EXHIBIT 99.1

PROLOGIS REPORTS STRONG SECOND QUARTER RESULTS

Growth Driven by Solid Gains in CDFS Business and Improving Property Fundamentals; Continued
Strong Level of Development Starts Support $3.0 Billion Global Pipeline

Denver, Colo. — July 28, 2005 — ProLogis (NYSE: PLD), a leading global provider of distribution facilities and services, today reported adjusted funds from operations as defined by ProLogis of $0.75 per diluted share for the second quarter of 2005, a 15.4% increase over $0.65 in the second quarter of 2004. After relocation charges and recognition of cumulative translation losses related to the sale of its temperature-controlled business, funds from operations as defined by ProLogis (FFO) for the second quarter of 2005 were $0.67 per share. Net earnings per diluted share were $0.40 for the second quarter of 2005, compared with $0.42 for the same period in 2004.

For the six months ended June 30, 2005, adjusted FFO as defined by ProLogis was $1.37 per diluted share, up 18.1% from $1.16 in the first six months of 2004. After the charges noted above, FFO as defined by ProLogis was $1.22, compared with $1.14 in the prior year, which included a $0.02 per share charge related to redemption of the company’s remaining Series D Preferred Shares in the first quarter of 2004. Net earnings per diluted share for the six months ended June 30, 2005, were $0.69, compared with $0.66 in the comparable period of 2004.

“Market conditions continue to improve, supporting another quarter of exceptionally strong development starts and record leasing activity. Globally, we are experiencing further strengthening of property operations with increased occupancies, stable-to-improving rental rates and positive net absorption,” said Jeffrey H. Schwartz, chief executive officer. “We also are very excited about the opportunities to strengthen our overall business as a result of the Catellus merger, announced earlier in the quarter, and expect to complete the merger in September.”

During the quarter, ProLogis began new developments with a total expected investment of over $730 million, bringing its year-to-date total to $1.48 billion. “This solid momentum early in the year supports an increase in our development start guidance to $1.9 — $2.0 billion in 2005. In turn, growth in development gains and improving property performance supports an increase in our full-year guidance for adjusted FFO per share to $2.60 — $2.68 and earnings per share to $1.60 - $1.80,” Mr. Schwartz added. Previous guidance was for $2.55 — $2.65 per share and $1.40 — $1.60 per share, respectively. The company added that its FFO per share guidance is prior to expected one-time merger integration costs, corporate relocation and temperature-controlled charges.

Strengthening Operating Property Fundamentals

The company reported a 2.98% increase in same-store net operating income (a 4.07% increase when straight-lined rents are excluded) and a 2.35% increase in same-store average occupancies when compared with the second quarter of 2004. The company also achieved a 62 basis point improvement in its stabilized leased percentage over the first quarter of 2005, reaching 92.8% — its highest level since the fourth quarter of 2001.

“The trends we’re seeing in improved property performance are supported by strong customer demand globally. In the majority of North American markets, occupancies are up, and we are seeing rent growth in an increasing number of markets. In Europe, where we have significantly increased our development pipeline, customers continue to actively reconfigure their distribution operations for greater efficiency, despite economic softness in some regions. In Japan and China, where there is a shortage of modern logistics space, customer requirements have driven year-to-date development starts of more than $450 million, with strong leasing of recently completed facilities,” Mr. Schwartz added.

New Development Leasing Drives Record CDFS Pipeline

Walter C. Rakowich, president and chief operating officer, said, “Our geographic breadth and solid customer relationships drove another quarter of remarkably strong development activity. We now have a record Corporate Distribution Facilities Services (CDFS) pipeline of completions, repositioned acquisitions and properties under development of just under $3.0 billion, which is well diversified across three continents.

“We continue to achieve strong leasing in our development pipeline, with second quarter completions over 67% pre-leased, and completions in the last twelve months over 81% leased. Additionally, we signed more than 3.8 million square feet of new CDFS leases in the second quarter — over 50% with repeat customers. Among the new CDFS leases signed in the quarter were agreements with Williams-Sonoma in Memphis, Hitachi in Tokyo, GEFCO in Germany and D-Link in the United Kingdom,” Mr. Rakowich added.

Strong Demand for Japan Developments and New Exclusive Development Rights in China

“In Japan, demand remains strong, with our pipeline of more than $741 million of properties under development and recent completions over 66% leased. During the quarter, we contributed ProLogis Park Osaka, our largest completed development to date at over 1.3 million square feet, to ProLogis Japan Property Fund.

“Our operations in China are also gaining momentum. In support of our global port strategy, we recently formed a joint venture with the Tianjin Economic-Technological Development Area (TEDA) to develop a logistics park that can support up to 1.4 million square feet of distribution space. TEDA is located just three miles from Tianjin Port, China’s fourth largest container port and is 25 miles from downtown Tianjin, the second largest city in northern China, behind Beijing,” Mr. Schwartz concluded.

Second Quarter 2005 Selected Financial and Operating Information

• Announced $5.5 billion merger agreement with Catellus Development Corporation (NYSE: CDX), expected to close by the end of September 2005, pending shareholder approvals.

• Achieved FFO from CDFS transactions of $73.4 million for the quarter, up 28% from $57.5 million in the second quarter of 2004. FFO amounts do not include unrecognized deferred gains of $14.4 million for the current period and $12.0 million for the same period in 2004. Post-deferral, post-tax CDFS margins were 28.3% for the quarter.

• Recycled $339.2 million of capital through CDFS dispositions and contributions during the quarter and $636.0 million year to date.

• Started new developments, including those within CDFS joint ventures, with total expected investment of $730.5 million during the quarter and $1.48 billion year to date.

• Increased ProLogis’ share of FFO from property funds to $23.6 million for the quarter, up 40% from $16.9 million in the prior year.

• Grew second quarter fee income from property funds to $16.5 million, up 39% from $11.9 million in the prior year.

• Increased total assets owned and under management to $16.6 billion, up from $15.9 billion at December 31, 2004.

• The sale of ProLogis’ French temperature-controlled operations resulted in a $0.07 per share adjustment in the second quarter for cumulative translation losses in addition to the $0.06 per share impairment charge taken in the first quarter. ProLogis completed the sale in July 2005.

Copies of ProLogis’ second quarter 2005 supplemental information will be available from the company’s website at http://ir.prologis.com or by request at 800-820-0181. The supplemental information also is available on the SEC’s website at http://www.sec.gov. The related conference call will be available via a live webcast on the company’s website at http://ir.prologis.com at 10:00 am Eastern Time on Thursday, July 28, 2005. A replay of the webcast will be available on the company’s website until August 11, 2005.

ProLogis is a leading provider of distribution facilities and services with 321.3 million square feet (29.9 million square meters) in 2,079 distribution facilities owned, managed and under development in 76 markets in North America, Europe and Asia. ProLogis continues to expand the industry’s first and largest global network of distribution facilities with the objective of building shareholder value. The company expects to achieve this through the ProLogis Operating System^® and its commitment to be ‘The Global Distribution Solution’ for its customers, providing exceptional facilities and services to meet their expansion and reconfiguration needs.

In addition to historical information, this press release contains forward-looking statements under the federal securities laws. Because these statements are based on current expectations, estimates and projections about the industry and markets in which ProLogis operates, management’s beliefs and assumptions made by management, they involve uncertainties that could significantly impact ProLogis’ financial results. Forward-looking statements are not guarantees of future performance, involve certain risks, uncertainties and assumptions that are difficult to predict. Actual operating results may be affected by changes in general economic conditions; increased or unanticipated competitive market conditions; changes in financial markets, interest rates and foreign currency exchange rates that could adversely affect ProLogis’ cost of capital, its ability to meet its financing needs and obligations and its results of operations; the availability of private capital; geopolitical concerns and uncertainties and therefore, may differ materially from what is expressed or forecasted in this press release. For a discussion of factors that could affect ProLogis’ financial condition and results of operations, refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations — Risk Factors” in ProLogis’ Annual Report on Form 10-K/A #1 for the year ended December 31, 2004.

###

Investor Relations	Media
Melissa Marsden	Rick Roth
303-576-2622	303-576-2641
mmarsden@prologis.com	media@prologis.com
Financial Media
Suzanne Dawson
Linden Alschuler & Kaplan, Inc.
212.329.1420
sdawson@lakpr.com

Second Quarter 2005

SUPPLEMENTAL INFORMATION
(Unaudited)

	Page
OVERVIEW:
Selected Financial Information	1
FINANCIAL STATEMENTS:
Consolidated Statements of Earnings	2
Consolidated Statements of Funds From Operations	3 & 3a
Consolidated Statements of EBITDA	4
Reconciliations of Net Earnings to Funds From Operations and EBITDA	5
Consolidated Balance Sheets	6
Selected Balance Sheet Information:
Investments in Unconsolidated Investees/Land Held for Development	7
Notes to Consolidated Financial Statements	8, 8a, & 8b
SELECTED FINANCIAL INFORMATION:
Components of Net Asset Value and Related Comments	9 & 9a
Calculations of Return on Capital and Related Comments	10 & 10a
ProLogis Property Funds — EBITDA, Funds From Operations and Net Earnings (Loss)	11 & 11a
ProLogis Property Funds — Balance Sheets	12
Discontinued Operations — Assets Held For Sale	13
SELECTED STATISTICAL INFORMATION:
Leased and Physical Occupancy Analysis	14 & 14a
Lease Expirations/Top 25 Customers	15
Leasing Activity/Actual Capital Expenditures	16
Same Store Analysis	17
SELECTED INVESTMENT INFORMATION:
Acquisitions and Dispositions	18
CDFS Business Summary	19 & 19a
Development Summary	20 & 20a
SELECTED OTHER INFORMATION:
Capital Structure	21
Debt Analysis	22
Geographic Distribution	23

Executive Office Address:
14100 East 35th Place
Aurora, Colorado 80011
(303)375-9292

ProLogis

Second Quarter 2005
Unaudited Financial Results

Selected Financial Information
(in thousands, except per share amounts)

	Three Months Ended June 30,							Six Months Ended June 30,
	2005		2004 (1)		% Change			2005		2004 (1)		% Change
Net Earnings Attributable to Common Shares (see pages 2 and 5):
Net Earnings attributable to Common Shares	$	77,169	$	79,295		-2.7	%	$	132,243	$	122,792		7.7	%
Net Earnings per diluted Common Share	$	0.40	$	0.42		-4.8	%	$	0.69	$	0.66		4.5	%
Funds From Operations and Funds From Operations, as adjusted (see pages 3 and 5 and see ProLogis’ Definition of Funds From Operations on page 3a):
Funds From Operations attributable to Common Shares	$	130,744	$	122,108		7.1	%	$	236,767	$	213,921		10.7	%
Add back: excess of redemption values over carrying values of preferred shares redeemed (2)		—		—					—		4,236
Add back: relocation expenses (3)		1,052		691					3,803		691
Add back: cumulative translation losses and impairment charge related to temperature-controlled distribution assets (6)		13,780		—					26,864		—
Funds From Operations attributable to Common Shares, as adjusted	$	145,576	$	122,799		18.5	%	$	267,434	$	218,848		22.2	%
Funds From Operations attributable to Common Shares per diluted share	$	0.67	$	0.65		3.1	%	$	1.22	$	1.14		7.0	%
Add back: excess of redemption values over carrying values of preferred shares redeemed (2)		—		—					—		0.02
Add back: relocation expenses (3)		0.01		—					0.02		—
Add back: cumulative translation losses and impairment charge related to temperature-controlled distribution assets (6)		0.07		—					0.13		—
Funds From Operations per diluted Common Share, as adjusted	$	0.75	$	0.65		15.4	%	$	1.37	$	1.16		18.1	%
EBITDA (see pages 4 and 5):
EBITDA	$	216,169	$	201,224		7.4	%	$	407,614	$	368,994		10.5	%
Distributions:
Actual distributions per Common Share (4)	$	0.370	$	0.365		1.4	%	$	0.740	$	0.730		1.4	%

	June 30,		December 31,
	2005		2004 (1)		% Change
Total Assets, net of accumulated depreciation (see page 6)	$	7,344,116	$	7,097,799		3.5	%
Total Book Assets (see page 10):
Direct investment	$	6,986,591	$	6,663,435
ProLogis’ share of total book assets of unconsolidated investees		2,192,594		2,214,544
Totals	$	9,179,185	$	8,877,979		3.4	%
Market Capitalization (see page 21)	$	12,874,859	$	13,190,838		-2.4	%
Assets Owned and Under Management:
Real estate assets owned directly by ProLogis, before depreciation (see page 6)	$	6,768,421	$	6,333,731
Assets owned by ProLogis’ unconsolidated investees:
Real estate assets owned by ProLogis Property Funds, before depreciation (weighted ownership interest of 22.1%) (see page 12)		9,652,782		9,415,037
Real estate assets owned by CDFS Joint Ventures, before depreciation (weighted ownership interest of 50%) (12)		111,651		74,243
Investment in other investees (ownership interest of 50%)		4,180		5,152
Temperature-controlled distribution operations:
Net assets held for sale (6)		34,600		51,677
Totals	$	16,571,634	$	15,879,840		4.4	%

The definition of Funds From Operations is on page 3a and the definition of EBITDA is on page 4.
Footnote references are to pages 8, 8a and 8b.

Supplemental Information Page 1

ProLogis

Second Quarter 2005
Unaudited Financial Results

Consolidated Statements of Earnings
(in thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004 (1)			2005			2004 (1)
Revenues:
Rental income (7)(8)(9)	$	136,079		$	136,716		$	272,776		$	273,812
Property management and other property fund fees (see pages 11 and 11a)		16,478			11,852			33,005			23,119
Development management fees and other CDFS income (5)		3,195			527			3,326			2,049
Total revenues		155,752			149,095			309,107			298,980
Expenses:
Rental expenses (7)(9)		37,237			35,124			76,387			71,358
General and administrative		23,612			20,137			47,773			39,703
Depreciation and amortization (9)		43,221			41,976			86,474			84,438
Relocation expenses (3)		1,052			691			3,803			691
Other expenses		1,369			1,476			3,282			2,472
Total expenses		106,491			99,404			217,719			198,662
Gains on dispositions of certain CDFS business assets, net (5)(9)(10):
Net proceeds from dispositions (10)(11)		317,995			474,159			600,586			630,040
Costs of assets disposed of		245,047			420,671			472,297			549,394
Total gains, net		72,948			53,488			128,289			80,646
Operating Income		122,209			103,179			219,677			180,964
Income from unconsolidated property funds (see pages 11 and 11a)		11,004			9,416			22,775			18,953
Income (loss) from unconsolidated CDFS joint ventures (12)		(268	)		—			189			—
Income (loss) from other unconsolidated investees, net		137			(683	)		178			(383	)
Interest expense (13)		(34,877	)		(37,691	)		(71,485	)		(77,314	)
Interest and other income		1,803			470			3,177			1,208
Earnings before minority interest		100,008			74,691			174,511			123,428
Minority interest		(1,261	)		(1,241	)		(2,602	)		(2,467	)
Earnings before certain net gains and net foreign currency gains		98,747			73,450			171,909			120,961
Gains recognized on dispositions of certain non-CDFS business assets, net		—			6,072			—			6,072
Gains on partial disposition of investment in property fund (14)		—			3,328			—			3,328
Foreign currency exchange gains, net (15)		3,695			7,912			3,581			11,225
Earnings before income taxes		102,442			90,762			175,490			141,586
Income taxes:
Current income tax expense		3,577			3,784			4,750			5,997
Deferred income tax expense		1,982			6,846			2,821			9,585
Total income taxes		5,559			10,630			7,571			15,582
Earnings from Continuing Operations		96,883			80,132			167,919			126,004
Discontinued Operations:
(Losses) income attributable to assets held for sale (6)		(13,780	)		3,453			(25,150	)		6,848
Assets disposed of:
Operating income (losses) attributable to assets disposed of (9)		—			313			(6	)		594
Gains (losses) recognized on dispositions, net (9):
Non-CDFS business assets		—			(2,298	)		2,207			(2,844	)
CDFS business assets		420			4,049			(19	)		9,464
Total discontinued operations		(13,360	)		5,517			(22,968	)		14,062
Net Earnings		83,523			85,649			144,951			140,066
Less preferred share dividends		6,354			6,354			12,708			13,038
Less excess of redemption values over carrying values of preferred shares redeemed (2)		—			—			—			4,236
Net Earnings Attributable to Common Shares	$	77,169		$	79,295		$	132,243		$	122,792
Weighted average Common Shares outstanding — basic		186,715			181,399			186,436			181,066
Weighted average Common Shares outstanding — diluted		196,761			190,022			196,484			190,018
Net Earnings per Common Share-Basic:
Continuing operations	$	0.48		$	0.41		$	0.83		$	0.60
Discontinued operations		(0.07	)		0.03			(0.12	)		0.08
Net Earnings Attributable to Common Shares-Basic	$	0.41		$	0.44		$	0.71		$	0.68
Net Earnings per Common Share-Diluted:
Continuing operations	$	0.47		$	0.39		$	0.81		$	0.59
Discontinued operations		(0.07	)		0.03			(0.12	)		0.07
Net Earnings Attributable to Common Shares-Diluted	$	0.40		$	0.42		$	0.69		$	0.66

Calculation of Net Earnings per Common Share on a Diluted Basis
(in thousands, except per share amounts)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2005		2004 (1)		2005		2004 (1)
Basic Net Earnings Attributable to Common Shares	$	77,169	$	79,295	$	132,243	$	122,792
Minority interest		1,261		1,241		2,602		2,467
Diluted Net Earnings Attributable to Common Shares	$	78,430	$	80,536	$	134,845	$	125,259
Weighted average Common Shares outstanding — Basic		186,715		181,399		186,436		181,066
Weighted average limited partnership units, as if converted		5,539		4,681		5,541		4,682
Incremental weighted average effect of potentially dilutive instruments (a)		4,507		3,942		4,507		4,270
Weighted average Common Shares outstanding — Diluted		196,761		190,022		196,484		190,018
Diluted Net Earnings per Common Share	$	0.40	$	0.42	$	0.69	$	0.66

(a) On a weighted average basis, the total potentially dilutive instruments outstanding were 10,986,000 and 11,199,000 for the three months ended June 30, 2005 and 2004, respectively, and 11,083,000 and 11,466,000 for the six months ended June 30, 2005 and 2004, respectively.

