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      ProLogis Reports Fourth Quarter/Year-end 2009 Results

      - Full-year FFO per Share in Line with Previous Guidance -

      - Property Market Fundamentals Showing Signs of Improvement -

      - Company Establishes 2010 Guidance -


      News provided by

      ProLogis

      Feb 11, 2010, 08:00 ET

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      DENVER, Feb. 11 /PRNewswire-FirstCall/ -- ProLogis (NYSE: PLD), a leading global provider of distribution facilities, today reported funds from operations as defined by ProLogis (FFO), excluding significant non-cash items, of $1.15 per diluted share in 2009, compared with $3.51 for 2008. (See Summary of Results table for details). These amounts reflect the add back of impairments on real estate properties, goodwill and other assets totaling $0.81 per diluted share in 2009 and $3.01 in 2008. ProLogis reported a net loss per diluted share of $0.01 for 2009, compared with a net loss of $1.82 for 2008.

      For the fourth quarter, FFO, excluding significant non-cash items, was $0.13 per diluted share in 2009, compared with $0.56 in 2008. These amounts reflect the add back of impairments on real estate properties, goodwill and other assets totaling $0.78 per diluted share in the fourth quarter of 2009 and $3.04 in 2008. For the fourth quarter of 2009, the company reported a net loss per diluted share of $0.86, compared with a net loss of $3.39 in the same period of 2008.

      Reconciliation to Previous Guidance

      In addition to the non-cash impairment charges referred to above, the company experienced various non-recurring charges in the fourth quarter and earlier in 2009, as detailed below. FFO, excluding significant non-cash items and non-recurring charges, was $1.41 per diluted share for the full year, in line with the company’s previous guidance of $1.39 to $1.43. For the fourth quarter, FFO, excluding significant non-cash items and non-recurring charges, was $0.23 per diluted share.

          
          
                                                         Three Months  Twelve Months
                                                             Ended        Ended
                                                          December 31,  December 31,
                                                              2009         2009
                                                              ----         ----
          
          FFO, excluding significant non-cash items           $0.13       $1.15
            Add (deduct) non-recurring charges:                       
              Indemnifications related to
               contributed or sold properties                  0.08        0.09
              Realized losses on foreign currency
               transactions                                       -        0.05
              Capital markets costs                            0.03        0.04
              ProLogis' share of losses on sale
               of fund assets                                     -        0.03
              Reduction in workforce                              -        0.03
              Other                                            0.01        0.04
              Adjustments to tax and
               compensation-related liabilities               (0.02)      (0.02)
                                                               ----        ----
                Add summarized non-recurring charges           0.10        0.26
                                                               ----        ----
                  FFO, excluding significant
                   non-cash items and non-recurring
                   charges                                    $0.23       $1.41
      

      Significant Accomplishments in 2009 Position Company for Future Opportunities

      “We began 2009 with an action plan and aggressive goals related to asset dispositions, debt reduction and development portfolio leasing,” said Walter C. Rakowich, chief executive officer. “Throughout the year, we made tough choices and remained highly focused on stabilizing the company. We are pleased to have accomplished our goals, putting the company on firm financial footing and positioning us to take advantage of opportunities as market conditions improve.”

      Among ProLogis’ specific goals for 2009 were to:  reduce debt by $2 billion, complete $1.5 to $1.7 billion of asset dispositions and contributions to property funds (exclusive of the sale of certain Asian operations) and achieve static development portfolio leasing of 60 to 70 percent. At year end 2009, the company had reduced debt by $2.7 billion, completed $1.53 billion of property dispositions and contributions and achieved static development portfolio leasing of 68.2 percent.

      Continued Signs of Stabilization and Improvement in Property Markets

      “While focusing on our action plan, we also worked diligently to maintain stable occupancies in our core portfolio,” Rakowich added. “The bottoming of market occupancies and rents that we began to see in mid-2009 held up in the fourth quarter, with some markets showing improvement. For the top 31 North American markets we track, overall net demand turned positive in the fourth quarter, and we saw similar pockets of positive take-up in Europe. And, although we expect net effective rental rates on turnovers to be negative throughout 2010, we believe improving occupancies and the continued lack of new supply will pave the way for improving rental rates in 2011.”

      ProLogis’ non-development portfolio was 92.4 percent leased at the end of the fourth quarter, down slightly compared with 92.7 percent leased at September 30. Same-store net operating income (SS NOI), as adjusted (excluding same-store assets associated with the company’s development portfolio), decreased 4.2 percent, a slight improvement over the third quarter SS NOI decline. Net effective rental rates on turnover of 23.6 million square feet, or 6.0 percent of the adjusted same-store pool, were down 11.7 percent for the quarter, representing an improvement over the third quarter decline.

      Build-to-Suit Development Demand Supports Reductions in Land Position

      “While new speculative development has remained virtually non-existent, during the fourth quarter we continued to see demand for build-to-suit development from customers whose supply chain optimization requirements could not be met with the available supply of space,” said Ted R. Antenucci, chief investment officer. ProLogis’ fourth quarter starts consisted of a 667,000-square-foot facility for a major home improvement retailer in Southern California and a 504,000-square-foot facility for a leading UK retailer in Scotland. Including joint venture partner capital contributions, total expected investment for all build-to-suit developments started in the second half of 2009 is $336 million.

      “Given the continued interest from customers in build-to-suits, we expect to start $700 to $800 million of new development in 2010, primarily in Europe and Asia. We also will continue to pursue land sales, which when combined with new development, will allow us to begin to monetize roughly $350 to $400 million of land in 2010,” Antenucci added.

      Strategic Repositioning of Asset Base

      “In 2009, we used the proceeds from nearly $2.9 billion of contributions and dispositions, including the sale of certain Asian operations, to reduce debt and fund our development portfolio,” said Rakowich. “Having stabilized our balance sheet, we are now looking to fund new development activity in a slightly different, leverage-neutral manner. Due to improving property values and growing institutional demand for quality properties, in 2010 we plan to generate $1.3 to $1.5 billion of proceeds from sales of existing assets and contributions to funds, primarily in the United States, and use the proceeds to fund the remaining costs associated with our existing development portfolio as well as 2010 development starts. This approach will allow us to retain more of our non-US development on our balance sheet, thereby improving the geographic diversification of our direct owned assets.”  

      Continued Financing Progress for ProLogis and Property Funds

      “We continued to focus on further extending and smoothing the debt maturities both on ProLogis’ balance sheet and in our property funds,” said William E. Sullivan, chief financial officer. “In the fourth quarter, we issued $600 million of 10-year, ProLogis senior notes and closed on a $108 million secured financing in Japan on our balance sheet.  Since the beginning of the fourth quarter, we closed on euro 886 million of financings in our European funds, effectively reducing 2010 maturities within those funds to approximately euro 327 million.  This is significant progress from the over euro 1.8 billion of 2010 fund debt maturities we were faced with at the beginning of 2009.”

      Guidance for 2010

      ProLogis established full-year 2010 FFO guidance, excluding significant non-cash items, of $0.74 to $0.78 per share, of which approximately $0.10 relates to expected gains on dispositions of development and land. Net earnings are expected to be between $0.25 and $0.29 per diluted share. A summary of the business drivers supporting ProLogis’ 2010 guidance is available at http://ir.prologis.com/2010BusinessDrivers.cfm.

      Copies of ProLogis’ fourth quarter 2009 supplemental information will be available from the company’s website at http://ir.prologis.com in the “Annual & Supplemental Reports” section before open of market on Thursday, February 11, 2010. The company will host a webcast/conference call on Thursday, February 11, 2010, at 10:00 a.m. Eastern Time.  The live webcast and the replay will be available on the company’s website at http://ir.prologis.com.  Additionally, a podcast of the company's conference call will be available on the company's website.

