A Commitment to Corporate Responsibility
2 0 0 9 Corpor ate Res pons ibilit y REPORTCorporate Information

Executive Introduction [1.1–1.2]
Four years ago, we published our first Sustainability
Report, solidifying our commitment to what we
believe is the right thing to do—minimizing ourenvironmental impact and supporting local communities,
all while being a good steward of capital.
[1.1, 1.2] You may have noticed that we’ve recently altered the way in which werefer to our program, from Sustainability to Corporate Responsibility. We foundthat the term “sustainability” was increasingly being used to refer to environmental stewardship initiatives, and while our environmental efforts are a cornerstoneof our strategy, we wanted to ensure our stakeholders understand that ourapproach to being a good corporate citizen is broader than that.
This year’s report focuses on our corporate responsibility efforts during 2009, andyou’ll notice that we’ve continued to increase the depth and breadth of our commitment to environmental stewardship, social responsibility and ethical businesspractices.
With that in mind, I believe it is important to recognize that 2009 was one of
the most difficult years in the history of commercial real estate. The slowdown
in global economies caused a chain reaction of events across the industry that
included a lack of financing, lower valuations, decreasing occupancies anddeclining rents.

[EC0] During 2009, companies had to adapt to survive. At ProLogis, that meant

reducing debt and modifying our business to mitigate risk. We had to make somevery tough decisions related to the structure and operations of our company,
including redefining our approach to development and reducing our workforce.
Our actions and achievements in 2009 positioned us to address the continuingchallenges in market conditions and to capitalize on the opportunities that lie
ahead.

[EC0] Despite these challenging times, corporate responsibility is an initiative towhich ProLogis remains fully committed. In 2009, our employees donated time toserve countless charities and local organizations on a global scale—amounting to
an average of 3.6 volunteer hours given per employee. Research by the Boston
College Center for Corporate Citizenship shows the average among Fortune 500
companies is just under three hours of volunteer time per employee per year. We
are pleased of our efforts in 2009 and have established a goal to increase thisnumber to an average of four hours of charitable service per employee in 2010.

[EC0] Recognizing we are in a prime position to support our communities by

donating warehouse space and making it available at a reduced cost to not-forprofit groups in need, we increased our efforts in this area in 2009. An exampleof this is in South Florida where we gave warehouse space to the Salvation Army
to support the organization’s relief efforts following the destructive earthquake in
Haiti. Please find more information on this and other charitable efforts in our community engagement section.
Our unwavering commitment to green building practices continued in 2009. Andeven though our development activity decreased last year, we never lessened
our focus on providing high-quality and best-in-class distribution facilities.
For example, ProLogis received an exceptional green building certification in
Japan for a new development, ProLogis Parc Zama I. The building was certified
CASBEE Class S, the highest possible ranking under the CASBEE rating system.

Walter C. Rakowich
Chief Executive OfficerIn fact, this building is only the second building in Japan to have ever achieved
this outstanding designation.
And, our sustainable building efforts have not gone unnoticed in the UnitedStates. In 2009, NAIOP named ProLogis’ 432,000-square-foot distribution facility constructed for SC Johnson in Sturtevant, Wisconsin the 2009 Sustainable
Development of the Year. Moving forward, we will continue to look for ways that
we can raise the bar in our industry with regard to ingenuity and sustainable
design.
We understand that being a good company means encouraging and responding
to feedback from all of our stakeholders. Along this vein in 2009, we establisheda Customer Advisory Board to engage and align with our customers on a morestrategic level. For more on this group, please see our Stakeholder Engagement
section.
ProLogis remains committed to maintaining high ethical and corporate governance standards. To further enhance our efforts in this regard, we engaged with
the RiskMetrics Group in 2009 to assist us in ensuring our governance policies
are in line with industry best practices.
We are very proud of our accomplishments and hope you enjoy reading about
our ongoing progress. If you have any feedback, we welcome your comments.
Walter C. Rakowich
Chief Executive Officer

Corporate Information

Company Overview[2.1–2.3] ProLogis is a leading global provider of distribution facilities, with morethan 475 million square feet of industrial space (44 million square meters) inmarkets across North America, Europe and Asia. We lease our industrial facilities
to more than 4,400 customers, including manufacturers, retailers, transportationcompanies, third-party logistics providers and other enterprises with large-scale
distribution needs.
[2.4, 2.5, 2.7] ProLogis is a global company with world headquarters located in

Denver, Colorado, U.S.A. Our European headquarters is located in the Grand
Duchy of Luxembourg with our European customer service headquarters locatedin Amsterdam, the Netherlands. Our primary office in Asia is located in Tokyo,
Japan. We have a presence in 18 countries and have more than 1,100 employees
worldwide.

Our Global Presence [2.5, 2.7]
[2.8, EC1] Information on the company’s financial performance, dividend and mar-ket capitalization can be found by visiting http://ir.prologis.com.

[2.9] In response to the seismic shifts in global capital markets and economies
during the second half of 2008, ProLogis developed an action plan to de-leverageand de-risk the company. One of our key priorities for navigating through thisenvironment was to enhance liquidity by reducing debt. We began 2009 with thisaction plan and aggressive goals related to asset dispositions, debt reduction anddevelopment portfolio leasing.
[2.9] Among ProLogis’ specific goals for 2009 were to reduce debt by $2 billion
and complete $1.5 to $1.7 billion of asset dispositions and contributions to property funds (exclusive of the sale of certain Asian operations). At year end 2009,
we had reduced debt by $2.7 billion and had completed $1.53 billion of property
dispositions and contributions.
[2.9] In addition, one major transaction included the sale of ProLogis’ assets in
China, as well as our 20 percent interest in Japanese property funds. The decision to sell these assets in Asia was driven by our ability to accomplish a significant portfolio sale quickly. Upon closing, the transaction generated $1.35 billion.
[2.9] We also undertook a comprehensive effort to retain capital by reducing
spending as well as general and administrative expenses. As a result, we

ProLogis Parc Narashino
Chiba, Japan

undertook a significant reduction in our workforce in 2009. Details on this reduction in force can be found in our section on Employee Engagement [LA2].
[2.9] We are pleased to have accomplished our goals, putting the company on firm
financial footing and positioning us to take advantage of opportunities as market
conditions improve. While most of these adjustments were not easy, with thissubstantial de-leveraging and de-risking progress under our belts, we are now
focused on building our business for the future.
[2.6] ProLogis is a Maryland real estate investment trust, and we have elected tobe taxed as such under the Internal Revenue Code of 1986, as amended. We
were formed in 1991, primarily as a long-term owner of industrial distribution
space operating in the United States. Over time, our business strategy evolved toinclude the development of properties for contribution to property funds in which
we maintain an ownership interest, and the management of those property funds
and the properties they own. Currently, our business is organized into two reportable business segments: direct-owned and investment management.

DIRECT-OWNED ASSETS[2.3] Our direct-owned segment represents the long-term ownership of industrial
properties. Our investment strategy in this segment focuses primarily on the ownership and leasing of industrial and retail properties in key distribution markets.
We consider these properties to be our Core Properties and refer to them as
Completed Development Properties. We also have industrial properties that are
currently under development and land available for development, the majority ofwhich we plan to hold and use in this segment.
By retaining more of our development assets, we will improve the geographic
diversification of our direct owned properties, as most of our planned development is in international markets. We expect to resume approximately $700 to$800 million of new development activity in 2010 primarily related to build-to-suit
opportunities for customers whose needs are not met by the existing inventory of
distribution space. We plan to fund this development activity by generating proceeds through selective sales of primarily US real estate properties and land.
INVESTMENT MANAGEMENT[2.3] ProLogis is more than a developer of distribution warehouses. It is also a

strategic partner to some of the world’s largest and most sophisticated real estate
investment companies.
ProLogis manages 14 private funds composed of high-quality industrial realestate assets all over the world. ProLogis aligns its interests with those of its
property fund partners by holding a significant equity stake in all of its funds, inaddition to managing properties on each fund’s behalf. Major investors in our
private fund entities include pension funds, insurance companies and other large
institutional investors.
ProLogis also manages one publicly traded fund, ProLogis European Properties(Euronext: PEPR).
For additional information about the company’s property funds, please visit our
website: http://www.prologis.com/en/funds/default.aspx.
CATELLUS[2.3] Catellus Development Group is a business unit of ProLogis focused on

mixed-use and retail development and management in North America. In 2005,
Catellus merged with ProLogis; today, Catellus continues to manage its portfolioof mixed-use and retail properties under the umbrella of ProLogis.

Corporate Information

Independent Assurance Statement Supplement[3.13] This report has been subjected to an independent assurance by Two

Tomorrows, which also provided assurance for our 2008 report. In 2009, Two
Tomorrows merged with csrnetwork, the firm that provided assurance for our
two previous reports corresponding to activity in 2007 and 2006. In conducting
the assurance, Two Tomorrows evaluated the Materiality, Completeness andResponsiveness in the report related to the B+ level for the Global Reporting
Initiative G3 guidelines.

Two Tomorrows’ Independent Assurance Statement
SCOPE AND OBJECTIVES
Two Tomorrows (North America) Inc has undertaken independent assurance of
the ProLogis 2009 Corporate Responsibility Report (the Report). We conducted
our assurance against the Global Reporting Initiative (GRI) principles for successful reporting. Specifically, these are the Report Content Principles (Materiality,
Stakeholder Inclusiveness, Sustainability Context, and Completeness) and
the Report Quality Principles (Balance, Comparability, Accuracy, Timeliness,
Reliability, and Clarity). We were engaged to assess adherence of the Report tothese principles for all data and key claims with the exception of:• Financial performance and any information
contained in the annual financial filings• Specific case studies

RESPONSIBILITIES OF THE DIRECTORS OF PROLOGIS AND OF THE
ASSURANCE PROVIDERS
The directors of ProLogis have sole responsibility for the preparation of theReport. We were not involved in the preparation of any part of the Report. This is
the fourth year that we have provided assurance. We provide recommendations
on reporting and stakeholder engagement to ProLogis through the assurance
process as well as through separate workshops for management.
Our statement represents our independent opinion and is intended to inform allof ProLogis’ stakeholders including management. We adopt a balanced approach
towards all ProLogis stakeholders.
Our team comprised Todd Cort, Alex Nichols and Jennifer Rosenberg. Further
information, including individual competencies relating to the team can be found
at: www.twotomorrows.com
BASIS OF OUR OPINION
In order to form our opinion, we undertook the following activities:• We conducted interviews with a selection of senior managers responsible
for areas of management and stakeholder relationships covered by
the Report in Denver, CO. The objective of these discussions wasto understand ProLogis’ governance arrangements, stakeholder
engagement process, management priorities and systems;• We attended a meeting of the Sustainability Management Committee
to assess the process for identifying and acting on material issues;• We conducted a general review of issues raised by external parties
that could be relevant to ProLogis’ policies, to provide a checkon the appropriateness of statements made in the Report;• We visited one construction site in Oosterhout, Netherlands. During thesite visit, we interviewed local management and the contractor company

responsible for project management. Site-level sustainability data for
January through December 2009 was reviewed during the site visit;• We reviewed full 12-month sustainability data collated at the corporate
level, and claims made in the Report. We interviewed managers
responsible for internal data validation, reviewed their work processes
and undertook sample checks on consolidated sustainability data andalso sustainability data submitted by the Oosterhout project site;• We assessed the company claims with regard to reporting against
the GRI G3 voluntary standard for application level B.

FINDINGS
We reviewed and provided feedback on drafts of the Report and where necessary changes were made. On the basis of the work undertaken, nothing cameto our attention to suggest that the Report does not properly adhere to the GRI
Principles.
OBSERVATIONS
Without affecting our assurance opinion we also provide the following
observations.
Report Content Principles
Materiality—The information in a report should cover topics and indicatorsthat reflect the organization’s significant economic, environmental, and social
impacts, or that would substantively influence the assessments and decisions ofstakeholders• ProLogis provides information against a wide range of material issues
and it is notable that the ProLogis Report includes discussion of social,environmental and economic corporate responsibility aspects. We also notethat ProLogis has undertaken a systematic process to assess materiality
for the company—although this is not described in great detail within theReport. In the future, we recommend that ProLogis assess the materiality oflobbying practices of the trade groups in which the company is a member
as well as topics around employee health, safety and well-being.

