pld-8k_20210126.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

--------------

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 26, 2021

Prologis, Inc.

Prologis, L.P.

(Exact name of registrant as specified in charter)


Maryland (Prologis, Inc.) Delaware (Prologis, L.P.) (State or other jurisdiction of Incorporation)		001-13545 (Prologis, Inc.) 001-14245 (Prologis, L.P.) (Commission File Number)		94-3281941 (Prologis, Inc.) 94-3285362 (Prologis, L.P.) (I.R.S. Employer Identification No.)


Pier 1, Bay 1, San Francisco, California		94111

(Address of Principal Executive Offices)		(Zip Code)

Registrants’ Telephone Number, including Area Code: (415) 394-9000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

	Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Prologis, Inc.	Common Stock, $0.01 par value	PLD	New York Stock Exchange
Prologis, L.P.	3.375% Notes due 2024	PLD/24	New York Stock Exchange
Prologis, L.P.	3.000% Notes due 2026	PLD/26	New York Stock Exchange
Prologis, L.P.	2.250% Notes due 2029	PLD/29	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02.

Results of Operations and Financial Condition (Prologis, Inc.) and

Item 7.01.

Regulation FD Disclosure (Prologis, Inc. and Prologis, L.P.).

On January 26, 2021, Prologis, Inc., the general partner of Prologis, L.P., issued a press release announcing fourth quarter 2020 financial results. A copy of the supplemental information as well as the press release is furnished with this report as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.

The information in this report and the exhibits attached hereto is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to Items 2.02 and 7.01 of Form 8-K will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1	Supplemental information, dated January 26, 2021.

99.2	Press release, dated January 26, 2021.

104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	PROLOGIS, INC.

January 26, 2021	By:	/s/ Thomas S. Olinger
		Name:Thomas S. Olinger
		Title:Chief Financial Officer

	PROLOGIS, L.P.,
January 26, 2021	By: Prologis, Inc., its general partner

	By:	/s/ Thomas S. Olinger
		Name:Thomas S. Olinger
		Title:Chief Financial Officer

Prologis Supplemental Information Fourth Quarter 2020 Unaudited Prologis Park Bromford Gate, Birmingham, UK

4Q 2020 Supplemental Highlights 1 Company Profile 2 Company Performance 4 Prologis Leading Indicators and Proprietary Metrics 5 Guidance Financial Information 6 Consolidated Balance Sheets 7 Consolidated Statements of Income 8 Reconciliations of Net Earnings to FFO 9 Reconciliations of Net Earnings to Adjusted EBITDA Strategic Capital 10 Summary and Financial Highlights 11 Operating and Balance Sheet Information of the Unconsolidated Co-Investment Ventures 12 Non-GAAP Pro-Rata Financial Information Operations 13 Overview 14 Operating Metrics 16 Operating Portfolio 19 Customer Information Capital Deployment 20 Overview 21 Development Stabilizations 22 Development Starts 23 Development Portfolio 24 Third Party Acquisitions 25 Dispositions and Contributions 26 Land Portfolio Capitalization 28 Overview 29 Debt Components - Consolidated 30 Debt Components - Noncontrolling Interests and Unconsolidated Net Asset Value 31 Components Notes and Definitions 33 Notes and Definitions (A) Terms used throughout document are defined in the Notes and Definitions Copyright © 2020 Prologis

4,703 Buildings Overview * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. NOI calculation based on Prologis share of the Operating Portfolio. 4Q 2020 Supplemental Prologis, Inc., is the global leader in logistics real estate with a focus on high-barrier, high-growth markets. As of December 31, 2020, the company owned or had investments in, on a wholly owned basis or through co-investment ventures, properties and development projects expected to total approximately 984 million square feet (91 million square meters) in 19 countries. Prologis leases modern logistics facilities to a diverse base of approximately 5,500 customers principally across two major categories: business-to-business and retail/online fulfillment. On January 8, 2020, Prologis U.S. Logistics Venture (consolidated co-investment venture) and Prologis Targeted U.S. Logistics Fund (unconsolidated co-investment venture) completed the acquisition of Industrial Property Trust (IPT) for $2.0 billion each. On February 4, 2020, Prologis completed the acquisition of Liberty Property Trust (LPT) for approximately $13.0 billion, through the issuance of equity and the assumption of debt. These results include the operations of both acquisitions from these dates forward. 984M Square Feet ~$14B Build Out of Land (TEI) U.S. 617M SF 80% of NOI*(A) Other Americas 67M SF 6% of NOI*(A) Europe 200M SF 11% of NOI*(A) Asia 100M SF 3% of NOI*(A)

