10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

☑	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2021

or

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File Number: 001-13545 (Prologis, Inc.) 001-14245 (Prologis, L.P.)

Prologis, Inc.

Prologis, L.P.

(Exact name of registrant as specified in its charter)

Maryland (Prologis, Inc.)<br><br><br>Delaware (Prologis, L.P.)	94-3281941 (Prologis, Inc.)<br><br><br>94-3285362 (Prologis, L.P.)
(State or other jurisdiction of<br><br><br>incorporation or organization)	(I.R.S. Employer<br><br><br>Identification No.)
Pier 1, Bay 1, San Francisco, California	<br>94111
(Address or principal executive offices)	(Zip Code)

(415) 394-9000

(Registrants’ telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

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

Securities registered pursuant to Section 12(g) of the Act:

Prologis, Inc. – NONE

Prologis, L.P. – NONE

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

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

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act (check one):

Prologis, Inc.:	☑	Large accelerated filer	☐	Accelerated filer	☐	Smaller reporting company
	☐	Non-accelerated filer			☐	Emerging growth company
Prologis, L.P.:	☐	Large accelerated filer	☐	Accelerated filer	☐	Smaller reporting company
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	☑	Non-accelerated filer			☐	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  ☑

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

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

Based on the closing price of Prologis, Inc.’s common stock on June 30, 2021, the aggregate market value of the voting common equity held by nonaffiliates of Prologis, Inc. was $87,997,816,686.

The number of shares of Prologis, Inc.’s common stock outstanding at February 7, 2022, was approximately 740,000,000.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Part III of this report are incorporated by reference to the registrant’s definitive proxy statement for the 2021 annual meeting of its stockholders or will be provided in an amendment filed on Form 10-K/A.

Auditor Name: KPMG LLP Auditor Location: Denver, CO Auditor Firm ID: 185

EXPLANATORY NOTE

This report combines the annual reports on Form 10-K for the year ended December 31, 2021, of Prologis, Inc. and Prologis, L.P. Unless stated otherwise or the context otherwise requires, references to “Prologis, Inc.” or the “Parent” mean Prologis, Inc. and its consolidated subsidiaries; and references to “Prologis, L.P.” or the “Operating Partnership” or the “OP” mean Prologis, L.P., and its consolidated subsidiaries. The terms “the Company,” “Prologis,” “we,” “our” or “us” means the Parent and the OP collectively.

The Parent is a real estate investment trust (a “REIT”) and the general partner of the OP. At December 31, 2021, the Parent owned 97.32% common general partnership interest in the OP and substantially all of the preferred units in the OP. The remaining 2.68% common limited partnership interests are owned by unaffiliated investors and certain current and former directors and officers of the Parent.

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 sole general partner, the Parent has control of the OP through complete responsibility and discretion in the day-to-day management and therefore, consolidates the OP for financial reporting purposes. Because the only significant asset of the Parent is its investment in the OP, the assets and liabilities of the Parent and the OP are the same on their respective financial statements.

We believe combining the annual reports on Form 10-K of the Parent and the OP into this single report results in the following benefits:

•	enhances investors’ understanding of the Parent and the OP by enabling investors to view the business as a whole in the same manner as management views and operates the business;
•	eliminates duplicative disclosure and provides a more streamlined and readable presentation as a substantial portion of the Company’s disclosure applies to both the Parent and the OP; and
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•	creates time and cost efficiencies through the preparation of one combined report instead of two separate reports.
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It is important to understand the few differences between the Parent and the OP in the context of how we operate the Company. The Parent does not conduct business itself, other than acting as the sole general partner of the OP and issuing public equity from time to time. The OP holds substantially all the assets of the business, directly or indirectly. The OP conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by the Parent, which are contributed to the OP in exchange for partnership units, the OP generates capital required by the business through the OP’s operations, incurrence of indebtedness and issuance of partnership units to third parties.

The presentation of noncontrolling interests, stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of the Parent and those of the OP. The differences in the presentations between stockholders’ equity and partners’ capital result from the differences in the equity and capital issuances in the Parent and in the OP.

The preferred stock, common stock, additional paid-in capital, accumulated other comprehensive income (loss) and distributions in excess of net earnings of the Parent are presented as stockholders’ equity in the Parent’s consolidated financial statements. These items represent the common and preferred general partnership interests held by the Parent in the OP and are presented as general partner’s capital within partners’ capital in the OP’s consolidated financial statements. The common limited partnership interests held by the limited partners in the OP are presented as noncontrolling interest within equity in the Parent’s consolidated financial statements and as limited partners’ capital within partners’ capital in the OP’s consolidated financial statements.

To highlight the differences between the Parent and the OP, separate sections in this report, as applicable, individually discuss the Parent and the OP, including separate financial statements and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure of the Parent and the OP, this report refers to actions or holdings as being actions or holdings of Prologis.

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TABLE OF CONTENTS

Item	Description	Page
	PART I
1.	Business	3
	The Company	3
	Operating Segments	5
	Future Growth	6
	Code of Ethics and Business Conduct	11
	Environmental Stewardship, Social Responsibility and Governance	11
	Environmental Matters	12
	Governmental Matters	12
	Insurance Coverage	12
1A.	Risk Factors	12
1B.	Unresolved Staff Comments	21
2.	Properties	21
	Geographic Distribution	21
	Lease Expirations	24
	Co-Investment Ventures	25
3.	Legal Proceedings	25
4.	Mine Safety Disclosures	25
	PART II
5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	25
	Market Information and Holders	25
	Preferred Stock Dividends	26
	Sales of Unregistered Securities	26
	Purchases of Equity Securities	27
	Securities Authorized for Issuance Under Equity Compensation Plans	27
	Other Stockholder Matters	27
6.	[Reserved]	27
7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
	Management’s Overview	27
	Results of Operations	28
	Environmental Matters	37
	Liquidity and Capital Resources	37
	Critical Accounting Policies	41
	New Accounting Pronouncements	42
	Funds from Operations Attributable to Common Stockholders/Unitholders	42
7A.	Quantitative and Qualitative Disclosures About Market Risk	44
8.	Financial Statements and Supplementary Data	45
9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	45
9A.	Controls and Procedures	45
9B.	Other Information	46
9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	47
	PART III
10.	Directors, Executive Officers and Corporate Governance	47
11.	Executive Compensation	47
12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	47
13.	Certain Relationships and Related Transactions, and Director Independence	47
14.	Principal Accounting Fees and Services	47
	PART IV
15.	Exhibits, Financial Statements and Schedules	47
16.	Form 10-K Summary	48

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The statements in this report that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on current expectations, estimates and projections about the industry and markets in which we operate as well as management’s beliefs and assumptions. Such statements involve uncertainties that could significantly impact our financial results. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks,” and “estimates” including variations of such words and similar expressions are intended to identify such forward-looking statements, which generally are not historical in nature. All statements that address operating performance, events or developments that we expect or anticipate will occur in the future — including statements relating to rent and occupancy growth, acquisition and development activity, contribution and disposition activity, general conditions in the geographic areas where we operate, our debt, capital structure and financial position, our ability to earn revenues from co-investment ventures, form new co-investment ventures and the availability of capital in existing or new co-investment ventures — are forward-looking statements. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult to predict. Although we believe the expectations reflected in any forward-looking statements are based on reasonable assumptions, we can give no assurance that our expectations will be attained, and therefore actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. Some of the factors that may affect outcomes and results include, but are not limited to: (i) international, national, regional and local economic and political climates and conditions; (ii) changes in global financial markets, interest rates and foreign currency exchange rates; (iii) increased or unanticipated competition for our properties; (iv) risks associated with acquisitions, dispositions and development of properties, including increased development costs due to additional regulatory requirements related to climate change; (v) maintenance of Real Estate Investment Trust (“REIT”) status, tax structuring and changes in income tax laws and rates; (vi) availability of financing and capital, the levels of debt that we maintain and our credit ratings; (vii) risks related to our investments in our co-investment ventures, including our ability to establish new co-investment ventures; (viii) risks of doing business internationally, including currency risks; (ix) environmental uncertainties, including risks of natural disasters; (x) risks related to the coronavirus (“COVID-19”) pandemic; and (xi) those additional factors discussed under Part I, Item 1A. Risk Factors in this report. We undertake no duty to update any forward-looking statements appearing in this report except as may be required by law.

PART I

ITEM 1. Business

Prologis, Inc. is a self-administered and self-managed REIT and is the sole general partner of Prologis, L.P. through which it holds substantially all of its assets. We operate Prologis, Inc. and Prologis, L.P. as one enterprise and, therefore, our discussion and analysis refers to Prologis, Inc. and its consolidated subsidiaries, including Prologis, L.P. We invest in real estate through wholly owned subsidiaries and other entities through which we co-invest with partners and investors. We have a significant ownership interest in the co-investment ventures, which may be consolidated or unconsolidated based on our level of control of the entity.

Prologis, Inc. began operating as a fully integrated real estate company in 1997 and elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (“Internal Revenue Code” or “IRC”). We believe the current organization and method of operation enable Prologis, Inc. to maintain its status as a REIT. Prologis, L.P. was also formed in 1997.

We operate and manage our business on an owned and managed (“O&M”) basis and therefore evaluate the operating performance of the properties for our O&M portfolio, which includes our consolidated properties and properties owned by our unconsolidated co-investment ventures. We make operating decisions based on our total O&M portfolio, as we manage the properties without regard to their ownership. We also evaluate our results based on our proportionate economic ownership of each property included in the O&M portfolio (“our share”) to reflect our share of the financial results of the O&M portfolio.

Included in our discussion below are references to funds from operations (“FFO”) and net operating income (“NOI”), neither of which are U.S. generally accepted accounting principles (“GAAP”). See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations for a reconciliation of Net Earnings Attributable to Common Stockholders/Unitholders in the Consolidated Statements of Income to our FFO measures and a reconciliation of NOI to Operating Income, the most directly comparable GAAP measures.

Our corporate headquarters is located at Pier 1, Bay 1, San Francisco, California 94111, and our other principal office locations are in Amsterdam, Denver, Mexico City, Shanghai, Singapore and Tokyo.

Our Internet address is www.prologis.com. All reports required to be filed with the Securities and Exchange Commission (“SEC”) are available and can be accessed free of charge through the Investor Relations section of our website. The common stock of Prologis, Inc. is listed on the New York Stock Exchange (“NYSE”) under the ticker “PLD” and is a component of the Standard & Poor’s (“S&P”) 500.

THE COMPANY

We are the global leader in logistics real estate with a focus on high-barrier, high growth markets. We own, manage and develop well-located, high-quality logistics facilities in 19 countries across four continents. Our portfolio focuses on the world’s most vibrant centers of commerce and our scale across these locations allows us to respond to our customers’ diverse logistics requirements. Our teams actively manage our portfolio to provide comprehensive real estate services, including leasing, property management, development, acquisitions and dispositions. Our property dispositions allow us to recycle capital and contribute to self-funding our development and acquisition activities.

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With the broadening of e-commerce adoption driving requirements for increased warehouse space to store inventory, surging customer demand has continued to outpace supply. We believe this demand surge is driven by three primary factors: (i) overall consumption growth; (ii) customer supply chains still re-positioning to address the significant shift to e-commerce, as well as preparing for higher growth and service expectations; and (iii) our customers’ desire for more supply chain resiliency. With inventory-to-sales ratios below pre-pandemic levels, our customers not only need to restock for this shortfall, but build an additional safety stock. We believe these forces have placed a premium on speed-to-market and flexibility, driving demand for years to come.

The scale of our 1.0 billion square foot portfolio allows us to help our customers in a multitude of unique ways. We continue to focus on differentiated ways to meet our customers’ needs through our Prologis Essentials business. This program includes product and service solutions for our customers’ operations, workforce, energy, transportation and data and analytic needs. Our integrated suite of solutions allows our customers to benefit from our global scale, strategic partnerships with vendors and local expertise to obtain services and products more efficiently. We use our proprietary data and analytics to provide our customers actionable insights on everything from inventory, shipping, security, communications management and dock visibility.

Prologis Essentials has a strong sustainability component to its suite of services, which supports our customers’ progress toward their sustainability goals. This includes new development and redevelopment of buildings to specifications that align with leading sustainable building standards and implementation of energy solutions such as solar power and LED lighting. As we explore additional ways to deliver revenue-generating sustainability solutions, we created a new senior leadership role in 2021 – chief sustainability and energy officer. We also are anticipating the introduction of electric vehicle (“EV”) fleets in logistics and are making long-term investments in our portfolio and talent to be well prepared for the future of EV trucking and logistics.

At December 31, 2021, we owned or had investments in, on a wholly-owned basis or through ventures, properties and development projects (based on gross book value and total expected investment at completion, respectively) in the following geographies:

Throughout this discussion, we reflect amounts in the United States (“U.S.”) dollar, our reporting currency. Included in these amounts are consolidated and unconsolidated investments denominated in foreign currencies, principally the British pound sterling, Canadian dollar, euro and Japanese yen that are impacted by fluctuations in exchange rates when translated to U.S. dollars. We mitigate our exposure to foreign currency fluctuations by investing outside the U.S. through co-investment ventures, borrowing in the functional currency of our subsidiaries and utilizing derivative financial instruments.

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OPERATING SEGMENTS

Our business comprises two operating segments: Real Estate Operations and Strategic Capital.

Below is information summarizing consolidated activity within our segments over the last three years (in millions):

(1)	NOI from Real Estate Operations is calculated directly from our Consolidated Financial Statements as Rental Revenues and Development Management and Other Revenues less Rental Expenses and Other Expenses. NOI from Strategic Capital is calculated directly from our Consolidated Financial Statements as Strategic Capital Revenues less Strategic Capital Expenses.
(2)	A developed property moves into the operating portfolio when it meets our definition of stabilization, which is the earlier of when a property that was developed has been completed for one year, is contributed to a co-investment venture following completion or is 90% occupied. Amounts represent our total expected investment (“TEI”), which includes the estimated cost of development or expansion, land, construction and leasing costs.
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Real Estate Operations

Rental. Rental operations comprise the largest component of our operating segments and generally contribute 85% to 90% of our consolidated revenues, earnings and FFO. We collect rent from our customers through operating leases, including reimbursements for the majority of our property operating costs. For leases that commenced during 2021 within the consolidated operating portfolio, the weighted average lease term was 62 months. We expect to generate internal growth by increasing rents, maintaining high occupancy rates and controlling expenses. The primary driver of our revenue growth will be rolling in-place leases to current market rents as leases expire. We believe our active portfolio management, combined with the skills of our property, leasing, maintenance, capital, energy, sustainability and risk management teams allow us to maximize NOI across our portfolio. Substantially all of our consolidated rental revenue, NOI and cash flows are generated in the U.S.

Development. Given the scarcity of modern logistics facilities in our target markets, our development business provides the opportunity to build to our customers’ current and future requirements and deepen our market presence. We believe we have a competitive advantage due to (i) the strategic locations of our global land bank and redevelopment sites; (ii) the development expertise of our local teams; (iii) the depth of our customer relationships and (iv) our ability to integrate sustainable design features and practices, as detailed in our Environmental Stewardship, Social Responsibility and Governance section below, that result in cost-savings and operational efficiencies for our customers. Successful development and redevelopment efforts provide significant earnings growth as projects are leased, generate income and increase the net asset value of our Real Estate Operations segment. Generally, we develop properties in the U.S. for long-term hold and outside the U.S. for contribution to our unconsolidated co-investment ventures.

Strategic Capital

Our strategic capital segment allows us to partner with many of the world’s largest institutional investors. We capitalize our business through private equity, principally perpetual open-ended or long-term ventures, and two publicly traded vehicles: Nippon Prologis REIT, Inc. in Japan and FIBRA Prologis in Mexico. We align our interests with our partners by holding significant ownership interests in all of our eight unconsolidated co-investment ventures (ranging from 15% to 50%). This structure allows us to reduce our exposure to foreign currency movements for investments outside the U.S.

This segment produces durable, long-term cash flows and generally contributes 10% to 15% of our recurring consolidated revenues, earnings and FFO. We generate strategic capital revenues from our unconsolidated co-investment ventures, principally through asset management and property management services. Asset management fees are primarily driven by the real estate valuation of the respective ventures. We earn additional revenues by providing leasing, acquisition, construction management, development and disposition services. In certain ventures, we also have the ability to earn revenues through incentive fees (“promotes” or “promote revenues”) periodically during the life of a venture or upon liquidation based primarily on the appreciation of the portfolio. We plan to profitably grow this business by increasing our assets under management in existing or new ventures. Most of the strategic capital revenues are generated outside the U.S.

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FUTURE GROWTH

We believe the quality and scale of our global portfolio, our ability to build out the global land bank, our strategic capital business, the expertise of our team, the depth of our customer relationships and the strength of our balance sheet are differentiators that allow us to drive growth in revenues, NOI, earnings, FFO and cash flows.

•	Rent Growth. We expect rents in our markets to continue to increase due to the demand for the location and quality of our properties. In addition, due to strong market rent growth over the last several years, our in-place leases have considerable upside potential to drive future incremental organic NOI growth. We estimate that our net effective lease mark-to-market is approximately 36%, which represents the growth rate from in-place rents to market rents based on our weighted average ownership of the O&M portfolio at December 31, 2021. Therefore, even if market rent growth is flat in the future, we expect our lease renewals to translate into significant increases in future rental income, on a consolidated basis or through the earnings we recognize from our unconsolidated co-investment ventures based on our ownership. We have experienced positive rent change on rollover (comparing the net effective rent (“NER”) of the new lease to the prior lease for the same space) in every quarter since 2013.
•	Value Creation from Development. A successful development and redevelopment program requires maintaining control of well-located land and redevelopment sites and sourcing a future pipeline through acquisition opportunities, including our innovative approach with Covered Land Plays, which are income generating assets acquired with the intention to redevelop for higher and better use as industrial properties. The global nature of our development program is a wide landscape of opportunities to pursue based on our judgement of market conditions, opportunities and risks. We believe that the carrying value of our global land bank is meaningfully below its current fair value. Due to the strategic nature of our global land bank, development expertise of our teams and strength of our customer relationships, we expect to create value as we build new properties.
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We are able to maintain strong margins despite rising construction costs, as we experienced in 2021, due to our procurement activities that mitigate a portion of the inflationary increases, as well as rising market rents. We measure the estimated value creation of a development project as the margin above our TEI. Based on our current estimates, our consolidated land, including options and Covered Land Plays, has the potential to support the development of $22.2 billion ($26.4 billion on an O&M basis) of TEI of new logistics space. As properties stabilize, we expect to realize the value creation principally through contributions to unconsolidated co-investment ventures and increases in the NOI of the consolidated portfolio. Our current investment in the development portfolio was $2.7 billion and we expect our development activities to increase in 2022.

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Strategic Capital Advantages. We continue to successfully raise capital to propel the long-term growth of the co-investment ventures while maintaining our substantial investments in these vehicles. At December 31, 2021, the gross book value of the operating portfolio held by our eight unconsolidated co-investment ventures was $45.3 billion across 456 million square feet.  During 2021, the valuations of the real estate portfolios owned by the unconsolidated co-investment ventures increased significantly, resulting in higher asset management fees. We expect that continued market rent growth will result in an increase in the asset valuations of the unconsolidated co-investment ventures, which will drive significant returns to the investors and increase the potential for earning promote revenues over the next couple of years. Our Strategic Capital business generates durable fee streams, with asset management fees marked to fair values each quarter, all while requiring minimal capital other than our investment in the venture.

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(1)	General and Administrative (“G&A”) Expenses is a line item in the Consolidated Financial Statements. Adjusted G&A expenses is calculated from our Consolidated Financial Statements as G&A Expenses and Strategic Capital Expenses, less expenses under the Prologis Promote Plan (“PPP”) and property-level management expenses for the properties owned by the ventures.
•	Balance Sheet Strength. We continue to seek and execute on opportunities to refinance debt at historically low rates. Our financing activities over the last three years resulted in extending our consolidated weighted average remaining maturity from 6 to 10 years and lowering our weighted average effective interest rate from 2.7% to 1.6% at January 1, 2019 and December 31, 2021, respectively. At December 31, 2021, we had total available liquidity of $5.0 billion and continue to maintain low leverage as a percentage of our real estate investments and our market capitalization. As a result of our low leverage, available liquidity and investment capacity in the co-investment ventures, we have significant capacity to capitalize on value-added investment opportunities that will translate into future earnings growth.
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•	Economies of Scale from Growth. We have scalable systems and infrastructure in place to grow both our consolidated and O&M portfolios with limited incremental G&A expense. We believe we can continue to grow NOI and strategic capital revenues organically and through accretive development and acquisition activity while further reducing G&A as a percentage of our investments in real estate. We use adjusted G&A expenses as a percentage of the O&M portfolio (based on gross book value) to measure and evaluate our overhead costs. As shown in the graph above, the acquisitions of Liberty Property Trust and Liberty Property Limited Partnership (collectively “Liberty” or the “Liberty Transaction”) and Industrial Property Trust Inc. (“IPT” or the “IPT Transaction”) in 2020 are key examples of this effort, where we increased our investments in real estate in the O&M portfolio by over 20% and had minimal increases to G&A expenses, resulting in lower G&A expenses as a percentage of investments in real estate.
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•	Staying “Ahead of What’s Next™”. We are focused on creating value beyond real estate by enhancing our customers’ experience, leveraging our scale to deliver the best value through our procurement activities and constantly innovating through data analytics and digitization efforts. Our Prologis Essentials business supports our customers’ through service and product offerings, including innovative solutions to operations, transport, technology, energy, and labor challenges that can make our customers’ decision process easier and their enterprise more efficient. Additionally, we invest in sustainable logistics building design features and practices, such as the addition of solar panels, LED lighting and EV charging, that also allows us to assist our customers with their sustainability performance.
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Competition

Real estate ownership is highly fragmented, and we face competition from many owners and operators. Competitively priced logistics space could impact our occupancy rates and have an adverse effect on how much rent we can charge, which in turn could affect our operating results. We face competition regarding our capital deployment activities, including regional, national and global operators or developers. We also face competition from investment managers for institutional capital within our strategic capital business.

Despite the competition, our global reach and local market knowledge over the years has given us distinct competitive advantages, including the following:

•	a portfolio of properties strategically located in markets characterized by large population densities, growing consumption and high barriers to entry, typically near large labor pools and extensive transportation infrastructure, including our Last Touch^®^ facilities;
•	the ability to leverage the organizational scale and structure of our 1.0 billion square foot O&M portfolio to provide a single point of contact for our multi-market customers to address their needs through our in-house global customer led solutions team;
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•	long-term relationships with customers served by our customer experience team that allows us to proactively and promptly respond to their needs across our global platform;
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•	the access our customers have to Prologis Essentials integrated suite of solutions;
•	a strategically located, global land bank and redevelopment sites that have the potential to support the development of $26.4 billion of TEI of new logistics space on an O&M basis;
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•	local teams with the expertise, experience and relationships to lease our properties and deploy capital advantageously;
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•	development of logistics facilities with sustainable design features that meet customer needs for high-quality buildings while enabling them to make progress on their own sustainability objectives;
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•	relationships and successful track record with current and prospective investors in our strategic capital business that is comprised of 95% perpetual long-term ventures and two publicly traded vehicles;
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•	a market intelligence team that allows us to track business conditions in real time, proactively pursue market opportunities and disruptions alike, and develop revenue-generating capabilities to strengthen our operational excellence;
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•	an investment in technology and talent to support our sustainability objectives, including expanding our efforts around renewable energy;
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•	Prologis Ventures, our corporate venture capital group, and Prologis Labs, our initiative for testing new technologies alongside our customers, together track the leading edge of innovation within real estate and the supply chain, creating important capabilities that connect Prologis with the C-suites of our customers; and
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•	a strong balance sheet and credit ratings, coupled with significant liquidity, borrowing capacity and long-term fixed debt with low rates.
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Customers

At December 31, 2021, in our Real Estate Operations segment representing our consolidated properties, we had more than 3,500 customers occupying 448 million square feet of logistics operating properties. Our broad customer base represents a spectrum of international, national, regional and local logistics users who operate in various industries, providing diverse goods to consumers throughout the globe.

The location of our global portfolio gives us the unique ability to provide our customers with the right real estate solutions for their supply chains that, in turn, allows them to meet end-consumer delivery expectations. We have invested in properties located within infill and urban areas in our largest global markets with same day access (defined as Last Touch®) and next day access (defined as city distribution), to the consumer population. We have also invested in facilities located at key transportation hubs on the edge of these major infill and urban areas and gateway distribution facilities that incorporate access to major sea and intermodal ports.

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Below are the primary categories of goods in our buildings for our consolidated real estate properties at December 31, 2021.

(1)	NER is calculated using the estimated total cash to be received over the term of the lease divided by the lease term to determine the average amount of cash rent payments received per year. Amounts derived in a currency other than the U.S. dollar have been translated using the average rate from the previous twelve months.

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The following table details our top 25 customers for our consolidated and O&M real estate properties at December 31, 2021 (square feet in millions):

	Consolidated - Real Estate Operations					Owned and Managed
Top Customers	% of NER		Total Occupied Square Feet		Top Customers	% of NER		Total Occupied Square Feet
1.   Amazon		7.0		24	1.   Amazon		4.8		33
2.   FedEx		2.1		7	2.   Geodis		1.4		15
3.   Home Depot		1.9		9	3.   FedEx		1.3		9
4.   Geodis		1.1		5	4.   DHL		1.2		11
5.   Wal-Mart		1.0		4	5.   Home Depot		1.2		11
6.   U.S. Government		0.8		2	6.   GXO		1.2		11
7.   UPS		0.8		4	7.   DSV Panalpina		0.8		7
8.   GXO		0.7		4	8.   CEVA Logistics		0.7		7
9.   DSV Panalpina		0.7		2	9.   UPS		0.7		6
10. DHL		0.6		3	10. Kuehne + Nagel		0.7		6
Top 10 Customers		16.7		64	Top 10 Customers		14.0		116
11. Pepsi		0.6		3	11. Wal-Mart		0.6		6
12. Office Depot		0.5		3	12. U.S. Government		0.6		3
13. Staples		0.5		3	13. ZOZO		0.5		3
14. Berkshire Hathaway		0.5		2	14. Hitachi		0.5		4
15. VF Corporation		0.4		1	15. DB Schenker		0.5		5
16. Kellogg		0.4		2	16. J Sainsburys		0.5		3
17. Ryder System		0.4		2	17. Cainiao (Alibaba)		0.5		5
18. Mondelez International		0.4		2	18. BMW		0.4		4
19. National Distribution Centers		0.3		1	19. Maersk		0.4		3
20. Westrock Company		0.3		1	20. Ingram Micro		0.3		4
21. Kuehne + Nagel		0.3		1	21. Sumitomo		0.3		3
22. Sysco Guest Supply		0.3		2	22. Pepsi		0.3		3
23. Lindt & Sprüngli		0.3		2	23. Staples		0.3		4
24. Ingram Micro		0.3		1	24. Panasonic		0.3		2
25. Iron Mountain		0.3		1	25. Mercado Libre		0.3		3
Top 25 Customers		22.5		91	Top 25 Customers		20.3		171

In our Strategic Capital segment, we view our partners and investors as our customers. At December 31, 2021, we had 149 investors in our private equity ventures, several of which invest in multiple ventures.

Employees

Our employees are the most important part of our business. When attracting, developing and retaining talent, we seek individuals who hold varied experiences and viewpoints to create an inclusive and diverse culture and workplace that allows each employee to do their best work and drive our collective success. We focus on leadership development at every level of the organization. We align employees’ goals with our overall strategic direction to create a clear link between individual efforts and the long-term success of the company. We then provide feedback on their performance towards those goals to ensure their growth. Providing our employees’ learning and development through training, educational opportunities and mentorship is critical to our ability to continue to innovate. We have strong employee engagement throughout all areas of the company, which we regularly measure through employee engagement surveys.

Throughout the COVID-19 pandemic, we have protected our employee’s health and well-being by providing the technology and communication equipment necessary to allow the majority of our employees to work remotely. For those employees who cannot effectively do their jobs remotely, we have put protocols in place to ensure a safe working environment. Moving forward, we will provide workplace flexibility with accountability to our employees as determined by role. We continue to attract and retain the top talent in the industry through a robust benefit package, career growth opportunities, talent recognition and individual development planning. Our talented team allows Prologis to deliver on our commitment to our customers and investors.

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The following table summarizes our total number of employees at December 31, 2021:

Geographies
U.S. ^(1)^	1,166
Other Americas	146
Europe	494
Asia	247
Total	2,053
(1)	This includes employees who were based in the U.S. but also support other geographies.
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We allocate the personnel costs related to providing property management and leasing functions to our Real Estate Operations and Strategic Capital segments based on the square footage of the respective portfolios. The personnel costs to perform only Strategic Capital functions are allocated directly to that segment.

Prologis employees are not organized under collective bargaining agreements, other than in Brazil, France and Spain, and there is a works council in France.

CODE OF ETHICS AND BUSINESS CONDUCT

We maintain a Code of Ethics and Business Conduct applicable to our board of directors (the “Board”) and all of our officers and employees, including the principal executive officer, the principal financial officer and the principal accounting officer, and other people performing similar functions. A copy of our Code of Ethics and Business Conduct is available on our website, www.prologis.com. In addition to being accessible through our website, copies of our Code of Ethics and Business Conduct can be obtained, free of charge, upon written request to Investor Relations, Pier 1, Bay 1, San Francisco, California 94111. Any amendments to or waivers of our Code of Ethics and Business Conduct that apply to the principal executive officer, the principal financial officer, the principal accounting officer, or other people performing similar functions, and that relate to any matter enumerated in Item 406(b) of Regulation S-K, will be disclosed on our website.

ENVIRONMENTAL STEWARDSHIP, SOCIAL RESPONSIBILITY AND GOVERNANCE (“ESG”)

Our long-standing dedication to ESG creates value for our company by strengthening our relationships with our customers, investors, employees and the communities in which we do business. The principles of ESG are an important aspect of our business strategy, delivering a strategic business advantage while positively impacting the environment. We develop modern and efficient buildings with state-of-the-art technology to stay ahead of our customers’ needs while advancing structural, transportation, and energy requirements. We invest in sustainable design features and practices. This includes the addition of solar panels, cool roofs, LED lighting, electric vehicle charging stations, waste diversion, recycling and xeriscaping. These services and solutions deliver cost-savings and operational efficiencies for our customers, reduce energy and water consumption and decrease greenhouse gas emissions within our customers’ operations across our portfolio and our own corporate operations.

We believe our Prologis Essentials LED and SolarSmart solutions accelerate energy savings and help reduce the environmental footprint of our customers. We regularly and proactively reach out to customers to discuss how Prologis can work with them to enhance the sustainability of their operations. We have a comprehensive approach to carbon management that includes science-based targets to address our global carbon footprint resulting from our development activities. We have committed to achieving 100% carbon-neutral construction globally by 2025 and will partner with our customers to decarbonize their operations through our CarbonZero program. We have also committed to achieving green building certifications for 100% of our new development and redevelopment and are exploring innovative and sustainable building designs and technologies such as EV charging stations. We are regularly recognized for our commitment to and leadership in sustainable building practices and are positioning ourselves as the developer of choice for customers seeking a partner that can help them meet their own sustainability goals.

We are committed to social responsibility and strengthening relationships important to our business through customer partnerships, investor outreach, community involvement, labor solutions, and inclusion and diversity initiatives. We also focus on our employees and our customers’ employees through health and wellness programs and building design. Through our Community Workforce Initiative, for example, we are helping build a talent pipeline for our customers with an emphasis on revitalizing career pathways and creating economic opportunities in the communities where we operate. We set an ambitious goal to train 25,000 individuals by 2025 by partnering with leading public sector organizations and leveraging digital learning technologies to develop innovative training solutions. In 2021, we partnered with the Association for Supply Chain Management to create a new industry certificate for our digital curriculum to develop the next generation of talent for the logistics industry.

We strive to promote a culture of uncompromising integrity, including through our governance practices and corporate oversight. Our Board independence and diversity, open communication with our stockholders and a risk management framework that supports our investment and process decisions all serve to mitigate risk and preserve value for our company. The strength of our balance sheet and credit ratings, ability to stay ahead of customer needs, dedication to proactive risk mitigation and engagement with our employees through ethics and anti-corruption training, along with stockholder outreach ensures the financial, operational and reputational resilience of our organization for the long-term. Our approach is reinforced by our Code of Ethics and Business Conduct, as described above.

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ENVIRONMENTAL MATTERS

We are exposed to various environmental risks that may result in unanticipated losses and affect our operating results and financial condition. Either the previous owners or we have conducted environmental reviews on a majority of the properties we have acquired, including land. While some of these assessments have led to further investigation and sampling, none of the environmental assessments have revealed an environmental liability that we believe would have a material adverse effect beyond amounts recorded at December 31, 2021. See further discussion in Item 1A. Risk Factors and Note 16 to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.

GOVERNMENTAL MATTERS

We are exposed to various regulatory requirements, taxes, tariffs, trade wars and laws within the countries in which we operate and unexpected changes in these items may result in unanticipated losses, adverse tax consequences and affect our operating results and financial condition. In addition, we may be impacted by the ability of our non-U.S. subsidiaries to distribute or otherwise transfer cash among our subsidiaries due to currency exchange control regulations and transfer pricing regulations. The impact of regional or country-specific economic instability, including government shutdowns or other internal trade alliances or agreements could also have a material adverse effect on our business, financial condition or results of operations. See further discussion in Item 1A. Risk Factors.

INSURANCE COVERAGE

We carry insurance coverage on our properties. We determine the type of coverage and the policy specifications and limits based on what we deem to be the risks associated with our ownership of properties and our business operations in specific markets. Such coverage typically includes property damage and rental loss insurance resulting from such perils as fire, windstorm, flood, earthquake and terrorism; commercial general liability insurance; and environmental insurance. Insurance is maintained through a combination of commercial insurance, self-insurance and a wholly-owned captive insurance entity. Additionally, in 2021 we sponsored catastrophe bonds that provide further insurance coverage for potential losses resulting from earthquake risks in the U.S. The costs to insure our properties are primarily covered through expense reimbursements from our customers. We believe our insurance coverage contains policy specifications and insured limits that are customary for similar properties, business activities and markets and we believe our properties are adequately insured. See further discussion in Item 1A. Risk Factors.

ITEM 1A. Risk Factors

Our operations and structure involve various risks that could adversely affect our business and financial condition, including but not limited to, our financial position, results of operations, cash flow, ability to make distributions and payments to security holders and the market value of our securities. These risks relate to Prologis as well as our investments in consolidated and unconsolidated entities and include among others, (i) risks related to our global operations (ii) risks related to our business; (iii) risks related to financing and capital; (iv) risks related to income taxes; and (v) general risks.

Risks Related to our Global Operations

As a global company, we are subject to social, political and economic risks of doing business in many countries.

We conduct a significant portion of our business and employ a substantial number of people outside of the U.S. During 2021, we generated approximately $620 million or 13.0% of our consolidated revenues from operations outside the U.S. Circumstances and developments related to international operations that could negatively affect us include, but are not limited to, the following factors:

•	difficulties and costs of staffing and managing international operations in certain geographies, including differing employment practices and labor issues;
•	local businesses and cultural factors that differ from our usual standards and practices;
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•	volatility in currencies and currency restrictions, which may prevent the transfer of capital and profits to the U.S.;
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•	challenges in establishing effective controls and procedures to regulate operations in different geographies and to monitor compliance with applicable regulations, such as the Foreign Corrupt Practices Act, the United Kingdom (“U.K.”) Bribery Act and other similar laws;
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•	unexpected changes in regulatory and environmental requirements, taxes, tariffs, trade wars and laws within the countries in which we operate;
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•	potentially adverse tax consequences;
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•	the responsibility of complying with multiple and potentially conflicting laws, e.g., with respect to corrupt practices, employment and licensing;
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•	the impact of regional or country-specific business cycles and economic instability, including government shutdowns and withdrawals from the European Union or other international trade alliances or agreements;
•	political instability, uncertainty over property rights, civil unrest, drug trafficking, political activism or the continuation or escalation of terrorist or gang activities;
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•	foreign ownership restrictions in operations with the respective countries; and
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•	access to capital may be more restricted, or unavailable on favorable terms or at all in certain locations.
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In addition, we may be impacted by the ability of our non-U.S. subsidiaries to dividend or otherwise transfer cash among our subsidiaries due to currency exchange control regulations, transfer pricing regulations and potentially adverse tax consequences, among other factors.

Compliance or failure to comply with regulatory requirements could result in substantial costs.

