Item 16. Form 10-K Summary

345K characters. Original on sec.gov · Markdown

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	50
Prologis, Inc.:
Consolidated Balance Sheets	55
Consolidated Statements of Income	56
Consolidated Statements of Comprehensive Income	57
Consolidated Statements of Equity	58
Consolidated Statements of Cash Flows	59
Prologis, L.P.:
Consolidated Balance Sheets	60
Consolidated Statements of Income	61
Consolidated Statements of Comprehensive Income	62
Consolidated Statements of Capital	63
Consolidated Statements of Cash Flows	64
Prologis, Inc. and Prologis, L.P.:
Notes to the Consolidated Financial Statements	65
Note 1. Description of the Business	65
Note 2. Summary of Significant Accounting Policies	65
Note 3. Acquisitions	72
Note 4. Real Estate	73
Note 5. Unconsolidated Entities	75
Note 6. Assets Held for Sale or Contribution	78
Note 7. Other Assets and Other Liabilities	78
Note 8. Debt	79
Note 9. Stockholders' Equity of Prologis, Inc.	83
Note 10. Partners' Capital of Prologis, L.P.	84
Note 11. Noncontrolling Interests	85
Note 12. Long-Term Compensation	85
Note 13. Income Taxes	88
Note 14. Earnings Per Common Share or Unit	90
Note 15. Financial Instruments and Fair Value Measurements	91
Note 16. Commitments and Contingencies	94
Note 17. Business Segments	95
Note 18. Supplemental Cash Flow Information	97
Note 19. Selected Quarterly Financial Data (Unaudited)	99
Schedule III — Real Estate and Accumulated Depreciation	101

Index to Item 15

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, 2022 and 2021, 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, 2022, 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, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, 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, 2022, 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 14, 2023 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.

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 Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

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

As discussed in Notes 2 and 4, the Company had $69,039 million of operating properties as of December 31, 2022. The Company tests the recoverability of operating properties 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 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 following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to determining the expected holding period of operating properties and any related changes. We evaluated the Company’s expected holding period by inquiring of the Company regarding changes to the expected holding period, considering certain factors related to 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 changes to the expected holding period.

Duke Realty transaction

As discussed in Note 3 to the consolidated financial statements, on October 3, 2022 Prologis, Inc. and Prologis, L.P. acquired Duke Realty Corporation and Duke Realty Limited Partnership (collectively the “Duke Realty transaction”) for $23.2 billion and the transaction was accounted for as an asset acquisition. In asset acquisitions, the Company measures the real estate assets acquired based on their cost or total consideration exchanged and any excess or bargain consideration is allocated to the real estate properties and related lease intangibles on a relative fair value basis. The components of the acquisition include an initial allocation to investments in real estate properties acquired based on fair value and an initial allocation of that fair value to buildings and land. The Company determines fair value of the real estate properties based on the expected future cash flows of the property and various characteristics of the markets where the property is located utilizing an income approach methodology, which may be a discounted cash flow analysis or applying a capitalization rate to the estimated net operating income of a property.

We identified the evaluation of the fair value allocated to investments in real estate properties acquired, including the allocation of the property fair value to land and building, in the Duke Realty transaction as a critical audit matter. Evaluating the fair value amounts estimated by the Company in the allocation involved complex auditor judgment as a result of measurement uncertainty. Specifically, testing significant assumptions of market rents and capitalization rates related to investments in real estate and testing the allocation of property fair value to land and building required specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s fair value estimation process for investments in real estate properties, including land and building. This included controls related to the determination of amounts allocated to land and building and determination of market rents and capitalization rates used to estimate the fair value of investments in real estate properties. For a selection of investments in real estate properties we involved valuation professionals with specialized skills and knowledge, who assisted in:

Index to Item 15

	•	Comparing the Company’s determination of the fair value of investments in real estate properties to sales prices from available property sales

	•	Comparing the Company’s market rent and capitalization rate assumptions used in the determination of the fair value of investments in real estate properties to available leasing information, industry research publications and inquiries of market participants

	•	Comparing the Company’s determination of the fair value of land to sales prices from available land sales

	•	Comparing the Company’s determination of the fair value of building to developed ranges of estimates based on market data, such as industry guides used for developing replacement building values.

/s/ KPMG LLP

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

Denver, Colorado

February 14, 2023

Index to Item 15

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 Operating Partnership) as of December 31, 2022 and 2021, 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, 2022, 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 Operating Partnership as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.

Basis for Opinion

These consolidated financial statements are the responsibility of the Operating Partnership’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 Operating Partnership 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. The Operating Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Operating Partnership’s internal control over financial reporting. Accordingly, we express no such opinion.

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 Matters

Assessment of the Operating Partnership’s evaluation of the expected holding period for operating properties

As discussed in Notes 2 and 4, the Operating Partnership had $69,039 million of operating properties as of December 31, 2022. The Operating Partnership tests the recoverability of operating properties 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 Operating Partnership’s evaluation of the expected holding period for operating properties as a critical audit matter. Subjective auditor judgment was required to assess the relevant events or changes in circumstances that the Operating Partnership used to evaluate its expected holding period. A shortening of the expected holding period could indicate a potential impairment.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to determining the expected holding period of operating properties and any related changes. We evaluated the Operating Partnership’s expected holding period by inquiring of the Operating Partnership regarding changes to the expected holding period, considering certain factors related to the current economic environment, reading minutes of the meetings of the Board of Directors of Prologis, Inc., reading external communications with investors and analysts, and analyzing documents prepared by the Operating Partnership regarding proposed real estate transactions and potential changes to the expected holding period.

Duke Realty transaction

Index to Item 15

rate to the estimated net operating income of a property.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s fair value estimation process for investments in real estate properties, including land and building. This included controls related to the determination of amounts allocated to land and building and determination of market rents and capitalization rates used to estimate the fair value of investments in real estate properties. For a selection of investments in real estate properties we involved valuation professionals with specialized skills and knowledge, who assisted in:

	•	Comparing the Company’s determination of the fair value of investments in real estate properties to sales prices from available property sales

	•	Comparing the Company’s market rent and capitalization rate assumptions used in the determination of the fair value of investments in real estate properties to available leasing information, industry research publications and inquiries of market participants

	•	Comparing the Company’s determination of the fair value of land to sales prices from available land sales

	•	Comparing the Company’s determination of the fair value of building to developed ranges of estimates based on market data, such as industry guides used for developing replacement building values

/s/ KPMG LLP

We have served as the Operating Partnership’s auditor since 2002.

Denver, Colorado

February 14, 2023

Index to Item 15

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, 2022, 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, 2022, 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, 2022 and 2021, 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, 2022, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 14, 2023 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Annual Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

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 14, 2023

Index to Item 15

PROLOGIS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

	December 31,
	2022			2021
ASSETS
Investments in real estate properties	$	81,623,396		$	53,005,190
Less accumulated depreciation		9,036,085			7,668,187
Net investments in real estate properties		72,587,311			45,337,003
Investments in and advances to unconsolidated entities		9,698,898			8,610,958
Assets held for sale or contribution		531,257			669,688
Net investments in real estate		82,817,466			54,617,649

Cash and cash equivalents		278,483			556,117
Other assets		4,801,499			3,312,454
Total assets	$	87,897,448		$	58,486,220

LIABILITIES AND EQUITY
Liabilities:
Debt	$	23,875,961		$	17,715,054
Accounts payable and accrued expenses		1,711,885			1,252,767
Other liabilities		4,446,509			1,776,189
Total liabilities		30,034,355			20,744,010

Equity:
Prologis, Inc. stockholders’ equity:
Series Q preferred stock at stated liquidation preference of $50 per share; $0.01 par value; 1,279 shares issued and outstanding and 100,000 preferred shares authorized at December 31, 2022 and 2021		63,948			63,948
Common stock; $0.01 par value; 923,142 and 739,827 shares issued and outstanding at December 31, 2022 and 2021, respectively		9,231			7,398
Additional paid-in capital		54,065,407			35,561,608
Accumulated other comprehensive loss		(443,609	)		(878,253	)
Distributions in excess of net earnings		(457,695	)		(1,327,828	)
Total Prologis, Inc. stockholders’ equity		53,237,282			33,426,873
Noncontrolling interests		4,625,811			4,315,337
Total equity		57,863,093			37,742,210
Total liabilities and equity	$	87,897,448		$	58,486,220

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

Index to Item 15

PROLOGIS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

	Years Ended December 31,
	2022			2021			2020
Revenues:
Rental	$	4,913,171		$	4,147,994		$	3,791,131
Strategic capital		1,039,585			590,750			636,987
Development management and other		20,936			20,696			10,617
Total revenues		5,973,692			4,759,440			4,438,735
Expenses:
Rental		1,205,738			1,041,316			952,063
Strategic capital		303,356			207,171			218,041
General and administrative		331,083			293,167			274,845
Depreciation and amortization		1,812,777			1,577,942			1,561,969
Other		40,336			22,435			30,010
Total expenses		3,693,290			3,142,031			3,036,928

Operating income before gains on real estate transactions, net		2,280,402			1,617,409			1,401,807
Gains on dispositions of development properties and land, net		597,745			817,017			464,942
Gains on other dispositions of investments in real estate, net		589,391			772,570			252,195
Operating income		3,467,538			3,206,996			2,118,944

Other income (expense):
Earnings from unconsolidated entities, net		310,872			404,255			297,370
Interest expense		(309,037	)		(266,228	)		(314,507	)
Foreign currency and derivative gains (losses) and other income (expense), net		241,621			165,278			(166,429	)
Losses on early extinguishment of debt, net		(20,184	)		(187,453	)		(188,290	)
Total other income (expense)		223,272			115,852			(371,856	)
Earnings before income taxes		3,690,810			3,322,848			1,747,088
Total income tax expense		(135,412	)		(174,258	)		(130,458	)
Consolidated net earnings		3,555,398			3,148,590			1,616,630
Less net earnings attributable to noncontrolling interests		190,542			208,867			134,816
Net earnings attributable to controlling interests		3,364,856			2,939,723			1,481,814
Less preferred stock dividends		6,060			6,152			6,345
Loss on preferred stock repurchase		-			-			2,347
Net earnings attributable to common stockholders	$	3,358,796		$	2,933,571		$	1,473,122

