UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2024
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission File Number: 001-13545 (Prologis, Inc.) 001-14245 (Prologis, L.P.)
Prologis, Inc.
Prologis, L.P.
(Exact name of registrant as specified in its charter)
Maryland (Prologis, Inc.)
Delaware (Prologis, L.P.)
94-3281941 (Prologis, Inc.)
94-3285362 (Prologis, L.P.)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
Pier 1, Bay 1, San Francisco, California
94111
(Address or principal executive offices)
(Zip Code)
(415) 394-9000
(Registrants’ telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, $0.01 par value
PLD
New York Stock Exchange
3.000% Notes due 2026
PLD/26
2.250% Notes due 2029
PLD/29
5.625% Notes due 2040
PLD/40
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes
☒
No
☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periods that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act:
Prologis, Inc.:
Large accelerated filer ☒
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company ☐
Emerging growth company ☐
Prologis, L.P.:
Large accelerated filer ☐
Non-accelerated filer ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).
The number of shares of Prologis, Inc.’s common stock outstanding at October 23, 2024, was approximately 926,175,000.
EXPLANATORY NOTE
This report combines the quarterly reports on Form 10-Q for the period ended September 30, 2024, of Prologis, Inc. and Prologis, L.P. Unless stated otherwise or the context otherwise requires, references to “Prologis, Inc.” or the “Parent” mean Prologis, Inc. and its consolidated subsidiaries; and references to “Prologis, L.P.” or the “Operating Partnership” or the “OP” mean Prologis, L.P., and its consolidated subsidiaries. The terms “the Company,” “Prologis,” “we,” “our” or “us” means the Parent and the OP collectively.
The Parent is a real estate investment trust (a “REIT”) and the general partner of the OP. At September 30, 2024, the Parent owned a 97.59% common general partnership interest in the OP and substantially all of the preferred units in the OP. The remaining 2.41% common limited partnership interests are owned by unaffiliated investors and certain current and former directors and officers of the Parent.
We operate the Parent and the OP as one enterprise. The management of the Parent consists of the same members as the management of the OP. These members are officers of the Parent and employees of the OP or one of its subsidiaries. As sole general partner, the Parent has control of the OP through complete responsibility and discretion in the day-to-day management and therefore, consolidates the OP for financial reporting purposes. Because the only significant asset of the Parent is its investment in the OP, the assets and liabilities of the Parent and the OP are the same on their respective financial statements.
We believe combining the quarterly reports on Form 10-Q of the Parent and the OP into this single report results in the following benefits:
It is important to understand the few differences between the Parent and the OP in the context of how we operate the Company. The Parent does not conduct business itself, other than acting as the sole general partner of the OP and issuing public equity from time to time. The OP holds substantially all the assets of the business, directly or indirectly. The OP conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent, which are contributed to the OP in exchange for partnership units, the OP generates capital required by the business through the OP’s operations, incurrence of indebtedness and issuance of partnership units to third parties.
The presentation of noncontrolling interests, stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of the Parent and those of the OP. The differences in the presentations between stockholders’ equity and partners’ capital result from the differences in the equity and capital issuances in the Parent and in the OP.
The preferred stock, common stock, additional paid-in capital, accumulated other comprehensive income (loss) and distributions in excess of net earnings of the Parent are presented as stockholders’ equity in the Parent’s consolidated financial statements. These items represent the common and preferred general partnership interests held by the Parent in the OP and are presented as general partner’s capital within partners’ capital in the OP’s consolidated financial statements. The common limited partnership interests held by the limited partners in the OP are presented as noncontrolling interest within equity in the Parent’s consolidated financial statements and as limited partners’ capital within partners’ capital in the OP’s consolidated financial statements.
To highlight the differences between the Parent and the OP, separate sections in this report, as applicable, individually discuss the Parent and the OP, including separate financial statements and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure of the Parent and the OP, this report refers to actions or holdings as being actions or holdings of Prologis.
PROLOGIS
INDEX
Page
Number
PART I.
Financial Information
Item 1.
Financial Statements
1
Consolidated Balance Sheets – September 30, 2024 and December 31, 2023
Consolidated Statements of Income – Three and Nine Months Ended September 30, 2024 and 2023
2
Consolidated Statements of Comprehensive Income – Three and Nine Months Ended September 30, 2024 and 2023
3
Consolidated Statements of Equity – Three and Nine Months Ended September 30, 2024 and 2023
4
Consolidated Statements of Cash Flows – Nine Months Ended September 30, 2024 and 2023
5
6
7
8
Consolidated Statements of Capital – Three and Nine Months Ended September 30, 2024 and 2023
9
10
Prologis, Inc. and Prologis, L.P.:
Notes to the Consolidated Financial Statements
11
Note 1. General
Note 2. Real Estate
12
Note 3. Unconsolidated Entities
13
Note 4. Assets Held for Sale or Contribution
15
Note 5. Debt
Note 6. Noncontrolling Interests
18
Note 7. Long-Term Compensation
Note 8. Earnings Per Common Share or Unit
20
Note 9. Financial Instruments and Fair Value Measurements
21
Note 10. Business Segments
25
Note 11. Supplemental Cash Flow Information
27
Reports of Independent Registered Public Accounting Firm
28
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
30
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
50
Item 4.
Controls and Procedures
51
PART II.
Other Information
Legal Proceedings
52
Item 1A.
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Mine Safety Disclosures
Item 5.
Item 6.
Exhibits
Index
PART I. FINANCIAL INFORMATION
ITEM 1. Financial Statements
PROLOGIS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except per share data)
September 30, 2024
December 31, 2023
ASSETS
Investments in real estate properties
$
92,093,573
88,666,575
Less accumulated depreciation
12,332,799
10,931,485
Net investments in real estate properties
79,760,774
77,735,090
Investments in and advances to unconsolidated entities
10,092,765
9,543,970
Assets held for sale or contribution
325,987
461,657
Net investments in real estate
90,179,526
87,740,717
Cash and cash equivalents
780,871
530,388
Other assets
4,944,799
4,749,735
Total assets
95,905,196
93,020,840
LIABILITIES AND EQUITY
Liabilities:
Debt
32,289,832
29,000,501
Accounts payable and accrued expenses
1,808,142
1,766,018
Other liabilities
4,143,130
4,430,601
Total liabilities
38,241,104
35,197,120
Equity:
Prologis, Inc. stockholders’ equity:
Series Q preferred stock at stated liquidation preference of $50 per share; $0.01 par value; 1,279 shares issued and outstanding and 100,000 preferred shares authorized at September 30, 2024 and December 31, 2023
63,948
Common stock; $0.01 par value; 926,146 and 924,391 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively
9,261
9,244
Additional paid-in capital
54,422,574
54,249,801
Accumulated other comprehensive loss
(572,251
)
(514,201
Distributions in excess of net earnings
(851,763
(627,068
Total Prologis, Inc. stockholders’ equity
53,071,769
53,181,724
Noncontrolling interests
4,592,323
4,641,996
Total equity
57,664,092
57,823,720
Total liabilities and equity
The accompanying notes are an integral part of these Consolidated Financial Statements.
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except per share amounts)
Three Months Ended
Nine Months Ended
September 30,
2024
2023
Revenues:
Rental
1,897,164
1,777,359
5,577,198
5,062,583
Strategic capital
135,367
136,848
418,521
1,070,584
Development management and other
3,858
457
5,245
1,055
Total revenues
2,036,389
1,914,664
6,000,964
6,134,222
Expenses:
427,425
416,076
1,326,917
1,216,568
61,342
84,069
210,689
306,684
General and administrative
98,154
96,673
316,041
292,097
Depreciation and amortization
649,265
642,010
1,924,075
1,846,545
Other
15,683
12,342
39,371
31,686
Total expenses
1,251,869
1,251,170
3,817,093
3,693,580
Operating income before gains on real estate transactions, net
784,520
663,494
2,183,871
2,440,642
Gains on dispositions of development properties and land, net
32,005
89,030
159,487
273,907
Gains on other dispositions of investments in real estate, net
434,446
129,584
651,306
158,392
Operating income
1,250,971
882,108
2,994,664
2,872,941
Other income (expense):
Earnings from unconsolidated entities, net
84,749
71,365
259,558
217,786
Interest expense
(230,113
(181,053
(631,700
(466,882
Foreign currency, derivative and other gains (losses) and other income (expense), net
(37,942
67,964
62,774
102,682
Gains on early extinguishment of debt, net
-
536
3,275
Total other expense
(183,306
(41,724
(308,832
(143,139
Earnings before income taxes
1,067,665
840,384
2,685,832
2,729,802
Income tax expense
(4,214
(41,243
(80,073
(152,541
Consolidated net earnings
1,063,451
799,141
2,605,759
2,577,261
Less net earnings attributable to noncontrolling interests
57,732
51,514
152,977
148,983
Net earnings attributable to controlling interests
1,005,719
747,627
2,452,782
2,428,278
Less preferred stock dividends
1,452
1,453
4,407
4,381
Net earnings attributable to common stockholders
1,004,267
746,174
2,448,375
2,423,897
Weighted average common shares outstanding – Basic
926,427
924,395
926,017
924,228
Weighted average common shares outstanding – Diluted
953,813
951,908
953,530
951,643
Net earnings per share attributable to common stockholders – Basic
1.08
0.81
2.64
2.62
Net earnings per share attributable to common stockholders – Diluted
0.80
2.63
2.61
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Other comprehensive income:
Foreign currency translation gains (losses), net
(417,102
146,281
(87,659
284,229
Unrealized gains (losses) on derivative contracts, net
(8,669
3,702
26,854
(19,998
Comprehensive income
637,680
949,124
2,544,954
2,841,492
Net earnings attributable to noncontrolling interests
(57,732
(51,514
(152,977
(148,983
Other comprehensive loss (income) attributable to noncontrolling interests
9,573
(3,396
2,755
(6,405
Comprehensive income attributable to common stockholders
589,521
894,214
2,394,732
2,686,104
CONSOLIDATED STATEMENTS OF EQUITY
Three Months Ended September 30, 2024 and 2023
Common Stock
Accumulated
Distributions
Additional
in Excess of
Non-
Preferred
of
Par
Paid-in
Comprehensive
Net
controlling
Total
Stock
Shares
Value
Capital
Loss
Earnings
Interests
Equity
Balance at July 1, 2024
925,880
9,259
54,392,526
(156,053
(964,620
4,578,261
57,923,321
Effect of equity compensation plans
112
16,167
30,565
46,733
Capital contributions
15,214
Redemption of noncontrolling interests
154
8,814
(8,815
Foreign currency translation losses, net
(407,729
(9,373
Unrealized losses on derivative contracts, net
(8,469
(200
Reallocation of equity
5,071
(5,071
Dividends ($0.96 per common share) and other distributions
(4
(892,862
(65,990
(958,856
Balance at September 30, 2024
926,146
Income (Loss)
Balance at July 1, 2023
923,861
9,239
54,115,592
(332,370
(390,779
4,612,194
58,077,824
35,021
68,350
103,371
62
107
6,206
(9,497
(3,290
Foreign currency translation gains, net
142,969
3,312
Unrealized gains on derivative contracts, net
3,618
84
41,046
(41,046
Dividends ($0.87 per common share) and other distributions
(806,287
(59,942
(866,229
Balance at September 30, 2023
923,974
9,240
54,197,865
(185,783
(449,439
4,625,031
58,260,862
Nine Months Ended September 30, 2024 and 2023
Balance at January 1, 2024
924,391
405
49,516
130,443
179,963
21,245
1,350
77,453
(77,965
(499
(84,257
(3,402
26,207
647
45,815
(45,815
Dividends ($2.88 per common share) and other distributions
(11
(2,677,477
(227,803
(2,905,291
Balance at January 1, 2023
923,142
9,231
54,065,407
(443,609
(457,695
4,625,811
57,863,093
330
70,176
152,176
222,356
1,760
502
29,004
(98,768
(69,759
277,341
6,888
(19,515
(483
33,281
(33,281
Dividends ($2.61 per common share) and other distributions
(3
(2,420,022
(178,055
(2,598,080
CONSOLIDATED STATEMENTS OF CASH FLOWS
Operating activities:
Adjustments to reconcile net earnings to net cash provided by operating activities:
Straight-lined rents and amortization of above and below market leases
(470,289
(466,686
Equity-based compensation awards
164,302
210,022
(259,558
(217,786
Operating distributions from unconsolidated entities
417,296
536,104
Decrease (increase) in operating receivables from unconsolidated entities
37,769
(98,227
Amortization of debt discounts and debt issuance costs, net
58,446
55,526
(159,487
(273,907
(651,306
(158,392
Unrealized foreign currency and derivative losses (gains), net
61,188
(22,006
(536
(3,275
Deferred income tax expense
2,201
9,836
Decrease (increase) in other assets
(209,901
66,281
Increase in accounts payable and accrued expenses and other liabilities
56,799
237,340
Net cash provided by operating activities
3,576,758
4,298,636
Investing activities:
Real estate development
(2,376,890
(2,507,664
Real estate acquisitions
(1,820,308
(3,648,920
Duke Transaction, net of cash acquired
(28,111
Tenant improvements and lease commissions on previously leased space
(347,488
(271,011
Property improvements
(248,868
(156,520
Proceeds from dispositions and contributions of real estate
1,788,924
1,310,442
(479,897
(246,135
Return of investment from unconsolidated entities
54,067
304,901
Proceeds from the settlement of net investment hedges
12,797
31,045
Payments on the settlement of net investment hedges
(1,350
(161
Net cash used in investing activities
(3,419,013
(5,212,134
Financing activities:
Dividends paid on common and preferred stock
Noncontrolling interests contributions
Noncontrolling interests distributions
Settlement of noncontrolling interests
Tax paid with shares withheld
(26,893
(19,814
Debt and equity issuance costs paid
(28,965
(58,320
Net payments on credit facilities and commercial paper
(334,164
(1,328,136
Repurchase of and payments on debt
(917,560
(270,344
Proceeds from the issuance of debt
4,283,768
5,746,977
Net cash provided by financing activities
91,652
1,404,287
Effect of foreign currency exchange rate changes on cash
1,086
(28,431
Net increase in cash and cash equivalents
250,483
462,358
Cash and cash equivalents, beginning of period
278,483
Cash and cash equivalents, end of period
740,841
See Note 11 for information on noncash investing and financing activities and other information.
