ProLogis Reports Growth In Third Quarter FFO and Earnings Per Share

- 78.5 Percent Increase in FFO per Share Driven by Investment Management Business Gains, Strong Operating Property Performance and Solid Development Profits -

- Company Sets Range of $4.65 to $4.85 for 2008 FFO per Share -

DENVER, Oct. 25 /PRNewswire-FirstCall/ -- ProLogis (NYSE: PLD), the world's largest owner, manager and developer of distribution facilities, today reported third quarter funds from operations as defined by ProLogis (FFO) of $1.41 per diluted share, up 78.5 percent from $0.79 in the same period in 2006. Net earnings per diluted share were $1.12 for the third quarter of 2007, compared with $0.65 for the same period in 2006.

For the nine months ended September 30, 2007, FFO was $3.81 per diluted share, up 47.1 percent from $2.59 in the first nine months of 2006. Net earnings per diluted share for the nine months ended September 30, 2007, were $3.51, compared with $2.04 in the comparable period of 2006.

"We're pleased to report another quarter of strong financial and operating performance," said Jeffrey H. Schwartz, ProLogis chairman and chief executive officer. "Our results reflect high occupancy levels with strong growth in rental rates, above-average development margins and the value we are creating through our Investment Management business."

Schwartz noted that global market supply and demand remain generally well balanced, while international trade continues to support customer requirements for modern distribution space in key logistics markets. "We have significant opportunities to further expand our global platform due to the ongoing reconfiguration of supply chains, functional obsolescence of a large portion of existing facilities throughout Europe and Asia and growing customer demand for more energy-efficient buildings.

"We believe these trends are secular, rather than cyclical, in nature and will support favorable industrial market fundamentals for the foreseeable future," Schwartz said. "Given the industry-leading scale and quality of our portfolio and the strength of our customer relationships, we are exceptionally well positioned to benefit from this long-term environment."

2007 Guidance Increased; Guidance Set for 2008 FFO per Share at $4.65 to $4.85

The company increased full-year guidance for FFO per share to $4.40 - $4.50. The increase is due to the third quarter recognition in FFO of $0.36 per share related to ProLogis' previously announced acquisition of the shares of Macquarie ProLogis Trust (MPR) and subsequent contribution to a new property fund. The transaction resulted in the recognition of deferred proceeds on prior property contributions to ProLogis North American Properties Fund V, the subsequent gain on contribution of the MPR assets into the newly formed ProLogis North American Industrial Fund II (NAIF II) and a gain related to the settlement of foreign currency forward contracts used to manage the fluctuation of the purchase price as denominated in Australian dollars. The company's previous guidance, which included an estimated $0.30 per share of income related to the MPR transaction, was $4.25 - $4.40 in FFO per share. The company's guidance related to earnings per share remains at its most recent estimate of $3.80 - $4.00 per share.

The company also set a range for 2008 FFO guidance of $4.65 to $4.85 per share and will provide business drivers to support that guidance in early 2008. "As a result of continued strong market fundamentals and customer demand driven by growth in global trade, we anticipate another year of solid growth in FFO per share," Schwartz said.

New Funds Expand Investment Management Platform and Support Growth in Fee Income

During the third quarter, the company announced four new property funds, in addition to NAIF II, with a combined capitalization of over $14 billion that will own distribution centers in Europe, the United States, Mexico and South Korea. Together with the capacity in ProLogis' existing funds, the company now has agreements in place to support $33 billion of assets in its Investment Management business, compared with $18.2 billion at September 30, 2007, and expects to recognize a corresponding increase in management fee income as these new funds are fully invested. At its October 10, 2007 Investor Day, the company outlined an objective to grow its Investment Management business to $37 to $40 billion by the end of 2010.

"Our new property funds were oversubscribed despite the recent credit crunch, which has begun to slow competitive development activity and caused investors to look towards more secure investments," Schwartz said. "Having committed equity capital in place to support our growing development business will prove to be a significant benefit to us as the environment for smaller, less well-capitalized developers becomes more challenging."

Solid Market Fundamentals Support Increased Expectations for New Development

"In North America, net absorption in the top 30 logistics markets remained healthy at over 32 million square feet during the third quarter," said Walter C. Rakowich, ProLogis president and chief operating officer. "While there are indications of a potential slowdown in the North American economy, our U.S. portfolio remains well occupied, and we are capturing a significant number of new build-to-suit opportunities.

"Our build-to-suit business also is accelerating in Europe. In Germany, for example, we signed agreements for roughly 1.8 million square feet of new development on a pre-committed basis. In Asia, where markets remain chronically undersupplied, net absorption remains healthy and leasing activity in the company's new inventory development is brisk," Rakowich said. "Additionally, with 79 percent of our year-to-date construction starts outside North America, we are well diversified and positioned to sustain growth."

During the third quarter, ProLogis began construction of $797.9 million of new industrial development, including development activity within its industrial joint ventures. The company's total CDFS pipeline stood at $6.2 billion at the end of the quarter, a 16.1 percent increase over December 31, 2006. Of this amount, total expected investment in projects currently under construction is $2.8 billion, while the remaining $3.4 billion of completed developments and repositioned properties was 65 percent leased at quarter end.

"We continue to achieve strong lease up in our pipeline of recently completed projects and properties under development," said Ted R. Antenucci, ProLogis chief investment officer. "As a result of strong customer demand and leasing, we have increased our guidance for expected 2007 development starts to between $3.8 and $4.0 billion, up from our guidance of $3.4 to $3.6 billion just last quarter."

During the quarter, the company signed roughly 10.2 million square feet of new CDFS leases, including those with repeat customers such as: Hitachi Transport in Fukuoka, Japan; DHL in Venlo, The Netherlands and GE Commercial in Monterrey, Mexico. "Existing customers continue to drive our new development, representing 73 percent of the new CDFS leases signed during the quarter," Antenucci said.