Weighted average common shares outstanding – Basic		785,675			739,363			728,323
Weighted average common shares outstanding – Diluted		811,608			764,762			754,414

Net earnings per share attributable to common stockholders – Basic	$	4.28		$	3.97		$	2.02

Net earnings per share attributable to common stockholders – Diluted	$	4.25		$	3.94		$	2.01

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

Index to Item 15

PROLOGIS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	Years Ended December 31,
	2022			2021			2020
Consolidated net earnings	$	3,555,398		$	3,148,590		$	1,616,630
Other comprehensive income (loss):
Foreign currency translation gains (losses), net		373,405			305,929			(194,673	)
Unrealized gains (losses) on derivative contracts, net		71,639			17,542			(14,117	)
Comprehensive income		4,000,442			3,472,061			1,407,840
Net earnings attributable to noncontrolling interests		(190,542	)		(208,867	)		(134,816	)
Other comprehensive loss (income) attributable to noncontrolling interests		(10,400	)		(7,985	)		5,449
Comprehensive income attributable to common stockholders	$	3,799,500		$	3,255,209		$	1,278,473

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

Index to Item 15

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, 2020	$	68,948			631,797		$	6,318		$	25,719,427		$	(990,398	)	$	(2,151,168	)	$	3,418,657		$	26,071,784
Consolidated net earnings		-			-			-			-			-			1,481,814			134,816			1,616,630
Effect of equity compensation plans		-			690			7			27,745			-			-			82,233			109,985
Liberty Transaction, net of issuance costs		-			106,723			1,067			9,801,373			-			-			211,086			10,013,526
Acquisitions by noncontrolling interests		-			-			-			-			-			-			48,533			48,533
Repurchase of common stock		-			(539	)		(5	)		(34,824	)		-			-			-			(34,829	)
Repurchase of preferred stock		(5,000	)		-			-			147			-			(2,347	)		-			(7,200	)
Capital contributions		-			-			-			-			-			-			917,092			917,092
Redemption of noncontrolling interests		-			710			7			30,727			-			-			(147,712	)		(116,978	)
Foreign currency translation losses, net		-			-			-			-			(189,599	)		-			(5,074	)		(194,673	)
Unrealized losses on derivative contracts, net		-			-			-			-			(13,742	)		-			(375	)		(14,117	)
Reallocation of equity		-			-			-			(55,413	)		-			-			55,413			-
Dividends ($2.32 per common share) and other distributions		-			-			-			(548	)		-			(1,722,989	)		(361,636	)		(2,085,173	)
Balance at December 31, 2020	$	63,948			739,381		$	7,394		$	35,488,634		$	(1,193,739	)	$	(2,394,690	)	$	4,353,033		$	36,324,580
Consolidated net earnings		-			-			-			-			-			2,939,723			208,867			3,148,590
Effect of equity compensation plans		-			(389	)		(4	)		38,114			-			-			78,062			116,172
Capital contributions		-			-			-			-			-			-			74,404			74,404
Redemption of noncontrolling interests		-			835			8			37,238			-			-			(190,482	)		(153,236	)
Consolidation of other venture		-			-			-			-			-			-			25,759			25,759
Acquisitions by noncontrolling interests		-			-			-			-			-			-			130,416			130,416
Foreign currency translation gains, net		-			-			-			-			298,413			-			7,516			305,929
Unrealized gains on derivative contracts, net		-			-			-			-			17,073			-			469			17,542
Reallocation of equity		-			-			-			(2,347	)		-			-			2,347			-
Dividends ($2.52 per common share) and other distributions		-			-			-			(31	)		-			(1,872,861	)		(375,054	)		(2,247,946	)
Balance at December 31, 2021	$	63,948			739,827		$	7,398		$	35,561,608		$	(878,253	)	$	(1,327,828	)	$	4,315,337		$	37,742,210
Consolidated net earnings		-						-			-			-			3,364,856			190,542			3,555,398
Effect of equity compensation plans		-			393			4			66,647			-			-			121,074			187,725
Duke Transaction, net of issuance costs		-			182,661			1,827			18,551,852			-			-			219,565			18,773,244
Capital contributions		-			-			-			-			-			-			13,295			13,295
Redemption of noncontrolling interests		-			261			2			12,445			-			-			(101,427	)		(88,980	)
Foreign currency translation gains, net		-			-			-			-			364,725			-			8,680			373,405
Unrealized gains on derivative contracts, net		-			-			-			-			69,919			-			1,720			71,639
Reallocation of equity		-			-			-			(127,134	)		-			-			127,134			-
Dividends ($3.16 per common share) and other distributions		-			-			-			(11	)		-			(2,494,723	)		(270,109	)		(2,764,843	)
Balance at December 31, 2022	$	63,948			923,142		$	9,231		$	54,065,407		$	(443,609	)	$	(457,695	)	$	4,625,811		$	57,863,093

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

Index to Item 15

PROLOGIS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Years Ended December 31,
	2022			2021			2020
Operating activities:
Consolidated net earnings	$	3,555,398		$	3,148,590		$	1,616,630
Adjustments to reconcile net earnings to net cash provided by operating activities:
Straight-lined rents and amortization of above and below market leases		(267,709	)		(148,239	)		(126,328	)
Equity-based compensation awards		175,356			113,028			109,831
Depreciation and amortization		1,812,777			1,577,942			1,561,969
Earnings from unconsolidated entities, net		(310,872	)		(404,255	)		(297,370	)
Operating distributions from unconsolidated entities		410,483			440,034			450,622
Decrease (increase) in operating receivables from unconsolidated entities		(63,947	)		(14,223	)		14,670
Amortization of debt discounts and debt issuance costs, net		23,736			8,656			7,859
Gains on dispositions of development properties and land, net		(597,745	)		(817,017	)		(464,942	)
Gains on other dispositions of investments in real estate, net		(589,391	)		(772,570	)		(252,195	)
Unrealized foreign currency and derivative losses (gains), net		(92,201	)		(173,026	)		160,739
Losses on early extinguishment of debt, net		20,184			187,453			188,290
Deferred income tax expense		12,638			1,322			744
Increase in accounts receivable and other assets		(71,307	)		(328,511	)		(127,619	)
Increase in accounts payable and accrued expenses and other liabilities		109,030			176,858			94,105
Net cash provided by operating activities		4,126,430			2,996,042			2,937,005
Investing activities:
Real estate development		(3,118,379	)		(2,639,872	)		(1,920,218	)
Real estate acquisitions		(2,492,108	)		(2,320,448	)		(1,239,034	)
Duke Transaction, net of cash acquired		(92,052	)		-			-
Liberty Transaction, net of cash acquired		-			-			(29,436	)
IPT Transaction, net of cash acquired		-			-			(1,665,359	)
Tenant improvements and lease commissions on previously leased space		(339,234	)		(329,059	)		(221,491	)
Property improvements		(211,358	)		(169,933	)		(149,491	)
Proceeds from dispositions and contributions of real estate		2,063,623			4,222,290			2,281,940
Investments in and advances to unconsolidated entities		(442,366	)		(798,103	)		(385,936	)
Return of investment from unconsolidated entities		76,994			58,275			257,065
Proceeds from repayment of notes receivable backed by real estate		-			-			4,312
Proceeds from the settlement of net investment hedges		59,281			3,305			2,352
Payments on the settlement of net investment hedges		(3,458	)		(16,513	)		(9,034	)
Net cash used in investing activities		(4,499,057	)		(1,990,058	)		(3,074,330	)
Financing activities:
Proceeds from issuance of common stock		-			743			2,217
Repurchase and retirement of common stock		-			-			(34,829	)
Repurchase of preferred stock		-			-			(7,200	)
Dividends paid on common and preferred stock		(2,494,723	)		(1,872,861	)		(1,722,989	)
Noncontrolling interests contributions		13,295			74,404			917,092
Noncontrolling interests distributions		(270,109	)		(375,054	)		(361,636	)
Settlement of noncontrolling interests		(88,980	)		(153,236	)		(116,978	)
Tax paid with shares withheld		(27,688	)		(19,855	)		(24,887	)
Debt and equity issuance costs paid		(45,654	)		(23,318	)		(54,204	)
Net proceeds from (payments on) credit facilities		294,164			323,336			(10,959	)
Repurchase of and payments on debt		(1,381,005	)		(2,560,174	)		(6,782,306	)
Proceeds from the issuance of debt		4,116,489			3,597,690			7,824,517
Net cash provided by (used in) financing activities		115,789			(1,008,325	)		(372,162	)

Effect of foreign currency exchange rate changes on cash		(20,796	)		(39,628	)		18,718
Net decrease in cash and cash equivalents		(277,634	)		(41,969	)		(490,769	)
Cash and cash equivalents, beginning of year		556,117			598,086			1,088,855
Cash and cash equivalents, end of year	$	278,483		$	556,117		$	598,086

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.

Index to Item 15

PROLOGIS, L.P.