We are required to comply with many regulations in different countries, including (but not limited to) the Foreign Corrupt Practices Act, the U.K. Bribery Act and similar laws and regulations. Our properties are also subject to various federal, state and local regulatory requirements, such as the Americans with Disabilities Act and state and local fire, life-safety, energy and greenhouse gas emissions requirements. Noncompliance could result in the imposition of governmental fines or the award of damages to private litigants. While we believe that we are currently in material compliance with these regulatory requirements, the requirements may change or new requirements may be imposed that could require significant unanticipated expenditures by us.

Disruptions in the global capital and credit markets may adversely affect our operating results and financial condition.

To the extent there is turmoil in the global financial markets, this turmoil has the potential to adversely affect (i) the value of our properties; (ii) the availability or the terms of financing that we have or may anticipate utilizing; (iii) our ability to make principal and interest payments on, or refinance any outstanding debt when due; and (iv) the ability of our customers to enter into new leasing transactions or satisfy rental payments under existing leases. Disruptions in the capital and credit markets may also adversely affect the market price of our securities and our ability to make distributions and payments to our security holders.

The depreciation in the value of the foreign currency in countries where we have a significant investment may adversely affect our results of operations and financial position.

We hold significant real estate investments in international markets where the U.S. dollar is not the functional currency. At December 31, 2021, approximately $9.1 billion or 15.6% of our total consolidated assets were invested in a currency other than the U.S. dollar, principally the British pound sterling, Canadian dollar, euro and Japanese yen. For the year ended December 31, 2021, $422 million or 12.1% of our total consolidated segment NOI was denominated in a currency other than the U.S. dollar. See Note 17 to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data for more information on these amounts. As a result, we are subject to foreign currency risk due to potential fluctuations in exchange rates between foreign currencies and the U.S. dollar. A significant change in the value of the foreign currency of one or more countries where we have a significant investment may have a material adverse effect on our business and, specifically, our U.S. dollar reported financial position and results of operations.

Our hedging of foreign currency and interest rate risk may not effectively limit our exposure to these risks.

We attempt to mitigate our risk by borrowing in the currencies in which we have significant investments thereby providing a natural hedge. We may also enter into derivative financial instruments that we designate as net investment hedges, as these amounts offset the translation adjustments on the underlying net assets of our foreign investments. We enter into other foreign currency contracts, such as forwards, to reduce fluctuations in foreign currency cash flow associated with the translation of future earnings of our international subsidiaries. Although we attempt to mitigate the potential adverse effects of changes in foreign currency rates there can be no assurance that those attempts will be successful. In addition, we occasionally use interest rate swap contracts to manage interest rate risk and limit the impact of future interest rate changes on earnings and cash flows. Hedging arrangements involve risks, such as the risk of fluctuation in the relative value of the foreign currency or interest rates and the risk that counterparties may fail to honor their obligations under these arrangements. The funds required to settle such arrangements could be significant depending on the stability and movement of the hedged foreign currency or the size of the underlying financing and the applicable interest rates at the time of the breakage. The failure to hedge effectively against foreign exchange changes or interest rate changes may adversely affect our business.

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Risks Related to our Business

General economic conditions and other events or occurrences that affect areas in which our properties are geographically concentrated, may impact financial results.

We are exposed to the economic conditions and other events and occurrences in the local, regional, national and international geographies in which we own properties. Our operating performance is further impacted by the economic conditions of the specific markets in which we have concentrations of properties.

At December 31, 2021, 30.7% of our consolidated operating properties or $13.8 billion (based on consolidated gross book value, or investment before depreciation) were located in California (Central Valley, San Francisco Bay Area and Southern California markets), which represented 25.9% of the aggregate square footage of our operating properties and 33.0% of our consolidated operating property NOI. Our revenues from, and the value of, our properties located in California may be affected by local real estate conditions (such as an oversupply of or reduced demand for logistics properties) and the local economic climate. Business layoffs, downsizing, industry slowdowns, changing demographics and other factors may adversely impact California’s economic climate. Because of the investment we have located in California, a downturn in California’s economy or real estate conditions, including state income tax and property tax laws, could adversely affect our business.

In addition to California, we also have significant holdings (defined as more than 3% of total consolidated investment before depreciation) in operating properties in certain markets located in Atlanta, Chicago, Dallas/Fort Worth, Houston, Lehigh Valley, New Jersey/New York City, Seattle and South Florida. Of these markets, no single market contributed more than 10% of our total consolidated investment before depreciation in operating properties. Our operating performance could be adversely affected if conditions become less favorable in any of the markets in which we have a concentration of properties. Conditions such as an oversupply of logistics space or a reduction in demand for logistics space, among other factors, may impact operating conditions. Any material oversupply of logistics space or material reduction in demand for logistics space could adversely affect our overall business.

Our O&M portfolio, which includes our consolidated properties and properties owned by our unconsolidated co-investment ventures, has concentrations of properties in the same markets mentioned above, as well as in markets in China, France, Japan, Mexico and the U.K., and are subject to the economic conditions in those markets.

Real estate investments are not as liquid as certain other types of assets, which may reduce economic returns to investors.

Real estate investments are not as liquid as certain other types of investments and this lack of liquidity may limit our ability to react promptly to changes in economic or other conditions. Significant expenditures associated with real estate investments, such as secured mortgage debt payments, real estate taxes and maintenance costs, are generally not reduced when circumstances cause a reduction in income from the investments. As a REIT, under the IRC, we are only able to hold property for sale in the ordinary course of business through taxable REIT subsidiaries in order to not incur punitive taxation on any tax gain from the sale of such property. We may dispose of certain properties that have been held for investment to generate liquidity. If we do not satisfy certain safe harbors or we believe there is too much risk of incurring the punitive tax on any tax gain from the sale, we may not pursue such sales.

We may decide to sell or contribute properties to certain of our co-investment ventures or sell properties to third parties to generate proceeds to fund our capital deployment activities. Our ability to sell or contribute properties on advantageous terms is affected by: (i) competition from other owners of properties that are trying to dispose of their properties; (ii) economic and market conditions, including the capitalization rates applicable to our properties; and (iii) other factors beyond our control. If our competitors sell assets similar to assets we intend to divest in the same markets or at valuations below our valuations for comparable assets, we may be unable to divest our assets at favorable pricing or at all. The co-investment ventures or third parties who might acquire our properties may need to have access to debt and equity capital, in the private and public markets, in order to acquire properties from us. Should they have limited or no access to capital on favorable terms, then dispositions and contributions could be delayed.

If we do not have sufficient cash available to us through our operations, sales or contributions of properties or available credit facilities to continue operating our business as usual, we may need to find alternative ways to increase our liquidity. Such alternatives may include, without limitation, divesting properties at less than optimal terms, incurring debt, entering into leases with new customers at lower rental rates or less than optimal terms or entering into lease renewals with our existing customers without an increase in rental rates. There can be no assurance, however, that such alternative ways to increase our liquidity will be available to us. Additionally, taking such measures to increase our liquidity may adversely affect our business, and in particular, our distributable cash flow and debt covenants.

Our investments are concentrated in the logistics sector and our business would be adversely affected by an economic downturn in that sector.

Our investments in real estate assets are concentrated in the logistics sector. This concentration may expose us to the risk of economic downturns in this sector to a greater extent than if our business activities were more diversified.

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Investments in real estate properties are subject to risks that could adversely affect our business.

Investments in real estate properties are subject to varying degrees of risk. While we seek to minimize these risks through geographic diversification of our portfolio, market research and our asset management capabilities, these risks cannot be eliminated. Factors that may affect real estate values and cash flows include:

•	local conditions, such as oversupply or a reduction in demand;
•	technological changes, such as reconfiguration of supply chains, autonomous vehicles, robotics, 3D printing or other technologies;
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•	the attractiveness of our properties to potential customers and competition from other available properties;
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•	increasing costs of maintaining, insuring, renovating and making improvements to our properties;
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•	our ability to reposition our properties due to changes in the business and logistics needs of our customers;
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•	our ability to lease the properties at favorable rates and control variable operating costs; and
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•	governmental and environmental regulations and the associated potential liability under, and changes in, environmental, zoning, usage, tax, tariffs and other laws.
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These factors may affect our ability to recover our investment in the properties and result in impairment charges.

Our customers may be unable to meet their lease obligations or we may be unable to lease vacant space or renew leases or re-lease space on favorable terms as leases expire.

Our operating results and distributable cash flow would be adversely affected if a significant number of our customers were unable to meet their lease obligations. At December 31, 2021, our top 10 customers accounted for 16.7% of our consolidated NER and 14.0% of our O&M NER. In the event of default by a significant number of customers, we may experience delays and incur substantial costs in enforcing our rights as landlord, and we may be unable to re-lease spaces. A customer may experience a downturn in its business, which may cause the loss of the customer or may weaken its financial condition, resulting in the customer’s failure to make rental payments when due or requiring a restructuring that might reduce cash flow from the lease. In addition, a customer may seek the protection of bankruptcy, insolvency or similar laws, which could result in the rejection and termination of such customer’s lease and thereby cause a reduction in our available cash flow.

We are also subject to the risk that, upon the expiration of leases they may not be renewed by existing customers, the space may not be re-leased to new customers or the terms of renewal or re-leasing (including the cost of required renovations or concessions to customers) may be less favorable to us than current lease terms. Our competitors may offer space at rental rates below current market rates or below the rental rates we currently charge our customers and we may be pressured to reduce our rental rates below those we currently charge to retain customers when leases expire or we may lose potential customers.

We may acquire properties and companies that involve risks that could adversely affect our business and financial condition.

We have acquired properties and will continue to acquire properties through the direct acquisition of real estate, the acquisition of entities that own real estate or through additional investments in co-investment ventures that acquire properties. The acquisition of properties involves risks, including the risk that the acquired property will not perform as anticipated and that any actual costs for rehabilitation, repositioning, renovation and improvements identified in the pre-acquisition due diligence process will exceed estimates. When we acquire properties, we may face risks associated with a lack of market knowledge or understanding of the local economy, forging new business relationships in the area and unfamiliarity with local government and permitting procedures. Additionally, there is, and it is expected there will continue to be, significant competition for properties that meet our investment criteria as well as risks associated with obtaining financing for acquisition activities. The acquired properties or entities may be subject to liabilities, including tax liabilities, which may be without any recourse, or with only limited recourse, with respect to unknown liabilities. As a result, if a liability were asserted against us based on our new ownership of any of these entities or properties, then we may have to pay substantial sums to settle it.

We may be unable to integrate the operations of newly acquired companies and realize the anticipated synergies and other benefits or do so within the anticipated timeframe. Potential difficulties we may encounter in the integration process include: (i) the inability to dispose of non-industrial assets or operations that are outside of our area of expertise; (ii) potential unknown liabilities and unforeseen increased expenses, delays or regulatory conditions associated with these transactions; and (iii) performance shortfalls as a result of the diversion of management’s attention caused by completing these transactions and integrating the companies’ operations.

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Our real estate development and redevelopment strategies may not be successful.

Our real estate development and redevelopment strategy is focused on monetizing land and redevelopment sites in the future through development of logistics facilities to hold for long-term investment and for contribution or sale to a co-investment venture or third party, depending on market conditions, our liquidity needs and other factors. We may increase our investment in the development, renovation and redevelopment business and we expect to complete the build-out and leasing of our current development portfolio. We may also develop, renovate and redevelop properties within existing or newly formed co-investment ventures. The real estate development, renovation and redevelopment business includes the following significant risks:

•	we may not be able to obtain financing for development projects on favorable terms or at all;
•	we may explore development opportunities that may be abandoned and the related investment impaired;
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•	we may not be able to obtain, or may experience delays in obtaining, all necessary zoning, land-use, building, occupancy and other governmental permits and authorizations;
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•	we may have construction costs or additional environmental regulation costs that exceed our estimates and projects may not be completed, delivered or stabilized as planned due to defects or other issues;
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•	we may not be able to attract third-party investment in new development co-investment ventures or sufficient customer demand for our product;
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•	we may have properties that perform below anticipated levels, producing cash flows below budgeted amounts;
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•	we may seek to sell certain land parcels and not be able to find a third party to acquire such land or the sales price will not allow us to recover our investment, resulting in impairment charges;
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•	we may not be able to lease properties we develop on favorable terms or at all;
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•	we may not be able to capture the anticipated enhanced value created by our value-added properties on expected timetables or at all;
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•	we may experience delays (temporary or permanent) if there is public or government opposition to our activities; and
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•	we may have substantial renovation, new development and redevelopment activities, regardless of their ultimate success, that require a significant amount of management’s time and attention, diverting their attention from our day-to-day operations.
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We are subject to risks and liabilities in connection with forming and attracting third-party investment in co-investment ventures, investing in new or existing co-investment ventures, and managing properties through co-investment ventures.

At December 31, 2021, we had investments in co-investment ventures, both public and private, that owned operating properties with a gross book value of approximately $54 billion. Our organizational documents do not limit the amount of available funds that we may invest in these ventures, and we may and currently intend to develop and acquire properties through co-investment ventures and investments in other entities when warranted by the circumstances. However, there can be no assurance that we will be able to form new co-investment ventures, or attract third-party investment or that additional investments in new or existing ventures to develop or acquire properties will be successful. Further, there can be no assurance that we are able to realize value from our existing or future investments. The same factors that impact the valuation of our consolidated portfolio, as discussed above, also impact the portfolios held by the co-investment ventures and could result in other than temporary impairment of our investment and a reduction in fee revenues.

Our co-investment ventures involve certain additional risks that we do not otherwise face, including:

•	our partners may share certain approval rights over major decisions made on behalf of the ventures;
•	if our partners fail to fund their share of any required capital contributions, then we may choose to contribute such capital;
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•	our partners might have economic or other business interests or goals that are inconsistent with our business interests or goals that would affect our ability to operate the venture;
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•	the venture or other governing agreements often restrict the transfer of an interest in the co-investment venture or may otherwise restrict our ability to sell the interest when we desire or on advantageous terms;
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•	our relationships with our partners are generally contractual in nature and may be terminated or dissolved under the terms of the agreements, and in such event, we may not continue to invest in or manage the assets underlying such relationships resulting in
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a decrease in our assets under management and a reduction in fee revenues. This may also require us to acquire the properties in order to maintain an investment in the portfolio; and
•	disputes between us and our partners may result in litigation or arbitration that would increase our expenses and prevent our officers and directors from focusing their time and effort on our business and result in subjecting the properties owned by the applicable co-investment venture to additional risk.
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We generally seek to maintain sufficient influence over our co-investment ventures to permit us to achieve our business objectives; however, we may not be able to continue to do so indefinitely. We have formed publicly traded investment vehicles, such as NPR and FIBRA Prologis, for which we serve as sponsor or manager. These entities bear their own risks related to trading markets, foreign currency exchange rates and market demand. We have contributed, and may continue to contribute, assets into such vehicles. There is a risk that our managerial relationship may be terminated.

We have also made investments in early and growth-stage companies that are focused on emerging technology. These companies may not be successful at raising additional capital or generating cash flows to sustain operations, which could result in the impairment of our investment. In addition, through Prologis Essentials we are investing in the development of new business lines that are complementary to our core business. These business lines may not be successful and may include risks that are different than investing in our core real estate business.

We are exposed to various environmental risks, which may result in unanticipated losses that could affect our business and financial condition.

Under various federal, state and local laws, ordinances and regulations, a current or previous owner, developer or operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances. The costs of removal or remediation of such substances could be substantial. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release or presence of such hazardous substances. In addition, third parties may sue the owner or operator of a site for damages based on personal injury, property damage or other costs, including investigation and clean-up costs, resulting from the environmental contamination.

Environmental laws in some countries, including the U.S., also require that owners or operators of buildings containing asbestos properly manage and maintain the asbestos, adequately inform or train those who may come into contact with asbestos and undertake special precautions, including removal or other abatement, in the event that asbestos is disturbed during building renovation or demolition. These laws may impose fines and penalties on building owners or operators who fail to comply with these requirements and may allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos. Some of our properties are known to contain asbestos-containing building materials.

In addition, some of our properties are leased or have been leased, in part, to owners and operators of businesses that use, store or otherwise handle petroleum products or other hazardous or toxic substances, creating a potential for the release of such hazardous or toxic substances. Furthermore, certain of our properties are on, adjacent to or near other properties that have contained or currently contain petroleum products or other hazardous or toxic substances, or upon which others have engaged, are engaged or may engage in activities that may release such hazardous or toxic substances. From time to time, we may acquire properties, or interests in properties, with known adverse environmental conditions for which we believe that the environmental liabilities associated with these conditions are quantifiable and that the acquisition will yield a superior risk-adjusted return. In connection with certain divested properties, we have agreed to remain responsible for, and to bear the cost of, remediating or monitoring certain environmental conditions on the properties.

Our insurance coverage does not cover all potential losses.

We and our unconsolidated co-investment ventures carry insurance coverage including property damage and rental loss insurance resulting from certain perils such as fire and additional perils as covered under an extended coverage policy, namely windstorm, flood, earthquake and terrorism; commercial general liability insurance; and environmental insurance, as appropriate for the markets where each of our properties and business operations are located. The insurance coverage contains policy specifications and insured limits customarily carried for similar properties, business activities and markets. We believe our properties and the properties of our co-investment ventures are adequately insured. Certain losses, however, including losses from floods, earthquakes, acts of war, acts of terrorism or riots and pandemics, generally are not insured against or not fully insured against because it is not deemed economically feasible or prudent to do so. If an uninsured loss or a loss in excess of insured limits occurs with respect to one or more of our properties, we could experience a significant loss of capital invested and future revenues in these properties and could potentially remain obligated under any recourse debt associated with the property.

Furthermore, we cannot be sure that the insurance companies will be able to continue to offer products with sufficient coverage at commercially reasonable rates. If we experience a loss that is uninsured or that exceeds insured limits with respect to one or more of our properties or if the insurance companies fail to meet their coverage commitments to us in the event of an insured loss, then we could lose the capital invested in the damaged properties, as well as the anticipated future revenues from those properties and, if there is recourse debt, then we would remain obligated for any mortgage debt or other financial obligations related to the properties. Any such losses or higher insurance costs could adversely affect our business.

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A number of our investments, both wholly-owned and owned through co-investment ventures, are located in areas that are known to be subject to earthquake activity. U.S. properties located in active seismic areas include properties in our markets in California and Seattle. International properties located in active seismic areas include Japan and Mexico. We generally carry earthquake insurance on our properties located in areas historically subject to seismic activity, subject to coverage limitations and deductibles, if we believe it is commercially reasonable. We evaluate our earthquake insurance coverage annually in light of current industry practice through an analysis prepared by outside consultants and in some specific instances have elected to self-insure our earthquake exposure based on this analysis. We have elected not to carry earthquake insurance for our assets in Japan based on this analysis.

Furthermore, a number of our properties are located in areas that are known to be subject to hurricane or flood risk. We carry hurricane and flood hazard insurance on all of our properties located in areas historically subject to such activity, subject to coverage limitations and deductibles, if we believe it is commercially reasonable. We evaluate our insurance coverage annually in light of current industry practice through an analysis prepared by outside consultants.

Risks Related to Financing and Capital

We may be unable to refinance our debt or our cash flow may be insufficient to make required debt payments.

We are subject to risks normally associated with debt financing, including the risk that our cash flow will be insufficient to meet required payments of principal and interest. There can be no assurance that we will be able to refinance any maturing indebtedness, that such refinancing would be on terms as favorable as the terms of the maturing indebtedness, or that we will be able to otherwise obtain funds by selling assets or raising equity to make required payments on maturing indebtedness. If we are unable to refinance our indebtedness at maturity or meet our payment obligations, our business and financial condition will be negatively impacted and, if the maturing debt is secured, the lender may foreclose on the property securing such indebtedness. Our credit facilities and certain other debt bears interest at variable rates. Increases in market interest rates would increase our interest expense under these agreements.

Covenants in our credit agreements could limit our flexibility and breaches of these covenants could adversely affect our financial condition.

The terms of our various credit agreements, including our credit facilities and term loans, the indentures under which certain of our senior notes are issued and other note agreements, require us to comply with a number of customary financial covenants, such as maintaining debt service coverage ratios, leverage ratios and fixed charge coverage ratios. These covenants may limit our flexibility to run our business, and breaches of these covenants could result in defaults under the instruments governing the applicable indebtedness. If we default under the covenant provisions and are unable to cure the default, refinance the indebtedness or meet payment obligations, our business and financial condition generally and, in particular, the amount of our distributable cash flow could be adversely affected.

Adverse changes in our credit ratings could negatively affect our financing activity.

At December 31, 2021, our credit ratings were A3 from Moody’s with a stable outlook and A- from S&P with a positive outlook. A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time by the rating organization.

The credit ratings of our senior notes and preferred stock are based on our operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analyses of us. Our credit ratings can affect the amount of capital we can access, as well as the terms and pricing of any debt we may incur. There can be no assurance that we will be able to maintain our current credit ratings, and in the event our credit ratings are downgraded, we would likely incur higher borrowing costs and may encounter difficulty in obtaining additional financing. Also, a downgrade in our credit ratings may trigger additional payments or other negative consequences under our credit facilities and other debt instruments. Adverse changes in our credit ratings could negatively impact our business and, in particular, our refinancing and other capital market activities, our ability to manage debt maturities, our future growth and our development and acquisition activity.

In order to meet REIT distribution requirements we may need access to external sources of capital.

To qualify as a REIT, we are required each year to distribute at least 90% of our REIT taxable income (determined without regard to the dividends-paid deduction and by excluding any net capital gain) to our stockholders and we may be subject to tax to the extent our taxable income is not fully distributed. Historically, we have satisfied these distribution requirements by making cash distributions to our stockholders, however, we may elect to pay a portion of the distribution in shares of our stock. Assuming we continue to satisfy these distribution requirements with cash, we may not be able to fund all future capital needs, including acquisition and development activities, from cash retained from operations and may have to rely on third-party sources of capital. Furthermore, to maintain our REIT status and not have to pay federal income and excise taxes, we may need to borrow funds on a short-term basis to meet the REIT distribution requirements even if the then-prevailing market conditions are not favorable for these borrowings. These short-term borrowing needs could result from differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of nondeductible capital expenditures, the creation of reserves or required debt or amortization payments. Our ability to access debt and equity capital on favorable terms or at all depends on a number of factors, including general market conditions, the market’s perception of our growth potential, our current and potential future earnings and cash distributions and the market price of our securities.

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Transition to an alternative reference rate due to the cessation of the London Inter-bank Offered Rate (“LIBOR”) could have a negative impact on our required debt payments and the value of our related debt and derivative financial instruments.

In March 2021, the Financial Conduct Authority (“FCA”) formally announced that the publication of LIBOR was ending and confirmed that USD LIBOR-indexed rates would cease to be published after June 30, 2023. Certain interbank offered rates (“IBOR”) ceased on December 31, 2021. For discussion on the transition of these rates see Note 2 to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data. The Federal Reserve Board and the Federal Reserve Bank of New York identified the Secured Overnight Financing Rate (“SOFR”) as its preferred alternative rate for USD LIBOR for debt and derivative financial instruments. This extended cessation date for USD LIBOR-indexed rates would allow most legacy USD LIBOR contracts to mature before disruptions occur in the USD LIBOR market, without the need to transition those contracts to SOFR. At December 31, 2021, only the available USD commitments on our global senior credit facilities were indexed to USD LIBOR. See Item 7A. Quantitative and Qualitative Disclosures About Market Risk for additional discussion regarding our variable rate debt.

Our global senior credit facility agreements contain provisions that reference a comparable or successor rate to the extent USD LIBOR rates are no longer available and no mandatory prepayment or redemption provisions would be triggered in that instance. We anticipate managing the transition from USD LIBOR to SOFR using the language set out in our agreements and through potentially modifying our debt and derivative instruments, however future market conditions may not allow immediate implementation of desired modifications and we may incur significant associated costs in doing so. We will continue to monitor and evaluate the potential impact on our debt payments and value of our related debt and derivative financial instruments.

Our stockholders may experience dilution if we issue additional common stock or units in the OP.

Any additional future issuance of common stock or OP units will reduce the percentage of our common stock and units owned by investors. In most circumstances, stockholders and unitholders will not be entitled to vote on whether or not we issue additional common stock or units. In addition, depending on the terms and pricing of any additional offering of our common stock or OP units and the utilization of the proceeds, our stockholders and unitholders may experience dilution in both book value and fair value of their common stock or units.

Risks Related to Income Tax

The failure of Prologis, Inc. to qualify as a REIT would have serious adverse consequences.

Prologis, Inc. elected to be taxed as a REIT under Sections 856 through 860 of the IRC commencing with the taxable year ended December 31, 1997. We believe Prologis, Inc. has been organized and operated to qualify as a REIT under the IRC and believe that the current organization and method of operation comply with the rules and regulations promulgated under the IRC to enable Prologis, Inc. to continue to qualify as a REIT. However, it is possible that we are organized or have operated in a manner that would not allow Prologis, Inc. to qualify as a REIT, or that our future operations could cause Prologis, Inc. to fail to qualify. Qualification as a REIT requires us to satisfy numerous requirements (some annually and others on a quarterly basis) established under highly technical and complex sections of the IRC for which there are only limited judicial and administrative interpretations and involves the determination of various factual matters and circumstances not entirely within our control. For example, to qualify as a REIT, Prologis, Inc. must derive at least 95% of its gross income in any year from qualifying sources. In addition, Prologis, Inc. must pay dividends to its stockholders aggregating annually at least 90% of its taxable income (determined without regard to the dividends paid deduction and by excluding capital gains) and must satisfy specified asset tests on a quarterly basis. Historically, we have satisfied these distribution requirements by making cash distributions to our stockholders, but we may choose to satisfy these requirements by making distributions of cash or other property, including, in limited circumstances, our own stock. The provisions of the IRC and applicable Treasury regulations regarding qualification as a REIT are more complicated for Prologis, Inc. because we hold substantially all of our assets through the OP.

If Prologis, Inc. fails to qualify as a REIT in any taxable year, we will be required to pay federal income tax (including, for taxable years prior to 2018, any applicable alternative minimum tax) on taxable income at regular corporate rates. Unless we are entitled to relief under certain statutory provisions, Prologis, Inc. would be disqualified from treatment as a REIT for the four taxable years following the year in which it lost the qualification and would be subject to corporate tax on built-in gains that exist at the time of REIT re-election if recognized within the five-year period after re-election, and potentially 10 years for certain states. If Prologis, Inc. lost its REIT status, our net earnings would be significantly reduced for each of the years involved. In addition, we may need to borrow additional funds or liquidate some investments to pay any additional tax liability. Accordingly, funds available for investment, operations and distributions would be reduced.

Furthermore, we own a direct or indirect interest in certain subsidiary REITs that elected to be taxed as REITs under Sections 856 through 860 of the IRC. Provided that each subsidiary REIT qualifies as a REIT, our interest in such subsidiary REIT will be treated as a qualifying real estate asset for purposes of the REIT asset tests, and any dividend income or gains derived by us from such subsidiary REIT will generally be treated as income that qualifies for purposes of the REIT 95% and 75% gross income tests. To qualify as a REIT, the subsidiary REIT must independently satisfy all of the REIT qualification requirements. If such subsidiary REIT were to fail to qualify as a REIT, and certain relief provisions did not apply, it would be treated as a regular taxable corporation and its income would be subject to U.S. federal income tax. In addition, a failure of the subsidiary REIT to qualify as a REIT would have an adverse effect on the ability of Prologis, Inc. to comply with the REIT income and asset tests, and thus its ability to qualify as a REIT.

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In addition, we may acquire properties through the acquisition of REIT entities that own the real estate. If a gain in such assets is not otherwise recognized by the seller or target in such acquisitions, and such entities were to fail to satisfy the REIT requirements for any year, they would be disqualified from treatment as a REIT for the four taxable years following the year in which the REIT qualification was lost and the acquired assets would be subject to corporate tax on built-in gains that exist at the time of REIT re-election or, if earlier, at the time of Prologis’ acquisition of the assets. A sale of such assets within the 5-year recognition period, and potentially 10 years for certain states, could result in corporate tax liabilities that could be significant.

Certain property transfers may generate prohibited transaction income, resulting in a penalty tax on gain attributable to the transaction.

From time to time, we may transfer or otherwise dispose of some of our properties, including by contributing properties to our co-investment ventures. Under the IRC, any gain resulting from transfers of properties we hold as inventory or primarily for sale to customers in the ordinary course of business is treated as income from a prohibited transaction subject to a 100% penalty tax. We do not believe that our transfers or disposals of property or our contributions of properties into our co-investment ventures are prohibited transactions. However, whether property is held for investment purposes is a question of fact that depends on all the facts and circumstances surrounding the particular transaction. The Internal Revenue Service (“IRS”) may contend that certain transfers or dispositions of properties by us or contributions of properties into our co-investment ventures are prohibited transactions. While we believe that the IRS would not prevail in any such dispute, if the IRS were to argue successfully that a transfer, disposition or contribution of property constituted a prohibited transaction, we would be required to pay a 100% penalty tax on any gain allocable to us from the prohibited transaction. In addition, income from a prohibited transaction might adversely affect our ability to satisfy the income tests for qualification as a REIT.

Legislative or regulatory action could adversely affect us.

In recent years, numerous legislative, judicial and administrative changes have been made to the U.S., state, local and foreign income tax laws applicable to investments in real estate, REITs, similar entities and investments. Additional changes are likely to continue to occur in the future, both in and outside of the U.S. and may impact our taxation or that of our stockholders. Any increases in tax liability could be substantial and would reduce the amount of cash available for other purposes.

Complying with REIT requirements may limit our flexibility or cause us to forego otherwise attractive opportunities.

Our use of taxable REIT subsidiaries (“TRSs”) enables us to engage in non-REIT qualifying business activities. Under the IRC, no more than 20% of the value of the assets of a REIT may be represented by securities of one or more TRSs and other non-qualifying assets. This limitation may hinder our ability to make certain attractive investments, including the purchase of non-qualifying assets, the expansion of non-real estate activities and investments in the businesses to be conducted by our TRSs, and to that extent limit our opportunities.

General Risks

Our business may be materially and adversely affected by the impact of the global pandemic of COVID-19.

The World Health Organization and certain national and local governments characterized COVID-19 as a pandemic in March 2020. The COVID-19 outbreak has disrupted financial markets and global, national and local economies. There are government restrictions on activities across the globe. The impact of the COVID-19 outbreak on our business, that of our co-investment ventures, and our customers for the long-term continues to be uncertain.

Given the ongoing and dynamic nature of these circumstances, we cannot predict the extent to which the continuation of the COVID-19 pandemic may impact our business and operating results and that of our co-investment ventures, but its impact may include the following:

•	Existing customers and potential customers of our logistics facilities may be adversely affected by the decrease in economic activity, which in turn could disrupt their business and their ability to enter into new leasing transactions or satisfy rental payments;
•	Government, labor or other restrictions may prevent us from completing the development or leasing of properties currently under development or making our properties ready for our customers to move in;
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•	Our ability to recover our investments in real estate assets may be impacted by current market conditions;
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•	Increases in material costs as a result of labor shortages and supply chain disruptions may make the development of properties more costly than we originally budgeted; and
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•	Our workforce, including our executives, may become ill or have difficulty working remotely, caring for our properties and/or customers.
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Any prolonged economic downturn, escalation of the outbreak or disruption in the financial markets may also impact our ability to access capital markets to issue debt or equity securities and to complete real estate transactions at attractive pricing or at all.

These items may materially and adversely affect our financial condition, results of operations, cash flows and real estate values.

Our business and operations could suffer in the event of system failures or cyber security attacks.

Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for our internal and hosted information technology systems, our systems are vulnerable to damages from any number of sources, including energy blackouts, natural disasters, terrorism, war, telecommunication failures and cyber security attacks, such as malware, ransomware, or unauthorized access. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business. We may incur additional costs to remedy damages caused by such disruptions. Third-party security events at vendors, sub-processors, and service providers could also impact our data and operations via unauthorized access to information or disruption of services which may ultimately result in financial losses. Despite training, detection systems and response procedures, an increase in email attacks (phishing and business email compromise) may create disruption to our business and financial risk.

Although security incidents have had an insignificant financial impact on our operating results, the growing frequency of attempts may lead to increased costs to protect the company and respond to any events, including additional personnel, consultants and protection technologies. Any compromise of our security could result in a violation of applicable privacy and other laws, unauthorized access to information of ours and others, significant legal and financial exposure, damage to our reputation, loss or misuse of the information and a loss of confidence in our security measures, which could harm our business. Additionally, remediation costs for security events may not be covered by our insurance.

Risks associated with our dependence on key personnel.

We depend on the deep industry knowledge and the efforts of our executive officers and other key employees. From time to time, our personnel and their roles may change. While we believe that we are able to retain our key talent and find suitable employees to meet our needs, the loss of key personnel, any change in their roles or the limitation of their availability could adversely affect our business. If we are unable to continue to attract and retain our executive officers, or if compensation costs required to attract and retain key employees become more expensive, our performance and competitive position could be materially adversely affected.

Our business could be adversely impacted if we have deficiencies in our disclosure controls and procedures or internal control over financial reporting.

The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While management continually reviews the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Deficiencies, including any material weakness, in our internal control over financial reporting that may occur in the future could result in misstatements or restatements of our financial statements or a decline in the price of our securities.

We are exposed to the potential impacts of future climate change and could be required to implement new or stricter regulations, which may result in unanticipated losses that could affect our business and financial condition.

We are also exposed to potential physical risks from possible future changes in climate. Our logistics facilities may be exposed to catastrophic weather events, such as severe storms, fires or floods. If the frequency of extreme weather events increases, our exposure to these events could increase. We may be adversely impacted as a real estate developer in the future by potential impacts to the supply chain or stricter energy efficiency standards or greenhouse gas regulations for the commercial building sectors. We cannot give any assurance that other such conditions do not exist or may not arise in the future. The potential impacts of future climate change on our real estate properties could adversely affect our ability to lease, develop or sell such properties or to borrow using such properties as collateral.

ITEM 1B. Unresolved Staff Comments

None.

ITEM 2. Properties

GEOGRAPHIC DISTRIBUTION

We predominately invest in logistics facilities. Our properties are typically used for distribution, storage, packaging, assembly and light manufacturing of consumer products. The vast majority of our operating properties are used by our customers for retail and online fulfillment and business-to-business transactions.

The following tables provide details of our consolidated operating properties, investment in land and development portfolio and our O&M portfolio. The O&M portfolio includes the properties we consolidate and the properties owned by our unconsolidated co-

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investment ventures reflected at 100% of the amount included in the ventures’ financial statements as calculated on a GAAP basis, not our proportionate share.

Included in the operating property information below for our consolidated operating properties are 497 buildings owned primarily by one co-investment venture that we consolidate but of which we own less than 100% of the equity. No individual property or market amounted to 10% or more of our consolidated total assets at December 31, 2021, or generated revenue equal to 10% or more of our consolidated total revenues for the year ended December 31, 2021, with the exception of the Southern California market. Dollars and square feet in the following tables are in millions:

	Consolidated Operating Properties						O&M
Geographies	Rentable Square Footage		Gross Book Value		Encumbrances^(1)^		Rentable Square Footage		Gross Book Value
U.S.:
Atlanta		25	$	1,629	$	13		31	$	2,084
Baltimore/Washington D.C.		11		1,269		12		15		1,667
Central PA		15		1,308		-		17		1,428
Central Valley		17		1,326		9		19		1,461
Chicago		39		3,248		8		55		4,724
Dallas/Ft. Worth		32		2,281		8		39		2,872
Houston		24		2,518		4		31		3,034
Lehigh Valley		25		3,107		-		28		3,386
New Jersey/New York City		33		3,869		44		41		5,144
Orlando		10		1,022		70		11		1,120
San Francisco Bay Area		20		2,951		9		25		3,611
Seattle		14		2,066		-		22		2,932
South Florida		12		1,614		28		19		2,471
Southern California		77		9,181		14		97		11,515
Remaining Markets – U.S. (15 markets)^(2)^		76		5,500		38		102		7,485
Subtotal U.S.		430		42,889		257		552		54,934
Other Americas:
Brazil	-		-		-			13		641
Canada		10		833		150		10		833
Mexico	*			28	-			43		2,765
Subtotal Other Americas		10		861		150		66		4,239
Europe:
France		1		93	-			33		2,913
Germany		1		78	-			26		2,387
Netherlands	*			12	-			24		2,261
U.K.	*			69	-			28		5,351
Remaining Countries – Europe (8 countries)^(3)^		2		117	-			90		7,064
Subtotal Europe		4		369		-		201		19,976
Asia:
China	-		-		-			42		3,098
Japan	*			26	-			40		7,201
Singapore		1		141	-			1		141
Subtotal Asia		1		167		-		83		10,440
Total operating portfolio^(4)^		445		44,286		407		902		89,589
Value-added properties^(5)^		3		626		-		5		968
Total operating properties		448	$	44,912	$	407		907	$	90,557
Items notated by ‘*’ indicate an amount less than one million that rounds to zero.