    Selected Financial and Operating Information

    -- Increased same-store net operating income in the quarter by 5.4 percent
       (a 5.9 percent increase when straight-lined rents and lease
       amortization are excluded), driven by 2.7 percent growth in average
       same-store occupancies and same-store rent growth of 9.6 percent.
    -- Maintained strong occupancy in the stabilized portfolio of 95.5
       percent, compared with 95.2 percent at June 30, 2007.
    -- Recycled $3.2 billion of capital from CDFS contributions and
       dispositions during the quarter.  Including non-CDFS disposition
       activity, total dispositions and contributions were $3.3 billion for
       the quarter.
    -- Realized FFO from CDFS transactions of $230.1 million for the quarter,
       up from $92.8 million in the third quarter of 2006.  For the third
       quarter, post-deferral, post-tax margins for all CDFS dispositions
       averaged 7.7%, with Developed and Repositioned Properties averaging
       27.3 percent and Acquired Property Portfolios (including the MPR
       transaction noted above) averaging 2.9 percent. Year-to-date, post-
       deferral, post-tax margins for all CDFS dispositions averaged 16.8
       percent, with Developed and Repositioned Properties averaging 36.4%.
    -- Started new developments with a total expected investment of $2.1
       billion in the first nine months, including joint venture developments.
    -- Grew ProLogis' share of FFO from property funds to $39.9 million for
       the quarter, compared with $19.4 million in the same quarter of 2006,
       an increase of 105.7 percent.
    -- Recognized fee income from property funds for the quarter of $27.1
       million, compared with $20.4 million in the same quarter of 2006, an
       increase of 32.8 percent.
    -- Increased total assets owned and under management to $34.4 billion, up
       from $26.7 billion at December 31, 2006, a year-to-date increase of
       28.8 percent.

Copies of ProLogis' third quarter 2007 supplemental information will be available from the company's website at http://ir.prologis.com or by request at 800-820-0181. The supplemental information also is available on the SEC's website at http://www.sec.gov. The related conference call will be available via a live webcast on the company's website at http://ir.prologis.com at 10:00 a.m. Eastern Time on Thursday, October 25, 2007. A replay of the webcast will be available on the company's website until November 8, 2007. 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 http://www.REITcafe.com.

About ProLogis

ProLogis is the world's largest owner, manager and developer of distribution facilities, with operations in 105 markets across North America, Europe and Asia. The company has $34.4 billion of assets owned, managed and under development, comprising 483.0 million square feet (44.9 million square meters) in 2,669 properties as of September 30, 2007. ProLogis' customers include manufacturers, retailers, transportation companies, third-party logistics providers and other enterprises with large-scale distribution needs. Headquartered in Denver, Colorado, ProLogis employs more than 1,300 people worldwide.

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 under "Item 1A -Risk Factors" in ProLogis' Annual Report on Form 10-K for the year ended December 31, 2006.



                                     ProLogis

                                Third Quarter 2007
                           Unaudited Financial Results

                          Selected Financial Information
             (in thousands, except per share amounts and percentages)

                                                    Three Months Ended
                                                        September 30,

                                               2007       2006        % Change

    Net earnings attributable to
     common shares:
      Net earnings attributable to
       common shares                        $299,445       $166,305     80.1%
      Net earnings per diluted share
       attributable to common shares           $1.12          $0.65     72.3%

    FFO and FFO, as adjusted see
     definition of FFO
       FFO attributable to common shares    $376,155       $202,054     86.2%
        Add back:
          Merger integration and
           relocation expenses (1)                 -              -
      FFO attributable to
       common shares, as adjusted           $376,155       $202,054     86.2%
      FFO per diluted share
       attributable to common
       shares                                  $1.41          $0.79     78.5%
         Add back:
          Merger integration and
           relocation expenses(1)                  -              -
      FFO per diluted share attributable
       to common shares, as adjusted           $1.41          $0.79     78.5%

    EBITDA:
      EBITDA                                $556,029       $329,837     68.6%

    Distributions:
      Actual distributions
       per common share (2)                    $0.46          $0.40     15.0%



                                                     Nine Months Ended
                                                      September 30,

                                               2007         2006       %Change


    Net earnings attributable to
     common shares:
      Net earnings attributable to
       common shares                        $935,639      $517,861      80.7%
      Net earnings per diluted share
       attributable to common shares           $3.51         $2.04      72.1%

    FFO and FFO, as adjusted see
     definition of FFO
       FFO attributable to common shares
        Add back:                         $1,015,773      $656,263      54.8%
          Merger integration and
           relocation expenses (1)                 -         2,723
      FFO attributable to
       common shares, as adjusted          1,015,773      $658,986      54.1%
      FFO per diluted share
       attributable to common
       shares                                  $3.81         $2.58      47.7%
          Add back:
          Merger integration and
           relocation expenses(1)                  -          0.01
      FFO per diluted share attributable
       to common shares, as adjusted           $3.81         $2.59      47.1%

    EBITDA:
      EBITDA                              $1,515,398    $1,036,369      46.2%

    Distributions:
      Actual distributions
       per common share (2)                    $1.38         $1.20      15.0%


    See our definition of FFO and our definition of EBITDA.
    Footnotes follow Consolidated Balance Sheets.



                                   ProLogis
                              Third Quarter 2007
                         Unaudited Financial Results
                     Consolidated Statements of Earnings
                                (in thousands)

                                      Three Months Ended   Nine Months Ended
                                         September 30,       September 30,
                                       2007       2006      2007       2006

     Revenues:
       Rental income (7)(8)          $282,579  $232,495   $813,114   $673,040
       CDFS disposition proceeds
        (9)(10)(11):
          Developed and repositioned
           properties                 735,428   311,840  2,092,081  1,050,704
          Acquired property
           portfolios               2,406,795         -  2,406,795          -
       Property management and
        other fees and
        incentives (11)                27,095    20,421     72,679     79,318
       Development management and
        other income                   10,321    11,099     23,936     26,525
          Total revenues            3,462,218   575,855  5,408,605  1,829,587

     Expenses:
       Rental expenses (7)             73,473    58,547    212,664    170,723
       Cost of CDFS dispositions (9):
         Developed and repositioned
          properties                  572,668   234,216  1,488,343    821,054
         Acquired property
          portfolios                2,338,186         -  2,338,186          -
       General and administrative
        (1)(12)                        52,326    37,787    152,971    113,085
       Depreciation and
        amortization                   72,497    69,634    225,206    207,876
       Other expenses (13)              3,550     2,977     21,484      8,924
         Total expenses             3,112,700   403,161  4,438,854  1,321,662

     Operating income                 349,518   172,694    969,751    507,925

     Other income (expense):
       Earnings from unconsolidated
        property funds (11)            46,688    11,215     81,456     78,629
       Earnings from CDFS joint
        ventures and other
        unconsolidated investees (6)    4,679     9,590      6,996     47,011
       Interest expense (14)         (107,964)  (77,417)  (287,255)  (216,933)
       Interest income on notes
        receivable                      2,950     3,914      9,107     13,236
       Interest and other income,
        net                             8,663     5,313     23,415     10,596
         Total other income
          (expense)                   (44,984)  (47,385)  (166,281)   (67,461)

