The accompanying notes are an integral part of these Consolidated Financial Statements.

See Note 18 for information on noncash investing and financing activities and other information.

The accompanying notes are an integral part of these Consolidated Financial Statements.

See Note 18 for information on noncash investing and financing activities and other information.

The accompanying notes are an integral part of these Consolidated Financial Statements.

Prologis, Inc. (or the “Parent”) commenced operations as a fully integrated real estate company in 1997, elected to be taxed as a real estate investment trust (“REIT”) under the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code” or “IRC”), and believes the current organization and method of operation will enable it to maintain its status as a REIT. The Parent is the general partner of Prologis, L.P. (or the “Operating Partnership” or “OP”). Through the OP, we are engaged in the ownership, acquisition, development and management of logistics facilities with a focus on key markets in 19 countries on four continents. We invest in real estate through wholly owned subsidiaries and other entities through which we co-invest with partners and investors. We maintain a significant level of ownership in these co-investment ventures, which may be consolidated or unconsolidated based on our level of control of the entity. Our current business strategy consists of two operating business segments: Real Estate (Rental Operations and Development) and Strategic Capital. Our Real Estate Segment represents the ownership, leasing and development of logistics properties. Our Strategic Capital Segment represents the management of properties owned by our unconsolidated co-investment ventures and other ventures. See Note 17 for further discussion of our business segments. Unless otherwise indicated, the Notes to the Consolidated Financial Statements apply to both the Parent and the OP. The terms “the Company,” “Prologis,” “we,” “our” or “us” means the Parent and OP collectively.

For each share of preferred or common stock the Parent issues, the OP issues a corresponding preferred or common partnership unit, as applicable, to the Parent in exchange for the contribution of the proceeds from the stock issuance. At December 31, 2022, the Parent owned a 97.60% common general partnership interest in the OP and substantially all of the preferred units in the OP. The remaining 2.40% common limited partnership interests, which include Class A common limited partnership units (“Class A Units”) in the OP, are owned by unaffiliated investors and certain current and former directors and officers of the Parent. Each partner’s percentage interest in the OP is determined based on the number of OP units held, including the number of OP units into which Class A Units are convertible, compared to total OP units outstanding at each period end and is used as the basis for the allocation of net income or loss to each partner. At the end of each reporting period, a capital adjustment is made in the OP to reflect the appropriate ownership interest for each of the common unitholders. These adjustments are reflected in the line items Reallocation of Equity in the Consolidated Statements of Equity of the Parent and Reallocation of Capital in the Consolidated Statements of Capital of the OP.

As the sole general partner of the OP, the Parent has complete responsibility and discretion in the day-to-day management and control of the OP and we operate the Parent and the OP as one enterprise. The management of the Parent consists of the same members as the management of the OP. These members are officers of the Parent and employees of the OP or one of its subsidiaries. As general partner with control of the OP, the Parent is the primary beneficiary and therefore consolidates the OP. Because the Parent’s only significant asset is its investment in the OP, the assets and liabilities of the Parent and the OP are the same on their respective financial statements.

Information with respect to the square footage, number of buildings and acres of land is unaudited.

Basis of Presentation. The accompanying Consolidated Financial Statements are prepared in accordance with United States (“U.S.”) generally accepted accounting principles (“GAAP”) and are presented in our reporting currency, the U.S. dollar. Intercompany transactions with consolidated entities have been eliminated.

Consolidation. We consolidate all entities that are wholly owned and those in which we own less than 100% of the equity but control the entity, as well as any variable interest entities (“VIEs”) in which we are the primary beneficiary. We evaluate our ability to control an entity and whether the entity is a VIE and we are the primary beneficiary through consideration of substantive terms of the arrangement to identify which enterprise has the power to direct the activities of the entity that most significantly impact the entity’s economic performance and the obligation to absorb losses and the right to receive benefits from the entity.

For entities that are not defined as VIEs, we first consider whether we are the general partner or the limited partner (or the equivalent in such investments that are not structured as partnerships). We consolidate entities in which we are the general partner and the limited partners in such entities that do not have rights that would preclude control. For entities in which we are the general partner but do not control the entity as the other partners hold substantive participating or kick-out rights, we apply the equity method of accounting since, as the general partner, we have the ability to exercise significant influence over the operating and financial policies of the venture. For ventures for which we are a limited partner, or our investment is in an entity that is not structured similar to a partnership, we consider factors such as ownership interest, voting control, authority to make decisions and contractual and substantive participating rights of the partners. In instances where the factors indicate that we have a controlling financial interest in the venture, we consolidate the entity. In instances where we do not have a controlling interest in the venture, we apply the equity method of accounting when the factors indicate we have the ability to exercise significant influence over the venture.

Use of Estimates. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting

period. Although we believe the assumptions and estimates we made are reasonable and appropriate, as discussed in the applicable sections throughout the Consolidated Financial Statements, different assumptions and estimates could materially impact our reported results.

Foreign Operations. The U.S. dollar is the functional currency for our consolidated subsidiaries and unconsolidated entities operating in the U.S. and Mexico. The functional currency for our consolidated subsidiaries and unconsolidated entities operating in other countries is the principal currency in which the entity’s assets, liabilities, income and expenses are denominated, which may be different from the local currency of the country of incorporation or where the entity conducts its operations. The functional currencies of entities outside of the U.S. and Mexico generally include the Brazilian real, British pound sterling, Canadian dollar, Chinese renminbi, euro, Japanese yen, Singapore dollar and Swedish krona. We take part in business transactions denominated in these and other local currencies where we operate.

For our consolidated subsidiaries whose functional currency is not the U.S. dollar, we translate their financial statements into U.S. dollars at the time we consolidate those subsidiaries’ financial statements. Generally, assets and liabilities are translated at the exchange rate in effect at the balance sheet date. The resulting translation adjustments are included in Accumulated Other Comprehensive Income (Loss) (“AOCI/L”) in the Consolidated Balance Sheets. Certain balance sheet items, primarily equity and capital-related accounts, are reflected at the historical exchange rate. Income statement accounts are translated using the average exchange rate for the period; income statement accounts that represent significant nonrecurring transactions, are translated at the rate in effect at the date of the transaction. We translate our share of the net income or loss of our unconsolidated entities at the average exchange rate for the period other than significant nonrecurring transactions of the unconsolidated entities which are translated at the rate in effect at the date of the transaction.

We and certain of our consolidated subsidiaries have intercompany and third-party debt that is not denominated in the entity’s functional currency. When the debt is remeasured against the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in Foreign Currency and Derivative Gains (Losses) and Other Income (Expense), Net in the Consolidated Statements of Income, unless it is intercompany debt that is deemed to be long-term in nature or third-party debt that has been designated as a nonderivative net investment hedge and then the adjustment is recorded as a cumulative translation adjustment in AOCI/L.

Acquisitions. We apply a screen test to evaluate if substantially all the fair value of the acquired property is concentrated in a single identifiable asset or group of similar identifiable assets to determine whether a transaction is accounted for as an asset acquisition or business combination. As the fair value of most of our real estate acquisitions is concentrated in either a single or a group of similar identifiable assets, our real estate transactions are generally accounted for as asset acquisitions, which permits the capitalization of transaction costs to the basis of the acquired property. We measure the real estate assets acquired through an asset acquisition based on their cost or total consideration exchanged. The difference between the cost and the estimated fair value (excess or bargain consideration) is allocated to the real estate properties and related lease intangibles on a relative fair value basis. All other assets and liabilities assumed, including debt, and real estate assets that we intend to sell in the next twelve months are recorded at fair value. At a property-level, we allocate the fair value to the components which include building, land, improvements, and intangible assets or liabilities related to acquired leases. Purchase price allocations for a business combination are recorded at fair value.

When we obtain control of an unconsolidated entity and the acquisition qualifies as a business combination, we account for the acquisition in accordance with the guidance for a business combination achieved in stages. We remeasure our previously held interest in the unconsolidated entity at its acquisition-date fair value and recognize any resulting gain or loss in earnings.

We allocate the purchase price using primarily Level 2 and Level 3 inputs (further defined in Fair Value Measurements below) as follows:

Investments in Real Estate Properties. We value operating properties as if vacant. We estimate fair value by applying an income approach methodology using either a discounted cash flow analysis or applying a capitalization rate to the estimated net operating income, defined as rental revenues less rental expenses, of a property. Key assumptions include market rents, growth rates, and discount and capitalization rates. Estimates of future cash flows are based on a number of factors including historical operating results, known trends and market and economic conditions. We determine the discount or capitalization rate by market based on recent transactions and other market data and adjust if necessary, based on the property characteristics. The fair value of land is generally based on relevant market data, such as a comparison of the subject site to similar parcels that have recently been sold or are currently being offered on the market for sale. At a property level, we allocate the fair value to land and building.

Lease Intangibles. We determine the portion of the purchase price related to acquired in-place leases as intangible assets and liabilities as follows:

Investments in Unconsolidated Entities. We estimate the fair value of the entity by using similar valuation methods as those used for the consolidated real estate properties and debt. We apply our ownership percentage to the estimated net asset value of the entity to determine the fair value of our investment.

Debt. We estimate the fair value of debt based on contractual future cash flows discounted using borrowing spreads and market interest rates that would be available to us for the issuance of debt with similar terms and remaining maturities. In the case of publicly traded debt, we estimate the fair value based on available market data. Any discount or premium to the principal amount is included in the carrying value and amortized to interest expense over the remaining term of the related debt using the effective interest method.

Noncontrolling Interests. We estimate the portion of the fair value of the net assets owned by third parties based on the fair value of the consolidated net assets, principally real estate properties and debt.

Working Capital. We estimate the fair value of other acquired assets and assumed liabilities using the best information available.

Fair Value Measurements. The objective of fair value is to determine the price that would be received on the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the exit price). We estimate fair value using available market information and valuation methodologies we believe to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that we would realize on disposition. The fair value hierarchy consists of three broad levels:

Fair Value Measurements on a Recurring Basis. We estimate the fair value of our financial instruments using available market information and valuation methodologies we believe to be appropriate for these purposes. We determine the fair value of our derivative financial instruments using widely accepted valuation techniques. The technique utilized depends on the type of derivative financial instrument being valued, principally foreign currency forwards and interest rate swaps, and involves the contractual term of the derivative, observable market-based inputs and implied volatilities.

We determine the fair values of our interest rate swaps using a market standard methodology of netting the discounted future fixed cash receipts and the discounted expected variable cash payments through a discounted cash flow analysis. We base the variable cash payments on an expectation of future interest rates, or forward curves, derived from observable market interest rate curves through the contractual term of the debt. We determine the fair values of our foreign currency forwards by comparing the contracted forward exchange rate to the current market exchange rate. We build a foreign exchange forward curve to determine the foreign exchange forward rate that pertains to the specific maturity date. Using this foreign exchange forward rate, spot rates and the interest rate curve of the domestic currency as inputs, we calculate the mark-to-market value of the forward.

We incorporate credit valuation adjustments to appropriately reflect nonperformance risk for us and the respective counterparty in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we consider the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

We have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy. Although the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties, we assess the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives.

Fair Value Measurements on a Nonrecurring Basis. Assets measured at fair value on a nonrecurring basis generally consist of real estate assets and investments in unconsolidated entities that were subject to impairment charges due to our evaluation of recoverability whenever events or changes in circumstances indicate the carrying amount may not be recoverable. As discussed below, our analysis of recoverability is primarily triggered based on the shortening of the expected hold period due to our change in intent to sell a property

in the near term. We estimate the fair value of our investments based on expected sales prices in the market (Level 2) or by applying the income approach methodology using a discounted cash flow analysis (Level 3).

Fair Value of Financial Instruments. We estimate the fair value of our senior notes for disclosure purposes based on quoted market prices for the same (Level 1) or similar (Level 2) issues when current quoted market prices are available. We estimate the fair value of our credit facilities, term loans, secured mortgage debt and other debt by discounting the future cash flows using rates and borrowing spreads currently available to us (Level 3).

Real Estate Assets. Real estate assets are carried at depreciated cost. We capitalize costs incurred in developing, redeveloping and improving real estate assets as part of the investment basis. We expense costs for repairs and maintenance as incurred.

Depreciation and Amortization. We charge the depreciable portions of real estate assets to depreciation expense on a straight-line basis over the respective estimated useful lives. Depreciation on development buildings commences when the asset is ready for its intended use, which we define as the earlier of when a property that was developed has been completed for one year, or is 90% occupied. We generally use the following useful lives: 5 to 7 years for capital improvements, 10 years for standard tenant improvements, 15 to 25 years for depreciable land improvements, 25 to 40 years for operating properties acquired based on the age of the building and 40 years for operating properties we develop. We depreciate building improvements on land parcels subject to land leases over the shorter of the estimated life of the building improvement or the contractual term of the underlying land lease. Capitalized leasing costs are amortized over the estimated remaining lease term. The weighted average lease term for leases that commenced during 2022, based on square feet, was 69 months.

Capitalization of Costs. During the land development and construction periods of qualifying projects, we capitalize interest costs, insurance, real estate taxes and general and administrative costs of the personnel performing the development; if such costs are incremental and identifiable to a specific activity to ready the asset for its intended use. We capitalize transaction costs related to the acquisition of land for future development and operating properties that qualify as asset acquisitions. We capitalize incremental, third-party costs incurred to successfully originate a lease that result directly from obtaining a lease and would not have been incurred if the lease had not been obtained. Leasing costs that meet the requirements for capitalization are presented as a component of Other Assets and all other capitalized costs are included in the investment basis of the real estate assets.

Recoverability of Real Estate Assets. We assess the carrying values of our respective long-lived assets whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. This assessment is primarily triggered based on the shortening of the expected hold period due to our change in intent to sell a property in the near term. We have processes to monitor our intent with regard to our investments and the estimated disposition value in comparison to the current carrying value. If our assessment of potential triggering events indicates that the carrying value of a property that we expect to sell in the near term is not recoverable, we recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the property. We determine the fair value of the property based on the proceeds from disposition that are estimated based on quoted market values, third-party appraisals or discounted cash flow models that utilize the future net operating income from the property and expected market capitalization rates. The use of projected future cash flows is based on assumptions that are consistent with our estimates of future expectations and the strategic plan we use to manage our underlying business. Changes in economic and operating conditions could impact our intent and the assumptions used in determining the fair value that could result in future impairment.

At least annually or more frequently given the presence of a triggering event, we measure the recoverability of our assets. We compare the carrying amount of the asset to the fair value based on our intent as follows:

Assets Held for Sale or Contribution. We classify a property as held for sale or contribution when certain criteria are met in accordance with GAAP. Assets classified as held for sale are expected to be sold to a third party and assets classified as held for contribution are generally newly developed assets we intend to contribute to an unconsolidated co-investment venture within twelve months. When the criteria are met, the respective assets and liabilities are presented separately in the Consolidated Balance Sheets and depreciation is not recognized. Assets held for sale or contribution are reported at the lower of carrying amount or estimated fair value less costs to sell.

Investments in Unconsolidated Entities. We present our investments in certain entities under the equity method. We use the equity method when we have the ability to exercise significant influence over operating and financial policies of the venture but do not have control of the entity. Under the equity method, we initially recognize these investments (including advances) in the balance sheet at our cost, including formation costs and net of deferred gains from the contribution of properties (recognized prior to January 1, 2018), if applicable. The transaction costs related to the formation of equity method investments are also capitalized. We subsequently adjust the accounts to reflect our proportionate share of net earnings or losses recognized and accumulated other comprehensive income or loss, distributions received, contributions made, sales and redemptions of our investments and certain other adjustments, as appropriate. When circumstances indicate there may have been a reduction in the value of an equity investment, we evaluate whether the loss in value is other than temporary. If we conclude it is other than temporary, we recognize an impairment charge to reflect the equity investment at fair value.

With regard to distributions from unconsolidated entities, we have elected the nature of distribution approach as the information is available to us to determine the nature of the underlying activity that generated the distributions. In accordance with the nature of distribution approach, cash flows generated from the operations of an unconsolidated entity are classified as a return on investment (cash inflow from operating activities) and cash flows that are generated from property sales, debt refinancing or sales and redemptions of our investments are classified as a return of investment (cash inflow from investing activities).

Cash and Cash Equivalents. We consider all cash on hand, demand deposits with financial institutions and short-term highly liquid investments with original maturities of three months or less to be cash equivalents. Our cash and cash equivalents are financial instruments that are exposed to concentrations of credit risk. We invest our cash with high-credit quality institutions both domestically and internationally. Cash balances may be invested in money market accounts that are not insured. We have not realized any losses of such cash investments or accounts and believe that we are not exposed to any significant credit risk.

Derivative Financial Instruments. We primarily hedge our foreign currency risk by borrowing in the currencies in which we invest. We may use derivative financial instruments, such as foreign currency forward and option contracts to manage foreign currency exchange rate risk related to both our foreign investments and the related earnings. In addition, we occasionally use interest rate swap and forward contracts to manage interest rate risk and limit the impact of future interest rate changes on earnings and cash flows, primarily with variable-rate debt.

We do not use derivative financial instruments for trading or speculative purposes. Each derivative transaction is customized and not exchange-traded. We recognize all derivatives at fair value within the line items Other Assets or Other Liabilities. We do not net our derivative position by counterparty for purposes of balance sheet presentation and disclosure. Management reviews our derivative positions, overall risk management strategy and hedging program, on a regular basis. We only enter into transactions that we believe will be highly effective at offsetting the underlying risk. Our use of derivatives involves the risk that counterparties may default on a derivative contract; therefore we: (i) establish exposure limits for each counterparty to minimize this risk and provide counterparty diversification; (ii) contract with counterparties that have long-term credit ratings of single-A or better; (iii) enter into master agreements that generally allow for netting of certain exposures; thereby significantly reducing the actual loss that would be incurred should a counterparty fail to perform its contractual obligations; and (iv) set minimum credit standards that become more stringent as the duration of the derivative financial instrument increases. Based on these factors, we consider the risk of counterparty default to be minimal.

Designated Derivatives. We may choose to designate our derivative financial instruments, generally foreign currency forwards to hedge our net investment in foreign operations or interest rate swaps to hedge future interest payments on variable debt. At inception of the transaction, we formally designate and document the derivative financial instrument as a hedge of a specific underlying exposure, the risk management objective and the strategy for undertaking the hedge transaction. We formally assess both at inception and at least quarterly thereafter, the effectiveness of our hedging transactions. Due to the high degree of effectiveness between the hedging instruments and the underlying exposures hedged, fluctuations in the value of the derivative financial instruments will generally be offset by changes in the cash flows or fair values of the underlying exposures being hedged.

Changes in the fair value of derivatives that are designated and qualify as net investment hedges of our foreign operations or cash flow hedges are recorded in AOCI/L. For net investment hedges, these amounts offset the translation adjustments on the underlying net assets of our foreign investments and are recorded in AOCI/L. This includes debt issued in a currency that is not the same functional currency of the borrowing entity that we may designate as a nonderivative net investment hedge. We compare the net equity available from our foreign investments first to the derivative financial instruments designated as net investment hedges followed by any nonderivative net investment hedges. If the total notional amount of the derivative and nonderivative financial instruments exceeds the net equity available, that excess portion is considered unhedged and the translation of that excess portion is recognized in Foreign Currency and Derivative Gains (Losses) and Other Income (Expense), Net.

For cash flow hedges, we report the effective portion of the gain or loss as a component of AOCI/L and reclassify it to the applicable line item in the Consolidated Statements of Income, generally Interest Expense, over the corresponding period of the underlying hedged item. The ineffective portion of the change in fair value of a derivative financial instrument is recognized in earnings, generally Interest Expense, at the time the ineffectiveness occurred. To the extent the hedged forecasted interest payments on debt related to our interest rate swaps is paid off, the remaining balance in AOCI/L is recognizedin Interest Expense in the Consolidated Statements of Income.

Undesignated Derivatives. We also use derivatives, such as foreign currency forwards and option contracts, that are not designated as hedges to manage foreign currency exchange rate risk related to the translation of our results of operations. The changes in fair values of these derivatives that were not designated as hedging instruments are immediately recognized in earnings within the line item Foreign Currency and Derivative Gains (Losses) and Other Income (Expense), Net. These gains or losses are generally offset by lower or higher earnings due to the translation at exchange rates that were different than our expectations. In addition, we may choose to not designate our interest rate swap contracts. If a swap contract is not designated as a hedge, the changes in fair value of these instruments is immediately recognized in earnings within the line item Interest Expense in the Consolidated Statements of Income.

Noncontrolling Interests. Noncontrolling interests represent the share of consolidated entities owned by third parties. We recognize each noncontrolling holder’s respective share of the estimated fair value of the net assets at the date of formation or acquisition. Noncontrolling interests are subsequently adjusted for the noncontrolling holder’s share of additional contributions, distributions and their share of the net earnings or losses of each respective consolidated entity. We allocate net income to noncontrolling interests based on the weighted average ownership interest during the period. The net income that is not attributable to us is reflected in the line item Net Earnings Attributable to Noncontrolling Interests. We do not recognize a gain or loss on transactions with a consolidated entity in which we do not own 100% of the equity and recognize the difference between the carrying amount of the noncontrolling interest and the consideration paid or received as additional paid-in-capital.

Certain limited partnership interests, including OP units, are exchangeable into our common stock. Common stock issued upon exchange of a holder’s noncontrolling interest is accounted for at the carrying value of the surrendered limited partnership interest and the difference between the carrying value and the fair value of the common stock issued is recorded to additional paid-in-capital.

Rental Revenues and Recoveries. We lease our operating properties to customers under agreements that are classified as operating leases. We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term. Generally, under the terms of our leases, the majority of our rental expenses are recovered from our customers, including common area maintenance, real estate taxes and insurance. Rental expenses recovered through reimbursements received from customers are recognized in Rental Revenues in the Consolidated Statements of Income. We generally record amounts reimbursed by our customers (“rental recoveries”) as revenues in the period that the applicable expenses are incurred. We account for and present rental revenue and rental recoveries as a single component under Rental Revenues as the timing of recognition is the same, the pattern with which we transfer the right of use of the property and related services to the lessee are both on a straight-line basis and our leases qualify as operating leases. We perform credit analyses of our customers prior to the execution of our leases and continue these analyses for each individual lease on an ongoing basis in order to ensure the collectability of rental revenue. We recognize revenue to the extent that amounts are determined to be collectible.

Strategic Capital Revenues. Strategic capital revenues include revenues we earn from the management services we provide to unconsolidated entities. These fees are determined in accordance with the terms specific to each arrangement and may include recurring fees such as asset management and property management fees or transactional fees for leasing, acquisition, development, construction, financing and tax services provided. We recognize these fees as we provide the services or on a cost basis for development fees.

We may also earn incentive returns (“promotes” or “promote revenues”) directly from third-party investors in the co-investment ventures based on the cumulative returns of the venture over a three-year period or the stabilization of individual development projects owned by the venture. The returns are determined by both the operating performance and real estate valuation of the venture, including highly variable inputs such as capitalization rates, market rents, interest rates and foreign currency exchange rates. As these key inputs are highly volatile and out of our control, and such volatility can materially impact our promotes period over period, we recognize promote revenues at the end of the performance period. We generally earn promote revenue directly from third-party investors in the co-investment ventures. We include the third-party investors’ share of promotes in Strategic Capital Revenues.

We also earn fees from ventures that we consolidate. Upon consolidation, these fees are eliminated from our earnings and the third-party investors’ share of these fees are recognized as a reduction of Net Earnings Attributable to Noncontrolling Interests.

Development Management and Other Revenues. Development management and other revenues principally include development and construction management fees from third parties and are recognized as we provide the services or on a cost basis.

Throughout the Notes to the Consolidated Financial Statements, Gains on Real Estate Transactions, Net collectivelyrefers to Gains on Dispositions of Development Properties and Land, Net and Gains on Other Dispositions of Investments in Real Estate, Net.

We recognize gains on the disposition of real estate when control transfers to the buyer, generally when consideration and title are exchanged and the risks and rewards of ownership transfer. We recognize losses from the disposition of real estate when known.

Beginning January 1, 2018 with the adoption of the new revenue recognition guidance, we recognize the entire gain attributed to contributions of real estate properties to unconsolidated entities. We previously recognized a gain on contribution only to the extent of the third-party ownership in the unconsolidated entity acquiring the property and deferred the portion of the gain related to our ownership through a reduction to our investment in the applicable unconsolidated entity. We adjusted our proportionate share of net earnings or losses recognized in future periods to reflect the entities’ recorded depreciation expense as if it were computed on our lower basis in the contributed properties rather than on the entity’s basis.For deferred gains from partial sales recorded prior to the adoption of the revenue recognition standard, we continue to recognize these gains over the lives of the underlying real estate properties or at the time of disposition to a third party. If our ownership interest in an unconsolidated entity decreases and the decrease is expected to be permanent, we recognize the amounts relating to previously deferred gains to coincide with our new ownership interest.

Gains on Dispositions of Development Properties and Land, Net. We present gains separately based on the type of real estate sold or contributed. We present gains on sales to third parties or contributions to our unconsolidated co-investment ventures as Gains on Dispositions of Development Properties and Land, Net when the property was included in our land portfolio or when we developed the property with the intent to sell or contribute.

Gains on Other Dispositions of Investments in Real Estate, Net. We present all other gains on sales to third parties or contributions to our unconsolidated entities of primarily operating properties and other real estate transactions as Gains on Other Dispositions of Investments in Real Estate, Net. We also include gains or losses on the remeasurement of equity investments to fair value upon acquisition of a controlling interest if the transaction is considered the acquisition of a business and gains or losses upon the partial redemption or sale of our investment in an unconsolidated entity.

Rental Expenses. Rental expenses principally include the cost of our property management and leasing personnel, utilities, repairs and maintenance, property insurance, real estate taxes and the other costs of managing our properties.We are also a lessee of land under leases which generally meet the criteria to be accounted for as operating leases.

Strategic Capital Expenses. Strategic capital expenses generally include the direct expenses associated with the asset management of the co-investment ventures provided by our employees who are assigned to our Strategic Capital Segment and the costs of our Prologis Promote Plan (“PPP”) based on earned promotes. For further discussion on the PPP, see Note 12. In addition, in order to achieve efficiencies and economies of scale, all of our property management and leasing functions are provided by property management and leasing personnel who are assigned to our Real Estate Segment. These individuals perform the property-level management and leasing of the properties in our owned and managed portfolio, which includes properties we consolidate and those we manage that are owned by the unconsolidated co-investment ventures. We allocate the costs of our property management and leasing teams to the properties we consolidate (included in Rental Expenses) and the properties owned by the unconsolidated co-investment ventures (included in Strategic Capital Expenses) by using the square feet owned by the respective portfolios.

Equity-Based Compensation. We account for equity-based compensation by measuring the cost of employee services received in exchange for an award of an equity instrument based on the fair value of the award on the grant date. We recognize the cost of the award on a straight-line basis over the period during which an employee is required to provide service in exchange for the award, generally the vesting period.

Income Taxes. Under the IRC, to qualify as a REIT, we are required to distribute at least 90% of our taxable income, and meet certain income, asset and stockholder tests. REITs which meet these certain income, asset and stockholder tests are generally not required to pay federal income taxes if they distribute 100% of their taxable income. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even as a REIT, we may be subject to certain foreign, state and local taxes on our own income and property, and to federal income and excise taxes on our undistributed taxable income.

We have elected taxable REIT subsidiary (“TRS”) status for some of our consolidated subsidiaries. This allows us to provide services that would otherwise be considered impermissible for REITs. Many of the foreign countries in which we have operations do not recognize REITs or do not accord REIT status under their respective tax laws to our entities that operate in their jurisdiction. In the U.S., we are taxed in certain states in which we operate. Accordingly, we recognize income tax expense for the federal and state income taxes incurred by our TRSs, taxes incurred in certain states and foreign jurisdictions, and interest and penalties associated with our unrecognized tax benefit liabilities.

We evaluate tax positions taken in the Consolidated Financial Statements under the interpretation for accounting for uncertainty in income taxes. As a result of this evaluation, we may recognize a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities.

We recognize deferred income taxes in certain taxable entities. For federal income tax purposes, certain acquisitions have been treated as tax-free transactions resulting in a carry-over tax basis in assets and liabilities. For financial reporting purposes and in accordance with purchase accounting, we record all of the acquired assets and assumed liabilities based on their relative fair value at date of acquisition, as discussed above. For our taxable subsidiaries, including certain international jurisdictions, we recognize the deferred income tax liabilities that represent the tax effect of the difference between the tax basis carried over and the relative fair value of the tangible and intangible assets at date of acquisition. Any subsequent increases or decreases to the deferred income tax liability recorded in connection with these acquisitions, are reflected in earnings.

If taxable income is generated in these subsidiaries, we recognize a benefit in earnings as a result of the reversal of the deferred income tax liability previously recorded at the acquisition date and we record current income tax expense representing the entire current income tax liability. If the reversal of the deferred income tax liability results from a sale or contribution of assets, the classification of the reversal to the Consolidated Statements of Income is based on the taxability of the transaction. If the sale or contribution is of the real estate asset and results in a taxable transaction, the reversal is recorded to deferred income tax benefit. If the sale or contribution is the disposition of the entity that owns the asset, the reversal is recorded through gains.

Deferred income tax expense is generally a function of the period’s temporary differences (items that are treated differently for tax purposes than for financial reporting purposes) and the utilization of tax net operating losses (“NOL”) generated in prior years that had been previously recognized as deferred income tax assets. We provide for a valuation allowance for deferred income tax assets if we believe all or some portion of the deferred income tax asset may not be realized. Any increase or decrease in the valuation allowance that results from a change in circumstances that causes a change in the estimated ability to realize the related deferred income tax asset is included in deferred tax expense.

Environmental Costs. We incur certain environmental remediation costs, including cleanup costs, consulting fees for environmental studies and investigations, monitoring costs, and legal costs relating to cleanup, litigation defense, and the pursuit of responsible third parties. We expense costs incurred in connection with operating properties and properties previously sold. We capitalize costs related to undeveloped land as development costs and record any expected future environmental liabilities at the time of acquisition. We maintain a liability for the estimated costs of environmental remediation expected to be incurred in connection with undeveloped land, acquired operating properties and properties previously sold that we adjust as appropriate as information becomes available.

On October 3, 2022, we acquired Duke Realty Corporation and Duke Realty Limited Partnership (collectively “Duke” or the “Duke Transaction”). Through the Duke Transaction, we acquired a portfolio primarily comprised of logistics real estate assets, including 494 industrial operating properties, aggregating 144.4 million square feet, which are highly complementary to our U.S. portfolio in terms of product quality, location and growth potential inour key markets. There was approximately 15 million square feet of non-strategic operating industrial properties acquired in the Duke Transaction for which our intent is not to operate these properties long-term. These assets are classified as Other Real Estate Investments in the Consolidated Balance Sheets. The portfolio also included properties under development, land for future development and investments in other ventures.

The Duke Transaction was completed for $23.2 billion through the issuance of equity based on the value of the Prologis common stock and units issued of $18.8 billion, the assumption of debt of $4.2 billion and transaction costs. In connection with the transaction, each issued and outstanding share or unit held by a Duke shareholder or unitholder was converted automatically into 0.475 shares of Prologis common stock or common units of Prologis, L.P., respectively, including shares and units under Duke’s equity incentive plan that became fully vested at closing.

The aggregate equity consideration is calculated below (in millions, except price per share):

We accounted for the Duke Transaction as an asset acquisition and as a result, the transaction costs of $239.8 million were capitalized to the basis of the acquired properties. Transaction costs included the direct costs incurred to acquire the real estate assets.

Under acquisition accounting, the total cost or total consideration exchanged is allocated to the real estate properties and related lease intangibles on a relative fair value basis. As the fair value of the properties acquired exceeded the purchase price, we allocated the bargain consideration at a property-level based on the relative fair value of the property in comparison to the total portfolio. All other assets acquired and liabilities assumed, including debt, and real estate assets that we intend to sell in the next twelve months were recorded at fair value. The total purchase price, including transaction costs, was allocated as follows (in millions):

On February 4, 2020, we acquired Liberty Property Trust and Liberty Property Limited Partnership (collectively “Liberty” or the “Liberty Transaction”). Through the Liberty Transaction, we acquired a portfolio primarily comprised of logistics real estate assets, including 519 industrial operating properties, aggregating 99.6 million square feet.

