Prologis Reports Second Quarter 2025 Results

Published: 2025-07-16 08:01:16 ET PLD

Published on 07/16/2025 at 08:01

Resilient performance through volatile environment

SAN FRANCISCO, July 16, 2025 /PRNewswire/ -- Prologis, Inc. (NYSE: PLD) today announced the following results for the quarter ended June 30, 2025, as compared to the corresponding period in 2024:

Hamid R. Moghadam, co-founder and CEO of Prologis, commented: "Our teams performed exceptionally in our operations and deployment activity over the quarter. This success stems from strong execution, staying close to customers, and the long-term fundamentals of our business."

"Our leasing pipeline has reached historically high levels, and what we're hearing from customers, especially the larger ones, is clear: they're planning, engaging and increasingly ready to act," said Daniel S. Letter, president of Prologis. "These trends are evident in both our leasing and build-to-suit activity—and we're in a strong position to meet that demand."

OPERATING PERFORMANCE

Owned & Managed

2Q25

Average Occupancy

94.9 %

Period End Occupancy

95.1 %

Leases Commenced (Operating and Development Portfolio)

51.2 MSF

Retention

74.9 %

Prologis Share

2Q25

Average Occupancy

94.8 %

Cash Same Store NOI*

4.9 %

Net Effective Rent Change

53.4 %

Cash Rent Change

34.8 %

DEPLOYMENT ACTIVITY

Prologis Share

2Q25

Acquisitions

$335M

Weighted avg stabilized cap rate (excluding other real estate)

5.7 %

Development Stabilizations

$192M

Estimated weighted avg yield

6.9 %

Estimated weighted avg margin

33.2 %

Estimated value creation

$64M

% Build-to-suit

5.3 %

Development Starts

$846M

Estimated weighted avg yield

6.3 %

Estimated weighted avg margin

21.4 %

Estimated value creation

$181M

% Build-to-suit

62.7 %

Total Dispositions and Contributions

$96M

Weighted avg stabilized cap rate (excluding land and other real estate)

4.5 %

BALANCE SHEET STRENGTH & LIQUIDITYDuring the quarter, the company:

As of quarter-end:

2025 GUIDANCE Prologis' guidance for net earnings is included in the table below as well as guidance for Core FFO*, which are reconciled in our supplemental information.

"The increase in our guidance reflects our confidence in the strength and resilience of our business," said Timothy D. Arndt, chief financial officer of Prologis. "Our teams are executing at a high level, and we're well-positioned for the remainder of the year."

2025 GUIDANCE

Earnings (per diluted share)

Revised

Net earnings attributable to common stockholders

$3.45 to $3.70

$3.00 to $3.15

Core FFO attributable to common stockholders/unitholders*

$5.65 to $5.81

$5.75 to $5.80

Core FFO attributable to common stockholders/unitholders, excluding Net Promote Income (Expense)*

$5.70 to $5.86

$5.80 to $5.85

Operations - Prologis Share

Average Occupancy

94.50% to 95.50%

94.75% to 95.25%

Cash Same Store NOI*

4.00% to 5.00%

4.25% to 4.75%

Net Effective Same Store NOI*

3.50% to 4.50%

3.75% to 4.25%

Strategic Capital (in millions)

Strategic Capital revenue, excluding promote revenue

$560 to $580

$570 to $590

Net Promote Income (Expense)1

$(50)

G&A (in millions)

Revised

General & administrative expenses

$450 to $470

Capital Deployment - Prologis Share (in millions)

Development stabilizations

$1,900 to $2,300

Development starts

$1,500 to $2,000

$2,250 to $2,750

Acquisitions

$750 to $1,250

$1,000 to $1,250

Contributions

$150 to $500

$500 to $1,000

Dispositions

$250 to $500

$500 to $750

Realized development gains

$100 to $250

$150 to $250

Net promote expense relates to amortization of stock compensation issued to employees related to promote income recognized in prior periods.

This is a non-GAAP financial measure. See the Notes and Definitions in our supplemental information for further explanation and a reconciliation to the most directly comparable GAAP measure.