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	Consolidated – Investment in Land						Consolidated – Development Portfolio
Geographies	Acres		Estimated Build Out Potential<br><br><br>(square feet)^(6)^		Current Investment		Rentable Square Footage Upon Completion		TEI^(7)^
U.S.:
Atlanta		221		3	$	34		3	$	191
Baltimore/Washington D.C.		41	*			18	*			13
Central PA		29	*			8		-		-
Central Valley		770		14		158		2		272
Chicago		134		2		43		2		292
Dallas/Ft. Worth		351		5		140		2		173
Houston		163		2		39	*			99
Lehigh Valley		208		2		77		1		101
New Jersey/New York City		18		1		56	*			124
Orlando		100		1		27		1		106
San Francisco Bay Area		-		-		-	*			42
Seattle		158		2		116	*			77
South Florida		150		2		134		1		154
Southern California		536		10		400		3		468
Remaining Markets – U.S. (15 markets)		814		12		281		4		368
Subtotal U.S.		3,693		56		1,531		19		2,480
Other Americas:
Brazil		263		5		52		-		-
Canada		167		3		125		1		54
Mexico		681		12		94		1		103
Subtotal Other Americas		1,111		20		271		2		157
Europe:
France		254		5		137	*			27
Germany		26		1		12		1		96
Netherlands		42		1		24		1		138
U.K.		247		4		295		3		514
Remaining Countries – Europe (8 countries)		780		16		158		2		178
Subtotal Europe		1,349		27		626		7		953
Asia:
Japan		74		5		92		7		1,127
Subtotal Asia		74		5		92		7		1,127
Total land and development portfolio		6,227		108	$	2,520		35	$	4,717
Items notated by ‘*’ indicate an amount less than one million that rounds to zero.
(1)	Certain of our consolidated properties are pledged as security under secured mortgage debt and assessment bonds. For purposes of this table, the total principal balance of a debt issuance that is secured by a pool of properties is allocated among the properties in the pool based on each property’s investment balance. In addition to the amounts reflected here, we also have $10 million of encumbrances related to one land parcel included in the consolidated land portfolio.
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(2)	No remaining market within the U.S. represented more than 2% of the total gross book value of the consolidated operating properties.
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(3)	No remaining country within Europe represented more than 2% of the total gross book value of the O&M operating properties.
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(4)	Included in our consolidated operating properties are properties that we consider to be held for contribution and are presented within Assets Held for Sale or Contribution in the Consolidated Balance Sheets. We include these properties in our operating portfolio as they are expected to be contributed to our co-investment ventures and remain in our O&M operating portfolio. At December 31, 2021, we had investments in real estate properties that were expected to be contributed to our unconsolidated co-investment ventures totaling $535 million and aggregating 4 million square feet. See Note 6 to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data for further information on our Assets Held for Sale or Contribution.
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(5)	Value-added properties are properties we have either acquired at a discount and believe we could provide greater returns post-stabilization or properties we expect to repurpose to a higher and better use.
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(6)	Represents the estimated finished square feet available for lease upon completion of a building on existing parcels of land.
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(7)	TEI is based on current projections and is subject to change. As noted in the table below, our current investment in the development portfolio was $2.7 billion, leaving approximately $2.0 billion of additional required investment. At December 31, 2021, based on TEI, approximately 18% of the properties in the development portfolio were completed but not yet stabilized, 71% of the properties were expected to be completed before December 31, 2022, and the remaining properties were expected to be completed before October 2023.
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The following table summarizes our investment in consolidated real estate properties at December 31, 2021 (in millions):

	Investment Before Depreciation
Operating properties, excluding assets held for sale or contribution	$	44,454
Development portfolio, including cost of land		2,729
Land		2,520
Other real estate investments ^(1)^		3,302
Total consolidated real estate properties	$	53,005
(1)	Included in other real estate investments were: (i) non-strategic real estate assets acquired that we do not intend to operate long-term; (ii) real estate assets that we intend to redevelop into industrial properties; (iii) land parcels we own and lease to third parties; and (iv) costs associated with potential acquisitions and future development projects, including purchase options on land.
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LEASE EXPIRATIONS

We generally lease our properties on a long-term basis (the average term for leases commenced, including new leases and renewals, in 2021 was 62 months). The following table summarizes the lease expirations of our consolidated operating portfolio for leases in place at December 31, 2021 (dollars and square feet in millions):

					NER
	Number of Leases		Occupied Square Feet		Dollars		% of Total			Dollars Per Square Foot
2022 ^(1)^		780		51	$	308		10.5	%	$	6.04
2023		927		64		394		13.5	%		6.16
2024		947		64		421		14.4	%		6.58
2025		628		54		359		12.3	%		6.65
2026		775		63		438		15.0	%		6.95
2027		374		40		285		9.7	%		7.13
2028		179		23		161		5.5	%		7.00
2029		132		23		152		5.2	%		6.61
2030		74		15		105		3.6	%		7.00
2031		83		15		108		3.6	%		7.20
Thereafter		70		23		197		6.7	%		8.57
		4,969		435	$	2,928		100	%	$	6.73
Month to month		93		3
Total consolidated		5,062		438
(1)	We have signed leases that were due to expire in 2022, totaling 31 million square feet in our consolidated portfolio (5.7% of total NER). These are excluded from 2022 expirations and are reflected at their respective expiration year.
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CO-INVESTMENT VENTURES

Included in our O&M portfolio are consolidated and unconsolidated co-investment ventures that hold investments in real estate properties, primarily logistics facilities, that we also manage. Our unconsolidated co-investment ventures are accounted for under the equity method. The amounts included for the unconsolidated ventures are reflected at 100% of the amount included in the ventures’ financial statements as calculated on a GAAP basis, not our proportionate share. The following table summarizes our consolidated and unconsolidated co-investment ventures at December 31, 2021 (in millions):

	Operating Properties
	Square Feet		Gross<br><br><br>Book Value		Investment<br><br><br>in Land		Development Portfolio – TEI
Consolidated Co-Investment Venture
U.S.:
Prologis U.S. Logistics Venture (“USLV”)		77	$	7,927	$	12	$	6
Total		77	$	7,927	$	12	$	6
Unconsolidated Co-Investment Ventures
U.S.:
Prologis Targeted U.S. Logistics Fund (“USLF”)		122	$	12,199	$	-	$	288
Other Americas:
FIBRA Prologis		43		2,763		-		27
Prologis Brazil Logistics Venture ("PBLV") and other joint<br><br><br>ventures		13		641		46		185
Subtotal Other Americas		56		3,404		46		212
Europe:
Prologis European Logistics Fund (“PELF”) ^(1)^		140		14,560		9		62
Prologis European Logistics Partners Holdings<br><br><br>Sàrl (“PELP”)^(1)^		58		5,208		35		54
Subtotal Europe		198		19,768		44		116
Asia:
Nippon Prologis REIT (“NPR”)		40		7,175		-		-
Prologis China Core Logistics Fund (“PCCLF”)		26		2,241		-		-
Prologis China Logistics Venture		16		858		24		786
Subtotal Asia		82		10,274		24		786
Total		458	$	45,645	$	114	$	1,402
(1)	In December 2021, Prologis UK Logistics Venture (“UKLV”) sold its operating properties to our unconsolidated co-investment ventures, PELF and PELP, and its land to us.
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For more information regarding our unconsolidated and consolidated co-investment ventures, see Notes 5 and 11 to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.

ITEM 3. Legal Proceedings

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

ITEM 4. Mine Safety Disclosures

Not Applicable.

PART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

MARKET INFORMATION AND HOLDERS

Our common stock is listed on the NYSE under the symbol “PLD.”

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Stock Performance Graph

The following line graph compares the change in Prologis, Inc. cumulative total stockholder’s return on shares of its common stock from December 31, 2016, to the cumulative total return of the S&P 500 Stock Index and the Financial Times and Stock Exchange NAREIT Equity REITs Index from December 31, 2016, to December 31, 2021. The graph assumes an initial investment of $100 in our common stock and each of the indices on December 31, 2016, and, as required by the SEC, the reinvestment of all dividends. The return shown on the graph is not necessarily indicative of future performance.

This graph and the accompanying text are not “soliciting material,” are not deemed filed with the SEC and are not to be incorporated by reference in any filing by the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

PREFERRED STOCK DIVIDENDS

At December 31, 2021, we had 1.3 million shares of the Series Q preferred stock with a liquidation preference of $50 per share that will be redeemable at our option on or after November 13, 2026. Dividends payable per share was $4.27 for the year ended December 31, 2021.

For more information regarding dividends, see Note 9 to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.

SALES OF UNREGISTERED SECURITIES

During 2021, we issued 0.8 million shares of common stock of Prologis, Inc. in connection with the redemption of common units of Prologis, L.P. and issued 1.0 million common units in Prologis, L.P. in connection with the acquisition of additional ownership interest in an unconsolidated other venture from our partner in reliance on the exemption from registration requirements of the Securities Act of 1933, as amended, afforded by Section 4(a)(2) thereof.

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PURCHASES OF EQUITY SECURITIES

During 2021, we did not purchase any common stock of Prologis, Inc. in connection with our share purchase program.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

For information regarding securities authorized for issuance under our equity compensation plans, see Notes 9 and 12 to the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data.

OTHER STOCKHOLDER MATTERS

Common Stock Plans

Further information relative to our equity compensation plans will be provided in our 2022 Proxy Statement or in an amendment filed on Form 10-K/A.

ITEM 6. [Reserved]

ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with the Consolidated Financial Statements included in Item 8. Financial Statements and Supplementary Data of this report and the matters described under Item 1A. Risk Factors.

A discussion regarding our financial condition and results of operations for 2021 compared to 2020 is presented below. Information on 2019 is included in graphs only to show year over year trends in our results of operations and operating metrics. Our financial condition for 2019, results of operations for 2019 and 2020 compared to 2019 and details on the IPT Transaction and LPT Transaction referenced throughout this document can be found under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, which is incorporated by reference herein to our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the SEC on February 11, 2021, and is available on the SEC’s website at www.sec.gov and our Investor Relations website at www.ir.prologis.com.

MANAGEMENT’S OVERVIEW

Summary of 2021

Our financial condition and operating results were strong during 2021. E-commerce continues to grow well above its historical average and demand for space is robust based on our proprietary data. As demand surges, having the right logistics real estate in the right location is mission critical for our customers, which is evident with our O&M occupancy at 97.7% at December 31, 2021. Leasing activity accelerated for our portfolio during 2021. Our outlook for 2022 is equally as promising as we expect increases in market rents and asset valuations to drive our operating results as well as our execution of profitable deployment activities.

We generated net proceeds of $5.2 billion and realized net gains of $1.6 billion, principally from the contribution of properties to our unconsolidated co-investment ventures in Japan, Europe and the U.S. and dispositions to third parties.

We earned promotes aggregating $98 million ($43 million net of related expenses), primarily during the fourth quarter of 2021 from one of our unconsolidated co-investment ventures in Europe.

In December 2021, UKLV sold its operating properties to our unconsolidated co-investment ventures, PELF and PELP, and its land to us.

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We completed the following consolidated financing activities that included the issuance of $2.9 billion and redemption of $1.5 billion of senior notes, with aggregate principal amounts in U.S. dollars. This resulted in a consolidated weighted average remaining maturity of 10 years and lowered our weighted average effective interest rate to 1.6% at December 31, 2021 (principal in millions):

	Aggregate Principal			Issuance Date Weighted Average
Issuance Date	Borrowing Currency		(1)	Interest Rate ^(2)^	Term ^(3)^		Maturity Dates
February	€	1,350		0.7%		14.3	February 2032 – 2041
February	$	400		1.6%		10.1	March 2031
June	¥	65,000		0.8%		15.4	June 2028 – 2061
December	£	215		2.0%		17.7	December 2033 – 2041
Total				1.0%		14.2
	Aggregate Principal			Redemption Date Weighted Average
Redemption Date	Borrowing Currency		(1)	Interest Rate^(2)^	Term^(3)^		Maturity Date
March	€	600		3.4%		3.0	February 2024
March	$	750		3.8%		4.7	November 2025
Total				3.6%		3.8

All values are in US Dollars.

(1)	The exchange rate used to calculate into U.S. dollars was the spot rate at the settlement date.
(2)	The weighted average interest rate represents the fixed or variable interest rates of the related debt at the issuance or redemption date.
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(3)	The weighted average term represents the remaining maturity in years on the related debt at the issuance or redemption date.
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At December 31, 2021, we had total available liquidity of $5.0 billion, principally due to aggregate availability under our credit facilities of $4.4 billion and unrestricted cash balances of $556 million. In April 2021, we increased our available liquidity by entering into a second global senior credit facility with an available borrowing capacity of $1.0 billion and we terminated the $500 million multi-currency term loan.

RESULTS OF OPERATIONS

We evaluate our business operations based on the NOI of our two operating segments: Real Estate Operations and Strategic Capital. NOI by segment is a non-GAAP performance measure that is calculated using revenues and expenses directly from our financial statements. We consider NOI by segment to be an appropriate supplemental measure of our performance because it helps management and investors understand our operating results.

Below is a reconciliation of our NOI by segment to Operating Income per the Consolidated Financial Statements (in millions). Each segment’s NOI is reconciled to line items in the Consolidated Financial Statements as provided in the related discussion below.

	2021			2020
Real Estate Operations – NOI	$	3,105		$	2,820
Strategic Capital – NOI		384			419
General and administrative expenses		(294	)		(275	)
Depreciation and amortization expenses		(1,578	)		(1,562	)
Operating income before gains on real estate transactions, net		1,617			1,402
Gains on dispositions of development properties and land, net		817			465
Gains on other dispositions of investments in real estate, net		773			252
Operating income	$	3,207		$	2,119

See Note 17 to the Consolidated Financial Statements for more information on our segments and a reconciliation of each business segment’s NOI to Operating Income and Earnings Before Income Taxes.

Real Estate Operations

This operating segment principally includes rental revenue and rental expenses recognized from our consolidated properties. We allocate the costs of our property management and leasing functions to the Real Estate Operations segment through Rental Expenses

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and the Strategic Capital segment through Strategic Capital Expenses based on the square footage of the relative portfolios. In addition, this segment is impacted by our development, acquisition and disposition activities.

Below are the components of Real Estate Operations NOI, derived directly from line items in the Consolidated Financial Statements (in millions):

	2021			2020
Rental revenues	$	4,148		$	3,791
Development management and other revenues		20			11
Rental expenses		(1,041	)		(952	)
Other expenses		(22	)		(30	)
Real Estate Operations – NOI	$	3,105		$	2,820

The change in Real Estate Operations (“REO”) NOI in 2021 compared to 2020 of approximately $285 million was impacted by the following activities (in millions):

(1)	During both periods, we experienced positive rental rate growth. Rental rate growth is a combination of higher rental rates on rollover of leases (or rent change) and contractual rent increases on existing leases. If a lease has a contractual rent increase driven by a metric that is not known at the time the lease commences, such as the consumer price index or a similar metric, the rent increase is not included in rent leveling and therefore impacts the rental revenue we recognize. Significant rent change during both periods continues to be a key driver in increasing rental income. See below for key metrics on rent change on rollover and occupancy for the consolidated operating portfolio.
(2)	One of the drivers of the increase in NOI in 2021, compared to 2020, was the Liberty Transaction on February 4, 2020. In the transaction we acquired 519 industrial operating properties, aggregating 100 million square feet, and increased our consolidated investments in real estate by approximately $13 billion.
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(3)	We calculate changes in NOI from development completions period over period by comparing the change in NOI generated on the pool of developments that completed on or after January 1, 2020 through December 31, 2021.
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Below are key operating metrics of our consolidated operating portfolio, which excludes non-strategic industrial properties.

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(1)	In 2020, we completed the Liberty Transaction.
(2)	Consolidated square feet of leases commenced and weighted average net effective rent change were calculated for leases with initial terms of one year or greater.
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Development Activity

The following table summarizes consolidated development activity (dollars and square feet in millions):

	2021			2020
Starts:
Number of new development projects during the period		78			42
Square feet		26			14
TEI	$	3,478		$	1,997
Percentage of build-to-suits based on TEI		46.2	%		40.0	%
Stabilizations:
Number of development projects stabilized during the period		62			66
Square feet		19			23
TEI	$	2,329		$	2,451
Percentage of build-to-suits based on TEI		42.7	%		48.9	%
Weighted average stabilized yield ^(1)^		6.1	%		6.3	%
Estimated value at completion	$	3,613		$	3,383
Estimated weighted average margin ^(2)^		55.1	%		38.0	%
Estimated value creation	$	1,284		$	932
(1)	We calculate the weighted average stabilized yield as estimated NOI assuming stabilized occupancy divided by TEI.
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(2)	Estimated weighted average margin is calculated on development properties as estimated value creation, less estimated closing costs and taxes, if any, on properties expected to be sold or contributed, divided by TEI.
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At December 31, 2021, the consolidated development portfolio, including properties under development and pre-stabilized properties, was expected to be completed before October 2023 with a TEI of $4.7 billion, leaving $2.0 billion remaining to be spent and was 54.6% leased. While construction costs increased during 2021, we continue to maintain high margins as a result of lower capitalization rates and higher market rents. Our current investment in the development portfolio was $2.7 billion and we expect our development activities to increase in 2022. For additional information on our development portfolio at December 31, 2021, see Item 2. Properties.

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Capital Expenditures

We capitalize costs incurred in improving and leasing our operating properties as part of the investment basis or within other assets. The following graph summarizes capitalized expenditures, excluding development costs, and property improvements per average square foot of our consolidated operating properties during each year:

Our capital expenditures continue to increase year over year as we grow the consolidated operating portfolio through development stabilizations and acquisitions. We plan to continue allocating capital in 2022 to renovate and modernize our operating portfolio, including the addition of sustainable and efficient building features.

Strategic Capital

This operating segment includes revenues from asset management and property management services performed, transactional services for acquisition, disposition and leasing activity and promote revenue earned from the unconsolidated entities. Revenues associated with the Strategic Capital segment fluctuate because of changes in the size of the portfolios through acquisitions and dispositions, the fair value of the properties and other transactional activity including foreign currency exchange rates and timing of promotes. These revenues are reduced by the direct costs associated with the asset and property-level management expenses for the properties owned by these ventures. We allocate the costs of our property management and leasing functions to the Strategic Capital segment through Strategic Capital Expenses and to the Real Estate Operations segment through Rental Expenses based on the square footage of the relative portfolios. For further details regarding the key property information and summarized financial condition and operating results of our unconsolidated co-investment ventures, refer to Note 5 to the Consolidated Financial Statements.

Below are the components of Strategic Capital NOI derived directly from the line items in the Consolidated Financial Statements (in millions):

	2021			2020
Strategic capital revenues	$	591		$	637
Strategic capital expenses		(207	)		(218	)
Strategic Capital – NOI	$	384		$	419

Below is additional detail of our Strategic Capital revenues, expenses and NOI (in millions):

						Other Americas						Europe						Asia						Total
			2020			2021			2020			2021			2020			2021			2020			2021			2020
Strategic capital revenues ()
Recurring fees (2)	136			111			38			32			156			120			79			68			409			331
Transactional fees (3)	14			16			8			5			30			20			32			26			84			67
Promote revenue (4)	22			228			13			1			63			5			-			5			98			239
Total strategic capital revenues ()	172			355			59			38			249			145			111			99			591			637
Strategic capital expenses () (4)	(112	)		(118	)		(12	)		(13	)		(45	)		(45	)		(38	)		(42	)		(207	)		(218	)
Strategic Capital - NOI ()	60			237			47			25			204			100			73			57			384			419

All values are in US Dollars.

(1)	The U.S. expenses include compensation and personnel costs for employees who are based in the U.S. but also support other geographies.
(2)	Recurring fees include asset management and property management fees. The increase in fees in 2021 as compared to 2020 is due primarily to higher asset management fees driven by the increases in the fair value of the properties based on third party valuations.
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(3)	Transactional fees include leasing commissions and acquisition, disposition, development and other fees.
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(4)

We generally earn promote revenue 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. An increase in asset valuations in the co-investment ventures, as we have experienced in 2021, is one of the significant drivers of returns that can translate into earning future promote revenues. Approximately 40% of the promote earned by us from the co-investment ventures is paid to our employees as a combination of cash and stock awards pursuant to the terms of the PPP and expensed through Strategic Capital Expenses, as vested.

G&A Expenses

G&A expenses were $294 million and $275 million for 2021 and 2020, respectively. G&A expenses increased in 2021 as compared to 2020, due to higher compensation expenses based largely on our outperformance and the increase in our share price. We capitalize certain internal costs, including salaries and related expenses, directly related primarily to our development activities. For discussion on our long-term incentive plans refer to the proxy statement for our 2021 annual meeting of stockholders.

The following table summarizes capitalized G&A (in millions):

	2021			2020
Building and land development activities	$	95		$	73
Operating building improvements and other		29			23
Total capitalized G&A expenses	$	124		$	96
Capitalized salaries and related costs as a percent of total salaries and related costs		21.9	%		20.2	%

Depreciation and Amortization Expenses

Depreciation and amortization expenses were $1.6 billion in both 2021 and 2020.

The change in depreciation and amortization expenses in 2021 compared to 2020 of approximately $16 million was impacted by the following activities (in millions):

(1)	Included in acquisitions are the operating properties and related intangible assets acquired in the Liberty Transaction.

Gains on Real Estate Transactions, Net

Gains on the disposition of development properties and land were $817 million and $465 million for 2021 and 2020, respectively, and primarily included gains from the contribution of properties we developed to our unconsolidated co-investment ventures in Japan, the U.S. and Europe. Gains on other dispositions of investments in real estate were $773 million and $252 million for 2021 and 2020, respectively, which included sales of operating properties, including certain non-strategic assets acquired in the Liberty Transaction and the IPT Transaction, the contribution of operating properties to our unconsolidated co-investment venture in the U.S. and the sale of our ownership interest in other unconsolidated ventures. We utilized the proceeds from these transactions primarily to fund our development activities during both periods. See Note 4 to the Consolidated Financial Statements for further information on these transactions.

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Our Owned and Managed (“O&M”) Operating Portfolio

We manage our business and review our operating fundamentals on an O&M basis, which includes our consolidated properties and properties owned by our unconsolidated co-investment ventures. We believe reviewing the fundamentals this way allows management to understand the entire impact to the financial statements, as it will affect both the Real Estate Operations and Strategic Capital segments, as well as the net earnings we recognize from our unconsolidated co-investment ventures based on our ownership. We do not control the unconsolidated co-investment ventures for purposes of GAAP and the presentation of the ventures’ operating information does not represent a legal claim.

Our O&M operating portfolio does not include our development portfolio, value-added properties, non-industrial properties or properties we do not have the intent to hold long-term that are classified as either held for sale or within other real estate investments. Value-added properties are properties we have either acquired at a discount and believe we could provide greater returns post-stabilization or properties we expect to repurpose to a higher and better use. See below for information on our O&M operating portfolio at December 31 (square feet in millions):

	2021							2020
	Number of Properties		Square<br><br><br>Feet		Percentage Occupied			Number of Properties		Square<br><br><br>Feet		Percentage Occupied
Consolidated		2,300		446		98.2	%		2,252		441		96.6	%
Unconsolidated		1,987		456		97.3	%		1,849		416		95.9	%
Total		4,287		902		97.7	%		4,101		857		96.2	%

Below are the key leasing metrics of our O&M operating portfolio.

(1)	Square feet of leases commenced and weighted average net effective rent change were calculated for leases with initial terms of one year or greater. We retained approximately 70% or more of our customers, based on the total square feet of leases commenced, for each year.
(2)	Turnover costs include external leasing commissions and tenant improvements and represent the obligations incurred in connection with the lease commencement for leases greater than one year. As a result of higher rents on leases that commenced in 2021, leasing commissions on a per square foot basis have continued to increase as commissions are based on the contractual rent we receive over the lease term.
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Same Store Analysis

Our same store metrics are non-GAAP financial measures, which are commonly used in the real estate industry and expected from the financial community, on both a net effective and cash basis. We evaluate the performance of the operating properties we own and manage using a “same store” analysis because the population of properties in this analysis is consistent from period to period, which allows us and investors to analyze our ongoing business operations. We determine our same store metrics on property NOI, which is calculated as rental revenue less rental expense for the applicable properties in the same store population for both consolidated and unconsolidated properties based on our ownership interest, as further defined below.

We define our same store population for the three months ended December 31, 2021 as the properties in our O&M operating portfolio, including the property NOI for both consolidated properties and properties owned by the unconsolidated co-investment ventures at January 1, 2020 and owned throughout the same three-month period in both 2020 and 2021. We believe the drivers of property NOI for the consolidated portfolio are generally the same for the properties owned by the ventures in which we invest and therefore we evaluate the same store metrics of the O&M portfolio based on Prologis’ ownership in the properties (“Prologis Share”). The same store population excludes properties held for sale to third parties, along with development properties that were not stabilized at the beginning of the period (January 1, 2020) and properties acquired or disposed of to third parties during the period. To derive an appropriate measure of period-to-period operating performance, we remove the effects of foreign currency exchange rate movements by using the reported period-end exchange rate to translate from local currency into the U.S. dollar, for both periods.

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As non-GAAP financial measures, the same store metrics have certain limitations as an analytical tool and may vary among real estate companies. As a result, we provide a reconciliation of Rental Revenues less Rental Expenses (“Property NOI”) (from our Consolidated Financial Statements prepared in accordance with U.S. GAAP) to our Same Store Property NOI measures.

We evaluate the results of our same store portfolio on a quarterly basis. The following is a reconciliation of our consolidated rental revenues, rental expenses and property NOI for each quarter in 2021 and 2020 to the full year, as included in the Consolidated Statements of Income and within Note 19 to the Consolidated Financial Statements and to the respective amounts in our same store portfolio analysis for the three months ended December 31 (dollars in millions):

	Three Months Ended
	March 31,			June 30,			September 30,			December 31,			Full Year
2021
Rental revenues	$	1,022		$	1,015		$	1,037		$	1,074		$	4,148
Rental expenses		(278	)		(245	)		(256	)		(262	)		(1,041	)
Property NOI	$	744		$	770		$	781		$	812		$	3,107
2020
Rental revenues	$	879		$	944		$	980		$	988		$	3,791
Rental expenses		(228	)		(232	)		(245	)		(247	)		(952	)
Property NOI	$	651		$	712		$	735		$	741		$	2,839
	Three Months Ended<br><br><br>December 31,
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	2021			2020			% Change
Reconciliation of Consolidated Property NOI to Same Store Property NOI measures:
Rental revenues	$	1,074		$	988
Rental expenses		(262	)		(247	)
Consolidated Property NOI	$	812		$	741
Adjustments to derive same store results:
Property NOI from consolidated properties not included in same store portfolio and<br><br><br>other adjustments^(1)^		(259	)		(228	)
Property NOI from unconsolidated co-investment ventures included in same store<br><br><br>portfolio^(1)(2)^		572			542
Third parties' share of Property NOI from properties included in same store portfolio ^(1)(2)^		(459	)		(438	)
Prologis Share of Same Store Property NOI – Net Effective^(2)^	$	666		$	617			7.9	%
Consolidated properties straight-line rent and fair value lease adjustments<br><br><br>included in same store portfolio ^(3)^		(14	)		(11	)
Unconsolidated co-investment ventures straight-line rent and fair value lease<br><br><br>adjustments included in same store portfolio^(3)^		(12	)		(14	)
Third parties' share of straight-line rent and fair value lease adjustments included<br><br><br>in same store portfolio^(2)(3)^		8			11
Prologis Share of Same Store Property NOI – Cash^(2)(3)^	$	648		$	603			7.5	%
(1)	We exclude properties held for sale to third parties, along with development properties that were not stabilized at the beginning of the period and properties acquired or disposed of to third parties during the period. We also exclude net termination and renegotiation fees to allow us to evaluate the growth or decline in each property’s rental revenues without regard to one-time items that are not indicative of the property’s recurring operating performance. Net termination and renegotiation fees represent the gross fee negotiated to allow a customer to terminate or renegotiate their lease, offset by the write-off of the asset recorded due to the adjustment to straight-line rents over the lease term. Same Store Property NOI is adjusted to include an allocation of property management expenses for our consolidated properties based on the property management services provided to each property (generally, based on a percentage of revenues). On consolidation, these amounts are eliminated and the actual costs of providing property management and leasing services are recognized as part of our consolidated rental expense.
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(2)	We include the Property NOI for the same store portfolio for both consolidated properties and properties owned by the co-investment ventures based on our investment in the underlying properties. In order to calculate our share of Same Store Property NOI from the co-investment ventures in which we own less than 100%, we use the co-investment ventures’ underlying Property NOI for the same store portfolio and apply our ownership percentage at December 31, 2021 to the Property NOI for both periods, including the properties contributed during the period. We adjust the total Property NOI from the same store portfolio of the co-investment ventures by subtracting the third parties’ share of both consolidated and unconsolidated co-investment ventures.
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During the periods presented, certain wholly owned properties were contributed to a co-investment venture and are included in the same store portfolio. Neither our consolidated results nor those of the co-investment ventures, when viewed individually,

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would be comparable on a same store basis because of the changes in composition of the respective portfolios from period to period (e.g. the results of a contributed property are included in our consolidated results through the contribution date and in the results of the venture subsequent to the contribution date based on our ownership interest at the end of the period). As a result, only line items labeled “Prologis Share of Same Store Property NOI” are comparable period over period.

(3)	We further remove certain noncash items (straight-line rent and amortization of fair value lease adjustments) included in the financial statements prepared in accordance with U.S. GAAP to reflect a Same Store Property NOI – Cash measure.

We manage our business and compensate our executives based on the same store results of our O&M portfolio at 100% as we manage our portfolio on an ownership blind basis. We calculate those results by including 100% of the properties included in our same store portfolio.

Other Components of Income (Expense)

Earnings from Unconsolidated Entities, Net

We recognized net earnings from unconsolidated entities, which are accounted for using the equity method, of $404 million and $297 million during 2021 and 2020, respectively. Included in 2021 is our share of the gains recognized upon the sale of certain non-strategic assets acquired in the IPT Transaction and the sale by UKLV of its operating properties to our unconsolidated co-investment ventures, PELF and PELP.

The earnings we recognize can be impacted by: (i) variances in revenues and expenses of each venture; (ii) the size and occupancy rate of the portfolio of properties owned by each venture; (iii) gains or losses from the dispositions of properties and extinguishment of debt; (iv) our ownership interest in each venture; and (v) fluctuations in foreign currency exchange rates used to translate our share of net earnings to U.S. dollars. See the discussion of our unconsolidated entities above in the Strategic Capital segment discussion and in Note 5 to the Consolidated Financial Statements for a further breakdown of our share of net earnings recognized.

Interest Expense

The following table details our net interest expense (dollars in millions):

	2021			2020
Gross interest expense	$	299		$	348
Amortization of debt discount and debt issuance costs, net		9			9
Capitalized amounts		(42)			(42	)
Net interest expense	$	266		$	315
Weighted average effective interest rate during the year		1.7	%		2.2	%

Although our debt balances have increased, interest expense decreased in 2021 as compared to 2020 due to our refinancing activities to redeem higher interest rate senior notes before their stated maturities. As a result of these activities, we lowered the consolidated weighted average effective interest rate on our senior notes from 2.4% on January 1, 2020 to 1.7% on December 31, 2021 while extending the weighted average remaining maturity of our senior notes from 8 to 12 years over the same two-year period.

See Note 8 to the Consolidated Financial Statements and the Liquidity and Capital Resources section below, for further discussion of our debt and borrowing costs.

Foreign Currency and Derivative Gains (Losses), Net

We are exposed to foreign currency exchange risk related to investments in and earnings from our foreign investments. We may use derivative financial instruments to manage foreign currency exchange rate risk related to our earnings. We recognize the change in fair value of the undesignated derivative contracts in unrealized gains and losses. Upon settlement of these transactions, we recognize realized gains or losses.

We primarily hedge our foreign currency risk related to our investments by borrowing in the currencies in which we invest thereby providing a natural hedge. We have issued debt in a currency that is not the same functional currency of the borrowing entity and have designated a portion of the debt as a nonderivative net investment hedge. We recognize the remeasurement and settlement of the translation adjustment on the unhedged portion of the debt and accrued interest in unrealized gains or losses.

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The following table details our foreign currency and derivative gains (losses), net included in earnings (in millions):

	2021			2020
Realized foreign currency and derivative losses, net:
Losses on the settlement of undesignated derivatives	$	(8)		$	(6	)
Losses on the settlement of transactions with third parties		(1	)		-
Total realized foreign currency and derivative losses, net		(9	)		(6	)
Unrealized foreign currency and derivative gains (losses), net:
Gains (losses) on the change in fair value of undesignated derivatives and unhedged debt		169			(152	)
Gains (losses) on remeasurement of certain assets and liabilities		4			(9	)
Total unrealized foreign currency and derivative gains (losses), net		173			(161	)
Total foreign currency and derivative gains (losses), net	$	164		$	(167	)

See Note 2 to the Consolidated Financial Statements for more information about our foreign currency and derivative financial instrument policies and Note 15 to the Consolidated Financial Statements for more information about our derivative and nonderivative transactions.

Losses on Early Extinguishment of Debt, Net

We recognized $187 million and $188 million of losses on the early extinguishment of debt in 2021 and 2020, respectively. The losses during both periods were driven by the redemption of certain higher interest rate senior notes before their stated maturity. We compare any prepayment penalties incurred from the early redemption of the borrowings to the potential interest savings over the term, and make a decision to refinance the debt when it is economically viable. We redeemed $1.5 billion of senior notes with stated maturities of 2024 and 2025 in 2021 and $2.6 billion of senior notes with stated maturities between 2021 and 2024 in 2020. The losses in 2020 also included the extinguishment of debt assumed in the Liberty Transaction and the IPT Transaction, which represented the excess of the prepayment penalties over the premium recorded upon assumption of the debt. See Note 8 to the Consolidated Financial Statements and the Liquidity and Capital Resources section, for more information regarding our debt repurchases.

Income Tax Expense

We recognize income tax expense related to our taxable REIT subsidiaries and in the local, state and foreign jurisdictions in which we operate. Our current income tax expense fluctuates from period to period based primarily on the timing of our taxable income, including gains on the disposition of properties and fees earned from the co-investment ventures. Deferred income tax expense (benefit) is generally a function of the period’s temporary differences and the utilization of net operating losses generated in prior years that had been previously recognized as deferred income tax assets in taxable subsidiaries.

The following table summarizes our income tax expense (benefit) (in millions):

	2021			2020
Current income tax expense:
Income tax expense	$	108		$	83
Income tax expense on dispositions		62			41
Income tax expense on dispositions related to acquired tax liabilities		3			6
Total current income tax expense		173			130
Deferred income tax expense (benefit):
Income tax expense		4			6
Income tax benefit on dispositions related to acquired tax liabilities		(3	)		(6	)
Total deferred income tax expense		1			-
Total income tax expense	$	174		$	130

Our income taxes are discussed in more detail in Note 13 to the Consolidated Financial Statements.

Net Earnings Attributable to Noncontrolling Interests

This amount represents the third-party investors’ share of the earnings generated in consolidated entities in which we do not own 100% of the equity, reduced by the third-party share of fees or promotes payable to us and earned during the period. We had net earnings attributable to noncontrolling interests of $209 million and $135 million in 2021 and 2020, respectively. Included in these amounts were $82 million and $42 million in 2021 and 2020, respectively, of net earnings attributable to the common limited partnership unitholders of Prologis, L.P. The recognition of net gains on the sale of the non-strategic assets identified for disposition in the IPT Transaction also increased the net earnings attributable to noncontrolling interests in 2021.

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See Note 11 to the Consolidated Financial Statements for further information on our noncontrolling interests.

Other Comprehensive Income (Loss)

The key driver of changes in Accumulated Other Comprehensive Income (Loss) (“AOCI/L”) in 2021 and 2020 was the currency translation adjustment derived from changes in exchange rates during both periods primarily on our net investments in real estate outside the U.S. and the borrowings we issue in the functional currencies of the countries where we invest. These borrowings serve as a natural hedge of our foreign investments. In addition, we use derivative financial instruments, such as foreign currency forward and option contracts to manage foreign currency exchange rate risk related to our foreign investments, that when designated the change in fair value is included in AOCI/L.

