ProLogis Reports Third Quarter 2009 Results

- Major Elements of De-leveraging Plan Complete -

- Significant Progress on Development Portfolio Leasing -

- $325 Million in Equity Raised Through 'At the Market' Program -

DENVER, Oct. 22 /PRNewswire-FirstCall/ -- ProLogis (NYSE: PLD), a leading global provider of distribution facilities, today reported funds from operations as defined by ProLogis (FFO), excluding significant non-cash items, of $0.21 per diluted share for the third quarter of 2009, compared with $0.59 per diluted share in the third quarter of 2008. Significant non-cash items of $0.07 per diluted share for the third quarter of 2009 included impairment of real estate properties and other assets, which were partially offset by gains from early extinguishment of debt. FFO, including significant non-cash items, was $0.14 per diluted share for the third quarter of 2009; there were no significant non-cash items reported in the same period in 2008. Also embedded in the $0.21 per diluted share of FFO, excluding significant non-cash items, was approximately $0.03 per diluted share of non-recurring charges associated with write-offs of certain corporate assets and costs associated with the company's workforce reduction.

The company reported a net loss of $0.03 per diluted share for the third quarter of 2009, compared with net earnings of $0.12 per diluted share in the third quarter of 2008.

FFO, excluding significant non-cash items, was $1.06 per diluted share for the nine months ended September 30, 2009, compared with $2.95 per diluted share in 2008. FFO, including significant non-cash items, was $1.16 per diluted share for the same period in 2009; there were no significant non-cash items reported in the nine months ended September 30, 2008. Net earnings per diluted share for the nine months ended September 30, 2009 were $1.06 per diluted share, compared with $1.57 per diluted share in the same period of 2008.

Early Signs of Stabilization in Property Market Fundamentals

"During the third quarter, we began to see signs that demonstrate industrial property market fundamentals are firming up," said Walter C. Rakowich, chief executive officer. "While there continues to be pressure on market rental rates, overall market occupancies seem to be stabilizing, with an increase in customer activity. Some supply chain reconfiguration plans that were postponed are coming off the shelf, and there is growing customer interest in new build-to-suit development in global markets where there is a lack of appropriate supply.

"Throughout ProLogis' portfolio, occupancies increased for the first time in two years," Rakowich added. ProLogis' non-development portfolio was 92.7 percent leased at the end of the third quarter, an increase of 20 basis points over 92.5 percent leased at June 30. In addition, the company's static development portfolio (in place at December 31, 2008) was 61.7 percent leased at the end of the third quarter, up from 54.1 percent at June 30, 2009 and 41.4 percent at December 31, 2008.

"While one quarter does not signal a trend, we are feeling cautiously optimistic that market occupancies have stabilized and are pleased to have already reached the lower end of our goal to be 60 to 70 percent leased in our static development portfolio by year end. As global economies continue to show signs of improvement, we believe a corresponding increase in demand, combined with virtually non-existent new supply, should support stronger market occupancies in 2010," Rakowich said.

ProLogis' same-store net operating income as adjusted (excluding same-store assets associated with the company's development portfolio) decreased 4.3 percent, primarily reflecting year-over-year occupancy declines, offset by reduced rental expenses in the same-store pool. Continued pressure on market rents led to negative rent growth of 14.7 percent for the quarter on turnover of 20.2 million square feet, or 5.2 percent, of the adjusted same-store pool.

Beginning to Reduce Land Position Through Pre-leased Development and Sales

"One of our primary goals is to reduce risk by decreasing the amount of non-income producing assets on our balance sheet," said Ted R. Antenucci, chief investment officer. "Through land sales and pre-leased developments, we have begun to monetize nearly $120 million of land year to date. The developments started in the third quarter include two in Japan for Kirin Logistics and Senko and two in Europe for LG/Hi-Logistics and a major UK retailer. These projects demonstrate our new approach to development, whereby we generate returns from our land bank, and when possible, invest our development capital alongside that of our partners and customers. Going forward, we plan to focus more on these types of build-to-suit transactions and fee development management opportunities, such as the previously announced project we are doing for The Royal Mail in the UK."

Also during the third quarter, ProLogis completed gross asset sales and property fund contributions of $241.0 million. "Earlier in the year, we outlined our expectation for a total of $1.5 - $1.7 billion of contributions and asset sales, excluding the sale of our China operations and our property fund interests in Japan," Antenucci said. "With $1.2 billion of sales and contributions completed year to date, we are comfortable with meeting this target."

De-leveraging Plan Essentially Complete

"The third quarter also was notable for the completion of the remaining major elements associated with our de-leveraging plan," said William E. Sullivan, chief financial officer. "We successfully issued $350 million of senior notes, amended and extended our global line of credit to August 2012 and completed a bondholder consent solicitation that simplifies and improves transparency related to our bond covenants. We also took advantage of the REIT rally to issue equity through our at the market equity issuance program at average pricing of $11.15 per share, generating net proceeds of $325 million on approximately 29.8 million shares sold. These actions provide us with further flexibility and the liquidity to withstand pressure from today's challenging market conditions, while positioning us to consider opportunities that may emerge as global economies recover."

Through a combination of asset sales and fund contributions, common equity issuances and repurchases of debt at a discount, the company has reduced its direct debt by over $3.0 billion since December 31, 2008, while funding nearly $600 million of costs associated with its development portfolio.

"In addition to addressing ProLogis' direct debt maturities for 2009 and well into 2010, we also made substantial progress with the refinancing and repayment of property fund debt. Since the start of the year, we have completed over 1.6 billion of secured financings and loan extensions on behalf of our funds, of which approximately 1.2 billion was executed upon in the third quarter," said Sullivan.

Commentary on Guidance

"We are narrowing our full-year 2009 guidance to $1.39 to $1.43 per share of FFO, excluding significant non-cash items and non-recurring charges, and $0.96 to $1.00 in earnings per share. We will continue to monitor market conditions and their impact on expected results for next year and will provide the market with detailed guidance for 2010 in January prior to the release of fourth quarter results," Sullivan added.