CONSOLIDATED BALANCE SHEETS

(In thousands)

	December 31,
	2022		2021
ASSETS
Investments in real estate properties	$	81,623,396	$	53,005,190
Less accumulated depreciation		9,036,085		7,668,187
Net investments in real estate properties		72,587,311		45,337,003
Investments in and advances to unconsolidated entities		9,698,898		8,610,958
Assets held for sale or contribution		531,257		669,688
Net investments in real estate		82,817,466		54,617,649

Cash and cash equivalents		278,483		556,117
Other assets		4,801,499		3,312,454
Total assets	$	87,897,448	$	58,486,220

LIABILITIES AND CAPITAL
Liabilities:
Debt	$	23,875,961	$	17,715,054
Accounts payable and accrued expenses		1,711,885		1,252,767
Other liabilities		4,446,509		1,776,189
Total liabilities		30,034,355		20,744,010

Capital:
Partners’ capital:
General partner – preferred		63,948		63,948
General partner – common		53,173,334		33,362,925
Limited partners – common		843,263		557,097
Limited partners – Class A common		464,781		360,702
Total partners’ capital		54,545,326		34,344,672
Noncontrolling interests		3,317,767		3,397,538
Total capital		57,863,093		37,742,210
Total liabilities and capital	$	87,897,448	$	58,486,220

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

Index to Item 15

PROLOGIS, L.P.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per unit amounts)

	Years Ended December 31,
	2022			2021			2020
Revenues:
Rental	$	4,913,171		$	4,147,994		$	3,791,131
Strategic capital		1,039,585			590,750			636,987
Development management and other		20,936			20,696			10,617
Total revenues		5,973,692			4,759,440			4,438,735
Expenses:
Rental		1,205,738			1,041,316			952,063
Strategic capital		303,356			207,171			218,041
General and administrative		331,083			293,167			274,845
Depreciation and amortization		1,812,777			1,577,942			1,561,969
Other		40,336			22,435			30,010
Total expenses		3,693,290			3,142,031			3,036,928

Operating income before gains on real estate transactions, net		2,280,402			1,617,409			1,401,807
Gains on dispositions of development properties and land, net		597,745			817,017			464,942
Gains on other dispositions of investments in real estate, net		589,391			772,570			252,195
Operating income		3,467,538			3,206,996			2,118,944

Other income (expense):
Earnings from unconsolidated entities, net		310,872			404,255			297,370
Interest expense		(309,037	)		(266,228	)		(314,507	)
Foreign currency and derivative gains (losses) and other income (expense), net		241,621			165,278			(166,429	)
Losses on early extinguishment of debt, net		(20,184	)		(187,453	)		(188,290	)
Total other income (expense)		223,272			115,852			(371,856	)
Earnings before income taxes		3,690,810			3,322,848			1,747,088
Total income tax expense		(135,412	)		(174,258	)		(130,458	)
Consolidated net earnings		3,555,398			3,148,590			1,616,630
Less net earnings attributable to noncontrolling interests		98,611			127,075			93,195
Net earnings attributable to controlling interests		3,456,787			3,021,515			1,523,435
Less preferred unit distributions		6,060			6,152			6,345
Loss on preferred unit repurchase		-			-			2,347
Net earnings attributable to common unitholders	$	3,450,727		$	3,015,363		$	1,514,743

Weighted average common units outstanding – Basic		799,153			751,973			740,860
Weighted average common units outstanding – Diluted		811,608			764,762			754,414

Net earnings per unit attributable to common unitholders – Basic	$	4.28		$	3.97		$	2.02

Net earnings per unit attributable to common unitholders – Diluted	$	4.25		$	3.94		$	2.01

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

Index to Item 15

PROLOGIS, L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	Years Ended December 31,
	2022			2021			2020
Consolidated net earnings	$	3,555,398		$	3,148,590		$	1,616,630
Other comprehensive income (loss):
Foreign currency translation gains (losses), net		373,405			305,929			(194,673	)
Unrealized gains (losses) on derivative contracts, net		71,639			17,542			(14,117	)
Comprehensive income		4,000,442			3,472,061			1,407,840
Net earnings attributable to noncontrolling interests		(98,611	)		(127,075	)		(93,195	)
Other comprehensive loss (income) attributable to noncontrolling interests		292			692			(92	)
Comprehensive income attributable to common unitholders	$	3,902,123		$	3,345,678		$	1,314,553

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

Index to Item 15

PROLOGIS, L.P.

CONSOLIDATED STATEMENTS OF CAPITAL

(In thousands)

	General Partner												Limited Partners												Non-
	Preferred						Common						Common						Class A Common						controlling
	Units			Amount			Units			Amount			Units			Amount			Units			Amount			Interests			Total
Balance at January 1, 2020		1,379		$	68,948			631,797		$	22,584,179			9,933		$	355,076			8,613		$	288,187		$	2,775,394		$	26,071,784
Consolidated net earnings		-			-			-			1,481,814			-			25,359			-			16,262			93,195			1,616,630
Effect of equity compensation plans		-			-			690			27,752			1,362			82,233			-			-			-			109,985
Liberty Transaction, net of issuance costs		-			-			106,723			9,802,440			2,288			210,190			-			-			896			10,013,526
Issuance of units related to acquisitions		-			-			-			-			461			48,533			-			-			-			48,533
Repurchase of common units		-			-			(539	)		(34,829	)		-			-			-			-			-			(34,829	)
Repurchase of preferred units		(100	)		(5,000	)		-			(2,200	)		-			-			-			-			-			(7,200	)
Capital contributions		-			-			-			-			-			-			-			-			917,092			917,092
Redemption of limited partnership units		-			-			710			30,734			(1,902	)		(146,990	)		(18	)		(722	)		-			(116,978	)
Foreign currency translation gains (losses), net		-			-			-			(189,599	)		-			(3,113	)		-			(2,053	)		92			(194,673	)
Unrealized losses on derivative contracts, net		-			-			-			(13,742	)		-			(226	)		-			(149	)		-			(14,117	)
Reallocation of capital		-			-			-			(55,413	)		-			(10,868	)		-			66,281			-			-
Distributions ($2.32 per common unit) and other		-			-			-			(1,723,537	)		-			(36,240	)		-			(22,253	)		(303,143	)		(2,085,173	)
Balance at December 31, 2020		1,279		$	63,948			739,381		$	31,907,599			12,142		$	523,954			8,595		$	345,553		$	3,483,526		$	36,324,580
Consolidated net earnings		-			-			-			2,939,723			-			50,034			-			31,758			127,075			3,148,590
Effect of equity compensation plans		-			-			(389	)		38,110			1,286			78,062			-			-			-			116,172
Capital contributions		-			-			-			-			-			-			-			-			74,404			74,404
Redemption of limited partnership units		-			-			835			37,246			(2,105	)		(190,482	)		-			-			-			(153,236	)
Consolidation of other venture		-			-			-			-			-			-			-			-			25,759			25,759
Issuance of units related to acquisitions		-			-			-			-			1,031			130,416			-			-			-			130,416
Foreign currency translation gains (losses), net		-			-			-			298,413			-			4,982			-			3,226			(692	)		305,929
Unrealized gains on derivative contracts, net		-			-			-			17,073			-			285			-			184			-			17,542
Reallocation of capital		-			-			-			(2,347	)		-			133			-			2,214			-			-
Distributions ($2.52 per common unit) and other		-			-			-			(1,872,892	)		-			(40,287	)		-			(22,233	)		(312,534	)		(2,247,946	)
Balance at December 31, 2021		1,279		$	63,948			739,827		$	33,362,925			12,354		$	557,097			8,595		$	360,702		$	3,397,538		$	37,742,210
Consolidated net earnings		-			-			-			3,364,856			-			57,620			-			34,311			98,611			3,555,398
Effect of equity compensation plans		-			-			393			66,651			1,064			121,074			-			-			-			187,725
Duke Transaction, net of issuance costs		-			-			182,661			18,553,679			2,140			217,385			-			-			2,180			18,773,244
Capital contributions		-			-			-			-			-			-			-			-			13,295			13,295
Redemption of limited partnership units		-			-			261			12,447			(918	)		(101,427	)		-			-			-			(88,980	)
Foreign currency translation gains (losses), net		-			-			-			364,725			-			5,785			-			3,187			(292	)		373,405
Unrealized gains on derivative contracts, net		-			-			-			69,919			-			1,109			-			611			-			71,639
Reallocation of capital		-			-			-			(127,134	)		-			38,931			-			88,203			-			-
Distributions ($3.16 per common unit) and other		-			-			-			(2,494,734	)		-			(54,311	)		-			(22,233	)		(193,565	)		(2,764,843	)
Balance at December 31, 2022		1,279		$	63,948			923,142		$	53,173,334			14,640		$	843,263			8,595		$	464,781		$	3,317,767		$	57,863,093