     Earnings before minority
      interest                        304,534   125,309    803,470    440,464
     Minority interest                 (1,855)     (565)    (2,751)    (2,541)

     Earnings before certain net
      gains                           302,679   124,744    800,719    437,923
     Gains recognized on
      dispositions of certain non-
      CDFS business assets (15)        21,289         -    145,374     13,709
     Foreign currency exchange
      gains, net (16)                     991     9,202     10,145     16,449
     Earnings before income taxes     324,959   133,946    956,238    468,081
     Income taxes (17):
       Current income tax expense      14,204    34,824     58,949     75,913
       Deferred income tax
        (benefit) expense              11,892   (22,362)     5,710    (16,780)
         Total income taxes            26,096    12,462     64,659     59,133
     Earnings from continuing
      operations                      298,863   121,484    891,579    408,948
     Discontinued operations (18):
       Income attributable to
        disposed properties and
        assets held for sale              329     6,601      1,856     17,760
       Gains recognized on
        dispositions:
         Non-CDFS business assets       6,607    29,386     38,732     80,037
         CDFS business assets               -    15,188     22,537     30,178
              Total discontinued
               operations               6,936    51,175     63,125    127,975
     Net earnings                     305,799   172,659    954,704    536,923
     Less preferred share dividends     6,354     6,354     19,065     19,062
     Net earnings attributable to
      common shares                  $299,445  $166,305   $935,639   $517,861
    Weighted average common shares
     outstanding - Basic              257,435   245,460    256,270    244,918
    Weighted average common shares
     outstanding - Diluted            267,871   256,233    267,177    255,559

    Net earnings per share attributable
     to common shares - Basic:
      Continuing operations             $1.13     $0.47      $3.40      $1.59
      Discontinued operations            0.03      0.21       0.25       0.52
        Net earnings per share
         attributable to common
         shares - Basic                 $1.16     $0.68      $3.65      $2.11

    Net earnings per share attributable
     to common shares - Diluted:
      Continuing operations             $1.09     $0.45      $3.27      $1.54
      Discontinued operations            0.03      0.20       0.24       0.50
        Net earnings per share
         attributable to common
         shares -  Diluted              $1.12     $0.65      $3.51      $2.04

    Footnotes follow Consolidated Balance Sheets.



    Calculation of Net Earnings per Share Attributable to Common Shares -
                                   Diluted
                     (in thousands, except per share amounts)

                                       Three Months Ended   Nine Months Ended
                                         September 30,        September 30,
                                         2007      2006       2007      2006
    Net earnings attributable to
     common shares - Basic             $299,445  $166,305  $935,639  $517,861
    Minority interest (a)                   947       565     3,409     2,541
    Adjusted net earnings attributable
     to common shares - Diluted        $300,392  $166,870  $939,048  $520,402

    Weighted average common shares
     outstanding - Basic                257,435   245,460   256,270   244,918
    Incremental weighted average
     effect of conversion of limited
     partnership units                    5,011     5,142     5,086     5,218
    Incremental weighted average
     effect of potentially dilutive
     instruments (b)                      5,425     5,631     5,821     5,423
    Weighted average common shares
     outstanding - Diluted              267,871   256,233   267,177   255,559

    Net earnings per share
     attributable to common shares -
     Diluted                              $1.12     $0.65     $3.51     $2.04

    COMMENTS
    (a) Includes only the minority interest related to the convertible limited
        partnership units.

    (b) Total weighted average potentially dilutive instruments outstanding
        were 10,062 and 10,966 for the three months ended September 30, 2007
        and 2006, respectively, and 10,393 and 10,987 for the nine months
        ended September 30, 2007 and 2006 respectively.  Subtantially all were
        dilutive for both periods.



                                    ProLogis

                               Third Quarter 2007
                           Unaudited Financial Results

             Consolidated Statements of Funds From Operations (FFO)
                    (in thousands, except per share amounts)

                                    Three Months Ended    Nine Months Ended
                                       September 30,         September 30,
                                      2007      2006        2007       2006

     Revenues:
       Rental income (7)(18)        $283,127  $243,907    $820,179   $723,356
       CDFS disposition proceeds
        (9)(10)(11)(18):
         Developed and repositioned
          properties                 735,428   429,002   2,265,379  1,273,783
         Acquired property
          portfolios               2,406,795         -   2,406,795          -
       Property management and
        other fees and incentives
        (11)                          27,095    20,421      72,679     79,318
       Development management and
        other income                  10,321    11,099      23,936     26,525
         Total revenues            3,462,766   704,429   5,588,968  2,102,982

     Expenses:
       Rental expenses (7)(18)        73,686    61,271     215,634    193,257
       Cost of CDFS dispositions
        (9)(18):
         Developed and repositioned
          properties                 573,914   336,190   1,642,687  1,013,489
         Acquired property
          portfolios               2,338,186         -   2,338,186          -
       General and administrative
        (1)(12)                       52,326    37,787     152,971    113,085
       Depreciation of corporate
        assets                         2,706     2,201       7,997      7,016
       Other expenses (13)             3,550     2,977      21,484      8,924
         Total expenses            3,044,368   440,426   4,378,959  1,335,771

                                     418,398   264,003   1,210,009    767,211
     Other income (expense):
       FFO from unconsolidated
        property funds (11)           39,931    19,420     103,800     98,467
       FFO from CDFS joint
        ventures and other
        unconsolidated investees(6)    6,628    10,937      12,684     51,551
       Interest expense (18)        (107,964)  (77,417)   (287,255)  (217,807)
       Interest income on notes
        receivable                     2,950     3,914       9,107     13,236
       Interest and other income, net  8,663     5,313      23,415     10,596
       Foreign currency exchange
        gains (expenses and
        losses), net (16)             29,962      (840)     21,740      7,334
       Current income tax expense
        (17)                         (14,204)  (16,357)    (55,911)   (52,722)
         Total other income
          (expense)                  (34,034)  (55,030)   (172,420)   (89,345)

     FFO                             384,364   208,973   1,037,589    677,866
     Less preferred share
      dividends                        6,354     6,354      19,065     19,062
     Less minority interest            1,855       565       2,751      2,541
     FFO attributable to common
      shares                        $376,155  $202,054  $1,015,773   $656,263

     Weighted average common
      shares outstanding - Basic     257,435   245,460     256,270    244,918
     Weighted average common
      shares outstanding -
      Diluted                        267,871   256,233     267,177    255,559

