Debt

12 Months Ended

Dec. 31, 2023

Debt Disclosure [Abstract]

Debt

NOTE 8. DEBT

All debt is incurred by the OP or its consolidated subsidiaries. The following table summarizes our debt at December 31 (dollars in thousands):

	2023					2022
	Weighted Average			Amount		Weighted Average			Amount
	Interest Rate (1)	Years (2)		Outstanding (3)		Interest Rate (1)	Years (2)		Outstanding (3)
Credit facilities	5.9%		3.1	$	979,313	4.2%		2.8	$	1,538,461
Senior notes (4)	2.9%		10.1		25,311,647	2.3%		10.3		19,786,253
Term loans and      unsecured other	2.8%		3.7		2,330,520	2.3%		4.9		2,106,592
Secured mortgage (5)	3.9%		3.4		379,021	3.0%		4.3		444,655
Total	3.0%		9.3	$	29,000,501	2.5%		9.2	$	23,875,961

(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 swaps, 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 at December 31 were borrowings denominated in the following currencies:

	2023								2022
	Weighted Average Interest Rate			Amount Outstanding		% of Total			Weighted Average Interest Rate			Amount Outstanding		% of Total
British pound sterling		2.1	%	$	1,299,628		4.5	%		2.1	%	$	1,228,483		5.1	%
Canadian dollar		5.0	%		829,886		2.9	%		4.5	%		814,491		3.4	%
Chinese renminbi		3.7	%		241,820		0.8	%	-				-	-
Euro		2.0	%		10,083,601		34.8	%		1.3	%		7,991,301		33.5	%
Japanese yen		1.0	%		3,085,970		10.6	%		1.0	%		3,308,009		13.9	%
U.S. dollar		4.1	%		13,459,596		46.4	%		3.6	%		10,533,677		44.1	%
Total		3.0	%	$	29,000,501		100.0	%		2.5	%	$	23,875,961		100.0	%

(4)Senior notes are due from February 2024 to June 2061 with effective interest rates ranging from 0.3% to 5.4% at December 31, 2023.

(5)Secured mortgage debt is due from June 2024 to September 2033 with effective interest rates ranging from 2.5% to 8.1% at December 31, 2023. The debt was principally secured by 21 operating properties, two prestabilized properties and one land parcel with an aggregate undepreciated cost of $1.1 billion at December 31, 2023.

Credit Facilities

We have a global senior credit facility (the “2022 Global Facility”) with a borrowing capacity of $3.0 billion (subject to currency fluctuations). On April 5, 2023, we amended and restated our 2021 global senior credit facility (the "2021 Global Facility") as the 2023 Global Facility, increasing its borrowing capacity to $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"). On August 25, 2023, we amended and restated the Yen Credit Facility, increasing its borrowing capacity by ¥3.5 billion for total commitments of ¥58.5 billion ($413.5 million at December 31, 2023). We have the ability to increase the borrowing capacity of the Yen Credit Facility to ¥75.0 billion ($530.1 million at December 31, 2023), subject to obtaining additional lender commitments. The Yen Credit Facility is initially scheduled to 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 original maturity of our borrowings under the Credit Facilities ranges from overnight to three months. The following table summarizes information about our Credit Facility activity and available liquidity (dollars in millions):

	2023			2022			2021
Credit Facility activity for the years ended December 31:
Weighted average daily interest rate		4.3	%		1.7	%		1.3	%
Weighted average daily borrowings	$	411		$	519		$	60
Maximum borrowings outstanding at any month-end	$	1,587		$	1,538		$	491
Available liquidity at December 31:
Aggregate lender commitments
Credit Facilities	$	6,477		$	5,441		$	4,940
Less:
Borrowings outstanding		979			1,538			491
Outstanding letters of credit		24			38			7
Current availability	$	5,474		$	3,865		$	4,442
Cash and cash equivalents		530			278			556
Total liquidity	$	6,004		$	4,143		$	4,998

