Item 1. Financial Statements

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Item 1. Financial Statements

PROLOGIS, INC.

CONSOLIDATED BA****LANCE SHEETS

(Unaudited)

(In thousands, except per share data)


	March 31, 2025			December 31, 2024
ASSETS
Investments in real estate properties	$	92,741,391		$	91,246,176
Less accumulated depreciation		13,290,678			12,758,159
Net investments in real estate properties		79,450,713			78,488,017
Investments in and advances to unconsolidated entities		10,287,314			10,079,448
Assets held for sale or contribution		545,542			248,511
Net investments in real estate		90,283,569			88,815,976

Cash and cash equivalents		671,117			1,318,591
Other assets		5,038,705			5,194,342
Total assets	$	95,993,391		$	95,328,909

LIABILITIES AND EQUITY
Liabilities:
Debt	$	32,262,055		$	30,879,263
Accounts payable and accrued expenses		1,620,366			1,769,327
Other liabilities		4,035,532			4,063,549
Total liabilities		37,917,953			36,712,139

Equity:
Prologis, Inc. stockholders’ equity:
Series Q preferred stock at stated liquidation preference of $50 per share; $0.01 par value;1,279 shares issued and outstanding and 100,000 preferred shares authorized at March 31, 2025 and December 31, 2024		63,948			63,948
Common stock; $0.01 par value; 927,882 and 926,283 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		9,279			9,263
Additional paid-in capital		54,556,451			54,464,055
Accumulated other comprehensive loss		(349,588	)		(120,215	)
Distributions in excess of net earnings		(812,880	)		(465,913	)
Total Prologis, Inc. stockholders’ equity		53,467,210			53,951,138
Noncontrolling interests		4,608,228			4,665,632
Total equity		58,075,438			58,616,770
Total liabilities and equity	$	95,993,391		$	95,328,909

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)


	Three Months Ended
	March 31,
	2025			2024
Revenues:
Rental	$	1,987,265		$	1,827,658
Strategic capital		141,139			128,412
Development management and other		11,261			551
Total revenues		2,139,665			1,956,621
Expenses:
Rental		488,317			454,257
Strategic capital		60,777			78,811
General and administrative		114,701			111,291
Depreciation and amortization		652,058			637,505
Other		9,649			12,244
Total expenses		1,325,502			1,294,108

Operating income before gains on real estate transactions, net		814,163			662,513
Gains on dispositions of development properties and land, net		27,451			40,308
Gains on other dispositions of investments in real estate, net		36,799			17,534
Operating income		878,413			720,355

Other income (expense):
Earnings from unconsolidated entities, net		67,899			72,472
Interest expense		(231,751	)		(193,320	)
Foreign currency, derivative and other gains (losses) and other income (expense), net		(31,658	)		63,564
Gains (losses) on early extinguishment of debt, net		-			536
Total other income (expense)		(195,510	)		(56,748	)
Earnings before income taxes		682,903			663,607
Income tax expense		(43,383	)		(32,800	)
Consolidated net earnings		639,520			630,807
Less net earnings attributable to noncontrolling interests		46,567			45,092
Net earnings attributable to controlling interests		592,953			585,715
Less preferred stock dividends		1,452			1,452
Net earnings attributable to common stockholders	$	591,501		$	584,263

Weighted average common shares outstanding – Basic		927,338			925,322
Weighted average common shares outstanding – Diluted		956,080			953,912

Net earnings per share attributable to common stockholders – Basic	$	0.64		$	0.63

Net earnings per share attributable to common stockholders – Diluted	$	0.63		$	0.63

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, INC.

CONSOLIDATED STATEMENTS OF CO****MPREHENSIVE INCOME

(Unaudited)

(In thousands)


	Three Months Ended
	March 31,
	2025			2024
Consolidated net earnings	$	639,520		$	630,807
Other comprehensive income:
Foreign currency translation gains (losses), net		(230,690	)		208,972
Unrealized gains (losses) on derivative contracts, net		(2,948	)		24,836
Comprehensive income		405,882			864,615
Net earnings attributable to noncontrolling interests		(46,567	)		(45,092	)
Other comprehensive loss (income) attributable to noncontrolling interests		4,265			(5,002	)
Comprehensive income attributable to common stockholders	$	363,580		$	814,521

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, INC.

CON****SOLIDATED STATEMENTS OF EQUITY

(Unaudited)

(In thousands)

Three Months Ended March 31, 2025 and 2024


			Common Stock							Accumulated			Distributions
			Number				Additional			Other			in Excess of			Non-
	Preferred		of		Par		Paid-in			Comprehensive			Net			controlling			Total
	Stock		Shares		Value		Capital			Income (Loss)			Earnings			Interests			Equity
Balance at January 1, 2025	$	63,948		926,283	$	9,263	$	54,464,055		$	(120,215	)	$	(465,913	)	$	4,665,632		$	58,616,770
Consolidated net earnings		-		-		-		-			-			592,953			46,567			639,520
Effect of equity compensation plans		-		274		3		23,685			-			-			33,876			57,564
Capital contributions		-		-		-		-			-			-			13,234			13,234
Redemption of noncontrolling interests		-		1,325		13		76,269			-			-			(80,285	)		(4,003	)
Foreign currency translation gains (losses), net		-		-		-		-			(226,495	)		-			(4,195	)		(230,690	)
Unrealized gains (losses) on derivative contracts, net		-		-		-		-			(2,878	)		-			(70	)		(2,948	)
Reallocation of equity		-		-		-		(8,514	)		-			-			8,514			-
Dividends ($1.01 per common share) and other distributions		-		-		-		956			-			(939,920	)		(75,045	)		(1,014,009	)
Balance at March 31, 2025	$	63,948		927,882	$	9,279	$	54,556,451		$	(349,588	)	$	(812,880	)	$	4,608,228		$	58,075,438

			Common Stock							Accumulated			Distributions
			Number				Additional			Other			in Excess of			Non-
	Preferred		of		Par		Paid-in			Comprehensive			Net			controlling			Total
	Stock		Shares		Value		Capital			Income (Loss)			Earnings			Interests			Equity
Balance at January 1, 2024	$	63,948		924,391	$	9,244	$	54,249,801		$	(514,201	)	$	(627,068	)	$	4,641,996		$	57,823,720
Consolidated net earnings		-		-		-		-			-			585,715			45,092			630,807
Effect of equity compensation plans		-		318		3		15,101			-			-			54,833			69,937
Capital contributions		-		-		-		-			-			-			1,270			1,270
Redemption of noncontrolling interests		-		1,081		11		62,020			-			-			(62,277	)		(246	)
Foreign currency translation gains (losses), net		-		-		-		-			204,561			-			4,411			208,972
Unrealized gains (losses) on derivative contracts, net		-		-		-		-			24,245			-			591			24,836
Reallocation of equity		-		-		-		9,088			-			-			(9,088	)		-
Dividends ($0.96 per common share) and other distributions		-		-		-		(9	)		-			(891,806	)		(70,363	)		(962,178	)
Balance at March 31, 2024	$	63,948		925,790	$	9,258	$	54,336,001		$	(285,395	)	$	(933,159	)	$	4,606,465		$	57,797,118

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, INC.

CONSOL****IDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Three Months Ended
	March 31,
	2025			2024
Operating activities:
Consolidated net earnings	$	639,520		$	630,807
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Straight-lined rents and amortization of above and below market leases		(180,361	)		(158,960	)
Equity-based compensation awards		53,161			67,237
Depreciation and amortization		652,058			637,505
Earnings from unconsolidated entities, net		(67,899	)		(72,472	)
Operating distributions from unconsolidated entities		138,947			126,653
Decrease (increase) in operating receivables from unconsolidated entities		16,638			44,841
Amortization of debt discounts and debt issuance costs, net		20,835			18,044
Gains on dispositions of development properties and land, net		(27,451	)		(40,308	)
Gains on other dispositions of investments in real estate, net		(36,799	)		(17,534	)
Unrealized foreign currency and derivative losses (gains), net		55,465			(35,046	)
Losses (gains) on early extinguishment of debt, net		-			(536	)
Deferred income tax expense (benefit)		6,682			334
Decrease (increase) in other assets		22,982			(11,782	)
Increase (decrease) in accounts payable and accrued expenses and other liabilities		(133,025	)		(133,323	)
Net cash provided by (used in) operating activities		1,160,753			1,055,460
Investing activities:
Real estate development		(776,184	)		(719,795	)
Real estate acquisitions		(779,664	)		(126,177	)
Tenant improvements and lease commissions on previously leased space		(123,123	)		(104,306	)
Property improvements		(34,367	)		(30,200	)
Proceeds from dispositions and contributions of real estate		157,013			199,538
Investments in and advances to unconsolidated entities		(27,352	)		(314,842	)
Return of investment from unconsolidated entities		28,314			1,360
Proceeds from the settlement of net investment hedges		4,852			10,357
Net cash provided by (used in) investing activities		(1,550,511	)		(1,084,065	)
Financing activities:
Dividends paid on common and preferred stock		(939,920	)		(891,806	)
Noncontrolling interests contributions		13,234			1,270
Noncontrolling interests distributions		(75,045	)		(70,363	)
Settlement of noncontrolling interests		(4,003	)		(246	)
Tax paid with shares withheld		(15,416	)		(21,720	)
Debt and equity issuance costs paid		(2,648	)		(13,073	)
Net proceeds from (payments on) credit facilities and commercial paper		299,224			53,964
Repurchase of and payments on debt		(71,205	)		(913,935	)
Proceeds from the issuance of debt		520,219			1,858,297
Net cash provided by (used in) financing activities		(275,560	)		2,388