Highlights * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. 4Q 2020 Prologis Share of NOI of the Operating Portfolio annualized. 4Q 2020 third-party share of asset management fees annualized plus trailing twelve month third-party share of transactional fees and net promotes. Prologis Share of trailing twelve month Estimated Value Creation from development stabilizations. Mexico is included in the U.S. as it is U.S. dollar functional. Company Profile 1 4Q 2020 Supplemental

Highlights * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Company Performance 4Q 2020 Supplemental 2 Core FFO* AFFO* Estimated Value Creation - Stabilizations

* This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Core FFO* in millions AFFO* in millions Estimated Value Creation in millions Asset Management Fees and Net Promotes in millions Highlights Company Performance 4Q 2020 Supplemental 3

*Please see our Notes and Definitions for further explanation. New Lease Proposals in millions of square feet U.s. IBI activity index Lease negotiation Gestation- rolling Avg quarterly trend in days U.S. space utilization Highlights Prologis Leading Indicators and Proprietary Metrics* 4Q 2020 Supplemental 4 Average 10

Highlights * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Our guidance for 2021 is based on management’s current beliefs and assumptions about our business, the industry and the markets in which we operate. COVID-19 has disrupted financial markets and global, national and local economies. Given the dynamic nature of the pandemic, it is difficult to predict the impact on our future results. Please refer to “Forward-Looking Statements” and “Risk Factors” referred to in our reports filed with the Securities and Exchange Commission for more information. The difference between Core FFO and Net Earnings predominately relates to real estate depreciation and gains or losses on real estate transactions. See the Notes and Definitions for more information. We are further adjusting Core FFO to exclude $0.02 of net promote expense. The expense relates to amortization of stock compensation issued to employees related to promote income recognized in prior periods. Guidance (A) 4Q 2020 Supplemental 5

Financial Information Consolidated Balance Sheets 4Q 2020 Supplemental 6

Financial Information Consolidated Statements of Income 4Q 2020 Supplemental 7

Financial Information * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Reconciliations of Net Earnings to FFO* 4Q 2020 Supplemental 8

Financial Information * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Reconciliations of Net Earnings to Adjusted EBITDA* 4Q 2020 Supplemental 9

Strategic Capital * The next promote opportunity is related to the stabilization of individual development project(s). Values represent the entire venture at 100%, not Prologis’ proportionate share. Values are presented at Prologis’ adjusted basis derived from the ventures’ U.S. GAAP information and may not be comparable to values reflected in the ventures’ stand alone financial statements calculated on a different basis. Throughout this document we use the most recent public information for these co-investment ventures. Summary and Financial Highlights 4Q 2020 Supplemental 10

Strategic Capital * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Values represent the entire venture at 100%, not Prologis proportionate share. Values are presented at Prologis’ adjusted basis derived from the ventures’ U.S. GAAP information and may not be comparable to values reflected in the ventures’ stand alone financial statements calculated on a different basis. Operating and Balance Sheet Information of the Unconsolidated Co-Investment Ventures (at 100%) (A) 4Q 2020 Supplemental 11

Strategic Capital * This is a non-GAAP financial measure, please see our Notes and Definitions for further explanation. See our Notes and Definitions for further explanation of how these amounts are calculated. This balance includes the deferred portion of gains on the contribution of our properties to the ventures prior to 2018, net of any additional costs, included in our investment in the venture. Non-GAAP Pro-Rata Financial Information (A) 4Q 2020 Supplemental 12

* This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Occupancy Customer Retention Same Store Change Over Prior Year – Prologis Share* Rent Change – Prologis Share Operations Overview 4Q 2020 Supplemental 13 Trailing four quarters – net effective

Operations Amounts exclusive of leases of less than one year, unless otherwise noted. Operating Metrics – Owned and Managed 4Q 2020 Supplemental 14

Operations * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Operating Metrics – Owned and Managed 4Q 2020 Supplemental 15 CAPITAL EXPENDITURES Thousands, except for percentages SAME STORE INFORMATION Thousands, except for percentages PROPERTY IMPROVEMENTS PER SQUARE FOOT TURNOVER COSTS ON LEASES COMMENCED COMPOSITION OF PORTFOLIO (by Unit Size) Free rent as a % of lease value – trailing four quarters 2.4% 2.2% 2.4% 2.7% 2.8% Occupancy 92.6% 96.7% 98.2% 98.9% Trailing four quarter average Quarterly total As a % of lease value Per square foot ($)

Operations Operating Portfolio(A) – Square Feet, Occupied and Leased 4Q 2020 Supplemental 16 Data in the Operating Portfolio excludes non-strategic industrial properties acquired from IPT and LPT due to our intent not to hold long-term. These properties are classified as Assets Held for Sale and Other Real Estate Investments. This data excludes 33 million square feet related to non-strategic industrial properties.