Stakeholder Inclusiveness—The reporting organization should identify its stakeholders and explain in the report how it has responded to their reasonable expectations and interests• ProLogis effectively aligns its corporate responsibility performanceagainst the expectations of stakeholders. Of particular note are efforts
to understand and make effective decisions from employee andcustomer feedback. We also note the positive movement to develop a
Community Engagement Strategy in 2009, with implementation in 2010.
We look forward to the implementation of the strategy, specifically thechallenge of creating engagement mechanisms that are more effective
in promoting open dialogue between ProLogis and its communities.

Sustainability Context—The report should present the organization’s performancein the wider context of sustainability• We have no reason to believe that the ProLogis Report does notpresent proper context of sustainability. However, we recommend thatthe discussion of risk management processes in future reports makesa more explicit link to corporate responsibility decision-making criteria(e.g. the criteria incorporated into the ProLogis materiality process).

Completeness—Coverage of the material topics and indicators and definitionof the report boundary should be sufficient to reflect significant economic, environmental, and social impacts and enable stakeholders to assess the reportingorganization’s performance in the reporting period.

• Nothing came to our attention to indicate that the Report is not a complete
reflection of the material corporate responsibility aspects faced by ProLogis.

Report Quality Principles
Against the Report Quality Principles of Reliability, Accuracy, Clarity, Balance,
Comparability and Timeliness, we offer the following observations and recommendations:(definitions available at http://www.globalreporting.org/ReportingFramework/
G3Online/DefiningReportQuality/)• In terms of Comparability, ProLogis shows strong year on year reporting of
key performance indicators including explanations of significant changes
in performance and trends. To provide better context, we recommend that
more systematic benchmarks be reported along with performance data.
• To better meet the Clarity Principle, ProLogis might consider means
to improving the accessibility of corporate responsibility (e.g.
multiple languages, stakeholders without internet access).
Two Tomorrows (North America) Inc
San Francisco, California
March 17, 2010
Todd Cort
President

Two Tomorrows (North America) Inc trading as Two Tomorrows is the North and SouthAmerica Operating Company of the Two Tomorrows Group. The Two Tomorrows Groupwas formed from the merger of Csrnetwork and Sd3 in January 2009, Two Tomorrows is
an international consultancy that helps companies to perform better and create value by
doing business in a sustainable way. www.twotomorrows.com

Corporate Information

Report Guide[3.1–3.3] This is ProLogis’ fourth corporate responsibility report structured aroundthe GRI guidelines, which is global in scope and covers our activities in North
America, Europe and Asia during Fiscal Year 2009, except when otherwise
noted. ProLogis publishes its report on an annual basis; the last report was
published in April 2009 and covered Fiscal Year 2008. Continuing on our commitment to reducing energy consumption and use of natural resources, this year’s
report will be published only in an electronic format.

[3.10–3.11] Since our last report, there have been no re-statements of information
provided in the corporate responsibility-related disclosure. However, the seminal
events that led to one of the worst financial meltdowns in history have led to significant changes at ProLogis. The structure and operations of our company havechanged over the past 18 months, and as a result, our new construction activity
has been very limited. And after selling our assets in China, as well as 20 percent
interest in Japanese property funds [2.9], we recalculated our carbon footprint for2007 and 2008 (the first two years we calculated a global footprint) given our new
operational structure in Asia.
[3.5–3.8] The basis for reporting on other matters specific to the operations ofour business, including joint ventures, subsidiaries, leased facilities, outsourced
operations and other entities that can affect comparability from period to period,
can be found in ProLogis’ Annual Report on Form 10-K, which is filed with the
Securities and Exchange Commission and also is available in the SEC Filings
section of ProLogis’ website at: http://ir.prologis.com/sec.cfm.

[3.9] This report is intended to provide information about the most significant corporate responsibility-related impacts that arise from our business activities and is
focused on those over which we have the greatest degree of control or influence.

To the extent possible, we have included data from internal resources or with thehelp of our business partners. When original data was not available, we relied on
third-party sources for estimates.
[3.13] This report incorporates the most recent G3 Guidelines as released by the

Global Reporting Initiative (GRI) as a general framework for this report. GRI is
an international, multi-stakeholder network through which a recognized sustainability reporting framework has been developed. This
report has been externally assured and GRI-checked as meeting therequirements for GRI’s Application Level “B+”.

[3.4] Questions or feedback? Please contact ProLogis’ Investor

Relations department at +1 800-820-0181.

Methodology for Calculations and Measurements
ENERGY AND CARBON
Energy—Our preferred approach to understanding our energy consumption is
to obtain utility bills from our offices’ local utility company. If the utility account is
specific to our office, then these bills allow us to understand energy consumption
without any estimation.
If our office is part of a larger building and we do not have our own energy
meters, then we try to obtain energy bills for the entire building (typically from athird-party landlord). We assume our energy consumption is proportional to theamount of square footage we occupy. For example, if we occupy 10 percent of abuilding, we assume 10 percent of the building’s energy consumption is associated with our operations.

If we cannot obtain any utility data for an office, we estimate energy consumption
based on the square footage. For U.S. offices, we use data from the Chicago
Climate Exchange on average energy consumption per square foot of office bystate. For international offices, we use data from the Department of Energy on
average office energy consumption per square foot.
Travel—We prefer to measure our business travel by reports from third-party
travel agencies and service providers. For reimbursed use of personal vehicles
for business purposes, our Finance departments provide reports of reimbursed
mileage, based on data submitted via employee expense reports. If third-party or
Finance department reports are not available, we estimate travel based on our
understanding of employee travel. The latter is done for a small portion of ourtravel.
Carbon—To translate energy consumption and travel activity into carbon, we multiply our data by conversation factors provided in GHG Protocol tools provided by
the World Resources Institutive and the World Business Council for Sustainable
Development. Sources of these factors include the U.S. Environmental Projection
Agency; the UK Department for Environment, Food, and Rural Affairs; IPCC
Guidelines for National Greenhouse Gas Inventories; International Energy Data
Services and others.
HR DATAOur HR data is extracted from an internal PeopleSoft data management system.
This system includes data on full-time employees, part-time employees andcontractors. When an employee or contractor begins to work for ProLogis, information about this employee is entered into PeopleSoft, such as their employment
status, geographic location, age and sex.
RENEWABLE ENERGY
Capacity of renewable energy projects—The project designer will state theenergy capacity of the project on the as-built drawings. This information is broken
down to show the generation capacity per panel, which is provided by the panel
manufacturer.
Estimated power generation of renewable energy projects—This data is provided to ProLogis by the project designer and in some cases is confirmed by athird-party consultant specializing in the practice of estimating the generationof renewable energy projects. In some instances, the third-party provides theirprofessional stamp.
COMMUNITY DONATIONS AND VOLUNTEER HOURS
Community Donations—Foundation disbursements are tracked in Microsoft Excel
by our Legal department, which provides the annual total of disbursements madeto non-profit organizations. Donations from our corporate budget are tracked
using an internal website, populated by Corporate Responsibility Champions
and others involved in volunteer activities. This is verified against a report run by
Accounting for all expenses coded to “Contributions.” The value of donated spaceis tracked by property management. When entering into a new contract with acharity, ProLogis property managers enter into PeopleSoft the market value ofthe rented space and also the rent we actually charged. The difference (i.e., ourdonation) is calculated by PeopleSoft and we run a report to show this activity forthe previous year. In-kind donations are estimated by the manager of the donation and reported through Corporate Responsibility Champions.
Volunteer Hours—Employees who coordinate volunteer activity enter information
to an internal website that tracks the activity details—benefiting organization,
date of activity, description of event, etc. This includes the number of ProLogis
employees that participated and the number of hours volunteered in total by
ProLogis employees.

SPENDING ON LOCAL CONTRACTORSFor each of our global regions, we separated development costs by hardcosts, soft costs and land costs. This data was provided by our Development
Accounting department. Our hard costs are spent on contractors, allowing us tocalculate the percentage of total development costs spent on this group. We thenasked project management leadership in our global regions what percentage of
their contractors are locally based. We applied this percentage to the total contractor expenditure to estimate the amount spent on local contractors. By adding
global contractor expenditures and global local contractor expenditures, we calculated the percentage of corporate contractor expenditures that were spent locally.

Corporate Information

GRI Indicators
Environmental
EN0Management Approach Disclosure

EN1

Materials used by weight or volume

EN3

Direct energy consumption by primary energy source

EN4

Indirect energy consumption by primary source

EN5

Energy saved due to conservation and efficiency improvements

EN6

Initiatives to provide energy-efficient or renewable energy based products andservices, and reductions in energy requirements as a result of these initiatives

EN7

Initiatives to reduce indirect energy consumption and reductions achieved

EN13

Habitats protected or restored

EN14

Strategies, current actions, and future plans for managing impacts on biodiversity

EN16

Total direct and indirect greenhouse gas emissions by weight

EN17

Other relevant indirect green-house gas emissions by weight

EN18

Initiatives to reduce green-house gas emissions and reductions achieved

EN26 Initiatives to mitigate environmental impacts of products and services, and extent
of impact mitigation
EN28 Monetary value of significant fines and total number of non-monetary sanctions for
non-compliance with environmental laws and regulations
SocialHR0Management Approach Disclosure

HR4

Total number of incidents of discrimination and actions taken

LA0Management Approach Disclosure

LA1

Total workforce by employment type, employment contract, and region

LA2

Total number and rate of employee turnover by age group, gender and region

LA3

Benefits provided to full-time employees that are not provided to temporary or
part-time employees, by major operations

LA4

Percentage of employees covered by collective bargaining agreements

LA10

Average hours of training per year per employee by employee category

LA12

Percentage of employees receiving regular performance and career development
reviews

PR0

Management Approach Disclosure

PR1

Life cycle stages in which health and safety impacts of products and services areassessed for improvement, and percentage of significant products and services
categories subject to such procedures

PR5

Practices related to customer satisfaction, including results of surveys measuring
customer satisfaction

PR6

Programs for adherence to laws, standards and voluntary codes related to marketing communications, including advertising, promotion and sponsorship

PR7

Total number of incidents of non-compliance with regulations and voluntary codes
concerning marketing communications, including advertising, promotion and sponsorship by type of outcomes

SO0Management Approach Disclosure

SO1

Nature, scope, and effectiveness of any programs and practices that assess andmanage the impacts of operations on communities, including entering, operatingand exiting

SO3

Percentage of employees trained in organization’s anticorruption policies andprocedures

SO4

Actions taken in response to incidents of corruption

SO7

Total number of legal actions for anti-competitive behavior, anti-trust and monopoly practices and their outcomes

SO8

Monetary value of significant fines and total number of non-monetary sanctions for
non-compliance with laws and regulations

Economic Indicators
EC0

Management Approach Disclosure

EC1

Economic value generated and distributed, including revenues, operating costs,
employee compensation, donations and other community investments, retained
earnings and payments to capital providers and governments

EC2

Financial implications and other risks and opportunities for the organization’s
activities due to climate change

EC6

Policy, practices and proportion of spending on locally based suppliers at significant locations of operation

EC7

Procedures for local hiring and proportion of senior management hired from thelocal community at significant locations of operation

EC8

Development and impact of infrastructure investments and services provided
primarily for public benefit through commercial, in-kind or pro bono engagement

GRI Profile Indicators
1.1

Statement from the most senior decision-maker of the organization about therelevance of sustainability to the organization and its strategy. Statement shouldpresent the overall vision and strategy for short-, medium- and long-term

1.2

Description of the organization’s key impacts, risks and opportunities

2.1

Name of organization

2.2

Primary brands, products and/or services

2.3

Operational structure of the organization, including main divisions, operating companies, subsidiaries and joint ventures

2.4

Location of organization’s headquarters

2.5

Number of countries where the organization operates and names of countries witheither major operations or that are specifically relevant to the sustainability issues
covered in this report

2.6

Nature of ownership and legal form

2.7

Markets served, including geographic breakdown, sectors served, and types ofcustomers/beneficiaries

2.8

Scale of organization: employees, net sales, capitalization (debt and equity), quantity of products or services provided