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

Index to Item 15

PROLOGIS, L.P

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Years Ended December 31,
	2022			2021			2020
Operating activities:
Consolidated net earnings	$	3,555,398		$	3,148,590		$	1,616,630
Adjustments to reconcile net earnings to net cash provided by operating activities:
Straight-lined rents and amortization of above and below market leases		(267,709	)		(148,239	)		(126,328	)
Equity-based compensation awards		175,356			113,028			109,831
Depreciation and amortization		1,812,777			1,577,942			1,561,969
Earnings from unconsolidated entities, net		(310,872	)		(404,255	)		(297,370	)
Operating distributions from unconsolidated entities		410,483			440,034			450,622
Decrease (increase) in operating receivables from unconsolidated entities		(63,947	)		(14,223	)		14,670
Amortization of debt discounts and debt issuance costs, net		23,736			8,656			7,859
Gains on dispositions of development properties and land, net		(597,745	)		(817,017	)		(464,942	)
Gains on other dispositions of investments in real estate, net		(589,391	)		(772,570	)		(252,195	)
Unrealized foreign currency and derivative losses (gains), net		(92,201	)		(173,026	)		160,739
Losses on early extinguishment of debt, net		20,184			187,453			188,290
Deferred income tax expense		12,638			1,322			744
Increase in accounts receivable and other assets		(71,307	)		(328,511	)		(127,619	)
Increase in accounts payable and accrued expenses and other liabilities		109,030			176,858			94,105
Net cash provided by operating activities		4,126,430			2,996,042			2,937,005
Investing activities:
Real estate development		(3,118,379	)		(2,639,872	)		(1,920,218	)
Real estate acquisitions		(2,492,108	)		(2,320,448	)		(1,239,034	)
Duke Transaction, net of cash acquired		(92,052	)		-			-
Liberty Transaction, net of cash acquired		-			-			(29,436	)
IPT Transaction, net of cash acquired		-			-			(1,665,359	)
Tenant improvements and lease commissions on previously leased space		(339,234	)		(329,059	)		(221,491	)
Property improvements		(211,358	)		(169,933	)		(149,491	)
Proceeds from dispositions and contributions of real estate		2,063,623			4,222,290			2,281,940
Investments in and advances to unconsolidated entities		(442,366	)		(798,103	)		(385,936	)
Return of investment from unconsolidated entities		76,994			58,275			257,065
Proceeds from repayment of notes receivable backed by real estate		-			-			4,312
Proceeds from the settlement of net investment hedges		59,281			3,305			2,352
Payments on the settlement of net investment hedges		(3,458	)		(16,513	)		(9,034	)
Net cash used in investing activities		(4,499,057	)		(1,990,058	)		(3,074,330	)
Financing activities:
Proceeds from issuance of common partnership units in exchange for contributions from Prologis, Inc.		-			743			2,217
Repurchase and retirement of common units		-			-			(34,829	)
Repurchase of preferred units		-			-			(7,200	)
Distributions paid on common and preferred units		(2,571,267	)		(1,935,381	)		(1,781,482	)
Noncontrolling interests contributions		13,295			74,404			917,092
Noncontrolling interests distributions		(193,565	)		(312,534	)		(303,143	)
Redemption of common limited partnership units		(88,980	)		(153,236	)		(116,978	)
Tax paid with shares of the Parent withheld		(27,688	)		(19,855	)		(24,887	)
Debt and equity issuance costs paid		(45,654	)		(23,318	)		(54,204	)
Net proceeds from (payments on) credit facilities		294,164			323,336			(10,959	)
Repurchase of and payments on debt		(1,381,005	)		(2,560,174	)		(6,782,306	)
Proceeds from the issuance of debt		4,116,489			3,597,690			7,824,517
Net cash provided by (used in) financing activities		115,789			(1,008,325	)		(372,162	)

Effect of foreign currency exchange rate changes on cash		(20,796	)		(39,628	)		18,718
Net decrease in cash and cash equivalents		(277,634	)		(41,969	)		(490,769	)
Cash and cash equivalents, beginning of year		556,117			598,086			1,088,855
Cash and cash equivalents, end of year	$	278,483		$	556,117		$	598,086

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.

Index to Item 15

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 (Rental Operations and Development) and Strategic Capital. Our Real Estate Segment represents the ownership, leasing and development of logistics properties. Our Strategic Capital Segment represents the management of properties owned by our unconsolidated co-investment ventures and other ventures. See Note 17 for further discussion of our business segments. Unless otherwise indicated, the Notes to the Consolidated Financial Statements apply to both the Parent and the OP. The terms “the Company,” “Prologis,” “we,” “our” or “us” means the Parent and OP collectively.

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

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

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

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. Intercompany transactions with consolidated entities have been eliminated.

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

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

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

Index to Item 15

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

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

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

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

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

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

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

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

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

•

Above and Below Market Leases. We recognize an asset or liability for acquired leases with in-place rents that are higher or lower than our estimate of current market rents in each of the applicable markets. The above or below market lease intangibles are valued using a discounted cash flow approach through which we recognize the present value of the difference in cash flows between in-place and market rents. The value is recorded in either Other Assets or Other Liabilities, as appropriate, and is amortized over the remaining term of the respective leases, including any bargain renewal options, to rental revenues.

Index to Item 15

•	Foregone Rent. We calculate the value of the revenue and recovery of costs which would be foregone during a reasonable lease-up period, 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 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.

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

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

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

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

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

•	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. The technique utilized depends on the type of derivative financial instrument being valued, principally foreign currency forwards and interest rate swaps, and involves the contractual term of the derivative, observable market-based inputs and implied volatilities.

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

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

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

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

Index to Item 15

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

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

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

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

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

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

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

•	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 operating income from 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 operating income from 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 and operating properties and future development projects, 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 not recognized. Assets held for sale or contribution are reported at the lower of carrying amount or estimated fair value less costs to sell.

Index to Item 15

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

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

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

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

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

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

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

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

Index to Item 15

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

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

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

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 generally record amounts reimbursed by our customers (“rental recoveries”) as revenues in the period that the applicable expenses are incurred. We account for and present rental revenue and rental recoveries as a single component under Rental Revenues as the timing of recognition is the same, the pattern with which we transfer the right of use of the property and related services to the lessee are both on a straight-line basis and our leases qualify as operating leases. We perform credit analyses of our customers prior to the execution of our leases and continue these analyses for each individual lease on an ongoing basis in order to ensure the collectability of rental revenue. We recognize revenue to the extent that amounts are determined to be collectible.

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

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

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

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

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

Index to Item 15

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

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

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

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

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

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

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

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

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

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

Index to Item 15

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

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

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

NOTE 3. ACQUISITIONS

Duke Transaction

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

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

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

Number of Prologis shares and units issued upon conversion of Duke's shares and units at October 3, 2022		184.80
Multiplied by price of Prologis' common stock on September 30, 2022	$	101.60
Fair value of Prologis shares and units issued	$	18,776

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

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

Net investments in real estate	$	24,908
Cash and other assets		441
Debt		(4,162	)
Intangible liabilities, net of intangible assets (1)		(1,461	)
Accounts payable, accrued expenses and other liabilities		(708	)
Noncontrolling interests		(2	)
Total purchase price, including transaction costs	$	19,016

Index to Item 15

	(1)	Intangible assets of $832.5 million and intangible liabilities of $2.3 billion were included within Other Assets and Other Liabilities, respectively, on the Consolidated Balance Sheets. The acquired lease intangibles from the Duke Transaction will be amortized over the terms of the respective leases with a weighted average remaining lease term of 64 months.

Liberty Transaction

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

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

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

Number of Prologis shares and units issued upon conversion of Liberty shares and units at February 4, 2020		109.01
Multiplied by price of Prologis' common stock on February 3, 2020	$	91.87
Fair value of Prologis shares and units issued	$	10,015

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

The total purchase price allocation for Liberty was as follows (in millions):

Net investments in real estate	$	12,636
Intangible assets, net of intangible liabilities		491
Cash and other assets		233
Debt		(2,845	)
Accounts payable, accrued expenses and other liabilities		(383	)
Noncontrolling interests		(1	)
Total purchase price, including transaction costs	$	10,131

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
	2022 (1)		2021		2022 (1)		2021		2022 (1)		2021
Operating properties:
Buildings and improvements		597,362		444,413		2,825		2,310	$	48,650,334	$	32,159,514
Improved land										20,388,461		12,294,246
Development portfolio, including land costs:
Prestabilized		4,874		6,325		15		16		597,553		710,091
Properties under development		44,011		28,638		121		83		3,614,601		2,019,249
Land (2)										3,338,121		2,519,590
Other real estate investments (3)										5,034,326		3,302,500
Total investments in real estate properties										81,623,396		53,005,190
Less accumulated depreciation										9,036,085		7,668,187
Net investments in real estate properties									$	72,587,311	$	45,337,003

(1)	Includes the acquired real estate properties from the Duke Transaction at December 31, 2022. See Note 3 for more information.

(2)	At December 31, 2022 and 2021, our land was comprised of 7,188 and 6,227 acres, respectively.

(3)

Included in other real estate investments were: (i) non-strategic real estate assets, primarily acquired from the Duke Transaction, that we do not intend to operate long-term; (ii) land parcels we own and lease to third parties; (iii) non-industrial real estate assets that we generally intend to redevelop into industrial properties; and (iv) costs associated with potential acquisitions and future development projects, including purchase options on land.

Index to Item 15

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

Acquisitions

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

	2022		2021 (1)		2020 (2)
Number of operating properties		23		31		150
Square feet		5,169		6,760		21,874
Acres of land		2,218		2,684		830
Acquisition cost of net investments in real estate, excluding other real estate investments	$	1,828,256	$	2,517,644	$	3,054,381

Acquisition cost of other real estate investments	$	641,168	$	525,499	$	206,084

(1)	Included in 2021, is our acquisition of additional ownership interest in certain unconsolidated other ventures that we acquired from our partners and subsequently resulted in the consolidation of the real estate assets.

(2)

On January 8, 2020, our two U.S. co-investment ventures, Prologis Targeted U.S. Logistics Fund, L.P. (“USLF”) and Prologis U.S. Logistics Venture, LLC (“USLV”), acquired the wholly-owned real estate assets of Industrial Property Trust Inc. (“IPT”) for $2.0 billion each in a cash transaction, including transaction costs and the assumption and repayment of debt (the “IPT Transaction”). As we consolidate USLV, the number of operating properties, square feet and acquisition cost for the properties acquired by USLV are included in the consolidated acquisition activity.

Dispositions

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

	2022		2021		2020
Dispositions of development properties and land, net (1)
Number of properties		21		41		41
Square feet		7,676		16,482		14,482
Net proceeds	$	1,398,585	$	2,629,750	$	1,693,557
Gains on dispositions of development properties and land, net	$	597,745	$	817,017	$	464,942

Other dispositions of investments in real estate, net (2)
Number of properties		103		97		61
Square feet		8,718		20,806		10,562
Net proceeds	$	1,271,639	$	2,536,622	$	1,264,692
Gains on other dispositions of investments in real estate, net	$	589,391	$	772,570	$	252,195

(1)	The gains we recognize in Gains on Dispositions of Development Properties and Land, Net are primarily driven by the contribution of newly developed properties to our unconsolidated co-investment ventures and occasionally sales to a third party.