PROLOGIS, L.P.
LIABILITIES AND CAPITAL
Capital:
Partners’ capital:
General partner – preferred
General partner – common
53,007,821
53,117,776
Limited partners – common
887,186
848,160
Limited partners – Class A common
420,292
469,561
Total partners’ capital
54,379,247
54,499,445
3,284,845
3,324,275
Total capital
Total liabilities and capital
(In thousands, except per unit amounts)
32,728
32,613
91,838
87,833
1,030,723
766,528
2,513,921
2,489,428
Less preferred unit distributions
Net earnings attributable to common unitholders
1,029,271
765,075
2,509,514
2,485,047
Weighted average common units outstanding – Basic
942,137
939,602
941,545
939,448
Weighted average common units outstanding – Diluted
Net earnings per unit attributable to common unitholders – Basic
Net earnings per unit attributable to common unitholders – Diluted
(32,728
(32,613
(91,838
(87,833
(605
260
1,324
(20
Comprehensive income attributable to common unitholders
604,347
916,771
2,454,440
2,753,639
CONSOLIDATED STATEMENTS OF CAPITAL
General Partner
Limited Partners
Common
Class A Common
Units
Amount
1,279
53,281,112
15,291
879,924
7,650
421,376
3,276,961
16,986
8,018
16,168
364
Redemption of limited partners units
8,815
(154
(6,752
(3,226
605
(134
(66
Reallocation of capital
(4,208
(863
Distributions ($0.96 per common unit) and other
(892,866
(20,380
(4,947
(40,663
15,501
53,401,682
14,538
840,369
8,595
469,424
3,302,401
12,344
6,557
331
6,207
2,307
1,265
(260
53
31
(41,675
629
Distributions ($0.87 per common unit) and other
(17,863
(5,559
(36,520
53,571,883
14,735
854,388
472,347
3,298,296
14,760
41,055
20,084
49,520
1,202
77,466
(461
(26,127
(945
(51,838
(1,410
(668
(1,324
439
208
(44,212
(1,603
Distributions ($2.88 per common unit) and other
(2,677,488
(61,162
(15,452
(151,189
53,173,334
14,640
843,263
464,781
3,317,767
39,919
21,231
70,180
1,174
29,009
(1,079
4,422
2,446
(311
(172
(34,018
737
Distributions ($2.61 per common unit) and other
(2,420,025
(52,295
(16,676
(109,084
Distributions paid on common and preferred units
(2,754,091
(2,488,993
Redemption of common limited partnership units
Tax paid with shares of the Parent withheld
PROLOGIS, INC. AND PROLOGIS, L.P.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1. GENERAL
Business. Prologis, Inc. (or the “Parent”) commenced operations as a fully integrated real estate company in 1997, elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code” or “IRC”), and believes the current organization and method of operation will enable it to maintain its status as a REIT. The Parent is the general partner of Prologis, L.P. (or the “Operating Partnership” or “OP”). Through the OP, we are engaged in the ownership, acquisition, development and management of logistics facilities with a focus on key markets in 20 countries on four continents. We invest in real estate through wholly owned subsidiaries and other entities through which we co-invest with partners and investors. We maintain a significant level of ownership in these co-investment ventures, which may be consolidated or unconsolidated based on our level of control of the entity. Our current business strategy consists of two operating business segments: Real Estate (Rental Operations and Development) and Strategic Capital. Our Real Estate Segment represents the ownership, leasing and development of logistics properties. Our Strategic Capital Segment represents the management of properties owned by our unconsolidated co-investment ventures and other ventures. See Note 10 for further discussion of our business segments. Unless otherwise indicated, the Notes to the Consolidated Financial Statements apply to both the Parent and the OP. The terms “the Company,” “Prologis,” “we,” “our” or “us” means the Parent and OP collectively.
For each share of preferred or common stock the Parent issues, the OP issues a corresponding preferred or common partnership unit, as applicable, to the Parent in exchange for the contribution of the proceeds from the stock issuance. At September 30, 2024, the Parent owned a 97.59% common general partnership interest in the OP and substantially all of the preferred units in the OP. The remaining 2.41% common limited partnership interests, which include Class A common limited partnership units (“Class A Units”) in the OP, are owned by unaffiliated investors and certain current and former directors and officers of the Parent. Each partner’s percentage interest in the OP is determined based on the number of OP units held, including the number of OP units into which Class A Units are convertible, compared to total OP units outstanding at each period end and is used as the basis for the allocation of net income or loss to each partner. At the end of each reporting period, a capital adjustment is made in the OP to reflect the appropriate ownership interest for each of the common unitholders. These adjustments are reflected in the line items Reallocation of Equity in the Consolidated Statements of Equity of the Parent and Reallocation of Capital in the Consolidated Statements of Capital of the OP.
As the sole general partner of the OP, the Parent has complete responsibility and discretion in the day-to-day management and control of the OP, and we operate the Parent and the OP as one enterprise. The management of the Parent consists of the same members as the management of the OP. These members are officers of the Parent and employees of the OP or one of its subsidiaries. As general partner with control of the OP, the Parent is the primary beneficiary and therefore consolidates the OP. Because the Parent’s only significant asset is its investment in the OP, the assets and liabilities of the Parent and the OP are the same on their respective financial statements.
Basis of Presentation. The accompanying Consolidated Financial Statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and are presented in our reporting currency, the U.S. dollar. Intercompany transactions with consolidated entities have been eliminated.
The accompanying unaudited interim financial information has been prepared according to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. Our management believes that the disclosures presented in these financial statements are adequate to make the information presented not misleading. In our opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for both the Parent and the OP for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited interim financial information should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the SEC, and other public information.
Accounting Pronouncements.
New Accounting Standards Issued but not yet Adopted
Segment Reporting. In November 2023, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update (“ASU”) to improve reportable segments disclosure requirements. The ASU requires existing annual segment disclosures to also be disclosed on an interim basis, and also requires additional disclosures around significant segment expenses and disclosures to identify the title and position of the chief operating decision maker ("CODM"). The standard is effective for the fiscal year ended December 31, 2024 and interim periods thereafter. We do not expect the standard to have a material impact on our Consolidated Financial Statements as we anticipate the primary change will be additional disclosures in Note 10.
NOTE 2. REAL ESTATE
Investments in real estate properties consisted of the following (dollars and square feet in thousands):
Square Feet
Number of Buildings
Sep 30,
Dec 31,
Operating properties:
Buildings and improvements
650,111
630,955
3,016
2,960
55,326,967
52,626,191
Improved land
23,851,292
22,809,306
Development portfolio, including land costs:
Prestabilized
5,957
13,369
45
855,419
1,838,805
Properties under development
21,529
26,438
76
85
2,288,124
2,528,650
Land (1)
4,395,022
3,775,553
Other real estate investments (2)
5,376,749
5,088,070
Total investments in real estate properties
Acquisitions
The following table summarizes our real estate acquisition activity, including energy assets (dollars and square feet in thousands):
Three Months EndedSeptember 30,
Nine Months EndedSeptember 30,
2024 (1)
2023 (2)
Number of operating properties
46
54
Square feet
8,770
11,047
14,941
Acres of land
342
890
707
1,128
Acquisition cost of net investments in real estate, excluding other real estate investments
1,431,598
116,112
1,999,129
3,626,672
Acquisition cost of other real estate investments
184,761
37,343
235,004
77,624
Dispositions
The following table summarizes our dispositions of net investments in real estate which include contributions to unconsolidated co-investment ventures and dispositions to third parties (dollars and square feet in thousands):
Dispositions of development properties and land, net (1)
Number of properties
1,284
1,530
3,123
3,652
Net proceeds
202,386
272,250
580,876
738,207
Other dispositions of investments in real estate, net (2)
19
71
24
6,131
2,415
13,954
2,775
893,054
263,567
1,776,112
635,140
Leases
We recognized lease right-of-use assets of $720.3 million and $683.7 million within Other Assets and lease liabilities of $624.2 million and $597.6 million within Other Liabilities, for land and office space leases in which we are the lessee, in the Consolidated Balance Sheets at September 30, 2024 and December 31, 2023, respectively.
Off-Balance Sheet Liabilities
We have entered into agreements, principally performance and surety bonds and standby letters of credit in connection with certain development and energy projects. At September 30, 2024 and December 31, 2023, we had $594.9 million and $498.5 million, respectively, outstanding under such arrangements.
NOTE 3. UNCONSOLIDATED ENTITIES
Summary of Investments
We have investments in entities through a variety of ventures. We co-invest in entities that own multiple properties with partners and investors and we provide asset management and property management services to these entities, which we refer to as co-investment ventures. These entities may be consolidated or unconsolidated depending on the structure, our partner’s participation and other rights and our level of control of the entity. This note details our investments in unconsolidated co-investment ventures, which are related parties and accounted for using the equity method of accounting. See Note 6 for more detail regarding our consolidated investments that are not wholly owned.
We also have investments in other ventures, generally with one partner, which we generally account for using the equity method. We refer to our investments in both unconsolidated co-investment ventures and other ventures, collectively, as unconsolidated entities.
The following table summarizes our investments in and advances to unconsolidated entities (in thousands):
December 31,
Unconsolidated co-investment ventures
9,275,611
8,379,265
Other ventures (1)
817,154
1,164,705
Unconsolidated Co-Investment Ventures
The following table summarizes the Strategic Capital Revenues we recognized in the Consolidated Statements of Income related to our unconsolidated co-investment ventures (in thousands):
Recurring fees
117,855
113,947
345,776
340,842
Transactional fees
14,372
15,757
39,786
44,359
Promote revenue (1)
908
3,993
25,027
673,665
Total strategic capital revenues from unconsolidated co-investment ventures (2)
133,135
133,697
410,589
1,058,866
The following table summarizes the key property information, financial position and operating information of our unconsolidated co-investment ventures on a U.S. GAAP basis (not our proportionate share) and the amounts we recognized in the Consolidated Financial Statements related to these ventures (dollars and square feet in millions):
U.S.
