest within equity in the Parent’s consolidated financial statements and as limited partners’ capital within partners’ capital in the OP’s consolidated financial statements.
To highlight the differences between the Parent and the OP, separate sections in this report, as applicable, individually discuss the Parent and the OP, including separate financial statements and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure of the Parent and the OP, this report refers to actions or holdings as being actions or holdings of Prologis.
PROLOGIS
INDEX
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
PROLOGIS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except per share data)
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
ASSETS |
|
|
|
|
|
||
Investments in real estate properties |
$ |
|
|
$ |
|
||
Less accumulated depreciation |
|
|
|
|
|
||
Net investments in real estate properties |
|
|
|
|
|
||
Investments in and advances to unconsolidated entities |
|
|
|
|
|
||
Assets held for sale or contribution |
|
|
|
|
|
||
Net investments in real estate |
|
|
|
|
|
||
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
||
Other assets |
|
|
|
|
|
||
Total assets |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
LIABILITIES AND EQUITY |
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
||
Debt |
$ |
|
|
$ |
|
||
Accounts payable and accrued expenses |
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
||
|
|
|
|
|
|
||
Equity: |
|
|
|
|
|
||
Prologis, Inc. stockholders’ equity: |
|
|
|
|
|
||
Series Q preferred stock at stated liquidation preference of $ |
|
|
|
|
|
||
|
|
|
|
|
|
||
Additional paid-in capital |
|
|
|
|
|
||
Accumulated other comprehensive loss |
|
( |
) |
|
|
( |
) |
Distributions in excess of net earnings |
|
( |
) |
|
|
( |
) |
Total Prologis, Inc. stockholders’ equity |
|
|
|
|
|
||
Noncontrolling interests |
|
|
|
|
|
||
Total equity |
|
|
|
|
|
||
Total liabilities and equity |
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these Consolidated Financial Statements.
1
PROLOGIS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Strategic capital |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Development management and other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Strategic capital |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating income before gains on real estate transactions, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gains on dispositions of development properties and land, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gains on other dispositions of investments in real estate, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings from unconsolidated entities, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign currency, derivative and other gains (losses) and other income |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Gains (losses) on early extinguishment of debt, net |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Total other income (expense) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Earnings before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Consolidated net earnings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less net earnings attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings attributable to controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less preferred stock dividends |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings attributable to common stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding – Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding – Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings per share attributable to common stockholders – Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings per share attributable to common stockholders – Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
2
PROLOGIS, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Consolidated net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation gains (losses), net |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Unrealized gains (losses) on derivative contracts, net |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings attributable to noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other comprehensive loss (income) attributable to noncontrolling interests |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Comprehensive income attributable to common stockholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
3
PROLOGIS, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(Unaudited)
(In thousands, except per share amounts)
Three Months Ended June 30, 2026 and 2025
|
|
|
|
Common Stock |
|
|
|
|
|
Accumulated |
|
|
Distributions |
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
Number |
|
|
|
|
|
Additional |
|
|
Other |
|
|
in Excess of |
|
|
Non- |
|
|
|
|
||||||||
|
Preferred |
|
|
of |
|
|
Par |
|
|
Paid-in |
|
|
Comprehensive |
|
|
Net |
|
|
controlling |
|
|
Total |
|
||||||||
|
Stock |
|
|
Shares |
|
|
Value |
|
|
Capital |
|
|
Income (Loss) |
|
|
Earnings |
|
|
Interests |
|
|
Equity |
|
||||||||
Balance at April 1, 2026 |
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
Consolidated net earnings |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|||
Effect of equity compensation plans |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|||||
Capital contributions |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Purchase of noncontrolling interests |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Redemption of noncontrolling interests |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|||
Foreign currency translation gains (losses), net |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|||
Unrealized gains (losses) on |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Reallocation of equity |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
Dividends ($ |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at June 30, 2026 |
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Common Stock |
|
|
|
|
|
Accumulated |
|
|
Distributions |
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
Number |
|
|
|
|
|
Additional |
|
|
Other |
|
|
in Excess of |
|
|
Non- |
|
|
|
|
||||||||
|
Preferred |
|
|
of |
|
|
Par |
|
|
Paid-in |
|
|
Comprehensive |
|
|
Net |
|
|
controlling |
|
|
Total |
|
||||||||
|
Stock |
|
|
Shares |
|
|
Value |
|
|
Capital |
|
|
Income (Loss) |
|
|
Earnings |
|
|
Interests |
|
|
Equity |
|
||||||||
Balance at April 1, 2025 |
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
Consolidated net earnings |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|||
Effect of equity compensation plans |
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||||