      About ProLogis

      ProLogis is a leading global provider of distribution facilities, with more than 475 million square feet of industrial space owned and managed (44 million square meters) in markets across North America, Europe and Asia. The company leases its industrial facilities to more than 4,400 customers, including manufacturers, retailers, transportation companies, third-party logistics providers and other enterprises with large-scale distribution needs. For additional information about the company, go to www.prologis.com.

      Follow ProLogis on Twitter: http://twitter.com/ProLogis

      The statements above that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which ProLogis operates, management’s beliefs and assumptions made by management, they involve uncertainties that could significantly impact ProLogis’ financial results.  Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature.  All statements that address operating performance, events or developments that we expect or anticipate will occur in the future – including statements relating to rent and occupancy growth, development activity and changes in sales or contribution volume of developed properties, general conditions in the geographic areas where we operate and the availability of capital in existing or new property funds – are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict.  Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, international, regional and local economic climates, (ii) changes in financial markets, interest rates and foreign currency exchange rates, (iii) increased or unanticipated competition for our properties, (iv) risks associated with acquisitions, (v) maintenance of real estate investment trust (“REIT”) status, (vi) availability of financing and capital, (vii) changes in demand for developed properties, and (viii) those additional factors discussed in reports filed with the Securities and Exchange Commission by ProLogis under the heading “Risk Factors.”  ProLogis undertakes no duty to update any forward-looking statements appearing in this press release.

          
          
          
                                          Overview                               
                                                                                 
          (in thousands, except per share amounts)                               
          Summary of Results     
                                                          
                                     Three Months Ended     Twelve Months Ended  
                                        December 31,           December 31,      
                                   ---------------------  ---------------------- 
                                      2009     2008 (1)       2009     2008 (1)  
                                   ---------  ----------  ----------  ---------- 
          Revenues (9)             $ 260,318  $1,468,335  $1,223,082  $5,565,983 
                                                                                 
          Net loss (a)             $(408,459) $ (901,232) $   (2,650) $ (479,226)
          Net loss per share -                                                   
           Diluted (a)             $   (0.86) $    (3.39) $    (0.01)     $(1.82)
                                                                                 
          FFO, including                                                         
           significant non-cash                                                  
           items (a)               $(305,761) $ (660,096) $  138,885  $  133,840 
            Add (deduct)                                                         
             significant non-cash                                                
             items:                                                              
              Impairment of real                                                 
               estate properties     207,668     274,705     331,592     274,705 
              Impairment of                                                      
               goodwill and other                                                
               assets                157,076     320,636     163,644     320,636 
              Impairment (net                                                    
               gain) related to                                                  
               disposed assets -                                                 
               China operations            -     198,236      (3,315)    198,236 
              Loss (gains) on                                                    
               early                                                             
               extinguishment of                                                 
               debt                      960     (90,719)   (172,258)    (90,719)
              Our share of the                                                   
               loss/impairment                                                   
               recorded by PEPR                                                  
               related to PEPF II          -     108,195           -     108,195 
              Our share of                                                       
               similar (gains)                                                   
               losses recognized                                                 
               by the property                                                   
               funds, net              2,882           -       9,240           - 
                                   ---------  ----------  ----------  ---------- 
                Total adjustments                                                
                 for significant                                                 
                 non-cash items      368,586     811,053     328,903     811,053 
                                   ---------  ----------  ----------  ---------- 
          FFO, excluding                                                         
           significant non-cash                                                  
           items (a)               $  62,825  $  150,957  $  467,788  $  944,893 
                                   =========  ==========  ==========  ========== 
                                                                                 
          FFO per share -                                                        
           Diluted, including                                                    
           significant non-cash                                                  
           items (a)               $   (0.65) $    (2.48) $     0.34  $     0.50 
            Add (deduct) -                                                       
             summarized                                                          
             significant non-cash                                                
             adjustments - per                                                   
             share                      0.78        3.04        0.81        3.01 
                                   ---------  ----------  ----------  ---------- 
          FFO per share -                                                        
           Diluted, excluding                                                    
           significant non-cash                                                  
           items (a)               $    0.13  $     0.56  $     1.15  $     3.51 
                                   =========  ==========  ==========  ========== 
                                                                                 
          (a) These amounts are attributable to common shares.    
          
          Footnotes follow Financial Statements 
          
          
          
                               Consolidated Balance Sheets                     
                                                                               
          (in thousands, except per share data)                                
                                                                               
                                                     December 31,  December 31, 
                                                         2009        2008 (1)   
                                                     -----------   ------------ 
          Assets:                                                              
            Investments in real estate                                         
             assets (1):                                                       
              Industrial properties:                                           
                Core                                 $ 7,436,539   $ 7,924,507 
                Completed development                  4,108,962     3,031,449 
                Properties under development             191,127     1,181,344 
              Land held for development                2,569,343     2,482,582 
              Retail and mixed use properties            291,038       358,992 
              Land subject to ground leases and                                
               other                                     385,222       425,001 
              Other investments                          233,665       321,397 
                                                     -----------   ----------- 
                                                      15,215,896    15,725,272 
              Less accumulated depreciation            1,671,100     1,583,299 
                                                     -----------   ----------- 
                  Net investments in real estate                               
                   assets                             13,544,796    14,141,973 
                                                                               
            Investments in and                                                 
             advances to                                                       
             unconsolidated investees:                                         
              Property funds (2)                       1,876,650     1,957,977 
              Other unconsolidated investees             275,073       312,016 
                                                     -----------   ----------- 
                  Total investments in and                                     
                   advances to unconsolidated                                  
                   investees                           2,151,723     2,269,993 
                                                                               
            Cash and cash equivalents                     34,362       174,636 
            Accounts and notes                                                 
             receivable                                  136,754       244,778 
            Other assets (1)                           1,017,780     1,126,993 
            Discontinued operations -                                          
             assets held for sale (2)                          -     1,310,754 
                                                     -----------   ----------- 
                  Total assets                       $16,885,415   $19,269,127 
                                                     ===========   =========== 
                                                                               
          Liabilities and Equity:                                              
            Liabilities:                                                       
              Debt (1)(2)(3)(4)(5)                   $ 7,977,778   $10,711,368 
              Accounts payable and accrued expenses      455,919       658,868 
              Other liabilities                          444,432       751,238 
              Discontinued operations - assets                                 
               held for sale (2)                               -       389,884 
                                                     -----------   ----------- 
                  Total liabilities                    8,878,129    12,511,358 
                                                     -----------   ----------- 
                                                                               
            Equity (6):                                                        
              ProLogis shareholders' equity:                                   
                Series C preferred shares at stated                            
                 liquidation preference of $50 per                             
                 share                                   100,000       100,000 
                Series F preferred shares at stated                            
                 liquidation preference of $25 per                             
                 share                                   125,000       125,000 
                Series G preferred shares at stated                            
                 liquidation preference of $25 per                             
                 share                                   125,000       125,000 
                Common shares at $.01 par value                                
                 per share                                 4,742         2,670 
                Additional paid-in capital (1)         8,524,867     7,070,108 
                Accumulated other comprehensive                                
                 income (loss)                            42,298       (29,374)
                Distributions in excess of net                                 
                 earnings (1)                           (934,583)     (655,513)
                                                     -----------   ----------- 
                  Total ProLogis shareholders'                                 
                   equity                              7,987,324     6,737,891 
              Noncontrolling interests (7)                19,962        19,878 
                                                     -----------   ----------- 
                  Total equity                         8,007,286     6,757,769 
                                                     -----------   ----------- 
                  Total liabilities and equity       $16,885,415   $19,269,127 
                                                     ===========   =========== 
                                                                               