Other Americas (1)
Europe
Asia
At:
Sep 30,2024
Dec 31,2023
Sep 30,2024 (2)
Key property information:
Ventures
Operating properties
748
745
285
275
1,017
1,007
240
228
2,290
2,255
130
126
67
65
227
223
98
94
522
508
Financial position:
Total assets ($)
13,183
11,884
4,083
4,106
24,819
23,504
10,224
10,226
52,309
49,720
Third-party debt ($)
5,396
4,185
1,062
915
6,167
5,804
4,003
3,983
16,628
14,887
Total liabilities ($)
6,244
4,930
1,147
997
8,325
7,849
4,439
4,429
20,155
18,205
Our investment balance ($) (3)
2,814
2,257
1,189
1,152
4,434
4,126
839
844
9,276
8,379
Our weighted average ownership (4)
30.3
%
27.3
33.4
39.3
32.2
31.9
15.2
28.6
28.1
Operating Information:
Sep 30,2023
For the three months ended:
Total revenues ($)
355
110
109
467
429
162
164
1,094
1,032
Net earnings ($)
103
86
41
96
66
251
232
Our earnings from unconsolidated co-investment ventures, net ($)
36
23
82
70
For the nine months ended:
1,070
983
350
314
1,359
1,255
475
491
3,254
3,043
322
262
150
142
259
226
48
56
779
686
97
49
91
74
246
204
14
Equity Commitments Related to Certain Unconsolidated Co-Investment Ventures
At September 30, 2024, our outstanding equity commitments were $317.1 million, primarily for Prologis China Logistics Venture. The equity commitments expire from 2024 to 2033 if they have not been previously called. Typically, equity commitments are used for future development and acquisitions in the unconsolidated co-investment ventures.
NOTE 4. ASSETS HELD FOR SALE OR CONTRIBUTION
We had investments in certain real estate properties that met the criteria to be classified as held for sale or contribution at September 30, 2024 and December 31, 2023. At the time of classification, these properties were expected to be sold to third parties or were recently stabilized and expected to be contributed to unconsolidated co-investment ventures within twelve months. The amounts included in Assets Held for Sale or Contribution in the Consolidated Balance Sheets represented real estate investment balances and the related assets and liabilities.
Assets held for sale or contribution consisted of the following (dollars and square feet in thousands):
September 30,2024
December 31,2023
3,303
3,469
Total assets held for sale or contribution
Total liabilities associated with assets held for sale or contribution – included in Other Liabilities
2,705
14,182
NOTE 5. DEBT
All debt is incurred by the OP or its consolidated subsidiaries. The following table summarizes our debt (dollars in thousands):
Weighted Average
Interest Rate (1)
Years (2)
Outstanding (3)
Credit facilities and commercial paper
3.3%
2.8
660,737
5.9%
3.1
979,313
Senior notes
3.2%
10.0
29,386,420
2.9%
10.1
25,311,647
Term loans and unsecured other
1.9%
4.1
1,956,822
2.8%
3.7
2,330,520
Secured mortgage
4.4%
3.6
285,853
3.9%
3.4
379,021
3.1%
9.5
3.0%
9.3
Weighted Average Interest Rate
Amount Outstanding
% of Total
British pound sterling
1,834,209
5.7
2.1%
1,299,628
4.5
Canadian dollar
5.0%
1,127,241
3.5
829,886
2.9
Chinese renminbi
3.6%
650,315
2.0
3.7%
241,820
0.8
Euro
2.2%
10,879,967
33.7
2.0%
10,083,601
34.8
Japanese yen
1.1%
3,354,111
10.4
1.0%
3,085,970
10.6
U.S. dollar
4.1%
14,443,989
44.7
13,459,596
46.4
100.0
In May 2022, Refinitive Benchmark Services (UK) Ltd. ("RBSL"), the administrator of the Canadian Dollar Offered Rate ("CDOR") formally announced that it would cease the calculation and publication of all tenors of CDOR effective June 28, 2024. In June 2024, we modified the interest rates on our Canadian term loan from 2022 ("2022 Canadian Term Loan") and our credit facility agreements that bore interest at CDOR plus a spread over the applicable benchmark to the Canadian Overnight Repo Rate Average ("CORRA"). The modification did not have a material impact on our Consolidated Financial Statements.
Credit Facilities and Commercial Paper
The following table summarizes information about our available liquidity at September 30, 2024 (in millions):
Aggregate lender commitments
Credit facilities
6,501
Less:
Credit facility borrowings outstanding
661
Commercial paper borrowings outstanding (1)
Outstanding letters of credit
26
Current availability
5,814
781
Total liquidity
6,595
Credit Facilities
We have two global senior credit facilities (the “2022 Global Facility” and "2023 Global Facility"), each with a borrowing capacity of $3.0 billion (subject to currency fluctuations). We may draw on both facilities in British pounds sterling, Canadian dollars, euro, Japanese yen, Mexican pesos and U.S. dollars on a revolving basis. The 2022 Global Facility is scheduled to initially mature in June 2026 and the 2023 Global Facility in June 2027; however, we can extend the maturity date for each facility by six months on two occasions, subject to the payment of extension fees. We also have the ability to increase each credit facility to $4.0 billion, subject to currency fluctuations and obtaining additional lender commitments.
We also have a Japanese yen revolver (the "Yen Credit Facility") with a borrowing capacity of ¥58.5 billion ($409.8 million at September 30, 2024). We have the ability to increase the borrowing capacity of the Yen Credit Facility to ¥75.0 billion ($525.4 million at September 30, 2024), subject to obtaining additional lender commitments. The Yen Credit Facility is scheduled to initially mature in August 2027; however, we may extend the maturity date for one year, subject to the payment of extension fees.
We refer to the 2022 Global Facility, the 2023 Global Facility and the Yen Credit Facility, collectively, as our “Credit Facilities.” Pricing for the Credit Facilities, including the spread over the applicable benchmark and the rates applicable to facility fees and letter of credit fees, varies based on the public debt ratings of the OP.
Our Credit Facilities are utilized to support our cash needs for development and acquisition activities on a short-term basis. The maturities of the borrowings under the Credit Facilities generally range from overnight to three months.
Commercial Paper
In March 2024, we established a program under which we may issue, repay and re-issue short-term unsecured commercial paper notes denominated in U.S. dollars. The aggregate principal amount of notes outstanding under the CPP at any time cannot exceed $1.0 billion and the net proceeds of the notes are expected to be used for general corporate purposes. The maturities of the notes generally
16
range from overnight to three months. The notes are issued under customary terms in the commercial paper market and are issued at a discount from par or, alternatively, can be issued at par and bear varying interest rates on a fixed or floating basis. At any point in time, we are required to maintain available commitments under our Credit Facilities in an amount at least equal to the amount of the notes outstanding.
Senior Notes
The following table summarizes the issuances of senior notes during the nine months ended September 30, 2024 (principal in thousands):
Aggregate Principal
Issuance Date Weighted Average
Issuance Date
Borrowing Currency
USD (1)
Interest Rate
Years
Maturity Dates
January
1,250,000
5.1%
17.3
March 2034 – 2054
February
CN¥
1,500,000
211,024
3.5%
3.0
February 2027
March
C$
550,000
405,147
4.7%
5.0
March 2029
May
€
592,130
4.0%
May 2034
£
350,000
439,147
5.6%
16.0
May 2040
July
1,100,000
17.5
January 2035 – March 2054
September
1,350,000
189,655
September 2029
4,187,103
4.8%
13.7
Term Loans
In February 2024, we extinguished a $500.0 million U.S. dollar term loan.
In April 2024, we entered into a Japanese term loan totaling ¥20.0 billion ($129.4 million) with an issuance date weighted average interest rate of 1.5% maturing April 2034.
Long-Term Debt Maturities
Scheduled principal payments due on our debt for the remainder of 2024 and for each year through the period ended December 31, 2028, and thereafter were as follows at September 30, 2024 (in thousands):
Unsecured
Credit Facilities and
Senior
Secured
Maturity
Notes
and Other
Mortgage
1,962
2025 (1)(2)
35,027
325,124
179,938
540,089
2026
1,324,968
738,202
3,980
2,067,150
2027 (3)
1,962,895
50,439
4,156
2,678,227
2028
2,594,354
103,680
3,041
2,701,075
Thereafter
24,066,928
742,901
86,094
24,895,923
Subtotal
29,984,172
1,960,346
279,171
32,884,426
Unamortized premiums (discounts), net
(465,616
7,359
(458,257
Unamortized debt issuance costs, net
(132,136
(3,524
(677
(136,337
17
Financial Debt Covenants
Our Credit Facilities, senior notes and term loans outstanding at September 30, 2024 were subject to certain financial covenants under their related documents. At September 30, 2024, we were in compliance with all of our financial debt covenants.
Guarantee of Finance Subsidiary Debt
We have finance subsidiaries as part of our operations in Europe (Prologis Euro Finance LLC), Japan (Prologis Yen Finance LLC) and the U.K. (Prologis Sterling Finance LLC) in order to mitigate our foreign currency risk by borrowing in the currencies in which we invest. These entities are 100% indirectly owned by the OP and all unsecured debt issued or to be issued by each entity is or will be fully and unconditionally guaranteed by the OP. There are no restrictions or limits on the OP’s ability to obtain funds from its subsidiaries by dividend or loan. In reliance on Rule 13-01 of Regulation S-X, the separate financial statements of Prologis Euro Finance LLC, Prologis Yen Finance LLC and Prologis Sterling Finance LLC are not provided.
NOTE 6. NONCONTROLLING INTERESTS
We report noncontrolling interests related to several entities we consolidate but of which we do not own 100% of the equity. These entities include two real estate partnerships that have issued limited partnership units to third parties. Depending on the specific partnership agreements, these limited partnership units are redeemable for cash or, at our option, shares of the Parent’s common stock, generally at a rate of one share of common stock to one limited partnership unit. We also consolidate certain entities in which we do not own 100% of the equity but the equity of these entities is not exchangeable into our common stock.
The noncontrolling interests of the Parent include the noncontrolling interests described above for the OP, as well as the limited partnership units in the OP that are not owned by the Parent. The outstanding limited partnership units receive quarterly cash distributions equal to the quarterly dividends paid on our common stock pursuant to the terms of the applicable partnership agreements.
The following table summarizes these entities (dollars in thousands):
Our Ownership Percentage
Noncontrolling Interests
Total Assets
Total Liabilities
Prologis U.S. Logistics Venture
55.0
3,098,087
3,147,790
7,036,302
7,142,889
157,950
156,303
Other consolidated entities (1)
various
186,758
176,485
2,697,254
2,369,959
370,841
333,114
9,733,556
9,512,848
528,791
489,417
Limited partners in Prologis, L.P. (2)(3)
1,307,478
1,317,721
NOTE 7. LONG-TERM COMPENSATION
Equity-Based Compensation Plans and Programs
Prologis Outperformance Plan (“POP”)
We have allocated participation points or a percentage of the compensation pool to participants under our POP corresponding to three-year performance periods beginning every January 1. The fair value of the awards is measured at the grant date and amortized over
the period from the grant date to the date at which the awards vest, which ranges from three to ten years. The performance hurdle (“Outperformance Hurdle”) at the end of the initial three-year performance period requires our three-year compound annualized total stockholder return (“TSR”) to exceed a threshold set at the three-year compound annualized TSR for the Morgan Stanley Capital International US REIT Index (the "Index") for the same period plus 100 basis points. If the Outperformance Hurdle is met, a compensation pool will be formed equal to 3.0% of the excess value created, subject to a maximum as defined by each performance period. POP awards cannot be paid at a time when we meet the outperformance hurdle yet our absolute TSR is negative. If after seven years our absolute TSR has not been positive, the awards will be forfeited.
The Outperformance Hurdle was met for the 2021 – 2023 performance period and the absolute maximum cap was earned and awarded in January 2024. The tables below include POP awards that were earned but are unvested, while any vested awards are reflected within the Consolidated Statements of Equity and Capital. The initial grant date fair value derived using a Monte Carlo valuation model was used in determining the grant date fair value per unit in the tables below.
Commencing in 2024, the named executive officers ("NEOs") and certain select employees will receive performance stock units ("PSUs"), discussed below, and no new awards will be made to these individuals under the POP. We granted participation points for the 2024 – 2026 performance period in January 2024, with a fair value of $19.0 million using a Monte Carlo valuation model that assumed a risk-free interest rate of 4.2% and an expected volatility of 27.0% for Prologis and 20.0% for the Index. The 2024 – 2026 performance period has an absolute maximum cap of $60.0 million. If an award is earned at the end of the initial three-year performance period, then 20.0% of the POP award is paid at the end of the initial performance period and the remaining 80.0% is subject to additional seven-year cliff vesting. The 20.0% that is paid at the end of the initial three-year performance period is subject to an additional three-year holding requirement. Awards are in the form of common stock, restricted stock units, POP LTIP Units and LTIP Units.