The earnings guidance described above includes potential gains recognized from real estate transactions but excludes any future or potential foreign currency or derivative gains or losses as our guidance assumes constant foreign currency rates. In reconciling from net earnings to Core FFO*, Prologis makes certain adjustments, including but not limited to real estate depreciation and amortization expense, gains (losses) recognized from real estate transactions and early extinguishment of debt, impairment charges, deferred taxes and unrealized gains or losses on foreign currency or derivative activity. The difference between the company's Core FFO* and net earnings guidance relates predominantly to these items. Please refer to our quarterly Supplemental Information, which is available on our Investor Relations website at https://ir.prologis.com and on the SEC's website at www.sec.gov for a definition of Core FFO* and other non-GAAP measures used by Prologis, along with reconciliations of these items to the closest GAAP measure for our results and guidance.

July 16, 2025, CALL DETAILS The call will take place on Wednesday, July 16, 2025, at 9:00 a.m. PT/12:00 p.m. ET. To access a live broadcast of the call, please dial +1 (877) 897-2615 (toll-free from the United States and Canada) or +1 (201) 689-8514 (from all other countries). A live webcast can be accessed from the Investor Relations section of www.prologis.com.

A telephonic replay will be available July 16 – July 30 at +1 (877) 660-6853 (from the United States and Canada) or +1 (201) 612-7415 (from all other countries) using access code 13750493. The webcast replay will be posted in the Investor Relations section of www.prologis.com under "Events & Presentations."

ABOUT PROLOGISThe world runs on logistics. At Prologis, we don't just lead the industry, we define it. We create the intelligent infrastructure that powers global commerce, seamlessly connecting the digital and physical worlds. From agile supply chains to clean energy solutions, our ecosystems help your business move faster, operate smarter and grow sustainably. With unmatched scale, innovation and expertise, Prologis is a category of one–not just shaping the future of logistics but building what comes next. Learn more at Prologis.com.

FORWARD-LOOKING STATEMENTSThe statements in this document that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which 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 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 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 in reports filed with the Securities and Exchange Commission by us under the heading "Risk Factors." We undertake no duty to update any forward-looking statements appearing in this document except as may be required by law.

dollars in millions, except per share/unit data

Three Months Ended June 30,

Six Months Ended June 30,

2025

2024

2025

2024

Rental and other revenues

$ 2,037

$ 1,853

$ 4,036

$ 3,682

Strategic capital revenues

147

155

288

283

Total revenues

2,184

2,008

4,324

3,965

Net earnings attributable to common stockholders

570

860

1,161

1,444

Core FFO attributable to common stockholders/unitholders*

1,396

1,281

2,752

2,504

AFFO attributable to common stockholders/unitholders*

1,036

1,072

2,120

2,104

Adjusted EBITDA attributable to common stockholders/unitholders*

1,789

1,719

3,561

3,317

Estimated value creation from development stabilizations - Prologis Share

296

304

346

Common stock dividends and common limited partnership unit distributions

966

917

1,931

1,833

Per common share - diluted:

Net earnings attributable to common stockholders

$ 0.61

$ 0.92

$ 1.25

$ 1.55

Core FFO attributable to common stockholders/unitholders*

1.46

1.34

2.88

2.63

Core FFO attributable to common stockholders/unitholders, excluding Net PromoteIncome (Expense)*

1.47

1.36

2.91

2.66

Business line reporting:

Real estate*

1.40

1.29

2.76

2.54

Strategic capital*

0.06

0.05

0.12

0.09

Core FFO attributable to common stockholders/unitholders*

1.46

1.34

2.88

2.63

Realized development gains, net of taxes*

0.01

0.09

0.04

0.13

Dividends and distributions per common share/unit

1.01

0.96

2.02

1.92

*This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation.

in thousands

June 30, 2025

March 31, 2025

December 31, 2024

Assets:

Investments in real estate properties:

Operating properties

$ 80,115,830

$ 79,492,052

$ 78,279,353

Development portfolio

2,891,025

2,596,069

2,829,613

Land

4,826,727

4,660,431

4,453,522

Other real estate investments

6,498,929

5,992,839

5,683,688

94,332,511

92,741,391

91,246,176

Less accumulated depreciation

13,827,462

13,290,678

12,758,159

Net investments in real estate properties

80,505,049

79,450,713

78,488,017

Investments in and advances to unconsolidated entities

10,618,184

10,287,314

10,079,448

Assets held for sale or contribution

253,331

545,542

248,511

Net investments in real estate

91,376,564

90,283,569

88,815,976

Cash and cash equivalents

1,066,081

671,117

1,318,591

Other assets

5,274,405

5,038,705

5,194,342

Total assets

$ 97,717,050

$ 95,993,391

$ 95,328,909

Liabilities and Equity:

Liabilities:

Debt

$ 34,666,551

$ 32,262,055

$ 30,879,263

Accounts payable, accrued expenses and other liabilities

5,743,685

5,655,898

5,832,876

Total liabilities

40,410,236

37,917,953

36,712,139

Equity:

Stockholders' equity

52,728,574

53,467,210

53,951,138

Noncontrolling interests

3,311,886

3,320,473

3,323,047

Noncontrolling interests - limited partnership unitholders

1,266,354

1,287,755

1,342,585

Total equity

57,306,814

58,075,438

58,616,770

Total liabilities and equity

$ 97,717,050

$ 95,993,391

$ 95,328,909

Three Months Ended

Six Months Ended

June 30,

in thousands, except per share amounts

2025

2024

2025

2024

Revenues:

Rental

$ 2,025,332

$ 1,852,376

$ 4,012,597

$ 3,680,034

Strategic capital

147,162

154,742

288,301

283,154

Development management and other

11,375

836

22,636

1,387

Total revenues

2,183,869

2,007,954

4,323,534

3,964,575

Expenses:

Rental

487,963

445,235

976,280

899,492

Strategic capital

64,917

70,536

125,694

149,347

General and administrative

106,871

106,596

221,572

217,887

Depreciation and amortization

657,221

637,305

1,309,279

1,274,810

Other

11,706

11,444

21,355

23,688

Total expenses

1,328,678

1,271,116

2,654,180

2,565,224

Operating income before gains on real estate transactions, net

$ 855,191

$ 736,838

$ 1,669,354

$ 1,399,351

Gains on dispositions of development properties and land, net

10,477

87,174

37,928

127,482

Gains on other dispositions of investments in real estate, net

47,044

199,326

83,843

216,860

Operating income

$ 912,712

$ 1,023,338

$ 1,791,125

$ 1,743,693

Other income (expense):

Earnings from unconsolidated entities, net

107,692

102,337

175,591

174,809

Interest expense

(251,866)

(208,267)

(483,617)

(401,587)

Foreign currency, derivative and other gains (losses) and other income (expense), net

(122,829)

37,152

(154,487)

100,716

Gains (losses) on early extinguishment of debt, net

536

Total other income (expense)

(267,003)

(68,778)

(462,513)

(125,526)

Earnings before income taxes

645,709

954,560

1,328,612

1,618,167

Current income tax benefit (expense)

(27,723)

(32,888)

(64,424)

(65,354)

Deferred income tax benefit (expense)

4,318

(10,171)

(2,364)

(10,505)

Consolidated net earnings

622,304

911,501

1,261,824

1,542,308

Net earnings attributable to noncontrolling interests

(37,139)

(28,802)

(68,715)

(59,110)

Net earnings attributable to noncontrolling interests - limited partnership units

(13,936)

(21,351)

(28,927)

(36,135)

Net earnings attributable to controlling interests

571,229

861,348

1,164,182

1,447,063

Preferred stock dividends

(1,505)

(1,503)

(2,957)

(2,955)

Net earnings attributable to common stockholders

$ 569,724

$ 859,845

$ 1,161,225

$ 1,444,108

Weighted average common shares outstanding - Diluted

955,882

953,200

955,601

953,439

Net earnings per share attributable to common stockholders - Diluted

$ 0.61

$ 0.92

$ 1.25

$ 1.55

Three Months Ended

Six Months Ended

June 30,

in thousands

2025

2024

2025

2024

Net earnings attributable to common stockholders

$ 569,724

$ 859,845

$ 1,161,225

$ 1,444,108

Add (deduct) NAREIT defined adjustments:

Real estate related depreciation and amortization

638,199

617,822

1,270,885

1,239,984

Gains on other dispositions of investments in real estate, net of taxes (excluding development properties and land)

(46,964)

(198,857)

(82,771)

(216,391)

Adjustments related to noncontrolling interests

(17,339)

(9,808)

(35,746)

(25,904)