Capital contributions |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Purchase of noncontrolling interests |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Redemption of noncontrolling interests |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|||
Foreign currency translation gains (losses), net |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Unrealized gains (losses) on |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|||
Reallocation of equity |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
Dividends ($ |
|
- |
|
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance at June 30, 2025 |
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
Six Months Ended June 30, 2026 and 2025
|
|
|
|
Common Stock |
|
|
|
|
|
Accumulated |
|
|
Distributions |
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
Number |
|
|
|
|
|
Additional |
|
|
Other |
|
|
in Excess of |
|
|
Non- |
|
|
|
|
||||||||
|
Preferred |
|
|
of |
|
|
Par |
|
|
Paid-in |
|
|
Comprehensive |
|
|
Net |
|
|
controlling |
|
|
Total |
|
||||||||
|
Stock |
|
|
Shares |
|
|
Value |
|
|
Capital |
|
|
Income (Loss) |
|
|
Earnings |
|
|
Interests |
|
|
Equity |
|
||||||||
Balance at January 1, 2026 |
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
Consolidated net earnings |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|||
Effect of equity compensation plans |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|||||
Capital contributions |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Purchase of noncontrolling interests |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
Redemption of noncontrolling interests |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|||
Foreign currency translation gains (losses), net |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|||
Unrealized gains (losses) on derivative |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|||
Reallocation of equity |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
||
Dividends ($ |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||
Balance at June 30, 2026 |
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Common Stock |
|
|
|
|
|
Accumulated |
|
|
Distributions |
|
|
|
|
|
|
|
|||||||||||
|
|
|
|
Number |
|
|
|
|
|
Additional |
|
|
Other |
|
|
in Excess of |
|
|
Non- |
|
|
|
|
||||||||
|
Preferred |
|
|
of |
|
|
Par |
|
|
Paid-in |
|
|
Comprehensive |
|
|
Net |
|
|
controlling |
|
|
Total |
|
||||||||
|
Stock |
|
|
Shares |
|
|
Value |
|
|
Capital |
|
|
Income (Loss) |
|
|
Earnings |
|
|
Interests |
|
|
Equity |
|
||||||||
Balance at January 1, 2025 |
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
Consolidated net earnings |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|||
Effect of equity compensation plans |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|||||
Capital contributions |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Purchase of noncontrolling interests |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Redemption of noncontrolling interests |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|||
Foreign currency translation gains (losses), net |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Unrealized gains (losses) on derivative |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|||
Reallocation of equity |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
Dividends ($ |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Balance at June 30, 2025 |
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
|
||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
4
PROLOGIS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
|
|
Six Months Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Operating activities: |
|
|
|
|
|
|
||
Consolidated net earnings |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
||
Straight-lined rents and amortization of above and below market leases |
|
|
( |
) |
|
|
( |
) |
Equity-based compensation awards |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Earnings from unconsolidated entities, net |
|
|
( |
) |
|
|
( |
) |
Operating distributions from unconsolidated entities |
|
|
|
|
|
|
||
Decrease (increase) in operating receivables from unconsolidated entities |
|
|
( |
) |
|
|
|
|
Amortization of debt discounts and debt issuance costs, net |
|
|
|
|
|
|
||
Gains on dispositions of development properties and land, net |
|
|
( |
) |
|
|
( |
) |
Gains on other dispositions of investments in real estate, net |
|
|
( |
) |
|
|
( |
) |
Unrealized foreign currency and derivative losses (gains), net |
|
|
( |
) |
|
|
|
|
Losses (gains) on early extinguishment of debt, net |
|
|
|
|
|
|
||
Deferred income tax expense (benefit) |
|
|
|
|
|
|
||
Decrease (increase) in other assets |
|
|
( |
) |
|
|
( |
) |
Increase (decrease) in accounts payable and accrued expenses and other liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) operating activities |
|
|
|
|
|
|
||
Investing activities: |
|
|
|
|
|
|
||
Real estate development |
|
|
( |
) |
|
|
( |
) |
Real estate acquisitions |
|
|
( |
) |
|
|
( |
) |
Tenant improvements and lease commissions on previously leased space |
|
|
( |
) |
|
|
( |
) |
Property improvements |
|
|
( |
) |
|
|
( |
) |
Proceeds from dispositions and contributions of real estate |
|
|
|
|
|
|
||
Investments in and advances to unconsolidated entities |
|
|
( |
) |
|
|
( |
) |
Return of investment from unconsolidated entities |
|
|
|
|
|
|
||
Proceeds from the settlement of net investment hedges |
|
|
|
|
|
|
||
Payments on the settlement of net investment hedges |
|
|
( |
) |
|
|
( |
) |
Proceeds from maturity of short-term investments |
|
|
|
|
|
|
||
Net cash provided by (used in) investing activities |
|
|
( |
) |
|
|
( |
) |
Financing activities: |
|
|
|
|
|
|
||
Dividends paid on common and preferred stock |
|
|
( |
) |
|
|
( |
) |
Noncontrolling interests contributions |
|
|
|
|
|
|
||
Noncontrolling interests distributions |
|
|
( |
) |
|
|
( |
) |
Settlement of noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
Tax paid with shares withheld |
|
|
( |
) |
|
|
( |
) |
Debt and equity issuance costs paid |
|
|
( |
) |
|
|
( |
) |
Net proceeds from (payments on) credit facilities and commercial paper |
|
|
|
|
|
|
||
Repurchase of and payments on debt |
|
|
( |
) |
|
|
( |
) |
Proceeds from the issuance of debt |
|
|
|
|
|
|
||
Net cash provided by (used in) financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Effect of foreign currency exchange rate changes on cash |
|
|
( |
) |
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Cash and cash equivalents, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
|
||
See Note 11 for information on noncash investing and financing activities and other information.
The accompanying notes are an integral part of these Consolidated Financial Statements.