2.9

Significant changes during reporting period regarding size, structure or ownership,including location of operations, facility openings/closings, changes in share capital structure, other capital maintenance and formation

2.10

Awards received during reporting period

3.1

Reporting period

3.2

Date of most recent previous report

3.3

Reporting cycle

3.4

Contact point for questions regarding report

3.5

Process for defining report content, including materiality, prioritizing topics within
report and identifying stakeholders expected to use the report

3.6

Boundary of the report

3.7

Specific limitations on the scope or boundary

3.8

Basis for reporting on joint ventures, subsidiaries, leased facilities, outsourced
operations and other entities that can significantly affect comparability from period
to period

3.9

Data measurement techniques and the bases of calculations, including assumptions underlining information in the report

3.10

Explanation of the effect of any re-statements of information provided in earlier
reports and the reasons for such restatements

3.11

Significant changes from previous reporting periods in scope, boundary or measurement methods

3.12

Table identifying location of Standard Disclosures of the report

3.13

Policy and practice with regard to seeking external assurance for report

4.1

Governance structure of the organization, including committees under the highest
governance body

4.2

Indicate whether the Chair for the highest governance body is also an executive
officer

4.3

For organizations with a unitary board structure, state the number of membersof the highest governance body that are independent and/or non—executive
members

4.4

Mechanisms for shareholders and employees to provide recommendations ordirection to the highest governance body

4.5

Linkage between compensation and organizational performance for members of
the highest governance body, senior managers and executives

4.6

Processes in place for highest governance body to avoid conflicts of interest

4.7

Processes for determining the highest governance body’s qualifications andexpertise on economic, environmental and social topics

4.8

Internal mission statements, codes of conduct, principles related to economic,
environmental and social performance; status of implementation

4.9

Processes for the highest governance body to oversee the identification andmanagement of economic, environmental and social performance, including risks,
opportunities and compliance; state frequency with which senior management
assesses sustainability

4.10

Processes for evaluating the highest governance body’s own performance, particularly with respect to economic, environmental, and social performance

4.11

Explanation of whether/how the “precautionary approach” is addressed

4.12

Externally developed economic, environmental or social charters, principles orother initiatives to which the organization subscribes/endorses

4.13

Membership in associations and/or national/international advocacy organizations

4.14

List of stakeholder groups engaged by the organization

4.15

Basis for identification and selection of stakeholders with whom to engage

4.16

Approaches to stakeholder engagement, including frequency and type ofengagement

4.17

Key topics and concerns raised during stakeholder engagement and how theorganization has responded, including through reportingStakeholder Engagement [PR0]
Our approach to stakeholder engagement is tocommunicate openly and to utilize actionable, meaningful
feedback from our stakeholders as a basis for businessdecisions. Because we recognize that our operations both
impact and are impacted by others, working effectively
with our stakeholders is of vital importance to ProLogis.

Shareholder Engagement

Framework & Approach[4.14, 4.15] ProLogis defines its stakeholders as any person or group of persons

who may affect or be affected by ProLogis’ business operations. This includes
associations, brokers, communities, customers, employees, governments, investors, media, non-governmental organizations and suppliers.

[4.16] We use a variety of means to communicate with our stakeholders. Some ofour most significant mechanisms include: customer satisfaction surveys, groupand one-on-one investor meetings, investor perception surveys, industry forums,
media interviews, quarterly earnings calls, employee “town hall” meetings andwebcasts, public planning meetings and meetings with vendors and suppliers.
Additionally, we provide departmental contact information on our corporate website, www.prologis.com.

We also respond to incoming inquiries. They can originate from local communities seeking volunteers, from third-party organizations looking for information
about ProLogis’ plans to address climate change, such as the Carbon Disclosure
Project and KLD Analytics, and from individual or institutional investors trying tobetter understand our business operations.
In 2009, we made progress formalizing our approach to stakeholder engagement
and augmented both the frequency and depth of the two-way communications
with our stakeholder groups, some of which is described in case studies in thisreport. We hired an external consultant to help add structure to our program, and
we also began development of a new model to assess issues identified by stakeholder groups in the context of importance to the stakeholder and importance to
ProLogis.
In analyzing issues important to stakeholders, we assess factors such as: level ofstakeholder priority; impact on core activities; scope of stakeholder significanceon local, regional and global levels; and degree of measurability. For ProLogis,
importance is measured by factors such as: financial impact; legal/complianceimpact; associate impact; reputation impact; and operational impact.
Please see the graph for a visual representation of our approach. The higher
an issue is placed on both the X and Y axis, the more proactive ProLogis is inaddressing the issue. Our performance relative to issues that are of the highest
importance to our stakeholders and to the company will be managed by the most
proactive management and communication mechanisms. This includes reporting
such issues to senior management, discussion in our CR report or other documented communication mechanisms and monitoring to encourage improvement.
In this example, our Investor Relations (IR) department plotted the issue of “deteriorating property operating fundamentals.” Equity investors are a key stakeholder
group for ProLogis, and the IR department defined this issue as being material for
equity investors based on feedback from one-on-one meetings, quarterly conference calls, research reports published by this group and perception studies. The
issue was scored and weighted by previously defined risk factors, then placed on
the graph according to its overall score. Because this issue was rated to be highon the importance scale for both ProLogis and equity investors, the IR department made certain to address deteriorating property operating fundamentals,
and how they relate to ProLogis’ business, in all different types of investor communications, including press releases, investor presentations and one-on-one
meetings. The IR department continues to monitor investor feedback to determine
if issue persists.
[4.17] Both the IR and HR departments conducted this exercise in 2009, analyzing

issues that are potentially material to their key stakeholders. We used the exercise to further refine the framework for assessing materiality, and are taking thelessons learned into account as we continue to refine the model and increase thevalue of our stakeholder relations.
STAKEHOLDER ENGAGEMENT MECHANISMS
Stakeholder
Customers

Engagement Mechanisms• Semi-annual customer advisory board meetings
and annual customer surveys for key customers• Bi-annual customer satisfaction
surveys at the property level• Dedicated ProLogis associates to
respond to needs and requests• One-on-one meetings to discuss ProLogis
support of customer sustainability efforts• Customer-focused marketing materials
about sustainability and other topics

Investors—Public• Speaking engagements at customerattended conferences and events• Quarterly earnings calls including
Q&A with senior management• Dedicated ProLogis associates to respondto investor needs and requests• Perception study to gauge investor priorities• Annual Investor Day, one-on-one investor meetings andbrokerage conferences to gather real-time feedback• Surveys from socially responsible investment
funds and indexes, such as KLD Analytics

Investors—Fund

Employees• Investor database utilized to track FAQs, which
is utilized to prepare presentations, enhance
disclosure and identify perception gaps
• Quarterly report on fund performance• Annual in-person meetings on fund performance• Regular written correspondence on issues
such as contribution agreements anddistribution notices of return on capital• Regular global employee survey• Quarterly worldwide, all-hands meetingand global webcast with CEO and senior
management; includes Q&A• Employee satisfaction survey during
first year of employment• Training programs and support• Annual performance reviews• Corporate Responsibility Champion program toengage employees in sustainability efforts• Intranet site to enhance internal communications

Brokers• Quarterly Broker Update publication
with relevant broker news
• Attendance and sponsorship ofnational broker conferences• Attendance and hosting of various broker
meetings at the market level

Nongovernmental
Organizations

Government
Suppliers• Broker satisfaction surveys related
to specific broker events• Attendance at conferences and meetings• Participation in committees, such as US
Green Building Council, to develop a LEED
rating system for distribution centers• NGO information requests and surveys,
such as the Carbon Disclosure Project• Close collaboration during entitlement process• Engage on relevant issues via industry associations• Contract development and interaction
throughout term of contract• One-on-one meetings and calls

Industry
Associations

Communities• Preferred vendor list

• Participation on various committees
and leadership teams, such as NAIOP’s
Sustainable Development Committee• Active participation and frequent presentersat conferences and meetings• Input from, dialog with, and response to communities
before, during, and after development• Employee volunteerism

Media• ProLogis donations, including warehouse
space to organizations in need
• Press releases distributed regularly
announcing significant business activity• Proactive engagement on topics importantto certain media groups, including
ProLogis’ approach to sustainability• Press events hosted to engage with media
on significant announcements• Interviews conducted regularly with a variety
of appropriate ProLogis spokespersons• Dedicated ProLogis associates to respondto needs and requests on a daily basis

Shareholder Engagement

Case Study: Customers[4.16, 4.17] Our customers are integral to our business. We serve more than 4,400
customers globally, including manufacturers, retailers, transportation companies,
third-party logistics providers and other enterprises with large-scale distribution
needs, and we are continually seeking ways to better meet their needs.

In 1999 we began conducting bi-annual surveys with our customers at the property level. We will conduct this survey again in 2010 and report our results innext year’s corporate responsibility report. While these surveys are invaluable,
we recognized another opportunity to better engage and align with our customers on a more strategic level and formed a Customer Advisory Board in 2009.
Establishing the Customer Advisory Board involved multiple steps. We first
conducted both telephonic and web-based surveys with a large cross section of
our global customers to receive feedback on our company. We then scheduledsemi-annual, in-person meetings with representatives from approximately one
dozen customers that represent a diverse mix of industries.
The meetings are led by a third-party consultant to solicit objective feedback.
In fact, an hour and a half of every meeting is conducted without any ProLogis
presence and covers challenges customers face as corporate real estate managers as well as ways ProLogis can improve its service level and product delivery system. Comments are then provided to us anonymously, which increases
the legitimacy and objectivity of feedback received.
[PR5] As a result of initial meetings in 2009, we have gathered important feedback from our customers, and we have committed to address this feedback withmodifications to the way in which we interact and engage with our customers.

We started the Advisory Board with customers based in North America, and are
currently planning to expand the program to Europe and Asia.

BMW is one of ProLogis’ key
customers.

Pictured in Pennsylvania, U.S.A at ProLogis
Park 33, a BMW-occupied facility that
ProLogis constructed for the customer in
December 2008 (L to R): Wes Neal,manager, logistics network development at
BMW; Paul Loosman, ProLogis regional
director; Greg Arnold, ProLogis senior vicepresident; and Meg Buffington, ProLogis
vice president and market officer.

Shareholder Engagement

Case Study: Employees[4.16, 4.17] Our employees are a critical part of our business—they sustain day-today operations, generate new business, maintain existing relationships and aremost often the face of the company to our external stakeholders.

To enhance two-way communication between management and employees
and ultimately create an enhanced working environment, we introduced our first
Global Employee Survey in October of 2009. The survey was conducted in six
languages and achieved a greater than 90 percent participation rate.
During our first all-associates meeting of 2010, we communicated a global overview of the findings from this survey to all employees. Our CEO addressed thehigh level of associate participation as well as communicated goals and aspirations for 2010 and beyond.
In addition, we plan to form internal, cross-functional teams to assess the survey
results and create measurable recommendations for key areas of improvement.

Walt Rakowich and ProLogis executives
address employees during one of four quarterly all-associate meetings in 2009.

Engagement with our employees also was enhanced through our Corporate
Responsibility Champions. At the end of 2009, we conducted a survey of thisgroup to learn how to improve the program. The results were positive and will
help us better engage employees.

Len Sahling, a ProLogis employee, asks aquestion of the executive team during oneof the company’s all-associate meetings in2009.

Shareholder Engagement

Case Study: Investors[4.16, 4.17] Our investor audience regularly analyzes ProLogis’ financial andoperating results, generally resulting in recommendations for buying and sellingshares of ProLogis common stock.

2009 was a year of transition for ProLogis. As we worked to pay down debt,
right-size the company for the current environment and establish a firmer financial footing, it was critically important that we communicated our efforts to ourinvestment community both consistently and effectively.
We increased the number of face-to-face meetings between investors and our
executive team and enhanced our disclosure to address some of the investment community’s common questions and concerns. This helped to encourage
dialogue and increase transparency. We also published an electronic mid-year
shareholder report, which updated progress toward our de-leveraging and derisking goals.
To assist in the review of messaging, we engaged an external investor relations
advisory firm experienced in crisis situations. And, we analyzed investor feedback to determine most frequently asked questions, incorporating messaging toaddress those questions in our quarterly results conference calls and investor
presentations.
Our efforts resulted in increased visibility for our progress and helped toestablish better feedback mechanisms. We were listed by Institutional Investor
Magazine as the number two ranked IR team and the number one ranked IR
professional in the REIT sector, as voted by sell-side research analysts. We
also were nominated as having one of the best crisis communication programsin 2009 by Investor Relations Magazine. External recognition of our efforts validates that we were successful in maintaining our strong relationships with thiskey stakeholder group despite very challenging capital market conditions.

