Item 16. Form 10-K Summary

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Item 16. Form 10-K Summary

Not Applicable.

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE III

	Page Number
Prologis, Inc. and Prologis, L.P.:
Reports of Independent Registered Public Accounting Firm	47
Prologis, Inc.:
Consolidated Balance Sheets	50
Consolidated Statements of Income	51
Consolidated Statements of Comprehensive Income	52
Consolidated Statements of Equity	53
Consolidated Statements of Cash Flows	54
Prologis, L.P.:
Consolidated Balance Sheets	55
Consolidated Statements of Income	56
Consolidated Statements of Comprehensive Income	57
Consolidated Statements of Capital	58
Consolidated Statements of Cash Flows	59
Prologis, Inc. and Prologis, L.P.:
Notes to the Consolidated Financial Statements	60
Note 1. Description of the Business	60
Note 2. Summary of Significant Accounting Policies	60
Note 3. DCT Transaction	67
Note 4. Real Estate	68
Note 5. Unconsolidated Entities	70
Note 6. Assets Held for Sale or Contribution	73
Note 7. Other Assets and Other Liabilities	73
Note 8. Debt	74
Note 9. Stockholders' Equity of Prologis, Inc.	77
Note 10. Partners' Capital of Prologis, L.P.	78
Note 11. Noncontrolling Interests	79
Note 12. Long-Term Compensation	79
Note 13. Income Taxes	82
Note 14. Earnings Per Common Share or Unit	84
Note 15. Financial Instruments and Fair Value Measurements	85
Note 16. Commitments and Contingencies	88
Note 17. Business Segments	89
Note 18. Supplemental Cash Flow Information	91
Note 19. Selected Quarterly Financial Data (Unaudited)	93
Note 20. Subsequent Events	94
Schedule III — Real Estate and Accumulated Depreciation	95

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Prologis, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Prologis, Inc. and subsidiaries (the Company) as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated February 10, 2020 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company has changed its method of accounting for leases as of January 1, 2019 due to the adoption of Accounting Standards Codification Topic 842, Leases.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgment. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Assessment of the Company’s evaluation of the expected holding period for operating properties and land

As discussed in Notes 2 and 4, the Company had $31,288 million of operating properties and $1,102 million of land as of December 31, 2019. The Company tests the recoverability of operating properties and land whenever events or changes in circumstances, including shortening the expected holding period of such assets, indicate that the carrying amount of these assets may not be recoverable.

We identified the assessment of the Company’s evaluation of the expected holding period for operating properties and land as a critical audit matter. Subjective auditor judgment was required to assess the relevant events or changes in circumstances that the Company used to evaluate its expected holding period. A shortening of the expected holding period could indicate a potential impairment.

The primary procedures we performed to address this critical audit matter included the following. We tested certain internal controls over the Company’s recoverability of operating properties and land process including controls related to determining the expected holding period and any related changes. We evaluated the Company’s expected holding period by inquiring of management regarding the expected holding period, considering the current economic environment, reading minutes of the meetings of the Company’s Board of Directors, reading external communications with investors and analysts, and analyzing documents prepared by the Company regarding proposed real estate transactions and potential triggering events.

/s/ KPMG LLP

We have served as the Company’s auditor since 2002.

Denver, Colorado

February 10, 2020

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Partners of Prologis, L.P. and the Board of Directors of Prologis, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Prologis, L.P. and subsidiaries (the Company) as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, capital, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2019, in conformity with U.S. generally accepted accounting principles.

Change in Accounting Principle

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Critical Audit Matter

Assessment of the Company’s evaluation of the expected holding period for operating properties and land

/s/ KPMG LLP

We have served as the Company’s auditor since 2002.

Denver, Colorado

February 10, 2020

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors

Prologis, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited Prologis, Inc. and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2019 and 2018, the related consolidated statements of income, comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2019, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 10, 2020 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

We have audited Prologis, Inc.’s and subsidiaries’ (the Company) internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

Denver, Colorado

February 10, 2020

PROLOGIS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

	December 31,
	2019			2018
ASSETS
Investments in real estate properties	$	35,224,414		$	34,586,987
Less accumulated depreciation		5,437,662			4,656,680
Net investments in real estate properties		29,786,752			29,930,307
Investments in and advances to unconsolidated entities		6,237,371			5,745,294
Assets held for sale or contribution		720,685			622,288
Net investments in real estate		36,744,808			36,297,889

Lease right-of-use assets		486,330			-
Cash and cash equivalents		1,088,855			343,856
Other assets		1,711,857			1,775,919
Total assets	$	40,031,850		$	38,417,664

LIABILITIES AND EQUITY
Liabilities:
Debt	$	11,905,877		$	11,089,815
Lease liabilities		471,634			-
Accounts payable and accrued expenses		704,954			760,515
Other liabilities		877,601			766,446
Total liabilities		13,960,066			12,616,776

Equity:
Prologis, Inc. stockholders’ equity:
Series Q preferred stock at stated liquidation preference of $50 per share; $0.01 par value; 1,379 shares issued and outstanding and 100,000 preferred shares authorized at December 31, 2019 and 2018		68,948			68,948
Common stock; $0.01 par value; 631,797 and 629,616 shares issued and outstanding at December 31, 2019 and 2018, respectively		6,318			6,296
Additional paid-in capital		25,719,427			25,685,987
Accumulated other comprehensive loss		(990,398	)		(1,084,671	)
Distributions in excess of net earnings		(2,151,168	)		(2,378,467	)
Total Prologis, Inc. stockholders’ equity		22,653,127			22,298,093
Noncontrolling interests		3,418,657			3,502,795
Total equity		26,071,784			25,800,888
Total liabilities and equity	$	40,031,850		$	38,417,664

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

PROLOGIS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

	Years Ended December 31,
	2019			2018			2017
Revenues:
Rental	$	2,831,818		$	2,388,791		$	2,225,141
Strategic capital		491,886			406,300			373,889
Development management and other		6,917			9,358			19,104
Total revenues		3,330,621			2,804,449			2,618,134
Expenses:
Rental		734,266			600,648			569,523
Strategic capital		184,661			157,040			155,141
General and administrative		266,718			238,985			231,059
Depreciation and amortization		1,139,879			947,214			879,140
Other		13,149			13,560			12,205
Total expenses		2,338,673			1,957,447			1,847,068

Operating income before gains on real estate transactions, net		991,948			847,002			771,066
Gains on dispositions of development properties and land, net		467,577			469,817			327,528
Gains on other dispositions of investments in real estate, net		390,241			371,179			855,437
Operating income		1,849,766			1,687,998			1,954,031

Other income (expense):
Earnings from unconsolidated entities, net		200,178			298,260			248,567
Interest expense		(239,953	)		(229,141	)		(274,486	)
Interest and other income, net		24,213			14,663			13,731
Foreign currency and derivative gains (losses), net		(41,715	)		117,096			(57,896	)
Losses on early extinguishment of debt, net		(16,126	)		(2,586	)		(68,379	)
Total other income (expense)		(73,403	)		198,292			(138,463	)
Earnings before income taxes		1,776,363			1,886,290			1,815,568
Total income tax expense		74,517			63,330			54,609
Consolidated net earnings		1,701,846			1,822,960			1,760,959
Less net earnings attributable to noncontrolling interests		128,887			173,599			108,634
Net earnings attributable to controlling interests		1,572,959			1,649,361			1,652,325
Less preferred stock dividends		6,009			5,935			6,499
Loss on preferred stock repurchase		-			-			3,895
Net earnings attributable to common stockholders	$	1,566,950		$	1,643,426		$	1,641,931

Weighted average common shares outstanding – Basic		630,580			567,367			530,400
Weighted average common shares outstanding – Diluted		654,903			590,239			552,300

Net earnings per share attributable to common stockholders – Basic	$	2.48		$	2.90		$	3.10

Net earnings per share attributable to common stockholders – Diluted	$	2.46		$	2.87		$	3.06

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

PROLOGIS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	Years Ended December 31,
	2019			2018			2017
Consolidated net earnings	$	1,701,846		$	1,822,960		$	1,760,959
Other comprehensive income (loss):
Foreign currency translation gains (losses), net		98,482			(190,590	)		63,455
Unrealized gains (losses) on derivative contracts, net		(1,335	)		(1,323	)		22,591
Comprehensive income		1,798,993			1,631,047			1,847,005
Net earnings attributable to noncontrolling interests		(128,887	)		(173,599	)		(108,634	)
Other comprehensive loss (income) attributable to noncontrolling interests		(2,874	)		8,900			(50,231	)
Comprehensive income attributable to common stockholders	$	1,667,232		$	1,466,348		$	1,688,140

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

PROLOGIS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

				Common Stock							Accumulated			Distributions
				Number				Additional			Other			in Excess of			Non-
	Preferred			of		Par		Paid-in			Comprehensive			Net			controlling			Total
	Stock			Shares		Value		Capital			Income (Loss)			Earnings			Interests			Equity
Balance at January 1, 2017	$	78,235			528,671	$	5,287	$	19,455,039		$	(937,473	)	$	(3,610,007	)	$	3,467,059		$	18,458,140
Consolidated net earnings		-			-		-		-			-			1,652,325			108,634			1,760,959
Effect of equity compensation plans		-			2,000		20		74,506			-			-			41,446			115,972
Capital contributions		-			-		-		-			-			-			254,214			254,214
Repurchase of preferred stock		(9,287	)		-		-		-			-			(3,895	)		-			(13,182	)
Purchase of noncontrolling interests		-			-		-		(202,040	)		-			-			(611,807	)		(813,847	)
Conversion of noncontrolling interests		-			1,515		15		47,711			-			-			(47,726	)		-
Foreign currency translation gains, net		-			-		-		-			13,810			-			49,645			63,455
Unrealized gains on derivative contracts, net		-			-		-		-			22,005			-			586			22,591
Reallocation of equity		-			-		-		(12,143	)		-			-			12,143			-
Dividends ($1.76 per common share) and other distributions		-			-		-		(66	)		-			(942,884	)		(199,611	)		(1,142,561	)
Balance at December 31, 2017	$	68,948			532,186	$	5,322	$	19,363,007		$	(901,658	)	$	(2,904,461	)	$	3,074,583		$	18,705,741
Consolidated net earnings		-			-		-		-			-			1,649,361			173,599			1,822,960
Effect of equity compensation plans		-			1,251		12		33,544			-			-			52,219			85,775
DCT Transaction, net of issuance costs		-			96,179		962		6,321,667			-			-			298,092			6,620,721
Capital contributions		-			-		-		-			-			-			181,866			181,866
Redemption of noncontrolling interests		-			-		-		(11,257	)		-			-			(64,663	)		(75,920	)
Foreign currency translation losses, net		-			-		-		-			(181,728	)		-			(8,862	)		(190,590	)
Unrealized losses on derivative contracts, net		-			-		-		-			(1,285	)		-			(38	)		(1,323	)
Reallocation of equity		-			-		-		(20,849	)		-			-			20,849			-
Dividends ($1.92 per common share) and other distributions		-			-		-		(125	)		-			(1,123,367	)		(224,850	)		(1,348,342	)
Balance at December 31, 2018	$	68,948			629,616	$	6,296	$	25,685,987		$	(1,084,671	)	$	(2,378,467	)	$	3,502,795		$	25,800,888
Consolidated net earnings		-			-		-		-			-			1,572,959			128,887			1,701,846
Effect of equity compensation plans		-			961		10		37,008			-			-			67,691			104,709
Capital contributions		-			-		-		-			-			-			11,604			11,604
Purchase of noncontrolling interests		-			-		-		2,133			-			-			(15,383	)		(13,250	)
Redemption of noncontrolling interests		-			1,220		12		32,878			-			-			(141,323	)		(108,433	)
Contribution to Brazil venture		-			-		-		-			-			-			(12,630	)		(12,630	)
Foreign currency translation gains, net		-			-		-		-			95,572			-			2,910			98,482
Unrealized losses on derivative contracts, net		-			-		-		-			(1,299	)		-			(36	)		(1,335	)
Reallocation of equity		-			-		-		(38,561	)		-			-			38,561			-
Dividends ($2.12 per common share) and other distributions		-			-		-		(18	)		-			(1,345,660	)		(164,419	)		(1,510,097	)
Balance at December 31, 2019	$	68,948			631,797	$	6,318	$	25,719,427		$	(990,398	)	$	(2,151,168	)	$	3,418,657		$	26,071,784

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

PROLOGIS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Years Ended December 31,
	2019			2018			2017
Operating activities:
Consolidated net earnings	$	1,701,846		$	1,822,960		$	1,760,959
Adjustments to reconcile net earnings to net cash provided by operating activities:
Straight-lined rents and amortization of above and below market leases		(98,426	)		(66,938	)		(81,021	)
Equity-based compensation awards		97,557			76,093			76,640
Depreciation and amortization		1,139,879			947,214			879,140
Earnings from unconsolidated entities, net		(200,178	)		(298,260	)		(248,567	)
Operating distributions from unconsolidated entities		346,517			349,877			307,220
Decrease (increase) in operating receivables from unconsolidated entities		11,557			(39,890	)		(30,893	)
Amortization of debt discounts and debt issuance costs, net		17,006			12,653			751
Gains on dispositions of development properties and land, net		(467,577	)		(469,817	)		(327,528	)
Gains on other dispositions of investments in real estate, net		(390,241	)		(371,179	)		(855,437	)
Unrealized foreign currency and derivative losses (gains), net		70,693			(120,358	)		68,956
Losses on early extinguishment of debt, net		16,126			2,586			68,379
Deferred income tax expense (benefit)		12,221			1,448			(5,005	)
Decrease (increase) in accounts receivable, lease right-of-use assets and other assets		(108,165	)		(72,955	)		37,278
Increase in accounts payable and accrued expenses, lease liabilities and other liabilities		115,219			30,125			36,374
Net cash provided by operating activities		2,264,034			1,803,559			1,687,246
Investing activities:
Real estate development		(1,795,137	)		(1,953,144	)		(1,606,133	)
DCT Transaction, net of cash acquired		-			(45,870	)		-
Real estate acquisitions		(1,006,043	)		(999,131	)		(442,696	)
Tenant improvements and lease commissions on previously leased space		(179,274	)		(134,868	)		(153,255	)
Property improvements		(143,029	)		(93,073	)		(110,635	)
Proceeds from dispositions and contributions of real estate properties		2,331,623			2,310,388			3,236,603
Investments in and advances to unconsolidated entities		(276,169	)		(160,358	)		(249,735	)
Acquisition of a controlling interest in unconsolidated entities, net of cash received		-			-			(374,605	)
Return of investment from unconsolidated entities		389,463			360,278			209,151
Proceeds from repayment of notes receivable backed by real estate		-			34,260			32,100
Proceeds from the settlement of net investment hedges		23,640			29,425			7,541
Payments on the settlement of net investment hedges		(30,424	)		(11,703	)		(5,058	)
Net cash provided by (used in) investing activities		(685,350	)		(663,796	)		543,278
Financing activities:
Proceeds from issuance of common stock		6,082			6,891			32,858
Dividends paid on common and preferred stock		(1,345,660	)		(1,123,367	)		(942,884	)
Repurchase of preferred stock		-			-			(13,182	)
Noncontrolling interests contributions		11,604			170,066			240,925
Noncontrolling interests distributions		(164,419	)		(224,850	)		(207,788	)
Settlement of noncontrolling interests		(109,811	)		(75,920	)		(813,847	)
Tax paid for shares withheld		(22,434	)		(26,508	)		(19,775	)
Debt and equity issuance costs paid		(17,656	)		(17,446	)		(7,054	)
Net proceeds from (payments on) credit facilities		127,566			(674,559	)		283,255
Repurchase of and payments on debt		(3,301,827	)		(4,166,088	)		(3,578,889	)
Proceeds from the issuance of debt		3,976,956			4,899,680			2,419,797
Net cash used in financing activities		(839,599	)		(1,232,101	)		(2,606,584	)

Effect of foreign currency exchange rate changes on cash		5,914			(10,852	)		15,790
Net increase (decrease) in cash and cash equivalents		744,999			(103,190	)		(360,270	)
Cash and cash equivalents, beginning of year		343,856			447,046			807,316
Cash and cash equivalents, end of year	$	1,088,855		$	343,856		$	447,046

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, L.P.