Copies of ProLogis' third quarter 2009 supplemental information will be available from the company's website at http://ir.prologis.com in the "Annual & Supplemental Reports" section before open of market on Thursday, October 22, 2009. The company will host a webcast/conference call on Thursday, October 22, 2009, at 10:00 a.m. Eastern Time. The live webcast and the replay will be available on the company's website at http://ir.prologis.com. Additionally, a podcast of the company's conference call will be available on the company's website as well as on the REITCafe website located at www.REITCafe.com/reitcalls.

About ProLogis

ProLogis is a leading global provider of distribution facilities, with more than 475 million square feet of industrial space owned and managed (44 million square meters) in markets across North America, Europe and Asia. The company leases its industrial facilities to more than 4,500 customers, including manufacturers, retailers, transportation companies, third-party logistics providers and other enterprises with large-scale distribution needs. For additional information about the company, go to www.prologis.com.

The statements above 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, they involve uncertainties that could significantly impact ProLogis' financial results. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," "estimates," variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future - including statements relating to rent and occupancy growth, development activity and changes in sales or contribution volume of developed properties, general conditions in the geographic areas where we operate and the availability of capital in existing or new property funds - are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, international, regional and local economic climates, (ii) changes in financial markets, interest rates and foreign currency exchange rates, (iii) increased or unanticipated competition for our properties, (iv) risks associated with acquisitions, (v) maintenance of real estate investment trust ("REIT") status, (vi) availability of financing and capital, (vii) changes in demand for developed properties, and (viii) 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 press release.

                                Overview

    (in thousands, except per share amounts)
    Summary of Results
                                      Three Months Ended   Nine Months Ended
                                         September 30,        September 30,
                                         -------------        -------------
                                      2009      2008 (1)    2009      2008 (1)
                                      ----      -------     ----      -------
    Revenues (9)                   $273,932    $988,890  $973,679  $4,106,441

    Net earnings (loss) (a)        $(11,788)    $32,153  $405,809    $422,006
    Net earnings (loss)
     per share - Diluted (a)         $(0.03)      $0.12     $1.06       $1.57

    FFO, including
     significant non-cash
     items (a)                      $65,187    $157,994  $444,646    $793,936
      Add (deduct) significant
       non-cash items:
        Impairment of real
         estate properties
         and other assets            46,274           -   130,492           -
        Net gain related
         to disposed assets
         - China operations               -           -    (3,315)          -
        Gains on early
         extinguishment of debt     (12,010)          -  (173,218)          -
        Our share of
         certain (gains)
         losses recognized
         by the property funds       (4,925)          -     6,358           -
                                     ------         ---     -----         ---
          Total adjustments for
           significant non-cash
           items                     29,339           -   (39,683)          -
                                     ------         ---   -------         ---
    FFO, excluding significant
     non-cash items (a)             $94,526    $157,994  $404,963    $793,936
                                    =======    ========  ========    ========

    FFO per share - Diluted,
     including significant
     non-cash items (a)               $0.14       $0.59     $1.16       $2.95
      Add (deduct) - summarized
       significant non-cash
       adjustments - per share         0.07           -     (0.10)          -
                                       ----         ---     -----         ---
    FFO per share -
     Diluted, excluding
     significant non-cash
     items (a)                        $0.21       $0.59     $1.06       $2.95
                                      =====       =====     =====       =====

    Distributions per
     common share (b)                 $0.15     $0.5175     $0.55     $1.5525
                                      =====     =======     =====     =======


    ----
    (a)   These amounts are attributable to common shares.
    (b)   In April 2009, our Board of Trustees ("Board") set our quarterly
    distribution at $0.15 per common share. The payment of distributions,
    including the composition between cash and stock, is subject to
    authorization by the Board out of funds legally available for the payment
    of distributions, market conditions, our financial condition and Real
    Estate Investment Trust ("REIT") distribution requirements and may be
    adjusted at the discretion of the Board during the year.


    Footnotes follow Financial Statements



                          Consolidated Balance Sheets

    (in thousands, except per share data)

                                                September 30,   December 31,
                                                    2009          2008 (1)
                                                    ----          --------

    Assets:
      Investments in real estate assets (1):
        Industrial properties:
          Core                                   $7,441,065      $7,924,507
          Completed development                   4,094,702       3,031,449
          Properties under development              354,885       1,181,344
        Land held for development                 2,694,925       2,482,582
        Retail and mixed use properties             388,008         358,992
        Land subject to ground leases and
         other                                      416,577         425,001
        Other investments                           240,533         321,397
                                                    -------         -------
                                                 15,630,695      15,725,272
        Less accumulated depreciation             1,606,533       1,583,299
                                                  ---------       ---------
          Net investments in real estate
           assets                                14,024,162      14,141,973

      Investments in and advances to
       unconsolidated investees:
        Property funds (2)                        1,838,797       1,957,977
        Other unconsolidated investees              366,451         312,016
                                                    -------         -------
          Total investments in and
           advances to unconsolidated
           investees                              2,205,248       2,269,993

      Cash and cash equivalents                      41,542         174,636
      Accounts and notes receivable                 147,921         244,778
      Other assets (1)                            1,027,410       1,126,993
      Discontinued operations - assets held
       for sale (2)                                       -       1,310,754
                                                        ---       ---------
          Total assets                          $17,446,283     $19,269,127
                                                ===========     ===========

    Liabilities and Equity:
      Liabilities:
        Debt (1)(2)(3)(4)                        $7,706,105     $10,711,368
        Accounts payable and accrued expenses       611,408         658,868
        Other liabilities                           556,957         751,238
        Discontinued operations - assets
         held for sale (2)                                -         389,884
                                                        ---         -------
          Total liabilities                       8,874,470      12,511,358
                                                  ---------      ----------

      Equity (5):
        ProLogis shareholders' equity:
          Series C preferred shares at
           stated liquidation
           preference of $50 per share              100,000         100,000
          Series F preferred shares at
           stated liquidation
           preference of $25 per share              125,000         125,000
          Series G preferred shares at
           stated liquidation
           preference of $25 per share              125,000         125,000
          Common shares at $.01 par value
           per share                                  4,732           2,670
          Additional paid-in capital (1)          8,524,988       7,070,108
          Accumulated other comprehensive
           income (loss) (6)                        125,594         (29,374)
          Distributions in excess of net
           earnings (1)                            (455,109)       (655,513)
                                                   --------        --------
            Total ProLogis shareholders'
             equity                               8,550,205       6,737,891
        Noncontrolling interests (7)                 21,608          19,878
                                                     ------          ------
            Total equity                          8,571,813       6,757,769
                                                  ---------       ---------
            Total liabilities and equity        $17,446,283     $19,269,127
                                                ===========     ===========