Shareholder Engagement

Third-party Validation
Charters, Principles, Initiatives [4.12]• Carbon Disclosure Project• Institutional Shareholder Services—Corporate Governance Quotient of 89.3

• Socially Responsible Investment Index: Canaccord Adams Green Building Index• SRI Index: Domini 400 Social Index• SRI Index: Dow Jones Sustainability Indexes—North America and World• SRI Index: FTSE4Good Index• SRI Index: NASDAQ OMX CRD Global Sustainability 50 Index• SRI Index: Maplecroft Climate Innovation Index Leaders• SRI Index: S&P U.S. Carbon Efficient Index

Awards [2.10]• 2009 Daily Real Estate Logistics and Industrial Award—MIPM• 2009 Fortune Magazine World’s Most Admired Companies• 2009 Green Guru

• 2009 Industrial Development of the Year—NAIOP Denver• Best Building—NAIOP Las Vegas Spotlight Awards• Best Real Estate Industrial Project in Southeastern Europe Award for 2008
• Denver Business Journal 40 Under 40• Euromoney—Global—Best Industrial/Warehouse Developer• Euromoney—Global—Best Industrial/Warehouse Investment Manager• Euromoney—Best Industrial/Warehouse Developer in Western Europe• Euromoney—Best Industrial/Warehouse Investment Manager in Western Europe• Euromoney—Best Industrial/Warehouse Developer in Emerging Europe• Euromoney—Best Industrial/Warehouse Developer in the UK• Euromoney—Best Industrial/Warehouse Developer in the Netherlands• Global 100 Most Sustainable Corporations in the World• Golden Broom Award• NAIOP Sustainable Development Award• NAREIT Leader in Light—Honorable Mention• Ranking: F&C’s Sustainable Real Estate Securities Risk Assessment• Renewable Energy World Excellence Awards—Finalist• Waste Reduction Excellence Certificate 2009

Memberships [4.13]• AmCham Germany—American Chamber of Commerce in Germany e.V.
• American Chamber of Commerce in Korea• American Planning Association• BASE—Business and a Sustainable Environment• BME—German Association Materials Management Purchasing and Logistics e.V.
• BOMA—Building Owners and Managers Association• Business in the Community• BVL—German Logistics Association

• Chicago Climate Exchange• CIASF—Commerical Industrial Association of South Florida• Conference on Green Logistics in Japan (Japan Institute of Logistics Systems)• Congress for the New Urbanism• EPA’s ENERGY STAR

• European Chamber of Commerce in Korea• GEFMA—German Facility Management Association• Gwinnett CID (Community Improvement District)• ICSC—International Council of Shopping Centers• Industrial Developers Sustainability Forum• Investor Relations Roundtable• Japan Federation of Freight Industries• Japan Institution of Logistics Systems• Korea Integrated Logistics Association• Korea International Trade Association• Korea Third Party Logistics Association• Korean CEOs Association of Multinational Corporation• NAIOP—National Association of Industrial and Office Properties• NAREIT—National Association of Real Estate Investment Trusts• National Brownfield Association• National Investor Relations Institute• Nippon Keidanren• Public Relations Society of America• Real Estate Roundtable• Responsible Business Forum (Poland)• Romania Green Building Council• SIOR—Society of Industrial and Office Realtors• Staffordshire Wildlife Trust• Thames Gateway Institute for Sustainability• The Association for Real Estate Securitization• The Institute of Logistics and Warehousing• UK Green Building Council• Urban Land Institute• US Green Building Council• VDI—Association German Engineers• VDKL—Association German Refrigerated Warehouses and Logistics Companies• Washington Board of TradeEnvironmental Stewardship [EN0]As an industry leader in environmental stewardship,
we see it as our duty to address two major global
challenges confronting humankind—climatechange and overburdened ecosystems.
Our objectives:• Minimize carbon emissions for our customers byproviding energy-efficient buildings and a geographicallydiverse platform that minimizes fuel consumption.

• Minimize the ecological impact of our developments by meeting or
exceeding local or regional sustainable development standards worldwide.
• Minimize the impact of our own operations by engaging
associates in every office to reduce our environmental footprintin areas such as energy, waste, procurement and water.

Environmental Stewardship

LEED/BREEAM/CASBEE[EN26, EN6] Our commitment to environmental stewardship and corporate responsibility originated in reducing the environmental impact of our warehouses.
Through the years, we have maintained and expanded our commitment to developing our facilities to the highest environmental standards, including the U.S.
Green Building Council’s LEED (Leadership in Energy and Environmental Design)
program, BREEAM (Building Research Establishment Environmental Assessment
Method) in the U.K. and CASBEE (Comprehensive Assessment System for
Building Environmental Efficiency) in Japan.
[EN26, EN6] As of 2008, ProLogis develops all new facilities in the U.S. and U.K.
according to LEED and BREEAM standards. In addition, we strive to build inaccordance with the accepted green building rating systems in all of our regionsof operation and are currently exploring other rating systems to adopt.

ProLogis Park Duck Creek, Stockton, CA

Where regional rating systems do not exist, we implement best practices learned
from developing sustainable buildings across our global portfolio. Environmental
features commonly found in our certified and newer buildings include:• Skylights and clerestory windows—Using natural light lowers
electricity usage and operational carbon and improves indoor
environmental quality for warehouse personnel.

• High-reflectance roof membranes—Traditionally, warehouses have black
EPDM rubber roofing membranes, which absorb heat from sunlight.
White thermoplastic polyolefin roofing offers the same performanceat essentially the same cost while reducing urban heat island effectand often providing a more comfortable work environment.

ProLogis Park Pineham, North Hampton, UK• Bicycle, hybrid and carpool vehicle parking—Offering space
for alternative modes of transportation encourages employees
to make lifestyle choices that reduce carbon emissions.

• Recycled and locally sourced construction materials—Using
recycled concrete, steel, asphalt and other materials in new
warehouse construction delivers significant environmental benefits,
as does recycling a major percentage of construction waste.
• Area for onsite recycling—Every measure used to makeemployee participation in recycling easier does that much more
to reduce landfill waste and use of virgin resources.

• Energy-efficient lighting systems—Warehouses traditionally use metal
halide lighting, but commercially available T5 and T8 fluorescent lights
last longer and significantly reduce electricity usage, especially whenused in combination with photoelectric cells and motion sensors.
• Exterior landscaping—Appropriate landscaping canminimize water consumption and also help to mitigate
a property’s overall net carbon emissions.

• Water conservation measures—Motion-activated faucets,
low-flow toilets, waterless urinals and captured rainwater
for irrigation all reduce the use of fresh water.

• Low-emitting sealants, adhesives and carpet systems—Compounds
and chemicals with non-petroleum bases conserve nonrenewable resources and provide a more pleasant air quality
and more healthful working environment for employees.

ProLogis Parc Centrair, Nagoya, Japan[EN26, PR1] At the end of the year, ProLogis had 55 buildings registered or certified

worldwide, totaling 23 million square feet, including:• LEED in North America: 40 buildings registered orcertified, totaling 13.8 million square feet

• LEED in Europe: One building registered, totaling 130,000 square feet
• BREEAM: 11 buildings certified, totaling 3.9 million square feet

• CASBEE: Four buildings registered, totaling 5.8 million square feet[EN1] Some of the most common materials used in ProLogis’ distribution centers
include concrete, structural steel, rebar, sprinkler pipe, roof deck, roof insulation,
roofing and asphalt paving. In 2009, ProLogis used 964,000 cubic yards of concrete; 48,204 tons of concrete, 27,000 tons of rebar; 2.4 million linear feet of pipe;
21.4 million square feet of roof material and 508,000 tons of asphalt. We report
this information to help demonstrate the environmental impact of our development
activities.

It is important to note that, for 2009, we experienced a significant decrease in
new development activity in response to the global recession [3.11]. In 2010, we
expect to resume approximately $700 to $800 million of new development activity
related to build-to-suit opportunities [2.3]. As such, our figures for 2010 materials
usage are expected to increase.

Environmental Stewardship

Energy-Efficient Buildings[EN5, EN6] Sustainably developed buildings typically benefit from reduced energy

consumption and carbon emissions. Listed below are a few methods we use tohelp increase the energy efficiency of our buildings.
Energy Performance Certificates[EN6] The Europe Union (EU) is now requiring buildings to receive an Energy

Performance Certificate (EPC). This is a public rating indicating a building’s
energy efficiency. Each country in the EU has developed its own rating system,
but in all cases the EPC rating compares building energy efficiency to a government-defined baseline. Thus far, our buildings are rating 25 to 50 percent more
efficient than national baselines, significantly reducing our customers’ energy
costs and consumption. This government verification of efficiency clearly demonstrates the financial and environmental benefits of our buildings.
At year end, we had 72 buildings totaling 17.9 million square feet with an EPC
rating. The estimated carbon savings achieved with these facilities is more than
210,000 metric tons of CO2 equivalent. This is equal to the emissions annually
generated by more than 62,000 American homes.
DOE Program[EN6] In the fall of 2008, the U.S. Department of Energy (DOE) awarded approxi-

mately $15 million for a new, national study to speed market adoption of current
technologies and design solutions that yield significant, measurable energy savings for commercial buildings.
The DOE solicited proposals from national laboratories to work with private companies, together aiming to achieve cost-effective energy savings of 50 percent
above ASHRAE Standard 90.1-2004 for new commercial building designs and30 percent for retrofits of existing buildings. The labs targeted major retailers,
financial institutions and real estate firms as partners in the study; ProLogis was
included in a proposal from the National Renewable Energy Laboratory (NREL),
one of the nation’s leading laboratories for renewable energy and energy efficiency research and development.
As part of the study, we committed to working with NREL to review typical warehouse design specifications and enhancements using computer-run simulations
that identify the impacts of design and technology changes on energy use. We
have shared building designs with NREL for analysis and to increase the organization’s understanding of our standard building design. We are also in active
discussions with customers to identify a suitable facility, especially because thisproject would entail their participation and willingness to provide energy data andaccess to the building.
From this project, we hope to gain knowledge of cost-effective upgrades we canuse to greatly improve the energy performance of our existing portfolio, while also
helping to improve the energy efficiency of the commercial building stock as awhole.
Lighting Retrofit Program[EN6] We are focused on improving the energy efficiency of the existing facilities

in our portfolio. In 2006, we initiated a lighting program to install or upgrade thelighting systems in our North American portfolio with energy-efficient T5 and T8
fluorescent lighting.

ProLogis Park Teresin, Warsaw, Poland

TOTAL SQUARE FOOTAGE WITH
HIGH EFFICIENCY LIGHTING,
AS OF 12/31/09:

41,500,000 sq ft

Estimated electricity saved:

46,000,000 kWh

Estimated carbon emissions saved:

33,500

Energy consumption equivalent:

3,000

metric tons of CO2 equivalent
U.S. homes

As of the end of 2009, high-efficiency lighting had been installed in approximately
41.5 million square feet of warehouse space. Compared to standard warehouselighting systems, this translates into a savings of more than 46 million kilowatt
hours (kWh) of electricity per year, enough energy to power nearly 3,000
Americans’ homes for one year or produce more than 33,500 metric tons of carbon dioxide emissions.
Below is a table demonstrating the total number of high-efficiency lighting
systems year-over-year since we first started the program. Despite challenges
presented by the economy in 2009, we installed more high-efficiency lighting lastyear than in 2008.
ISO 14001[EN26] ISO (International Organization for Standardization) is a non-governmentalorganization that forms a bridge between the public and private sectors to create
standards for products and systems. ISO 14001 standards provide guidelines forenvironmental management systems (EMS), which serve as management tools
for companies to identify and control the environmental impact of their activities,
products or services; continually improve environmental performance; and implement a systematic approach to setting and achieving environmental objectives
and targets.
In September of 2008, ProLogis received ISO 14001 certification for all of its U.K.
project management activities. And, in December 2009, ProLogis obtained theISO 14001 certification for its European project management activities.
Our ISO EMS requires that, when we begin development, we assess all environmental issues associated with the land. We incorporate recommendations foraddressing these environmental issues into our contracts with development contractors, then monitor contractor compliance with these requirements. Currently,
we are working to expand our ISO certification to our North American development activities by the end of 2010, and to Asian development activities by the endof 2011.

