ProLogis Reports Third Quarter Results

- New Date and Time for Conference Call -

- Key Industrial Indicators Showing Improvement -

- Dispositions Ahead of Plan; Support Enhanced Portfolio Quality and Concentration in Major Logistics Corridors -

- Company Provides Dividend and 2011 FFO Outlook -

News provided by

Oct 25, 2010, 04:01 ET

DENVER, Oct. 25 /PRNewswire-FirstCall/ -- ProLogis (NYSE: PLD), the leading global provider of distribution facilities, today reported third quarter 2010 funds from operations as defined by ProLogis (FFO), excluding significant non-cash items, of $0.22 per diluted share. Of this amount, approximately $0.07 related to gains from disposition activity and $0.15 per diluted share was from core operations. FFO, including significant non-cash items of $0.01, was $0.21 per diluted share.

For the nine months ended September 30, 2010, FFO, excluding significant non-cash items and year-to-date non-recurring charges, was $0.50 per diluted share, relative to the company's full-year 2010 guidance of $0.70 to $0.78 per diluted share. Core FFO for the nine months was $0.38 per diluted share relative to the company's full-year guidance of $0.53 to $0.56 per diluted share.

The company reported a net loss of $0.03 per diluted share for the third quarter of 2010 and a net loss of $0.27 per diluted share for the nine months ended September 30, 2010.

"During the quarter, we made significant progress on our objective of disposing of non-strategic, direct-owned properties in order to reduce debt and create value through accretive development," said Walter C. Rakowich, chief executive officer. "Our third-quarter dispositions and those we plan to complete in the fourth quarter or in early 2011 support our efforts to shift investment into new development, increase our direct owned portfolio outside the United States and enhance the quality and concentration of our properties within major logistics corridors."

Industrial Fundamentals Showing Improvement

"Industrial operating performance metrics are turning around, although the pace of improvement is more moderate than we have experienced in past recoveries," Rakowich said. "There is a continued lack of new development in our global markets, and the availability of large, modern distribution centers is shrinking. We believe we are nearing a tipping point where even a modest improvement in demand could facilitate a rapid recovery in the industrial market. Among the favorable signs are: positive net absorption in the top 31 North American industrial markets for the second consecutive quarter, stable-to-improving occupancies and rental rate growth in select, supply constrained markets. Overall, fundamentals are headed in the right direction."

The company's total industrial operating portfolio (including completed development and the investment management portfolio) was 89.90 percent leased at the end of the quarter, up 24 basis points from 89.66 percent at June 30, 2010. Leasing in the company's completed development portfolio increased by 122 basis points, or 217 basis points excluding the contribution and sale of fully leased properties during the quarter. Total leasing activity in the third quarter was 27.0 million square feet, in line with historical average quarterly leasing activity.

Customer retention during the quarter remained strong at 70.5 percent within the company's direct owned portfolio and 79.1 percent within its investment management business. In the company's total same-store portfolio, rental rates on turnovers declined 8.5 percent in the third quarter, compared with a rental rate decline of 15.7 percent in the second quarter of 2010. Occupancy increased by 2.1 percent, and net operating income increased 0.27 percent.

Year-to-date and Planned Dispositions to Significantly Exceed Goal

Through the end of the third quarter, the company had completed over $595 million of property dispositions and contributions to funds. In addition, the company recently entered into a definitive agreement with affiliates of Blackstone Real Estate Advisors ("Blackstone") to sell a North American industrial portfolio, its minority interest in a hotel property and ProLogis' interests in three of its property funds for a total purchase price of $1.02 billion. Total gross proceeds from this transaction, year-to-date dispositions and anticipated fourth quarter sales are expected to be approximately $1.65 to $1.7 billion – above the company's initial 2010 gross disposition target of $1.3 to $1.5 billion. Net proceeds from the Blackstone transaction are expected to be approximately $830 million and will be used principally for the repayment of debt and to fund development activity.

In addition, ProLogis is actively pursuing the disposition of certain retail, mixed-use and ground lease assets. The company expects to consummate the disposition of all, or a portion of, these assets in early 2011 and to generate $350 to $550 million in proceeds.