    Footnotes follow Financial Statements



                      Consolidated Statements of Operations

    (in thousands, except per share amounts)

                                     Three Months Ended   Nine Months Ended
                                        September 30,       September 30,
                                        -------------       -------------
                                         2009  2008 (1)      2009   2008 (1)
                                         ----  --------      ----   --------
      Revenues:
        Rental income (8)            $225,130  $225,501  $674,648   $707,245
        Property management
         and other fees and
         incentives (2)                45,792    35,125   111,200     97,195
        CDFS disposition
         proceeds (9):
          Developed and
           repositioned
           properties (2)                   -   613,443   180,237  3,013,511
          Acquired property
           portfolios                       -   107,063         -    270,238
        Development
         management and
         other income                   3,010     7,758     7,594     18,252
                                        -----     -----     -----     ------
           Total revenues             273,932   988,890   973,679  4,106,441
                                      -------   -------   -------  ---------

      Expenses:
        Rental expenses (10)           69,498    68,551   208,195    219,402
        Investment
         management
         expenses (10)                 10,186    13,456    31,581     38,417
        Cost of CDFS
         dispositions (1)(9):
          Developed and
           repositioned
           properties                       -   543,118         -  2,465,550
          Acquired property
           portfolios                       -   107,063         -    270,238
        General and
         administrative (10)(11)       38,632    46,651   128,325    140,363
        Reduction in
         workforce (11)                   415         -    11,745          -
        Impairment of
         real estate
         properties and
         other assets (12)             46,274         -   130,492          -
        Depreciation and
         amortization                  80,484    74,515   233,872    220,896
        Other expenses                  8,405     3,495    19,408     10,658
                                        -----     -----    ------     ------
          Total expenses              253,894   856,849   763,618  3,365,524
                                      -------   -------   -------  ---------

      Operating income                 20,038   132,041   210,061    740,917

      Other income (expense):
        Earnings from
         unconsolidated
         property funds, net (13)      11,639    17,918    31,135     35,904
        Earnings (loss) from
         other unconsolidated
         investees, net                  (693)    5,208     2,850     12,429
        Interest expense (1)(14)      (89,838)  (94,290) (265,819)  (284,752)
        Other income
         (expense), net               (10,021)      868    (5,846)    13,996
        Net gains on
         dispositions of
         real estate
         properties (9)                13,627     1,152    22,419      5,816
        Foreign currency
         exchange gains
         (losses), net (15)            13,386   (10,073)   34,898    (32,977)
        Gains on early
         extinguishment
         of debt (3)                   12,010         -   173,218          -
                                       ------       ---   -------        ---
          Total other income
           (expense)                  (49,890)  (79,217)   (7,145)  (249,584)
                                      -------   -------    ------   --------

      Earnings before
       income taxes                   (29,852)   52,824   202,916    491,333
        Current income tax
         expense (benefit) (2)         (4,626)   10,938    30,140     47,717
        Deferred income tax
         expense (benefit)             (5,088)   10,706   (20,687)    19,403
                                       ------    ------   -------     ------
          Total income taxes           (9,714)   21,644     9,453     67,120
                                       ------    ------     -----     ------
      Earnings (loss) from
       continuing operations          (20,138)   31,180   193,463    424,213
      Discontinued operations (16):
        Income attributable to
         disposed properties              611     6,133    17,810     10,136
        Net gain related to
         disposed assets  -
         China operations (2)               -         -     3,315          -
        Net gains on dispositions:
          Non-development
           properties                  14,270     2,492   199,791      8,161
          Development properties
           and land subject to
           ground leases (2)                -       108    11,503      2,232
                                            -       ---    ------      -----
               Total discontinued
                operations             14,881     8,733   232,419     20,529
                                       ------     -----   -------     ------
      Consolidated net
       earnings (loss)                 (5,257)   39,913   425,882    444,742
      Net earnings
       attributable to
       noncontrolling
       interests (7)                     (162)   (1,427)     (966)    (3,665)
                                         ----    ------      ----     ------
      Net earnings (loss)
       attributable to
       controlling
       interests (1)                   (5,419)   38,486   424,916    441,077
      Less preferred share
       dividends                        6,369     6,333    19,107     19,071
                                        -----     -----    ------     ------
      Net earnings (loss)
       attributable to common
       shares                        $(11,788)  $32,153  $405,809   $422,006
                                     ========   =======  ========   ========

      Weighted average
       common shares
       outstanding - Basic (5)        452,683   263,139   379,421    261,665
      Weighted average
       common shares
       outstanding - Diluted (5)      452,683   266,133   382,623    270,665

      Net earnings (loss) per
       share attributable to
       common shares - Basic:
        Continuing operations          $(0.06)    $0.09     $0.46      $1.53
        Discontinued operations          0.03      0.03      0.61       0.08
                                         ----      ----      ----       ----
          Net earnings (loss) per
           share attributable to
           common shares - Basic       $(0.03)    $0.12     $1.07      $1.61
                                       ======     =====     =====      =====

      Net earnings (loss) per
       share attributable to
       common shares -Diluted:
        Continuing operations          $(0.06)    $0.09     $0.45      $1.49
        Discontinued operations          0.03      0.03      0.61       0.08
                                         ----      ----      ----       ----
          Net earnings (loss) per
           share attributable to
           common shares -Diluted      $(0.03)    $0.12     $1.06      $1.57
                                       ======     =====     =====      =====

    Footnotes follow Financial Statements



            Consolidated Statements of Funds From Operations (FFO)

    (in thousands, except per share amounts)

                                 Three Months Ended    Nine Months Ended
                                    September 30,         September 30,
                                    -------------         -------------
                                  2009     2008 (1)      2009     2008 (1)
                                  ----     --------      ----     --------
    Revenues:
        Rental income           $225,226   $253,580   $711,681   $785,557
        Property management
         and other
         fees and incentives (2)  45,792     35,502    111,293     97,572
        CDFS disposition
         proceeds (9):
          Developed and
           repositioned
           properties (2)              -    617,133    180,237  3,032,408
          Acquired property
           portfolios                  -    190,711          -    353,886
        Development management
         and other income          3,010      7,991      7,594     18,522
                                   -----      -----      -----     ------
          Total revenues         274,028  1,104,917  1,010,805  4,287,945
                                 -------  ---------  ---------  ---------