Environmental Stewardship

Multi-Year Goals[EN26] In 2006, ProLogis adopted a series of multi-year, quantifiable goals to beachieved by the end of 2010. Waste goals were established for all new development in our global portfolio, in addition to goals related to our renewable energy
program. They are as follows:• Utilization of 20% recycled content, based on cost,in all new warehouse developments.

• Diversion of 75% of construction debris from disposal in
landfills and incinerators on all new projects.

• Reduction of potable water usage for landscape irrigationin all new warehouse developments by 50 percent.

• Installation of renewable energy sources that have a combined generation
capacity of over 25 million kilowatt hours per year across the company’s
global property portfolio. (Information on this goal can be found here.)Over the years, ProLogis has made progress toward reaching its goals. However,
we are not progressing as fast as originally expected due to the global recession
and the resultant impact on our business operations and development pipeline.
We are working to expand our systems for achieving and tracking these goals.
Specifically, in 2009, we increased our focus on working with contractors in
Mexico and Asia to improve our systems for gathering all information necessary
for tracking our progress. Due to our limited construction activity in 2009, it will bea challenge to achieve all goals in all global regions by the end of 2010. However,
we expect to make significant progress throughout the year and look forward toreporting our accomplishments in next year’s report.

Environmental Stewardship

Biodiversity[EN13] ProLogis completes an Environmental Impact Assessment (EIA) for every
project we undertake to determine whether our plans for the site will impact orthreaten any species or habitats. This assessment is conducted during the land
procurement and entitlement process; we will work in partnership with relevant
agencies and organizations to sufficiently mitigate any impacts and go above andbeyond where possible.
[EN28] We strongly believe it is because of our approach to environmental stew-

ardship that ProLogis has never been fined for non-compliance with environmental laws and regulations.
A recent example of our efforts is at ProLogis Park Bradford in the UK, where wehave agreed with the Bradford Metropolitan District Council to maintain two balancing ponds located in the southeast corner of the site. While the primary function of the ponds is to store excess water during periods of heavy rain, they havealso been designed to complement the surrounding ecology and to help develop
local biodiversity. We have also provided public footpaths to the ponds and areworking with the Council to mitigate the impact of the development on the neighboring Bierley Hall Woods, a protected wooded area that includes fishing ponds.
ProLogis has already built a new footbridge over one of the fishing ponds and weare working with local community groups to explore further opportunities for boththe ponds and the woodlands.

ProLogis Park Bradford in the United
Kingdom and the neighboring Bierley Hall
Woods (top left corner).

Environmental Stewardship

Case Study: NAIOP Sustainable Development Award—SC Johnson
ProLogis is an active member of NAIOP (National Association of Industrial and
Office Properties), the United States’ commercial real estate development association. Each year, NAIOP selects two development companies as the recipientsof its annual Sustainable Development Award—one in the office category, andone in the industrial category.
NAIOP established the Award in 2005 to recognize the growing number of firms
engaged in sustainable development. Applicants were judged on a number ofcriteria, including company commitment to sustainability, site sustainability andmaterials use, innovation, water efficiency, energy efficiency, economic viability,
innovation and other sustainable attributes. Entries for the award were reviewed
by industry leaders, including members of the U.S. Green Building Council.
In 2009, ProLogis was honored for its SC Johnson building in Sturtevant,Wisconsin, which was named the 2009 Industrial Sustainable Development of theYear.
In early 2008, we responded to a proposal request issued by SC Johnson, one of
the world’s leading manufacturers of household cleaning products and products
for home storage, air care, and insect control. The company is headquarteredin southeast Wisconsin and required distribution space near its business andmanufacturing operations in order to increase supply chain efficiencies. ProLogis
was ultimately selected for our knowledge of the market and our ability to provide
quality space on a quick timeframe and in a sustainable manner.
During ProLogis’ planning discussions with SC Johnson, we completed a cost
analysis that indicated differences in price and benefits incurred with sustainablefeatures compared with standard features. We also compiled information thatanalyzed costs and benefits received with a higher level of LEED certification,
which showed a return on investment for all lighting and HVAC upgrades. Afterlooking at this data, SC Johnson realized that it would be most prudent to construct a sustainable facility because of the potential energy savings and overall
better design.
The end result is a state-of-the-art, 432,000-square-foot distribution center in alocation that is less than a mile from SC Johnson’s manufacturing facility, as wellas two miles from Interstate 94, 17 miles south of Milwaukee and 16 miles northof the Wisconsin/Illinois border. The facility is certified LEED-NC Gold® and features a host of sustainable features and showcases exceptional achievements inwater efficiency, open space, recycled content and use of recycled materials.
“SC Johnson is an environmentally conscious company and we make a concerted effort to promote sustainability in all that we do,” said Susan Sparks, logistics network manager at SC Johnson. “That is why we are very proud to operate
at ProLogis’ building in Sturtevant. The facility is the epitome of a modern, sustainable distribution center. We save considerably on operational expenses andare able to better serve our customers. This distribution center has become a key
part of our business.”

ProLogis’s SC Johnson building in
Sturtevant, Wisconsin, U.S.A., was namedthe 2009 Industrial Sustainable
Development of the Year.

Environmental Stewardship

Case Study: Exceptional Certification in Japan
In 2009, ProLogis received an exceptional green building certification in Japanfor a new development, entitled ProLogis Parc Zama I. The building was certified
CASBEE Class S, the highest possible ranking under the CASBEE rating system.
This building is only the second building in Japan to achieve this exceptional
designation.
CASBEE stands for Comprehensive Assessment System for Building
Environmental Efficiency and is the most commonly used green building rating
system in Japan. In addition to the two facilities certified as CASBEE Class S in
Japan, there are eight Class-A certified distribution facilities, three of which are
ProLogis warehouses.
ProLogis Parc Zama I is a 1.2-million-square-foot distribution facility located
25 miles from downtown Tokyo and has many advanced systems including a
one-megawatt solar installation and a seismic isolation structure. These green
features go beyond many of the more “standard” green features included in distribution centers, thus contributing to the CASBEE Class S certification.
This is ProLogis’ fourth CASBEE-certified distribution center, bringing our
CASBEE-certified portfolio to 5.8 million square feet. On a national level, both
ProLogis Parc Ichikawa I and ProLogis Parc Centrair are certified CASBEEClass A. At a local level, ProLogis Parc Osaka II is also CASBEE-Osaka Class A
certified.

ProLogis Parc Zama I is the second buildingin Japan to be certified CASBEE Class S.

Environmental Stewardship

Climate Change[EN16, EN17] We believe our leadership in actively addressing the carbon impactsof our operations and products will be recognized and rewarded throughincreased customer loyalty and enhanced community relations.

Risks and Opportunities Related to Climate Change[EC2] We believe in being transparent to our stakeholders about our risks andopportunities related to climate change. That is why 2010 will be our fifth year
responding to the Carbon Disclosure Project. In addition to the information provided in this report, you can find additional detail about our climate change strategies in our CDP response.

Environmental Stewardship

Carbon Footprint

Measuring and Offsetting Carbon
ProLogis continues to work with the Chicago Climate Exchange (CCX), theworld’s first voluntary, legally binding greenhouse gas emissions reduction, registry and trading program. As an Associate Member in CCX, we have committed
to annually measuring and offsetting 100 percent of our U.S. operational carbon
footprint. We have taken our commitment to the next level by measuring andoffsetting 100 percent of our global operational carbon footprint. Below is a tablethat details ProLogis’ total direct, indirect, and other relevant greenhouse gas
emission by weight.
In 2009, we took a more proactive approach to offsetting our 2008 carbon
footprint by researching the many CCX offsets that were available, and carefully
selected a project that aligned with our operations and sustainability goals.
The project selected was the Cape May, New Jersey, municipal landfill in the
United States. Decomposing trash at the landfill releases methane, a greenhousegas that is much more potent than carbon dioxide. The landfill captures this gas
so that it is not released into the environment, creating carbon offsets available
for purchase that are additional, permanent and verified.
The main purpose for collecting methane from its operations is for the landfill
is to supply and sell it, at a reduced rate, as fuel to the nearby Woodbine
Developmental Center, a State-run facility for the handicapped. The gas is thenburned in the center’s steam boilers to produce heat and air conditioning. Over
one million gallons of fuel oil would have to be burned annually if not for utilizing
the landfill gas.
In addition, the landfill’s operations run off three electrical generation units, which
turn the methane gas into a fuel for electricity. Therefore, the facility has become
self-sufficient. Excess generation not sold to WDC or used on site is flared andmethane destroyed, thus eliminating the risk the gas would have otherwise contributed to the environment.
The landfill is in the design phase to build a two-megawatt electrical station thatwould enable it to sell electricity directly to the grid. This is scheduled to be completed in December 2010.
We picked the Cape May landfill because we have a presence in New Jersey
and because Cape May’s approach to mitigating emissions aligns well with our
corporate responsibility priorities. Although the landfill is necessary to dispose ofwaste, the programs established at the Cape May facility have minimized waste
emissions as much as possible, turning it into productive contributions for thecommunity. Because the revenue Cape May receives from these offsets is vital to
the financing and continued operation of its projects, we are proud that our purchase from the facility has helped it to continue this environmentally and sociallybeneficial project.
We plan to take a similar approach to offsetting our 2009 carbon footprint.
Carbon Footprint Reduction
Operational Carbon[EN5] While purchasing carbon offsets is one way to mitigate our impact on
climate change, we also believe it is important to directly reduce our emissions
as much as possible. That is why, in 2009, we established a goal for reducing
our operational carbon emissions: 10 percent reduction per million square feet ofglobal real estate portfolio by 2012, from our 2007 baseline.

[EN5] We have made progress in increasing our efficiency and we plan to continue

along the same path in 2010. For example, throughout 2009, we continued tofine-tune our headquarters building (nearly 30 percent of our global operational
footprint) to maximize efficiency through practices such as adjusting our HVAC
schedule and investing in additional controls for lighting.
Embodied Carbon[EN5, EN7] We also recognize that our carbon emissions result not only from ouroperations, but also from our supply chain. That is why we continue to study theembodied carbon that is captured in our development projects. Embodied carbon
is the carbon associated with the life-cycle of warehouse development, beginningwith extraction of raw materials to make building components, the manufacturing of the materials and their transport to the site, the energy consumed during
construction, and finally, the demolition and waste management at the end of thebuilding’s life. By partnering with our suppliers on select projects, we have beenable to reduce a percentage of the building’s embodied carbon footprint. And incases where our customers share a commitment to mitigating climate change, we
are able to deliver our customer a carbon-neutral building shell from the start.
For example, in 2009 we completed a build-to-suit project in the U.K. for Royal
Mail, a 213,000-square-foot mail sorting and distribution facility.
Separate from taking many steps to minimize the facility’s operational energy
consumption, we also conducted a life-cycle study to manage the carbon emissions associated with building construction, maintenance and demolition. We
call this “embodied carbon” since these emissions are embodied in the structure
itself, before a light switch is even turned on.
Our approach included working with suppliers that provided low-carbon products
by minimizing the emissions during product manufacturing. Our contractors usedfuel-efficient construction equipment, and we used locally sourced materials tominimize transportation and fuel consumption. These efforts lowered the embodied carbon of the building by approximately 25 percent.
The remaining embodied carbon was offset with carbon credits (i.e., a reductionin emissions achieved elsewhere) generated by ProLogis. Several years ago, we
capped a sewage treatment area that was producing methane—a potent greenhouse gas emitted by decomposing waste. This capping prevented the methanefrom being released into the atmosphere. A third-party consultant measured andverified the quantity of emissions avoided, thus generating carbon credits wecould use to offset the emissions of the Royal Mail project.
We retired enough carbon credits to cover the embodied carbon of the Royal
Mail facility. As a result of this effort, we were able to provide the customer with acarbon neutral shell. To see a time-lapse video of the construction of this facility,
please click here.
By addressing not only our direct emissions but also the emissions over which
we have less control, we believe we are taking a comprehensive approach toaddressing carbon and the impacts of our development business on climatechange. We look forward to continuing to focus on reducing both our operationaland our embodied carbon emissions.