Performance Stock Unit Plan ("PSU Plan")
On January 16, 2024, PSUs were granted under the Company's 2020 Long-Term Incentive Plan and will be settled in equity at the end of a three-year performance period, if applicable performance hurdles are met. Such hurdles are based on a performance scale of Prologis’ percentile ranking in the Index for a three-year performance period. Prologis must perform at the 55th percentile to earn a target award of 100.0%. The award is capped at 200.0% of the target for performance at or above the 85th percentile, and there is no payout in the event Prologis’ performance is below the 35th percentile. There is proportional scaling between the 35th and the 85th percentiles, starting with 50.0% of the target being earned at the 35th percentile. The fair value of the awards is measured at the grant date and amortized over the period from the grant date to the date at which the awards vest, which ranges from three to five years.
We granted PSUs for the 2024 – 2026 performance period in January 2024, with a fair value of $30.6 million using a Monte Carlo valuation model. If an award is earned at the end of the initial three-year performance period, one-third of the award vests at the end of the performance period and the remaining award vests equally one and two years after the award is earned. The award is subject to an additional three-year holding requirement. Awards are in the form of common stock, restricted stock units (“RSUs”) and LTIP Units.
Other Equity-Based Compensation Plans and Programs
Our other equity-based compensation plans and programs include (i) the Prologis Promote Plan (“PPP”); (ii) the annual long-term incentive (“LTI”) equity award program (“Annual LTI Award”); and (iii) the annual bonus exchange program. Awards under these plans and programs may be issued in the form of RSUs or LTIP Units at the participant’s election. RSUs and LTIP Units are valued based on the market price of the Parent’s common stock on the date the award is granted and the grant date value is charged to compensation expense over the service period.
Summary of Award Activity
RSUs
The following table summarizes the activity for RSUs for the nine months ended September 30, 2024 (units in thousands):
Unvested RSUs
Grant Date Fair Value
2,097
98.23
Granted
801
110.93
Vested and distributed
(639
118.21
Forfeited
(56
121.84
2,203
96.46
LTIP Units
The following table summarizes the activity for LTIP Units for the nine months ended September 30, 2024 (units in thousands):
Unvested
5,379
76.72
1,219
97.20
Vested LTIP Units
(1,095
109.67
130.49
5,499
74.67
NOTE 8. EARNINGS PER COMMON SHARE OR UNIT
We determine basic earnings per share or unit based on the weighted average number of shares of common stock or units outstanding during the period. We compute diluted earnings per share or unit based on the weighted average number of shares or units outstanding combined with the incremental weighted average effect from all outstanding potentially dilutive instruments.
The computation of our basic and diluted earnings per share and unit was as follows (in thousands, except per share and unit amounts):
Net earnings attributable to common stockholders – Basic
Net earnings attributable to exchangeable limited partnership units (1)
25,130
19,054
61,851
61,497
Adjusted net earnings attributable to common stockholders – Diluted
1,029,397
765,228
2,510,226
2,485,394
Incremental weighted average effect on exchange of limited partnership units (1)
23,191
23,627
23,424
23,615
Incremental weighted average effect of equity awards
4,195
3,886
4,089
3,800
Weighted average common shares outstanding – Diluted (2)
Net earnings per share attributable to common stockholders:
Basic
Diluted
Net earnings attributable to Class A Units
(8,018
(6,557
(20,084
(21,231
Net earnings attributable to common unitholders – Basic
1,021,253
758,518
2,489,430
2,463,816
Net earnings attributable to exchangeable other limited partnership units
153
712
347
Adjusted net earnings attributable to common unitholders – Diluted
Weighted average common partnership units outstanding – Basic
Incremental weighted average effect on exchange of Class A Units
7,322
8,121
7,597
8,096
Incremental weighted average effect on exchange of other limited partnership units
159
299
Incremental weighted average effect of equity awards of Prologis, Inc.
Weighted average common units outstanding – Diluted (2)
Net earnings per unit attributable to common unitholders:
Class A Units
Other limited partnership units
Equity awards
7,314
7,252
7,942
7,347
14,935
15,672
15,838
15,742
Common limited partnership units
15,710
15,207
15,528
15,220
30,645
30,879
31,366
30,962
NOTE 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS
Derivative Financial Instruments
In the normal course of business, our operations are exposed to market risks, including the effect of changes in foreign currency exchange rates and interest rates. We may enter into derivative financial instruments to offset these underlying market risks. There have been no significant changes in our policy and strategy from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
The following table presents the fair value of our derivative financial instruments recognized within Other Assets and Other Liabilities in the Consolidated Balance Sheets (in thousands):
Asset
Liability
Undesignated derivatives
Foreign currency contracts
Forwards
Brazilian real
291
1,467
21,735
9,608
9,862
5,936
974
4,480
1,225
1,630
11,594
6,764
19,252
8,229
39,476
1,179
45,149
589
Swedish krona
2,233
1,947
3,304
2,279
Options
Mexican peso
1,263
Designated derivatives
Net investment hedges
27,263
1,759
7,030
68
932
756
5,608
Interest rate contracts
Cash flow hedges
118
27,034
256
31,964
Total fair value of derivatives
60,786
61,050
87,319
94,161
Undesignated Derivative Financial Instruments
Foreign Currency Contracts
The following table summarizes the activity of our undesignated foreign currency contracts for the nine months ended September 30 (in millions, except for weighted average forward rates and number of active contracts):
CAD
EUR
GBP
JPY
Notional amounts at January 1 ($)
213
524
442
384
1,619
283
601
349
81
1,645
New contracts ($)
102
106
460
124
116
34
390
Matured, expired or settled contracts ($)
(32
(86
(120
(148
(61
(447
(73
(218
(362
Notional amounts at September 30 ($)
564
431
1,632
216
493
400
381
183
1,673
Weighted average forward rate at September 30
1.31
1.15
1.26
120.22
1.29
1.17
1.28
113.85
Active contracts at September 30
92
88
77
69
The following table summarizes the undesignated derivative financial instruments exercised and associated realized and unrealized gains (losses), respectively, in Foreign Currency, Derivative and Other Gains (Losses) and Other Income (Expense), Net in the Consolidated Statements of Income (in millions, except for number of exercised contracts):
Exercised contracts
42
161
163
Realized gains on the matured, expired or settled contracts
Unrealized gains (losses) on the change in fair value of outstanding contracts
(67
29
Designated Derivative Financial Instruments
Changes in the fair value of derivatives that are designated as net investment hedges ("NIHs") of our foreign operations and cash flow hedges ("CFHs") are recorded in Accumulated Other Comprehensive Income (Loss) (“AOCI/L”) in the Consolidated Balance Sheets and reflected within the AOCI/L table below.
22
The following table summarizes the activity of our foreign currency contracts designated as NIHs for the nine months ended September 30 (in millions, except for weighted average forward rates and number of active contracts):
CNH
516
432
948
534
440
47
397
444
100
218
668
(399
(798
(363
(100
(228
(691
430
594
521
951
1.36
1.25
1.32
Interest Rate Contracts
The following table summarizes the activity of our interest rate contracts designated as CFHs for the nine months ended September 30 (in millions):
USD
700
550
1,250
447
597
600
846
691
1,750
2,441
(700
(1,050
(246
(1,996
(859
(1,900
(2,759
279
Designated Nonderivative Financial Instruments
The following table summarizes our debt and accrued interest, designated as a hedge of our net investment in international subsidiaries at the quarter ended (in millions):
1,820
1,305
778
373
The following table summarizes the unrealized gains (losses) in Foreign Currency, Derivative and Other Gains (Losses) and Other Income (Expense), Net in the Consolidated Statements of Income on the remeasurement of the unhedged portion of our euro-denominated and Chinese renminbi-denominated debt and accrued interest (in millions):
Unrealized gains (losses) on the unhedged portion
(28
(12
Accumulated Other Comprehensive Income (Loss) ("AOCI/L")
The change in AOCI/L in the Consolidated Statements of Equity during the periods presented was due to the following: i) the currency translation adjustments ("CTA") that we recognize due to the translation of the financial statements of our consolidated subsidiaries, whose functional currency is not the U.S. dollar, into U.S. dollars; and ii) the change in the fair value of the effective portion of our derivative financial instruments that have been designated as NIHs and CFHs and the translation of the hedged portion of our debt.
The following tables present these changes in AOCI/L (in thousands):
Unrealized losses on CFHs (1)
Our share of derivatives from unconsolidated entities
Derivative NIHs
Debt designated as nonderivative NIHs (2)
CTA
Total AOCI/L
(18,488
15,834
328,596
272,495
(754,490
Other comprehensive loss, net
(3,488
(4,981
(24,626
(117,782
(265,321
(416,198
(21,976
10,853
303,970
154,713
(1,019,811
Unrealized gains on CFHs
15,086
14,910
310,140
249,597
(922,103
Other comprehensive income, net
546
3,072
29,679
50,149
63,141
146,587
15,632
17,982
339,819
299,746
(858,962
Unrealized gains (losses) on CFHs (1)
(45,744
8,414
310,526
254,102
(1,041,499
Other comprehensive income (loss), net
23,768
2,439
(6,556
(99,389
21,688
(58,050
Unrealized gains (losses) on CFHs
30,545
22,584
332,973
329,983
(1,159,694
(14,913
(4,602
6,846
(30,237
300,732
257,826
Fair Value Measurements
There have been no significant changes in our policy from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2023.
Fair Value Measurements on a Recurring Basis
At September 30, 2024 and December 31, 2023, other than the derivatives discussed previously, we had no significant financial assets or financial liabilities that were measured at fair value on a recurring basis in the Consolidated Financial Statements. All of our derivatives held at September 30, 2024 and December 31, 2023, were classified as Level 2 of the fair value hierarchy.
Fair Value Measurements on Nonrecurring Basis
Acquired properties and assets we expect to sell or contribute are significant nonfinancial assets that met the criteria to be measured at fair value on a nonrecurring basis. At September 30, 2024 and December 31, 2023, we estimated the fair value of our properties using Level 2 or Level 3 inputs from the fair value hierarchy. See more information on our acquired properties in Note 2 and assets held for sale or contribution in Note 4.
Fair Value of Financial Instruments
At September 30, 2024 and December 31, 2023, the carrying amounts of certain financial instruments, including cash and cash equivalents, accounts and notes receivable, accounts payable and accrued expenses were representative of their fair values.
The differences in the fair value of our debt from the carrying value in the table below were the result of differences in interest rates or borrowing spreads that were available to us at September 30, 2024 and December 31, 2023, as compared with those in effect when the debt was issued or assumed, including lower borrowing spreads due to our credit ratings. See Note 5 for more information on our debt activity.
The following table reflects the carrying amounts and estimated fair values of our debt (in thousands):
Carrying Value
Fair Value
27,623,117
23,121,936
1,940,543
2,322,827
272,023
357,731
30,496,420
26,781,807
NOTE 10. BUSINESS SEGMENTS
Our current business strategy includes two operating segments: Real Estate (Rental Operations and Development) and Strategic Capital. We generate revenues, earnings, net operating income and cash flows through our segments, as follows:
Below we present: (i) each reportable business segment’s revenues from external customers to Total Revenues; (ii) each reportable business segment’s net operating income from external customers to Operating Income and Earnings Before Income Taxes; and (iii) each reportable business segment’s assets to Total Assets. Our CODMs rely principally on net operating income and similar measures to make decisions about allocating resources and assessing segment performance. The applicable components of Total Revenues, Operating Income, Earnings Before Income Taxes and Total Assets in the Consolidated Financial Statements are allocated to each reportable business segment’s revenues, net operating income and assets. Items that are not directly assignable to a segment are not allocated but reflected as non-segment items (G&A expenses and real estate adjustments for depreciation and gains and losses on contributions and sales) due to how our CODMs utilize segment information for planning and execution of our business strategy.