CONSOLIDATED BALANCE SHEETS

(In thousands)

	December 31,
	2019		2018
ASSETS
Investments in real estate properties	$	35,224,414	$	34,586,987
Less accumulated depreciation		5,437,662		4,656,680
Net investments in real estate properties		29,786,752		29,930,307
Investments in and advances to unconsolidated entities		6,237,371		5,745,294
Assets held for sale or contribution		720,685		622,288
Net investments in real estate		36,744,808		36,297,889

Lease right-of-use assets		486,330		-
Cash and cash equivalents		1,088,855		343,856
Other assets		1,711,857		1,775,919
Total assets	$	40,031,850	$	38,417,664

LIABILITIES AND CAPITAL
Liabilities:
Debt	$	11,905,877	$	11,089,815
Lease liabilities		471,634		-
Accounts payable and accrued expenses		704,954		760,515
Other liabilities		877,601		766,446
Total liabilities		13,960,066		12,616,776

Capital:
Partners’ capital:
General partner – preferred		68,948		68,948
General partner – common		22,584,179		22,229,145
Limited partners – common		355,076		371,281
Limited partners – Class A common		288,187		295,045
Total partners’ capital		23,296,390		22,964,419
Noncontrolling interests		2,775,394		2,836,469
Total capital		26,071,784		25,800,888
Total liabilities and capital	$	40,031,850	$	38,417,664

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

PROLOGIS, L.P.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per unit amounts)

	Years Ended December 31,
	2019			2018			2017
Revenues:
Rental	$	2,831,818		$	2,388,791		$	2,225,141
Strategic capital		491,886			406,300			373,889
Development management and other		6,917			9,358			19,104
Total revenues		3,330,621			2,804,449			2,618,134
Expenses:
Rental		734,266			600,648			569,523
Strategic capital		184,661			157,040			155,141
General and administrative		266,718			238,985			231,059
Depreciation and amortization		1,139,879			947,214			879,140
Other		13,149			13,560			12,205
Total expenses		2,338,673			1,957,447			1,847,068

Operating income before gains on real estate transactions, net		991,948			847,002			771,066
Gains on dispositions of development properties and land, net		467,577			469,817			327,528
Gains on other dispositions of investments in real estate, net		390,241			371,179			855,437
Operating income		1,849,766			1,687,998			1,954,031

Other income (expense):
Earnings from unconsolidated entities, net		200,178			298,260			248,567
Interest expense		(239,953	)		(229,141	)		(274,486	)
Interest and other income, net		24,213			14,663			13,731
Foreign currency and derivative gains (losses), net		(41,715	)		117,096			(57,896	)
Losses on early extinguishment of debt, net		(16,126	)		(2,586	)		(68,379	)
Total other income (expense)		(73,403	)		198,292			(138,463	)
Earnings before income taxes		1,776,363			1,886,290			1,815,568
Total income tax expense		74,517			63,330			54,609
Consolidated net earnings		1,701,846			1,822,960			1,760,959
Less net earnings attributable to noncontrolling interests		82,222			124,712			63,620
Net earnings attributable to controlling interests		1,619,624			1,698,248			1,697,339
Less preferred unit distributions		6,009			5,935			6,499
Loss on preferred unit repurchase		-			-			3,895
Net earnings attributable to common unitholders	$	1,613,615		$	1,692,313		$	1,686,945

Weighted average common units outstanding – Basic		641,128			575,798			536,335
Weighted average common units outstanding – Diluted		654,903			590,239			552,300

Net earnings per unit attributable to common unitholders – Basic	$	2.48		$	2.90		$	3.10

Net earnings per unit attributable to common unitholders – Diluted	$	2.46		$	2.87		$	3.06

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

PROLOGIS, L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	Years Ended December 31,
	2019			2018			2017
Consolidated net earnings	$	1,701,846		$	1,822,960		$	1,760,959
Other comprehensive income (loss):
Foreign currency translation gains (losses), net		98,482			(190,590	)		63,455
Unrealized gains (losses) on derivative contracts, net		(1,335	)		(1,323	)		22,591
Comprehensive income		1,798,993			1,631,047			1,847,005
Net earnings attributable to noncontrolling interests		(82,222	)		(124,712	)		(63,620	)
Other comprehensive loss (income) attributable to noncontrolling interests		(188	)		3,416			(49,278	)
Comprehensive income attributable to common unitholders	$	1,716,583		$	1,509,751		$	1,734,107

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

PROLOGIS, L.P.

CONSOLIDATED STATEMENTS OF CAPITAL

(In thousands)

	General Partner											Limited Partners
	Preferred						Common					Common						Class A Common						Non-controlling
	Units			Amount			Units		Amount			Units			Amount			Units			Amount			Interests			Total
Balance at January 1, 2017		1,565		$	78,235			528,671	$	14,912,846			5,323		$	150,173			8,894		$	244,417		$	3,072,469		$	18,458,140
Consolidated net earnings		-			-			-		1,652,325			-			18,372			-			26,642			63,620			1,760,959
Effect of equity compensation plans		-			-			2,000		74,526			1,386			41,446			-			-			-			115,972
Capital contributions		-			-			-		-			-			-			-			-			254,214			254,214
Repurchase of preferred units		(186	)		(9,287	)		-		(3,895	)		-			-			-			-			-			(13,182	)
Purchase of noncontrolling interests		-			-			-		(202,040	)		-			-			-			-			(587,976	)		(790,016	)
Redemption of limited partnership units		-			-			-		-			(369	)		(23,831	)		-			-			-			(23,831	)
Conversion of limited partners units		-			-			1,515		47,726			(684	)		(18,753	)		-			-			(28,973	)		-
Foreign currency translation gains, net		-			-			-		13,810			-			146			-			221			49,278			63,455
Unrealized gains on derivative contracts, net		-			-			-		22,005			-			234			-			352			-			22,591
Reallocation of capital		-			-			-		(12,143	)		-			11,829			-			314			-			-
Distributions ($1.76 per common unit) and other		-			-			-		(942,950	)		-			(14,215	)		-			(23,006	)		(162,390	)		(1,142,561	)
Balance at December 31, 2017		1,379		$	68,948			532,186	$	15,562,210			5,656		$	165,401			8,894		$	248,940		$	2,660,242		$	18,705,741
Consolidated net earnings		-			-			-		1,649,361			-			24,422			-			24,465			124,712			1,822,960
Effect of equity compensation plans		-			-			1,251		33,556			2,087			52,219			-			-			-			85,775
DCT Transaction, net of issuance costs		-			-			96,179		6,322,629			3,551			233,472			-			-			64,620			6,620,721
Capital contributions		-			-			-		-			-			-			-			-			181,866			181,866
Repurchase of preferred units		-			-			-		(11,257	)		-			-			-			-			(11,471	)		(22,728	)
Redemption of limited partnership units		-			-			-		-			(778	)		(50,390	)		(45	)		(2,802	)		-			(53,192	)
Foreign currency translation losses, net		-			-			-		(181,728	)		-			(3,035	)		-			(2,411	)		(3,416	)		(190,590	)
Unrealized losses on derivative contracts, net		-			-			-		(1,285	)		-			(21	)		-			(17	)		-			(1,323	)
Reallocation of capital		-			-			-		(20,849	)		-			(28,969	)		-			49,818			-			-
Distributions ($1.92 per common unit) and other		-			-			-		(1,123,492	)		-			(21,818	)		-			(22,948	)		(180,084	)		(1,348,342	)
Balance at December 31, 2018		1,379		$	68,948			629,616	$	22,229,145			10,516		$	371,281			8,849		$	295,045		$	2,836,469		$	25,800,888
Consolidated net earnings		-			-			-		1,572,959			-			26,211			-			20,454			82,222			1,701,846
Effect of equity compensation plans		-			-			961		37,018			1,525			67,691			-			-			-			104,709
Capital contributions		-			-			-		-			-			-			-			-			11,604			11,604
Purchase of noncontrolling interests		-			-			-		2,133			-			-			-			-			(15,383	)		(13,250	)
Redemption of noncontrolling interests		-			-			-		(8,045	)		-			-			-			-			(13,048	)		(21,093	)
Redemption of limited partnership units		-			-			1,220		40,935			(2,108	)		(120,387	)		(236	)		(7,888	)		-			(87,340	)
Contribution to Brazil venture		-			-			-		-			-			-			-			-			(12,630	)		(12,630	)
Foreign currency translation gains, net		-			-			-		95,572			-			1,502			-			1,220			188			98,482
Unrealized losses on derivative contracts, net		-			-			-		(1,299	)		-			(19	)		-			(17	)		-			(1,335	)
Reallocation of capital		-			-			-		(38,561	)		-			36,603			-			1,958			-			-
Distributions ($2.12 per common unit) and other		-			-			-		(1,345,678	)		-			(27,806	)		-			(22,585	)		(114,028	)		(1,510,097	)
Balance at December 31, 2019		1,379		$	68,948			631,797	$	22,584,179			9,933		$	355,076			8,613		$	288,187		$	2,775,394		$	26,071,784

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

PROLOGIS, L.P

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Years Ended December 31,
	2019			2018			2017
Operating activities:
Consolidated net earnings	$	1,701,846		$	1,822,960		$	1,760,959
Adjustments to reconcile net earnings to net cash provided by operating activities:
Straight-lined rents and amortization of above and below market leases		(98,426	)		(66,938	)		(81,021	)
Equity-based compensation awards		97,557			76,093			76,640
Depreciation and amortization		1,139,879			947,214			879,140
Earnings from unconsolidated entities, net		(200,178	)		(298,260	)		(248,567	)
Operating distributions from unconsolidated entities		346,517			349,877			307,220
Decrease (increase) in operating receivables from unconsolidated entities		11,557			(39,890	)		(30,893	)
Amortization of debt discounts and debt issuance costs, net		17,006			12,653			751
Gains on dispositions of development properties and land, net		(467,577	)		(469,817	)		(327,528	)
Gains on other dispositions of investments in real estate, net		(390,241	)		(371,179	)		(855,437	)
Unrealized foreign currency and derivative losses (gains), net		70,693			(120,358	)		68,956
Losses on early extinguishment of debt, net		16,126			2,586			68,379
Deferred income tax expense (benefit)		12,221			1,448			(5,005	)
Decrease (increase) in accounts receivable, lease right-of-use assets and other assets		(108,165	)		(72,955	)		37,278
Increase in accounts payable and accrued expenses, lease liabilities and other liabilities		115,219			30,125			36,374
Net cash provided by operating activities		2,264,034			1,803,559			1,687,246
Investing activities:
Real estate development		(1,795,137	)		(1,953,144	)		(1,606,133	)
DCT Transaction, net of cash acquired		-			(45,870	)		-
Real estate acquisitions		(1,006,043	)		(999,131	)		(442,696	)
Tenant improvements and lease commissions on previously leased space		(179,274	)		(134,868	)		(153,255	)
Property improvements		(143,029	)		(93,073	)		(110,635	)
Proceeds from dispositions and contributions of real estate properties		2,331,623			2,310,388			3,236,603
Investments in and advances to unconsolidated entities		(276,169	)		(160,358	)		(249,735	)
Acquisition of a controlling interest in unconsolidated entities, net of cash received		-			-			(374,605	)
Return of investment from unconsolidated entities		389,463			360,278			209,151
Proceeds from repayment of notes receivable backed by real estate		-			34,260			32,100
Proceeds from the settlement of net investment hedges		23,640			29,425			7,541
Payments on the settlement of net investment hedges		(30,424	)		(11,703	)		(5,058	)
Net cash provided by (used in) investing activities		(685,350	)		(663,796	)		543,278
Financing activities:
Proceeds from issuance of common partnership units in exchange for contributions from Prologis, Inc.		6,082			6,891			32,858
Distributions paid on common and preferred units		(1,396,051	)		(1,168,133	)		(980,105	)
Repurchase of preferred units		-			-			(13,182	)
Noncontrolling interests contributions		11,604			170,066			240,925
Noncontrolling interests distributions		(114,028	)		(180,084	)		(170,567	)
Settlement of noncontrolling interests		(22,471	)		(22,728	)		(790,016	)
Redemption of common limited partnership units		(87,340	)		(53,192	)		(23,831	)
Tax paid for shares of the Parent withheld		(22,434	)		(26,508	)		(19,775	)
Debt and equity issuance costs paid		(17,656	)		(17,446	)		(7,054	)
Net proceeds from (payments on) credit facilities		127,566			(674,559	)		283,255
Repurchase of and payments on debt		(3,301,827	)		(4,166,088	)		(3,578,889	)
Proceeds from the issuance of debt		3,976,956			4,899,680			2,419,797
Net cash used in financing activities		(839,599	)		(1,232,101	)		(2,606,584	)

Effect of foreign currency exchange rate changes on cash		5,914			(10,852	)		15,790
Net increase (decrease) in cash and cash equivalents		744,999			(103,190	)		(360,270	)
Cash and cash equivalents, beginning of year		343,856			447,046			807,316
Cash and cash equivalents, end of year	$	1,088,855		$	343,856		$	447,046

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. AND PROLOGIS, L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF THE BUSINESS

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 Operations and Strategic Capital. Our Real Estate Operations segment represents the ownership and development of logistics properties. Our Strategic Capital segment represents the management of 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, 2019, the Parent owned a 97.23% common general partnership interest in the OP and 100% of the preferred units in the OP. The remaining 2.77% common limited partnership interests, which include 8.6 million 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.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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. All material 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, 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 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.

Reclassifications. Upon adoption of the new lease standard, as detailed below, rental recoveries for 2017 and 2018 have been reclassified to Rental Revenues in the Consolidated Statements of Income to conform to the 2019 financial statement presentation.

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 and certain of our consolidated subsidiaries that operate as holding companies for foreign investments. 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 the U.S. dollar 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 and 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 and significant nonrecurring transactions of the unconsolidated entities 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), 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 reflected 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 most of our real estate acquisitions are 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 and any excess consideration or bargain purchase amount is allocated to the real estate properties, excluding those identified as held for sale, on a relative fair value basis. Other monetary assets acquired and liabilities assumed, including debt, are recorded at fair value. 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 (“NOI”) 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. 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.

Lease Intangibles. We determine the portion of the purchase price related to intangible assets and liabilities as follows:

•

Above and Below Market Leases. We recognize an asset or liability for acquired in-place leases with favorable or unfavorable rents based on our estimate of current market rents of the applicable markets. The value is recorded in either Other Assets or Other Liabilities, as appropriate, and is amortized over the term of the respective leases, including any bargain renewal options, to rental revenues.