Footnote references are to pages 8, 8a and 8b.

Supplemental Information Page 2

ProLogis

Second Quarter 2005
Unaudited Financial Results

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

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004 (1)			2005			2004 (1)
Revenues:
Rental income (7)(8)	$	136,079		$	137,582		$	273,002		$	275,736
Property management and other property fund fees (see pages 11 and 11a)		16,478			11,852			33,005			23,119
Development management fees and other CDFS income (5)		3,195			527			3,326			2,049
Total revenues		155,752			149,961			309,333			300,904
Expenses:
Rental expenses (7)		37,237			35,431			76,543			72,027
General and administrative		23,612			20,137			47,773			39,703
Depreciation of non-real estate assets		1,618			2,060			3,363			3,984
Relocation expenses (3)		1,052			691			3,803			691
Other expenses		1,369			1,476			3,282			2,472
Total expenses		64,888			59,795			134,764			118,877
Gains on dispositions of CDFS business assets, net (5)(9)(10):
Net proceeds from dispositions (10)(11)		324,828			519,582			610,355			743,612
Costs of assets disposed of		251,460			462,045			482,085			653,502
Total gains, net		73,368			57,537			128,270			90,110
		164,232			147,703			302,839			272,137
Income from unconsolidated property funds (see pages 11 and 11a)		23,600			16,902			46,134			34,899
Income from other unconsolidated CDFS joint ventures (12)		80			—			817			—
Income from other unconsolidated investees, net		190			100			289			400
Interest expense (13)		(34,877	)		(37,691	)		(71,485	)		(77,314	)
Interest and other income		1,803			470			3,177			1,208
Gain on partial disposition of investment in property fund (14)		—			3,164			—			3,164
Foreign currency exchange gains (expenses/losses), net (15)		688			(605	)		419			(1,328	)
Current income tax expense		(3,577	)		(3,784	)		(4,750	)		(5,997	)
		(12,093	)		(21,444	)		(25,399	)		(44,968	)
Funds From Operations before assets held for sale		152,139			126,259			277,440			227,169
Funds From Operations attributable to assets held for sale (6)		(13,780	)		3,444			(25,363	)		6,493
Funds From Operations		138,359			129,703			252,077			233,662
Less preferred share dividends		6,354			6,354			12,708			13,038
Less excess of redemption values over carrying values of preferred shares redeemed (2)		—			—			—			4,236
Less minority interest		1,261			1,241			2,602			2,467
Funds From Operations Attributable to Common Shares	$	130,744		$	122,108		$	236,767		$	213,921
Weighted average Common Shares outstanding — basic		186,715			181,399			186,436			181,066
Weighted average Common Shares outstanding — diluted		196,761			190,022			196,484			190,018
Funds From Operations per Common Share:
Basic	$	0.70		$	0.67		$	1.27		$	1.18
Diluted	$	0.67		$	0.65		$	1.22		$	1.14

Calculation of Funds From Operations per Common Share on a Diluted Basis
(in thousands, except per share amounts)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2005		2004 (1)		2005		2004 (1)
Basic Funds From Operations Attributable to Common Shares	$	130,744	$	122,108	$	236,767	$	213,921
Minority interest		1,261		1,241		2,602		2,467
Diluted Funds From Operations Attributable to Common Shares	$	132,005	$	123,349	$	239,369	$	216,388
Weighted average Common Shares outstanding — Basic		186,715		181,399		186,436		181,066
Weighted average limited partnership units, as if converted		5,539		4,681		5,541		4,682
Incremental weighted average effect of potentially dilutive instruments (a)		4,507		3,942		4,507		4,270
Weighted average Common Shares outstanding — Diluted		196,761		190,022		196,484		190,018
Diluted Funds From Operations per Common Share	$	0.67	$	0.65	$	1.22	$	1.14

(a) On a weighted average basis, the total potentially dilutive instruments outstanding were 10,986,000 and 11,199,000 for the three months
     ended June 30, 2005 and 2004, respectively, and 11,083,000 and 11,466,000 for the six months ended June 30, 2005 and 2004, respectively.

See ProLogis’ Consolidated Statements of Earnings on Page 2 and the Reconciliations of Net Earnings to Funds From Operations on Page 5.

The definition of Funds From Operations is on page 3a.

Footnote references are to pages 8, 8a and 8b.

Supplemental Information Page 3

ProLogis

Second Quarter 2005
Unaudited Financial Results

ProLogis’ Definition of Funds From Operations

ProLogis’ Definition of Funds From Operations

Funds From Operations is a non-Generally Accepted Accounting Principles (GAAP) measure that is commonly used in the real estate industry. The most directly comparable GAAP measure to Funds From Operations is Net Earnings. Although the National Association of Real Estate Investment Trusts (NAREIT) has published a definition of Funds From Operations, modifications to the NAREIT calculation of Funds From Operations are common among REITs, as companies seek to provide financial measures that meaningfully reflect their business. Funds From Operations, as defined by ProLogis, is presented as a supplemental financial measure. Funds From Operations is not used by ProLogis as, nor should it be considered to be, an alternative to Net Earnings computed under GAAP as an indicator of ProLogis’ operating performance or as an alternative to cash from operating activities computed under GAAP as an indicator of ProLogis’ ability to fund its cash needs.

Funds From Operations is not meant to represent a comprehensive system of financial reporting and does not present, nor does ProLogis intend it to present, a complete picture of its financial condition and operating performance. ProLogis believes that GAAP Net Earnings remains the primary measure of performance and that Funds From Operations is only meaningful when it is used in conjunction with GAAP Net Earnings. Further, ProLogis believes that its consolidated financial statements, prepared in accordance with GAAP, provide the most meaningful picture of its financial condition and its operating performance.

NAREIT’s Funds From Operations measure adjusts GAAP Net Earnings to exclude historical cost depreciation and gains and losses from the sales of previously depreciated properties. ProLogis agrees that these two NAREIT adjustments are useful to investors for the following reasons:

     (a) historical cost accounting for real estate assets in accordance with GAAP assumes, through depreciation charges, that the value of real estate assets diminishes predictably over time. NAREIT stated in its White Paper on Funds From Operations “since real estate asset values have historically risen or fallen with market conditions, many industry investors have considered presentations of operating results for real estate companies that use historical cost accounting to be insufficient by themselves.” Consequently, NAREIT’s definition of Funds From Operations reflects the fact that real estate, as an asset class, generally appreciates over time and depreciation charges required by GAAP do not reflect the underlying economic realities.

     (b) REITs were created as a legal form of organization in order to encourage public ownership of real estate as an asset class through investment in firms that were in the business of long-term ownership and management of real estate. The exclusion, in NAREIT’s definition of Funds From Operations, of gains and losses from the sales of previously depreciated operating real estate assets allows investors and analysts to readily identify the operating results of the long-term assets that form the core of a REIT’s activities and assists in comparing those operating results between periods.

At the same time that NAREIT created and defined its Funds From Operations concept for the REIT industry, it also recognized that “management of each of its member companies has the responsibility and authority to publish financial information that it regards as useful to the financial community.” ProLogis believes that financial analysts, potential investors and shareholders who review its operating results are best served by a defined Funds From Operations measure that includes other adjustments to GAAP Net Earnings in addition to those included in the NAREIT defined measure of Funds From Operations.

The ProLogis Defined Funds From Operations measure excludes the following items from GAAP Net Earnings that are not excluded in the NAREIT Defined Funds From Operations measure: (i) deferred income tax benefits and deferred income tax expenses recognized by ProLogis’ taxable subsidiaries; (ii) certain foreign currency exchange gains and losses resulting from certain debt transactions between ProLogis and its foreign consolidated subsidiaries and its foreign unconsolidated investees; (iii) foreign currency exchange gains and losses from the remeasurement (based on current foreign currency exchange rates) of certain third party debt of ProLogis’ foreign consolidated subsidiaries and its foreign unconsolidated investees; and (iv) mark-to-market adjustments associated with derivative financial instruments utilized to manage ProLogis’ foreign currency risks. Funds From Operations of ProLogis’ unconsolidated investees is calculated on the same basis as ProLogis.

The items that ProLogis excludes from GAAP Net Earnings, while not infrequent or unusual, are subject to significant fluctuations from period to period that cause both positive and negative effects on ProLogis’ results of operations, in inconsistent and unpredictable directions. Most importantly, the economics underlying the items that ProLogis excludes from GAAP Net Earnings are not the primary drivers in management’s decision-making process and capital investment decisions. Period to period fluctuations in these items can be driven by accounting for short-term factors that are not relevant to long-term investment decisions, long-term capital structures or to long-term tax planning and tax structuring decisions. Accordingly, ProLogis believes that investors are best served if the information that is made available to them allows them to align their analysis and evaluation of ProLogis’ operating results along the same lines that ProLogis’ management uses in planning and executing its business strategy.

Real estate is a capital-intensive business. Investors’ analyses of the performance of real estate companies tend to be centered on understanding the asset value created by real estate investment decisions and understanding current operating returns that are being generated by those same investment decisions. The adjustments to GAAP Net Earnings that are included in arriving at the ProLogis Defined Funds From Operations measure are helpful to management in making real estate investment decisions and evaluating its current operating performance. ProLogis believes that these adjustments are also helpful to industry analysts, potential investors and shareholders in their understanding and evaluation of ProLogis’ performance on the key measures of net asset value and current operating returns generated on real estate investments.

While ProLogis believes that its defined Funds From Operations measure is an important supplemental measure, neither NAREIT’s nor ProLogis’ measure of Funds From Operations should be used alone because they exclude significant economic components of GAAP Net Earnings and are, therefore, limited as an analytical tool. Some of these limitations are:

—Depreciation and amortization of real estate assets are economic costs that are excluded from Funds From Operations. Funds From Operations is limited as it does not reflect the cash requirements that may be necessary for future replacements of the real estate assets. Further, the amortization of capital expenditures and leasing costs necessary to maintain the operating performance of distribution properties are not reflected in Funds From Operations.

—Gains or losses from property dispositions represent changes in the value of the disposed properties. Funds From Operations, by excluding these gains and losses, does not capture realized changes in the value of disposed properties arising from changes in market conditions.

—The deferred income tax benefits and expenses that are excluded from ProLogis’ Defined Funds From Operations measure result from the creation of a deferred income tax asset or liability that may have to be settled at some future point. ProLogis’ Defined Funds From Operations measure does not currently reflect any income or expense that may result from such settlement.

—The foreign currency exchange gains and losses that are excluded from ProLogis’ Defined Funds From Operations measure are generally recognized based on movements in foreign currency exchange rates through a specific point in time. The ultimate settlement of ProLogis’ foreign currency-denominated net assets is indefinite as to timing and amount. ProLogis’ Funds From Operations measure is limited in that it does not reflect the current period changes in these net assets that result from periodic foreign currency exchange rate movements.

ProLogis compensates for these limitations by using its Funds From Operations measure only in conjunction with GAAP Net Earnings. To further compensate, ProLogis always reconciles its Funds From Operations measure to GAAP Net Earnings in its financial reports. Additionally, ProLogis provides investors with its complete financial statements prepared under GAAP, its definition of Funds From Operations, which includes a discussion of the limitations of using ProLogis’ non-GAAP measure, and a reconciliation of ProLogis’ GAAP measure (Net Earnings) to its non-GAAP measure (Funds From Operations as defined by ProLogis) so that investors can appropriately incorporate this ProLogis measure and its limitations into their analyses.

Supplemental Information Page 3a

ProLogis

Second Quarter 2005
Unaudited Financial Results

Consolidated Statements of EBITDA
(in thousands)

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2005		2004 (1)			2005		2004 (1)
Revenues:
Rental income (7)(8)	$	136,079	$	137,582		$	273,002	$	275,736
Property management and other property fund fees (see pages 11 and 11a)		16,478		11,852			33,005		23,119
Development management fees and other CDFS income (5)		3,195		527			3,326		2,049
		155,752		149,961			309,333		300,904
Expenses:
Rental expenses (7)		37,237		35,431			76,543		72,027
General and administrative		23,612		20,137			47,773		39,703
Relocation expenses (3)		751		426			3,049		426
Other expenses		1,369		1,476			3,282		2,472
		62,969		57,470			130,647		114,628
Gains on dispositions of CDFS business assets, net (5)(9)(10)(11)		80,702		72,142			143,267		113,270
		173,485		164,633			321,953		299,546
Income from unconsolidated property funds (see pages 11 and 11a)		40,969		29,827			81,418		60,229
Income from other unconsolidated CDFS joint ventures (12)		122		—			920		—
Income from other unconsolidated investees, net		363		610			656		910
Interest and other income		1,803		470			3,177		1,208
Gain on partial disposition of investment in property fund (14)		—		3,164			—		3,164
Foreign currency exchange gains (expenses/losses), net (15)		688		(605	)		419		(1,328	)
EBITDA attributable to assets held for sale (6)		—		4,366			1,673		7,732
EBITDA before minority interest		217,430		202,465			410,216		371,461
Less minority interest		1,261		1,241			2,602		2,467
EBITDA	$	216,169	$	201,224		$	407,614	$	368,994

See ProLogis’ Consolidated Statements of Earnings on Page 2 and the Reconciliations of Net Earnings to EBITDA on Page 5.

Footnote references are to pages 8, 8a and 8b.

ProLogis’ definition of EBITDA (Earnings before Interest, Taxes, Depreciation and Amortization):

ProLogis believes that EBITDA is a useful supplemental measure in the calculation of Return on Capital measures (see page 10). ProLogis believes that Return on Capital measures are useful in analyzing the financial returns resulting from capital deployment decisions and for comparing returns associated with alternative investment decisions. EBITDA, as computed by ProLogis, does not represent Net Earnings or cash from operating activities that are computed in accordance with GAAP and is not indicative of cash available to fund cash needs, which ProLogis presents in its Consolidated Statements of Cash Flows and includes in its Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q that are filed with the Securities and Exchange Commission. Accordingly, the EBITDA measure presented by ProLogis should not be considered as an alternative to Net Earnings as an indicator of ProLogis’ operating performance, or as an alternative to cash flows from operating, investing, or financing activities as a measure of liquidity. The EBITDA measure presented by ProLogis will not be comparable to similarly titled measures of other REITs.

EBITDA generally represents Net Earnings (computed in accordance with GAAP) excluding: (i) interest expense; (ii) income tax expenses and benefits; and (iii) depreciation and amortization expenses. In ProLogis’ computation of EBITDA the following items are also excluded: (i) preferred dividends and charges related to the redemption of preferred shares; (ii) the foreign currency exchange gains and losses that are also excluded in ProLogis’ definition of Funds From Operations (presented on page 3a); (iii) impairment charges; and (iv) gains and losses from the dispositions of non-CDFS business assets. In addition, ProLogis adjusts the gains and losses from the contributions and sales of developed properties recognized as CDFS income to reflect these gains and losses as if no interest cost had been capitalized during the development of the properties (i.e. the gains are larger since capitalized interest is not included in the basis of the assets contributed and sold). EBITDA of ProLogis’ unconsolidated investees is calculated on the same basis as ProLogis.