A distribution facility built by ProLogis forRoyal Main in the United Kingdom; wedelivered a carbon-neutral shell to thecustomer.

Environmental Stewardship

Renewable Energy[EN6] ProLogis’ renewable energy program allows us to generate additional value
for our shareholders and investment partners from our existing assets. In 2005,
ProLogis completed its first solar installation in France and has since made tremendous strides in developing its renewable energy platform.

ProLogis announced in the fall of 2009 the formation of a Renewable Energy
group to procure new business, manage installations and provide development
management services for renewable energy projects globally.
Headed by ProLogis’ chief sustainability officer and vice presidents of renewableenergy, ProLogis Renewable Energy gives ProLogis’ program executive leadership, local presence and a dedicated team across the globe.

ProLogis Parc Zama in Japan,

We believe ProLogis is the first and only US-based real estate company to havean established renewable energy program.
ProLogis has an unprecedented opportunity to create additional value for ourbuildings and generate an additional source of income. Typically with each solar
installation, we receive annual roof rent based on the amount of power generated
by the panels, in addition to construction management fees to manage the design
and installation of the panels.
At the end of the year, we had completed or were currently installing solar
panels on rooftops of 20 of our buildings worldwide, for a combined total of 11
megawatts (MW) of solar energy capacity. We estimate the energy generated bythese projects is saving almost 9,300 metric tons of carbon dioxide equivalent
per year, which is equal to the emissions from 1,777 passenger cars and nearly
830 homes. These installations cover approximately seven million square feet ofspace, which is only about two percent of our existing rooftops, leaving a lot of
potential for new projects.

ProLogis Park PDX in the United States

ProLogis Park Chanteloup in France

As of December 31, 2009, ProLogis had solar
installations on 20 buildings worldwide.

Environmental Stewardship

Case Study: New Solar Project in Spain
In September of 2009, ProLogis announced a new, 4.8-megawatt solar project to
be installed on eight of its rooftops at ProLogis Park Sant Boi in Barcelona and
ProLogis Park Alcalá in Madrid, Spain.
Part of the project included signing a roof lease agreement with Recurrent
Energy, a distributed power company and a leading provider of solar energy, for
two million square feet of roof space in Spain. Recurrent Energy, the owner andoperator of the system, will use the roof space to host the 4.8-MW solar installation, and will sell the energy produced to the local utility company through afeed-in tariff. ProLogis will provide development management services in addition
to receiving roof rental fees. Construction commenced in October 2009 and is
expected to be completed in June 2010.
Drew Torbin, vice president of renewable energy said: “Our industrial rooftops
create a unique host-site opportunity for utilities as well as private groups like
Recurrent that invest in clean energy. With this space, we are able to solve oneof the most basic issues involved in developing large-scale solar projects—thequestion of appropriate host sites—while also providing the project management
experience to get solar installations on the fast-track to completion.”
The installation was ProLogis’ third solar project in Spain; we also have installations in Tarragona and Zaragoza. Worldwide, ProLogis has additional projects
located in the United States, Japan, France and Germany.
“This project is a strong example of the value of rooftop-focused incentives
provided by the Spanish government,” said Karl Knight, managing director ofinternational development at Recurrent Energy. “By utilizing existing rooftops in
the ProLogis portfolio, we are able to deliver a large amount of solar energy rightwhere it’s needed most without using limited urban open space.”

A rendering of a portion of the 4.8-MW
project at ProLogis Park Sant Boi in Spain.

Environmental Stewardship

Corporate Responsibility Champions
Our Corporate Responsibility Champions (or “CR Champions”) help further our
corporate responsibility efforts on a local level by creating a network with thefollowing objectives:• Elevate awareness of corporate responsibility within the company.

• Improve corporate responsibility-related communication and data sharing.
• Reduce the impact of our operations on theenvironment and enhance our communities.

In 2009, the group’s focus was on minimizing each individual field office’s impact
on the environment and contributing to the local communities in which we
operate.

Environmental StewardshipGreen Path

[EN5, EN7, EN18] In 2008, ProLogis’ CR Champions helped create the “ProLogis

Green Path,” which is our company’s roadmap for reducing the environmental
impact of our internal operations. It addresses four specific Environmental Impact
Areas—Energy, Waste, Procurement and Water—and the various steps each
office can take to reduce its impact in each of them. And in Europe, our employees also address Transportation.
The Green Path outlines steps toward environmental stewardship, which serves
as a guide for continuous improvement in our day-to-day practices. All told, theGreen Path outlines 25 individual steps toward environmental stewardship.
Each quarter throughout North America and Europe, we highlighted one
Environmental Impact Area that our offices should target. For example, during thefirst quarter of 2009 our focus was on Energy. At the end of each quarter, the CR
Champions provide an update on the progress each office has made, which iscompiled and communicated internally.
Some of our accomplishments include:• Increasing recycling—More than 90 percent of our offices in the
U.S., Canada, and Europe have a recycling program in place. In
Mexico, every office has an extensive recycling program.
• Switching from disposable cups and utensils to reusable
kitchenware—This has reduced cost and waste in overhalf of our European and North American offices.
• Sending reminders to turn off computer monitors andother environmental efforts—To encourage everyone toparticipate in our corporate responsibility efforts.

• Installing motion sensors on lighting—In Europe, motion sensors
were recently installed in Dusseldorf, Amsterdam, the UK andRoissy, France. They are present in many U.S. offices, including
Orlando and Tampa where they calculated their savings from thesedevices and estimated a return on investment of only one year.

• Replacing disposable bottled water with water filters
or water coolers—As a result, we estimate we are saving
nearly $35,000 annually in North America and Europe.

• Using environmentally preferable janitorial products or
asking our cleaning service companies to use such products,
thereby improving the conditions in our work environment.

We expanded the Green Path program to Asia in late 2009 and look forward to
replicating the success we’ve achieved in other regions.

ProLogis’ Finance team in Poland
demonstrates their enhanced recycling
efforts as a part of the Green Path program.

Environmental Stewardship

Carbon Contest[EN5, EN7, EN18] In 2009, we held our first-ever carbon contest to reduce greenhouse gas emissions. The contest generated friendly competition amongst all
offices while helping reduce ProLogis’ environmental impact. It also helped
encourage company-wide participation in ProLogis’ corporate responsibility
efforts, including the Green Path.

Each office in North America was measured head-to-head on the following:• Energy used in vacant facilities• Miles driven by maintenance vehicles• Miles driven for marketing purposes• Miles driven for property management purposes• Energy used in ProLogis offices

Carbon emissions from the above sources were calculated for the previous year
(2008) before the contest started, so each market could establish a baseline fromwhich to measure progress. The market that improved the most on a percentage
basis wins the contest.
At the end of 2009, we collected all data and are currently determining theresults. We hope to update the results and any relevant findings in our 2010 corporate responsibility report.

Environmental Stewardship

CR Champion Survey
At the end of 2009, we surveyed our CR Champions and asked them about
the program. We wanted to learn what about the program was working, what
improvements could be made and what focus areas should be for 2010.
After surveying approximately 50 employees that serve as Champions, we
received a 70 percent response rate as well as some great feedback. Here aresome specific results:• 94 percent feel the CR Champion effort is worthwhile• 97 percent now have a better understanding of what corporate
responsibility means to ProLogis as a result of being a Champion• 91 percent said their office has reduced its environmental
impact as a result of the program• No one felt being a champion required too much time; in fact,nine percent stated they could spend more time on it• Several commented that they appreciated interaction
with other departments and offices

Several offices experienced initial resistance in implementing the program andseveral expressed the desire for greater management support and recognition.
As a result, we are working on enhancing the 2010 CR Champion program. We
plan to incorporate the opportunity for more management support and recognitionof the Champions’ efforts.
After receiving feedback from the CR Champions it is clear that the programis making a difference at ProLogis while helping us to achieve our corporate
responsibility goals.

Social Responsibility [HR0]At ProLogis, social responsibility means setting
expectations of excellence in how we interact with
our associates, suppliers and local communities.
Our objectives:• Engage with our associates to provide a challenging, dynamic anddiverse work environment that supports their professional development.

• Engage with our suppliers to discuss and address
relevant social issues pertaining to the health, safety andwelfare of those working in our supply chain.

• Engage with our communities to support initiatives that
improve education and human welfare where there is need.

Social Responsibility

Community Engagement
We believe in being a good corporate citizen, andthat supporting social causes not only benefits
our communities, but also enhances our business.
That is why, over the last year, we have placed anincreased focus on developing a more strategic
approach to community engagement. [SO0, EC1]
After meeting with leaders in corporate giving throughout the business community
in 2009, and becoming a member of the Boston College Center for Corporate
Citizenship in early 2010, we developed a strategy to more closely align andleverage our assets for becoming a better corporate citizen.
This strategy will be implemented in 2010 and will include corporate partnerships, enhanced foundation management practices, mechanisms for supporting
employee volunteering and giving and increased coordination of our global
activities.

Social Responsibility

Strategy[SO1, EN14] We place a high importance on developing strong relationships withthe communities in which we operate. When ProLogis enters a community, we
often take part in studies and engagement mechanisms with the communities. As
part of our analysis and due diligence, we complete development and environmental impact analyses that enable us to do some or all the following:• Estimate the total number of jobs to be created and new tax
revenues to be generated as a result of the development.
• Conduct traffic studies to estimate the total number ofvehicle and truck trips for each development.

• Develop traffic plans in conjunction with municipalities to efficiently manage
traffic flows in order to minimize impact to the surrounding community.
• Minimize any adverse impacts from light or glare.

• Attend community planning meetings to address and respondto citizen and government questions and concerns.

• Develop storm water management plans to properly control
runoff quality and quantity, which includes treating run-off fromimpervious surfaces such as parking lots prior to discharge.
• Determine whether the development will impact any wetlands
and if so, apply appropriate mitigation efforts so there isno net decrease in wetland quality or quantity.

• Verify whether any endangered plant and animal species will be
impacted by our development and adjust development plans whenpossible find an alternative habitat for endangered species.

[EC8] In addition, when we develop, we often improve infrastructure in our commu-

nities, such as expanding access to utilities and building roads to improve trafficflow.

Social Responsibility

Providing Value[EC8] Understanding that the community plays a vital role in local, national andglobal economies, we consciously engage with local groups through volunteer
work, infrastructure improvements and in-kind donations.
Regarding our 2009 achievements, our employees offered their time, expertiseand financial support across the globe with the goal of making a positive impact
on the communities in which the company operates. In support of their efforts,
ProLogis provides every employee with two paid days each year to be used forcommunity service.
In 2009, ProLogis and its employees donated approximately 4,500 hours of timeand approximately $1.1 million to charities and organizations in need. Some of theorganizations we helped include:

The Great Dig Fundraising Event in Canada

The Ackers TrustBoys and Girls Clubs

Feeding the Children Foundation
Habitat for Humanity
Junior Achievement
Mercy Corps

Multiple schools, hospitals and food banks worldwide
Office National des Forêts (ONF)
Ronald McDonald House

Neighborhood Clean Up in JapanThe Salvation Army

Tokyo Museum of Logistics
Toys for Tots Foundation[EC1] Almost $439,000 of the money donated came from the ProLogis Foundation,

which was established in 2001 with the goal of providing financial support to institutions of higher education and charitable organizations across North America.
To maximize the value of our foundation, we established an internal committee
for managing its operations. This group will set corporate giving guidelines andregularly review donation requests in 2010.