The Liberty Transaction was completed for $13.0 billion through the issuance of equity based on the value of the Prologis common stock and units issued of $10.0 billion, the assumption of debt of $2.8 billion and transaction costs. In connection with the transaction, each issued and outstanding share or unit held by a Liberty stockholder or unitholder was converted automatically into 0.675 shares of Prologis common stock or common units of Prologis, L.P., respectively, including shares and units under Liberty’s equity incentive plan that became fully vested at closing.

The aggregate equity consideration is calculated below (in millions, except price per share):

We accounted for the Liberty Transaction as an asset acquisition and as a result, the transaction costs of $115.8 million were capitalized to the basis of the acquired properties. Transaction costs included the direct costs incurred to acquire the real estate assets.

Investments in real estate properties consisted of the following at December 31 (dollars and square feet in thousands):

At December 31, 2022, we had investments in real estate assets in the U.S. and other Americas (Brazil, Canada and Mexico), Europe (Belgium, the Czech Republic, France, Germany, Hungary, Italy, the Netherlands, Poland, Slovakia, Spain, Sweden and the United Kingdom (“U.K.”)) and Asia (China, Japan and Singapore).

The following table summarizes our real estate acquisition activity, excluding the Duke Transaction and Liberty Transaction as discussed in Note 3, for the years ended December 31 (dollars and square feet in thousands):

The following table summarizes our dispositions of net investments in real estate which include contributions to unconsolidated co-investment ventures and dispositions to third parties for the years ended December 31 (dollars and square feet in thousands):

We lease our real estate properties to customers under agreements that are classified primarily as operating leases. We recognize the total minimum lease payments provided for under the leases on a straight-line basis over the lease term. Our weighted average lease term remaining was 55 months based on square feet for all leases in effect at December 31, 2022.

The following table summarizes the minimum lease payments due from our customers on leases for space in our operating properties, prestabilized and under development properties, other real estate investments and assets held for sale or contribution at December 31, 2022 (in thousands):

These amounts do not reflect future rental revenue from the renewal or replacement of existing leases and exclude reimbursements of operating expenses along with rental increases that are not fixed.

We had approximately 135 and 120 land and office space leases in which we were the lessee at December 31, 2022 and 2021, respectively, which primarily qualify as operating leases with remaining lease terms of 1 to 87 years at December 31, 2022. Our lease liabilities were $638.8 million and $448.4 million at December 31, 2022 and 2021, respectively.

The following table summarizes the fixed, future minimum rental payments, excluding variable costs, for leases that had commenced at December 31, 2022, with amounts discounted at lease commencement by our incremental borrowing rates to calculate the lease liabilities of our leases (in thousands):

The weighted average remaining lease term for these leases was 31 and 28 years at December 31, 2022 and 2021, respectively. We do not include renewal options in the lease term for calculating the lease liability unless we are reasonably certain we will exercise the option or the lessor has the sole ability to exercise the option. The weighted average discount rate was 3.4% and 3.2% at December 31, 2022 and 2021, respectively. We assigned a collateralized interest rate to each lease based on the term of the lease and the currency in which the lease was denominated.

We have investments in entities through a variety of ventures. We co-invest in entities that own multiple properties with partners and investors and we provide asset management and property management services to these entities, which we refer to as co-investment ventures. These entities may be consolidated or unconsolidated depending on the structure, our partner’s participation and other rights and our level of control of the entity. This note details our investments in unconsolidated co-investment ventures, which are related parties and accounted for using the equity method of accounting. See Note 11 for more detail regarding our consolidated investments that are not wholly owned.

We also have investments in other ventures, generally with one partner, which we account for using the equity method. We refer to our investments in both unconsolidated co-investment ventures and other ventures, collectively, as unconsolidated entities.

The following table summarizes our investments in and advances to unconsolidated entities at December 31 (in thousands):

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

At December 31, 2022 and 2021, we had receivables from NPR of $161.4 million and $175.2 million, respectively, related to customer security deposits that originated through a leasing company owned by us that pertain to properties previously contributed to NPR. We have a corresponding payable to NPR’s customers in Other Liabilities. These amounts are repaid to us as the leases turn over.

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

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

The following table summarizes the key property information, financial position and operating information of our unconsolidated co-investment ventures on a U.S. GAAP basis (not our proportionate share) and the amounts we recognized in the Consolidated Financial Statements related to these ventures at December 31 and for the years ended December 31 (dollars and square feet in millions):

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

At December 31, 2022, our outstanding equity commitments were $287.6 million, principally for Prologis China Logistics Venture.The equity commitments expire from 2023 to 2028 if they have not been previously called. Typically, equity commitments are used for future development and acquisitions in the unconsolidated co-investment ventures.

We had investments in certain real estate properties that met the criteria to be classified as held for sale or contribution at December 31, 2022 and 2021. At the time of classification, these properties were expected to be sold to third parties or were recently stabilized and expected to be contributed to unconsolidated co-investment ventures within twelve months. The amounts included in Assets Held for Sale or Contribution represented real estate investment balances and the related assets and liabilities.

Assets held for sale or contribution consisted of the following at December 31 (dollars and square feet in thousands):

The following table summarizes our other assets, net of amortization and depreciation, and other liabilities, net of amortization, if applicable, at December 31 (in thousands):

The following table summarizes the expected future amortization of leasing commissions and forgone rent (included in acquired lease intangibles above) into amortization expense and above and below market leases (included in acquired lease intangibles above) and rent leveling net assets into rental revenues, all based on the balances at December 31, 2022 (in thousands):

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

In June 2022, we terminated our global senior credit facility (the “2019 Global Facility”) and entered into the 2022 Global Facility with a borrowing capacity of up to $3.0 billion (subject to currency fluctuations). We also upsized our second global senior credit facility (the “2021 Global Facility”), increasing its borrowing capacity to $2.0 billion (subject to currency fluctuations). We may draw on both facilities in British pounds sterling, Canadian dollars, euro, Japanese yen, Mexican pesos and U.S. dollars on a revolving basis. During the recast of both facilities, we modified the base rate of the aggregate lender commitments in U.S. dollars from the U.S. dollar London Inter-bank Offered Rate to the Secured Overnight Financing Rate. The 2021 Global Facility is scheduled to initially mature in April 2024 and the 2022 Global Facility in June 2026; however, we can extend the maturity date for each facility by six months on two occasions, subject to the payment of extension fees. We have the ability to increase the 2021 Global Facility to $2.5 billion and the 2022 Global Facility to $4.0 billion, subject to currency fluctuations and obtaining additional lender commitments.

We also have a Japanese yen revolver (the “Yen Credit Facility”) with total commitments of ¥55.0 billion ($417.1 million at December 31, 2022). We have the ability to increase the borrowing capacity of the Yen Credit Facility to ¥75.0 billion ($568.7 million at December 31, 2022), subject to obtaining additional lender commitments. The Yen Credit Facility is initially scheduled to mature in July 2024; however, we may extend the maturity date for one year, subject to the payment of extension fees.

We refer to the 2021 Global Facility, the 2022 Global Facility and the Yen Credit Facility, collectively, as our “Credit Facilities.” Pricing for the Credit Facilities, including the spread over the applicable benchmark and the rates applicable to facility fees and letter of credit fees, varies based on the public debt ratings of the OP.

The following table summarizes information about our Credit Facility activity and available liquidity (dollars in millions):

The senior notes are unsecured and our obligations are effectively subordinated in certain respects to any of our debt that is secured by a lien on real property, to the extent of the value of such real property. The senior notes require interest payments be made quarterly, semi-annually or annually. The majority of the senior notes are redeemable at any time at our option, subject to certain prepayment penalties. Such repurchase and other terms are governed by the provisions of indenture agreements, various note purchase agreements or trust deeds.The following table summarizes the issuances of senior notes during 2022 (principal in thousands):

On October 6, 2022, we completed an exchange offer and consent solicitation for nine series of Duke’s senior notes for an aggregate amount of $3.4 billion, with $3.2 billion, or 96%, of the aggregate principal amount being validly tendered for exchange. The validly tendered senior notes were exchanged for notes issued by the OP. As a result of the consent solicitation, we have no separate remaining financial reporting obligations or financial covenants associated with the senior notes assumed in the Duke Transaction. All other terms of the assumed Duke senior notes remained substantially the same.

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

We recognized $20.2 million, $187.5 million and $188.3 million of losses on the early extinguishment of debt in 2022, 2021 and 2020, respectively. The losses during 2021 and 2020 were driven by the redemption of certain higher interest rate senior notes before their stated maturity. We redeemed $1.5 billion of senior notes in 2021, with stated maturities of 2024 and 2025, and $2.6 billion of senior notes in 2020, with stated maturities between 2021 and 2024. The losses in 2020 also included the extinguishment of debt assumed in the Liberty Transaction and IPT Transaction, which represented the excess of the prepayment penalties over the premium recorded upon assumption of the debt.

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

In December 2021, we entered into a loan for €400.0 million ($453.0 million at December 31, 2021) with an interest rate of -0.5% and a maturity of June 2022. This loan matured in 2022.

Scheduled principal payments due on our debt for each year through the period ended December 31, 2027, and thereafter were as follows at December 31, 2022 (in thousands):

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

Our senior notes, term loans and Credit Facilities outstanding at December 31, 2022 were subject to certain financial covenants under their related documents. At December 31, 2022, we were in compliance with all of our financial debt covenants.

We have finance subsidiaries as part of our operations in Europe (Prologis Euro Finance LLC), Japan (Prologis Yen Finance LLC) and the U.K. (Prologis Sterling Finance LLC) in order to mitigate our foreign currency risk by borrowing in the currencies in which we invest. These entities are 100% indirectly owned by the OP and all unsecured debt issued or to be issued by each entity is or will be fully and unconditionally guaranteed by the OP. There are no restrictions or limits on the OP’s ability to obtain funds from its subsidiaries by dividend or loan. In reliance on Rule 13-01 of Regulation S-X, the separate financial statements of Prologis Euro Finance LLC, Prologis Yen Finance LLC and Prologis Sterling Finance LLC are not provided.

At December 31, 2022, 2.1 billion shares were authorized to be issued by the Parent, of which 2.0 billion shares represent common stock and 0.1 billion shares represent preferred stock. Our board of directors (the “Board”) may, without stockholder approval, classify or reclassify any unissued shares of our stock from time to time by setting or changing the preferences, conversion or other rights, voting powers, restrictions, limitations as to distributions, qualifications and terms or conditions of redemption of such shares.

Our at-the-market program allows us to sell up to $1.5 billion in aggregate gross sales proceeds of shares of common stock through twenty designated agents. These agents earn a fee of up to 2% of the gross sales price per share of common stock as agreed to on a transaction-by-transaction basis. We have not issued any shares of common stock under this program.

On October 3, 2022, we issued 182.7 million common shares in the Duke Transaction.On February 4, 2020, we issued 106.7 million common shares in the Liberty Transaction. See Note 3 for more detail on these transactions.

Under the 2020 Long-Term Incentive Plan, certain of our employees and outside directors are able to participate in equity-based compensation plans. See Note 12 for additional information on equity-based compensation plans.

We have a share purchase program for the repurchase of outstanding shares of our common stock on the open market or in privately negotiated transactions for an aggregate purchase price of up to $1.0 billion.In 2020, we repurchased and retired 0.5 million shares of common stock for an aggregate price of $34.8 million at a weighted average price of $64.66 per share on the open market.

In 2020, we repurchased approximately 0.1 million shares of Series Q preferred stock and recognized a loss of $2.3 million, which primarily represented the difference between the repurchase price and the carrying value of the preferred stock, net of original issuance costs.

At December 31, 2022 and 2021 our Series Q preferred stock outstanding had a dividend rate of 8.54% and will be redeemable at our option on or after November 13, 2026. Holders have, subject to certain conditions, limited voting rights and all holders are entitled to receive cumulative preferential dividends based on liquidation preference. The dividends are payable quarterly when, and if, they have been declared by the Board, out of funds legally available for the payment of dividends.

For us to qualify as a REIT, five or fewer individuals may not own more than 50% of the value of our outstanding stock at any time during the last half of our taxable year. Therefore, our charter restricts beneficial ownership (or ownership generally attributed to a person under the REIT rules), by a person, or persons acting as a group, of issued and outstanding common and preferred stock that would cause that person to own or be deemed to own more than 9.8% (by value or number of shares, whichever is more restrictive) of our issued and outstanding common stock. Furthermore, subject to certain exceptions, no person shall at any time directly or indirectly acquire ownership of more than 25% of any of the preferred stock. These provisions assist us in protecting and preserving our REIT status and protect the interests of stockholders in takeover transactions by preventing the acquisition of a substantial block of outstanding shares of stock.

Shares of stock owned by a person or group of people in excess of these limits are subject to redemption by us. The provision does not apply where a majority of the Board, in its sole and absolute discretion, waives such limit after determining that our status as a REIT for federal income tax purposes will not be jeopardized.

To comply with the REIT requirements of the IRC, we are generally required to make common and preferred stock dividends (other than capital gain distributions) to our stockholders in amounts that together at least equal (i) the sum of (a) 90% of our “REIT taxable income” computed without regard to the dividends paid deduction and net capital gains and (b) 90% of the net income (after tax), if any, from foreclosure property, minus (ii) certain excess noncash income. Our common stock distribution policy is to distribute a percentage of our cash flow that ensures that we will meet the distribution requirements of the IRC and that allows us to also retain cash to meet other needs, such as capital improvements and other investment activities.

The taxability of our dividends for the years ended December 31, 2022, 2021 and 2020 are presented below. The taxability of dividends paid in 2022 was based on management’s estimates as our tax return for the year ended December 31, 2022 has not been filed. As the

statute of limitations is generally three years, our tax returns for certain years remain subject to examination and consequently the taxability of the dividends is subject to change.

The following summarizes the taxability of our common and preferred stock dividends for the years ended December 31:

Common stock dividends are characterized for federal income tax purposes as ordinary income, qualified dividend, capital gains, non-taxable return of capital or a combination of the four. Common stock dividends that exceed our current and accumulated earnings and profits (calculated for tax purposes) constitute a return of capital rather than a dividend and generally reduce the stockholder’s basis in the common stock. To the extent that a dividend exceeds both current and accumulated earnings and profits and the stockholder’s basis in the common stock, it will generally be treated as a gain from the sale or exchange of that stockholder’s common stock. At the beginning of each year, we notify our stockholders of the taxability of the common stock dividends paid during the preceding year.

Pursuant to the terms of our preferred stock, we are restricted from declaring or paying any dividend with respect to our common stock unless and until all cumulative dividends with respect to the preferred stock have been paid and sufficient funds have been set aside for dividends that have been declared for the relevant dividend period with respect to the preferred stock.

Distributions paid on the common limited partnership units, and the taxability of those distributions, are similar to dividends paid on the Parent’s common stock disclosed above.

On October 3, 2022, we issued 2.1 million common limited partnership units in the OP in the Duke Transaction. On February 4, 2020, we issued 2.3 million common limited partnership units in the OP in the Liberty Transaction. See Note 3 for more detail on these transactions. Additionally, we issued 1.0 million limited partnership units to our partner as partial consideration for the acquisition of additional ownership interest in an unconsolidated other venture in 2021 and 0.5 million limited partnership units as partial consideration for the acquisition of other properties in 2020.

We issued Class A Units in the OP through an acquisition of a portfolio of properties in 2015. The Class A Units generally have the same rights as the existing common limited partnership units of the OP, except that the Class A Units are entitled to a quarterly distribution equal to $0.64665 per unit so long as the common limited partnership units receive a quarterly distribution of at least $0.40 per unit (in the event the common limited partnership units receive a quarterly distribution of less than $0.40 per unit, the Class A Unit distribution would be reduced by a proportionate amount). Class A Units are convertible into common limited partnership units at an initial conversion rate of one-for-one. The conversion rate will be increased or decreased to the extent that, at the time of conversion, the net present value of the distributions paid with respect to the Class A Units are less or more than the distributions paid on common limited partnership units from the time of issuance of the Class A Units until the time of conversion. At December 31, 2022 and 2021, the Class A Units were convertible into 8.0 millioncommon limited partnership units. The OP may redeem the Class A Units at any time after October 7, 2025, for an amount in cash equal to the then-current number of the common limited partnership units into which the Class A Units are convertible, multiplied by $43.11, subject to the holders’ right to convert the Class A Units into common limited partnership units. Distributions paid to the Class A Units were $2.58660 annually during the years ended December 31, 2022, 2021 and 2020.

We report noncontrolling interests related to several entities we consolidate but of which we do not own 100% of the equity. These entities include two real estate partnerships that have issued limited partnership units to third parties. Depending on the specific partnership agreements, these limited partnership units are redeemable for cash or, at our option, shares of the Parent’s common stock, generally at a rate of one share of common stock to one limited partnership unit. We also consolidate certain entities in which we do not own 100% of the equity but the equity of these entities is not exchangeable into our common stock.

As discussed in Note 1, the Parent has complete responsibility, power and discretion in the day-to-day management of the OP. The Parent, through its majority interest, has the right to receive benefits from and incur losses of the OP. In addition, the OP does not have either substantive liquidation rights or substantive kick-out rights without cause or substantive participating rights that could be exercised by a simple majority of noncontrolling interests. The absence of such rights renders the OP as a VIE. Accordingly, the Parent is the primary beneficiary and therefore consolidates the OP.

The noncontrolling interests of the Parent include the noncontrolling interests described above for the OP, as well as the limited partnership units in the OP that are not owned by the Parent. The outstanding limited partnership units receive quarterly cash distributions equal to the quarterly dividends paid on our common stock pursuant to the terms of the applicable partnership agreements.

The following table summarizes these entities at December 31 (dollars in thousands):

In 2020, our stockholders approved the 2020 Long-Term Incentive Plan (“2020 LTIP”), which replaced the 2012 Long-Term Incentive Plan (“2012 LTIP”). After approval of the 2020 LTIP, no further awards could be made under the 2012 LTIP and outstanding awards previously granted under the 2012 LTIP will remain outstanding in accordance with the awards’ terms.

The 2020 LTIP provides for grants of awards to officers, directors, employees and consultants of the Parent or its subsidiaries. Awards can be in the form of: full value awards, stock appreciation rights and stock options (non-qualified options and incentive stock options). Full value awards generally consist of: (i) common stock; (ii) restricted stock units (“RSUs”); (iii) OP LTIP units (“LTIP Units”) and (iv) Prologis Outperformance Plan (“POP”) OP LTIP units (“POP LTIP Units”). The equity-based compensation plans and programs under which awards can be made were not changed under the 2020 LTIP. Awards may be made under the 2020 LTIP until it is terminated by the Board or until the ten-year anniversary of the effective date of the plan.

The awards have been issued under the following components of our equity-based compensation plans and programs at December 31, 2022: (i) POP; (ii) Prologis Promote Plan (“PPP”); (iii) annual long-term incentive (“LTI”) equity award program (“Annual LTI Award”);

and (iv) annual bonus exchange program. Under all of these components, certain employees may elect to receive their equity award payout either in the form of RSUs or other equity of the Parent or LTIP Units of the OP.

At December 31, 2022, we had 33.3 million shares reserved or available for issuance, including 5.7 million shares of common stock to be issued upon vesting of awards previously granted and 21.0 million shares of common stock remaining available for future issuance under equity compensation plans. Each LTIP Unit and POP LTIP Unit counts as one share of common stock for purposes of calculating the limit on shares that may be issued.

We have allocated participation points or a percentage of the compensation pool to participants under our POP corresponding to three-year performance periods beginning every January 1. The fair value of the awards is measured at the grant date and amortized over the period from the grant date to the date at which the awards vest, which ranges from three to ten years. The performance hurdle (“Outperformance Hurdle”) at the end of the initial three-year performance period requires our three-year compound annualized total stockholder return (“TSR”) to exceed a threshold set at the three-year compound annualized TSR for the Morgan Stanley Capital International (“MSCI”) US REIT Index for the same period plus 100 basis points. If the Outperformance Hurdle is met, a compensation pool will be formed equal to 3% of the excess value created, subject to a maximum as defined by each performance period. POP awards cannot be paid at a time when we meet the outperformance hurdle yet our absolute TSR is negative. If after seven years our absolute TSR has not been positive, the awards will be forfeited.

We granted participation points for the 2022 – 2024 performance period in January 2022, as discussed in the table below. The 2022 – 2024 performance period has an absolute maximum cap of $100 million. If an award is earned at the end of the initial three-year performance period, then 20% of the POP award is paid at the end of the initial performance period and the remaining 80% is subject to additional seven-year cliff vesting. The 20% that is paid at the end of the initial three-year performance period is subject to an additional three-year holding requirement.

Each participant is eligible to receive a percentage of the total compensation pool based on the number of participation points allocated to the participant, or in the case of certain executive officers, a set percentage of the compensation pool. If the performance criteria are met, the participants’ points or compensation pool percentage will be paid in the form of common stock, restricted stock units, POP LTIP Units or LTIP Units, as elected by the participant. Annually, a participant may exchange their participation points or compensation pool percentage for POP LTIP Units. If the performance criteria are not met, the participants’ points, compensation pool percentage and POP LTIP Units will be forfeited.

At December 31, 2022, all awards were equity classified. The initial valuation was calculated using a Monte Carlo valuation model.

The following table details the assumptions used for each grant based on the year it was granted (dollars in thousands):

Total remaining compensation cost related to the POP at December 31, 2022, was $62.5 million, prior to adjustments for capitalized amounts due to our development activities. The remaining compensation cost will be recognized through 2031, with a weighted average period of 2.8 years.

The performance criteria were met for the 2020 – 2022, 2019 – 2021, 2018 – 2020, and 2017 – 2019 performance periods at the end of the initial three-year performance period, which resulted in awards being earned in January 2023, 2022, 2021 and 2020, respectively, in the form of the awards listed below. See below for details on these performance periods (dollars, shares and units in thousands, except average price):

The tables below include POP awards that were earned but are unvested while any vested awards are reflected within the Consolidated Statements of Equity and Capital. The initial grant date fair value derived using a Monte Carlo valuation model was used in determining the grant date fair value per unit in the award tables below.

Awards may be issued in the form of RSUs or LTIP Units at the participants’ elections under the following equity-based compensation plans and programs. RSUs and LTIP Units are valued based on the market price of the Parent’s common stock on the date the award is granted and the grant date value is charged to compensation expense over the service period. The service period is generally four years, except for awards under the annual bonus exchange program. Dividends and distributions are paid with respect to both RSUs and LTIP Units during the vesting period, and therefore they are considered participating securities. We do not allocate undistributed earnings to participating securities as our net earnings per share or unit would not be materially different. The value of the dividend is charged to retained earnings for RSUs and the distribution is charged to Net Earnings Attributable to Noncontrolling Interests in the OP for LTIP Units in the Consolidated Financial Statements of the Parent.

Under the PPP, we establish a compensation pool for certain employees up to 40% of the third-party portion of promotes earned by Prologis from the co-investment ventures. The awards may be settled in some combination of cash and full value awards, at our election.

The Annual LTI Award provides for grants to certain employees subject to our performance against benchmark indices that relate to the most recent year’s performance.

Under our bonus exchange program, generally all our employees may elect to receive all or a portion of their annual cash bonus in equity. Equity awards granted through the bonus exchange are valued at a premium to the cash bonus exchanged and vest over three years, excluding certain executive officers. As certain executive officers do not receive a bonus exchange premium for participating in the bonus exchange program, the equity they receive upon exchange for their cash bonuses does not have a vesting period.

Each RSU represents the right to receive one share of common stock of the Parent.

The following table summarizes the activity for RSUs for the year ended December 31, 2022 (units in thousands):

The fair value of stock awards granted and vested was $98.9 million and $48.6 million for 2022, respectively, and $74.5 million and $32.6 million for 2021 respectively, based on the weighted average grant date fair value per unit.

Total remaining compensation cost related to RSUs outstanding, excluding POP, at December 31, 2022, was $90.9 million, prior to adjustments for capitalized amounts due to our development activities. The remaining compensation cost will be recognized through 2026, with a weighted average period of 1.4 years.

An LTIP Unit represents a partnership interest in the OP. After vesting and the satisfaction of certain conditions, an LTIP Unit may be exchangeable for a common limited partnership unit in the OP and then redeemable for a share of common stock or cash at our option.

The following table summarizes the activity for LTIP Units for the year ended December 31, 2022 (units in thousands):

The fair value of unit awards granted and vested, excluding POP awards, was $188.8 million and $84.3 million for 2022, respectively, and $86.6 million and $82.2 million for 2021, respectively, based on the weighted average grant date fair value per unit.

Total remaining compensation cost related to LTIP Units, excluding POP, at December 31, 2022, was $176.5 million, prior to adjustments for capitalized amounts due to our development activities. The remaining compensation cost will be recognized through 2026, with a weighted average period of 1.4 years.

In 2020, the Prologis 401(k) Plan (the “401(k) Plan”) was amended to provide for a new matching employer contribution of $0.50 for every dollar contributed by an employee, up to 12% of the employee’s annual compensation (within the statutory compensation limit). The matching employer contribution was previously up to 6% of the employee’s annual compensation. In the 401(k) Plan, vesting in the matching employer contributions is based on the employee’s years of service, with 100% vesting at the completion of one year of service. Our contributions under the matching provisions were $8.1 million, $5.8 million and $5.9 million for the years ended December 31, 2022, 2021 and 2020, respectively.

We have a non-qualified savings plan that allows highly compensated employees the opportunity to defer the receipt and income taxation of a certain portion of their compensation in excess of the amount permitted under the 401(k) Plan. There has been no employer matching within this plan in the three-year period ended December 31, 2022.

The following table summarizes the components of earnings before income taxes for the years ended December 31 (in thousands):

The following table summarizes the components of the provision for income taxes for the years ended December 31 (in thousands):

We recognize current income tax expense for the federal and state income taxes incurred by our TRSs and taxes incurred in certain states and foreign jurisdictions. Current income tax expense fluctuates from period to period based primarily on the timing of our taxable income. Taxable income incurred over the last three years was principally due to the following: (i) the contribution of real estate properties to our unconsolidated co-investment ventures and sales to third parties; (ii) recurring and transactional strategic capital fees earned; and (iii) taxable earnings from unconsolidated co-investment ventures. For 2021 and 2020, we had higher current tax expense in the U.S. primarily due to the tax incurred on the sale of assets. Included in 2022 is the reversal of a liability for an uncertain tax position, related to a previous acquisition, due to the expiration of the statute of limitations.

During the years ended December 31, 2022, 2021 and 2020, cash paid for income taxes, net of refunds, was $130.0 million, $148.7 million and $100.7 million, respectively.

The deferred income tax expense recognized in 2022, 2021 and 2020 was primarily due to changes in temporary differences and utilization of NOLs.

The following table summarizes the deferred income tax assets and liabilities at December 31 (in thousands):

The deferred tax asset valuation allowance at December 31, 2022, was adequate to reduce the total deferred tax asset to an amount that we estimate will more likely than not be realized.

During the years ended December 31, 2022, 2021 and 2020, we believe that we had complied with the REIT requirements of the IRC. The statute of limitations for our tax returns is generally three years. As such, our tax returns that remain subject to examination would be primarily from 2019 and thereafter. Liabilities or any related settlements for uncertain tax positions for the years ended December 31, 2022, 2021 and 2020 were not material to our Consolidated Financial Statements.

We determine basic earnings per share or unit based on the weighted average number of shares of common stock or units outstanding during the period. We compute diluted earnings per share or unit based on the weighted average number of shares or units outstanding combined with the incremental weighted average effect from all outstanding potentially dilutive instruments.

The computation of our basic and diluted earnings per share and unit for the years ended December 31 was as follows (in thousands, except per share and unit amounts):

~~The fair value~~Earnings allocated to the exchangeable OP units not held by the Parent have been included in the numerator and exchangeable common units have been included in the denominator for the purpose of ~~stock awards granted~~computing diluted earnings per share for all periods as the per share and ~~vested was $38.0 million and $18.8 million for 2016 and $27.3 million and $11.7 million for 2015, respectively, based on~~unit amount is the same.

In the normal course of business, our operations are exposed to market risks, including the effect of changes in foreign currency exchange rates and interest rates. We may enter into derivative financial instruments to offset these underlying market risks. See Note 2 for our derivative financial instruments policy.

The following table presents the fair value of our derivative financial instruments recognized within Other Assets and Other Liabilities on the Consolidated Balance Sheets at December 31 (in thousands):

The following table summarizes the activity of our undesignated foreign currency contracts for the years ended December 31 (in millions, except for weighted average forward rates and number of active contracts):

The following table summarizes the undesignated derivative financial instruments exercised and associated realized and unrealized gains (losses) in Foreign Currency and Derivative Gains (Losses) and Other Income (Expense), Net in the Consolidated Statements of Income for the years ended December 31 (in millions, except for number of exercised contracts):

Changes in the fair value of derivatives that are designated as net investment hedges of our foreign operations and cash flow hedges are recorded in AOCI/L and reflected within the Other Comprehensive Income (Loss) table below.

The following table summarizes the activity of our foreign currency contracts designated as net investment hedges for the years ended December 31 (in millions, except for weighted average forward rates and number of active contracts):

The following table summarizes the activity of our interest rate swaps designated as cash flow hedges for the years ended December 31 (in millions):

The following table summarizes our debt and accrued interest, designated as a hedge of our net investment in international subsidiaries at December 31 (in millions):

The following table summarizes the unrealized gains (losses) in Foreign Currency and Derivative Gains (Losses) and Other Income (Expense), Net on the remeasurement of the unhedged portion of our debt and accrued interest, including euro and British pound sterling denominated debt, for the years ended December 31 (in millions):

The change in Other Comprehensive Income (Loss) in the Consolidated Statements of Comprehensive Income during the periods presented was due to the translation into U.S. dollars from the consolidation of the financial statements of our consolidated subsidiaries whose functional currency is not the U.S. dollar. The change in fair value of the effective portion of our derivative financial instruments that have been designated as net investment hedges and cash flow hedges and the translation of the hedged portion of our debt, as discussed above, are also included in Other Comprehensive Income (Loss).

The following table presents these changes in Other Comprehensive Income (Loss) for the years ended December 31 (in thousands):

We have estimated the fair value of our financial instruments using available market information and valuation methodologies we believe to be appropriate for these purposes. Considerable judgment and a high degree of subjectivity are involved in developing these estimates and, accordingly, they are not necessarily indicative of amounts that we would realize on disposition. See Note 2 for more information on our fair value measurements policy.

At December 31, 2022 and 2021, other than the derivatives discussed previously, we had no significant financial assets or financial liabilities that were measured at fair value on a recurring basis in the Consolidated Financial Statements. All of our derivatives held at December 31, 2022 and 2021 were classified as Level 2 of the fair value hierarchy.

Acquired properties and assets we expect to sell or contribute are significant nonfinancial assets that met the criteria to be measured at fair value on a nonrecurring basis, as detailed in our accounting policy in Note 2. At December 31, 2022 and 2021, we estimated the fair value of our properties using Level 2 or Level 3 inputs from the fair value hierarchy. See more information on our acquired properties in Notes 3 and 4 and assets held for sale or contribution in Note 6.

At December 31, 2022 and 2021, the carrying amounts of certain financial instruments, including cash and cash equivalents, accounts and notes receivable, accounts payable and accrued expenses were representative of their fair values.

The differences in the fair value of our debt from the carrying value in the table below were the result of differences in interest rates or borrowing spreads that were available to us at December 31, 2022 and 2021, as compared with those in effect when the debt was issued or assumed, including reduced borrowing spreads due to our improved credit ratings. The fair value of the senior notes decreased in 2022 due to the increase in bond yields in the market as compared to the weighted average interest rates on our senior notes. The senior notes and many of the issuances of secured mortgage debt contain prepayment penalties or yield maintenance provisions that could make the cost of refinancing the debt at lower rates exceed the benefit that would be derived from doing so. We evaluate this on an on-going basis and have taken the opportunity to refinance some of our debt at lower rates and longer maturities as discussed in Note 8.

The following table reflects the carrying amounts and estimated fair values of our debt at December 31 (in thousands):

~~Fair Value Measurements~~

	2022				2021
	Carrying Value		Fair Value		Carrying Value		Fair Value
Credit Facilities	$	1,538,461	$	1,538,461	$	491,393	$	491,429
Senior notes		19,786,253		16,604,241		14,981,690		15,151,781
Term loans and unsecured other		2,106,592		2,092,264		1,825,195		1,835,569
Secured mortgage		444,655		420,964		416,776		437,215
Total	$	23,875,961	$	20,655,930	$	17,715,054	$	17,915,994

A majority of the properties we acquire, including land, are subjected to environmental reviews either by us or the previous owners. In addition, we may incur environmental remediation costs associated with certain land parcels we acquire in connection with the development of the land. We have acquired certain properties that may have been leased to or previously owned by companies that discharged hazardous materials. We establish a liability at the time of acquisition to cover such costs and adjust the liabilities as appropriate when additional information becomes available. We record our environmental liabilities in Other Liabilities. We purchase various environmental insurance policies to mitigate our exposure to environmental liabilities. We are not aware of any environmental liabilities that would have a material adverse effect on our business, financial condition or results of operations.