          Footnotes follow Financial Statements 
          
          
          
                            Consolidated Statements of Operations                  
                                                                                   
          (in thousands, except per share amounts)                                 
                                                                                   
                                        Three Months Ended    Twelve Months Ended 
                                           December 31,          December 31,     
                                        --------------------  -------------------- 
                                           2009     2008 (1)     2009     2008 (1) 
                                        ---------  ---------  ---------  --------- 
          Revenues:                                                                
            Rental income (8)           $ 227,362  $ 215,196  $ 891,095  $ 913,650 
            Property management and                                                
             other                                                                 
             fees and incentives (2)       31,563     33,815    142,763    131,011 
            CDFS disposition
             proceeds (9):                                                         
              Developed and                                                        
               repositioned                                                        
               properties (2)                   -  1,192,935    180,237  4,206,446 
              Acquired property                                                    
               portfolios                       -     18,781          -    289,019 
            Development management and                                             
             other income                   1,393      7,608      8,987     25,857 
                                        ---------  ---------  ---------  --------- 
               Total revenues             260,318  1,468,335  1,223,082  5,565,983 
                                        ---------  ---------  ---------  --------- 
                                                                                   
          Expenses:                                                                
            Rental expenses (10)           65,595     60,324    269,956    277,320 
            Investment management                                                  
             expenses (10)                 11,835     12,344     43,416     50,761 
            Cost of CDFS
             dispositions (1)(9):                                                  
              Developed and                                                        
               repositioned                                                        
               properties                       -  1,086,150          -  3,551,700 
              Acquired property                                                    
               portfolios                       -     18,781          -    289,019 
            General and administrative                                             
             (4)(10)(11)                   52,161     36,987    180,486    177,350 
            Reduction in workforce (11)         -     23,131     11,745     23,131 
            Impairment of real estate                                              
             properties (12)              207,668    274,705    331,592    274,705 
            Depreciation and                                                       
             amortization                  84,153     97,435    315,807    317,315 
            Other expenses                  4,617     17,446     24,025     28,104 
                                        ---------  ---------  ---------  --------- 
              Total expenses              426,029  1,627,303  1,177,027  4,989,405 
                                        ---------  ---------  ---------  --------- 
                                                                                   
          Operating income (loss)        (165,711)  (158,968)    46,055    576,578 
                                                                                   
          Other income (expense):                                                  
            Earnings (loss) from                                                   
             unconsolidated property                                               
             funds, net (13)               (6,227)  (105,024)    24,908    (69,116)
            Earnings from other                                                    
             unconsolidated
             investees, net                   301        914      3,151     13,342 
            Interest expense (1)(14)     (107,486)  (100,314)  (373,305)  (385,065)
            Impairment of goodwill and                                             
             other assets (12)           (157,076)  (320,636)  (163,644)  (320,636)
            Other income (expense), net   (33,503)     2,526    (39,349)    16,522 
            Net gains on dispositions                                              
             of real estate
             properties (9)                12,843      5,853     35,262     11,668 
            Foreign currency exchange                                              
             gains (losses), net (15)         728   (115,303)    35,626   (148,281)
            Gains (loss) on early                                                  
             extinguishment of debt (3)      (960)    90,719    172,258     90,719 
                                        ---------  ---------  ---------  --------- 
              Total other income                                                   
               (expense)                 (291,380)  (541,265)  (305,093)  (790,847)
                                        ---------  ---------  ---------  --------- 
                                                                                   
          Loss before income                                                       
           taxes                         (457,091)  (700,233)  (259,038)  (214,269)
            Current income tax expense                                             
             (benefit) (2)                   (878)    15,726     29,262     63,441 
            Deferred income tax expense                                            
             (benefit)                     (2,600)   (14,834)   (23,287)     4,570 
                                        ---------  ---------  ---------  --------- 
              Total income taxes           (3,478)       892      5,975     68,011 
                                        ---------  ---------  ---------  --------- 
          Loss from continuing                                                     
           operations                    (453,613)  (701,125)  (265,013)  (282,280)
          Discontinued
           operations (16):                                                        
            Income (loss) attributable                                             
             to disposed properties         1,490     (4,455)    24,163     11,049 
            Net gain (impairment)                                                  
             related to disposed
             assets - China                                            
             operations (2)                     -   (198,236)     3,315   (198,236)
            Net gains on dispositions:                                             
              Non-development                                                      
               properties                  21,024      1,557    220,815      9,718 
              Development properties                                               
               and land subject to                                                 
               ground leases (2)           29,146      7,551     40,649      9,783 
                                        ---------  ---------  ---------  --------- 
                  Total discontinued                                              
                   operations              51,660   (193,583)   288,942   (167,686)
                                        ---------  ---------  ---------  --------- 
          Consolidated net                                                         
           earnings (loss)               (401,953)  (894,708)    23,929   (449,966)
          Net earnings                                                             
           attributable to                                                         
           noncontrolling                                                          
           interests (7)                     (190)      (172)    (1,156)    (3,837)
                                        ---------  ---------  ---------  --------- 
          Net earnings (loss)                                                      
           attributable to                                                         
           controlling interests (1)     (402,143)  (894,880)    22,773   (453,803)
          Less preferred share                                                     
           dividends                        6,316      6,352     25,423     25,423 
                                        ---------  ---------  ---------  --------- 
          Net loss                                                                 
           attributable to                                                         
           common shares                $(408,459) $(901,232) $  (2,650) $(479,226)
                                        =========  =========  =========  ========= 
                                                                                   
          Weighted average                                                         
           common shares                                                           
           outstanding -Basic (6)         473,561    265,898    403,149    262,729 
          Weighted average common                                                  
           shares outstanding -                                                    
           Diluted (6)                    473,561    265,898    403,149    262,729 
                                                                                   
          Net earnings (loss) per share 
           attributable to common                                                  
           shares - Basic:                                                         
            Continuing operations       $   (0.97) $   (2.66) $   (0.73) $   (1.18)
            Discontinued operations          0.11      (0.73)      0.72      (0.64)
                                        ---------  ---------  ---------  --------- 
              Net earnings (loss) per
               share attributable to
               common shares - Basic    $   (0.86) $   (3.39) $   (0.01) $   (1.82)
                                        =========  =========  =========  ========= 
                                                                                   
          Net earnings (loss) per share 
           attributable to common                                                  
           shares -Diluted:                                                        
            Continuing operations       $   (0.97) $   (2.66) $   (0.73) $   (1.18)
            Discontinued operations          0.11      (0.73)      0.72      (0.64)
                                        ---------  ---------  ---------  --------- 
              Net earnings (loss) per
               share attributable to
               common shares -Diluted   $   (0.86) $   (3.39) $   (0.01) $   (1.82)
                                        =========  =========  =========  ========= 
                                                                                   
          Footnotes follow Financial Statements 
          
          
          
                  Consolidated Statements of Funds From Operations (FFO)       
                                                                               
          (in thousands, except per share amounts)                             
                                                                               
                                     Three Months Ended     Twelve Months Ended  
                                        December 31,            December 31,     
                                   ---------------------   --------------------- 
                                      2009      2008 (1)     2009     2008 (1)  
                                   ---------   ---------   ---------  ---------- 
          Revenues:                                                             
            Rental income          $ 229,906   $ 249,778   $ 941,587  $1,035,335 
            Property management                                                 
             and other fees and                                                 
             incentives (2)           31,563      34,466     142,856     132,038 
            CDFS disposition                                                     
             proceeds (9):                                                      
              Developed and                                                     
               repositioned                                                     
               properties (2)              -   1,239,378     180,237   4,271,786 
              Acquired property                                                 
               portfolios                  -      18,781           -     372,667 
            Development                                                         
             management and other                                               
             income                    1,393       7,822       8,987      26,344 
                                   ---------   ---------   ---------  ---------- 
              Total revenues         262,862   1,550,225   1,273,667   5,838,170 
                                   ---------   ---------   ---------  ---------- 
                                                                                