The following reportable business segment revenues, net operating income and assets are presented in thousands:
Nine Months Ended September 30,
Real estate segment:
1,819,965
1,705,656
5,359,141
4,866,508
Other Americas
34,604
29,442
95,486
81,576
28,858
29,101
83,286
69,368
17,595
13,617
44,530
46,186
Total real estate segment
1,901,022
1,777,816
5,582,443
5,063,638
Strategic capital segment:
46,388
53,077
137,517
786,222
16,342
14,054
73,785
74,139
49,843
45,457
141,745
135,267
22,794
24,260
65,474
74,956
Total strategic capital segment
Segment net operating income: (1)
U.S. (2)
1,403,563
1,295,042
4,062,185
3,671,766
27,784
23,184
75,040
62,429
15,120
22,235
50,649
51,493
11,447
8,937
28,281
29,696
1,457,914
1,349,398
4,216,155
3,815,384
15,794
6,302
31,244
622,802
12,322
7,147
56,744
53,962
32,226
27,187
82,343
53,288
13,683
12,143
37,501
33,848
74,025
52,779
207,832
763,900
Total segment net operating income
1,531,939
1,402,177
4,423,987
4,579,284
Non-segment items:
General and administrative expenses
(98,154
(96,673
(316,041
(292,097
Depreciation and amortization expenses
(649,265
(642,010
(1,924,075
(1,846,545
Segment assets:
77,402,504
76,633,566
2,648,457
2,029,438
2,994,859
2,366,539
1,002,886
793,916
84,048,706
81,823,459
Strategic capital segment: (3)
10,499
25,280
188
203
35,967
35,982
Total segment assets
84,084,673
81,859,441
620,900
625,384
Total non-segment items
11,820,523
11,161,399
NOTE 11. SUPPLEMENTAL CASH FLOW INFORMATION
Our significant noncash investing and financing activities for the nine months ended September 30, 2024 and 2023 included the following:
We paid $572.7 million and $340.4 million for interest, net of amounts capitalized, during the nine months ended September 30, 2024 and 2023, respectively.
We paid $104.7 million and $122.2 million for income taxes, net of refunds, during the nine months ended September 30, 2024 and 2023, respectively.
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors
Results of Review of Interim Financial Information
We have reviewed the consolidated balance sheet of Prologis, Inc. and subsidiaries (the Company) as of September 30, 2024, the related consolidated statements of income, comprehensive income, and equity for the three-month and nine-month periods ended September 30, 2024 and 2023, the related consolidated statements of cash flows for the nine-month periods ended September 30, 2024 and 2023, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2023, and the related consolidated statements of income, comprehensive income, equity, and cash flows for the year then ended (not presented herein); and in our report dated February 13, 2024, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2023 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
Basis for Review Results
This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.
/s/ KPMG LLP
Denver, ColoradoOctober 25, 2024
To the Partners of Prologis, L.P. and the Board of Directors of Prologis, Inc.:
We have reviewed the consolidated balance sheet of Prologis, L.P. and subsidiaries (the Operating Partnership) as of September 30, 2024, the related consolidated statements of income, comprehensive income, and capital for the three-month and nine-month periods ended September 30, 2024 and 2023, the related consolidated statements of cash flows for the nine-month periods ended September 30, 2024 and 2023, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.
We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Operating Partnership as of December 31, 2023, and the related consolidated statements of income, comprehensive income, capital, and cash flows for the year then ended (not presented herein); and in our report dated February 13, 2024, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2023 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.
This consolidated interim financial information is the responsibility of the Operating Partnership’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following should be read in conjunction with the Consolidated Financial Statements and related Notes included in Item 1 of this report and our Annual Report on Form 10-K for the year ended December 31, 2023, as filed with the United States (“U.S.”) Securities and Exchange Commission (“SEC”).
The statements in this report 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 we operate as well as management’s beliefs and assumptions. Such statements involve uncertainties that could significantly impact our financial results. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “aims,” and “estimates” including 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, acquisition and development activity, contribution and disposition activity, general conditions in the geographic areas where we operate, expectations regarding new lines of business, our debt, capital structure and financial position, our ability to earn revenues from co-investment ventures or form new co-investment ventures and the availability of capital in existing or new co-investment ventures — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and therefore actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) international, national, regional and local economic and political climates and conditions; (ii) changes in global financial markets, interest rates and foreign currency exchange rates; (iii) increased or unanticipated competition for our properties; (iv) risks associated with acquisitions, dispositions and development of properties, including the integration of the operations of significant real estate portfolios; (v) maintenance of Real Estate Investment Trust (“REIT”) status, tax structuring and changes in income tax laws and rates; (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings; (vii) risks related to our investments in and management of our co-investment ventures, including our ability to establish new co-investment ventures; (viii) risks of doing business internationally, including currency risks; (ix) environmental uncertainties, including risks of natural disasters; (x) risks related to global pandemics; and (xi) those additional factors discussed under Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023. We undertake no duty to update any forward-looking statements appearing in this report except as may be required by law.
Prologis, Inc. is a self-administered and self-managed REIT and is the sole general partner of Prologis, L.P. through which it holds substantially all of its assets. We operate Prologis, Inc. and Prologis, L.P. as one enterprise and, therefore, our discussion and analysis refers to Prologis, Inc. and its consolidated subsidiaries, including Prologis, L.P. We invest in real estate through wholly owned subsidiaries and other entities through which we co-invest with partners and investors ("co-investment ventures"). We have a significant ownership interest in the co-investment ventures, which are either consolidated or unconsolidated based on our level of control of the entity.
We operate, manage and measure the operating performance of our properties on an owned and managed (“O&M”) basis. Our O&M portfolio includes our consolidated properties as well as properties owned by our unconsolidated co-investment ventures, which we manage. We make operating decisions based on our total O&M portfolio as we manage the properties without regard to their ownership. We also evaluate our results based on our proportionate economic ownership of each property included in the O&M portfolio (“our share”).
Included in our discussion below are references to funds from operations (“FFO”) and net operating income (“NOI”), neither of which are United States ("U.S.") generally accepted accounting principles (“GAAP”). See below for a reconciliation of Net Earnings Attributable to Common Stockholders/Unitholders in the Consolidated Statements of Income to our FFO measures and a reconciliation of NOI to Operating Income in the Consolidated Statements of Income, the most directly comparable GAAP measures.
MANAGEMENT'S OVERVIEW
Prologis is the global leader in logistics real estate with a focus on high-barrier, high growth markets. We own, manage and develop well-located, high-quality logistics facilities in 20 countries across four continents. Our portfolio focuses on the world’s most vibrant centers of commerce and our scale across these locations allows us to better serve our customers’ diverse logistics requirements.
The importance of logistics supply chains has increased dramatically to our customers and the global economy. The long-term trends of e-commerce adoption and supply chain resiliency continue to drive the need for increased warehouse space to store and distribute goods. This demand has translated into meaningful increases in rents and low vacancy over the last several years. We believe this demand is driven by three primary factors: (i) customer supply chains re-positioning to address the significant shift to e-commerce and heightened service expectations; (ii) overall consumption and household growth; and (iii) our customers’ desire for more supply chain resiliency. We believe these forces will keep demand strong over the long term. In the short term, we expect some delay in our customers' leasing decisions over the next several quarters due to uncertainty in the economic and geopolitical environment.
Our teams actively manage our portfolio by providing comprehensive real estate services, including leasing, property management, development, acquisitions and dispositions. We also invest significant capital into new logistics properties through our development activity and third-party acquisitions. Proceeds from the disposition of properties, generally through the contribution of newly developed properties to our co-investment ventures and the sales of non-strategic properties to third parties, allow us to recycle capital back into our investment activities.
While the majority of our properties in the U.S. are wholly owned, we hold a significant ownership interest in properties both in the U.S. and internationally through our investment in the co-investment ventures. Partnering with the world’s largest institutional investors through co-investment ventures allows us to expand our investment capacity, enhance and diversify our real estate returns and mitigate our exposure to foreign currency movements.
Our scale and customer-focused strategy have compelled us to expand the services we provide. Our 1.2 billion square foot portfolio has provided the foundation upon which we have built a platform of solutions to address challenges that our customers face in global fulfillment today. Through Prologis Essentials, we focus on innovative ways to meet our customers’ operations and energy and sustainability needs. Our customer experience teams, proprietary technology and strategic partnerships are foundational to all aspects of our Prologis Essentials offerings. These resources allow us to provide our customers with unique and actionable insights and tools to help them make progress on sustainability goals and drive greater efficiency in their operations.
Finally, we believe our long-standing dedication to Environmental, Social and Governance (“ESG”) practices creates value for our customers, investors, employees and the communities in which we do business. The principles of ESG have been an important aspect of our business strategy that we believe delivers a strategic business advantage.
Our Global Presence
At September 30, 2024, we owned or had investments in, on a wholly-owned basis or through co-investment ventures, properties and development projects expected to total approximately 1.2 billion square feet across the following geographies:
Throughout this discussion, we reflect amounts in the U.S. dollar, our reporting currency. Included in these amounts are consolidated and unconsolidated investments denominated in foreign currencies, principally the British pound sterling, Canadian dollar, euro and Japanese yen that are impacted by fluctuations in exchange rates when translated to U.S. dollars. We mitigate our exposure to foreign currency fluctuations by investing outside the U.S. through co-investment ventures, borrowing in the functional currency of our subsidiaries and utilizing derivative financial instruments.
Our business comprises two operating segments: Real Estate (Rental Operations and Development) and Strategic Capital.
Below is information summarizing consolidated activity within our segments (in millions):
Real Estate Segment
Rental Operations. Rental operations comprise the largest component of our operating segments and generally contributes 90% to 95% of our consolidated revenues, earnings and FFO. We collect rent from our customers through operating leases, including reimbursements for the majority of our property operating costs. For leases that commenced during the nine months ended September 30, 2024, within the consolidated operating portfolio, the weighted average lease term was 63 months. We expect to generate earnings growth by increasing rents, maintaining high occupancy rates and controlling expenses. The primary driver of our revenue growth will be the rolling of in-place leases to current market rents when leases expire, as discussed further below. We believe our active portfolio management, combined with the skills of our property, leasing, maintenance, energy, sustainability and risk management teams allow us to maximize NOI across our portfolio. Substantially all of our consolidated rental revenue, NOI and cash flows from rental operations are generated in the U.S.
Development. Given the scarcity of modern logistics facilities in our target markets, our development business provides the opportunity to build to the evolving requirements of our customers while deepening our market presence. We believe we have a competitive advantage due to (i) the strategic locations of our global land bank and redevelopment sites; (ii) the development expertise of our local teams; (iii) the depth of our customer relationships; (iv) our ability to integrate sustainable design features that provide operational efficiencies for our customers; and (v) our procurement capabilities that allow us to secure high-demand construction materials at a lower cost. Successful development and redevelopment efforts provide significant earnings growth as projects are leased, generate income and increase the value of our Real Estate Segment. Generally, we develop properties in the U.S. to hold for the long-term and outside the U.S. for contribution to our unconsolidated co-investment ventures.
Strategic Capital Segment
Through the Strategic Capital Segment, we partner with many of the world’s largest institutional investors through unconsolidated co-investment ventures. The business is capitalized through private and public equity, of which 94% is in open ended ventures, long-term ventures or two publicly traded vehicles (Nippon Prologis REIT, Inc. in Japan and FIBRA Prologis in Mexico). We align our interests with our partners by holding significant ownership interests in our nine unconsolidated co-investment ventures (ranging from 15% to 50%). This structure allows us to reduce our exposure to foreign currency movements for investments outside the U.S.
This segment produces durable, long-term cash flows and generally contributes 5% to 10% of our consolidated revenues, earnings and FFO, excluding promotes. We generate strategic capital revenue from our unconsolidated co-investment ventures, principally through asset management and property management services. Revenue earned from asset management fees is primarily driven by the quarterly valuation of the real estate properties owned by the respective ventures. We earn additional revenues by providing leasing, acquisition, construction management, development and disposition services. In certain ventures, we also have the ability to earn revenues through incentive fees (“promotes” or “promote revenues”) periodically during the life of a venture, upon liquidation of a venture or upon stabilization of individual venture assets based primarily on the total return of the investments over certain financial hurdles. Promote revenues are recognized when earned at the end of the promote period for the specific co-investment ventures. We plan to grow this business and increase revenues by increasing our assets under management in existing or new ventures. The majority of the strategic capital revenues are generated outside the U.S.
32
FUTURE GROWTH
We believe that the quality and scale of our portfolio, our ability to build out our land bank and redevelopment sites, our strategic capital business, the depth of our customer relationships and the strength of our balance sheet are differentiators that allow us to drive growth in revenues, NOI, earnings, FFO and cash flows.
Rent change represents the percentage change in net effective rental rates (average rate over the lease term), on new and renewed leases, commenced during the period compared with previous net effective rental rates in that same space.
