8-KOther EventsExhibits & Filings

Prologis, Inc. 8-K Report, Corporate Update (Jun 21, 2006)

Filed June 21, 2006For Securities:PLDPLDGP

Summary

Prologis, Inc. (PLD), through its subsidiary AMB Property, L.P., is filing a Form 8-K to support the upcoming filing of a $500 million medium-term notes registration statement on Form S-3. This 8-K primarily serves to provide updated financial information required for the S-3 filing, specifically amending its audited consolidated financial statements for the year ended December 31, 2005. The key amendment involves reclassifying two properties from 'held for use' to 'held for sale' as of March 31, 2006. This reclassification, driven by SFAS No. 144, results in these properties being reported under 'discontinued operations.' While this led to a $334,000 decrease in previously reported income from continuing operations for FY 2005, it notably has no impact on the company's previously reported net income, financial condition, or cash flows for that year. The financial statements for 2004 and 2003 remain unaffected.

Key Highlights

  • 1Prologis (AMB Property, L.P.) intends to file a $500 million medium-term notes registration statement on Form S-3.
  • 2This 8-K filing is primarily to meet post-annual report SEC reporting requirements for the S-3 registration.
  • 3Audited consolidated financial statements for the year ended December 31, 2005, are being amended.
  • 4Two properties previously classified as 'held for use' are now reclassified as 'held for sale' as of March 31, 2006.
  • 5The reclassification is in accordance with SFAS No. 144, requiring reporting under discontinued operations.
  • 6A $334,000 decrease in FY 2005 income from continuing operations is reported due to the reclassification.
  • 7There is no impact on Prologis' previously reported net income, financial condition, or cash flows for FY 2005.

Frequently Asked Questions

Prologis is filing this 8-K to provide updated financial information necessary for the upcoming filing of a registration statement on Form S-3. This S-3 filing relates to the potential offer of up to $500 million in medium-term notes to be issued by its subsidiary, AMB Property, L.P.

The primary financial change is the reclassification of two properties from 'held for use' to 'held for sale' as of March 31, 2006. This reclassification means these properties will be reported under 'discontinued operations' in the company's financial statements, as required by SFAS No. 144.

For the year ended December 31, 2005, the reclassification resulted in a $334,000 decrease in 'income from continuing operations.' However, the company explicitly states that this change has no impact on its previously reported net income, financial condition, or cash flows for that fiscal year.

In addition to the amended financial statements, the filing includes an updated table of selected financial data and Management's Discussion and Analysis (MD&A) of financial condition and results of operations, which are provided to assist investors in reviewing the updated financial information. It also includes exhibits such as the consent of the independent registered public accounting firm.