See Note 2 to the Consolidated Financial Statements for more information about our foreign currency and derivative financial instrument policies and Note 15 to the Consolidated Financial Statements for more information about our derivative and nonderivative transactions and other comprehensive income (loss).

ENVIRONMENTAL MATTERS

See Note 16 in the Consolidated Financial Statements for further information about environmental liabilities.

LIQUIDITY AND CAPITAL RESOURCES

Overview

We consider our ability to generate cash from operating activities, distributions from our co-investment ventures, contributions and dispositions of properties and available financing sources to be adequate to meet our anticipated future development, acquisition, operating, debt service, dividend and distribution requirements.

Near-Term Principal Cash Sources and Uses

In addition to dividends and distributions, we expect our primary cash needs will consist of the following:

•	completion of the development and leasing of the properties in our consolidated development portfolio (at December 31, 2021, 99 properties in our development portfolio were 54.6% leased with a current investment of $2.7 billion and a TEI of $4.7 billion when completed and leased, leaving $2.0 billion of estimated additional required investment);
•	development of new properties that we may hold for long-term investment or subsequently contribute to unconsolidated co-investment ventures, including the acquisition of land in certain markets;
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•	capital expenditures and leasing costs on properties in our operating portfolio;
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•	repayment of debt and scheduled principal payments of $986 million in 2022;
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•	additional investments in current and future unconsolidated co-investment ventures and other ventures; and
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•	acquisition of operating properties or portfolios of operating properties (depending on market and other conditions) for direct, long-term investment in our consolidated portfolio (this might include acquisitions from our co-investment ventures).
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We expect to fund our cash needs principally from the following sources (subject to market conditions):

•	net cash flow from property operations;
•	fees earned for services performed on behalf of co-investment ventures, including promotes;
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•	distributions received from co-investment ventures;
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•	proceeds from the contributions of properties to current or future co-investment ventures;
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•	proceeds from disposition of properties, land parcels or other investments to third parties;
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•	available unrestricted cash balances ($556 million at December 31, 2021);
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•	borrowing capacity under our current credit facility arrangements ($4.4 billion available at December 31, 2021); and
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•	proceeds from the issuance of debt.
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Long-term, we may also have a primary cash need related to the voluntary repurchase of our outstanding debt or equity securities (depending on prevailing market conditions, our liquidity, contractual restrictions and other factors) through cash purchases, open-market purchases, privately negotiated transactions, tender offers or otherwise. We may also fund our cash needs from the issuance of equity securities, subject to market conditions, and the sale of a portion of our investments in co-investment ventures to achieve long-term ownership targets.

Debt

The following table summarizes information about our consolidated debt by currency at December 31 (dollars in millions):

	2021								2020
	Weighted Average<br><br><br>Interest Rate			Amount<br><br><br>Outstanding		% of Total			Weighted Average<br><br><br>Interest Rate			Amount<br><br><br>Outstanding		% of Total
British pound sterling		2.1	%	$	1,377		7.8	%		2.2	%	$	1,019		6.1	%
Canadian dollar		2.7	%		284		1.6	%		2.7	%		286		1.7	%
Euro		1.0	%		7,408		41.8	%		1.4	%		6,550		38.8	%
Japanese yen		0.9	%		2,879		16.2	%		0.8	%		2,877		17.1	%
U.S. dollar		2.6	%		5,767		32.6	%		2.8	%		6,117		36.3	%
Total debt ^(1)^		1.6	%	$	17,715		100.0	%		1.9	%	$	16,849		100.0	%
(1)	The weighted average remaining maturity for total debt outstanding at both December 31, 2021 and 2020 was 10 years.
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Our credit ratings at December 31, 2021, were A3 from Moody’s with a stable outlook and A- from Standard & Poor’s with a positive outlook. These ratings allow us to borrow at an advantageous interest rate. Adverse changes in our credit ratings could negatively impact our business and, in particular, our refinancing and other capital market activities, our ability to manage debt maturities, our future growth and our development and acquisition activity. A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time by the rating organization.

At December 31, 2021, we were in compliance with all of our financial debt covenants. These covenants include a number of customary financial covenants, such as maintaining debt service coverage ratios, leverage ratios and fixed charge coverage ratios.

See Note 8 to the Consolidated Financial Statements for further discussion on our debt.

Equity Commitments Related to Certain Co-Investment Ventures

Certain 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 following table summarizes the remaining equity commitments at December 31, 2021 (in millions):

	Equity Commitments ^(1)^
	Prologis		Venture Partners		Total		Expiration Date
Prologis Targeted U.S. Logistics Fund	$	-	$	2,114	$	2,114	2023 – 2024 ^(2)^
Prologis European Logistics Fund		-		1,803		1,803	2023 – 2024 ^(2)^
Prologis China Core Logistics Fund		-		133		133	2022 – 2024 ^(2)^
Prologis China Logistics Venture		272		1,543		1,815	2023 – 2028
Prologis Brazil Logistics Venture		40		161		201	2026
Total	$	312	$	5,754	$	6,066
(1)	The equity commitments for the co-investment ventures that operate in a different functional currency than the U.S. dollar were calculated using the foreign currency exchange rate at December 31, 2021.
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(2)	Venture partners have the option to cancel their equity commitment up to 18 months after the initial commitment date.
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See the Cash Flow Summary below for more information about our investment activity in our co-investment ventures.

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Cash Flow Summary

The following table summarizes our cash flow activity (in millions):

	2021			2020
Net cash provided by operating activities	$	2,996		$	2,937
Net cash used in investing activities	$	(1,990	)	$	(3,074	)
Net cash used in financing activities	$	(1,008	)	$	(372	)
Net decrease in cash and cash equivalents, including the effect of foreign<br><br><br>currency exchange rates on cash	$	(42	)	$	(491	)

Operating Activities

Cash provided by and used in operating activities, exclusive of changes in receivables and payables, was impacted by the following significant activities:

•	Real estate operations. We receive the majority of our operating cash through the net revenues of our Real Estate Operations segment, including the recovery of our operating costs. Cash flows generated by the Real Estate Operations segment are impacted by our acquisition, development and disposition activities, which are drivers of NOI recognized during each period. See the Results of Operations section above for further explanation of our Real Estate Operations segment. The revenues from this segment include noncash adjustments for straight-lined rents and amortization of above and below market leases of $148 million and $126 million for 2021 and 2020, respectively.
•	Strategic capital. We also generate operating cash through our Strategic Capital segment by providing asset management and property management and other services to our unconsolidated co-investment ventures. See the Results of Operations section above for the key drivers of the net revenues from our Strategic Capital segment. Included in Strategic Capital Revenues is the third-party investors’ share that is owed for promotes, which is recognized in operating activities in the period the cash is received, generally the quarter after the revenue is recognized.
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•	G&A expenses and equity-based compensation awards. We incurred $294 million and $275 million of G&A expenses in 2021 and 2020, respectively. We recognized equity-based, noncash compensation expenses of $113 million and $110 million in 2021 and 2020, respectively, which were recorded to Rental Expenses in the Real Estate Operations segment, Strategic Capital Expenses in the Strategic Capital segment and G&A Expenses.
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•	Operating distributions from unconsolidated entities. We received $440 million and $451 million of distributions as a return on our investment from the cash flows generated from the operations of our unconsolidated entities in 2021 and 2020, respectively.
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•	Cash paid for interest, net of amounts capitalized. We paid interest, net of amounts capitalized, of $279 million and $309 million in 2021 and 2020, respectively. See Note 8 to the Consolidated Financial Statements for further information on this activity.
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•	Cash paid for income taxes, net of refunds. We paid income taxes, net of refunds, of $149 million and $101 million in 2021 and 2020, respectively. See Note 13 to the Consolidated Financial Statements for further information on this activity.
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Investing Activities

Cash provided by investing activities is driven by proceeds from contributions and dispositions of real estate. During 2021, our dispositions included significant contributions of properties we developed to our unconsolidated co-investment ventures as well as the sale of operating properties. Cash used in investing activities is primarily driven by our capital deployment activities of investing in real estate development, acquisitions and capital expenditures. During 2021, our acquisitions included significant acquisitions of land for future development, operating properties and other real estate assets, including Covered Land Plays to support increased development activities in the future. See Note 4 to the Consolidated Financial Statements for further information on these activities. In addition, the following significant transactions also impacted our cash used in and provided by investing activities:

•	Liberty Transaction, net of cash acquired. We paid net cash of $29 million to complete the Liberty Transaction in 2020, primarily due to transaction costs. The acquisition was financed through the issuance of equity and the assumption of debt. A portion of this debt was paid down subsequent to the acquisition, see the Financing Activities section below. See Note 3 to the Consolidated Financial Statements for more information on this transaction.
•	IPT Transaction, net of cash acquired. Our consolidated co-investment venture, USLV, acquired real estate assets from IPT for a cash purchase price of $1.7 billion in 2020. Our partner in USLV contributed their share of the purchase price, $917 million, which is presented in Noncontrolling Interests Contributions in financing activities. All of the debt assumed was paid down subsequent to the acquisition, see the Financing Activities section below. See Note 4 to the Consolidated Financial Statements for more information on this transaction.
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•	Investments in and advances to our unconsolidated entities. We invested cash in our unconsolidated entities that represented our proportionate share, of $798 million and $386 million in 2021 and 2020, respectively. The ventures used the funds for the acquisition of properties, development and repayment of debt. See Note 5 to the Consolidated Financial Statements for more detail on our unconsolidated co-investment ventures.
•	Return of investment from unconsolidated entities. We received distributions from unconsolidated entities as a return of investment of $58 million and $257 million in 2021 and 2020, respectively. Included in these amounts were distributions from venture activities including proceeds from property sales, debt refinancing and the redemption of our investment in certain unconsolidated entities.
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Financing Activities

Cash provided by and used in financing activities is principally driven by proceeds from and payments on credit facilities and other debt, along with dividends paid on common and preferred stock and noncontrolling interest contributions and distributions.

•	Repurchase of common and preferred stock. We paid $35 million and $7 million to repurchase common shares and shares of Series Q preferred stock, respectively, during 2020.

Our repurchase of and payments on debt and proceeds from the issuance of debt consisted of the following activity (in millions):

	2021		2020 ^(1)^
Repurchase of and payments on debt (including extinguishment costs)
Regularly scheduled debt principal payments and payments at maturity	$	10	$	10
Secured mortgage debt		656		565
Senior notes		1,644		4,856
Term loans		250		1,351
Total	$	2,560	$	6,782
Proceeds from the issuance of debt
Secured mortgage debt	$	242	$	155
Senior notes		2,902		6,170
Term loans		454		1,500
Total	$	3,598	$	7,825
(1)	We completed the Liberty Transaction in 2020 and assumed $2.8 billion of debt, of which $1.8 billion was paid off with the proceeds from the issuance of senior notes. USLV assumed $342 million of debt in the IPT Transaction, all of which was paid off at closing. The assumption of debt was excluded from the table above.
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Unconsolidated Co-Investment Venture Debt

We had investments in and advances to our unconsolidated co-investment ventures of $7.8 billion at December 31, 2021. These ventures listed below had total third-party debt of $12.0 billion at December 31, 2021 with a weighted average remaining maturity of 7 years and weighted average interest rate of 2.2%. Certain of our ventures do not have third-party debt and are therefore excluded. This debt is non-recourse to Prologis and other investors in the co-investment ventures and bears interest as follows at December 31, 2021 (dollars in millions):

	Total ^(1)^		Weighted Average Interest Rate	Gross Book Value ^(1)^		Ownership %
Prologis Targeted U.S. Logistics Fund	$	3,069	3.0%	$	12,714	27.0%
FIBRA Prologis		1,052	3.8%		2,780	47.3%
Prologis European Logistics Fund		3,737	1.5%		14,703	23.8%
Nippon Prologis REIT		2,621	0.6%		7,198	15.1%
Prologis China Core Logistics Fund		760	5.3%		2,240	15.3%
Prologis China Logistics Venture		776	2.9%		1,409	15.0%
Total	$	12,015		$	41,044
(1)	The weighted average loan-to-value ratio for all unconsolidated co-investment ventures was 25.4% at December 31, 2021. Loan-to-value, a non-GAAP measure, was calculated as the percentage of total third-party debt to the gross book value of real estate for each venture and weighted based on the cumulative gross book value of all unconsolidated co-investment ventures.
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At December 31, 2021, we did not guarantee any third-party debt of the unconsolidated co-investment ventures. In our role as the manager or sponsor, we work with the co-investment ventures to maintain sufficient liquidity and refinance their maturing debt. There can be no assurance that the co-investment ventures will be able to refinance any maturing indebtedness on terms as favorable as the

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maturing debt, or at all. If the ventures are unable to refinance the maturing indebtedness with newly issued debt, they may be able to obtain funds by voluntary capital contributions from us and our partners or by selling assets. Certain of our ventures also have credit facilities, or unencumbered properties, both of which may be used to obtain funds.

Dividend and Distribution Requirements

Our dividend policy on our common stock is to distribute a percentage of our cash flow to ensure that we will meet the dividend requirements of the IRC, relative to maintaining our REIT status, while still allowing us to retain cash to fund our capital deployment and other investment activities.

Under the IRC, REITs may be subject to certain federal income and excise taxes on undistributed taxable income.

We paid quarterly cash dividends of $0.63 and $0.58 per common share in 2021 and 2020, respectively. Our future common stock dividends, if and as declared, may vary and will be determined by the Board based upon the circumstances prevailing at the time, including our financial condition, operating results and REIT distribution requirements, and may be adjusted at the discretion of the Board during the year.

We make distributions on the common limited partnership units outstanding at the same per unit amount as our common stock dividend. The Class A Units in the OP are entitled to a quarterly distribution equal to $0.64665 per unit so long as the common units receive a quarterly distribution of at least $0.40 per unit. We paid a quarterly cash distribution of $0.64665 per Class A Unit in 2021 and 2020.

At December 31, 2021, our Series Q preferred stock had an annual dividend rate of 8.54% per share and the dividends are payable quarterly in arrears.

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.

Other Commitments

On an ongoing basis, we are engaged in various stages of negotiations for the acquisition or disposition of individual properties or portfolios of properties.

CRITICAL ACCOUNTING POLICIES

A critical accounting policy is one that involves an estimate or assumption that is subjective and requires management judgment about the effect of a matter that is inherently uncertain and material to an entity’s financial condition and results of operations. Management’s judgment considers historical and current economic conditions and expectations for the future. Changes in estimates could affect our financial position and specific items in our results of operations that are used by stockholders, potential investors, industry analysts and lenders in their evaluation of our performance. Of the significant accounting policies discussed in Note 2 to the Consolidated Financial Statements, those presented below have been identified by us as meeting the criteria to be considered critical accounting policies as they relate to our financial condition as of the years ended December 31, 2021 and 2020 and our operating results for the three-year period ended December 31, 2021. Refer to Note 2 for more information on these critical accounting policies.

Asset Acquisitions

We generally account for an acquisition of a single property or portfolio of properties as an asset acquisition. We measure the real estate assets acquired through an asset acquisition based on their cost or total consideration exchanged and any excess consideration or bargain purchase amount is allocated to the real estate properties and related lease intangibles on a relative fair value basis. Assets we do not intend to hold long-term 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. The most significant portion of the allocation is to building and land and requires the use of market based estimates and assumptions.

The purchase price allocation is 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 NOI of a property. Key assumptions include market rents, growth rates, and discount and capitalization rates. Estimates of future cash flows are based on a number of factors including historical operating results, known trends and market and economic conditions. We determine discount and capitalization rates 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. The use of different assumptions to value the acquired properties and allocate the most significant portion of the property value between the building and land could affect the expenses we recognize over the estimated remaining useful life.

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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 NOI of 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.

NEW ACCOUNTING PRONOUNCEMENTS

See Note 2 to the Consolidated Financial Statements.

FUNDS FROM OPERATIONS ATTRIBUTABLE TO COMMON STOCKHOLDERS/UNITHOLDERS (“FFO”)

FFO is a non-GAAP financial measure that is commonly used in the real estate industry. The most directly comparable GAAP measure to FFO is net earnings.

The National Association of Real Estate Investment Trusts (“NAREIT”) defines FFO as earnings computed under GAAP to exclude historical cost depreciation and gains and losses from the sales net of any related tax, along with impairment charges, of previously depreciated properties. We also exclude the gains on revaluation of equity investments upon acquisition of a controlling interest and the gain recognized from a partial sale of our investment, as these are similar to gains from the sales of previously depreciated properties. We exclude similar adjustments from our unconsolidated entities and the third parties’ share of our consolidated co-investment ventures.

Our FFO Measures

Our FFO measures begin with NAREIT’s definition and we make certain adjustments to reflect our business and the way that management plans and executes our business strategy. While not infrequent or unusual, the additional items we adjust for in calculating FFO, as modified by Prologis and Core FFO, both as defined below, are subject to significant fluctuations from period to period. Although these items may have a material impact on our operations and are reflected in our financial statements, the removal of the effects of these items allows us to better understand the core operating performance of our properties over the long term. These items have both positive and negative short-term effects on our results of operations in inconsistent and unpredictable directions that are not relevant to our long-term outlook.

We calculate our FFO measures, as defined below, based on our proportionate ownership share of both our unconsolidated and consolidated ventures. We reflect our share of our FFO measures for unconsolidated ventures by applying our average ownership percentage for the period to the applicable reconciling items on an entity by entity basis. We reflect our share for consolidated ventures in which we do not own 100% of the equity by adjusting our FFO measures to remove the noncontrolling interests share of the applicable reconciling items based on our average ownership percentage for the applicable periods.

These FFO measures are used by management as supplemental financial measures of operating performance and we believe that it is important that stockholders, potential investors and financial analysts understand the measures management uses. We do not use our FFO measures as, nor should they be considered to be, alternatives to net earnings computed under GAAP, as indicators of our operating performance, as alternatives to cash from operating activities computed under GAAP or as indicators of our ability to fund our cash needs.

We analyze our operating performance principally by the rental revenue of our real estate and the revenues from our strategic capital business, net of operating, administrative and financing expenses. This income stream is not directly impacted by fluctuations in the market value of our investments in real estate or debt securities.

FFO, as modified by Prologis attributable to common stockholders/unitholders (“FFO, as modified by Prologis”)

To arrive at FFO, as modified by Prologis, we adjust the NAREIT defined FFO measure to exclude the impact of foreign currency related items and deferred tax, specifically:

•	deferred income tax benefits and deferred income tax expenses recognized by our subsidiaries;
•	current income tax expense related to acquired tax liabilities that were recorded as deferred tax liabilities in an acquisition, to the extent the expense is offset with a deferred income tax benefit in earnings that is excluded from our defined FFO measure; and
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•	foreign currency exchange gains and losses resulting from (i) debt transactions between us and our foreign entities, (ii) third-party debt that is used to hedge our investment in foreign entities, (iii) derivative financial instruments related to any such debt transactions, and (iv) mark-to-market adjustments associated with other derivative financial instruments.

We use FFO, as modified by Prologis, so that management, analysts and investors are able to evaluate our performance against other REITs that do not have similar operations or operations in jurisdictions outside the U.S.

Core FFO attributable to common stockholders/unitholders (“Core FFO”)

In addition to FFO, as modified by Prologis, we also use Core FFO. To arrive at Core FFO, we adjust FFO, as modified by Prologis, to exclude the following recurring and nonrecurring items that we recognize directly in FFO, as modified by Prologis:

•	gains or losses from the disposition of land and development properties that were developed with the intent to contribute or sell;
•	income tax expense related to the sale of investments in real estate;
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•	impairment charges recognized related to our investments in real estate generally as a result of our change in intent to contribute or sell these properties;
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•	gains or losses from the early extinguishment of debt and redemption and repurchase of preferred stock; and
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•	expenses related to natural disasters.
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We use Core FFO, including by segment and region, to: (i) assess our operating performance as compared to other real estate companies; (ii) evaluate our performance and the performance of our properties in comparison with expected results and results of previous periods; (iii) evaluate the performance of our management; (iv) budget and forecast future results to assist in the allocation of resources; (v) provide guidance to the financial markets to understand our expected operating performance; and (vi) evaluate how a specific potential investment will impact our future results.

Limitations on the use of our FFO measures

While we believe our modified FFO measures are important supplemental measures, neither NAREIT’s nor our measures of FFO should be used alone because they exclude significant economic components of net earnings computed under GAAP and are, therefore, limited as an analytical tool. Accordingly, these are only a few of the many measures we use when analyzing our business. Some of the limitations are:

•	The current income tax expenses that are excluded from our modified FFO measures represent the taxes that are payable.
•	Depreciation and amortization of real estate assets are economic costs that are excluded from FFO. FFO is limited, as it does not reflect the cash requirements that may be necessary for future replacements of the real estate assets. Furthermore, the amortization of capital expenditures and leasing costs necessary to maintain the operating performance of logistics facilities are not reflected in FFO.
---	---
•	Gains or losses from property dispositions and impairment charges related to expected dispositions represent changes in value of the properties. By excluding these gains and losses, FFO does not capture realized changes in the value of disposed properties arising from changes in market conditions.
---	---
•	The deferred income tax benefits and expenses that are excluded from our modified FFO measures result from the creation of a deferred income tax asset or liability that may have to be settled at some future point. Our modified FFO measures do not currently reflect any income or expense that may result from such settlement.
---	---
•	The foreign currency exchange gains and losses that are excluded from our modified FFO measures are generally recognized based on movements in foreign currency exchange rates through a specific point in time. The ultimate settlement of our foreign currency-denominated net assets is indefinite as to timing and amount. Our FFO measures are limited in that they do not reflect the current period changes in these net assets that result from periodic foreign currency exchange rate movements.
---	---
•	The gains and losses on extinguishment of debt or preferred stock that we exclude from our Core FFO, may provide a benefit or cost to us as we may be settling our obligation at less or more than our future obligation.
---	---
•	The natural disaster expenses that we exclude from Core FFO are costs that we have incurred.
---	---

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We compensate for these limitations by using our FFO measures only in conjunction with net earnings computed under GAAP when making our decisions. This information should be read with our complete Consolidated Financial Statements prepared under GAAP. To assist investors in compensating for these limitations, we reconcile our modified FFO measures to our net earnings computed under GAAP as follows (in millions):

	2021			2020
Reconciliation of net earnings attributable to common stockholders to FFO measures:
Net earnings attributable to common stockholders	$	2,934		$	1,473
Add (deduct) NAREIT defined adjustments:
Real estate related depreciation and amortization		1,534			1,523
Gains on other dispositions of investments in real estate, net of taxes		(749	)		(252	)
Reconciling items related to noncontrolling interests		5			(57	)
Our share of reconciling items included in earnings related to unconsolidated entities		200			268
NAREIT defined FFO attributable to common stockholders/unitholders		3,924			2,955
Add (deduct) our modified adjustments:
Unrealized foreign currency and derivative losses (gains), net		(173	)		161
Deferred income tax expense		1			-
Current income tax expense on dispositions related to acquired tax liabilities		3			6
Reconciling items related to noncontrolling interests		1			(2	)
Our share of reconciling items included in earnings related to unconsolidated entities		(1	)		-
FFO, as modified by Prologis attributable to common stockholders/unitholders		3,755			3,120
Adjustments to arrive at Core FFO:
Gains on dispositions of development properties and land, net		(817	)		(465	)
Current income tax expense on dispositions		38			41
Losses on early extinguishment of debt, preferred stock repurchase and other, net		187			199
Reconciling items related to noncontrolling interests		7			(3	)
Our share of reconciling items included in earnings related to unconsolidated entities		2			(28	)
Core FFO attributable to common stockholders/unitholders	$	3,172		$	2,864

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to the impact of foreign exchange-related variability and earnings volatility on our foreign investments and interest rate changes. See our risk factors in Item 1A. Risk Factors, specifically Risks Related to our Global Operations and Risks Related to Financing and Capital. See also Notes 2 and 15 in the Consolidated Financial Statements in Item 8. Financial Statements and Supplementary Data for more information about our foreign operations and derivative financial instruments.

We monitor our market risk exposures using a sensitivity analysis. Our sensitivity analysis estimates the exposure to market risk sensitive instruments assuming a hypothetical 10% adverse change in foreign currency exchange rates or interest rates at December 31, 2021. The results of the sensitivity analysis are summarized in the following sections. The sensitivity analysis is of limited predictive value. As a result, revenues and expenses, as well as our ultimate realized gains or losses with respect to foreign currency exchange rate and interest rate fluctuations will depend on the exposures that arise during a future period, hedging strategies at the time and the prevailing foreign currency exchange rates and interest rates.

Foreign Currency Risk

We are exposed to foreign currency exchange variability related to investments in and earnings from our foreign investments. Foreign currency market risk is the possibility that our results of operations or financial position could be better or worse than planned because of changes in foreign currency exchange rates. We primarily hedge our foreign currency risk by borrowing in the currencies in which we invest thereby providing a natural hedge. Additionally, we hedge our foreign currency risk by entering into derivative financial instruments that we designate as net investment hedges, as these amounts offset the translation adjustments on the underlying net assets of our foreign investments. At December 31, 2021, after consideration of our ability to borrow in the foreign currencies in which we invest and also derivative and nonderivative financial instruments as discussed in Note 15 to the Consolidated Financial Statements, we had minimal net equity denominated in a currency other than the U.S. dollar.

For the year ended December 31, 2021, $573 million or 12.0% of our total consolidated revenue was denominated in foreign currencies. We enter into other foreign currency contracts, such as forwards, to reduce fluctuations in foreign currency associated with the translation of the future earnings of our international subsidiaries. We have forward contracts that were not designated as hedges, denominated principally in British pound sterling, Canadian dollar, euro and Japanese yen, and have an aggregate notional amount of $1.7 billion to mitigate risk associated with the translation of the future earnings of our subsidiaries denominated in these currencies. The gain or loss on settlement of these contracts is included in our earnings and offsets the lower or higher translation of earnings from our investments denominated in currencies other than the U.S. dollar. Although the impact to net earnings is mitigated through higher

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translated U.S. dollar earnings from these currencies, a weakening of the U.S. dollar against these currencies by 10% could result in a $166 million cash payment on settlement of these contracts.

Interest Rate Risk

We are also exposed to the impact of interest rate changes on future earnings and cash flows. To mitigate that risk, we generally borrow with fixed rate debt and we may use derivative instruments to fix the interest rate on our variable rate debt. At December 31, 2021, $15.9 billion of our debt bore interest at fixed rates and therefore the fair value of these instruments was affected by changes in market interest rates. At December 31, 2021, $1.9 billion of our debt bore interest at variable rates. The following table summarizes the future repayment of debt and scheduled principal payments at December 31, 2021 (dollars in millions):

	2022			2023			2024			2025			Thereafter			Total			Fair Value
Fixed rate debt ^(1)^	$	646		$	36		$	136		$	188		$	14,858		$	15,864		$	15,995
Weighted average interest rate ^(2)^		-0.1	%		4.4	%		7.6	%		3.1	%		1.7	%		1.7	%
Variable rate debt
Credit facilities	$	-		$	266		$	225		$	-		$	-		$	491		$	491
Senior notes		340			-			-			-			-			340			340
Term loans		-			134			-			-			956			1,090			1,090
Total variable rate debt	$	340		$	400		$	225		$	-		$	956		$	1,921		$	1,921
(1)	At December 31, 2021, we had one interest rate swap agreement to fix €150 million ($165 million) of our floating rate euro senior notes which is included in fixed rate debt.
---	---
(2)	The weighted average interest rates represent the effective interest rates (including amortization of debt issuance costs and noncash premiums and discounts) at December 31, 2021 for the debt outstanding.
---	---

At December 31, 2021, the weighted average effective interest rate on our variable rate debt was 0.5%. Changes in interest rates can cause interest expense to fluctuate on our variable rate debt. On the basis of our sensitivity analysis, a 10% increase in interest rates on our average outstanding variable rate debt balances would result in additional annual interest expense of $1 million for the year ended December 31, 2021, which equates to a change in interest rates of 5 basis points on our average outstanding variable rate debt balances and less than 1 basis point on our average total debt portfolio balances.

ITEM 8. Financial Statements and Supplementary Data

The Consolidated Balance Sheets of Prologis, Inc. and Prologis, L.P. at December 31, 2021 and 2020, the Consolidated Statements of Income of Prologis, Inc. and Prologis, L.P., the Consolidated Statements of Comprehensive Income of Prologis, Inc. and Prologis, L.P., the Consolidated Statements of Equity of Prologis, Inc., the Consolidated Statements of Capital of Prologis, L.P. and the Consolidated Statements of Cash Flows of Prologis, Inc. and Prologis, L.P. for each of the years in the three-year period ended December 31, 2021, Notes to Consolidated Financial Statements and Schedule III — Real Estate and Accumulated Depreciation, together with the reports of KPMG LLP, independent registered public accounting firm, are included under Item 15 of this report and are incorporated herein by reference. Selected unaudited quarterly financial data are voluntarily presented in Note 19 of the Consolidated Financial Statements.

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

ITEM 9A. Controls and Procedures

Controls and Procedures (Prologis, Inc.)

Prologis, Inc. carried out an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities and Exchange Act of 1934 (the “Exchange Act”)) at December 31, 2021. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Subsequent to December 31, 2021, there were no significant changes in the internal controls or in other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

Changes in Internal Control over Financial Reporting

There have not been any changes in Prologis, Inc.’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, Prologis, Inc.’s internal control over financial reporting.

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Management’s Annual Report on Internal Control over Financial Reporting

We are responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the internal control over financial reporting was conducted at December 31, 2021, based on the criteria described in “Internal Control — Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management determined that, at December 31, 2021, the internal control over financial reporting was effective.

Our internal control over financial reporting at December 31, 2021, has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their attestation report, which is included herein.

Limitations of the Effectiveness of Controls

Management’s assessment included an evaluation of the design of the internal control over financial reporting and testing of the operational effectiveness of the internal control over financial reporting. The 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 GAAP. 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.

Controls and Procedures (Prologis, L.P.)

Prologis, L.P. carried out an evaluation under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) at December 31, 2021. Based on this evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms. Subsequent to December 31, 2021, there were no significant changes in the internal controls or in other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

Changes in Internal Control over Financial Reporting

There have not been any changes in Prologis, L.P.’s internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2021, that have materially affected, or are reasonably likely to materially affect, Prologis, L.P.’s internal control over financial reporting.

Management’s Annual Report on Internal Control over Financial Reporting

We are responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.

Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, an evaluation of the effectiveness of the internal control over financial reporting was conducted at December 31, 2021, based on the criteria described in “Internal Control — Integrated Framework” (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management determined that, at December 31, 2021, the internal control over financial reporting was effective.

Limitations of the Effectiveness of Controls

Management’s assessment included an evaluation of the design of the internal control over financial reporting and testing of the operational effectiveness of the internal control over financial reporting. The 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 GAAP. 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.

ITEM 9B. Other Information

None.

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ITEM 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not Applicable.

PART III

ITEM 10. Directors, Executive Officers and Corporate Governance

The information required by this item is incorporated herein by reference to, including relevant sections in our 2022 Proxy Statement, under the captions entitled Board of Directors and Corporate Governance; Executive Officers; Executive Compensation; Director Compensation; Security Ownership; Equity Compensation Plans and Additional Information or will be provided in an amendment filed on Form 10-K/A.

ITEM 11. Executive Compensation

The information required by this item is incorporated herein by reference to the relevant sections in our 2022 Proxy Statement, under the captions entitled Board of Directors and Corporate Governance; Executive Officers; Executive Compensation and Director Compensation or will be provided in an amendment filed on Form 10-K/A.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated herein by reference to the relevant sections in our 2022 Proxy Statement, under the captions entitled Security Ownership and Equity Compensation Plans or will be provided in an amendment filed on Form 10-K/A.

ITEM 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this item is incorporated herein by reference to the relevant sections in our 2022 Proxy Statement, under the caption entitled Board of Directors and Corporate Governance or will be provided in an amendment filed on Form 10-K/A.

ITEM 14. Principal Accounting Fees and Services

The information required by this item is incorporated herein by reference to the relevant sections in our 2022 Proxy Statement, under the caption entitled Audit Matters or will be provided in an amendment filed on Form 10-K/A.

PART IV

ITEM 15. Exhibits, Financial Statements and Schedules

The following documents are filed as a part of this report:

(a) Financial Statements and Schedules:

1. Financial Statements:

See Index to the Consolidated Financial Statements and Schedule III on page 49 of this report, which is incorporated herein by reference.

2. Financial Statement Schedules:

Schedule III — Real Estate and Accumulated Depreciation

All other schedules have been omitted since the required information is presented in the Consolidated Financial Statements and the related notes or is not applicable.

(b) Exhibits: The Exhibits required by Item 601 of Regulation S-K are listed in the Index to the Exhibits on pages 102 to 112 of this report, which is incorporated herein by reference.

(c) Financial Statements: See Index to the Consolidated Financial Statements and Schedule III on page 49 of this report, which is incorporated by reference.

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ITEM 16. Form 10-K Summary

Not Applicable.

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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	53
Consolidated Statements of Income	54
Consolidated Statements of Comprehensive Income	55
Consolidated Statements of Equity	56
Consolidated Statements of Cash Flows	57
Prologis, L.P.:
Consolidated Balance Sheets	58
Consolidated Statements of Income	59
Consolidated Statements of Comprehensive Income	60
Consolidated Statements of Capital	61
Consolidated Statements of Cash Flows	62
Prologis, Inc. and Prologis, L.P.:
Notes to the Consolidated Financial Statements	63
Note 1. Description of the Business	63
Note 2. Summary of Significant Accounting Policies	63
Note 3. Liberty Transaction	70
Note 4. Real Estate	71
Note 5. Unconsolidated Entities	73
Note 6. Assets Held for Sale or Contribution	76
Note 7. Other Assets and Other Liabilities	76
Note 8. Debt	77
Note 9. Stockholders' Equity of Prologis, Inc.	80
Note 10. Partners' Capital of Prologis, L.P.	82
Note 11. Noncontrolling Interests	82
Note 12. Long-Term Compensation	83
Note 13. Income Taxes	86
Note 14. Earnings Per Common Share or Unit	88
Note 15. Financial Instruments and Fair Value Measurements	89
Note 16. Commitments and Contingencies	92
Note 17. Business Segments	93
Note 18. Supplemental Cash Flow Information	95
Note 19. Selected Quarterly Financial Data (Unaudited)	97
Schedule III — Real Estate and Accumulated Depreciation	99

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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, 2021 and 2020, 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, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, 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, 2021, 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 9, 2022 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 Matter

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

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

As discussed in Notes 2 and 4, the Company had $44,454 million of operating properties as of December 31, 2021. 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.

/s/ KPMG LLP

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

Denver, Colorado

February 9, 2022

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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, 2021 and 2020, 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, 2021, 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, 2021 and 2020, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2021, 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 Matter

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

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

As discussed in Notes 2 and 4, the Operating Partnership had $44,454 million of operating properties as of December 31, 2021. 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.

/s/ KPMG LLP

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

Denver, Colorado

February 9, 2022

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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, 2021, 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, 2021, 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, 2021 and 2020, 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, 2021, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated February 9, 2022 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 9, 2022

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Index to Item 15

PROLOGIS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except per share data)

			2020
ASSETS
Investments in real estate properties	53,005,190		$	50,384,328
Less accumulated depreciation	7,668,187			6,539,156
Net investments in real estate properties	45,337,003			43,845,172
Investments in and advances to unconsolidated entities	8,610,958			7,602,014
Assets held for sale or contribution	669,688			1,070,724
Net investments in real estate	54,617,649			52,517,910
Cash and cash equivalents	556,117			598,086
Other assets	3,312,454			2,949,009
Total assets	58,486,220		$	56,065,005
LIABILITIES AND EQUITY
Liabilities:
Debt	17,715,054		$	16,849,076
Accounts payable and accrued expenses	1,252,767			1,143,372
Other liabilities	1,776,189			1,747,977
Total liabilities	20,744,010			19,740,425
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<br>     and outstanding and 100,000 preferred shares authorized at December 31, 2021 and 2020	63,948			63,948
Common stock; 0.01 par value; 739,827 and 739,381 shares issued and outstanding at December 31, 2021<br>     and 2020, respectively	7,398			7,394
Additional paid-in capital	35,561,608			35,488,634
Accumulated other comprehensive loss	(878,253	)		(1,193,739	)
Distributions in excess of net earnings	(1,327,828	)		(2,394,690	)
Total Prologis, Inc. stockholders’ equity	33,426,873			31,971,547
Noncontrolling interests	4,315,337			4,353,033
Total equity	37,742,210			36,324,580
Total liabilities and equity	58,486,220		$	56,065,005

All values are in US Dollars.