Supplemental Information Page 4

ProLogis

Second Quarter 2005
Unaudited Financial Results

Reconciliations of Net Earnings to Funds From Operations and EBITDA
(in thousands)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2005			2004 (1)			2005			2004 (1)
Reconciliation of Net Earnings to Funds From Operations (see page 3a):
Net Earnings Attributable to Common Shares (see page 2)	$	77,169		$	79,295		$	132,243		$	122,792
Add (Deduct) NAREIT Defined Adjustments:
Real estate related depreciation and amortization		41,603			39,916			83,111			80,454
Funds From Operations adjustment to gain on partial disposition of investment in property fund (14)		—			(164	)		—			(164	)
Gains recognized on dispositions of non-CDFS business assets, net		—			(6,072	)		—			(6,072	)
Reconciling items attributable to discontinued operations:
Assets held for sale — gains on dispositions of non-CDFS business assets, net (6)		—			—			—			(241	)
Assets disposed of — losses (gains) recognized on dispositions of non-CDFS business assets, net (9)		—			2,298			(2,207	)		2,844
Assets disposed of — real estate related depreciation and amortization (9)		—			246			76			661
Totals discontinued operations		—			2,544			(2,131	)		3,264
ProLogis’ share of reconciling items from unconsolidated investees(16):
ProLogis Property Funds (see pages 11 and 11a):
Real estate related depreciation and amortization		12,819			9,105			25,612			18,104
Losses (gains) on dispositions of non-CDFS business assets, net		102			(426	)		(336	)		(720	)
Other amortization items (17)		(1,246	)		(1,016	)		(2,457	)		(1,533	)
Totals ProLogis Property Funds		11,675			7,663			22,819			15,851
CDFS Joint Ventures (12):
Real estate related depreciation and amortization		348			—			628			—
Other investees:
Real estate related depreciation and amortization		53			135			111			135
Losses on dispositions of non-CDFS business assets, net		—			648			—			648
Totals NAREIT Defined Adjustments		53,679			44,670			104,538			94,116
Subtotals—NAREIT Defined Funds From Operations		130,848			123,965			236,781			216,908
Add (Deduct) ProLogis Defined Adjustments:
Foreign currency exchange gains, net (15)		(3,007	)		(8,517	)		(3,162	)		(12,553	)
Deferred income tax expense		1,982			6,846			2,821			9,585
Reconciling items attributable to discontinued operations:
Assets held for sale-deferred income tax benefit (6)		—			(9	)		(213	)		(114	)
ProLogis’ share of reconciling items from unconsolidated investees (16):
ProLogis Property Funds (see pages 11 and 11a):
Foreign currency exchange (gains) expenses/losses, net (15)		(277	)		(86	)		(550	)		252
Deferred income tax expense (benefit)		1,198			(91	)		1,090			(157	)
Totals ProLogis Property Funds		921			(177	)		540			95
Totals ProLogis Defined Adjustments		(104	)		(1,857	)		(14	)		(2,987	)
ProLogis Defined Funds From Operations Attributable to Common Shares (see pages 2, 3 and 3a)	$	130,744		$	122,108		$	236,767		$	213,921
Reconciliation of Net Earnings to EBITDA (see page 4):
Net Earnings Attributable to Common Shares (see page 2)	$	77,169		$	79,295		$	132,243		$	122,792
Add (Deduct):
NAREIT Defined Adjustments to compute Funds From Operations		53,679			44,670			104,538			94,116
ProLogis Defined Adjustments to compute Funds From Operations		(104	)		(1,857	)		(14	)		(2,987	)
Other adjustments to compute ProLogis’ EBITDA measure:
Interest expense		34,877			37,691			71,485			77,314
Depreciation of non-real estate assets		1,618			2,060			3,363			3,984
Depreciation of non-real estate assets included in relocation expenses (3)		301			265			754			265
Current income tax expense		3,577			3,784			4,750			5,997
Adjustments to CDFS gains for interest capitalized to disposed assets (see page 4)		7,334			14,605			14,997			23,160
Preferred share dividends		6,354			6,354			12,708			13,038
Excess of redemption values over carrying values of preferred shares redeemed (2)		—			—			—			4,236
Reconciling items attributable to discontinued operations — assets held for sale (6):
Current income tax expense		—			922			172			1,239
Cumulative translation losses and impairment charge (see page 13)		13,780			—			26,864			—
ProLogis’ share of reconciling items from unconsolidated investees (16):
ProLogis Property Funds (see pages 11 and 11a):
Interest expense		16,551			12,220			32,883			23,929
Current income tax and other expense		1,188			915			2,437			1,752
Other amortization items (17)		(370	)		(210	)		(36	)		(351	)
Totals ProLogis Property Funds		17,369			12,925			35,284			25,330
CDFS Joint Ventures (12):
Interest expense		40			—			99			—
Depreciation of non-real estate assets		2			—			4			—
Totals CDFS Joint Ventures		42			—			103			—
Other investees:
Depreciation of non-real estate assets		63			165			134			165
Current income tax expense		110			345			233			345
Totals other investees		173			510			367			510
ProLogis’ EBITDA measure (see pages 2 and 4)	$	216,169		$	201,224		$	407,614		$	368,994

See ProLogis’ Consolidated Statements of Earnings on Page 2.

The definition of Funds From Operations is on page 3a and the definition of EBITDA is on page 4.
Footnote references are to pages 8, 8a and 8b.

Supplemental Information Page 5

ProLogis

Second Quarter 2005
Unaudited Financial Results

Consolidated Balance Sheets
(in thousands)

	June 30,			December 31,
	2005			2004 (1)
Assets:
Investments in real estate assets:
Operating properties	$	5,288,044		$	5,047,414
Properties under development (including cost of land)		748,342			575,703
Land held for development		562,573			596,001
Other investments (18)		169,462			114,613
		6,768,421			6,333,731
Less accumulated depreciation		1,061,870			989,221
Net investments in real estate assets		5,706,551			5,344,510
Investments in unconsolidated investees (see page 7):
Investments in ProLogis Property Funds		800,039			839,675
Investments in CDFS Joint Ventures		67,511			40,487
Investments in other unconsolidated investees		27,271			28,351
Total investments in unconsolidated investees		894,821			908,513
Cash and cash equivalents		157,061			236,529
Accounts and notes receivable		59,099			92,015
Other assets		431,432			401,564
Discontinued operations-assets held for sale (6)		95,152			114,668
Total assets	$	7,344,116		$	7,097,799
Liabilities and Shareholders’ Equity:
Liabilities:
Lines of credit	$	1,297,156		$	912,326
Short-term borrowings		47,700			47,676
Senior unsecured notes		1,871,472			1,962,316
Secured debt and assessment bonds		444,861			491,643
Construction costs payable		82,239			63,509
Interest payable		39,197			50,924
Accounts payable and accrued expenses		144,770			141,408
Other liabilities		197,816			196,240
Discontinued operations-assets held for sale (6)		60,552			62,991
Total liabilities		4,185,763			3,929,033
Minority interest		65,690			66,273
Shareholders’ equity:
Series C Preferred Shares at stated liquidation preference of $50.00 per share		100,000			100,000
Series F Preferred Shares at stated liquidation preference of $25.00 per share		125,000			125,000
Series G Preferred Shares at stated liquidation preference of $25.00 per share		125,000			125,000
Common Shares at $.01 par value per share		1,868			1,858
Additional paid-in capital		3,286,107			3,249,576
Accumulated other comprehensive income (19)		153,735			194,445
Distributions in excess of net earnings		(699,047	)		(693,386	)
Total shareholders’ equity		3,092,663			3,102,493
Total liabilities and shareholders’ equity	$	7,344,116		$	7,097,799

Footnote references are to pages 8, 8a and 8b.

Supplemental Information Page 6

ProLogis

Second Quarter 2005
Unaudited Financial Results

Selected Balance Sheet Information

Investments in Unconsolidated Investees
(in thousands)

	June 30,		December 31,
	2005		2004 (1)
ProLogis Property Funds (see page 12):
ProLogis European Properties Fund	$	266,345	$	321,548
ProLogis California LLC		117,146		117,579
ProLogis North American Properties Fund I		34,852		35,707
ProLogis North American Properties Fund II		5,456		5,864
ProLogis North American Properties Fund III		4,768		4,908
ProLogis North American Properties Fund IV		2,872		3,022
ProLogis North American Properties Fund V		92,197		65,878
ProLogis North American Properties Funds VI-X		122,796		132,899
ProLogis North American Properties Fund XI		32,614		35,886
ProLogis North American Properties Fund XII		39,393		41,401
ProLogis Japan Properties Fund		81,600		74,983
Total investments in ProLogis Property Funds		800,039		839,675
CDFS Joint Ventures (12)		67,511		40,487
Other unconsolidated investees		27,271		28,351
Total investments in unconsolidated investees	$	894,821	$	908,513

Land Held for Development
(dollars in thousands)

	As of June 30, 2005
	Acres		Investment
Direct Investment:
Land owned:
North America		2,137	$	198,793
Europe		926		305,930
Asia		25		57,850
Total land owned (see page 6)		3,088	$	562,573
Land controlled (LOI/option):
North America		851
Europe		448
Asia		143
Total land controlled		1,442
Total Direct Investment		4,530
Unconsolidated Investees (owned and controlled):
ProLogis Property Funds:
North America (owned)		116
CDFS Joint Ventures:
North America (controlled)		264
Europe (24 acres owned and 365 acres controlled)		389
Asia (owned)		34
Total CDFS Joint Ventures		687
Total Unconsolidated Investees		803
Total land held for development		5,333

Footnote references are to pages 8, 8a and 8b.

Supplemental Information Page 7

ProLogis

Second Quarter 2005
Unaudited Financial Results

Notes to Consolidated Financial Statements

(1)	Certain 2004 amounts included in this Supplemental Information package have been reclassified to conform to the 2005 presentation.
(2)	On December 11, 2003, ProLogis called for the redemption of all of the remaining 5,000,000 Series D Preferred Shares outstanding at a price of $25.00 per share, plus $0.066 in accrued and unpaid dividends. The redemption of these shares was completed on January 12, 2004 at a total redemption value of $125.3 million. In accordance with FASB-EITF Topic D-42, in the first quarter of 2004, ProLogis recognized a charge of $4.2 million associated with the excess of the redemption value over the carrying value of ProLogis’ remaining Series D Preferred Shares.
(3)	Represents the costs incurred (including accrued employee termination costs) associated with ProLogis’ relocation of its information technology and corporate accounting functions from El Paso, Texas to Denver, Colorado and the move of its Denver corporate headquarters to a new building in Denver. Such relocations are expected to occur and costs are expected to be incurred through the first quarter of 2006. Costs include (i) employee termination costs; (ii) costs associated with the hiring and training of new personnel and other costs including travel and temporary facility costs; (iii) and accelerated depreciation associated with non-real estate assets whose useful life has been shortened due to the relocations. The costs incurred are as follows (in thousands):

	Three Months Ended				Six Months Ended
	June 30,				June 30,
	2005		2004		2005		2004
Employee termination costs	$	81	$	381	$	717	$	381
Hiring, training and other costs		670		45		2,332		45
Accelerated depreciation		301		265		754		265
	$	1,052	$	691	$	3,803	$	691

(4)	The annual distribution rate for 2005 is $1.48 per Common Share. The amount of the Common Share distribution may be adjusted at the discretion of the Board of Trustees.
(5)	The corporate distribution facilities services business (“CDFS business”) segment represents the development of distribution properties with the intent to either contribute the properties to a ProLogis Property Fund in which ProLogis has an ownership interest and acts as manager or sell the properties to a third party, and the acquisition and rehabilitation or acquisition and repositioning of distribution properties with the intent to contribute the properties to a ProLogis Property Fund. This segment’s income also includes fees earned for development activities performed on behalf of customers or third parties and gains or losses from the dispositions of land parcels that no longer fit into ProLogis’ development plans. ProLogis includes the income generated in the CDFS business segment in its computation of Funds From Operations and EBITDA. Further, ProLogis has ownership interests in various unconsolidated joint ventures that engage in CDFS activities in the United Kingdom, the United States and China. See note 12.
(6)	At June 30, 2005, ProLogis owned a temperature-controlled distribution business in France, which was sold in July 2005 and is shown as assets held for sale in the Consolidated Financial Statements. Due to the sale and liquidation of the business, ProLogis recognized an impairment charge and cumulative translation losses during 2005. See page 13.
(7)	Represents rental income earned and rental expenses incurred while ProLogis owns a property directly. Under the terms of the respective lease agreements, some or all of ProLogis’ rental expenses are recovered from its customers. Amounts recovered are included as a component of rental income. Rental expenses also include ProLogis’ direct expenses associated with its management of the ProLogis Property Funds’ operations. For properties that have been contributed to ProLogis Property Funds, ProLogis recognizes its share of the total operations of the Property Funds under the equity method and presents these amounts below Operating Income in its Consolidated Statements of Earnings, Funds From Operations and EBITDA.
(8)	Amounts include straight-line rents of $1,696,000 and $2,711,000 for the three months ended June 30, 2005 and 2004, respectively, and $3,425,000 and $4,912,000 for the six months ended June 30, 2005 and 2004, respectively, and rental expense recoveries from customers of $25,878,000 and $25,186,000 for the three months ended June 30, 2005 and 2004, respectively, and $52,412,000 and $52,094,000 for the six months ended June 30, 2005 and 2004, respectively.

(Continued)

Supplemental Information Page 8

ProLogis

Second Quarter 2005
Unaudited Financial Results

Notes to Consolidated Financial Statements (Continued)

(9) Properties disposed of to third parties are considered to be discontinued operations unless such properties were developed under a pre-sale agreement. Through June 30, 2005, ProLogis sold six such properties to third parties, four of which were non-CDFS business assets. Accordingly, the operations of these properties for the three and six months ended June 30, 2005 and 2004 and the aggregate net gains or losses recognized upon their dispositions are presented as discontinued operations. One property was sold in the second quarter of 2005, but had no rental revenue in 2005 or 2004. In addition, the operations of the 20 properties sold during 2004 (ten of which were CDFS business assets) are presented as discontinued operations in ProLogis’ Consolidated Statements of Earnings for the three and six months ended June 30, 2004. These amounts are not presented as discontinued operations in either of ProLogis’ Consolidated Statements of Funds From Operations or EBITDA. The operating amounts that are presented as discontinued operations (other than the net gains or losses recognized upon disposition) are as follows (in thousands):

	Three Months Ended					Six Months Ended
	June 30,					June 30,
	2005		2004			2005			2004
Rental income	$	—	$	866		$	226		$	1,924
Rental expenses		—		(307	)		(156	)		(669	)
Depreciation and amortization		—		(246	)		(76	)		(661	)
	$	—	$	313		$	(6	)	$	594

(10)	When ProLogis contributes properties to a ProLogis Property Fund in which it has an ownership interest, ProLogis does not recognize a portion of the proceeds in its computation of the gain resulting from the contribution. The amount of the proceeds that cannot be recognized is determined based on ProLogis’ continuing ownership interest in the contributed property that arises due to ProLogis’ ownership interest in the Property Fund acquiring the property. ProLogis defers this portion of the proceeds by recognizing a reduction to its investment in the applicable Property Fund. ProLogis adjusts its proportionate share of the earnings or losses that it recognizes under the equity method from the Property Fund in later periods to reflect the Property Fund’s depreciation expense as if the depreciation expense was computed on ProLogis’ lower basis in the contributed real estate assets rather than on the Property Fund’s basis in the contributed real estate assets. If a loss is recognized when a property is contributed to a ProLogis Property Fund, the entire loss is recognized. See note 11 for the amount of cumulative gross proceeds that have not been recognized as of June 30, 2005.
	Gross proceeds deferred related to contributions during the three months ended June 30, 2005 and 2004 were $14,396,000 and $12,003,000, respectively, and during the six months ended June 30, 2005 and 2004 were $25,654,000 and $20,915,000, respectively. See page 19. When a property that ProLogis originally contributed to a ProLogis Property Fund is disposed of to a third party, ProLogis recognizes the amount of the gain that it had previously deferred as a part of its CDFS income during the period that the disposition occurs, in addition to ProLogis’ proportionate share of the gain or loss recognized by the Property Fund. Further, during periods when ProLogis’ ownership interest in a ProLogis Property Fund decreases, ProLogis will recognize gains to the extent that previously deferred proceeds are recognized to coincide with ProLogis’ new ownership interest in the ProLogis Property Fund.
(11)	As of June 30, 2005, the cumulative gross proceeds that have not been recognized in computing the gains from the contributions of properties by ProLogis to ProLogis Property Funds (before subsequent amortization) are presented below (in thousands). See note 10.

	Gross Proceeds Not Recognized
	CDFS		Non-CDFS
	Transactions		Transactions		Totals
ProLogis European Properties Fund	$	90,335	$	9,344	$	99,679
ProLogis California LLC		5,350		26,129		31,479
ProLogis North American Properties Fund I		8,278		862		9,140
ProLogis North American Properties Fund II		7,366		—		7,366
ProLogis North American Properties Fund III		5,651		337		5,988
ProLogis North American Properties Fund IV		3,805		810		4,615
ProLogis North American Properties Fund V		23,803		871		24,674
ProLogis North American Properties Funds VI-X		2,751		—		2,751
ProLogis Japan Properties Fund		32,493		—		32,493
Totals	$	179,832	$	38,353	$	218,185

(12)

ProLogis has invested in joint ventures that perform CDFS business activities (see note 5 on page 8), in the United Kingdom, in China (initial investment in July 2004) and in North America (initial investment in August 2004). ProLogis has an average 50% ownership interest in each of the CDFS joint ventures. See pages 14 and 20a for additional information regarding operating properties and development activities of these joint ventures.

(13)

Includes amortization of deferred loan costs of $1,188,000 and $1,321,000 for the three months ended June 30, 2005 and 2004, respectively, and $2,367,000 and $2,813,000 for the six months ended June 30, 2005 and 2004, respectively. Excludes interest that has been capitalized based on ProLogis’ development activities of $15,141,000 and $9,299,000 for the three months ended June 30, 2005 and 2004, respectively, and $27,581,000 and $16,686,000 for the six months ended June 30, 2005 and 2004, respectively.

(Continued)

Supplemental Information Page 8a

ProLogis

Second Quarter 2005
Unaudited Financial Results

Notes to Consolidated Financial Statements (Continued)

(14)	In June 2004, ProLogis disposed of a portion of its ownership interest in ProLogis North American Properties Fund V. As provided in certain formation agreements, ProLogis exchanged a certain portion of its investment into shares of Macquarie ProLogis Trust, the listed property trust in Australia that has an 86.0% ownership interest in ProLogis North American Properties Fund V. Upon receipt of the shares, they were immediately sold by ProLogis in the public market. ProLogis recognized a net gain of $3,328,000 in its Consolidated Statement of Earnings and a net gain of $3,164,000 on this disposition in both its Consolidated Statements of Funds From Operations and EBITDA.
(15)	Foreign currency exchange gains and losses that are recognized as a component of Net Earnings computed under GAAP generally result from: (i) remeasurement and/or settlement of certain debt transactions between ProLogis and its foreign consolidated subsidiaries and foreign unconsolidated investees (depending on the type of loan, the currency in which the loan is denominated and the form of ProLogis’ investment); (ii) remeasurement and/or settlement of certain third party debt of ProLogis’ foreign consolidated subsidiaries (depending on the currency in which the loan is denominated); and (iii) mark-to-market adjustments related to derivative financial instruments utilized to manage foreign currency risks. ProLogis generally excludes these types of foreign currency exchange gains and losses from the ProLogis Defined Funds From Operations measure and also from its computation of EBITDA.
	Foreign currency exchange gains and losses that result from transactions (including certain intercompany debt and equity investments) that are settled in a currency other than the reporting company’s functional currency and from the settlement of derivative financial instruments utilized to manage foreign currency risks are included in the ProLogis Defined Funds From Operations measure and in ProLogis’ computation of EBITDA. ProLogis’ definition of Funds From Operations is presented on page 3a and its definition of EBITDA is presented on page 4.
(16)	ProLogis reports its investments in the ProLogis Property Funds, CDFS Joint Ventures and certain other investments under the equity method. For purposes of calculating Funds From Operations and EBITDA, the Net Earnings of each of its unconsolidated investees is adjusted to be consistent with the calculation of these measures by ProLogis. ProLogis’ definition of Funds From Operations is presented on page 3a and ProLogis’ definition of EBITDA is presented on page 4.
(17)	Consists primarily of adjustments to the amounts ProLogis recognizes under the equity method that are necessary to recognize the amount of the gains that were not recognized at the contribution date due to the deferral of certain proceeds based on ProLogis’ ownership interest in the ProLogis Property Fund acquiring the property. See note 11 on page 8a.
(18)	Other investments primarily include: (i) funds that are held in escrow pending the completion of tax-deferred exchange transactions; (ii) earnest money deposits associated with potential acquisitions; (iii) costs incurred during the pre-acquisition due diligence process; (iv) costs incurred during the pre-construction phase related to future development projects; and (v) costs related to ProLogis’ corporate office buildings.
(19)	Accumulated other comprehensive income includes cumulative foreign currency translation adjustments and unrealized gains and losses associated with derivative financial instruments that receive hedge accounting treatment. ProLogis also recognizes its proportionate share of the accumulated other comprehensive income balances of its unconsolidated investees.