Based on our current estimates, our consolidated land and other real estate investments, including options and CLPs, have the potential to support the development of $36.0 billion ($40.7 billion on an O&M basis) of TEI of newly developed buildings. We measure the estimated value creation of a development project as the stabilized value above our TEI. As properties are completed and leased, we expect to realize the value creation principally through gains realized through contributions of these properties to unconsolidated co-investment ventures and increases in the NOI of the consolidated portfolio.
33
SUMMARY OF THE NINE MONTHS ENDED SEPTEMBER 30, 2024
Our operating results were strong during the nine months ended September 30, 2024 despite the softening of rents and occupancy in the market. Due to increases in market rents over the last several years, our existing lease mark-to-market drove rent change on rollover and same-store growth in our O&M portfolio. Our operating portfolio occupancy was 96.2% at September 30, 2024 and rent change on leases that commenced during the nine months ended September 30, 2024 was 69.5% on a net effective basis, both metrics based on our ownership share.
While our proprietary metrics around lease proposals are positive, we expect our customers to exercise caution in their leasing decisions through the remainder of 2024 due to uncertainty in the economic and geopolitical environment. Additionally, we are experiencing slower decision-making with build-to-suits and, as a result, expect limited speculative development in the short term. Despite the current environment, we believe we are well positioned to organically grow revenues over the long-term given the cumulative growth in market rents over the last several years and our existing high lease mark-to-market.
We completed the following significant activities in 2024, as described in the Notes to the Consolidated Financial Statements:
1,500
211
592
1,100
190
4,187
(1) The exchange rate used to calculate into U.S. dollars was the spot rate at the settlement date of each issuance.
RESULTS OF OPERATIONS – NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
We evaluate our business operations based on the NOI of our two operating segments: Real Estate (Rental Operations and Development) and Strategic Capital. NOI by segment is a non-GAAP performance measure that is calculated using revenues and expenses directly from our financial statements. We consider NOI by segment to be an appropriate supplemental measure of our performance because it helps management and investors understand our operating results.
Below is our NOI by segment per the Consolidated Financial Statements and a reconciliation of NOI by segment to Operating Income per the Consolidated Financial Statements for the nine months ended September 30 (in millions):
Rental revenues
5,577
5,063
Development management and other revenues
Rental expenses
(1,327
(1,217
Other expenses
(39
Real Estate Segment – NOI
4,216
3,815
Strategic capital revenues
419
1,071
Strategic capital expenses
(211
(307
Strategic Capital Segment – NOI
764
(316
(292
(1,924
(1,846
2,184
160
274
651
158
2,995
2,873
See Note 10 to the Consolidated Financial Statements for more information on our segments and a reconciliation of each business segment’s NOI to Operating Income and Earnings Before Income Taxes.
This operating segment principally includes rental revenue and rental expenses recognized from our consolidated properties. This segment also includes the operating results of our energy assets. We allocate the costs of our property management and leasing functions to the Real Estate Segment through Rental Expenses and the Strategic Capital Segment through Strategic Capital Expenses, both in the Consolidated Financial Statements, based on the square footage of the relative portfolios. In addition, this segment is impacted by our development, acquisition and disposition activities.
Below are the components of Real Estate Segment NOI for the nine months ended September 30, derived directly from line items in the Consolidated Financial Statements (in millions):
35
The $401 million change in Real Estate Segment (“RES”) NOI for the nine months ended September 30 compared to the same period in 2023, was impacted by the following activities (in millions):
Below are key operating metrics of our consolidated operating portfolio.
Development Activity
The following table summarizes consolidated development activity for the nine months ended September 30 (dollars and square feet in millions):
Starts:
Number of new development buildings started during the period
TEI
885
1,335
Percentage of build-to-suits based on TEI
27.7
60.9
Stabilizations:
Number of development buildings stabilized during the period
55
43
3,317
1,863
27.4
36.3
Weighted average stabilized yield (1)
6.0
6.4
Estimated value at completion
3,812
2,505
Estimated weighted average margin (2)
14.9
34.5
Estimated value creation
495
642
At September 30, 2024, the consolidated development portfolio, including properties under development and pre-stabilized properties, was expected to be completed before August 2026 with a TEI of $5.4 billion and was 32.8% leased. This includes the development of data centers with an aggregate TEI of $1.1 billion, on a consolidated basis. Our investment in the development portfolio was $3.1 billion at September 30, 2024.
Capital Expenditures
We capitalize costs incurred in improving and leasing our operating properties as part of the investment basis or within Other Assets in the Consolidated Balance Sheets. The following graph summarizes recurring capitalized expenditures and leasing costs of our consolidated operating properties during each quarter and excludes development costs and spend subsequent to stabilization that is structural in nature and non-recurring:
This operating segment includes revenues from asset management and property management services, transactional services for acquisition, disposition and leasing activity and promote revenue earned from the unconsolidated co-investment ventures. Revenues associated with the Strategic Capital Segment fluctuate because of changes in the size of the portfolios through acquisitions and dispositions, the fair value of the properties, timing of promotes, foreign currency exchange rates and other transactional activity. These revenues are reduced by the direct costs associated with the asset and property-level management expenses for the properties owned by these ventures. We allocate the costs of our property management and leasing functions to the Strategic Capital Segment through Strategic Capital Expenses and to the Real Estate Segment through Rental Expenses, both in the Consolidated Financial Statements,
37
based on the square footage of the relative portfolios. For further details regarding the key property information and summarized financial condition and operating results of our unconsolidated co-investment ventures, refer to Note 3 to the Consolidated Financial Statements.
Below are the components of Strategic Capital Segment NOI for the nine months ended September 30, derived directly from the line items in the Consolidated Financial Statements (in millions):
Below is additional detail of our Strategic Capital Segment revenues, expenses and NOI for the nine months ended September 30 (in millions):
U.S. (1)
Strategic capital revenues ($)
Recurring fees (2)
125
122
60
352
348
Transactional fees (3)
Promote revenue (4)
641
674
Total strategic capital revenues ($)
138
787
135
75
Strategic capital expenses ($) (4)
(107
(164
(17
(60
(82
(27
(41
Strategic Capital Segment– NOI ($)
623
57
38
For promotes earned after January 2024, we amended the Prologis Promote Plan ("PPP") to award up to 25% of the third-party portion of the promotes earned by us from the co-investment ventures to our employees. This award is issued as a combination of cash and equity-based awards, pursuant to the terms of the PPP and expensed through Strategic Capital Expenses in the Consolidated Statements of Income, as vested. For promotes earned prior to January 2024, up to 40% of the third-party portion of promotes earned was awarded to certain employees.
G&A Expenses
G&A expenses were $316 million and $292 million for the nine months ended September 30, 2024 and 2023, respectively. G&A expenses increased in 2024 as compared to 2023, principally due to inflationary increases and higher compensation expenses. We capitalize certain internal costs that are incremental and directly related to our development and building improvement activities.
The following table summarizes capitalized G&A for the nine months ended September 30 (dollars in millions):
Building and land development activities
Operating building improvements and other
39
Total capitalized G&A expenses
145
Capitalized compensation and related costs as a percent of total
24.8
23.6
Depreciation and Amortization Expenses
Depreciation and amortization expenses were $1.9 billion and $1.8 billion for the nine months ended September 30, 2024 and 2023, respectively.
The $78 million change in depreciation and amortization expenses for the nine months ended September 30, 2024 compared to the same period in 2023, was impacted by the following items (in millions):
Gains on Real Estate Transactions, Net
Gains on the disposition of development properties and land were $160 million and $274 million for the nine months ended September 30, 2024 and 2023, respectively, primarily from the contribution of properties we developed to unconsolidated co-investment ventures in the U.S. and Europe in 2024 and in Japan in 2023. Gains on other dispositions of investments in real estate were $651 million and $158 million for the nine months ended September 30, 2024 and 2023, respectively. The gains recognized in 2024 are primarily from the contribution of operating properties to our U.S. unconsolidated co-investment venture, and both 2024 and 2023 include the sale of non-strategic properties in the U.S.
Historically, we have utilized the proceeds from these transactions primarily to fund our acquisition and development activities. See Note 2 to the Consolidated Financial Statements for further information on these transactions.
Our Owned and Managed (“O&M”) Operating Portfolio
We manage our business and review our operating fundamentals on an O&M basis, which includes our consolidated properties and properties owned by our unconsolidated co-investment ventures. We believe reviewing the results in this way allows management to understand performance more broadly as we manage the properties without regard to their ownership. We do not control the unconsolidated co-investment ventures for purposes of GAAP and the presentation of the ventures’ operating information does not represent a legal claim.
Our O&M operating portfolio does not include our development portfolio, value-added properties, non-industrial properties or properties that we consider non-strategic and do not have the intent to hold long term that are classified as either held for sale or within other real estate investments. Value-added properties are properties we have either acquired at a discount and believe we could provide greater returns post-stabilization or properties we expect to repurpose to a higher and better use. See below for information on our O&M operating portfolio (square feet in millions):
Number of Properties
SquareFeet
Percentage Occupied
Consolidated
3,007
649
96.1%
2,957
631
97.6%
Unconsolidated
2,278
519
95.8%
2,242
507
97.5%
5,285
1,168
95.9%
5,199
1,138
Below are the key leasing metrics of our O&M operating portfolio.
Same Store Analysis
Our same store metrics are non-GAAP financial measures, which are commonly used in the real estate industry and expected from the financial community, presented on both a net effective and cash basis. We evaluate the performance of the operating properties we own and manage using a “same store” analysis to ensure that the population of properties in this analysis is consistent from period to period, allowing us and investors to analyze our ongoing business operations. We determine our same store metrics on property NOI, which is calculated as rental revenue less rental expense for the applicable properties in the same store population for both consolidated and unconsolidated properties based on our ownership interest, as further defined below.
We define our same store population for the three months ended September 30, 2024 as the properties in our O&M operating portfolio, including the property NOI for both consolidated properties and properties owned by the unconsolidated co-investment ventures, at January 1, 2023 and owned throughout the same three-month period in both 2023 and 2024. We believe the drivers of property NOI for the consolidated portfolio are generally the same for the properties owned by the ventures in which we invest and therefore we evaluate the same store metrics of the O&M portfolio based on Prologis’ ownership in the properties (“Prologis Share”). The same store population excludes properties held for sale to third parties, along with development properties that were not stabilized at the beginning of the period (January 1, 2023) and properties acquired or disposed of to third parties during the period. To derive an appropriate measure of period-to-period operating performance, we remove the effects of foreign currency exchange rate movements by using the reported period-end exchange rate to translate from local currency into the U.S. dollar, for both periods.
40
As non-GAAP financial measures, the same store metrics have certain limitations as analytical tools and may vary among real estate companies. As a result, we provide a reconciliation of Rental Revenues less Rental Expenses (“Property NOI”) (from our Consolidated Financial Statements prepared in accordance with U.S. GAAP) to our Same Store Property NOI measures, as follows for the three months ended September 30 (dollars in millions):
Percentage
Change
Reconciliation of Consolidated Property NOI to Same Store Property NOI measures:
1,897
1,777
(427
(416
Consolidated Property NOI
1,470
1,361
Adjustments to derive same store results:
Property NOI from consolidated properties not included in same store portfolio and other adjustments (1)
(238
(189
Property NOI from unconsolidated co-investment ventures included in same store portfolio (1)(2)
809
749
Third parties' share of Property NOI from properties included in same store portfolio (1)(2)
(641
(603
Prologis Share of Same Store Property NOI – Net Effective (2)
1,400
1,318
6.2
Consolidated properties straight-line rent and fair value lease amortization included in same store portfolio (3)
(124
Unconsolidated co-investment ventures straight-line rent and fair value lease amortization included in same store portfolio (3)
(16
(15
Third parties' share of straight-line rent and fair value lease amortization included in same store portfolio (2)(3)
Prologis Share of Same Store Property NOI – Cash (2)(3)
1,277
1,191
7.2
During the periods presented, certain wholly owned properties were contributed to a co-investment venture and are included in the same store portfolio. Neither our consolidated results nor those of the co-investment ventures, when viewed individually, would be comparable on a same store basis because of the changes in composition of the respective portfolios from period to period (e.g. the results of a contributed property are included in our consolidated results through the contribution date and in the results of the venture subsequent to the contribution date based on our ownership interest at the end of the period). As a result, only line items labeled “Prologis Share of Same Store Property NOI” are comparable period over period.
We manage our business and compensate our executives based on the same store results of our O&M portfolio at 100% as we manage our portfolio on an ownership blind basis. We calculate those results by including 100% of the properties included in our same store portfolio.