     FFO per share attributable
      to common shares:
        Basic                          $1.46     $0.82       $3.96      $2.68
        Diluted                        $1.41     $0.79       $3.81      $2.58

    FFO attributable to common
     shares - Basic                 $376,155  $202,054  $1,015,773   $656,263
    Minority interest attributable
     to convertible limited
     partnership units                   947       565       3,409      2,541
    FFO attributable to common
     shares - Diluted               $377,102  $202,619  $1,019,182   $658,804

    Merger integration and
     relocation expenses (1)               -         -           -      2,723
    FFO attributable to common
     shares, as adjusted - Diluted   $377,102  $202,619  $1,019,182  $661,527

    Weighted average common shares
     outstanding - Basic              257,435   245,460     256,270   244,918
    Incremental weighted average
     effect of conversion of limited
     partnership units                  5,011     5,142       5,086     5,218
    Incremental weighted average
     effect of potentially dilutive
     instruments                        5,425     5,631       5,821     5,423
    Weighted average common shares
     outstanding - Diluted            267,871   256,233     267,177   255,559


    FFO per share attributable to
     common shares - Diluted            $1.41     $0.79       $3.81     $2.58

    FFO per share attributable to
     common shares, as adjusted -
     Diluted                            $1.41     $0.79       $3.81     $2.59

    See Consolidated Statements of Earnings and the Reconciliations of Net
    Earnings to FFO.

    Footnotes follow Consolidated Balance Sheets.

                              Definition of FFO

FFO is a non-Generally Accepted Accounting Principles (GAAP) measure that is commonly used in the real estate industry. The most directly comparable GAAP measure to FFO is net earnings. Although the National Association of Real Estate Investment Trusts (NAREIT) has published a definition of FFO, modifications to the NAREIT calculation of FFO are common among REITs, as companies seek to provide financial measures that meaningfully reflect their business. FFO, as we define it, is presented as a supplemental financial measure. FFO is not used by us as, nor should it be considered to be, an alternative to net earnings computed under GAAP as an indicator of our operating performance or as an alternative to cash from operating activities computed under GAAP as an indicator of our ability to fund our cash needs.

FFO is not meant to represent a comprehensive system of financial reporting and does not present, nor do we intend it to present, a complete picture of our financial condition and operating performance. We believe that GAAP net earnings remains the primary measure of performance and that FFO is only meaningful when it is used in conjunction with GAAP net earnings. Further, we believe that our consolidated financial statements, prepared in accordance with GAAP, provide the most meaningful picture of our financial condition and our operating performance.

NAREIT's FFO measure adjusts GAAP net earnings to exclude historical cost depreciation and gains and losses from the sales of previously depreciated properties. We agree that these two NAREIT adjustments are useful to investors for the following reasons:

    (a) historical cost accounting for real estate assets in accordance with
        GAAP assumes, through depreciation charges, that the value of real
        estate assets diminishes predictably over time. NAREIT stated in its
        White Paper on FFO "since real estate asset values have historically
        risen or fallen with market conditions, many industry investors have
        considered presentations of operating results for real estate
        companies that use historical cost accounting to be insufficient by
        themselves." Consequently, NAREIT's definition of FFO reflects the
        fact that real estate, as an asset class, generally appreciates over
        time and depreciation charges required by GAAP do not reflect the
        underlying economic realities.

    (b) REITs were created as a legal form of organization in order to
        encourage public ownership of real estate as an asset class through
        investment in firms that were in the business of long-term ownership
        and management of real estate. The exclusion, in NAREIT's definition
        of FFO, of gains and losses from the sales of previously depreciated
        operating real estate assets allows investors and analysts to readily
        identify the operating results of the long-term assets that form the
        core of a REIT's activities and assists in comparing those operating
        results between periods.  We include the gains and losses from
        dispositions of properties acquired or developed in our CDFS business
        segment and our proportionate share of the gains and losses from
        dispositions recognized by the property funds in our definition of
        FFO.


At the same time that NAREIT created and defined its FFO concept for the REIT industry, it also recognized that ''management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.'' We believe that financial analysts, potential investors and shareholders who review our operating results are best served by a defined FFO measure that includes other adjustments to GAAP net earnings in addition to those included in the NAREIT defined measure of FFO.

Our defined FFO measure excludes the following items from GAAP net earnings that are not excluded in the NAREIT defined FFO measure:

    (i)   deferred income tax benefits and deferred income tax expenses
          recognized by our subsidiaries;
    (ii)  current income tax expense related to acquired tax liabilities that
          were recorded as deferred tax liabilities in an acquisition, to the
          extent the expense is offset with a deferred income tax benefit in
          GAAP earnings that is excluded from our defined FFO measure;
    (iii) certain foreign currency exchange gains and losses resulting
          from certain debt transactions between us and our foreign
          consolidated subsidiaries and our foreign unconsolidated investees;
    (iv)  foreign currency exchange gains and losses from the remeasurement
          (based on current foreign currency exchange rates) of certain third
          party debt of our foreign consolidated subsidiaries and our foreign
          unconsolidated investees; and
    (v)   mark-to-market adjustments associated with derivative financial
          instruments utilized to manage our foreign currency risks.

    FFO of our unconsolidated investees is calculated on the same basis.

The items that we exclude from GAAP net earnings, while not infrequent or unusual, are subject to significant fluctuations from period to period that cause both positive and negative effects on our results of operations, in inconsistent and unpredictable directions. Most importantly, the economics underlying the items that we exclude from GAAP net earnings are not the primary drivers in management's decision-making process and capital investment decisions. Period to period fluctuations in these items can be driven by accounting for short-term factors that are not relevant to long-term investment decisions, long-term capital structures or to long-term tax planning and tax structuring decisions. Accordingly, we believe that investors are best served if the information that is made available to them allows them to align their analysis and evaluation of our operating results along the same lines that our management uses in planning and executing our business strategy.

Real estate is a capital-intensive business. Investors' analyses of the performance of real estate companies tend to be centered on understanding the asset value created by real estate investment decisions and understanding current operating returns that are being generated by those same investment decisions. The adjustments to GAAP net earnings that are included in arriving at our FFO measure are helpful to management in making real estate investment decisions and evaluating our current operating performance. We believe that these adjustments are also helpful to industry analysts, potential investors and shareholders in their understanding and evaluation of our performance on the key measures of net asset value and current operating returns generated on real estate investments.