Senior Notes

The senior notes are unsecured and our obligations are effectively subordinated in certain respects to any of our debt that is secured by a lien on real property, to the extent of the value of such real property. The senior notes require interest payments be made quarterly, semi-annually or annually. The majority of the senior notes are redeemable at any time at our option, subject to certain prepayment penalties. Such repurchase and other terms are governed by the provisions of indenture agreements, various note purchase agreements or trust deeds. The following table summarizes the issuances of senior notes during 2023 (principal in thousands):

	Aggregate Principal				Issuance Date Weighted Average
Issuance Date	Borrowing Currency		USD (1)		Interest Rate	Years		Maturity Dates
January	€	1,250,000	$	1,354,125	4.1%		13.8	January 2030 – 2043
March	$	1,200,000	$	1,200,000	4.9%		17.7	June 2033 – 2053
May	€	750,000	$	808,425	4.6%		10.0	May 2033
June	$	2,000,000	$	2,000,000	5.1%		13.2	June 2028 – 2053
Total			$	5,362,550	4.7%		13.9

(1)The exchange rate used to calculate into U.S. dollars was the spot rate at the settlement date.

Early Extinguishment of Debt

We repurchased, redeemed or repaid certain debt before the maturity date in an effort to reduce our borrowing costs and extend our debt maturities. As a result, the difference between the recorded debt (including premiums, discounts and related debt issuance costs) and the consideration we paid to retire the debt, including fees, was recognized as gains or losses. Fees associated with the restructuring of debt that meets the modification criteria, along with existing unamortized premium or discount and debt issuance costs, are amortized over the term of the new debt.

We recognized $3.3 million of gains and $20.2 million and $187.5 million of losses on the early extinguishment of debt in 2023, 2022 and 2021, respectively. The losses during 2021 were driven by the redemption of $1.5 billion of senior notes with a weighted average interest rate of 3.6% and stated maturities between 2024 and 2025.

Term Loans

The following table summarizes our outstanding term loans at December 31 (dollars and borrowing currency in thousands):

Term Loan	Borrowing Currency	Issuance Date		Lender Commitment at 2023				Amount Outstanding at 2023			Amount Outstanding at 2022			Interest Rate	Maturity Date
				Borrowing Currency		USD		USD			USD
March 2017 Yen      Term Loan (1)	JPY	March 2017	¥		12,000,000	$	84,820	$	84,820		$	90,994		0.9% and 1.0%	March 2027 – 2028
October 2017 Yen      Term Loan	JPY	October 2017	¥		10,000,000	$	70,684		70,684			75,828		0.9%	October 2032
December 2018 Yen      Term Loan (1)	JPY	December 2018	¥		20,000,000	$	141,368		141,368			151,656		1.2% and TIBOR + 0.7%	December 2031 – June 2033
January 2019 Yen      Term Loan (1)	JPY	January 2019	¥		15,000,000	$	106,026		106,026			113,742		TIBOR + 0.5% to 0.6%	January 2028 – 2030
March 2019 Yen      Term Loan	JPY	March 2019	¥		85,000,000	$	600,812		600,812			644,540		TIBOR + 0.4%	March 2026
June 2022 Yen      Term Loan (1)	JPY	June 2022	¥		25,000,000	$	176,710		176,710			189,570		1.1% and 1.2%	June 2032 – 2034
2022 Canadian      Term Loan (2)	CAD	August 2022	C$		300,000	$	226,403		226,403			221,593		CDOR + spread	August 2025
2022 U.S. Dollar      Term Loan	USD	October 2022	$		500,000	$	500,000		500,000			500,000		SOFR + 0.8%	March 2025
December 2022 Yen      Term Loan	JPY	December 2022	¥		15,000,000	$	106,026		106,026			113,742		1.4%	December 2033
2023 Yen      Term Loan	JPY	April 2023	¥		10,000,000	$	70,684		70,684			-		1.5%	April 2031
2023 Chinese      Term Loan (1)	CNH	September 2023	CN¥		1,720,000	$	242,845		242,845			-		3.5% and 3.6%	September 2024 – 2026
Subtotal									2,326,378			2,101,665
Debt issuance costs, net									(4,683	)		(5,007	)
Total term loans								$	2,321,695		$	2,096,658

(1)This term loan includes more than one lender commitment each bearing a different interest rate and maturity date.