Steady Demand for New Development

In the first three quarters, the company began more than $500 million of new development. Since the end of the quarter, ProLogis has signed three new build-to-suit agreements totaling $62 million of total expected investment, including two in the United States and one in the UK. "We continue to have a robust pipeline of development proposals and expect actual starts this year of $600 to $700 million, with another $48 million of signed development agreements that will begin construction in 2011," said Ted R. Antenucci, president and chief investment officer. "We plan to expand our development business to $800 million to $1 billion of annual starts in 2011. While we anticipate the vast majority will be build-to-suit, we believe improving fundamentals in major logistics corridors will support speculative development in a handful of space-constrained markets. Expanding our development program is an important element of our long-term growth plan and is accretive to net asset value."

Strategic Positioning in Focus for Fourth Quarter

"We are highly focused on implementing a number of strategic initiatives in the fourth quarter, which we believe will position us well for 2011 and beyond," said William E. Sullivan, chief financial officer. The spectrum of initiatives includes, but is not limited to:

A strategic decision to more aggressively pursue land sales, wherein we are undertaking a rigorous evaluation of all land positions and may take further impairments of our current book basis, which we expect to be in line with discount ranges presented in our recent investor presentations, which could be material;
A plan to tender for between $1 billion and $2 billion of our public debt, with the principal intent of further smoothing our annual maturities, as well as deploying the proceeds from our asset sales activity into the most accretive debt reduction opportunities;
An intent to evaluate the effectiveness of various derivative positions, in light of the current and anticipated interest rate environment, which may result in the recording of one-time charges or adjustments;
A focus on creating incremental cost savings from structural and platform efficiencies, and
A review of the company's investment in certain non-industrial assets, which may result in impairments.

"Our 2010 per diluted share guidance for core FFO of $0.53 to $0.56; FFO, excluding significant non-cash items and non-recurring charges, of $0.70 to $0.78; and net earnings of $0.09 to $0.13, remains unchanged. However, we anticipate a variety of one-time charges, some cash and some non-cash, from the fourth quarter strategic positioning activities, which are not included in our guidance."

While the Blackstone transaction will generate sizeable taxable gains, the company expects these gains to be partially offset by losses associated with the intended debt repurchase and other anticipated fourth quarter charges. As a result, the company intends to reduce its fourth quarter dividend to $0.1125 per share, consistent with anticipated taxable income for 2010. "It is our Board's current intent to maintain this level of cash dividend throughout 2011, more in line with our taxable income, and position ourselves to grow the dividend over time as our adjusted FFO grows," said Sullivan.

Expectations for 2011

The company also established an expectation for growth in core FFO per share of 15 percent or more for 2011 and will provide a specific range and business drivers to support that guidance early in the year. "Our growth rate in 2011 will be affected by the dilutive impact of the Blackstone transaction and additional anticipated 2010 and 2011 asset sales, the proceeds of which will initially be used to reduce debt. However, we expect growth from the impact of continued development portfolio leasing, new build-to-suit developments coming on line and higher average occupancies," said Sullivan. "In addition, while we expect FFO gains from development in 2011, we will focus our guidance in 2011 primarily on core FFO."

The company's expected net earnings per share of $0.09 to $0.13 for 2010 would have been a net loss of $0.50 to $0.55 per share prior to anticipated disposition gains. For 2011, the loss per share is expected to decline by roughly 25 percent, prior to any dispositions, acquisitions or other transactions. The primary differences between FFO and earnings per share relates to depreciation and gains and losses on transactions.

Webcast and Conference Call Information

The company will host a webcast/conference call to discuss quarterly results, current market conditions and future outlook on Tuesday, October 26, 2010, at 8:30 a.m. Eastern Time. Interested parties are encouraged to access the live webcast by clicking the microphone icon located near the top of the opening page at http://ir.prologis.com. Interested parties also can participate via conference call by dialing (866) 305-2304 domestically or (660) 422-4873 internationally.

Replay Information

A replay of the conference call will be posted when available. The replay will be available until midnight Eastern Time on Tuesday, November 9, 2010, and can be accessed by dialing (800) 642-1687 domestically or (706) 645-9291 internationally and entering passcode 20289828. A transcript of the call and the webcast replay, including a podcast format, will be posted when available in the "Financial Information" section of the ProLogis Investor Relations website.