•	Foregone Rent. We calculate the value of the revenue and recovery of costs foregone during a reasonable lease-up period, as if the space was vacant, in each of the applicable markets. The values are recorded in Other Assets and amortized over the remaining life of the respective leases to amortization expense.

•	Leasing Commissions. We recognize an asset for leasing commissions upon the acquisition of in-place leases based on our estimate of the cost to lease space in the applicable markets. The value is recorded in Other Assets and amortized over the remaining life of the respective leases to amortization expense.

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 on 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:

•	Level 1 — Quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date.

•	Level 2 — Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly.

•	Level 3 — Unobservable inputs for the asset or liability.

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 including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves, foreign exchange rates and implied volatilities. We determine the fair values of our interest rate swaps using the market standard methodology of netting the discounted future fixed cash receipts or payments and the discounted expected variable cash payments. We base the variable cash payments on an expectation of future interest rates, or forward curves, derived from observable market interest rate curves. We base the fair values of our net investment hedges on the change in the spot rate at the end of the period as compared with the strike price at inception.

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 related to our change of intent to sell the investments and through our recoverability analysis discussed below. We estimate fair value 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 assessment bonds 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, renovating, rehabilitating 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 stabilization (90% occupied) or one year after completion of construction. 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 35 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 ground leases over the shorter of the estimated life of the building improvement or the contractual term of the underlying ground lease. Capitalized leasing costs are

amortized over the estimated remaining lease term. Our weighted average lease term on leases commenced during 2019, based on square feet for all leases, was 66 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, renovation and rehabilitation; 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 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. With the adoption of the new lease standard on January 1, 2019, we no longer capitalize internal costs related to our leasing activities. Amounts capitalized prior to adoption were not adjusted and continue to be amortized in accordance with previously applicable guidance. 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 real estate assets, whenever events or changes in circumstances indicate that the carrying amounts of these assets may not be fully recoverable. We measure the recoverability of the asset by comparing the carrying amount of the asset to the estimated future undiscounted cash flows. If our analysis indicates that the carrying value of the real estate property is not recoverable on an undiscounted cash flow basis, we recognize an impairment charge for the amount by which the carrying value exceeds the current estimated fair value of the real estate property.

We estimate the future undiscounted cash flows and fair value based on our intent as follows:

•	for real estate properties that we intend to hold long-term; including land held for development, properties currently under development and operating properties; recoverability is assessed based on the estimated undiscounted future net rental income from operating the property and the terminal value, including anticipated costs to develop;

•	for real estate properties we intend to sell, including properties currently under development and operating properties; recoverability is assessed based on proceeds from disposition that are estimated based on the future net rental income of the property, expected market capitalization rates and anticipated costs to develop;

•	for land parcels we intend to sell, recoverability is assessed based on the estimated proceeds from disposition; and

•	for costs incurred related to the potential acquisition of land, operating properties or development of a real estate property, recoverability is assessed based on the probability that the acquisition or development is likely to occur at the measurement date.

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 no longer recognized. Assets held for sale or contribution are reported at the lower of their carrying amount or their estimated fair value less the 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, 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 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. Cash balances may be invested in money market accounts that are not insured. We have not realized any losses in 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. Generally, we borrow in the functional currency of our consolidated subsidiaries. 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 as net investment hedges in foreign operations or interest rate swaps or foreign currency forwards as cash flow hedges. 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 in foreign operations and 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, which we also record in AOCI/L. The ineffective portion of a derivative financial instrument's change in fair value, if any, is immediately recognized in earnings within the line item Foreign Currency and Derivative Gains (Losses), Net in the Consolidated Statements of Income. 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 a derivative financial instrument’s change in fair value is recognized in earnings, generally Interest Expense, at the time the ineffectiveness occurred. To the extent the hedged debt related to our interest rate swaps and forwards is paid off early, we write off the remaining balance in AOCI/L and recognize the amount in Interest Expense in the Consolidated Statements of Income.

In addition to the net investment hedges described above, we may issue debt in a currency that is not the same functional currency of the borrowing entity to hedge our net investment in international entities. We may designate the debt and related accrued interest as a nonderivative net investment hedge to offset the translation and economic exposures related to these entities. The foreign currency movement on the portion of the debt and accrued interest that is hedged at period end is recognized as cumulative translation adjustment in AOCI/L. If the debt and related accrued interest exceeds the net investment in these entities, the foreign currency remeasurement on the unhedged portion of the debt during the period is recognized in Foreign Currency and Derivative Gains (Losses), Net.

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 or did not qualify as hedging instruments are immediately recognized in earnings within the line item Foreign Currency and Derivative Gains (Losses), 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 and forward contracts. If a swap or forward 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, but we reflect the difference in cash received or paid from the noncontrolling interests carrying amount 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.

Revenue Recognition.

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 record amounts reimbursed by our customers as revenues in the period that the applicable expenses are incurred. As the timing and straight-line pattern of transfer to the lessee for rental revenue and the associated rental recoveries are the same and our leases qualify as operating leases, we account for and present rental revenue and rental recoveries as a single component under Rental Revenues. We perform credit analyses of our customers prior to the execution of our leases and continue these analyses 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 property and asset management fees or transactional fees for leasing, acquisition, development, construction, financing, legal 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”) based on a venture’s cumulative returns over a certain time-period and 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 or near the end of the performance period. We generally earn promote revenue directly from third-party investors in the co-investment ventures and occasionally from the venture. 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 recognized as we provide the services or on a cost basis.

Gains on Real Estate Transactions, Net.

Throughout the notes to the Consolidated Financial Statements, Gains on Real Estate Transactions, Net collectively refers 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 the recognition criteria have been met, generally at the time the risks and rewards and title have transferred, and we no longer have substantial continuing involvement with the real estate sold. 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, 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 entities 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 within our development portfolio prior to the sale or contribution.

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 non-developed properties (primarily operating properties) and other real estate transactions as Gains on Other Dispositions of Investments in Real Estate, Net. Generally, any operating property that was previously depreciated prior to sale or contribution is presented within this line item. We also include gains or losses on the remeasurement of equity investments to fair value upon acquisition of a controlling interest and the transaction is considered the acquisition of a business and gains or losses upon the partial redemption of our investment in an unconsolidated entity.

Rental Expenses. Rental expenses principally include the cost of our property management personnel, utilities, repairs and maintenance, property insurance, real estate taxes and the other costs of managing the properties.

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 based on earned promotes. In addition, in order to achieve efficiencies and economies of scale, all of our

property management functions are provided by property management personnel who are assigned to our Real Estate Operations segment. These individuals perform the property-level management of the properties in our owned and managed portfolio, which include properties we consolidate and those we manage that are owned by the unconsolidated co-investment ventures. We allocate the costs of our property management 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, REITs are generally not required to pay federal income taxes if they distribute 100% of their taxable income and meet certain income, asset and stockholder tests. 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 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 at the estimated fair value at the 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 fair value of the tangible and intangible assets at the 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 include 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, operating properties and properties previously sold that we adjust as appropriate as information becomes available.

New Accounting Pronouncements.

New Accounting Standards Adopted

Leases. In February 2016, the Financial Accounting Standards Board (“FASB”) issued an accounting standard update (“ASU”) that provided the principles for the recognition, measurement, presentation and disclosure of leases. The guidance amended the existing accounting standards, including a new requirement that lessees recognize right-of-use assets and lease liabilities for leases with terms greater than twelve months in the Consolidated Balance Sheets. Additional guidance and targeted improvements to the February 2016

ASU were made through the issuance of supplementary ASUs in July 2018, December 2018 and March 2019. We refer to all three ASUs collectively as the “new lease standard.”

We adopted the new lease standard on January 1, 2019 and applied it to leases that were in place on the effective date. Results for reporting periods beginning January 1, 2019 are presented under the new lease standard.

We elected the package of practical expedients and were not required to reassess the following upon adoption: (i) whether an expired or existing contract met the definition of a lease; (ii) the lease classification at January 1, 2019 for existing leases; and (iii) whether leasing costs previously capitalized as initial direct costs would continue to be amortized. This allowed us to continue to account for our existing ground and office space leases as operating leases, however, any new or renewed ground leases after January 1, 2019 may be classified as financing leases unless they meet certain conditions to be considered a lease involving land owned by a government unit or authority. Upon adoption, we did not have an adjustment to the opening balance of retained earnings due to the election of these practical expedients.

•

As a lessor. The new lease standard required that lessors expense, on an as-incurred basis, certain initial direct costs that are not incremental in negotiating a lease. Initial direct costs include the salaries and related costs for employees directly working on leasing activities. Prior to January 1, 2019, these costs were capitalizable in Other Assets and therefore the new lease standard resulted in certain of these costs being expensed as incurred through Rental Expenses. During the years ended December 31, 2018 and 2017, we capitalized $21.2 million and $23.8 million, respectively, of internal costs related to our leasing activities. We will continue to amortize initial direct costs capitalized prior to January 1, 2019.

We adopted the practical expedient that allowed us to not separate expenses reimbursed by our customers (“rental recoveries”) from the associated rental revenue if certain criteria were met. We assessed these criteria and concluded that the timing and straight-line pattern of transfer to the lessee for rental revenue and the associated rental recoveries are the same and as our leases qualify as operating leases, we accounted for and presented rental revenue and rental recoveries as a single component under Rental Revenues in our Consolidated Statements of Income for the year ended December 31, 2019. As a result of our adoption of this practical expedient, we also presented $1.9 billion and $1.7 billion of rental revenue and $529.9 million and $487.3 million of rental recoveries as a single component in the Consolidated Statements of Income for the years ended December 31, 2018 and 2017, respectively, to conform to the 2019 new presentation.

•	As a lessee. At January 1, 2019 we recognized Lease Right-of-Use (“ROU”) Assets and Lease Liabilities, principally for our ground and office space leases, in which we are the lessee.

See Note 4 for further disclosure around our adoption of the new lease standard.

Derivatives and Hedging. In August 2017, the FASB issued an ASU that simplified the application of hedge accounting guidance in current GAAP and improved the reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its consolidated financial statements. Among the simplification updates, the ASU eliminated the requirement in current GAAP to separately recognize periodic hedge ineffectiveness. Mismatches between the changes in value of the hedged item and hedging instrument may still occur but they will no longer be separately reported. The ASU required the presentation of the earnings effect of the hedging instrument in the same income statement line item in which the earnings effect of the hedged item is reported. We adopted the ASU on January 1, 2019 on a modified retrospective basis and there was no adjustment to the opening balance of retained earnings.

NOTE 3. DCT TRANSACTION

We acquired DCT Industrial Trust Inc. and DCT Industrial Operating Partnership LP (collectively “DCT”) on August 22, 2018 (“DCT Transaction”).

The DCT Transaction was completed for $8.5 billion through the issuance of equity based on the closing price of Prologis’ common stock on August 21, 2018 and the assumption of debt. In connection with the transaction, each issued and outstanding share or unit held by a DCT stockholder or unitholder was converted automatically into 1.02 shares of Prologis common stock or common units of Prologis, L.P., respectively, including shares and units under DCT’s equity incentive plan that became fully vested at closing.

Through the DCT Transaction, we acquired a portfolio of logistics real estate assets that consisted of 408 operating properties, aggregating 68.0 million square feet, 10 properties under development, aggregating 2.8 million square feet and 305 acres of land with build-out potential of 4.5 million square feet.

The aggregate equity consideration of approximately $6.6 billion is calculated below (in millions, except price per share):

Number of Prologis shares and units issued upon conversion of DCT shares and units at August 21, 2018		99.73
Multiplied by price of Prologis' common stock on August 21, 2018	$	65.75
Fair value of Prologis shares and units issued	$	6,557

We accounted for the DCT Transaction as an asset acquisition and as a result the transaction costs of $50.0 million were capitalized to the basis of the acquired properties. Transaction costs include investment banker advisory fees, legal fees and other costs.

Under acquisition accounting, the total purchase price was allocated to the DCT tangible and identifiable intangible assets acquired and liabilities assumed based on their relative fair values as follows (in millions):

Net investments in real estate	$	8,362
Intangible assets, net of intangible liabilities		292
Cash and other assets		24
Debt		(1,863	)
Accounts payable, accrued expenses and other liabilities		(143	)
Noncontrolling interests		(65	)
Total purchase price, including transaction costs	$	6,607

NOTE 4. REAL ESTATE

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

	Square Feet				Number of Buildings
	2019		2018 (1)		2019		2018 (1)		2019		2018 (1)
Operating properties:
Buildings and improvements		354,297		354,762		1,876		1,858	$	23,067,625	$	22,587,267
Improved land										8,220,208		8,044,888
Development portfolio, including land costs:
Prestabilized		9,133		8,709		28		30		784,584		828,064
Properties under development		26,893		27,715		77		70		1,084,683		1,314,737
Land (2)										1,101,646		1,192,220
Other real estate investments (3)										965,668		619,811
Total investments in real estate properties										35,224,414		34,586,987
Less accumulated depreciation										5,437,662		4,656,680
Net investments in real estate properties									$	29,786,752	$	29,930,307

(1)	The portfolio acquired in the DCT Transaction, excluding 49 operating properties classified as Assets Held for Sale or Contribution, was included in investments in real estate at December 31, 2018. See Note 3 for more information.

(2)	At December 31, 2019 and 2018, our land was comprised of 4,411 and 4,929 acres, respectively.

(3)

Included in other real estate investments were: (i) non-logistics real estate; (ii) land parcels that are ground leased to third parties; (iii) our corporate headquarters; (iv) costs related to future development projects, including purchase options on land; (v) earnest money deposits associated with potential acquisitions; and (vi) infrastructure costs related to projects we are developing on behalf of others.

At December 31, 2019, we owned 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).

Acquisitions

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

	2019		2018		2017 (2)
Number of operating properties		22		20		16
Square feet		1,405		4,757		6,859
Acres of land		1,269		1,210		1,392
Acquisition cost of net investments in real estate properties (1)	$	1,074,815	$	1,008,718	$	1,139,410

(1)	Includes the acquisition cost of properties classified in other real estate investments of $302.9 million, $72.3 million and $50.5 million for the years ended December 31, 2019, 2018 and 2017, respectively.

(2)

In August 2017, we acquired our partner’s interest in certain joint ventures in Brazil for an aggregate price of R$1.2 billion ($381.7 million). As a result of this transaction, we began consolidating real estate properties that included twelve operating properties, two prestabilized properties and 531 acres of undeveloped land. We accounted for the transaction as a step-acquisition under the business combination rules and recognized a gain. The results of operations for these real estate properties were not significant in 2017. In January 2019, we contributed the majority of these real estate assets into a newly formed joint venture.

On February 4, 2020, we completed the acquisition of Liberty Property Trust and Liberty Property Limited Partnership (collectively “Liberty” or the “Liberty Transaction”). The Liberty Transaction was completed for approximately $13 billion through the issuance of

equity based on the value of the Prologis common stock issued using the closing price on February 3, 2020 and the assumption of debt. The Liberty portfolio was primarily comprised of logistics real estate assets, including 502 consolidated industrial operating properties, aggregating 96.4 million square feet, which were highly complementary to our U.S. portfolio in terms of product quality, location and growth potential in our key markets. For further information on the Liberty Transaction see Note 20.