Supplemental Information Page 8b

ProLogis

Second Quarter 2005
Unaudited Financial Results

Components of Net Asset Value (A)

(in thousands)

Income Items

	Second
	Quarter 2005		ProLogis’				Pro Rata
	Pro Forma		Ownership				Annualized
	NOI (B)		Interest				Pro Forma NOI
Direct ownership properties (B)	$	113,676		100.0	%	X 4	$	454,704
ProLogis Property Funds—North America (B):
ProLogis California LLC	$	15,906		50.0	%	X 4	$	31,812
ProLogis North American Properties Fund I		8,394		41.3	%	X 4		13,867
ProLogis North American Properties Fund II		5,121		20.0	%	X 4		4,097
ProLogis North American Properties Fund III		4,272		20.0	%	X 4		3,418
ProLogis North American Properties Fund IV		3,382		20.0	%	X 4		2,706
ProLogis North American Properties Fund V		29,055		11.4	%	X 4		13,249
ProLogis North American Properties Funds VI — X		21,306		20.0	%	X 4		17,045
ProLogis North American Properties Funds XI		3,392		20.0	%	X 4		2,714
ProLogis North American Properties Funds XII		4,219		20.0	%	X 4		3,375
Subtotal North America								92,283
ProLogis Japan Properties Fund (B)		15,489		20.0	%	X 4		12,391
Total Property Funds—North America and Japan							$	104,674
			Second Quarter
			2005 Actual				Annualized Fees
Fee income (includes all ProLogis Property Funds) (see page 11)			$	16,478		X 4	$	65,912
							Actual Twelve
			Second Quarter				Months Ended
			2005 Actual				June 30, 2005
Income from CDFS business:
Funds From Operations from CDFS business:
Gains on dispositions of CDFS business assets, net			$	73,368			$	247,846
Development management fees and other CDFS income				3,195				3,975
				76,563				251,821
Recognition of previously deferred disposition proceeds (see note 10 on page 8a)				—				(864	)
Gross amount of disposition proceeds that have not been recognized in Funds From Operations on current period contributions (see note 10 on page 8a)				14,396				48,172
			$	90,959			$	299,129
Balance Sheet Items
Investment in ProLogis European Properties Fund (C)							$	455,844
Net assets held for sale (discontinued operations) (D)							$	34,600
Investments in unconsolidated investees other than ProLogis Property Funds (see page 7):
CDFS Joint Ventures							$	67,511
Other unconsolidated investees								27,271
Total investments in unconsolidated investees other than ProLogis Property Funds							$	94,782
Investments in land and development projects:
Development projects in process (see pages 6 and 20)							$	748,342
Land held for development (see pages 6 and 7)								562,573
Total investments in land and development projects							$	1,310,915
Other assets:
Cash and cash equivalents							$	157,061
Deposits, prepaid assets and other tangible assets (E)								386,466
Accounts and notes receivable								59,099
ProLogis’ share of other tangible assets of ProLogis Property Funds (F)								25,274
Total other assets							$	627,900
Liabilities and preferred equity:
ProLogis’ total liabilities (excluding liabilities associated with assets held for sale-discontinued operations)							$	(4,125,211	)
ProLogis’ share of third party debt of ProLogis Property Funds (see page 12) (F)								(736,482	)
ProLogis’ share of other third party liabilities of ProLogis Property Funds (F)								(22,655	)
Total liabilities								(4,884,348	)
Preferred Shares								(350,000	)
Total liabilities and preferred equity							$	(5,234,348	)

ProLogis’ Consolidated Balance Sheets are on Page 6.

Net Asset Value Discussion

ProLogis considers Net Asset Value to be a useful tool for management, financial analysts, potential investors and shareholders to estimate the fair value of common shareholder equity. The assessment of the fair value of a particular segment of ProLogis’ business is subjective in that it will involve estimates and can be performed using various methods. Therefore, ProLogis has presented the financial results and investments related to its business segments that it believes are important in calculating its Net Asset Value but has not presented any specific methodology nor provided any guidance on the assumptions or estimates that should be used in the calculation.

Comments are on page 9a.

Supplemental Information Page 9

ProLogis

Second Quarter 2005
Unaudited Financial Results

Comments to Components of Net Asset Value
(in thousands)

Comments relate to page 9.

COMMENTS

(A)

The components of Net Asset Value provided on page 9 do not consider any incentive management fees that ProLogis can earn from ProLogis Property Funds, the potential growth in rental and fee income streams or the franchise value associated with ProLogis’ global operating platform and the ProLogis Operating System®.

(B)

A reconciliation of rental income and rental expenses computed under GAAP to pro forma net operating income (“NOI”) for purposes of the Net Asset Value calculation for ProLogis and the ProLogis Property Funds, excluding ProLogis European Properties Fund, for the three months ended June 30, 2005 follows (amounts in thousands). ProLogis’ investment in ProLogis European Properties Fund is subject to periodic third party valuations (see comment C) therefore, a separate calculation using pro forma NOI is not necessary.

							ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis
				ProLogis			N.A.			N.A.			N.A.			N.A.			N.A.			N.A.			N.A.			N.A.			Japan
				California			Properties			Properties			Properties			Properties			Properties			Properties			Properties			Properties			Properties
	ProLogis			LLC			Fund I			Fund II			Fund III			Fund IV			Fund V			Funds VI - X			Fund XI			Fund XII			Fund
Calculation of Pro Forma NOI (a):
Rental income computed under GAAP (see pages 3 and 11)	$	136,079		$	20,823		$	10,714		$	6,813		$	5,601		$	4,182		$	35,215		$	29,006		$	4,456		$	5,404		$	15,567
Straight-lined rents (b)		(1,696	)		(35	)		(255	)		(121	)		(168	)		(84	)		(1,175	)		(896	)		(260	)		(15	)		(767	)
Net termination fees (c)		(232	)		(1,164	)		(21	)		—			—			—			—			—			—			—			—
Adjusted rental income		134,151			19,624			10,438			6,692			5,433			4,098			34,040			28,110			4,196			5,389			14,800
Rental expenses, computed under GAAP (see pages 3 and 11)		(37,237	)		(3,876	)		(2,146	)		(1,626	)		(1,226	)		(750	)		(6,837	)		(8,223	)		(850	)		(1,170	)		(1,971	)
Certain fees paid to ProLogis (d)		—			158			102			55			65			34			312			303			46			—			—
Adjusted rental expenses		(37,237	)		(3,718	)		(2,044	)		(1,571	)		(1,161	)		(716	)		(6,525	)		(7,920	)		(804	)		(1,170	)		(1,971	)
Adjusted NOI		96,914			15,906			8,394			5,121			4,272			3,382			27,515			20,190			3,392			4,219			12,829
Other adjustments (e) (f)		16,762			—			—			—			—			—			1,540			1,116			—			—			2,660
Pro Forma NOI	$	113,676		$	15,906		$	8,394		$	5,121		$	4,272		$	3,382		$	29,055		$	21,306		$	3,392		$	4,219		$	15,489

(a)	Pro forma NOI represents: (i) rental income computed under GAAP for each applicable property, including rental expense recoveries, adjusted to exclude straight-lined rents (see (b) below) and net termination fees (see (c) below); (ii) less rental expenses computed under GAAP for each applicable property adjusted to exclude certain fees paid to ProLogis that have been recognized as rental expenses by the ProLogis Property Funds (see (d) below); (iii) as adjusted to reflect CDFS business assets (completed developments and repositioned acquisitions) at a stabilized yield for the entire period (see (e) below); and (iv) as adjusted to present a full period of operations for those properties that were not stabilized for the entire period (see (f) below).
(b)	Straight-lined rents are removed from rental income computed under GAAP to allow for the calculation of a cash yield, which is common in Net Asset Value calculations.
(c)	Net termination fees generally represent the gross fee negotiated at the time a customer is allowed to terminate its lease agreement offset by that customer’s rent leveling asset or liability, if any, that has been previously recognized under GAAP. Removing the net termination fees from rental income allows for the calculation of pro forma NOI to include only rental income that is indicative of the property’s recurring operating performance. Customer terminations are negotiated under specific circumstances and are not subject to specific provisions or rights allowed under the lease agreements.
(d)	These miscellaneous fees are removed because they represent costs that are specific to the ownership structures of the individual ProLogis Property Fund and are not necessarily indicative of expenses that would be incurred under other structures.
(e)	For ProLogis, the NOI generated by CDFS business assets (completed developments and repositioned acquisitions) is removed and replaced with an NOI measure that is computed by applying each property’s projected yield at the time the property was developed or acquired to the gross book basis of the property at June 30, 2005. For ProLogis North American Properties Funds VI through X, the NOI generated by recently completed developments is removed and replaced with an NOI measure that is computed by applying each property’s projected yield at completion to the gross book basis of the property at June 30, 2005.
(f)	For ProLogis North American Properties Fund V and ProLogis Japan Properties Fund, NOI is adjusted to reflect a full period of operations for the properties that were acquired during the three-month period and to remove the NOI for properties disposed of during the three-month period, if any. See page 18.

(C) At June 30, 2005, the Net Asset Value of ProLogis’ investment in ProLogis European Properties Fund was as follows (in thousands, except per unit amounts):

Number of equity units held by ProLogis on June 30, 2005		34,003
Net Asset Value per unit at December 31, 2004 in euros (g)		10.99
Total Net Asset Value at June 30, 2005 in euros		373,693
Euro to U.S. dollar exchange rate at June 30, 2005		1.2092
Total Net Asset Value at June 30, 2005 in U.S. dollars	$	451,870
ProLogis’ share of Funds From Operations since December 31, 2004 (h)		16,452
Less dividends received by ProLogis since December 31, 2004		(18,705	)
Net amounts owed to ProLogis		6,227
	$	455,844

(g)	Based on an independent third party valuation as of December 31, 2004.
(h)	Represents ProLogis’ share of Funds From Operations of ProLogis European Properties Fund since the last net asset valuation (December 31, 2004) excluding management fee income which is paid to ProLogis on a current basis. See page 11.

(D)	The French operations of ProLogis’ temperature-controlled distribution business are held for sale. See note 6 on page 8 and page 13.
(E)	These items are reflected in ProLogis’ Consolidated Balance Sheets as components of Other assets and Investments in real estate — Other investments.
(F)	Excludes ProLogis European Properties Fund. See comment C.

Supplemental Information Page 9a

ProLogis

Second Quarter 2005
Unaudited Financial Results

Calculations of Return on Capital (A)
(in thousands)

EBITDA
	Second Quarter			First Quarter			Calendar Year
	2005			2005			2004
EBITDA (see page 4)	$	216,169		$	191,445		$	764,480
Disposition proceeds attributable to current period contributions that have been deferred and not recognized in computing the gains that are included in EBITDA (see page 19)		14,396			11,258			43,433
Adjustment to the amount of the deferred disposition proceeds due to interest capitalization treatment for computing EBITDA (B)		2,415			1,732			7,295
Disposition proceeds attributable to prior period contributions that have been recognized in computing the current period gains that are included in EBITDA (see note 10 on page 8a)		—			—			(4,143	)
	$	232,980		$	204,435		$	811,065
Total Book Assets (C)
	June 30,			March 31,			Averages			December 31,			September 30,			June 30,			March 31,			December 31,
	2005			2005			2004			2004			2004			2004			2004			2003
Direct investment:
ProLogis’ direct investment in real estate assets, before depreciation (D)	$	6,768,421		$	6,610,537		$	6,058,115		$	6,333,731		$	6,075,860		$	5,926,299		$	6,100,639		$	5,854,046
ProLogis’ direct other assets, net of direct other liabilities (E)		183,570			341,504			341,057			278,027			322,191			451,603			248,466			404,996
Net assets held for sale (discontinued operations) — see page 13		34,600			39,895			73,749			51,677			107,285			105,710			104,075			—
		6,986,591			6,991,936			6,472,921			6,663,435			6,505,336			6,483,612			6,453,180			6,259,042
ProLogis share of Total Book Assets of unconsolidated investees:
ProLogis Property Funds (F)		2,097,812			2,155,459			1,720,235			2,139,015			1,971,704			1,555,322			1,502,352			1,432,781
Investments in CDFS Joint Ventures (G)		67,511			79,173			24,697			47,178			39,592			12,098			11,881			12,734
Investments in other unconsolidated investees (D)		27,271			27,470			35,792			28,351			25,897			2,930			5,321			116,463
		2,192,594			2,262,102			1,780,724			2,214,544			2,037,193			1,570,350			1,519,554			1,561,978
Total Book Assets (including ProLogis’ share of Total Book Assets of unconsolidated investees)	$	9,179,185		$	9,254,038		$	8,253,645		$	8,877,979		$	8,542,529		$	8,053,962		$	7,972,734		$	7,821,020
Total Book Equity Attributable to Common Shareholders (C):
Total Book Assets (C)	$	9,179,185		$	9,254,038		$	8,253,645		$	8,877,979		$	8,542,529		$	8,053,962		$	7,972,734		$	7,821,020
Less: minority interest (D)		(65,690	)		(66,550	)		(50,715	)		(66,273	)		(76,490	)		(36,262	)		(36,775	)		(37,777	)
Less: third party debt (D)		(3,661,189	)		(3,761,891	)		(3,220,528	)		(3,413,961	)		(3,443,868	)		(3,125,068	)		(3,129,072	)		(2,990,669	)
Less: ProLogis’ share of third party debt of ProLogis Property Funds (see page 21)		(1,106,785	)		(1,133,415	)		(862,300	)		(1,119,008	)		(842,742	)		(811,712	)		(787,401	)		(750,638	)
Less: preferred shares (D)		(350,000	)		(350,000	)		(375,000	)		(350,000	)		(350,000	)		(350,000	)		(350,000	)		(475,000	)
Total Book Equity Attributable to Common Shareholders (including ProLogis’ share of Total Book Equity of unconsolidated investees)	$	3,995,521		$	3,942,182		$	3,745,102		$	3,928,737		$	3,829,429		$	3,730,920		$	3,669,486		$	3,566,936
Return Calculations							Calendar Year 2004
Average Book Assets							$	8,253,645
Less: average direct other assets, net of direct other liabilities								(341,057	)
Less: average minority interest								(50,715	)
							$	7,861,873
Adjusted EBITDA for the full year							$	811,065
Return on Assets (H)								10.32	%
Return on Equity Attributable to Common Shareholders (I):
Average Book Equity Attributable to Common Shareholders (C)							$	3,745,102
Less: average direct other assets, net of direct other liabilities								(341,057	)
							$	3,404,045
ProLogis Defined Funds From Operations Attributable to Common Shares for the full year							$	400,403
Add back: gains not recognized computed on a Funds From Operations basis, net of recapture amounts recognized (see note 10 on page 8a)								39,290
Add back: non-real estate depreciation (including amounts recorded as relocation expenses)								9,911
Add back: non-real estate depreciation of CDFS Joint Ventures and other investees								369
Add back: impairment charges related to temperature-controlled distribution assets								50,582
Add back: excess of redemption values over the carrying values of preferred shares redeemed								4,236
ProLogis Defined Funds From Operations Attributable to Common Shares, as adjusted							$	504,791
Return on Equity Attributable to Common Shareholders (I)								14.83	%

Comments are on page 10a.

Supplemental Information Page 10

ProLogis

Second Quarter 2005
Unaudited Financial Results

Comments to Calculations of Return on Capital

Comments relate to page 10.

COMMENTS

(A)	Return on Capital measures are commonly used by management, financial analysts, potential investors and shareholders to analyze financial returns. ProLogis believes that Return on Assets is useful in analyzing the financial returns resulting from capital deployment decisions and for comparing returns associated with alternative investment decisions. ProLogis believes that Return on Equity Attributable to Common Shareholders is useful in assessing the financial returns attributable to holders of common equity resulting from capital deployment and capital structuring decisions and evaluating options, as well as for comparing returns for alternative investment decisions. See comments H and I.
(B)	In computing ProLogis’ EBITDA measure, the gains and losses from the contributions of developed properties recognized as CDFS income are adjusted to reflect these gains and losses as if no interest cost had been capitalized during the development of the properties (i.e. the gains are larger since capitalized interest is not included in the basis of the assets contributed). See page 4. This adjustment also impacts the amount of the proceeds that are deferred and not recognized due to ProLogis’ ownership interest in the Property Fund acquiring the property. See note 10 on page 8a.
(C)	ProLogis’ use of the term “Book Assets” refers to the undepreciated asset base of the company. ProLogis’ use of the term “Book Equity” refers to the equity of the company with its assets presented on an undepreciated basis.
(D)	Represents ProLogis’ recorded balance sheet amount as of the applicable date. ProLogis’ Consolidated Balance Sheets are at page 6.
(E)	Other assets includes all assets other than real estate, investments in unconsolidated investees and assets held for sale (discontinued operations) and other liabilities includes all liabilities other than third party debt and liabilities associated with assets held for sale (discontinued operations). ProLogis’ Consolidated Balance Sheets are at page 6.
(F)	Represents ProLogis’ share of the total assets, before depreciation, net of liabilities, other than third party debt, of each entity. See page 12.
(G)	Represents ProLogis’ balance sheet investment in the entities plus ProLogis’ share of the entities’ third party debt, if any.
(H)	Return on Assets measures EBITDA, generated by operations and as defined by ProLogis on page 4, against the original capital invested that has generated this EBITDA. ProLogis believes that this EBITDA measure most accurately measures the direct financial return resulting from its capital decisions without including the impacts that financing and capital structure choices would have on the return calculation. While certain components of this measure are provided on an interim basis, ProLogis provides its computation of the actual measure only on a calendar year basis.
(I)	Return on Equity Attributable to Common Shareholders measures Funds From Operations as defined by ProLogis on page 3a and as further adjusted to remove all depreciation and amortization amounts and to reflect gains on contributions of CDFS assets at their gross amount prior to any deferrals of proceeds (see note 10 on page 8a) against the invested shareholder capital to which the Funds From Operations generated is attributable. ProLogis believes that the ProLogis Defined Funds From Operations measure, as adjusted, most accurately measures the return related to the capital invested in common equity. While certain components of this measure are provided on an interim basis, ProLogis provides its computation of the actual measure only on a calendar year basis.