5
PROLOGIS, L.P.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands)
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||
ASSETS |
|
|
|
|
|
||
Investments in real estate properties |
$ |
|
|
$ |
|
||
Less accumulated depreciation |
|
|
|
|
|
||
Net investments in real estate properties |
|
|
|
|
|
||
Investments in and advances to unconsolidated entities |
|
|
|
|
|
||
Assets held for sale or contribution |
|
|
|
|
|
||
Net investments in real estate |
|
|
|
|
|
||
|
|
|
|
|
|
||
Cash and cash equivalents |
|
|
|
|
|
||
Other assets |
|
|
|
|
|
||
Total assets |
$ |
|
|
$ |
|
||
|
|
|
|
|
|
||
LIABILITIES AND CAPITAL |
|
|
|
|
|
||
Liabilities: |
|
|
|
|
|
||
Debt |
$ |
|
|
$ |
|
||
Accounts payable and accrued expenses |
|
|
|
|
|
||
Other liabilities |
|
|
|
|
|
||
Total liabilities |
|
|
|
|
|
||
|
|
|
|
|
|
||
Capital: |
|
|
|
|
|
||
Partners’ capital: |
|
|
|
|
|
||
General partner – preferred |
|
|
|
|
|
||
General partner – common |
|
|
|
|
|
||
Limited partners – common |
|
|
|
|
|
||
Total partners’ capital |
|
|
|
|
|
||
Noncontrolling interests |
|
|
|
|
|
||
Total capital |
|
|
|
|
|
||
Total liabilities and capital |
$ |
|
|
$ |
|
||
The accompanying notes are an integral part of these Consolidated Financial Statements.
6
PROLOGIS, L.P.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per unit amounts)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Revenues: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Strategic capital |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Development management and other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total revenues |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Rental |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Strategic capital |
|
|
|
|
|
|
|
|
|
|
|
|
||||
General and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total expenses |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating income before gains on real estate transactions, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gains on dispositions of development properties and land, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gains on other dispositions of investments in real estate, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Operating income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other income (expense): |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Earnings from unconsolidated entities, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Foreign currency, derivative and other gains (losses) and other income |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Gains (losses) on early extinguishment of debt, net |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Total other income (expense) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Earnings before income taxes |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Income tax expense |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Consolidated net earnings |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less net earnings attributable to noncontrolling interests |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings attributable to controlling interests |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Less preferred unit distributions |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings attributable to common unitholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common units outstanding – Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common units outstanding – Diluted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings per unit attributable to common unitholders – Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings per unit attributable to common unitholders – Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
7
PROLOGIS, L.P.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Consolidated net earnings |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Other comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation gains (losses), net |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Unrealized gains (losses) on derivative contracts, net |
|
|
( |
) |
|
|
|
|
|
|
|
|
|
|||
Comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings attributable to noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Other comprehensive loss (income) attributable to noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Comprehensive income attributable to common unitholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
8
PROLOGIS, L.P.
CONSOLIDATED STATEMENTS OF CAPITAL
(Unaudited)
(In thousands, except per unit amounts)
Three Months Ended June 30, 2026 and 2025
|
General Partner |
|
|
Limited Partners |
|
|
Non- |
|
|
|
|
||||||||||||||||||||||||||||
|
Preferred |
|
|
Common |
|
|
Common |
|
|
controlling |
|
|
Total |
|
|||||||||||||||||||||||||
|
Units |
|
|
Amount |
|
|
Units |
|
|
Amount |
|
|
Units |
|
|
Amount |
|
|
Interests |
|
|
Capital |
|
||||||||||||||||
Balance at April 1, 2026 |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
||||||||||
Consolidated net earnings |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Effect of equity compensation plans |
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||||||
Capital contributions |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Purchase of noncontrolling interests |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|||
Redemption of limited partnership units |
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
||||
Foreign currency translation gains (losses), net |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Unrealized gains (losses) on |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
||
Reallocation of capital |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|||
Distributions ($ |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
|
- |
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||||||
Balance at June 30, 2026 |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
$ |
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
General Partner |
|
|
Limited Partners |
|
|
Non- |
|
|
|
|
||||||||||||||||||||||||||||
|
Preferred |
|
|
Common |
|
|
Common |
|
|
Class A Common |
|
|
controlling |
|
|
Total |
|
||||||||||||||||||||||
|
Units |
|
|
Amount |
|
|
Units |
|
|
Amount |
|
|
Units |
|
|
Amount |
|
|
Units |
|
|
Amount |
|
|
Interests |
|
|
Capital |
|
||||||||||
Balance at April 1, 2025 |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
Consolidated net earnings |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|||||
Effect of equity compensation plans |
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|||||
Capital contributions |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Purchase of noncontrolling interests |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Redemption of noncontrolling interests |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
Redemption of limited partnership units |
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
||
Foreign currency translation gains (losses), net |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Unrealized gains (losses) on |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||||
Reallocation of capital |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
Distributions ($ |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at June 30, 2025 |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
Six Months Ended June 30, 2026 and 2025
|
General Partner |
|
|
Limited Partners |
|
|
Non- |
|
|
|
|
||||||||||||||||||||||||||||
|
Preferred |
|
|
Common |
|
|
Common |
|
|
controlling |
|
|
Total |
|
|||||||||||||||||||||||||
|
Units |
|
|
Amount |
|
|
Units |
|
|
Amount |
|
|
Units |
|
|
Amount |
|
|
Interests |
|
|
Capital |
|
||||||||||||||||
Balance at January 1, 2026 |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
||||||||||
Consolidated net earnings |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Effect of equity compensation plans |
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||||||
Capital contributions |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
||||
Purchase of noncontrolling interests |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|||
Redemption of limited partnership units |
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
||||
Foreign currency translation gains (losses), net |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|||||
Unrealized gains (losses) on derivative |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
|
|||||
Reallocation of capital |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|||
Distributions ($ |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
- |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
||
Balance at June 30, 2026 |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
|
$ |
|
|
|
$ |
|
|
$ |
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
General Partner |
|
|
Limited Partners |
|
|
Non- |
|
|
|
|
||||||||||||||||||||||||||||
|
Preferred |
|
|
Common |
|
|
Common |
|
|
Class A Common |
|
|
controlling |
|
|
Total |
|
||||||||||||||||||||||
|
Units |
|
|
Amount |
|
|
Units |
|
|
Amount |
|
|
Units |
|
|
Amount |
|
|
Units |
|
|
Amount |
|
|
Interests |
|
|
Capital |
|
||||||||||
Balance at January 1, 2025 |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
Consolidated net earnings |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|||||
Effect of equity compensation plans |
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|||||
Capital contributions |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
||
Purchase of noncontrolling interests |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
Redemption of noncontrolling interests |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
Redemption of limited partnership units |
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
||||
Foreign currency translation gains (losses), net |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
|
|
|
( |
) |
|
Unrealized gains (losses) on derivative |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
|
||||
Reallocation of capital |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
- |
|
|
Distributions ($ |
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
- |
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Balance at June 30, 2025 |
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||||
The accompanying notes are an integral part of these Consolidated Financial Statements.