Dispositions

The following table summarizes our gains on real estate transactions for the years ended December 31 (dollars and square feet in thousands):

	2019		2018		2017
Gains on dispositions of development properties and land, net
Contributions to unconsolidated entities
Number of properties		26		36		29
Square feet		8,676		12,230		10,049
Net proceeds	$	1,328,858	$	1,459,963	$	1,394,403
Gains on contributions, net (1)	$	402,922	$	422,540	$	310,869

Dispositions to third parties
Number of properties		5		8		6
Square feet		1,351		3,297		2,322
Net proceeds	$	204,197	$	343,277	$	290,679
Gains on dispositions, net	$	64,655	$	47,277	$	16,659
Total gains on dispositions of development properties and land, net	$	467,577	$	469,817	$	327,528

Gains on other dispositions of investments in real estate, net
Contributions to unconsolidated entities (2)(3)
Number of properties		19		4		193
Square feet		8,212		885		38,122
Net proceeds	$	840,906	$	51,466	$	1,807,583
Gains on contributions, net (1)	$	98,062	$	36,567	$	536,165

Dispositions to third parties
Number of properties		47		70		104
Square feet		7,604		12,150		14,825
Net proceeds (4)	$	651,306	$	905,210	$	990,822
Gains on dispositions, net (4)	$	157,157	$	334,612	$	258,052
Gains on revaluation of equity investments upon acquisition of a controlling interest	$	-	$	-	$	61,220
Gains on partial redemptions of investment in an unconsolidated co-investment venture (5)	$	135,022	$	-	$	-
Total gains on other dispositions of investments in real estate, net	$	390,241	$	371,179	$	855,437

(1)

Amounts in 2019 and 2018 reflect the adoption of the new revenue recognition standard under which we recognized the entire gain attributed to contributions of real estate properties to unconsolidated entities. Amounts in 2017 reflect our prior recognition of the gain to the extent of the third-party ownership in the unconsolidated entity acquiring the property with the deferral of a portion of the gain related to our ownership.

(2)	In 2017, we contributed 190 operating properties totaling 37.1 million square feet owned by Prologis North American Industrial Fund ("NAIF") to Prologis Targeted U.S. Logistics Fund ("USLF"), our unconsolidated co-investment venture. In exchange for the contribution, we received cash proceeds and additional units and USLF assumed $956.0 million of secured debt.

(3)	In 2019, we formed Prologis Brazil Logistics Venture (“PBLV”), a Brazilian unconsolidated co-investment venture, with one partner. We contributed an initial portfolio of real estate properties to PBLV consisting of 14 operating properties totaling 6.9 million square feet and 371 acres of land. We received cash proceeds and units for our 20% equity interest.

(4)	In 2017, we sold our investment in Europe Logistics Venture 1.

(5)	In 2019, we redeemed a portion of our investment in a European unconsolidated co-investment venture.

Leases

As a Lessor

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. Our weighted average lease term remaining was 50 and 52 months based on square feet for all leases in effect at December 31, 2019 and 2018, respectively.

The following table summarizes the minimum lease payments due from our customers on leases with an original lease term greater than one year for space in our operating properties, prestabilized and under development properties, leases of land subject to ground leases and assets held for sale or contribution at December 31 (in thousands):

	2019			2018
2020	$	2,133,581	2019	$	2,006,475
2021		1,922,139	2020		1,867,253
2022		1,618,649	2021		1,589,102
2023		1,317,729	2022		1,278,281
2024		1,013,632	2023		990,970
Thereafter		3,479,038	Thereafter		3,293,320
Total	$	11,484,768	Total	$	11,025,401

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

As a Lessee

We have approximately 130 ground and office space leases in which we are the lessee, which primarily qualify as operating leases, with remaining lease terms of 1 to 90 years at December 31, 2019.

The following table summarizes the fixed, future minimum rental payments, excluding variable costs, for which the lease has commenced at December 31st, with amounts for 2019 discounted by our incremental borrowing rates to calculate the lease liabilities of our leases (in thousands):

	2019			2018
2020	$	43,529	2019	$	38,769
2021		46,038	2020		38,267
2022		41,624	2021		34,307
2023		39,915	2022		32,312
2024		35,400	2023		30,180
Thereafter		776,205	Thereafter		670,147
Total undiscounted rental payments		982,711	Total undiscounted rental payments	$	843,982
Less imputed interest		511,077
Total lease liabilities	$	471,634

The weighted average remaining lease term for these leases was 33 and 28 years at December 31, 2019 and 2018, 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 incremental borrowing rate was 3.7% at December 31, 2019. 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.

NOTE 5. UNCONSOLIDATED ENTITIES

Summary of Investments

We have investments in entities through a variety of ventures. We co-invest in entities that own multiple properties with partners and investors and we provide asset 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 that we do not manage, 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):

	2019		2018
Unconsolidated co-investment ventures	$	5,873,784	$	5,407,838
Other ventures		363,587		337,456
Total	$	6,237,371	$	5,745,294

Unconsolidated Co-Investment Ventures

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

	Ownership Percentage						Investment in and Advances to
Co-Investment Venture	2019			2018			2019		2018
Prologis Targeted U.S. Logistics Fund, L.P. (“USLF”)		27.3	%		27.4	%	$	1,728,043	$	1,456,427
FIBRA Prologis (1)		47.1	%		46.7	%		517,347		536,377
Prologis European Logistics Partners Sàrl (“PELP”) (2)		50.0	%		50.0	%		1,595,331		1,517,115
Prologis European Logistics Fund (“PELF”)		24.1	%		27.9	%		1,144,831		1,198,904
Prologis UK Logistics Venture (“UKLV”) (2)		15.0	%		15.0	%		59,937		68,002
Nippon Prologis REIT, Inc. (“NPR”) (3)		15.1	%		15.1	%		544,333		472,035
Prologis China Core Logistics Fund, LP (“PCCLF”) (4)		15.6	%		-			59,984		-
Prologis China Logistics Venture I, LP, II, LP and III, LP (“Prologis China Logistics Venture”) (2)(4)		15.0	%		15.0	%		83,285		141,071
Prologis Brazil Logistics Venture (“PBLV”) and other joint ventures (2)(5)		20.0	%		10.0	%		140,693		17,907
Total							$	5,873,784	$	5,407,838

(1)	At December 31, 2019, we owned 305.8 million units of FIBRA Prologis that had a closing price of Ps 41.07 ($2.18) per unit on the Mexican Stock Exchange. We have granted FIBRA Prologis a right of first refusal with respect to stabilized properties that we plan to sell in Mexico.

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

(3)	At December 31, 2019, we owned 0.4 million units of NPR that had a closing price of ¥276,400 ($2,546) per share on the Tokyo Stock Exchange. For any properties we develop and plan to sell in Japan, we have committed to offer those properties to NPR.

At December 31, 2019 and 2018, we had receivables from NPR of $136.3 million and $122.0 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.

(4)

In 2019, we formed PCCLF, an unconsolidated co-investment venture investing in properties in China, with eight partners. At that time, we and our existing partner in Prologis China Logistics Venture I, LP received equity interests in PCCLF for the contribution of the existing portfolio of assets consisting of 79 properties totaling 22 million square feet. The seven new partners contributed cash, which was used to redeem a portion of our existing partner’s investment in PCCLF. We maintained our ownership percentage in these assets subsequent to the contribution and therefore did not recognize a gain.

(5)	In 2019, we formed PBLV and hold an 20.0% equity ownership in the venture. In the table above, we reflect our ownership in PBLV and exclude our 10.0% ownership in the other joint ventures. See Note 4 for more information on PBLV.

The amounts recognized in Strategic Capital Revenues and Earnings from Unconsolidated Entities, Net depend on the size and operations 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 and allocated property-level management costs for the properties owned by the ventures.

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

	2019		2018		2017
Recurring fees	$	266,615	$	230,746	$	195,513
Transactional fees		57,334		55,816		48,225
Promote revenue (1)		165,635		116,290		127,519
Total strategic capital revenues from unconsolidated co-investment ventures (2)	$	489,584	$	402,852	$	371,257

(1)	Includes promote revenue earned from unconsolidated co-investment ventures principally in Europe in 2019, China and Europe in 2018 and the U.S. in 2017.

(2)	These amounts exclude strategic capital revenues from other ventures.

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

	U.S.						Other Americas						Europe						Asia						Total
As of:	2019			2018			2019 (1)			2018			2019			2018			2019 (2)			2018			2019			2018
Key property information:
Ventures		1			1			2			2			3			3			3			2			9			8
Operating properties		605			566			214			209			731			669			144			125			1,694			1,569
Square feet		99			91			44			39			176			159			59			51			378			340

Financial position:
Total assets ($)		8,408			7,303			2,707			2,137			14,677			13,028			8,758			7,089			34,550			29,557
Third-party debt ($)		2,130			2,094			769			838			3,213			2,548			3,296			2,668			9,408			8,148
Total liabilities ($)		2,514			2,350			801			862			4,575			3,615			3,751			3,006			11,641			9,833

Our investment balance ($) (3)		1,728			1,457			658			554			2,800			2,784			688			613			5,874			5,408
Our weighted average ownership (4)		27.3	%		27.4	%		39.1	%		44.4	%		30.2	%		33.2	%		15.1	%		15.1	%		27.1	%		28.3	%

	U.S.						Other Americas						Europe						Asia						Total
Operating Information:	2019		2018		2017		2019 (1)		2018		2017		2019		2018		2017		2019		2018		2017		2019		2018		2017
For the years ended:
Total revenues ($)		738		676		533		266		217		245		1,099		1,101		1,030		514		457		372		2,617		2,451		2,180
Net earnings ($)		128		150		139		91		63		71		311		509		406		49		88		182		579		810		798

Our earnings from unconsolidated co-investment ventures, net ($)		38		45		33		32		26		26		102		193		146		10		15		29		182		279		234

(1)	PBLV and our other Brazilian joint ventures are combined as one venture for the purpose of this table.

(2)	As discussed above, the formation of PCCLF in 2019 increased the number of ventures in Asia.

(3)

Prologis’ investment balance is presented at our adjusted basis derived from the ventures’ U.S. GAAP information. The difference between our ownership interest of a venture’s equity and our investment balance at December 31, 2019 and 2018, results principally from four types of transactions: (i) deferred gains from the contribution of property to a venture prior to January 1, 2018 ($611.5 million and $635.9 million, respectively); (ii) recording additional costs associated with our investment in the venture ($87.2 million and $94.4 million, respectively); (iii) receivables, principally for fees and promotes ($152.0 million and $166.7 million, respectively); and (iv) customer security deposits retained subsequent to property contributions to NPR, as discussed above. For deferred gains from partial sales recorded prior to January 1, 2018, we recognize these gains over the lives of the underlying real estate properties or at the time of disposition to a third party.

(4)	Represents our weighted average ownership interest in all unconsolidated co-investment ventures based on each entity’s contribution of total assets before depreciation, net of other liabilities.

In January 2020, USLF acquired a portfolio of 108 operating properties aggregating 18.3 million square feet from Industrial Property Trust Inc. (“IPT”) in a cash transaction, including the assumption of debt. Our investment in the acquisition was approximately $500 million.

Equity Commitments Related to Certain Unconsolidated Co-Investment Ventures

Certain unconsolidated co-investment ventures have equity commitments from us and our venture partners. Our venture partners fulfill their equity commitment with cash. We may fulfill our equity commitment through contributions of properties or cash. The equity contributions 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 through the remaining commitment period.

At December 31, 2019, our remaining equity commitments were $379.6 million, primarily for Prologis China Logistics Venture. The equity commitments expire from 2020 to 2026.

NOTE 6. ASSETS HELD FOR SALE OR CONTRIBUTION

We had investments in certain real estate properties that met the criteria to be classified as held for sale or contribution at December 31, 2019 and 2018. 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 for each property.

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

	2019		2018
Number of operating properties		28		57
Square feet		9,371		8,236
Total assets held for sale or contribution	$	720,685	$	622,288
Total liabilities associated with assets held for sale or contribution – included in Other Liabilities	$	41,994	$	12,972

NOTE 7. OTHER ASSETS AND OTHER LIABILITIES

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

	2019		2018
Rent leveling	$	404,516	$	346,116
Leasing commissions		381,013		346,852
Acquired lease intangibles		314,179		450,690
Value added taxes receivable		120,923		97,047
Prepaid assets		109,676		108,581
Fixed assets		107,468		112,211
Accounts receivable		85,835		107,141
Other notes receivable		35,308		35,338
Management contracts		14,888		16,257
Derivative assets		13,266		22,731
Deferred income taxes		4,595		8,767
Other		120,190		124,188
Total	$	1,711,857	$	1,775,919

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

	2019		2018
Tenant security deposits	$	269,841	$	240,467
Unearned rents		106,152		86,083
Income tax liabilities		65,652		59,766
Environmental liabilities		63,577		88,863
Acquired lease intangibles		58,525		76,087
Liabilities associated with assets held for sale or contribution		41,994		12,972
Indemnification liability		39,830		36,476
Derivative liabilities		23,851		8,159
Deferred income		11,971		10,088
Value added taxes payable		10,036		11,037
Other		186,172		136,448
Total	$	877,601	$	766,446

The following table summarizes the expected future amortization of leasing commissions and forgone rent (included in acquired lease intangibles) into amortization expense and above and below market leases (included in acquired lease intangibles) and rent leveling net assets into rental revenues, all based on the balances at December 31, 2019 (in thousands):

	Amortization Expense		Net Decrease (Increase) to Rental Revenues
2020	$	170,807	$	(16,377	)
2021		134,137		20,076
2022		104,372		41,895
2023		79,452		49,773
2024		56,699		46,305
Thereafter		125,877		228,167
Total	$	671,344	$	369,839

NOTE 8. DEBT

All debt is incurred by the OP or its consolidated subsidiaries.

The following table summarizes our debt at December 31 (dollars in thousands):

	2019					2018
	Weighted Average Interest Rate (1)			Amount Outstanding (2)		Weighted Average Interest Rate (1)			Amount Outstanding (2)
Credit facilities		0.4	%	$	184,255		3.4	%	$	50,500
Senior notes (3)		2.4	%		9,660,570		2.7	%		8,304,147
Term loans and unsecured other		0.9	%		1,441,882		1.8	%		1,921,428
Secured mortgage (4)		3.4	%		619,170		5.1	%		813,740
Total		2.2	%	$	11,905,877		2.7	%	$	11,089,815

(1)	The interest rates presented represent the effective interest rates (including amortization of debt issuance costs and the noncash premiums or discounts) at the end of the period for the debt outstanding.

(2)	We borrow in the functional currencies of the countries where we invest. Included in the outstanding balances at December 31 were borrowings denominated in the following currencies:

	2019					2018
	Amount Outstanding		% of Total			Amount Outstanding		% of Total
British pound sterling	$	656,549		5.5	%	$	635,972		5.8	%
Canadian dollar		279,730		2.3	%		266,337		2.4	%
Euro		6,128,986		51.5	%		4,893,693		44.1	%
Japanese yen		2,329,381		19.6	%		1,951,844		17.6	%
U.S. dollar		2,511,231		21.1	%		3,341,969		30.1	%
Total	$	11,905,877				$	11,089,815

(3)	Senior notes are due from January 2020 to September 2049 with effective interest rates ranging from -0.1% to 4.5% at December 31, 2019. The senior notes of €400 million ($445.9 million) bearing a floating rate of Euribor plus 0.3%, were redeemed in January 2020, primarily with the proceeds from the senior notes issued in September 2019, as discussed below.