We have entered into agreements whereby we indemnify certain co-investment ventures, or our venture partners, outside of the U.S. for taxes that may be assessed with respect to certain properties we contributed to these ventures. Our contributions to these ventures are generally structured as contributions of shares of companies that own the real estate assets. Accordingly, the capital gains associated with the step up in the value of the underlying real estate assets, for tax purposes, are deferred and transferred at contribution. We have generally indemnified these ventures to the extent that the ventures incur capital gains or withholding tax as a result of a direct sale. The agreements limit the amount that is subject to our indemnification with respect to each property to 100% of the actual tax liabilities related to the capital gains that are deferred and transferred by us to the ventures at the time of the initial contribution less any deferred tax assets transferred with the property.

The outcome under these agreements is uncertain as it depends on the method and timing of dissolution of the related venture or disposition of any properties by the venture. We record liabilities related to the indemnification agreements in Other Liabilities. We continue to monitor these agreements and the likelihood of the sale of assets that would result in recognition and will adjust the potential liability in the future as facts and circumstances dictate.

We have issued performance and surety bonds and standby letters of credit in connection with certain development projects. Performance and surety bonds are commonly required by public agencies from real estate developers. Performance and surety bonds are renewable and expire on the completion of the improvements and infrastructure. At December 31, 2022 and 2021, we had $456.0 million and $394.6 million, respectively, outstanding under such arrangements.

We may be required under capital commitments or we may choose to make additional capital contributions to certain of our unconsolidated entities, representing our proportionate ownership interest, should additional capital contributions be necessary to fund development or acquisition costs, repayment of debt or operational shortfalls. See Note 5 for further discussion related to equity commitments to our unconsolidated co-investment ventures.

From time to time, we are party to a variety of legal proceedings arising in the ordinary course of business. We believe that, with respect to any such matters that we are currently a party to, the ultimate disposition of any such matter will not have material adverse effect on our business, financial position or results of operations.

At December 31, 2017 and 2016, other than the derivatives discussed previously, we did not have any significant financial assets or financial liabilities that were measured at fair value on a recurring basis in the Consolidated Financial Statements. All of our derivatives held at December 31, 2017 and 2016, were classified as Level 2 of the fair value hierarchy.

~~Acquired properties and assets we expect to sell or contribute met the criteria to be measured at fair value on a nonrecurring basis at December 31, 2017 and 2016, as discussed in Notes 3, 4 and 6.~~

At December 31, 2017 and 2016, the carrying amounts of certain financial instruments, including cash and cash equivalents, accounts and notes receivable, accounts payable and accrued expenses were representative of their fair values.

~~The following table reflects the carrying amounts and estimated fair values of our debt at December 31 (in thousands):~~

A majority of the properties we acquire, including land, are subjected to environmental reviews either by us or the previous owners. In addition, we may incur environmental remediation costs associated with certain land parcels we acquire in connection with the development of the land. We have acquired certain properties that may have been leased to or previously owned by companies that discharged hazardous materials. We establish a liability at the time of acquisition to cover such costs and adjust the liabilities as appropriate when additional information becomes available. We record our environmental liabilities in ~~Other Liabilities~~. We purchase various environmental insurance policies to mitigate our exposure to environmental liabilities. We are not aware of any environmental liabilities that would have a material adverse effect on our business, financial condition or results of operations.

We may enter into agreements whereby we indemnify certain co-investment ventures, or our venture partners, outside of the U.S. for taxes that may be assessed with respect to certain properties we contributed to these ventures. Our contributions to these ventures are generally structured as contributions of shares of companies that own the real estate assets. Accordingly, the capital gains associated with the step up in the value of the underlying real estate assets, for tax purposes, are deferred and transferred at contribution. We have generally indemnified these ventures to the extent that the ventures: (i) incur capital gains or withholding tax as a result of a direct sale of the real estate asset, as opposed to a transaction in which the shares of the company owning the real estate asset are transferred or sold or (ii) are required to grant a discount to the buyer of shares under a share transfer transaction as a result of the ventures transferring the embedded capital gain tax liability to the buyer of the shares in the transaction. The agreements limit the amount that is subject to our indemnification with respect to each property to 100% of the actual tax liabilities related to the capital gains that are deferred and transferred by us to the ventures at the time of the initial contribution less any deferred tax assets transferred with the property.

The outcome under these agreements is uncertain as it depends on the method and timing of dissolution of the related venture or disposition of any properties by the venture. We record liabilities related to the indemnification agreements in ~~Other Liabilities~~. We continue to monitor these agreements and the likelihood of the sale of assets that would result in recognition and will adjust the potential liability in the future as facts and circumstances dictate.

We have issued performance and surety bonds and standby letters of credit in connection with certain development projects. Performance and surety bonds are commonly required by public agencies from real estate developers. Performance and surety bonds are renewable and expire on the completion of the improvements and infrastructure. At December 31, 2017 and 2016, we had approximately $178.4 million and $123.5 million, respectively, outstanding under such arrangements.

We may be required under capital commitments or we may choose to make additional capital contributions to certain of our unconsolidated entities, representing our proportionate ownership interest, should additional capital contributions be necessary to fund development or acquisition costs, repayment of debt or operation shortfalls. See Note 5 for further discussion related to equity commitments to our unconsolidated entities.

Our current business strategy includes two operating segments: Real Estate (Rental Operations and Development) and Strategic Capital. We generate revenues, earnings, net operating income and cash flows through our segments, as follows:

•

Real Estate ~~Operations.~~Segment. This operating segment represents the ownership and development of operating properties and is the largest component of our ~~revenues~~revenue and earnings. We collect rent from our customers through operating leases, including reimbursements for the majority of our property operating costs. Each operating property is considered to be an individual operating segment with similar economic characteristics; these properties are combined within the reportable business segment based on geographic location. ~~Our~~The Real Estate ~~Operations segment~~Segment also includes development activities that lead to rental operations, including land held for development and properties currently under ~~development.~~development,and other real estate investments. Within this line of business, we utilize the following: (i) our land bank; (ii) the development and leasing expertise of our local teams; and (iii) our customer relationships. ~~Land we own and lease to customers under ground leases is also included in this segment.~~

•

Strategic ~~Capital.~~Capital Segment. This operating segment represents the management of unconsolidated co-investment ventures. We generate strategic capital revenues primarily from our unconsolidated co-investment ventures through asset management and property management services and we earn additional revenues by providing leasing, acquisition, construction, development, financing and disposition services. Depending on the structure of the venture and the returns provided to our partners, we also earn revenues through promotes periodically during the life of a venture or upon liquidation. Each unconsolidated co-investment venture we manage is considered to be an individual operating segment with similar economic characteristics; these ventures are combined within the reportable business segment based on geographic location.

~~Reconciliations are presented below for: (i) each reportable business segment’s revenues from external customers to~~ ~~Total Revenues; (ii) each reportable business segment’s net operating income from external customers to~~ ~~Operating Income~~ ~~and~~ ~~Earnings Before Income Taxes; and (iii) each reportable business segment’s assets to~~ ~~Total Assets~~. Our chief operating decision makers rely primarily on net operating income and similar measures to make decisions about allocating resources and assessing segment performance. The applicable components of ~~Total Revenues, Operating Income, Earnings Before Income Taxes~~ ~~and~~ ~~Total Assets~~ are allocated to each reportable business segment’s revenues, net operating income and assets. Items that are not directly assignable to a segment, such as certain corporate income and expenses, are not allocated but reflected as reconciling items. The following reconciliations are presented in thousands:

Reconciliations are presented below for: (i) each reportable business segment’s revenues from external customers to Total Revenues; (ii) each reportable business segment’s net operating income from external customers to Operating Income and Earnings Before Income Taxes; and (iii) each reportable business segment’s assets to Total Assets. Our chief operating decision makers rely primarily on net operating income and similar measures to make decisions about allocating resources and assessing segment performance. The applicable components of Total Revenues, Operating Income, Earnings Before Income Taxes and Total Assets are allocated to each reportable business segment’s revenues, net operating income and assets. Items that are not directly assignable to a segment, such as certain corporate income and expenses, are not allocated but reflected as reconciling items.

Table of Contents

Index to Item 15

The following reconciliations are presented in thousands:

	Years Ended December 31,
		2022			2021			2020
Revenues:
Real estate segment:
U.S.	$	4,726,072		$	3,967,180		$	3,600,335
Other Americas		92,751			98,620			87,830
Europe		56,731			55,533			68,801
Asia		58,553			47,357			44,782
Total real estate segment		4,934,107			4,168,690			3,801,748
Strategic capital segment:
U.S.		215,416			171,761			354,825
Other Americas		82,462			58,655			37,696
Europe		644,832			249,600			145,016
Asia		96,875			110,734			99,450
Total strategic capital segment		1,039,585			590,750			636,987

Total revenues		5,973,692			4,759,440			4,438,735

Segment net operating income:
Real estate segment:
U.S. ⁽¹⁾		3,555,627			2,966,498			2,679,685
Other Americas		67,552			72,424			64,473
Europe		24,738			31,163			43,531
Asia		40,116			34,854			31,986
Total real estate segment		3,688,033			3,104,939			2,819,675
Strategic capital segment:
U.S. ⁽¹⁾		59,561			59,991			237,271
Other Americas		63,464			47,247			24,923
Europe		557,676			203,779			99,504
Asia		55,528			72,562			57,248
Total strategic capital segment		736,229			383,579			418,946

Total segment net operating income		4,424,262			3,488,518			3,238,621

Reconciling items:
General and administrative expenses		(331,083	)		(293,167	)		(274,845	)
Depreciation and amortization expenses		(1,812,777	)		(1,577,942	)		(1,561,969	)
Gains on dispositions of development properties and land, net		597,745			817,017			464,942
Gains on other dispositions of investments in real estate, net		589,391			772,570			252,195
Operating income		3,467,538			3,206,996			2,118,944

Earnings from unconsolidated entities, net		310,872			404,255			297,370
Interest expense		(309,037	)		(266,228	)		(314,507	)
Foreign currency and derivative gains (losses) and other income (expense), net		241,621			165,278			(166,429	)
Losses on early extinguishment of debt, net		(20,184	)		(187,453	)		(188,290	)
Earnings before income taxes	$	3,690,810		$	3,322,848		$	1,747,088

Table of Contents

Index to Item 15

	December 31,
		2022		2021
Segment assets:
Real estate segment:
U.S.	$	71,858,560	$	44,136,140
Other Americas		1,831,956		1,148,371
Europe		1,952,160		1,837,800
Asia		1,031,135		965,854
Total real estate segment		76,673,811		48,088,165
Strategic capital segment ⁽²⁾:
U.S.		10,817		11,984
Europe		25,280		25,280
Asia		231		299
Total strategic capital segment		36,328		37,563
Total segment assets		76,710,139		48,125,728

Reconciling items:
Investments in and advances to unconsolidated entities		9,698,898		8,610,958
Assets held for sale or contribution		531,257		669,688
Cash and cash equivalents		278,483		556,117
Other assets		678,671		523,729
Total reconciling items		11,187,309		10,360,492
Total assets	$	87,897,448	$	58,486,220

Years Ended December 31,

2017

2016

2015

Revenues:

Real estate operations segment:

U.S.

$
2,025,184

$
2,040,308

$
1,801,858

Other Americas

84,789

58,519

57,316

Europe

73,708

75,602

69,576

Asia

60,564

55,144

50,495

Total real estate operations segment

2,244,245

2,229,573

1,979,245

Strategic capital segment:

U.S.

176,720

39,360

39,396

Other Americas

28,494

22,799

22,507

Europe

106,862

186,652

112,744

Asia

61,813

54,751

43,182

Total strategic capital segment

373,889

303,562

217,829

Total revenues

2,618,134

2,533,135

2,197,074

Segment net operating income:

Real estate operations segment:

U.S. (1)

1,519,164

1,520,571

1,256,188

Other Americas

58,842

38,114

38,061

Europe

51,277

54,406

39,721

Asia

33,234

33,283

34,395

Total real estate operations segment

1,662,517

1,646,374

1,368,365

Strategic capital segment:

U.S. (1)

106,471

(1,622
)

(1,925
)
Other Americas

16,811

12,777

13,496

Europe

68,127

144,132

86,215

Asia

27,339

19,769

11,621

Total strategic capital segment

218,748

175,056

109,407

Total segment net operating income

1,881,265

1,821,430

1,477,772

Reconciling items:

General and administrative expenses

231,059

222,067

217,227

Depreciation and amortization expenses

879,140

930,985

880,373

Operating income

771,066

668,378

380,172

Earnings from unconsolidated entities, net

248,567

206,307

159,262

Interest expense

(274,486
)

(303,146
)

(301,363
)
Interest and other income, net

13,731

8,101

25,484

Gains on dispositions of investments in real estate and revaluation of
equity investments upon acquisition of a controlling interest, net

1,182,965

757,398

758,887

Foreign currency and derivative gains (losses), net

(57,896
)

7,582

12,466

Gains (losses) on early extinguishment of debt, net

(68,379
)

2,484

(86,303
)
Earnings before income taxes

$
1,815,568

$
1,347,104

$
948,605

December 31,

2017

2016

Assets:

Real estate operations segment:

U.S.

$
19,058,610

$
21,286,422

Other Americas

1,767,385

978,476

Europe

1,008,340

1,346,589

Asia

1,083,764

936,462

Total real estate operations segment

22,918,099

24,547,949

Strategic capital segment (2):

U.S.

16,818

18,090

Europe

25,280

47,635

Asia

544

1,301

Total strategic capital segment

42,642

67,026

Total segment assets

22,960,741

24,614,975

Reconciling items:

Investments in and advances to unconsolidated entities

5,496,450

4,230,429

Assets held for sale or contribution

342,060

322,139

Notes receivable backed by real estate

34,260

32,100

Cash and cash equivalents

447,046

807,316

Other assets

200,518

242,973

Total reconciling items

6,520,334

5,634,957

Total assets

$
29,481,075

$
30,249,932

(1)	This includes compensation ~~and personnel costs for employees who were located in the U.S. but also support other regions.~~

~~(2)~~

~~Represents management contracts and goodwill recorded in connection with business combinations associated with the Strategic Capital segment. Goodwill was $25.3 million at December 31, 2017 and 2016.~~

~~NOTE 19. SUPPLEMENTAL CASH FLOW INFORMATION~~

~~Our significant noncash investing~~ and ~~financing activities~~personnel costs for employees who were located in the ~~years ended December 31, 2017, 2016 and 2015 included the following:~~

•

We contributed operating properties owned by NAIF to USLF in 2017. See Notes 4, 5 and 12 for more information on this transaction. As a result, we received $1.1 billion of units or ownership interest in USLF as a portion of our proceeds from this contribution. In addition, USLF assumed the $19.5 million note receivable backed by real estate we received in 2017 and $956.0 million of secured mortgage debt.U.S. but also support other geographies.

(2)	Represents management contracts and goodwill recorded in connection with business combinations associated with the Strategic Capital Segment. Goodwill was $25.3 million at December 31, 2022 and 2021.

NOTE 18. SUPPLEMENTAL CASH FLOW INFORMATION

Our significant noncash investing and financing activities for the years ended December 31, 2022, 2021 and 2020 included the following:

•

We completed the Duke Transaction on October 3, 2022 for $23.2 billion through the issuance of equity and the assumption of debt. We completed the Liberty Transaction on February 4, 2020 for $13.0 billion through the issuance of equity and the assumption of debt. See Note 3 for more information on these transactions. Additionally, in 2020, USLV assumed $341.8 million debt as part of the IPT Transaction. See Note 4 for more information on this transaction.

•

We recognized lease right-of-use assets and lease liabilities related to leases in which we are the lessee within Other Assets and Other Liabilities on the Consolidated Balance Sheets, including any new leases, renewals and modifications of $162.5 million in 2022, $71.4 million in 2021 and $47.8 million in 2020 for both assets and liabilities.

•	We capitalized $34.9 million, $25.6 million and $22.4 million in 2022, 2021 and 2020, respectively, of equity-based compensation expense.

•

We received ~~$153.3~~$597.5 million, ~~$135.3~~$886.1 million and ~~$65.3~~$433.7 million of ownership interests in certain unconsolidated co-investment ventures as a portion of our proceeds from the contribution of properties to these entities during ~~2017, 2016~~2022, 2021 and ~~2015,~~2020, respectively, as disclosed in Note 5. Included in 2022 was the equity interests we received in a newly formed other venture from the contribution of real estate properties. Included in 2020 was the equity interests we received in PCCLF for the contribution of real estate properties from Prologis China Logistics Venture II, LP and Prologis China Logistics Venture I, LP.

•

We ~~capitalized $28.8~~issued 0.3 million, ~~$25.8~~0.8 million and ~~$22.7 million in 2017, 2016 and 2015, respectively, of equity-based compensation expense resulting from our development and leasing activities.~~

~~We issued 1.5 million shares and 1.9~~0.7 million shares in ~~2017~~2022, 2021 and ~~2016,~~2020, respectively, of the Parent’s common stock upon redemption of an equal number of common limited partnership units in the ~~OP, as disclosed in Note 12.~~OP.

•

We ~~received $53.8~~reinvested distributions from unconsolidated co-investment ventures of $64.7 million and ~~$235.1~~$45.6 million ~~of notes receivable backed by real estate~~and increased our ownership in ~~exchange for the disposition of real estate in 2017~~2022 and ~~2015. See Note 7 for more information on our notes receivable backed by real estate.~~ 2020, respectively.

•

During 2015, we assumed $290.7 million of secured mortgage debt in connection with the acquisition of real estate properties. Also, as partial consideration for the disposition of some properties acquired during 2015, the buyer assumed debt of $170.1 million.

~~In 2015, exchangeable senior notes of $459.8 million, that were~~We issued ~~by the OP, were exchanged into 11.9~~1.0 million ~~shares of common stock of the Parent.~~

~~In 2015,~~ common limited partnership units ~~were~~for $130.4 million to our partner and assumed debt of $215.3 million in our acquisition of additional ownership interest in and subsequent consolidation of two unconsolidated other ventures in 2021. We issued 0.5 million common limited partnership units for $48.5 million as partial consideration for the acquisition of properties ~~as disclosed~~ in 2020. See Note ~~11.~~10 for more information.

Table of Contents

Index to Item 15

•	~~See Note 3 for information related to the KTR transaction in 2015.~~

•

~~NOTE 20.~~We received a distribution of proceeds from UKLV for the sale of real estate properties that we subsequently reinvested in PELF and PELP of $153.0 million in 2021.

•	As partial consideration for the disposition of a portfolio of properties during 2020, the buyer assumed debt of $169.8 million.

Table of Contents

Index to Item 15

NOTE 19. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The following table details our selected quarterly financial data (in thousands, except per share and unit data):

	Three Months Ended
Prologis, Inc.	March 31,			June 30,			September 30,			December 31,
2022:
Rental revenues	$	1,076,861		$	1,093,452		$	1,151,846		$	1,591,012
Total revenues	$	1,219,128		$	1,252,080		$	1,750,892		$	1,751,592
Rental expenses	$	(275,674	)	$	(270,465	)	$	(284,707	)	$	(374,892	)
Gains on dispositions of development properties and land, net	$	210,206		$	105,802		$	74,678		$	207,059
Gains on other dispositions of investments in real estate, net	$	584,835		$	-		$	1,019		$	3,537
Operating income	$	1,205,802		$	533,317		$	914,970		$	813,449
Consolidated net earnings	$	1,219,722		$	646,436		$	1,069,174		$	620,066
Net earnings attributable to common stockholders	$	1,149,254		$	609,855		$	1,013,933		$	585,754
Net earnings per share attributable to common stockholders – Basic ⁽¹⁾	$	1.55		$	0.82		$	1.37		$	0.64
Net earnings per share attributable to common stockholders – Diluted ⁽¹⁾⁽²⁾	$	1.54		$	0.82		$	1.36		$	0.63
2021:
Rental revenues	$	1,021,656		$	1,014,763		$	1,037,281		$	1,074,294
Total revenues	$	1,148,316		$	1,150,842		$	1,183,049		$	1,277,233
Rental expenses	$	(277,884	)	$	(245,133	)	$	(256,607	)	$	(261,692	)
Gains on dispositions of development properties and land, net	$	173,643		$	187,361		$	139,406		$	316,607
Gains on other dispositions of investments in real estate, net	$	16,623		$	127,167		$	214,390		$	414,390
Operating income	$	532,197		$	700,866		$	765,660		$	1,208,273
Consolidated net earnings	$	399,693		$	650,313		$	797,731		$	1,300,853
Net earnings attributable to common stockholders	$	365,815		$	598,625		$	722,007		$	1,247,124
Net earnings per share attributable to common stockholders – Basic⁽¹⁾	$	0.50		$	0.81		$	0.98		$	1.68
Net earnings per share attributable to common stockholders – Diluted⁽¹⁾⁽²⁾	$	0.49		$	0.81		$	0.97		$	1.67

Prologis, L.P.
2022:
Rental revenues	$	1,076,861		$	1,093,452		$	1,151,846		$	1,591,012
Total revenues	$	1,219,128		$	1,252,080		$	1,750,892		$	1,751,592
Rental expenses	$	(275,674	)	$	(270,465	)	$	(284,707	)	$	(374,892	)
Gains on dispositions of development properties and land, net	$	210,206		$	105,802		$	74,678		$	207,059
Gains on other dispositions of investments in real estate, net	$	584,835		$	-		$	1,019		$	3,537
Operating income	$	1,205,802		$	533,317		$	914,970		$	813,449
Consolidated net earnings	$	1,219,722		$	646,436		$	1,069,174		$	620,066
Net earnings attributable to common unitholders	$	1,181,525		$	627,286		$	1,042,664		$	599,252
Net earnings per unit attributable to common unitholders – Basic ⁽¹⁾	$	1.55		$	0.82		$	1.37		$	0.64
Net earnings per unit attributable to common unitholders – Diluted ⁽¹⁾	$	1.54		$	0.82		$	1.36		$	0.63
2021:
Rental revenues	$	1,021,656		$	1,014,763		$	1,037,281		$	1,074,294
Total revenues	$	1,148,316		$	1,150,842		$	1,183,049		$	1,277,233
Rental expenses	$	(277,884	)	$	(245,133	)	$	(256,607	)	$	(261,692	)
Gains on dispositions of development properties and land, net	$	173,643		$	187,361		$	139,406		$	316,607
Gains on other dispositions of investments in real estate, net	$	16,623		$	127,167		$	214,390		$	414,390
Operating income	$	532,197		$	700,866		$	765,660		$	1,208,273
Consolidated net earnings	$	399,693		$	650,313		$	797,731		$	1,300,853
Net earnings attributable to common unitholders	$	376,083		$	615,478		$	741,794		$	1,282,008
Net earnings per unit attributable to common unitholders – Basic⁽¹⁾	$	0.50		$	0.81		$	0.98		$	1.68
Net earnings per unit attributable to common unitholders – Diluted⁽¹⁾	$	0.49		$	0.81		$	0.97		$	1.67

Table of Contents

Index to Item 15

(1)	Quarterly earnings per common share or unit amounts may not total to the annual amounts due to rounding and the changes in the number of weighted average common shares or units outstanding included in the calculation of basic and diluted shares or units.

(2)	Income allocated to the exchangeable OP units not held by the Parent has been included in the numerator and exchangeable OP units have been included in the denominator for the purpose of computing diluted earnings per share for all periods since the per share and unit ~~data):~~is the same.

100

Table of Contents

Index to Item 15

PROLOGIS, INC. AND PROLOGIS, L.P.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2022

(In thousands of U.S. dollars, as applicable)

				Initial Cost to Prologis				Costs Capitalized		Gross Amounts at Which Carried at December 31, 2022
Description	No. of Bldgs.		Encum- brances	Land		Building & Improvements		Subsequent to Acquisition		Land		Building & Improvements		Total (a,b)		Accumulated Depreciation (c)			Date of Construction/ Acquisition
Operating Properties

U.S. Markets
Atlanta		165			704,450		2,108,059		498,688		725,711		2,585,486		3,311,197		(363,505	)	1994-2022
Austin		10			12,783		52,335		10,061		12,837		62,342		75,179		(29,336	)	1994-2015
Baltimore/Washington D.C.		99	(d)		481,309		980,954		275,881		494,517		1,243,627		1,738,144		(215,077	)	1995-2022
Central PA		34			289,391		1,043,676		155,465		306,976		1,181,556		1,488,532		(241,811	)	2002-2022
Central Valley		39			244,099		530,993		941,345		264,445		1,451,992		1,716,437		(265,716	)	1999-2022
Charlotte		45			112,232		346,000		102,031		124,965		435,298		560,263		(84,744	)	1994-2020
Chicago		237			1,093,201		3,153,363		627,377		1,119,733		3,754,208		4,873,941		(784,152	)	1995-2022
Cincinnati		60			157,634		830,881		137,309		165,844		959,980		1,125,824		(93,837	)	1996-2022
Columbus		33			65,940		369,748		77,539		68,889		444,338		513,227		(104,224	)	1996-2022
Dallas/Ft. Worth		185			645,832		2,281,203		558,842		668,061		2,817,816		3,485,877		(536,780	)	1994-2022
Denver		38			115,979		295,412		178,682		115,515		474,558		590,073		(154,568	)	1993-2022
Houston		194			506,818		2,226,942		391,161		551,473		2,573,448		3,124,921		(358,694	)	1993-2022
Indianapolis		37			91,337		600,850		77,308		92,575		676,920		769,495		(75,423	)	1995-2022
Jacksonville		1			-		2,892		273		-		3,165		3,165		(3,015	)	2011
Las Vegas		57			175,201		345,091		297,766		159,801		658,257		818,058		(129,319	)	1996-2021
Lehigh Valley		65			1,205,621		2,279,491		398,406		1,282,491		2,601,027		3,883,518		(272,175	)	2004-2022
Louisville		12			48,140		188,696		94,624		50,392		281,068		331,460		(80,928	)	2005-2022
Nashville		45			202,495		595,616		198,166		204,864		791,413		996,277		(79,036	)	1995-2022
New Jersey/New York City		156	(d)		2,724,856		3,808,098		783,582		2,759,509		4,557,027		7,316,536		(784,219	)	1996-2022
Orlando		98	(d)		284,646		880,549		180,716		299,608		1,046,303		1,345,911		(156,640	)	1994-2022
Phoenix		51			154,063		394,219		375,847		184,342		739,787		924,129		(121,859	)	1992-2022
Portland		41	(e)		130,433		276,956		221,257		183,932		444,714		628,646		(75,642	)	2006-2022
Raleigh Durham		37			107,899		407,505		20,028		111,839		423,593		535,432		(15,973	)	2020-2022
Reno		17			25,389		142,279		119,361		26,762		260,267		287,029		(94,815	)	1994-2021
San Antonio		20	(d)		25,735		95,828		47,052		25,957		142,658		168,615		(69,678	)	1994-2016
San Francisco Bay Area		233			1,071,018		1,670,174		577,839		1,082,106		2,236,925		3,319,031		(875,417	)	1993-2022
Savannah		23			204,408		473,995		32,404		204,408		506,399		710,807		(5,312	)	2022
Seattle		109			850,208		1,434,654		377,278		876,132		1,786,008		2,662,140		(306,484	)	2008-2022
South Florida		174	(d)		1,329,156		2,117,967		344,476		1,342,860		2,448,739		3,791,599		(328,733	)	1994-2022
Southern California		416	(d)(e)		6,127,705		8,115,196		1,842,050		6,373,646		9,711,305		16,084,951		(1,828,182	)	2005-2022
Tampa		26			92,357		244,738		25,477		98,472		264,100		362,572		(10,963	)	2020-2022
Subtotal U.S. Markets:		2,757			19,280,335		38,294,360		9,968,291		19,978,662		47,564,324		67,542,986		(8,546,257	)

Other Americas Markets
Brazil		5			-		53,276		17		-		53,293		53,293		(779	)	2022
Canada		34	(d)		248,162		373,220		223,615		255,888		589,109		844,997		(160,947	)	2008-2022
Mexico		1			730		2,287		3,224		736		5,505		6,241		(1,865	)	2011
Subtotal Other Americas Markets:		40			248,892		428,783		226,856		256,624		647,907		904,531		(163,591	)

Europe Markets
Belgium		3			16,011		4,776		-		16,011		4,776		20,787		(204	)	2022
Germany		4			47,837		7,068		35,479		52,812		37,572		90,384		(5,903	)	2011-2022
Hungary		1			1,845		-		5,983		1,845		5,983		7,828		(106	)	2022
Slovakia		2			2,926		-		12,652		3,239		12,339		15,578		(391	)	2021
Spain		5			10,862		34,504		13,340		9,969		48,737		58,706		(17,990	)	2011-2019
United Kingdom		2			48,510		3,291		10,347		48,919		13,229		62,148		(3,412	)	2019-2021
Subtotal Europe Markets:		17			127,991		49,639		77,801		132,795		122,636		255,431		(28,006	)

Asia Markets
Japan		6			20,380		152,367		20,618		20,380		172,985		193,365		(3,024	)	2019-2022
Singapore		5			-		137,592		4,890		-		142,482		142,482		(74,846	)	2011
Subtotal Asia Markets:		11			20,380		289,959		25,508		20,380		315,467		335,847		(77,870	)
Total Operating Properties		2,825			19,677,598		39,062,741		10,298,456		20,388,461		48,650,334		69,038,795		(8,815,724	)

101

Table of Contents

Index to Item 15

PROLOGIS, INC. AND PROLOGIS, L.P.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2022

(In thousands of U.S. dollars, as applicable)

				Initial Cost to Prologis				Costs Capitalized		Gross Amounts at Which Carried at December 31, 2022									Date of
Description	No. of Bldgs.		Encum- brances	Land		Building & Improvements		Subsequent to Acquisition		Land		Building & Improvements		Total (a,b)		Accumulated Depreciation (c)			Construction/ Acquisition (f)
Development Portfolio

U.S. Markets
Atlanta		2			21,712		-		59,023		21,712		59,023		80,735
Austin		1			6,721		-		46,522		6,721		46,522		53,243
Baltimore/Washington D.C.		1			14,784		-		22,364		14,784		22,364		37,148
Central PA		1			7,810		-		25,226		7,810		25,226		33,036
Central Valley		2			10,174		-		44,198		10,174		44,198		54,372				2022
Charlotte		1			8,841		-		14,848		8,841		14,848		23,689
Chicago		9			116,955		967		163,188		116,955		164,155		281,110				2022
Cincinnati		1			2,536		-		11,861		2,536		11,861		14,397
Dallas/Ft. Worth		11			83,061		-		97,625		83,061		97,625		180,686
Houston		1			17,165		-		57,237		17,165		57,237		74,402
Indianapolis		2			8,440		17,058		32,671		8,440		49,729		58,169
Las Vegas		3			23,262		-		60,375		23,262		60,375		83,637				2022
Lehigh Valley		2			48,636		-		76,923		48,636		76,923		125,559
Nashville		3			10,264		-		22,670		10,264		22,670		32,934
New Jersey/New York City		2			51,603		-		8,216		51,603		8,216		59,819
Orlando		5			19,490		-		71,228		19,490		71,228		90,718				2022
Phoenix		5			23,600		-		26,774		23,600		26,774		50,374
Reno		3			19,126		-		64,128		19,126		64,128		83,254				2022
San Francisco Bay Area		5			37,507		20,605		52,718		37,507		73,323		110,830				2022
Seattle		3			62,649		14,746		30,980		62,649		45,726		108,375
South Florida		6			63,291		-		59,613		63,291		59,613		122,904				2022
Southern California		11			623,788		70,248		168,087		623,788		238,335		862,123				2022
Subtotal U.S. Markets:		80			1,281,415		123,624		1,216,475		1,281,415		1,340,099		2,621,514

Other Americas Markets
Canada		5			65,936		-		16,302		65,936		16,302		82,238
Mexico		13			64,308		-		137,871		64,308		137,871		202,179				2022
Subtotal Other Americas Markets:		18			130,244		-		154,173		130,244		154,173		284,417

Europe Markets
Belgium		1			9,096		-		11,063		9,096		11,063		20,159
Czech Republic		2			5,338		-		11,574		5,338		11,574		16,912
France		2			5,260		-		21,730		5,260		21,730		26,990
Germany		3			20,134		-		49,748		20,134		49,748		69,882
Hungary		2			5,708		-		18,138		5,708		18,138		23,846				2022
Italy		2			3,637		-		17,549		3,637		17,549		21,186				2022
Netherlands		3			13,052		-		50,091		13,052		50,091		63,143
Poland		2			8,312		-		21,206		8,312		21,206		29,518
Slovakia		2			4,490		-		26,313		4,490		26,313		30,803				2022
Spain		2			17,535		-		12,198		17,535		12,198		29,733
Sweden		3			45,796		-		22,794		45,796		22,794		68,590
U.K.		7			198,265		-		126,289		198,265		126,289		324,554
Subtotal Europe Markets:		31			336,623		-		388,693		336,623		388,693		725,316

Asia Markets
Japan		7			162,644		-		418,263		162,644		418,263		580,907				2022
Subtotal Asia Markets:		7			162,644		-		418,263		162,644		418,263		580,907
Total Development Portfolio		136			1,910,926		123,624		2,177,604		1,910,926		2,301,228		4,212,154

GRAND TOTAL		2,961			21,588,524		39,186,365		12,476,060		22,299,387		50,951,562		73,250,949		(8,815,724	)

Schedule III – Footnotes

Three Months Ended,

Prologis, Inc.