9
PROLOGIS, L.P.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
|
|
Six Months Ended |
|
|||||
|
|
June 30, |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
Operating activities: |
|
|
|
|
|
|
||
Consolidated net earnings |
|
$ |
|
|
$ |
|
||
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities: |
|
|
|
|
|
|
||
Straight-lined rents and amortization of above and below market leases |
|
|
( |
) |
|
|
( |
) |
Equity-based compensation awards |
|
|
|
|
|
|
||
Depreciation and amortization |
|
|
|
|
|
|
||
Earnings from unconsolidated entities, net |
|
|
( |
) |
|
|
( |
) |
Operating distributions from unconsolidated entities |
|
|
|
|
|
|
||
Decrease (increase) in operating receivables from unconsolidated entities |
|
|
( |
) |
|
|
|
|
Amortization of debt discounts and debt issuance costs, net |
|
|
|
|
|
|
||
Gains on dispositions of development properties and land, net |
|
|
( |
) |
|
|
( |
) |
Gains on other dispositions of investments in real estate, net |
|
|
( |
) |
|
|
( |
) |
Unrealized foreign currency and derivative losses (gains), net |
|
|
( |
) |
|
|
|
|
Losses (gains) on early extinguishment of debt, net |
|
|
|
|
|
|
||
Deferred income tax expense (benefit) |
|
|
|
|
|
|
||
Decrease (increase) in other assets |
|
|
( |
) |
|
|
( |
) |
Increase (decrease) in accounts payable and accrued expenses and other liabilities |
|
|
( |
) |
|
|
( |
) |
Net cash provided by (used in) operating activities |
|
|
|
|
|
|
||
Investing activities: |
|
|
|
|
|
|
||
Real estate development |
|
|
( |
) |
|
|
( |
) |
Real estate acquisitions |
|
|
( |
) |
|
|
( |
) |
Tenant improvements and lease commissions on previously leased space |
|
|
( |
) |
|
|
( |
) |
Property improvements |
|
|
( |
) |
|
|
( |
) |
Proceeds from dispositions and contributions of real estate |
|
|
|
|
|
|
||
Investments in and advances to unconsolidated entities |
|
|
( |
) |
|
|
( |
) |
Return of investment from unconsolidated entities |
|
|
|
|
|
|
||
Proceeds from the settlement of net investment hedges |
|
|
|
|
|
|
||
Payments on the settlement of net investment hedges |
|
|
( |
) |
|
|
( |
) |
Proceeds from maturity of short-term investments |
|
|
|
|
|
|
||
Net cash provided by (used in) investing activities |
|
|
( |
) |
|
|
( |
) |
Financing activities: |
|
|
|
|
|
|
||
Distributions paid on common and preferred units |
|
|
( |
) |
|
|
( |
) |
Noncontrolling interests contributions |
|
|
|
|
|
|
||
Noncontrolling interests distributions |
|
|
( |
) |
|
|
( |
) |
Settlement of noncontrolling interests |
|
|
( |
) |
|
|
( |
) |
Redemption of common limited partnership units |
|
|
( |
) |
|
|
( |
) |
Tax paid with shares of the Parent withheld |
|
|
( |
) |
|
|
( |
) |
Debt and equity issuance costs paid |
|
|
( |
) |
|
|
( |
) |
Net proceeds from (payments on) credit facilities and commercial paper |
|
|
|
|
|
|
||
Repurchase of and payments on debt |
|
|
( |
) |
|
|
( |
) |
Proceeds from the issuance of debt |
|
|
|
|
|
|
||
Net cash provided by (used in) financing activities |
|
|
( |
) |
|
|
( |
) |
|
|
|
|
|
|
|
||
Effect of foreign currency exchange rate changes on cash |
|
|
( |
) |
|
|
|
|
Net increase (decrease) in cash and cash equivalents |
|
|
|
|
|
( |
) |
|
Cash and cash equivalents, beginning of period |
|
|
|
|
|
|
||
Cash and cash equivalents, end of period |
|
$ |
|
|
$ |
|
||
See Note 11 for information on noncash investing and financing activities and other information.