          Expenses:                                                              
            Rental expenses (10)      66,162      73,746     284,390     319,378 
            Investment management                                                
             expenses (10)            11,835      12,344      43,416      50,761 
            Cost of CDFS                                                        
             dispositions (1)(9):                                               
              Developed and                                                     
               repositioned                                                     
               properties                  -   1,126,198           -   3,610,123 
              Acquired property                                                  
               portfolios                  -      18,781           -     372,667 
            General and                                                         
             administrative                                                     
             (10)(11)                 52,161      45,896     181,791     199,074 
            Reduction in                                                        
             workforce (11)                -      26,431      11,745      26,431 
            Impairment of real                                                  
             estate
             properties (12)         207,668     274,705     331,592     274,705 
            Depreciation of                                                     
             corporate assets          3,828       4,177      15,897      16,332 
            Other expenses             4,617      21,400      24,031      33,192 
                                   ---------   ---------   ---------  ---------- 
              Total expenses         346,271   1,603,678     892,862   4,902,663 
                                   ---------   ---------   ---------  ---------- 
                                                                                
          Operating FFO              (83,409)    (53,453)    380,805     935,507 
                                                                                
          Other income (expense):                                               
            FFO from                                                             
             unconsolidated                                                     
             property funds (13)      41,679     (62,039)    157,197      66,415 
            FFO from other                                                      
             unconsolidated                                                     
             investees                 1,952         858      10,878       6,162 
            Interest expense (1)    (107,486)   (100,398)   (373,135)   (384,526)
            Net gain (impairment)                                               
             related to assets                                                  
             held for                                                           
             sale - China                                                       
             operations (2)                -    (198,236)      3,315    (198,236)
            Impairment of                                                      
             goodwill and other                                                
             assets (12)            (157,076)   (320,636)   (163,644)   (320,636)
            Other income                                                       
             (expense), net          (33,503)      3,724     (39,277)     20,806 
            Net gains on                                                       
             dispositions of real                                              
             estate                                                            
             properties (9)           35,515           -      65,587           - 
            Foreign currency                                                   
             exchange gains                                                    
             (losses), net              (503)        723     (22,571)     (7,009)
            Gains (loss) on early                                              
             extinguishment of                                                 
             debt (3)                   (960)     90,719     172,258      90,719 
            Current income tax                                                 
             benefit
             (expense) (2)(17)         4,536     (16,727)    (25,805)    (56,170)
                                   ---------   ---------   ---------  ---------- 
              Total other income                                               
               (expense)            (215,846)   (602,012)   (215,197)   (782,475)
                                   ---------   ---------   ---------  ---------- 
                                                                               
          FFO                       (299,255)   (655,465)    165,608     153,032 
                                                                               
          Less preferred share                                                 
           dividends                   6,316       6,352      25,423      25,423 
          Less net earnings                                                    
           (loss) attributable to                                              
           noncontrolling                                                      
           interests (7)                 190      (1,721)      1,300      (6,231)
                                   ---------   ---------   ---------  ---------- 
          FFO attributable to                                                  
           common shares,                                                      
           including                                                           
           significant non-cash                                                
           items                   $(305,761)  $(660,096)  $ 138,885  $  133,840 
                                                                               
          Adjustments for                                                      
           significant non-cash                                                
           items                     368,586     811,053     328,903     811,053 
                                   ---------   ---------   ---------  ---------- 
          FFO attributable to                                                  
           common shares,                                                      
           excluding                                                           
           significant non-cash                                                
           items                   $  62,825   $ 150,957   $ 467,788  $  944,893 
                                   =========   =========   =========  ========== 
                                                                               
          Weighted average common                                              
           shares outstanding -                                                
           Basic (6)                 473,561     265,898     403,149     262,729 
                                                                               
          FFO per share                                                        
           attributable to common                                              
           shares, including                                                   
           significant non-cash                                                
           items:                                                              
            Basic                  $   (0.65)  $   (2.48)  $    0.34  $     0.51 
                                   =========   =========   =========  ========== 
            Diluted                $   (0.65)  $   (2.48)  $    0.34  $     0.50 
                                   =========   =========   =========  ========== 
                                                                               
          FFO per share                                                        
           attributable to common                                              
           shares, excluding                                                   
           significant non-cash                                                
           items:                                                              
            Basic                  $    0.13   $    0.57   $    1.16  $     3.60 
                                   =========   =========   =========  ========== 
            Diluted                $    0.13   $    0.56   $    1.15  $     3.51 
                                   =========   =========   =========  ========== 
                                                                               
                                                                               
          Footnotes follow Financial Statements 
          
          
          
                         Reconciliations of Net Loss to FFO and EBITDA
          
          (in thousands)
          Reconciliation of net loss to FFO, including significant non-cash items
          
                                    Three Months Ended      Twelve Months Ended
                                        December 31,           December 31,
                                    ---------------------   --------------------
                                       2009      2008 (1)     2009     2008 (1)
                                    ---------   ---------   --------   ---------
          Net loss (a)              $(408,459)  $(901,232)  $ (2,650)  $(479,226)
            Add (deduct)
             NAREIT
             defined
             adjustments:
              Real estate
               related
               depreciation
               and amortization        80,325      93,258    299,910     300,983
              Adjustments to
               gains on
               dispositions for
               depreciation            (3,183)     (1,156)    (5,387)     (2,866)
              Gains on
               dispositions of
               non-development/
               non-CDFS
               properties              (3,291)     (5,806)    (4,937)    (11,620)
              Reconciling items
               attributable to
               discontinued
               operations (16):
                Gains on
                 dispositions of
                 non-development/
                 non-CDFS
                 properties           (21,024)     (1,557)  (220,815)     (9,718)
                Real estate
                 related
                 depreciation
                 and amortization         487       9,012     11,319      33,661
                                    ---------   ---------   --------   ---------
                  Total
                   discontinued
                   operations         (20,537)      7,455   (209,496)     23,943
              Our share of
               reconciling
               items from
               unconsolidated
               investees:
                Real estate
                 related
                 depreciation and
                 amortization          40,361      51,159    154,315     155,067
                Adjustment to
                 gains/losses
                 on dispositions
                 for depreciation      (1,681)       (329)    (9,569)       (492)
                Other
                 amortization
                 items                 (3,954)     (3,337)   (11,775)    (15,840)
                                    ---------   ---------   --------   ---------
                  Total
                   unconsolidated
                   investees           34,726      47,493    132,971     138,735
                                    ---------   ---------   --------   ---------
                    Total NAREIT
                     defined
                     adjustments       88,040     141,244    213,061     449,175
                                    ---------   ---------   --------   ---------
                      Subtotal-
                       NAREIT
                       defined
                       FFO           (320,419)   (759,988)   210,411     (30,051)
          
            Add (deduct)
             our defined
             adjustments:
              Foreign
               currency
               exchange
               losses
               (gains),
               net (15)                (1,231)    117,145    (58,128)    144,364
              Current income
               tax expense (17)         3,658           -      3,658       9,656
              Deferred income
               tax expense
               (benefit)               (2,600)    (15,406)   (23,299)      4,073
          