About ProLogis

ProLogis is the 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				Nine Months Ended
			September 30,				September 30,
				2010		2009		2010		2009
Revenues			$	270,114	$	269,291	$	790,541	$	960,283

Net earnings (loss) (a)			$	(15,052)	$	(11,788)	$	(129,331)	$	405,809
Net earnings (loss) per share - Diluted (a)			$	(0.03)	$	(0.03)	$	(0.27)	$	1.06

FFO, including significant non-cash items (a)			$	104,050	$	65,187	$	179,011	$	444,646
	Add (deduct) significant non-cash items:
		Impairment of real estate properties and other assets		2,929		46,274		3,296		130,492
		Net gain related to disposed assets - China operations		-		-		-		(3,315)
		Losses (gains) on early extinguishment of debt		1,791		(12,010)		16,049		(173,218)
		Write-off deferred extension fees associated with the Global Line		-		-		854		-
		Our share of certain losses (gains) recognized by the property funds		-		(4,925)		3,575		6,358
		Total adjustments for significant non-cash items		4,720		29,339		23,774		(39,683)
FFO, excluding significant non-cash items (a)			$	108,770	$	94,526	$	202,785	$	404,963

FFO per share - Diluted, including significant non-cash items (a)			$	0.21	$	0.14	$	0.37	$	1.16
	Add (deduct) - summarized significant non-cash adjustments - per share			0.01		0.07		0.05		(0.10)
FFO per share - Diluted, excluding significant non-cash items (a)			$	0.22	$	0.21	$	0.42	$	1.06
(a) These amounts are attributable to common shares. Footnotes follow Financial Statements


*Consolidated Balance Sheets*
(in thousands, except per share data)
					September 30,		December 31,
					2010		2009

Assets:
	Investments in real estate assets:
		Industrial properties:
			Core (1)		$	7,580,614	$	7,436,539
			Core - completed development			4,048,846		4,108,962
			Properties under development			276,397		191,127
		Land held for development				2,380,914		2,569,343
		Retail and mixed use properties				304,358		302,838
		Land subject to ground leases and other				372,823		373,422
		Other investments				162,285		190,352
						15,126,237		15,172,583
		Less accumulated depreciation				1,883,405		1,671,100
				Net investments in real estate assets		13,242,832		13,501,483

	Investments in and advances to unconsolidated investees:
		Property funds (1)				2,024,149		1,876,650
		Other unconsolidated investees (1)				328,039		275,073
				Total investments in and advances to unconsolidated investees		2,352,188		2,151,723

	Cash and cash equivalents					17,799		34,362
	Accounts and notes receivable					123,186		91,547
	Other assets					1,033,914		1,017,780
				Total assets	$	16,769,919	$	16,796,895

Liabilities and Equity:
	Liabilities:
		Debt (2)			$	8,170,032	$	7,977,778
		Accounts payable and accrued expenses				397,281		367,399
		Other liabilities				519,524		444,432
				Total liabilities		9,086,837		8,789,609

	Equity:
		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			4,770		4,742
			Additional paid-in capital			8,573,066		8,524,867
			Accumulated other comprehensive income			17,392		42,298
			Distributions in excess of net earnings			(1,279,837)		(934,583)
				Total ProLogis shareholders' equity		7,665,391		7,987,324
		Noncontrolling interests				17,691		19,962
				Total equity		7,683,082		8,007,286
				Total liabilities and equity	$	16,769,919	$	16,796,895

Footnotes follow Financial Statements


*Consolidated Statements of Operations*
(in thousands, except per share amounts)
					Three Months Ended				Nine Months Ended
					September 30,				September 30,
					2010		2009		2010		2009
	Revenues:
		Rental income (3)			$	236,068	$	220,489	$	695,816	$	661,252
		Property management and other fees and incentives				29,262		45,792		86,231		111,200
		CDFS disposition proceeds (4)				-		-		-		180,237
		Development management and other income				4,784		3,010		8,494		7,594
			Total revenues			270,114		269,291		790,541		960,283
	Expenses:
		Rental expenses				69,095		67,862		201,732		203,325
		Investment management expenses				9,829		10,186		30,079		31,581
		General and administrative (5)				34,959		38,632		115,886		128,325
		Reduction in workforce (5)				-		415		-		11,745
		Impairment of real estate properties and other assets				2,929		46,274		3,296		130,492
		Depreciation and amortization				93,469		79,643		267,018		230,952
		Other expenses				5,409		8,405		14,325		19,408
			Total expenses			215,690		251,417		632,336		755,828
	Operating income					54,424		17,874		158,205		204,455