Effect of foreign currency exchange rate changes on cash		17,844			(3,582	)
Net increase (decrease) in cash and cash equivalents		(647,474	)		(29,799	)
Cash and cash equivalents, beginning of period		1,318,591			530,388
Cash and cash equivalents, end of period	$	671,117		$	500,589

See Note 11 for information on noncash investing and financing activities and other information.

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, L.P.

CONS****OLIDATED BALANCE SHEETS

(Unaudited)

(In thousands)


	March 31, 2025		December 31, 2024
ASSETS
Investments in real estate properties	$	92,741,391	$	91,246,176
Less accumulated depreciation		13,290,678		12,758,159
Net investments in real estate properties		79,450,713		78,488,017
Investments in and advances to unconsolidated entities		10,287,314		10,079,448
Assets held for sale or contribution		545,542		248,511
Net investments in real estate		90,283,569		88,815,976

Cash and cash equivalents		671,117		1,318,591
Other assets		5,038,705		5,194,342
Total assets	$	95,993,391	$	95,328,909

LIABILITIES AND CAPITAL
Liabilities:
Debt	$	32,262,055	$	30,879,263
Accounts payable and accrued expenses		1,620,366		1,769,327
Other liabilities		4,035,532		4,063,549
Total liabilities		37,917,953		36,712,139

Capital:
Partners’ capital:
General partner – preferred		63,948		63,948
General partner – common		53,403,262		53,887,190
Limited partners – common		955,890		913,227
Limited partners – Class A common		331,865		429,358
Total partners’ capital		54,754,965		55,293,723
Noncontrolling interests		3,320,473		3,323,047
Total capital		58,075,438		58,616,770
Total liabilities and capital	$	95,993,391	$	95,328,909

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, L.P.

CONSOLIDATED STAT****EMENTS OF INCOME

(Unaudited)

(In thousands, except per unit amounts)


	Three Months Ended
	March 31,
	2025			2024
Revenues:
Rental	$	1,987,265		$	1,827,658
Strategic capital		141,139			128,412
Development management and other		11,261			551
Total revenues		2,139,665			1,956,621
Expenses:
Rental		488,317			454,257
Strategic capital		60,777			78,811
General and administrative		114,701			111,291
Depreciation and amortization		652,058			637,505
Other		9,649			12,244
Total expenses		1,325,502			1,294,108

Operating income before gains on real estate transactions, net		814,163			662,513
Gains on dispositions of development properties and land, net		27,451			40,308
Gains on other dispositions of investments in real estate, net		36,799			17,534
Operating income		878,413			720,355

Other income (expense):
Earnings from unconsolidated entities, net		67,899			72,472
Interest expense		(231,751	)		(193,320	)
Foreign currency, derivative and other gains (losses) and other income (expense), net		(31,658	)		63,564
Gains (losses) on early extinguishment of debt, net		-			536
Total other income (expense)		(195,510	)		(56,748	)
Earnings before income taxes		682,903			663,607
Income tax expense		(43,383	)		(32,800	)
Consolidated net earnings		639,520			630,807
Less net earnings attributable to noncontrolling interests		31,576			30,308
Net earnings attributable to controlling interests		607,944			600,499
Less preferred unit distributions		1,452			1,452
Net earnings attributable to common unitholders	$	606,492		$	599,047

Weighted average common units outstanding – Basic		943,662			940,608
Weighted average common units outstanding – Diluted		956,080			953,912

Net earnings per unit attributable to common unitholders – Basic	$	0.64		$	0.63

Net earnings per unit attributable to common unitholders – Diluted	$	0.63		$	0.63

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)


	Three Months Ended
	March 31,
	2025			2024
Consolidated net earnings	$	639,520		$	630,807
Other comprehensive income:
Foreign currency translation gains (losses), net		(230,690	)		208,972
Unrealized gains (losses) on derivative contracts, net		(2,948	)		24,836
Comprehensive income		405,882			864,615
Net earnings attributable to noncontrolling interests		(31,576	)		(30,308	)
Other comprehensive loss (income) attributable to noncontrolling interests		(1,267	)		578
Comprehensive income attributable to common unitholders	$	373,039		$	834,885

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, L.P.

CONSOLI****DATED STATEMENTS OF CAPITAL

(Unaudited)

(In thousands)

Three Months Ended March 31, 2025 and 2024


	General Partner									Limited Partners												Non-
	Preferred				Common					Common						Class A Common						controlling			Total
	Units		Amount		Units		Amount			Units			Amount			Units			Amount			Interests			Capital
Balance at January 1, 2025		1,279	$	63,948		926,283	$	53,887,190			15,699		$	913,227			7,650		$	429,358		$	3,323,047		$	58,616,770
Consolidated net earnings		-		-		-		592,953			-			10,413			-			4,578			31,576			639,520
Effect of equity compensation plans		-		-		274		23,688			570			33,876			-			-			-			57,564
Capital contributions		-		-		-		-			-			-			-			-			13,234			13,234
Redemption of limited partnership units		-		-		1,325		76,282			340			15,203			(1,709	)		(95,488	)		-			(4,003	)
Foreign currency translation gains (losses), net		-		-		-		(226,495	)		-			(4,054	)		-			(1,408	)		1,267			(230,690	)
Unrealized gains (losses) on derivative contracts, net		-		-		-		(2,878	)		-			(52	)		-			(18	)		-			(2,948	)
Reallocation of capital		-		-		-		(8,514	)		-			8,725			-			(211	)		-			-
Distributions ($1.01 per common unit) and other		-		-		-		(938,964	)		-			(21,448	)		-			(4,946	)		(48,651	)		(1,014,009	)
Balance at March 31, 2025		1,279	$	63,948		927,882	$	53,403,262			16,609		$	955,890			5,941		$	331,865		$	3,320,473		$	58,075,438

	General Partner									Limited Partners												Non-
	Preferred				Common					Common						Class A Common						controlling			Total
	Units		Amount		Units		Amount			Units			Amount			Units			Amount			Interests			Capital
Balance at January 1, 2024		1,279	$	63,948		924,391	$	53,117,776			14,760		$	848,160			8,595		$	469,561		$	3,324,275		$	57,823,720
Consolidated net earnings		-		-		-		585,715			-			9,652			-			5,132			30,308			630,807
Effect of equity compensation plans		-		-		318		15,104			708			54,833			-			-			-			69,937
Capital contributions		-		-		-		-			-			-			-			-			1,270			1,270
Redemption of limited partnership units		-		-		1,081		62,031			(424	)		(23,926	)		(700	)		(38,351	)		-			(246	)
Foreign currency translation gains (losses), net		-		-		-		204,561			-			3,324			-			1,665			(578	)		208,972
Unrealized gains (losses) on derivative contracts, net		-		-		-		24,245			-			394			-			197			-			24,836
Reallocation of capital		-		-		-		9,088			-			(8,828	)		-			(260	)		-			-
Distributions ($0.96 per common unit) and other		-		-		-		(891,815	)		-			(20,306	)		-			(5,558	)		(44,499	)		(962,178	)
Balance at March 31, 2024		1,279	$	63,948		925,790	$	53,126,705			15,044		$	863,303			7,895		$	432,386		$	3,310,776		$	57,797,118

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, L.P.