The accompanying notes are an integral part of these Consolidated Financial Statements.
10
PROLOGIS, INC. AND PROLOGIS, L.P.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1. GENERAL
Business. Prologis, Inc. (or the “Parent”) commenced operations as a fully integrated real estate company in 1997, elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code” or “IRC”), and believes the current organization and method of operation will enable it to maintain its status as a REIT. The Parent is the general partner of Prologis, L.P. (or the “Operating Partnership” or “OP”). Through the OP, we are engaged in the ownership, acquisition, development and management of logistics facilities with a focus on key markets in
For each share of preferred or common stock the Parent issues, the OP issues a corresponding preferred or common partnership unit, as applicable, to the Parent in exchange for the contribution of the proceeds from the stock issuance. At June 30, 2026, the Parent owned a
As the sole general partner of the OP, the Parent has complete responsibility and discretion in the day-to-day management and control of the OP, and we operate the Parent and the OP as one enterprise. The management of the Parent consists of the same members as the management of the OP. These members are officers of the Parent and employees of the OP or one of its subsidiaries. As general partner with control of the OP, the Parent is the primary beneficiary and therefore consolidates the OP. Because the Parent’s only significant asset is its investment in the OP, the assets and liabilities of the Parent and the OP are the same on their respective financial statements.
Basis of Presentation. The accompanying Consolidated Financial Statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and are presented in our reporting currency, the U.S. dollar. Intercompany transactions with consolidated entities have been eliminated.
The accompanying unaudited interim financial information has been prepared according to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. Our management believes that the disclosures presented in these financial statements are adequate to make the information presented not misleading. In our opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for both the Parent and the OP for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited interim financial information should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025, as filed with the SEC, and other public information.
Accounting Pronouncements.
New Accounting Standards Issued but not yet Adopted
Disaggregation of Income Statement Expenses. In November 2024, the FASB issued an ASU to enhance disclosures about certain expense types in commonly presented expense captions on the Consolidated Statements of Income. The ASU requires additional disclosures that disaggregate expense captions into specific components with qualitative descriptions. This standard is effective for the fiscal year ended December 31, 2027, and interim periods thereafter, on a prospective or retrospective basis. We do not expect the standard to have a material impact on our Consolidated Financial Statements as we anticipate the primary change will be additional disclosure.
Hedge Accounting Improvements. In December 2025, the FASB issued an ASU to clarify certain aspects of hedge accounting and address incremental hedge accounting issues arising from global reference rate reform. The ASU targets more closely aligning hedge
11
accounting with the economics of an entity’s risk management activities and clarifies strategies in financial reporting that can be utilized to enable entities to achieve and maintain hedge accounting for highly effective economic hedges of forecasted transactions. This standard is effective for the interim period ended March 31, 2027, and interim and annual periods thereafter, on a prospective basis. We do not expect the standard to have a material impact on our Consolidated Financial Statements.
NOTE 2. REAL ESTATE
Investments in real estate properties consisted of the following (dollars and square feet in thousands):
|
Square Feet |
|
Number of Buildings |
|
|
|
||||||||||||
|
Jun 30, |
|
Dec 31, |
|
Jun 30, |
|
Dec 31, |
|
Jun 30, |
|
Dec 31, |
|
||||||
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
2026 |
|
2025 |
|
||||||
Operating properties: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Buildings and improvements |
|
|
|
|
|
|
|
|
$ |
|
$ |
|
||||||
Improved land |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Development portfolio, including |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Prestabilized |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Properties under development |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Land (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Other real estate investments (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total investments in real estate |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Less accumulated depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net investments in real estate |
|
|
|
|
|
|
|
|
$ |
|
$ |
|
||||||
Acquisitions
The following table summarizes our real estate acquisition activity (dollars and square feet in thousands):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 (1) |
|
|
2025 |
|
|
2026 (1) |
|
|
2025 |
|
||||
Number of operating properties |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Square feet |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acres of land |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition cost of net investments in real estate, excluding other real |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acquisition cost of other real estate investments |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
12
Dispositions
The following table summarizes our dispositions of net investments in real estate which include contributions to unconsolidated co-investment ventures and dispositions to third parties (dollars and square feet in thousands):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Dispositions of development properties and land, net (1)(2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Number of properties |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Square feet |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Acres of land |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net proceeds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Gains on dispositions of development properties and land, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other dispositions of investments in real estate, net |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Number of properties |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Square feet |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net proceeds |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Gains on other dispositions of investments in real estate, net |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Leases
We recognized lease right-of-use assets of $
NOTE 3. UNCONSOLIDATED ENTITIES
Summary of Investments
We have investments in entities through a variety of ventures. We co-invest in entities that own multiple properties with partners and investors and we provide asset management and property management services to these entities, which we refer to as co-investment ventures. These entities may be consolidated or unconsolidated depending on the structure, our partner’s participation and other rights and our level of control of the entity. This note details our investments in unconsolidated co-investment ventures, which are related parties and accounted for using the equity method of accounting. See Note 6 for more detail regarding our consolidated investments that are not wholly owned.