While we believe that our defined FFO measure is an important supplemental measure, neither NAREIT's nor our measure of FFO should be used alone because they exclude significant economic components of GAAP net earnings and are, therefore, limited as an analytical tool. Some of the limitations are:

    -- The current income tax expenses that are excluded from our defined FFO
       measure represent taxes that are payable.
    -- Depreciation and amortization of real estate assets are economic costs
       that are excluded from FFO. FFO is limited as it does not reflect the
       cash requirements that may be necessary for future replacements of the
       real estate assets. Further, the amortization of capital expenditures
       and leasing costs necessary to maintain the operating performance of
       distribution properties are not reflected in FFO.
    -- Gains or losses from property dispositions represent changes in the
       value of the disposed properties. FFO, by excluding these gains and
       losses, does not capture realized changes in the value of disposed
       properties arising from changes in market conditions.
    -- The deferred income tax benefits and expenses that are excluded from
       our defined FFO measure result from the creation of a deferred income
       tax asset or liability that may have to be settled at some future
       point. Our defined FFO measure does not currently reflect any income or
       expense that may result from such settlement.
    -- The foreign currency exchange gains and losses that are excluded from
       our defined FFO measure are generally recognized based on movements in
       foreign currency exchange rates through a specific point in time. The
       ultimate settlement of our foreign currency-denominated net assets is
       indefinite as to timing and amount. Our defined FFO measure is limited
       in that it does not reflect the current period changes in these net
       assets that result from periodic foreign currency exchange rate
       movements.

We compensate for these limitations by using our FFO measure only in conjunction with GAAP net earnings. To further compensate, we always reconcile our defined FFO measure to GAAP net earnings in our financial reports. Additionally, we provide investors with our complete financial statements prepared under GAAP, our definition of FFO, which includes a discussion of the limitations of using our non-GAAP measure, and a reconciliation of our GAAP measure (net earnings) to our non-GAAP measure (FFO, as we define it) so that investors can appropriately incorporate this measure and its limitations into their analyses.



                                     ProLogis

                                Third Quarter 2007
                           Unaudited Financial Results

                      Reconciliations of Net Earnings to FFO
                                  (in thousands)

                                     Three Months Ended    Nine Months Ended
                                        September 30,         September 30,
                                       2007      2006        2007       2006

    Reconciliation of net earnings
     to FFO:
      Net earnings attributable to
       common shares                 $299,445  $166,305    $935,639  $517,861
        Add (deduct) NAREIT defined
         adjustments:
           Real estate related
            depreciation and
            amortization               69,791    67,433     217,209   200,860
           Adjustments to CDFS
            dispositions for
            depreciation               (1,246)        -      (3,583)      466
           Gains recognized on
            dispositions of certain
            non-CDFS business assets
            (15)                      (21,289)        -    (145,374)  (13,709)
        Reconciling items
         attributable to discontinued
         operations (18):
           Gains recognized on
            dispositions of non-CDFS
            business assets           (6,607)  (29,386)    (38,732)  (80,037)
           Real estate related
            depreciation and
            amortization                   7     2,087       2,240     9,148
               Totals discontinued
                operations            (6,600)  (27,299)    (36,492)  (70,889)
        Our share of reconciling
         items from unconsolidated
         investees (19):
           Real estate related
            depreciation and
            amortization               24,460    18,010      63,669    47,834
           Gains on dispositions of
            non-CDFS business assets  (32,603)   (6,642)    (34,491)   (6,753)
           Other amortization items
            (20)                       (2,427)   (2,067)     (6,376)  (14,199)
               Totals unconsolidated
                investees             (10,570)    9,301      22,802    26,882

             Totals NAREIT defined
              adjustments              30,086    49,435      54,562   143,610

                 Subtotals-NAREIT
                  defined FFO         329,531   215,740     990,201   661,471

        Add (deduct) our defined
         adjustments:
           Foreign currency exchange
            losses (gains), net (16)   28,971   (10,042)     11,595    (9,115)
           Current income tax expense
            (17)                            -    18,467       3,038    23,191
           Deferred income tax
            expense (benefit) (17)     11,892   (22,362)      5,710   (16,780)
        Our share of reconciling
         items from unconsolidated
         investees (19):
           Foreign currency exchange
            losses, net                 6,001     1,143       5,828       130
           Deferred income tax
            benefit                      (240)     (892)       (599)   (2,634)
               Totals unconsolidated
                investees               5,761       251       5,229    (2,504)

             Totals our defined
              adjustments              46,624   (13,686)     25,572    (5,208)

      FFO attributable to common
       shares                        $376,155  $202,054  $1,015,773  $656,263



                                     ProLogis

                                Third Quarter 2007
                           Unaudited Financial Results

                    Reconciliations of Net Earnings to EBITDA
                                  (in thousands)

                                   Three Months Ended    Nine Months Ended
                                     September 30,         September 30,
                                     2007      2006       2007        2006

    Reconciliation of net earnings
     to EBITDA:
      Net earnings attributable to
       common shares               $299,445  $166,305    $935,639    $517,861
        Add (deduct):
        NAREIT defined adjustments
         to compute FFO              30,086    49,435      54,562     143,610
        Our defined adjustments to
         compute FFO                 46,624   (13,686)     25,572      (5,208)
        Add:
          Interest expense           107,964    77,417     287,255     216,933
          Depreciation of corporate
           assets                      2,706     2,201       7,997       7,016
          Current income tax expense
           included in FFO (17)       14,204    16,357      55,911      52,722
          Adjustments to CDFS gains
           on dispositions for
           interest capitalized       14,458     5,521      32,632      25,427
          Preferred share dividends    6,354     6,354      19,065      19,062
          Reconciling items
           attributable to
           discontinued operations         -         -           -         874
          Impairment charges (13)          -       614      12,600       4,174
          Share of reconciling items
           from unconsolidated
           investees (19)             34,188    19,319      84,165      53,898
     EBITDA                         $556,029  $329,837  $1,515,398  $1,036,369

     See Consolidated Statements of Earnings and the Reconciliations of Net
     Earnings to FFO.

     Footnotes follow Consolidated Balance Sheets.

     Definition of EBITDA (Earnings before Interest, Taxes, Depreciation and
     Amortization):
     We believe that EBITDA is a useful supplemental measure, although it does
     not represent net earnings or cash from operating activities that are
     computed in accordance with GAAP and is not indicative of cash available
     to fund cash needs, which we present in our Consolidated Statements of
     Cash Flows and include in our Annual Reports on Form 10-K and Quarterly
     Reports on Form 10-Q that are filed with the Securities and Exchange
     Commission. Accordingly, the EBITDA measure presented should not be
     considered as an alternative to net earnings as an indicator of our
     operating performance, or as an alternative to cash flows from operating,
     investing, or financing activities as a measure of liquidity. The EBITDA
     measure presented may not be comparable to similarly titled measures of
     other REITs.