CONSOLIDA****TED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)


	Three Months Ended
	March 31,
	2025			2024
Operating activities:
Consolidated net earnings	$	639,520		$	630,807
Adjustments to reconcile net earnings to net cash provided by (used in) operating activities:
Straight-lined rents and amortization of above and below market leases		(180,361	)		(158,960	)
Equity-based compensation awards		53,161			67,237
Depreciation and amortization		652,058			637,505
Earnings from unconsolidated entities, net		(67,899	)		(72,472	)
Operating distributions from unconsolidated entities		138,947			126,653
Decrease (increase) in operating receivables from unconsolidated entities		16,638			44,841
Amortization of debt discounts and debt issuance costs, net		20,835			18,044
Gains on dispositions of development properties and land, net		(27,451	)		(40,308	)
Gains on other dispositions of investments in real estate, net		(36,799	)		(17,534	)
Unrealized foreign currency and derivative losses (gains), net		55,465			(35,046	)
Losses (gains) on early extinguishment of debt, net		-			(536	)
Deferred income tax expense (benefit)		6,682			334
Decrease (increase) in other assets		22,982			(11,782	)
Increase (decrease) in accounts payable and accrued expenses and other liabilities		(133,025	)		(133,323	)
Net cash provided by (used in) operating activities		1,160,753			1,055,460
Investing activities:
Real estate development		(776,184	)		(719,795	)
Real estate acquisitions		(779,664	)		(126,177	)
Tenant improvements and lease commissions on previously leased space		(123,123	)		(104,306	)
Property improvements		(34,367	)		(30,200	)
Proceeds from dispositions and contributions of real estate		157,013			199,538
Investments in and advances to unconsolidated entities		(27,352	)		(314,842	)
Return of investment from unconsolidated entities		28,314			1,360
Proceeds from the settlement of net investment hedges		4,852			10,357
Net cash provided by (used in) investing activities		(1,550,511	)		(1,084,065	)
Financing activities:
Distributions paid on common and preferred units		(966,314	)		(917,670	)
Noncontrolling interests contributions		13,234			1,270
Noncontrolling interests distributions		(48,651	)		(44,499	)
Redemption of common limited partnership units		(4,003	)		(246	)
Tax paid with shares of the Parent withheld		(15,416	)		(21,720	)
Debt and equity issuance costs paid		(2,648	)		(13,073	)
Net proceeds from (payments on) credit facilities and commercial paper		299,224			53,964
Repurchase of and payments on debt		(71,205	)		(913,935	)
Proceeds from the issuance of debt		520,219			1,858,297
Net cash provided by (used in) financing activities		(275,560	)		2,388

Effect of foreign currency exchange rate changes on cash		17,844			(3,582	)
Net increase (decrease) in cash and cash equivalents		(647,474	)		(29,799	)
Cash and cash equivalents, beginning of period		1,318,591			530,388
Cash and cash equivalents, end of period	$	671,117		$	500,589

See Note 11 for information on noncash investing and financing activities and other information.

The accompanying notes are an integral part of these Consolidated Financial Statements.

Index

PROLOGIS, INC. AND PROLOGIS, L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1. GENERAL

Business. Prologis, Inc. (or the “Parent”) commenced operations as a fully integrated real estate company in 1997, elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code” or “IRC”), and believes the current organization and method of operation will enable it to maintain its status as a REIT. The Parent is the general partner of Prologis, L.P. (or the “Operating Partnership” or “OP”). Through the OP, we are engaged in the ownership, acquisition, development and management of logistics facilities with a focus on key markets in 20 countries on four continents. We invest in real estate through wholly owned subsidiaries and other entities through which we co-invest with partners and investors. We maintain a significant level of ownership in these co-investment ventures, which may be consolidated or unconsolidated based on our level of control of the entity. Our current business strategy consists of two reportable segments: Real Estate (Rental Operations and Development) and Strategic Capital. Our Real Estate Segment represents the ownership, leasing and development of logistics properties. Our Strategic Capital Segment represents the management of properties owned by our unconsolidated co-investment ventures and other ventures. See Note 10 for further discussion of our reportable segments. Unless otherwise indicated, the Notes to the Consolidated Financial Statements apply to both the Parent and the OP. The terms “the Company,” “Prologis,” “we,” “our” or “us” means the Parent and OP collectively.

For each share of preferred or common stock the Parent issues, the OP issues a corresponding preferred or common partnership unit, as applicable, to the Parent in exchange for the contribution of the proceeds from the stock issuance. At March 31, 2025, the Parent owned a 97.65% common general partnership interest in the OP and substantially all of the preferred units in the OP. The remaining 2.35% common limited partnership interests, which include Class A common limited partnership units (“Class A Units”) in the OP, are owned by unaffiliated investors and certain current and former directors and officers of the Parent. Each partner’s percentage interest in the OP is determined based on the number of OP units held, including the number of OP units into which Class A Units are convertible, compared to total OP units outstanding at each period end and is used as the basis for the allocation of net income or loss to each partner. At the end of each reporting period, a capital adjustment is made in the OP to reflect the appropriate ownership interest for each of the common unitholders. These adjustments are reflected in the line items Reallocation of Equity in the Consolidated Statements of Equity of the Parent and Reallocation of Capital in the Consolidated Statements of Capital of the OP.

As the sole general partner of the OP, the Parent has complete responsibility and discretion in the day-to-day management and control of the OP, and we operate the Parent and the OP as one enterprise. The management of the Parent consists of the same members as the management of the OP. These members are officers of the Parent and employees of the OP or one of its subsidiaries. As general partner with control of the OP, the Parent is the primary beneficiary and therefore consolidates the OP. Because the Parent’s only significant asset is its investment in the OP, the assets and liabilities of the Parent and the OP are the same on their respective financial statements.

Basis of Presentation. The accompanying Consolidated Financial Statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and are presented in our reporting currency, the U.S. dollar. Intercompany transactions with consolidated entities have been eliminated.

The accompanying unaudited interim financial information has been prepared according to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and note disclosures normally included in our annual financial statements prepared in accordance with GAAP have been condensed or omitted in accordance with such rules and regulations. Our management believes that the disclosures presented in these financial statements are adequate to make the information presented not misleading. In our opinion, all adjustments and eliminations, consisting only of normal recurring adjustments, necessary to present fairly the financial position and results of operations for both the Parent and the OP for the reported periods have been included. The results of operations for such interim periods are not necessarily indicative of the results for the full year. The accompanying unaudited interim financial information should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC, and other public information.

Accounting Pronouncements.

New Accounting Standards Issued but not yet Adopted

Income Taxes. In December 2023, the Financial Accounting Standards Board (“FASB”) issued an Accounting Standard Update ("ASU") to enhance the transparency and decision usefulness of income tax disclosures on an annual basis. The ASU requires additional disclosures around income tax categories and further disaggregation of federal, state and foreign tax information and eliminates certain existing requirements. The standard is effective for the fiscal year ended December 31, 2025, on a prospective or retrospective basis. We do not expect the standard to have a material impact on our Consolidated Financial Statements.

Disaggregation of Income Statement Expenses. In November 2024, the FASB issued an ASU to enhance disclosures about certain expense types in commonly presented expense captions on the Consolidated Statements of Income. The ASU requires additional

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disclosures that disaggregate expense captions into specific components with qualitative descriptions. This standard is effective for the fiscal year ended December 31, 2027, and interim periods thereafter, on a prospective or retrospective basis. We do not expect the standard to have a material impact on our Consolidated Financial Statements as we anticipate the primary change will be additional disclosure in our Consolidated Financial Statements.

NOTE 2. REAL ESTATE

Investments in real estate properties consisted of the following (dollars and square feet in thousands):


	Square Feet				Number of Buildings
	Mar 31,		Dec 31,		Mar 31,		Dec 31,		Mar 31,		Dec 31,
	2025		2024		2025		2024		2025		2024
Operating properties:
Buildings and improvements		648,958		643,929		3,001		2,987	$	55,584,873	$	54,840,666
Improved land										23,907,179		23,438,687
Development portfolio, including land costs:
Prestabilized		7,282		5,387		28		19		1,131,293		813,029
Properties under development		14,695		18,306		53		66		1,464,776		2,016,584
Land (1)										4,660,431		4,453,522
Other real estate investments (2)										5,992,839		5,683,688
Total investments in real estate properties										92,741,391		91,246,176
Less accumulated depreciation										13,290,678		12,758,159
Net investments in real estate properties									$	79,450,713	$	78,488,017

(1)

At March 31, 2025 and December 31, 2024, our land was comprised of 8,636 and 8,708 acres, respectively.

(2)

Included in other real estate investments were principally: (i) land parcels we own and lease to third parties; (ii) renewable energy assets, including solar, electric vehicle charging and energy storage; (iii) non-strategic real estate assets that we do not intend to operate long term; and (iv) non-industrial real estate assets that we intend to redevelop as industrial properties or data centers.