              Our share of
               reconciling
               items from
               unconsolidated
               investees:
                Foreign currency
                 exchange losses
                 (gains), net (15)       (947)        (82)    (1,737)      2,331
                Unrealized
                 losses (gains)
                 on derivative
                 contracts, net        (1,394)     18,007     (7,561)     23,005
                Deferred income
                 tax expense
                 (benefit)             17,172     (19,772)    15,541     (19,538)
                                    ---------   ---------   --------   ---------
                  Total
                   unconsolidated
                   investees           14,831      (1,847)     6,243       5,798
                                    ---------   ---------   --------   ---------
                    Total our
                     defined
                     adjustments       14,658      99,892    (71,526)    163,891
                                    ---------   ---------   --------   ---------
          FFO, including
           significant
           non-cash
           items (a)                $(305,761)  $(660,096)  $138,885   $ 133,840
                                    =========   =========   ========   =========
          
          
          Reconciliation of FFO, including significant non-cash items, to FFO,
           excluding significant non-cash items
          
                                      Three Months Ended    Twelve Months Ended
                                          December 31,          December 31,
                                    ---------------------   --------------------
                                       2009      2008 (1)     2009      2008 (1)
                                    ---------   ---------   --------    --------
          FFO, including
           significant
           non-cash items (a)       $(305,761)  $(660,096)  $138,885    $133,840
            Add (deduct)
             significant
             non-cash items:
              Impairment
               of real estate
               properties (12)        207,668     274,705    331,592     274,705
              Impairment of
               goodwill and
               other assets (12)      157,076     320,636    163,644     320,636
              Impairment
               (net gain)
               related to
               disposed assets
               - China
               operations (2)               -     198,236     (3,315)    198,236
              Loss (gains)
               on early
               extinguishment
               of debt (3)                960     (90,719)  (172,258)    (90,719)
              Our share of
               the loss/
               impairment
               recorded by
               PEPR                         -     108,195          -     108,195
              Our share of
               certain (gains)
               losses
               recognized by
               the property
               funds                    2,882           -      9,240           -
                                    ---------   ---------   --------    --------
                Total
                 adjustments
                 for significant
                 non-cash
                 items                368,586     811,053    328,903     811,053
                                    ---------   ---------   --------    --------
          FFO, excluding
           significant
           non-cash items (a)       $  62,825   $ 150,957   $467,788    $944,893
                                    =========   =========   ========    ========
          
          
          Reconciliation of FFO, excluding significant non-cash items, to EBITDA
          
                                       Three Months Ended     Twelve Months Ended
                                          December 31,            December 31,
                                     --------------------   ----------------------
                                       2009      2008 (1)      2009      2008 (1)
                                     --------    --------   ----------  ----------
          FFO, excluding
           significant
           non-cash items (a)        $ 62,825    $150,957   $  467,788  $  944,893
            Interest expense          107,486     100,398      373,135     384,526
            Depreciation of
              corporate assets          3,828       4,177       15,897      16,332
            Current income
             tax expense
             (benefit)
             included in FFO           (4,536)     16,727       25,805      56,170
            Adjustments
             to gains on
             dispositions
             for interest
             capitalized                5,251      12,637       16,795      57,632
            Preferred share
             dividends                  6,316       6,352       25,423      25,423
            Share of
             reconciling
             items from
             unconsolidated
             investees                 41,284      33,812      173,682     173,900
                                     --------    --------   ----------  ----------
          Earnings before
           interest, taxes,
           depreciation and
           amortization
           (EBITDA)                  $222,454    $325,060   $1,098,525  $1,658,876
                                     ========    ========   ==========  ==========
          
          See Consolidated Statements of Operations and Consolidated Statements
           of FFO.
          
          Footnotes follow Financial Statements
          
          (a) Attributable to common shares.
          
      
          
          
                                 Calculation of Per Share Amounts
          
          (in thousands, except per share amounts)
          
          Net Loss Per Share
          
                                       Three Months Ended       Twelve Months Ended
                                           December 31,             December 31,
                                     ----------------------    ---------------------
                                      2009 (a)     2008 (a)     2009 (a)    2008 (a)
                                     ---------    ---------    --------   ----------
          Net loss - Basic (b)       $(408,459)   $(901,232)   $ (2,650)  $(479,226)
          Noncontrolling interest
           attributable to
           convertible limited
           partnership units (c)             -            -           -           -
                                     ---------    ---------    --------   ---------
          Adjusted loss -
           Diluted (b)               $(408,459)   $(901,232)   $ (2,650)  $(479,226)
                                     =========    =========    ========   =========
          Weighted average common
           shares outstanding -
           Basic                       473,561      265,898     403,149     262,729
          Incremental weighted
           average effect of
           conversion of limited
           partnership units (c)             -            -           -           -
          Incremental weighted
           average effect of stock
           awards (d)                        -            -           -           -
                                     ---------    ---------    --------   ---------
          Weighted average common
           shares outstanding -
           Diluted                     473,561      265,898     403,149     262,729
          
          Net loss per share -
           Diluted (b)               $   (0.86)   $   (3.39)   $  (0.01)  $   (1.82)
                                     =========    =========    ========   =========
          
          FFO Per Share, including significant non-cash items
          
                                       Three Months Ended      Twelve Months Ended
                                           December 31,            December 31,
                                     ----------------------    --------------------
                                      2009 (a)     2008 (a)      2009        2008
                                     ---------    ---------    --------    --------
          FFO - Basic, including
           significant non-cash
           items (b)                 $(305,761)   $(660,096)   $138,885    $133,840
          Noncontrolling interest
           attributable to
           convertible limited
           partnership units (c)             -            -           -           -
                                     ---------    ---------    --------    --------
          FFO - Diluted, including
           significant non-cash
           items (b)                 $(305,761)   $(660,096)   $138,885    $133,840
                                     =========    =========    ========    ========
          Weighted average common
           shares outstanding -
           Basic                       473,561      265,898     403,149     262,729
          Incremental weighted
           average effect of
           conversion of limited
           partnership units (c)             -            -           -           -
          Incremental weighted
           average effect of stock
           awards (d)                        -            -       2,474       3,372
                                     ---------    ---------    --------    --------
          Weighted average common
           shares outstanding -
           Diluted                     473,561      265,898     405,623     266,101
                                     =========    =========    ========    ========
          FFO per share - Diluted,
           including significant
           non-cash items (b)        $   (0.65)   $   (2.48)   $   0.34    $   0.50
                                     =========    =========    ========    ========
          
          FFO Per Share, excluding significant non-cash items
          
                                        Three Months Ended     Twelve Months Ended
                                           December 31,            December 31,
                                     ----------------------    --------------------
                                       2009          2008       2009        2008
                                     ---------    ---------    --------    --------
          FFO - Basic, including
           significant non-cash
           items (b)                 $(305,761)   $(660,096)   $138,885    $133,840
          Adjustments for
           significant
           non-cash items              368,586      811,053     328,903     811,053
          Noncontrolling interest
           attributable to
           convertible
           limited partnership
           units (c)                         -          172       1,156       3,837
                                     ---------    ---------    --------    --------
          FFO - Diluted, excluding
           significant non-cash
           items (b)                 $  62,825    $ 151,129    $468,944    $948,730
                                     =========    =========    ========    ========
          Weighted average common
           shares outstanding -
           Basic                       473,561      265,898     403,149     262,729
          Incremental weighted
           average effect of
           conversion of limited
           partnership units (c)             -        2,551       1,100       4,447
          Incremental weighted
           average effect of
           stock awards (d)              3,159        1,527       2,474       3,372
                                     ---------    ---------    --------    --------
          Weighted average common
           shares outstanding -
           Diluted                     476,720      269,976     406,723     270,548
                                     =========    =========    ========    ========
          FFO per share - Diluted,
           excluding significant
           non-cash items (b)        $    0.13    $    0.56    $   1.15    $   3.51
                                     =========    =========    ========    ========
          
          (a) In periods with a net loss, the inclusion of any incremental shares is
              anti-dilutive, and, therefore, both basic and diluted shares are the 
              same.
          (b) Attributable to common shares.
          (c) If the impact of the conversion of limited partnership units is anti-
              dilutive, the income and shares are not included in the diluted per 
              share calculation.
          (d) Total weighted average potentially dilutive awards outstanding were 
              10,949 and 10,833 for the three months ended December 31, 2009 and 
              2008, respectively, and 11,539 and 10,204 for the year-ended December
              31, 2009 and 2008, respectively. Of the potentially dilutive 
              instruments, 5,639 and 7,506, were anti-dilutive for the three months 
              ended December 31, 2009 and 2008, respectively, and 6,781 and 6,647, 
              were anti-dilutive for the year-ended December 31, 2009 and 2008. In a
              loss period, the effect of stock awards is not included as the impact 
              is anti-dilutive.
      