For example, in locations throughout the United States, employees regularly volunteer with Junior Achievement (JA), the world’s largest organization dedicated toeducating students about workforce readiness, entrepreneurship and financial literacy through experiential, hands-on programs. JA programs help prepare young
people for the real world by showing them how to generate wealth and effectively
manage it, how to create jobs that make their communities more robust and how
to apply entrepreneurial thinking to the workplace. In 2009, 56 ProLogis employees gave nearly 350 hours of volunteer time to teach classes with JA.
More than 20 of our offices throughout the United States rallied together to give
gifts of hope to children, mainly through the Toys For Tots program sponsored by
the U. S. Marine Corps Reserve. Our employees organized toy drives, encouraging customer and vendor participation. Some of our customers went above andbeyond to supply pallets to help Toys For Tots with their toy distribution and eventrucks to deliver some large donations. Together with our customers and vendors,
we donated more than 12,000 toys and $4,000 in 2009. Besides giving gifts,
ProLogis donated warehouse space to the U.S. Marine Corps Reserve in multiple
locations throughout the United States to help the organization store, sort anddistribute toys to the local communities.
In Toronto, Canada, we hosted an annual charity event benefitting the Second

Space Donation To Salvation Army

Space Donation To Salvation ArmyBase organization, a 56-bed emergency shelter serving youth between the agesof 16 and 21. Organized by Second Base, the Great Dig fundraising event is a
day for families and community members to experience hands-on some of theworld’s largest machines in a massive playground of dirt. Visitors interact withmachine operators of bulldozers, excavators, backhoes, front-loaders and otherlarge dirt-diggers as they share their expertise, knowledge and provide demonstrations. Second Base needed several acres of flat and clear land to hold theevent, and ProLogis responded with approximately four acres of land we own at
the future site of ProLogis Park Tapscott, near downtown Toronto. As ProLogis
nears completion of its site work, the land was in ideal condition to host such an
event.

Clean Up at Ackers Adventure Ground in
the United Kingdom

In Mexico, we made a donation to help sponsor the Mexican Girls SoftballTeam’s trip to the IX Latin American Little League Softball Championship.
Normally, the team is sponsored solely by the families of the girls, with no financing sourced from the Mexican government or other businesses. Because they
had no other means of sponsorship, in 2009 they were having trouble outfitting all
members of the team properly and getting all the members of the team to PuertoRico. Our donations made it possible for the team to attend the championshipgames.
More than 80 employees from our offices in Tokyo, Osaka and Fukuoka, Japan
completed a neighborhood clean-up event in the areas surrounding ProLogis
Park Ichikawa I, one of our industrial facilities. The clean-up efforts incorporated
removing clovers and weeds that had grown haphazardly, as well as waste
removal. The amount of trash collected totaled more than 850 gallons.
In Poland, the ProLogis team held its third annual basketball tournament tobenefit students from primary and junior secondary schools. Called the City ofChorzów Mayor Cup, the event gave students the opportunity to compete for
sports equipment for their institutions. It was organized by ProLogis and theChorzów City Council, and attracted approximately 120 students from schools
throughout the city of Chorzów. Three schools won in each category—primaryschools and junior secondary schools. First place teams received a charitable
donation of $1,750 to be spent on sports equipment for their school; second place
received $1,050 and third place, $700. In addition, individuals on the top threeteams in each category each received backpacks and basketballs.
In the U.K., ProLogis volunteers gave their time over a number of days at Ackers
Adventure Ground in Birmingham. The team worked tirelessly to tidy up andmaintain the grounds, construct gates and fences and build a concrete base fora zip wire tower. Ackers is a registered charity with a focus on helping disadvantaged youth and the disabled. It’s a well established center for outdoor pursuits,
where groups gather for retreats and other programs. As with many charities,
Ackers struggled to receive support over the past year and was very pleased tohave a team of volunteers ready for action.
Strategic Giving[EC1] Given our role as the leading global provider of distribution space, we are
well suited to provide warehouse space on a temporary basis to organizations inneed of such space for achieving their mission.
Currently, in South Florida, we are providing space to non-profit organizations
that are supporting relief efforts after the recent, devastating earthquake in Haiti.
For example, we began working with the Salvation Army immediately after thecrisis and have donated 40,000 square feet (3,700 square meters) to the organization at ProLogis Park Dade.
The Salvation Army has used this warehouse as its base of operations, acting as
a supply line to the country in order to help ship out supplies and personnel as

Toys For Tots in the United States

Softball Team Sponsorship in Mexico

Junior Achievement in the United Statesquickly as possible. Food, water, medical equipment and fuel are an example of
the goods that have come through the distribution center for this purpose.
“The use of the ProLogis warehouse has been extremely helpful and important to
The Salvation Army’s entire Haiti relief operation,” said Lt. Col. Dan Starrett, executive director of The Salvation Army’s World Services office. “It has been among
our most crucial tools in this effort. We have shipped more than 4.7 million meals
to Haiti, as well as countless other forms of relief. Without this space, it would
have been nearly impossible for us to get staged for aircraft or sea containers. I
would like to express our continued appreciation to everyone at ProLogis, a key
player in our continued efforts to support the people of Haiti.”
In total, ProLogis donated approximately 830,000 square feet of space to organizations in need during the year, a $460,000 value. We believe this is an example
of aligning our business with our community engagement practices, and we lookforward to building on this success moving forward.

Charitable Basketball Tournament in Poland

Social Responsibility

Employee Engagement
Realizing that our success is dependent upon the
integrity of our employees and that much of the economic
value we generate is in what we provide to employees,
ProLogis is dedicated to attracting exceptional talentand compensating its associates competitively.
[LA0] We affirm our commitment to treating employees fairly and consistently,
in addition to providing an equal employment opportunity. We believe that ouremployees are our most important assets and seek to hire and retain superior
employees by committing to excellent employment standards. We recruit, hire,
train, promote and compensate without regard to race, color, age, religion, gender, national origin, disability or sexual orientation. All other personnel actions
including, but not limited to, disciplinary action and fringe benefit programs, arebased on the same principles. ProLogis follows all relevant local and nationallaws applicable to treatment of employees.
[HR4] ProLogis did not have any cases of discrimination raised during 2009.
[EC7] We believe attracting local talent best serves our business operations. Morethan 99 percent of our employees are local nationals; at the end of the year, we
had only one expatriate companywide working in a market other than his/herhome country. Of the 237 employees ProLogis had working at the vice president
level or above in 2009, this was the only ProLogis expatriate working in anothercountry.
[LA4] Our employees are not represented by collective bargaining agreementswith the exception of Europe, where we have employees who are represented byworks councils, which are required by law. These individuals make up less than
three percent of our total headcount.

[LA1, LA2]

Social Responsibility

Training and Development[Reduction in Force
LA12] ProLogis is dedicated to the continual improvement of its training and education programs for its employees. In 2009, we expanded our global training anddevelopment team, which was formed in 2007. This group has made substantial
progress formalizing and enforcing training programs.
The group is in the process of creating programs and courses to support our dayto-day operations; their main initiative currently is to build a curriculum to support
our Market Officers and Representatives working in our field offices. Using a
blended learning strategy by providing on-demand self study courses along with
instructor led courses, this program is intended to provide job-specific training,define and reinforce core competencies while accelerating the learning process
for new and existing employees. The curriculum will also prepare employees for
future roles.
Several additional courses were launched in 2009 including Credit Training,
Lease Training and a case study about our Fund Management model, with morecourses planned in 2010.
[LA10] ProLogis tracks its investment in its employee training in terms of dollars
spent. In total, ProLogis invested nearly $950,000 in training and development for
its employees during 2009, which averages to more than $825 per employee.

ProLogis is also committed to improving its approach to professional development. At the end of the year, more than 75 percent of ProLogis employees hadreceived a performance and career development review. Our performance review
process is a combination of performance and development training.

Social Responsibility

Turnover[LA2] ProLogis was impacted by challenging market conditions in 2009 and had totake several significant steps to address the situation. A part of the effort included
evaluating our overhead structure and right-sizing our company for the environment. Unfortunately, we had to reduce our workforce in order to achieve ourobjective of a 20-25% decrease in general and administrative expenses. This wasin no way a reflection of the work done by our employees.

ProLogis provided severance benefits to eligible full-time and part-time employees whose employment was terminated due to the restructuring. In the UnitedStates, this included a minimum amount of severance pay plus additional basepay for each year of continuous service; COBRA premium healthcare coveragefor three calendar months; immediate, full vesting in the ProLogis 401K Savings
Plan; and outplacement and career counseling services.
*In Asia, a group of our employees were impacted by the sale of our operations in China
and part of our operations in Japan. As a result, they were offered and accepted positions
with the new employer. We included this group in the graphical representations below.
[LA1, LA2]

Social Responsibility

Providing Value[LA3] We recognize that a significant part of the economic value we generate
as a company is in the form of the wages and benefits provided to employees.
ProLogis employees who work more than 30 hours per week are consideredfull-time employees and can choose to participate in ProLogis’ full benefits offering. Based on location, this offering can include, but isn’t limited to: medical anddental coverage, matching 401K plans, employee stock purchase plans (ESPP),
multiple insurance coverage options (including supplemental life, accidental deathand dismemberment, dependent life, short-term disability, long-term disability,
labor, unemployment, directors and officers, etc.), academic support, fitness
allowances, travel allowances, child care allowances and meal subsidies.
[EC1] In total, the value of benefits provided globally to employees amounted to$25.5 million in 2009. Because different regions provide different benefit packages based on local standards, regulations and culture, the value we report is thevalue of benefits as defined by each region and/or country in which we operate.
In 2009, the value provided to employees via wages amounted to approximately$190 million globally. In addition, approximately 34 percent of eligible employees
participated in the employee stock purchase program last year. The value of our
401k company match was approximately $1.3 million (only applicable to employees in the U.S.).

Social Responsibility

Supplier Engagement
We fully understand that, as a company that develops new buildings, the overall
impact of our business is heavily influenced by third-party contractors, vendors
and suppliers. That is why we take a critical approach in how we contract andinteract with these groups.
Health & Safety[PR1] In 2009, we updated our vendor prequalification process for U.S. development activity to include health and safety issues. Our general contractors in
the U.S. are now required to provide accident and incident data along with theirbusiness information when proposing to work with ProLogis. This data will becollected on an annual basis and taken into full consideration—along with factors
such as cost and prior project experience—as we assess contractor performancein our procurement and contracting decisions.
Providing Value[EC6] In an effort to spread economic value to the economies in which we operate,

we utilize local construction materials and suppliers when possible.

The two largest components of our buildings, concrete and steel, are procured
from local suppliers. In addition, we use local or regional contracting for the construction of our buildings 90 to 95 percent of the time. This effort supports local
businesses, providing employment and business development opportunities. In
addition to supporting communities in a financial sense, utilizing local suppliersalso often reduces shipping and transportation of goods and people, thus reducing greenhouse gas emissions and conserving fossil fuels.

In an effort to spread economic value,
ProLogis utilizes local construction
materials and suppliers when possible.

Ethics & Corporate Governance [EC0]For us, ethics and governance means working
with integrity and ensuring effective oversightand accountability—two factors that are criticalto our long-term success as a company.
Our objectives:• Maintain high corporate governance practices through exemplary board
stewardship, management accountability and proactive risk management.

• Maintain world-class ethical standards through a strong
ethics policy, ongoing ethics training for all associates andexecutive leadership that promotes a culture of integrity.

• Maintain strong stakeholder relationships through open communications
and by using stakeholder input to respond appropriately to our constituencies.