    Expenses:
        Rental expenses (10)      68,874     79,589    218,228    245,632
        Investment management
         expenses (10)            10,186     13,456     31,581     38,417
        Cost of CDFS
         dispositions (1)(9):
          Developed and
           repositioned
           properties                  -    546,700          -  2,483,925
          Acquired property
           portfolios                  -    190,711          -    353,886
        General and
         administrative (10)      38,632     50,842    129,630    153,178
        Reduction in workforce
         (11)                        415          -     11,745          -
        Impairment of real
         estate properties and
         other assets (12)        46,274          -    130,492          -
        Depreciation of
         corporate assets          3,982      4,004     12,069     12,155
        Other expenses             8,405      3,689     19,414     11,792
                                   -----      -----     ------     ------
          Total expenses         176,768    888,991    553,159  3,298,985
                                 -------    -------    -------  ---------

                                  97,260    215,926    457,646    988,960
    Other income (expense):
        FFO from
         unconsolidated
         property funds (13)      43,901     50,067    115,518    128,454
        FFO from other
         unconsolidated
         investees                   947      4,824      8,926      5,304
        Interest expense (1)     (89,838)   (93,839)  (265,649)  (284,128)
        Other income
         (expense), net          (10,021)     1,822     (5,774)    17,082
        Net gains on
         dispositions of real
         estate properties (9)    12,515          -     30,072          -
        Foreign currency
         exchange gains
         (losses), net               318     (3,927)   (22,068)    (7,732)
        Gains on early
         extinguishment of
         debt (3)                 12,010          -    173,218          -
        Current income tax
         benefit (expense)
         (2)(17)                   4,626    (11,577)   (30,341)   (39,443)
        Net gain related to
         disposed assets  -
          China operations (2)         -          -      3,315          -

                                 -------    -------      -----   --------
          Total other income
           (expense)             (25,542)   (52,630)     7,217   (180,463)
                                 -------    -------      -----   --------

    FFO                           71,718    163,296    464,863    808,497

    Less preferred share
     dividends                     6,369      6,333     19,107     19,071
    Less net earnings (loss)
     attributable to
     noncontrolling interests (7)    162     (1,031)     1,110     (4,510)
                                     ---     ------      -----     ------
    FFO attributable to
     common shares, including
     significant non-cash items  $65,187   $157,994   $444,646   $793,936

    Adjustments for significant
     non-cash items               29,339          -    (39,683)         -
                                  ------        ---    -------        ---
    FFO attributable to
     common shares, excluding
     significant non-cash
     items                       $94,526   $157,994   $404,963   $793,936
                                 =======   ========   ========   ========

    Weighted average common
     shares outstanding -
     Basic (5)                   452,683    263,139    379,421    261,665

    FFO per share
     attributable to common
     shares, including
     significant non-cash items:
      Basic                        $0.14      $0.60      $1.17      $3.03
                                   =====      =====      =====      =====
      Diluted                      $0.14      $0.59      $1.16      $2.95
                                   =====      =====      =====      =====

    FFO per share attributable
     to common shares,
     excluding significant
     non-cash items:
      Basic                        $0.21      $0.60      $1.07      $3.03
                                   =====      =====      =====      =====
      Diluted                      $0.21      $0.59      $1.06      $2.95
                                   =====      =====      =====      =====


    Footnotes follow Financial Statements



                    Reconciliations of Net Earnings (Loss) to FFO and EBITDA

    (in thousands)
    Reconciliation of net earnings (loss) to FFO, including significant non-
     cash items

                                        Three Months Ended  Nine Months Ended
                                           September 30,      September 30,
                                           -------------      -------------
                                         2009    2008 (1)    2009    2008 (1)
                                         ----    --------    ----    --------
    Net earnings (loss) (a)          $(11,788)   $32,153   $405,809  $422,006
      Add (deduct) NAREIT
       defined adjustments:
        Real estate related
         depreciation and
         amortization                  76,502     70,511    221,803   208,741
        Adjustments to gains
         on dispositions for
         depreciation                  (1,001)         -     (2,204)   (1,710)
        Gains on dispositions
         of non-development/
         non-CDFS properties             (111)    (1,152)    (1,646)   (5,814)
        Reconciling items
         attributable to
         discontinued
         operations (16):
          Gains on dispositions
           of non-development/
           non-CDFS properties        (14,270)    (2,492)  (199,791)   (8,161)
          Real estate related
           depreciation and
           amortization                   109      7,415      8,614    23,633
                                          ---      -----      -----    ------
            Total discontinued
             operations               (14,161)     4,923   (191,177)   15,472
        Our share of reconciling
         items from
         unconsolidated
         investees:
          Real estate related
           depreciation and
           amortization                37,973     37,596    113,954   103,908
          Adjustment to gains/
           losses on dispositions
           for depreciation            (1,310)         2     (7,888)     (163)
          Other amortization items     (1,659)    (4,433)    (7,821)  (12,503)
                                       ------     ------     ------   -------
            Total unconsolidated
             investees                 35,004     33,165     98,245    91,242
                                       ------    -------    -------   -------
               Total NAREIT
                defined adjustments    96,233    107,447    125,021   307,931
                                       ------    -------    -------   -------
                  Subtotal-NAREIT
                   defined FFO         84,445    139,600    530,830   729,937

      Add (deduct) our defined
       adjustments:
        Foreign currency
         exchange losses
         (gains), net (15)            (13,068)     6,417    (56,897)   27,218
        Current income tax
         expense (17)                       -          -          -     9,658
        Deferred income tax
         expense (benefit)             (5,088)    10,742    (20,699)   19,478

        Our share of reconciling
        items from unconsolidated
         investees:
          Foreign currency
           exchange losses
           (gains), net (15)             (556)       953       (790)    2,413
          Unrealized losses
           (gains) on derivative
           contracts, net                (208)       183     (6,167)    4,998
          Deferred income tax
           expense (benefit)             (338)        99     (1,631)      234
                                         ----        ---     ------       ---
               Total unconsolidated
                investees              (1,102)     1,235     (8,588)    7,645
                                       ------      -----     ------     -----