          
          
          Notes to Financial Statements
          
          Please also refer to our annual and quarterly financial statements filed 
          with the Securities and Exchange Commission on Forms 10-K and 10-Q for 
          further information about us and our business. Certain 2008 amounts 
          included in our financial statements have been reclassified to conform to 
          the 2009 presentation.
          
          (1)  In May 2008, the Financial Accounting Standards Board ("FASB") issued
               a new standard that requires separate accounting for the debt and 
               equity components of certain convertible debt. The value assigned to 
               the debt component is the estimated fair value of a similar bond 
               without the conversion feature at the time of issuance, which would 
               result in the debt being recorded at a discount. The resulting debt 
               discount is amortized through the first redeemable option date as 
               additional non-cash interest expense. We adopted this standard on 
               January 1, 2009, as required, on a retroactive basis for the 
               convertible notes we issued in 2007 and 2008.  As a result, we 
               restated our 2008 results to reflect the additional interest expense 
               and the additional capitalized interest related to our development 
               activities for both properties we currently own, as well as 
               properties that were contributed during the applicable periods. This 
               restatement impacted earnings and FFO. 
          
               The following tables illustrate the impact of the restatement on our 
               Consolidated Balance Sheets and Consolidated Statements of Operations
               and FFO for these periods (in thousands):
          
          
                                               As of December 31, 2008
                                        ------------------------------------------
                                        As Reported     Adjustments    As Restated
                                        -----------     -----------    -----------
               Consolidated
                Balance
                Sheet:
               ------------
               Net investments
                in real
                estate assets           $15,706,172      $  19,100     $15,725,272
               Other assets             $ 1,129,182      $  (2,189)    $ 1,126,993
               Debt                     $11,007,636      $(296,268)    $10,711,368
               Additional
                paid in
                capital                 $ 6,688,615      $ 381,493     $ 7,070,108
               Distributions
                in excess
                of net earnings         $  (587,199)     $ (68,314)    $  (655,513)
          
          
                                      For the Three Months Ended, December 31, 2008
                                      ---------------------------------------------
                                        As Reported   Adjustments(a)   As Restated
                                        -----------   --------------   -----------
                                                                       (before 2009
                                                                       discontinued
                                                                        operations
                                                                        adjustment)
               Consolidated
                Statements of
                Operations:
               --------------
               Cost of CDFS
                dispositions             $1,102,053       $  2,878      $1,104,931
               Interest expense,
                net of
                capitalization           $   88,737       $ 11,289      $  100,026
               Net loss
                attributable to
                controlling
                interests                $ (880,713)      $(14,167)     $ (894,880)
          
          
                                     For the Twelve Months Ended, December 31, 2008
                                     ----------------------------------------------
                                        As Reported   Adjustments (a)  As Restated
                                        -----------   ---------------  -----------
                                                                       (before 2009
                                                                        discontinued
                                                                        operations
                                                                        adjustment)
               Consolidated
                Statements of
                Operations:
               ---------------
               Cost of CDFS
                dispositions             $3,836,519       $  4,200      $3,840,719
               Interest expense,
                net of
                capitalization           $  341,305       $ 42,830      $  384,135
               Net loss
                attributable to
                controlling
                interests                $ (406,773)      $(47,030)     $ (453,803)
          
               (a) The adjustments are the same in our Consolidated Statements of
                   FFO.
          
          
          (2)  On February 9, 2009, we sold our operations in China and our property
               fund interests in Japan to affiliates of GIC Real Estate, the real 
               estate investment company of the Government of Singapore Investment 
               Corporation ("GIC RE"), for total cash consideration of $1.3 billion
               ($845 million related to China and $500 million related to the Japan
               investments).  We used the proceeds primarily to pay down borrowings 
               on our credit facilities. 
          
               All of the assets and liabilities associated with our China 
               operations were classified as Assets and Liabilities Held for Sale in
               our accompanying Consolidated Balance Sheet as of December 31, 2008. 
               In the fourth quarter of 2008, based on the carrying values of these 
               assets and liabilities, as compared with the estimated sales proceeds
               less costs to sell, we recognized an impairment of $198.2 million. In
               connection with the sale in the first quarter of 2009, we recognized 
               a $3.3 million gain on sale.  In addition, the results of our China 
               operations are presented as discontinued operations in our 
               accompanying Consolidated Statements of Operations for all periods. 
               All operating information presented throughout this report excludes 
               China operations.   
          
               In connection with the sale of our investments in the Japan property
               funds, we recognized a gain of $180.2 million. The gain is reflected 
               as CDFS Proceeds in our Consolidated Statements of Operations and 
               FFO, as it represents previously deferred gains on the contribution 
               of properties to the property funds based on our ownership interest 
               in the property funds at the time of original contribution of 
               properties. We also recognized $20.5 million in current income tax 
               expense related to the Japan portion of the transaction. In April 
               2009, we sold one property in Japan to GIC RE for $128.1 million, 
               resulting in a gain on sale of $13.1 million that is reflected as 
               Discontinued Operations – Net Gains on Dispositions of Development 
               Properties and Land Subject to Ground Leases and as Net Gains on 
               Dispositions of Real Estate Properties in our Consolidated Statements
               of Operations and FFO, respectively.  The building and related 
               borrowings were classified as held for sale at December 31, 2008.
          
               We continued to manage the Japan properties until July 2009. In 
               connection with the termination of the management agreement, we 
               earned a termination fee of $16.3 million that is included in 
               Property Management and Other Fees and Incentives in our Consolidated
               Statements of Operations and FFO. 
          
          (3)  During the three and twelve months ended December 31, 2009 in 
               connection with our announced initiatives to reduce debt, we 
               repurchased portions of several series of notes outstanding, the 
               majority of which were at a discount, and extinguished some secured 
               mortgage debt prior to maturity. These transactions resulted in the 
               recognition of net gains or losses and are summarized, as follows (in
               thousands):
          
          
                                           For the         For the    For the Three
                                            Three          Twelve      and Twelve
                                         Months Ended   Months Ended  Months Ended
                                         December 31,   December 31,  December 31,
                                             2009            2009         2008
                                         ------------   ------------  -------------
               Convertible Senior
                Notes:
                 Original principal
                  amount                    $117,736     $  653,993       $      -
                 Cash purchase price        $102,920     $  454,023       $      -
               Senior Notes (a):
                 Original principal
                  amount                    $224,506     $  587,698       $309,722
                 Cash purchase price        $226,754     $  545,618       $216,805
               Secured Mortgage Debt:
                 Original principal
                  amount (b)                $      -     $  227,017       $      -
                 Cash extinguishment
                  price                     $      -     $  227,017       $      -
          
               Total:
                 Original principal
                  amount                    $342,242     $1,468,708       $309,722
                 Cash purchase/
                  extinguishment price      $329,674     $1,226,658       $216,805
                 Gain (loss) on early
                  extinguishment of
                  debt(c)                   $   (960)    $  172,258       $ 90,719
          
               (a) Included in the twelve months ended December 31, 2009 is the 
                   repurchase of euro 248.7 million ($356.4 million) original
                   principal amount of our Euro senior notes for euro
                   235.1 million ($338.7 million).
               (b) In addition, there was an unamortized premium of $11.4 million 
                   (recorded at acquisition) that was included in the calculation
                   of the gain on early extinguishment.
               (c) Represents the difference between the recorded debt (net of the 
                   discount or premium) and the consideration we paid to retire the
                   debt.
          