(2)Our term loan in Canada ("2022 Canadian Term Loan") bears interest at the Canadian Dollar Offered Rate ("CDOR") plus a spread over the applicable benchmark. As the CDOR interest rate will transition to the Canadian Overnight Repo Rate Average prior to June 28, 2024, we anticipate modifying the interest rate on this loan prior to this transition and do not expect it to have a material impact on our Consolidated Financial Statements.

Long-Term Debt Maturities

Scheduled principal payments due on our debt for each year through the period ended December 31, 2028, and thereafter were as follows at December 31, 2023 (in thousands):

	Unsecured
		Credit		Senior			Term Loans			Secured
Maturity		Facilities		Notes			and Other			Mortgage			Total
2024 (1) (2)		$	-	$	331,500		$	101,656		$	97,363		$	530,519
2025 (3)			-		35,342			727,338			177,442			940,122
2026 (4)			355,000		1,317,668			742,053			3,980			2,418,701
2027 (5)			624,313		1,741,171			50,535			4,156			2,420,175
2028			-		2,589,430			104,612			3,041			2,697,083
Thereafter			-		19,876,190			608,418			86,094			20,570,702
Subtotal			979,313		25,891,301			2,334,612			372,076			29,577,302
Unamortized premiums      (discounts), net			-		(465,832	)		591			7,936			(457,305	)
Unamortized debt issuance      costs, net			-		(113,822	)		(4,683	)		(991	)		(119,496	)
Total		$	979,313	$	25,311,647		$	2,330,520		$	379,021		$	29,000,501

(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.

(2)Included in the 2024 maturities was the 2023 Chinese Term Loan ($101.7 million at December 31, 2023) that can be extended until 2026, subject to the prevailing interest rate at the time of extension.

(3)Included in the 2025 maturities was the 2022 Canadian Term Loan ($226.4 million at December 31, 2023) that can be extended until 2027.

(4)Included in the 2026 maturities was the 2022 Global Facility ($355.0 million at December 31, 2023) that can be extended until 2027.

(5)Included in the 2027 maturities was the 2023 Global Facility ($624.3 million at December 31, 2023) that can be extended until 2028.

Interest Expense

The following table summarizes the components of interest expense for the years ended December 31 (in thousands):

	2023 (1)			2022			2021
Gross interest expense	$	683,363		$	345,398		$	299,115
Amortization of debt discounts (premiums), net		51,980			6,602			(7,478	)
Amortization of debt issuance costs, net		22,609			17,134			16,134
Interest expense before capitalization	$	757,952		$	369,134		$	307,771
Capitalized amounts		(116,620	)		(60,097	)		(41,543	)
Net interest expense	$	641,332		$	309,037		$	266,228
Total cash paid for interest, net of amounts capitalized	$	457,021		$	234,131		$	278,861

(1)Interest expense increased in 2023, as compared to 2022, principally due to the financing of acquisition and development activity through the issuance of senior notes in 2023, the assumption of $4.2 billion of debt in the Duke Transaction which was marked to fair value in October 2022 and higher interest rates on new issuances and our credit facilities. We issued $5.4 billion of senior notes during 2023 and $3.3 billion during 2022, with a weighted average interest rate of 4.7% and 2.3%, respectively, at the issuance date.

Financial Debt Covenants

Our senior notes, term loans and Credit Facilities outstanding at December 31, 2023 were subject to certain financial covenants under their related documents. At December 31, 2023, 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.