(4)	Secured mortgage debt is due from April 2020 to November 2027 with effective interest rates ranging from 0.2% to 7.8% at December 31, 2019. The debt was principally secured by 87 operating properties, one prestabilized property and one property under development with an aggregate undepreciated cost of $1.7 billion at December 31, 2019.

Credit Facilities

In 2019, we recast our global senior credit facility (the “Global Facility”), under which we may draw in British pounds sterling, Canadian dollars, euro, Japanese yen, Mexican pesos and U.S. dollars on a revolving basis up to $3.5 billion (subject to currency fluctuations). Pricing under the Global Facility, including the spread over LIBOR, facility fees and letter of credit fees, varies primarily based on the public debt ratings of the OP. The Global Facility is scheduled to mature in January 2023; however, we may extend the maturity date for six months on two occasions, subject to the satisfaction of certain conditions and payment of extension fees. We have the ability to increase the Global Facility to $4.5 billion, subject to currency fluctuations and obtaining additional lender commitments.

We also have a Japanese yen revolver (the “Revolver”) with availability of ¥50.0 billion ($460.6 million at December 31, 2019). We have the ability to increase the Revolver to ¥65.0 billion ($598.8 million at December 31, 2019), subject to obtaining additional lender commitments. Pricing under the Revolver, including the spread over LIBOR, facility fees and letter of credit fees, varies based on the public debt ratings of the OP. The Revolver is scheduled to mature in February 2021; however, we may extend the maturity date for one year, subject to the satisfaction of certain conditions and payment of extension fees.

We refer to the Global Facility and the Revolver, collectively, as our “Credit Facilities.”

The following table summarizes information about our Credit Facilities (dollars in millions):

	2019			2018			2017
For the years ended December 31:
Weighted average daily interest rate		1.5	%		3.1	%		1.3	%
Weighted average daily borrowings	$	85		$	253		$	111
Maximum borrowings outstanding at any month-end	$	257		$	485		$	317
At December 31:
Aggregate lender commitments	$	3,946		$	3,470		$	3,490
Less:
Borrowings outstanding		184			51			317
Outstanding letters of credit		36			31			33
Current availability	$	3,726		$	3,388		$	3,140

Senior Notes

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

The following table summarizes the issuances of senior notes during 2019 (principal in thousands):

Initial Borrowing Date	Principal (1)				Stated Interest Rate	Maturity Date
	Borrowing Currency		USD
March	¥	10,000,000	$	90,531	1.2%	March 2039
September	€	1,800,000	$	1,987,200	0.3% – 1.5%	September 2027 – 2049

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

Term Loans

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

Term Loan	Borrowing Currency	Initial Borrowing Date	Lender Commitment at 2019				Amount Outstanding at 2019			Amount Outstanding at 2018			Interest Rate	Maturity Date
			Borrowing Currency		USD		USD			USD
2017 Term Loan (1)	USD, EUR, JPY and GBP	June 2014	$	500,000	$	500,000	$	-		$	500,000		LIBOR + 0.9%	May 2020
2015 Canadian Term Loan	CAD	December 2015	$	170,506	$	131,214		131,214			125,107		CDOR + 0.9%	February 2023
2016 Yen Term Loan (2)	JPY	August 2016		-		-		-			909,813		Yen LIBOR + 0.7%	August 2022 – 2023
March 2017 Yen Term Loan	JPY	March 2017	¥	12,000,000	$	110,553		110,553			109,178		0.9% and 1.0%	March 2027 – 2028
October 2017 Yen Term Loan	JPY	October 2017	¥	10,000,000	$	92,127		92,127			90,981		0.9%	October 2032
December 2018 Yen Term Loan	JPY	December 2018	¥	20,000,000	$	184,254		184,254			181,963		1.2% and Yen LIBOR + 0.7%	December 2031 – June 2033
January 2019 Yen Term Loan	JPY	January 2019	¥	15,000,000	$	138,191		138,191			-		Yen LIBOR + 0.5% to 0.6%	January 2028 – 2030
March 2019 Yen Term Loan (2)	JPY	March 2019	¥	85,000,000	$	783,082		783,082			-		Yen LIBOR + 0.4%	March 2026
Subtotal								1,439,421			1,917,042
Debt issuance costs, net								(8,484	)		(8,230	)
Total term loans							$	1,430,937		$	1,908,812

(1)	We may increase the borrowings on the 2017 Term Loan up to $1.0 billion, subject to obtaining additional lender commitments. We paid down $1.3 billion and $2.0 billion and reborrowed $777.2 million and $2.0 billion in 2019 and 2018, respectively. We may extend the maturity date twice, by one year each, subject to the satisfaction of certain conditions and the payment of an extension fee.

(2)	During 2019, we repaid the outstanding balance of ¥100.0 billion ($897.4 million) on our 2016 Yen Term Loan, primarily with the proceeds from the March 2019 Yen Term Loan. We have the ability to increase the March 2019 Yen Term Loan to ¥120.0 billion ($1.1 billion at December 31, 2019), subject to obtaining additional lender commitments.

Long-Term Debt Maturities

Scheduled principal payments due on our debt for each year through the period ended December 31, 2024, and thereafter were as follows at December 31, 2019 (in thousands):


	Credit		Senior			Term Loans			Secured
Maturity	Facilities		Notes			and Other			Mortgage			Total
2020 (1)	$	-	$	449,360		$	10,945		$	75,448		$	535,753
2021 (2)		184,255		786,380			-			95,646			1,066,281
2022		-		786,380			-			12,007			798,387
2023		-		850,000			131,214			33,981			1,015,195
2024		-		786,380			-			262,375			1,048,755
Thereafter		-		6,080,150			1,308,207			141,989			7,530,346
Subtotal		184,255		9,738,650			1,450,366			621,446			11,994,717
Premiums (discounts), net		-		(46,568	)		-			498			(46,070	)
Debt issuance costs, net		-		(31,512	)		(8,484	)		(2,774	)		(42,770	)
Total	$	184,255	$	9,660,570		$	1,441,882		$	619,170		$	11,905,877

(1)	As discussed above, in January 2020 we redeemed €400 million ($445.9 million) of senior notes. We expect to repay the remaining amounts maturing in the next twelve months with cash generated from operations, proceeds from dispositions of real estate properties, or as necessary, with additional borrowings.

(2)	Included in the 2021 maturities was the Revolver that can be extended until 2022.

Interest Expense

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

	2019			2018			2017
Gross interest expense	$	271,451		$	268,942		$	328,228
Amortization of debt discounts (premiums), net		3,713			(590	)		(13,728	)
Amortization of debt issuance costs, net		13,293			13,243			14,479
Interest expense before capitalization	$	288,457		$	281,595		$	328,979
Capitalized amounts		(48,504	)		(52,454	)		(54,493	)
Net interest expense	$	239,953		$	229,141		$	274,486
Total cash paid for interest, net of receipts and amounts capitalized	$	214,375		$	205,485		$	278,313

Early Extinguishment of Debt

Over the last three years, we repurchased 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.

The following table summarizes the activity related to the repurchase of debt and the net loss on early extinguishment of debt for 2019 and 2017 (in millions):

	2019		2017
Senior notes:
Original principal amount	$	656.3	$	1,495.3
Cash purchase price	$	669.1	$	1,566.5
Secured mortgage debt:
Original principal amount	$	432.8	$	538.3
Cash repayment price	$	432.9	$	538.3
Total:
Original principal amount	$	1,089.1	$	2,033.6
Cash purchase/repayment price	$	1,102.0	$	2,104.8
Losses on early extinguishment of debt	$	16.1	$	68.4

In 2018, we recognized $2.6 million in losses primarily due to the extinguishment of $1.8 billion of debt assumed in the DCT Transaction. The loss associated with the DCT Transaction represented the excess of the prepayment penalties of $48.7 million over the $46.5 million premium recorded upon the assumption of the debt.

Financial Debt Covenants

We have $9.7 billion of senior notes and $1.4 billion of term loans outstanding at December 31, 2019 that were subject to certain financial covenants under their related indentures. We are also subject to financial covenants under our Credit Facilities and certain secured mortgage debt. At December 31, 2019, we were in compliance with all of our financial debt covenants.

Guarantee of Finance Subsidiary Debt

In 2018, we formed 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).

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 3-10 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.

NOTE 9. STOCKHOLDERS’ EQUITY OF PROLOGIS, INC.

Shares Authorized

At December 31, 2019, 1.1 billion shares were authorized to be issued by the Parent, of which 1.0 billion shares represent common 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.

Common Stock

On August 22, 2018, we issued 96.2 million common shares in the DCT Transaction. See Note 3 for more detail on the transaction.

We did not issue any shares of common stock under our at-the-market program during 2019, 2018 and 2017. We have an equity distribution agreement that allows us to sell up to $750 million aggregate gross sales proceeds of shares of common stock, of which $535.2 million remains available for sale through six designated agents. These agents earn a fee of up to 2% of the gross proceeds as agreed to on a transaction-by-transaction basis.

Under the 2012 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.

Preferred Stock

At December 31, 2019 and 2018 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.

Ownership Restrictions

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 capital 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.

Dividends

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.

Our tax return for the year ended December 31, 2019 has not been filed. The taxability information presented for our dividends paid in 2019 is based on management’s estimate. Our tax returns for open tax years have not been examined by the Internal Revenue Service, other than those discussed in Note 13. Consequently, the taxability of dividends is subject to change.

In 2019, 2018 and 2017, we paid all of our dividends in cash.

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

	2019 (1)		2018		2017
Common Stock:
Ordinary income	$	2.08	$	1.34	$	1.23
Qualified dividend		0.00		0.03		0.01
Capital gains		0.04		0.55		0.52
Total distribution	$	2.12	$	1.92	$	1.76
Preferred Stock – Series Q:
Ordinary income	$	4.00	$	2.98	$	2.91
Qualified dividend		0.01		0.06		0.08
Capital gains		0.26		1.23		1.28
Total dividend	$	4.27	$	4.27	$	4.27

(1)	Taxability for 2019 is estimated.

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.

NOTE 10. PARTNERS’ CAPITAL OF PROLOGIS, L.P.

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 August 22, 2018, we issued 3.6 million common limited partnership units in the OP in the DCT Transaction. See Note 3 for more detail on the transaction.

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, 2019 and 2018, the Class A Units were convertible into 8.1 million and 8.4 million common limited partnership units, respectively. 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. Dividends paid to the Class A Units were $2.58660 annually during the years ended December 31, 2019, 2018 and 2017.

NOTE 11. NONCONTROLLING INTERESTS

Prologis, L.P.

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, into 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.

Prologis, Inc.

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 our ownership percentages and noncontrolling interests and the consolidated entities’ total assets and total liabilities at December 31 (dollars in thousands):

	Our Ownership Percentage						Noncontrolling Interests				Total Assets				Total Liabilities
	2019			2018			2019		2018		2019		2018		2019		2018
Prologis U.S. Logistics Venture		55.0	%		55.0	%	$	2,677,846	$	2,697,095	$	6,077,016	$	6,072,087	$	99,397	$	92,782
Other consolidated entities (1)	various			various				97,548		139,374		849,620		1,045,202		85,186		53,145
Prologis, L.P.								2,775,394		2,836,469		6,926,636		7,117,289		184,583		145,927
Limited partners in Prologis, L.P. (2)(3)								643,263		666,326		-		-		-		-
Prologis, Inc.							$	3,418,657	$	3,502,795	$	6,926,636	$	7,117,289	$	184,583	$	145,927

(1)	Includes our two partnerships that have issued limited partnership units to third parties, as discussed above, along with various other consolidated entities. The limited partnership units outstanding at December 31, 2019 and 2018 were exchangeable into cash or, at our option, 0.3 million and 0.7 million shares of the Parent’s common stock, respectively.

(2)	We had 8.6 million and 8.8 million Class A Units that were convertible into 8.1 million and 8.4 million limited partnership units of the OP at December 31, 2019 and 2018, respectively. See Note 10 for further discussion of our Class A Units.

(3)

At December 31, 2019 and 2018, excluding the Class A Units, there were limited partnership units in the OP that were exchangeable into cash or, at our option, 6.2 million and 7.2 million shares of the Parent’s common stock, respectively. Also included are the vested OP Long-Term Incentive Plan Units associated with our long-term compensation plans. See further discussion of Long-Term Incentive Plan Units in Note 12.

In January 2020, USLV acquired a portfolio of 127 operating properties aggregating 19.0 million square feet from IPT in a cash transaction, including the assumption of debt. Our investment in the acquisition was approximately $1.1 billion.

NOTE 12. LONG-TERM COMPENSATION

The 2012 Long-Term Incentive Plan (“2012 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, stock options (non-qualified options and incentive stock options) and cash incentive awards. 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 awards under the 2012 LTIP have been issued under the following components of our equity-based compensation plans and programs at December 31, 2019: (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. No participant can be granted more than 1.5 million shares of common stock under the 2012 LTIP in any one calendar year. Awards may be made under the 2012 LTIP until it is terminated by the Board or until the ten-year anniversary of the effective date of the plan.

We have 27.2 million shares reserved for issuance, of which 14.9 million shares of common stock were available for future issuance at December 31, 2019. Each LTIP Unit counts as one share of common stock for purposes of calculating the limit on shares that may be issued.

Equity-Based Compensation Plans and Programs

Prologis Outperformance Plan (“POP”)

We allocate 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 our absolute TSR is negative. If after seven years our absolute TSR has not been positive, the awards will be forfeited.

For the 2016 – 2018 and 2017 – 2019 performance periods, awards (“Initial Awards”), equaling in aggregate up to $75 million of the applicable compensation pool, were earned after the end of the initial three-year performance period as the Outperformance Hurdle was met. One-third of any compensation pool amount in excess of $75 million (up to 0.5% of our equity market capitalization) can be earned at the end of each of the three years after the Initial Awards are earned, if our performance meets or exceeds the Index at the end of each of such three years. In addition, participants will not be able to sell or transfer any equity they receive as awards until three years after the end of the initial performance period.

Beginning with the 2018 – 2020 performance period and performance periods thereafter, the plan requires an absolute maximum cap of $100 million on the compensation pool. 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. In 2018, our Named Executive Officers (“NEOs”) adopted the vesting construct of the 2018 – 2020 performance period retroactively for the 2016 – 2018 and 2017 – 2019 performance periods. The change in vesting did not result in a remeasurement event under the accounting rules.

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 our NEOs, 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 or POP 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, 2019, all awards were equity classified. We use a Monte Carlo valuation model to value the participation points allocated under the POP.

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

	2019			2018			2017
Risk free interest rate		2.6	%		2.1	%		1.5	%
Expected volatility		20.0	%		16.5	%		22.2	%
Aggregate fair value	$	21,200		$	23,300		$	20,400

Total remaining compensation cost related to the POP at December 31, 2019, was $39.6 million, prior to adjustments for capitalized amounts due to our development activities. The remaining compensation cost will be recognized through 2028, with a weighted average period of 3.2 years.

The performance criteria were met for the 2017 – 2019, 2016 – 2018 and 2015 – 2017 performance periods at the end of the initial three-year performance period, which resulted in awards being earned in January 2020, 2019 and 2018, respectively, in the form of common stock and POP LTIP Units. See below for details on these performance periods (dollars and units in thousands, except average price):

	2017 – 2019		2016 – 2018 (1)		2015 – 2017
Performance pool	$	75,000	$	88,317	$	110,230
Common stock shares		266		423		582
POP LTIP Units and LTIP Units		548		924		1,170
Average price used to determine number of awards	$	92.21	$	65.57	$	62.65

(1)	The 2016 – 2018 performance period includes amounts and awards earned at December 31, 2019 related to the compensation pool in the excess of the Initial Award.