	Other income (expense):
		Earnings from unconsolidated property funds, net				7,455		11,639		13,305		31,135
		Earnings (loss) from other unconsolidated investees, net				1,770		(693)		7,197		2,850
		Interest expense (6)				(120,233)		(89,838)		(349,132)		(265,819)
		Other income (expense), net				7,375		(10,021)		5,833		(5,846)
		Net gains on dispositions of real estate properties (7)				35,922		13,627		58,688		22,419
		Foreign currency exchange gains, net (8)				6,144		13,386		2,626		34,898
		Gain (loss) on early extinguishment of debt, net (2)				(1,791)		12,010		(48,449)		173,218
			Total other income (expense)			(63,358)		(49,890)		(309,932)		(7,145)
	Earnings (loss) before income taxes					(8,934)		(32,016)		(151,727)		197,310
		Current income tax expense (benefit) (4)				5,499		(4,626)		15,850		30,140
		Deferred income tax expense (benefit)				1,956		(5,088)		(40,442)		(20,687)
			Total income taxes			7,455		(9,714)		(24,592)		9,453
	Earnings (loss) from continuing operations					(16,389)		(22,302)		(127,135)		187,857
	Discontinued operations (9):
		Income (loss) attributable to disposed properties				(130)		2,775		392		23,416
		Net gain related to disposed assets - China operations (4)				-		-		-		3,315
		Net gains on dispositions:
			Non-development properties			667		14,270		9,729		199,791
			Development properties and land subject to ground leases			7,359		-		7,424		11,503
				Total discontinued operations		7,896		17,045		17,545		238,025
	Consolidated net earnings (loss)					(8,493)		(5,257)		(109,590)		425,882
	Net earnings attributable to noncontrolling interests					(190)		(162)		(634)		(966)
	Net earnings (loss) attributable to controlling interests					(8,683)		(5,419)		(110,224)		424,916
	Less preferred share dividends					6,369		6,369		19,107		19,107
	Net earnings (loss) attributable to common shares				$	(15,052)	$	(11,788)	$	(129,331)	$	405,809
	Weighted average common shares outstanding - Basic					477,028		452,683		476,280		379,421
	Weighted average common shares outstanding - Diluted					477,028		452,683		476,280		382,623

	Net earnings (loss) per share attributable to common shares - Basic:
		Continuing operations			$	(0.05)	$	(0.07)	$	(0.31)	$	0.44
		Discontinued operations				0.02		0.04		0.04		0.63
			Net earnings (loss) per share attributable to common shares - Basic		$	(0.03)	$	(0.03)	$	(0.27)	$	1.07
	Net earnings (loss) per share attributable to common shares - Diluted:
		Continuing operations			$	(0.05)	$	(0.07)	$	(0.31)	$	0.44
		Discontinued operations				0.02		0.04		0.04		0.62
			Net earnings (loss) per share attributable to common shares - Diluted		$	(0.03)	$	(0.03)	$	(0.27)	$	1.06

Footnotes follow Financial Statements


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

				Three Months Ended				Nine Months Ended
				September 30,				September 30,
				2010		2009		2010		2009
	Revenues:
		Rental income		$	236,252	$	225,226	$	697,419	$	711,681
		Property management and other fees and incentives			29,262		45,792		86,231		111,293
		CDFS disposition proceeds (4)			-		-		-		180,237
		Development management and other income			4,784		3,010		8,494		7,594
			Total revenues		270,298		274,028		792,144		1,010,805