(2)	In 2021, we sold our ownership interest in an unconsolidated other venture.

Leases

As a Lessor

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

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

Index to Item 15


2023	$	4,404,367
2024		4,221,731
2025		3,800,708
2026		3,231,191
2027		2,578,599
Thereafter		9,452,245
Total	$	27,688,841

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

As a Lessee

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

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


2023	$	62,061
2024		71,709
2025		56,349
2026		47,443
2027		39,642
Thereafter		1,144,025
Total undiscounted rental payments		1,421,229
Less imputed interest		782,418
Total lease liabilities	$	638,811

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

NOTE 5. UNCONSOLIDATED ENTITIES

Summary of Investments

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

Index to Item 15

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

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

	2022		2021
Unconsolidated co-investment ventures	$	8,073,927	$	7,825,455
Other ventures (1)		1,624,971		785,503
Total	$	9,698,898	$	8,610,958

(1)	In 2022, we completed the Duke Transaction and acquired an equity method investment in several other ventures.

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	2022			2021			2022		2021
Prologis Targeted U.S. Logistics Fund, L.P. (“USLF”)		26.2	%		27.0	%	$	2,397,544	$	2,393,232
FIBRA Prologis (1)		47.9	%		47.3	%		888,710		694,590
Prologis European Logistics Partners (“PELP”) (2) (3)		50.0	%		50.0	%		1,949,002		2,097,332
Prologis European Logistics Fund (“PELF”) (3)		23.8	%		23.8	%		1,837,615		1,605,253
Prologis UK Logistics Venture (“UKLV”) (2) (3)	-				15.0	%		-		9,243
Nippon Prologis REIT, Inc. (“NPR”) (4)		15.1	%		15.1	%		614,933		684,029
Prologis China Core Logistics Fund, LP (“PCCLF”)		15.5	%		15.3	%		92,863		75,922
Prologis China Logistics Venture I, LP, II, LP and III, LP (“Prologis China Logistics Venture”) (2)		15.0	%		15.0	%		111,906		120,283
Prologis Brazil Logistics Venture (“PBLV”) and other joint ventures (2)		20.0	%		20.0	%		181,354		145,571
Total							$	8,073,927	$	7,825,455

(1)	At December 31, 2022, we owned 489.1 million units of FIBRA Prologis that had a closing price of Ps 55.83 ($2.88) 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)	In December 2021, UKLV sold its operating properties to our unconsolidated co-investment ventures, PELF and PELP, and its land to us and recognized the related gains upon disposition. At December 31, 2021, there was a $9.2 million outstanding receivable balance that was paid in the second quarter of 2022.

(4)	At December 31, 2022, we owned 0.4 million units of NPR that had a closing price of ¥308,500 ($2,339) per share on the Tokyo Stock Exchange. For any properties we develop and plan to sell in Japan, we have committed to offer those properties to NPR if we determine the properties meet NPR’s investment objectives.

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

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

Index to Item 15

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

	2022		2021		2020
Recurring fees	$	455,385	$	395,765	$	318,423
Transactional fees		67,048		78,552		65,804
Promote revenue (1)		503,779		77,199		239,268
Total strategic capital revenues from unconsolidated co-investment ventures (2)	$	1,026,212	$	551,516	$	623,495

(1)	Includes promote revenue earned primarily from PELF in September 2022 and USLF in June 2020.

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

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

	U.S.						Other Americas (1)						Europe						Asia						Total
At:	2022			2021			2022			2021			2022 (2)			2021			2022			2021			2022			2021
Key property information:
Ventures		1			1			2			2			2			2			3			3			8			8
Operating properties		739			732			260			254			989			818			217			203			2,205			2,007
Square feet		123			122			60			56			219			198			89			82			491			458

Financial position:
Total assets ($)		12,617			11,619			3,744			3,349			22,502			18,373			9,964			10,746			48,827			44,087
Third-party debt ($)		3,468			3,069			919			1,052			5,315			3,737			3,811			4,157			13,513			12,015
Total liabilities ($)		4,143			3,717			1,011			1,116			7,292			5,619			4,279			4,685			16,725			15,137

Our investment balance ($) (3)		2,398			2,393			1,070			840			3,786			3,712			820			880			8,074			7,825
Our weighted average ownership (4)		26.2	%		27.0	%		41.0	%		40.8	%		31.0	%		30.9	%		15.2	%		15.1	%		27.4	%		26.9	%

	U.S.						Other Americas (1)						Europe						Asia						Total
Operating Information:	2022		2021		2020		2022		2021		2020		2022		2021		2020		2022		2021		2020		2022		2021		2020
For the years ended:
Total revenues ($)		1,182		1,039		946		383		321		278		1,424		1,387		1,208		629		653		584		3,618		3,400		3,016
Net earnings ($)		292		312		169		137		120		91		493		1,070		390		114		160		255		1,036		1,662		905

Our earnings from unconsolidated co-investment ventures, net ($)		79		82		46		47		43		34		150		214		121		19		27		39		295		366		240

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

(2)	In September 2022, PELF acquired a real estate portfolio that primarily included 125 industrial operating properties.

(3)

Prologis’ investment balance is presented at our adjusted basis. The difference between our ownership interest of a venture’s equity and our investment balance at December 31, 2022 and 2021, results principally from four types of transactions: (i) deferred gains from the contribution of property to a venture prior to January 1, 2018 ($546.9 million and $559.7 million, respectively); (ii) recording additional costs associated with our investment in the venture ($90.4 million and $96.6 million, respectively); (iii) receivables, principally for fees and promotes ($193.7 million and $149.5 million, respectively); and (iv) customer security deposits retained subsequent to property contributions to NPR, as discussed above.

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

Equity Commitments Related to Certain Unconsolidated Co-Investment Ventures

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

Index to Item 15

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

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, 2022 and 2021. At the time of classification, these properties were expected to be sold to third parties or were recently stabilized and expected to be contributed to unconsolidated co-investment ventures within twelve months. The amounts included in Assets Held for Sale or Contribution represented real estate investment balances and the related assets and liabilities.

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

	2022		2021
Number of operating properties		21		14
Square feet		4,061		5,486
Total assets held for sale or contribution	$	531,257	$	669,688
Total liabilities associated with assets held for sale or contribution – included in Other Liabilities	$	4,536	$	10,631

NOTE 7. OTHER ASSETS AND OTHER LIABILITIES

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

	2022		2021
Acquired lease intangibles (1)	$	1,183,006	$	552,517
Lease right-of-use assets (2)		735,430		459,364
Rent leveling		715,679		578,960
Leasing commissions		650,127		520,778
Accounts receivable		377,996		424,240
Prepaid assets		239,483		153,591
Derivative assets		227,236		91,047
Value added taxes receivable		143,317		133,034
Fixed assets		119,897		118,044
Other notes receivable		116,537		35,970
Management contracts		11,048		12,282
Deferred income taxes		5,732		8,926
Other		276,011		223,701
Total other assets	$	4,801,499	$	3,312,454

Acquired lease intangibles (1)	$	2,373,050	$	198,894
Lease liabilities (2)		638,811		448,445
Tenant security deposits		419,409		373,432
Unearned rents		305,299		164,669
Environmental liabilities		209,935		86,920
Deferred income taxes		99,757		75,007
Indemnification liability		44,356		44,416
Deferred income		24,481		21,699
Value added taxes payable		15,160		17,556
Derivative liabilities		6,682		9,675
Liabilities associated with assets held for sale or contribution		4,536		10,631
Other		305,033		324,845
Total other liabilities	$	4,446,509	$	1,776,189

(1)	Included in acquired lease intangible assets and liabilities were $832.5 million of intangible assets and $2.3 billion of intangible liabilities from the Duke Transaction, respectively. These assets and liabilities will be amortized over the terms of the respective leases with a weighted average remaining lease term of 64 months. See Note 3 for more information.

(2)	For the amortization of the future minimum rental payments into rental expense and G&A expense on our land and office leases, respectively, refer to Note 4.

Index to Item 15

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

	Amortization Expense		Net Increase to Rental Revenues
2023	$	421,196	$	479,339
2024		323,562		343,066
2025		257,560		231,108
2026		202,120		157,520
2027		152,028		112,213
Thereafter		376,559		234,017
Total	$	1,733,025	$	1,557,263

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):

	2022					2021
	Weighted Average			Amount		Weighted Average			Amount
	Interest Rate (1)	Years (2)		Outstanding (3)		Interest Rate (1)	Years (2)		Outstanding (3)
Credit facilities (4)	4.2%		2.8	$	1,538,461	0.8%		1.6	$	491,393
Senior notes (4) (5)	2.3%		10.3		19,786,253	1.7%		11.6		14,981,690
Term loans and unsecured other (4)	2.3%		4.9		2,106,592	0.5%		4.2		1,825,195
Secured mortgage (4) (6)	3.0%		4.3		444,655	5.1%		4.7		416,776
Total	2.5%		9.2	$	23,875,961	1.6%		10.4	$	17,715,054

(1)	The weighted average interest rates presented represent the effective interest rates (including amortization of debt issuance costs and noncash premiums or discounts) at the end of the period for the debt outstanding and include the impact of designated interest rate swaps, which effectively fix the interest rate on certain variable rate debt.

(2)	The weighted average years represents the remaining maturity in years on the debt outstanding at period end.