                  Total our defined
                   adjustments        (19,258)    18,394    (86,184)   63,999
                                      -------     ------    -------    ------

    FFO, including significant
     non-cash items (a)               $65,187   $157,994   $444,646  $793,936
                                      =======   ========   ========  ========



    Reconciliation of FFO, including significant non-cash items, to FFO,
    excluding significant non-cash items
                                      Three Months Ended  Nine Months Ended
                                        September 30,       September 30,
                                        -------------       -------------
                                      2009    2008 (1)     2009    2008 (1)
                                      ----    -------      ----    -------
    FFO, including significant
     non-cash items (a)             $65,187  $157,994   $444,646   $793,936
      Add (deduct) significant
      non-cash items:
        Impairment of real
         estate properties
         and other assets (12)       46,274         -    130,492          -
        Net gain related to
         disposed assets  -
         China operations (2)             -         -     (3,315)         -
        Gains on early
         extinguishment of
         debt (3)                   (12,010)        -   (173,218)         -
        Our share of certain
         (gains) losses
         recognized by the
         property funds              (4,925)        -      6,358          -
                                     ------       ---    -------        ---
          Total adjustments
           for significant
           non-cash items            29,339         -    (39,683)         -
                                     ------       ---    -------        ---

    FFO, excluding significant
     non-cash items (a)             $94,526  $157,994   $404,963   $793,936
                                    =======  ========   ========   ========

    Reconciliation of FFO, excluding significant non-cash items, to EBITDA
                                 Three Months Ended   Nine Months Ended
                                   September 30,        September 30,
                                   -------------        -------------
                                  2009    2008 (1)     2009     2008 (1)
                                  ----    -------      ----     -------
    FFO, excluding significant
     non-cash items (a)         $94,526  $157,994   $404,963    $793,936
        Interest expense         89,838    93,839    265,649     284,128
        Depreciation of
         corporate assets         3,982     4,004     12,069      12,155
        Current income tax
         expense (benefit)
         included in FFO         (4,626)   11,577     30,341      39,443
        Adjustments to gains
         on dispositions for
         interest capitalized     4,605    12,195     11,544      44,995
        Preferred share
         dividends                6,369     6,333     19,107      19,071
        Share of reconciling
         items from
         unconsolidated
         investees               44,241    52,554    130,705     140,088
                                 ------    ------    -------     -------

    Earnings before
     interest, taxes,
     depreciation and
     amortization (EBITDA)     $238,935  $338,496   $874,378  $1,333,816
                               ========  ========   ========  ==========

    See Consolidated Statements of Operations and Consolidated Statements
     of FFO.
    Footnotes follow Financial Statements

    (a)  Attributable to common shares.



                       Calculation of Per Share Amounts

    (in thousands, except per share amounts)

    Net Earnings (Loss) Per Share

                                     Three Months Ended  Nine Months Ended
                                       September 30,      September 30,
                                       -------------      -------------
                                         2009      2008     2009      2008
                                         ----      ----     ----      ----
    Net earnings (loss) - Basic (a)  $(11,788)  $32,153 $405,809  $422,006
    Noncontrolling interest
     attributable to convertible
     limited partnership units (b)          -         -      966     3,665
                                          ---       ---      ---     -----
    Adjusted net earnings (loss) -
     Diluted (a)                     $(11,788)  $32,153 $406,775  $425,671
                                     ========   ======= ========  ========

    Weighted average common shares
     outstanding - Basic              452,683   263,139  379,421   261,665
    Incremental weighted average
     effect of conversion of limited
     partnership units (b)                  -         -    1,192     5,088
    Incremental weighted average
     effect of stock awards (c)             -     2,994    2,010     3,912
                                          ---     -----    -----     -----
    Weighted average common shares
     outstanding - Diluted            452,683   266,133  382,623   270,665
                                      =======   =======  =======   =======

    Net earnings (loss) per share -
     Diluted (a)                       $(0.03)    $0.12    $1.06     $1.57
                                       ======     =====    =====     =====

    FFO Per Share, including significant non-cash items

                                     Three Months Ended  Nine Months Ended
                                       September 30,      September 30,
                                       -------------      -------------
                                         2009      2008     2009      2008
                                         ----      ----     ----      ----
    FFO - Basic, including
     significant non-cash items (a)   $65,187  $157,994 $444,646  $793,936
    Noncontrolling interest
     attributable to convertible
     limited partnership units (b)          -     1,427      966     3,665
                                          ---     -----      ---     -----
    FFO - Diluted, including
     significant non-cash items (a)   $65,187  $159,421 $445,612  $797,601
                                      =======  ======== ========  ========

    Weighted average common shares
     outstanding - Basic              452,683   263,139  379,421   261,665
    Incremental weighted average
     effect of conversion of limited
     partnership units (b)                  -     5,146    1,192     5,088
    Incremental weighted average
     effect of stock awards (c)         2,388     2,994    2,010     3,912
                                        -----     -----    -----     -----
    Weighted average common shares
     outstanding - Diluted            455,071   271,279  382,623   270,665
                                      =======   =======  =======   =======

    FFO per share - Diluted,
     including significant non-cash
     items (a)                          $0.14     $0.59    $1.16     $2.95
                                        =====     =====    =====     =====

    FFO Per Share, excluding significant non-cash items

                                     Three Months Ended  Nine Months Ended
                                       September 30,      September 30,
                                       -------------      -------------
                                         2009      2008     2009      2008
                                         ----      ----     ----      ----
    FFO - Basic, including
     significant non-cash items (a)   $65,187  $157,994 $444,646  $793,936
    Adjustments for significant non-
     cash items                        29,339         -  (39,683)        -
    Noncontrolling interest
     attributable to convertible
     limited partnership units            162     1,427      966     3,665
                                          ---     -----      ---     -----
    FFO - Diluted, excluding
     significant non-cash items (a)   $94,688  $159,421 $405,929  $797,601
                                      =======  ======== ========  ========