Our proportionate share of adjustments related to unconsolidated entities

133,734

101,905

284,358

221,436

NAREIT defined FFO attributable to common stockholders/unitholders*

$ 1,277,354

$ 1,370,907

$ 2,597,951

$ 2,663,233

Add (deduct) our modified adjustments:

Unrealized foreign currency, derivative and other losses (gains), net

137,817

(3,035)

192,715

(38,108)

Deferred income tax expense (benefit)

(4,318)

10,171

2,364

10,505

Our proportionate share of adjustments related to unconsolidated entities

(3,136)

(4,520)

(1,765)

(4,211)

FFO, as modified by Prologis attributable to common stockholders/unitholders*

$ 1,407,717

$ 1,373,523

$ 2,791,265

$ 2,631,419

Add (deduct) Core FFO defined adjustments:

Gains on dispositions of development properties and land, net

(10,477)

(87,174)

(37,928)

(127,482)

Current income tax expense (benefit) on dispositions

659

(493)

803

4,836

Losses (gains) on early extinguishment of debt, net

(536)

Adjustments related to noncontrolling interests

2,748

2,821

Our proportionate share of adjustments related to unconsolidated entities

(4,665)

(4,647)

(4,948)

(4,649)

Core FFO attributable to common stockholders/unitholders*

$ 1,395,982

$ 1,281,287

$ 2,752,013

$ 2,503,666

Add (deduct) AFFO defined adjustments:

Gains on dispositions of development properties and land, net

10,477

87,174

37,928

127,482

Current income tax benefit (expense) on dispositions

(659)

493

(803)

(4,836)

Straight-lined rents and amortization of lease intangibles

(187,801)

(144,349)

(368,162)

(303,309)

Property improvements

(68,772)

(96,112)

(103,139)

(126,312)

Turnover costs

(152,242)

(111,400)

(275,365)

(215,706)

Amortization of debt discount, financing costs and management contracts, net

22,209

20,362

43,321

38,700

Stock compensation amortization expense

43,984

54,545

97,145

121,782

Adjustments related to noncontrolling interests

18,594

11,652

32,576

20,683

Our proportionate share of adjustments related to unconsolidated entities

(45,863)

(31,547)

(95,682)

(57,688)

AFFO attributable to common stockholders/unitholders*

$ 1,035,909

$ 1,072,105

$ 2,119,832

$ 2,104,462

*This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation.

Three Months Ended

Six Months Ended

June 30,

in thousands

2025

2024

2025

2024

Net earnings attributable to common stockholders

$ 569,724

$ 859,845

$ 1,161,225

$ 1,444,108

Gains on other dispositions of investments in real estate, net (excluding development propertiesand land)

(47,044)

(199,326)

(83,843)

(216,860)

Depreciation and amortization expense

657,221

637,305

1,309,279

1,274,810

Interest charges

235,858

193,413

451,508

377,425

Current and deferred income tax expense, net

23,405

43,059

66,788

75,859

Net earnings attributable to noncontrolling interests - limited partnership units

13,936

21,351

28,927

36,135

Pro forma adjustments

2,481

5,817

10,310

7,541

Preferred stock dividends

1,505

1,503

2,957

2,955

Unrealized foreign currency, derivative and other losses (gains), net

137,817

(3,035)

192,715

(38,108)

Stock compensation amortization expense

43,984

54,545

97,145

121,782

Losses (gains) on early extinguishment of debt, net

(536)

Adjustments related to noncontrolling interests

(31,819)

(31,496)

(65,669)

(62,847)

Our proportionate share of adjustments related to unconsolidated entities

182,264

135,926

389,426

294,802

Adjusted EBITDA attributable to common stockholders/unitholders*

$ 1,789,332

$ 1,718,907

$ 3,560,768

$ 3,317,066

*This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation.

Adjusted EBITDA. We use Adjusted EBITDA attributable to common stockholders/unitholders ("Adjusted EBITDA"), a non-GAAP financial measure, as a measure of our operating performance. The most directly comparable GAAP measure to Adjusted EBITDA is net earnings.