March 31,

June 30,

September 30,

December 31,

2017:

Rental revenues

$
439,884

$
447,960

$
416,427

$
433,568

Rental recoveries

$
127,049

$
128,417

$
114,755

$
117,081

Total revenues

$
629,155

$
766,183

$
602,874

$
619,922

Rental expenses

$
(152,656
)

$
(147,794
)

$
(128,735
)

$
(140,338
)
Operating income

$
161,886

$
275,272

$
175,491

$
158,417

Consolidated net earnings

$
220,689

$
287,980

$
913,417

$
338,873

Net earnings attributable to common stockholders

$
203,255

$
266,943

$
876,218

$
295,515

Net earnings per share attributable to common
     stockholders – Basic (1)

$
0.38

$
0.50

$
1.65

$
0.56

Net earnings per share attributable to common
     stockholders – Diluted (1) (2)

$
0.38

$
0.50

$
1.63

$
0.55

2016:

Rental revenues

$
437,104

$
426,150

$
435,868

$
435,722

Rental recoveries

$
117,012

$
119,981

$
124,409

$
124,163

Total revenues

$
606,300

$
602,155

$
704,565

$
620,115

Rental expenses

$
(146,581
)

$
(140,725
)

$
(140,514
)

$
(141,050
)
Operating income

$
129,198

$
142,348

$
232,624

$
164,208

Consolidated net earnings

$
222,805

$
295,791

$
307,242

$
466,702

Net earnings attributable to common stockholders

$
208,041

$
275,383

$
279,255

$
440,539

Net earnings per share attributable to common
     stockholders – Basic (1)

$
0.40

$
0.52

$
0.53

$
0.83

Net earnings per share attributable to common
     stockholders – Diluted (1) (2)

$
0.39

$
0.52

$
0.52

$
0.82

Prologis, L.P.

2017:

Rental revenues

$
439,884

$
447,960

$
416,427

$
433,568

Rental recoveries

$
127,049

$
128,417

$
114,755

$
117,081

Total revenues

$
629,155

$
766,183

$
602,874

$
619,922

Rental expenses

$
(152,656
)

$
(147,794
)

$
(128,735
)

$
(140,338
)
Operating income

$
161,886

$
275,272

$
175,491

$
158,417

Consolidated net earnings

$
220,689

$
287,980

$
913,417

$
338,873

Net earnings attributable to common unitholders

$
208,878

$
274,320

$
900,331

$
303,416

Net earnings per unit attributable to common unitholders –
     Basic (1)

$
0.38

$
0.50

$
1.65

$
0.56

Net earnings per unit attributable to common unitholders –
     Diluted (1) (2)

$
0.38

$
0.50

$
1.63

$
0.55

2016:

Rental revenues

$
437,104

$
426,150

$
435,868

$
435,722

Rental recoveries

$
117,012

$
119,981

$
124,409

$
124,163

Total revenues

$
606,300

$
602,155

$
704,565

$
620,115

Rental expenses

$
(146,581
)

$
(140,725
)

$
(140,514
)

$
(141,050
)
Operating income

$
129,198

$
142,348

$
232,624

$
164,208

Consolidated net earnings

$
222,805

$
295,791

$
307,242

$
466,702

Net earnings attributable to common unitholders

$
214,275

$
283,699

$
286,943

$
452,602

Net earnings per unit attributable to common unitholders –
     Basic (1)

$
0.40

$
0.52

$
0.53

$
0.83

Net earnings per unit attributable to common unitholders –
     Diluted (1) (2)

$
0.39

$
0.52

$
0.52

$
0.82

~~(1)~~

Quarterly earnings per common share or unit amounts may not total to the annual amounts due to rounding and the changes in the number of weighted average common shares or units outstanding included in the calculation of basic and diluted shares or units.

~~(2)~~

Income allocated to the exchangeable OP units not held by the Parent has been included in the numerator and exchangeable OP units have been included in the denominator for the purpose of computing diluted earnings per share for all periods since the per share and unit is the same.

~~PROLOGIS, INC. AND PROLOGIS, L.P.~~

~~SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION~~

~~DECEMBER 31, 2017~~

~~(In thousands of U.S. dollars, as applicable)~~

Initial Cost to
Prologis

Costs
Capitalized

Gross Amounts at Which Carried
at December 31, 2017

Description

No. of Bldgs.

Encum-
brances

Land

Building &
Improvements

Subsequent
to
Acquisition

Land

Building &
Improvements

Total
(a,b)

Accumulated
Depreciation
(c)

Date of
Construction/
Acquisition
Operating Properties (d)

United States Markets

Atlanta, Georgia

Atlanta NE Distribution Center

14

(d)

14,559

41,096

38,852

15,165

79,342

94,507

(37,280
)

1995, 1996, 1997, 2012, 2015
Atlanta South Business Park

11

9,153

40,834

6,159

9,153

46,993

56,146

(12,197
)

2011, 2015
Atlanta West Distribution Center

4

(d)

12,311

38,291

7,719

12,311

46,010

58,321

(8,818
)

2006, 2015
Berkeley Lake Distribution Center

1

(d)

2,046

8,712

1,274

2,046

9,986

12,032

(3,009
)

2006
Buford Distribution Center

2

2,659

8,847

6,302

2,659

15,149

17,808

(2,734
)

2007, 2015
Cobb Place Distribution Center

2

2,970

12,702

2,008

2,970

14,710

17,680

(3,135
)

2012
Douglas Hill Distribution Center

4

11,599

46,826

5,169

11,677

51,917

63,594

(21,357
)

2005
Hartsfield East Distribution Center

2

1,883

9,325

1,307

1,883

10,632

12,515

(2,517
)

2011
Midland Distribution Center

1

1,919

7,679

1,636

1,919

9,315

11,234

(3,580
)

2006
Northmont Industrial Center

1

566

3,209

1,786

566

4,995

5,561

(3,798
)

1994
Park I-75 South

3

(d)

21,261

18,808

74,549

21,460

93,158

114,618

(7,627
)

2013, 2015, 2017
Park I-85

4

6,391

11,585

26,541

6,390

38,127

44,517

(2,978
)

2015
Peachtree Corners Business Center

5

(d)

1,413

4,992

6,645

1,501

11,549

13,050

(7,851
)

1994, 1997
Riverside Distribution Center (ATL)

3

2,533

13,336

4,578

2,556

17,891

20,447

(11,588
)

1999
Royal 85 Industrial Center

3

3,306

16,859

840

3,306

17,699

21,005

(1,771
)

2015
Savannah Logistics Center

2

(d)

5,114

46,844

607

5,114

47,451

52,565

(4,034
)

2015
Suwanee Creek Distribution Center

4

8,409

40,216

2,192

8,409

42,408

50,817

(6,893
)

2006, 2010, 2013, 2015
Tradeport Distribution Center

3

(d)

1,464

4,563

9,926

1,479

14,474

15,953

(9,544
)

1994, 1996
Westfork Industrial Center

3

6,216

19,382

2,476

6,216

21,858

28,074

(2,124
)

2015
Atlanta, Georgia

72

115,772

394,106

200,566

116,780

593,664

710,444

(152,835
)

Austin, Texas

MET PHASE 1 95 LTD

5

9,893

37,667

1,862

9,893

39,529

49,422

(9,460
)

2011
Montopolis Distribution Center

1

580

3,384

2,687

580

6,071

6,651

(5,118
)

1994
Riverside Distribution Center (AUS)

1

1,849

7,195

202

1,849

7,397

9,246

(714
)

2015
Walnut Creek Corporate Center

3

461

4,089

613

515

4,648

5,163

(3,641
)

1994
Austin, Texas

10

12,783

52,335

5,364

12,837

57,645

70,482

(18,933
)

Baltimore/Washington DC

1901 Park 100 Drive

1

(d)

2,409

7,227

1,347

2,409

8,574

10,983

(3,654
)

2006
Airport Commons Distribution Center

2

(d)

2,320

-

10,777

2,360

10,737

13,097

(5,891
)

1997
Beltway Distribution

1

9,211

33,922

937

9,211

34,859

44,070

(8,248
)

2011
BWI Cargo Center E

1

-

10,725

115

-

10,840

10,840

(8,458
)

2011
Corridor Industrial

10

18,600

66,872

7,514

18,600

74,386

92,986

(18,921
)

2011
Gateway Business Center

14

(d)

20,440

33,927

33,687

21,161

66,893

88,054

(21,209
)

1995, 1998, 2012, 2014
Meadowridge Distribution Center

6

(d)

9,098

31,191

12,897

9,243

43,943

53,186

(12,207
)

1998, 2011, 2012
White Marsh Distribution Center

1

4,714

6,955

2,090

4,714

9,045

13,759

(502
)

2015
Baltimore/Washington DC

36

66,792

190,819

69,364

67,698

259,277

326,975

(79,090
)

Central & Eastern, Pennsylvania

Carlisle Distribution Center

10

94,504

350,096

50,800

95,016

400,384

495,400

(57,041
)

2011, 2012, 2013, 2015
Chambersburg Distribution Center

1

4,188

17,796

1,280

4,188

19,076

23,264

(2,964
)

2013
Harrisburg Distribution Center

5

21,950

96,007

4,405

21,950

100,412

122,362

(20,688
)

2004
Harrisburg Industrial Center

1

782

6,190

1,837

782

8,027

8,809

(4,047
)

202
Lehigh Valley Distribution Center

8

41,135

104,794

54,069

41,741

158,257

199,998

(27,298
)

2004, 2010, 2011, 2013, 2015
Park 33 Distribution Center

1

13,411

-

41,585

15,698

39,298

54,996

(9,504
)

2007
PHL Cargo Center C2

1

-

11,966

93

-

12,059

12,059

(7,939
)

2011
Central & Eastern, Pennsylvania

27

175,970

586,849

154,069

179,375

737,513

916,888

(129,481
)

Central Valley, California

Arch Road Logistics Center

2

(d)

9,492

38,060

2,471

9,492

40,531

50,023

(10,255
)

2010
Central Valley Industrial Center

2

(d)

8,812

33,525

6,640

9,159

39,818

48,977

(21,050
)

1999, 2005
Manteca Distribution Center

1

9,280

27,840

2,695

9,480

30,335

39,815

(11,709
)

2005
Patterson Pass Business Center

5

15,475

19,547

106,788

18,598

123,212

141,810

(10,420
)

2007, 2012, 2015, 2016, 2017
Tracy II Distribution Center

8

30,630

54,918

162,882

36,090

212,340

248,430

(49,787
)

2002, 2007, 2009, 2011, 2012, 2013
Central Valley, California

18

73,689

173,890

281,476

82,819

446,236

529,055

(103,221
)

Charlotte, North Carolina

Charlotte Distribution Center

9

(d)

4,578

-

30,929

6,096

29,411

35,507

(18,353
)

1995, 1996, 1997, 1998
Northpark Distribution Center

2

(d)

1,183

6,707

3,716

1,184

10,422

11,606

(7,291
)

1994, 1998
West Pointe Business Center

5

(d)

9,441

26,182

21,627

10,185

47,065

57,250

(9,031
)

2006, 2012, 2014, 2015
Charlotte, North Carolina

16

15,202

32,889

56,272

17,465

86,898

104,363

(34,675
)

Chicago, Illinois

Addison Distribution Center

3

3,887

14,687

3,509

3,887

18,196

22,083

(5,627
)

1997, 2011, 2015
Arlington Heights Distribution Center

1

4,432

7,035

1,138

4,432

8,173

12,605

(669
)

2015

~~PROLOGIS, INC. AND PROLOGIS, L.P.~~

~~SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION~~

~~DECEMBER 31, 2017~~

~~(In thousands of U.S. dollars, as applicable)~~

Initial Cost to
Prologis

Costs
Capitalized

Gross Amounts at Which Carried
at December 31, 2017

Description

No. of Bldgs.

Encum-
brances

Land

Building &
Improvements

Subsequent
to
Acquisition

Land

Building &
Improvements

Total
(a,b)

Accumulated
Depreciation
(c)

Date of
Construction/
Acquisition
Aurora Distribution Center

6

9,921

53,571

2,666

9,921

56,237

66,158

(6,104
)

2015
Bensenville Industrial Park

14

43,455

111,007

12,352

43,455

123,359

166,814

(30,362
)

2011, 2015
Chicago Industrial Portfolio

1

1,330

2,876

434

1,330

3,310

4,640

(1,120
)

2011
Des Plaines Distribution Center

4

10,118

22,262

2,141

10,118

24,403

34,521

(6,646
)

1996, 2011, 2015
Elk Grove Distribution Center

11

(d)

33,947

70,193

36,556

33,947

106,749

140,696

(43,818
)

1995, 1997, 1999, 2006, 2009, 2015
Elk Grove Du Page

21

14,830

64,408

15,984

14,830

80,392

95,222

(23,121
)

2012
Elk Grove Village SG

2

1,081

2,007

593

1,081

2,600

3,681

(817
)

2011
Elmhurst Distribution Center

1

1,862

3,263

525

1,862

3,788

5,650

(366
)

2015
Franklin Park Distribution Center

3

22,998

49,906

1,896

22,998

51,802

74,800

(4,093
)

2015
Glendale Heights Distribution Center

4

5,826

23,990

13,419

6,047

37,188

43,235

(7,330
)

1999, 2015, 2016
Gurnee Distribution Center

1

1,961

3,654

116

1,961

3,770

5,731

(465
)

2015
I-55 Distribution Center

19

(d)

69,397

273,462

80,014

75,799

347,074

422,873

(101,004
)

1999, 2005, 2006, 2007, 2011, 2015
Itasca Industrial Portfolio

9

9,273

19,686

2,211

9,273

21,897

31,170

(6,836
)

2011
Kehoe Industrial

2

2,975

7,876

556

2,975

8,432

11,407

(1,322
)

2011, 2015
Kenosha Distribution Center

2

14,484

117,728

778

14,484

118,506

132,990

(8,227
)

2015
McCook Distribution Center

1

1,968

6,784

282

1,968

7,066

9,034

(545
)

2015
Melrose Park Distribution Center

2

9,544

27,851

550

9,544

28,401

37,945

(2,284
)

2015
Minooka Distribution Center

2

12,240

41,745

17,968

13,223

58,730

71,953

(23,104
)

2005, 2008
NDP - Chicago

1

461

1,362

108

461

1,470

1,931

(353
)

2011
Northbrook Distribution Center

1

2,056

8,227

4,033

2,056

12,260

14,316

(4,290
)

2007
Northlake Distribution Center

1

5,015

13,569

978

5,015

14,547

19,562

(1,254
)

2015
Palatine Distribution Center

1

497

2,723

496

497

3,219

3,716

(332
)

2015
Pleasant Prairie Distribution Center

2

3,293

16,321

3,762

3,293

20,083

23,376

(8,107
)

1999, 2015
S.C. Johnson & Son

1

2,267

15,911

1,842

3,152

16,868

20,020

(4,884
)

2008
Shiller Park Distribution Center

17

17,339

33,001

4,893

17,339

37,894

55,233

(4,085
)

2015
Tower Distribution Center

1

2,050

1,279

76

2,050

1,355

3,405

(102
)

2015
Waukegan Distribution Center

1

2,451

9,438

807

2,451

10,245

12,696

(3,603
)

2007
Woodale Distribution Center

1

263

1,490

599

263

2,089

2,352

(1,524
)

1997
Woodridge Distribution Center

17

(d)

55,010

230,533

39,757

58,383

266,917

325,300

(94,312
)

2005, 2007, 2015, 2016
Yohan Industrial

3

4,219

12,306

2,123

4,219

14,429

18,648

(3,564
)

2011
Chicago, Illinois

156

370,450

1,270,151

253,162

382,314

1,511,449

1,893,763

(400,270
)

Cincinnati, Ohio

Airpark Distribution Center

2

(d)

2,958

9,894

15,828

3,938

24,742

28,680

(10,356
)

1996, 2012
DAY Cargo Center

5

-

4,749

711

-

5,460

5,460

(2,851
)

2011
Gateway International Distribution Center

1

2,676

-

18,541

2,698

18,519

21,217

(1,014
)

2015
Park I-275

2

(d)

7,109

26,097

3,930

7,109

30,027

37,136

(7,397
)

2008, 2012
Sharonville Distribution Center

2

(d)

1,202

-

16,045

2,424

14,823

17,247

(8,085
)

1997
West Chester Commerce Park I

2

1,939

8,224

2,432

1,939

10,656

12,595

(2,694
)

2012
Cincinnati, Ohio

14

15,884

48,964

57,487

18,108

104,227

122,335

(32,397
)

Columbus, Ohio

Alum Creek Distribution Center

3

3,945

33,239

482

3,945

33,721

37,666

(3,013
)

2015
Brookham Distribution Center

4

(d)

9,307

39,040

8,909

9,308

47,948

57,256

(23,968
)

1999, 2005
Capital Park South Distribution Center

7

(d)

8,484

30,385

33,368

8,876

63,361

72,237

(25,769
)

1996, 2012
International Street Commerce Center

2

1,503

6,356

886

1,503

7,242

8,745

(1,612
)

2012
Westpointe Distribution Center

2

1,446

7,601

1,811

1,446

9,412

10,858

(4,684
)

2007
Columbus, Ohio

18

24,685

116,621

45,456

25,078

161,684

186,762

(59,046
)

Dallas/Fort Worth, Texas

Arlington Corporate Center

2

(d)

6,084

28,420

962

6,084

29,382

35,466

(5,912
)

2012, 2015
Dallas Corporate Center

24

(d)

23,912

48,079

84,030

26,417

129,604

156,021

(41,745
)

1996, 1997, 1998, 1999, 2001,
2006, 2011, 2012, 2015, 2016
DFW Cargo Center 1

2

-

63,032

1,600

-

64,632

64,632

(16,496
)

2011
DFW Logistics Center 6

1

2,010

8,153

759

2,010

8,912

10,922

(691
)

2015
Flower Mound Distribution Center

1

(d)

5,157

20,991

4,825

5,157

25,816

30,973

(9,199
)

2007
Frankford Trade Center

5

(d)

7,618

31,304

2,390

7,618

33,694

41,312

(4,812
)

1999, 2015
Freeport Distribution Center

10

(d)

10,890

63,497

16,616

10,844

80,159

91,003

(25,402
)

1996, 1997, 1998, 2011, 2012, 2014
Gold Spike Distribution Center

1

3,629

-

21,167

3,629

21,167

24,796

(798
)

2015
Great Southwest Distribution Center

21

(d)

42,328

181,859

27,697

42,328

209,556

251,884

(75,063
)

1995, 1996, 1997, 1999, 2000, 2005, 2012, 2015
Heritage Business Park

9

(d)

20,153

93,145

31,467

20,142

124,623

144,765

(8,920
)

2015
Mesquite Distribution Center

1

3,692

15,473

930

3,692

16,403

20,095

(3,489
)

2012
Mountain Creek

2

13,181

-

63,365

13,217

63,329

76,546

(3,419
)

2015, 2016
Northgate Distribution Center

8

(d)

10,411

51,454

9,575

10,898

60,542

71,440

(24,736
)

1999, 2005, 2008, 2012
Park 121 Distribution Center

2

9,061

-

23,608

9,886

22,783

32,669

(692
)

2016, 2017
Pinnacle Park Distribution Center

1

2,396

7,839

2,852

2,396

10,691

13,087

(3,264
)

2011
Riverside Drive Distribution Center

1

5,107

14,919

98

5,107

15,017

20,124

(1,649
)

2015
Stemmons Industrial Center

9

1,925

12,070

7,913

1,926

19,982

21,908

(15,225
)

1994, 1995, 1996, 1999
Watersridge Distribution Center

1

1,939

11,365

103

1,939

11,468

13,407

(1,009
)

2015
Dallas/Fort Worth, Texas

101

169,493

651,600

299,957

173,290

947,760

1,121,050

(242,521
)

~~PROLOGIS, INC. AND PROLOGIS, L.P.~~

~~SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION~~

~~DECEMBER 31, 2017~~

~~(In thousands of U.S. dollars, as applicable)~~

Initial Cost to
Prologis

Costs
Capitalized

Gross Amounts at Which Carried
at December 31, 2017

Description

No. of Bldgs.

Encum-
brances

Land

Building &
Improvements

Subsequent
to
Acquisition

Land

Building &
Improvements

Total
(a,b)

Accumulated
Depreciation
(c)

Date of
Construction/
Acquisition
Denver, Colorado

Pagosa Distribution Center

1

(d)

398

2,322

2,034

398

4,356

4,754

(3,452
)

1993
Stapleton Business Center

22

49,980

158,826

70,756

48,328

231,234

279,562

(81,229
)

1993, 1994, 1995, 2005, 2012, 2014, 2015, 2016
Denver, Colorado

23

50,378

161,148

72,790

48,726

235,590

284,316

(84,681
)

Houston, Texas

Blalock Distribution Center

3

(d)

5,032

21,983

3,348

5,031

25,332

30,363

(7,844
)

2002, 2012
Greens Parkway Distribution Center

1

1,246

-

15,086

1,246

15,086

16,332

(277
)

2016
IAH Cargo Center 1

1

-

13,267

546

-

13,813

13,813

(2,310
)

2012
Northpark Distribution Center

11

(d)

13,911

32,728

37,451

13,911

70,179

84,090

(13,168
)

2006, 2008, 2012, 2013, 2014
Pine Forest Business Center

9

2,665

14,132

9,872

2,665

24,004

26,669

(17,980
)

1993, 1995
Pine North Distribution Center

2

847

4,800

2,122

847

6,922

7,769

(4,230
)

1999
Pinemont Distribution Center

2

642

3,636

1,210

642

4,846

5,488

(3,167
)

1999
Post Oak Distribution Center

16

3,855

20,414

17,806

3,856

38,219

42,075

(29,874
)

1993, 1994, 1996
Satsuma Station Distribution Center

1

3,088

22,389

206

3,088

22,595

25,683

(1,646
)

2015
South Loop Distribution Center

2

418

1,943

2,469

418

4,412

4,830

(3,302
)

1994
West by Northwest Industrial Center

15

22,789

102,075

15,435

22,857

117,442

140,299

(31,402
)

1993, 1994, 1999, 2001, 2012, 2015
White Street Distribution Center

1

469

2,656

2,544

469

5,200

5,669

(4,038
)

1995
Wingfoot Distribution Center

2

1,976

8,606

3,555

1,976

12,161

14,137

(2,737
)

2012, 2013
World Houston Distribution Center

1

1,529

6,326

91

1,529

6,417

7,946

(1,187
)

2012
Houston, Texas

67

58,467

254,955

111,741

58,535

366,628

425,163

(123,162
)

Indianapolis, Indiana

Eastside Distribution Center

1

228

1,187

2,267

299

3,383

3,682

(2,383
)

1995
North by Northeast Corporate Center

1

1,058

-

9,030

1,059

9,029

10,088

(5,800
)

1995
Park 100 Industrial Center

16

(d)

9,360

38,402

25,252

9,360

63,654

73,014

(30,831
)

1995, 2012
Indianapolis, Indiana

18

10,646

39,589

36,549

10,718

76,066

86,784

(39,014
)

Jacksonville, Florida

JAX Cargo Center

1

-

2,892

211

-

3,103

3,103

(1,684
)

2011
Jacksonville, Florida

1

-

2,892

211

-

3,103

3,103

(1,684
)

Kansas City, Kansas

MCI Cargo Center 1

2

-

14,411

91

-

14,502

14,502

(7,069
)

2011
Kansas City, Kansas

2

-

14,411

91

-

14,502

14,502

(7,069
)

Las Vegas, Nevada

Ann Rd-N Sloan LN Distribution Center

1

3,609

-

26,207

4,616

25,200

29,816

(418
)

2017
Arrowhead Commerce Center

15

(d)

30,075

82,214

3,998

30,075

86,212

116,287

(7,229
)

2015
Las Vegas Beltway Distribution Center

1

7,321

-

10,791

7,956

10,156

18,112

-

2016
Montessouri Distribution Center

1

1,039

2,967

24

1,039

2,991

4,030

(277
)

2015
North 15 Freeway Distribution Center

18

51,474

122,643

81,426

44,437

211,106

255,543

(21,343
)

2011, 2013, 2014, 2015, 2016, 2017
Pama Distribution Center

1

(d)

2,223

5,695

78

2,223

5,773

7,996

(467
)

2015
Valley View Distribution Center

1

2,420

258

-

2,420

258

2,678

(258
)

2015
Warm Springs Distribution Center

6

(d)

8,897

39,055

806

8,897

39,861

48,758

(3,427
)

2015
West One Business Center

5

4,431

17,611

6,178

4,431

23,789

28,220

(14,641
)

1996, 2015
Las Vegas, Nevada

49

111,489

270,443

129,508

106,094

405,346

511,440

(48,060
)

Louisville, Kentucky

Cedar Grove Distribution Center

5

20,697

105,257

4,917

20,696

110,175

130,871

(21,090
)

2005, 2008, 2012, 2015
Commerce Crossings Distribution Center

1

1,912

7,649

404

1,912

8,053

9,965

(3,306
)

2005
I-65 Meyer Distribution Center

3

9,557

32,334

26,329

9,864

58,356

68,220

(13,725
)

2006, 2012, 2015
New Cut Road Distribution Center

1

2,711

11,694

1,045

2,711

12,739

15,450

(2,984
)

2012
River Ridge Distribution Center

1

8,102

69,329

400

8,102

69,729

77,831

(4,922
)

2015
Louisville, Kentucky

11

42,979

226,263

33,095

43,285

259,052

302,337

(46,027
)

Memphis, Tennessee

DeSoto Distribution Center

2

6,217

-

35,835

5,770

36,282

42,052

(10,165
)

2007, 2014
Olive Branch Distribution Center

1

6,719

31,134

2,129

6,719

33,263

39,982

(7,997
)

2012
Memphis, Tennessee

3

12,936

31,134

37,964

12,489

69,545

82,034

(18,162
)

Nashville, Tennessee

CentrePointe Distribution Center

6

(d)

10,302

28,492

21,336

11,795

48,335

60,130

(7,277
)

1999, 2012, 2013, 2016
Elam Farms Park

1

2,097

8,386

1,940

2,097

10,326

12,423

(2,375
)

2013
I-40 Industrial Center

4

3,075

15,333

5,683

3,075

21,016

24,091

(10,213
)

1995, 1996, 1999,2012
Southpark Distribution Center

4

(d)

11,834

47,335

1,771

11,834

49,106

60,940

(6,795
)

2013
Nashville, Tennessee

15

27,308

99,546

30,730

28,801

128,783

157,584

(26,660
)

~~PROLOGIS, INC. AND PROLOGIS, L.P.~~

~~SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION~~

~~DECEMBER 31, 2017~~

~~(In thousands of U.S. dollars, as applicable)~~

Initial Cost to
Prologis

Costs
Capitalized

Gross Amounts at Which Carried
at December 31, 2017

Description

No. of Bldgs.

Encum-
brances

Land

Building &
Improvements

Subsequent
to
Acquisition

Land

Building &
Improvements

Total
(a,b)

Accumulated
Depreciation
(c)

Date of
Construction/
Acquisition
New Jersey/New York

Carteret Distribution Center

3

39,148

109,124

939

39,148

110,063

149,211

(10,093
)

2015
CenterPoint Distribution Center

2

7,227

20,899

3,337

7,227

24,236

31,463

(6,981
)

2011, 2012
Cranbury Business Park

6

(d)

25,712

97,351

12,767

25,712

110,118

135,830

(31,184
)

2005, 2012
Docks Corner SG (Phase II)

1

16,232

19,264

9,378

16,232

28,642

44,874

(11,955
)

2011
Edison Distribution Center

7

(d)

34,006

71,431

20,531

34,006

91,962

125,968

(23,497
)

1996, 1997, 2015
Exit 10 Distribution Center

9

(d)

85,713

171,031

51,732

89,747

218,729

308,476

(63,230
)

2005, 2015, 2016
Exit 7 Distribution Center

2

35,728

117,157

836

35,728

117,993

153,721

(8,269
)

2015
Interstate Distribution Center

3

30,188

76,705

1,029

30,188

77,734

107,922

(5,897
)

2015
JFK Cargo Center 75_77

2

-

35,916

5,881

-

41,797

41,797

(22,433
)

2011
Liberty Logistics Center

1

3,273

24,029

841

3,273

24,870

28,143

(4,425
)

2011
Linden Industrial

1

(d)

17,332

24,264

2,084

17,332

26,348

43,680

(1,682
)

2015
Lister Distribution Center

1

16,855

21,802

3,251

16,855

25,053

41,908

(1,413
)

2015
Maspeth Distribution Center

1

(d)

23,784

10,849

278

23,784

11,127

34,911

(668
)

2015
Meadowland Distribution Center

33

(d)

45,277

204,583

23,090

45,277

227,673

272,950

(78,690
)

1998, 2005, 2010, 2011
Meadowland Industrial Center

3

(d)

10,657

27,868

14,730

10,657

42,598

53,255

(17,618
)

1996, 2011, 2015
Meadowlands ALFII

1

1,790

8,778

1,937

1,790

10,715

12,505

(2,617
)

2011
Newwark Airport I and II

5

(d)

28,622

43,516

20,071

28,842

63,367

92,209

(9,810
)

2011, 2012, 2015
Perth Amboy Corporate Park

2

(d)

54,701

66,534

4,461

54,701

70,995

125,696

(4,687
)

2015
Port Reading Business Park

9

(d)

186,928

219,716

121,307

176,811

351,140

527,951

(34,659
)

2005, 2014, 2015
Ports Jersey City Distribution Center

1

34,133

-

61,025

34,435

60,723

95,158

(6,427
)

2014
Secaucus Distribution Center

2

(d)

9,603

-

26,930

9,603

26,930

36,533

(4,025
)

2012
Skyland Crossdock

1

-

9,831

1,318

-

11,149

11,149

(3,616
)

2011
South Jersey Distribution Center

1

6,912

17,437

216

6,912

17,653

24,565

(3,015
)

2013
Teterboro Meadowlands 15

2

18,169

34,604

226

18,169

34,830

52,999

(7,171
)

2011, 2015
New Jersey/New York

99

731,990

1,432,689

388,195

726,429

1,826,445

2,552,874

(364,062
)

Orlando, Florida

Beltway Commerce Center

4

18,835

25,526

15,384

18,840

40,905

59,745

(8,704
)

2008, 2015
Consulate Distribution Center

3

4,148

23,617

5,136

4,148

28,753

32,901

(16,531
)

1999
Crowne Pointe Park

1

3,888

7,497

1,846

3,888

9,343

13,231

(718
)

2015
Davenport Distribution Center

1

934

3,991

205

934

4,196

5,130

(928
)

2012
Orlando Airport Park

1

5,259

-

17,071

5,750

16,580

22,330

(458
)

2016
Orlando Central Park

14

12,327

58,861

11,502

12,327

70,363

82,690

(22,978
)

1994, 2011, 2012
Orlando, Florida

24

45,391

119,492

51,144

45,887

170,140

216,027

(50,317
)

Phoenix, Arizona

24th Street Industrial Center

2

503

2,852

2,388

561

5,182

5,743

(3,940
)

1994
Alameda Distribution Center

3

5,145

19,451

4,232

5,145

23,683

28,828

(10,433
)

2005
Hohokam 10 Business Center

1

1,317

7,468

1,744

1,318

9,211

10,529

(5,745
)

1999
Kyrene Commons Distribution Center

3

1,093

5,475

3,110

1,093

8,585

9,678

(5,903
)

1992, 1998, 1999
Papago Distribution Center

3

4,828

20,017

5,613

4,829

25,629

30,458

(12,836
)

1994, 2005
Phoenix Distribution Center

1

1,441

5,578

1,215

1,441

6,793

8,234

(1,285
)

2012
Watkins Street Distribution Center

2

925

4,110

2,025

925

6,135

7,060

(3,022
)

1995, 2005
Riverside Distribution Center (PHX)

2

3,729

-

33,039

3,818

32,950

36,768

(175
)

2017
Sky Harbor Distribution Center

3

-

14,023

3,353

-

17,376

17,376

(878
)

2016
Phoenix, Arizona

20

18,981

78,974

56,719

19,130

135,544

154,674

(44,217
)

Portland, Oregon

Clackamas Distribution Center

1

(d)

1,540

6,420

841

1,540

7,261

8,801

(1,417
)

2012
PDX Cargo Center Airtrans

2

-

13,697

246

-

13,943

13,943

(5,059
)

2011
PDX Corporate Center North Phase II

1

(d)(e)

5,051

9,895

1,856

5,051

11,751

16,802

(3,450
)

2008
Portland Northwest Corporate Park

10

13,666

40,999

3,078

13,666

44,077

57,743

(3,942
)

2015
Southshore Corporate Center

2

(d)

5,941

13,915

11,156

4,604

26,408

31,012

(6,138
)

2006, 2015
Portland, Oregon

16

26,198

84,926

17,177

24,861

103,440

128,301

(20,006
)

Reno, Nevada

Damonte Ranch Distribution Center

2

7,056

29,742

1,144

7,056

30,886

37,942

(6,843
)

2012
Golden Valley Distribution Center

1

940

13,686

4,317

2,415

16,528

18,943

(6,450
)

2005
Reno Aircenter

1

544

12,292

1,726

544

14,018

14,562

(925
)

2015
RNO Cargo Center 10_11

2

-

4,265

430

-

4,695

4,695

(1,976
)

2011
Sage Point Business Park

1

1,705

6,821

457

1,705

7,278

8,983

(643
)

2015
Stead Distribution Center

1

(d)

1,046

19,330

1,036

1,046

20,366

21,412

(1,541
)

2015
Tahoe-Reno Industrial Center

3

6,705

30,381

60,239

6,704

90,621

97,325

(11,116
)

2007, 2015
Vista Industrial Park

6

(d)

5,923

26,807

12,576

5,923

39,383

45,306

(22,137
)

1994, 2001
Reno, Nevada

17

23,919

143,324

81,925

25,393

223,775

249,168

(51,631
)

San Antonio, Texas

Director Drive Distribution Center

2

1,271

5,455

389

1,271

5,844

7,115

(1,547
)

2012
Interchange East Distribution Center

2

3,670

6,535

15,424

3,892

21,737

25,629

(2,967
)

2012, 2016

~~PROLOGIS, INC. AND PROLOGIS, L.P.~~

~~SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION~~

~~DECEMBER 31, 2017~~

~~(In thousands of U.S. dollars, as applicable)~~

Initial Cost to
Prologis

Costs
Capitalized

Gross Amounts at Which Carried
at December 31, 2017

Description

No. of Bldgs.