Supplemental Information Page 10a

ProLogis

Second Quarter 2005
Unaudited Financial Results

ProLogis Property Funds — EBITDA, Funds From Operations and Net Earnings (Loss)
(in thousands)

	ProLogis						ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis
	European			ProLogis			N.A.			N.A.			N.A.			N.A.			N.A.			N.A.			N.A.			N.A.			Japan						ProLogis’
	Properties			California			Properties			Properties			Properties			Properties			Properties			Properties			Properties			Properties			Properties						Share of the
	Fund			LLC			Fund I			Fund II			Fund III			Fund IV			Fund V			Funds VI - X			Fund XI			Fund XII			Fund			Total			Property Funds
	For the Three Months Ended June 30, 2005 (A)
EBITDA, Funds From Operations and Net Earnings (Loss) of each Property Fund:
Rental revenues	$	90,014		$	20,823		$	10,714		$	6,813		$	5,601		$	4,182		$	35,215		$	29,006		$	4,456		$	5,404		$	15,567		$	227,795		$	52,461
Rental expenses:
Property management fees paid to ProLogis (B)		(676	)		(668	)		(305	)		(199	)		(212	)		(107	)		(1,032	)		(1,084	)		(192	)		(184	)		—			(4,659	)		(1,118	)
Other		(11,364	)		(3,208	)		(1,841	)		(1,427	)		(1,014	)		(643	)		(5,805	)		(7,139	)		(658	)		(986	)		(1,971	)		(36,056	)		(8,242	)
Total rental expenses		(12,040	)		(3,876	)		(2,146	)		(1,626	)		(1,226	)		(750	)		(6,837	)		(8,223	)		(850	)		(1,170	)		(1,971	)		(40,715	)		(9,360	)
Net operating income from properties		77,974			16,947			8,568			5,187			4,375			3,432			28,378			20,783			3,606			4,234			13,596			187,080			43,101
Other income (expense)		261			(1	)		(17	)		(13	)		(29	)		(21	)		277			(171	)		(60	)		(15	)		(299	)		(88	)		(41	)
Asset management and other fees paid to ProLogis (B)		(6,587	)		(6	)		(159	)		(296	)		(263	)		(181	)		(116	)		(930	)		(358	)		(56	)		(1,067	)		(10,019	)		(2,135	)
EBITDA of the Property Fund (C)		71,648			16,940			8,392			4,878			4,083			3,230			28,539			19,682			3,188			4,163			12,230			176,973			40,925
Current income tax and other expense		(5,156	)		(15	)		(41	)		(1	)		(7	)		(21	)		(244	)		(52	)		—			—			(31	)		(5,568	)		(1,188	)
Third party interest expense		(27,078	)		(5,709	)		(4,619	)		(2,837	)		(2,703	)		(1,761	)		(9,763	)		(12,784	)		(824	)		(841	)		(2,411	)		(71,330	)		(16,551	)
Funds From Operations of the Property Fund (D)		39,414			11,216			3,732			2,040			1,373			1,448			18,532			6,846			2,364			3,322			9,788			100,075			23,186
Real estate related depreciation and amortization		(22,048	)		(5,014	)		(2,568	)		(1,386	)		(1,288	)		(890	)		(6,907	)		(8,930	)		(1,749	)		(1,734	)		(2,574	)		(55,088	)		(12,819	)
Losses on other dispositions, net		(518	)		—			—			—			—			—			—			—			—			—			—			(518	)		(102	)
Foreign currency exchange gains, net		1,284			—			—			—			—			—			—			—			—			—			—			1,284			277
Deferred income tax expense		(5,552	)		—			—			—			—			—			—			—			—			—			—			(5,552	)		(1,198	)
Net Earnings (Loss) of the Property Fund (E)	$	12,580		$	6,202		$	1,164		$	654		$	85		$	558		$	11,625		$	(2,084	)	$	615		$	1,588		$	7,214		$	40,201		$	9,344
ProLogis’ share of EBITDA, Funds From Operations and Net Earnings (Loss) of each Property Fund recognized under the equity method (see pages 2, 3, 4 and 5):
ProLogis’ average ownership interest for the three-month period (F)		21.6	%		50.0	%		41.3	%		20.0	%		20.0	%		20.0	%		11.4	%		20.0	%		20.0	%		20.0	%		20.0	%		23.2	%
ProLogis’ share of the Property Fund’s EBITDA		15,475			8,471			3,466			975			817			646			3,222			3,936			638			833			2,446			40,925
Fees paid to ProLogis (G)		7,263			967			566			546			523			326			2,177			2,258			550			234			1,068			16,478
Other (H)		—			(56	)		(31	)		(4	)		(6	)		(5	)		(27	)		(8	)		—			—			181			44
EBITDA recognized by ProLogis (C)	$	22,738		$	9,382		$	4,001		$	1,517		$	1,334		$	967		$	5,372		$	6,186		$	1,188		$	1,067		$	3,695		$	57,447
ProLogis’ share of the Property Fund’s Funds From Operations		8,513			5,609			1,541			408			274			289			2,088			1,369			473			664			1,958			23,186
Fees paid to ProLogis (G)		7,263			967			566			546			523			326			2,177			2,258			550			234			1,068			16,478
Other (H)		—			(114	)		(31	)		(4	)		(6	)		(4	)		438			(47	)		—			1			181			414
Funds From Operations recognized by ProLogis (D)	$	15,776		$	6,462		$	2,076		$	950		$	791		$	611		$	4,703		$	3,580		$	1,023		$	899		$	3,207		$	40,078
ProLogis’ share of the Property Fund’s Net Earnings (Loss)		2,717			3,101			481			131			17			111			1,310			(407	)		123			317			1,443			9,344
Fees paid to ProLogis (G)		7,263			967			566			546			523			326			2,177			2,258			550			234			1,068			16,478
Other (H)		508			161			50			39			32			26			579			(20	)		—			1			284			1,660
Net Earnings recognized by ProLogis (E)	$	10,488		$	4,229		$	1,097		$	716		$	572		$	463		$	4,066		$	1,831		$	673		$	552		$	2,795		$	27,482
	For the Three Months Ended June 30, 2004 (I)
EBITDA recognized by ProLogis, including fees (C)	$	18,343		$	8,381		$	4,240		$	1,521		$	1,473		$	950		$	4,795		$	6		$	—		$	—		$	1,970		$	41,679
Funds From Operations recognized by ProLogis, including fees (D)	$	12,446		$	5,761		$	2,319		$	952		$	932		$	596		$	4,026		$	6		$	—		$	—		$	1,716		$	28,754
Net Earnings recognized by ProLogis, including fees (E)	$	8,854		$	4,231		$	1,364		$	729		$	731		$	472		$	3,337		$	6		$	—		$	—		$	1,544		$	21,268

COMMENTS

(A)	All ProLogis Property Funds were operating throughout the period.
(B)	These fees are paid to ProLogis on a current basis.
(C)	EBITDA is a supplemental measure that is used to calculate Return on Capital measures (see page 10). See ProLogis’ Consolidated Statements of Earnings on page 2, ProLogis’ Consolidated Statements of EBITDA on page 4 and the Reconciliations of Net Earnings to EBITDA on page 5. ProLogis’ definition of EBITDA is presented on page 4.
(D)	Funds From Operations is a supplemental measure used by ProLogis. See ProLogis’ Consolidated Statements of Earnings on page 2, ProLogis’ Consolidated Statements of Funds From Operations on page 3 and the Reconciliations of Net Earnings to Funds From Operations on page 5. ProLogis’ definition of Funds From Operations is presented on page 3a.
(E)	See ProLogis’ Consolidated Statements of Earnings on page 2.
(F)	The total average ownership is weighted based on each entity’s contribution to the total Funds From Operations for the period presented.
(G)	In addition to the property and asset management fees earned by ProLogis and expensed by the ProLogis Property Funds, ProLogis earns other fees for leasing, development and other activities performed on behalf of the ProLogis Property Funds. Certain of these fees are capitalized by the ProLogis Property Funds (primarily leasing and development fees). ProLogis defers an amount of the leasing and development fees it earns in an amount proportionate to its ownership interest in the ProLogis Property Fund. The deferred fees are recognized as income by ProLogis in future periods by reducing the amount of the capitalized fees that the ProLogis Property Fund includes in amortization or depreciation expense when ProLogis recognizes its share of the earnings and/or loss of the Property Fund under the equity method. For Funds From Operations and EBITDA, the deferred fees are not recognized unless the underlying asset is sold to a third party by the ProLogis Property Fund.
(H)	Consists primarily of adjustments to the amounts that ProLogis recognizes under the equity method that are necessary to recognize the amount of the gains that were not recognized at the contribution date due to the deferral of certain proceeds based on ProLogis’ ownership interest in the ProLogis Property Fund acquiring the property. See comment G and note 10 on page 8a.
(I)	ProLogis North American Properties Funds VI through X began operations on June 30, 2004. ProLogis acquired its ownership interests in ProLogis North American Properties Funds XI and XII on August 4, 2004.

Supplemental Information Page 11

ProLogis

Second Quarter 2005
Unaudited Financial Results

ProLogis Property Funds — EBITDA, Funds From Operations and Net Earnings
(in thousands)

	ProLogis						ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis
	European			ProLogis			N.A.			N.A.			N.A.			N.A.			N.A.			N.A.			N.A.			N.A.			Japan						ProLogis’
	Properties			California			Properties			Properties			Properties			Properties			Properties			Properties			Properties			Properties			Properties						Share of the
	Fund			LLC			Fund I			Fund II			Fund III			Fund IV			Fund V			Funds VI - X			Fund XI			Fund XII			Fund			Total			Property Funds
	For the Six Months Ended June 30, 2005 (A)
EBITDA, Funds From Operations and Net Earnings of each Property Fund:
Rental revenues	$	180,524		$	41,104		$	21,406		$	13,498		$	10,928		$	8,356		$	73,751		$	57,796		$	9,267		$	11,093		$	30,007		$	457,730		$	104,982
Rental expenses:
Property management fees paid to ProLogis (B)		(1,396	)		(1,372	)		(629	)		(413	)		(421	)		(220	)		(1,990	)		(2,140	)		(423	)		(382	)		—			(9,386	)		(2,274	)
Other		(21,789	)		(6,534	)		(3,726	)		(2,852	)		(2,186	)		(1,314	)		(11,390	)		(13,114	)		(1,599	)		(1,989	)		(3,814	)		(70,307	)		(16,184	)
Total rental expenses		(23,185	)		(7,906	)		(4,355	)		(3,265	)		(2,607	)		(1,534	)		(13,380	)		(15,254	)		(2,022	)		(2,371	)		(3,814	)		(79,693	)		(18,458	)
Net operating income from properties		157,339			33,198			17,051			10,233			8,321			6,822			60,371			42,542			7,245			8,722			26,193			378,037			86,524
Other income (expense)		(3,211	)		21			(64	)		(19	)		(46	)		(39	)		538			(421	)		(11	)		32			(328	)		(3,548	)		(813	)
Asset management and other fees paid to ProLogis (B)		(13,260	)		(10	)		(333	)		(593	)		(531	)		(363	)		(227	)		(1,761	)		(560	)		(165	)		(2,107	)		(19,910	)		(4,249	)
EBITDA of the Property Fund (C)		140,868			33,209			16,654			9,621			7,744			6,420			60,682			40,360			6,674			8,589			23,758			354,579			81,462
Current income tax and other expense		(10,753	)		(18	)		(55	)		(1	)		(8	)		(23	)		(434	)		(91	)		—			—			(42	)		(11,425	)		(2,437	)
Third party interest expense		(53,947	)		(11,695	)		(9,179	)		(5,675	)		(5,405	)		(3,521	)		(17,229	)		(25,462	)		(1,603	)		(1,968	)		(4,492	)		(140,176	)		(32,883	)
Funds From Operations of the Property Fund (D)		76,168			21,496			7,420			3,945			2,331			2,876			43,019			14,807			5,071			6,621			19,224			202,978			46,142
Real estate related depreciation and amortization		(43,182	)		(9,995	)		(5,113	)		(2,755	)		(2,556	)		(1,779	)		(15,286	)		(17,704	)		(3,650	)		(3,825	)		(4,896	)		(110,741	)		(25,612	)
Gains on other dispositions, net		1,508			—			—			—			—			—			—			49			—			—			—			1,557			336
Foreign currency exchange gains, net		2,546			—			—			—			—			—			—			—			—			—			—			2,546			550
Deferred income tax expense		(5,054	)		—			—			—			—			—			—			—			—			—			—			(5,054	)		(1,090	)
Net Earnings of the Property Fund (E)	$	31,986		$	11,501		$	2,307		$	1,190		$	(225	)	$	1,097		$	27,733		$	(2,848	)	$	1,421		$	2,796		$	14,328		$	91,286		$	20,326
ProLogis’ share of EBITDA, Funds From Operations and Net Earnings of each Property Fund recognized under the equity method (see pages 2, 3, 4 and 5):
ProLogis’ average ownership interest for the six-month period (F)		21.6	%		50.0	%		41.3	%		20.0	%		20.0	%		20.0	%		11.4	%		20.0	%		20.0	%		20.0	%		20.0	%		22.7	%
ProLogis’ share of the Property Fund’s EBITDA		30,427			16,605			6,878			1,924			1,549			1,284			6,918			8,072			1,335			1,718			4,752			81,462
Fees paid to ProLogis (G)		14,656			1,929			1,185			1,150			1,028			635			4,425			4,355			984			550			2,108			33,005
Other (H)		—			(225	)		(54	)		(9	)		(11	)		(9	)		(52	)		(9	)		—			—			325			(44	)
EBITDA recognized by ProLogis (C)	$	45,083		$	18,309		$	8,009		$	3,065		$	2,566		$	1,910		$	11,291		$	12,418		$	2,319		$	2,268		$	7,185		$	114,423
ProLogis’ share of the Property Fund’s Funds From Operations		16,452			10,748			3,064			789			466			575			4,904			2,961			1,014			1,324			3,845			46,142
Fees paid to ProLogis (G)		14,656			1,929			1,185			1,150			1,028			635			4,425			4,355			984			550			2,108			33,005
Other (H)		—			(334	)		(54	)		(9	)		(11	)		(9	)		170			(99	)		(2	)		15			325			(8	)
Funds From Operations recognized by ProLogis (D)	$	31,108		$	12,343		$	4,195		$	1,930		$	1,483		$	1,201		$	9,499		$	7,217		$	1,996		$	1,889		$	6,278		$	79,139
ProLogis’ share of the Property Fund’s Net Earnings		6,909			5,751			953			238			(45	)		219			3,162			(570	)		284			559			2,866			20,326
Fees paid to ProLogis (G)		14,656			1,929			1,185			1,150			1,028			635			4,425			4,355			984			550			2,108			33,005
Other (H)		1,037			214			99			78			64			51			442			(52	)		(2	)		15			503			2,449
Net Earnings recognized by ProLogis (E)	$	22,602		$	7,894		$	2,237		$	1,466		$	1,047		$	905		$	8,029		$	3,733		$	1,266		$	1,124		$	5,477		$	55,780
	For the Six Months Ended June 30, 2004 (I)
EBITDA recognized by ProLogis, including fees (C)	$	37,398		$	16,710		$	8,284		$	3,115		$	2,877		$	1,918		$	9,072		$	6		$	—		$	—		$	3,968		$	83,348
Funds From Operations recognized by ProLogis, including fees (D)	$	26,128		$	11,464		$	4,456		$	1,979		$	1,795		$	1,212		$	7,488		$	6		$	—		$	—		$	3,490		$	58,018
Net Earnings recognized by ProLogis, including fees (E)	$	18,306		$	8,283		$	2,559		$	1,533		$	1,398		$	943		$	5,896		$	6		$	—		$	—		$	3,148		$	42,072

COMMENTS

(A)	All ProLogis Property Funds were operating throughout the period.
(B)	These fees are paid to ProLogis on a current basis.
(C)	EBITDA is a supplemental measure that is used to calculate Return on Capital measures (see page 10). See ProLogis’ Consolidated Statements of Earnings on page 2, ProLogis’ Consolidated Statements of EBITDA on page 4 and the Reconciliations of Net Earnings to EBITDA on page 5. ProLogis’ definition of EBITDA is presented on page 4.
(D)	Funds From Operations is a supplemental measure used by ProLogis. See ProLogis’ Consolidated Statements of Earnings on page 2, ProLogis’ Consolidated Statements of Funds From Operations on page 3 and the Reconciliations of Net Earnings to Funds From Operations on page 5. ProLogis’ definition of Funds From Operations is presented on page 3a.
(E)	See ProLogis’ Consolidated Statements of Earnings on page 2.
(F)	The total average ownership is weighted based on each entity’s contribution to the total Funds From Operations for the period presented.
(G)	In addition to the property and asset management fees earned by ProLogis and expensed by the ProLogis Property Funds, ProLogis earns other fees for leasing, development and other activities performed on behalf of the ProLogis Property Funds. Certain of these fees are capitalized by the ProLogis Property Funds (primarily leasing and development fees). ProLogis defers an amount of the leasing and development fees it earns in an amount proportionate to its ownership interest in the ProLogis Property Fund. The deferred fees are recognized as income by ProLogis in future periods by reducing the amount of the capitalized fees that the ProLogis Property Fund includes in amortization or depreciation expense when ProLogis recognizes its share of the earnings and/or loss of the Property Fund under the equity method. For Funds From Operations and EBITDA, the deferred fees are not recognized unless the underlying asset is sold to a third party by the ProLogis Property Fund.
(H)	Consists primarily of adjustments to the amounts that ProLogis recognizes under the equity method that are necessary to recognize the amount of the gains that were not recognized at the contribution date due to the deferral of certain proceeds based on ProLogis’ ownership interest in the ProLogis Property Fund acquiring the property. See comment G and note 10 on page 8a.
(I)	ProLogis North American Properties Funds VI through X began operations on June 30, 2004. ProLogis acquired its ownership interests in ProLogis North American Properties Funds XI and XII on August 4, 2004.