Acquisitions

The following table summarizes our real estate acquisition activity (dollars and square feet in thousands):


	Three Months Ended March 31,
	2025		2024
Number of operating properties		7		-
Square feet		2,258		-
Acres of land		122		243
Acquisition cost of net investments in real estate, excluding other real estate investments	$	739,476	$	284,024

Acquisition cost of other real estate investments	$	59,894	$	167

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Dispositions

The following table summarizes our dispositions of net investments in real estate which include contributions to unconsolidated co-investment ventures and dispositions to third parties (dollars and square feet in thousands):


	Three Months Ended March 31,
	2025		2024
Dispositions of development properties and land, net (1)
Number of properties		1		1
Square feet		402		629
Net proceeds	$	68,210	$	136,789
Gains on dispositions of development properties and land, net	$	27,451	$	40,308

Other dispositions of investments in real estate, net
Number of properties		3		1
Square feet		537		196
Net proceeds	$	105,455	$	147,836
Gains on other dispositions of investments in real estate, net	$	36,799	$	17,534

(1)

The gains we recognize in Gains on Dispositions of Development Properties and Land, Net in the Consolidated Statements of Income are principally driven by the contribution of newly developed properties to our unconsolidated co-investment ventures and occasionally sales to a third party.

Leases

We recognized lease right-of-use assets of $677.6 million and $707.8 million within Other Assets and lease liabilities of $628.2 million and $615.3 million within Other Liabilities, principally for land and office space leases in which we are the lessee, in the Consolidated Balance Sheets at March 31, 2025 and December 31, 2024, respectively.

NOTE 3. UNCONSOLIDATED ENTITIES

Summary of Investments

We have investments in entities through a variety of ventures. We co-invest in entities that own multiple properties with partners and investors and we provide asset management and property management services to these entities, which we refer to as co-investment ventures. These entities may be consolidated or unconsolidated depending on the structure, our partner’s participation and other rights and our level of control of the entity. This note details our investments in unconsolidated co-investment ventures, which are related parties and accounted for using the equity method of accounting. See Note 6 for more detail regarding our consolidated investments that are not wholly owned.

We also have investments in other ventures, generally with one partner, which we primarily account for using the equity method. We refer to our investments in both unconsolidated co-investment ventures and other ventures, collectively, as unconsolidated entities.

The following table summarizes our investments in and advances to unconsolidated entities (in thousands):


	March 31,		December 31,
	2025		2024
Unconsolidated co-investment ventures	$	9,473,602	$	9,274,762
Other ventures		813,712		804,686
Total	$	10,287,314	$	10,079,448

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Unconsolidated Co-Investment Ventures

The following table summarizes the Strategic Capital Revenues we recognized in the Consolidated Statements of Income related to our unconsolidated co-investment ventures (in thousands):


	Three Months Ended March 31,
	2025		2024
Recurring fees	$	122,684	$	113,142
Transactional fees		16,398		12,244
Promote revenue		-		262
Total strategic capital revenues from unconsolidated co-investment ventures (1)	$	139,082	$	125,648

(1)

These amounts exclude strategic capital revenues from other ventures.

The following table summarizes the key property information, financial position and operating information of our unconsolidated co-investment ventures on a U.S. GAAP basis (not our proportionate share) and the amounts we recognized in the Consolidated Financial Statements related to these ventures (dollars and square feet in millions):


	U.S.						Other Americas (1)						Europe						Asia						Total
At:	Mar 31, 2025			Dec 31, 2024			Mar 31, 2025			Dec 31, 2024			Mar 31, 2025			Dec 31, 2024			Mar 31, 2025			Dec 31, 2024			Mar 31, 2025			Dec 31, 2024
Key property information:
Ventures		1			1			2			2			2			2			4			4			9			9
Operating properties		767			767			390			391			1,046			1,037			242			241			2,445			2,436
Square feet		134			134			85			85			235			232			100			100			554			551

Financial position:
Total assets ($)		13,931			13,903			7,218			7,112			24,994			23,873			9,631			9,404			55,774			54,292
Third-party debt ($)		5,397			5,399			2,200			2,242			6,788			6,343			4,057			3,942			18,442			17,926
Total liabilities ($)		6,430			6,466			2,521			2,422			8,927			8,375			4,460			4,362			22,338			21,625

Our investment balance ($) (2)		3,005			3,023			1,176			1,168			4,554			4,371			739			713			9,474			9,275
Our weighted average ownership (3)		30.3	%		30.5	%		31.1	%		30.9	%		33.0	%		33.0	%		15.2	%		15.2	%		29.0	%		29.0	%

	U.S.						Other Americas (1)(4)						Europe						Asia						Total
Operating Information:	Mar 31, 2025			Mar 31, 2024			Mar 31, 2025			Mar 31, 2024			Mar 31, 2025			Mar 31, 2024			Mar 31, 2025			Mar 31, 2024			Mar 31, 2025			Mar 31, 2024
For the three months ended:
Total revenues ($)		407			353			214			120			470			462			160			160			1,251			1,095
Net earnings ($)		98			88			45			53			65			72			21			28			229			241

Our earnings from unconsolidated co-investment ventures, net ($)		31			26			11			18			23			24			4			5			69			73

(1)

Prologis Brazil Logistics Venture and our other Brazilian joint ventures are combined as one venture for the purpose of this table.

(2)

Prologis’ investment balance is presented at our adjusted basis. The difference between our ownership interest of a venture’s equity and our investment balance at March 31, 2025 and December 31, 2024, results principally from four types of transactions: (i) deferred gains from the contribution of property to a venture prior to January 1, 2018; (ii) recording additional costs associated with our investment in the venture; (iii) receivables, principally for fees and promotes; and (iv) customer security deposits retained subsequent to property contributions to Nippon Prologis REIT, Inc. and Prologis Japan Core Logistics Fund.

(3)

Represents our weighted average ownership interest in all unconsolidated co-investment ventures based on each entity’s contribution of total assets before depreciation, net of other liabilities.

(4)

In 2024, FIBRA Prologis acquired an 89.9% ownership interest in Terrafina, a Mexican FIBRA, and began consolidating Terrafina in August 2024.

Equity Commitments Related to Certain Unconsolidated Co-Investment Ventures

At March 31, 2025, our outstanding equity commitments were $194.5 million, principally for Prologis China Logistics Venture and Prologis Japan Core Logistics Fund. The equity commitments expire from 2025 to 2033 if they have not been previously called.

NOTE 4. ASSETS HELD FOR SALE OR CONTRIBUTION

We had investments in certain real estate properties that met the criteria to be classified as held for sale or contribution at March 31, 2025 and December 31, 2024. At the time of classification, these properties were expected to be sold to third parties or were recently stabilized and expected to be contributed to unconsolidated co-investment ventures within twelve months. The amounts included in

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Assets Held for Sale or Contribution in the Consolidated Balance Sheets represented real estate investment balances and the related assets and liabilities.

Assets held for sale or contribution consisted of the following (dollars and square feet in thousands):


	March 31, 2025		December 31, 2024
Number of operating properties		11		8
Square feet		2,625		2,229
Total assets held for sale or contribution	$	545,542	$	248,511
Total liabilities associated with assets held for sale or contribution – included in Other Liabilities	$	3,860	$	1,951

NOTE 5. DEBT

All debt is incurred by the OP or its consolidated subsidiaries. The following table summarizes our debt (dollars in thousands):


	March 31, 2025				December 31, 2024
	Weighted Average		Amount		Weighted Average		Amount
	Interest Rate (1)	Years (2)	Outstanding (3)		Interest Rate (1)	Years (2)	Outstanding (3)
Credit facilities and commercial paper	4.2%	1.6	$	532,132	4.1%	1.8	$	224,966
Senior notes	3.2%	9.5		29,390,246	3.2%	9.8		28,322,163
Term loans and unsecured other	2.0%	4.3		2,021,761	2.0%	4.4		2,013,317
Secured mortgage	4.3%	2.9		317,916	4.3%	3.2		318,817
Total	3.1%	9.0	$	32,262,055	3.1%	9.4	$	30,879,263

(1)

The weighted average interest rates presented represent the effective interest rates (including amortization of debt issuance costs and noncash premiums or discounts) at the end of the period for the debt outstanding and include the impact of designated interest rate contracts, which effectively fix the interest rate on certain variable rate debt.

(2)

The weighted average years represents the remaining maturity in years on the debt outstanding at period end.