	Expenses:
		Rental expense			69,326		68,874		202,607		218,228
		Investment management expenses			9,829		10,186		30,079		31,581
		General and administrative (5)			34,959		38,632		115,886		129,630
		Reduction in workforce (5)			-		415		-		11,745
		Impairment of real estate properties and other assets			2,929		46,274		3,296		130,492
		Depreciation of corporate assets			3,269		3,982		9,770		12,069
		Other expenses			5,409		8,405		14,325		19,414
			Total expenses		125,721		176,768		375,963		553,159
	Operating FFO				144,577		97,260		416,181		457,646
	Other income (expense):
		FFO from unconsolidated property funds			42,315		43,901		116,016		115,518
		FFO from other unconsolidated investees			3,660		947		12,135		8,926
		Interest expense			(120,233)		(89,838)		(349,132)		(265,649)
		Other income (expense), net			7,375		(10,021)		5,833		(5,774)
		Net gains on dispositions of real estate properties, net of related tax (7)(10)			38,899		12,515		59,150		30,072
		Foreign currency exchange gains (losses), net			(694)		318		17		(22,068)
		Gain (loss) on early extinguishment of debt, net (2)			(1,791)		12,010		(48,449)		173,218
		Current income tax benefit (expense) (4)(10)			(3,499)		4,626		(12,999)		(30,341)
		Net gain related to disposed assets - China operations (4)			-		-		-		3,315
			Total other income (expense)		(33,968)		(25,542)		(217,429)		7,217
	FFO				110,609		71,718		198,752		464,863

	Less preferred share dividends				6,369		6,369		19,107		19,107
	Less net earnings attributable to noncontrolling interests				190		162		634		1,110
	FFO attributable to common shares, including significant non-cash items			$	104,050	$	65,187	$	179,011	$	444,646
	Adjustments for significant non-cash items				4,720		29,339		23,774		(39,683)
	FFO attributable to common shares, excluding significant non-cash items			$	108,770	$	94,526	$	202,785	$	404,963
	Weighted average common shares outstanding - Basic				477,028		452,683		476,280		379,421
	FFO per share attributable to common shares, including significant non-cash items:
		Basic		$	0.22	$	0.14	$	0.38	$	1.17
		Diluted		$	0.21	$	0.14	$	0.37	$	1.16
	FFO per share attributable to common shares, excluding significant non-cash items:
		Basic		$	0.23	$	0.21	$	0.43	$	1.07
		Diluted		$	0.22	$	0.21	$	0.42	$	1.06

Footnotes follow Financial Statements


*Reconciliations of Net Earnings (Loss) to FFO and EBITDA*
(in thousands)
Reconciliation of net earnings (loss) to FFO, including significant non-cash items
							Three Months Ended				Nine Months Ended
							September 30,				September 30,
							2010		2009		2010		2009
Net earnings (loss) (a)							$	(15,052)	$	(11,788)	$	(129,331)	$	405,809
	Add (deduct) NAREIT defined adjustments:
		Real estate related depreciation and amortization						90,200		75,661		257,248		218,883
		Adjustments to gains on dispositions for depreciation						(2,376)		(1,001)		(4,208)		(2,204)
		Adjustments to (gains on) dispositions of non-development properties						(6)		(111)		97		(1,646)
		Reconciling items attributable to discontinued operations: (9)
			Gains on dispositions of non-development properties					(667)		(14,270)		(9,729)		(199,791)
			Real estate related depreciation and amortization					83		950		336		11,534
				Total discontinued operations				(584)		(13,320)		(9,393)		(188,257)
		Our share of reconciling items from unconsolidated investees:
			Real estate related depreciation and amortization					39,311		37,973		116,143		113,954
			Adjustment to gains/losses on dispositions for depreciation					-		(1,310)		-		(7,888)
			Other amortization items					(3,324)		(1,659)		(10,313)		(7,821)
				Total unconsolidated investees				35,987		35,004		105,830		98,245
					Total NAREIT defined adjustments			123,221		96,233		349,574		125,021
						Subtotal-NAREIT defined FFO		108,169		84,445		220,243		530,830
	Add (deduct) our defined adjustments:
		Foreign currency exchange gains, net (8)						(6,838)		(13,068)		(2,609)		(56,897)
		Deferred income tax expense (benefit)						1,956		(5,088)		(40,442)		(20,699)
		Our share of reconciling items from unconsolidated investees:
			Foreign currency exchange losses (gains), net (8)					350		(556)		2,294		(790)
			Unrealized losses (gains) on derivative contracts, net					1,450		(208)		(125)		(6,167)
			Deferred income tax benefit					(1,037)		(338)		(350)		(1,631)
				Total unconsolidated investees				763		(1,102)		1,819		(8,588)
					Total our defined adjustments			(4,119)		(19,258)		(41,232)		(86,184)
FFO, including significant non-cash items (a)							$	104,050	$	65,187	$	179,011	$	444,646