Encum-
brances

Land

Building &
Improvements

Subsequent
to
Acquisition

Land

Building &
Improvements

Total
(a,b)

Accumulated
Depreciation
(c)

Date of
Construction/
Acquisition
Perrin Creek Corporate Center

2

5,454

22,689

336

5,454

23,025

28,479

(4,838
)

2012
San Antonio Distribution Center II

3

885

-

8,054

885

8,054

8,939

(5,137
)

1994
San Antonio Distribution Center III

9

11,272

48,406

10,663

11,272

59,069

70,341

(20,707
)

2002, 2006, 2012
Tri-County Distribution Center

2

(d)

3,183

12,743

2,128

3,184

14,870

18,054

(5,117
)

2007
San Antonio, Texas

20

25,735

95,828

36,994

25,958

132,599

158,557

(40,313
)

San Francisco Bay Area, California

Alvarado Business Center

12

23,417

77,354

10,262

23,417

87,616

111,033

(35,979
)

1993, 2005, 2011
Bayshore Distribution Center

1

6,450

15,049

2,696

6,450

17,745

24,195

(5,622
)

2011
Bayside Corporate Center

39

23,512

69,694

66,208

23,519

135,895

159,414

(93,373
)

1993, 1995, 1996
Cypress

1

1,065

5,103

568

1,065

5,671

6,736

(1,507
)

2011
Dublin Industrial Portfolio

1

3,241

15,951

1,071

3,241

17,022

20,263

(3,986
)

2011
East Grand Airfreight

14

95,668

152,959

15,226

101,416

162,437

263,853

(20,866
)

2011, 2015, 2016, 2017
Hayward Industrial Center

28

(d)

33,471

85,438

39,524

33,756

124,677

158,433

(56,918
)

1993, 2011, 2015, 2016
Junction Industrial Park

27

(d)

58,271

218,227

16,897

58,271

235,124

293,395

(55,505
)

2011, 2015
Livermore Distribution Center

4

8,992

26,976

4,465

8,992

31,441

40,433

(13,212
)

2005
Martin-Scott Industrial Port

2

3,546

9,717

498

3,546

10,215

13,761

(2,911
)

2011
Oakland Industrial Center

4

14,864

55,857

6,560

14,865

62,416

77,281

(22,025
)

2005, 2011
Overlook Distribution Center

1

1,573

8,915

2,622

1,573

11,537

13,110

(6,565
)

1999
Pacific Industrial Center

15

75,252

168,937

50,897

75,920

219,166

295,086

(73,641
)

2005, 2011, 2016
San Francisco Industrial Park

5

57,663

16,692

555

57,663

17,247

74,910

(5,287
)

2015, 2017
San Leandro Distribution Center

11

35,123

79,343

10,473

35,123

89,816

124,939

(24,651
)

1993, 2011, 2015
South Bay Lundy

2

6,500

33,642

2,846

6,500

36,488

42,988

(9,311
)

2011
Thornton Business Center

4

2,047

11,706

4,988

2,066

16,675

18,741

(12,724
)

1993
Yosemite Drive

10

31,304

65,674

295

31,304

65,969

97,273

(6,273
)

2011, 2015
San Francisco Bay Area, California

181

481,959

1,117,234

236,651

488,687

1,347,157

1,835,844

(450,356
)

Savannah, Georgia

Savannah Logistics Center

1

2,161

14,680

1,304

2,161

15,984

18,145

(3,350
)

2011
Savannah, Georgia

1

2,161

14,680

1,304

2,161

15,984

18,145

(3,350
)

Seattle, Washington

Auburn Distribution Center

1

2,608

5,742

33

2,608

5,775

8,383

(429
)

2015
Fife Distribution Center

1

3,245

-

13,943

3,588

13,600

17,188

(1,855
)

2013
Interurban Distribution Center

1

7,233

13,958

78

7,233

14,036

21,269

(2,476
)

2015
Kent Corporate Center

1

12,616

8,368

928

12,616

9,296

21,912

(939
)

2015
Kent-Northwest Corporate Park

36

(d)(e)

112,896

311,169

15,535

113,092

326,508

439,600

(60,096
)

2011, 2015
Park Tacoma Distribution Center

1

1,957

-

52,930

29,769

25,118

54,887

(252
)

2017
Portside Distribution Center

5

104,882

71,335

5,405

106,283

75,339

181,622

(14,051
)

2015, 2016
ProLogis Park SeaTac

2

(d)

12,230

14,170

3,877

12,457

17,820

30,277

(5,104
)

2008
Renton Northwest Corporate Park

4

5,102

17,946

1,702

5,102

19,648

24,750

(5,396
)

2011
SEA Cargo Center North

1

-

10,279

63

-

10,342

10,342

(10,287
)

2011
Sumner Landing

1

(e)

10,332

32,545

2,608

10,332

35,153

45,485

(6,318
)

2011
Seattle, Washington

54

273,101

485,512

97,102

303,080

552,635

855,715

(107,203
)

South Florida

Beacon Industrial Park

32

(d)

88,423

325,863

28,332

88,423

354,195

442,618

(73,917
)

2010, 2011, 2015
Beacon Lakes

8

44,745

24,691

81,091

46,217

104,310

150,527

(5,812
)

2012, 2014, 2015, 2017
CenterPort Distribution Center

8

(d)

12,281

33,464

4,854

12,400

38,199

50,599

(14,232
)

1999, 2011, 2012
Commerical Logistics Center

1

7,938

11,083

800

7,938

11,883

19,821

(1,503
)

2015
Gateway Center

1

1,015

1,284

18

1,015

1,302

2,317

(148
)

2015
Gratigny Distribution Center

5

15,132

30,141

4,096

15,387

33,982

49,369

(8,732
)

1998, 2011, 2017
Hollywood Park Distribution Center

7

8,676

19,789

895

8,676

20,684

29,360

(2,336
)

2015
Miami Airport Business Center

9

(d)

21,172

77,756

9,130

21,638

86,420

108,058

(23,156
)

1995, 2011
North Andrews Distribution Center

1

698

3,956

1,221

698

5,177

5,875

(3,339
)

1994
Pompano Beach Distribution Center

3

11,035

15,136

4,044

11,035

19,180

30,215

(4,770
)

2008
Port Lauderdale Distribution Center

5

(d)

10,572

16,960

10,414

11,881

26,065

37,946

(7,652
)

1997, 2012, 2015
Port Lucie West Distribution Center

2

1,131

1,412

150

1,131

1,562

2,693

(178
)

2015
ProLogis Park I-595

2

(d)

1,998

11,326

2,608

1,999

13,933

15,932

(6,373
)

2003
Sawgrass International Park

1

5,163

11,476

643

5,163

12,119

17,282

(991
)

2015
Seneca Distribution Center

3

16,357

46,738

973

16,357

47,711

64,068

(3,577
)

2015
South Florida

88

246,336

631,075

149,269

249,958

776,722

1,026,680

(156,716
)

Southern California

Activity Distribution Center

4

10,820

27,410

455

10,820

27,865

38,685

(2,410
)

2015
Anaheim Industrial Center

12

31,086

57,836

4,608

31,086

62,444

93,530

(25,893
)

2005
Anaheim Industrial Property

1

5,096

10,816

104

5,096

10,920

16,016

(2,534
)

2011
Arrow Industrial Park

2

4,840

8,120

1,164

4,840

9,284

14,124

(2,501
)

2012
Brea Industrial Center

1

2,488

4,062

562

2,488

4,624

7,112

(1,118
)

2012
Carson Industrial

1

844

2,081

1,145

844

3,226

4,070

(976
)

2011

~~PROLOGIS, INC. AND PROLOGIS, L.P.~~

~~SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION~~

~~DECEMBER 31, 2017~~

~~(In thousands of U.S. dollars, as applicable)~~

Initial Cost to
Prologis

Costs
Capitalized

Gross Amounts at Which Carried
at December 31, 2017

Description

No. of Bldgs.

Encum-
brances

Land

Building &
Improvements

Subsequent
to
Acquisition

Land

Building &
Improvements

Total
(a,b)

Accumulated
Depreciation
(c)

Date of
Construction/
Acquisition
Carson Town Center

2

11,781

31,572

1,545

11,781

33,117

44,898

(6,942
)

2011
Cedarpointe Industrial Park

3

26,941

49,955

1,141

26,941

51,096

78,037

(3,871
)

2015
Chatsworth Distribution Center

2

11,713

17,569

1,018

11,713

18,587

30,300

(1,883
)

2015
Chino Industrial Center

4

850

1,274

8,338

9,178

1,284

10,462

(1,279
)

2012
Commerce Business Park

27

138,325

300,150

21,738

138,325

321,888

460,213

(67,885
)

2011, 2012, 2015
Foothill Business Center

3

5,254

8,096

902

5,254

8,998

14,252

(1,765
)

2012
Huntington Beach Distribution Center

1

14,679

22,019

1,237

14,679

23,256

37,935

(1,837
)

2015
Industry Distribution Center

9

(e)

56,835

106,831

10,132

56,835

116,963

173,798

(46,161
)

2005, 2011, 2012
Inland Empire Distribution Center

46

(d)(e)

459,211

710,183

225,408

518,042

876,760

1,394,802

(247,050
)

2005, 2007, 2008, 2010, 2012, 2014, 2015
Jack Northup Distribution Center

1

4,280

9,820

327

4,280

10,147

14,427

(798
)

2015
LAX Cargo Center

3

-

19,217

398

-

19,615

19,615

(8,887
)

2011
Los Angeles Industrial Center

2

3,777

7,015

447

3,777

7,462

11,239

(3,215
)

2005
Meridian Park

2

38,270

70,022

2,044

38,270

72,066

110,336

(11,520
)

2008, 2015
Mid Counties Industrial Center

22

(d)

60,976

119,546

21,652

60,976

141,198

202,174

(54,251
)

2005, 2006, 2010, 2011, 2012
North County Distribution Center

4

75,581

101,342

10,862

75,581

112,204

187,785

(22,350
)

2011, 2012, 2015
Ontario Distribution Center

1

18,823

29,524

482

18,823

30,006

48,829

(6,462
)

2012
Orange Industrial Center

2

19,296

9,514

728

19,296

10,242

29,538

(4,233
)

2005, 2016
Pacific Business Center

5

20,810

32,169

3,463

20,810

35,632

56,442

(7,682
)

2012
Pomona Distribution Center

1

22,361

27,898

413

22,361

28,311

50,672

(4,077
)

2015
Rancho Cucamonga Distribution Center

7

(e)

61,592

117,873

6,072

61,593

123,944

185,537

(40,087
)

2005, 2012, 2015
Redlands Distribution Center

13

(d)

203,924

88,600

271,401

202,725

361,200

563,925

(48,478
)

2006, 2007, 2009, 2012, 2013, 2014, 2015, 2017
Redondo Beach Distribution Center

1

7,455

11,223

72

7,455

11,295

18,750

(1,509
)

2015
Rialto Distribution Center

4

47,054

141,700

28,425

49,432

167,747

217,179

(32,388
)

2012, 2015
Santa Ana Distribution Center

3

27,070

32,168

1,362

27,070

33,530

60,600

(5,797
)

2005, 2015
Santa Fe Distribution Center

1

12,163

9,927

84

12,163

10,011

22,174

(1,072
)

2015
South Bay Distribution Center

12

(d)

89,207

153,654

52,850

109,637

186,074

295,711

(46,625
)

2005, 2007, 2011, 2015
South Bay Industrial Center

38

(d)

215,208

316,788

22,401

215,234

339,163

554,397

(73,610
)

2007, 2011, 2012, 2015
Torrance Distribution Center

3

56,790

109,195

5,028

56,790

114,223

171,013

(26,510
)

2011, 2012
Van Nuys Airport Industrial

4

23,455

39,916

3,338

23,455

43,254

66,709

(9,841
)

2011
Vernon Distribution Center

15

27,217

47,132

8,469

30,733

52,085

82,818

(24,124
)

2005, 2011
Vista Distribution Center

1

4,150

6,225

4,162

4,150

10,387

14,537

(4,197
)

2012
Workman Mill Distribution Center

1

32,468

56,668

776

32,467

57,445

89,912

(4,096
)

2015
Southern California

264

1,852,690

2,915,110

724,753

1,945,000

3,547,553

5,492,553

(855,914
)

Subtotal United States Markets:

1,441

5,083,384

11,737,449

3,717,085

5,240,956

15,296,962

20,537,918

(3,791,073
)

Other Americas Markets

Canada

Toronto

Airport Rd. Distribution Center

1

(d)

24,094

67,783

2,522

25,182

69,217

94,399

(13,408
)

2011
Bolton Distribution Center

1

(d)

7,365

-

23,107

7,697

22,775

30,472

(4,976
)

2009
Keele Distribution Center

1

1,145

4,593

571

1,196

5,113

6,309

(1,574
)

2011
Meadowvale Distribution Center

2

(d)

33,421

-

50,347

34,045

49,723

83,768

(3,789
)

2014
Millcreek Distribution Center

2

7,972

30,324

1,114

8,331

31,079

39,410

(6,128
)

2011
Milton 401 Business Park

1

6,219

20,374

3,308

6,500

23,401

29,901

(6,107
)

2011
Milton 402 Business Park

2

(d)

10,201

34,972

2,257

10,545

36,885

47,430

(5,648
)

2011, 2014
Milton Industrial Park

5

29,164

44,212

38,639

29,974

82,041

112,015

(10,168
)

2011, 2016
Mississauga Gateway Center

9

(d)

60,175

143,380

3,461

60,773

146,243

207,016

(18,800
)

2008, 2011, 2014, 2016
Pearson Logistics Center

2

(d)

11,588

41,538

2,235

12,111

43,250

55,361

(8,410
)

2011
Tapscott Distribution Center

3

13,359

-

25,117

12,695

25,781

38,476

(800
)

2015, 2016
Toronto

29

204,703

387,176

152,678

209,049

535,508

744,557

(79,808
)

Subtotal Canada

29

204,703

387,176

152,678

209,049

535,508

744,557

(79,808
)

Mexico

Guadalajara

Parque Opcion

1

730

2,287

1,362

730

3,649

4,379

(934
)

2011
Guadalajara

1

730

2,287

1,362

730

3,649

4,379

(934
)

Mexico City

San Jose Distribution Center

1

7,061

-

9,510

7,061

9,510

16,571

-

2016, 2017
Mexico City

1

7,061

-

9,510

7,061

9,510

16,571

-

Monterrey

Agua Fria Industrial Park

1

4,912

-

22,623

5,099

22,436

27,535

(256
)

2017
Monterrey

1

4,912

-

22,623

5,099

22,436

27,535

(256
)

Subtotal Mexico

3

12,703

2,287

33,495

12,890

35,595

48,485

(1,190
)

~~PROLOGIS, INC. AND PROLOGIS, L.P.~~

~~SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION~~

~~DECEMBER 31, 2017~~

~~(In thousands of U.S. dollars, as applicable)~~

~~PROLOGIS, INC. AND PROLOGIS, L.P.~~

~~SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION~~

~~DECEMBER 31, 2017~~

~~(In thousands of U.S. dollars, as applicable)~~

~~PROLOGIS, INC. AND PROLOGIS, L.P.~~

~~SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION~~

~~DECEMBER 31, 2017~~

~~(In thousands of U.S. dollars, as applicable)~~

~~PROLOGIS, INC. AND PROLOGIS, L.P.~~

~~SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION~~

~~DECEMBER 31, 2017~~

~~(In thousands of U.S. dollars, as applicable)~~

~~Schedule III – Footnotes~~

(a)	The following table reconciles real estate assets ~~per Schedule III to the Consolidated Balance Sheet in Item 8. Financial Statements and Supplementary Data at December 31, 2017 (in thousands):~~

Total per Schedule III

$
24,178,816

Land

1,154,383

Other real estate investments

505,445

Total per consolidated balance sheet

$
25,838,644

(f)

~~(b)~~

~~The aggregate cost for federal tax purposes at December 31, 2017, of our real estate assets was approximately $20.0 billion (unaudited).~~

~~(c)~~

Real estate assets (excluding land balances) are depreciated over their estimated useful lives. These useful lives are generally 5 to 7 years for capital improvements, 10 years for standard tenant improvements, 25 years for depreciable land improvements, 30 years for operating properties acquired and 40 years for operating properties we develop.

~~The following table reconciles accumulated depreciation~~ per Schedule III to the Consolidated Balance ~~Sheet~~Sheets in Item 8. Financial Statements and Supplementary Data at December 31, ~~2017~~2022 (in thousands):

Total accumulated depreciation per Schedule III

$
3,971,501

Accumulated depreciation on other real estate investments

87,847

Total per consolidated balance sheet

$
4,059,348

~~(d)~~

Properties with an aggregate undepreciated cost of $2.5 billion secure $967.5 million of mortgage notes. See Note 9 to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data for more information related to our secured mortgage debt.

~~(e)~~

Assessment bonds of $13.5 million are secured by assessments (similar to property taxes) on various underlying real estate properties with an aggregate undepreciated cost of $741.5 million. The assessment bonds are included in unsecured other debt in Note 9

Total operating properties and development portfolio per Schedule III

$
73,250,949

(g)

Land

3,338,121

Other real estate investments ⁽ⁱ⁾

5,034,326

Total per Consolidated Balance Sheets

$
81,623,396

102

Table of Contents

Index to Item 15

(i)

Other real estate investments includes non-strategic real estate assets, primarily acquired from the Duke Transaction, that we do not intend to operate long-term at December 31, 2022.

(b)	The aggregate cost for federal tax purposes at December 31, 2022, of our real estate assets was approximately $60 billion (unaudited).

(c)

Real estate assets (excluding land balances) are depreciated over their estimated useful lives. These useful lives are generally 5 to 7 years for capital improvements, 10 years for standard tenant improvements, 15 to 25 years for depreciable land improvements, 25 to 40 years for operating properties acquired based on the age of the building and 40 years for operating properties we develop.

The following table reconciles accumulated depreciation per Schedule III to the Consolidated Balance Sheets in Item 8. Financial Statements and Supplementary Data at December 31, 2022 (in thousands):

Total accumulated depreciation per Schedule III	$	8,815,724	(g)
Accumulated depreciation on other real estate investments		220,361
Total per Consolidated Balance Sheets	$	9,036,085

(d)	Properties with an aggregate undepreciated cost of $631.3 million secure $249.3 million of mortgage notes. See Note 8 to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data for more information related to our secured mortgage debt.

(e)

Assessment bonds of $8.9 million are secured by assessments (similar to property taxes) on various underlying real estate properties with an aggregate undepreciated cost of $580.3 million. The assessment bonds are included in term loans and unsecured other debt in Note 8 to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.

(f)	Date of construction is provided for properties in the development portfolio that were completed but not yet stabilized.

(g)	The following table summarizes our real estate assets and accumulated depreciation per Schedule III for the years ended December 31 (in thousands):

~~(f)~~

2022

2021

2020

Real estate assets:

Balance at beginning of year

$
47,183,100

$
45,390,230

$
33,157,100

Acquisitions of and improvements to operating properties, development
     activity and net effect of changes in foreign exchange rates and other

25,281,173

3,351,730

13,985,898

Basis of operating properties disposed of

(445,558
)

(1,589,527
)

(1,045,128
)

Change in the development portfolio balance, including the acquisition of
     properties

1,482,814

846,729

13,345

Assets transferred to held for sale and contribution

(250,580
)

(816,062
)

(720,985
)

Balance at end year

$
73,250,949

$
47,183,100

$
45,390,230

Accumulated depreciation:

Balance at beginning of year

$
7,451,382

$
6,370,341

$
5,294,212

Depreciation expense

1,357,180

1,143,758

1,112,075

Balances retired upon disposition of operating properties and net effect of
     changes in foreign exchange rates and other

9,090

(42,483
)

(35,083
)

Assets transferred to held for sale and contribution

(1,928
)

(20,234
)

(863
)

Balance at end of year

$
8,815,724

$
7,451,382

$
6,370,341

103

Table of Contents

Index to Item 15

~~The following table summarizes our real estate assets and accumulated depreciation for the years ended December 31 (in thousands):~~

2017

2016

2015

Real estate assets:

Balance at beginning of year

$
25,375,539

$
25,608,648

$
20,109,432

Acquisitions of operating properties, improvements to operating properties
    development activity, transfers of land to CIP and net effect of changes in
          foreign exchange rates and other

2,680,484

1,883,888

7,191,335

Basis of operating properties disposed of

(3,697,798
)

(1,359,186
)

(1,719,632
)

Change in the development portfolio balance, including the acquisition of
     properties

161,408

(440,821
)

398,923

Assets transferred to held-for-sale

(340,817
)

(316,990
)

(371,410
)

Balance at end year

$
24,178,816

$
25,375,539

$
25,608,648

Accumulated depreciation:

Balance at beginning of year

$
3,679,479

$
3,207,855

$
2,748,835

Depreciation expense

614,756

668,686

617,258

Balances retired upon disposition of operating properties and net effect of
    changes in foreign exchange rates and other

(313,584
)

(195,895
)

(153,621
)

Assets transferred to held-for-sale

(9,150
)

(1,167
)

(4,617
)

Balance at end of year

$
3,971,501

$
3,679,479

$
3,207,855

Certain of the following documents are filed herewith. Certain other of the following documents that have been previously filed with the Securities and Exchange Commission and, pursuant to Rule 12b-32, are incorporated herein by reference.

2.1a

Amended and Restated Agreement and Plan of Merger, dated as of August 20, 2019, among Industrial Property Trust Inc., Prologis, L.P. and Rockies Acquisition LLC. (incorporated by reference to Exhibit 2.2 to Prologis’ Current Report From 8-K/A filed on August 23, 2019).

2.2a

Agreement and Plan of Merger, dated as of July 15, 2019, by and among Prologis, L.P., Rockies Acquisition LLC, and Industrial Property Trust Inc. (incorporated by reference to Exhibit 2.1 to Prologis’ Current Report From 8-K filed on July 15, 2019).

2.3a

Agreement and Plan of Merger, dated as of October 27, 2019, by and among the Prologis Parties and the Liberty Parties. (incorporated by reference to Exhibit 2.1 to Prologis’ Current Report form 8-K filed on October 27, 2019).

2.4a

Agreement and Plan of Merger, dated as of June 11, 2022, by and among the Prologis Parties and the DRE Parties (incorporated by reference to Exhibit 2.1 to Prologis’ Current Report on Form 8-K filed June 13, 2022).

2.5

Letter Agreement, dated as of September 16, 2022, by and among the Prologis Parties and the DRE Parties (incorporated by reference to Exhibit 2.1 to Prologis' Current Form 8-K filed on September 16,2022).

3.1

Articles of Incorporation of Prologis (incorporated by reference to Exhibit 3.1 to Prologis’ Registration Statement on Form S-11/A (No. 333-35915) filed November 4, 1997).

3.2

Articles Supplementary establishing and fixing the rights and preferences of the Series Q Cumulative Redeemable Preferred Stock of Prologis (incorporated by reference to Exhibit 3.4 to Prologis’ Registration Statement on Form 8-A filed June 2, 2011).

3.3

Articles of Merger of New Pumpkin Inc., a Maryland corporation, with and into Prologis, Inc., a Maryland corporation, changing the name of “AMB Property Corporation” to “Prologis, Inc.”, as filed with the ~~Securities~~Stated Department of Assessments and ~~Exchange Commission~~Taxation of Maryland on June 2, 2011, and ~~pursuant~~effective June 3, 2011 (incorporated by reference to ~~Rule 12b-32, are incorporated herein by reference.~~Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed June 8, 2011).

~~1.1~~		Equity Distribution Agreement, dated as of February 5, 2015, among Prologis, Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Goldman, Sachs & Co., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC. (incorporated by reference to Exhibit 1.1 to Prologis’ Current Report on Form 8-K filed February 5, 2015)
3.4		Articles of Amendment (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed May 8, 2012).
3.5		Thirteenth Amended and Restated Agreement of Limited Partnership of the Operating Partnership (incorporated by reference to Exhibit 3.6 to Prologis’ Current Report on Form 8-K filed June 8, 2011).
3.6		First Amendment to Thirteenth Amended and Restated Agreement of Limited Partnership of Prologis, L.P., dated February 27, 2014, (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on February 27, 2014).
~~3.1~~		~~Articles of Incorporation of Prologis (incorporated by reference to Exhibit 3.1 to Prologis’ Registration Statement on Form S-11 (No. 333-35915) filed September 18, 1997).~~
~~3.2~~		Articles Supplementary establishing and fixing the rights and preferences of the Series Q Cumulative Redeemable Preferred Stock of Prologis (incorporated by reference to Exhibit 3.4 to Prologis’ Registration Statement on Form 8-A filed June 2, 2011).
~~3.3~~		Articles of Merger of New Pumpkin Inc., a Maryland corporation, with and into Prologis, Inc., a Maryland corporation, changing the name of “AMB Property Corporation” to “Prologis, Inc.”, as filed with the Stated Department of Assessments and Taxation of Maryland on June 2, 2011, and effective June 3, 2011 (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed June 8, 2011).
~~3.4~~		~~Articles of Amendment (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed May 8, 2012).~~
~~3.5~~		Thirteenth Amended and Restated Agreement of Limited Partnership of the Operating Partnership (incorporated by reference to Exhibit 3.6 to Prologis’ Current Report on Form 8-K filed June 8, 2011).
~~3.6~~		First Amendment to Thirteenth Amended and Restated Agreement of Limited Partnership of Prologis, L.P., dated February 27, 2014, (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on February 27, 2014).
3.7		Second Amendment to the Thirteenth Amended and Restated Agreement of the Limited Partnership of Prologis, L.P., dated October 7, 2015 (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on October 13, 2015).
~~3.8~~		~~Amended and Restated Certificate of Limited Partnership of the Operating Partnership (incorporated by reference to Exhibit 3.7 to Prologis’ Current Report on Form 8-K filed June 8, 2011).~~
~~3.9~~		~~Articles Supplementary dated April 3, 2014, (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on April 3, 2014).~~
~~3.10~~		~~Eighth Amended and Restated Bylaws of Prologis, Inc. (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on September 23, 2016).~~
~~4.1~~		~~Form of Certificate for Common Stock of Prologis (incorporated by reference to Exhibit 4.1 to Prologis’ Registration Statement on Form S-4/A (No. 333-172741) filed April 12, 2011).~~
~~4.2~~		Form of Certificate for the Series Q Cumulative Redeemable Preferred Stock of Prologis (incorporated by reference to Exhibit 4.2 to Prologis’ Registration Statement on Form S-4/A (No. 333-172741) filed April 28, 2011).
~~4.3~~		Indenture, dated as of June 8, 2011, by and among the Operating Partnership, as issuer, Prologis, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Prologis’ Registration Statement on Form S-3 (No. 333-177112) filed September 30, 2011).
~~4.4~~		Fifth Supplemental Indenture, dated as of August 15, 2013, among Prologis, Inc., Prologis, L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed August 15, 2013).
~~4.5~~		Form of Sixth Supplemental Indenture among Prologis, Inc., Prologis, L.P., Elavon Financial Services Limited, UK Branch, Elavon Financial Services Limited and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed December 2, 2013).
~~4.6~~		Form of Seventh Supplemental Indenture among Prologis, Inc., Prologis, L.P., Elavon Financial Services Limited, UK Branch, Elavon Financial Services Limited and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed February 18, 2014).
~~4.7~~		Form of Eighth Supplemental Indenture among Prologis, Inc., Prologis, L.P., U.S. Bank National Association and Elavon Financial Services DAC, UK Branch (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report Form 8-K filed on June 6, 2017).