          
          (4)  On October 1, 2009, we completed a consent solicitation with regard 
               to certain of our senior notes, and entered into a new supplemental 
               indenture (the Ninth Supplemental Indenture) that amended certain 
               indenture covenants, defined terms and thresholds for certain events 
               of default.
          
               We recognized $14.5 million in fees and expenses related to the 
               consent solicitation that are included in General and Administrative 
               Expenses ("G&A") in our Consolidated Statements of Operations and 
               FFO.
          
          (5)  In August 2009, we amended the Global Line, extending the maturity to
               August 21, 2012 and reducing the size of our aggregate commitments to
               $2.25 billion (subject to currency fluctuations) after October 2010. 
               The Global Line will continue to have lender commitments of $3.7 
               billion (subject to currency fluctuations) until October 2010, 
               although our borrowing capacity may be less. 
          
               In August 2009, we issued $350 million of senior notes with a stated 
               interest rate of 7.625% and a maturity of August 2014. On October 30,
               2009, we issued $600 million of senior notes with a stated interest 
               rate of 7.375% and a maturity of October 2019. We used the proceeds 
               from both issuances primarily to repay borrowings under our Global 
               Line and other debt. 
          
          (6)  On April 14, 2009, we completed a public offering of 174.8 million 
               common shares at a price of $6.60 per share and received net proceeds
               of $1.1 billion that were used to repay borrowings under our credit 
               facilities. During the third quarter of 2009, we issued 29.8 million 
               shares and received gross proceeds of $331.9 million and paid 
               offering expenses of approximately $6.9 million under our at the 
               market share issuance plan. 
          
          (7)  On January 1, 2009, we adopted the provisions of a new accounting 
               standard that requires noncontrolling interests (previously referred 
               to as minority interests) to be reported as a component of equity and
               changes the accounting for transactions with noncontrolling interest 
               holders. 
          
          (8)  In our Consolidated Statements of Operations, rental income includes 
               the following (in thousands):
          
          
                                         Three Months Ended    Twelve Months Ended
                                            December 31,           December 31,
                                         -------------------   -------------------
                                           2009       2008       2009       2008
                                         --------   --------   --------   --------
               Rental income             $169,188   $158,259   $658,462   $669,460
               Rental expense recoveries   46,621     47,591    194,775    210,934
               Straight-lined rents        11,553      9,346     37,858     33,256
                                         --------   --------   --------   --------
                                         $227,362   $215,196   $891,095   $913,650
                                         ========   ========   ========   ========
          
          
          (9)  In response to market conditions, during the fourth quarter of 2008 
               we modified our business strategy.  As a result, as of December 31, 
               2008, we have two operating segments - Direct Owned and Investment 
               Management, and we no longer have a CDFS Business segment. We 
               presented the results of operations of our CDFS Business segment 
               separately in 2008. 
          
               Our direct owned segment represents the direct, long-term ownership 
               of industrial properties. Our investment strategy in this segment 
               focuses primarily on the ownership and leasing of industrial 
               properties in key distribution markets. We consider these properties 
               to be our Core Portfolio. Also included in this segment are operating
               properties we developed with the intent to contribute the properties 
               to an unconsolidated property fund that we previously referred to as 
               our "CDFS Pipeline" and, beginning December 31, 2008, we now refer to
               as our Completed Development Portfolio. Our intent is to hold the 
               Core and Development properties, however, we may contribute either 
               Core or Development properties to the property funds, to the extent 
               there is fund capacity, or sell them to third parties.  When we 
               contribute or sell Development properties, we recognize FFO to the 
               extent the proceeds received exceed our original investment (i.e. 
               prior to depreciation). However, beginning January 1, 2009, we now 
               present the results as Net Gains on Dispositions, rather than as CDFS
               Disposition Proceeds and Cost of CDFS Dispositions. In addition, we 
               have industrial properties that are currently under development (also
               included in our Development Portfolio) and land available for 
               development that are part of this segment as well. The investment 
               management segment represents the investment management of 
               unconsolidated property funds and joint ventures and the properties 
               they own.
          
          (10) Beginning in 2009, we are reporting the direct costs associated with 
               our investment management segment for all periods presented as a 
               separate line item "Investment Management Expenses" in our 
               Consolidated Statements of Operations and FFO. These costs include 
               the property management expenses associated with the property-level 
               management of the properties owned by the property funds and joint 
               ventures (previously included in Rental Expenses) and the investment 
               management expenses associated with the asset management of the 
               property funds and joint ventures (previously included in General and
               Administrative Expenses). In order to allocate the property 
               management expenses between the properties owned by us and the 
               properties owned by the property funds and joint ventures, we use the
               square feet owned at the beginning of the period by the respective 
               portfolios. See note 2 related to the Japan properties that we no 
               longer manage. 
          
          (11) As we announced in the fourth quarter of 2008, in response to the 
               difficult economic climate, we initiated G&A reductions with a near-
               term target of a 20 to 25% reduction in G&A prior to capitalization 
               or allocation. These initiatives include a Reduction in Workforce 
               ("RIF") and reductions to other expenses through various cost savings
               measures. Due to the changes in our business strategy in the fourth 
               quarter of 2008, we halted the majority of our new development 
               activities, which, along with lower gross G&A, has resulted in lower 
               capitalized G&A. Our G&A included in our Statements of Operations 
               consisted of the following  (in thousands):
          
          
                                        Three Months Ended     Twelve Months Ended
                                            December 31,           December 31,
                                        ------------------     -------------------
                                         2009       2008         2009       2008
                                        -------    -------     --------   --------
               Gross G&A(a)             $80,187    $89,299     $294,598   $400,648
               Reclassed to
                discontinued
                operations, net of
                capitalized amounts(b)        -     (8,906)      (1,305)   (21,721)
               Capitalized amounts
                and amounts reported
                as rental and
                investment management
                expenses                (28,026)   (43,406)    (112,807)  (201,577)
                                        -------    -------     --------   --------
               Net G&A                  $52,161    $36,987     $180,486   $177,350
                                        =======    =======     ========   ========
          
               (a) Included in G&A in the fourth quarter of 2009 is $14.5 million of
                   fees and expenses associated with the consent solicitation 
                   discussed in Note 4.
          
               (b) G&A costs included in discontinued operations is net of $2.3 
                   million and $11.3 million of capitalized costs for the three and 
                   twelve months ended December 31, 2008, respectively.
          