    Weighted average common shares
     outstanding - Basic              452,683   263,139  379,421   261,665
    Incremental weighted average
     effect of conversion of limited
     partnership units                  1,110     5,146    1,192     5,088
    Incremental weighted average
     effect of stock awards (c)         2,388     2,994    2,010     3,912
                                        -----     -----    -----     -----
    Weighted average common shares
     outstanding - Diluted            456,181   271,279  382,623   270,665
                                      =======   =======  =======   =======

    FFO per share - Diluted,
     excluding significant non-cash
     items (a)                          $0.21     $0.59    $1.06     $2.95
                                        =====     =====    =====     =====


    (a) Attributable to common shares.
    (b) If the impact of the conversion of limited partnership units is
        anti-dilutive, the income and shares are not included in the diluted
        per share calculation.
    (c) Total weighted average potentially dilutive awards outstanding were
        11,470 and 9,603 for the three months ended September 30, 2009 and
        2008, respectively, and 11,739 and 9,993 for the nine months ended
        September 30, 2009 and 2008, respectively. Of the potentially
        dilutive instruments, 6,062 and 3,112, were anti-dilutive for the
        three months ended September 30, 2009 and 2008, respectively, and
        6,875 and 1,769, were anti-dilutive for the nine months ended
        September 30, 2009 and 2008. During a loss period, the impact from
        convertible partnership units and stock awards are not included as the
        impact is anti-dilutive.

Notes to Financial Statements

Please also refer to our annual and quarterly financial statements filed with the Securities and Exchange Commission on Forms 10-K and 10-Q for further information about us and our business. Certain 2008 amounts included in our financial statements have been reclassified to conform to the 2009 presentation.

(1) In May 2008, the Financial Accounting Standards Board ("FASB") issued a new standard that requires separate accounting for the debt and equity components of convertible debt. The value assigned to the debt component is the estimated fair value of a similar bond without the conversion feature at the time of issuance, which would result in the debt being recorded at a discount. The resulting debt discount is amortized through the first redeemable option date as additional non-cash interest expense. We adopted this standard on January 1, 2009, as required, on a retroactive basis to the convertible notes we issued in 2007 and 2008. As a result, we restated our 2008 results to reflect the additional interest expense and the additional capitalized interest related to our development activities for both properties we currently own, as well as properties that were contributed during the applicable periods. This restatement impacted earnings and FFO.

The following tables illustrate the impact of the restatement on our Consolidated Balance Sheets and Consolidated Statements of Operations and FFO for these periods (in thousands):

                                           As of December 31, 2008
                                           -----------------------
                                                 New Standard
                                 As Reported      Adjustments      As Adjusted
                                 -----------      -----------      -----------
    Consolidated Balance Sheet:
    ---------------------------
    Net investments in real
     estate assets               $15,706,172         $19,100      $15,725,272
    Other assets                  $1,129,182         $(2,189)      $1,126,993
    Debt                         $11,007,636       $(296,268)     $10,711,368
    Additional paid in
     capital                      $6,688,615        $381,493       $7,070,108
    Distributions in excess
     of net earnings               $(587,199)       $(68,314)       $(655,513)




                               For the three months ended, September 30, 2008
                               ----------------------------------------------
                                                   New Standard
                                 As Reported      Adjustments (a)  As Adjusted
                                 -----------      --------------   -----------
                                                                  (before 2009
                                                                  discontinued
                                                                   operations
                                                                   adjustment)
    Consolidated Statements of
     Operations:
    --------------------------
    Cost of CDFS dispositions       $733,022            $807        $733,829
    Interest expense, net of
     capitalization                  $83,327         $10,512         $93,839
    Net earnings attributable to
     controlling interests           $49,805        $(11,319)        $38,486


                               For the nine months ended, September 30, 2008
                               ---------------------------------------------
                                                  New Standard
                                As Reported      Adjustments (a)   As Adjusted
                                -----------      --------------    -----------
                                                                  (before 2009
                                                                  discontinued
                                                                   operations
                                                                   adjustment)
    Consolidated Statements of
     Operations:
    --------------------------
    Cost of CDFS dispositions    $2,818,114          $1,322         $2,819,436
    Interest expense, net of
     capitalization                $252,587         $31,541           $284,128
    Net earnings attributable
     to controlling interests      $473,940        $(32,863)          $441,077

    --------
    (a) The adjustments are the same in our Consolidated Statements of FFO.

(2) On February 9, 2009, we sold our operations in China and our property fund interests in Japan to affiliates of GIC Real Estate, the real estate investment company of the Government of Singapore Investment Corporation ("GIC RE"), for total cash consideration of $1.3 billion ($845 million related to China and $500 million related to the Japan investments). We used the proceeds primarily to pay down borrowings on our credit facilities.

All of the assets and liabilities associated with our China operations were classified as Assets and Liabilities Held for Sale in our accompanying Consolidated Balance Sheet as of December 31, 2008. In the fourth quarter of 2008, based on the carrying values of these assets and liabilities, as compared with the estimated sales proceeds less costs to sell, we recognized an impairment of $198.2 million. In connection with the sale in the first quarter of 2009, we recognized a $3.3 million gain on sale. In addition, the results of our China operations are presented as discontinued operations in our accompanying Consolidated Statements of Operations for all periods. All operating information presented throughout this report excludes China operations.

In connection with the sale of our investments in the Japan property funds, we recognized a gain of $180.2 million. The gain is reflected as CDFS Proceeds in our Consolidated Statements of Operations and FFO, as it represents previously deferred gains on the contribution of properties to the property funds based on our ownership interest in the property funds at the time of original contribution of properties. We also recognized $20.5 million in current income tax expense related to the Japan portion of the transaction. In April 2009, we sold one property in Japan to GIC RE for $128.1 million, resulting in a gain on sale of $13.1 million that is reflected as Discontinued Operations - Net Gains on Dispositions of Development Properties and Land Subject to Ground Leases and as Net Gains on Dispositions of Real Estate Properties in our Consolidated Statements of Operations and FFO, respectively. The building and related borrowings were classified as held for sale at December 31, 2008.

We continued to manage the Japan properties until July 2009. In connection with the termination of the management agreement, we earned a termination fee of $16.3 million that is included in Property Management and Other Fees and Incentives in our Consolidated Statements of Operations and FFO.