~~4.8~~		Indenture, dated as of June 30, 1998, by and among the Operating Partnership, Prologis and State Street Bank and Trust Company of California, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed August 10, 2006 and also incorporated by reference to Exhibit 4.1 to the Operating Partnership’s Current Report on Form 8-K filed August 10, 2006).
~~4.9~~		First Supplemental Indenture, dated as of June 30, 1998, by and among the Operating Partnership, Prologis and State Street Bank and Trust Company of California, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Prologis’ Registration Statement on Form S-11 (No. 333-49163) filed April 2, 1998).
~~4.10~~		Second Supplemental Indenture, dated as of June 30, 1998, by and among the Operating Partnership, Prologis and State Street Bank and Trust Company of California, N.A., as trustee (incorporated by reference to Exhibit 4.3 to Prologis’ Registration Statement on Form S-11 (No. 333-49163) filed April 2, 1998).
~~4.11~~		Third Supplemental Indenture, dated as of June 30, 1998, by and among the Operating Partnership, Prologis and State Street Bank and Trust Company of California, N.A., as trustee (incorporated by reference to Exhibit 4.4 to Prologis’ Registration Statement on Form S-11 (No. 333-49163) filed April 2, 1998).
~~4.12~~		Seventh Supplemental Indenture, dated as of August 10, 2006, by and among the Operating Partnership, Prologis and U.S. Bank National Association, as successor-in-interest to State Street Bank and Trust Company of California, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K filed August 10, 2006 ~~and~~ ~~also incorporated by reference to Exhibit 4.2 to the Operating Partnership’s Current Report on Form 8-K filed August 10, 2006).~~
~~4.13~~		Eighth Supplemental Indenture, dated as of November 20, 2009, by and among the Operating Partnership, Prologis and U.S. Bank National Association, as successor-in-interest to State Street Bank and Trust Company of California, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed November 20, 2009).
~~4.14~~		Ninth Supplemental Indenture, dated as of November 20, 2009, by and among the Operating Partnership, Prologis and U.S. Bank National Association, as successor-in-interest to State Street Bank and Trust Company of California, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K filed November 20, 2009).
~~4.15~~		Tenth Supplemental Indenture, dated as of August 9, 2010, by and among the Operating Partnership, Prologis and U.S. Bank National Association, as successor-in-interest to State Street Bank and Trust Company of California, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed August 9, 2010).
~~4.16~~		Eleventh Supplemental Indenture, dated as of November 12, 2010, by and among the Operating Partnership, Prologis and U.S. Bank National Association, as successor-in-interest to State Street Bank and Trust Company of California, N.A., as trustee (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed November 10, 2010).
~~4.17~~		~~4.00% Notes due 2018 and Related Guarantee (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K filed November 10, 2010).~~
~~4.18~~		~~Form of 2.750% Notes due 2019 (incorporated by reference to Exhibit 4.4 to Prologis’ Current Report on Form 8-K filed August 15, 2013).~~
~~4.19~~		~~Form of 4.250% Notes due 2023 (incorporated by reference to Exhibit 4.5 to Prologis’ Current Report on Form 8-K filed August 15, 2013).~~
~~4.20~~		~~3.350% Notes due 2021 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K filed November 1, 2013).~~
~~4.21~~		~~Form of 3.000% Notes due 2022 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K filed December 2, 2013).~~
~~4.22~~		~~Form of 3.375% Notes due 2024 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report on Form 8-K filed February 18, 2014).~~
~~4.23~~		~~Form of 3.00% Notes due 2026 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K filed on May 28, 2014).~~
~~4.24~~		~~Form of 1.375% Notes due 2020 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K filed on October 6, 2014).~~
~~4.25~~		~~Form of 1.375% Notes due 2021 (incorporated by reference to Exhibit 4.2 of Prologis’ Current Report on Form 8-K filed May 12, 2015).~~
~~4.26~~		~~Form of 3.750% Notes due 2025 (incorporated by reference to Exhibit 4.2 of Prologis’ Current Report on Form 8-K filed October 30, 2015).~~
~~4.27~~		~~Form of Floating Rate Notes due 2020 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report Form 8-K filed on January 26, 2018).~~

~~4.28~~		~~Form of 2.250% Notes due 2029 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report Form 8-K filed on June 6, 2017).~~
~~4.29~~		~~Form of Officers’ Certificate related to the 2.750% Notes due 2019 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K filed August 15, 2013).~~
~~4.30~~		~~Form of Officers’ Certificate related to the 4.250% Notes due 2023 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report on Form 8-K filed August 15, 2013).~~
~~4.31~~		~~Form of Officers’ Certificate related to the 3.350% Notes due 2021 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed November 1, 2013).~~
~~4.32~~		~~Form of Officers’ Certificate related to the 3.375% Notes due 2024 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K filed February 18, 2014).~~
~~4.33~~		~~Form of Officer’s Certificate related to the 3.00% Notes due 2026 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed on May 28, 2014).~~
~~4.34~~		~~Form of Officer’s Certificate related to 1.375% Notes due 2020 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-k filed on October 6, 2014).~~
~~4.35~~		~~Form of Officers’ Certificate related to the 1.375% Notes due 2021 (incorporated by reference to Exhibit 4.1 of Prologis’ Current Report on Form 8-K filed May 12, 2015).~~
~~4.36~~		~~Form of Officers’ Certificate related to the 3.750% Notes due 2025 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed on October 30, 2015).~~
~~4.37~~		~~Form of Officers’ Certificate related to 2.250% Notes due 2029 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report Form 8-K filed on June 6, 2017).~~
~~4.38~~		~~Form of Officers’ Certificate related to Floating Rate Notes due 2020 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report Form 8-K filed on January 26, 2018).~~

~~Other debt instruments are omitted in accordance with Item 601(b)(4)(iii)(A) of Registration S-K. Copies of such instruments will be furnished~~ to the ~~Securities~~Thirteenth Amended and ~~Exchange Commission upon request.~~

~~10.1~~		Amended and Restated Agreement of Limited Partnership of ProLogis Fraser, L.P., dated as of August 4, 2004 (incorporated by reference to Exhibit 10.1 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004)Restated Agreement of the Limited Partnership of Prologis, L.P., dated October 7, 2015 (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on October 13, 2015).
~~10.2~~		Fifteenth Amended and Restated Agreement of Limited Partnership of Prologis 2, L.P., (f/k/a AMB Property II, L.P.) dated February 19, 2010 (incorporated by reference to Exhibit 10.6 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2009).
10.3*		The Third Amended and Restated 1997 Stock Option and Incentive Plan of AMB Property Corporation and AMB Property, L.P. (incorporated by reference to Exhibit 10.22 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2001 ~~and~~ ~~also incorporated by reference to Exhibit 10.19 to the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2001).~~
10.4*		Amendment No. 1 to the Third Amended and Restated 1997 Stock Option and Incentive Plan of AMB Property Corporation and AMB Property, L.P. (incorporated by reference to Exhibit 10.23 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2001 ~~and~~ ~~also incorporated by reference to Exhibit 10.20 to the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2001).~~
10.5*		Amendment No. 2 to the Third Amended and Restated 1997 Stock Option and Incentive Plan of AMB Property Corporation and AMB Property, L.P. (incorporated by reference to Exhibit 10.5 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2004 ~~and~~ ~~also incorporated by reference to Exhibit 10.4 to the Operating Partnership’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).~~
10.6*		~~Amended and Restated 2002 Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed October 4, 2006~~ ~~and~~ ~~also incorporated by reference to Exhibit 10.2 to the Operating Partnership’s Current Report on Form 8-K filed October 4, 2006).~~
10.7*		The Amended and Restated 2002 Stock Option and Incentive Plan of AMB Property Corporation and AMB Property, L.P. (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed May 15, 2007 ~~and~~ ~~also incorporated by reference to Exhibit 10.1 to the Operating Partnership’s Current Report on Form 8-K filed May 15, 2007).~~
10.8*		~~Prologis Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed December 22, 2011).~~

10.9*		~~Prologis, Inc. 2016 Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on August 16, 2016).~~
~~10.10~~		~~Prologis, Inc. 2018 Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on January 18, 2018).~~
10.11*		~~Form of Prologis, Inc. 2016 Outperformance Plan LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed on August 16, 2016).~~
10.12*		~~Form of Participation Points and LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on February 27, 2014).~~
10.13*		~~Second Amended and Restated Prologis Promote Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on August 1, 2014).~~
10.14*		Form of Prologis, Inc. Second Amended and Restated Prologis Promote Plan LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on August 18, 2014).
10.15*		Form of Prologis, Inc. Long-Term Incentive Plan LTIP Unit Award Agreement (General) (incorporated by reference to Exhibit 10.3 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.16*		Form of Prologis, Inc. 2012 Long-Term Incentive Plan Restricted Stock Unit Agreement (LTIP Unit election) (incorporated by reference to Exhibit 10.27 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2015).
10.17*		Form of Prologis, Inc. 2012 Long-Term Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.5 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.18*		Form of Prologis, Inc. 2012 Long-Term Incentive Plan Restricted Stock Unit Agreement (Bonus exchange) (incorporated by reference to Exhibit 10.6 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.19*		~~ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Trust’s Current Report on Form 8-K filed June 2, 2006).~~
10.20*		~~First Amendment of the ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).~~
10.21*		~~Second Amendment of the ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed May 19, 2010).~~
10.22*		~~Third Amendment of the ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010).~~
10.23*		Form of Non-Qualified Share Option Award Terms; The Trust 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.25 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2009).
10.24*		Form of Restricted Share Award Terms; ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.27 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2009).
10.25*		Form of Performance Share Award Terms; ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.26 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2009).
10.26*		ProLogis 2000 Share Option Plan for Outside Trustees (as Amended and Restated Effective as of December 31, 2008) (incorporated by reference to exhibit 10.13 to ProLogis’ Form 10-K for the year ended December 31, 2008).
10.27*		~~ProLogis Trust 1997 Long-Term Incentive Plan (as Amended and Restated Effective as of September 26, 2002) (incorporated by reference to exhibit 10.1 to ProLogis’ Form 8-K dated February 19, 2003).~~
10.28*		~~First Amendment of ProLogis 1997 Long-Term Incentive Plan (incorporated by reference to exhibit 10.2 to ProLogis’ Form 8-K filed on May 19, 2010).~~
10.29*		~~ProLogis Deferred Fee Plan for Trustees (As Amended and Restated Effective as of May 14, 2010) (incorporated by reference to exhibit 10.3 to ProLogis’ Form 8-K filed on May 19, 2010).~~
10.30*		Form of Indemnification Agreement between ProLogis and certain directors and executive officers (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed June 8, 2011).
10.31*		Form of Restricted Stock Unit Agreement; Prologis, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.32*		~~Prologis, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed May 8, 2012).~~

10.33*		~~Form of Director Deferred Stock Unit Award terms (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed May 8, 2012).~~
10.34*		Form of Change of Control and Noncompetition Agreement by and between Prologis, Inc. and its executive officers (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed August 16, 2013).
10.35*		Form of Prologis, Inc. Long-Term Incentive Plan LTIP Unit Award Agreement (General form 2015) (incorporated by reference to Exhibit 10.57 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).
10.36*		Form of Prologis, Inc. Long-Term Incentive Plan LTIP Unit Award Agreement (Bonus exchange) (incorporated by reference to Exhibit 10.2 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2015).
10.37*		Form of Prologis, Inc. Long-Term Incentive Plan LTIP Unit Award Agreement (General form 2016) (incorporated by reference to Exhibit 10.48 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2015).
10.38*		Form of Prologis, Inc. Outperformance Plan LTIP Unit Exchange Award Agreement (incorporated by reference to Exhibit 10.58 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).
10.39*		Form of Prologis, Inc. Long-Term Incentive Plan Equity Exchange Offer LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.59 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).
10.40*		Amended and Restated Prologis, Inc. 2011 Notional Account Deferred Compensation Plan (incorporated by reference to Exhibit 10.60 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).
10.41*		~~Amended and Restated Prologis, Inc. Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.61 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).~~
10.42*		Second Amended and Restated Prologis 2005 Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.62 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).
~~10.43~~		Time-Sharing Agreement, dated January 21, 2015, by and between ProLogis Logistics Services Incorporated and Hamid R. Moghadam (incorporated by reference to Exhibit 10.63 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).
~~10.44~~		Amended and Restated Time-Sharing Agreement, dated January 11, 2016, by and between ProLogis Logistics Services Incorporated and Hamid R. Moghadam (incorporated by reference to Exhibit 10.55 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2015).
~~10.45~~		Global Senior Credit Agreement dated as of July 11, 2013, among Prologis, Inc., Prologis, L.P., various affiliates of Prologis, L.P., various lenders and agents, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed July 15, 2013).
~~10.46~~		First Amendment to the Global Senior Credit Agreement dated as of June 26, 2014 among Prologis, Inc., Prologis, L.P., various affiliates of Prologis, L.P., various lenders and Bank of America, N.A. as administrative agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on June 30, 2014).
~~10.47~~		Second Amendment to the Global Senior Credit Agreement dated as of January 22, 2015 among Prologis, L.P., various affiliates of Prologis, L.P., various lenders and Bank of America, N.A. as global administrative agent. (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 10-Q filed on May 4, 2015).
~~10.48~~		Fourth Amended and Restated Revolving Credit Agreement dated as of August 14, 2013 among Prologis Japan Finance Y.K., as initial borrower, Prologis, Inc. and Prologis, L.P., as guarantors, the banks listed on the signature pages thereof, and Sumitomo Mitsui Banking Corporation, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed August 16, 2013).
~~10.49~~		Guaranty of Payment, dated as of August 14, 2013, among Prologis, Inc. and Prologis, L.P., as guarantors, Sumitomo Mitsui Banking Corporation, as Administrative Agent, for the banks that are from time to time parties to the Fourth Amended and Restated Revolving Credit Agreement, dated at August 14, 2013 (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed August 16, 2013).
~~10.50~~		Senior Term Loan Agreement dated as of June 19, 2014 among Prologis, Inc., Prologis, L.P., various affiliates of Prologis, L.P., various lenders and Bank of America, N.A. as administrative agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on June 24, 2014).
~~10.51~~		Senior Term Loan Agreement dated as of May 28, 2015 among Prologis, L.P., as Borrower, Prologis, Inc., as Guarantor, various lenders and Bank of America N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 of Prologis’ Current Report on Form 8-K filed June 1, 2015).
~~10.52~~		First Amendment, dated January 22, 2015, to the Senior Term Loan Agreement dated as of June 19, 2014, among Prologis, L.P., various affiliates thereof, various lenders and Bank of America, N.A. as Administrative Agent (incorporated by reference to Exhibit 10.63 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2015).

~~10.53~~		Term Loan Agreement dated as of August 18, 2016 among Prologis GK Holdings Y.K., as borrower, Prologis, Inc. and Prologis, L.P., as guarantors, the banks listed on the signature pages thereof, and Sumitomo Mitsui Banking Corporation, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on August 22, 2016).
~~10.54~~		Guaranty of Payment dated as of August 18, 2016 among Prologis, Inc. and Prologis, L.P., as guarantors, and Sumitomo Mitsui Banking Corporation, as Administrative Agent, for the banks that are from time to time parties to the Term Loan Agreement dated as of August 18, 2016 (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed on August 22, 2016).
~~10.55~~		Amended and Restated Global Senior Credit Agreement dated as of April 14, 2016 among Prologis, Inc., Prologis, L.P., various affiliates of Prologis, L.P., various lenders and agents, and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on April 18, 2016).
~~10.56~~		Letter Agreement dated February 3, 2017 by and between Prologis, Inc. and Hamid R. Moghadam (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on February 3, 2017).
~~10.57~~		Fifth Amended and Restated Revolving Credit Agreement, dated as of February 16, 2017, among Prologis Marunouchi Finance Investment Limited Partnership, as initial borrower, Prologis, Inc. and Prologis, L.P., as guarantors, the lenders listed on the signature pages thereof, and Sumitomo Mitsui Banking Corporation, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on February 21, 2017).
~~10.58~~		Guaranty of Payment, date as of February 16, 2017, among Prologis, Inc. and Prologis, L.P., as guarantors, Sumitomo Mitsui Banking Corporation, as Administrative Agent, for the banks that are from time to time parties to the Fifth Amend and Restated Revolving Credit Agreement, dated as of February 16, 2017 (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report Form 8-K filed on February 22, 2017).
~~10.59~~		Amended and Restated Senior Term Loan Agreement dated as of May 4, 2017 among Prologis, Inc., Prologis, L.P., various affiliates of Prologis, L.P., various lenders and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K on May 8, 2017).
~~10.60~~		First Amendment, dated as of May 4, 2017, to the Amended and Restated Global Senior Credit Agreement by and among Prologis, Inc., Prologis, L.P., various affiliates of Prologis, L.P., various lenders and Bank of America, N.A., as Global Administrative Agent (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report Form 8-K on May 8, 2017).
~~12.1†~~		~~Computation of Ratio of Earnings to Fixed Charges of Prologis, Inc. and Prologis, L.P.~~
~~12.2†~~		~~Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock/Unit Dividends of Prologis, Inc. and Prologis, L.P.~~
~~21.1†~~		~~Subsidiaries of Prologis, Inc. and Prologis, L.P.~~
~~23.1†~~		~~Consent of KPMG LLP with respect to Prologis, Inc.~~
~~23.2†~~		~~Consent of KPMG LLP with respect to Prologis, L.P.~~
~~24.1†~~		~~Power of Attorney for Prologis, Inc. (included in signature page of this annual report).~~
~~24.2†~~		~~Power of Attorney for Prologis, L.P. (included in signature page of this annual report).~~
~~31.1†~~		~~Certification of Chief Executive Officer of Prologis, Inc.~~
~~31.2†~~		~~Certification of Chief Financial Officer of Prologis, Inc.~~
~~31.3†~~		~~Certification of Chief Executive Officer for Prologis, L.P.~~
~~31.4†~~		~~Certification of Chief Financial Officer for Prologis, L.P.~~
~~32.1†~~		~~Certification of Chief Executive Officer and Chief Financial Officer of Prologis, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~
~~32.2†~~		~~Certification of Chief Executive Officer and Chief Financial Officer for Prologis, L.P., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.~~
~~99.1~~		~~Supplemental United States Federal Income Tax Considerations (incorporated by reference to Exhibit 99.1 to Prologis’ Current Report on Form 8-K filed June 20, 2016).~~
~~101. INS†~~		~~XBRL Instance Document~~
~~101. SCH†~~		~~XBRL Taxonomy Extension Schema~~

~~101. CAL†~~		~~XBRL Taxonomy Extension Calculation Linkbase~~
~~101. DEF†~~		~~XBRL Taxonomy Extension Definition Linkbase~~
~~101. LAB†~~		~~XBRL Taxonomy Extension Label Linkbase~~
~~101. PRE†~~		~~XBRL Taxonomy Extension Presentation Linkbase~~

*	~~Management Contract or Compensatory Plan or Arrangement~~

†	~~Filed herewith~~

3.8

Amended and Restated Certificate of Limited Partnership of the Operating Partnership (incorporated by reference to Exhibit 3.7 to Prologis’ Current Report on Form 8-K filed June 8, 2011).

3.9

Articles Supplementary dated April 3, 2014, (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on April 3, 2014).~~SIGNATURES~~

3.10

Third Amendment to Thirteenth Amended and Restated Agreement of Limited Partnership of Prologis, L.P. (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on February 4, 2020).

3.11

Prologis, Inc. Articles of Amendment, dated May 4, 2020 (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report Form 8-K filed on May 4, 2020).

3.12

Ninth Amended and Restated Bylaws of Prologis, Inc. (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on September 24, 2021).

4.1†

Description of Registrant’s Securities Registered Pursuant to ~~the requirements of~~ Section ~~13 or 15(d)~~12 of the Securities Exchange Act of ~~1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.~~1934.

~~PROLOGIS, INC.~~

104

Table of Contents

Index to Item 15

4.2		Form of Certificate for Common Stock of Prologis (incorporated by reference to Exhibit 4.1 to Prologis’ Registration Statement on Form S-4/A (No. 333-172741) filed April 12, 2011).
4.3		Form of Certificate for the Series Q Cumulative Redeemable Preferred Stock of Prologis (incorporated by reference to Exhibit 4.2 to Prologis’ Registration Statement on Form S-4/A (No. 333-172741) filed April 28, 2011).
4.4		Indenture, dated as of June 8, 2011, by and among the Operating Partnership, as issuer, Prologis, as guarantor, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.2 to Prologis’ Registration Statement on Form S-3 (No. 333-177112) filed September 30, 2011).
4.5		Fifth Supplemental Indenture, dated as of August 15, 2013, among Prologis, Inc., Prologis, L.P. and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed August 15, 2013).
4.6		Form of Sixth Supplemental Indenture among Prologis, Inc., Prologis, L.P., Elavon Financial Services Limited, UK Branch, Elavon Financial Services Limited and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed December 2, 2013).
4.7		Form of Seventh Supplemental Indenture among Prologis, Inc., Prologis, L.P., Elavon Financial Services Limited, UK Branch, Elavon Financial Services Limited and U.S. Bank National Association (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed February 18, 2014).
4.8		Form of Eighth Supplemental Indenture among Prologis, Inc., Prologis, L.P., U.S. Bank National Association and Elavon Financial Services DAC, UK Branch (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report Form 8-K filed on June 6, 2017).
4.9		Indenture dated as of August 1, 2018 among Prologis Euro Finance LLC, Prologis, L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Prologis’ Registration Statement on Form 8-K/A filed on August 1, 2018).
4.10		First Supplemental Indenture dated as of August 1, 2018 among Prologis Euro Finance LLC, Prologis, L.P., U.S. Bank National Association, as trustee, transfer agent and security registrar and Elavon Financial Services DAC, UK Branch, as paying agent (incorporated by reference to Exhibit 4.2 to Prologis’ Registration Statement on Form 8-K/A filed on August 1, 2018).
4.11		Form of lndenture dated as of September 25, 2018 among Prologis Yen Finance LLC, Prologis, L.P. and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.9 to Prologis’ Current Report Form 8-K/A filed on September 24, 2018).
4.12		Form of First Supplemental Indenture dated as of September 25, 2018 among Prologis Yen Finance LLC, Prologis, L.P., U.S. Bank National Association, as trustee, transfer agent, paying agent and security registrar (incorporated by reference to Exhibit 4.10 to Prologis’ Current Report Form 8-K/A filed on September 24, 2018).
4.13		Second Supplemental Indenture dated as of March 26, 2019 among Prologis Yen Finance LLC, Prologis, L.P. and U.S. Bank National Association as trustee, transfer agent, paying agent and security registrar (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report Form 8-K filed on April 23, 2019).
4.14		Form of 4.250% Notes due 2023 (incorporated by reference to Exhibit 4.5 to Prologis’ Current Report on Form 8-K filed August 15, 2013).
4.15		Form of 3.000% Notes due 2022 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K filed December 2, 2013).
4.16		Form of 3.00% Notes due 2026 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K filed on May 28, 2014).
4.17		Form of 2.250% Notes due 2029 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report Form 8-K filed on June 6, 2017).
4.18		Form of 3.875% Notes Due 2028 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report Form 8-K filed on June 20, 2018).
4.19		Form of 4.375% Notes Due 2048 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report Form 8-K filed on June 20, 2018).

105

Table of Contents

Index to Item 15

4.20		Form of 1.875% Notes Due 2029 (incorporated by reference to Exhibit 4.4 to Prologis’ Current Report Form 8-K filed on July 31, 2018).
4.21		Form of 0.652% Notes due 2025 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report Form 8-K/A filed on September 24, 2018).
4.22		Form of 0.972% Notes due 2028 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report Form 8-K/A filed on September 24, 2018).
4.23		Form of 1.077% Notes due 2030 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report Form 8-K/A filed on September 24, 2018).
4.24		Form of 1.470% Notes due 2038 (incorporated by reference to Exhibit 4.4 to Prologis’ Current Report Form 8-K/A filed on September 24, 2018).
4.25		Form of 1.15% Notes due 2039 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report Form 10-Q filed on April 23, 2019).
4.26		Form of 0.250% Notes due 2027 (incorporated by reference to Exhibit 4.1 to Prologis’ Registration Statement 8-A12B filed on September 10, 2019).
4.27		Form of 0.625% Notes due 2031 (incorporated by reference to Exhibit 4.4 to Prologis’ Registration Statement 8-A12B filed on September 10, 2019).
4.28		Form of 1.500% Notes due 2049 (incorporated by reference to Exhibit 4.6 to Prologis’ Registration Statement 8-A12B filed on September 10, 2019).
4.29		Form of Officer’s Certificate related to the 3.00% Notes due 2026 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report on Form 8-K filed on May 28, 2014).
4.30		Form of Officers’ Certificate related to 2.250% Notes due 2029 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report Form 8-K filed on June 6, 2017).
4.31		Form of Officer’s Certificate related to 3.875% Notes Due 2028 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report Form 8-K/A filed on June 20, 2018).
4.32		Form of Officer’s Certificate related to 4.375% Notes Due 2048 (incorporated by reference to Exhibit 4.4 to Prologis’ Current Report Form 8-K/A filed on June 20, 2018).
4.33		Form of Officers’ Certificate related to 0.652% Notes due 2025 (incorporated by reference to Exhibit 4.5 to Prologis’ Current Report Form 8-K/A filed on September 24, 2018).
4.34		Form of Officers’ Certificate related to 0.972% Notes due 2028 (incorporated by reference to Exhibit 4.6 to Prologis’ Current Report Form 8-K/A filed on September 24, 2018).
4.35		Form of Officers’ Certificate related to 1.077% Notes due 2030 (incorporated by reference to Exhibit 4.7 to Prologis’ Current Report Form 8-K/A filed on September 24, 2018).
4.36		Form of Officers’ Certificate related to 1.470% Notes due 2038 (incorporated by reference to Exhibit 4.8 to Prologis’ Current Report Form 8-K/A filed on September 24, 2018).
4.37		Form of Officer’s Certificate related to 1.875% Notes Due 2029 (incorporated by reference to Exhibit 4.3 to Prologis’ Registration Statement on Form 8-K/A filed on August 1, 2018).
4.38		Form of Officer’s Certificate related to the 1.15% Notes due 2039 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report Form 10-Q filed in April 23, 2019).
4.39		Form of Officer’s Certificate related to the 0.250% Notes due 2027 (incorporated by reference to Exhibit 4.1 to Prologis’ Registration Statement 8-A12B filed on September 10, 2019).
4.40		Form of Officer’s Certificate related to the 0.625% Notes due 2031 (incorporated by reference to Exhibit 4.3 to Prologis’ Registration Statement 8-A12B filed on September 10, 2019).

106

Table of Contents

Index to Item 15

4.41		Form of Officer’s Certificate related to the 1.500% Notes due 2049 (incorporated by reference to Exhibit 4.5 to Prologis’ Registration Statement 8-A12B filed on September 10, 2019).
4.42		Form of Officers’ Certificate related to the 0.375% Notes due 2028 (incorporated by reference to Exhibit 4.1 to Prologis L.P.’s Registration Statement on Form 8-A12B filed on February 10, 2020).
4.43		Form of 0.375% Notes due 2028 (incorporated by reference to Exhibit 4.2 to Prologis L.P.’s Registration Statement on Form 8-A12B filed on February 10, 2020).
4.44		Form of Officers’ Certificate related to the 1.000% Notes due 2035 (incorporated by reference to Exhibit 4.3 to Prologis L.P.’s Registration Statement on Form 8-A12B filed on February 10, 2020).
4.45		Form of 1.000% Notes due 2035 (incorporated by reference to Exhibit 4.4 to Prologis L.P.’s Registration Statement on Form 8-A12B filed on February 10, 2020).
4.46		Form of Officers’ Certificate related to the Floating Rates Notes due 2022 (incorporated by reference to Exhibit 4.5 to Prologis L.P.’s Registration Statement on Form 8-A12B filed on February 10, 2020).
4.47		Form of Floating Rate Notes due 2022 (incorporated by reference to Exhibit 4.6 to Prologis L.P.’s Registration Statement on Form 8-A12B filed on February 10, 2020).
4.48		Form of Officers’ Certificate related to the 3.250% Notes due 2026 (incorporated by reference to Exhibit 4.1 to Prologis L.P.’s Current Report on Form 8-K filed on February 14, 2020).
4.49		Form of 3.250% Notes due 2026 (incorporated by reference to Exhibit 4.2 to Prologis L.P.’s Current Report on Form 8-K filed on February 14, 2020).
4.50		Form of Officers’ Certificate related to the 4.375% Notes due 2029 (incorporated by reference to Exhibit 4.3 to Prologis L.P.’s Current Report Form 8-K filed on February 14, 2020).
4.51		Form of 4.375% Notes due 2029 (incorporated by reference to Exhibit 4.4 to Prologis L.P.’s Current Report Form 8-K filed on February 14, 2020).
4.52		Form of Officers’ Certificate related to the 2.125% Notes due 2027 (incorporated by reference to Exhibit 4.5 to Prologis L.P.’s Current Report Form 8-K filed on February 14, 2020).
4.53		Form of 2.125% Notes due 2027 (incorporated by reference to Exhibit 4.6 to Prologis L.P.’s Current Report Form 8-K filed on February 14, 2020).
4.54		Form of Officers’ Certificate related to the 2.250% Notes due 2030 (incorporated by reference to Exhibit 4.7 to Prologis L.P.’s Current Report Form 8-K filed on February 14, 2020).
4.55		Form of 2.250% Notes due 2030 (incorporated by reference to Exhibit 4.8 to Prologis L.P.’s Current Report Form 8-K filed on February 14, 2020).
4.56		Form of Officers’ Certificate related to the 3.000% Notes due 2050 (incorporated by reference to Exhibit 4.9 to Prologis L.P.’s Current Report Form 8-K filed on February 14, 2020).
4.57		Form of 3.000% Notes due 2050 (incorporated by reference to Exhibit 4.10 to Prologis L.P.’s Current Report Form 8-K filed on February 14, 2020).
4.58		Form of Officers’ Certificate related to the 0.589% Notes due 2027 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report Form 8-K filed on June 23, 2020).
4.59		Form of 0.589% Notes due 2027 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on June 23, 2020).
4.60		Form of Officers’ Certificate related to the 0.850% Notes due 2030 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report Form 8-K filed on June 23, 2020).
4.61		Form of 0.850% Notes due 2030 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report Form 8-K filed on June 23, 2020).

107

Table of Contents

Index to Item 15

4.62	Form of Officers’ Certificate related to the 1.003% Notes due 2032 (incorporated by reference to Exhibit 4.5 to Prologis’ Current Report Form 8-K filed on June 23, 2020).
4.63	Form of 1.003% Notes due 2032 (incorporated by reference to Exhibit 4.6 to Prologis' Current Report Form 8-K filed on June 23, 2020).
4.64	Form of Officers’ Certificate related to the 1.222% Notes due 2035 (incorporated by reference to Exhibit 4.7 to Prologis’ Current Report Form 8-K filed on June 23, 2020).
4.65	Form of 1.222% Notes due 2035 (incorporated by reference to Exhibit 4.8 to Prologis' Current Report Form 8-K filed on June 23, 2020).
4.66	Form of Officers’ Certificate related to the 1.600% Notes due 2050 (incorporated by reference to Exhibit 4.9 to Prologis’ Current Report Form 8-K filed on June 23, 2020).
4.67	Form of 1.600% Notes due 2050 (incorporated by reference to Exhibit 4.10 to Prologis' Current Report Form 8-K filed on June 23, 2020).
4.68	Form of Officers’ Certificate related to the 1.250% Notes due 2030 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report Form 8-K filed on August 19, 2020).
4.69	Form of 1.250% Notes due 2030 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report Form 8-K filed on August 19, 2020).
4.70	Form of Officers’ Certificate related to the 2.125% Notes due 2050 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report Form 8-K filed on August 19, 2020).
4.71	Form of 2.125% Notes due 2050 (incorporated by reference to Exhibit 4.4 to Prologis’ Current Report Form 8-K filed on August 19, 2020).
4.72		Form of Officers’ Certificate related to the 0.500% Notes due 2032 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report Form 8-K filed on February 16, 2021).
4.73		Form of 0.500% Notes due 2032 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on February 16, 2021).
4.74		Form of Officers’ Certificate related to the 1.000% Notes due 2041 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report Form 8-K filed on February 16, 2021).
4.75		Form of 1.000% Notes due 2041 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report Form 8-K filed on February 16, 2021).
4.76		Form of Officers’ Certificate related to the 1.625% Notes due 2031 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report Form 8-K filed on February 19, 2021).
4.77		Form of 1.625% Notes due 2031 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on February 19, 2021).
4.78		Form of Officers’ Certificate related to the 0.448% Notes due 2028 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report Form 8-K filed on June 28, 2021).
4.79		Form of 0.448% Notes due 2028 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on June 28, 2021).
4.80		Form of Officers’ Certificate related to the 0.564% Notes due 2031 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report Form 8-K filed on June 28, 2021).
4.81		Form of 0.564% Notes due 2031 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report Form 8-K filed on June 28, 2021).
4.82		Form of Officers’ Certificate related to the 0.885% Notes due 2036 (incorporated by reference to Exhibit 4.5 to Prologis’ Current Report Form 8-K filed on June 28, 2021).

108

Table of Contents

Index to Item 15

4.83			Form of 0.885% Notes due 2036 (incorporated by reference to Exhibit 4.6 to Prologis' Current Report Form 8-K filed on June 28, 2021).
4.84			Form of Officers’ Certificate related to the 1.134% Notes due 2041 (incorporated by reference to Exhibit 4.7 to Prologis’ Current Report Form 8-K filed on June 28, 2021).
4.85			Form of 1.134% Notes due 2041 (incorporated by reference to Exhibit 4.8 to Prologis' Current Report Form 8-K filed on June 28, 2021).
4.86			Form of Officers’ Certificate related to the 1.550% Notes due 2061 (incorporated by reference to Exhibit 4.9 to Prologis’ Current Report Form 8-K filed on June 28, 2021).
4.87			Form of 1.550% Notes due 2061 (incorporated by reference to Exhibit 4.10 to Prologis' Current Report Form 8-K filed on June 28, 2021).
4.88			Form of Officers’ Certificate related to the Floating Rate Notes due 2024 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report Form 8-K filed on February 8, 2022).