Reconciliation of FFO, including significant non-cash items to FFO, excluding significant non-cash items
				Three Months Ended				Nine Months Ended
				September 30,				September 30,
				2010		2009		2010		2009
FFO, including significant non-cash items (a)				$	104,050	$	65,187	$	179,011	$	444,646
	Add (deduct) significant non-cash items:
		Impairment of real estate properties and other assets			2,929		46,274		3,296		130,492
		Net gain related to disposed assets - China operations (4)			-		-		-		(3,315)
		Losses (gains) on early extinguishment of debt (2)			1,791		(12,010)		16,049		(173,218)
		Write-off deferred extension fees associated with Global Line			-		-		854		-
		Our share of certain net losses (gains) recognized by the property funds			-		(4,925)		3,575		6,358
			Total adjustments for significant non-cash items		4,720		29,339		23,774		(39,683)
FFO, excluding significant non-cash items (a)				$	108,770	$	94,526	$	202,785	$	404,963

Reconciliation of FFO, excluding significant non-cash items, to EBITDA
		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2010		2009		2010		2009
FFO, excluding significant non-cash items (a)		$	108,770	$	94,526	$	202,785	$	404,963
	Interest expense		120,233		89,838		348,278		265,649
	Depreciation of corporate assets		3,269		3,982		9,770		12,069
	Current income tax expense (benefit) included in FFO (10)		5,499		(4,626)		15,850		30,341
	Adjustments to gains on dispositions for interest capitalized		1,849		4,605		3,119		11,544
	Preferred share dividends		6,369		6,369		19,107		19,107
	Our share of reconciling items from unconsolidated investees		45,705		44,241		141,247		130,705
Earnings before interest, taxes, depreciation, and amortization (EBITDA)		$	291,694	$	238,935	$	740,156	$	874,378

(a) Attributable to common shares. See Consolidated Statements of Operations and Consolidated Statements of FFO Footnotes follow Financial Statements


*Calculation of Per Share Amounts*
(in thousands, except per share amounts)

Net Earnings (Loss) Per Share
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010 (a)		2009 (a)		2010 (a)		2009
Net earnings (loss) - Basic (b)	$	(15,052)	$	(11,788)	$	(129,331)	$	405,809
Noncontrolling interest attributable to convertible limited partnership units (c)		-		-		-		966
Adjusted net earnings (loss) - Diluted (b)	$	(15,052)	$	(11,788)	$	(129,331)	$	406,775
Weighted average common shares outstanding - Basic		477,028		452,683		476,280		379,421
Incremental weighted average effect of conversion of limited partnership units (c)		-		-		-		1,192
Incremental weighted average effect of stock awards		-		-		-		2,010
Weighted average common shares outstanding - Diluted (d)		477,028		452,683		476,280		382,623
Net earnings (loss) per share - Diluted (b)	$	(0.03)	$	(0.03)	$	(0.27)	$	1.06

FFO Per Share, including significant non-cash items
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
FFO - Basic, including significant non-cash items (b)	$	104,050	$	65,187	$	179,011	$	444,646
Interest expense for convertible debt to common shares (d)		4,216		-		-		-
Noncontrolling interest attributable to convertible limited partnership units (c)		157		-		-		966
FFO - Diluted, including significant non-cash items (b)	$	108,423	$	65,187	$	179,011	$	445,612

Weighted average common shares outstanding - Basic		477,028		452,683		476,280		379,421
Incremental weighted average effect of conversion of limited partnership units (c)		760		-		-		1,192
Incremental weighted average effect of conversion of certain convertible debt (d)		26,611		-		-		-
Incremental weighted average effect of stock awards		3,275		2,388		3,355		2,010
Weighted average common shares outstanding - Diluted		507,674		455,071		479,635		382,623

FFO per share - Diluted, including significant non-cash items (b)	$	0.21	$	0.14	$	0.37	$	1.16