Supplemental Information Page 11a

ProLogis

Second Quarter 2005
Unaudited Financial Results

ProLogis Property Funds — Balance Sheets
(in thousands)

	ProLogis						ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis
	European			ProLogis			N.A.			N.A.			N.A.			N.A.			N.A.			N.A.			N.A.			N.A.			Japan
	Properties			California			Properties			Properties			Properties			Properties			Properties			Properties			Properties			Properties			Properties
Selected Balance Sheet Items of the ProLogis Property Funds	Fund			LLC			Fund I			Fund II			Fund III			Fund IV			Fund V			Funds VI -X			Fund XI			Fund XII			Fund			Total
Operating properties, before depreciation	$	3,620,156		$	687,548		$	377,083		$	236,007		$	211,256		$	141,947		$	1,393,003		$	1,509,590		$	226,930		$	262,471		$	986,791		$	9,652,782
Other assets, net of other liabilities	$	(10,454	)	$	15,205		$	5,466		$	4,964		$	3,698		$	4,523		$	(65,728	)	$	40,971		$	8,808		$	15,919		$	(186,206	)	$	(162,834	)
Total assets, before depreciation, net of other liabilities	$	3,609,702		$	702,753		$	382,549		$	240,971		$	214,954		$	146,470		$	1,327,275		$	1,550,561		$	235,738		$	278,390		$	800,585		$	9,489,948
Third party debt	$	1,797,588		$	332,196		$	242,304		$	165,000		$	150,267		$	103,176		$	709,600		$	906,253		$	66,910		$	78,325		$	477,162		$	5,028,781
ProLogis’ ownership interest as of June 30, 2005		20.6	%		50.0	%		41.3	%		20.0	%		20.0	%		20.0	%		11.4	%		20.0	%		20.0	%		20.0	%		20.0	%		22.1%	(A)

	ProLogis						ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis			ProLogis
	European			ProLogis			N.A.			N.A.			N.A.			N.A.			N.A.			N.A.			N.A.			N.A.			Japan
	Properties			California			Properties			Properties			Properties			Properties			Properties			Properties			Properties			Properties			Properties
ProLogis' Share of the ProLogis Property Funds' Balances	Fund			LLC			Fund I			Fund II			Fund III			Fund IV			Fund V			Funds VI -X			Fund XI			Fund XII			Fund			Total
ProLogis’ Balance Sheet Investment (see page 7)	$	266,345		$	117,146		$	34,852		$	5,456		$	4,768		$	2,872		$	92,197		$	122,796		$	32,614		$	39,393		$	81,600		$	800,039
Add (Deduct):
ProLogis’ share of third party debt		370,303			166,098			100,072			33,000			30,053			20,635			80,894			181,251			13,382			15,665			95,432			1,106,785
ProLogis’ share of depreciation and amortization		49,910			39,212			17,783			3,750			3,154			1,928			5,255			5,427			1,170			1,381			2,096			131,066
Gross proceeds not recognized on a cumulative basis (before amortization) (B)		99,679			31,479			9,140			7,366			5,988			4,615			24,674			2,751			—			—			32,493			218,185
Other (C)		(42,638	)		(2,558	)		(3,854	)		(1,378	)		(972	)		(756	)		(51,711	)		(2,113	)		(18	)		(761	)		(51,504	)		(158,263	)
ProLogis’ share of total assets, before depreciation, net of other liabilities	$	743,599		$	351,377		$	157,993		$	48,194		$	42,991		$	29,294		$	151,309		$	310,112		$	47,148		$	55,678		$	160,117		$	2,097,812

COMMENTS

(A)	The average ownership is weighted based on each entity’s contribution to total assets, before depreciation, net of other liabilities.
(B)	See note 11 on page 8a.
(C)	Generally consists of: (i) intercompany balances; (ii) additional basis in the investments that have been recorded directly by ProLogis; (iii) adjustments necessary to reflect ProLogis’ share of the retained earnings of the property fund based on ProLogis’ ownership at the time the earnings were recognized for those property funds (applicable when ProLogis’ ownership has varied over time); and (iv) ProLogis’ proportionate share of the accumulated other comprehensive income of ProLogis European Properties Fund (cumulative foreign currency translation adjustments and hedge accounting adjustments) and ProLogis Japan Properties Fund (cumulative foreign currency translation adjustments). See note 18 on page 8b.

Supplemental Information Page 12

ProLogis

Second Quarter 2005
Unaudited Financial Results

Discontinued Operations — Assets Held for Sale (A)
(in thousands)

	June 30,		December 31,
	2005		2004
Assets:
Plant, property and equipment, net of accumulated depreciation (B)	$	36,875	$	54,046
Cash		30,122		29,429
Accounts receivable		19,890		22,565
Other assets		8,265		8,628
Total assets		95,152		114,668
Liabilities:
Third party debt		430		186
Accounts payable		17,540		21,591
Deferred tax liability		11,885		14,354
Other liabilities		30,697		26,860
Total liabilities		60,552		62,991
Net Assets Held For Sale	$	34,600	$	51,677

EBITDA, Funds From Operations and Net Earnings (Losses) (B)
(in thousands)

	Six Months Ended			Six Months Ended
	June 30, 2005			June 30, 2004
Operating income	$	24,656		$	48,205
Operating expenses		(20,950	)		(36,657	)
Other income, net		181			321
General and administrative expenses		(2,214	)		(4,137	)
EBITDA		1,673			7,732
Impairment charge and cumulative translation losses (C)		(26,864	)		—
Current income tax expense		(172	)		(1,239	)
Funds From Operations		(25,363	)		6,493
Gains on the disposition of non-CDFS assets, net		—			241
Deferred income tax benefit		213			114
Net Earnings (Losses)	$	(25,150	)	$	6,848

COMMENTS

(A)	The French operations of ProLogis’ temperature-controlled distribution business are held for sale as of June 30, 2005. The sale was completed on July 5, 2005.
(B)	As of June 30, 2005 and December 31, 2004, these assets, all located in France, aggregated 62.8 million cubic feet. The property, plant and equipment that are held for sale are not being depreciated.
(C)	Due to the sale and liquidation of the business, ProLogis recognized an impairment charge and cumulative translation losses during 2005.

Supplemental Information Page 13

ProLogis

Second Quarter 2005
Unaudited Financial Results

Leased and Physical Occupancy Analysis

By Ownership

	Square		Current		June 30, 2005						December 31, 2004 (A)
	Feet		Investment		Leased			Occupied			Leased			Occupied
Stabilized Portfolio (B):
Direct Investment:
North America		121,378,535	$	4,351,347,856		90.08	%		89.27	%		89.86	%		89.22	%
Europe		5,731,348		380,413,077		70.46	%		65.66	%		50.06	%		48.65	%
Asia		150,000		11,585,510		100.00	%		100.00	%		100.00	%		100.00	%
Total Direct Investment—Stabilized		127,259,883		4,743,346,443		89.21	%		88.22	%		88.71	%		88.04	%
CDFS Joint Ventures (C):
Asia		1,566,565		52,717,551		94.84	%		94.84	%		100.00	%		63.94	%
Total CDFS Joint Ventures		1,566,565		52,717,551		94.84	%		94.84	%		100.00	%		63.94	%
ProLogis Property Funds (C):
ProLogis California LLC		14,203,899		687,547,735		95.75	%		95.71	%		99.77	%		99.42	%
ProLogis North American Properties Fund I		9,406,069		377,082,658		93.47	%		93.02	%		93.77	%		93.45	%
ProLogis North American Properties Fund II		4,476,668		236,006,958		96.96	%		96.39	%		97.65	%		95.63	%
ProLogis North American Properties Fund III		4,380,489		211,255,973		94.46	%		93.67	%		89.29	%		89.29	%
ProLogis North American Properties Fund IV		3,474,903		141,947,243		96.19	%		94.85	%		97.34	%		97.34	%
ProLogis North American Properties Fund V		33,186,466		1,393,002,895		98.21	%		96.08	%		98.76	%		96.79	%
ProLogis North American Properties Fund VI-X		25,397,225		1,509,589,955		90.55	%		89.39	%		85.04	%		84.93	%
ProLogis North American Properties Fund XI		4,314,961		226,930,522		98.37	%		90.32	%		95.50	%		95.50	%
ProLogis North American Properties Fund XII		3,363,810		262,471,476		100.00	%		100.00	%		100.00	%		100.00	%
ProLogis European Properties Fund		48,895,839		3,620,156,076		96.21	%		95.51	%		97.22	%		95.35	%
ProLogis Japan Properties Fund		5,988,238		986,790,746		97.94	%		94.79	%		99.15	%		99.09	%
Total ProLogis Property Funds		157,088,567		9,652,782,237		95.69	%		94.40	%		95.31	%		94.19	%
Total Stabilized Portfolio		285,915,015	$	14,448,846,231		92.80	%		91.65	%		92.29	%		91.29	%
Total Operating Portfolio (D):
Direct Investment:
North America		125,935,220	$	4,506,967,721		88.04	%		86.60	%		88.13	%		87.18	%
Europe		8,330,916		599,119,679		60.28	%		46.24	%		43.57	%		42.49	%
Asia		1,925,359		181,956,513		84.85	%		21.91	%		59.72	%		34.45	%
Total Direct Investment—Total Portfolio		136,191,495		5,288,043,913		86.29	%		83.22	%		86.18	%		84.95	%
CDFS Joint Ventures (C):
Asia		1,778,910		58,407,003		86.40	%		83.52	%		97.77	%		62.51	%
Total CDFS Joint Ventures		1,778,910		58,407,003		86.40	%		83.52	%		97.77	%		62.51	%
ProLogis Property Funds (C):
ProLogis California LLC		14,203,899		687,547,735		95.75	%		95.71	%		99.77	%		99.42	%
ProLogis North American Properties Fund I		9,406,069		377,082,658		93.47	%		93.02	%		93.77	%		93.45	%
ProLogis North American Properties Fund II		4,476,668		236,006,958		96.96	%		96.39	%		97.65	%		95.63	%
ProLogis North American Properties Fund III		4,380,489		211,255,973		94.46	%		93.67	%		89.29	%		89.29	%
ProLogis North American Properties Fund IV		3,474,903		141,947,243		96.19	%		94.85	%		97.34	%		97.34	%
ProLogis North American Properties Fund V		33,186,466		1,393,002,895		98.21	%		96.08	%		98.76	%		96.79	%
ProLogis North American Properties Fund VI-X		25,397,225		1,509,589,955		90.55	%		89.39	%		85.04	%		84.93	%
ProLogis North American Properties Fund XI		4,314,961		226,930,522		98.37	%		90.32	%		95.50	%		95.50	%
ProLogis North American Properties Fund XII		3,363,810		262,471,476		100.00	%		100.00	%		100.00	%		100.00	%
ProLogis European Properties Fund		48,895,839		3,620,156,076		96.21	%		95.51	%		97.22	%		95.35	%
ProLogis Japan Properties Fund		5,988,238		986,790,746		97.94	%		94.79	%		99.15	%		99.09	%
Total ProLogis Property Funds		157,088,567		9,652,782,237		95.69	%		94.40	%		95.31	%		94.19	%
Total Operating Portfolio		295,058,972	$	14,999,233,153		91.30	%		89.17	%		91.01	%		89.76	%

COMMENTS

(A)	The stabilized portfolio at December 31, 2004 consisted of 277,733,264 square feet and the total operating portfolio at December 31, 2004 consisted of 284,309,452 square feet, both including CDFS joint ventures.
(B)	ProLogis defines its stabilized properties as those properties where the capital improvements, repositioning efforts, new management and new marketing programs for acquisitions or developments, and marketing programs in the case of newly developed properties, have been in effect for a sufficient period of time, generally 12 months. A property enters the stabilized pool at the earlier of 12 months or when it becomes substantially leased, defined as 93% or greater.
(C)	The investment amount represents the CDFS joint venture’s/property fund’s basis in the real estate.
(D)	The total operating portfolio consists of both stabilized properties and prestabilized properties. Prestable properties are development or acquisition properties that have been completed or held for less than 12 months and are not substantially leased, defined as 93% or greater.

Supplemental Information Page 14

ProLogis

Second Quarter 2005
Unaudited Financial Results

Leased and Physical Occupancy Analysis (Continued)

By Geographic Area and Asset Classification

	Square		Current		June 30, 2005
	Feet		Investment		Leased			Occupied
Stabilized Portfolio (B):
North America:
Direct Investment
Operating properties		113,804,781	$	4,089,705,328		90.67	%		89.82	%
CDFS properties — repositioned acquisitions		4,574,531		136,005,632		81.42	%		81.42	%
CDFS properties — completed developments		2,999,223		125,636,896		80.79	%		80.60	%
Total Direct Investment — North America		121,378,535		4,351,347,856		90.08	%		89.27	%
ProLogis Property Funds (C)		102,204,490		5,045,835,415		95.31	%		93.84	%
Total North America Stabilized Properties		223,583,025		9,397,183,271		92.47	%		91.36	%
Europe:
Direct Investment
Operating properties		837,672		36,320,668		100.00	%		100.00	%
CDFS properties — repositioned acquisitions		920,416		43,284,990		74.03	%		74.03	%
CDFS properties — completed developments		3,973,260		300,807,419		63.40	%		56.47	%
Total Direct Investment — Europe		5,731,348		380,413,077		70.46	%		65.66	%
ProLogis Property Funds (C)		48,895,839		3,620,156,076		96.21	%		95.51	%
Total Europe Stabilized Properties		54,627,187		4,000,569,153		93.51	%		92.38	%
Asia:
Direct Investment
CDFS properties — repositioned acquisitions		150,000		11,585,510		100.00	%		100.00	%
CDFS Joint Ventures (C)		1,566,565		52,717,551		94.84	%		94.84	%
ProLogis Property Funds (C)		5,988,238		986,790,746		97.94	%		94.79	%
Total Asia Stabilized Properties		7,704,803		1,051,093,807		97.35	%		94.90	%
Total Stabilized Portfolio		285,915,015	$	14,448,846,231		92.80	%		91.65	%
Total Operating Portfolio (D):
North America:
Total North America Stabilized Properties		223,583,025	$	9,397,183,271		92.47	%		91.36	%
Prestabilized Properties
Operating properties		528,035		30,614,602		63.33	%		63.33	%
CDFS properties — repositioned acquisitions		926,431		21,308,427		—			—
CDFS properties — completed developments		3,102,219		103,696,836		38.61	%		12.03	%
Total Prestabilized Properties — North America		4,556,685		155,619,865		33.62	%		15.53	%
Total North America Operating Portfolio		228,139,710		9,552,803,136		91.29	%		89.85	%
Europe:
Total Europe Stabilized Properties		54,627,187		4,000,569,153		93.51	%		92.38	%
Prestabilized Properties
CDFS properties — repositioned acquisitions		240,249		14,584,049		—			—
CDFS properties — completed developments		2,359,319		204,122,553		41.69	%		3.77	%
Total Prestabilized Properties — Europe		2,599,568		218,706,602		37.84	%		3.42	%
Total Europe Operating Portfolio		57,226,755		4,219,275,755		90.98	%		88.34	%
Asia:
Total Asia Stabilized Properties		7,704,803		1,051,093,807		97.35	%		94.90	%
Prestabilized Properties
CDFS properties — completed developments		1,775,359		170,371,003		83.57	%		15.31	%
CDFS Joint Ventures (C)		212,345		5,689,452		24.07	%		—
Total Prestabilized Properties — Asia		1,987,704		176,060,455		77.22	%		13.67	%
Total Asia Operating Portfolio		9,692,507		1,227,154,262		93.22	%		78.24	%
Total Operating Portfolio		295,058,972	$	14,999,233,153		91.30	%		89.17	%

Comments are on page 14.