(3)

We borrow in the functional currencies of the countries where we invest. Included in the outstanding balances were borrowings denominated in the following currencies:


	March 31, 2025						December 31, 2024
	Weighted Average Interest Rate	Amount Outstanding		% of Total			Weighted Average Interest Rate	Amount Outstanding		% of Total
British pound sterling	3.1%	$	1,772,102		5.5	%	3.1%	$	1,714,653		5.6	%
Canadian dollar	4.6%		1,627,723		5.0	%	4.7%		1,262,508		4.1	%
Euro	2.1%		10,425,583		32.3	%	2.1%		9,900,602		32.1	%
Japanese yen	1.2%		3,057,948		9.5	%	1.1%		2,910,755		9.4	%
U.S. dollar	4.1%		14,744,387		45.7	%	4.1%		14,457,872		46.8	%
Other	3.6%		634,312		2.0	%	3.6%		632,873		2.0	%
Total	3.1%	$	32,262,055		100.0	%	3.1%	$	30,879,263		100.0	%

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Credit Facilities and Commercial Paper

The following table summarizes information about our available liquidity at March 31, 2025 (in millions):


Aggregate lender commitments
Credit facilities	$	6,411
Less:
Credit facility borrowings outstanding		532
Commercial paper borrowings outstanding (1)		-
Outstanding letters of credit		28
Current availability		5,851
Cash and cash equivalents		671
Total liquidity	$	6,522

(1)

We are required to maintain available commitments under our credit facilities in an amount at least equal to the commercial paper borrowings outstanding.

Credit Facilities

We have two global senior credit facilities (the “2022 Global Facility” and "2023 Global Facility"), each with a borrowing capacity of $3.0 billion (subject to currency fluctuations). We may draw on both facilities in British pounds sterling, Canadian dollars, euro, Japanese yen, Mexican pesos and U.S. dollars on a revolving basis. The 2022 Global Facility is scheduled to initially mature in June 2026 and the 2023 Global Facility in June 2027; however, we can extend the maturity date for each facility by six months on two occasions, subject to the payment of extension fees. We also have the ability to increase each credit facility to $4.0 billion, subject to currency fluctuations and obtaining additional lender commitments.

We also have a Japanese yen revolver (the "Yen Credit Facility") with a borrowing capacity of ¥58.5 billion ($391.5 million at March 31, 2025). We have the ability to increase the borrowing capacity of the Yen Credit Facility to ¥75.0 billion ($501.9 million at March 31, 2025), subject to obtaining additional lender commitments. The Yen Credit Facility is scheduled to initially mature in August 2027; however, we may extend the maturity date for one year, subject to the payment of extension fees.

We refer to the 2022 Global Facility, the 2023 Global Facility and the Yen Credit Facility, collectively, as our “Credit Facilities.” Pricing for the Credit Facilities, including the spread over the applicable benchmark and the rates applicable to facility fees and letter of credit fees, varies based on the public debt ratings of the OP.

Our Credit Facilities are utilized to support our cash needs for development and acquisition activities on a short-term basis. The maturities of the borrowings under the Credit Facilities generally range from overnight to three months.

Commercial Paper

We have a commercial paper program under which we may issue, repay and re-issue short-term unsecured commercial paper notes denominated in U.S. dollars. The aggregate principal amount of notes outstanding under the commercial paper program at any time cannot exceed $1.0 billion and the net proceeds of the notes are expected to be used for general corporate purposes. The maturities of the notes generally range from overnight to three months. The notes are issued under customary terms in the commercial paper market and are issued at a discount from par or, alternatively, can be issued at par and bear varying interest rates on a fixed or floating basis. At any point in time, we are required to maintain available commitments under our Credit Facilities in an amount at least equal to the amount of the notes outstanding.

Senior Notes

In February 2025, we issued C$750.0 million ($520.4 million) of senior notes maturing in 8 years with a weighted average interest rate of 4.2%.

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Long-Term Debt Maturities

Scheduled principal payments due on our debt for the remainder of 2025 and for each year through the period ended December 31, 2029, and thereafter were as follows at March 31, 2025 (in thousands):


	Unsecured
	Credit Facilities and		Senior			Term Loans			Secured
Maturity	Commercial Paper		Notes			and Other			Mortgage			Total
2025 (1)(2)	$	-	$	33,462		$	239,789		$	172,625		$	445,876
2026 (1)(3)		353,144		1,305,918			708,202			45,616			2,412,880
2027 (4)		178,988		1,929,498			48,770			4,156			2,161,412
2028		-		2,557,972			99,048			3,041			2,660,061
2029		-		3,266,967			-			3,191			3,270,158
Thereafter		-		20,861,287			928,841			82,903			21,873,031
Subtotal		532,132		29,955,104			2,024,650			311,532			32,823,418
Unamortized premiums (discounts), net		-		(437,352	)		-			6,966			(430,386	)
Unamortized debt issuance costs, net		-		(127,506	)		(2,889	)		(582	)		(130,977	)
Total	$	532,132	$	29,390,246		$	2,021,761		$	317,916		$	32,262,055

(1)

We expect to repay the amounts maturing in the next twelve months with cash generated from operations, proceeds from dispositions of real estate properties, or as necessary, with additional borrowings, including drawing on our available Credit Facilities.

(2)

Included in the 2025 maturities were a Canadian dollar term loan ($139.3 million at March 31, 2025), which can be extended until 2027, subject to the payment of extension fees, and a Chinese renminbi term loan ($100.3 million at March 31, 2025), which can be extended until 2026, subject to the prevailing interest rate at the time of extension and payment of extension fees.

(3)

Included in the 2026 maturities was the 2022 Global Facility ($353.1 million at March 31, 2025) which can be extended until 2027.

(4)

Included in the 2027 maturities was the 2023 Global Facility ($179.0 million at March 31, 2025) which can be extended until 2028.

Financial Debt Covenants

Our Credit Facilities, senior notes and term loans outstanding at March 31, 2025 were subject to certain financial covenants under their related documents. At March 31, 2025, we were in compliance with all of our financial debt covenants.

Guarantee of Finance Subsidiary Debt

We have finance subsidiaries as part of our operations in Europe (Prologis Euro Finance LLC), Japan (Prologis Yen Finance LLC) and the U.K. (Prologis Sterling Finance LLC) in order to mitigate our foreign currency risk by borrowing in the currencies in which we invest. These entities are 100% indirectly owned by the OP and all unsecured debt issued or to be issued by each entity is or will be fully and unconditionally guaranteed by the OP. There are no restrictions or limits on the OP’s ability to obtain funds from its subsidiaries by dividend or loan. In reliance on Rule 13-01 of Regulation S-X, the separate financial statements of Prologis Euro Finance LLC, Prologis Yen Finance LLC and Prologis Sterling Finance LLC are not provided.

NOTE 6. NONCONTROLLING INTERESTS

Prologis, L.P.

We report noncontrolling interests related to several entities we consolidate but of which we do not own 100% of the equity. These entities include two real estate partnerships that have issued limited partnership units to third parties. Depending on the specific partnership agreements, these limited partnership units are redeemable for cash or, at our option, shares of the Parent’s common stock, generally at a rate of one share of common stock to one limited partnership unit. We also consolidate certain entities in which we do not own 100% of the equity but the equity of these entities is not exchangeable into our common stock.

Prologis, Inc.

The noncontrolling interests of the Parent include the noncontrolling interests described above for the OP, as well as the limited partnership units in the OP that are not owned by the Parent. The outstanding limited partnership units receive quarterly cash distributions equal to the quarterly dividends paid on our common stock pursuant to the terms of the applicable partnership agreements.

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The following table summarizes these entities (dollars in thousands):


	Our Ownership Percentage						Noncontrolling Interests				Total Assets				Total Liabilities
	Mar 31, 2025			Dec 31, 2024			Mar 31, 2025		Dec 31, 2024		Mar 31, 2025		Dec 31, 2024		Mar 31, 2025		Dec 31, 2024
Prologis U.S. Logistics Venture		55.0	%		55.0	%	$	3,073,723	$	3,091,941	$	6,967,309	$	7,014,774	$	145,723	$	149,823
Other consolidated entities (1)	various			various				246,750		231,106		3,114,628		3,031,608		448,023		399,277
Prologis, L.P.								3,320,473		3,323,047		10,081,937		10,046,382		593,746		549,100
Limited partners in Prologis, L.P. (2)(3)								1,287,755		1,342,585		-		-		-		-
Prologis, Inc.							$	4,608,228	$	4,665,632	$	10,081,937	$	10,046,382	$	593,746	$	549,100

(1)

Includes two partnerships that have issued limited partnership units to third parties. The limited partnership units outstanding at March 31, 2025 and December 31, 2024 were exchangeable into cash or, at our option, 0.3 million shares of the Parent’s common stock.