FFO Per Share, excluding significant non-cash items
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
FFO - Basic, including significant non-cash items (b)	$	104,050	$	65,187	$	179,011	$	444,646
Adjustments for significant non-cash items		4,720		29,339		23,774		(39,683)
Interest expense for convertible debt to common shares (d)		4,216		-		-		-
Noncontrolling interest attributable to convertible limited partnership units (c)		157		162		-		966
FFO - Diluted, excluding significant non-cash items (b)	$	113,143	$	94,688	$	202,785	$	405,929
Weighted average common shares outstanding - Basic		477,028		452,683		476,280		379,421
Incremental weighted average effect of conversion of limited partnership units (c)		760		1,110		-		1,192
Incremental weighted average effect of conversion of certain convertible debt (d)		26,611		-		-		-
Incremental weighted average effect of stock awards		3,275		2,388		3,355		2,010
Weighted average common shares outstanding - Diluted		507,674		456,181		479,635		382,623
FFO per share - Diluted, excluding significant non-cash items (b)	$	0.22	$	0.21	$	0.42	$	1.06

(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 of the limited partnerships are not included in the diluted per share calculation. (d) Relates to the convertible debt issued in March 2010. If the impact of the conversion of the convertible debt is anti-dilutive, the expense associated with the debt and the related shares are not included in the diluted per share calculation.

Notes of Financial Statements

Please 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 amounts from previous periods presented in this document have been reclassified to conform to the 2010 presentation.

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 that we refer to as Completed Development Properties. Our intent is to hold and use the Core and Development properties, however, depending on market and other conditions, we may contribute either Core or Development properties to the property funds or sell 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) and present the results as Net Gains on Dispositions. In addition, we have industrial properties that are currently under development and land available for development that are part of this segment as well. We may develop the land or sell to third parties, depending on market and other conditions. The investment management segment represents the investment management of unconsolidated property funds and joint ventures and the properties they own.

(1) On October 18, 2010, we announced that we had entered into a definitive agreement to sell a portfolio of industrial properties and several equity method investments to a single buyer for approximately $1.02 billion. The industrial portfolio includes approximately 180 properties with 23 million square feet that were 95.6% leased at September 30, 2010 and had net operating income of approximately $19.1 million for the three months ended September 30, 2010. The equity method investments include our 20% ownership interest in three property funds (ProLogis North American Properties Fund VI-VIII) and an investment in an unconsolidated joint venture that owns a hotel property and adjacent land. We expect the sale, which is subject to customary closing conditions, to close later in the fourth quarter and result in an approximate $200 million net gain for GAAP earnings purposes. We will continue to provide property management services for the industrial properties that were previously owned directly by us and by the property funds.

(2) During the three and nine months ended September 30, 2010 and 2009, in connection with our announced initiatives to stagger and extend our debt maturities and reduce debt, we repurchased portions of several series of senior and convertible senior notes outstanding with maturities in 2012, 2013, 2015 and 2016. In addition, in the first and third quarters of 2010, we repaid certain secured mortgage debt in connection with the sale of two properties in Japan. The repurchase activity is summarized as follows (in thousands):


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
		2010		2009		2010		2009
Convertible Senior Notes (a):
	Original principal amount	$	103,000	$	15,000	$	842,642	$	536,257
	Cash purchase price	$	97,181	$	13,028	$	791,603	$	351,106
Senior Notes:
	Original principal amount	$	33,539	$	20,000	$	456,015	$	363,192
	Cash purchase price	$	33,102	$	19,925	$	482,484	$	322,015
Secured Mortgage Debt:
	Original principal amount	$	89,581	$	227,017	$	134,721	$	227,017
	Cash repayment price	$	90,402	$	227,017	$	137,061	$	227,017
Total:
	Original principal amount	$	226,120	$	262,017	$	1,433,378	$	1,126,466
	Cash purchase / repayment price	$	220,685	$	259,970	$	1,411,148	$	900,138
	Gain (loss) on early extinguishment of debt, net (b)	$	(1,791)	$	12,010	$	(48,449)	$	173,218

(a) Although the cash purchase price is less than the principal amount outstanding, the repurchase of these notes resulted in a non-cash loss in 2010 due to the non-cash discount. Therefore, we adjusted for this non-cash loss to arrive at FFO, excluding significant non-cash items. (b) Represents the difference between the recorded debt (including unamortized related debt issuance costs, premiums and discounts) and the consideration we paid to retire the debt. Of the loss referred to above, the non-cash loss of $1.8 million and $16.0 million for the three and nine months ended September 30, 2010, respectively, are adjusted back to arrive at FFO, excluding significant non-cash items.