Ethics & Governance

EthicsTrust and business integrity are critical to the long-term health of any publiccompany. At ProLogis, we recognize and value this fundamental principle andhave formally incorporated it into our corporate governance and our day-to-day
business operations.
The ProLogis Board of Trustees has adopted a Code of Ethics and BusinessConduct, applicable to all employees and the Board of Trustees, that affirms
the importance of ethical behavior in all business dealings. Employees are
responsible for abiding by the Code in the performance of their jobs and in theirinteractions with each other and those outside the company, including customers,
investors, suppliers, government officials and local communities.
ProLogis believes that to be successful and establish a culture of the highest
ethical standards, our employees, officers and Board Members must receive
regular training to stay abreast of ethical issues and ProLogis beliefs and values.
At the start of their employment and at regular intervals during their tenure with
ProLogis, all employees participate in an Ethics Challenge training session. The
Challenge is communicated by our CEO to convey our commitment to ethics. In
2009, 100 percent of employees completed two separate Ethics Challenges.
Accountability[4.6] Several provisions of our Code of Ethics and Business Conduct are intended
to help us and our Board avoid the conflicts and other issues that may arise intransactions between us and all stakeholders. Our code of ethics and businessconduct applies to all employees and trustees and can be viewed, together withany future changes, on our website at
http://ir.prologis.com/governance.cfm.
ProLogis’ General Counsel serves as ProLogis’ Ethics Administrator. The responsibilities of this position include setting and updating the ethics policy, overseeing
employee ethics training, providing guidance and advice to employees and investigating reported incidents of ethics non-compliance.
We have also established formal institutional processes for reporting any incident
or situation that may be in violation of the Code of Ethics and Business Conduct.
These include independent telephone hotlines and an anonymous form available
from our web site and our Intranet. All reported incidents are formally recorded,
investigated and appropriate management action is taken when necessary. Our
Internal Audit department ensures all reports are investigated appropriately.
Periodic reports are made to the Audit Committee of the Board.
[SO4, SO7, SO8] In 2009, ProLogis did not experience any incidents of exposure

to corruption. We did not take any legal actions for anti-competitive behavior,anti-trust or monopoly practices, and we did not have any fines or non-monetary
sanctions for non-compliance with laws and regulations.

[PR6, PR7] We also place a high importance on maintaining consistent messag-

ing when marketing our business. Every public-facing employee adheres to adetailed disclosure policy, and we follow all NYSE guidelines regarding press
release announcements and other marketing collateral. The majority of our seniormarketing staff belongs to one or more professional organizations, such as theBusiness Marketing Association and the American Marketing Association, andadheres to guidelines established by these groups. We are in full compliancewith our marketing communications regulations and do not have any violations toreport for 2009.
FCPA
ProLogis fully complies with the U.S. Foreign Corrupt Practices Act (FCPA),

which forbids bribery of foreign officials and the concealment of such bribery in
a company’s accounting records. All ProLogis employees strictly adhere to therequirements of the FCPA. Employees in international locations receive periodic
and specific training on FCPA requirements and compliance.
In addition, ProLogis’ vendors and contractors are bound by contractual specifications to abide by the regulations of FCPA internationally.
[SO3] To ensure FCPA compliance, ProLogis developed an FCPA policy, training

program, and sample FCPA contract language to be included in contracts with
non-U.S. entities. All employees have access to ProLogis’ FCPA policy via our
intranet and in the Code of Ethics and Business Conduct, and are required toalert ProLogis’ Legal Department if they have reason to know of any possible
violations. In addition, one of our 2009 Ethics Challenges was dedicated to FCPA
awareness, and 100 percent of our employees completed this training.

Ethics & GovernanceCorporate Governance
We are committed to maintaining corporate governancepractices that uphold a business environment of
uncompromising integrity. We reinforce this objective
through our governance policies and compliancewith the Sarbanes-Oxley Act of 2002, FCPA, theU.S Securities and Exchange Commission and therules of the New York Stock Exchange (NYSE).

Ethics & GovernanceCorporate Responsibility Board Committee
Corporate Responsibility is integrated into every level at ProLogis. It is part of ourculture and is reflected in our business decisions and negotiations. Our governance structure helps to enforce the culture of corporate responsibility that has
been fostered at ProLogis.
Our Board of Trustees contains a Corporate Responsibility Committee. Threemembers preside on this committee and take an active role in considering how
the company deploys and reacts to varying opportunities regarding ProLogis’
corporate responsibility program.

Ethics & Governance

Executive Officer, Dedicated Staff
We also have a Chief Sustainability Officer (CSO), who, at the executive level,
makes decisions related to our day-to-day corporate responsibility programs andmanages our in-house corporate responsibility team.
This team comprises dedicated associates whose primary focus is on furthering ProLogis’ corporate responsibility efforts. For example, the Vice Presidents
of Renewable Energy serve as the leads for solar, wind and all other renewable energy projects that ProLogis pursues. We also have a Vice President ofCorporate Responsibility who manages other aspects of our CR program, including tracking and managing ProLogis’ carbon footprint, coordinating our community engagement efforts and managing our Corporate Responsibility Champion
program, described below.
ProLogis has identified one person in every office worldwide assigned to help
further the company’s corporate responsibility efforts on a local level. Specifically,
this includes minimizing each individual field office’s impact on the environment and contributing to the local communities in which we operate. These “CRChampions” create a network with the following objectives:• Elevate awareness of corporate responsibility within the company.

• Improve corporate responsibility-related communication and data sharing.
• Reduce the impact of our operations on theenvironment and enhance our communities.

By addressing corporate responsibility at all levels of the organization, thisapproach helps to integrate a corporate responsibility ethic into all that we do.
For more information on our CR Champions, please see our our Corporate
Responsibility Champions page.

Jack Rizzo

Chief Sustainability Officer, ProLogis

Ethics & Governance

Board Practices[4.1, 4.2, 4.6] Our highest governance body is the Board of Trustees, followed byour executive committee. Stephen L. Feinberg is the Chairman of the Board andWalter C. Rakowich is the Chief Executive Officer. The ProLogis Board is responsible for reviewing and approving strategic plans, corporate actions and financial
objectives and adheres to a well-defined code of ethics. In addition, the Board
participates in a company-wide ethics challenge conducted twice a year by our
Legal Department.

[4.1] Our Board Committee Charters include:

Audit Committee Charter

Board Governance and Nomination Committee Charter
Investment and Finance Committee Charter

Management Development and Compensation Committee Charter
Corporate Responsibility Committee Charter[4.3, 4.7] Our Board comprises 11 members who are elected annually, 10 ofwhom are independent. We require that a majority of our Board be independentin accordance with the applicable provisions of the Securities Act of 1934 andthe rules standards adopted by the NYSE. With two women and one AfricanAmerican, 27 percent of our Board seats are diverse.
Prior to the election of any member of the Board, the Board Governance andNomination Committee screens all potential candidates with a biographical profile, conducts interviews and retains executive search firms as necessary.

[4.8] At regular meetings, the Board reviews and evaluates internal mission state-ments, codes of conduct and principles related to economic, environmental andsocial performance. The Board has approved a mission statement, which is asfollows: “Our mission is to be the leading global provider of sustainable distribution facilities to the world’s largest users of distribution space and to maximize
shareholder value through customer service, organizational excellence and ourcommitment to corporate responsibility.”[4.9] The Board receives an official update on all of ProLogis’ strategic initiatives,
including corporate responsibility initiatives, during Board meetings. The Chief
Sustainability Officer reports directly to the CEO and acts as the liaison between
the Board and senior management on all environmental and social responsibility
objectives.
[4.10] The Board conducts an annual self-evaluation of its performance and theperformance of each Board committee to determine whether the Board and committees are functioning effectively. This evaluation includes the Board Corporate
Responsibility Committee. The results are discussed by the full Board with any
agreed changes incorporated in policies and procedures as applicable.
[4.10] Historically, ProLogis has provided RiskMetrics Group’s Corporate
Governance Quotient (CGQ) as a part of this report. RiskMetrics Group provides
the most widely recognized third-party measure of corporate governance andhas recently replaced its annual CGQ (Corporate Governance Quotient) with a
new GRId system, which assess the company along four dimensions of corporate
governance: board structure, compensation/remuneration, shareholder rights andaudit issues. At the time this report was published, however, RiskMetrics had notreleased ProLogis’ Governance Risk Indicators (GRId).
[4.5] Our compensation philosophy is to reward superior company and executive

performance and to attract and retain highly competent executives upon whose
judgment, initiative and leadership our success depends.
[4.5] ProLogis’ Management Development and Compensation Committee administers our executive compensation program. On an annual basis, the compensation committee reviews the elements of compensation for our executive officers,which includes an evaluation of the program’s effectiveness with respect to ourability to hire, retain, and motivate key employees, as well as through our ability
to create long-term shareholder value.
[4.5] The compensation structure is straightforward and primarily consists of acash component (base salary and target cash bonus) and a long-term equity
component. For more on our compensation structure, please refer to ourDefinitive Proxy Statement, filed most recently on March 30, 2010: 2010 Proxy
Statement.
[4.4] You may communicate with any of the trustees, individually or as a group, by

writing to them c/o Edward S. Nekritz, General Counsel and Secretary, ProLogis,4545 Airport Way, Denver, Colorado 80239. All communications should prominently indicate on the outside of the envelope that they are intended for the full
Board, for outside trustees only or for any particular group or member of theBoard.
For a complete description of ProLogis’ corporate governance practices, please
visit: http://ir.prologis.com/governance.cfm.

Ethics & GovernanceRisk Management
ProLogis takes a holistic approach to managing risk throughout our company, notlimited to familiar or quantifiable risk. Our approach includes: understanding andmanaging risk and risk-reward relationships for corporate strategic objectives;
establishing appropriate mitigation and management practices; and empowering
leaders to identify functional risks.
Our approach builds upon traditional risk management functions such as theLegal, Investment Services and Insurance/Risk Management departments.
However, the concept of risk avoidance is woven into every function at ProLogis,
from the Treasury and Finance departments to the Corporate Communications,
Corporate Responsibility and Human Resource departments.
The scope of risk within our business includes, but is not limited to: externalrisks (hazards caused by fires, natural disasters or geopolitical factors), financial
risks (fluctuations in stock price, liquidity/debt ratings, customer credit, taxes orcurrency-related risks), operational risks (human capital, processes, technology
or disaster recovery), organizational risks (reputation, competition, culture or
governance) and macro-economic factors (gross domestic product, supply anddemand, etc.).
[4.9] We are committed to risk analysis at the Board level. The Board Corporate
Responsibility Committee analyzes the company’s environmental stewardshipand social responsibility efforts on a regular basis, with the full Board responsible
for evaluating the company’s business performance. To address and review risk
metrics associated with investments, the Investment and Finance Committee
regularly monitors and analyzes investment and finance activity. The Board Audit
Committee is charged with monitoring the quality and integrity of the accounting and reporting practices as well as addressing all other forms of risk to thecompany. And regarding corporate governance matters and principles, the Board
Governance and Nomination Committee regularly assesses and develops recommendations to the Board.
[4.11] We take precautionary measures to address risk in operational planningand with new investments. We have operational controls in place for emergency
management, carry comprehensive insurance coverage, maintain dedicated personnel to manage our assets, conduct both standardized and consistent leasing
practices and conduct a thorough underwriting process. In addition, through ourInternal Audit department we perform regular independent assessments of oursystems to ensure we are performing according to ProLogis’ objectives.

[4.11] Before any capital is committed to a new investment, we perform thoroughdue diligence and present investment memos based on the findings to ProLogis’internal investment committee. The committee reviews investment memos, conducts an economic analysis and considers the social and environmental impactsof the investment. Depending on the level of investment, the Board Investment
and Finance Committee will review and approve investment memos.

Global Compliance Officer and Disclosure Committee[4.9] Internal positions and committees help to further our risk management
efforts.
The Global Compliance Officer, a full-time position formed in 2009, reviews andoversees all issues related to global compliance. For example, last year the
Officer conducted a corporate simplification process and identified a number ofcorporate entities with duplicative purposes and eliminated the unneeded entities.
The Disclosure Committee is made up of senior members of various ProLogis
departments and helps to identify risk in any company activities that relate to
ProLogis controls as well as the integrity of financial reporting. A questionnaire iscirculated regularly to selected employees who impact financial and operational
controls to determine whether controls are working properly and enable us to be
in compliance with Sarbanes Oxley issues. The committee reports to the Chief
Executive Officer and the Chief Financial Officer to make any needed recommendations prior to filing financial statements.

World H e a dqua rte rs

4545 Airport Way
Denver, Colorado 80239+1 303 567 5000
Eu rope

34-38 avenue de la Liberté
L-1930, Luxembourg+352 26 20 57 40
Eu rope a n Custom e r S e rv ice

Tower F, 6th Floor
Schiphol Boulevard 115
Schiphol, Noord Holland
1118 BG Schiphol Airport
The Netherlands+31 20 655 66 66
Ja pa nShiodome City Center
4th Floor
1-5-2 Higashi-Shinbashi
Minato-ku
Tokyo, Japan 105-7104+81 3 6215 8480
www. prolog i s .com