(3) During the three and nine months ended September 30, 2009, in connection with our announced initiatives to reduce debt, we repurchased several series of notes outstanding at a discount and extinguished some secured debt prior to maturity, which resulted in the recognition of gains and is summarized, as follows (in thousands):

                                             For the Three     For the Nine
                                             Months Ended      Months Ended
                                             September 30,     September 30,
                                                 2009              2009
                                             --------------    --------------
    Convertible Senior Notes:
     Original principal amount                   $15,000         $536,257
     Cash purchase price                         $13,028         $351,105
    Senior Notes (a):
     Original principal amount                   $20,000         $363,192
     Cash purchase price                         $19,925         $322,015
    Secured Debt:
     Original principal amount (b)              $227,017         $227,017
     Cash extinguishment price                  $227,017         $227,017
    Total:
     Original principal amount                  $262,017       $1,126,466
     Cash purchase/ extinguishment price        $259,970         $900,137
     Gain on early extinguishment of debt (c)    $12,010         $173,218

    --------
    (a) Included in the nine months ended September 30, 2009 is the
        repurchase of euro 97.7 million ($136.0 million) original principal
        amount of our Euro senior notes for euro 82.6 million ($115.1
        million).
    (b) Amount excludes premium of $11.4 million that was recorded upon
        acquisition.
    (c) Represents the difference between the recorded debt (net of the
        discount or premium) and the consideration we paid to retire the debt.

(4) In July 2009, we exercised our option to extend the maturity of our global line of credit (the "Global Line") to October 6, 2010. In August 2009, we amended the Global Line, extending the maturity to August 21, 2012 and reducing the size of our aggregate commitments to $2.25 billion after October 2010. The Global Line will continue to have a capacity of $3.6 billion until October 2010. We may draw funds from a syndicate of banks in US dollars, euros, Japanese yen, British pound sterling and Canadian dollars and until October 2010, South Korean won. Lenders who did not participate in the amended and extended facility will be subject to the existing pricing structure through October 2010, while the new pricing structure is effective for continuing lenders.

In connection with the amendment of the Global Line, we repaid the balance outstanding and terminated our existing multi-currency credit facility, which was scheduled to mature on October 6, 2009, with borrowings under the Global Line.

In August 2009, we issued $350 million of senior notes with a stated interest rate of 7.625% and a maturity of August 2014. We used the proceeds primarily to repay borrowings under our Global Line and other debt.

(5) On April 14, 2009, we completed a public offering of 174.8 million common shares at a price of $6.60 per share and received net proceeds of $1.1 billion that were used to repay borrowings under our credit facilities. During the third quarter, we issued 29.8 million shares and received gross proceeds of $331.9 million and paid offering expenses of approximately $6.9 million under our at the market share issuance plan.

(6) The net gains recognized in Accumulated Other Comprehensive Income (Loss) in the nine months ended September 30, 2009 in our Consolidated Balance Sheet are principally the result of the strengthening of the euro, yen and pound sterling against the U.S. dollar, offset somewhat by the sale of our China operations and investments in the Japan property funds in February 2009. The strengthening of these currencies against the U.S. dollar results in greater net assets upon translation of our international operations into U.S. dollars.

(7) On January 1, 2009, we adopted the provisions of a new accounting standard that requires noncontrolling interests (previously referred to as minority interests) to be reported as a component of equity and changes the accounting for transactions with noncontrolling interest holders.

(8) In our Consolidated Statements of Operations, rental income includes the following (in thousands):

                                Three Months Ended     Nine Months Ended
                                   September 30,         September 30,
                                   -------------         -------------
                                  2009       2008       2009       2008
                                  ----       ----       ----       ----
    Rental income             $168,562   $164,710   $496,270   $517,864
    Rental expense recoveries   48,598     51,970    151,753    165,129
    Straight-lined rents         7,970      8,821     26,625     24,252
                                 -----      -----     ------     ------
                              $225,130   $225,501   $674,648   $707,245
                              ========   ========   ========   ========

    The decrease in rental income is generally due to the contributions and
     sale of properties, offset somewhat by increased leasing in our
     development properties.

(9) In response to market conditions, during the fourth quarter of 2008 we modified our business strategy. As a result, as of December 31, 2008, we have two operating segments - Direct Owned and Investment Management, and we no longer have a CDFS Business segment. We presented the results of operations of our CDFS Business segment separately in 2008.

Our direct owned segment represents the direct, long-term ownership of industrial properties. Our investment strategy in this segment focuses primarily on the ownership and leasing of industrial properties in key distribution markets. We consider these properties to be our Core Portfolio. Also included in this segment are operating properties we developed with the intent to contribute the properties to an unconsolidated property fund that we previously referred to as our "CDFS Pipeline" and, beginning December 31, 2008, we now refer to as our Completed Development Portfolio. Our intent is to hold and use the Core and Development properties, however, we may contribute either Core or Development properties to the property funds, to the extent there is fund capacity, or sell them to third parties. When we contribute or sell Development properties, we recognize FFO to the extent the proceeds received exceed our original investment (i.e. prior to depreciation). However, beginning January 1, 2009, we now present the results as Net Gains on Dispositions, rather than as CDFS Disposition Proceeds and Cost of CDFS Dispositions. In addition, we have industrial properties that are currently under development (also included in our Development Portfolio) and land available for development that are part of this segment as well. The investment management segment represents the investment management of unconsolidated property funds and joint ventures and the properties they own. See note 16 for information on properties sold to third parties.

(10) Beginning in 2009, we are reporting the direct costs associated with our investment management segment for all periods presented as a separate line item "Investment Management Expenses" in our Consolidated Statements of Operations and FFO. These costs include the property management expenses associated with the property-level management of the properties owned by the property funds (previously included in Rental Expenses) and the investment management expenses associated with the asset management of the property funds (previously included in General and Administrative Expenses). In order to allocate the property management expenses between the properties owned by us and the properties owned by the property funds and joint ventures, we use the square feet owned at the beginning of the period by the respective portfolios. See note 2 related to the Japan properties that we no longer manage.