(2)

We had 5.9 million and 7.7 million Class A Units at March 31, 2025 and December 31, 2024, respectively, that were convertible into 5.8 million and 7.4 million limited partnership units of the OP at the end of each period.

(3)

At March 31, 2025 and December 31, 2024, limited partnership units in the OP, excluding the Class A Units, were exchangeable into cash or, at our option, 9.5 million and 9.0 million shares of the Parent’s common stock, respectively, and vested OP Long-Term Incentive Plan Units (“LTIP Units”) associated with our long-term compensation plans were exchangeable into 7.1 million and 6.7 million shares of the Parent’s common stock, respectively. See further discussion of LTIP Units in Note 7.

NOTE 7. LONG-TERM COMPENSATION

Equity-Based Compensation Programs

Performance Stock Unit ("PSU") Program

PSUs are granted under the Company's 2020 Long-Term Incentive Plan and are settled in equity at the end of a three-year performance period, if applicable market-based performance hurdles are met. Such hurdles are based on a performance scale of Prologis’ percentile ranking in the Morgan Stanley Capital International US REIT Index (the “Index”) for a three-year performance period. Prologis must perform at the 55th percentile to earn a target award of 100.0%. The award is capped at 200.0% of the target for performance at or above the 85th percentile, and there is no payout in the event Prologis’ performance is below the 35th percentile. There is a proportional scaling between the 35th and the 85th percentiles, starting with 50.0% of the target being earned at the 35th percentile. If an award meets applicable market-based performance hurdles and is earned at the end of the initial three-year performance period, one-third of the award vests at the end of the performance period and the remaining award vests equally one and two years after the award is earned. The award is subject to an additional three-year holding requirement. Awards are in the form of common stock, restricted stock units ("RSUs") and LTIP Units.

The fair value of the awards is measured at the grant date and amortized over the period from the grant date to the date at which the awards vest, regardless of whether the market condition has been satisfied, which ranges from three to five years. We apply a discount to the fair value of the awards to reflect the illiquidity imposed by post-vesting holding periods, utilizing a weighted discount of 10% from valuation models that consider the length of the restriction, and the illiquidity associated with the awards. We granted PSUs for the 2025 – 2027 performance period in January 2025, with a fair value of $83.9 million. The fair value was calculated using a Monte Carlo valuation model that assumed a risk-free interest rate of 4.4% and an expected volatility of 29.0% for Prologis and 30.2% for the peer group companies.

Prologis Outperformance Plan (“POP”)

In prior years, we allocated participation points or a percentage of the compensation pool to participants under our POP, corresponding to three-year performance periods beginning each January 1. Commencing in 2024 for named executive officers (“NEOs”) and in 2025 for other employees who previously received participation points, those individuals received the PSUs discussed above. No new awards will be granted to these individuals under the POP. The RSUs and LTIP Units table below includes POP awards that were earned but are unvested, while any vested awards are reflected within the Consolidated Statements of Equity and Capital.

Other Equity-Based Compensation Programs

Our other equity-based compensation programs include: (i) the Prologis Promote Plan; (ii) the annual long-term incentive equity award program; and (iii) the annual bonus exchange program. Awards under these programs may be issued in the form of RSUs or LTIP Units at the participants' elections. RSUs and LTIP Units are valued based on the market price of the Parent’s common stock at the grant date, and the grant date fair value is recognized as compensation expense over the service period.

Index

Summary of Award Activity

PSUs

The following table summarizes the activity for PSUs for the three months ended March 31, 2025 (units in thousands):


	PSUs
	Unearned			Weighted Average Grant Date Fair Value
Balance at January 1, 2025		244		$	129.10
Granted		878			95.53
Earned		-			-
Forfeited		(6	)		95.53
Balance at March 31, 2025		1,116		$	102.88

RSUs and LTIP Units

The following table summarizes the activity for RSUs and LTIP Units for the three months ended March 31, 2025 (units in thousands):


	RSUs					LTIP Units
	Unvested			Weighted Average Grant Date Fair Value		Unvested			Weighted Average Grant Date Fair Value
Balance at January 1, 2025		2,063		$	99.39		5,250		$	72.15
Granted		421			109.50		583			109.48
Conversion of earned PSUs		-			-		-			-
Vested		(418	)		127.92		(570	)		126.53
Forfeited		(42	)		125.04		-			-
Balance at March 31, 2025		2,024		$	95.08		5,263		$	70.40

NOTE 8. EARNINGS PER COMMON SHARE OR UNIT

We determine basic earnings per share or unit based on the weighted average number of shares of common stock or units outstanding during the period. We compute diluted earnings per share or unit based on the weighted average number of shares or units outstanding combined with the incremental weighted average effect from all outstanding potentially dilutive instruments.

The computation of our basic and diluted earnings per share and unit was as follows (in thousands, except per share and unit amounts):


	Three Months Ended
	March 31,
Prologis, Inc.	2025		2024
Net earnings attributable to common stockholders – Basic	$	591,501	$	584,263
Net earnings attributable to exchangeable limited partnership units (1)		14,991		14,852
Adjusted net earnings attributable to common stockholders – Diluted	$	606,492	$	599,115

Weighted average common shares outstanding – Basic		927,338		925,322
Incremental weighted average effect on exchange of limited partnership units (1)		23,501		23,555
Incremental weighted average effect of equity awards		5,241		5,035
Weighted average common shares outstanding – Diluted (2)		956,080		953,912

Net earnings per share attributable to common stockholders:
Basic	$	0.64	$	0.63
Diluted	$	0.63	$	0.63

Index


	Three Months Ended
	March 31,
Prologis, L.P.	2025			2024
Net earnings attributable to common unitholders	$	606,492		$	599,047
Net earnings attributable to Class A Units		(4,578	)		(5,132	)
Net earnings attributable to common unitholders – Basic		601,914			593,915
Net earnings attributable to Class A Units		4,578			5,132
Net earnings attributable to exchangeable other limited partnership units		-			68
Adjusted net earnings attributable to common unitholders – Diluted	$	606,492		$	599,115

Weighted average common partnership units outstanding – Basic		943,662			940,608
Incremental weighted average effect on exchange of Class A Units		7,177			8,128
Incremental weighted average effect on exchange of other limited partnership units		-			141
Incremental weighted average effect of equity awards of Prologis, Inc.		5,241			5,035
Weighted average common units outstanding – Diluted (2)		956,080			953,912

Net earnings per unit attributable to common unitholders:
Basic	$	0.64		$	0.63
Diluted	$	0.63		$	0.63

(1)

Earnings allocated to the exchangeable OP units not held by the Parent have been included in the numerator and exchangeable common units have been included in the denominator for the purpose of computing diluted earnings per share for all periods as the per share and unit amount is the same.

(2)

Our total weighted average potentially dilutive shares and units outstanding consisted of the following:


	Three Months Ended
	March 31,
	2025		2024
Class A Units		7,177		8,128
Other limited partnership units		278		299
Equity awards		8,252		8,963
Prologis, L.P.		15,707		17,390
Common limited partnership units		16,324		15,286
Prologis, Inc.		32,031		32,676

NOTE 9. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Derivative Financial Instruments

In the normal course of business, our operations are exposed to market risks, including the effect of changes in foreign currency exchange rates and interest rates. We may enter into derivative financial instruments to offset these underlying market risks. There have been no significant changes in our policy and strategy from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Index

The following table presents the fair value of our derivative financial instruments recognized within Other Assets and Other Liabilities in the Consolidated Balance Sheets (in thousands):


	March 31, 2025				December 31, 2024
	Asset		Liability		Asset		Liability
Undesignated derivatives
Foreign currency contracts
Forwards
Brazilian real	$	-	$	250	$	-	$	-
British pound sterling		2,204		3,570		8,785		422
Canadian dollar		15,002		-		15,503		-
Euro		17,182		756		32,989		-
Japanese yen		44,393		-		55,818		-
Swedish krona		1,358		1,941		4,642		108
Options
Mexican peso		2,202		-		1,814		-

Designated derivatives
Foreign currency contracts
Net investment hedges
British pound sterling		-		11,445		2,837		108
Canadian dollar		-		-		5,454		-

Interest rate contracts
Cash flow hedges
U.S. dollar		18		5,614		9,587		-
Total fair value of derivatives	$	82,359	$	23,576	$	137,429	$	638

Undesignated Derivative Financial Instruments

Foreign Currency Contracts

The following table summarizes the activity of our undesignated foreign currency contracts for the three months ended March 31 (in millions, except for weighted average forward rates and number of active contracts):