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

Table of Contents

Index to Item 15

PROLOGIS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

	Years Ended December 31,
	2021			2020			2019
Revenues:
Rental	$	4,147,994		$	3,791,131		$	2,831,818
Strategic capital		590,750			636,987			491,886
Development management and other		20,696			10,617			6,917
Total revenues		4,759,440			4,438,735			3,330,621
Expenses:
Rental		1,041,316			952,063			734,266
Strategic capital		207,171			218,041			184,661
General and administrative		293,167			274,845			266,718
Depreciation and amortization		1,577,942			1,561,969			1,139,879
Other		22,435			30,010			13,149
Total expenses		3,142,031			3,036,928			2,338,673
Operating income before gains on real estate transactions, net		1,617,409			1,401,807			991,948
Gains on dispositions of development properties and land, net		817,017			464,942			467,577
Gains on other dispositions of investments in real estate, net		772,570			252,195			390,241
Operating income		3,206,996			2,118,944			1,849,766
Other income (expense):
Earnings from unconsolidated entities, net		404,255			297,370			200,178
Interest expense		(266,228	)		(314,507	)		(239,953	)
Interest and other income, net		871			1,044			24,213
Foreign currency and derivative gains (losses), net		164,407			(167,473	)		(41,715	)
Losses on early extinguishment of debt, net		(187,453	)		(188,290	)		(16,126	)
Total other income (expense)		115,852			(371,856	)		(73,403	)
Earnings before income taxes		3,322,848			1,747,088			1,776,363
Total income tax expense		(174,258	)		(130,458	)		(74,517	)
Consolidated net earnings		3,148,590			1,616,630			1,701,846
Less net earnings attributable to noncontrolling interests		208,867			134,816			128,887
Net earnings attributable to controlling interests		2,939,723			1,481,814			1,572,959
Less preferred stock dividends		6,152			6,345			6,009
Loss on preferred stock repurchase		-			2,347			-
Net earnings attributable to common stockholders	$	2,933,571		$	1,473,122		$	1,566,950
Weighted average common shares outstanding – Basic		739,363			728,323			630,580
Weighted average common shares outstanding – Diluted		764,762			754,414			654,903
Net earnings per share attributable to common stockholders – Basic	$	3.97		$	2.02		$	2.48
Net earnings per share attributable to common stockholders – Diluted	$	3.94		$	2.01		$	2.46

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

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Index to Item 15

PROLOGIS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	Years Ended December 31,
	2021			2020			2019
Consolidated net earnings	$	3,148,590		$	1,616,630		$	1,701,846
Other comprehensive income (loss):
Foreign currency translation gains (losses), net		305,929			(194,673	)		98,482
Unrealized gains (losses) on derivative contracts, net		17,542			(14,117	)		(1,335	)
Comprehensive income		3,472,061			1,407,840			1,798,993
Net earnings attributable to noncontrolling interests		(208,867	)		(134,816	)		(128,887	)
Other comprehensive loss (income) attributable to noncontrolling interests		(7,985	)		5,449			(2,874	)
Comprehensive income attributable to common stockholders	$	3,255,209		$	1,278,473		$	1,667,232

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

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Index to Item 15

PROLOGIS, INC.

CONSOLIDATED STATEMENTS OF EQUITY

(In thousands)

			Common Stock									Accumulated			Distributions
			Number						Additional			Other			in Excess of			Non-
			of			Par			Paid-in			Comprehensive			Net			controlling			Total
			Shares			Value			Capital			Income (Loss)			Earnings			Interests			Equity
Balance at January 1, 2019	68,948			629,616		$	6,296		$	25,685,987		$	(1,084,671	)	$	(2,378,467	)	$	3,502,795		$	25,800,888
Consolidated net earnings	-			-			-			-			-			1,572,959			128,887			1,701,846
Effect of equity compensation plans	-			961			10			37,008			-			-			67,691			104,709
Capital contributions	-			-			-			-			-			-			11,604			11,604
Purchase of noncontrolling interests	-			-			-			2,133			-			-			(15,383	)		(13,250	)
Redemption of noncontrolling interests	-			1,220			12			32,878			-			-			(141,323	)		(108,433	)
Contribution to Brazil venture	-			-			-			-			-			-			(12,630	)		(12,630	)
Foreign currency translation gains, net	-			-			-			-			95,572			-			2,910			98,482
Unrealized losses on derivative contracts, net	-			-			-			-			(1,299	)		-			(36	)		(1,335	)
Reallocation of equity	-			-			-			(38,561	)		-			-			38,561			-
Dividends (2.12 per common share) and<br>     other distributions	-			-			-			(18	)		-			(1,345,660	)		(164,419	)		(1,510,097	)
Balance at December 31, 2019	68,948			631,797		$	6,318		$	25,719,427		$	(990,398	)	$	(2,151,168	)	$	3,418,657		$	26,071,784
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<br>     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<br>     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

All values are in US Dollars.

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

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Index to Item 15

PROLOGIS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Years Ended December 31,
	2021			2020			2019
Operating activities:
Consolidated net earnings	$	3,148,590		$	1,616,630		$	1,701,846
Adjustments to reconcile net earnings to net cash provided by operating activities:
Straight-lined rents and amortization of above and below market leases		(148,239	)		(126,328	)		(98,426	)
Equity-based compensation awards		113,028			109,831			97,557
Depreciation and amortization		1,577,942			1,561,969			1,139,879
Earnings from unconsolidated entities, net		(404,255	)		(297,370	)		(200,178	)
Operating distributions from unconsolidated entities		440,034			450,622			346,517
Decrease (increase) in operating receivables from unconsolidated entities		(14,223	)		14,670			11,557
Amortization of debt discounts and debt issuance costs, net		8,656			7,859			17,006
Gains on dispositions of development properties and land, net		(817,017	)		(464,942	)		(467,577	)
Gains on other dispositions of investments in real estate, net		(772,570	)		(252,195	)		(390,241	)
Unrealized foreign currency and derivative losses (gains), net		(173,026	)		160,739			70,693
Losses on early extinguishment of debt, net		187,453			188,290			16,126
Deferred income tax expense		1,322			744			12,221
Increase in accounts receivable and other assets		(328,511	)		(127,619	)		(108,165	)
Increase in accounts payable and accrued expenses and other liabilities		176,858			94,105			115,219
Net cash provided by operating activities		2,996,042			2,937,005			2,264,034
Investing activities:
Real estate development		(2,639,872	)		(1,920,218	)		(1,795,137	)
Real estate acquisitions		(2,320,448	)		(1,239,034	)		(1,006,043	)
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		(329,059	)		(221,491	)		(179,274	)
Property improvements		(169,933	)		(149,491	)		(143,029	)
Proceeds from dispositions and contributions of real estate		4,222,290			2,281,940			2,331,623
Investments in and advances to unconsolidated entities		(798,103	)		(385,936	)		(276,169	)
Return of investment from unconsolidated entities		58,275			257,065			389,463
Proceeds from repayment of notes receivable backed by real estate		-			4,312			-
Proceeds from the settlement of net investment hedges		3,305			2,352			23,640
Payments on the settlement of net investment hedges		(16,513	)		(9,034	)		(30,424	)
Net cash used in investing activities		(1,990,058	)		(3,074,330	)		(685,350	)
Financing activities:
Proceeds from issuance of common stock		743			2,217			6,082
Repurchase and retirement of common stock		-			(34,829	)		-
Repurchase of preferred stock		-			(7,200	)		-
Dividends paid on common and preferred stock		(1,872,861	)		(1,722,989	)		(1,345,660	)
Noncontrolling interests contributions		74,404			917,092			11,604
Noncontrolling interests distributions		(375,054	)		(361,636	)		(164,419	)
Settlement of noncontrolling interests		(153,236	)		(116,978	)		(109,811	)
Tax paid with shares withheld		(19,855	)		(24,887	)		(22,434	)
Debt and equity issuance costs paid		(23,318	)		(54,204	)		(17,656	)
Net proceeds from (payments on) credit facilities		323,336			(10,959	)		127,566
Repurchase of and payments on debt		(2,560,174	)		(6,782,306	)		(3,301,827	)
Proceeds from the issuance of debt		3,597,690			7,824,517			3,976,956
Net cash used in financing activities		(1,008,325	)		(372,162	)		(839,599	)
Effect of foreign currency exchange rate changes on cash		(39,628	)		18,718			5,914
Net increase (decrease) in cash and cash equivalents		(41,969	)		(490,769	)		744,999
Cash and cash equivalents, beginning of year		598,086			1,088,855			343,856
Cash and cash equivalents, end of year	$	556,117		$	598,086		$	1,088,855

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.

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Index to Item 15

PROLOGIS, L.P.

CONSOLIDATED BALANCE SHEETS

(In thousands)

	December 31,
	2021		2020
ASSETS
Investments in real estate properties	$	53,005,190	$	50,384,328
Less accumulated depreciation		7,668,187		6,539,156
Net investments in real estate properties		45,337,003		43,845,172
Investments in and advances to unconsolidated entities		8,610,958		7,602,014
Assets held for sale or contribution		669,688		1,070,724
Net investments in real estate		54,617,649		52,517,910
Cash and cash equivalents		556,117		598,086
Other assets		3,312,454		2,949,009
Total assets	$	58,486,220	$	56,065,005
LIABILITIES AND CAPITAL
Liabilities:
Debt	$	17,715,054	$	16,849,076
Accounts payable and accrued expenses		1,252,767		1,143,372
Other liabilities		1,776,189		1,747,977
Total liabilities		20,744,010		19,740,425
Capital:
Partners’ capital:
General partner – preferred		63,948		63,948
General partner – common		33,362,925		31,907,599
Limited partners – common		557,097		523,954
Limited partners – Class A common		360,702		345,553
Total partners’ capital		34,344,672		32,841,054
Noncontrolling interests		3,397,538		3,483,526
Total capital		37,742,210		36,324,580
Total liabilities and capital	$	58,486,220	$	56,065,005

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

Table of Contents

Index to Item 15

PROLOGIS, L.P.

CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per unit amounts)

	Years Ended December 31,
	2021			2020			2019
Revenues:
Rental	$	4,147,994		$	3,791,131		$	2,831,818
Strategic capital		590,750			636,987			491,886
Development management and other		20,696			10,617			6,917
Total revenues		4,759,440			4,438,735			3,330,621
Expenses:
Rental		1,041,316			952,063			734,266
Strategic capital		207,171			218,041			184,661
General and administrative		293,167			274,845			266,718
Depreciation and amortization		1,577,942			1,561,969			1,139,879
Other		22,435			30,010			13,149
Total expenses		3,142,031			3,036,928			2,338,673
Operating income before gains on real estate transactions, net		1,617,409			1,401,807			991,948
Gains on dispositions of development properties and land, net		817,017			464,942			467,577
Gains on other dispositions of investments in real estate, net		772,570			252,195			390,241
Operating income		3,206,996			2,118,944			1,849,766
Other income (expense):
Earnings from unconsolidated entities, net		404,255			297,370			200,178
Interest expense		(266,228	)		(314,507	)		(239,953	)
Interest and other income, net		871			1,044			24,213
Foreign currency and derivative gains (losses), net		164,407			(167,473	)		(41,715	)
Losses on early extinguishment of debt, net		(187,453	)		(188,290	)		(16,126	)
Total other income (expense)		115,852			(371,856	)		(73,403	)
Earnings before income taxes		3,322,848			1,747,088			1,776,363
Total income tax expense		(174,258	)		(130,458	)		(74,517	)
Consolidated net earnings		3,148,590			1,616,630			1,701,846
Less net earnings attributable to noncontrolling interests		127,075			93,195			82,222
Net earnings attributable to controlling interests		3,021,515			1,523,435			1,619,624
Less preferred unit distributions		6,152			6,345			6,009
Loss on preferred unit repurchase		-			2,347			-
Net earnings attributable to common unitholders	$	3,015,363		$	1,514,743		$	1,613,615
Weighted average common units outstanding – Basic		751,973			740,860			641,128
Weighted average common units outstanding – Diluted		764,762			754,414			654,903
Net earnings per unit attributable to common unitholders – Basic	$	3.97		$	2.02		$	2.48
Net earnings per unit attributable to common unitholders – Diluted	$	3.94		$	2.01		$	2.46

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

Table of Contents

Index to Item 15

PROLOGIS, L.P.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands)

	Years Ended December 31,
	2021			2020			2019
Consolidated net earnings	$	3,148,590		$	1,616,630		$	1,701,846
Other comprehensive income (loss):
Foreign currency translation gains (losses), net		305,929			(194,673	)		98,482
Unrealized gains (losses) on derivative contracts, net		17,542			(14,117	)		(1,335	)
Comprehensive income		3,472,061			1,407,840			1,798,993
Net earnings attributable to noncontrolling interests		(127,075	)		(93,195	)		(82,222	)
Other comprehensive loss (income) attributable to noncontrolling interests		692			(92	)		(188	)
Comprehensive income attributable to common unitholders	$	3,345,678		$	1,314,553		$	1,716,583

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

Table of Contents

Index to Item 15

PROLOGIS, L.P.

CONSOLIDATED STATEMENTS OF CAPITAL

(In thousands)

												Limited Partners												Non-
						Common						Common						Class A Common						controlling
			Amount			Units			Amount			Units			Amount			Units			Amount			Interests			Total
Balance at January 1, 2019	1,379		$	68,948			629,616		$	22,229,145			10,516		$	371,281			8,849		$	295,045		$	2,836,469		$	25,800,888
Consolidated net earnings	-			-			-			1,572,959			-			26,211			-			20,454			82,222			1,701,846
Effect of equity compensation plans	-			-			961			37,018			1,525			67,691			-			-			-			104,709
Capital contributions	-			-			-			-			-			-			-			-			11,604			11,604
Purchase of noncontrolling interests	-			-			-			2,133			-			-			-			-			(15,383	)		(13,250	)
Redemption of noncontrolling interests	-			-			-			(8,045	)		-			-			-			-			(13,048	)		(21,093	)
Redemption of limited partnership units	-			-			1,220			40,935			(2,108	)		(120,387	)		(236	)		(7,888	)		-			(87,340	)
Contribution to Brazil venture	-			-			-			-			-			-			-			-			(12,630	)		(12,630	)
Foreign currency translation gains, net	-			-			-			95,572			-			1,502			-			1,220			188			98,482
Unrealized losses on derivative contracts, net	-			-			-			(1,299	)		-			(19	)		-			(17	)		-			(1,335	)
Reallocation of capital	-			-			-			(38,561	)		-			36,603			-			1,958			-			-
Distributions (2.12 per common unit) and other	-			-			-			(1,345,678	)		-			(27,806	)		-			(22,585	)		(114,028	)		(1,510,097	)
Balance at December 31, 2019	1,379		$	68,948			631,797		$	22,584,179			9,933		$	355,076			8,613		$	288,187		$	2,775,394		$	26,071,784
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

All values are in US Dollars.

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

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PROLOGIS, L.P

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

	Years Ended December 31,
	2021			2020			2019
Operating activities:
Consolidated net earnings	$	3,148,590		$	1,616,630		$	1,701,846
Adjustments to reconcile net earnings to net cash provided by operating activities:
Straight-lined rents and amortization of above and below market leases		(148,239	)		(126,328	)		(98,426	)
Equity-based compensation awards		113,028			109,831			97,557
Depreciation and amortization		1,577,942			1,561,969			1,139,879
Earnings from unconsolidated entities, net		(404,255	)		(297,370	)		(200,178	)
Operating distributions from unconsolidated entities		440,034			450,622			346,517
Decrease (increase) in operating receivables from unconsolidated entities		(14,223	)		14,670			11,557
Amortization of debt discounts and debt issuance costs, net		8,656			7,859			17,006
Gains on dispositions of development properties and land, net		(817,017	)		(464,942	)		(467,577	)
Gains on other dispositions of investments in real estate, net		(772,570	)		(252,195	)		(390,241	)
Unrealized foreign currency and derivative losses (gains), net		(173,026	)		160,739			70,693
Losses on early extinguishment of debt, net		187,453			188,290			16,126
Deferred income tax expense		1,322			744			12,221
Increase in accounts receivable and other assets		(328,511	)		(127,619	)		(108,165	)
Increase in accounts payable and accrued expenses and other liabilities		176,858			94,105			115,219
Net cash provided by operating activities		2,996,042			2,937,005			2,264,034
Investing activities:
Real estate development		(2,639,872	)		(1,920,218	)		(1,795,137	)
Real estate acquisitions		(2,320,448	)		(1,239,034	)		(1,006,043	)
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		(329,059	)		(221,491	)		(179,274	)
Property improvements		(169,933	)		(149,491	)		(143,029	)
Proceeds from dispositions and contributions of real estate		4,222,290			2,281,940			2,331,623
Investments in and advances to unconsolidated entities		(798,103	)		(385,936	)		(276,169	)
Return of investment from unconsolidated entities		58,275			257,065			389,463
Proceeds from repayment of notes receivable backed by real estate		-			4,312			-
Proceeds from the settlement of net investment hedges		3,305			2,352			23,640
Payments on the settlement of net investment hedges		(16,513	)		(9,034	)		(30,424	)
Net cash used in investing activities		(1,990,058	)		(3,074,330	)		(685,350	)
Financing activities:
Proceeds from issuance of common partnership units in exchange for contributions from<br><br><br>Prologis, Inc.		743			2,217			6,082
Repurchase and retirement of common units		-			(34,829	)		-
Repurchase of preferred units		-			(7,200	)		-
Distributions paid on common and preferred units		(1,935,381	)		(1,781,482	)		(1,396,051	)
Noncontrolling interests contributions		74,404			917,092			11,604
Noncontrolling interests distributions		(312,534	)		(303,143	)		(114,028	)
Settlement of noncontrolling interests		-			-			(22,471	)
Redemption of common limited partnership units		(153,236	)		(116,978	)		(87,340	)
Tax paid with shares of the Parent withheld		(19,855	)		(24,887	)		(22,434	)
Debt and equity issuance costs paid		(23,318	)		(54,204	)		(17,656	)
Net proceeds from (payments on) credit facilities		323,336			(10,959	)		127,566
Repurchase of and payments on debt		(2,560,174	)		(6,782,306	)		(3,301,827	)
Proceeds from the issuance of debt		3,597,690			7,824,517			3,976,956
Net cash used in financing activities		(1,008,325	)		(372,162	)		(839,599	)
Effect of foreign currency exchange rate changes on cash		(39,628	)		18,718			5,914
Net increase (decrease) in cash and cash equivalents		(41,969	)		(490,769	)		744,999
Cash and cash equivalents, beginning of year		598,086			1,088,855			343,856
Cash and cash equivalents, end of year	$	556,117		$	598,086		$	1,088,855

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.

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PROLOGIS, INC. AND PROLOGIS, L.P.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1. DESCRIPTION OF THE BUSINESS

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

For each share of preferred or common stock the Parent issues, the OP issues a corresponding preferred or common partnership unit, as applicable, to the Parent in exchange for the contribution of the proceeds from the stock issuance. At December 31, 2021, the Parent owned a 97.32% common general partnership interest in the OP and substantially all of the preferred units in the OP. The remaining 2.68% 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, as well as any variable interest entities (“VIEs”) in which we are the primary beneficiary. We evaluate our ability to control an entity and whether the entity is a VIE and we are the primary beneficiary through consideration of substantive terms of the arrangement to identify which enterprise has the power to direct the activities of the entity that most significantly impact the entity’s economic performance and the obligation to absorb losses and the right to receive benefits from the entity.

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

Use of Estimates. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements, and revenues and expenses during the reporting period. Although we believe the assumptions and estimates we made are reasonable and appropriate, as discussed in the applicable sections throughout the Consolidated Financial Statements, different assumptions and estimates could materially impact our reported results.

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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 and income statement accounts that represent significant nonrecurring transactions, are translated at the rate in effect at the date of the transaction. We translate our share of the net income or loss of our unconsolidated entities at the average exchange rate for the period and significant nonrecurring transactions of the unconsolidated entities are translated at the rate in effect at the date of the transaction.

We and certain of our consolidated subsidiaries have intercompany and third-party debt that is not denominated in the entity’s functional currency. When the debt is remeasured against the functional currency of the entity, a gain or loss can result. The resulting adjustment is reflected in Foreign Currency and Derivative Gains (Losses), Net in the Consolidated Statements of Income, unless it is intercompany debt that is deemed to be long-term in nature or third-party debt that has been designated as a nonderivative net investment hedge and then the adjustment is 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 most of our real estate acquisitions are concentrated in either a single or a group of similar identifiable assets, our real estate transactions are generally accounted for as asset acquisitions, which permits the capitalization of transaction costs to the basis of the acquired property. We measure the real estate assets acquired through an asset acquisition based on their cost or total consideration exchanged and any excess consideration or bargain purchase amount is allocated to the real estate properties and related lease intangibles on a relative fair value basis. All other assets and liabilities assumed, including debt, and real estate assets that we do not intend to operate long-term 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 (“NOI”) of a property. Key assumptions include market rents, growth rates, and discount and capitalization rates. Estimates of future cash flows are based on a number of factors including historical operating results, known trends and market and economic conditions. We determine the discount or capitalization rate by market based on recent transactions and other market data 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 favorable or unfavorable in-place rents as compared to our estimate of current market rents 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.
•	Foregone Rent. We calculate the value of the revenue and recovery of costs foregone during a reasonable lease-up period, as if the space was vacant, in each of the applicable markets. The values are recorded in Other Assets and amortized over the remaining life of the respective leases to amortization expense.
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•	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.
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•	Level 3 — Unobservable inputs for the asset or liability.
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Fair Value Measurements on a Recurring Basis. We estimate the fair value of our financial instruments using available market information and valuation methodologies we believe to be appropriate for these purposes. We determine the fair value of our derivative financial instruments using widely accepted valuation techniques. The technique utilized depends on the type of derivative financial instrument being valued, principally foreign currency forwards and interest rate swaps, and involves the contractual term of the derivative, observable market-based inputs and implied volatilities.

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

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

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

Fair Value Measurements on a Nonrecurring Basis. Assets measured at fair value on a nonrecurring basis generally consist of real estate assets and investments in unconsolidated entities that were subject to impairment charges due to our evaluation of recoverability whenever events or changes in circumstances indicate the carrying amount may not be recoverable. As discussed below, our analysis of recoverability is primarily triggered based on the shortening of the expected hold period due to our change in intent to sell a property in the near term. We estimate the fair value of our investments based on expected sales prices in the market (Level 2) or by applying the income approach methodology using a discounted cash flow analysis (Level 3).

Fair Value of Financial Instruments. We estimate the fair value of our senior notes for disclosure purposes based on quoted market prices for the same (Level 1) or similar (Level 2) issues when current quoted market prices are available. We estimate the fair value of

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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 stabilization (90% occupied) or one year after completion of construction. We generally use the following useful lives: 5 to 7 years for capital improvements, 10 years for standard tenant improvements, 15 to 25 years for depreciable land improvements, 25 to 35 years for operating properties acquired based on the age of the building and 40 years for operating properties we develop. We depreciate building improvements on land parcels subject to 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. Our weighted average lease term on leases commenced during 2021, based on square feet for all leases, was 62 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. Beginning on January 1, 2019, we no longer capitalize internal costs related to our leasing activities and amounts capitalized prior to adoption continue to be amortized in accordance with previously applicable guidance. Leasing costs that meet the requirements for capitalization are presented as a component of Other Assets and all other capitalized costs are included in the investment basis of the real estate assets.

Recoverability of Real Estate Assets. We assess the carrying values of our respective 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 rental income of 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 rental income from operating the property and the terminal value, including anticipated costs to develop;
•	for real estate properties we intend to sell, including properties currently under development and operating properties; recoverability is assessed based on proceeds from disposition that are estimated based on the future net rental income of the property, expected market capitalization rates and anticipated costs to develop;
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•	for land parcels we intend to sell, recoverability is assessed based on the estimated proceeds from disposition; and
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•	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.
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Assets Held for Sale or Contribution. We classify a property as held for sale or contribution when certain criteria are met in accordance with GAAP. Assets classified as held for sale are expected to be sold to a third party and assets classified as held for contribution are generally newly developed assets we intend to contribute to an unconsolidated co-investment venture within twelve months. When the criteria are met, the respective assets and liabilities are presented separately in the Consolidated Balance Sheets and depreciation is not recognized. Assets held for sale or contribution are reported at the lower of carrying amount or estimated fair value less costs to sell.

Investments in Unconsolidated Entities. We present our investments in certain entities under the equity method. We use the equity method when we have the ability to exercise significant influence over operating and financial policies of the venture but do not have control of the entity. Under the equity method, we initially recognize these investments (including advances) in the balance sheet at our cost, including formation costs and net of deferred gains from the contribution of properties (recognized prior to January 1, 2018), if

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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 and cash flow hedges are recorded in AOCI/L. For net investment hedges, these amounts offset the translation adjustments on the underlying net assets of our foreign investments 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 net investment hedges exceeds the net equity available, that excess portion is considered unhedged and recognized in Foreign Currency and Derivative Gains (Losses), 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.

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), Net. These gains or losses are generally offset by lower or higher earnings due to the

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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”) based on a venture’s cumulative returns over a certain time-period and the returns are determined by both the operating performance and real estate valuation of the venture, including highly variable inputs such as capitalization rates, market rents, interest rates and foreign currency exchange rates. As these key inputs are highly volatile and out of our control, and such volatility can materially impact our promotes period over period, we recognize promote revenues at 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 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.

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

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Gains on Dispositions of Development Properties and Land, Net. We present gains separately based on the type of real estate sold or contributed. We present gains on sales to third parties or contributions to our unconsolidated entities as Gains on Dispositions of Development Properties and Land, Net when the property was included in our land portfolio or when we developed the property 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 and 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 personnel, utilities, repairs and maintenance, property insurance, real estate taxes and the other costs of managing our properties. Beginning January 1, 2019, certain indirect costs, such as salaries and related costs for employees working on leasing activities for our properties are now expensed through Rental Expenses. 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 Operations segment. These individuals perform the property-level management and leasing of the properties in our owned and managed portfolio, which include properties we consolidate and those we manage that are owned by the unconsolidated co-investment ventures. We allocate the costs of our property management 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, REITs are generally not required to pay federal income taxes if they distribute 100% of their taxable income and meet certain income, asset and stockholder tests. If we fail to qualify as a REIT in any taxable year, we will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for the four subsequent taxable years. Even as a REIT, we may be subject to certain foreign, state and local taxes on our own income and property, and to federal income and excise taxes on our undistributed taxable income.

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

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

We recognize deferred income taxes in certain taxable entities. For federal income tax purposes, certain acquisitions have been treated as tax-free transactions resulting in a carry-over basis in assets and liabilities. For financial reporting purposes and in accordance with purchase accounting, we record all of the acquired assets and assumed liabilities 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 fair value of the tangible and intangible assets at date of acquisition. Any subsequent increases or decreases to the deferred income tax liability recorded in connection with these acquisitions, are reflected in earnings.

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

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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.

Reclassifications. Lease right-of-use assets and lease liabilities have been reclassified in the Consolidated Financial Statements for 2020 to Other Assets and Other Liabilities, respectively, in order to conform to the 2021 financial statement presentation.

Accounting Pronouncements.

Reference Rate Reform. In March 2020, the Financial Accounting Standards Board issued an Accounting Standard Update (“ASU”) that provided practical expedients to address existing guidance on contract modifications and hedge accounting due to the expected market transition from the London Inter-bank Offered Rate (“LIBOR”) and other interbank offered rates (together “IBORs”) to alternative reference rates, such as the Secured Overnight Financing Rate. We refer to this transition as “reference rate reform.”

The ASU was effective upon issuance on a prospective basis beginning January 1, 2020 and we elected to adopt the ASU over time as our reference rate reform activities occurred. In reliance on the relief, we modified certain of our Japanese yen term loans ($955.6 million at December 31, 2021) and our available commitments in British pound sterling and Japanese yen on our global senior credit facilities and Japanese revolver associated with the GBP LIBOR and Yen LIBOR rates prior to December 31, 2021. We did not modify any derivative financial instruments, as none were impacted by this ASU at December 31, 2021. There were no other changes to the contracts other than the base rate from GBP LIBOR and Yen LIBOR to their alternative reference rates of SONIA and TIBOR, respectively, and therefore there was no material impact on our Consolidated Financial Statements due to the adoption of the ASU.

NOTE 3. LIBERTY TRANSACTION

On February 4, 2020, we acquired Liberty Property Trust and Liberty Property Limited Partnership (collectively “Liberty” or the “Liberty Transaction”).

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.

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, which are highly complementary to our U.S. portfolio in terms of product quality, location and growth potential in our key markets.

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 investment banker advisory fees, legal fees and other costs.

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Under acquisition accounting, the total purchase price was allocated to the Liberty real estate properties and related lease intangibles on a relative fair value basis. All other assets acquired and liabilities assumed, including debt, and real estate assets that we do not intend to operate long-term were recorded at fair value 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
	2021		2020		2021		2020		2021		2020
Operating properties:
Buildings and improvements		444,413		441,336		2,310		2,261	$	32,159,514	$	31,489,943
Improved land										12,294,246		12,017,676
Development portfolio, including land costs:
Prestabilized		6,325		6,076		16		24		710,091		553,266
Properties under development		28,638		22,004		83		61		2,019,249		1,329,345
Land ^(1)^										2,519,590		1,606,358
Other real estate investments ^(2)^										3,302,500		3,387,740
Total investments in real estate properties										53,005,190		50,384,328
Less accumulated depreciation										7,668,187		6,539,156
Net investments in real estate properties									$	45,337,003	$	43,845,172
(1)	At December 31, 2021 and 2020, our land was comprised of 6,227 and 5,304 acres, respectively.
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(2)	Included in other real estate investments were: (i) non-strategic real estate assets acquired that we do not intend to operate long-term; (ii) real estate assets that we intend to redevelop into industrial properties; (iii) land parcels we own and lease to third parties; and (iv) costs associated with potential acquisitions and future development projects, including purchase options on land.
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At December 31, 2021, 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 (Japan and Singapore).

Acquisitions

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

	2021 ^(1)^		2020 ^(2)^		2019
Number of operating properties		31		150		22
Square feet		6,760		21,874		1,405
Acquisition cost of net investments in real estate, excluding land ^(3)^	$	1,590,457	$	2,820,692	$	633,923
Acres of land		2,684		830		1,269
Acquisition cost of land	$	1,452,686	$	439,773	$	440,892
(1)	In 2021, we acquired additional ownership interest in unconsolidated other ventures from our partners and began consolidating the real estate assets.
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(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.
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(3)	The acquisition cost of net investments in real estate includes other real estate investments of $525.5 million, $206.1 million and $302.9 million during the years ended December 31, 2021, 2020 and 2019, respectively. Other real estate investments are not included in the number of operating properties and square feet.

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):

	2021		2020		2019
Dispositions of development properties and land, net ^(1)^
Number of properties		41		41		31
Square feet		16,482		14,482		10,027
Net proceeds	$	2,629,750	$	1,693,557	$	1,533,055
Gains on dispositions of development properties and land, net	$	817,017	$	464,942	$	467,577
Other dispositions of investments in real estate, net^(2)(3)^
Number of properties		97		61		66
Square feet		20,806		10,562		15,816
Net proceeds	$	2,536,622	$	1,264,692	$	1,492,212
Gains on contributions and dispositions, net	$	772,570	$	252,195	$	255,219
Gains on partial redemptions of investment in an unconsolidated co-investment<br><br><br>venture ^(4)^	$	-	$	-	$	135,022
Total gains on other dispositions of investments in real estate, net	$	772,570	$	252,195	$	390,241
(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.
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(2)	In 2021, we sold our ownership interest in an unconsolidated other venture.
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(3)	In 2019, we formed Prologis Brazil Logistics Venture (“PBLV”), a Brazilian unconsolidated co-investment venture, with one partner. We contributed an initial portfolio of real estate properties to PBLV consisting of 14 operating properties totaling 6.9 million square feet and 371 acres of land. We received cash proceeds and units for our 20% equity interest.
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(4)	In 2019, we redeemed a portion of our investment in a European unconsolidated co-investment venture.
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Leases

As a Lessor

We lease our operating 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 51 months based on square feet for all leases in effect at December 31, 2021.

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, 2021 (in thousands):

2022	$	3,160,098
2023		2,990,115
2024		2,605,766
2025		2,223,715
2026		1,791,256
Thereafter		6,462,209
Total	$	19,233,159

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

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As a Lessee

We had approximately 120 and 130 land and office space leases in which we were the lessee at December 31, 2021 and 2020, respectively, which primarily qualify as operating leases with remaining lease terms of 1 to 88 years at December 31, 2021. Our lease liabilities were $448.4 million and $487.0 million at December 31, 2021 and 2020, respectively.

The following table summarizes the fixed, future minimum rental payments, excluding variable costs, for leases that had commenced at December 31, 2021, with amounts discounted by our incremental borrowing rates to calculate the lease liabilities of our leases (in thousands):

2022	$	49,740
2023		47,453
2024		46,823
2025		43,293
2026		30,708
Thereafter		580,056
Total undiscounted rental payments		798,073
Less imputed interest		349,628
Total lease liabilities	$	448,445

The weighted average remaining lease term for these leases was 28 and 34 years at December 31, 2021 and 2020, respectively. We do not include renewal options in the lease term for calculating the lease liability unless we are reasonably certain we will exercise the option or the lessor has the sole ability to exercise the option. The weighted average incremental borrowing rate was 3.2% and 3.4% at December 31, 2021 and 2020, 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.

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):

	2021		2020
Unconsolidated co-investment ventures	$	7,825,455	$	6,685,567
Other ventures ^(1)^		785,503		916,447
Total	$	8,610,958	$	7,602,014
(1)	In 2021, we acquired additional ownership interest in unconsolidated other ventures from our partners and began consolidating the real estate assets. We also sold our ownership interest in an unconsolidated other venture.
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Unconsolidated Co-Investment Ventures

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

	Ownership<br><br><br>Percentage						Investment in<br><br><br>and Advances to
Co-Investment Venture	2021			2020			2021		2020
Prologis Targeted U.S. Logistics Fund, L.P. (“USLF”)		27.0	%		25.6	%	$	2,393,232	$	1,885,467
FIBRA Prologis ^(1)^		47.3	%		46.8	%		694,590		691,204
Prologis European Logistics Partners Holding Sàrl (“PELP”) ^(2) (3)^		50.0	%		50.0	%		2,097,332		1,687,749
Prologis European Logistics Fund (“PELF”) ^(3)^		23.8	%		24.3	%		1,605,253		1,401,355
Prologis UK Logistics Venture (“UKLV”)^(2) (3)^		15.0	%		15.0	%		9,243		63,228
Nippon Prologis REIT, Inc. (“NPR”) ^(4)^		15.1	%		15.1	%		684,029		643,663
Prologis China Core Logistics Fund, LP (“PCCLF”)		15.3	%		15.8	%		75,922		81,581
Prologis China Logistics Venture I, LP, II, LP and III, LP<br><br><br>(“Prologis China Logistics Venture”) ^(2)^		15.0	%		15.0	%		120,283		111,406
Prologis Brazil Logistics Venture (“PBLV”) and other joint ventures ^(2)^		20.0	%		20.0	%		145,571		119,914
Total							$	7,825,455	$	6,685,567
(1)	At December 31, 2021, we owned 404.6 million units of FIBRA Prologis that had a closing price of Ps 56.83 ($2.77) 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.
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(2)	We have one partner in each of these co-investment ventures.
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(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 is a $9.2 million outstanding receivable balance anticipated to be paid in the first quarter of 2022.
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(4)	At December 31, 2021, we owned 0.4 million units of NPR that had a closing price of ¥407,000 ($3,536) 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.
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At December 31, 2021 and 2020, we had receivables from NPR of $175.2 million and $160.3 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, 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 and allocated property-level management and leasing costs for the properties owned by the ventures.

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

	2021		2020		2019
Recurring fees	$	395,765	$	318,423	$	266,615
Transactional fees		78,552		65,804		57,334
Promote revenue		77,199		239,268		165,635
Total strategic capital revenues from unconsolidated co-investment ventures ^(1)^	$	551,516	$	623,495	$	489,584
(1)	These amounts exclude strategic capital revenues from other ventures.
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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):

						Other Americas ^(1)^						Europe						Asia						Total
At:			2020			2021			2020			2021			2020			2021			2020			2021			2020
Key property information:
Ventures	1			1			2			2			2			3			3			3			8			9
Operating properties	732			706			254			229			818			768			203			167			2,007			1,870
Square feet	122			117			56			51			198			185			82			67			458			420
Financial position:
Total assets ()	11,619			10,840			3,349			3,023			18,373			16,918			10,746			10,209			44,087			40,990
Third-party debt ()	3,069			3,129			1,052			854			3,737			4,002			4,157			3,831			12,015			11,816
Total liabilities ()	3,717			3,722			1,116			898			5,619			5,607			4,685			4,389			15,137			14,616
Our investment balance () (2)	2,393			1,886			840			811			3,712			3,152			880			837			7,825			6,686
Our weighted average ownership (3)	27.0	%		25.6	%		40.8	%		40.8	%		30.9	%		30.0	%		15.1	%		15.2	%		26.9	%		26.1	%

All values are in US Dollars.