We also have investments in other ventures, generally with one partner, which we primarily account for using the equity method. We refer to our investments in both unconsolidated co-investment ventures and other ventures, collectively, as unconsolidated entities.
The following table summarizes our investments in and advances to unconsolidated entities (in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
|
|
2026 |
|
|
2025 |
|
||
Unconsolidated co-investment ventures |
|
$ |
|
|
$ |
|
||
Other ventures |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
13
Unconsolidated Co-Investment Ventures
The following table summarizes the Strategic Capital Revenues we recognized in the Consolidated Statements of Income related to our unconsolidated co-investment ventures (in thousands):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Recurring fees |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Transactional fees |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Promote revenue |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total strategic capital revenues from unconsolidated |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
The following table summarizes the key property information, financial position and operating information of our unconsolidated co-investment ventures on a U.S. GAAP basis (not our proportionate share) and the amounts we recognized in the Consolidated Financial Statements related to these ventures (dollars and square feet in millions):
|
U.S. (1) |
|
|
Other Americas (2) |
|
|
Europe (1) |
|
|
Asia (1)(3) |
|
|
Total |
|
|||||||||||||||||||||||||
At: |
Jun 30, |
|
|
Dec 31, |
|
|
Jun 30, |
|
|
Dec 31, |
|
|
Jun 30, |
|
|
Dec 31, |
|
|
Jun 30, |
|
|
Dec 31, |
|
|
Jun 30, |
|
|
Dec 31, |
|
||||||||||
Key property information: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ventures |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating properties |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Square feet |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Financial position: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Third-party debt ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total liabilities ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Our investment balance ($) (4) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Our weighted average ownership (5) |
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
|
|
% |
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
U.S. (1) |
|
|
Other Americas (2) |
|
|
Europe (1) |
|
|
Asia (1)(3) |
|
|
Total |
|
|||||||||||||||||||||||||
Operating Information: |
Jun 30, |
|
|
Jun 30, |
|
|
Jun 30, |
|
|
Jun 30, |
|
|
Jun 30, |
|
|
Jun 30, |
|
|
Jun 30, |
|
|
Jun 30, |
|
|
Jun 30, |
|
|
Jun 30, |
|
||||||||||
For the three months ended: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Our earnings from unconsolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
For the six months ended: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenues ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net earnings ($) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Our earnings from unconsolidated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
14
Equity Commitments Related to Certain Unconsolidated Co-Investment Ventures
At June 30, 2026, our outstanding equity commitments were $
NOTE 4. ASSETS HELD FOR SALE OR CONTRIBUTION
We had investments in certain real estate properties that met the criteria to be classified as held for sale or contribution at June 30, 2026 and December 31, 2025. At the time of classification, these properties were expected to be sold to third parties or were recently stabilized and expected to be contributed to unconsolidated co-investment ventures within twelve months. The amounts included in Assets Held for Sale or Contribution in the Consolidated Balance Sheets represented real estate investment balances and the related assets; liabilities related to properties held for sale or contribution are included in Other Liabilities.
Assets held for sale or contribution consisted of the following (dollars and square feet in thousands):
|
|
June 30, |
|
|
December 31, |
|
||
Number of operating properties |
|
|
|
|
|
|
||
Square feet |
|
|
|
|
|
|
||
Total assets held for sale or contribution |
|
$ |
|
|
$ |
|
||
Total liabilities associated with assets held for sale or contribution – included in Other Liabilities |
|
$ |
|
|
$ |
|
||
NOTE 5. DEBT
All debt is incurred by the OP or its consolidated subsidiaries. The following table summarizes our debt (dollars in thousands):
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||
|
Weighted Average |
|
Amount |
|
|
Weighted Average |
|
Amount |
|
||||||||||
|
Interest Rate (1) |
|
Term (Years) (2) |
|
Outstanding (3) |
|
|
Interest Rate (1) |
|
Term (Years) (2) |
|
Outstanding (3) |
|
||||||
Credit facilities and |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
Senior notes |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Term loans and |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Secured mortgage |
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total |
|
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||||
|
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||||||||||||||
|
|
|
Weighted Average Interest Rate |
|
Amount Outstanding |
|
|
% of Total |
|
|
Weighted Average Interest Rate |
|
Amount Outstanding |
|
|
% of Total |
|
||||
|
British pound sterling |
|
|
$ |
|
|
|
% |
|
|
$ |
|
|
|
% |
||||||
|
Canadian dollar |
|
|
|
|
|
|
% |
|
|
|
|
|
|
% |
||||||
|
Euro |
|
|
|
|
|
|
% |
|
|
|
|
|
|
% |
||||||
|
Japanese yen |
|
|
|
|
|
|
% |
|
|
|
|
|
|
% |
||||||
|
U.S. dollar |
|
|
|
|
|
|
% |
|
|
|
|
|
|
% |
||||||
|
Other |
|
|
|
|
|
|
% |
|
|
|
|
|
|
% |
||||||
|
Total |
|
|
$ |
|
|
|
% |
|
|
$ |
|
|
|
% |
||||||
15
Credit Facilities and Commercial Paper
The following table summarizes information about our available liquidity at June 30, 2026 (in millions):
Aggregate lender commitments |
|
|
|
|
Credit facilities |
|
$ |
|
|
Less: |
|
|
|
|
Credit facility borrowings outstanding |
|
|
|
|
Commercial paper borrowings outstanding (1) |
|
|
|
|
Outstanding letters of credit |
|
|
|
|
Current availability |
|
|
|
|
Cash and cash equivalents |
|
|
|
|
Total liquidity |
|
$ |
|
|
Credit Facilities
We have
The following table summarizes our Credit Facilities at June 30, 2026 (principal in thousands):
|
|
Aggregate Capacity |
|
|
|
|
|
|||||||||||
Facility |
|
Borrowing |
|
|
USD (1)(2) |
|
|
Maturity |
|
Maximum |
|
|
Extended |
|||||
2025 Global Facility (4) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|||||
2026 Global Facility (4)(5) |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|||||
Yen Credit Facility |
|
¥ |
|
|
|
$ |
|
|
|
¥ |
|
|
|
|||||
Total |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|||
16
Commercial Paper
We have commercial paper programs under which we may issue, repay and re-issue short-term unsecured commercial paper notes. The borrowings under these programs are for general corporate purposes. The maturities generally range from overnight to three months. Under customary terms in the commercial paper market, the notes are issued either at a discount to par or at par with fixed or floating interest rates. At any point in time, we are required to maintain available commitments under our Credit Facilities in an amount at least equal to the amount of notes outstanding under these programs.