(3)	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:

	2022								2021
	Weighted Average Interest Rate			Amount Outstanding		% of Total			Weighted Average Interest Rate			Amount Outstanding		% of Total
British pound sterling		2.1	%	$	1,228,483		5.1	%		2.1	%	$	1,376,807		7.8	%
Canadian dollar		4.5	%		814,491		3.4	%		2.7	%		283,773		1.6	%
Euro		1.3	%		7,991,301		33.5	%		1.0	%		7,408,407		41.8	%
Japanese yen		1.0	%		3,308,009		13.9	%		0.9	%		2,878,542		16.2	%
U.S. dollar		3.6	%		10,533,677		44.1	%		2.6	%		5,767,525		32.6	%
Total		2.5	%	$	23,875,961		100.0	%		1.6	%	$	17,715,054		100.0	%

(4)	Through the Duke Transaction, we assumed $4.2 billion of debt with a weighted average stated interest rate of 2.3% and 4.9% at fair value consisting of $2.9 billion of senior notes, a $746.4 million line of credit, a $501.2 million term loan and $34.2 million of secured mortgage debt. We paid down the balance on Duke’s line of credit subsequent to closing the acquisition.

(5)	Senior notes are due from February 2024 to June 2061 with effective interest rates ranging from 0.3% to 5.3% at December 31, 2022.

(6)	Secured mortgage debt is due from April 2023 to September 2033 with effective interest rates ranging from 0.4% to 7.0% at December 31, 2022. The debt was principally secured by 21 operating properties, two properties under development, one prestabilized property, two other real estate investments and one land parcel with an aggregate undepreciated cost of $1.3 billion at December 31, 2022.

Index to Item 15

Credit Facilities

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

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

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

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

	2022			2021			2020
Credit Facility activity for the years ended December 31:
Weighted average daily interest rate		1.7	%		1.3	%		1.1	%
Weighted average daily borrowings	$	519		$	60		$	109
Maximum borrowings outstanding at any month-end	$	1,538		$	491		$	727

Available liquidity at December 31:
Aggregate lender commitments
Credit Facilities	$	5,441		$	4,940		$	4,119
Less:
Borrowings outstanding		1,538			491			172
Outstanding letters of credit		38			7			24
Current availability	$	3,865		$	4,442		$	3,923
Available term loans		-			-			250
Cash and cash equivalents		278			556			598
Total liquidity	$	4,143		$	4,998		$	4,771

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 2022 (principal in thousands):

	Aggregate Principal				Issuance Date Weighted Average
Issuance Date	Borrowing Currency		USD (1)		Interest Rate	Years		Maturity Dates
January	£	60,000	$	80,932	2.1%		20.0	December 2041
February (2)	€	1,550,000	$	1,768,240	1.0%		8.5	February 2024 – 2034
July	¥	30,964,500	$	226,588	1.4%		15.5	July 2027 – 2042
September (2)	$	650,000	$	650,000	4.6%		10.3	January 2033
November	C$	500,000	$	362,511	5.3%		8.2	January 2031
December	¥	24,200,000	$	177,560	1.8%		13.4	December 2027 – 2037
Total			$	3,265,831	2.3%		9.8

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

Index to Item 15

(2)	A portion of the net proceeds from the issuance of these notes were used to finance green projects eligible under our green bond framework.

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

Early Extinguishment of Debt

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

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

Term Loans

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

Term Loan	Borrowing Currency	Issuance Date	Lender Commitment at 2022				Amount Outstanding at 2022			Amount Outstanding at 2021			Interest Rate	Maturity Date
			Borrowing Currency		USD		USD			USD
2015 Canadian (1) Term Loan	CAD	December 2015					$	-		$	134,173		CDOR + 0.9%	February 2023
March 2017 Yen Term Loan	JPY	March 2017	¥	12,000,000	$	90,994		90,994			104,243		0.9% and 1.0%	March 2027 – 2028
October 2017 Yen Term Loan	JPY	October 2017	¥	10,000,000	$	75,828		75,828			86,869		0.9%	October 2032
December 2018 Yen Term Loan	JPY	December 2018	¥	20,000,000	$	151,656		151,656			173,738		1.2% and TIBOR + 0.7%	December 2031 – June 2033
January 2019 Yen Term Loan	JPY	January 2019	¥	15,000,000	$	113,742		113,742			130,304		TIBOR + 0.5% to 0.6%	January 2028 – 2030
March 2019 Yen Term Loan	JPY	March 2019	¥	85,000,000	$	644,540		644,540			738,388		TIBOR + 0.4%	March 2026
June 2022 Yen Term Loan	JPY	June 2022	¥	25,000,000	$	189,570		189,570			-		1.1% and 1.2%	June 2032 - 2034
2022 Canadian Term Loan (1)	CAD	August 2022	C$	300,000	$	221,593		221,593			-		CDOR + spread	August 2025
2022 U.S. Dollar Term Loan (2)	USD	October 2022	$	500,000	$	500,000		500,000			-		SOFR + 0.1%	March 2025
December 2022 Yen Term Loan	JPY	December 2022	¥	15,000,000	$	113,742		113,742			-		1.4%	December 2033
Subtotal								2,101,665			1,367,715
Debt issuance costs, net								(5,007	)		(5,169	)
Total term loans							$	2,096,658		$	1,362,546

(1)

In July 2022, we paid down our existing term loan in Canada of CAD $170.5 million ($133.5 million) and entered into a new term loan in Canada (“2022 Canadian Term Loan”) for CAD $300.0 million ($221.6 million at December 31, 2022), bearing interest at the Canada Dollar Offered Rate (“CDOR”) plus a spread over the applicable benchmark. We can extend the maturity date on the 2022 Canadian Term Loan by one year on two occasions, subject to the payment of extension fees. As the CDOR interest rate will transition to the Canadian Overnight Repo Rate Average prior to June 30, 2024, we anticipate modifying the interest rate on this loan prior to this transition and do not expect it to have a material impact on our Consolidated Financial Statements.

(2)	This term loan was acquired in the Duke Transaction.

Index to Item 15

Other Debt

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

Long-Term Debt Maturities

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


	Credit		Senior			Term Loans			Secured
Maturity	Facilities		Notes			and Other			Mortgage			Total
2023 (1)	$	-	$	-		$	-		$	32,940		$	32,940
2024 (2)		486,795		319,980			-			95,379			902,154
2025 (3)		-		37,914			722,711			146,793			907,418
2026 (4)		1,051,666		1,308,179			644,605			68,434			3,072,884
2027		-		1,746,859			54,348			4,156			1,805,363
Thereafter		-		16,949,473			688,869			89,135			17,727,477
Subtotal		1,538,461		20,362,405			2,110,533			436,837			24,448,236
Unamortized premiums (discounts), net		-		(490,968	)		1,066			8,766			(481,136	)
Unamortized debt issuance costs, net		-		(85,184	)		(5,007	)		(948	)		(91,139	)
Total	$	1,538,461	$	19,786,253		$	2,106,592		$	444,655		$	23,875,961

(1)	We expect to repay the 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 2024 maturities is the 2021 Global Facility and Yen Credit Facility that can be extended until 2025.

(3)	Included in the 2025 maturities is the 2022 Canadian Term Loan that can be extended until 2027.

(4)	Included in the 2026 maturities is the 2022 Global Facility that can be extended until 2027.

Interest Expense

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

	2022			2021			2020
Gross interest expense	$	345,398		$	299,115		$	348,427
Amortization of debt discounts (premiums), net		6,602			(7,478	)		(6,741	)
Amortization of debt issuance costs, net		17,134			16,134			14,600
Interest expense before capitalization	$	369,134		$	307,771		$	356,286
Capitalized amounts		(60,097	)		(41,543	)		(41,779	)
Net interest expense	$	309,037		$	266,228		$	314,507
Total cash paid for interest, net of amounts capitalized	$	234,131		$	278,861		$	309,390

Financial Debt Covenants

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

Guarantee of Finance Subsidiary Debt

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

Index to Item 15

NOTE 9. STOCKHOLDERS’ EQUITY OF PROLOGIS, INC.

Shares Authorized

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

Common Stock

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

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

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

Share Purchase Program

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

Preferred Stock

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

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

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 common stock. Furthermore, subject to certain exceptions, no person shall at any time directly or indirectly acquire ownership of more than 25% of any of the preferred stock. These provisions assist us in protecting and preserving our REIT status and protect the interests of stockholders in takeover transactions by preventing the acquisition of a substantial block of outstanding shares of stock.

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

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.

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

Index to Item 15

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

In 2022, 2021 and 2020, 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:

	2022 (1)		2021		2020
Common Stock:
Ordinary income	$	3.08	$	2.45	$	2.12
Qualified dividend		0.02		0.00		0.00
Capital gains		0.06		0.07		0.20
Total distribution	$	3.16	$	2.52	$	2.32
Preferred Stock – Series Q:
Ordinary income	$	4.16	$	4.15	$	3.96
Qualified dividend		0.02		0.01		0.02
Capital gains		0.09		0.11		0.29
Total dividend	$	4.27	$	4.27	$	4.27

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

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

Index to Item 15

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, 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 these entities at December 31 (dollars in thousands):

	Our Ownership Percentage						Noncontrolling Interests				Total Assets				Total Liabilities
	2022			2021			2022		2021		2022		2021		2022		2021
Prologis U.S. Logistics Venture		55.0	%		55.0	%	$	3,182,858	$	3,264,337	$	7,225,438	$	7,397,195	$	158,453	$	147,545
Other consolidated entities (1)	various			various				134,909		133,201		1,737,311		1,453,236		259,524		162,598
Prologis, L.P.								3,317,767		3,397,538		8,962,749		8,850,431		417,977		310,143
Limited partners in Prologis, L.P. (2)(3)								1,308,044		917,799		-		-		-		-
Prologis, Inc.							$	4,625,811	$	4,315,337	$	8,962,749	$	8,850,431	$	417,977	$	310,143

(1)	Includes 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, 2022 and 2021 were exchangeable into cash or, at our option, 0.3 million shares of the Parent’s common stock.

(2)	We had 8.6 million Class A Units at December 31, 2022 and 2021 that were convertible into 8.0 million limited partnership units of the OP at the end of each year. See Note 10 for further discussion of our Class A Units.