						Other Americas^(1)^						Europe						Asia						Total
Operating Information:		2020		2019		2021		2020		2019		2021		2020		2019		2021		2020		2019		2021		2020		2019
For the years ended:
Total revenues ()	1,039		946		738		321		278		266		1,387		1,208		1,099		653		584		514		3,400		3,016		2,617
Net earnings ()	312		169		128		120		91		91		1,070		390		311		160		255		49		1,662		905		579
Our earnings from unconsolidated<br>     co-investment ventures, net ()	82		46		38		43		34		32		214		121		102		27		39		10		366		240		182

All values are in US Dollars.

(1)	PBLV and our other Brazilian joint ventures are combined as one venture for the purpose of this table.
(2)	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, 2021 and 2020, results principally from four types of transactions: (i) deferred gains from the contribution of property to a venture prior to January 1, 2018 ($559.7 million and $589.3 million, respectively); (ii) recording additional costs associated with our investment in the venture ($96.6 million and $101.5 million, respectively); (iii) receivables, principally for fees and promotes ($149.5 million and $165.6 million, respectively); and (iv) customer security deposits retained subsequent to property contributions to NPR, as discussed above.
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(3)	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.
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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 contributions are generally used for the acquisition or development of properties but may be used for the repayment of debt or other general uses. The venture may obtain financing for the acquisition of properties and therefore the acquisition price of additional investments that the venture could make may be more than the equity commitment. Depending on market conditions, the investment objectives of the ventures, our liquidity needs and other factors, we may make additional contributions of properties or additional cash investments in these ventures.

At December 31, 2021, our outstanding equity commitments were $312.5 million, principally for Prologis China Logistics Venture. The equity commitments expire from 2022 to 2028 if they have not been previously called.

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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, 2021 and 2020. 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):

	2021		2020 ^(1)^
Number of operating properties		14		66
Square feet		5,486		12,923
Total assets held for sale or contribution	$	669,688	$	1,070,724
Total liabilities associated with assets held for sale or contribution – included in Other Liabilities	$	10,631	$	16,214
(1)	At December 31, 2020, Assets Held for Sale or Contribution included certain properties acquired through the Liberty Transaction and the IPT Transaction that were subsequently sold during 2021.
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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):

	2021		2020
Rent leveling	$	578,960	$	488,828
Acquired lease intangibles		552,517		726,821
Leasing commissions		520,778		425,995
Lease right-of-use assets ^(1)^		459,364		492,801
Accounts receivable		424,240		189,356
Prepaid assets		153,591		138,726
Value added taxes receivable		133,034		146,270
Fixed assets		118,044		117,700
Derivative assets		91,047		1,667
Other notes receivable		35,970		44,751
Management contracts		12,282		13,610
Deferred income taxes		8,926		5,592
Other		223,701		156,892
Total other assets	$	3,312,454	$	2,949,009
Lease liabilities ^(1)^	$	448,445	$	486,972
Tenant security deposits		373,432		342,627
Acquired lease intangibles		198,894		197,807
Unearned rents		164,669		152,536
Income tax liabilities		105,537		86,210
Environmental liabilities		86,920		69,930
Indemnification liability		44,416		45,129
Deferred income		21,699		15,437
Value added taxes payable		17,556		23,959
Liabilities associated with assets held for sale or contribution		10,631		16,214
Derivative liabilities		9,675		36,482
Other		294,315		274,674
Total other liabilities	$	1,776,189	$	1,747,977
(1)	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.
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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, 2021 (in thousands):

	Amortization Expense		Net Decrease (Increase) to<br><br><br>Rental Revenues
2022	$	241,588	$	(53,070	)
2023		192,651		24,397
2024		151,053		56,904
2025		117,190		75,823
2026		87,226		72,319
Thereafter		199,398		287,882
Total	$	989,106	$	464,255

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):

	2021					2020
	Weighted Average			Amount		Weighted Average			Amount
	Interest Rate^(1)^	Term ^(2)^		Outstanding ^(3)^		Interest Rate^(1)^	Term ^(2)^		Outstanding ^(3)^
Credit facilities	0.8%		1.6	$	491,393	0.8%		2.0	$	171,794
Senior notes ^(4)^	1.7%		11.6		14,981,690	2.0%		11.2		14,275,870
Term loans and<br><br><br>unsecured other	0.5%		4.2		1,825,195	0.9%		5.6		1,764,311
Secured mortgage ^(5)^	5.1%		4.7		416,776	3.1%		3.0		637,101
Total	1.6%		10.4	$	17,715,054	1.9%		10.2	$	16,849,076
(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.
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(2)	The weighted average term represents the remaining maturity in years on the debt outstanding at period end.
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(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:
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	2021								2020
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	Weighted Average Interest Rate			Amount Outstanding		% of Total			Weighted Average Interest Rate			Amount Outstanding		% of Total
British pound sterling		2.1	%	$	1,376,807		7.8	%		2.2	%	$	1,019,480		6.1	%
Canadian dollar		2.7	%		283,773		1.6	%		2.7	%		285,708		1.7	%
Euro		1.0	%		7,408,407		41.8	%		1.4	%		6,549,676		38.8	%
Japanese yen		0.9	%		2,878,542		16.2	%		0.8	%		2,877,247		17.1	%
U.S. dollar		2.6	%		5,767,525		32.6	%		2.8	%		6,116,965		36.3	%
Total		1.6	%	$	17,715,054		100.0	%		1.9	%	$	16,849,076		100.0	%
(4)	Senior notes are due from February 2022 to June 2061 with effective interest rates ranging from -0.2% to 4.5% at December 31, 2021.
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(5)	Secured mortgage debt is due from October 2022 to September 2033 with effective interest rates ranging from 3.3% to 7.8% at December 31, 2021. The debt was principally secured by 90 operating properties and 1 land parcel with an aggregate undepreciated cost of $1.4 billion at December 31, 2021.
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Credit Facilities

We have a global senior credit facility (the “2019 Global Facility”) under which we may draw in British pound sterling, Canadian dollars, euro, Japanese yen, Mexican pesos and U.S. dollars on a revolving basis up to $3.5 billion (subject to currency fluctuations). In April 2021, we entered into a second global senior credit facility (the “2021 Global Facility”) under which we may draw in Canadian dollars, euro, British pound sterling, Japanese yen, Mexican pesos and U.S. dollars on a revolving basis up to $1.0 billion (subject to currency fluctuations). The 2019 Global Facility is scheduled to initially mature in January 2023 and the 2021 Global Facility in April 2024;

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however, we may extend the maturity date for both facilities by six months on two occasions, subject to the payment of extension fees. We have the ability to increase the 2019 Global Facility to $4.5 billion and the 2021 Global Facility to $2.0 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 ($477.8 million at December 31, 2021). We have the ability to increase the borrowing capacity of the Yen Credit Facility to ¥75.0 billion ($651.5 million at December 31, 2021), 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 2019 Global Facility, the 2021 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.

Liquidity

The following table summarizes information about our available liquidity (dollars in millions):

	2021			2020			2019
For the years ended December 31:
Weighted average daily interest rate		1.3	%		1.1	%		1.5	%
Weighted average daily borrowings	$	60		$	109		$	85
Maximum borrowings outstanding at any month-end	$	491		$	727		$	257
At December 31:
Aggregate lender commitments
Credit Facilities	$	4,940		$	4,119		$	3,946
Less:
Borrowings outstanding		491			172			184
Outstanding letters of credit		7			24			36
Current availability	$	4,442		$	3,923		$	3,726
Available term loans		-			250			500
Cash and cash equivalents		556			598			1,089
Total liquidity	$	4,998		$	4,771		$	5,315

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 and redemptions of senior notes during 2021 (principal in thousands):

	Aggregate Principal			Issuance Date Weighted Average
Issuance Date	Borrowing Currency		(1)	Interest Rate ^(2)^	Term^(3)^		Maturity Dates
February	€	1,350,000		0.7%		14.3	February 2032 – 2041
February	$	400,000		1.6%		10.1	March 2031
June	¥	65,000,000		0.8%		15.4	June 2028 – 2061
December	£	215,000		2.0%		17.7	December 2033 – 2041
Total				1.0%		14.2
	Aggregate Principal			Redemption Date Weighted Average
Redemption Date	Borrowing Currency		(1)	Interest Rate ^(2)^	Term^(3)^		Maturity Dates
March	€	599,514		3.4%		3.0	February 2024
March	$	750,000		3.8%		4.7	November 2025
Total				3.6%		3.8

All values are in US Dollars.

(1)	The exchange rate used to calculate into U.S. dollars was the spot rate at the settlement date.
(2)	The weighted average interest rate represents the fixed or variable interest rates of the related debt at the issuance or redemption date.
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(3)	The weighted average term represents the remaining maturity in years on the related debt at the issuance or redemption date.

In 2021, we used the net proceeds from the issuance of the senior notes to fund the senior note redemptions, repay other indebtedness and for general corporate purposes.

Early Extinguishment of Debt

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

We recognized $187.5 million, $188.3 million and $16.1 million of losses on the early extinguishment of debt in 2021, 2020 and 2019, 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 included the extinguishment of debt assumed in the Liberty Transaction and the 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 2021			Amount Outstanding at 2021		Amount Outstanding at 2020		Interest Rate	Maturity Date
			Borrowing Currency
2017 Term Loan^(1)^	USD, EUR, JPY and GBP	June 2014	$	500,000						LIBOR + 0.9%	May 2021
2015 Canadian<br><br><br>Term Loan	CAD	December 2015	$	170,506						CDOR + 0.9%	February 2023
March 2017 Yen<br><br><br>Term Loan	JPY	March 2017	¥	12,000,000						0.9% and 1.0%	March 2027 – 2028
October 2017 Yen<br><br><br>Term Loan	JPY	October 2017	¥	10,000,000						0.9%	October 2032
December 2018 Yen<br><br><br>Term Loan	JPY	December 2018	¥	20,000,000						1.2% and TIBOR + 0.7%	December 2031 – June 2033
January 2019 Yen<br><br><br>Term Loan	JPY	January 2019	¥	15,000,000						TIBOR + 0.5% to 0.6%	January 2028 – 2030
March 2019 Yen<br><br><br>Term Loan	JPY	March 2019	¥	85,000,000						TIBOR + 0.4%	March 2026
Subtotal
Debt issuance costs, net							)		)
Total term loans

All values are in US Dollars.

(1)	In April 2021, the multi-currency term loan (“2017 Term Loan”) was terminated, the outstanding balance paid down and the interest rate swap contracts associated with the outstanding balance of $250.3 million were settled.

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.

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Long-Term Debt Maturities

Scheduled principal payments due on our debt for each year through the period ended December 31, 2026, and thereafter were as follows at December 31, 2021 (in thousands):

	Unsecured
		Credit		Senior			Term Loans			Secured
Maturity		Facilities		Notes			and Other			Mortgage			Total
2022^(1)^		$	-	$	509,670		$	462,649		$	13,422		$	985,741
2023^(2)^			265,818		-			134,173			35,999			435,990
2024^(3)^			225,575		-			-			135,510			361,085
2025			-		43,435			-			144,784			188,219
2026			-		966,179			738,388			3,466			1,708,033
Thereafter			-		13,536,089			495,154			74,629			14,105,872
Subtotal			491,393		15,055,373			1,830,364			407,810			17,784,940
Premiums (discounts), net			-		2,548			-			10,544			13,092
Debt issuance costs, net			-		(76,231	)		(5,169	)		(1,578	)		(82,978	)
Total		$	491,393	$	14,981,690		$	1,825,195		$	416,776		$	17,715,054
(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.
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(2)	Included in the 2023 maturities is the 2019 Global Facility that can be extended until 2024.
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(3)	Included in the 2024 maturities is the 2021 Global Facility that can be extended until 2025.
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Interest Expense

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

	2021			2020			2019
Gross interest expense	$	299,115		$	348,427		$	271,451
Amortization of debt discounts (premiums), net		(7,478	)		(6,741	)		3,713
Amortization of debt issuance costs, net		16,134			14,600			13,293
Interest expense before capitalization	$	307,771		$	356,286		$	288,457
Capitalized amounts		(41,543	)		(41,779	)		(48,504	)
Net interest expense	$	266,228		$	314,507		$	239,953
Total cash paid for interest, net of amounts capitalized	$	278,861		$	309,390		$	214,375

Financial Debt Covenants

Our senior notes, term loans and Credit Facilities outstanding at December 31, 2021 were subject to certain financial covenants under their related documents. At December 31, 2021, 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.

NOTE 9. STOCKHOLDERS’ EQUITY OF PROLOGIS, INC.

Shares Authorized

At December 31, 2021, 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.

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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 February 4, 2020, we issued 106.7 million common shares in the Liberty Transaction. See Note 3 for more detail on this transaction.

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, 2021 and 2020 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, 2021, 2020 and 2019 are presented below. The taxability of dividends paid in 2021 was based on management’s estimates as our tax return for the year ended December 31, 2021 has not been filed. As the statute of limitations is generally three years, our tax returns for certain years remain subject to examination and consequently the taxability of the dividends is subject to change.

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In 2021, 2020 and 2019, 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:

	2021 ^(1)^		2020		2019
Common Stock:
Ordinary income	$	2.45	$	2.12	$	2.08
Qualified dividend		0.00		0.00		0.00
Capital gains		0.07		0.20		0.04
Total distribution	$	2.52	$	2.32	$	2.12
Preferred Stock – Series Q:
Ordinary income	$	4.15	$	3.96	$	4.00
Qualified dividend		0.01		0.02		0.01
Capital gains		0.11		0.29		0.26
Total dividend	$	4.27	$	4.27	$	4.27
(1)	Taxability for 2021 is estimated.
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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 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 this transaction. 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, 2021 and 2020, 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, 2021, 2020 and 2019.

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.

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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
	2021			2020			2021		2020		2021		2020		2021		2020
Prologis U.S. Logistics Venture		55.0	%		55.0	%	$	3,264,337	$	3,385,110	$	7,397,195	$	7,663,800	$	147,545	$	145,131
Other consolidated entities^(1)^	various			various				133,201		98,416		1,453,236		1,066,129		162,598		73,987
Prologis, L.P.								3,397,538		3,483,526		8,850,431		8,729,929		310,143		219,118
Limited partners in Prologis, L.P. ^(2)(3)^								917,799		869,507		-		-		-		-
Prologis, Inc.							$	4,315,337	$	4,353,033	$	8,850,431	$	8,729,929	$	310,143	$	219,118
(1)	Includes our two partnerships that have issued limited partnership units to third parties, as discussed above, along with various other consolidated entities. The limited partnership units outstanding at December 31, 2021 and 2020 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, 2021 and 2020 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, 8.4 million and 8.2 million shares of the Parent’s common stock, at December 31, 2021 and 2020, respectively. Also included are the vested OP Long-Term Incentive Plan Units (“LTIP Units”) associated with our long-term compensation plans of 4.0 million and 3.9 million at December 31, 2021 and 2020, respectively. See further discussion of LTIP Units in Note 12.
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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, 2021: (i) POP; (ii) Prologis Promote Plan (“PPP”); (iii) annual long-term incentive (“LTI”) equity award program (“Annual LTI Award”); and (iv) annual bonus exchange program. Under all of these components, certain employees may elect to receive their equity award payout either in the form of RSUs or other equity of the Parent or LTIP Units of the OP.

At December 31, 2021, we had 33.8 million shares reserved or available for issuance, including 4.6 million shares of common stock to be issued upon vesting of awards previously granted and 23.2 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.

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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 2021 – 2023 performance period in January 2021, as discussed in the table below. The 2021 – 2023 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 or POP LTIP Units, as elected by the participant. Annually, a participant may exchange their participation points or compensation pool percentage for POP LTIP Units. If the performance criteria are not met, the participants’ points, compensation pool percentage and POP LTIP Units will be forfeited.

At December 31, 2021, 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):

	2021			2020			2019
Risk free interest rate		0.2	%		1.7	%		2.6	%
Prologis expected volatility		32.0	%		19.0	%		23.0	%
MSCI US REIT Index expected volatility		29.0	%		13.0	%		17.0	%
Aggregate fair value	$	30,300		$	28,800		$	21,200

Total remaining compensation cost related to the POP at December 31, 2021, was $60.8 million, prior to adjustments for capitalized amounts due to our development activities. The remaining compensation cost will be recognized through 2030, with a weighted average period of 3.2 years.

The performance criteria were met for the 2019 – 2021, 2018 – 2020, 2017 – 2019 and 2016 – 2018 performance periods at the end of the initial three-year performance period, which resulted in awards being earned in January 2022, 2021, 2020 and 2019, 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):

	2019 – 2021		2018 – 2020		2017 – 2019 ^(1)^		2016 – 2018 ^(1)^
Performance pool	$	100,000	$	100,000	$	119,753	$	114,950
Common stock shares		34		61		384		489
Restricted stock units		134		242		-		-
POP LTIP Units and LTIP Units		426		701		804		1,082
Average price used to determine number of awards	$	168.37	$	99.67	$	100.79	$	73.20
(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 million aggregate initial award amounts can be earned at the end of each 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.
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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.

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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, 2021 (units in thousands):

	Unvested RSUs			Weighted Average Grant Date Fair Value
Balance at January 1, 2021		986		$	80.32
Granted ^(1)^		826			90.24
Vested and distributed		(414	)		78.82
Forfeited		(161	)		77.08
Balance at December 31, 2021		1,237		$	87.87
(1)	Included in granted were unvested units based on the POP performance criteria being met for the 2018 – 2020 performance period and represented the earned award amounts subject to an additional vesting period. Unvested units are included in the award discussion above. These amounts also include awards earned for prior performance periods related to the compensation pool in excess of the initial award.
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The fair value of stock awards granted and vested was $74.5 million and $32.6 million for 2021, respectively, and $45.8 million and $36.0 million for 2020, 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, 2021, was $63.3 million, prior to adjustments for capitalized amounts due to our development activities. The remaining compensation cost will be recognized through 2025, 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.

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The following table summarizes the activity for LTIP Units for the year ended December 31, 2021 (units in thousands):

	Unvested LTIP Units			Weighted Average Grant Date Fair Value
Balance at January 1, 2021		3,052		$	66.50
Granted ^(1)^		1,337			64.77
Forfeited		(51	)		55.66
Vested LTIP Units		(1,021	)		80.55
Balance at December 31, 2021		3,317		$	61.65
(1)	Included in granted were unvested units based on the POP performance criteria being met for the 2018 – 2020 performance period and represented the earned award amounts subject to an additional vesting period. Unvested units are included in the award discussion above. These amounts also include awards earned for prior performance periods related to the compensation pool in excess of the initial award.
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The fair value of unit awards granted and vested, excluding POP awards, was $86.6 million and $82.2 million for 2021, respectively, and $105.1 million and $69.3 million for 2020, 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, 2021, was $121.2 million, prior to adjustments for capitalized amounts due to our development activities. The remaining compensation cost will be recognized through 2025, with a weighted average period of 1.3 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 $5.8 million, $5.9 million and $3.0 million for the years ended December 31, 2021, 2020 and 2019, 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, 2021.

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):

	2021		2020		2019
Domestic	$	2,208,168	$	1,030,609	$	981,188
International		1,114,680		716,479		795,175
Earnings before income taxes	$	3,322,848	$	1,747,088	$	1,776,363

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):

	2021			2020			2019
Current income tax expense:
U.S. federal	$	58,906		$	48,440		$	3,232
International		103,488			65,720			41,855
State and local		10,542			15,554			17,209
Total current income tax expense		172,936			129,714			62,296
Deferred income tax expense (benefit):
U.S. federal		2,895			(2,464	)		(208	)
International		(1,573	)		3,208			12,429
Total deferred income tax expense		1,322			744			12,221
Total income tax expense	$	174,258		$	130,458		$	74,517

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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 fees earned; and (iii) taxable earnings from unconsolidated co-investment ventures.

During the years ended December 31, 2021, 2020 and 2019, cash paid for income taxes, net of refunds, was $148.7 million, $100.7 million and $62.1 million, respectively.

Deferred Income Taxes

The deferred income tax expense recognized in 2021, 2020 and 2019 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):

	2021			2020
Gross deferred income tax assets:
NOL carryforwards	$	272,713		$	297,900
Basis difference – real estate properties		99,984			59,259
Basis difference – equity investments		8,462			-
Section 163(j) interest limitation		1,599			1,486
Capital loss carryforward		14,238			16,845
Other – temporary differences		10,027			4,122
Total gross deferred income tax assets		407,023			379,612
Valuation allowance		(337,587	)		(326,706	)
Gross deferred income tax assets, net of valuation allowance		69,436			52,906
Gross deferred income tax liabilities:
Basis difference – real estate properties		104,292			79,230
Basis difference – equity investments		30,276			31,995
Other – temporary differences		949			999
Total gross deferred income tax liabilities		135,517			112,224
Net deferred income tax liabilities	$	66,081		$	59,318

At December 31, 2021, we had NOL carryforwards as follows (in thousands):

	U.S.		Europe		Mexico		Japan		Other
Gross NOL carryforward	$	80,467	$	656,532	$	195,591	$	89,531	$	38,815
Tax-effected NOL carryforward		20,298		167,334		61,483		14,315		9,283
Valuation allowance		17,168		161,178		61,483		13,842		9,283
Net deferred tax asset – NOL carryforward	$	3,130	$	6,156	$	-	$	473	$	-
Expiration periods	2022 – 2041		2022 – indefinite		2022 – 2032		2022 – 2031		2022 – indefinite

The deferred tax asset valuation allowance at December 31, 2021, 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, 2021, 2020 and 2019, 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 2018 and thereafter. Liabilities or any related settlements for uncertain tax positions for the years ended December 31, 2021, 2020 and 2019 were not material to our Consolidated Financial Statements.

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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.	2021		2020		2019
Net earnings attributable to common stockholders – Basic	$	2,933,571	$	1,473,122	$	1,566,950
Net earnings attributable to exchangeable limited partnership units ^(1)^		82,092		41,938		46,986
Adjusted net earnings attributable to common stockholders – Diluted	$	3,015,663	$	1,515,060	$	1,613,936
Weighted average common shares outstanding – Basic		739,363		728,323		630,580
Incremental weighted average effect on exchange of limited partnership units ^(1)^		20,913		20,877		19,154
Incremental weighted average effect of equity awards		4,486		5,214		5,169
Weighted average common shares outstanding – Diluted ^(2)^		764,762		754,414		654,903
Net earnings per share attributable to common stockholders:
Basic	$	3.97	$	2.02	$	2.48
Diluted	$	3.94	$	2.01	$	2.46
Prologis, L.P.	2021			2020			2019
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Net earnings attributable to common unitholders	$	3,015,363		$	1,514,743		$	1,613,615
Net earnings attributable to Class A Units		(31,758	)		(16,262	)		(20,454	)
Net earnings attributable to common unitholders – Basic		2,983,605			1,498,481			1,593,161
Net earnings attributable to Class A Units		31,758			16,262			20,454
Net earnings attributable to exchangeable other limited partnership units		300			317			321
Adjusted net earnings attributable to common unitholders – Diluted	$	3,015,663		$	1,515,060		$	1,613,936
Weighted average common partnership units outstanding – Basic		751,973			740,860			641,128
Incremental weighted average effect on exchange of Class A Units		8,004			8,041			8,231
Incremental weighted average effect on exchange of other limited partnership units		299			299			375
Incremental weighted average effect of equity awards of Prologis, Inc.		4,486			5,214			5,169
Weighted average common units outstanding – Diluted^(2)^		764,762			754,414			654,903
Net earnings per unit attributable to common unitholders:
Basic	$	3.97		$	2.02		$	2.48
Diluted	$	3.94		$	2.01		$	2.46
(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.
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(2)	Our total weighted average potentially dilutive shares and units outstanding for the years ended December 31 consisted of the following:
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	2021		2020		2019
---	---	---	---	---	---	---
Class A Units		8,004		8,041		8,231
Other limited partnership units		299		299		375
Equity awards		6,719		7,798		7,933
Prologis, L.P.		15,022		16,138		16,539
Common limited partnership units		12,610		12,537		10,548
Prologis, Inc.		27,632		28,675		27,087

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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):

	2021				2020
	Asset		Liability		Asset		Liability
Undesignated derivatives
Foreign currency contracts
Forwards
Brazilian real	$	664	$	-	$	620	$	66
British pound sterling		5,361		3,492		174		7,589
Canadian dollar		2,856		1,790		80		5,827
Chinese renminbi		-		550		-		717
Euro		40,484		136		73		6,247
Japanese yen		23,341		-		720		1,604
Swedish krona		3,773		201		-		2,355
Designated derivatives
Foreign currency contracts
Net investment hedges
British pound sterling		9,158		2,683		-		2,081
Canadian dollar		5,410		823		-		9,847
Interest rate swaps
Cash flow hedges
Euro		-		-		-		9
U.S. dollar		-		-		-		140
Total fair value of derivatives	$	91,047	$	9,675	$	1,667	$	36,482

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):

	2021							2020							2019
	CAD	EUR	GBP	JPY	SEK	Other	Total	CAD	EUR	GBP	JPY	SEK	Other	Total	CAD	EUR	GBP	JPY	SEK	Other	Total
Notional amounts at<br><br><br>January 1 ($)	163	474	207	252	38	28	1,162	120	581	178	182	31	15	1,107	55	314	118	177	-	5	669
New contracts ($)	225	437	308	76	64	27	1,137	88	1,314	364	154	37	48	2,005	201	619	1,111	85	31	524	2,571
Matured, expired or<br><br><br>settled contracts ($)	(213)	(162)	(132)	(78)	(17)	(35)	(637)	(45)	(1,421)	(335)	(84)	(30)	(35)	(1,950)	(136)	(352)	(1,051)	(80)	-	(514)	(2,133)
Notional amounts at<br><br><br>December 31 ($)	175	749	383	250	85	20	1,662	163	474	207	252	38	28	1,162	120	581	178	182	31	15	1,107
Weighted average<br><br><br>forward rate<br><br><br>at December 31	1.26	1.22	1.20	103.14	9.28			1.32	1.23	1.32	102.66	8.64			1.32	1.13	1.32	103.39	9.42
Active contracts at<br><br><br>December 31	72	86	70	74	72			58	64	53	59	42			40	53	50	44	20

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

	2021			2020			2019
Exercised contracts		161			173			115
Realized gains (losses) on the matured, expired or settled contracts	$	(8	)	$	(6	)	$	28
Unrealized gains (losses) on the change in fair value of outstanding contracts	$	88		$	(13	)	$	(10	)

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 Accumulated Other Comprehensive Income (Loss) (“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):

								2020								2019
					Total			CAD					Total			BRL			CAD							Total
Notional amounts at January 1 ()	377					512			97					484			460			100							687
New contracts ()	535					967			377					836			489			97							1,655
Matured, expired or settled contracts ()	(377	)		)		(512	)		(97	)		)		(808	)		(949	)		(100	)		)		)		(1,858	)
Notional amounts at December 31 ()	535					967			377					512			-			97							484
Weighted average forward rate<br>     at December 31	1.25								1.31								-			1.32
Active contracts at December 31	6								6								-			2

All values are in US Dollars.

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):

						2020						2019
	(1)		Total						Total					Total
Notional amounts at January 1 ()				415						-					500
New contracts ()				-						1,665					-
Matured, expired or settled contracts ()		)		(250	)			)		(1,250	)		)		(500	)
Notional amounts at December 31 ()				165						415					-

All values are in US Dollars.

(1)	In April 2021, the 2017 Term Loan was terminated and the interest rate swap contracts associated with the outstanding balance were settled.

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):

		2021		2020		2019
British pound sterling	$	624	$	842	$	329
Euro	$	-	$	-	$	850

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

	2021		2020			2019
Unrealized gains (losses) on the unhedged portion	$	81	$	(139	)	$	(64	)

Other Comprehensive Income (Loss)

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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):

	2021			2020			2019
Derivative net investment hedges	$	9,792		$	(4,301	)	$	(22,600	)
Debt designated as nonderivative net investment hedges		(832	)		(62,263	)		141,675
Cumulative translation adjustment		296,969			(128,109	)		(20,593	)
Total foreign currency translation gains (losses), net	$	305,929		$	(194,673	)	$	98,482
Cash flow hedges^(1)(2)^	$	9,098		$	(11,269	)	$	4,665
Our share of derivatives from unconsolidated co-investment ventures		8,444			(2,848	)		(6,000	)
Total unrealized gains (losses) on derivative contracts, net	$	17,542		$	(14,117	)	$	(1,335	)
Total change in other comprehensive income (loss)	$	323,471		$	(208,790	)	$	97,147
(1)	We estimate an additional expense of $2.2 million will be reclassified to Interest Expense over the next 12 months from December 31, 2021, due to the amortization of previously settled derivatives designated as cash flow hedges.
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(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.
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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, 2021 and 2020, 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, 2021 and 2020 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, 2021 and 2020, we estimated the fair value of our properties using Level 2 or Level 3 inputs from the fair value hierarchy. See more information on our acquired properties in Notes 3 and 4 and assets held for sale or contribution in Note 6.

Fair Value of Financial Instruments

At December 31, 2021 and 2020, 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, 2021 and 2020, 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 2021 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.

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

	2021				2020
	Carrying Value		Fair Value		Carrying Value		Fair Value
Credit Facilities	$	491,393	$	491,429	$	171,794	$	171,794
Senior notes		14,981,690		15,151,781		14,275,870		15,452,381
Term loans and unsecured other		1,825,195		1,835,569		1,764,311		1,785,706
Secured mortgage		416,776		437,215		637,101		673,549
Total	$	17,715,054	$	17,915,994	$	16,849,076	$	18,083,430

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, 2021 and 2020, we had $394.6 million and $275.2 million, respectively, outstanding under such arrangements.

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

Litigation

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

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NOTE 17. BUSINESS SEGMENTS

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

•	Real Estate Operations. This operating segment represents the ownership and development of operating properties and is the largest component of our revenue and earnings. We collect rent from our customers through operating leases, including reimbursements for the majority of our property operating costs. Each operating property is considered to be an individual operating segment with similar economic characteristics; these properties are combined within the reportable business segment based on geographic location. Our Real Estate Operations segment also includes development activities that lead to rental operations, including land held for development and properties currently under development, and other real estate investments. Within this line of business, we utilize the following: (i) our land bank; (ii) the development expertise of our local teams; and (iii) our customer relationships. Land we own and lease to customers under land leases, along with land and buildings we lease, is also included in this segment.
•	Strategic Capital. This operating segment represents the management of unconsolidated co-investment ventures. We generate strategic capital revenues primarily from our unconsolidated co-investment ventures through asset management and property management services and we earn additional revenues by providing leasing, acquisition, construction, development, financing 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.
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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.