          
          (12) During 2009 and 2008, we recorded impairment charges of certain of 
               our real estate properties and other assets as outlined below (in 
               millions):
          
          
                                            Three Months Ended  Twelve Months Ended
                                               December 31,        December 31,
                                             -----------------   -----------------
                                              2009       2008     2009       2008
                                             ------     ------   ------     ------
               Included in "Impairment
                of Real Estate
                Properties":
                 Land held for
                  development                $135.8     $194.2   $137.0     $194.2
                 Completed and under
                  development properties        3.5       34.8    126.2       34.8
                 Retail and mixed use
                  properties                   46.2          -     46.2          -
                 Land subject to ground
                  leases and other             17.6          -     17.6          -
                 Other real estate
                  investments                   4.6       45.7      4.6       45.7
                                             ------     ------   ------     ------
                   Total impairment of
                    real estate properties   $207.7     $274.7   $331.6     $274.7
          
               Included in "Impairment
                of Goodwill and Other
                Assets":
                 Goodwill                    $    -     $175.4   $    -     $175.4
                 Other assets                 157.1      145.2    163.6      145.2
                                             ------     ------   ------     ------
                   Total impairment of
                    goodwill and other
                    assets                   $157.1     $320.6   $163.6     $320.6
                                             ------     ------   ------     ------
               Total direct owned
                impairment charges
                included in continuing
                operations                   $364.8     $595.3   $495.2     $595.3
                                             ======     ======   ======     ======
          
          
               The impairment charges of real estate properties that we recognized 
               in 2008 and 2009 were primarily based on valuations of real estate, 
               which had declined due to market conditions, that we no longer 
               expected to hold for long-term investment. Included in the 2009 
               impairment charges is $9.2 million that should have been recorded in 
               2008. This amount, along with an additional $3.0 million of deferred 
               tax expense, was recorded in 2009 and relates to a revision of our 
               estimated deferred income tax liabilities associated with our 
               international operations. In order to generate liquidity, we have 
               contributed certain completed properties to property funds (primarily
               in Europe) and sold or intend to sell certain land parcels or 
               properties to third parties. To the extent these properties are 
               expected to be sold at a loss, we record an impairment charge when 
               the loss is known. The impairment charges related to goodwill that we
               recognized in the fourth quarter of 2008 and related to other assets 
               that we recognized in 2009 and 2008 were similarly caused by the 
               decline in the real estate markets.
          
          
          (13) The following table represents our share of income (loss) recognized 
               by the property funds related to derivative activity and the sale of 
               real estate properties (in thousands). 
          
          
                                    Three Months Ended        Twelve Months Ended
                                        December 31,             December 31,
                                    -------------------      ---------------------
                                      2009       2008           2009        2008
                                    -------   ---------      ---------  ----------
               Included in
                Earnings from
                Unconsolidated
                Property Funds in
                our Consolidated
                Statements of
                Operations:
                 Derivative gain
                  (loss)             $1,394   $ (19,189)     $ (6,306)  $ (32,278)
                 Gain (loss) from
                  the sale of
                  properties and
                  impairment
                  charges, net       $  946   $(107,887)     $ (4,831)  $(106,420)
          
               Included in FFO
                from
                Unconsolidated
                Property Funds in
                our Consolidated
                Statements of
                FFO:
                 Derivative loss     $    -   $  (1,182)     $(13,867)  $  (9,274)
                 Gain (loss) from
                  the sale of
                  properties and
                  impairment
                  charges, net       $  683   $(108,218)     $(12,720)  $(106,914)
          
          
               In the fourth quarter of 2008 we recognized a loss of $108.2 million 
               representing our share of the loss recognized by PEPR from the sale 
               of its 30% ownership interest in PEPF II. We acquired PEPR's 20% 
               interest in PEPF II in December 2008, and PEPR sold its remaining 
               ownership in PEPF II of approximately 10% to third parties in early 
               2009.
          
          (14) The following table presents the components of interest expense as 
               reflected in our Consolidated Statements of Operations (in 
               thousands): 
          
          
                                         Three Months Ended    Twelve Months Ended
                                             December 31,          December 31,
                                         -------------------   -------------------
                                           2009       2008       2009       2008
                                         --------   --------   --------   --------
               Gross interest expense    $101,314   $117,113   $382,899   $477,933
               Amortization of
                discount, net              16,494     18,451     67,542     63,676
               Amortization of
                deferred loan costs         5,877      3,474     17,069     12,238
                                         --------   --------   --------   --------
                 Interest expense
                  before
                  capitalization          123,685    139,038    467,510    553,847
               Capitalized amounts        (16,199)   (38,724)   (94,205)  (168,782)
                                         --------   --------   --------   --------
               Net interest expense      $107,486   $100,314   $373,305   $385,065
                                         ========   ========   ========   ========
          
          
               Gross interest expense decreased in 2009 from 2008 due to 
               significantly lower debt levels, offset by increases in borrowing 
               rates. The decrease in capitalized amounts is due to less development
               activity.
          
          (15) Included in Foreign Currency Exchange Gains (Losses), Net, for the 
               twelve months ended December 31, 2009 and 2008, are net foreign 
               currency exchange gains and losses, respectively, related to the 
               remeasurement of inter-company loans between the U.S. and our 
               consolidated subsidiaries in Japan and Europe due to the fluctuations
               in the exchange rates of U.S. dollars to the yen, the euro and pound 
               sterling during the applicable periods. We do not include the
               gains and losses related to inter-company loans in our calculation of
               FFO. 
          
          (16) The operations of the properties held for sale or disposed of to 
               third parties and the aggregate net gains recognized upon their 
               disposition are presented as discontinued operations in our 
               Consolidated Statements of Operations for all periods presented, 
               unless the property was developed under a pre-sale agreement. 
          
               As discussed in Note 2 above, all of the assets and liabilities 
               associated with our China operations were classified as Assets and 
               Liabilities Held for Sale in our accompanying Consolidated Balance 
               Sheet as of December 31, 2008, as well as one property in Japan that 
               we sold in April 2009.
          
               During 2009, other than our China operations, we disposed of land 
               subject to ground leases and 140 properties (aggregating 14.8 million
               square feet, 3 of which were development properties) to third 
               parties. This includes a portfolio of 90 properties aggregating 9.6 
               million square feet that were sold to a single venture during the 
               third quarter in which we retained a 5% interest.  We continue
               to manage these properties. During 2008, we disposed of land subject 
               to ground leases and 15 properties to third parties, including 6 
               development properties. 
          
               The income (loss) attributable to these properties was as follows (in
                thousands):
          
          
                                          Three Months Ended  Twelve Months Ended
                                              December 31,        December 31,
                                          ------------------  -------------------
                                            2009       2008     2009       2008
                                           ------    -------  -------   --------
               Rental income               $2,544    $34,582  $50,492   $121,685
               Rental expenses               (567)   (13,422) (14,434)   (42,058)
               Depreciation and
                amortization                 (487)    (9,012) (11,319)   (33,661)
               Other expenses, net              -    (16,603)    (576)   (34,917)
                                           ------    -------  -------   --------
          
               Income (loss) attributable
                to disposed properties     $1,490    $(4,455) $24,163   $ 11,049
                                           ======    =======  =======   ========
          
          
               For purposes of our Consolidated Statements of FFO, we do not 
               segregate discontinued operations.  In addition, we include the gains
               from disposition of land parcels and Completed Development Properties
               (2009) and CDFS properties (2008) in the calculation of FFO, 
               including those classified as discontinued operations.
          
          (17) In connection with purchase accounting, we record all of the acquired
               assets and liabilities at the estimated fair values at the date of 
               acquisition. For our taxable subsidiaries, we recognize the deferred 
               tax liabilities that represent the tax effect of the difference 
               between the tax basis carried over and the fair values at the date of
               acquisition. As taxable income is generated in these subsidiaries, we
               recognize a deferred tax benefit in earnings as a result of the 
               reversal of the deferred tax liability previously recorded at the 
               acquisition date and we record current income tax expense 
               representing the entire current income tax liability. In our 
               calculation of FFO, we only include the current income tax expense to
               the extent the associated income is recognized for financial 
               reporting purposes.
          
      

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