Operations This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. This data excludes $38 million of NOI related to non-strategic industrial properties. Operating Portfolio – NOI* and Gross Book Value 4Q 2020 Supplemental 17

Operations * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Operating Portfolio – Summary by Division 4Q 2020 Supplemental 18

Operations We have signed leases, that were due to expire, totaling 48 million square feet in our owned and managed portfolio (4.9% of total net effective rent) and 27 million square feet on a Prologis share basis (4.4% of total net effective rent). These are excluded from 2021 expirations and are reflected at their respective expiration year. Customer Information 4Q 2020 Supplemental 19

Development Starts (TEI) in millions Development Stabilizations (TEI) dollars in millions Building Acquisitions and M&A Activity Land Portfolio in millions Capital Deployment Overview – Prologis Share 4Q 2020 Supplemental 20 Outside the U.S. U.S. - This calculation is on an owned and managed basis. The estimated build out includes the land portfolio and the other land that we could develop through options, ground leases, unconsolidated joint ventures and other contractual arrangements. in millions

Capital Deployment Development Stabilizations 4Q 2020 Supplemental 21

Capital Deployment TEI amount includes development starts on yards and parking lots that will be included in Other Real Estate Investments upon completion. Development Starts 4Q 2020 Supplemental 22

Capital Deployment Development Portfolio 4Q 2020 Supplemental 23

Capital Deployment Third Party Acquisitions 4Q 2020 Supplemental 24

Capital Deployment Dispositions and Contributions 4Q 2020 Supplemental 25

Capital Deployment Land Portfolio – Owned and Managed 4Q 2020 Supplemental 26

Capital Deployment Amounts include approximately 3,000 acres that we could develop through options, ground leases, unconsolidated joint ventures and other contractual arrangements. Land Portfolio – Summary and Roll Forward 4Q 2020 Supplemental 27

Capitalization * This is a non-GAAP financial measure. Please see our Notes and Definitions for detailed calculation. Mexico is included in the U.S. as it is U.S. dollar functional. The detail calculations are included in the Notes and Definitions section and are not in accordance with the applicable SEC rules. A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time by the rating organization. Overview 4Q 2020 Supplemental 28 ASSETS UNDER MANAGEMENT (dollars in millions) Enterprise Value AUM by Geography Market Equity U.S. DOLLAR EXPOSURE (dollars in millions) Enterprise Value Debt U.S. Dollar(A) 29.2% U.S. Dollar (A) 83.1% Outside U.S. 16.9% Outside U.S. 70.8% DEBT BY CURRENCY- PROLOGIS SHARE UNENCUMBERED ASSETS – PROLOGIS SHARE (in billions) AUM by Ownership

Capitalization The maturity for the global senior credit facility ($172 million) and a certain term loan ($250 million) are reflected at the extended maturity date as the extension is at our option. We manage our exposure to changes in foreign currency exchange rates using foreign currency forward contracts, including those that are accounted for as net investment hedges, to economically reduce our exposure to fluctuations in foreign currency rates. The effect is reflected in the table under Investment Hedges. See also page 28 for our market equity exposure by currency. Debt Components - Consolidated 4Q 2020 Supplemental 29

Capitalization Refer to Notes and Definitions under Non-GAAP Pro-Rata Financial Information for further explanation on how these amounts are calculated. The maturity of certain unsecured debt (Prologis Share $671 million) is reflected at the extended maturity dates as the extensions are at the entity’s option. We manage our exposure to changes in foreign currency exchange rates using foreign currency forward contracts, including those that are accounted for as net investment hedges, to economically reduce our exposure to fluctuations in foreign currency rates. The effect is reflected in the table under Investment Hedges. See also page 28 for our market equity exposure by currency. Debt Components - Noncontrolling Interests and Unconsolidated (A) 4Q 2020 Supplemental 30

Net Asset Value * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Components – Prologis Share 4Q 2020 Supplemental 31

Net Asset Value For the quarter, promote revenue was $13 million, less promote cash expense of $2 million, tax expense of $1 million and promote amortization expense of $8 million. Components - continued 4Q 2020 Supplemental 32