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The following reconciliations are presented in thousands:

	Years Ended December 31,
		2021			2020			2019
Revenues:
Real estate operations segment:
U.S.	$	3,967,180		$	3,600,335		$	2,645,194
Other Americas		98,620			87,830			94,984
Europe		55,533			68,801			44,356
Asia		47,357			44,782			54,201
Total real estate operations segment		4,168,690			3,801,748			2,838,735
Strategic capital segment:
U.S.		171,761			354,825			86,271
Other Americas		58,655			37,696			40,347
Europe		249,600			145,016			283,909
Asia		110,734			99,450			81,359
Total strategic capital segment		590,750			636,987			491,886
Total revenues		4,759,440			4,438,735			3,330,621
Segment net operating income:
Real estate operations segment:
U.S. ^(1)^		2,966,498			2,679,685			1,953,727
Other Americas		72,424			64,473			69,393
Europe		31,163			43,531			27,525
Asia		34,854			31,986			40,675
Total real estate operations segment		3,104,939			2,819,675			2,091,320
Strategic capital segment:
U.S. ^(1)^		59,991			237,271			(10,945	)
Other Americas		47,247			24,923			27,369
Europe		203,779			99,504			246,213
Asia		72,562			57,248			44,588
Total strategic capital segment		383,579			418,946			307,225
Total segment net operating income		3,488,518			3,238,621			2,398,545
Reconciling items:
General and administrative expenses		(293,167	)		(274,845	)		(266,718	)
Depreciation and amortization expenses		(1,577,942	)		(1,561,969	)		(1,139,879	)
Gains on dispositions of development properties and land, net		817,017			464,942			467,577
Gains on other dispositions of investments in real estate, net		772,570			252,195			390,241
Operating income		3,206,996			2,118,944			1,849,766
Earnings from unconsolidated entities, net		404,255			297,370			200,178
Interest expense		(266,228	)		(314,507	)		(239,953	)
Interest and other income, net		871			1,044			24,213
Foreign currency and derivative gains (losses), net		164,407			(167,473	)		(41,715	)
Losses on early extinguishment of debt, net		(187,453	)		(188,290	)		(16,126	)
Earnings before income taxes	$	3,322,848		$	1,747,088		$	1,776,363

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	December 31,
		2021		2020
Segment assets:
Real estate operations segment:
U.S.	$	44,136,140	$	42,559,023
Other Americas		1,148,371		1,145,699
Europe		1,837,800		1,604,393
Asia		965,854		1,081,876
Total real estate operations segment		48,088,165		46,390,991
Strategic capital segment ^(2)^:
U.S.		11,984		13,257
Europe		25,280		25,280
Asia		299		354
Total strategic capital segment		37,563		38,891
Total segment assets		48,125,728		46,429,882
Reconciling items:
Investments in and advances to unconsolidated entities		8,610,958		7,602,014
Assets held for sale or contribution		669,688		1,070,724
Cash and cash equivalents		556,117		598,086
Other assets		523,729		364,299
Total reconciling items		10,360,492		9,635,123
Total assets	$	58,486,220	$	56,065,005
(1)	This includes compensation and personnel costs for employees who were located in the U.S. but also support other geographies.
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(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, 2021 and 2020.
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NOTE 18. SUPPLEMENTAL CASH FLOW INFORMATION

Our significant noncash investing and financing activities for the years ended December 31, 2021, 2020 and 2019 included the following:

•	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 new leases, renewals and modifications of $71.4 million in 2021 and $47.8 million in 2020 for both assets and liabilities. We adopted the new lease standard on January 1, 2019 and recognized lease right-of-use assets of $523.8 million and lease liabilities of $527.3 million in 2019.
•	We capitalized $25.6 million, $22.4 million and $21.4 million in 2021, 2020 and 2019, respectively, of equity-based compensation expense.
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•	We received $886.1 million, $433.7 million and $646.8 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 2021, 2020 and 2019, respectively, as disclosed in Note 5. Included in 2019 was our initial 20.0% investment in PBLV in exchange for our contribution of the initial portfolio of properties to PBLV upon formation. Included in 2020 and 2019 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.
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•	We issued 0.8 million, 0.7 million and 1.2 million shares in 2021, 2020 and 2019, respectively, of the Parent’s common stock upon redemption of an equal number of common limited partnership units in the OP.
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•	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.
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•	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.
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•	We reinvested distributions from unconsolidated co-investment ventures of $45.6 million and $80.9 million and increased our ownership in 2020 and 2019, respectively.
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•	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 this transaction. Additionally, USLV assumed $341.8 million debt as part of the IPT Transaction.
•	As partial consideration for the disposition of a portfolio of properties during 2020, the buyer assumed debt of $169.8 million.
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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,
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<br><br><br>stockholders – Basic ^(1)^	$	0.50		$	0.81		$	0.98		$	1.68
Net earnings per share attributable to common<br><br><br>stockholders – Diluted ^(1)(2)^	$	0.49		$	0.81		$	0.97		$	1.67
2020:
Rental revenues	$	878,807		$	944,366		$	980,148		$	987,810
Total revenues	$	978,241		$	1,266,124		$	1,082,773		$	1,111,597
Rental expenses	$	(227,618	)	$	(232,109	)	$	(245,490	)	$	(246,846	)
Gains on dispositions of development properties and land, net	$	162,750		$	86,416		$	134,207		$	81,569
Gains on other dispositions of investments in real estate, net	$	31,491		$	43,939		$	108,927		$	67,838
Operating income	$	468,057		$	611,987		$	556,520		$	482,380
Consolidated net earnings	$	521,164		$	454,938		$	332,521		$	308,007
Net earnings attributable to common stockholders	$	489,418		$	404,539		$	298,695		$	280,470
Net earnings per share attributable to common<br><br><br>stockholders – Basic^(1)^	$	0.70		$	0.55		$	0.40		$	0.38
Net earnings per share attributable to common<br><br><br>stockholders – Diluted^(1)(2)^	$	0.70		$	0.54		$	0.40		$	0.38
Prologis, L.P.
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 –<br><br><br>Basic ^(1)^	$	0.50		$	0.81		$	0.98		$	1.68
Net earnings per unit attributable to common unitholders –<br><br><br>Diluted ^(1)^	$	0.49		$	0.81		$	0.97		$	1.67
2020:
Rental revenues	$	878,807		$	944,366		$	980,148		$	987,810
Total revenues	$	978,241		$	1,266,124		$	1,082,773		$	1,111,597
Rental expenses	$	(227,618	)	$	(232,109	)	$	(245,490	)	$	(246,846	)
Gains on dispositions of development properties and land, net	$	162,750		$	86,416		$	134,207		$	81,569
Gains on other dispositions of investments in real estate, net	$	31,491		$	43,939		$	108,927		$	67,838
Operating income	$	468,057		$	611,987		$	556,520		$	482,380
Consolidated net earnings	$	521,164		$	454,938		$	332,521		$	308,007
Net earnings attributable to common unitholders	$	503,388		$	416,189		$	307,069		$	288,097
Net earnings per unit attributable to common unitholders –<br><br><br>Basic^(1)^	$	0.70		$	0.55		$	0.40		$	0.38
Net earnings per unit attributable to common unitholders –<br><br><br>Diluted^(1)^	$	0.70		$	0.54		$	0.40		$	0.38

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(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.
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PROLOGIS, INC. AND PROLOGIS, L.P.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2021

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

				Initial Cost to<br><br><br>Prologis				Costs<br><br><br>Capitalized		Gross Amounts at Which Carried<br><br><br>at December 31, 2021
Description	No. of Bldgs.		Encum-<br><br><br>brances	Land		Building &<br><br><br>Improvements		Subsequent<br><br><br>to<br><br><br>Acquisition		Land		Building &<br><br><br>Improvements		Total<br><br><br>(a,b)		Accumulated<br><br><br>Depreciation<br><br><br>(c)			Date of<br><br><br>Construction/<br><br><br>Acquisition
Operating Properties (d)
U.S. Markets
Atlanta		117	(d)		264,973		1,016,540		347,824		285,290		1,344,047		1,629,337		(300,774	)	1994-2021
Austin		10			12,783		52,335		9,567		12,837		61,848		74,685		(27,202	)	1994-2015
Baltimore/Washington D.C.		75	(d)		300,564		722,249		196,973		312,915		906,871		1,219,786		(161,553	)	1995-2020
Central PA		32			240,657		943,307		124,148		253,737		1,054,375		1,308,112		(197,801	)	2002-2020
Central Valley		34	(d)		163,294		386,853		776,157		181,008		1,145,296		1,326,304		(221,738	)	1999-2020
Charlotte		44	(d)		104,747		333,992		93,011		118,553		413,197		531,750		(67,326	)	1994-2020
Chicago		193	(d)		715,951		2,073,268		495,652		741,301		2,543,570		3,284,871		(672,820	)	1995-2020
Cincinnati		38	(d)		59,573		294,976		99,029		67,783		385,795		453,578		(73,309	)	1996-2020
Columbus		26	(d)		31,733		161,881		62,815		34,683		221,746		256,429		(93,376	)	1996-2020
Dallas/Ft. Worth		167	(d)		355,277		1,472,061		453,509		377,989		1,902,858		2,280,847		(457,367	)	1994-2020
Denver		37			106,088		295,412		153,217		104,495		450,222		554,717		(137,632	)	1993-2020
Houston		180	(d)		368,780		1,873,268		276,456		411,046		2,107,458		2,518,504		(296,712	)	1993-2020
Indianapolis		21			19,337		135,609		58,710		20,575		193,081		213,656		(63,341	)	1995-2020
Jacksonville		1			-		2,892		273		-		3,165		3,165		(2,758	)	2011
Las Vegas		56			139,227		345,348		179,899		132,895		531,579		664,474		(107,515	)	1996-2021
Lehigh Valley		56			886,276		1,902,902		317,508		958,783		2,147,903		3,106,686		(192,292	)	2004-2021
Louisville		11			41,944		188,696		60,895		44,196		247,339		291,535		(71,601	)	2005-2020
Nashville		22			66,590		236,777		125,256		68,809		359,814		428,623		(62,723	)	1995-2021
New Jersey/New York City		131	(d)		1,498,825		1,869,356		618,259		1,506,727		2,479,713		3,986,440		(675,959	)	1996-2021
Orlando		84	(d)		191,754		699,537		131,196		206,702		815,785		1,022,487		(123,996	)	1994-2021
Phoenix		49			146,888		394,219		305,641		175,268		671,480		846,748		(95,664	)	1992-2021
Portland		39	(e)		111,263		276,956		147,090		156,345		378,964		535,309		(58,904	)	2006-2021
Reno		17	(d)		25,389		142,279		111,695		26,761		252,602		279,363		(85,685	)	1994-2021
San Antonio		20	(d)		25,735		95,828		45,308		25,958		140,913		166,871		(63,820	)	1994-2016
San Francisco Bay Area		229	(d)		1,009,632		1,612,507		494,115		1,020,132		2,096,122		3,116,254		(777,530	)	1993-2021
Seattle		99			643,665		1,107,085		315,415		664,887		1,401,278		2,066,165		(252,838	)	2008-2021
South Florida		107	(d)		500,373		889,481		224,399		506,262		1,107,991		1,614,253		(275,170	)	1994-2021
Southern California		351	(d)(e)		3,270,727		4,753,548		1,381,334		3,542,081		5,863,528		9,405,609		(1,581,543	)	2005-2021
Tampa		12			22,028		69,520		12,429		28,143		75,834		103,977		(5,694	)	2020
Subtotal U.S. Markets:		2,258			11,324,073		24,348,682		7,617,780		11,986,161		31,304,374		43,290,535		(7,204,643	)
Other Americas Markets
Canada		32	(d)		223,831		389,604		219,429		232,036		600,828		832,864		(150,693	)	2008-2021
Mexico		1			730		2,287		3,249		1,708		4,558		6,266		(1,823	)	2011
Subtotal Other Americas Markets:		33			224,561		391,891		222,678		233,744		605,386		839,130		(152,516	)
Europe Markets
France		2			2,831		4,844		192		2,832		5,035		7,867		(418	)	2019
Germany		1			7,737		5,032		601		7,737		5,633		13,370		(3,992	)	2011
Poland		1			588		-		6,804		648		6,744		7,392		-		2021
Slovakia		2			2,743		-		13,844		-		16,587		16,587		-		2021
Spain		6			17,496		36,639		22,543		15,626		61,052		76,678		(17,856	)	2011-2019
United Kingdom		1			47,208		3,689		-		47,341		3,556		50,897		(2,605	)	2019
Subtotal Europe Markets:		13			78,603		50,204		43,984		74,184		98,607		172,791		(24,871	)
Asia Markets
Japan		1			-		-		10,198		157		10,041		10,198		(1,547	)	2019
Singapore		5			-		136,744		4,362		-		141,106		141,106		(67,805	)	2011
Subtotal Asia Markets:		6			-		136,744		14,560		157		151,147		151,304		(69,352	)
Total Operating Properties		2,310			11,627,237		24,927,521		7,899,002		12,294,246		32,159,514		44,453,760		(7,451,382	)

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Index to Item 15

PROLOGIS, INC. AND PROLOGIS, L.P.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

DECEMBER 31, 2021

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

				Initial Cost to<br><br><br>Prologis				Costs<br><br><br>Capitalized		Gross Amounts at Which Carried<br><br><br>at December 31, 2021									Date of
Description	No. of Bldgs.		Encum-<br><br><br>brances	Land		Building &<br><br><br>Improvements		Subsequent<br><br><br>to<br><br><br>Acquisition		Land		Building &<br><br><br>Improvements		Total<br><br><br>(a,b)		Accumulated<br><br><br>Depreciation<br><br><br>(c)			Construction/<br><br><br>Acquisition<br><br><br>(f)
Development Portfolio
U.S. Markets
Atlanta		3			31,458		-		75,873		31,458		75,873		107,331
Baltimore/Washington D.C.		1			3,621		-		7,135		3,621		7,135		10,756
Central Valley		3			60,124		-		139,469		60,124		139,469		199,593				2021
Charlotte		1			6,667		-		8,079		6,667		8,079		14,746
Chicago		6			101,797		-		55,358		101,797		55,358		157,155				2021
Cincinnati		1			1,155		-		10,430		1,155		10,430		11,585				2021
Dallas/Ft. Worth		6			27,481		-		28,128		27,481		28,128		55,609
Denver		1			9,892		-		6,133		9,892		6,133		16,025
Houston		1			14,059		-		56,429		14,059		56,429		70,488
Las Vegas		1			12,502		-		3,896		12,502		3,896		16,398
Lehigh Valley		1			31,694		-		38,657		31,694		38,657		70,351
Louisville		1			6,195		-		25,092		6,195		25,092		31,287
Nashville		3			6,829		-		43,440		6,829		43,440		50,269				2021
New Jersey/New York City		2			68,476		-		25,922		68,476		25,922		94,398
Orlando		3			22,494		-		26,036		22,494		26,036		48,530				2021
Phoenix		1			2,067		-		12,283		2,067		12,283		14,350
Portland		1			9,989		-		13,121		9,989		13,121		23,110
Reno		1			4,461		-		7,779		4,461		7,779		12,240
San Francisco Bay Area		2			13,566		-		3,083		13,566		3,083		16,649
Seattle		2			28,392		-		18,543		28,392		18,543		46,935				2021
South Florida		5			55,768		-		50,450		55,768		50,450		106,218				2021
Southern California		6			124,327		-		72,831		124,327		72,831		197,158
Subtotal U.S. Markets:		52			643,014		-		728,167		643,014		728,167		1,371,181
Other Americas Markets
Canada	2				19,030		-		17,143		19,030		17,143		36,173
Mexico	5				24,106		-		29,951		24,106		29,951		54,057				2021
Subtotal Other Americas Markets:		7			43,136		-		47,094		43,136		47,094		90,230
Europe Markets
Czech Republic	3				11,762		-		10,894		11,762		10,894		22,656
France	1				2,988		-		3,156		2,988		3,156		6,144
Germany	3				23,389		-		32,405		23,389		32,405		55,794
Hungary	2				4,389		-		5,993		4,389		5,993		10,382
Italy	5				14,830		-		23,948		14,830		23,948		38,778
Netherlands	4				23,989		-		67,407		23,989		67,407		91,396				2021
Poland	1				1,985		-		7,149		1,985		7,149		9,134
Sweden	1				1,857		-		229		1,857		229		2,086
U.K.	12				240,561		-		74,203		240,561		74,203		314,764				2021
Subtotal Europe Markets:		32			325,750		-		225,384		325,750		225,384		551,134
Asia Markets
Japan		8			179,710		-		537,085		179,710		537,085		716,795				2021
Subtotal Asia Markets:		8			179,710		-		537,085		179,710		537,085		716,795
Total Development Portfolio		99			1,191,610		-		1,537,730		1,191,610		1,537,730		2,729,340
GRAND TOTAL		2,409			12,818,847		24,927,521		9,436,732		13,485,856		33,697,244		47,183,100		(7,451,382	)

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, 2021 (in thousands):
Total operating properties and development portfolio per Schedule III	$	47,183,100	(g)
---	---	---	---
Land		2,519,590
Other real estate investments ^(i)^		3,302,500
Total per Consolidated Balance Sheets	$	53,005,190
(i)	Other real estate investments includes non-strategic real estate assets acquired that we do not intend to operate long-term at December 31, 2021.
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Index to Item 15

(b)	The aggregate cost for federal tax purposes at December 31, 2021, of our real estate assets was approximately $40 billion (unaudited).
(c)	Real estate assets (excluding land balances) are depreciated over their estimated useful lives. These useful lives are generally 5 to 7 years for capital improvements, 10 years for standard tenant improvements, 15 to 25 years for depreciable land improvements, 25 to 35 years for operating properties acquired based on the age of the building and 40 years for operating properties we develop.
---	---

The following table reconciles accumulated depreciation per Schedule III to the Consolidated Balance Sheets in Item 8. Financial Statements and Supplementary Data at December 31, 2021 (in thousands):

Total accumulated depreciation per Schedule III	$	7,451,382	(g)
Accumulated depreciation on other real estate investments		216,805
Total per Consolidated Balance Sheets	$	7,668,187
(d)	Properties with an aggregate undepreciated cost of $1.3 billion secure $397.2 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 $9.6 million are secured by assessments (similar to property taxes) on various underlying real estate properties with an aggregate undepreciated cost of $638.7 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):
---	---
	2021			2020			2019
---	---	---	---	---	---	---	---	---	---
Real estate assets:
Balance at beginning of year	$	45,390,230		$	33,157,100		$	32,774,956
Acquisitions of and improvements to operating properties, development<br><br><br>activity and net effect of changes in foreign exchange rates and other		3,351,730			13,985,898			2,821,919
Basis of operating properties disposed of		(1,589,527	)		(1,045,128	)		(1,471,764	)
Change in the development portfolio balance, including the acquisition of<br><br><br>properties		846,729			13,345			(273,534	)
Assets transferred to held for sale and contribution		(816,062	)		(720,985	)		(694,477	)
Balance at end year	$	47,183,100		$	45,390,230		$	33,157,100
Accumulated depreciation:
Balance at beginning of year	$	6,370,341		$	5,294,212		$	4,550,958
Depreciation expense		1,143,758			1,112,075			843,872
Balances retired upon disposition of operating properties and net effect of<br><br><br>changes in foreign exchange rates and other		(42,483	)		(35,083	)		(77,583	)
Assets transferred to held for sale and contribution		(20,234	)		(863	)		(23,035	)
Balance at end of year	$	7,451,382		$	6,370,341		$	5,294,212

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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).
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.
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).

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Index to Item 15

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).
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).

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Index to Item 15

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).
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).

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Index to Item 15

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).
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).

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Index to Item 15

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 Floating Rate Notes due 2022 (incorporated by reference to Exhibit 4.1 to Prologis’ Current Report Form 8-K filed on December 23, 2020).
4.73	Form of Floating Rate Notes due 2022 (incorporated by reference to Exhibit 4.2 to Prologis’ Current Report Form 8-K filed on December 23, 2020).
4.74		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).
4.75		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).
4.76		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).
4.77		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).
4.78		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).
4.79		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).
4.80		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).
4.81		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).
4.82		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).
4.83		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).
4.84		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).

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Index to Item 15

4.85	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).
4.86	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).
4.87	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).
4.88	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).
4.89	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).

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

10.1	Amended and Restated Agreement of Limited Partnership of ProLogis Fraser, L.P., dated as of August 4, 2004 (incorporated by reference to Exhibit 10.1 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2004).
10.2	Fifteenth Amended and Restated Agreement of Limited Partnership of Prologis 2, L.P., (f/k/a AMB Property II, L.P.) dated February 19, 2010 (incorporated by reference to Exhibit 10.6 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2009).
10.3*	Amended and Restated 2002 Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed October 4, 2006 and also incorporated by reference to Exhibit 10.2 to the Operating Partnership’s Current Report on Form 8-K filed October 4, 2006).
10.4*	The Amended and Restated 2002 Stock Option and Incentive Plan of AMB Property Corporation and AMB Property, L.P. (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed May 15, 2007 and also incorporated by reference to Exhibit 10.1 to the Operating Partnership’s Current Report on Form 8-K filed May 15, 2007).
10.5*	Prologis Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed December 22, 2011).
10.6*	Prologis, Inc. 2016 Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on August 16, 2016).
10.7*	Form of Prologis, Inc. 2016 Outperformance Plan LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed on August 16, 2016).
10.8*	Form of Participation Points and LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on February 27, 2014).
10.9*	Second Amended and Restated Prologis Promote Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on August 1, 2014).
10.10*	Form of Prologis, Inc. Second Amended and Restated Prologis Promote Plan LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on August 18, 2014).
10.11*	Form of Prologis, Inc. Long-Term Incentive Plan LTIP Unit Award Agreement (General) (incorporated by reference to Exhibit 10.3 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.12*	Form of Prologis, Inc. 2012 Long-Term Incentive Plan Restricted Stock Unit Agreement (LTIP Unit election) (incorporated by reference to Exhibit 10.27 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2015).
10.13*	Form of Prologis, Inc. 2012 Long-Term Incentive Plan Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.5 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).

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Index to Item 15

10.14*	Form of Prologis, Inc. 2012 Long-Term Incentive Plan Restricted Stock Unit Agreement (Bonus exchange) (incorporated by reference to Exhibit 10.6 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2014).
10.15*	ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.2 to the Trust’s Current Report on Form 8-K filed June 2, 2006).
10.16*	First Amendment of the ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010).
10.17*	Second Amendment of the ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Trust’s Current Report on Form 8-K filed May 19, 2010).
10.18*	Third Amendment of the ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to the Trust’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010).
10.19*	Form of Non-Qualified Share Option Award Terms; The Trust 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.25 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2009).
10.20*	Form of Restricted Share Award Terms; ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.27 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2009).
10.21*	Form of Performance Share Award Terms; ProLogis 2006 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.26 to the Trust’s Annual Report on Form 10-K for the year ended December 31, 2009).
10.22*	ProLogis 2000 Share Option Plan for Outside Trustees (as Amended and Restated Effective as of December 31, 2008) (incorporated by reference to exhibit 10.13 to ProLogis’ Form 10-K for the year ended December 31, 2008).
10.23*	ProLogis Deferred Fee Plan for Trustees (As Amended and Restated Effective as of May 14, 2010) (incorporated by reference to exhibit 10.3 to ProLogis’ Form 8-K filed on May 19, 2010).
10.24*	Form of Indemnification Agreement between ProLogis and certain directors and executive officers (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed June 8, 2011).
10.25*	Form of Restricted Stock Unit Agreement; Prologis, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2012).
10.26*	Prologis, Inc. 2012 Long-Term Incentive Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed May 8, 2012).
10.27*	Form of Director Deferred Stock Unit Award terms (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed May 8, 2012).
10.28*	Form of Change of Control and Noncompetition Agreement by and between Prologis, Inc. and its executive officers (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed August 16, 2013).
10.29*	Form of Prologis, Inc. Long-Term Incentive Plan LTIP Unit Award Agreement (General form 2015) (incorporated by reference to Exhibit 10.57 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).
10.30*	Form of Prologis, Inc. Long-Term Incentive Plan LTIP Unit Award Agreement (Bonus exchange) (incorporated by reference to Exhibit 10.2 to Prologis’ Quarterly Report on Form 10-Q for the quarter ended March 31, 2015).
10.31*	Form of Prologis, Inc. Long-Term Incentive Plan LTIP Unit Award Agreement (General form 2016) (incorporated by reference to Exhibit 10.48 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2015).
10.32*	Form of Prologis, Inc. Outperformance Plan LTIP Unit Exchange Award Agreement (incorporated by reference to Exhibit 10.58 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).
10.33*	Form of Prologis, Inc. Long-Term Incentive Plan Equity Exchange Offer LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.59 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).
10.34*	Amended and Restated Prologis, Inc. 2011 Notional Account Deferred Compensation Plan (incorporated by reference to Exhibit 10.60 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).

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Index to Item 15

10.35*	Amended and Restated Prologis, Inc. Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.61 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).
10.36*	Second Amended and Restated Prologis 2005 Nonqualified Deferred Compensation Plan (incorporated by reference to Exhibit 10.62 to Prologis’ Annual Report on Form 10-K for the year ended December 31, 2014).
10.37*	Prologis, Inc. 2018 Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on January 18, 2018).
10.38*	Prologis, Inc. Amended and Restated 2018 Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on March 27, 2018).
10.39*	Form of Prologis, Inc. 2018 Amendment to Outperformance Plan LTIP Unit Award Agreements (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report Form 8-K filed on March 27, 2018).
10.40*	Amended and Restated Director Deferred Stock Unit Award Terms (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on May 7, 2018).
10.41	Form of Time-Sharing Agreement for Hamid Moghadam (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 10-Q filed on October 22, 2018).
10.42*	Prologis, Inc. Second Amended and Restated 2018 Outperformance Plan (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on August 28, 2018).
10.43*	Form of Outperformance Plan LTIP Unit Award Agreement (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report Form 8-K filed on August 28, 2018).
10.44*	Form of LTIP Unit Award Agreement (Bonus Exchange) (incorporated by reference to Exhibit 10.3 to Prologis’ Current Report Form 8-K filed on August 28, 2018).
10.45*	Form of LTIP Unit Award Agreement (Omnibus) (incorporated by reference to Exhibit 10.4 to Prologis’ Current Report Form 8-K filed on August 28, 2018).
10.46*	Form of RSU Agreement (Global) (incorporated by reference to Exhibit 10.5 to Prologis’ Current Report Form 8-K filed on August 28, 2018).
10.47*	Form of RSU Agreement (LTIP Unit Election) (incorporated by reference to Exhibit 10.6 to Prologis’ Current Report Form 8-K filed on August 28, 2018).
10.48*	Form of NEO Retirement Eligibility Waiver (incorporated by reference to Exhibit 10.7 to Prologis’ Current Report Form 8-K filed on August 28, 2018).
10.49	Term Loan Agreement dated as of August 18, 2016 among Prologis GK Holdings Y.K., as borrower, Prologis, Inc. and Prologis, L.P., as guarantors, the banks listed on the signature pages thereof, and Sumitomo Mitsui Banking Corporation, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report on Form 8-K filed on August 22, 2016).
10.50	Guaranty of Payment dated as of August 18, 2016 among Prologis, Inc. and Prologis, L.P., as guarantors, and Sumitomo Mitsui Banking Corporation, as Administrative Agent, for the banks that are from time to time parties to the Term Loan Agreement dated as of August 18, 2016 (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report on Form 8-K filed on August 22, 2016).
10.51	Letter Agreement dated February 3, 2017 by and between Prologis, Inc. and Hamid R. Moghadam (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on February 3, 2017).
10.52	Fifth Amended and Restated Revolving Credit Agreement, dated as of February 16, 2017, among Prologis Marunouchi Finance Investment Limited Partnership, as initial borrower, Prologis, Inc. and Prologis, L.P., as guarantors, the lenders listed on the signature pages thereof, and Sumitomo Mitsui Banking Corporation, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on February 21, 2017).
10.53	Guaranty of Payment, date as of February 16, 2017, among Prologis, Inc. and Prologis, L.P., as guarantors, Sumitomo Mitsui Banking Corporation, as Administrative Agent, for the banks that are from time to time parties to the Fifth Amend and Restated Revolving Credit Agreement, dated as of February 16, 2017 (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report Form 8-K filed on February 22, 2017).

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Index to Item 15

10.54	Amended and Restated Senior Term Loan Agreement dated as of May 4, 2017 among Prologis, Inc., Prologis, L.P., various affiliates of Prologis, L.P., various lenders and Bank of America, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K on May 8, 2017).
10.55	Second Amended and Restated Global Senior Credit Agreement, dated as of January 16, 2019, by and among Prologis, Inc., Prologis, L.P., various affiliates of Prologis, L.P., various lenders and Bank of America, N.A., as Global Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K on January 16, 2019).
10.56	Term Loan Agreement dated as of March 4, 2019 among Prologis GK Holdings Y.K., as borrower, Prologis, L.P., as guarantor, the lenders party thereto, and Sumitomo Mitsui Banking Corporation, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on March 6, 2019).
10.57	Guaranty of Payment dated as of March 4, 2019 between Prologis, L.P., as guarantor, and Sumitomo Mitsui Banking Corporation, as Administrative Agent, for the lenders that are from time to time parties to the Term Loan Agreement dated as of March 4, 2019 (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report Form 8-K filed on March 6, 2019).
10.58	Amended and Restated Change in Control and Noncompetition Agreement, dated April 30, 2019, between Prologis, Inc. and Hamid R. Moghadam (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report From 8-K filed on May 3, 2019).
10.59	Form of Retirement Eligibility Waiver Amendment for Hamid Moghadam (incorporated by reference to Exhibit 10.1 to Prologis’ Current Report Form 8-K filed on December 10, 2019).
10.60	Form of Retirement Eligibility Waiver Amendment for Named Executive Officers (other than Hamid Moghadam) (incorporated by reference to Exhibit 10.2 to Prologis’ Current Report Form 8-K filed on December 10, 2019).
10.61	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).
10.62	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).
10.63	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).
10.64*	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).
10.65*	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).
10.66*	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).
10.67*	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).
10.68*	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).
10.69*	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).
10.70*	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).
10.71*	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).

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Index to Item 15

10.72*	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).
10.73	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).
10.74	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).
10.75	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).
10.76	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).
10.77	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).
10.78*	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).
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.
24.1†	Power of Attorney for Prologis, Inc. (included in signature page of this annual report).
24.2†	Power of Attorney for Prologis, L.P. (included in signature page of this annual report).
31.1†	Certification of Chief Executive Officer of Prologis, Inc.
31.2†	Certification of Chief Financial Officer of Prologis, Inc.
31.3†	Certification of Chief Executive Officer for Prologis, L.P.
31.4†	Certification of Chief Financial Officer for Prologis, L.P.
32.1†	Certification of Chief Executive Officer and Chief Financial Officer of Prologis, Inc., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2†	Certification of Chief Executive Officer and Chief Financial Officer for Prologis, L.P., pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Supplemental United States Federal Income Tax Considerations (incorporated by reference to Exhibit 99.1 to Prologis’ Current Report on Form 8-K filed June 20, 2016).
99.2	Blackout Notice provided to directors and executive officers of Prologis. (incorporated by reference to Exhibit 99.1 to Prologis’ Current Report on Form 8-K filed November 22, 2019).
101. INS†	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL Document.

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101. SCH†	Inline XBRL Taxonomy Extension Schema
101. CAL†	Inline XBRL Taxonomy Extension Calculation Linkbase
101. DEF†	Inline XBRL Taxonomy Extension Definition Linkbase
101. LAB†	Inline XBRL Taxonomy Extension Label Linkbase
101. PRE†	Inline XBRL Taxonomy Extension Presentation Linkbase
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*	Management Contract or Compensatory Plan or Arrangement
---	---
†	Filed herewith
---	---
a	Prologis has omitted certain schedules and exhibits pursuant to Item 601(b)(2) of Regulation S-K and shall furnish supplementally to the SEC copies of any of the omitted schedules and exhibits upon request by the SEC.
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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 9, 2022

POWER OF ATTORNEY

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

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

Signature	Title	Date
/s/ Hamid R. Moghadam	Chairman of the Board and Chief Executive Officer	February 9, 2022
Hamid R. Moghadam
/s/ Thomas S. Olinger	Chief Financial Officer	February 9, 2022
Thomas S. Olinger
/s/ Lori A. Palazzolo	Managing Director and Chief Accounting Officer	February 9, 2022
Lori A. Palazzolo
/s/ Cristina G. Bita	Director	February 9, 2022
Cristina G. Bita
/s/ George L. Fotiades	Director	February 9, 2022
George L. Fotiades
/s/ Lydia H. Kennard	Director	February 9, 2022
Lydia H. Kennard
/s/ Irving F. Lyons III	Director	February 9, 2022
Irving F. Lyons III
/s/ Avid Modjtabai	Director	February 9, 2022
Avid Modjtabai
/s/ David P. O’Connor	Director	February 9, 2022
David P. O’Connor
/s/ Olivier Piani	Director	February 9, 2022
Olivier Piani
/s/ Jeffrey L. Skelton	Director	February 9, 2022
Jeffrey L. Skelton
/s/ Carl B. Webb	Director	February 9, 2022
Carl B. Webb
/s/ William D. Zollars	Director	February 9, 2022
William D. Zollars

Table of Contents

Index to Item 15

SIGNATURES

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

PROLOGIS, L.P.
By:	Prologis, Inc., its general partner
By:	/s/ Hamid R. Moghadam
	Hamid R. Moghadam
	Chief Executive Officer

Date: February 9, 2022

POWER OF ATTORNEY

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

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 9, 2022
Hamid R. Moghadam
/s/ Thomas S. Olinger	Chief Financial Officer	February 9, 2022
Thomas S. Olinger
/s/ Lori A. Palazzolo	Managing Director and Chief Accounting Officer	February 9, 2022
Lori A. Palazzolo
/s/ Cristina G. Bita	Director	February 9, 2022
Cristina G. Bita
/s/ George L. Fotiades	Director	February 9, 2022
George L. Fotiades
/s/ Lydia H. Kennard	Director	February 9, 2022
Lydia H. Kennard
/s/ Irving F. Lyons III	Director	February 9, 2022
Irving F. Lyons III
/s/ Avid Modjtabai	Director	February 9, 2022
Avid Modjtabai
/s/ David P. O’Connor	Director	February 9, 2022
David P. O’Connor
/s/ Olivier Piani	Director	February 9, 2022
Olivier Piani
/s/ Jeffrey L. Skelton	Director	February 9, 2022
Jeffrey L. Skelton
/s/ Carl B. Webb	Director	February 9, 2022
Carl B. Webb
/s/ William D. Zollars	Director	February 9, 2022
William D. Zollars

114

pld-ex41_14.htm

Exhibit 4.1

Prologis, Inc.

Prologis, L.P.

Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934

At December 31, 2021, Prologis, Inc. (the “Parent”) and Prologis, L.P., meaning Prologis, L.P. and its consolidated subsidiaries (the “Operating Partnership” or “OP”), had three outstanding classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (“Exchange Act”): common stock, 3.000% Notes due 2026 and 2.250% Notes due 2029.

Additionally, the OP holds a 100% indirect ownership in three finance subsidiaries, Prologis Euro Finance LLC, Prologis Yen Finance LLC and Prologis Sterling Finance LLC, which had ten outstanding classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: 0.250% Notes due 2027, 0.375% Notes due 2028, 1.875% Notes due 2029, 0.625% Notes due 2031, 0.500% Notes due 2032,1.000% Notes due 2035, 1.000% Notes due 2041, 1.500% Notes due 2049 and two sets of Floating Rate Notes due 2022.

The terms “the Company,” “Prologis,” “we,” “our” or “us” means the Parent and OP collectively.

Description of Capital Stock

The following description of our common stock and Series Q preferred stock (“preferred stock”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our Articles of Incorporation of Prologis and related http://www.sec.gov/Archives/edgar/data/1045609/0000950149-97-001735.txtArticles of Amendment (both “Articles of Incorporation”), our http://www.sec.gov/Archives/edgar/data/1045609/0000950149-97-001735.txthttp://www.sec.gov/Archives/edgar/data/1045609/000119312512217927/d347761dex31.htmArticles Supplementary, establishing and fixing the rights and preferences of the Series Q Cumulative Redeemable Preferred Stock of Prologis and related http://www.sec.gov/Archives/edgar/data/1045609/0000950149-97-001735.txthttp://www.sec.gov/Archives/edgar/data/1045609/000119312512217927/d347761dex31.htmhttp://www.sec.gov/Archives/edgar/data/1045609/000089882211000421/articlessupplementary-series.htmArticles Supplementary and http://www.sec.gov/Archives/edgar/data/1045609/0000950149-97-001735.txthttp://www.sec.gov/Archives/edgar/data/1045609/000119312512217927/d347761dex31.htmhttp://www.sec.gov/Archives/edgar/data/1045609/000089882211000421/articlessupplementary-series.htmhttp://www.sec.gov/Archives/edgar/data/1045609/000119312514129465/d703592dex31.htmArticles of Amendment (both “Articles Supplementary”) and http://www.sec.gov/Archives/edgar/data/1045609/0000950149-97-001735.txthttp://www.sec.gov/Archives/edgar/data/1045609/000119312512217927/d347761dex31.htmhttp://www.sec.gov/Archives/edgar/data/1045609/000089882211000421/articlessupplementary-series.htmhttp://www.sec.gov/Archives/edgar/data/1045609/000119312514129465/d703592dex31.htmhttp://www.sec.gov/Archives/edgar/data/1045609/000119312520132374/d829961dex31.htmNinth Amended and Restated Bylaws of Prologis, Inc. (“Bylaws”), each of which are incorporated by reference herein and as an exhibit to our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”). We encourage you to read our Articles of Incorporation, Articles Supplementary, Bylaws and the applicable provisions of the Maryland General Corporation Law (“MGCL”) and Delaware General Corporation Law (“DGCL”) for additional information.

Authorized Capital Stock

General. Our authorized capital stock consists of 2,000,000,000 shares of common stock at a par value of $0.01 per share and 100,000,000 shares of preferred stock at a par value of $0.01 per share.

Common Stock

Shares Outstanding. The outstanding shares of our common stock are duly authorized, validly issued, fully paid and nonassessable. Our common stock is listed under the New York Stock Exchange under the symbol “PLD.” The transfer agent and securities registrar for our common stock is Computershare Trust Company, N.A.

Unissued Common Stock. The Articles of Incorporation authorize the board of directors (the “Board”) to reclassify any unissued shares of common stock into other classes or series of classes of stock and to establish the number of shares in each class or series and to set the preferences, conversion and other rights, voting powers, restrictions, limitations and restrictions on ownership, limitations as to dividends or other distributions, qualifications and terms or conditions of redemption for each such class or series.

The issuance of any shares of common stock in future financings, acquisitions or otherwise may result in dilution of voting power and relative equity interest of the holders of shares of our common stock and will subject our common stock to prior dividend and liquidation rights of the outstanding shares of the series of preferred stock.

Restrictions on Ownership. Prologis generally will prohibit ownership by a single stockholder to no more than 9.8% (by value or number of shares, whichever is more restrictive) of the issued and outstanding shares of common stock.

Dividend Rights. The Board may declare and pay dividends on our common stock out of funds legally available for that purpose, subject to the rights of holders of preferred stock, as described below.

Voting Rights. Each outstanding share of common stock will entitle the holder to one vote for all matters submitted to stockholders for a vote at every meeting of the stockholders, including the election of directors. The holders of such shares will possess the exclusive voting power, subject to any resolution adopted by the Board with respect to any other class or series of stock establishing the designation, powers, preferences and relative, participating, optional or other special rights and powers of such series.

Holders may vote in person, authorize another person or persons to act by proxy. A majority of the stock issued and outstanding and entitled to vote at any meeting of stockholders, shall constitute a quorum. A quorum, once established, shall be sufficient to approve

any matter which may properly come before the meeting. Additionally, under MGCL, we generally cannot dissolve, amend our Articles of Incorporation or Bylaws, merge, sell all or substantially all of our assets, engage in a share exchange or similar transaction in the ordinary course of business unless approved by the affirmative vote of the stockholders holding at least two-thirds of the shares entitled to vote on the matter and our Articles of Incorporation do not provide for a lesser percentage in any situation.

Voting for the Election of Directors. Each director is to be elected by the vote of the majority of votes cast with respect to that director’s election; provided, if the number of persons properly nominated to serve as directors exceeds the number of directors to be elected, then each director will be elected by the vote of a plurality of the shares present in person or by proxy at the meeting and entitled to vote on the election of directors.

Rights and Preferences. Holders of shares of common stock will not have any conversion, exchange, sinking or retirement fund, redemption or appraisal rights or any preemptive rights to subscribe for any securities of the Company or cumulative voting rights in the election of directors.

Rights Upon Liquidation. Upon liquidation, the holders of our common stock are entitled to share ratably in assets available for distribution to stockholders after satisfaction of any liquidation preferences of any outstanding preferred stock.

Preferred Stock

Shares Outstanding. The outstanding shares of our preferred stock are duly authorized, validly issued, fully paid and nonassessable. Under our Articles of Incorporation, without further stockholder action, the Board is authorized, subject to any limitations prescribed by MGCL and DGCL, to provide for the issuance of the shares of preferred stock in one or more series, to establish from time to time the number of shares to be included in such series, to fix the designation, powers, preferences and rights of the shares of each such series and any qualifications, limitations and restrictions thereof.

Restriction on Ownership. No person or persons acting as a group at any time may directly or indirectly acquire ownership of more than 25% of the outstanding preferred stock or Prologis may redeem such shares from the holder or holders within 10 days of becoming aware of such activity.