Supplemental Information Page 14a

ProLogis

Second Quarter 2005
Unaudited Financial Results

Lease Expirations

Total Operating Portfolio — Lease Expirations (A)

	Direct Investment							ProLogis Property Funds and CDFS Joint Ventures
					Percentage of							Percentage of
	Occupied		Annual Base		Total Annual			Occupied		Annual Base		Total Annual
	Square Footage		Rents (B)		Base Rents			Square Footage		Rents (B)		Base Rents
2005 (C)		17,135,626	$	66,466,351		14.02	%		10,088,770	$	40,792,514		5.02	%
2006		22,510,370		96,880,531		20.43	%		16,667,132		73,820,363		9.09	%
2007		17,348,839		68,305,289		14.41	%		16,096,596		82,083,156		10.11	%
2008		18,298,617		78,582,589		16.57	%		14,802,842		70,137,084		8.64	%
2009		13,621,303		53,863,416		11.36	%		17,165,872		90,113,760		11.09	%
2010		9,449,536		40,890,407		8.62	%		13,508,690		72,756,988		8.96	%
2011		3,700,045		15,370,096		3.24	%		11,018,070		57,456,260		7.07	%
2012		3,105,528		15,679,861		3.31	%		10,416,790		61,774,148		7.61	%
2013		2,685,073		10,352,446		2.19	%		9,941,238		53,798,345		6.62	%
2014		2,922,700		13,788,552		2.91	%		9,072,917		54,440,790		6.70	%
2015		1,151,632		6,246,184		1.32	%		7,818,113		55,743,847		6.86	%
Thereafter		1,409,851		7,678,833		1.62	%		13,172,851		99,319,938		12.23	%
Totals		113,339,120	$	474,104,555		100.00	%		149,769,881	$	812,237,193		100.00	%

Top 25 Customers

Total Operating Portfolio — By Annualized Base Rent (D)(E)

		Percentage of
		Annualized			Number
Rank	Customer Name	Base Rent (F)			of Leases
1	Deutsche Post AG (DHL)		2.35	%	46
2	TPG N.V. (TNT Automotive)		2.07	%	16
3	Unilever		1.58	%	7
4	Nippon Express Group		1.51	%	14
5	NYK Line (Nippon Yusen Kaisha)		1.51	%	13
6	Exel Logistics		1.43	%	33
7	Altria Group, Inc. (Kraft)		1.03	%	9
8	Sears Roebuck and Co.		1.02	%	15
9	Home Depot, Inc.		0.99	%	11
10	ID Logistics France		0.93	%	8
11	FM Logistic		0.78	%	6
12	General Electric Company, Inc.		0.71	%	19
13	Amazon.com, Inc.		0.68	%	3
14	FedEx Corporation		0.63	%	17
15	Royal Ahold (Koninklijke Ahold NV)		0.61	%	6
16	Geodis Logistics		0.61	%	7
17	Goodyear Tire & Rubber Co.		0.53	%	4
18	Hitachi, Ltd.		0.53	%	3
19	Brandt Appliances SAS		0.50	%	3
20	PSA (Peugeot)		0.44	%	6
21	Williams-Sonoma, Inc.		0.43	%	2
22	Electrolux North America, Inc.		0.42	%	7
23	Gillette (UK) Ltd.		0.41	%	2
24	UPS SCS (United Parcel Service Inc)		0.38	%	18
25	Anixter International, Inc.		0.37	%	10
	Total		22.45	%(G)	285

COMMENTS

(A)	Assumes customers do not exercise renewal options.
(B)	Represents annualized base rents at lease expiration. As of June 30, 2005, the average base rent per square foot is $4.00 (Direct Investment) and $5.32 (ProLogis Property Funds and CDFS Joint Ventures).
(C)	Includes amounts leased on a month-to-month basis of 4,066,514 square feet (Direct Investment) and 1,652,399 square feet (ProLogis Property Funds and CDFS Joint Ventures).
(D)	Includes customers leasing space in properties owned directly by ProLogis and in properties owned by ProLogis Property Funds and CDFS Joint Ventures.
(E)	As of June 30, 2005, ProLogis (including ProLogis Property Funds and CDFS Joint Ventures) had 307 Focus 500 Customers (targeted users of distribution space). These customers lease 141,100,000 square feet of distribution space representing 52.4% of the total operating portfolio as of June 30, 2005.
(F)	Percentage is based on the annualized collected base rents as of June 30, 2005.
(G)	The Top 25 customers when considering only the annualized collected base rents in ProLogis’ Direct Investment properties was 15.57% of ProLogis’ total annualized collected base rents as of June 30, 2005.

Supplemental Information Page 15

ProLogis

Second Quarter 2005
Unaudited Financial Results

Leasing Activity (A)

														Weighted
	Total Leasing Activity (B)				Turnover Costs (C)				Rent Growth (D)					Average
	No. of		Square		Square				Square					Tenant
	Leases		Feet		Feet		Cost		Feet		Growth			Retention
First Quarter		481		21,317,823		15,995,152	$	0.96		15,673,458		-2.0	%		75.0	%
Second Quarter		490		22,859,159		18,104,651	$	1.17		17,483,153		-2.0	%		74.3	%
Year to Date		971		44,176,982		34,099,803	$	1.07		33,156,611		-2.0	%		74.5	%

Actual Capital Expenditures
For the Six Months Ended June 30, 2005

									ProLogis’
	Recurring						Total		Ownership			ProLogis’ Share
	Capital		Tenant		Leasing		Capital		Percentage at			of Actual Capital
	Maintenance		Improvements		Commissions		Expenditures		June 30, 2005			Expenditures
ProLogis	$	9,333,194	$	19,306,036	$	4,607,373	$	33,246,603		100.0	%	$	33,246,603
ProLogis European Properties Fund		1,565,222		1,144,079		683,427		3,392,728		20.6	%		698,902
ProLogis California LLC		58,663		1,575,233		1,465,961		3,099,857		50.0	%		1,549,929
ProLogis North American Properties Fund I		344,619		212,387		771,873		1,328,879		41.3	%		548,827
ProLogis North American Properties Fund II		54,238		260,632		300,011		614,881		20.0	%		122,976
ProLogis North American Properties Fund III		142,107		756,556		570,988		1,469,651		20.0	%		293,930
ProLogis North American Properties Fund IV		51,056		145,489		140,607		337,152		20.0	%		67,430
ProLogis North American Properties Fund V		708,936		1,376,868		716,735		2,802,539		11.4	%		319,489
ProLogis North American Properties Fund VI-X		1,003,399		633,020		1,525,661		3,162,080		20.0	%		632,416
ProLogis North American Properties Fund XI		—		183,091		134,243		317,334		20.0	%		63,467
ProLogis North American Properties Fund XII		40,053		74,966		931,748		1,046,767		20.0	%		209,353
	$	13,301,487	$	25,668,357	$	11,848,627	$	50,818,471				$	37,753,322

COMMENTS

(A)	Represents leasing activity for distribution space in properties that are directly owned by ProLogis and properties that are owned by the ProLogis Property Funds and CDFS Joint Ventures.
(B)	Represents all leases signed during the period, including leases for space in properties that are under development.
(C)	Represents the square feet and associated costs that will be incurred to prepare a space for a new tenant, except for space that is being leased for the first time (i.e., in a new development property). Includes the square feet for a lease renewal with the same tenant and associated costs, if any. Includes square feet and costs associated with leasing activity for space in properties acquired, if the space was vacant at the date of acquisition. The amount provided is the total turnover costs expected to be incurred on the leases signed during the period and does not represent actual turnover expenditures for the period.
(D)	Represents the leasing activity and associated rent growth for space that has been previously leased by ProLogis and/or the ProLogis Property Funds. Excludes leasing activity and rent growth for space in properties acquired, if the space was vacant at the date of acquisition.

Supplemental Information Page 16

ProLogis

Second Quarter 2005
Unaudited Financial Results

Same Store Analysis (A)

			Percentage Change in
												Adjusted Net
	Square Footage of Same		Rental Income			Rental Expenses			Net Operating			Operating Income
	Store Population		(B)			(C)			Income (D)			(E)			Average Occupancy			Rent Growth (F)
First Quarter		227,137,261		+2.95	%		+6.44	%		+1.98	%		+2.32	%		+3.25	%		-2.10	%
Second Quarter		227,137,261		+2.79	%		+2.11	%		+2.98	%		+4.07	%		+2.35	%		-3.80	%
Year to Date				+2.98	%		+4.22	%		+2.63	%		+3.35	%		+2.69	%		-2.40	%

COMMENTS

(A)	A key component of ProLogis’ evaluation of the operating performance of its properties, its management personnel and its individual markets is a “same store” analysis. ProLogis defines its same store portfolio of properties each quarter as those properties that have been in operation throughout the full quarter in both the current year and the prior year and that were also in operation at January 1st of the prior year. Accordingly, when a property is disposed of to a third party it will be removed from the population for the current quarter and the corresponding quarter of the prior year but previously presented quarterly information will not be changed. Same store statistics allow management to evaluate the actual operating performance of its operating portfolio as a consistent population from period to period and eliminates the effects of changes in the composition of the portfolio on performance measures.
	The percentage change presented is the weighted average of the measure computed separately for ProLogis and each of the ProLogis Property Funds with the weighting based on each entity’s proportionate share of the combined component on which the change is computed. In order to derive an appropriate measure of period-to-period operating performance, the percentage change computation removes the effects of foreign currency exchange rate movements by computing each property’s components in that property’s functional currency.
(B)	Rental income computed under GAAP includes the amount of rental expenses that are recovered from customers under the terms of their respective lease agreements. In computing the percentage change in rental income for the same store analysis, rental income is adjusted to remove the net termination fees recognized for each period. Net termination fees generally represent the gross fee negotiated at the time a customer is allowed to terminate its lease agreement offset by that customer’s rent leveling asset or liability that has been previously recognized under GAAP, if any. Removing the net termination fees for the same store calculation allows ProLogis’ management to evaluate the growth or decline in each property’s rental income without regard to items that are not indicative of the property’s recurring operating performance. Customer terminations are negotiated under specific circumstances and are not subject to specific provisions or rights allowed under the lease agreements.
	Net termination fees removed from rental income were $2,486,087 and $1,413,426 for the three months ended June 30, 2005 and 2004, respectively. Net termination fees removed from rental income were $8,164,399 and $2,763,554 for the six months ended June 30, 2005 and 2004, respectively.
(C)	Rental expenses computed under GAAP represent gross property operating expenses. In computing the percentage change in rental expenses for the same store analysis, rental expenses include property management expenses for ProLogis’ direct owned properties based on the property management fee that has been computed as provided in the individual agreements under which ProLogis’ wholly owned management company provides property management services to each property (generally the fee is based on a percentage of revenues).
(D)	In computing the percentage change in net operating income, ProLogis computes net operating income as the weighted difference between the rental income balance that is computed as described in comment B and the rental expenses balance that is computed as described in comment C.
(E)	To derive adjusted net operating income, ProLogis adjusts the net operating income balance that is computed as described in comment D to exclude the amount of straight-lined rents recognized in each period. The straight-lined rents removed from rental income were $1,527,178 and $3,830,488 for the three months ended June 30, 2005 and 2004, respectively. The straight-lined rents removed from rental income were $4,386,716 and $7,380,031 for the six months ended June 30, 2005 and 2004, respectively.
(F)	Represents the weighted average rent growth associated with leasing activity for space that has been previously leased by ProLogis and/or the ProLogis Property Funds. Excludes leasing activity and rent growth for space in properties acquired, if the space was vacant at the date of acquisition.

Supplemental Information Page 17

ProLogis

Second Quarter 2005

Unaudited Financial Results

Acquisitions and Dispositions

	Three Months Ended
	June 30,			March 31,			Year
	2005			2005			to Date
Acquisitions From Third Parties:
Operating Properties Acquired by ProLogis (A):
Square feet		154,900			350,831			505,731
Total expected investment of assets acquired	$	3,545,028		$	12,313,375		$	15,858,403
Percentage leased at period end		100.00	%		100.00	%		100.00	%
Operating Properties Acquired by ProLogis Property Funds:
Square feet		321,544			185,003			506,547
Total expected investment of assets acquired	$	24,220,956		$	15,459,490		$	39,680,446
Percentage leased at period end		100.00	%		95.64	%		98.41	%
Dispositions:
Direct Dispositions by ProLogis:
CDFS completed developments:
Contributions to ProLogis Property Funds:
Square feet		3,097,717			4,254,331			7,352,048
Net sales proceeds	$	298,954,486		$	275,411,538		$	574,366,024
Dispositions to Third Parties:
Square feet		38,091			—			38,091
Net sales proceeds	$	6,833,693		$	—		$	6,833,693
CDFS repositioned acquisitions:
Contributions to ProLogis Property Funds:
Square feet		420,000			—			420,000
Net sales proceeds	$	13,482,131		$	—		$	13,482,131
Dispositions to Third Parties:
Square feet		—			123,000			123,000
Net sales proceeds	$	—		$	2,935,731		$	2,935,731
Land dispositions:
Net sales proceeds	$	19,954,317		$	18,438,123		$	38,392,440
Total CDFS assets (see page 19):
Square feet		3,555,808			4,377,331			7,933,139
Net sales proceeds	$	339,224,627		$	296,785,392		$	636,010,019
Percentage of CDFS proceeds generated by contributions to ProLogis Property Funds		92.1	%		92.8	%		92.4	%
Non-CDFS assets:
Dispositions to Third Parties:
Square feet		—			236,183			236,183
Net sales proceeds	$	—		$	6,850,754		$	6,850,754
Total all dispositions:
Square feet		3,555,808			4,613,514			8,169,322
Net sales proceeds	$	339,224,627		$	303,636,146		$	642,860,773
Direct Dispositions by ProLogis Property Funds:
Square feet		880,514			123,689			1,004,203
Net sales proceeds	$	33,992,929		$	10,584,373		$	44,577,302

COMMENTS

(A) All direct acquisitions were made in ProLogis’ CDFS business segment.

Supplemental Information Page 18

ProLogis

Second Quarter 2005
Unaudited Financial Results

CDFS Business Summary

CDFS Leasing Activity

	Three Months Ended
	June 30,			March 31,			Year
	2005			2005			to Date
Square feet of leases signed on CDFS properties (A)		3,855,418			3,906,287			7,761,705
Square feet of leases signed on CDFS properties to repeat ProLogis customers		1,935,377			1,883,305			3,818,682
Percentage to repeat ProLogis customers		50.2	%		48.2	%		49.2	%

Proceeds from 2005 CDFS Dispositions/Contributions by Market/Region

	Three Months Ended									Percentage
	June 30,			March 31,			Year			of Total
	2005			2005			to Date			Proceeds
North America:
Atlanta, Georgia	$	48,865,737		$	285,721		$	49,151,458			7.73	%
Cincinnati, Ohio		—			1,792,167			1,792,167			0.28	%
Columbus, Ohio		—			28,399,253			28,399,253			4.47	%
Dallas/Fort Worth, Texas		6,881,234			5,274,703			12,155,937			1.91	%
El Paso, Texas		—			303,104			303,104			0.05	%
Houston, Texas		—			646,061			646,061			0.10	%
Los Angeles/Orange County, California		—			54,472,675			54,472,675			8.57	%
Louisville, Kentucky		8,594,397			—			8,594,397			1.35	%
Memphis, Tennessee		13,482,131			19,772,024			33,254,155			5.23	%
Monterrey, Mexico		5,999,925			—			5,999,925			0.94	%
Reno, Nevada		8,034,826			—			8,034,826			1.26	%
Salt Lake City, Utah		588,958			6,133,769			6,722,727			1.06	%
Tijuana, Mexico		—			11,280,076			11,280,076			1.77	%
Washington D.C./Baltimore, Maryland		—			6,999,675			6,999,675			1.10	%
		92,447,208			135,359,228			227,806,436			35.82	%
Europe:
Germany (South)		—			6,790,448			6,790,448			1.07	%
Poland (South)		—			2,935,731			2,935,731			0.46	%
Spain (Madrid)		—			31,886,004			31,886,004			5.01	%
Sweden (Stockholm)		—			17,860,638			17,860,638			2.81	%
United Kingdom (East Midlands)		10,433,766			16,777,498			27,211,264			4.28	%
United Kingdom (London and Southeast)		7,730,460			13,180,537			20,910,997			3.29	%
United Kingdom (West Midlands)		—			4,022,700			4,022,700			0.63	%
		18,164,226			93,453,556			111,617,782			17.55	%
Asia:
Japan (Tokyo)		—			67,972,608			67,972,608			10.69	%
Japan (Osaka)		228,613,193			—			228,613,193			35.94	%
		228,613,193			67,972,608			296,585,801			46.63	%
Net sales proceeds on 2005 transactions before deferrals and recapture		339,224,627			296,785,392			636,010,019			100.00	%
Less: amounts not recognized (B)		(14,396,466	)		(11,257,875	)		(25,654,341	)
	$	324,828,161		$	285,527,517		$	610,355,678

COMMENTS

(A)

Represents leases of unleased space in completed developments or repositioned acquisitions signed during the period, including CDFS Joint Ventures.

(B)

When ProLogis contributes properties to a ProLogis Property Fund in which it has an ownership interest, ProLogis does not recognize a portion of the proceeds in its computation of the gain resulting from the contribution. The amount of the proceeds that cannot be recognized relates to ProLogis’ continuing ownership interest in the contributed property through its ownership in the Property Fund. See notes 10 and 11 on Page 8a.