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



	Three Months Ended					Nine Months Ended
	September 30,					September 30,
		2010		2009		2010		2009
Rental income	$	177,012	$	165,385	$	513,023	$	487,443
Rental expense recoveries		50,169		47,278		152,418		147,522
Straight-lined rents		8,887		7,826		30,375		26,287
	$	236,068	$	220,489	$	695,816	$	661,252

(4) 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, for total cash consideration of $1.3 billion ($845 million related to China and $500 million related to the Japan investments).

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 development properties to the property funds based on our ownership interest in the property funds at the time of original contribution. We also recognized $20.5 million in current income tax expense related to the Japan portion of the transaction. We continued to manage the Japan properties until July 2009 at which time 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.

(5) In the fourth quarter of 2008, in response to the difficult economic climate, we initiated general and administrative expense ("G&A") reductions. These initiatives included a Reduction in Workforce ("RIF") program and reductions to other expenses through various cost savings measures. Lower gross G&A and less development activity has resulted in lower capitalized G&A. Our G&A included in our Statements of Operations consisted of the following (in thousands):


	Three Months Ended					Nine Months Ended
	September 30,					September 30,
		2010		2009		2010		2009
Gross G&A expense	$	59,795	$	65,060	$	190,529	$	212,221
Reported as rental expense		(4,988)		(4,872)		(14,822)		(14,660)
Reported as investment management expenses		(9,829)		(10,186)		(30,079)		(31,581)
Capitalized amounts		(10,019)		(11,370)		(29,742)		(37,655)
Net G&A	$	34,959	$	38,632	$	115,886	$	128,325

(6) The following table presents the components of Interest Expense as reflected in our Consolidated Statements of Operations (in thousands):


		Three Months Ended				Nine Months Ended
		September 30,				September 30,
			2010		2009		2010		2009
Gross interest expense		$	114,291	$	91,349	$	332,525	$	281,585
Amortization of discount, net			10,880		15,706		38,412		51,049
Amortization of deferred loan costs			6,110		4,941		20,027		11,191
	Interest expense before capitalization		131,281		111,996		390,964		343,825
Capitalized amounts			(11,048)		(22,158)		(41,832)		(78,006)
Net interest expense		$	120,233	$	89,838	$	349,132	$	265,819

Gross interest expense increased in 2010 from 2009 due to increased borrowing rates. The decrease in capitalized amounts in 2010 from 2009 is due to less development activity.

(7) Included in Net Gains on Dispositions of Real Estate Properties for the three and nine months ended September 30, 2010 are gains of $6.5 million and $7.6 million, respectively, from the sale of real estate properties that were previously impaired.

(8) Included in Foreign Currency Exchange Gains (Losses), Net, for the nine months ended September 30, 2010 and 2009, are net foreign currency exchange gains or losses from the remeasurement of inter-company loans between the U.S. and our consolidated subsidiaries in Japan and Europe due to the fluctuations in the exchange rates of U.S. dollars to the yen, the euro and pound sterling between January 1st and September 30th of the applicable years. We do not include the gains and losses related to inter-company loans in our calculation of FFO.

(9) The operations of the properties held for sale and properties that are disposed of to third parties during a period, including the aggregate net gains recognized upon their disposition, are presented as discontinued operations in our Consolidated Statements of Operations for all periods presented.

During the nine months ended September 30, 2010, we disposed of 13 properties to third parties aggregating 1.4 million square feet, 2 of which were development properties. During all of 2009, other than our China operations, we disposed of land subject to ground leases and 140 properties aggregating 14.8 million square feet to third parties, 3 of which were development properties.


The income attributable to these properties and our China operations was as follows (in thousands):
	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2010		2009		2010		2009
Rental income	$	184	$	4,737	$	1,603	$	50,429
Rental expenses		(231)		(1,012)		(875)		(14,903)
Depreciation and amortization		(83)		(950)		(336)		(11,534)
Other expenses, net		-		-		-		(576)
Income (loss) attributable to disposed properties	$	(130)	$	2,775	$	392	$	23,416

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 in the calculation of FFO, including those classified as discontinued operations.

(10) The net gains on dispositions of real estate properties presented in our Consolidated Statements of FFO are net of related taxes of $2.0 million and $2.9 million for the three and nine months ended September 30, 2010, respectively.

SOURCE ProLogis