Notes and Definitions Prologis Fokker Park, Oude Meer, the Netherlands

Notes and Definitions 4Q 2020 Supplemental 34

Notes and Definitions (continued) 4Q 2020 Supplemental 35

Notes and Definitions (continued) 4Q 2020 Supplemental 36

Notes and Definitions (continued) 4Q 2020 Supplemental 37

Notes and Definitions (continued) 4Q 2020 Supplemental 38

Notes and Definitions (continued) 4Q 2020 Supplemental 39

Notes and Definitions (continued) 4Q 2020 Supplemental 40

Notes and Definitions (continued) 4Q 2020 Supplemental 41

FOR IMMEDIATE RELEASE

Prologis Reports Fourth Quarter and Full Year 2020 Earnings Results

SAN FRANCISCO (January 26, 2021) – Prologis, Inc. (NYSE: PLD), the global leader in logistics real estate, reported results for the fourth quarter of 2020.

Net earnings per diluted share was $0.38 for the quarter and $2.01 for the year compared with $0.61 and $2.46 for the same periods in 2019. The decline in 2020 was due to lower gains on dispositions and higher costs from early extinguishment of debt.

Core funds from operations (Core FFO)* per diluted share was $0.95 for the quarter, compared with $0.84 for the same period in 2019. For the full year 2020, Core FFO per diluted share was $3.80 compared with $3.31 for the same period in 2019. Core FFO for full-year periods 2020 and 2019 included net promote income per diluted share of $0.22 and $0.18, respectively.

“The work we have done to create the best-in-class portfolio and the most efficient cost structure in the industry is delivering exceptional financial results,” said Hamid R. Moghadam, chairman and CEO, Prologis. “The pandemic has pushed global supply chains to their limits. Increased e-commerce adoption and the rebuilding of inventories to meet consumer demand are structural forces in the logistics environment that will take years to play out.”

Moghadam added, “The Prologis platform provides us with the ability to create value for our customers beyond our real estate from our unmatched purchasing power and significant investments in technology, innovation and data.”

OPERATING PERFORMANCE


Owned & Managed	4Q20	Notes
Average Occupancy	95.8%	Up 50bps from Q3 2020
Leases Commenced	45.0MSF	36.6MSF operating portfolio and 8.4MSF development portfolio
Retention	78.4%	Up 560bps from 3Q 2020


Prologis Share	4Q20	Notes
Net Effective Rent Change	28.0%	Led by U.S. at 32.1%, a 2020 high watermark
Cash Rent Change	13.4%
Cash Same Store NOI*	3.0%	Led by U.S. at 3.5%

DEPLOYMENT ACTIVITY


Prologis Share	4Q20	FY2020
Building Acquisitions	$397M	$912M
Weighted avg stabilized cap rate	4.1%	4.2%
Development Stabilizations	$919M	$2,493M
Estimated weighted avg yield	6.0%	6.3%
Estimated weighted avg margin	32.7%	37.8%
Estimated value creation	$301M	$942M
Development Starts	$1,352M	$2,112M
Estimated weighted avg margin	22.6%	24.9%
Estimated value creation	$289M	$507M
% Build-to-suit	28.3%	39.9%
Total Dispositions and Contributions	$815M	$2,435M
Weighted avg stabilized cap rate (excluding land and other real estate)	5.0%	5.0%

BALANCE SHEET & LIQUIDITY

During 2020, Prologis and its co-investment ventures issued $10.4 billion of debt at a weighted average interest rate of 1.8 percent and a weighted average term of approximately 12 years. This activity includes $6.3 billion in bond raises, including $2.2 billion in green bonds issued at a weighted average rate of 1.1 percent.

Debt as a percentage of total market capitalization was 20.0 percent and the company’s weighted average rate on its share of total debt was 2.0 percent with a weighted average remaining term of 9.7 years. At December 31, the company’s unconsolidated co-investment ventures had liquidity of approximately $3.0 billion and a loan-to-value ratio of approximately 19 percent. The combined investment capacity of Prologis and its open-ended vehicles, at levels in line with their current credit ratings, is over $13 billion.

2021 GUIDANCE

“Year-over-year growth at the midpoint, excluding promotes, is forecasted to be more than 10%. Promote revenue will be negligible in 2021, and we expect to recognize two cents of net promote expense related to the amortization of costs from prior period promotes,” said Thomas S. Olinger, chief financial officer, Prologis. “We expect to generate over $1.0 billion in free cash flow after dividends and maintain a low dividend AFFO payout ratio in the mid-60% range."

Olinger added, "Since the ProLogis/AMB merger, our earnings CAGR of 9.5% has outperformed other logistics REITs¹ by more than 350 basis points annually. This is the result of the work we have done over the last 10 years building the premier portfolio that is critical to today’s supply chain and centered squarely on our customers.”