4.89			Form of Floating Rate Notes due 2024 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report Form 8-K filed on February 8, 2022).

4.90			Form of Officers’ Certificate related to the 1.000% Notes due 2029 (incorporated by reference to Exhibit 4.3 to Prologis’ Current Report Form 8-K filed on February 8, 2022).

4.91			Form of 1.000% Notes due 2029 (incorporated by reference to Exhibit 4.4 to Prologis’ Current Report Form 8-K filed on February 8, 2022).

4.92			Form of Officers’ Certificate related to the 1.500% Notes due 2034 (incorporated by reference to Exhibit 4.5 to Prologis’ Current Report Form 8-K filed on February 8, 2022).

4.93			Form of 1.500% Notes due 2034 (incorporated by reference to Exhibit 4.6 to Prologis’ Current Report Form 8-K filed on February 8, 2022).

4.94			Form of Officers’ Certificate related to the 4.625% Notes due 2033 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report Form 8-K filed on September 15, 2022).

4.95			Form of 4.625% Notes due 2033 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on September 15, 2022).

4.96			Form of 3.250% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

4.97			Officers’ Certificate related to the 3.250% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

4.98			Form of 3.375% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

4.99			Officers’ Certificate related to the 3.375% Senior Notes due 2027 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

4.100			Form of 7.250% Senior Notes due June 2028 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

4.101			Officers’ Certificate related to the 7.250% Senior Notes due June 2028 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

4.102			Form of 4.000% Senior Notes due September 2028 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

4.103			Officers’ Certificate related to the 4.000% Senior Notes due September 2028 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

4.104			Form of 2.875% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

109

Table of Contents

Index to Item 15


4.105			Officers’ Certificate related to the 2.875% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

4.106			Form of 1.750% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

4.107			Officers’ Certificate related to the 1.750% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

4.108			Form of 1.750% Senior Notes due 2031 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

4.109			Form of Officers’ Certificate related to the 1.750% Senior Notes due 2031 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

4.110			Form of 2.250% Senior Notes due 2032 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

4.111			Form of Officers’ Certificate related to the 2.250% Senior Notes due 2032 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

4.112			Form of 3.050% Senior Notes due 2050 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

4.113			Form of Officers’ Certificate related to the 3.050% Senior Notes due 2050 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on October 6, 2022).

4.114			Ninth Supplemental Indenture, dated November 3, 2022, by and among Prologis, L.P., Prologis, Inc. and U.S. Bank Trust Company, National Association (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on November 3, 2022).

4.115			Form of Officers’ Certificate related to the 5.250% Notes due 2031 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on November 3, 2022).

4.116			Form of 5.250% Notes due 2031 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on November 3, 2022).

4.117			Form of Officers’ Certificate related to the 1.003% Notes due 2027 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report filed on December 1, 2022).

4.118			Form of 1.003% Notes due 2027 (incorporated by reference to Exhibit 4.2 to Prologis' Current Report Form 8-K filed on December 1, 2022).

4.119			Form of Officers’ Certificate related to the 1.323% Notes due 2029 (incorporated by reference to Exhibit 4.3 to Prologis' Current Report Form 8-K filed on December 1, 2022).

4.120			Form of 1.323% Notes due 2029 (incorporated by reference to Exhibit 4.4 to Prologis' Current Report Form 8-K filed on December 1, 2022).

4.121			Form of Officers’ Certificate related to the 1.903% Notes due 2037(incorporated by reference to Exhibit 4.5 to Prologis' Current Report Form 8-K filed on December 1, 2022).

4.122			Form of 1.903% Notes due 2037 (incorporated by reference to Exhibit 4.6 to Prologis' Current Report Form 8-K filed on December 1, 2022).

~~By:~~

Other debt instruments are omitted in accordance with Item 601(b)(4)(iii)(A) of Registration S-K. Copies of such instruments will be furnished to the Securities and Exchange Commission upon request.

10.1		~~/s/ Hamid R. Moghadam~~
		~~Hamid R. Moghadam~~
		~~Chief Executive Officer~~

~~Date: February 15, 2018~~Amended and Restated Agreement of Limited Partnership of ProLogis Fraser, L.P., dated as of August 4, 2004 (incorporated by reference to Exhibit 10.1 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).

110

Table of Contents

Index to Item 15

10.2		Fifteenth Amended and Restated Agreement of Limited Partnership of Prologis 2, L.P., (f/k/a AMB Property II, L.P.) dated February 19, 2010 (incorporated by reference to Exhibit 10.6 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2009).~~POWER OF ATTORNEY~~
~~KNOW ALL MEN BY THESE PRESENTS,~~10.3*		Amended and Restated 2002 Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed October 4, 2006 andalso incorporated by reference to Exhibit 10.2 to the Operating Partnership’s Current Report on Form 8-K filed October 4, 2006).
10.4*		The Amended and Restated 2002 Stock Option and Incentive Plan of AMB Property Corporation and AMB Property, L.P. (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed May 15, 2007 andalso incorporated by reference to Exhibit 10.1 to the Operating Partnership’s Current Report on Form 8-K filed May 15, 2007).
10.5*		Prologis Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed December 22, 2011).
10.6*		Prologis, Inc. 2016 Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on August 16, 2016).
10.7*		Form of Prologis, Inc. 2016 Outperformance Plan LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed on August 16, 2016).
10.8*		Form of Participation Points and LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on February 27, 2014).
10.9*		Second Amended and Restated Prologis Promote Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on August 1, 2014).
10.10*		Form of Prologis, Inc. Second Amended and Restated Prologis Promote Plan LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on August 18, 2014).
10.11*		Form of Prologis, Inc. Long-Term Incentive Plan LTIP Unit Award Agreement (General) (incorporated by reference to Exhibit 10.3 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.12*		Form of Prologis, Inc. 2012 Long-Term Incentive Plan Restricted Stock Unit Agreement (LTIP Unit election) (incorporated by reference to Exhibit 10.27 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2015).
10.13*		Form of Prologis, Inc. 2012 Long-Term Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.5 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.14*		Form of Prologis, Inc. 2012 Long-Term Incentive Plan Restricted Stock Unit Agreement (Bonus exchange) (incorporated by reference to Exhibit 10.6 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.15*		ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Trust’s Current Report on Form 8-K filed June 2, 2006).
10.16*		First Amendment of the ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).
10.17*		Second Amendment of the ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed May 19, 2010).
10.18*		Third Amendment of the ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010).
10.19*		Form of Non-Qualified Share Option Award Terms; The Trust 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.25 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2009).
10.20*		Form of Restricted Share Award Terms; ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.27 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2009).

111

Table of Contents

Index to Item 15

10.21*		Form of Performance Share Award Terms; ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.26 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2009).
10.22*		ProLogis 2000 Share Option Plan for Outside Trustees (as Amended and Restated Effective as of December 31, 2008) (incorporated by reference to exhibit 10.13 to ProLogis’ Form 10-K for the year ended December 31, 2008).
10.23*		ProLogis Deferred Fee Plan for Trustees (As Amended and Restated Effective as of May 14, 2010) (incorporated by reference to exhibit 10.3 to ProLogis’ Form 8-K filed on May 19, 2010).
10.24*		Form of Indemnification Agreement between ProLogis and certain directors and executive officers (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed June 8, 2011).
10.25*		Form of Restricted Stock Unit Agreement; Prologis, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.26*		Prologis, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed May 8, 2012).
10.27*		Form of Director Deferred Stock Unit Award terms (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed May 8, 2012).
10.28*		Form of Change of Control and Noncompetition Agreement by and between Prologis, Inc. and its executive officers (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed August 16, 2013).
10.29*		Form of Prologis, Inc. Long-Term Incentive Plan LTIP Unit Award Agreement (General form 2015) (incorporated by reference to Exhibit 10.57 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).
10.30*		Form of Prologis, Inc. Long-Term Incentive Plan LTIP Unit Award Agreement (Bonus exchange) (incorporated by reference to Exhibit 10.2 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2015).
10.31*		Form of Prologis, Inc. Long-Term Incentive Plan LTIP Unit Award Agreement (General form 2016) (incorporated by reference to Exhibit 10.48 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2015).
10.32*		Form of Prologis, Inc. Outperformance Plan LTIP Unit Exchange Award Agreement (incorporated by reference to Exhibit 10.58 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).
10.33*		Form of Prologis, Inc. Long-Term Incentive Plan Equity Exchange Offer LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.59 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).
10.34*		Amended and Restated Prologis, Inc. 2011 Notional Account Deferred Compensation Plan (incorporated by reference to Exhibit 10.60 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).
10.35*		Amended and Restated Prologis, Inc. Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.61 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).
10.36*		Second Amended and Restated Prologis 2005 Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.62 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).
10.37*		Prologis, Inc. 2018 Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on January 18, 2018).
10.38*		Prologis, Inc. Amended and Restated 2018 Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on March 27, 2018).
10.39*		Form of Prologis, Inc. 2018 Amendment to Outperformance Plan LTIP Unit Award Agreements (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report Form 8-K filed on March 27, 2018).
10.40*		Amended and Restated Director Deferred Stock Unit Award Terms (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on May 7, 2018).
10.41		Form of Time-Sharing Agreement for Hamid Moghadam (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 10-Q filed on October 22, 2018).

112

Table of Contents

Index to Item 15

10.42*		Prologis, Inc. Second Amended and Restated 2018 Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on August 28, 2018).
10.43*		Form of Outperformance Plan LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report Form 8-K filed on August 28, 2018).
10.44*		Form of LTIP Unit Award Agreement (Bonus Exchange) (incorporated by reference to Exhibit 10.3 to Prologis’ Current Report Form 8-K filed on August 28, 2018).
10.45*		Form of LTIP Unit Award Agreement (Omnibus) (incorporated by reference to Exhibit 10.4 to Prologis’ Current Report Form 8-K filed on August 28, 2018).
10.46*		Form of RSU Agreement (Global) (incorporated by reference to Exhibit 10.5 to Prologis’ Current Report Form 8-K filed on August 28, 2018).
10.47*		Form of RSU Agreement (LTIP Unit Election) (incorporated by reference to Exhibit 10.6 to Prologis’ Current Report Form 8-K filed on August 28, 2018).
10.48*		Form of NEO Retirement Eligibility Waiver (incorporated by reference to Exhibit 10.7 to Prologis’ Current Report Form 8-K filed on August 28, 2018).
10.49*		Letter Agreement dated February 3, 2017 by and between Prologis, Inc. and Hamid R. Moghadam (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on February 3, 2017).
10.50		Fifth Amended and Restated Revolving Credit Agreement, dated as of February 16, 2017, among Prologis Marunouchi Finance Investment Limited Partnership, as initial borrower, Prologis, Inc. and Prologis, L.P., as guarantors, the lenders listed on the signature pages thereof, and Sumitomo Mitsui Banking Corporation, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on February 21, 2017).
10.51		Guaranty of Payment, date as of February 16, 2017, among Prologis, Inc. and Prologis, L.P., as guarantors, Sumitomo Mitsui Banking Corporation, as Administrative Agent, for the banks that ~~we,~~are from time to time parties to the ~~undersigned officers~~Fifth Amend and ~~directors~~Restated Revolving Credit Agreement, dated as of February 16, 2017 (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report Form 8-K filed on February 22, 2017).
10.52		Amended and Restated Senior Term Loan Agreement dated as of May 4, 2017 among Prologis, Inc., Prologis, L.P., various affiliates of Prologis, L.P., various lenders and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K on May 8, 2017).
10.53		Second Amended and Restated Global Senior Credit Agreement, dated as of January 16, 2019, by and among Prologis, Inc., Prologis, L.P., various affiliates of Prologis, L.P., various lenders and Bank of America, N.A., as Global Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K on January 16, 2019).
10.54		Term Loan Agreement dated as of March 4, 2019 among Prologis GK Holdings Y.K., as borrower, Prologis, L.P., as guarantor, the lenders party thereto, and Sumitomo Mitsui Banking Corporation, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on March 6, 2019).
10.55		Guaranty of Payment dated as of March 4, 2019 between Prologis, L.P., as guarantor, and Sumitomo Mitsui Banking Corporation, as Administrative Agent, for the lenders that are from time to time parties to the Term Loan Agreement dated as of March 4, 2019 (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report Form 8-K filed on March 6, 2019).
10.56*		Amended and Restated Change in Control and Noncompetition Agreement, dated April 30, 2019, between Prologis, Inc. and Hamid R. Moghadam (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report From 8-K filed on May 3, 2019).
10.57*		Form of Retirement Eligibility Waiver Amendment for Hamid Moghadam (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on December 10, 2019).
10.58*		Form of Retirement Eligibility Waiver Amendment for Named Executive Officers (other than Hamid Moghadam) (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report Form 8-K filed on December 10, 2019).
10.59*		Prologis, Inc. 2020 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on May 4, 2020).

113

Table of Contents

Index to Item 15

10.60		Sixth Amended and Restated Revolving Credit Agreement, dated as of July 10, 2020, among Prologis Marunouchi Finance Investment Limited Partnership, as initial borrower, Prologis, L.P., as guarantor, the lenders listed on the signature pages thereof, and Sumitomo Mitsui Banking Corporation, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis' Current Report Form 8-K filed on July 14, 2020).
10.61		Guaranty of Payment, dated as of July 10, 2020, between Prologis, L.P., as guarantor, and Sumitomo Mitsui Banking Corporation, as Administrative Agent, for the banks that are from time to time parties to the Sixth Amended and Restated Revolving Credit Agreement (incorporated by reference to Exhibit 10.2 to Prologis' Current Report Form 8-K filed on July 14, 2020).
10.62*		Form of First Amendment to Amended and Restated Prologis, Inc. 2011 Notional Account Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on September 25, 2020).
10.63*		Form of LTIP Unit Award Agreement (Omnibus 2020) (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report Form 8-K filed on September 25, 2020).
10.64*		Form of LTIP Unit Award Agreement (Bonus Exchange 2020) (incorporated by reference to Exhibit 10.3 to Prologis’ Current Report Form 8-K filed on September 25, 2020).
10.65*		Form of Outperformance Plan LTIP Unit Award Agreement for Named Executive Officers (2020) (incorporated by reference to Exhibit 10.4 to Prologis’ Current Report Form 8-K filed on September 25, 2020).
10.66*		Form of Outperformance Plan LTIP Unit Award Agreement (General 2020) (incorporated by reference to Exhibit 10.5 to Prologis’ Current Report Form 8-K filed on September 25, 2020).
10.67*		Form of Deferred Compensation LTIP Unit Award Agreement (2020) (incorporated by reference to Exhibit 10.6 to Prologis’ Current Report Form 8-K filed on September 25, 2020).
10.68*		Form of RSU Agreement (Global 2020) (incorporated by reference to Exhibit 10.7 to Prologis’ Current Report Form 8-K filed on September 25, 2020).
10.69*		Form of RSU Agreement (Bonus Exchange 2020) (incorporated by reference to Exhibit 10.8 to Prologis’ Current Report Form 8-K filed on September 25, 2020).
10.70*		Form of RSU Agreement (LTIP Unit Election 2020) (incorporated by reference to Exhibit 10.9 to Prologis’ Current Report Form 8-K filed on September 25, 2020).
10.71		Global Senior Credit Agreement dated as of April 15, 2021 among Prologis, L.P., various affiliates of Prologis, L.P., various lenders and agents, and Bank of America, N.A., as Global Administrative Agent (incorporated by reference to Exhibit 10.1 of Prologis’ Current Report Form 8-K filed on April 16, 2021).
10.72		First Amendment to Sixth Amended and Restated Revolving Credit Agreement, dated as of October 1, 2021, among Prologis Marunouchi Finance Investment Limited Partnership, as initial borrower, Prologis, L.P., as guarantor, the lenders listed on the signature pages thereof, and Sumitomo Mitsui Banking Corporation, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 10-Q filed on October 26, 2021).
10.73		First Amendment to Term Loan Agreement, dated as of October 1, 2021 among Prologis GK Holdings Y.K, as borrower, Prologis, L.P., as guarantor, the lenders party thereto, and Sumitomo Mitsui Banking Corporation, as Administrative Agent (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report Form 10-Q filed on October 26, 2021).
10.74		First Amendment, dated as of September 20, 2021, to the Global Senior Credit Agreement dated as of April 15, 2021, among Prologis, L.P., various affiliates of Prologis, L.P., various lenders and Bank of America, N.A., as Global Administrative Agent (incorporated by reference to Exhibit 10.3 to Prologis’ Current Report Form 10-Q filed on October 26, 2021).
10.75		First Amendment, dated as of September 20, 2021, to the Global Senior Credit Agreement dated as of January 16, 2019, among Prologis, L.P., various affiliates of Prologis, L.P., various lenders and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.4 to Prologis’ Current Report Form 10-Q filed on October 26, 2021).
10.76*		Third Amended and Restated Prologis Promote Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on December 2, 2021).

114

Table of Contents

Index to Item 15

10.77		Global Senior Credit Agreement dated as of June 30, 2022 among Prologis, L.P., various affiliates of Prologis, L.P., various lenders and agents, and Bank of America, N.A., as Global Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed July 6, 2022).

10.78		Second Amendment dated as of June 30, 2022 among Prologis, L.P., various affiliates of Prologis, L.P., various lenders and agents, and Bank of America, N.A., as Global Administrative Agent to the Second Amended and Restated Global Senior Credit Agreement dated as of April 15, 2021 (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed July 6, 2022).

10.79*		Form of LTIP Unit Award Agreement (Omnibus 2022) (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on September 27,2022).

10.80*		Form of Third Amended and Restated Prologis 2005 Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on December 12, 2022).

10.81*		Form of Second Amended and Restated Prologis, Inc. 2011 Notional Account Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report Form 8-K filed on December 12, 2022).

10.82*		Form of Second Amended and Restated Prologis, Inc. Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 to Prologis’ Current Report Form 8-K filed on December 12, 2022).

10.83†		Prologis Bonus Exchange 2022 LTIP Unit Award Agreement - Advance Grant No Pre-Retirement Election

10.84†		Prologis Bonus Exchange 2022 LTIP Unit Award Agreement - Advance Grant Pre-Retirement Election

21.1†		Subsidiaries of Prologis, Inc. and Prologis, L.P.
22.1†		Subsidiary guarantors and issuers of guaranteed securities.
23.1†		Consent of KPMG LLP with respect to Prologis, Inc.
23.2†		Consent of KPMG LLP with respect to Prologis, L.P.
23.3†		Consent of KPMG LLP with respect to Duke Realty Corporation.

23.4†		Consent of KPMG LLP with respect to Duke Realty Limited Partnership.

24.1†		Power of Attorney for Prologis, Inc. (included in signature page of this annual report).
24.2†		Power of Attorney for Prologis, L.P. (included in signature page of this annual report).
31.1†		Certification of Chief Executive Officer of Prologis, Inc.
31.2†		Certification of Chief Financial Officer of Prologis, Inc.
31.3†		Certification of Chief Executive Officer for Prologis, L.P.
31.4†		Certification of Chief Financial Officer for Prologis, L.P.
32.1†		Certification of Chief Executive Officer and Chief Financial Officer of Prologis, Inc., ~~hereby severally constitute~~pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2†		Certification of Chief Executive Officer and Chief Financial Officer for Prologis, L.P., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1†		Audited financial statements of Duke Realty Corporation and Duke Realty Limited Partnership and the notes thereto as of December 31, 2021.

101. INS†		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.
101. SCH†		Inline XBRL Taxonomy Extension Schema

115

Table of Contents

Index to Item 15

101. CAL†		Inline XBRL Taxonomy Extension Calculation Linkbase
101. DEF†		Inline XBRL Taxonomy Extension Definition Linkbase
101. LAB†		Inline XBRL Taxonomy Extension Label Linkbase
101. PRE†		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	Management Contract or Compensatory Plan or Arrangement

†	Filed herewith

a	Prologis has omitted certain schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K and shall furnish supplementally to the SEC copies of any of the omitted schedules and exhibits upon request by the SEC.

116

Table of Contents

Index to Item 15

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

PROLOGIS, INC.

By:		/s/ Hamid R. Moghadam ~~Thomas S. Olinger~~
		Hamid R. Moghadam
		Chief Executive Officer

Date: February 14, 2023

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that we, the undersigned officers and directors of Prologis, Inc., hereby severally constitute Hamid R. Moghadam, Timothy D. Arndt and Edward S. Nekritz, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Prologis, Inc. to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the U.S. Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date

/s/ Hamid R. Moghadam	Chairman of the Board and Chief Executive Officer	February 14, 2023
Hamid R. Moghadam	Chairman of the Board and Chief Executive Officer	February 14, 2023

/s/ Timothy D. Arndt	Chief Financial Officer	February 14, 2023
Timothy D. Arndt	Chief Financial Officer	February 14, 2023

/s/ Lori A. Palazzolo	Managing Director and Chief Accounting Officer	February 14, 2023
Lori A. Palazzolo	Managing Director and Chief Accounting Officer	February 14, 2023

/s/ Cristina G. Bita	Director	February 14, 2023
Cristina G. Bita	Director	February 14, 2023

/s/ James B. Connor	Director	February 14, 2023
James B. Connor

/s/ George L. Fotiades	Director	February 14, 2023
George L. Fotiades	Director	February 14, 2023

/s/ Lydia H. Kennard	Director	February 14, 2023
Lydia H. Kennard

/s/ Irving F. Lyons III	Director	February 14, 2023
Irving F. Lyons III	Director	February 14, 2023

/s/ Avid Modjtabai	Director	February 14, 2023
Avid Modjtabai

/s/ David P. O’Connor	Director	February 14, 2023
David P. O’Connor

/s/ Olivier Piani	Director	February 14, 2023
Olivier Piani

/s/ Jeffrey L. Skelton	Director	February 14, 2023
Jeffrey L. Skelton

/s/ Carl B. Webb	Director	February 14, 2023
Carl B. Webb

/s/ William D. Zollars	Director	February 14, 2023
William D. Zollars

~~/s/ Hamid R. Moghadam~~	~~Chairman of the Board and Chief Executive Officer~~	~~February 15, 2018~~
~~Hamid R. Moghadam~~	~~Chairman of the Board and Chief Executive Officer~~	~~February 15, 2018~~

~~/s/ Thomas S. Olinger~~	~~Chief Financial Officer~~	~~February 15, 2018~~
~~Thomas S. Olinger~~	~~Chief Financial Officer~~	~~February 15, 2018~~

~~/s/ Lori A. Palazzolo~~	~~Managing Director and Chief Accounting Officer~~	~~February 15, 2018~~
~~Lori A. Palazzolo~~	~~Managing Director and Chief Accounting Officer~~	~~February 15, 2018~~

~~/s/ George L. Fotiades~~	~~Director~~	~~February 15, 2018~~
~~George L. Fotiades~~	~~Director~~	~~February 15, 2018~~

~~/s/ Lydia H. Kennard~~	~~Director~~	~~February 15, 2018~~
~~Lydia H. Kennard~~	~~Director~~	~~February 15, 2018~~

~~/s/ J. Michael Losh~~	~~Director~~	~~February 15, 2018~~
~~J. Michael Losh~~	~~Director~~	~~February 15, 2018~~

~~/s/ Irving F. Lyons III~~	~~Director~~	~~February 15, 2018~~
~~Irving F. Lyons III~~

~~/s/ David P. O’Connor~~	~~Director~~	~~February 15, 2018~~

117

Table of Contents

Index to Item 15

SIGNATURES

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

By:		/s/ Hamid R. Moghadam
		Hamid R. Moghadam
		Chief Executive Officer

Date: February 14, 2023

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that we, the undersigned officers and directors of Prologis, L.P., hereby severally constitute Hamid R. Moghadam, Timothy D. Arndt and Edward S. Nekritz, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Prologis, L.P. to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the U.S. Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.

Signature	Title	Date

/s/ Hamid R. Moghadam	Chairman of the Board and Chief Executive Officer	February 14, 2023
Hamid R. Moghadam	Chairman of the Board and Chief Executive Officer	February 14, 2023

/s/ Timothy D. Arndt	Chief Financial Officer	February 14, 2023
Timothy D. Arndt	Chief Financial Officer	February 14, 2023

/s/ Lori A. Palazzolo	Managing Director and Chief Accounting Officer	February 14, 2023
Lori A. Palazzolo	Managing Director and Chief Accounting Officer	February 14, 2023

/s/ Cristina G. Bita	Director	February 14, 2023
Cristina G. Bita	Director	February 14, 2023

/s/ James B. Connor	Director	February 14, 2023
James B. Connor

/s/ George L. Fotiades	Director	February 14, 2023
George L. Fotiades	Director	February 14, 2023

/s/ Lydia H. Kennard	Director	February 14, 2023
Lydia H. Kennard

/s/ Irving F. Lyons III	Director	February 14, 2023
Irving F. Lyons III	Director	February 14, 2023

/s/ Avid Modjtabai	Director	February 14, 2023
Avid Modjtabai

/s/ David P. O’Connor	Director	February 14, 2023
David P. O’Connor

/s/ Olivier Piani	Director	February 14, 2023
Olivier Piani

/s/ Jeffrey L. Skelton	Director	February 14, 2023
Jeffrey L. Skelton

/s/ Carl B. Webb	Director	February 14, 2023
Carl B. Webb

/s/ William D. Zollars	Director	February 14, 2023
William D. Zollars

~~/s/ Olivier Piani~~

118

~~Director~~

~~February 15, 2018~~

~~Olivier Piani~~

~~/s/ Jeffrey L. Skelton~~

~~Director~~

~~February 15, 2018~~

~~Jeffrey L. Skelton~~

~~/s/ Carl B. Webb~~

~~Director~~

~~February 15, 2018~~

~~Carl B. Webb~~

~~/s/ William D. Zollars~~

~~Director~~

~~February 15, 2018~~

~~William D. Zollars~~

~~SIGNATURES~~

~~PROLOGIS, L.P.~~
~~By:~~		~~Prologis, Inc., its general partner~~

~~By:~~		~~/s/ Hamid R. Moghadam~~
		~~Hamid R. Moghadam~~
		~~Chief Executive Officer~~

~~Date: February 15, 2018~~

~~POWER OF ATTORNEY~~

KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and directors of Prologis, L.P., hereby severally constitute Hamid R. Moghadam, Thomas S. Olinger and Edward S. Nekritz, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Form 10-K filed herewith and any and all amendments to said Form 10-K, and generally to do all such things in our names and in our capacities as officers and directors to enable Prologis, L.P. to comply with the provisions of the Securities Exchange Act of 1934, and all requirements of the U.S. Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Form 10-K and any and all amendments thereto.

~~Signature~~	~~Title~~	~~Date~~

~~/s/ Hamid R. Moghadam~~	~~Chairman of the Board and Chief Executive Officer~~	~~February 15, 2018~~
~~Hamid R. Moghadam~~	~~Chairman of the Board and Chief Executive Officer~~	~~February 15, 2018~~

~~/s/ Thomas S. Olinger~~	~~Chief Financial Officer~~	~~February 15, 2018~~
~~Thomas S. Olinger~~	~~Chief Financial Officer~~	~~February 15, 2018~~

~~/s/ Lori A. Palazzolo~~	~~Managing Director and Chief Accounting Officer~~	~~February 15, 2018~~
~~Lori A. Palazzolo~~	~~Managing Director and Chief Accounting Officer~~	~~February 15, 2018~~

~~/s/ George L. Fotiades~~	~~Director~~	~~February 15, 2018~~
~~George L. Fotiades~~	~~Director~~	~~February 15, 2018~~

~~/s/ Lydia H. Kennard~~	~~Director~~	~~February 15, 2018~~
~~Lydia H. Kennard~~	~~Director~~	~~February 15, 2018~~

~~/s/ J. Michael Losh~~	~~Director~~	~~February 15, 2018~~
~~J. Michael Losh~~	~~Director~~	~~February 15, 2018~~

~~/s/ Irving F. Lyons III~~	~~Director~~	~~February 15, 2018~~
~~Irving F. Lyons III~~

~~/s/ David P. O’Connor~~	~~Director~~	~~February 15, 2018~~
~~David P. O’Connor~~

~~/s/ Olivier Piani~~	~~Director~~	~~February 15, 2018~~
~~Olivier Piani~~

~~/s/ Jeffrey L. Skelton~~	~~Director~~	~~February 15, 2018~~
~~Jeffrey L. Skelton~~

~~/s/ Carl B. Webb~~	~~Director~~	~~February 15, 2018~~
~~Carl B. Webb~~

~~/s/ William D. Zollars~~	~~Director~~	~~February 15, 2018~~
~~William D. Zollars~~

~~112~~


Maryland (Prologis, Inc.) Delaware (Prologis, L.P.)	94-3281941 (Prologis, Inc.) 94-3285362 (Prologis, L.P.)
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

Pier 1, Bay 1, San Francisco, California	94111
(Address or principal executive offices)	(Zip Code)

	Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Prologis, Inc.	Common Stock, $0.01 par value	~~New York Stock Exchange~~
~~Prologis, L.P.~~	~~1.375% Notes due 2020~~	~~New York Stock Exchange~~
~~Prologis, L.P.~~	~~1.375% Notes due 2021~~	~~New York Stock Exchange~~
~~Prologis, L.P.~~	~~3.000% Notes due 2022~~	~~New York Stock Exchange~~
~~Prologis, L.P.~~	~~3.375% Notes due 2024~~PLD	New York Stock Exchange
Prologis, L.P.	3.000% Notes due 2026	PLD/26	New York Stock Exchange
Prologis, L.P.	2.250% Notes due 2029	~~New York Stock Exchange~~
~~Prologis, L.P.~~	~~Floating Rate Notes due 2020~~PLD/29	New York Stock Exchange


Prologis, Inc.: Yes ☐ No ☑	Prologis, L.P.: Yes ☐ No ☑
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Prologis, Inc.: Yes ☑ No ☐ Prologis, L.P.: Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate website; if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter periods that the registrant was required to submit ~~and post~~ such files). Prologis, Inc.: Yes ☑ No ☐Prologis, L.P.: Yes ☑ No ☐


Prologis, Inc.:	☑	Large accelerated filer	☐ ~~Accelerated filer~~	Accelerated filer	☐	Smaller reporting company
	☐ ~~Non-accelerated filer (do not check if a smaller reporting company)~~	Non-accelerated filer			☐	Emerging growth company


Prologis, L.P.:	☐	Large accelerated filer	☐ ~~Accelerated filer~~	Accelerated filer	☐	Smaller reporting company
	☑ ~~Non-accelerated filer (do not check if a smaller reporting company)~~	Non-accelerated filer			☐	Emerging growth company


Prologis, Inc.: Yes ☑ No ☐	Prologis, L.P.: Yes ☑ No ☐

Item	Description	Page	Description	Page
	PART I		PART I
1.	Business	3	Business	3
			The Company	3
			Operating Segments	5
	The Company	3	Future Growth	6
	Operating Segments	4	Code of Ethics and Business Conduct	11
	Future Growth	5	Environmental, Social and Governance	11
	Code of Ethics and Business Conduct	7	Environmental Matters	12
	Environmental Matters	8	Governmental Matters	12
	Insurance Coverage	8	Insurance Coverage	13
1A.	Risk Factors	8	Risk Factors	13
1B.	Unresolved Staff Comments	15	Unresolved Staff Comments	22
2.	Properties	16	Properties	22
	Geographic Distribution	16	Geographic Distribution	22
	Lease Expirations	18	Lease Expirations	24
	Co-Investment Ventures	19	Co-Investment Ventures	25
3.	Legal Proceedings	19	Legal Proceedings	25
4.	Mine Safety Disclosures	19	Mine Safety Disclosures	25
	PART II		PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	20	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
	Market Information and Holders	20	Market Information and Holders	25
	Preferred Stock Dividends	21	Preferred Stock Dividends	26
	Sale of Unregistered Securities	21	Sales of Unregistered Securities	26
	Securities Authorized for Issuance Under Equity Compensation Plans	21	Purchases of Equity Securities	26
	Other Stockholder Matters	21	Securities Authorized for Issuance Under Equity Compensation Plans	26
			Other Stockholder Matters	27
6.	Selected Financial Data	21	[Reserved]	27
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
	Management’s Overview	22
	Results of Operations	22
	Environmental Matters	31	Management’s Overview	27
	Liquidity and Capital Resources	31	Results of Operations	28
	Off-Balance Sheet Arrangements	35	Environmental Matters	37
	Contractual Obligations	36	Liquidity and Capital Resources	37
	Critical Accounting Policies	36	Critical Accounting Policies	41
	New Accounting Pronouncements	38	New Accounting Pronouncements	42
	Funds from Operations Attributable to Common Stockholders/Unitholders	38	Funds from Operations Attributable to Common Stockholders/Unitholders	42
7A.	Quantitative and Qualitative Disclosures About Market Risk	40	Quantitative and Qualitative Disclosures About Market Risk	44
8.	Financial Statements and Supplementary Data	41	Financial Statements and Supplementary Data	45
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	41	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	45
9A.	Controls and Procedures	41	Controls and Procedures	45
9B.	Other Information	42	Other Information	47
9C.			Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	47
	PART III		PART III
10.	Directors, Executive Officers and Corporate Governance	43	Directors, Executive Officers and Corporate Governance	47
11.	Executive Compensation	43	Executive Compensation	47
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	43	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	47
13.	Certain Relationships and Related Transactions, and Director Independence	43	Certain Relationships and Related Transactions, and Director Independence	47
14.	Principal Accounting Fees and Services	43	Principal Accounting Fees and Services	47
	PART IV		PART IV
15.	Exhibits, Financial Statements and Schedules	43	Exhibits, Financial Statements and Schedules	47
16.	Form 10-K Summary	43	Form 10-K Summary	48