     EBITDA generally represents net earnings computed in accordance with GAAP
     adjusted to exclude:
       (i)   interest expense;
       (ii)  income tax expenses and benefits; and
       (iii) depreciation and amortization expenses.

     In our computation of EBITDA the following items are also excluded:

       (i)   preferred dividends and charges related to the redemption of
             preferred shares;
       (ii)  the foreign currency exchange gains and losses that are also
             excluded in our definition of FFO;
       (iii) impairment charges; and
       (iv)  gains from the dispositions of non-CDFS business assets.


     In addition, we adjust the gains from the contributions and sales of
     developed properties recognized as CDFS income to reflect these gains as
     if no interest cost had been capitalized during the development of the
     properties (i.e. the gains are larger since capitalized interest is not
     included in the basis of the assets contributed and sold).  EBITDA of our
     unconsolidated investees is calculated on the same basis.



                                     ProLogis

                                Third Quarter 2007
                           Unaudited Financial Results

                           Consolidated Balance Sheets
                      (in thousands, except per share data)

                                               September 30,      December 31,
                                                  2007 (3)            2006

    Assets:
      Investments in real estate assets:
        Industrial operating properties         $10,770,280       $10,423,249
        Retail operating properties                 327,220           305,188
        Land subject to ground leases and other     466,800           472,412
        Properties under development
         (including cost of land)                 1,242,359           964,842
        Land held for development                 2,241,569         1,397,081
        Other investments                           454,756           391,227
                                                 15,502,984        13,953,999
        Less accumulated depreciation             1,340,046         1,280,206
           Net investments in real
            estate assets                        14,162,938        12,673,793

       Investments in and advances to
        unconsolidated investees
         Property funds (4)(5)                    1,722,778           981,840
         CDFS joint ventures and other
          unconsolidated investees (6)              486,476           317,857
            Total investments in and
             advances to unconsolidated
             investees                            2,209,254         1,299,697

       Cash and cash equivalents                    550,272           475,791
       Accounts and notes receivable                400,993           439,791
       Other assets                               1,309,096           957,295
       Discontinued operations-assets held
        for sale (18)                                18,519            57,158
            Total assets                        $18,651,072       $15,903,525

    Liabilities and Shareholders' Equity:
      Liabilities:
        Lines of credit                          $2,533,087        $2,462,796
        Senior notes and other unsecured debt     4,490,765         4,445,092
        Convertible debt                          1,230,356                 -
        Secured debt and assessment bonds         1,320,427         1,478,998
        Accounts payable and accrued expenses       790,791           518,651
        Other liabilities                           774,314           546,129
        Discontinued operations-assets
         held for sale (18)                             385             1,012
            Total liabilities                    11,140,125         9,452,678

      Minority interest                              69,102            52,268

      Shareholders' equity:
        Series C preferred shares at
         stated liquidation preference
         of $50.00 per share                        100,000           100,000
        Series F preferred shares at
         stated liquidation preference
         of $25.00 per share                        125,000           125,000
        Series G preferred shares at
         stated liquidation preference
         of $25.00 per share                        125,000           125,000
        Common shares at $.01 par value
         per share                                    2,573             2,509
        Additional paid-in capital                6,386,977         6,000,119
        Accumulated other comprehensive income      301,054           216,922
        Retained earnings/(distributions
         in excess of net earnings) (21)            401,241          (170,971)
            Total shareholders' equity            7,441,845         6,398,579
            Total liabilities and
             shareholders' equity               $18,651,072       $15,903,525



                                   ProLogis
                              Third Quarter 2007
                         Unaudited Financial Results

                  Notes to Consolidated Financial Statements

    ***  Certain 2006 amounts included in this Supplemental Information
         package have been reclassified to conform to the 2007 presentation.

    (1)  In September 2005, we completed a merger with Catellus Development
         Corporation and incurred certain costs including merger integration,
         employee transition costs and severance costs for certain of our
         employees whose responsibilities became redundant after the merger.

         In February 2006, we moved our corporate headquarters, which is
         located in Denver, to a recently constructed building. Relocation
         costs included moving, temporary facility costs and accelerated
         depreciation associated with non-real estate assets whose useful life
         was shortened due to the relocation.

         These amounts are included in general and administrative expenses in
         our Consolidated Financial Statements.

    (2)  The annual distribution rate for 2007 is $1.84 per common share. The
         distribution is declared quarterly and may be adjusted at the
         discretion of the Board of Trustees.

    (3)  In February 2007, we purchased the industrial business and made an
         investment in the retail business of Parkridge Holdings Limited
         (''Parkridge''), a European developer. The total purchase price was
         $1.3 billion, which was financed with $741.2 million in cash, the
         issuance of 4.8 million shares of our common stock (valued for
         accounting purposes at $71.01 per share for a total of $339.5
         million) and the assumption of $194.9 million of debt and other
         liabilities. The cash portion of the acquisition was funded with
         borrowings under our Global Line and $600 million from a new senior
         unsecured facility, which was partially repaid with proceeds from
         contributions this quarter.

         We allocated the purchase price based on estimated fair values and
         recorded approximately $739.3 million of real estate assets, $156.3
         million in investments in CDFS joint ventures and other
         unconsolidated investees, $58.1 million of cash and other tangible
         assets and $321.9 million of goodwill and other intangible assets
         included in Other Assets in our Consolidated Balance Sheets. The
         allocation of the purchase price was based upon preliminary estimates
         and assumptions and, accordingly, these allocations are subject to
         revision when final information is available. Revisions to the fair
         value allocations, which may be significant, will be recorded as
         adjustments to the purchase price allocations in subsequent periods
         and should not have a significant impact on our overall financial
         position or results of operations.

    (4)  During the third quarter of 2007, we formed five new unconsolidated
         property funds in North America, Europe and Asia. We will serve as
         external manager of the funds and receive property and asset
         management fees and may also have the potential for incentive
         performance fees. See note 5 below for further information on the new
         property funds.

    (5)  On July 11, 2007, we completed the previously announced acquisition
         of all of the units in Macquarie ProLogis Trust, an Australian listed
         property trust ("MPR"). At the time of acquisition, MPR owned
         approximately 89% of ProLogis North American Properties Fund V and
         certain other assets. The total consideration was approximately $2.0
         billion consisting of cash in the amount of $1.2 billion and assumed
         liabilities of $0.8 billion. The cash portion of the transaction was
         financed primarily with borrowings under a credit agreement (the
         ''Credit Agreement'') among certain subsidiaries of ProLogis and
         certain lenders and an affiliate of Citigroup USA, Inc ("Citigroup").
         The Credit Agreement provided for a $473.1 million term loan and a
         $646.2 million convertible loan.