We calculate Adjusted EBITDA by beginning with consolidated net earnings attributable to common stockholders and removing the effect of: interest charges, income taxes, depreciation and amortization, impairment charges, gains or losses from the disposition of investments in real estate (excluding development properties and land), gains from the revaluation of equity investments upon acquisition of a controlling interest, gains or losses on early extinguishment of debt and derivative contracts (including cash charges), similar adjustments we make to our FFO measures (see definition below), and other items, such as, amortization of stock based compensation and unrealized gains or losses on foreign currency and derivatives. We also include a pro forma adjustment to reflect a full period of NOI on the operating properties we acquire or stabilize during the quarter and to remove NOI on properties we dispose of during the quarter, assuming all transactions occurred at the beginning of the quarter. For properties we contribute, we make an adjustment to reflect NOI at the new ownership percentage for the full quarter.

We believe Adjusted EBITDA provides investors relevant and useful information because it permits investors to view our operating performance, analyze our ability to meet interest payment obligations and make quarterly preferred stock dividends on an unleveraged basis before the effects of income tax, depreciation and amortization expense, gains and losses on the disposition of non-development properties and other items (outlined above), that affect comparability. While all items are not infrequent or unusual in nature, these items may result from market fluctuations that can have inconsistent effects on our results of operations. The economics underlying these items reflect market and financing conditions in the short-term but can obscure our performance and the value of our long-term investment decisions and strategies.

We calculate our Adjusted EBITDA, based on our proportionate ownership share of both our unconsolidated and consolidated ventures. We reflect our share of our Adjusted EBITDA measures for unconsolidated ventures 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 Adjusted EBITDA measures to remove the noncontrolling interests share of the applicable adjusting items based on our average ownership percentage for the applicable periods.

While we believe Adjusted EBITDA is an important measure, it should not be used alone because it excludes significant components of net earnings, such as our historical cash expenditures or future cash requirements for working capital, capital expenditures, distribution requirements, contractual commitments or interest and principal payments on our outstanding debt and is therefore limited as an analytical tool.

Our computation of Adjusted EBITDA may not be comparable to EBITDA reported by other companies in both the real estate industry and other industries. We compensate for the limitations of Adjusted EBITDA by providing investors with financial statements prepared according to GAAP, along with this detailed discussion of Adjusted EBITDA and a reconciliation to Adjusted EBITDA from consolidated net earnings attributable to common stockholders.

Business Line Reporting is a non-GAAP financial measure. Core FFO and development gains are generated by our three lines of business: (i) real estate operations; (ii) strategic capital; and (iii) development. The real estate operations line of business represents total Prologis Core FFO, less the amount allocated to the strategic capital line of business. The amount of Core FFO allocated to the strategic capital line of business represents the third-party share of asset management fees and transactional fees that we earn from our consolidated and unconsolidated co-investment ventures less costs directly associated with our strategic capital group and Net Promote Income (Expense). Realized development gains include our share of gains on dispositions of development properties and land, net of taxes. To calculate the per share amount, the amount generated by each line of business is divided by the weighted average diluted common shares outstanding used in our Core FFO per share calculation. Management believes evaluating our results by line of business is a useful supplemental measure of our operating performance because it helps the investing public compare the operating performance of Prologis' respective businesses to other companies' comparable businesses. Prologis' computation of FFO by line of business may not be comparable to that reported by other real estate companies as they may use different methodologies in computing such measures.

Calculation of Per Share Amounts

Three Months Ended

Six Months Ended

Jun. 30,

in thousands, except per share amount

2025

2024

2025

2024

Net earnings

Net earnings attributable to common stockholders

$ 569,724

$ 859,845

$ 1,161,225

$ 1,444,108

Noncontrolling interest attributable to exchangeable limited partnership units

13,936

21,551

28,927

36,516

Adjusted net earnings attributable to common stockholders - Diluted

$ 583,660

$ 881,396

$ 1,190,152

$ 1,480,624

Weighted average common shares outstanding - Basic

928,476

926,276

927,909

925,812

Incremental weighted average effect on exchange of

limited partnership units

22,731

23,224

23,115

23,465

Incremental weighted average effect of equity awards

4,675

3,700

4,577

4,162

Weighted average common shares outstanding - Diluted

955,882

953,200

955,601

953,439

Net earnings per share - Basic

$ 0.61

$ 0.93

$ 1.25

$ 1.56

Net earnings per share - Diluted

$ 0.61

$ 0.92

$ 1.25

$ 1.55

Three Months Ended

Six Months Ended

Jun. 30,

in thousands, except per share amount

2025

2024

2025

2024

Core FFO

Core FFO attributable to common stockholders/unitholders

$ 1,395,982

$ 1,281,287

$ 2,752,013

$ 2,503,666

Noncontrolling interest attributable to exchangeable limited partnership units

258

289

552

564

Core FFO attributable to common stockholders /unitholders - Diluted

$ 1,396,240

$ 1,281,576

$ 2,752,565

$ 2,504,230

Net Promote Income (Expense)