Other Equity-Based Compensation Plans and Programs

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. Beginning with the February 2018 grants, the service period was lengthened from three to 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 Income Attributable to Noncontrolling Interests in the OP for LTIP Units in the Consolidated Financial Statements of the Parent.

Prologis Promote Plan (“PPP”)

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.

Annual LTI Equity Award Program (“Annual LTI Award”)

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.

Annual Bonus Exchange Program

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 generally valued at a premium to the cash bonus exchanged and vest over three years, excluding the NEOs. As our NEOs 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.

Summary of Award Activity

RSUs

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, 2019 (units in thousands):

			Weighted Average Grant Date Fair Value
Balance at January 1, 2019	1,255		$	54.48
Granted	648			74.58
Vested and distributed	(681	)		51.82
Forfeited	(57	)		62.93
Balance at December 31, 2019	1,165		$	68.44

The fair value of stock awards granted and vested was $46.6 million and $35.7 million for 2018, respectively, and $38.5 million and $32.9 million for 2017, respectively, based on the weighted average grant date fair value per unit.

Total remaining compensation cost related to RSUs outstanding at December 31, 2019, was $46.0 million, prior to adjustments for capitalized amounts due to our development activities. The remaining compensation cost will be recognized through 2023, with a weighted average period of 1.3 years.

LTIP Units

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, 2019 (units in thousands):

					Unvested Weighted Average Grant Date Fair Value
Balance at January 1, 2019	3,293		2,177		$	56.05
Granted	-		1,223			75.84
Forfeited	-		(21	)		66.77
Vested LTIP Units	1,134		(1,134	)		54.41
Vested POP LTIP Units (1)	391		-		N/A
Unvested POP LTIP Units (1)	-		433			21.17
Conversion to common limited partnership units	(1,104	)	-		N/A
Balance at December 31, 2019	3,714		2,678		$	60.06

(1)	Vested and unvested units were based on the POP performance criteria being met for the 2016 – 2018 performance period and represented the earned award amounts. Vested and unvested units are included in the POP award table above.

The fair value of stock awards granted and vested, excluding POP awards, was $82.6 million and $41.2 million for 2018, respectively, and $53.2 million and $28.3 million for 2017, 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, 2019, was $101.2 million, prior to adjustments for capitalized amounts due to our development activities. The remaining compensation cost will be recognized through 2023, with a weighted average period of 1.4 years.

Stock Options

We have 0.1 million stock options outstanding and exercisable at December 31, 2019, with a weighted average exercise price of $30.85 and a weighted average life of 0.9 years. The aggregate intrinsic value of exercised options was $11.8 million, $13.8 million, and $28.6 million for the years ended December 31, 2019, 2018 and 2017, respectively. No stock options were granted in the three-year period ended December 31, 2019.

Other Plans

The Prologis 401(k) Plan (the “401(k) Plan”) provides for matching employer contributions of $0.50 for every dollar contributed by an employee, up to 6% of the employee’s annual compensation (within the statutory compensation limit). 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 $3.0 million, $2.9 million and $2.8 million for the years ended December 31, 2019, 2018 and 2017, respectively. In January 2020, 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).

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, 2019.

NOTE 13. INCOME TAXES

Components of Earnings Before Income Taxes

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

	2019		2018		2017
Domestic	$	981,188	$	1,078,678	$	1,207,503
International		795,175		807,612		608,065
Earnings before income taxes	$	1,776,363	$	1,886,290	$	1,815,568

Summary of Current and Deferred Income Taxes

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

	2019			2018			2017
Current income tax expense:
U.S. federal	$	3,232		$	1,727		$	214
International		41,855			50,731			45,185
State and local		17,209			9,424			14,215
Total current income tax expense		62,296			61,882			59,614

Deferred income tax expense (benefit):
U.S. federal		(208	)		(317	)		2,533
International		12,429			1,765			(7,538	)
Total deferred income tax expense (benefit)		12,221			1,448			(5,005	)
Total income tax expense	$	74,517		$	63,330		$	54,609

Current Income Taxes

Current income tax expense incurred in international jurisdictions over the last three years was due to tax charged on the following: (i) the contribution of real estate properties to our unconsolidated co-investment ventures and sales to third-parties; (ii) recurring and transactional fees earned; and (iii) taxable earnings from unconsolidated co-investment ventures.

For the years ended December 31, 2019, 2018 and 2017, we did not recognize any expense for uncertain tax positions.

During the years ended December 31, 2019, 2018 and 2017, cash paid for income taxes, net of refunds, was $62.1 million, $60.3 million and $46.7 million, respectively.

Deferred Income Taxes

The deferred income tax expense recognized in 2019 and 2018 was due to changes in temporary differences and utilization of NOLs. The deferred income tax benefit recognized in 2017 was principally due to the reversal of deferred tax liabilities from the contribution and disposition of properties.

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

	2019			2018
Gross deferred income tax assets:
NOL carryforwards	$	287,516		$	336,485
Basis difference – real estate properties		42,472			55,198
Basis difference – equity investments		445			5,448
Basis difference – intangibles		-			1,076
Section 163(j) interest limitation		480			4,771
Capital loss carryforward		1			1
Other – temporary differences		2,754			3,487
Total gross deferred income tax assets		333,668			406,466
Valuation allowance		(299,092	)		(379,987	)
Gross deferred income tax assets, net of valuation allowance		34,576			26,479
Gross deferred income tax liabilities:
Basis difference – real estate properties		78,113			69,157
Basis difference – equity investments		12,622			2,380
Other – temporary differences		1,898			2,941
Total gross deferred income tax liabilities		92,633			74,478
Net deferred income tax liabilities	$	58,057		$	47,999

At December 31, 2019, we had NOL carryforwards as follows (in thousands):

	U.S.			Europe			Mexico			Japan			Other
Gross NOL carryforward	$	72,880		$	652,026		$	292,213		$	117,500		$	36,062
Tax-effected NOL carryforward		17,781			149,197			90,116			21,634			8,788
Valuation allowance		(5,542	)		(143,552	)		(90,116	)		(21,634	)		(7,188	)
Net deferred tax asset – NOL carryforward	$	12,239		$	5,645		$	-		$	-		$	1,600
Expiration periods	2022 – indefinite			2020 – indefinite			2020 – 2030			2020 – 2029			2020 – indefinite

The deferred tax asset valuation allowance at December 31, 2019, was adequate to reduce the total deferred tax asset to an amount that we estimate will more likely than not be realized.

Liability for Uncertain Tax Positions

During the years ended December 31, 2019, 2018 and 2017, we believe that we have 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 2016 and thereafter.

The liability for uncertain tax positions was $3.0 million at December 31, 2019 and 2018 and consisted of estimated income tax liabilities in Mexico for both periods.

NOTE 14. EARNINGS PER COMMON SHARE OR UNIT

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):

Prologis, Inc.	2019		2018		2017
Net earnings attributable to common stockholders – Basic	$	1,566,950	$	1,643,426	$	1,641,931
Net earnings attributable to exchangeable limited partnership units (1)		46,986		49,743		46,280
Adjusted net earnings attributable to common stockholders – Diluted	$	1,613,936	$	1,693,169	$	1,688,211

Weighted average common shares outstanding – Basic		630,580		567,367		530,400
Incremental weighted average effect on exchange of limited partnership units (1)		19,154		17,768		15,945
Incremental weighted average effect of equity awards		5,169		5,104		5,955
Weighted average common shares outstanding – Diluted (2)		654,903		590,239		552,300

Net earnings per share attributable to common stockholders:
Basic	$	2.48	$	2.90	$	3.10
Diluted	$	2.46	$	2.87	$	3.06

Prologis, L.P.	2019			2018			2017
Net earnings attributable to common unitholders	$	1,613,615		$	1,692,313		$	1,686,945
Net earnings attributable to Class A Units		(20,454	)		(24,465	)		(26,642	)
Net earnings attributable to common unitholders – Basic		1,593,161			1,667,848			1,660,303
Net earnings attributable to Class A Units		20,454			24,465			26,642
Net earnings attributable to exchangeable other limited partnership units		321			856			1,266
Adjusted net earnings attributable to common unitholders – Diluted	$	1,613,936		$	1,693,169		$	1,688,211

Weighted average common partnership units outstanding – Basic		641,128			575,798			536,335
Incremental weighted average effect on exchange of Class A Units		8,231			8,446			8,607
Incremental weighted average effect on exchange of other limited partnership units		375			891			1,403
Incremental weighted average effect of equity awards of Prologis, Inc.		5,169			5,104			5,955
Weighted average common units outstanding – Diluted (2)		654,903			590,239			552,300

Net earnings per unit attributable to common unitholders:
Basic	$	2.48		$	2.90		$	3.10
Diluted	$	2.46		$	2.87		$	3.06

(1)	The exchangeable limited partnership units include the units as discussed in Note 11. 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 computing diluted earnings per share for all periods as the per share and unit amount is the same.

(2)	Our total weighted average potentially dilutive shares and units outstanding for the years ended December 31 consisted of the following:


Class A Units	8,231	8,446	8,607
Other limited partnership units	375	891	1,403
Equity awards	7,933	8,175	9,183
Prologis, L.P.	16,539	17,512	19,193
Common limited partnership units	10,548	8,431	5,935
Prologis, Inc.	27,087	25,943	25,128

NOTE 15. FINANCIAL INSTRUMENTS AND FAIR VALUE MEASUREMENTS

Derivative Financial Instruments

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):

	2019				2018
	Asset		Liability		Asset		Liability
Undesignated derivatives
Foreign currency contracts
Forwards
Brazilian real	$	181	$	49	$	80	$	-
British pound sterling		731		3,823		2,266		324
Canadian dollar		523		1,855		3,336		53
Chinese renminbi		-		81		-		-
Euro		7,135		2,034		7,895		1,922
Japanese yen		3,889		97		3,334		1,318
Mexican peso		-		-		159		-
Swedish krona		-		797		-		-

Interest rate swaps
U.S. dollar		-		-		27		-

Designated derivatives
Foreign currency contracts
Net investment hedges
Brazilian real		-		-		-		3,165
British pound sterling		807		13,189		-		949
Canadian dollar		-		1,926		5,634		-

Interest rate swaps
Cash flow hedges
Euro		-		-		-		428
Total fair value of derivatives	$	13,266	$	23,851	$	22,731	$	8,159

Undesignated Derivative Financial Instruments

Foreign Currency Contracts

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):

	2019																				2018																		2017
	CAD			EUR			GBP			JPY			SEK		Other			Total			CAD			EUR			GBP			JPY			Other			Total			CAD			EUR			GBP			JPY			Total
Notional amounts at January 1	$	55		$	314		$	118		$	177		$	-	$	5		$	669		$	56		$	233		$	132		$	153		$	-		$	574		$	38		$	197		$	78		$	144		$	457
New contracts		201			619			1,111			85			31		524			2,571			28			252			55			102			423			860			41			143			151			75			410
Matured, expired or settled contracts		(136	)		(352	)		(1,051	)		(80	)		-		(514	)		(2,133	)		(29	)		(171	)		(69	)		(78	)		(418	)		(765	)		(23	)		(107	)		(97	)		(66	)		(293	)
Notional amounts at December 31	$	120		$	581		$	178		$	182		$	31	$	15		$	1,107		$	55		$	314		$	118		$	177		$	5		$	669		$	56		$	233		$	132		$	153		$	574

Weighted average forward rate at December 31		1.32			1.13			1.32			103.39			9.42								1.28			1.21			1.32			105.17									1.29			1.17			1.29			106.25
Active contracts at December 31		40			53			50			44			20								24			35			24			34									24			29			20			34

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


	2019			2018			2017
Exercised contracts		115			89			44
Realized gains (losses) on the matured, expired or settled contracts	$	28		$	(3	)	$	13
Unrealized gains (losses) on the change in fair value of outstanding contracts	$	(10	)	$	29		$	(51	)

Designated Derivative Financial Instruments

Foreign Currency Contracts

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):

	2019															2018														2017
	BRL			CAD			EUR			GBP			Total			BRL			CAD			EUR			GBP		Total			CAD			GBP			Total
Notional amounts at January 1	$	460		$	100		$	-		$	127		$	687		$	-		$	99		$	-		$	-	$	99		$	100		$	46		$	146
New contracts		489			97			420			649			1,655			1,568			100			1,053			127		2,848			99			127			226
Matured, expired or settled contracts		(949	)		(100	)		(420	)		(389	)		(1,858	)		(1,108	)		(99	)		(1,053	)		-		(2,260	)		(100	)		(173	)		(273	)
Notional amounts at December 31	$	-		$	97		$	-		$	387		$	484		$	460		$	100		$	-		$	127	$	687		$	99		$	-		$	99

Weighted average forward rate at December 31		-			1.32			-			1.29						3.91			1.28			-			1.28					1.34			-
Active contracts at December 31		-			2			-			5						1			2			-			2					2			-

Interest Rate Swaps

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

	2019			2018											2017
	EUR			CAD			EUR		USD			Total			CAD
Notional amounts at January 1	$	500		$	271		$	-	$	-		$	271		$	271
New contracts (1)		-			-			500		300			800			-
Matured, expired or settled contracts (1)(2)		(500	)		(271	)		-		(300	)		(571	)		-
Notional amounts at December 31	$	-		$	-		$	500	$	-		$	500		$	271

(1)	During 2018, we entered into two interest rate swap contracts with an aggregated notional amount of €400.0 million ($499.7 million) to effectively fix the interest rate on our senior notes bearing a floating rate of Euribor plus 0.3% issued in January 2018. In 2019, the interest rate swap contracts matured and in January 2020 we redeemed the senior notes.

(2)	During 2018, we repaid CAD 201.4 million ($158.9 million) on our 2015 Canadian Term Loan. At that time, we settled the interest rate swaps related to the 2015 Canadian Term Loan as we determined it was no longer probable that we would continue to have

	the future cash flows as originally hedged. As a result, the $12.5 million gain in AOCI/L at the time of settlement was reclassified to Interest Expense during 2018.

Designated Nonderivative Financial Instruments

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):

			2019				2018				2017
British pound sterling		$	329			$	269			$	436
Euro		$	850			$	2,645			$	3,620

The following table summarizes the unrealized gains (losses) in Foreign Currency and Derivative Gains (Losses), Net on the remeasurement of the unhedged portion of our debt and accrued interest for the years ended December 31 (in millions):


		2019				2018				2017
Unrealized gains (losses) on the unhedged portion		$	(64	)		$	96			$	(23	)

Other Comprehensive Income (Loss)

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 our nonderivative financial instruments 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):

	2019			2018			2017
Derivative net investment hedges	$	(22,600	)	$	26,457		$	(12,762	)
Nonderivative net investment hedges		141,675			151,083			(477,755	)
Cumulative translation adjustment		(20,593	)		(368,130	)		553,972
Total foreign currency translation gains (losses), net	$	98,482		$	(190,590	)	$	63,455

Cash flow hedges (1)	$	4,665		$	(5,815	)	$	12,726
Our share of derivatives from unconsolidated co-investment ventures		(6,000	)		4,492			9,865
Total unrealized gains (losses) on derivative contracts, net	$	(1,335	)	$	(1,323	)	$	22,591
Total change in other comprehensive income (loss)	$	97,147		$	(191,913	)	$	86,046

(1)	We estimate an additional expense of $4.2 million will be reclassified to Interest Expense over the next 12 months from December 31, 2019, due to the amortization of previously settled derivatives designated as cash flow hedges.

