Unconsolidated Entities

12 Months Ended

Dec. 31, 2024

Equity Method Investments and Joint Ventures [Abstract]

NOTE 5. 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 11 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 at December 31 (in thousands):


	2024		2023
Unconsolidated co-investment ventures	$	9,274,762	$	8,379,265
Other ventures (1)		804,686		1,164,705
Total	$	10,079,448	$	9,543,970

(1)

In 2024, we acquired our partners' interest in an unconsolidated venture and began consolidating the properties.

Unconsolidated Co-Investment Ventures

The following table summarizes our investments in the individual co-investment ventures at December 31 (dollars in thousands):


	Ownership Percentage		Investment in and Advances to
Co-Investment Venture	2024	2023	2024		2023
Prologis Targeted U.S. Logistics Fund, L.P. (“USLF”)	30.5%	27.3%	$	3,022,568	$	2,256,939
FIBRA Prologis (1) (2)	34.6%	45.1%		1,009,357		959,421
Prologis Brazil Logistics Venture (“PBLV”) and other joint ventures (3)	20.0%	20.0%		158,676		192,987
Prologis European Logistics Fund (“PELF”)	26.3%	25.1%		2,196,180		2,098,180
Prologis European Logistics Partners (“PELP”) (3)	50.0%	50.0%		2,174,590		2,027,299
Nippon Prologis REIT, Inc. (“NPR”) (4) (5)	15.1%	15.1%		523,204		595,920
Prologis Japan Core Logistics Fund ("PJLF") (5)	16.3%	16.3%		45,976		45,736
Prologis China Core Logistics Fund, LP (“PCCLF”)	15.5%	15.5%		89,551		80,229
Prologis China Logistics Venture I, LP, II, LP and III, LP (“Prologis China Logistics Venture”) (3)	15.0%	15.0%		54,660		122,554
Total			$	9,274,762	$	8,379,265

(1)

At December 31, 2024, we owned 555.2 million units of FIBRA Prologis that had a closing price of Ps 57.91 ($2.82) per unit on the Mexican Stock Exchange. We have granted FIBRA Prologis a right of first refusal with respect to stabilized properties that we plan to sell in Mexico.

(2)

In 2024, FIBRA Prologis completed tender offers to acquire 89.9% of Terrafina, a Mexican FIBRA, through a combination of stock and cash, and began consolidating Terrafina, which owned a portfolio of 40.8 million square feet of industrial real estate properties at December 31, 2024. As a result, our ownership interest in FIBRA Prologis decreased to 34.6% at December 31, 2024.

(3)

We have one partner in each of these co-investment ventures.

(4)

At December 31, 2024, we owned 0.4 million units of NPR that had a closing price of ¥222,900 ($1,420) per share on the Tokyo Stock Exchange. For any properties we develop and plan to sell in Japan, we have committed to offer those properties to NPR if we determine the properties meet NPR’s investment objectives.

(5)

At December 31, 2024, and 2023, we had receivables from NPR and PJLF of $146.1 million and $161.2 million, respectively, related to customer security deposits that originated through a leasing company owned by us that pertain to properties we owned previously and contributed to NPR and PJLF. We have a corresponding payable to NPR’s and PJLF's customers in Other Liabilities. These amounts are repaid to us as the leases turn over.

The amounts recognized in Strategic Capital Revenues and Earnings from Unconsolidated Entities, Net depend on the size, real estate valuations, operations and transactions of the unconsolidated co-investment ventures, the timing of revenues earned through promotes and transactional fees, as well as fluctuations in foreign currency exchange rates and our ownership interest. We recognized Strategic Capital Expenses for direct costs associated with the asset management of these ventures, allocated property-level management and leasing costs for the properties owned by the ventures and compensation expenses under the PPP. For additional discussion on the PPP, see Note 12.

The following table summarizes the Strategic Capital Revenues we recognized in the Consolidated Statements of Income related to our unconsolidated co-investment ventures for the years ended December 31 (in thousands):


	2024		2023		2022
Recurring fees	$	464,292	$	450,682	$	455,385
Transactional fees		58,511		60,467		67,048
Promote revenue (1)		139,329		674,629		503,779
Total strategic capital revenues from unconsolidated co-investment ventures (2)	$	662,132	$	1,185,778	$	1,026,212

(1)

Includes promote revenue primarily earned in the U.S. in 2024 and 2023 and Europe in 2022.

(2)

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 at and for the years ended December 31 (dollars and square feet in millions):


	U.S.						Other Americas (1)						Europe						Asia						Total
At:	2024			2023			2024			2023			2024			2023			2024			2023			2024			2023
Key property information:
Ventures		1			1			2			2			2			2			4			4			9			9
Operating properties		767			745			391			275			1,037			1,007			241			228			2,436			2,255
Square feet		134			126			85			65			232			223			100			94			551			508

Financial position:
Total assets ($)		13,903			11,884			7,112			4,106			23,873			23,504			9,404			10,226			54,292			49,720
Third-party debt ($)		5,399			4,185			2,242			915			6,343			5,804			3,942			3,983			17,926			14,887
Total liabilities ($)		6,466			4,930			2,422			997			8,375			7,849			4,362			4,429			21,625			18,205

Our investment balance ($) (2) (3)		3,023			2,257			1,168			1,152			4,371			4,126			713			844			9,275			8,379
Our weighted average ownership (4)		30.5	%		27.3	%		30.9	%		39.3	%		33.0	%		31.9	%		15.2	%		15.2	%		29.0	%		28.1	%


	U.S.						Other Americas (1)						Europe						Asia							Total
Operating Information:	2024		2023		2022		2024		2023		2022		2024		2023		2022		2024			2023		2022		2024		2023		2022
For the years ended:
Total revenues ($)		1,452		1,315		1,182		525		427		383		1,817		1,695		1,424		638			654		629		4,432		4,091		3,618
Net earnings ($) (3)		665		344		292		217		191		137		352		341		493		(355	)		74		114		879		950		1,036

Our earnings from unconsolidated co-investment ventures, net ($) (3)		201		95		79		68		67		47		125		112		150		(57	)		13		19		337		287		295

(1)

PBLV 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 December 31, 2024, and 2023, results principally from four types of transactions: (i) deferred gains from the contribution of property to a venture prior to January 1, 2018 ($520.0 million and $534.9 million, respectively); (ii) recording additional costs associated with our investment in the venture ($80.2 million and $91.7 million, respectively); (iii) receivables, principally for fees and promotes ($186.2 million and $199.9 million, respectively); and (iv) customer security deposits retained subsequent to property contributions to NPR and PJLF, as discussed above.

(3)

During the fourth quarter of 2024, we recognized an impairment charge against our investment balance in Prologis China Logistics Venture.

(4)

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.

Equity Commitments Related to Certain Unconsolidated Co-Investment Ventures

Certain unconsolidated co-investment ventures have equity commitments from us and our venture partners. Our venture partners fulfill their equity commitment with cash. We may fulfill our equity commitment through contributions of properties or cash. The commitments are generally used for the acquisition or development of properties but may be used for the repayment of debt or other general uses. The venture may obtain financing for the acquisition of properties and therefore the acquisition price of additional investments that the venture could make may be more than the equity commitment. Depending on market conditions, the investment objectives of the ventures, our liquidity needs and other factors, we may make additional contributions of properties or additional cash investments in these ventures.

At December 31, 2024, our outstanding equity commitments were $303.2 million, primarily for Prologis China Logistics Venture. The equity commitments expire from 2025 to 2033 if they have not been previously called.