(13,437)

(11,315)

(24,330)

(34,056)

Core FFO attributable to common stockholders /unitholders, excluding Net Promote Income(Expense) - Diluted

$ 1,409,677

$ 1,292,891

$ 2,776,895

$ 2,538,286

Weighted average common shares outstanding - Basic

928,476

926,276

927,909

925,812

Incremental weighted average effect on exchange of

limited partnership units

22,990

23,224

23,383

23,465

Incremental weighted average effect of equity awards

4,675

3,700

4,577

4,162

Weighted average common shares outstanding - Diluted

956,141

953,200

955,869

953,439

Core FFO per share - Diluted

$ 1.46

$ 1.34

$ 2.88

$ 2.63

Core FFO per share, excluding Net Promote Income (Expense) - Diluted

$ 1.47

$ 1.36

$ 2.91

$ 2.66

Development Portfolio includes industrial and non-industrial properties, data centers, yards and parking lots that are under development and properties that are developed but have not met Stabilization. At June 30, 2025, total TEI for yards, parking lots, data centers and non-industrial assets was $1.2 billion and $1.1 billion on an Owned and Managed and Prologis Share basis, respectively. We do not disclose square footage for yards and parking lots.

Estimated Value Creation represents the value that we expect to create through our development and leasing activities. We calculate Estimated Value Creation by estimating the Stabilized NOI that the property will generate and applying a stabilized capitalization rate applicable to that property. Estimated Value Creation is calculated as the amount by which the value exceeds our TEI, including closing costs and taxes, if any, and does not include any fees or promotes we may earn.

Estimated Weighted Average Margin is calculated on development properties as Estimated Value Creation, less estimated closing costs and taxes, if any, on properties expected to be sold or contributed, divided by TEI.

Estimated Weighted Average Stabilized Yield is calculated on the properties in the Development Portfolio as Stabilized NOI divided by TEI. The yields on a Prologis Share basis were as follows:

Pre-Stabilized

Developments

2025 Expected Completion

2026 and Thereafter Expected Completion

Total Development Portfolio

U.S.

6.6 %

7.4 %

6.9 %

Other Americas

7.8 %

7.6 %

7.9 %

7.8 %

Europe

5.8 %

6.8 %

5.6 %

5.9 %

Asia

4.5 %

5.8 %

4.9 %

Total

6.4 %

7.2 %

6.2 %

6.5 %

FFO, as modified by Prologis attributable to common stockholders/unitholders ("FFO, as modified by Prologis"); Core FFO attributable to common stockholders/unitholders ("Core FFO"); AFFO attributable to common stockholders/unitholders ("AFFO"); (collectively referred to as "FFO"). FFO is a non-GAAP financial measure that is commonly used in the real estate industry, with net earnings as the most directly comparable GAAP measure.

The National Association of Real Estate Investment Trusts ("NAREIT") defines FFO as earnings computed under GAAP to exclude depreciation and gains and losses from sales net of any related tax, along with impairment charges, of previously depreciated properties. This measure excludes 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. This measure excludes similar adjustments from our unconsolidated entities and the third parties' share of our consolidated ventures.

Our FFO Measures

Our FFO measures begin with NARElT's definition, with certain adjustments to calculate FFO, as modified by Prologis, and Core FFO, both as defined below, to reflect our business and execution of our management strategy. While these adjustments are subject to significant fluctuations from period to period, with both positive and negative short-term impacts, the removal of the effects of these items enhances our understanding of the core operating performance of our properties over the long term.

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. We use both Core FFO and AFFO 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; and (v) evaluate how a specific potential investment will impact our future results.

We calculate our FFO measures 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 adjustments on an entity-by-entity basis. We reflect our share for consolidated ventures in which we do not own 100% of the equity by removing the noncontrolling interests share of the applicable adjustments based on our average ownership percentage for the applicable periods.