Other Components of Income (Expense)
Earnings from Unconsolidated Entities, Net
We recognized net earnings from unconsolidated entities, which are generally accounted for using the equity method, of $260 million and $218 million for the nine months ended September 30, 2024 and 2023, respectively.
The earnings we recognize can be impacted by: (i) the size, rental rates and occupancy of the portfolio of properties owned by each venture; (ii) interest expense based on the size of the debt portfolio; (iii) gains or losses from the dispositions of properties and extinguishment of debt; (iv) our ownership interest in each venture; (v) other variances in revenues and expenses of each venture; and (vi) fluctuations in foreign currency exchange rates used to translate our share of net earnings to U.S. dollars.
See the discussion of our unconsolidated entities above in the Strategic Capital Segment discussion and in Note 3 to the Consolidated Financial Statements for a further breakdown of our share of net earnings recognized.
Interest Expense
The following table details our net interest expense for the nine months ended September 30 (dollars in millions):
Gross interest expense
656
490
Amortization of debt discount and debt issuance costs, net
59
Capitalized amounts
(83
(79
Net interest expense
632
Weighted average effective interest rate during the period
2.7
Interest expense increased during the nine months ended September 30, 2024, as compared to the same period in 2023, principally due to the issuance of senior notes to finance our acquisition and development activities and higher interest rates on new issuances. We issued $4.2 billion of senior notes during the nine months ended September 30, 2024 and $5.4 billion during the year ended December 31, 2023, with a weighted average interest rate of 4.8% and 4.7%, respectively, at the issuance date.
See Note 5 to the Consolidated Financial Statements and the Liquidity and Capital Resources section below, for further discussion of our debt and borrowing costs.
Foreign Currency, Derivative and Other Gains (Losses) and Other Income (Expense), Net
We recognized foreign currency, derivative and other gains (losses) and other income (expense), net, of $63 million and $103 million for the nine months ended September 30, 2024 and 2023, respectively. Included in these amounts was interest income earned on short-term investments.
We are exposed to foreign currency exchange risk related to investments in and earnings from our foreign investments. We primarily hedge our foreign currency risk related to our investments by borrowing in the currencies in which we invest thereby providing a natural hedge. We have issued debt in a currency that is not the same functional currency of the borrowing entity and have designated a portion of the debt as a nonderivative net investment hedge. We recognize the remeasurement and settlement of the translation adjustment on the unhedged portion of the debt and accrued interest in unrealized gains or losses. We may use derivative financial instruments to manage foreign currency exchange rate risk related to our earnings. We recognize the change in fair value of the undesignated derivative contracts in unrealized gains and losses. Upon settlement of these transactions, we recognize realized gains or losses.
The following table details our foreign currency and derivative gains (losses), net for the nine months ended September 30 included in earnings (in millions):
Realized foreign currency and derivative gains, net:
Gains on the settlement of undesignated derivatives
Gains (losses) on the settlement of transactions with third parties
(1
Total realized foreign currency and derivative gains, net
44
Unrealized foreign currency and derivative gains (losses), net:
Gains (losses) on the change in fair value of undesignated derivatives and unhedged debt
(44
Gains (losses) on remeasurement of certain assets and liabilities
Total unrealized foreign currency and derivative gains (losses), net
Total foreign currency and derivative gains (losses), net
See Note 9 to the Consolidated Financial Statements for more information about our derivative and nonderivative transactions.
Income Tax Expense
We recognize income tax expense related to our taxable REIT subsidiaries and in the local, state and foreign jurisdictions in which we operate. Our current income tax expense (benefit) fluctuates from period to period based primarily on the timing of our taxable income, including gains on the disposition of properties, fees earned from the co-investment ventures and taxable earnings from unconsolidated co-investment ventures. Deferred income tax expense (benefit) is generally a function of the period’s temporary differences and the utilization of net operating losses generated in prior years that had been previously recognized as deferred income tax assets in taxable subsidiaries.
The following table summarizes our income tax expense for the nine months ended September 30 (in millions):
Current income tax expense:
117
Income tax expense on dispositions
Total current income tax expense
78
143
Deferred income tax expense:
Total deferred income tax expense
Total income tax expense
80
Net Earnings Attributable to Noncontrolling Interests
Net earnings attributable to noncontrolling interests represents the third-party investors’ share of the earnings generated in consolidated entities in which we do not own 100% of the equity, reduced by the third-party share of fees or promotes payable to us and earned during the period. We had net earnings attributable to noncontrolling interests of $153 million and $149 million for the nine months ended September 30, 2024 and 2023, respectively. Included in these amounts were $61 million for both the nine months ended September 30, 2024 and 2023, of net earnings attributable to the common limited partnership unitholders of Prologis, L.P.
See Note 6 to the Consolidated Financial Statements for further information on our noncontrolling interests.
Other Comprehensive Income (Loss)
The key driver of changes in Accumulated Other Comprehensive Income (Loss) (“AOCI/L”) in the Consolidated Financial Statements during the nine months ended September 30, 2024 and 2023, was the currency translation adjustment derived from changes in exchange rates during both periods principally on our net investments in real estate outside the U.S. and the borrowings we issue in the functional currencies of the countries where we invest. These borrowings serve as a natural hedge of our foreign investments. In addition, we use derivative financial instruments, such as foreign currency contracts to manage foreign currency exchange rate risk related to our foreign investments and interest rate contracts to manage interest rate risk, that when designated the change in fair value is included in AOCI/L.
See Note 9 to the Consolidated Financial Statements for more information on changes in other comprehensive income and about our derivative and nonderivative transactions.
RESULTS OF OPERATIONS – THREE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023
Except as separately discussed above, the changes in comprehensive income attributable to common stockholders and unitholders and its components for the three months ended September 30, 2024, as compared to the three months ended September 30, 2023, are similar to the changes for the nine-month periods ended on the same dates.
LIQUIDITY AND CAPITAL RESOURCES
Overview
We consider our ability to generate cash from operating activities, distributions from our co-investment ventures, contributions and dispositions of properties and available financing sources to be adequate to meet our anticipated future development, acquisition, operating, debt service, dividend and distribution requirements.
Near-Term Principal Cash Sources and Uses
In addition to dividends and distributions, we expect our primary cash needs will consist of the following:
We expect to fund our cash needs principally from the following sources (subject to market conditions):
In the long term, we may also voluntarily repurchase our outstanding debt or equity securities (depending on prevailing market conditions, our liquidity, contractual restrictions and other factors) through cash purchases, open-market purchases, privately negotiated transactions, tender offers or otherwise. We may also fund our cash needs from the issuance of equity securities, subject to market conditions, and through the sale of a portion of our investments in co-investment ventures.
The following table summarizes information about our consolidated debt by currency (dollars in millions):
1,834
1,300
1,127
830
242
10,880
10,084
3,354
3,086
14,444
13,459
Total debt (1)
32,290
29,001
Our credit ratings at September 30, 2024, were A from Standard & Poor's with a stable outlook and A3 from Moody’s with a positive outlook. These ratings allow us to borrow at an advantageous interest rate. Adverse changes in our credit ratings could negatively impact our business and, in particular, our refinancing and other capital market activities, our ability to manage debt maturities, our future growth and our development and acquisition activity. A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time by the rating organization.
At September 30, 2024, we were in compliance with all of our financial debt covenants. These covenants include a number of customary financial covenants, such as maintaining debt service coverage ratios, leverage ratios and fixed charge coverage ratios.
See Note 5 to the Consolidated Financial Statements for further discussion on our debt.
Equity Commitments Related to Certain Co-Investment Ventures
Certain co-investment ventures have equity commitments from us and our venture partners. Our venture partners fulfill their equity commitment with cash. We may fulfill our equity commitment through contributions of properties or cash.
The following table summarizes the remaining equity commitments at September 30, 2024 (dollars in millions):
Equity Commitments (1)
Prologis
Venture Partners
Expiration Date
Prologis Targeted U.S. Logistics Fund
200
2026 – 2027 (2)
Prologis Brazil Logistics Venture
127
Prologis European Logistics Fund
2027 (2)
Prologis Japan Core Logistics Fund
99
510
609
2033
Prologis China Logistics Venture
186
1,057
1,243
2024 – 2028
317
2,054
2,371
See the Cash Flow Summary below for more information about our investment activity in our co-investment ventures.
Cash Flow Summary
The following table summarizes our cash flow activity for the nine months ended September 30 (in millions):
3,577
4,299
(3,419
(5,212
1,404
Net increase in cash and cash equivalents, including the effect of foreign currency exchange rates on cash
250
462
Operating Activities
Cash provided by and used in operating activities, exclusive of changes in receivables and payables, was impacted by the following significant activities during the nine months ended September 30, 2024 and 2023:
Investing Activities
Cash provided by investing activities is driven by proceeds from the sale of real estate assets that include the contribution of properties we developed to our unconsolidated co-investment ventures as well as the sale of non-strategic operating properties. Cash used in investing activities is principally driven by our capital deployment activities of investing in real estate development, acquisitions and capital expenditures as discussed above. This activity includes land for future development, operating properties, other real estate assets and real estate portfolios, such as the $3.1 billion portfolio acquired in the second quarter of 2023. See Note 2 to the Consolidated Financial Statements for further information on these activities. In addition, the following significant transactions also impacted our cash used in and provided by investing activities during the nine months ended September 30, 2024 and 2023:
Financing Activities
Cash provided by and used in financing activities is principally driven by proceeds from and payments on credit facilities, commercial paper and other debt, along with dividends paid on common and preferred stock and noncontrolling interest contributions and distributions. Our credit facilities and our commercial paper support our cash needs for development and acquisition activities on a
short-term basis. The maturities of the borrowings under the credit facilities and the notes under the commercial paper program generally range from overnight to three months.
Our repurchase of and payments on debt and proceeds from the issuance of debt consisted of the following activity for the nine months ended September 30 (in millions):
Repurchase of and payments on debt (including extinguishment costs)
Regularly scheduled debt principal payments and payments at maturity
329
Secured mortgage debt
89
Term loans
500
918
270
4,149
5,323
129
312
4,284
5,747
Unconsolidated Co-Investment Venture Debt
We had investments in and advances to our unconsolidated co-investment ventures of $9.3 billion at September 30, 2024. These ventures had total third-party debt of $16.6 billion at September 30, 2024 with a weighted average remaining maturity of 6 years and weighted average interest rate of 3.3%. The weighted average loan-to-value ratio for all unconsolidated co-investment ventures was 29.1% at September 30, 2024 based on gross book value. Loan-to-value, a non-GAAP measure, was calculated as the percentage of total third-party debt to the gross book value of real estate for each venture and weighted based on the cumulative gross book value of all unconsolidated co-investment ventures.
At September 30, 2024, we did not guarantee any third-party debt of the unconsolidated co-investment ventures.
Dividend and Distribution Requirements
Our dividend policy on our common stock is to distribute a percentage of our cash flow to ensure that we will meet the dividend requirements of the Internal Revenue Code ("IRC"), relative to maintaining our REIT status, while still allowing us to retain cash to fund our capital deployment and other investment activities.
Under the IRC, REITs may be subject to certain federal income and excise taxes on undistributed taxable income.
We paid quarterly cash dividends of $0.96 and $0.87 per common share in each of the first three quarters of 2024 and 2023, respectively. Our future common stock dividends, if and as declared, may vary and will be determined by the Board based upon the circumstances prevailing at the time, including our financial condition, operating results and REIT distribution requirements, and may be adjusted at the discretion of the Board during the year.
We make distributions on the common limited partnership units outstanding at the same per unit amount as our common stock dividend. The Class A common limited partnerships units ("Class A Units") in the OP are entitled to a quarterly distribution equal to $0.64665 per unit so long as the common units receive a quarterly distribution of at least $0.40 per unit. We paid a quarterly cash distribution of $0.64665 per Class A Unit in the first three quarters of 2024 and 2023.
At September 30, 2024, our Series Q preferred stock had an annual dividend rate of 8.54% per share and the dividends are payable quarterly in arrears.
Pursuant to the terms of our preferred stock, we are restricted from declaring or paying any dividend with respect to our common stock unless and until all cumulative dividends with respect to the preferred stock have been paid and sufficient funds have been set aside for dividends that have been declared for the relevant dividend period with respect to the preferred stock.
Other Commitments
On an ongoing basis, we are engaged in various stages of negotiations for the acquisition or disposition of individual properties or portfolios of properties.