(11) As we previously announced in the fourth quarter of 2008, in response to the difficult economic climate, we initiated general and administrative expense ("G&A") reductions with a near-term target of a 20 to 25% reduction in G&A prior to capitalization or allocation. These initiatives include a Reduction in Workforce ("RIF") and reductions to other expenses through various cost savings measures. Due to the changes in our business strategy in the fourth quarter of 2008, we have halted the majority of our new development activities, which, along with lower gross G&A, has resulted in lower capitalized G&A. Our G&A included in our Statements of Operations consisted of the following (in thousands):

                                 Three Months Ended    Nine Months Ended
                                    September 30,        September 30,
                                    -------------        -------------
                                   2009       2008      2009       2008
                                   ----       ----      ----       ----
    Gross G&A expense            $65,060    $94,486   $212,221   $289,464
      Capitalized amounts
       and amounts reported
       as rental and
       investment management
       expenses                  (26,428)   (47,835)   (83,896)  (149,101)
                                 -------    -------    -------  ---------
    Net G&A                      $38,632    $46,651   $128,325   $140,363
                                 =======    =======   ========   ========

    In the fourth quarter of 2008 and the nine months ended September 30,
     2009, we recognized $23.1 million and $11.7 million, respectively, of
     expenses related to the RIF program.

(12) During the three and nine months ended September 30, 2009, we recorded impairment charges of our real estate properties of $39.7 million and $123.9 million, respectively, related primarily to completed development properties in Europe that have been or we expect to contribute or sell during the remainder of 2009. The charges represent the difference between the estimated proceeds and our cost basis at the time of contribution/sale and may vary depending on market conditions. In addition, we recorded impairment charges of other assets of $6.6 million, which related primarily to intangible assets that were acquired in 2007.

(13) The following table represents our share of income (loss) recognized by the property funds related to derivative activity and the sale of real estate properties (in thousands).

                                  Three Months Ended     Nine Months Ended
                                     September 30,         September 30,
                                     -------------         -------------
                                    2009       2008      2009         2008
                                    ----       ----      ----         ----
    Included in Earnings from
     Unconsolidated Property
     Funds in our Consolidated
     Statements of Operations:
      Derivative loss:           $(2,890)   $(2,447)   $(7,700)     $(13,089)
      Gain (loss) from the
       sale of properties and
       (impairment charges):     $(1,496)    $1,302    $(5,777)       $1,467

    Included in FFO from
     Unconsolidated
     Property Funds in
     our Consolidated
     Statements of FFO:
      Derivative loss:           $(3,099)   $(2,265)  $(13,867)      $(8,092)
      Gain (loss) from the
       sale of properties and
       (impairment charges):     $(2,544)    $1,304   $(13,403)       $1,304



(14) The following table presents the components of interest expense as reflected in our Consolidated Statements of Operations (in thousands):

                                 Three Months Ended     Nine Months Ended

                                    September 30,         September 30,
                                    -------------         -------------
                                  2009       2008        2009       2008
                                  ----       ----        ----       ----

    Interest expense           $91,349   $120,014      $281,585   $360,820
    Amortization of
     discount, net              15,706     18,243        51,049     45,225
    Amortization of
     deferred loan costs         4,941      3,044        11,191      8,765
                                 -----      -----        ------      -----
      Interest expense
       before capitalization   111,996    141,301       343,825    414,810
    Capitalized amounts        (22,158)   (47,011)      (78,006)  (130,058)
                               -------    -------       -------  ---------
    Net interest expense       $89,838    $94,290      $265,819   $284,752
                               =======    =======      ========   ========

    The decrease in interest expense in 2009 over 2008 is due to
     significantly lower debt levels, offset by lower capitalization due to
     less development activity.

(15) Included in Foreign Currency Exchange Gains (Losses), Net, for the nine months ended September 30, 2009 and 2008, are net foreign currency exchange gains and losses, respectively, related to the remeasurement of inter-company loans between the U.S. and our consolidated subsidiaries in Japan and Europe due to the fluctuations in the exchange rates of U.S. dollars to the yen, the euro and pound sterling between December 31st and September 30th of the applicable years. We do not include the gains and losses related to inter-company loans in our calculation of FFO.

(16) The operations of the properties held for sale or disposed of to third parties and the aggregate net gains recognized upon their disposition are presented as discontinued operations in our Consolidated Statements of Operations for all periods presented, unless the property was developed under a pre-sale agreement.

As discussed in Note 2 above, all of the assets and liabilities associated with our China operations were classified as Assets and Liabilities Held for Sale in our accompanying Consolidated Balance Sheet as of December 31, 2008, as well as one property in Japan that we sold to GIC RE in April 2009.

During the first nine months of 2009, other than our China operations, we disposed of 128 properties to third parties aggregating 13.7 million square feet, 3 of which were development properties. This includes a portfolio of 90 properties aggregating 9.6 million square feet that were sold to a single venture in which we retained a 5% interest and for which we will continue to manage the properties. During all of 2008, we disposed of 15 properties to third parties, 6 of which were development properties, as well as land subject to ground leases.

The income attributable to these properties was as follows (in thousands):

                                       Three Months Ended   Nine Months Ended
                                          September 30,        September 30,
                                          -------------        -------------
                                         2009      2008      2009       2008
                                         ----      ----      ----       ----
    Rental income                         $96    $28,079   $37,033    $78,312
    Rental expenses                       624    (11,038)  (10,033)   (26,230)
    Depreciation and amortization        (109)    (7,415)   (8,614)   (23,633)
    Other expenses, net                     -     (3,493)     (576)   (18,313)
                                          ---     ------      ----    -------
      Income attributable to disposed
       properties                        $611     $6,133   $17,810    $10,136
                                         ====     ======   =======    =======


For purposes of our Consolidated Statements of FFO, we do not segregate discontinued operations. In addition, we include the gains from disposition of land parcels and Completed Development Properties (2009) and CDFS properties (2008) in the calculation of FFO, including those classified as discontinued operations.

(17) In connection with purchase accounting, we record all of the acquired assets and liabilities at the estimated fair values at the date of acquisition. For our taxable subsidiaries, we recognize the deferred tax liabilities that represent the tax effect of the difference between the tax basis carried over and the fair values at the date of acquisition. As taxable income is generated in these subsidiaries, we recognize a deferred tax benefit in earnings as a result of the reversal of the deferred tax liability previously recorded at the acquisition date and we record current income tax expense representing the entire current income tax liability. In our calculation of FFO, we only include the current income tax expense to the extent the associated income is recognized for financial reporting purposes.

SOURCE ProLogis