Redemption Provisions. Prior to November 13, 2026, preferred stock will not be redeemable by Prologis, however, after this date at the option of Prologis, we may redeem the shares in whole at a redemption price of $50 per share. If full cumulative dividends on the preferred stock have not been declared and paid or declared and set apart for payment, they may not be redeemed at the option of Prologis except to enforce the ownership restrictions described above as well as to preserve its tax status.

Dividend Rights. The annual dividend rate is 8.54% per share and dividends are payable in arrears. 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.

Voting Rights. The voting rights of preferred stock are limited. If and whenever six quarterly dividends payable on the preferred stock is in arrears, whether or not earned or declared, the number of directors then constituting the Board will be increased by two and the holders of preferred stock, together with the holders of shares of every other class, voting as a single class, regardless of class or series will be entitled to elect two additional directors to serve at annual meeting of stockholders or special meeting held in place thereof. The affirmative vote of at least 66 2/3% of the votes entitled to be case by the holders of the preferred stock is required to approve: (i) any changes to the Articles of Incorporation or Articles Supplementary that materially and adversely affects the voting powers, rights or preferences of the preferred stock; (ii) any share exchange, consolidation, or merger that materially and adversely affects the holders of the preferred stock and; (iii) the authorization, reclassification or creation of, or the increase in the authorized amount of, any security ranking senior to the preferred stock in the distribution of assets on any liquidation, dissolution or winding up of the Company or in the payment of dividends.

Rights and Preferences. The preferred stock is not entitled to the benefits of any retirement of sinking fund and the holders have no conversion, redemption or preemption rights.

Rights Upon Liquidation. Preferred stockholders receive a liquidation preference of $50 per share.

Anti-takeover Effects of Certain Provisions of the Articles of Incorporation and Bylaws

General. Our Articles of Incorporation and Bylaws contain certain provisions, including our ability to limit the actual or constructive ownership of shares of capital stock that may be deemed to have an anti-takeover effect and may delay, deter or prevent a tender offer or take-over attempt that a stockholder might consider in its best interest, including those attempts that might result in premium over the market price for the shares held by the stockholders.

Business Combinations and Control Share Acquisitions Statues. In the Prologis’ Bylaws we have elected not to be governed by the "business combination" provision of the MGCL or the "control share acquisition" provisions of the MGCL, which could have the effect of delaying or preventing a change of control of the Company. The Bylaws provide that the Company cannot at a future date determine to be governed by either such provision without the approval of a majority of the outstanding shares entitled to vote. In addition, such irrevocable resolution adopted by the Board may only be changed by the approval of a majority of the outstanding shares entitled to vote.

Description of Debt Securities of Prologis, Inc. and Prologis, L.P.

The following description of our debt securities is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the 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 (“Base Indenture” and as supplemented by the First, Second, Third, Fourth, Fifth, Six, Seventh and Eighth Supplemental Indentures thereto, which are referred to herein as the “Indenture”) and Officers’ Certificates and Forms of Notes incorporated by reference herein and as exhibits to our most recent Annual Report on Form 10-K filed with the SEC.

General

The following listing summarizes our six classes of notes (“Notes”) registered under Section 12 of the Exchange Act and are denominated in U.S. dollar, euro and British pound sterling and their related documents comprising their respective terms as filed with the SEC:

3.000% Notes due 2026<br><br><br><br><br><br>On June 2, 2014, we issued debt of €500,000,000 aggregate principal amount bearing an interest rate of 3.000% per annum and maturing on June 2, 2026. The notes are listed under the New York Stock Exchange under the symbol “PLD/26.”
Related Documents Incorporated by Reference
Form of Officers’ Certificate related to the 3.000% Notes due 2026<br><br><br>Form of 3.000% Notes due 2026
2.250% Notes due 2029<br><br><br><br><br><br>On June 7, 2017, we issued debt of £500,000,000 aggregate principal amount bearing an interest rate of 2.250% per annum and maturing on June 30, 2029. The notes are listed under the New York Stock Exchange under the symbol “PLD/29.”
Related Documents Incorporated by Reference
Form of Eighth Supplemental Indenture among Prologis, Inc., Prologis, L.P., U.S. Bank National Association and Elavon Financial Services DAC, UK Branch<br><br><br>Form of Officers’ Certificate related to the 2.250% Notes due 2029<br><br><br>Form of 2.250% Notes due 2029

The Indenture

General. All Notes are unsecured and unsubordinated obligations of Prologis underneath the Indenture, as defined above. The Notes are issuable in registered form in the form set out in the Indenture with coupons in denominations of $100,000 and any integral multiple of $1,000 in excess thereof for U.S. dollar-denominated notes, €100,000 and any integral multiple of €1,000 in excess thereof for euro-denominated notes and £100,000 and any integral multiple of £1,000 in excess thereof for British pound sterling-denominated notes. None of the Notes are redeemable or convertible at the option of the holders. The Notes do not provide for any sinking fund or analogous provision and are not to be issued upon the exercise of debt warrants.

Issuance of Additional Notes. The aggregate principal amount of the Notes which may be authenticated and delivered under the Indenture is unlimited. The Notes may be issued in one or more series. The additional series would be established pursuant to one or more Board Resolutions or supplemental indentures.

Trustee. The U.S. Bank National Association is the trustee for all securities issued under the Indenture, including the Notes, and is referred to herein as the Trustee.

Paying Agent, Transfer Agent and Security Registrar. The U.S. dollar-denominated notes define the paying agent as any person authorized by Prologis to pay the principal of or any interest on any securities on behalf of Prologis or if no such person is authorized, the paying agent is Prologis. The U.S. dollar-denominated notes also define the transfer agent and security registrar as the Trustee. The euro-denominated notes define the European paying agent and transfer agent as Elavon Financial Services Limited, UK Branch and the European security registrar as Elavon Financial Services Limited. The British pound sterling-denominated notes define U.S. Bank National Association as the transfer agent and security registrar and Elavon Financial Services DAC, UK Branch as the paying agent.

Voting Rights. To be entitled to vote at any meeting of the holders of the Notes, a person must be a holder of one or more series of Notes or a person appointed by an instrument in writing as a proxy for a holder or holders of one or more such series. At any meeting each holder will be entitled to one vote for each $1,000 principal amount of the Notes.

Purposes for Which Meetings May Be Called. A meeting of holders may be called at any time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action. A quorum for a meeting is defined when there is a majority of persons entitled to vote in principal amount of the total Notes. In the absence of a quorum within thirty minutes of the appointed meeting, the meeting will be dissolved or adjourned for a period of 10 days or less. Any resolution presented to a meeting or an

adjourned meeting for which a quorum is present may be adopted by the affirmative vote of the holders of a majority in principal amount of the Notes and may become binding for all holders, whether present, not present or represented at the meeting.

The Trustee may make reasonable regulations as it may deem advisable at any meetings in regard to proof of the holding of the Notes, the appointment or proxies, the duties of inspectors of the votes, other evidence of the right to vote and other such matters concerning conduct, including the appointment of a temporary chairman.

Execution of Supplemental Indentures. The Trustee may enter into a supplemental indenture for the purpose of adding, changing or eliminating any provisions to the Base Indenture or related supplemental indentures or to modify the rights of the holders and any related guarantees provided. To do so, the Trustee receives the consent of the holders of not less than a majority in principal amount of all Notes.

Redemption Provisions. The Notes are redeemable in whole at any time at the option of Prologis at a redemption price of equal to the greater of 100% of the principal amount (“Make-Whole Amount’) or the sum of the present values of the remaining scheduled payments of principal and interest on the Notes to be redeemed discounted to the date of the redemption on an annual basis at the applicable comparable governmental bond rate plus 20 basis points (“Redemption Price”). If the notes are redeemed on or after a certain time frame as defined in each note, the price is 100% of the principal amount.

Payment of Additional Amounts Upon Redemption. All repayments of the Notes will be made by or on behalf of the Company without withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the United States (“U.S.”) or any taxing authority thereof or therein, unless such withholding or deduction is required by law. If such withholding or deduction is required by law, Prologis will pay to a holder who is not a U.S. person such additional amounts (the “Additional Amounts”) on the Notes as are necessary in order that the net payment by the Company or the paying agent of the principal of, and premium (“Tax Redemption Price”), if any, and interest on, the Notes to such holder, after such withholding or deduction, will not be less than the amount provided in the Notes to be then due and payable; provided, however, that the foregoing obligation to pay the Additional Amounts will not apply to certain items as defined in the Indenture.

Issuance in Euro and British Pound Sterling. Excluding the U.S. dollar-denominated notes, the principal, interest and related Additional Amounts on the euro-denominated and British pound sterling-denominated notes (or Make-Whole Amount, Redemption Price or Tax Redemption Price) is payable in euro or British pound sterling, as applicable in each note’s terms. If the euro or British pound sterling is unavailable due to the imposition of exchange controls or other circumstances beyond the Company’s control, then all payments in respect of the notes will be made in U.S. dollars until the euro or British pound sterling is again available to Prologis. The amount payable on any date in euros or British pound sterling will be converted to U.S. dollars on the second business day, which is not weekend day or a day on which banking institutions in The City of New York or London are authorized or required by law, regulation or executive order to close and on which the Trans-European Automated Real-Time Gross Settlement Express Transfer system is open. The rate used would be:

(1)	the Market Exchange Rate for euro, which is the noon buying rate in The City of New York for cable transfers of euros as certified for customs; or the most recently available Market Exchange Rate on or before payment is due; or
(2)	the rate mandated by the Board of Governors of the Federal Reserve system for British pound sterling, which is based on the most recent U.S. dollar/British pound sterling exchange rate published in The Wall Street Journal. If there is no published exchange rate, the rate is determined at Prologis’ sole discretion for British pound sterling.
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Any payment in respect of the euro-denominated and British pound sterling-denominated notes made in U.S. dollars will not constitute an Event of Default, as defined below, under the Indenture. Neither the Trustee nor the paying agent is responsible for obtaining exchange rates, effecting conversions or otherwise handling redenomination’s.

Covenants. Under the Indenture, Prologis must maintain specific covenants on a quarterly basis to incur additional debt and continue to perform under the Indenture and not create an Event of Default, including:

(1)	all outstanding debt of Prologis on a consolidated basis in accordance with U.S. generally accepted accounting principles must be less than 60% of the sum of total assets as of the quarter covered by the Annual Report on Form 10-K or Quarterly Report on Form 10-Q;
(2)	the consolidated income available for debt service, as defined in the Indenture, to the annual debt service charge for four consecutive fiscal quarters as of the most recently ended period must be greater than 1.5, on a pro forma basis after giving effect to the application of proceeds from the incurrence or refinance of additional debt had it occurred at the beginning of such period;
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(3)	the total unencumbered assets may not at any time be equal to or less than 150% of the aggregate outstanding principal amount of the unsecured debt;
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(4)	total debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property to total assets cannot be equal to or greater than 40% of all outstanding debt; and
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(5)	debt will be deemed to be incurred by the Company or subsidiary whenever the Company or subsidiary will create, assume, guarantee or otherwise become liable.
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Events of Default. As described in the Indenture, there are many reasons for events of default, including but not limited to default in payment of principal and any premium when a series of Notes is due and payable at maturity, default in the payment of interest or any Additional Amounts payable, default in performance or breach of any covenant or warranty of the Company in the Indenture, default of other indebtedness of the Company, the court entering into a final judgment or decree in an aggregate amount, excluding insurance, in excess of $50,000,000 and such charges remaining for 60 days and the court entering into an order or decree of bankruptcy law.

If an event of default under the Indenture with respect to a series of debt securities occurs and is continuing, then in every such case, unless the principal of the debt securities of such series shall already have become due and payable, the trustee or the holders of not less than 25% in principal amount of such series of debt securities may declare the principal and the make-whole amount on the debt securities of such series to be due and payable immediately by written notice to the Operating Partnership that payment of the debt securities is due, and to the trustee if given by the holders.

Subject to provisions in the Indenture relating to its duties in case of default, the trustee is under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any holders of any series of debt securities then outstanding under the Indenture, unless such holders shall have offered to the trustee reasonable security or indemnity. The holders of not less than a majority in principal amount of the debt securities of a series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or of exercising any trust or power conferred upon the trustee with respect to that series. However, the trustee may refuse to follow any direction which is in conflict with any law or the Indenture, which may involve the trustee in personal liability or which may be unduly prejudicial to the holders of the debt securities not joining in the proceeding.

Description of Debt Securities of Prologis Euro Finance LLC, Prologis Yen Finance LLC and Prologis Sterling Finance LLC

In 2018, we formed finance subsidiaries as part of our operations in Europe (Prologis Euro Finance LLC), Japan (Prologis Yen Finance LLC) and the United Kingdom (Prologis Sterling Finance LLC). These entities are 100% indirectly owned by the OP and all unsecured debt issued or to be issued by each entity is or will be fully and unconditionally guaranteed by the OP. There are no restrictions or limits on the OP’s ability to obtain funds from its subsidiaries by dividend or loan. In reliance on Rule 3-10 of Regulation S-X, the separate financial statements of Prologis Euro Finance LLC, Prologis Yen Finance LLC and Prologis Sterling Finance LLC are not provided in our Annual Report on Form 10-K and Quarterly Report on Form 10-Q as the finance subsidiaries are entities bearing no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the securities being registered and any securities guaranteed by the OP. As the debt securities of Prologis Euro Finance LLC listed in this exhibit are unconditionally guaranteed and 100% indirectly owned by the OP we consider them other securities of the OP for purposes of this exhibit. At December 31, 2021, there were no securities issued by either Prologis Yen Finance LLC or Prologis Sterling Finance LLC that have been registered under Section 12 of the Exchange Act.

The following description of our debt securities issued by Prologis Euro Finance LLC is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to the Indenture, dated as of August 1, 2018 by and among Prologis Euro Finance LLC, as issuer, the OP, as guarantor, and U.S. Bank National Association, as trustee (“Finance Subsidiary Base Indenture” and as supplemented by the First and Second Supplemental Indentures thereto, which are collectively referred to herein as the “Finance Subsidiary Indenture”) and Officers’ Certificates and Forms of Notes incorporated by reference herein and as exhibits to our most recent Annual Report on Form 10-K filed with the SEC.

General

The following listing summarizes all notes issued by Prologis Euro Finance LLC (“Finance Subsidiary Notes”) registered under Section 12 of the Exchange Act and are denominated in euros and related documents comprising their respective terms as filed with the SEC:

Prologis Euro Finance LLC<br><br><br><br><br><br>Floating Rate Notes due 2022 (“2022 Notes – February”)<br><br><br><br><br><br>On February 6, 2020, we issued debt of €150,000,000 aggregate principal amount bearing an interest rate of Euribor + 0.280% per annum and maturing on February 6, 2022. The notes are listed under the New York Stock Exchange under the symbol “PLD/22B”.
Related Documents Incorporated by Reference
Form of Officers’ Certificate related to the Floating Rate Notes due 2022<br><br><br>Form of Floating Notes due 2022
Floating Rate Notes due 2022 (“2022 Notes – December”)<br><br><br><br><br><br>On December 23, 2020, we issued debt of €300,000,000 aggregate principal amount bearing an interest rate of Euribor + 0.280% per annum and maturing on December 23, 2022. The notes are listed under the New York Stock Exchange under the symbol “PLD/22”.
Related Documents Incorporated by Reference
Form of Officers’ Certificate related to the Floating Rate Notes due 2022<br><br><br>Form of Floating Notes due 2022
0.250% Notes due 2027 (“2027 Notes”)<br><br><br><br><br><br>On September 10, 2019, we issued debt of €600,000,000 aggregate principal amount bearing an interest rate of Euribor + 0.250% per annum and maturing on September 10, 2027. The notes are listed under the New York Stock Exchange under the symbol “PLD/27”.
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Related Documents Incorporated by Reference
Form of Officers’ Certificate related to the 0.250% Notes due 2027<br><br><br>Form of 0.250% Notes due 2027
0.375% Notes due 2028 (“2028 Notes”)<br><br><br><br><br><br>On February 6, 2020, we issued debt of €550,000,000 aggregate principal amount bearing an interest rate of 0.375% per annum and maturing on February 6, 2028. The notes are listed under the New York Stock Exchange under the symbol “PLD/28”.
Related Documents Incorporated by Reference
Form of Officers’ Certificate related to the 0.375% Notes due 2028<br><br><br>Form of 0.375% Notes due 2028
1.875% Notes due 2029 (“2029 Notes”)<br><br><br><br><br><br>On August 1, 2018, we issued debt of €700,000,000 aggregate principal amount bearing an interest rate of 1.875% per annum and maturing on January 5, 2029. The notes are listed under the New York Stock Exchange under the symbol “PLD/29A”.
Related Documents Incorporated by Reference
First Supplemental Indenture, dated as of August 1, 2018, among Prologis Euro Finance LLC, Prologis, L.P., U.S. Bank National Association and Elavon financial Services DAC, UK Branch.<br><br><br>Form of Officers’ Certificate related to the 1.875% Notes due 2029<br><br><br>Form of 1.875% Notes due 2029
0.625% Notes due 2031 (“2031 Notes”)<br><br><br><br><br><br>On September 10, 2019, we issued debt of €700,000,000 aggregate principal amount bearing an interest rate of 0.625% per annum and maturing on September 10, 2031. The notes are listed under the New York Stock Exchange under the symbol “PLD/31”.
Related Documents Incorporated by Reference
Form of Officers’ Certificate related to the 0.625% Notes due 2031<br><br><br>Form of 0.625% Notes due 2031
0.500% Notes due 2032 (“2032 Notes”)<br><br><br><br><br><br>On February 16, 2021 we issued debt of €850,000,000 aggregate principal amount bearing an interest rate of 0.500% per annum and maturing on February 16, 2032. The notes are listed under the New York Stock Exchange under the symbol “PLD/32”.
Related Documents Incorporated by Reference
Form of Officers’ Certificate related to the 0.500% Notes due 2032<br><br><br>Form of 0.500% Notes due 2032
1.000% Notes due 2035 (“2035 Notes”)<br><br><br><br><br><br>On February 6, 2020, we issued debt of €650,000,000 aggregate principal amount bearing an interest rate of 1.000% per annum and maturing on February 6, 2035. The notes are listed under the New York Stock Exchange under the symbol “PLD/35”.
Related Documents Incorporated by Reference
Form of Officers’ Certificate related to the 1.000% Notes due 2035<br><br><br>Form of 1.000% Notes due 2035
1.000% Notes due 2041 (“2041 Notes”)<br><br><br><br><br><br>On February 16, 2021 we issued debt of €500,000,000 aggregate principal amount bearing an interest rate of 1.000% per annum and maturing on February 16, 2041. The notes are listed under the New York Stock Exchange under the symbol “PLD/41”.
Related Documents Incorporated by Reference
Form of Officers’ Certificate related to the 1.000% Notes due 2041<br><br><br>Form of 1.000% Notes due 2041
1.500% Notes due 2049 (“2049 Notes”)<br><br><br><br><br><br>On September 10, 2019, we issued debt of €500,000,000 aggregate principal amount bearing an interest rate of 1.500% per annum and maturing on September 10, 2049. The notes are listed under the New York Stock Exchange under the symbol “PLD/49”.
---
Related Documents Incorporated by Reference
Form of Officers’ Certificate related to the 1.500% Notes due 2049<br><br><br>Form of 1.500% Notes due 2049

The Finance Subsidiary Indenture

General. All Finance Subsidiary Notes are unsecured and unsubordinated obligations of Prologis Euro Finance LLC. They are fully and unconditionally guaranteed by the OP pursuant to the Finance Subsidiary Indenture, as defined above. The Finance Subsidiary Notes are issuable in registered form in the form set out in the Finance Subsidiary Indenture with coupons in denominations of €100,000 and any integral multiple of €1,000 in excess thereof. None of the Finance Subsidiary Notes are redeemable or convertible at the option of the holders. The Finance Subsidiary Notes do not provide for any sinking fund or analogous provision and are not to be issued upon the exercise of debt warrants.

Issuance of Additional Notes. The aggregate principal amount of the Finance Subsidiary Notes which may be authenticated and delivered under the Finance Subsidiary Indenture is unlimited. The Finance Subsidiary Notes may be issued in one or more series. The additional series would be established pursuant to one or more Board Resolutions or supplemental indentures.

Trustee. The U.S. Bank National Association is the trustee for all securities issued under the Finance Subsidiary Indenture, including the Finance Subsidiary Notes, and is referred to herein as the Trustee.

Paying Agent, Transfer Agent and Security Registrar. The euro-denominated notes define the paying agent as Elavon Financial Services DAC, UK Branch and the transfer agent and security registrar as U.S. Bank National Association.

Voting Rights. To be entitled to vote at any meeting of the holders of the Finance Subsidiary Notes, a person must be a holder of one or more series of Finance Subsidiary Notes or a person appointed by a holder in writing as a proxy for a holder or holders of one or more such series. At any meeting each holder will be entitled to one vote for each $1,000 principal amount of the Finance Subsidiary Notes.

Purposes for Which Meetings May Be Called. A meeting of holders may be called at any time to make, give or take any request, demand, authorization, direction, notice, consent, waiver or other action. A quorum for a meeting is defined when there is a majority of persons entitled to vote in principal amount of the total Finance Subsidiary Notes. In the absence of a quorum within thirty minutes of the appointed meeting, the meeting will be dissolved or adjourned for a period of 10 days or less. Any resolution presented to a meeting or an adjourned meeting for which a quorum is present may be adopted by the affirmative vote of the holders of a majority in principal amount of the Finance Subsidiary Notes and may become binding for all holders, whether present, not present or represented at the meeting.

The Trustee may make reasonable regulations as it may deem advisable at any meetings in regard to proof of the holding of the Finance Subsidiary Notes, the appointment or proxies, the duties of inspectors of the votes, other evidence of the right to vote and other such matters concerning conduct, including the appointment of a temporary chairman.

Execution of Supplemental Indentures. The Trustee may enter into a supplemental indenture for the purpose of adding, changing or eliminating any provisions to the Finance Subsidiary Indenture or related supplemental indentures or to modify the rights of the holders and any related guarantees provided. To do so, the Trustee receives the consent of the holders of not less than a majority in principal amount of all Finance Subsidiary Notes affected by the proposed change.

Redemption Provisions. The euro-denominated notes are redeemable in whole at any time at the option of the OP at a redemption price of equal to the greater of 100% of the principal amount (“Make-Whole Amount’) or the sum of the present values of the remaining scheduled payments of principal and interest on the euro-denominated notes to be redeemed discounted to the date of the redemption on an annual basis at the applicable comparable governmental bond rate plus 20 basis points, in the case of the 2027 notes, 15 basis points, in the case of the 2028 notes, 25 basis points, in the case of the 2029 notes, 20 basis points, in the case of the 2031 notes, 20 basis points, in the case of the 2035 notes, and 30 basis points, in the case of the 2049 notes (“Redemption Price”). If the euro-denominated notes are redeemed on or after a certain time frame as defined in each note, the price is 100% of the principal amount.

Payment of Additional Amounts Upon Redemption. All repayments of the Finance Subsidiary Notes will be made by or on behalf of the finance subsidiaries without withholding or deduction for any present or future taxes, duties, assessments or governmental charges of whatever nature, imposed or levied by the U.S. or any taxing authority thereof or therein, unless such withholding or deduction is required by law. If such withholding or deduction is required by law, the finance subsidiaries will pay to a holder who is not a U.S. person such additional amounts (the “Additional Amounts”) on the Finance Subsidiary Notes as are necessary in order that the net payment by the finance subsidiary or the paying agent of the principal of, and premium (“Tax Redemption Price”), if any, and interest on, the Finance Subsidiary Notes to such holder, after such withholding or deduction, will not be less than the amount provided in the Finance Subsidiary Notes to be then due and payable; provided, however, that the foregoing obligation to pay Additional Amounts will not apply to certain items as defined in the Finance Subsidiary Indenture.

Issuance in Euro and Yen. The principal, interest and related Additional Amounts on the Finance Subsidiary Notes (or Make-Whole Amount, Redemption Price or Tax Redemption Price) is payable in euro. If the euro is unavailable due to the imposition of exchange controls or other circumstances beyond the control of Prologis Euro Finance LLC, then all payments in respect of the Finance Subsidiary Notes will be made in U.S. Dollars until the euro is again available to Prologis Euro Finance LLC. The amount payable on any date in euros will be converted to U.S. Dollars on the second business day, which is not weekend day or a day on which banking institutions in the cities of New York, London are authorized or obligated by law or executive order to close and on which the Trans-European Automated Real-Time Gross Settlement Express Transfer system is open. The rate used would be:

(1)	the rate mandated by the Board of Governors of the Federal Reserve System as of the close of business on the second business day prior to the relevant payment date; or
(2)	the most recent U.S. dollar/euro exchange rate published in The Wall Street Journal on or prior to the second business day prior to the relevant payment date if the Board of Governors of the Federal Reserve System has not announced a rate of conversion; or
---	---
(3)	the rate determined at the sole discretion of Prologis Euro Finance LLC on the basis of the most recently available market exchange rate for euro, in the event The Wall Street Journal has not published such exchange rate.
---	---

Any payment in respect of the Finance Subsidiary Notes made in U.S. dollars will not constitute an Event of Default, as defined below, under the Finance Subsidiary Indenture. Neither the Trustee nor the paying agent is responsible for obtaining exchange rates, effecting conversions or otherwise handling redenomination’s.

Covenants. Under the Finance Subsidiary Indenture, the OP must maintain specific covenants to incur additional debt and continue to perform under the Finance Subsidiaries Indenture and not create an Event of Default, including:

(1)	all outstanding debt of the OP on a consolidated basis in accordance with U.S. generally accepted accounting principles must be less than 60% of the sum of total assets as of the quarter covered by the Annual Report on Form 10-K or Quarterly Report on Form 10-Q;
(2)	the consolidated income available for debt service, as defined in the Finance Subsidiary Indenture, to the annual debt service charge for four consecutive fiscal quarters as of the most recently ended period must be greater than 1.5, on a pro forma basis after giving effect to the application of proceeds from the incurrence or refinance of additional debt had it occurred at the beginning of such period;
---	---
(3)	the total unencumbered assets may not at any time be equal to or less than 150% of the aggregate outstanding principal amount of the unsecured debt of the OP;
---	---
(4)	total debt secured by any mortgage, lien, charge, pledge, encumbrance or security interest of any kind upon any of the property to total assets cannot be equal to or greater than 40% of all outstanding debt of the OP; and
---	---
(5)	debt will be deemed to be incurred by the OP or subsidiary whenever the OP or subsidiary will create, assume, guarantee or otherwise become liable.
---	---

Events of Default. As described in the Finance Subsidiary Indenture, there are many reasons for events of default, including but not limited to default in payment of principal and any premium when a series of Finance Subsidiary Notes is due and payable at maturity, default in the payment of interest or any Additional Amounts payable, default in performance of any covenant of the Company in the Finance Subsidiary Indenture, default of other indebtedness of the Company, the court entering into a final judgment or decree in an aggregate amount, excluding insurance, in excess of $50,000,000 and such charges remaining for 60 days and the court entering into an order or decree of bankruptcy law.

If an event of default under the Finance Subsidiary Indenture with respect to a series of debt securities occurs and is continuing, then in every such case, unless the principal of the debt securities of such series shall already have become due and payable, the trustee or the holders of not less than 25% in principal amount of such series of debt securities may declare the principal and the make-whole amount on the debt securities of such series to be due and payable immediately by written notice to the Operating Partnership that payment of the debt securities is due, and to the trustee if given by the holders.

Subject to provisions in the Finance Subsidiary Indenture relating to its duties in case of default, the trustee is under no obligation to exercise any of its rights or powers under the Finance Subsidiary Indenture at the request or direction of any holders of any series of debt securities then outstanding under the Finance Subsidiary Indenture, unless such holders shall have offered to the trustee reasonable security or indemnity. The holders of not less than a majority in principal amount of the debt securities of a series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or of exercising any trust or power conferred upon the trustee with respect to that series. However, the trustee may refuse to follow any direction which is in conflict with any law or the Finance Subsidiary Indenture, which may involve the trustee in personal liability or which may be unduly prejudicial to the holders of the debt securities not joining in the proceeding.

pld-ex211_6.htm

EXHIBIT 21.1

SUBSIDIARIES OF PROLOGIS, INC. AND PROLOGIS L.P.

Prologis, L.P. is a direct subsidiary of Prologis, Inc. Prologis, L.P. and its 359 domestic and 224 foreign subsidiaries are in the real estate operations, development and strategic capital business. The following is a list of additional subsidiaries of Prologis, L.P. at December 31, 2021:

Name of Entity	Jurisdiction of <br>Organization
Entities that engage in real estate operations, development and strategic capital:
AMB Asia LLC and sixty-seven foreign subsidiaries	Delaware
DCT Industrial TRS Inc. and four subsidiaries	Delaware
DCT Industrial Value Fund I, Inc. and seventeen subsidiaries	Maryland
Liberty L.P. and its sixty-four domestic subsidiaries and sixteen foreign subsidiaries are direct subsidiaries of<br><br><br>Liberty Property Trust	Pennsylvania
Palmtree Acquisition Corporation and forty-four subsidiaries	Delaware
PLD-TRS Holding LLC and one subsidiary	Delaware
PLD GBP Finance LP	Delaware
PLD International Finance, LP and two domestic and three foreign subsidiaries	Delaware
PLD International Holding L.P. and one hundred seventeen foreign subsidiaries	Delaware
Prologis 2, L.P. and seven subsidiaries	Delaware
Prologis Brazil Logistics Partners Fund I, L.P. and six foreign subsidiaries	Delaware
Prologis USLV Operating Partnership, L.P. and one hundred eight subsidiaries	Delaware
Prologis Logistics Services Incorporated and twenty-eight domestic and thirty-one foreign subsidiaries	Delaware
Prologis UK Holdings S.A. and sixty-six foreign subsidiaries	Luxembourg
Entities that engage in providing management services:
Liberty Property Trust UK Ltd	United Kingdom
Prologis California Inc.	Delaware
Prologis Management LLC	Delaware
Prologis de Mexico S.A. de C.V.	Mexico
Prologis Japan Management LLC and two foreign subsidiaries	Delaware
Prologis Management Services Sarl and two foreign subsidiaries	Luxembourg
Prologis Directorship BV	Netherlands
Prologis Directorship II BV	Netherlands
Prologis Directorship Sarl	Luxembourg
Prologis B.V. and twelve foreign subsidiaries	Netherlands
Prologis Management B.V. and one foreign subsidiary	Netherlands
Prologis Norway Management AS	Norway
Prologis UK Financial Services Limited	United Kingdom
Prologis UK Limited	United Kingdom
PLD Finance Management LLC	Delaware
PLD Finance Management BV	Netherlands
Other entities:
Solutions Insurance Ltd.	Bermuda

pld-ex221_12.htm

Exhibit 22.1

GUARANTORS AND SUBSIDIARY ISSUERS OF GUARANTEED SECURITIES

Prologis, Inc.  has fully and unconditionally guaranteed the following securities identified in the table below:

Subsidiary Issuer	Guaranteed Securities
Prologis, L.P.	3.000% Notes due 2026<br><br><br>2.250% Notes due 2029
	3.875% Notes due 2028
	4.375% Notes due 2048

Prologis, L.P. has fully and unconditionally guaranteed the following securities identified in the table below:

Subsidiary Issuer	Guaranteed Securities
Prologis Euro Finance LLC	Floating Rate Notes due 2022 (February)<br><br><br>Floating Rate Notes due 2022 (December)<br><br><br>0.250% Notes due 2027<br><br><br>0.375% Notes due 2028<br><br><br>1.875% Notes due 2029<br><br><br>0.625% Notes due 2031<br><br><br>0.500% Notes due 2032<br><br><br>1.000% Notes due 2035<br><br><br>1.000% Notes due 2041<br><br><br>1.500% Notes due 2049
Prologis Yen Finance LLC	0.652% Notes due 2025<br><br><br>0.589% Notes due 2027<br><br><br>0.448% Notes due 2028<br><br><br>0.972% Notes due 2028<br><br><br>0.850% Notes due 2030<br><br><br>1.077% Notes due 2030<br><br><br>0.564% Notes due 2031<br><br><br>1.003% Notes due 2032<br><br><br>1.222% Notes due 2035<br><br><br>0.885% Notes due 2036<br><br><br>1.470% Notes due 2038<br><br><br>1.134% Notes due 2041<br><br><br>1.600% Notes due 2050<br><br><br>1.550% Notes due 2061

pld-ex231_13.htm

EXHIBIT 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Prologis, Inc.:

We consent to the incorporation by reference in Registration Statement No. 333-237366 on Form S-3; and Registration Statement Nos. 333-42015, 333-78779, 333-90042, 333-100214, 333-144489, 333-177378, 333-178955, 333-181529 and 333-238012 on Form S-8 of Prologis, Inc. of our reports dated February 9, 2022, with respect to the consolidated balance sheets of Prologis, Inc. and subsidiaries as of December 31, 2021 and 2020, and 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, 2021, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2021, which reports appear in the December 31, 2021 annual report on Form 10-K of Prologis, Inc. and Prologis, L.P.

/s/ KPMG LLP

Denver, Colorado

February 9, 2022

pld-ex232_7.htm

EXHIBIT 23.2

Consent of Independent Registered Public Accounting Firm

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

We consent to the incorporation by reference in Registration Statement No. 333-237366 on Form S-3; and Registration Statement No. 333-100214 on Form S-8 of Prologis, L.P. of our report dated February 9, 2022, with respect to the consolidated balance sheets of Prologis, L.P. and subsidiaries at December 31, 2021 and 2020, and 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, 2021, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), which report appears in the December 31, 2021 annual report on Form 10-K of Prologis, Inc. and Prologis, L.P.

/s/ KPMG LLP

Denver, Colorado

February 9, 2022

pld-ex311_10.htm

EXHIBIT 31.1

CERTIFICATION

I, Hamid R. Moghadam, certify that:

1.	I have reviewed this annual report on Form 10-K of Prologis, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures, (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
---	---
a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
---	---
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
---	---
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
---	---
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
Dated: February 9, 2022	By:	/s/ Hamid R. Moghadam
---	---	---
		Name: Hamid R. Moghadam
		Title: Chief Executive Officer

pld-ex312_9.htm

EXHIBIT 31.2

CERTIFICATION

I, Thomas S. Olinger, certify that:

1.	I have reviewed this annual report on Form 10-K of Prologis, Inc.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures, (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
---	---
a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
---	---
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
---	---
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
---	---
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
Dated: February 9, 2022	By:	/s/ Thomas S. Olinger
---	---	---
		Name: Thomas S. Olinger
		Title: Chief Financial Officer

pld-ex313_15.htm

EXHIBIT 31.3

CERTIFICATION

I, Hamid R. Moghadam, certify that:

1.	I have reviewed this annual report on Form 10-K of Prologis, L.P.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures, (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
---	---
a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
---	---
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
---	---
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
---	---
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
---	---
b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
---	---
Dated: February 9, 2022	By:	/s/ Hamid R. Moghadam
---	---	---
		Name: Hamid R. Moghadam
		Title: Chief Executive Officer

pld-ex314_11.htm

EXHIBIT 31.4

CERTIFICATION

I, Thomas S. Olinger, certify that:

1.	I have reviewed this annual report on Form 10-K of Prologis, L.P.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
---	---
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
---	---
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures, (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:
---	---
a)	Designed such disclosure controls and procedures or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
---	---
b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
---	---
c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
---	---
d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
---	---
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):
---	---
a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting, which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Dated: February 9, 2022	By:	/s/ Thomas S. Olinger
---	---	---
		Name: Thomas S. Olinger
		Title: Chief Financial Officer

pld-ex321_8.htm

EXHIBIT 32.1

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Prologis, Inc. (the “Company”), hereby certifies, to such officer’s knowledge, that the Company’s Annual Report on Form 10-K for the annual period ended December 31, 2021 (the “Report”), which accompanies these certifications, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 9, 2022	By:	/s/ Hamid R. Moghadam
		Name: Hamid R. Moghadam
		Title: Chief Executive Officer
Dated: February 9, 2022	By:	/s/ Thomas S. Olinger
		Name: Thomas S. Olinger
		Title: Chief Financial Officer

pld-ex322_16.htm

EXHIBIT 32.2

CERTIFICATION

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Prologis, L.P. (the “Company”), hereby certifies, to such officer’s knowledge, that the Company’s Annual Report on Form 10-K for the annual period ended December 31, 2021 (the “Report”), which accompanies these certifications, fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934, as amended and that the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 9, 2022	By:	/s/ Hamid R. Moghadam
		Name: Hamid R. Moghadam
		Title: Chief Executive Officer
Dated: February 9, 2022	By:	/s/ Thomas S. Olinger
		Name: Thomas S. Olinger
		Title: Chief Financial Officer