(3)

There were limited partnership units in the OP, excluding the Class A Units, that were exchangeable into cash or, at our option, 10.0 million and 8.4 million shares of the Parent’s common stock, at December 31, 2022 and 2021, respectively. Also included are the vested OP Long-Term Incentive Plan Units (“LTIP Units”) associated with our long-term compensation plans of 4.6 million and 4.0 million shares of the Parent’s common stock at December 31, 2022 and 2021, respectively. See further discussion of LTIP Units in Note 12.

NOTE 12. LONG-TERM COMPENSATION

2020 Long-Term Incentive Plan

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

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

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

Index to Item 15

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

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

Equity-Based Compensation Plans and Programs

Prologis Outperformance Plan (“POP”)

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

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

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

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

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

	2022			2021			2020
Risk free interest rate		1.0	%		0.2	%		1.7	%
Prologis expected volatility		31.0	%		32.0	%		19.0	%
MSCI US REIT Index expected volatility		29.0	%		29.0	%		13.0	%
Aggregate fair value	$	30,400		$	30,300		$	28,800

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

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

	2020 – 2022		2019 – 2021		2018 – 2020		2017 – 2019 (1)
Performance pool	$	100,000	$	100,000	$	100,000	$	142,133
Common stock shares		53		34		61		443
Restricted stock units		211		134		242		-
POP LTIP Units and LTIP Units		623		426		701		930
Average price used to determine number of awards	$	112.74	$	168.37	$	99.67	$	103.56

(1)	These performance period amounts include awards earned subsequent to the initial three-year performance period. One-third of the remaining compensation pool in excess of the $75.0 million aggregate initial award amounts can be earned at the end of each

Index to Item 15

	of the three years following the end of the initial three-year performance period if our performance meets or exceeds the MSCI US REIT Index at the end of each of such three years.

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

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. The service period is generally four years, except for awards under the annual bonus exchange program. Dividends and distributions are paid with respect to both RSUs and LTIP Units during the vesting period, and therefore they are considered participating securities. We do not allocate undistributed earnings to participating securities as our net earnings per share or unit would not be materially different. The value of the dividend is charged to retained earnings for RSUs and the distribution is charged to Net Earnings Attributable to Noncontrolling Interests in the OP for LTIP Units in the Consolidated Financial Statements of the Parent.

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 valued at a premium to the cash bonus exchanged and vest over three years, excluding certain executive officers. As certain executive officers do not receive a bonus exchange premium for participating in the bonus exchange program, the equity they receive upon exchange for their cash bonuses does not have a vesting period.

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, 2022 (units in thousands):

			Weighted Average Grant Date Fair Value
Balance at January 1, 2022	1,237		$	87.87
Granted	838			118.05
Vested and distributed	(502	)		96.74
Forfeited	(40	)		121.42
Balance at December 31, 2022	1,533		$	100.59

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

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

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.

Index to Item 15

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

			Weighted Average Grant Date Fair Value
Balance at January 1, 2022	3,317		$	61.65
Granted	1,831			103.13
Vested LTIP Units	(934	)		90.30
Balance at December 31, 2022	4,214		$	73.31

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

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

Other Plans

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

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

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):

	2022		2021		2020
Domestic	$	2,423,809	$	2,208,168	$	1,030,609
International		1,267,001		1,114,680		716,479
Earnings before income taxes	$	3,690,810	$	3,322,848	$	1,747,088

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):

	2022			2021			2020
Current income tax expense (benefit):
U.S. federal	$	(6,645	)	$	58,906		$	48,440
International		112,489			103,488			65,720
State and local		16,930			10,542			15,554
Total current income tax expense		122,774			172,936			129,714

Deferred income tax expense (benefit):
U.S. federal		3,359			2,895			(2,464	)
International		9,279			(1,573	)		3,208
Total deferred income tax expense		12,638			1,322			744
Total income tax expense	$	135,412		$	174,258		$	130,458

Index to Item 15

Current Income Taxes

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

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

Deferred Income Taxes

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

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

	2022			2021
Gross deferred income tax assets:
NOL carryforwards	$	229,410		$	272,713
Basis difference – real estate properties		94,610			99,984
Basis difference – equity investments		17,042			8,462
Section 163(j) interest limitation		2,218			1,599
Capital loss carryforward		6,903			14,238
Other – temporary differences		9,250			10,027
Total gross deferred income tax assets		359,433			407,023
Valuation allowance		(295,834	)		(337,587	)
Gross deferred income tax assets, net of valuation allowance		63,599			69,436
Gross deferred income tax liabilities:
Basis difference – real estate properties		116,102			104,292
Basis difference – equity investments		40,333			30,276
Other – temporary differences		1,189			949
Total gross deferred income tax liabilities		157,624			135,517
Net deferred income tax liabilities	$	94,025		$	66,081

At December 31, 2022, we had NOL carryforwards as follows (in thousands):

	U.S.		Europe		Mexico		Japan		Other
Gross NOL carryforward	$	68,491	$	564,972	$	161,964	$	62,563	$	36,810
Tax-effected NOL carryforward		17,415		142,330		51,290		9,258		9,117
Valuation allowance		16,811		137,055		51,290		9,258		9,117
Net deferred tax asset – NOL carryforward	$	604	$	5,275	$	-	$	-	$	-
Expiration periods	2023 – 2042		2023 – indefinite		2023 – 2033		2023 – 2032		2023 – indefinite

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

Liability for Uncertain Tax Positions

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

Index to Item 15

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.	2022		2021		2020
Net earnings attributable to common stockholders – Basic	$	3,358,796	$	2,933,571	$	1,473,122
Net earnings attributable to exchangeable limited partnership units (1)		92,236		82,092		41,938
Adjusted net earnings attributable to common stockholders – Diluted	$	3,451,032	$	3,015,663	$	1,515,060

Weighted average common shares outstanding – Basic		785,675		739,363		728,323
Incremental weighted average effect on exchange of limited partnership units (1)		21,803		20,913		20,877
Incremental weighted average effect of equity awards		4,130		4,486		5,214
Weighted average common shares outstanding – Diluted (2)		811,608		764,762		754,414

Net earnings per share attributable to common stockholders:
Basic	$	4.28	$	3.97	$	2.02
Diluted	$	4.25	$	3.94	$	2.01

Prologis, L.P.	2022			2021			2020
Net earnings attributable to common unitholders	$	3,450,727		$	3,015,363		$	1,514,743
Net earnings attributable to Class A Units		(34,311	)		(31,758	)		(16,262	)
Net earnings attributable to common unitholders – Basic		3,416,416			2,983,605			1,498,481
Net earnings attributable to Class A Units		34,311			31,758			16,262
Net earnings attributable to exchangeable other limited partnership units		305			300			317
Adjusted net earnings attributable to common unitholders – Diluted	$	3,451,032		$	3,015,663		$	1,515,060

Weighted average common partnership units outstanding – Basic		799,153			751,973			740,860
Incremental weighted average effect on exchange of Class A Units		8,026			8,004			8,041
Incremental weighted average effect on exchange of other limited partnership units		299			299			299
Incremental weighted average effect of equity awards of Prologis, Inc.		4,130			4,486			5,214
Weighted average common units outstanding – Diluted (2)		811,608			764,762			754,414

Net earnings per unit attributable to common unitholders:
Basic	$	4.28		$	3.97		$	2.02
Diluted	$	4.25		$	3.94		$	2.01

(1)	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	8,026	8,004	8,041
Other limited partnership units	299	299	299
Equity awards	6,298	6,719	7,798
Prologis, L.P.	14,623	15,022	16,138
Common limited partnership units	13,478	12,610	12,537
Prologis, Inc.	28,101	27,632	28,675

Index to Item 15

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):

	2022				2021
	Asset		Liability		Asset		Liability
Undesignated derivatives
Foreign currency contracts
Forwards
Brazilian real	$	35	$	494	$	664	$	-
British pound sterling		29,187		648		5,361		3,492
Canadian dollar		12,074		2		2,856		1,790
Chinese renminbi		657		364		-		550
Euro		51,317		2,801		40,484		136
Japanese yen		34,022		2,344		23,341		-
Swedish krona		6,292		-		3,773		201

Designated derivatives
Foreign currency contracts
Net investment hedges
British pound sterling		23,534		-		9,158		2,683
Canadian dollar		24,552		-		5,410		823

Interest rate swaps
Cash flow hedges
Euro		44,982		-		-		-
U.S. dollar		584		29		-		-
Total fair value of derivatives	$	227,236	$	6,682	$	91,047	$	9,675

Index to Item 15

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):

	2022						2021						2020
	CAD	EUR	GBP	JPY	Other	Total	CAD	EUR	GBP	JPY	Other	Total	CAD	EUR	GBP	JPY	Other	Total
Notional amounts at January 1 ($)	175	749	383	250	105	1,662	163	474	207	252	66	1,162	120	581	178	182	46	1,107
New contracts ($)	172	658	264	181	92	1,367	225	437	308	76	91	1,137	88	1,314	364	154	85	2,005
Matured, expired or settled contracts ($)	(64)	(806)	(298)	(100)	(116)	(1,384)	(213)	(162)	(132)	(78)	(52)	(637)	(45)	(1,421)	(335)	(84)	(65)	(1,950)
Notional amounts at December 31 ($)	283	601	349	331	81	1,645	175	749	383	250	105	1,662	163	474	207	252	66	1,162

Weighted average forward rate at December 31	1.29	1.18	1.31	109.79			1.26	1.22	1.20	103.14			1.32	1.23	1.32	102.66
Active contracts at December 31	103	97	90	96			72	86	70	74			58	64	53	59

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


	2022		2021			2020
Exercised contracts		158		161			173
Realized gains (losses) on the matured, expired or settled contracts	$	145	$	(8	)	$	(6	)
Unrealized gains (losses) on the change in fair value of outstanding contracts	$	39	$	88		$	(13	)