         On August 27, 2007, Citigroup converted $546 million of the loan into
         equity of a newly created property fund, ProLogis North American
         Industrial Fund II, which resulted in Citigroup owning 63.1% and us
         owning 36.9% of the equity of the property fund. We contributed the
         real estate assets that we owned 100% after the acquisition of MPR,
         and associated debt, to ProLogis North American Industrial Fund II.
         These transactions resulted in a net gain on contribution of $52.0
         million and the recognition of $16.6 million of previously deferred
         proceeds from the initial contribution of the assets to ProLogis
         North American Properties Fund V and are reflected in CDFS Acquired
         Property Portfolios (see note 9) in our Statements of Earnings and
         FFO. In addition, during the second quarter, we entered into foreign
         currency forward contracts to manage the foreign currency
         fluctuations of the purchase price of MPR and recognized gains of
         $9.3 million included in earnings. These contracts settled in July
         and resulted in gains of $17.3 million and $26.6 million for earnings
         and FFO, respectively, and are reflected in Foreign Currency Exchange
         Gains in our Consolidated Statements.

    (6)  We have varying ownership interests in unconsolidated investees. The
         investees primarily engage in activities similar to our CDFS business
         segment activities and own operating properties in China, Europe and
         North America. We refer to the joint ventures engaged in industrial
         property development and management as industrial CDFS joint
         ventures. In addition, certain of the CDFS joint ventures engage in
         land, retail and commercial development and management and we refer
         to these joint ventures as non-industrial CDFS joint ventures. We
         have ownership interests in all of the CDFS joint ventures ranging
         from 15% to 50%. We also have varying ownership interests in other
         unconsolidated investees that primarily own and operate industrial,
         office and hotel properties.

    (7)  Represents rental income earned and rental expenses incurred while we
         own a property directly. Under the terms of the respective lease
         agreements, some or all of our rental expenses are recovered from our
         customers. Amounts recovered are included as a component of rental
         income. Rental expenses also include our direct expenses associated
         with the management of the properties owned by the property funds.
         For properties that have been contributed to property funds, we
         recognize our share of the total operations of the property funds
         under the equity method and present these amounts below operating
         income in our Consolidated Statements of Earnings and FFO.

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

                                          Three Months         Nine Months
                                             Ended                Ended
                                          September 30,        September 30,
                                          2007      2006       2007      2006

         Rental income                $213,839  $176,436   $615,877   $515,886
         Rental expense recoveries      58,187   46,471    163,359     131,666
         Straight-lined rents           10,553    9,588     33,878      25,488
                                      $282,579 $232,495   $813,114    $673,040


    (9)  In our CDFS business segment, we develop real estate properties
         primarily with the intent to contribute to a property fund in which
         we have an ownership interest and act as manager, or to sell to third
         parties. Additionally, we acquire properties with the intent to
         rehabilitate and/or reposition the property in the CDFS business
         segment prior to contributing to a property fund. This includes us
         acquiring a portfolio of properties with the intent of contributing
         the portfolio to an existing or future property fund. We include the
         income generated in the CDFS business segment in our computation of
         FFO and EBITDA.

         During the third quarter of 2007, we made contributions to three of
         the newly formed property funds; ProLogis  North American Industrial
         Fund II (see note 5), ProLogis Mexico Industrial Fund and ProLogis
         European Properties Fund II. Each of these contributions included a
         portfolio of assets that were acquired with the intention of
         contributing to future property funds at or slightly above our
         acquisition cost. We have segregated the proceeds and costs and
         included them in Acquired Property Portfolios in our Statements of
         Earnings and FFO.

    (10) When we contribute a property to an entity in which we have an
         ownership interest, we do not recognize a portion of the proceeds in
         our computation of the gain resulting from the contribution. The
         amount of the proceeds that we defer is based on our continuing
         ownership interest in the contributed property that arises due to our
         ownership interest in the entity acquiring the property. We defer
         this portion of the proceeds by recognizing a reduction to our
         investment in the applicable unconsolidated investee. We adjust our
         proportionate share of the earnings or losses that we recognize under
         the equity method in later periods to reflect the entity's
         depreciation expense as if the depreciation expense was computed on
         our lower basis in the contributed assets rather than on the entity's
         basis in the contributed assets. If a loss results when a property is
         contributed, the entire loss is recognized when it is known.

         When a property that we originally contributed to an unconsolidated
         investee is disposed of to a third party, we recognize a gain during
         the period that the disposition occurs related to the proceeds we had
         previously deferred, in addition to our proportionate share of the
         gain or loss recognized by the entity. Further, during periods when
         our ownership interest in an unconsolidated investee decreases, we
         recognize gains to the extent that proceeds were previously deferred
         to coincide with our new ownership interest in the unconsolidated
         investee.

         As of September 30, 2007, the cumulative gross proceeds that we have
         not recognized in computing gains was $456.5 million on CDFS property
         dispositions and $79.2 million on non-CDFS property dispositions.

    (11) On January 4, 2006, we purchased the 80% ownership interests in each
         of ProLogis North American Properties Funds II, III and IV
         (collectively "Funds II-IV") from our fund partner. On March 1, 2006,
         we contributed substantially all of the assets and associated
         liabilities to the ProLogis North American Industrial Fund, which was
         formed in February 2006. In connection with these transactions, we
         recognized the following amounts in the respective financial
         statement line items, during the first quarter of 2006 (in thousands)
         after deferral of $17.9 million, due to our continuing ownership
         interest in the ProLogis North American Industrial Fund:



                                                 Statements of   Statements of
                                                    Earnings          FFO
         CDFS disposition proceeds - developed
          and repositioned properties (a)           $12,492         $12,958
         Property management and other fees and
          incentives (b)                            $21,958         $21,958
         Earnings from unconsolidated property
          funds (c)                                 $37,113         $27,916



       (a) Represents the recognition of the proceeds that we had previously
           deferred as part of CDFS proceeds upon the initial contributions of
           the properties to Funds II-IV.

       (b) Represents an incentive return we earned due to certain return
           levels achieved by our fund partner upon the termination of Funds
           II-IV.

       (c) Represents our proportionate share of the gain on termination
           recognized by Funds II-IV on a depreciated basis (earnings) and on
           an undepreciated basis (FFO).