FUNDS FROM OPERATIONS ATTRIBUTABLE TO COMMON STOCKHOLDERS/UNITHOLDERS (“FFO”)
FFO is a non-GAAP financial measure that is commonly used in the real estate industry. The most directly comparable GAAP measure to FFO is net earnings.
The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as earnings computed under GAAP to exclude historical cost depreciation and gains and losses from the sales net of any related tax, along with impairment charges, of previously depreciated properties. We also exclude the gains on revaluation of equity investments upon acquisition of a controlling interest and the gain recognized from a partial sale of our investment, as these are similar to gains from the sales of previously depreciated properties. We exclude similar adjustments from our unconsolidated entities and the third parties’ share of our consolidated ventures.
Our FFO Measures
Our FFO measures begin with NAREIT’s definition and we make certain adjustments to reflect our business and the way that management plans and executes our business strategy. While not infrequent or unusual, the additional items we adjust for in calculating FFO, as modified by Prologis and Core FFO, both as defined below, are subject to significant fluctuations from period to period. Although these items may have a material impact on our operations and are reflected in our financial statements, the removal of the effects of these items allows us to better understand the core operating performance of our properties over the long term. These items have both positive and negative short-term effects on our results of operations in inconsistent and unpredictable directions that are not relevant to our long-term outlook.
We calculate our FFO measures, as defined below, based on our proportionate ownership share of both our unconsolidated entities and consolidated ventures. We reflect our share of our FFO measures for unconsolidated entities by applying our average ownership percentage for the period to the applicable adjusting items on an entity-by-entity basis. We reflect our share for consolidated ventures in which we do not own 100% of the equity by adjusting our FFO measures to remove the noncontrolling interests share of the applicable adjusting items based on our average ownership percentage for the applicable periods.
These FFO measures are used by management as supplemental financial measures of operating performance and we believe that it is important that stockholders, potential investors and financial analysts understand the measures management uses. We do not use our FFO measures as, nor should they be considered to be, alternatives to net earnings computed under GAAP, as indicators of our operating performance, as alternatives to cash from operating activities computed under GAAP or as indicators of our ability to fund our cash needs.
We analyze our operating performance principally by the rental revenue of our real estate and the revenues from our strategic capital business, net of operating, administrative and financing expenses. This income stream is not directly impacted by fluctuations in the market value of our investments in real estate or debt securities.
FFO, as modified by Prologis attributable to common stockholders/unitholders (“FFO, as modified by Prologis”)
To arrive at FFO, as modified by Prologis, we adjust the NAREIT defined FFO measure to exclude the impact of foreign currency related items and deferred tax, specifically:
We use FFO, as modified by Prologis, so that management, analysts and investors are able to evaluate our performance against other REITs that do not have similar operations or operations in jurisdictions outside the U.S.
Core FFO attributable to common stockholders/unitholders (“Core FFO”)
In addition to FFO, as modified by Prologis, we also use Core FFO. To arrive at Core FFO, we adjust FFO, as modified by Prologis, to exclude the following recurring and nonrecurring items that we recognize directly in FFO, as modified by Prologis:
We use Core FFO, including by segment and region, to: (i) assess our operating performance as compared to other real estate companies; (ii) evaluate our performance and the performance of our properties in comparison with expected results and results of previous periods; (iii) evaluate the performance of our management; (iv) budget and forecast future results to assist in the allocation of resources; (v) provide guidance to the financial markets to understand our expected operating performance; and (vi) evaluate how a specific potential investment will impact our future results.
Limitations on the use of our FFO measures
While we believe our modified FFO measures are important supplemental measures, neither NAREIT’s nor our measures of FFO should be used alone because they exclude significant economic components of net earnings computed under GAAP and are, therefore, limited as an analytical tool. Accordingly, these are only a few of the many measures we use when analyzing our business. Some of the limitations are:
We compensate for these limitations by using our FFO measures only in conjunction with net earnings computed under GAAP when making our decisions. This information should be read with our complete Consolidated Financial Statements prepared under GAAP. To assist investors in compensating for these limitations, we reconcile our modified FFO measures to our net earnings computed under GAAP for the nine months ended September 30 as follows (in millions):
Reconciliation of net earnings attributable to common stockholders to FFO measures:
2,448
2,424
Add (deduct) NAREIT defined adjustments:
Real estate related depreciation and amortization
1,870
1,811
Gains on other dispositions of investments in real estate, net of taxes (excluding development properties and land)
(651
(156
Adjustments related to noncontrolling interests
(31
(24
Our proportionate share of adjustments related to unconsolidated entities
333
NAREIT defined FFO attributable to common stockholders/unitholders
3,969
4,397
Add (deduct) our modified adjustments:
Unrealized foreign currency, derivative and other losses (gains), net
61
(26
(6
FFO, as modified by Prologis attributable to common stockholders/unitholders
4,029
4,375
Adjustments to arrive at Core FFO:
(160
(274
Current income tax expense on dispositions
(5
Core FFO attributable to common stockholders/unitholders
3,870
4,132
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk
We are exposed to the impact of foreign exchange-related variability and earnings volatility on our foreign investments and interest rate changes. See our risk factors in Part 1, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023. See also Note 9 in the Consolidated Financial Statements in Item 1 for more information about our foreign operations and derivative financial instruments.
We monitor our market risk exposures using a sensitivity analysis. Our sensitivity analysis estimates the exposure to market risk sensitive instruments assuming a hypothetical 10% adverse change in foreign currency exchange rates or interest rates at September 30, 2024. The results of the sensitivity analysis are summarized in the following sections. The sensitivity analysis is of limited predictive value. As a result, revenues and expenses, as well as our ultimate realized gains or losses with respect to foreign currency exchange rate and interest rate fluctuations will depend on the exposures that arise during a future period, hedging strategies at the time and the prevailing foreign currency exchange rates and interest rates.
Foreign Currency Risk
We are exposed to foreign currency exchange variability related to investments in and earnings from our foreign investments. Foreign currency market risk is the possibility that our results of operations or financial position could be better or worse than planned because of changes in foreign currency exchange rates. We primarily hedge our foreign currency risk by borrowing in the currencies in which we invest thereby providing a natural hedge. Additionally, we hedge our foreign currency risk by entering into derivative financial instruments, such as foreign currency contracts, that we designate as net investment hedges, as these amounts offset the translation adjustments on the underlying net assets of our foreign investments. At September 30, 2024, after consideration of our ability to borrow in the foreign currencies in which we invest and also derivative and nonderivative financial instruments as discussed in Note 9 to the Consolidated Financial Statements, we had minimal net equity denominated in a currency other than the U.S. dollar.
For the nine months ended September 30, 2024, $434 million or 7.2% of our total consolidated revenue was denominated in foreign currencies. We enter into foreign currency contracts that we do not designate, such as forwards, to reduce the impact from fluctuations in foreign currency associated with the translation of the future earnings of our international subsidiaries. At September 30, 2024, we had foreign currency contracts denominated principally in British pound sterling, Canadian dollar, euro and Japanese yen, with an aggregate notional amount of $1.6 billion. As we do not designate these foreign currency contracts as hedges, the gain or loss on settlement is included in our earnings and offsets the lower or higher translation of earnings from our investments denominated in currencies other than the U.S. dollar. Although the impact to net earnings is mitigated through higher translated U.S. dollar earnings from these currencies, a weakening of the U.S. dollar against these currencies by 10% could result in a $163 million cash payment on settlement of these contracts.
Interest Rate Risk
We are also exposed to the impact of interest rate changes on future earnings and cash flows. To mitigate that risk, we generally borrow with fixed rate debt and we may use derivative instruments to fix the interest rate on our variable rate debt. At September 30, 2024, $31.2 billion of our debt bore interest at fixed rates and therefore the fair value of these instruments was affected by changes in market interest rates. At September 30, 2024, $1.7 billion of our debt bore interest at variable rates. The following table summarizes the future repayment of debt and scheduled principal payments at September 30, 2024 (dollars in millions):
2025
2027
Fixed rate debt
1,472
2,017
27,422
31,188
28,801
Weighted average interest rate (1)
4.0
3.3
2.2
3.2
Variable rate debt
222
595
175
992
991
Total variable rate debt
265
1,696
1,695
At September 30, 2024, the weighted average effective interest rate on our variable rate debt was 2.7% which was calculated using an average balance on our credit facilities throughout the year and our other variable rate debt balances at September 30, 2024. Changes in interest rates can cause interest expense to fluctuate on our variable rate debt. On the basis of our sensitivity analysis, a 10% increase in interest rates on our average outstanding variable rate debt balances would result in additional annual interest expense of $4 million for the quarter ended September 30, 2024, which equates to a change in interest rates of 27 basis points on our average outstanding variable rate debt balances and one basis point on our average total debt portfolio balances.
ITEM 4. Controls and Procedures
Controls and Procedures (Prologis, Inc.)
Prologis, Inc. carried out an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-14(c)) under the Securities and Exchange Act of 1934 (the “Exchange Act”) at September 30, 2024. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.
Changes in Internal Control over Financial Reporting
There have not been any changes in Prologis, Inc.’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, Prologis, Inc.’s internal control over financial reporting.
Controls and Procedures (Prologis, L.P.)
Prologis, L.P. carried out an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-14(c)) under the Exchange Act at September 30, 2024. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms.
There have not been any changes in Prologis, L.P.’s internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that occurred during the quarter ended September 30, 2024 that have materially affected, or are reasonably likely to materially affect, Prologis, L.P.’s internal control over financial reporting.
PART II. OTHER INFORMATION
ITEM 1. Legal Proceedings
Prologis and our unconsolidated entities are party to a variety of legal proceedings arising in the ordinary course of business. With respect to any such matters to which we are currently a party, the ultimate disposition of any such matters will not result in a material adverse effect on our business, financial position or results of operations.
ITEM 1A. Risk Factors
At September 30, 2024, no material changes had occurred in our risk factors as discussed in Item 1A. in our Annual Report on Form 10-K for the year ended December 31, 2023.
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds
During the quarterly period ended September 30, 2024, we issued 0.2 million shares of common stock of Prologis, Inc. in connection with the redemption of common units of Prologis, L.P. in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended (the "Act"), afforded by Section 4(a)(2) thereof.
ITEM 3. Defaults Upon Senior Securities
None.
ITEM 4. Mine Safety Disclosures
Not Applicable.
ITEM 5. Other Information
During the quarterly period ended September 30, 2024, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K under the Act).
ITEM 6. Exhibits
The exhibits required by this item are set forth on the Exhibit Index attached hereto.
INDEX TO EXHIBITS
Certain of the following documents are filed herewith. Certain other of the following documents that have been previously filed with the Securities and Exchange Commission (“SEC”) and, pursuant to Rule 12b-32, are incorporated herein by reference.
Form of Officers’ Certificate related to the 5.000% Notes due 2035 (incorporated by reference to Exhibit 4.1 to Prologis' Current Report on Form 8-K filed on July 23, 2024).
4.2
Form of 5.000% Notes due 2035 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report on Form 8-K filed on July 23, 2024).
4.3
Form of Officers’ Certificate related to the 5.250% Notes due 2054 (incorporated by reference to Exhibit 4.3 to Prologis' Current Report on Form 8-K filed on July 23, 2024).
4.4
Form of 5.250% Notes due 2054 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report on Form 8-K filed on July 23, 2024).
15.1†
KPMG LLP Awareness Letter of Prologis, Inc.
15.2†
KPMG LLP Awareness Letter of Prologis, L.P.
22.1†
Subsidiary guarantors and issuers of guaranteed securities.
31.1†
Certification of Chief Executive Officer of Prologis, Inc.
31.2†
Certification of Chief Financial Officer of Prologis, Inc.
31.3†
Certification of Chief Executive Officer for Prologis, L.P.
31.4†
Certification of Chief Financial Officer for Prologis, L.P.
32.1†
Certification of Chief Executive Officer and Chief Financial Officer of Prologis, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2†
Certification of Chief Executive Officer and Chief Financial Officer for Prologis, L.P., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS†
Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.
101.SCH†
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
†
Filed herewith
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the registrants have duly caused this report to be signed on their behalf by the undersigned, thereunto duly authorized.
By:
/s/ Timothy D. Arndt
Timothy D. Arndt
Chief Financial Officer
/s/ Lori A. Palazzolo
Lori A. Palazzolo
Managing Director and Chief Accounting Officer
Prologis, Inc., its general partner
Date: October 25, 2024