	2025																		2024
	CAD			EUR			GBP			JPY			Other			Total			CAD			EUR			GBP			JPY			Other			Total
Notional amounts at January 1 ($)		254			526			386			312			(27	)		1,451			213			524			442			384			56			1,619
New contracts ($)		-			85			10			46			18			159			51			88			46			59			8			252
Matured, expired or settled contracts ($)		(20	)		(29	)		(18	)		(17	)		(4	)		(88	)		(7	)		(25	)		(39	)		(61	)		(9	)		(141	)
Notional amounts at March 31 ($)		234			582			378			341			(13	)		1,522			257			587			449			382			55			1,730

Weighted average forward rate at March 31		1.31			1.15			1.28			121.88									1.30			1.16			1.27			118.16
Active contracts at March 31		93			109			83			93									92			84			96			98

The following table summarizes the undesignated derivative financial instruments exercised and associated realized and unrealized gains (losses), respectively, in Foreign Currency, Derivative and Other Gains (Losses) and Other Income (Expense), Net in the Consolidated Statements of Income (in millions, except for number of exercised contracts):


	Three Months Ended March 31,
	2025			2024
Exercised contracts		26			45
Realized gains (losses) on the matured, expired or settled contracts	$	9		$	18
Unrealized gains (losses) on the change in fair value of outstanding contracts	$	(40	)	$	29

Designated Derivative Financial Instruments

Changes in the fair value of derivatives that are designated as net investment hedges ("NIHs") of our foreign operations and cash flow hedges ("CFHs") are recorded in Accumulated Other Comprehensive Income (Loss) (“AOCI/L”) in the Consolidated Balance Sheets and reflected within the AOCI/L table below.

Index

Foreign Currency Contracts

The following table summarizes the activity of our foreign currency contracts designated as NIHs for the three months ended March 31 (in millions, except for weighted average forward rates and number of active contracts):


	2025								2024
	CAD			GBP		Total			CAD			GBP			Total
Notional amounts at January 1 ($)		163			432		595			516			432			948
New contracts ($)		-			-		-			47			92			139
Matured, expired or settled contracts ($)		(163	)		-		(163	)		(400	)		(93	)		(493	)
Notional amounts at March 31 ($)		-			432		432			163			431			594

Weighted average forward rate at March 31		-			1.26					1.36			1.25
Active contracts at March 31		-			4					2			4

Interest Rate Contracts

The following table summarizes the activity of our interest rate contracts designated as CFHs for the three months ended March 31 (in millions):


	2025									2024
	CAD			USD			Total			EUR			USD			Total
Notional amounts at January 1 ($)		-			280			280			700			550			1,250
New contracts ($)		139			325			464			-			-			-
Matured, expired or settled contracts ($)		(139	)		(180	)		(319	)		(171	)		(550	)		(721	)
Notional amounts at March 31 ($)		-			425			425			529			-			529

Designated Nonderivative Financial Instruments

The following table summarizes our debt and accrued interest, designated as a hedge of our net investment in international subsidiaries at the quarter ended (in millions):


	March 31, 2025		December 31, 2024
British pound sterling	$	1,760	$	1,763
Canadian dollar	$	1,244	$	758

The following table summarizes the unrealized gains (losses) in Foreign Currency, Derivative and Other Gains (Losses) and Other Income (Expense), Net in the Consolidated Statements of Income on the remeasurement of the unhedged portion of our euro-denominated and Chinese renminbi-denominated debt and accrued interest (in millions):


	Three Months Ended March 31,
	2025			2024
Unrealized gains (losses) on the unhedged portion	$	(22	)	$	10

Accumulated Other Comprehensive Income (Loss) ("AOCI/L")

The change in AOCI/L in the Consolidated Statements of Equity during the periods presented was due to the following: i) the currency translation adjustments ("CTA") that we recognize due to the translation of the financial statements of our consolidated subsidiaries, whose functional currency is not the U.S. dollar, into U.S. dollars; and ii) the change in the fair value of the effective portion of our derivative financial instruments that have been designated as NIHs and CFHs and the translation of the hedged portion of our debt.

Index

The following tables present these changes in AOCI/L (in thousands):


	Unrealized gains (losses) on CFHs (1)			Our share of derivatives from unconsolidated co-investment ventures		Derivative NIHs			Debt designated as nonderivative NIHs (2)			CTA			Total AOCI/L
Balance at January 1, 2025	$	(11,659	)	$	12,652	$	341,852		$	327,897		$	(790,957	)	$	(120,215	)
Other comprehensive income (loss), net		(5,752	)		2,874		(14,788	)		(61,215	)		(150,492	)		(229,373	)
Balance at March 31, 2025	$	(17,411	)	$	15,526	$	327,064		$	266,682		$	(941,449	)	$	(349,588	)


	Unrealized gains (losses) on CFHs			Our share of derivatives from unconsolidated co-investment ventures		Derivative NIHs		Debt designated as nonderivative NIHs (2)		CTA			Total AOCI/L
Balance at January 1, 2024	$	(45,744	)	$	8,414	$	310,526	$	254,102	$	(1,041,499	)	$	(514,201	)
Other comprehensive income (loss), net		19,096			5,149		16,162		14,369		174,030			228,806
Balance at March 31, 2024	$	(26,648	)	$	13,563	$	326,688	$	268,471	$	(867,469	)	$	(285,395	)

(1)

We estimate an additional expense of $2.9 million will be reclassified to Interest Expense in the Consolidated Statements of Income over the next 12 months from March 31, 2025, due to the amortization of settled derivatives designated as cash flow hedges.

(2)

Reclassification of amounts out of AOCI/L due to the remeasurement of the unhedged portion of our euro-denominated and Chinese renminbi-denominated debt and accrued interest is included within other comprehensive income (loss), net.

Fair Value Measurements

There have been no significant changes in our policy from what was disclosed in our Annual Report on Form 10-K for the year ended December 31, 2024.

Fair Value Measurements on a Recurring Basis

At March 31, 2025 and December 31, 2024, other than the derivatives discussed previously, we had no significant financial assets or financial liabilities that were measured at fair value on a recurring basis in the Consolidated Financial Statements. All of our derivatives held at March 31, 2025 and December 31, 2024, were classified as Level 2 of the fair value hierarchy.

Fair Value Measurements on Nonrecurring Basis

Acquired properties and assets we expect to sell or contribute are significant nonfinancial assets that met the criteria to be measured at fair value on a nonrecurring basis. At March 31, 2025 and December 31, 2024, we estimated the fair value of our properties using Level 2 or Level 3 inputs from the fair value hierarchy. See more information on our acquired properties in Note 2 and assets held for sale or contribution in Note 4.

Fair Value of Financial Instruments

At March 31, 2025 and December 31, 2024, the carrying amounts of certain financial instruments, including cash and cash equivalents, accounts and notes receivable, accounts payable and accrued expenses were representative of their fair values.

The differences in the fair value of our debt from the carrying value in the table below were the result of differences in interest rates or borrowing spreads that were available to us at March 31, 2025 and December 31, 2024, as compared with those in effect when the debt was issued or assumed, including lower borrowing spreads due to our credit ratings. See Note 5 for more information on our debt activity.

Index

The following table reflects the carrying amounts and estimated fair values of our debt (in thousands):


	March 31, 2025				December 31, 2024
	Carrying Value		Fair Value		Carrying Value		Fair Value
Credit facilities and commercial paper	$	532,132	$	532,391	$	224,966	$	224,966
Senior notes		29,390,246		27,438,063		28,322,163		26,095,901
Term loans and unsecured other		2,021,761		1,974,677		2,013,317		1,991,934
Secured mortgage		317,916		304,353		318,817		298,452
Total	$	32,262,055	$	30,249,484	$	30,879,263	$	28,611,253

NOTE 10. R****EPORTABLE SEGMENTS

Our current business strategy includes two reportable segments: Real Estate (Rental Operations and Development) and Strategic Capital. We generate revenues, earnings, net operating income and cash flows through our segments, as follows:

Real Estate Segment. This reportable segment represents the ownership and development of operating properties and is the largest component of our revenue and earnings. We collect rent from our customers through operating leases, including reimbursements for the majority of our property operating costs. The Real Estate Segment also includes development activities that lead to rental operations, including land held for development and properties currently under development, and other real estate investments, including renewable energy assets. Within this line of business, we utilize the following: (i) our land bank; (ii) the development and leasing expertise of our local teams; and (iii) our customer relationships.