Designated Derivative Financial Instruments

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

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):

	2022									2021									2020
	CAD			GBP			Total			CAD			GBP			Total			CAD			GBP			Total
Notional amounts at January 1 ($)		535			432			967			377			135			512			97			387			484
New contracts ($)		964			440			1,404			535			432			967			377			459			836
Matured, expired or settled contracts ($)		(965	)		(432	)		(1,397	)		(377	)		(135	)		(512	)		(97	)		(711	)		(808	)
Notional amounts at December 31 ($)		534			440			974			535			432			967			377			135			512

Weighted average forward rate at December 31		1.29			1.28						1.25			1.37						1.31			1.35
Active contracts at December 31		6			4						6			4						6			1

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):

	2022															2021								2020
	EUR			USD			CAD			JPY			Total			EUR		USD			Total			EUR		USD			Total
Notional amounts at January 1 ($)		165			-			-			-			165			165		250			415			-		-			-
New contracts ($)		1,004			400			184			104			1,692			-		-			-			165		1,500			1,665
Matured, expired or settled contracts ($)		(722	)		(250	)		(184	)		(104	)		(1,260	)		-		(250	)		(250	)		-		(1,250	)		(1,250	)
Notional amounts at December 31 ($)		447			150			-			-			597			165		-			165			165		250			415

Index to Item 15

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):

		2022		2021		2020
British pound sterling	$	1,237	$	624	$	842
Canadian dollar	$	370	$	-	$	-

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


		2022				2021				2020
Unrealized gains (losses) on the unhedged portion		$	44			$	81			$	(139	)

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 the hedged portion of our debt, as discussed above, are also included in Other Comprehensive Income (Loss).

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

	2022		2021			2020
Derivative net investment hedges	$	95,012	$	9,792		$	(4,301	)
Debt designated as nonderivative net investment hedges		133,135		(832	)		(62,263	)
Cumulative translation adjustment		145,258		296,969			(128,109	)
Total foreign currency translation gains (losses), net	$	373,405	$	305,929		$	(194,673	)

Cash flow hedges (1)(2)	$	45,837	$	9,098		$	(11,269	)
Our share of derivatives from unconsolidated co-investment ventures		25,802		8,444			(2,848	)
Total unrealized gains (losses) on derivative contracts, net	$	71,639	$	17,542		$	(14,117	)
Total change in other comprehensive income (loss)	$	445,044	$	323,471		$	(208,790	)

(1)	We estimate an additional expense of $13.9 million will be reclassified to Interest Expense over the next 12 months from December 31, 2022, due to the amortization of previously settled derivatives designated as cash flow hedges.

(2)	Included in the year ended December 31, 2020, was $16.8 million in losses associated with the termination of four U.S. dollar treasury lock contracts with an aggregate notional amount of $750.0 million that fixed the interest rate on the forecasted issuance of U.S. dollar senior notes, which were then issued in February 2020.

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

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, 2022 and 2021, we estimated the fair value of our properties using Level 2 or Level 3 inputs from the fair value hierarchy. See more information on our acquired properties in Notes 3 and 4 and assets held for sale or contribution in Note 6.

Index to Item 15

Fair Value of Financial Instruments

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

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

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

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

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

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

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, 2022 and 2021, we had $456.0 million and $394.6 million, respectively, outstanding under such arrangements.

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

Index to Item 15

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 (Rental Operations and Development) and Strategic Capital. We generate revenues, earnings, net operating income and cash flows through our segments, as follows:

•

Real Estate Segment. 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. The Real Estate Segment also includes development activities that lead to rental operations, including land held for development and properties currently under development, and other real estate investments. Within this line of business, we utilize the following: (i) our land bank; (ii) the development and leasing expertise of our local teams; and (iii) our customer relationships.

•

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

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

Index to Item 15

The following reconciliations are presented in thousands:

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

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

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

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

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

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

Index to Item 15

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

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

(1)	This includes compensation and personnel costs 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, 2022 and 2021.

NOTE 18. SUPPLEMENTAL CASH FLOW INFORMATION

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

•

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

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

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

•

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

•	We issued 0.3 million, 0.8 million and 0.7 million shares in 2022, 2021 and 2020, respectively, of the Parent’s common stock upon redemption of an equal number of common limited partnership units in the OP.

•	We reinvested distributions from unconsolidated co-investment ventures of $64.7 million and $45.6 million and increased our ownership in 2022 and 2020, respectively.

•

We issued 1.0 million common limited partnership units for $130.4 million to our partner and assumed debt of $215.3 million in our acquisition of additional ownership interest in and subsequent consolidation of two unconsolidated other ventures in 2021. We issued 0.5 million common limited partnership units for $48.5 million as partial consideration for the acquisition of properties in 2020. See Note 10 for more information.

Index to Item 15

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

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

Index to Item 15

NOTE 19. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

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

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

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

Index to Item 15

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

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

Index to Item 15

PROLOGIS, INC. AND PROLOGIS, L.P.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2022

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

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

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

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

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

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

Index to Item 15

PROLOGIS, INC. AND PROLOGIS, L.P.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2022

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

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

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

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

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

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

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

Schedule III – Footnotes

(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, 2022 (in thousands):

Total operating properties and development portfolio per Schedule III	$	73,250,949
Land		3,338,121
Other real estate investments (i)		5,034,326
Total per Consolidated Balance Sheets	$	81,623,396

Index to Item 15

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

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

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

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

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

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

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

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

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

	2022			2021			2020
Real estate assets:
Balance at beginning of year	$	47,183,100		$	45,390,230		$	33,157,100
Acquisitions of and improvements to operating properties, development activity and net effect of changes in foreign exchange rates and other		25,281,173			3,351,730			13,985,898
Basis of operating properties disposed of		(445,558	)		(1,589,527	)		(1,045,128	)
Change in the development portfolio balance, including the acquisition of properties		1,482,814			846,729			13,345
Assets transferred to held for sale and contribution		(250,580	)		(816,062	)		(720,985	)
Balance at end year	$	73,250,949		$	47,183,100		$	45,390,230

Accumulated depreciation:
Balance at beginning of year	$	7,451,382		$	6,370,341		$	5,294,212
Depreciation expense		1,357,180			1,143,758			1,112,075
Balances retired upon disposition of operating properties and net effect of changes in foreign exchange rates and other		9,090			(42,483	)		(35,083	)
Assets transferred to held for sale and contribution		(1,928	)		(20,234	)		(863	)
Balance at end of year	$	8,815,724		$	7,451,382		$	6,370,341

Index to Item 15

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


2.1a		Amended and Restated Agreement and Plan of Merger, dated as of August 20, 2019, among Industrial Property Trust Inc., Prologis, L.P. and Rockies Acquisition LLC. (incorporated by reference to Exhibit 2.2 to Prologis’ Current Report From 8-K/A filed on August 23, 2019).
2.2a		Agreement and Plan of Merger, dated as of July 15, 2019, by and among Prologis, L.P., Rockies Acquisition LLC, and Industrial Property Trust Inc. (incorporated by reference to Exhibit 2.1 to Prologis’ Current Report From 8-K filed on July 15, 2019).
2.3a		Agreement and Plan of Merger, dated as of October 27, 2019, by and among the Prologis Parties and the Liberty Parties. (incorporated by reference to Exhibit 2.1 to Prologis’ Current Report form 8-K filed on October 27, 2019).
2.4a		Agreement and Plan of Merger, dated as of June 11, 2022, by and among the Prologis Parties and the DRE Parties (incorporated by reference to Exhibit 2.1 to Prologis’ Current Report on Form 8-K filed June 13, 2022).

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

3.1		Articles of Incorporation of Prologis (incorporated by reference to Exhibit 3.1 to Prologis’ Registration Statement on Form S-11/A (No. 333-35915) filed November 4, 1997).
3.2		Articles Supplementary establishing and fixing the rights and preferences of the Series Q Cumulative Redeemable Preferred Stock of Prologis (incorporated by reference to Exhibit 3.4 to Prologis’ Registration Statement on Form 8-A filed June 2, 2011).
3.3		Articles of Merger of New Pumpkin Inc., a Maryland corporation, with and into Prologis, Inc., a Maryland corporation, changing the name of “AMB Property Corporation” to “Prologis, Inc.”, as filed with the 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		Third Amendment to Thirteenth Amended and Restated Agreement of Limited Partnership of Prologis, L.P. (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on February 4, 2020).
3.11		Prologis, Inc. Articles of Amendment, dated May 4, 2020 (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report Form 8-K filed on May 4, 2020).
3.12		Ninth Amended and Restated Bylaws of Prologis, Inc. (incorporated by reference to Exhibit 3.1 to Prologis’ Current Report on Form 8-K filed on September 24, 2021).
4.1†		Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.

Index to Item 15

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

Index to Item 15

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

Index to Item 15

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

Index to Item 15

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

Index to Item 15

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Index to Item 15


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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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).

Index to Item 15

10.2		Fifteenth Amended and Restated Agreement of Limited Partnership of Prologis 2, L.P., (f/k/a AMB Property II, L.P.) dated February 19, 2010 (incorporated by reference to Exhibit 10.6 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2009).
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).

Index to Item 15

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

Index to Item 15

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

Index to Item 15

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

Index to Item 15

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

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

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

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

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

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

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

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

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

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

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

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

Index to Item 15

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

*	Management Contract or Compensatory Plan or Arrangement

†	Filed herewith

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

Index to Item 15

SIGNATURES

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

PROLOGIS, INC.

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

Date: February 14, 2023

POWER OF ATTORNEY

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

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

Signature	Title	Date

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Index to Item 15

SIGNATURES

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

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

Date: February 14, 2023

POWER OF ATTORNEY

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

Signature	Title	Date

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Previous: Item 15. Exhibits, Financial Statements and Schedules