|
|
Aggregate Capacity |
|
||||||
Program |
|
Borrowing Currency |
|
|
USD (1)(2) |
|
|||
Canadian dollar (3) |
|
C$ |
|
|
|
$ |
|
||
Multicurrency (4) |
|
€ |
|
|
|
$ |
|
||
U.S. dollar |
|
$ |
|
|
|
$ |
|
||
Total |
|
|
|
|
|
$ |
|
||
Senior Notes
The following table summarizes the issuances of senior notes during the six months ended June 30, 2026 (principal in thousands):
|
|
Aggregate Principal |
|
|
Issuance Date Weighted Average |
|
|
|||||||||||
Issuance Date |
|
Borrowing Currency |
|
|
USD (1) |
|
|
Interest Rate |
|
Years |
|
Maturity Date |
||||||
April |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|||||
April |
|
C$ |
|
|
|
$ |
|
|
|
|
|
|
|
|||||
June |
|
¥ |
|
|
|
$ |
|
|
|
|
|
|
|
|||||
Total |
|
|
|
|
|
$ |
|
|
|
|
|
|
|
|
||||
17
Long-Term Debt Maturities
Scheduled principal payments due on our debt for the remainder of 2026 and for each year through the period ended December 31, 2030, and thereafter were as follows at June 30, 2026 (in thousands):
|
|
Unsecured |
|
|
|
|
|
|
||||||||||||
|
|
Credit Facilities |
|
|
Senior |
|
|
Term Loans |
|
|
Secured |
|
|
|
|
|||||
Maturity |
|
Commercial Paper |
|
|
Notes |
|
|
and Other |
|
|
Mortgage |
|
|
Total |
|
|||||
2026 (1) |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
2027 (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2028 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2029 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
2030 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Thereafter |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Subtotal |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Unamortized premiums (discounts), net |
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
( |
) |
|||
Unamortized debt issuance costs, net |
|
|
|
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
Total |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|||||
Financial Debt Covenants
Our Credit Facilities, senior notes and term loans outstanding at June 30, 2026 were subject to certain financial covenants under their related documents. At June 30, 2026, we were in compliance with all of our financial debt covenants.
Guarantee of Finance Subsidiary Debt
We have finance subsidiaries as part of our operations in Europe (Prologis Euro Finance LLC), Japan (Prologis Yen Finance LLC) and the U.K. (Prologis Sterling Finance LLC) in order to mitigate our foreign currency risk by borrowing in the currencies in which we invest. These entities are
NOTE 6. NONCONTROLLING INTERESTS
Prologis, L.P.
We report noncontrolling interests related to several entities we consolidate but of which we do not own 100% of the equity. These entities include two real estate partnerships that have issued limited partnership units to third parties. Depending on the specific partnership agreements, these limited partnership units are redeemable for cash or, at our option, shares of the Parent’s common stock, generally at a rate of
Prologis, Inc.
The noncontrolling interests of the Parent include the noncontrolling interests described above for the OP, as well as the limited partnership units in the OP that are not owned by the Parent. The outstanding limited partnership units receive quarterly cash distributions equal to the quarterly dividends paid on our common stock pursuant to the terms of the applicable partnership agreements.
18
The following table summarizes these entities (dollars in thousands):
|
Our Ownership Percentage |
|
|
Noncontrolling Interests |
|
|
Total Assets |
|
|
Total Liabilities |
|
||||||||||||||||||||
|
Jun 30, |
|
|
Dec 31, |
|
|
Jun 30, |
|
|
Dec 31, |
|
|
Jun 30, |
|
|
Dec 31, |
|
|
Jun 30, |
|
|
Dec 31, |
|
||||||||
Prologis U.S. Logistics Venture |
|
% |
|
|
% |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
Other consolidated entities (1) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Prologis, L.P. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Limited partners in Prologis, L.P. (2) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Prologis, Inc. |
|
|
|
|
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||||||
NOTE 7. LONG-TERM COMPENSATION
Equity-Based Compensation Programs
Our equity-based compensation programs, including a description of performance hurdles, vesting periods and other information related to our programs, are described in our Annual Report on Form 10-K for the year ended December 31, 2025. There have been no significant changes to these programs from what was previously disclosed.