    (12) During the first quarter of 2007, we recorded $8.0 million of
         employee departure costs, including $5.0 million related to the
         departure of our Chief Financial Officer in March 2007 and $3.0
         million related to employees whose responsibilities became redundant
         after the acquisition of Parkridge (see note 3).

    (13) During the second quarter of 2007, we recognized an impairment charge
         of $12.6 million related to certain properties in our property
         operations segment.

    (14) The following table presents the components of interest expense (in
         thousands). The increase in interest expense before capitalization is
         primarily the result of increased debt levels due to the acquisitions
         of Parkridge and MPR and property acquisitions, as well as our
         increased development activities, which also accounts for the
         increase in capitalized interest.



                                    Three Months Ended      Nine Months Ended
                                        September 30,         September 30,
                                       2007      2006       2007        2006

          Gross interest expense     $137,262  $101,859   $370,138   $291,826
          Net premium recognized       (1,126)   (3,471)    (6,813)   (10,574)
          Amortization of deferred
           loan costs                   2,536     2,124      7,827      5,482
          Interest expense before
           capitalization             138,672   100,512    371,152    286,734
          Less: capitalized amounts   (30,708)  (23,095)   (83,897)   (69,801)
          Net interest expense        107,964    77,417    287,255    216,933


    (15) In addition to contributions of CDFS properties, we occasionally
         contribute properties from our property operations segment to
         unconsolidated property funds in which we have continuing interests
         through our equity ownership. During the third quarter of 2007, we
         contributed 11 such properties to ProLogis Mexico Industrial Fund, as
         well as recognized previously deferred proceeds related to properties
         sold to a third party by a property fund. During the second quarter
         of 2007, we contributed 66 properties to ProLogis North American
         Industrial Fund. During the nine months ended September 30, 2006, we
         contributed 12 properties to unconsolidated property funds. The gains
         related to the dispositions of properties from our property
         operations segment are included in earnings but are not included in
         our calculation of FFO.

    (16) Foreign currency exchange gains and losses that are recognized as a
         component of net earnings generally result from: (i) remeasurement
         and/or settlement of certain debt transactions between us and our
         foreign consolidated subsidiaries and foreign unconsolidated
         investees (depending on the type of loan, the currency in which the
         loan is denominated and the form of our investment); (ii)
         remeasurement and/or settlement of certain third party debt of our
         foreign consolidated subsidiaries (depending on the currency in which
         the loan is denominated); and (iii) mark-to-market adjustments
         related to derivative financial instruments utilized to manage
         foreign currency risks. We generally exclude these types of foreign
         currency exchange gains and losses from our defined FFO measure and
         also from our computation of EBITDA.

         Foreign currency exchange gains and losses that result from
         transactions (including certain intercompany debt and equity
         investments) that are settled in a currency other than the reporting
         entity's functional currency and from the settlement of derivative
         financial instruments utilized to manage foreign currency risks are
         included in our defined FFO measure and in our computation of EBITDA.

    (17) Current income tax is generally a function of the level of income
         recognized by our taxable subsidiaries operating primarily in the
         CDFS business segment, state income taxes, taxes incurred in foreign
         jurisdictions and interest associated with our income tax
         liabilities. Deferred income tax is generally a function of the
         period's temporary differences (items that are treated differently
         for tax purposes than for financial reporting purposes), the
         utilization of tax net operating losses generated in prior years that
         had been previously recognized as deferred tax assets and deferred
         tax liabilities related to indemnification agreements related to
         contributions to certain property funds.

         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 generally recognize the
         deferred tax liabilities that represent the tax effect of the
         difference between the tax basis carried over and the fair values of
         these assets 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.

    (18) Properties disposed of to third parties are considered to be
         discontinued operations unless such properties were developed under a
         pre-sale agreement. During the nine months ended September 30, 2007,
         we disposed of 71 such properties to third parties, four of which
         were CDFS, as well as land subject to a ground lease.

         The operations of the properties disposed of to third parties during
         2007 and the aggregate gains recognized upon their dispositions are
         presented as discontinued operations in our Consolidated Statements
         of Earnings for all periods presented. In addition, the operations of
         89 properties disposed of during 2006 (15 of which were CDFS business
         assets) are presented as discontinued operations. As of September 30,
         2007 and December 31, 2006, we had one property and eight properties,
         respectively, that were classified as held for sale and accordingly,
         the operations of these properties are included in discontinued
         operations and the respective assets and liabilities are presented
         separately in our Consolidated Balance Sheets. Interest expense
         included in discontinued operations represents interest directly
         attributable to these properties.

         The components that are presented as discontinued operations
         (excluding the gains recognized upon disposition) are as follows (in
         thousands):

                                       Three Months Ended   Nine Months Ended
                                          September 30,        September 30,
                                         2007      2006        2007     2006

         Rental income                   $549    $11,412     $7,066   $50,316
         Rental expenses                 (213)    (2,724)    (2,970)  (22,534)
         Depreciation and amortization     (7)    (2,087)    (2,240)   (9,148)
         Interest expense                   -          -          -      (874)
                                         $329     $6,601     $1,856   $17,760


         For purposes of our Consolidated Statements of FFO, we do not
         segregate discontinued operations. In addition, in the calculation of
         FFO we include the CDFS disposition proceeds and the cost of CDFS
         dispositions for all CDFS properties disposed of during the period,
         including those classified as discontinued operations.

    (19) We report our investments in the property funds, CDFS joint ventures
         and other unconsolidated investees under the equity method. For
         purposes of calculating FFO and EBITDA, the net earnings of each of
         our unconsolidated investees is adjusted to be consistent with our
         calculation of these measures.

    (20) Consists primarily of adjustments to the amounts we recognize under
         the equity method that are necessary to recognize the amount of gains
         not recognized at the contribution date due to the deferral of
         certain proceeds based on our ownership interest in the
         unconsolidated investee acquiring the property. See note 10. In
         addition, this amount represents the adjustment to the amounts
         we recognize under the equity method on dispositions made by the
         unconsolidated investees to reflect the gain on sale on an
         undepreciated basis for FFO.

    (21) Effective January 1, 2007, we implemented Financial Accounting
         Standards Board Interpretation No. 48, "Accounting for Uncertainty in
         Income Taxes -- an Interpretation of FASB Statement No. 109" ("FIN
         48"), which resulted in an increase to our income tax liabilities and
         a reduction to the January 1, 2007 balance of Retained Earnings of
         $9.3 million.


SOURCE ProLogis