Fair Value Measurements

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.

Fair Value Measurements on a Recurring Basis

At December 31, 2019 and 2018, 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, 2019 and 2018 were classified as Level 2 of the fair value hierarchy.

Fair Value Measurements on Nonrecurring Basis

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, 2019 and 2018, 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.

Fair Value of Financial Instruments

At December 31, 2019 and 2018, 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, 2019 and 2018, as compared with those in effect when the debt was issued or assumed, including reduced borrowing spreads due to our improved credit ratings. 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.

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

	2019				2018
	Carrying Value		Fair Value		Carrying Value		Fair Value
Credit Facilities	$	184,255	$	184,255	$	50,500	$	50,513
Senior notes		9,660,570		10,228,715		8,304,147		8,606,864
Term loans and unsecured other		1,441,882		1,463,841		1,921,428		1,946,335
Secured mortgage		619,170		651,047		813,740		849,417
Total	$	11,905,877	$	12,527,858	$	11,089,815	$	11,453,129

The fair value of the senior notes outstanding at December 31, 2019 and 2018 increased as certain issuances yielded higher interest rates than the overall bond yields available in the market, driving a larger increase in the fair value of debt year over year.

NOTE 16. COMMITMENTS AND CONTINGENCIES

Environmental Matters

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.

Indemnification Agreements

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.

Off-Balance Sheet Liabilities

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, 2019 and 2018, we had $240.6 million and $212.6 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.

Litigation

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.

NOTE 17. BUSINESS SEGMENTS

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

•

Real Estate Operations. This operating segment represents the ownership and development of operating properties and is the largest component of our 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 Real Estate Operations segment also includes development activities that lead to rental operations, including land held for development and properties currently under development. Within this line of business, we utilize the following: (i) our land bank; (ii) the development expertise of our local teams; and (iii) our customer relationships. Land we own and lease to customers under ground leases, along with land and buildings we lease, is also included in this segment.

•

Strategic Capital. 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, legal 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:

	Years Ended December 31,
		2019			2018			2017
Revenues:
Real estate operations segment:
U.S.	$	2,645,194		$	2,173,279		$	2,025,184
Other Americas		94,984			119,954			84,789
Europe		44,356			54,405			73,708
Asia		54,201			50,511			60,564
Total real estate operations segment		2,838,735			2,398,149			2,244,245
Strategic capital segment:
U.S.		86,271			74,618			176,720
Other Americas		40,347			32,434			28,494
Europe		283,909			174,898			106,862
Asia		81,359			124,350			61,813
Total strategic capital segment		491,886			406,300			373,889

Total revenues		3,330,621			2,804,449			2,618,134

Segment net operating income:
Real estate operations segment:
U.S. (1)		1,953,727			1,621,665			1,519,164
Other Americas		69,393			89,044			58,842
Europe		27,525			34,807			51,277
Asia		40,675			38,425			33,234
Total real estate operations segment		2,091,320			1,783,941			1,662,517
Strategic capital segment:
U.S. (1)		(10,945	)		4,712			106,471
Other Americas		27,369			19,874			16,811
Europe		246,213			136,240			68,127
Asia		44,588			88,434			27,339
Total strategic capital segment		307,225			249,260			218,748

Total segment net operating income		2,398,545			2,033,201			1,881,265

Reconciling items:
General and administrative expenses		(266,718	)		(238,985	)		(231,059	)
Depreciation and amortization expenses		(1,139,879	)		(947,214	)		(879,140	)
Gains on dispositions of development properties and land, net		467,577			469,817			327,528
Gains on other dispositions of investments in real estate, net		390,241			371,179			855,437
Operating income		1,849,766			1,687,998			1,954,031
Earnings from unconsolidated entities, net		200,178			298,260			248,567
Interest expense		(239,953	)		(229,141	)		(274,486	)
Interest and other income, net		24,213			14,663			13,731
Foreign currency and derivative gains (losses), net		(41,715	)		117,096			(57,896	)
Losses on early extinguishment of debt, net		(16,126	)		(2,586	)		(68,379	)
Earnings before income taxes	$	1,776,363		$	1,886,290		$	1,815,568

	December 31,
		2019		2018
Segment assets:
Real estate operations segment:
U.S.	$	27,999,868	$	27,666,200
Other Americas		1,332,237		1,712,862
Europe		1,379,579		1,040,061
Asia		879,072		1,012,253
Total real estate operations segment		31,590,756		31,431,376
Strategic capital segment (2):
U.S.		14,529		15,802
Europe		25,280		25,280
Asia		359		455
Total strategic capital segment		40,168		41,537
Total segment assets		31,630,924		31,472,913

Reconciling items:
Investments in and advances to unconsolidated entities		6,237,371		5,745,294
Assets held for sale or contribution		720,685		622,288
Lease right-of-use assets		111,439		-
Cash and cash equivalents		1,088,855		343,856
Other assets		242,576		233,313
Total reconciling items		8,400,926		6,944,751
Total assets	$	40,031,850	$	38,417,664

(1)	This includes compensation, personnel costs and PPP awards for employees who were located in the 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, 2019 and 2018.

NOTE 18. SUPPLEMENTAL CASH FLOW INFORMATION

Our significant noncash investing and financing activities for the years ended December 31, 2019, 2018 and 2017 included the following:

•	We recognized Lease ROU Assets and Lease Liabilities on the Consolidated Balance Sheets, including any new leases, renewals, modifications and terminations after January 1, 2019 of $523.8 million and $527.3 million, respectively, related to leases in which we are the lessee.

•	We capitalized $21.4 million, $26.4 million and $28.8 million in 2019, 2018 and 2017, respectively, of equity-based compensation expense. Beginning January 1, 2019, upon adoption of the new lease standard, we capitalized equity-based compensation expenses related to development activities only. Internal costs related to our leasing activities are expensed as incurred.

•

We received $646.8 million, $386.7 million and $153.3 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 2019, 2018 and 2017, respectively, as disclosed in Note 5. Included in 2019 was our initial 20.0% investment in PBLV in exchange for our contribution of the initial portfolio of properties to PBLV upon formation.

•	An unconsolidated co-investment venture in Europe declared a distribution of $80.9 million which we subsequently reinvested and increased our ownership in 2019.

•	We and our existing partner in Prologis China Logistics Venture I, LP received equity interests in PCCLF for the contribution of the existing portfolio of assets in 2019. Our ownership percentage in PCCLF was 15.6% subsequent to the contribution.

•	We purchased our partners’ interest in a consolidated venture through the distribution of an operating property for $11.4 million in 2019. We formed a consolidated venture into which our partner contributed $11.8 million of land in 2018.

•	We issued 1.2 million and 1.5 million shares in 2019 and 2017, respectively, of the Parent’s common stock upon redemption of an equal number of common limited partnership units in the OP.

•	We completed the DCT Transaction on August 22, 2018 for $8.5 billion through the issuance of equity and the assumption of debt. See Note 3 for more information on this transaction.

•	We contributed operating properties owned by NAIF to USLF in 2017. 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 acquired the $19.5 million note receivable backed by real estate we received in 2017 and assumed $956.0 million of secured mortgage debt.

•	We received $53.8 million of notes receivable backed by real estate in exchange for the disposition of real estate in 2017.

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,
2019:
Rental revenues	$	696,807		$	700,689		$	710,465		$	723,857
Total revenues	$	772,052		$	790,372		$	942,181		$	826,016
Rental expenses	$	(188,068	)	$	(181,138	)	$	(180,864	)	$	(184,196	)
Gains on dispositions of development properties and land, net	$	42,441		$	196,941		$	63,935		$	164,260
Gains on other dispositions of investments in real estate, net	$	145,767		$	27,254		$	59,379		$	157,841
Operating income	$	376,590		$	442,056		$	471,480		$	559,640
Consolidated net earnings	$	373,765		$	410,826		$	491,013		$	426,242
Net earnings attributable to common stockholders	$	347,047		$	383,784		$	450,639		$	385,480
Net earnings per share attributable to common stockholders – Basic (1)	$	0.55		$	0.61		$	0.71		$	0.61
Net earnings per share attributable to common stockholders – Diluted (1)(2)	$	0.55		$	0.60		$	0.71		$	0.61
2018:
Rental revenues	$	555,943		$	544,679		$	608,974		$	679,195
Total revenues	$	693,656		$	621,276		$	682,432		$	807,085
Rental expenses	$	(142,941	)	$	(133,329	)	$	(147,184	)	$	(177,194	)
Gains on dispositions of development properties and land, net	$	157,568		$	63,669		$	108,049		$	140,531
Gains on other dispositions of investments in real estate, net	$	37,543		$	30,592		$	86,009		$	217,035
Operating income	$	432,218		$	281,555		$	375,579		$	598,646
Consolidated net earnings	$	391,959		$	364,991		$	375,520		$	690,490
Net earnings attributable to common stockholders	$	365,902		$	334,611		$	346,345		$	596,568
Net earnings per share attributable to common stockholders – Basic (1)	$	0.69		$	0.63		$	0.60		$	0.95
Net earnings per share attributable to common stockholders – Diluted (1)(2)	$	0.68		$	0.62		$	0.60		$	0.94

Prologis, L.P.
2019:
Rental revenues	$	696,807		$	700,689		$	710,465		$	723,857
Total revenues	$	772,052		$	790,372		$	942,181		$	826,016
Rental expenses	$	(188,068	)	$	(181,138	)	$	(180,864	)	$	(184,196	)
Gains on dispositions of development properties and land, net	$	42,441		$	196,941		$	63,935		$	164,260
Gains on other dispositions of investments in real estate, net	$	145,767		$	27,254		$	59,379		$	157,841
Operating income	$	376,590		$	442,056		$	471,480		$	559,640
Consolidated net earnings	$	373,765		$	410,826		$	491,013		$	426,242
Net earnings attributable to common unitholders	$	357,621		$	395,470		$	463,997		$	396,527
Net earnings per unit attributable to common unitholders – Basic (1)	$	0.55		$	0.61		$	0.71		$	0.61
Net earnings per unit attributable to common unitholders – Diluted (1)(2)	$	0.55		$	0.60		$	0.71		$	0.61
2018:
Rental revenues	$	555,943		$	544,679		$	608,974		$	679,195
Total revenues	$	693,656		$	621,276		$	682,432		$	807,085
Rental expenses	$	(142,941	)	$	(133,329	)	$	(147,184	)	$	(177,194	)
Gains on dispositions of development properties and land, net	$	157,568		$	63,669		$	108,049		$	140,531
Gains on other dispositions of investments in real estate, net	$	37,543		$	30,592		$	86,009		$	217,035
Operating income	$	432,218		$	281,555		$	375,579		$	598,646
Consolidated net earnings	$	391,959		$	364,991		$	375,520		$	690,490
Net earnings attributable to common unitholders	$	376,425		$	344,633		$	356,765		$	614,490
Net earnings per unit attributable to common unitholders – Basic (1)	$	0.69		$	0.63		$	0.60		$	0.95
Net earnings per unit attributable to common unitholders – Diluted (1)(2)	$	0.68		$	0.62		$	0.60		$	0.94

(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.

NOTE 20. SUBSEQUENT EVENTS

Acquisition of Liberty Property Trust

On February 4, 2020, Liberty, Liberty OP and New Liberty Holdco merged with and into Prologis, Inc., Prologis L.P., Prologis Merger Sub and Prologis OP Merger Sub, pursuant to which, (i) an indirect wholly owned subsidiary of Liberty merged with and into Liberty, with Liberty continuing as the surviving entity and an indirect wholly owned subsidiary of New Liberty Holdco (the “Company Merger”), (ii) thereafter, New Liberty Holdco merged with and into Prologis Merger Sub, with Prologis Merger Sub continuing as the surviving entity and remaining a wholly owned subsidiary of Prologis, Inc. (the “Topco Merger”), (iii) thereafter, Prologis, Inc. and its applicable subsidiaries and Prologis Merger Sub caused all of the outstanding equity interests of Liberty to be contributed to Prologis L.P. in exchange for the issuance by Prologis L.P. of Prologis L.P. common units to other subsidiaries of Prologis, Inc. and (iv) thereafter, Prologis L.P. Merger Sub merged with and into Liberty OP, with Liberty OP continuing as the surviving entity and a wholly owned subsidiary of Prologis L.P. (the “Partnership Merger” and, collectively with the Company Merger and the Topco Merger, the “Mergers”). The total acquisition price was approximately $13 billion through the issuance of equity based on the value of the Prologis common stock issued using the closing price on February 3, 2020 and the assumption of debt.

In connection with the transaction, at the effective time of the Topco Merger, each issued and outstanding Liberty common share as of immediately prior to the Company Merger was converted automatically into the right to receive 0.675 shares of Prologis, Inc. common stock. At the effective time of the Partnership Merger, each issued and outstanding common unit of Liberty OP as of immediately prior to the Partnership Merger was converted into 0.675 common units of Prologis L.P. After consideration of all applicable factors pursuant to the business combination accounting rules, we expect to treat the Mergers as an asset acquisition and as a result the transaction costs will likely be capitalized to the basis of the acquired properties.

In connection with the Mergers, on November 27, 2019, Liberty and Liberty’s board of directors (the “Liberty Board”) were sued in a putative class action lawsuit, the Stein Action, filed in the United States District Court for the District of Maryland, in connection with Liberty’s proposed merger with Prologis and the related Form S-4. On December 5, 2019, Liberty, Liberty OP, the Liberty board, Prologis, Inc., Prologis L.P., Prologis Merger Sub, Prologis OP Merger Sub and New Liberty Holdco were sued in another putative class action lawsuit, the Thompson Action, also filed in the United States District Court for the District of Delaware, and also in connection with Liberty’s proposed merger with Prologis and the related Form S-4. On December 16, 2019, Liberty and the Liberty Board were sued in a third putative class action lawsuit, the Berlinger Action, filed in the United States District Court for the District of Maryland, also in connection with Liberty’s proposed merger with Prologis and the related Form S-4. On December 16, 2019, Prologis, Liberty and the Liberty Board were sued in a fourth putative class action lawsuit, the Garfield Action, filed in the Court of Common Pleas of Dauphin County, Pennsylvania, also in connection with Liberty’s proposed merger with Prologis and the related Form S-4. Subsequently, in January 2020, the plaintiff in the Garfield Action agreed to dismiss his action with prejudice as to himself and without prejudice as to the remainder of the purported class. On December 19, 2019, Liberty and the Liberty Board were sued in a fifth putative class action lawsuit, the McDonough Action, filed in the United States District Court for the District of New Jersey, also in connection with Liberty’s proposed merger with Prologis and the related Form S-4. On December 20, 2019, Liberty and the Liberty Board were sued in a sixth putative class action lawsuit, the Hagerty Action, filed in the United States District Court for the Southern District of New York, also in connection with Liberty’s proposed merger with Prologis and the related Form S-4. On January 7, 2020, Liberty and the Liberty Board were sued in a seventh putative class action lawsuit, the Yonchuk Action, filed in in the United States District Court for the District of Maryland, in connection with Liberty’s proposed merger with Prologis and the related Form S-4.