Performance Stock Unit ("PSU") Program
Beginning in January 2024, PSUs have been granted under the Company's 2020 Long-Term Incentive Plan and are settled in equity at the end of a
The fair value of the awards is measured at the grant date and amortized over the period from the grant date to the date at which the awards vest, regardless of whether the market condition has been satisfied, which ranges from to
Prologis Outperformance Plan (“POP”)
In prior years, we granted awards under our POP. After 2024, no new awards were granted under the POP. The RSUs and LTIP Units table below includes POP awards that were earned but are unvested, while any vested awards are reflected within the Consolidated Statements of Equity and Capital.
Other Equity-Based Compensation Programs
Our other equity-based compensation programs include: (i) the Prologis Promote Plan; (ii) the annual long-term incentive equity award program; and (iii) the annual bonus exchange program. Awards under these programs may be issued in the form of RSUs or LTIP Units at the participants' elections. RSUs and LTIP Units are valued based on the market price of the Parent’s common stock at the grant date, and the grant date fair value is recognized as compensation expense over the service period.
19
Summary of Award Activity
PSUs
The following table summarizes the activity for PSUs for the six months ended June 30, 2026 (units in thousands):
|
|
PSUs |
|
|||||
|
|
Unearned |
|
|
Weighted Average Grant Date Fair Value |
|
||
Balance at January 1, 2026 |
|
|
|
|
$ |
|
||
Granted |
|
|
|
|
|
|
||
Earned |
|
|
|
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
Balance at June 30, 2026 |
|
|
|
|
$ |
|
||
RSUs and LTIP Units
The following table summarizes the activity for RSUs and LTIP Units for the six months ended June 30, 2026 (units in thousands):
|
|
RSUs |
|
|
LTIP Units |
|
||||||||||
|
|
Unvested |
|
|
Weighted Average Grant Date Fair Value |
|
|
Unvested |
|
|
Weighted Average Grant Date Fair Value |
|
||||
Balance at January 1, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
Granted |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Conversion of earned PSUs |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Vested |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Forfeited |
|
|
( |
) |
|
|
|
|
|
( |
) |
|
|
|
||
Balance at June 30, 2026 |
|
|
|
|
$ |
|
|
|
|
|
$ |
|
||||
NOTE 8. EARNINGS PER COMMON SHARE OR UNIT
We determine basic earnings per share or unit based on the weighted average number of shares of common stock or units outstanding during the period. We compute diluted earnings per share or unit based on the weighted average number of shares or units outstanding combined with the incremental weighted average effect from all outstanding potentially dilutive instruments. During the year ended December 31, 2025, all Class A Units in the OP were converted to limited partnership units in the OP.
The computation of our basic and diluted earnings per share and unit was as follows (in thousands, except per share and unit amounts):
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
Prologis, Inc. |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net earnings attributable to common stockholders – Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net earnings attributable to exchangeable limited partnership units (1) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted net earnings attributable to common stockholders – Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding – Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Incremental weighted average effect on exchange of limited |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Incremental weighted average effect of equity awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common shares outstanding – Diluted (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings per share attributable to common stockholders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
20
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
June 30, |
|
|
June 30, |
|
||||||||||
Prologis, L.P. |
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
Net earnings attributable to common unitholders |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Net earnings attributable to Class A Units |
|
|
|
|
|
( |
) |
|
|
|
|
|
( |
) |
||
Net earnings attributable to common unitholders – Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings attributable to Class A Units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings attributable to exchangeable other limited partnership |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Adjusted net earnings attributable to common unitholders – Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common partnership units outstanding – Basic |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Incremental weighted average effect on exchange of Class A Units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Incremental weighted average effect on exchange of other limited |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Incremental weighted average effect of equity awards of Prologis, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Weighted average common units outstanding – Diluted (2) |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net earnings per unit attributable to common unitholders: |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Diluted |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
|
|
|
Three Months Ended |
|
|
Six Months Ended |
|
||||||||||
|
|
|
June 30, |
|
|
June 30, |
|
||||||||||
|
|
|
2026 |
|
|
2025 |
|
|
2026 |
|
|
2025 |
|
||||
|
Class A Units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Other limited partnership units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Equity awards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Prologis, L.P. |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Common limited partnership units |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
Prologis, Inc. |
|
|
|
|
|
|
|
|
|
|
|
|
||||
NOTE 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Derivative Financial Instruments
In the normal course of business, our operations are exposed to market risks, including the effect of changes in foreign currency exchange rates and interest rates. We may enter into derivative financial instruments to offset these underlying market risks. There have been no significant changes in our policy and strategy from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
21
The following table presents the fair value of our derivative financial instruments recognized within Other Assets and Other Liabilities in the Consolidated Balance Sheets (in thousands):
|
|
June 30, 2026 |
|
|
December 31, 2025 |
|
||||||||||
|
|
Asset |
|
|
Liability |
|
|
Asset |
|
|
Liability |
|
||||
Undesignated derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Forwards |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Brazilian real |
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
British pound sterling |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Canadian dollar |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Euro |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Japanese yen |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Swedish krona |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Options |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mexican peso |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Designated derivatives |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign currency contracts |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net investment hedges |
|
|
|
|
|
|
|
|
|
|
|
|
||||
British pound sterling |
|
|
|
|
|
|
|
|
|
|
|
|
||||
Canadian dollar |
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||