2021 GUIDANCE²

Earnings (per diluted share)


Net Earnings	$2.36 to $2.52
Core FFO*	$3.88 to $3.98
Core FFO, excluding net promote expense*³	$3.90 to $4.00

Operations


Average occupancy	95.50% to 96.50%
Cash Same Store NOI* - PLD share	3.50% to 4.50%

Strategic Capital (in millions)

Strategic capital revenue,

excl promote revenue

$435 to $450

Net promote income (expense)³

($16)

G&A (in millions)


General & administrative expenses	$290 to $300

Capital Deployment (in millions) Prologis Share Owned and Managed


Development stabilizations	$1,900 to $2,100	$2,500 to $2,800
Development starts	$2,300 to $2,700	$2,700 to $3,100
Building acquisitions	$400 to $800	$1,000 to $2,000
Building contributions	$1,400 to $1,700	$1,800 to $2,200
Building and land dispositions	$1,000 to $1,400	$1,400 to $2,000
Net proceeds (Uses)	($300) to ($400)	($500) to ($900)
Realized development gains - PLD share	$500 to $600

Other Logistics REITs include DRE, EGP, FR, REXR, STAG, TRNO.

At the midpoint, this includes approximately 30 basis points of bad debt expense.

We are further adjusting Core FFO to exclude $0.02 of net promote expense. The expense relates to amortization of stock compensation issued to employees related to promote income recognized in prior periods.

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

The earnings guidance described above includes potential gains recognized from real estate transactions but excludes any future or potential foreign currency or derivative gains or losses as our guidance assumes constant foreign currency rates. In reconciling from net earnings to Core FFO*, Prologis makes certain adjustments, including but not limited to real estate depreciation and amortization expense, gains (losses) recognized from real estate transactions and early extinguishment of debt, impairment charges, deferred taxes and unrealized gains or losses on foreign currency or derivative activity. The difference between the company's Core FFO* and net earnings guidance for 2020 relates predominantly to these items. Please refer to our fourth quarter Supplemental Information, which is available on our Investor Relations website at http://ir.prologis.com and on the SEC’s website at www.sec.gov for a definition of Core FFO* and other non-GAAP measures used by Prologis, along with reconciliations of these items to the closest GAAP measure for our results and guidance.

January 26, 2021, CALL DETAILS
The call will take place on Tuesday, January 26, 2021, at 9:00 a.m. PT/12:00 p.m. ET. To access a live broadcast of the call, please dial +1 (833) 968-2252 (toll-free from the United States and Canada) or +1 (778) 560-2807 (from all other countries) and enter conference code 1358007. A live webcast can be accessed from the Investor Relations section of www.prologis.com.

ABOUT PROLOGIS
Prologis, Inc. is the global leader in logistics real estate with a focus on high-barrier, high-growth markets. As of December 31, 2020, the company owned or had investments in, on a wholly owned basis or through co-

investment ventures, properties and development projects expected to total approximately 984 million square feet (91 million square meters) in 19 countries. Prologis leases modern logistics facilities to a diverse base of approximately 5,500 customers principally across two major categories: business-to-business and retail/online fulfillment.

FORWARD-LOOKING STATEMENTS

The statements in this document that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate as well as management's beliefs and assumptions. Such statements involve uncertainties that could significantly impact our financial results. Words such as "expects," "anticipates," "intends," "plans," "believes," "seeks," and "estimates," including variations of such words and similar expressions, are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to rent and occupancy growth, development activity, contribution and disposition activity, general conditions in the geographic areas where we operate, our debt, capital structure and financial position, our ability to form new co-investment ventures and the availability of capital in existing or new co-investment ventures — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained and, therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) national, international, regional and local economic and political climates; (ii) changes in global financial markets, interest rates and foreign currency exchange rates; (iii) increased or unanticipated competition for our properties; (iv) risks associated with acquisitions, dispositions and development of properties; (v) maintenance of real estate investment trust status, tax structuring and changes in income tax laws and rates; (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings; (vii) risks related to our investments in our co-investment ventures, including our ability to establish new co-investment ventures; (viii) risks of doing business internationally, including currency risks; (ix) environmental uncertainties, including risks of natural disasters; (x) risks related to the current coronavirus pandemic; and (xi) those additional factors discussed in reports filed with the Securities and Exchange Commission by us under the heading "Risk Factors." We undertake no duty to update any forward-looking statements appearing in this document except as may be required by law.

CONTACTS

Investors: Tracy Ward, +1 415 733 9565, [email protected], San Francisco

Media: Melissa Sachs, +1 415 733 9597, [email protected], San Francisco