FFO, as modified by Prologis

To arrive at FFO, as modified by Prologis, we adjust the NAREIT defined FFO measure to exclude:

(I)

deferred income tax benefits and deferred income tax expenses recognized by our subsidiaries;

(II)

current income tax expense related to acquired tax liabilities that were recorded as deferred tax liabilities in an acquisition, to the extent the expense is offset with a deferred income tax benefit in earnings that is excluded from our defined FFO measure; and

(III)

foreign currency exchange gains and losses resulting from (a) debt transactions between us and our foreign entities; (b) third-party debt that is used to hedge our investment in foreign entities; (c) derivative financial instruments related to any such debt transactions; and (d) mark-to-market adjustments associated with derivative and other financial instruments.

Core FFO

To arrive at Core FFO, we adjust FFO, as modified by Prologis, to exclude the following:

(I)

gains or losses from the disposition of land and development properties that were developed with the intent to contribute or sell;

(II)

income tax expense related to the sale of investments in real estate;

(III)

impairment charges recognized related to our investments in real estate generally as a result of our change in intent to contribute or sell these properties; and

(IV)

gains or losses from the early extinguishment of debt and redemption and repurchase of preferred stock.

AFFO

To arrive at AFFO, we adjust Core FFO to include realized gains from the disposition of land and development properties, net of current tax expense, and recurring capital expenditures and exclude the following items that we recognize directly in Core FFO:

(I)

straight-line rents;

(II)

amortization of above- and below-market lease intangibles;

(III)

amortization of management contracts;

(IV)

amortization of debt premiums and discounts and financing costs, net of amounts capitalized, and;

(V)

stock compensation amortization expense.

Limitations on the use of our FFO measures

While we believe our modified FFO measures are important supplemental measures for our stockholders, potential investors and financial analysts to understand, we do not use NAREIT's nor our measures of FFO as 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. These measures 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.

Guidance. The following is a reconciliation of our annual guided Net Earnings per share to our guided Core FFO per share:

Low

High

Net earnings attributable to common stockholders (a)

3.00

3.15

Our share of:

Depreciation and amortization

3.07

3.10

Net gains on real estate transactions, net of taxes

(0.54)

(0.67)

Unrealized foreign currency losses (gains), losses (gains) on early extinguishment of debt and other, net

0.22

Core FFO attributable to common stockholders/unitholders

5.75

5.80

Less: Net Promote Expense (Income)

0.05

Core FFO attributable to common stockholders/unitholders, excluding Net Promote Income (Expense)

5.80

5.85

(a)

Earnings guidance includes potential future gains recognized from real estate transactions, but excludes future foreign currency or derivative gains or losses as these items are difficult to predict.

Market Capitalization equals Market Equity, less liquidation preference of the preferred shares/units, plus our share of total debt.

Net Promote Income (Expense) is promote revenue earned from third-party investors during the period, net of related cash and stock compensation expenses, and taxes and foreign currency derivative gains and losses, if applicable.

Operating Portfolio represents industrial properties in our Owned and Managed portfolio that have reached Stabilization. Assets held for sale, Non-Strategic Assets and non-industrial assets are excluded from the portfolio. Prologis Share of NOI excludes termination fees and adjustments and includes NOI for the properties contributed to or acquired from co-investment ventures at our actual share prior to and subsequent to change in ownership. The U.S. markets not presented consist of Austin, Charlotte, Columbus, Denver, Louisville, Portland, Raleigh-Durham, Reno, San Antonio, Savannah and Tampa. The European countries not presented consist of Belgium, Czech Republic, Hungary, Italy, Poland, Slovakia, Spain and Sweden.

Owned and Managed represents the consolidated properties as well as properties owned by our unconsolidated co-investment ventures, which we manage.

Prologis Share represents our proportionate economic ownership of each entity, or property included in our total Owned and Managed portfolio, whether consolidated or unconsolidated.

Rent Change (Cash) represents the percentage change in starting rental rates per the lease agreement, on new and renewed leases, commenced during the period compared with the previous ending rental rates in that same space. This measure excludes any short-term leases of less than one-year, holdover payments, free rent periods and introductory (teaser rates) defined as 50% or less of the stabilized rate.

Rent Change (Net Effective) 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 the previous net effective rental rates for the same respective spaces. This measure excludes any short-term leases of less than one year and holdover payments.