The complaints in the Stein Action, Berlinger Action, McDonough Action, Hagerty Action and Yonchuk Action allege that Liberty and the Liberty Board violated federal securities laws by omitting material information from the Form S-4, rendering the Form S-4 materially deficient. The complaint in the Thompson Action alleges the Liberty, Liberty OP and the Liberty Board violated federal securities laws by omitting from the Form S-4, and misrepresenting in the Form S-4, material information, rendering the Form S-4 materially deficient.

In all six outstanding actions, the plaintiffs seek, among other things, (i) rescission of the transaction and/or (ii) damages, and (iii) attorneys' fees and costs in connection with these lawsuits. Although the ultimate outcome of litigation cannot be predicted with certainty, we believe that these lawsuits are without merit and intend to defend against these actions vigorously.

PROLOGIS, INC. AND PROLOGIS, L.P.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2019

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

				Initial Cost to Prologis				Costs Capitalized		Gross Amounts at Which Carried at December 31, 2019
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)

U.S. Markets
Atlanta	101		(d)		216,372		829,879		272,839		218,105		1,100,985		1,319,090		(206,478	)	1994-2019
Austin	10				12,783		52,335		7,859		12,837		60,140		72,977		(22,921	)	1994-2015
Baltimore/Washington D.C.	52		(d)		140,823		384,274		149,324		141,824		532,597		674,421		(98,377	)	1995-2019
Central and Eastern Pennsylvania	42				252,910		843,408		185,974		258,473		1,023,819		1,282,292		(197,112	)	2002-2018
Central Valley	30		(d)		145,885		386,853		512,850		156,628		888,960		1,045,588		(152,639	)	1999-2019
Charlotte	16		(d)		15,202		32,889		60,584		17,465		91,210		108,675		(40,658	)	1994-2015
Chicago	186		(d)		585,670		1,858,769		358,871		597,329		2,205,981		2,803,310		(518,779	)	1995-2019
Cincinnati	28		(d)		51,705		197,745		101,688		54,820		296,318		351,138		(46,498	)	1996-2019
Columbus	23		(d)		24,685		121,369		52,230		25,078		173,206		198,284		(75,937	)	1996-2015
Dallas/Fort Worth	135		(d)		250,306		1,010,176		298,476		252,403		1,306,555		1,558,958		(324,685	)	1994-2019
Denver	35				92,128		295,412		103,038		90,534		400,044		490,578		(106,338	)	1993-2019
Houston	105		(d)		171,533		713,667		140,145		171,601		853,744		1,025,345		(164,396	)	1993-2018
Indianapolis	19				15,970		85,015		42,463		15,970		127,478		143,448		(47,598	)	1995-2018
Jacksonville	1				-		2,892		273		-		3,165		3,165		(2,221	)	2011
Kansas City	2				-		14,411		202		-		14,613		14,613		(8,891	)	2011
Las Vegas	50				114,573		261,616		156,548		109,231		423,506		532,737		(76,356	)	1996-2018
Louisville	11				42,979		226,263		45,185		43,285		271,142		314,427		(64,026	)	2005-2015
Nashville	22				61,699		268,238		44,912		63,288		311,561		374,849		(45,442	)	1995-2019
New Jersey/New York City	106		(d)		864,493		1,514,057		476,276		862,577		1,992,249		2,854,826		(494,401	)	1996-2019
Orlando	48				82,256		320,781		65,185		82,683		385,539		468,222		(75,025	)	1994-2018
Phoenix	29				48,572		176,656		50,042		48,563		226,707		275,270		(53,561	)	1992-2018
Portland	17		(e)		37,921		104,290		19,199		36,583		124,827		161,410		(29,923	)	2006-2019
Reno	17		(d)		23,919		143,324		88,307		25,393		230,157		255,550		(68,685	)	1994-2015
San Antonio	20		(d)		25,735		95,828		40,425		25,958		136,030		161,988		(51,898	)	1994-2016
San Francisco Bay Area	211		(d)		816,163		1,523,357		321,069		821,459		1,839,130		2,660,589		(589,850	)	1993-2019
Seattle	87		(e)		592,228		977,905		287,168		612,918		1,244,383		1,857,301		(178,380	)	2008-2019
South Florida	99		(d)		369,762		746,107		198,663		375,397		939,135		1,314,532		(206,516	)	1994-2019
Southern California	309		(d)(e)		2,545,605		3,857,820		921,231		2,626,752		4,697,904		7,324,656		(1,144,891	)	2005-2019
Subtotal U.S. Markets:		1,811			7,601,877		17,045,336		5,001,026		7,747,154		21,901,085		29,648,239		(5,092,482	)

Other Americas Markets
Canada	32		(d)		220,424		381,013		264,917		246,296		620,058		866,354		(109,179	)	2008-2019
Mexico		10			100,826		2,287		124,353		105,421		122,045		227,466		(3,921	)	2011-2019
Subtotal Other Americas Markets:		42			321,250		383,300		389,270		351,717		742,103		1,093,820		(113,100	)

Europe Markets
France	5				9,629		4,804		41,476		8,360		47,549		55,909		(2,985	)	2012-2019
Germany	2				10,437		5,418		601		10,437		6,019		16,456		(3,689	)	2011
Spain	5				6,396		36,341		12,280		6,696		48,321		55,017		(13,203	)	2011-2017
U.K.	2				58,255		27,775		1,969		58,259		29,740		87,999		(1,679	)	2018-2019
Subtotal Europe Markets:		14			84,717		74,338		56,326		83,752		131,629		215,381		(21,556	)

Asia Markets
China	2				1,372		8,320		109		1,148		8,653		9,801		(2,376	)	2011
Japan	2		(d)		33,871		-		145,682		36,437		143,116		179,553		(10,094	)	2016-2019
Singapore	5				-		137,142		3,897		-		141,039		141,039		(54,604	)	2011
Subtotal Asia Markets:		9			35,243		145,462		149,688		37,585		292,808		330,393		(67,074	)
Total Operating Properties		1,876			8,043,087		17,648,436		5,596,310		8,220,208		23,067,625		31,287,833		(5,294,212	)

PROLOGIS, INC. AND PROLOGIS, L.P.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2019

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

				Initial Cost to Prologis				Costs Capitalized		Gross Amounts at Which Carried at December 31, 2019									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	1				3,209		-		451		3,209		451		3,660
Baltimore/Washington D.C.	2				4,005		-		9,125		4,005		9,125		13,130
Central Valley	3				14,705		-		60,894		14,705		60,894		75,599				2019
Chicago	3				11,839		-		25,166		11,839		25,166		37,005				2019
Cincinnati	1				750		119		8,232		750		8,351		9,101				2019
Dallas/Fort Worth	5				4,926		-		25,566		4,926		25,566		30,492				2019
Denver	2				13,845		-		31,182		13,845		31,182		45,027				2019
Houston	1				1,672		-		2,401		1,672		2,401		4,073
Indianapolis	1				1,969		-		-		1,969		-		1,969
Las Vegas	2				17,544		-		29,391		17,544		29,391		46,935				2019
Louisville	1				1,788		-		351		1,788		351		2,139
Nashville	1				5,668		-		17,106		5,668		17,106		22,774				2019
New Jersey/New York City	1		(d)		40,963		-		37,821		40,963		37,821		78,784				2019
Orlando	4				24,340		-		16,852		24,340		16,852		41,192
Phoenix	8				43,651		-		42,841		43,651		42,841		86,492				2019
Portland	2				12,959		-		3,588		12,959		3,588		16,547
Reno	1				1,471		-		1,207		1,471		1,207		2,678
San Francisco Bay Area	6				44,177		7,532		77,060		44,177		84,592		128,769				2019
Seattle	2				31,495		-		19,116		31,495		19,116		50,611
South Florida	2				15,145		-		25,037		15,145		25,037		40,182				2019
Southern California	5				38,264		-		135,409		38,264		135,409		173,673
Subtotal U.S. Markets:		54			334,385		7,651		568,796		334,385		576,447		910,832

Other Americas Markets
Canada	1				10,346		-		1,408		10,346		1,408		11,754
Mexico	4				25,890		-		26,911		25,890		26,911		52,801				2019
Subtotal Other Americas Markets:		5			36,236		-		28,319		36,236		28,319		64,555

Europe Markets
Czech Republic	2				7,176		-		18,356		7,176		18,356		25,532				2019
France	4				14,108		-		30,327		14,108		30,327		44,435				2019
Germany	4				16,456		-		27,540		16,456		27,540		43,996				2019
Italy	7				42,451		-		17,010		42,451		17,010		59,461
Netherlands	7				31,468		-		47,771		31,468		47,771		79,239				2019
Poland	4				11,318		-		35,792		11,318		35,792		47,110				2019
Slovakia	2				4,614		-		29,756		4,614		29,756		34,370				2019
Spain	1				10,184		-		11,259		10,184		11,259		21,443				2019
Sweden	1				6,054		-		4,550		6,054		4,550		10,604
U.K.	7				124,163		-		17,672		124,163		17,672		141,835
Subtotal Europe Markets:		39			267,992		-		240,033		267,992		240,033		508,025

Asia Markets
Japan	7		(d)		164,827		-		221,028		164,827		221,028		385,855				2019
Subtotal Asia Markets:		7			164,827		-		221,028		164,827		221,028		385,855
Total Development Portfolio		105			803,440		7,651		1,058,176		803,440		1,065,827		1,869,267

GRAND TOTAL		1,981			8,846,527		17,656,087		6,654,486		9,023,648		24,133,452		33,157,100		(5,294,212	)

Schedule III – Footnotes

(a)	The following table reconciles real estate assets per Schedule III to the Consolidated Balance Sheets in Item 8. Financial Statements and Supplementary Data at December 31, 2019 (in thousands):

Total operating properties and development portfolio per Schedule III	$	33,157,100
Land		1,101,646
Other real estate investments		965,668
Total per Consolidated Balance Sheets	$	35,224,414

(b)	The aggregate cost for federal tax purposes at December 31, 2019, of our real estate assets was approximately $23.5 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 35 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, 2019 (in thousands):

Total accumulated depreciation per Schedule III		$	5,294,212		(g)
Accumulated depreciation on other real estate investments			143,450
Total per Consolidated Balance Sheets		$	5,437,662

(d)	Properties with an aggregate undepreciated cost of $1.7 billion secure $557.0 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 $10.9 million are secured by assessments (similar to property taxes) on various underlying real estate properties with an aggregate undepreciated cost of $601.9 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):

	2019			2018			2017
Real estate assets:
Balance at beginning of year	$	32,774,956		$	24,178,816		$	25,375,539
Acquisitions of and improvements to operating properties, development activity and net effect of changes in foreign exchange rates and other		2,821,919			10,106,651			2,680,484
Basis of operating properties disposed of		(1,471,764	)		(1,461,458	)		(3,697,798	)
Change in the development portfolio balance, including the acquisition of properties		(273,534	)		549,312			161,408
Assets transferred to held for sale and contribution		(694,477	)		(598,365	)		(340,817	)
Balance at end year	$	33,157,100		$	32,774,956		$	24,178,816

Accumulated depreciation:
Balance at beginning of year	$	4,550,958		$	3,971,501		$	3,679,479
Depreciation expense		843,872			703,215			614,756
Balances retired upon disposition of operating properties and net effect of changes in foreign exchange rates and other		(77,583	)		(119,029	)		(313,584	)
Assets transferred to held for sale and contribution		(23,035	)		(4,729	)		(9,150	)
Balance at end of year	$	5,294,212		$	4,550,958		$	3,971,501

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).
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).
3.11		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).
4.1†		Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

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 2.750% Notes due 2019 (incorporated by reference to Exhibit 4.4 to Prologis’ Current Report on Form 8-K filed August 15, 2013).
4.15		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).
4.16		3.350% Notes due 2021 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report on Form 8-K filed November 1, 2013).
4.17		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).
4.18		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).
4.19		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).
4.20		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).
4.21		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).
4.22		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).
4.23		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).
4.24		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).

4.25		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).
4.26		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).
4.27		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).
4.28		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).
4.29		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).
4.30		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).
4.31		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).
4.32		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).
4.33		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).

4.34		Form of 0.250% Notes due 2027 9incorporated by reference to Exhibit 4.1 to Prologis’ Registration Statement 8-A12B filed on September 10, 2019).

4.35		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).

4.36		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).

4.37		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).
4.38		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).
4.39		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).
4.40		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).
4.41		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).
4.42		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).
4.43		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.
4.44		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).
4.45		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).
4.46		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).

4.47		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).
4.48		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).
4.49		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).
4.50		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).
4.51		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).
4.52		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).
4.53		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).
4.54		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).

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		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).
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*		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).
10.4*		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 and also incorporated by reference to Exhibit 10.1 to the Operating Partnership’s Current Report on Form 8-K filed May 15, 2007).
10.5*		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).
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).
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		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).
10.50		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).
10.51		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).
10.52		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).
10.53		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).

10.54		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).
10.55		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).
10.56		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).
10.57		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).

10.58		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).

10.59		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).

10.60		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).

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).
99.2		Blackout Notice provided to directors and executive officers of Prologis. (incorporated by reference to Exhibit 99.1 to Prologis’ Current Report on Form 8-K filed November 22, 2019).
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
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.

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
		Hamid R. Moghadam
		Chief Executive Officer

Date: February 10, 2020

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, 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, 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 10, 2020
Hamid R. Moghadam

/s/ Thomas S. Olinger	Chief Financial Officer	February 10, 2020
Thomas S. Olinger

/s/ Lori A. Palazzolo	Managing Director and Chief Accounting Officer	February 10, 2020
Lori A. Palazzolo

/s/ Cristina G. Bita	Director	February 10, 2020
Cristina G. Bita

/s/ George L. Fotiades	Director	February 10, 2020
George L. Fotiades

/s/ Lydia H. Kennard	Director	February 10, 2020
Lydia H. Kennard

/s/ J. Michael Losh	Director	February 10, 2020
J. Michael Losh

/s/ Irving F. Lyons III	Director	February 10, 2020
Irving F. Lyons III

/s/ David P. O’Connor	Director	February 10, 2020
David P. O’Connor

/s/ Olivier Piani	Director	February 10, 2020
Olivier Piani

/s/ Jeffrey L. Skelton	Director	February 10, 2020
Jeffrey L. Skelton

/s/ Carl B. Webb	Director	February 10, 2020
Carl B. Webb

/s/ William D. Zollars	Director	February 10, 2020
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 10, 2020

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, 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 10, 2020
Hamid R. Moghadam

/s/ Thomas S. Olinger	Chief Financial Officer	February 10, 2020
Thomas S. Olinger

/s/ Lori A. Palazzolo	Managing Director and Chief Accounting Officer	February 10, 2020
Lori A. Palazzolo

/s/ Cristina G. Bita	Director	February 10, 2020
Cristina G. Bita

/s/ George L. Fotiades	Director	February 10, 2020
George L. Fotiades

/s/ Lydia H. Kennard	Director	February 10, 2020
Lydia H. Kennard

/s/ J. Michael Losh	Director	February 10, 2020
J. Michael Losh

/s/ Irving F. Lyons III	Director	February 10, 2020
Irving F. Lyons III

/s/ David P. O’Connor	Director	February 10, 2020
David P. O’Connor

/s/ Olivier Piani	Director	February 10, 2020
Olivier Piani

/s/ Jeffrey L. Skelton	Director	February 10, 2020
Jeffrey L. Skelton

/s/ Carl B. Webb	Director	February 10, 2020
Carl B. Webb

/s/ William D. Zollars	Director	February 10, 2020
William D. Zollars

Previous: Item 15. Exhibits, Financial Statements and Schedules