Supplemental Information Page 19

ProLogis

Second Quarter 2005

Unaudited Financial Results

CDFS Business Summary (Continued)

CDFS Asset Pipeline and Leasing Status

CDFS Assets By Product Classification

	Square				June 30, 2005
	Feet		Investment (A)		Leased
Completed Developments and Acquired Properties
North America:
CDFS properties — repositioned acquisitions		5,500,962	$	157,314,059		67.71	%
CDFS properties — completed developments		6,101,442		229,333,732		59.34	%
Total CDFS Operating Properties — North America		11,602,404		386,647,791		63.31	%
Europe:
CDFS properties — repositioned acquisitions		1,160,665		57,869,038		58.71	%
CDFS properties — completed developments		6,332,579		504,929,972		55.31	%
Total CDFS Operating Properties — Europe		7,493,244		562,799,010		55.84	%
Asia:
CDFS properties — repositioned acquisitions		150,000		11,585,510		100.00	%
CDFS properties — completed developments		1,775,359		170,371,003		83.57	%
Total CDFS Operating Properties — Asia		1,925,359		181,956,513		84.85	%
Total Acquired and Developed Properties (see page 14a)		21,021,007		1,131,403,314		62.62	%
Properties Under Development — Direct Owned:
North America		10,678,791		471,030,738		11.62	%
Europe		9,451,809		750,096,100		19.68	%
Asia		4,117,589		585,354,968		51.91	%
Total Properties Under Development (see page 20)		24,248,189		1,806,481,806		21.60	%
Total CDFS Asset Pipeline — Direct Owned		45,269,196	$	2,937,885,120		40.65	%
Completed Developments — CDFS Joint Ventures: (B)     Asia		183,100	$	2,138,388		27.92	%
Properties Under Development — CDFS Joint Ventures: (B)
North America		1,312,396	$	19,671,155		—
Asia		673,637		9,106,800		25.69	%
Total Properties Under Development — CDFS Joint Ventures (see page 20a)		1,986,033	$	28,777,955		8.71	%
Total CDFS Asset Pipeline — CDFS Joint Ventures		2,169,133	$	30,916,343		10.33	%
Total CDFS Asset Pipeline (C)		47,438,329	$	2,968,801,463		39.26	%

CDFS Assets By Geographic Area

	Square				June 30, 2005
	Feet		Investment (A)		Leased
North America		23,593,591	$	877,349,684		36.39	%
Europe		16,945,053		1,312,895,110		35.67	%
Asia		6,899,685		778,556,669		57.91	%
Total CDFS Asset Pipeline (C)		47,438,329	$	2,968,801,463		39.26	%

COMMENTS

(A)	For operating properties represents current investment; for properties under development represents total expected investment.
(B)	Represents 100% of the square footage and ProLogis’ proportionate share of the investment in properties under development in CDFS joint ventures in which ProLogis has an average 50% ownership interest.
(C)	Includes 100% of the properties owned directly by ProLogis. Also includes 100% of the square footage and ProLogis’ proportionate share of the investment in properties under development in the CDFS joint ventures.

Supplemental Information Page 19a

ProLogis

Second Quarter 2005
Unaudited Financial Results

Development Summary

	June 30,			March 31,			December 31,			September 30,
	2005			2005			2004			2004
Development Starts:
North America:
Square feet		4,342,472			3,916,419			2,206,790			2,196,060
Total expected investment	$	183,135,681		$	172,704,823		$	95,484,757		$	86,692,859
Cost per square foot	$	42.17		$	44.10		$	43.27		$	39.48
Europe:
Square feet		5,311,413			2,621,434			2,150,134			2,101,134
Total expected investment	$	459,954,418		$	191,090,017		$	190,460,945		$	124,605,852
Cost per square foot	$	86.60		$	72.90		$	88.58		$	59.30
Asia:
Square feet		687,994			2,113,297			1,836,698			—
Total expected investment	$	70,769,193		$	368,423,731		$	165,004,135		$	—
Cost per square foot	$	102.86		$	174.34		$	89.84		$	—
Total:
Square feet		10,341,879			8,651,150			6,193,622			4,297,194
Total expected investment	$	713,859,292		$	732,218,571		$	450,949,837		$	211,298,711
Cost per square foot	$	69.03		$	84.64		$	72.81		$	49.17
Development Completions:
North America:
Square feet		2,917,535			399,120			2,945,499			626,600
Total expected investment	$	96,823,507		$	16,202,132		$	106,500,910		$	23,548,193
Cost per square foot	$	33.19		$	40.59		$	36.16		$	37.58
Leased percentage at completion (A)		49.67	%		82.59	%		51.09	%		100.00	%
Leased percentage as of 6/30/05		49.67	%		82.59	%		92.69	%		100.00	%
Europe:
Square feet		3,212,654			1,010,949			1,637,143			1,799,063
Total expected investment	$	248,977,773		$	89,009,916		$	101,653,595		$	106,017,375
Cost per square foot	$	77.50		$	88.05		$	62.09		$	58.93
Leased percentage at completion (A)		74.39	%		48.31	%		84.46	%		100.00	%
Leased percentage as of 6/30/05		74.39	%		70.89	%		84.73	%		100.00	%
Asia:
Square feet		1,552,146			848,674			1,373,549			605,819
Total expected investment	$	185,136,064		$	73,406,923		$	162,209,532		$	56,944,653
Cost per square foot	$	119.28		$	86.50		$	118.10		$	94.00
Leased percentage at completion (A)		86.71	%		86.92	%		55.29	%		100.00	%
Leased percentage as of 6/30/05		86.71	%		86.92	%		92.75	%		100.00	%
Total:
Square feet		7,682,335			2,258,743			5,956,191			3,031,482
Total expected investment	$	530,937,344		$	178,618,971		$	370,364,037		$	186,510,221
Cost per square foot	$	69.11		$	79.08		$	62.18		$	61.52
Leased percentage at completion (A)		67.49	%		68.87	%		61.23	%		100.00	%
Leased percentage as of 6/30/05		67.49	%		78.88	%		90.52	%		100.00	%
Under Development as of End of Period:
North America:
Square feet		10,678,791			9,250,199			5,732,900			6,471,609
Total expected investment	$	471,030,738		$	384,718,564		$	228,215,873		$	239,232,026
Cost per square foot	$	44.11		$	41.59		$	39.81		$	36.97
Leased percentage as of 6/30/05		11.62	%
Europe:
Square feet		9,451,809			7,308,271			5,697,786			5,184,795
Total expected investment	$	750,096,100		$	610,771,528		$	448,626,890		$	312,537,869
Cost per square foot	$	79.36		$	83.57		$	78.74		$	60.28
Leased percentage as of 6/30/05		19.68	%
Asia:
Square feet		4,117,589			5,189,242			3,717,110			3,253,961
Total expected investment	$	585,354,968		$	699,668,159		$	407,807,022		$	405,012,419
Cost per square foot	$	142.16		$	134.83		$	109.71		$	124.47
Leased percentage as of 6/30/05		51.91	%
Total:
Square feet		24,248,189			21,747,712			15,147,796			14,910,365
Total expected investment	$	1,806,481,806		$	1,695,158,251		$	1,084,649,785		$	956,782,314
Cost per square foot	$	74.50		$	77.95		$	71.60		$	64.17
Leased percentage as of 6/30/05		21.60	%
Construction in Progress:
North America	$	202,653,238		$	184,874,732		$	109,595,605		$	132,417,788
Europe		322,027,535			324,862,257			266,249,902			196,953,174
Asia		223,661,460			308,534,343			199,857,196			282,325,958
Total Construction in Progress	$	748,342,233		$	818,271,332		$	575,702,703		$	611,696,920

COMMENT

(A) Represents the leased percentage as of the end of the quarter in which the development was completed.

Supplemental Information Page 20

ProLogis

Second Quarter 2005
Unaudited Financial Results

Development Summary — CDFS Joint Ventures

	June 30,			March 31,			December 31,
	2005			2005			2004
Development Starts:
North America (A):
Square feet		501,120			—			811,276
Total expected investment	$	16,612,496		$	—		$	22,729,813
Cost per square foot	$	33.15		$	—		$	28.02
Asia (B):
Square feet		—			673,637			183,100
Total expected investment	$	—		$	18,213,598		$	7,771,994
Cost per square foot	$	—		$	27.04		$	42.45
Total:
Square feet		501,120			673,637			994,376
Total expected investment	$	16,612,496		$	18,213,598		$	30,501,807
Cost per square foot	$	33.15		$	27.04		$	30.67
Development Completions:
North America (A):
Square feet		—			—			—
Total expected investment	$	—		$	—		$	—
Cost per square foot	$	—		$	—		$	—
Leased percentage at completion (C)		—			—			—
Leased percentage as of 6/30/05		—			—			—
Asia (B):
Square feet		183,100			—			—
Total expected investment	$	7,771,954		$	—		$	—
Cost per square foot	$	42.45		$	—		$	—
Leased percentage at completion (C)		27.92	%		—			—
Leased percentage as of 6/30/05		27.92	%		—			—
Total:
Square feet		183,100			—			—
Total expected investment	$	7,771,954		$	—		$	—
Cost per square foot	$	42.45		$	—		$	—
Leased percentage at completion (C)		27.92	%		—			—
Leased percentage as of 6/30/05		27.92	%		—			—
Under Development as of End of Period:
North America (A):
Square feet		1,312,396			811,276			811,276
Total expected investment	$	39,342,309		$	22,729,813		$	22,729,813
Cost per square foot	$	29.98		$	28.02		$	28.02
Leased percentage as of 6/30/05		—			—			—
Asia (B):
Square feet		673,637			856,737			183,100
Total expected investment	$	18,213,600		$	25,985,592		$	7,771,994
Cost per square foot	$	27.04		$	30.33		$	42.45
Leased percentage as of 6/30/05		25.69	%		20.20	%		—
Total:
Square feet		1,986,033			1,668,013			994,376
Total expected investment	$	57,555,909		$	48,715,405		$	30,501,807
Cost per square foot	$	28.98		$	29.21		$	30.67
Leased percentage as of 6/30/05		8.71	%		10.38	%		—

COMMENTS

(A)	Represents 100% of the development activity of ProLogis’ CDFS Joint Ventures operating in North America. ProLogis has an average 50% ownership interest in this entity, which was acquired in August 2004.
(B)	Represents 100% of the activity in ProLogis’ CDFS Joint Venture operating in China in which ProLogis has a 50% ownership interest.
(C)	Represents the leased percentage as of the end of the quarter in which the development was completed.

Supplemental Information Page 20a

ProLogis

Second Quarter 2005
Unaudited Financial Results

Capital Structure
(in thousands)

Debt Outstanding as of June 30, 2005

				Principal Maturities
				of Direct Debt
				(excluding Lines of Credit and
Principal Outstanding - Direct Debt				Short-term borrowing)
Direct Debt:
Senior unsecured notes:
7.05% Notes due 2006	$	250,000		2005	$	3,543
7.25% Notes due 2007		135,000		2006		325,070
7.95% Notes due 2008		75,000		2007		340,241
7.10% Notes due 2008		250,000		2008		322,641
8.72% Notes due 2009		75,000		2009		64,205
7.875% Notes due 2009		37,500		2010		35,778
7.30% Notes due 2009		25,000		2011		460,601
4.375% Euro Notes due 2011 (A)		426,195		2012		31,304
5.50% Notes due 2013		300,000		2013		368,851
7.81% Notes due 2015		100,000		2014		41,873
9.34% Notes due 2015		50,000
8.65% Notes due 2016		50,000		Thereafter		324,449
7.625% Notes due 2017		100,000		Less discount		(2,223	)
Less discount		(2,223	)		$	2,316,333
Total senior unsecured notes		1,871,472
Secured debt		438,249
Assessment bonds		6,612
		444,861
Subtotal		2,316,333
Short-term borrowing (B)		47,700
Lines of credit (see page 22)		1,297,156
Total direct debt	$	3,661,189
ProLogis’ share of third party debt of unconsolidated investees:
ProLogis Property Funds (see page 12)	$	1,106,785
CDFS Joint Ventures		1,196
	$	1,107,981
Total	$	4,769,170

Market Capitalization as of June 30, 2005

	Shares		Market
	or Equivalents		Price		Market Value
	Outstanding		at 6/30/05		Equivalents
8.54% Series C Cumulative Redeemable Preferred Shares		2,000	$	55.00	$	110,000
6.75% Series F Cumulative Redeemable Preferred Shares		5,000	$	25.44		127,200
6.75% Series G Cumulative Redeemable Preferred Shares		5,000	$	25.48		127,400
		12,000				364,600
Common Shares		186,834	$	40.24		7,518,200
Convertible limited partnership units (5,537,000 units)		5,539	$	40.24		222,889
		192,373				7,741,089
Total equity						8,105,689
Total debt (including ProLogis’ share of third party debt of unconsolidated investees)						4,769,170
Total market capitalization (including ProLogis’ share of third party debt of unconsolidated investees)					$	12,874,859

COMMENTS

(A)	In April 2004, ProLogis issued 350.0 million euro of notes that are registered on the Luxembourg Stock Exchange. The net proceeds from the issuance of the notes were 347.8 million euro.
(B)	Represents the approximate U.S. dollar equivalent of 58.8 million Canadian dollars, including accrued interest, that were borrowed under an agreement that expires in August 2005.

Supplemental Information Page 21

ProLogis

Second Quarter 2005
Unaudited Financial Results

Debt Analysis

Revolving Lines of Credit
(in thousands)

									Weighted
	Total				Outstanding		Remaining		Average
	Commitment				at 6/30/05		Capacity		Interest Rate (A)
ProLogis-North America	$	560,000	(B	)	$	333,526	$	226,474		4.38	%
ProLogis-Europe		547,965	(C	)		535,755		12,210		2.98	%
ProLogis-Europe (United Kingdom only)		45,586	(D	)		—		45,586		—
ProLogis-Asia		586,749	(E	)		427,875		158,874		0.98	%
	$	1,740,300			$	1,297,156	$	443,144		2.68	%

Weighted Average Interest Rates and Term to Maturity (F)

				Weighted			Weighted Average
				Average			Term to
	% of Debt			Interest Rate (A)			Maturity (G)
Revolving lines of credit		35.49	%		2.68	%		n/a
Short-term borrowings		1.31	%		3.26	%		n/a
Senior unsecured notes		51.21	%		6.51	%		6.1	years
Secured debt		11.99	%		7.06	%		10.1	years
Totals (F)		100.00	%		5.17	%		6.9	years

Financial Ratios

	Six
	Months Ended			Year Ended
	6/30/05			12/31/04
Interest coverage ratio (H)		5.1			4.3
Fixed charge coverage ratio (I)		4.3			3.7
Total debt to total book assets (including ProLogis’ share of unconsolidated investees) (see pages 10 and 21)		52.0	%		51.1	%
Total debt to total market capitalization (including ProLogis’ share of unconsolidated investees) (see page 21)		37.0	%		34.4	%

COMMENTS

(A)	Represents the weighted average base interest rates on borrowings that were outstanding at June 30, 2005.
(B)	Total commitment available to ProLogis at June 30, 2005 has been reduced by letters of credit outstanding with the lending bank aggregating $9.4 million at June 30, 2005.
(C)	Represents the approximate U.S. dollar equivalent at June 30, 2005 of ProLogis’ 450.0 million euro denominated line of credit.
(D)	Represents the approximate U.S. dollar equivalent at June 30, 2005 of ProLogis’ 25.0 million pound sterling denominated line of credit available for borrowing in the United Kingdom. The total commitment available to ProLogis has been reduced by letters of credit outstanding with the lending bank in the currency equivalent of approximately $15.2 million at June 30, 2005.
(E)	Represents the approximate U.S. dollar equivalent at June 30, 2005 of ProLogis’ 65.0 billion yen denominated line of credit.
(F)	Total direct debt excluding assessment bonds.
(G)	Calculated as of the beginning of the year through final maturity for debt outstanding at June 30, 2005.
(H)	Calculated as Funds From Operations as defined by ProLogis before impairment charges, preferred dividends and charges related to the redemption of preferred shares, interest expense and minority interest, divided by interest expense (interest expense excludes capitalized interest and amortization of loan costs). Funds From Operations is defined on Page 3a.
(I)	Calculated as Funds From Operations as defined by ProLogis before impairment charges, preferred dividends and charges related to the redemption of preferred shares, interest expense and minority interest, divided by combined interest expense (interest expense excludes capitalized interest and amortization of loan costs) and preferred dividends. Funds From Operations is defined on Page 3a.

Supplemental Information Page 22

ProLogis

Second Quarter 2005
Unaudited Financial Results

Geographic Distribution (A)

North America	%			Europe	%			Asia	%
United States
Atlanta		4.57		Belgium		0.16		China (C)		0.78
Austin		0.80		Czech Republic		0.54		Japan (D)		2.45
Central Valley (California)		1.51		France		7.60		Singapore		0.05
Charlotte		2.04		Germany		1.07		Total Asia		3.28	%
Chattanooga		0.39		Hungary		0.28
Chicago		3.54		Italy		1.88
Cincinnati		2.60		The Netherlands		1.74
Columbus		3.47		Poland		1.47
Dallas/Fort Worth		5.90		Spain		0.82
Denver		1.24		Sweden		0.41
El Paso		1.27		United Kingdom		3.42
Ft. Lauderdale/Miami		1.61		Total Europe		19.39	%
Greenville		0.92
Houston		3.33
I-81 Corridor (E. Pennsylvania)		4.73
Indianapolis		3.08
Kansas City		0.53
Las Vegas		0.78
Los Angeles Basin		6.13
Louisville		1.25
Memphis		3.50
Nashville		1.82
New Jersey		5.98
Oklahoma City		0.22
Orlando		0.95
Other non-target		0.05
Phoenix		0.82
Portland		0.74
Reno		1.25
Salt Lake City		0.69
San Antonio		2.06
San Francisco-East Bay		1.02
San Francisco-South Bay		1.25
Seattle		0.47
St. Louis		0.98
Tampa		1.28
Tulsa		0.18
Washington D.C./Baltimore		2.15
Total United States		75.10
Mexico
Juarez		0.37
Monterrey		0.51
Reynosa		0.86
Tijuana		0.49
Total Mexico		2.23
Canada
Toronto		(B	)
Total Canada		—
Total North America		77.33	%

COMMENTS

(A)	Percentages are based on the square footage of the operating portfolio including direct owned properties and operating properties owned by the ProLogis Property Funds and CDFS Joint Ventures.
(B)	ProLogis has three properties currently under development and owns land for future development in Toronto.
(C)	ProLogis has two properties currently under development and controls land for future development in China. In addition, ProLogis has an interest in a CDFS Joint Venture that has an additional four buildings under development. ProLogis has designated three markets in China (the Guangdong Province, the Greater Shanghai/Suzhou region and the Beijing region) as target markets.
(D)	ProLogis’ target markets in Japan include Tokyo, Osaka and Nagoya.

Supplemental Information Page 23