Retention is the square footage of all leases commenced during the period that are rented by existing tenants divided by the square footage of all expiring leases during the reporting period. The square footage of tenants that default or buy-out prior to expiration of their lease and short-term leases of less than one year, are not included in the calculation.

Same Store. Our same store metrics are non-GAAP financial measures, which are commonly used in the real estate industry and expected from the financial community, 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 because the population of properties in this analysis is consistent from period to period, which allows 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 June 30, 2025 as the properties in our Owned and Managed Operating Portfolio, including the property NOI for both consolidated properties and properties owned by the unconsolidated co-investment ventures at January 1, 2024 and owned throughout the same three-month period in both 2024 and 2025.

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 Owned and Managed 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, 2024) 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.

As non-GAAP financial measures, the same store metrics have certain limitations as an analytical tool 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:

Three Months Ended

Jun. 30,

dollars in thousands

2025

2024

Change (%)

Reconciliation of Consolidated Property NOI to Same Store Property NOI measures:

Rental revenues

$ 2,025,332

$ 1,852,376

Rental expenses

(487,963)

(445,235)

Consolidated Property NOI

$ 1,537,369

$ 1,407,141

Adjustments to derive same store results:

Property NOI from consolidated properties not included in same

store portfolio and other adjustments (a)

(217,719)

(117,439)

Property NOI from unconsolidated co-investment ventures included

in same store portfolio (a)(b)

893,689

832,222

Third parties' share of Property NOI from properties included in

same store portfolio (a)(b)

(705,623)

(683,251)

Prologis Share of Same Store Property NOI - Net Effective (b)

$ 1,507,716

$ 1,438,673

4.8 %

Consolidated properties straight-line rent and fair value lease

amortization included in the same store portfolio (c)

(127,131)

(120,839)

Unconsolidated co-investment ventures straight-line rent and fair

value lease amortization included in the same store portfolio (c)

(29,930)

(19,435)

Third parties' share of straight-line rent and fair value lease

amortization included in the same store portfolio (b)(c)

23,793

12,063

Prologis Share of Same Store Property NOI - Cash (b)(c)

$ 1,374,448

$ 1,310,462

4.9 %

(a)

We exclude properties held for sale to third parties, along with development properties that were not stabilized at the beginning of the period and properties acquired or disposed of to third parties during the period. We also exclude one-time items due to early lease terminations, including termination fees received from customers and the write-off of related lease assets and liabilities, that are not indicative of the property's recurring operating performance in order to evaluate the growth or decline in each property's rental revenues. Same Store Property NOI is adjusted to include an allocation of property management expenses for our consolidated properties based on the property management services provided to each property (generally, based on a percentage of revenues). On consolidation, these amounts are eliminated and the actual costs of providing property management and leasing services are recognized as part of our consolidated rental expense.

(b)

We include the Property NOI for the same store portfolio for both consolidated properties and properties owned by the co-investment ventures based on our investment in the underlying properties. In order to calculate our share of Same Store Property NOI from the co-investment ventures in which we own less than 100%, we use the co-investment ventures' underlying Property NOI for the same store portfolio and apply our ownership percentage at June 30, 2025 to the Property NOI for both periods, including the properties contributed during the period. We adjust the total Property NOI from the same store portfolio of the co-investment ventures by subtracting the third parties' share of both consolidated and unconsolidated co-investment ventures.

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.

(c)

We further remove certain noncash items (straight-line rent and fair value lease amortization) included in the financial statements prepared in accordance with U.S. GAAP to reflect a Same Store Property NOI – Cash measure.

We manage our business and compensate our executives based on the same store results of our Owned and Managed 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.

Stabilization is defined as the earlier of when a property that was developed has been completed for one year, is contributed to a co-investment venture following completion or is 90% occupied. Upon Stabilization, a property is moved into our Operating Portfolio.

Total Expected Investment ("TEI") represents total estimated cost of development or expansion, including land, development and leasing costs. TEI is based on current projections and is subject to change.

Weighted Average Interest Rate is based on the effective rate, which includes the amortization of related premiums and discounts and finance costs.

Weighted Average Stabilized Capitalization ("Cap") Rate is calculated as Stabilized NOI divided by the Acquisition Price.

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SOURCE Prologis, Inc.