	Consolidated – Real Estate Operations					Owned and Managed
Top Customers	% of NER (1)		Total Occupied Square Feet		Top Customers	% of NER (1)		Total Occupied Square Feet
1. Amazon.com		4.9		13	1. Amazon.com		3.0		17
2. Home Depot		1.8		6	2. DHL		1.5		11
3. FedEx		1.6		3	3. Geodis		1.2		9
4. Wal-Mart		1.3		4	4. XPO Logistics		1.2		10
5. XPO Logistics		0.9		3	5. Kuehne + Nagel		1.1		7
6. UPS		0.9		2	6. DSV Air and Sea Inc.		1.0		5
7. NFI		0.8		2	7. Home Depot		1.0		7
8. U.S. Government		0.8		1	8. FedEx		0.9		3
9. Geodis		0.8		2	9. Wal-Mart		0.8		5
10. DHL		0.7		2	10. CEVA Logistics		0.7		5
Top 10 Customers		14.5		38	Top 10 Customers		12.4		79
11. Kimberly-Clark Corporation		0.7		3	11. Nippon Express		0.7		3
12. PepsiCo		0.7		3	12. UPS		0.6		4
13. Office Depot		0.6		2	13. BMW		0.6		4
14. DSV Air and Sea Inc.		0.5		2	14. DB Schenker		0.6		4
15. Ingram Micro		0.5		2	15. Hitachi		0.6		2
16. Best Buy		0.5		1	16. Ingram Micro		0.5		4
17. Kuehne + Nagel		0.5		1	17. U.S. Government		0.5		1
18. APL Logistics		0.5		2	18. Panalpina		0.4		3
19. Georgia-Pacific Corporation		0.4		1	19. PepsiCo		0.3		3
20. Kohler		0.4		3	20. Office Depot		0.3		2
21. C&S Wholesale Grocers		0.4		1	21. Best Buy		0.3		2
22. Kellogg's		0.4		2	22. APL Logistics		0.3		3
23. Essendant		0.4		2	23. Kimberly-Clark Corporation		0.3		3
24. Ford Motor Company		0.3		1	24. Tesco		0.3		2
25. Mondelez International		0.3		1	25. Schneider Electric		0.3		1
Top 25 Customers		21.6		65	Top 25 Customers		19.0		120

	Consolidated - Real Estate Segment					Owned and Managed
Top Customers	% of NER		Total Occupied Square Feet		Top Customers	% of NER		Total Occupied Square Feet
1. Amazon		7.0		34	1. Amazon		5.3		43
2. Home Depot		2.6		15	2. Home Depot		1.7		17
3. FedEx		1.9		8	3. FedEx		1.3		10
4. UPS		1.0		6	4. Geodis		1.3		17
5. Geodis		0.9		6	5. DHL		1.1		12
6. Wal-Mart		0.7		4	6. CEVA Logistics		0.9		12
7. NFI Industries		0.6		3	7. UPS		0.8		8
8. U.S. Government		0.6		2	8. GXO		0.7		9
9. Wayfair		0.6		5	9. DSV Panalpina		0.7		7
10. Pepsi		0.5		3	10. Maersk		0.6		6
Top 10 Customers		16.4		86	Top 10 Customers		14.4		141
11. DHL		0.5		3	11. Kuehne + Nagel		0.6		7
12. GXO		0.5		4	12. Wal-Mart		0.5		6
13. Sycamore Partners (Staples)		0.4		3	13. U.S. Government		0.5		4
14. DSV Panalpina		0.4		2	14. Cainiao (Alibaba)		0.5		5
15. Ryder System		0.4		2	15. DB Schenker		0.4		5
16. CEVA Logistics		0.4		3	16. NFI Industries		0.4		3
17. Uline		0.4		1	17. Hitachi		0.4		4
18. Berkshire Hathaway		0.4		3	18. XPO Logistics		0.4		4
19. Target		0.4		2	19. Nippon Express		0.4		3
20. Office Depot		0.4		3	20. ZOZO		0.4		4
21. Kellogg		0.4		3	21. Mercado Libre		0.4		4
22. Toyo Tires		0.4		1	22. Pepsi		0.3		3
23. Kuehne + Nagel		0.3		2	23. Wayfair		0.3		5
24. Iron Mountain		0.3		2	24. Nippon Kabushika Kaisha (Yusen Logistics)		0.3		2
25. Best Buy		0.3		2	25. Uline		0.3		2
Top 25 Customers		22.3		122	Top 25 Customers		20.5		202

~~Regions~~	~~Number of Employees~~
~~U.S. (1)~~Geographies		~~835~~
U.S. ⁽¹⁾		1,481
Other Americas		~~130~~162
Europe		~~370~~575
Asia		~~230~~248
Total		~~1,565~~2,466

	Consolidated Operating Properties						Owned and Managed					Consolidated Operating Properties						O&M
Region	Rentable Square Footage		Gross Book Value		Encumbrances (1)		Rentable Square Footage		Gross Book Value
Geographies												Rentable Square Footage		Gross Book Value		Encumbrances⁽¹⁾		Rentable Square Footage		Gross Book Value
U.S.:
Atlanta		15	$	710	$	76		18	$	872			41	$	3,289	$	-		47	$	3,764
Baltimore/Washington D.C.		4		327		30		7		679			13		1,700		-		17		2,104
Central and Eastern Pennsylvania		14		917		-		17		1,115
Central Valley California		10		573		11		12		725
Central PA													18		1,489		-		19		1,609
Central Valley													21		1,716		-		22		1,856
Chicago		28		1,894		50		36		2,481			53		4,843		-		70		6,354
Dallas/Fort Worth		21		1,121		132		26		1,538
Dallas/Ft. Worth													43		3,486		-		50		4,080
Houston		7		425		20		14		916			30		3,125		-		36		3,648
Las Vegas		7		511		18		8		629
Lehigh Valley													30		3,884		-		34		4,174
New Jersey/New York City		26		2,553		167		32		3,286			42		7,119		28		51		8,492
San Francisco Bay Area		16		1,737		10		20		2,095			21		3,185		-		26		3,855
Seattle		9		856		42		16		1,571			16		2,653		-		24		3,529
South Florida		9		1,026		34		15		1,541			22		3,792		14		28		4,661
Southern California		56		5,411		106		73		7,160			98		15,639		9		118		18,009
Remaining Markets - U.S. (17 markets) (2)		46		2,340		126	62			3,292
Remaining Markets – U.S. (18 markets)⁽²⁾													129		10,659		69		158		12,862
Subtotal U.S.		268		20,401		822		356		27,900			577		66,579		120		700		78,997
Other Americas:
Brazil		7		517		-		10		718			1		53	-			17		870
Canada		9		745		156		9		745			10		845		138		10		845
Mexico		2		113		-		36		2,165		*			21	-			44		2,923
Subtotal Other Americas		18		1,375		156		55		3,628			11		919		138		71		4,638
Europe:
Belgium		-		-		-		3		208
Czech Republic		-		-		-		11		822
France		1		64		-		33		2,551			-		-	-			34		3,157
Germany		1		50		-		24		2,003			1		84	-			31		3,155
Hungary		0		4		-		7		443
Italy		-		-		-		9		576
Netherlands		0		24		-		19		1,675			-		-	-			29		2,999
Poland		1		62		-		25		1,572
Slovakia		0		12		-		4		254
Spain		1		60		-		9		697
Sweden		1		47		-		5		420
U.K.		1		79		-		23		3,214			2		422	-			31		7,107
Remaining Countries – Europe (8 countries)⁽²⁾													2		177	-			97		7,678
Subtotal Europe		6		402		-		172		14,435			5		683		-		222		24,096
Asia:
China		1		43		-		15		774		-		-		-			46		3,088
Japan		3		340		-		29		4,965			1		40	-			44		6,709
Singapore		1		140		-		1		140			1		142	-			1		142
Subtotal Asia		5		523		-		45		5,879			2		182		-		91		9,939
Total operating portfolio (3)		297		22,701		978		628		51,842
Value-added properties (4)		2		181		-		2		245
Total operating portfolio⁽³⁾													595		68,363		258		1,084		117,670
Value-added properties⁽⁴⁾													6		1,061		-		9		1,631
Total operating properties		299	$	22,882	$	978		630	$	52,087			601	$	69,424	$	258		1,093	$	119,301

Items notated by ‘*’ indicate an amount less than one million that rounds to zero.											Items notated by ‘*’ indicate an amount less than one million that rounds to zero.

	Consolidated – Investment in Land						Consolidated – Development Portfolio					Consolidated – Investment in Land						Consolidated – Development Portfolio
Region	Acres		Estimated Build Out Potential (square feet) (5)		Current Investment		Rentable Square Footage Upon Completion		TEI (6)
Geographies												Acres		Estimated Build Out Potential (square feet)⁽⁵⁾		Current Investment		Rentable Square Footage Upon Completion		TEI⁽⁶⁾
U.S.:
Atlanta		54		1	$	6		1	$	34			546		6	$	46		1	$	117
Baltimore/Washington D.C.		41		1		16		-		-			36	*			15	*			80
Central and Eastern Pennsylvania		29		0		8		-		-
Central Valley California		1,046		21		103		3		246
Central PA													-		-		-	*			44
Central Valley													803		14		262		1		111
Chicago		151		3		15		0		36			103		2		35		3		381
Dallas/Fort Worth		38		1		8		2		139
Dallas/Ft. Worth													359		5		121		3		341
Houston		185		3		17		-		-			335		4		114		1		123
Las Vegas		50		1		7		1		93
Lehigh Valley													105		1		34		1		177
New Jersey/New York City		56		1		28		1		186			194		3		287	*			127
San Francisco Bay Area		-		-		-		0		31			-		-		-		2		314
Seattle		9		0		14		1		186			149		2		103		1		158
South Florida		175		3		122		1		54			113		2		109		1		203
Southern California		93		1		32		2		166			494		9		464		5		1,427
Remaining Markets - U.S. (17 markets)		283		4		35		2		120
Remaining Markets – U.S. (18 markets)													1,444		23		543		8		1,025
Subtotal U.S.		2,210		40		411		14		1,291			4,681		71		2,133		27		4,628
Other Americas:
Brazil		531		12		166		-		-			263		5		56		-		-
Canada		159		3		45		0		27			292		5		435		2		310
Mexico		508		10		111		2		160			751		14		150		5		388
Subtotal Other Americas		1,198		25		322		2		187			1,306		24		641		7		698
Europe:
Belgium		45		1		14		-		-
Czech Republic		117		2		22		1		49
France		262		5		45		1		87			176		4		139		1		65
Germany		36		1		12		1		80			39		1		28		1		106
Hungary		281		5		19		-		-
Italy		70		1		8		1		93
Netherlands		39		1		25		1		92			15	*			9		1		82
Poland		447		8		45		0		4
Slovakia		204		4		25		1		62
Spain		64		2		28		1		79
Sweden		-		-		-		0		30
U.K.		137		2		47		1		86			224		4		212		2		494
Remaining Countries – Europe (8 countries)													696		14		125		3		417
Subtotal Europe		1,702		32		290		8		662			1,150		23		513		8		1,164
Asia:
China		-		-		-		-		-
Japan		81		5		131		4		701			51		4		51		7		988
Singapore		-		-		-		-		-
Subtotal Asia		81		5		131		4		701			51		4		51		7		988
Total land and development portfolio		5,191		102	$	1,154		28	$	2,841			7,188		122	$	3,338		49	$	7,478

Items notated by ‘*’ indicate an amount less than one million that rounds to zero.											Items notated by ‘*’ indicate an amount less than one million that rounds to zero.

	Investment Before Depreciation		Investment Before Depreciation
Operating properties, excluding assets held for sale or contribution	$	22,586	$	69,039
Development portfolio, including cost of land		1,594		4,212
Land		1,154		3,338
Other real estate investments (1)		505		5,034
Total consolidated real estate properties	$	25,839	$	81,623


					NER
	Number of Leases		Occupied Square Feet		Dollars		Percent of Total			Dollars Per Square Foot
2018		566		31	$	168		10.6	%	$	5.34
2019		639		47		231		14.6	%		4.92
2020		607		33		182		11.5	%		5.55
2021		585		44		237		14.9	%		5.42
2022		517		42		236		14.8	%		5.60
2023		243		25		142		9.0	%		5.79
2024		118		13		80		5.1	%		6.05
2025		87		14		85		5.3	%		5.98
2026		35		7		46		2.9	%		6.46
2027		57		9		54		3.4	%		6.03
Thereafter		55		20		126		7.9	%		6.42
		3,509		285	$	1,587		100.0	%	$	5.57
Month to month		107		4
Total Consolidated		3,616		289

	Operating Properties									Operating Properties
	Square Feet		Gross Book Value		Investment in Land			Development Portfolio – TEI		Square Feet		Gross Book Value		Investment in Land		Development Portfolio – TEI
Consolidated Co-Investment Ventures
Consolidated Co-Investment Venture
U.S.:
Prologis U.S. Logistics Venture (“USLV”)		67	$	5,931	$	31		$	106		77	$	8,037	$	4	$	60
Total		67	$	5,931	$	31		$	106		77	$	8,037	$	4	$	60

Unconsolidated Co-Investment Ventures
U.S.:
Prologis Targeted U.S. Logistics Fund (“USLF”)		88	$	7,543	$	-		$	34		123	$	12,557	$	-	$	200
Other Americas:
FIBRA Prologis		35		2,052		4			-		44		2,916		-		-
Prologis Brazil Logistics Venture ("PBLV") and other joint ventures											16		817		51		106
Subtotal Other Americas											60		3,733		51		106
Europe:
Prologis European Logistics Fund (“PELF”)		106		9,565		11			59		161		17,400		13		47
Prologis European Logistics Partners Sàrl (“PELP”)		58		4,203		30			6
Prologis UK Logistics Venture (“UKLV”)		2		285		110	��		220
Prologis European Logistics Partners (“PELP”)											58		6,432		34		64
Subtotal Europe		166		14,053		151			285		219		23,832		47		111
Asia:
Nippon Prologis REIT (“NPR”)		26		4,625		-			-		43		6,669		-		-
Prologis China Core Logistics Fund (“PCCLF”)											31		2,331		-		-
Prologis China Logistics Venture		14		731		80			879		15		756		13		541
Subtotal Asia		40		5,356		80			879		89		9,756		13		541
Other:
Brazil joint ventures		3		201		-			-
Total		332	$	29,205	$	235		$	1,198		491	$	49,878	$	111	$	958

	High		Low		Dividends
2017
Fourth Quarter	$	67.53	$	62.99	$	0.44
Third Quarter	$	65.49	$	56.59	$	0.44
Second Quarter	$	59.49	$	51.66	$	0.44
First Quarter	$	54.25	$	48.33	$	0.44
2016
Fourth Quarter	$	53.51	$	45.93	$	0.42
Third Quarter	$	54.87	$	48.46	$	0.42
Second Quarter	$	50.74	$	43.45	$	0.42
First Quarter	$	44.26	$	35.25	$	0.42

	2017			2016			2015			2014			2013
Operating Data:
Total revenues	$	2,618		$	2,533		$	2,197		$	1,761		$	1,750
Gains on dispositions of investments in real estate and revaluation of equity investments upon acquisition of a controlling interest, net	$	1,183		$	757		$	759		$	726		$	715
Consolidated net earnings	$	1,761		$	1,293		$	926		$	739		$	230
Net earnings per share attributable to common stockholders and unitholders – Basic (1)	$	3.10		$	2.29		$	1.66		$	1.25		$	0.65
Net earnings per share attributable to common stockholders and unitholders – Diluted (1)	$	3.06		$	2.27		$	1.64		$	1.24		$	0.64
Dividends per common share and distributions per common unit	$	1.76		$	1.68		$	1.52		$	1.32		$	1.12
Consolidated Balance Sheet Data:
Total assets	$	29,481		$	30,250		$	31,395		$	25,775		$	24,534
Total debt	$	9,413		$	10,608		$	11,627		$	9,337		$	8,973
FFO (2):
Reconciliation of net earnings to FFO:
Net earnings attributable to common stockholders	$	1,642		$	1,203		$	863		$	622		$	315
Total NAREIT defined adjustments		101			534			461			299			504
Total our defined adjustments		52			(35	)		(15	)		(33	)		36
FFO, as modified by Prologis (2)	$	1,795		$	1,702		$	1,309		$	888		$	855
Total core defined adjustments		(244	)		(302	)		(128	)		65			(42	)
Core FFO (2)	$	1,551		$	1,400		$	1,181		$	953		$	813

	Aggregate Principal				Issuance Date Weighted Average
Issuance Date	Borrowing Currency		USD ⁽¹⁾		Interest Rate	Years		Maturity Dates
January	£	60	$	81	2.1%		20.0	December 2041
February ⁽²⁾	€	1,550	$	1,768	1.0%		8.5	February 2024 – 2034
July	¥	30,965	$	227	1.4%		15.5	July 2027 – 2042
September ⁽²⁾	$	650	$	650	4.6%		10.3	January 2033
November	C$	500	$	362	5.3%		8.2	January 2031
December	¥	24,200	$	178	1.8%		13.4	December 2027 – 2037
Total			$	3,266	2.3%		9.8

	2017 (1)			2016			2015
Number of new development projects during the period		74			73			62
Estimated build out potential (square feet)		25			22			18
TEI	$	2,261		$	1,754		$	1,643
Percentage of build-to-suits based on TEI		48.5	%		42.2	%		47.2	%

	2022			2021
Starts:
Number of new development buildings during the period		91			78
Square feet		31			26
TEI	$	4,679		$	3,478
Percentage of build-to-suits based on TEI		39.1	%		46.2	%

Stabilizations:
Number of development buildings stabilized during the period		69			62
Square feet		22			19
TEI	$	2,772		$	2,329
Percentage of build-to-suits based on TEI		38.9	%		42.7	%
Weighted average stabilized yield ⁽¹⁾		6.2	%		6.1	%
Estimated value at completion	$	4,294		$	3,613
Estimated weighted average margin ⁽²⁾		54.9	%		55.1	%
Estimated value creation	$	1,522		$	1,284

	U.S. (1)									Other Americas									Europe									Asia									Total
	2017			2016			2015			2017			2016			2015			2017			2016			2015			2017			2016			2015			2017			2016			2015
Strategic capital revenues ($)
Recurring fees (2)		47			33			31			23			21			20			88			84			71			39			38			32			197			176			154
Non-recurring fees (3)		10			6			8			2			2			2			15			14			12			22			17			11			49			39			33
Promote revenues (4)		120			-			-			4			-			-			4			89			30			-			-			-			128			89			30
Strategic capital expense ($)		(70	)		(41	)		(41	)		(12	)		(10	)		(9	)		(39	)		(43	)		(27	)		(34	)		(35	)		(31	)		(155	)		(129	)		(108	)
Strategic Capital - NOI ($)		107			(2	)		(2	)		17			13			13			68			144			86			27			20			12			219			175			109

	U.S. (1)						Other Americas (2)						Europe (3)						Asia						Total
	2017		2016		2015		2017		2016		2015		2017		2016		2015		2017		2016		2015		2017		2016		2015
Ventures		1		1		1		2		2		2		3		4		4		2		2		2		8		9		9
Operating properties		552		369		391		205		213		205		707		700		688		95		85		66		1,559		1,367		1,350
Square feet		88		50		50		37		42		39		166		163		159		41		36		29		332		291		277
Total assets ($)		7,062		4,238		4,408		2,118		2,793		2,482		13,586		10,853		11,343		6,133		5,173		4,320		28,899		23,057		22,553

	2022			2021
Building and land development activities	$	107		$	95
Operating building improvements and other		45			29
Total capitalized G&A expenses	$	152		$	124
Capitalized salaries and related costs as a percent of total salaries and related costs		22.7	%		21.9	%

	Three Months Ended December 31,
	2017			2016			Percentage Change
Rental revenues (1) (2)
Consolidated:
Rental revenues (per the quarterly information table above)	$	434		$	436
Rental recoveries (per the quarterly information table above)		117			125
Consolidated adjustments to derive same store results:
Rental revenues and recoveries of properties not in the same store portfolio – properties developed, acquired and sold to third parties during the period and land subject to ground leases		(74	)		(66	)
Effect of changes in foreign currency exchange rates and other		(9	)		-
Unconsolidated co-investment ventures – rental revenues		525			463
Owned and managed same store portfolio – rental revenues (2)	$	993		$	958			3.7	%
Rental expenses (1) (3)
Consolidated:
Rental expenses (per the quarterly information table above)	$	140		$	141
Consolidated adjustments to derive same store results:
Rental expenses of properties not in the same store portfolio – properties developed, acquired and sold to third parties during the period and land subject to ground leases		(32	)		(22	)
Effect of changes in foreign currency exchange rates and other		18			13
Unconsolidated co-investment ventures – rental expenses		124			105
Owned and managed same store portfolio – rental expenses (3)	$	250		$	237			5.3	%
NOI (1)
Consolidated:
Property NOI (per the quarterly information table above)	$	411		$	420
Consolidated adjustments to derive same store results:
Property NOI of properties not in the same store portfolio – properties developed, acquired and sold to third parties during the period and land subject to ground leases		(42	)		(44	)
Effect of changes in foreign currency exchange rates and other		(27	)		(13	)
Unconsolidated co-investment ventures – property NOI		401			358
Owned and managed same store portfolio – NOI	$	743		$	721			3.2	%

	Three Months Ended December 31,
	2022			2021			% Change
Reconciliation of Consolidated Property NOI to Same Store Property NOI measures:

Rental revenues	$	1,591		$	1,074
Rental expenses		(375	)		(262	)
Consolidated Property NOI	$	1,216		$	812

Adjustments to derive same store results:
Property NOI from consolidated properties not included in same store portfolio and other adjustments⁽¹⁾		(471	)		(118	)
Property NOI from unconsolidated co-investment ventures included in same store portfolio⁽¹⁾⁽²⁾		615			578
Third parties' share of Property NOI from properties included in same store portfolio ⁽¹⁾⁽²⁾		(502	)		(475	)
Prologis Share of Same Store Property NOI – Net Effective⁽²⁾	$	858		$	797			7.7	%
Consolidated properties straight-line rent and fair value lease adjustments included in same store portfolio ⁽³⁾		(17	)		(24	)
Unconsolidated co-investment ventures straight-line rent and fair value lease adjustments included in same store portfolio⁽³⁾		(9	)		(15	)
Third parties' share of straight-line rent and fair value lease adjustments included in same store portfolio⁽²⁾⁽³⁾		7			11
Prologis Share of Same Store Property NOI – Cash⁽²⁾⁽³⁾	$	839		$	769			9.1	%

	2022		2021
Realized foreign currency and derivative gains (losses), net:
Gains (losses) on the settlement of undesignated derivatives	$	145	$	(8	)
Gains (losses) on the settlement of transactions with third parties		1		(1	)
Total realized foreign currency and derivative gains (losses), net		146		(9	)

Unrealized foreign currency and derivative gains, net:
Gains on the change in fair value of undesignated derivatives and unhedged debt		83		169
Gains on remeasurement of certain assets and liabilities		9		4
Total unrealized foreign currency and derivative gains, net		92		173
Total foreign currency and derivative gains, net	$	238	$	164

	2017			2016
Debt outstanding	$	9,413		$	10,608
Weighted average interest rate		2.9	%		3.2	%
Weighted average maturity in months	67			60

	2022								2021
	Weighted Average Interest Rate			Amount Outstanding		% of Total			Weighted Average Interest Rate			Amount Outstanding		% of Total
British pound sterling		2.1	%	$	1,228		5.1	%		2.1	%	$	1,377		7.8	%
Canadian dollar		4.5	%		815		3.4	%		2.7	%		284		1.6	%
Euro		1.3	%		7,991		33.5	%		1.0	%		7,408		41.8	%
Japanese yen		1.0	%		3,308		13.9	%		0.9	%		2,879		16.2	%
U.S. dollar		3.6	%		10,534		44.1	%		2.6	%		5,767		32.6	%
Total debt ⁽¹⁾		2.5	%	$	23,876		100.0	%		1.6	%	$	17,715		100.0	%

	Equity Commitments ⁽¹⁾
	Prologis		Venture Partners		Total		Expiration Date
Prologis Targeted U.S. Logistics Fund	$	-	$	1,027	$	1,027	2024 – 2025 ⁽²⁾
Prologis European Logistics Fund		-		211		211	2025 ⁽²⁾
Prologis China Logistics Venture		252		1,318		1,570	2023 – 2028
Prologis Brazil Logistics Venture		36		141		177	2026
Total	$	288	$	2,697	$	2,985

	2022			2021
Net cash provided by operating activities	$	4,126		$	2,996
Net cash used in investing activities	$	(4,499	)	$	(1,990	)
Net cash (used in) provided by financing activities	$	116		$	(1,008	)
Net decrease in cash and cash equivalents, including the effect of foreign currency exchange rates on cash	$	(278	)	$	(42	)

	2022 ⁽¹⁾		2021
Repurchase of and payments on debt (including extinguishment costs)
Regularly scheduled debt principal payments and payments at maturity	$	914	$	10
Secured mortgage debt		328		656
Senior notes		3		1,644
Term loans		136		250
Total	$	1,381	$	2,560

Proceeds from the issuance of debt
Secured mortgage debt	$	331	$	242
Senior notes		3,256		2,902
Term loans		529		454
Total	$	4,116	$	3,598

														Weighted	Gross
							There-		Disc/					Average	Book		Ownership
	2018		2019		2020		after		(Prem)			Total		Interest Rate	Value		%	Total Debt ⁽¹⁾		Weighted Average Interest Rate	Gross Book Value of Real Estate ⁽¹⁾		Ownership %
Prologis Targeted U.S. Logistics Fund	$	163	$	14	$	490	$	1,626	$	19		$	2,312	3.9%	$	7,543	28.2%	$	3,468	3.5%	$	13,155	26.2%
FIBRA Prologis		72		254		175		254		1			756	4.0%		2,052	46.3%		920	4.0%		2,939	47.9%
Prologis European Logistics Fund		365		289		425		1,401		(5	)		2,475	3.1%		9,565	26.3%		5,315	2.4%		17,581	23.8%
Prologis UK Logistics Venture		-		-		-		208		-			208	3.3%		285	15.0%
Nippon Prologis REIT		113		27		-		1,565		-			1,705	0.7%		4,625	15.1%		2,395	0.7%		6,669	15.1%
Prologis China Core Logistics Fund																			826	5.3%		2,331	15.5%
Prologis China Logistics Venture		1		325		152		145		-			623	5.0%		731	15.0%		589	5.5%		1,168	15.0%
Total	$	714	$	909	$	1,242	$	5,199	$	15		$	8,079		$	24,801		$	13,513		$	43,843

	Payments Due by Period
	Less than 1 Year		1 to 3 Years		3 to 5 Years		More than 5 Years		Total
Debt obligations, other than credit facilities	$	169	$	1,680	$	2,151	$	5,152	$	9,152
Interest on debt obligations, other than credit facilities		249		435		355		351		1,390
Unfunded commitments on the development portfolio (1)		1,121		59		-		-		1,180
Operating lease payments		34		62		51		311		458
Total	$	1,573	$	2,236	$	2,557	$	5,814	$	12,180

	2022			2021
Reconciliation of net earnings attributable to common stockholders to FFO measures:
Net earnings attributable to common stockholders	$	3,359		$	2,934

Add (deduct) NAREIT defined adjustments:
Real estate related depreciation and amortization		1,763			1,534
Gains on other dispositions of investments in real estate, net of taxes		(595	)		(749	)
Reconciling items related to noncontrolling interests		(13	)		5
Our share of reconciling items included in earnings related to unconsolidated entities		363			200
NAREIT defined FFO attributable to common stockholders/unitholders		4,877			3,924

Add (deduct) our modified adjustments:
Unrealized foreign currency and derivative gains, net		(85	)		(173	)
Deferred income tax expense		13			1
Current income tax expense (benefit) on dispositions related to acquired tax liabilities		(21	)		3
Reconciling items related to noncontrolling interests		-			1
Our share of reconciling items included in earnings related to unconsolidated entities		(42	)		(1	)
FFO, as modified by Prologis attributable to common stockholders/unitholders		4,742			3,755

Adjustments to arrive at Core FFO:
Gains on dispositions of development properties and land, net		(598	)		(817	)
Current income tax expense on dispositions		18			38
Losses on early extinguishment of debt, net		20			187
Reconciling items related to noncontrolling interests		5			7
Our share of reconciling items included in earnings related to unconsolidated entities		1			2
Core FFO attributable to common stockholders/unitholders	$	4,188		$	3,172

	Page Number
Prologis, Inc. and Prologis, L.P.:
Reports of Independent Registered Public Accounting Firm	4550
Prologis, Inc.:
Consolidated Balance Sheets	4855
Consolidated Statements of Income	4956
Consolidated Statements of Comprehensive Income	5057
Consolidated Statements of Equity	5158
Consolidated Statements of Cash Flows	5259
Prologis, L.P.:
Consolidated Balance Sheets	5360
Consolidated Statements of Income	5461
Consolidated Statements of Comprehensive Income	5562
Consolidated Statements of Capital	5663
Consolidated Statements of Cash Flows	5764
Prologis, Inc. and Prologis, L.P.:
Notes to the Consolidated Financial Statements	5865
Note 1. Description of the Business	5865
Note 2. Summary of Significant Accounting Policies	58
~~Note 3. Business Combinations~~	65
Note ~~4. Real Estate~~3. Acquisitions	6672
Note ~~5. Unconsolidated Entities~~4. Real Estate	6873
Note 5. Unconsolidated Entities	75
Note 6. Assets Held for Sale or Contribution	71
~~Note 7. Notes Receivable Backed by Real Estate~~	71
~~Note 8. Other Assets and Other Liabilities~~	71
~~Note 9. Debt~~	72
~~Note 10. Stockholders' Equity of Prologis, Inc.~~	75
~~Note 11. Partners' Capital of Prologis, L.P.~~	77
~~Note 12. Noncontrolling Interests~~	77
~~Note 13. Long-Term Compensation~~	78
Note ~~14. Income Taxes~~7. Other Assets and Other Liabilities	8178
Note ~~15. Earnings Per Common Share or Unit~~8. Debt	8279
Note ~~16. Financial Instruments and Fair Value Measurements~~9. Stockholders' Equity of Prologis, Inc.	83
Note 10. Partners' Capital of Prologis, L.P.	84
Note ~~17. Commitments and Contingencies~~11. Noncontrolling Interests	8785
Note ~~18. Business Segments~~12. Long-Term Compensation	85
Note 13. Income Taxes	88
Note ~~19. Supplemental Cash Flow Information~~14. Earnings Per Common Share or Unit	90
Note ~~20. Selected Quarterly~~15. Financial ~~Data (Unaudited)~~Instruments and Fair Value Measurements	91
Note 16. Commitments and Contingencies	94
Note 17. Business Segments	95
Note 18. Supplemental Cash Flow Information	97
Note 19. Selected Quarterly Financial Data (Unaudited)	99
Schedule III — Real Estate and Accumulated Depreciation	93101