Strategic Capital Segment. This reportable segment represents the management of unconsolidated co-investment ventures. We generate strategic capital revenues primarily from our unconsolidated co-investment ventures through asset management and property management services and we earn additional revenues by providing leasing, acquisition, construction, development, financing and disposition services. Depending on the structure of the venture and the returns provided to our partners, we also earn revenues through promotes periodically during the life of a venture or upon liquidation.

Our management Executive Committee (“EC”) is our Chief Operating Decision Maker (“CODM”) and regularly reviews operating results and makes strategic and operating decisions with regards to assessing performance and allocating resources based on our two reportable segments. The EC consists of the Chief Executive Officer; Chief Operating Officer; Chief Financial Officer; Chief Investment Officer; Managing Director, Global Strategic Capital; President; Chief Human Resources Officer; Chief Legal Officer and Chief Energy and Sustainability Officer. The operating results reviewed by the EC include net operating income (“NOI”), the measure most consistent with U.S. GAAP.

NOI from the Real Estate Segment is calculated directly from the Consolidated Statements of Income as Rental Revenues and Development Management and Other Revenues less Rental Expenses and Other Expenses.

NOI from the Strategic Capital Segment is calculated directly from the Consolidated Statements of Income as Strategic Capital Revenues less Strategic Capital Expenses.

Our EC analyzes the NOI of each reportable segment on a quarterly basis comparing actuals to prior period actuals, along with forecasted future amounts and utilizes operating metrics to understand and evaluate the performance of our operations and to allocate resources.

Below we present: (i) each reportable segment’s revenues from external customers to Total Revenues; (ii) each reportable segment’s expenses to Total Expenses; (iii) each reportable segment’s net operating income from external customers, calculated as each reportable segment's revenues less segment expenses, to Operating Income and Earnings Before Income Taxes; and (iv) each reportable segment’s assets to Total Assets.

The applicable components of Total Revenues, Total Expenses, Operating Income, Earnings Before Income Taxes and Total Assets in the Consolidated Financial Statements are allocated to each reportable segment’s revenues, expenses, net operating income and assets.

Items that are not directly assignable to a reportable segment, are not allocated but reflected as non-segment items (G&A expenses and real estate adjustments for depreciation and gains and losses on contributions and sales) due to how our CODM utilizes segment information for planning and execution of our business strategy.

Index

The following reportable segment net operating income and assets are presented in thousands:


	Three Months Ended March 31,
	2025			2024
Revenues:
Real estate segment:
U.S.	$	1,913,893		$	1,757,371
Other Americas		46,323			29,723
Europe		25,427			28,733
Asia		12,883			12,382
Total real estate segment		1,998,526			1,828,209
Strategic capital segment:
U.S.		48,368			46,103
Other Americas		21,174			16,285
Europe		51,011			44,800
Asia		20,586			21,224
Total strategic capital segment		141,139			128,412

Total revenues		2,139,665			1,956,621

Expenses:
Real estate segment:
U.S. (1)		(471,212	)		(444,750	)
Other Americas		(8,327	)		(6,830	)
Europe		(13,533	)		(9,959	)
Asia		(4,894	)		(4,962	)
Total real estate segment		(497,966	)		(466,501	)
Strategic capital segment:
U.S. (1)		(28,533	)		(40,957	)
Other Americas		(2,982	)		(6,322	)
Europe		(17,577	)		(21,708	)
Asia		(11,685	)		(9,824	)
Total strategic capital segment		(60,777	)		(78,811	)

Total expenses		(558,743	)		(545,312	)

Segment net operating income:
Real estate segment:
U.S. (1)		1,442,681			1,312,621
Other Americas		37,996			22,893
Europe		11,894			18,774
Asia		7,989			7,420
Total real estate segment		1,500,560			1,361,708
Strategic capital segment:
U.S. (1)		19,835			5,146
Other Americas		18,192			9,963
Europe		33,434			23,092
Asia		8,901			11,400
Total strategic capital segment		80,362			49,601

Total segment net operating income		1,580,922			1,411,309

Non-segment items:
General and administrative expenses		(114,701	)		(111,291	)
Depreciation and amortization expenses		(652,058	)		(637,505	)
Gains on dispositions of development properties and land, net		27,451			40,308
Gains on other dispositions of investments in real estate, net		36,799			17,534
Operating income		878,413			720,355

Earnings from unconsolidated entities, net		67,899			72,472
Interest expense		(231,751	)		(193,320	)
Foreign currency, derivative and other gains (losses) and other income (expense), net		(31,658	)		63,564
Gains (losses) on early extinguishment of debt, net		-			536
Earnings before income taxes	$	682,903		$	663,607

Index


	March 31, 2025		December 31, 2024
Segment assets:
Real estate segment:
U.S.	$	77,163,735	$	76,857,293
Other Americas		2,993,137		2,814,141
Europe		2,769,278		2,554,514
Asia		855,983		719,810
Total real estate segment		83,782,133		82,945,758
Strategic capital segment: (2)
U.S.		10,499		10,499
Europe		25,280		25,280
Asia		173		167
Total strategic capital segment		35,952		35,946
Total segment assets		83,818,085		82,981,704

Non-segment items:
Investments in and advances to unconsolidated entities		10,287,314		10,079,448
Assets held for sale or contribution		545,542		248,511
Cash and cash equivalents		671,117		1,318,591
Other assets		671,333		700,655
Total non-segment items		12,175,306		12,347,205
Total assets	$	95,993,391	$	95,328,909

(1)

This includes compensation and personnel costs for employees who were located in the U.S. but also support other geographies.

(2)

Represents management contracts and goodwill recorded in connection with business combinations associated with the Strategic Capital Segment. Goodwill was $25.3 million at March 31, 2025 and December 31, 2024.

NOTE 11. SUPPLEMENTAL CASH FLOW INFORMATION

Our significant noncash investing and financing activities for the three months ended March 31, 2025 and 2024 included the following:

We recognized lease right-of-use assets and lease liabilities related to leases in which we are the lessee within Other Assets and Other Liabilities on the Consolidated Balance Sheets, including any new leases, renewals and modifications of $34.1 million in 2025 and $7.1 million in 2024 for both assets and liabilities.

We capitalized $11.6 million and $15.5 million in 2025 and 2024, respectively, of equity-based compensation expense.

We received $19.7 million in 2025 and $85.1 million in 2024 of ownership interests in certain unconsolidated co-investment ventures, primarily as a portion of our proceeds from the contribution of properties to these entities.

We issued 1.3 million and 1.1 million shares in 2025 and 2024, respectively, of the Parent’s common stock upon redemption of an equal number of common limited partnership units in the OP.

We reinvested a distribution from an unconsolidated co-investment venture of $51.1 million in 2024.

We recognized a $150.1 million liability for installment payments related to an acquisition of land in 2024. This liability was paid in full at March 31, 2025.

We paid $269.4 million and $210.7 million for interest, net of amounts capitalized, during the three months ended March 31, 2025 and 2024, respectively.

We paid $44.0 million and $58.1 million for income taxes, net of refunds, during the three months ended March 31, 2025 and 2024, respectively.

Index

Re****port of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

Prologis, Inc.:

Results of Review of Interim Financial Information

We have reviewed the consolidated balance sheet of Prologis, Inc. and subsidiaries (the Company) as of March 31, 2025, the related consolidated statements of income, comprehensive income, equity, and cash flows for the three-month periods ended March 31, 2025 and 2024, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of December 31, 2024, and the related consolidated statements of income, comprehensive income, equity, and cash flows for the year then ended (not presented herein); and in our report dated February 14, 2025, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2024 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This consolidated interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with the standards of the PCAOB. A review of consolidated interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ KPMG LLP

Denver, Colorado April 29, 2025

Index

Report of Independent Registered Public Accounting Firm

To the Partners of Prologis, L.P. and the Board of Directors of Prologis, Inc.:

Results of Review of Interim Financial Information

We have reviewed the consolidated balance sheet of Prologis, L.P. and subsidiaries (the Operating Partnership) as of March 31, 2025, the related consolidated statements of income, comprehensive income, capital, and cash flows for the three-month periods ended March 31, 2025 and 2024, and the related notes (collectively, the consolidated interim financial information). Based on our reviews, we are not aware of any material modifications that should be made to the consolidated interim financial information for it to be in conformity with U.S. generally accepted accounting principles.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Operating Partnership as of December 31, 2024, and the related consolidated statements of income, comprehensive income, capital, and cash flows for the year then ended (not presented herein); and in our report dated February 14, 2025, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying consolidated balance sheet as of December 31, 2024 is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This consolidated interim financial information is the responsibility of the Operating Partnership’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Operating Partnership in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

/s/ KPMG LLP

Denver, Colorado April 29, 2025

Index

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