##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2011
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-13545 (Prologis, Inc.) 001-14245 (Prologis, L.P.)
 
 
 Prologis, Inc.
Prologis, L.P.
  Maryland (Prologis, Inc.) 
Delaware (Prologis, L.P.)(State or other jurisdiction of 
incorporation or organization)
    
    94-3281941 (Prologis, Inc.)
94-3285362 (Prologis, L.P.)(I.R.S. Employer
Identification No.)
 Pier 1, Bay 1, San Francisco, California(Address or principal executive offices)
    
    94111(Zip Code)
 (415) 394-9000
(Registrants telephone number, including area code)
 (Former name, former address and former fiscal year, if changed since last report)
  þ o  þ o
  þ o  þ o
   Large accelerated filer þ
Accelerated filer o
Non-accelerated filer o(Do not check if a smaller reporting company)
Smaller reporting company o  Large accelerated filer o
Accelerated filer o
Non-accelerated filer þ(Do not check if a smaller reporting company)
Smaller reporting company o  o þ  o þ




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EXPLANATORY NOTE
     
    
    enhances investors understanding of the REIT and the Operating Partnership by enabling
investors to view the business as a whole in the same manner as management views and
operates the business;
    
    eliminates duplicative disclosure and provides a more streamlined and readable
presentation since a substantial portion of the Companys disclosure applies to both the
REIT and the Operating Partnership; and
    
    creates time and cost efficiencies through the preparation of one combined report
instead of two separate reports.




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PROLOGIS
 INDEX
 PageNumberPART I. Financial InformationItem 1. Financial StatementsPrologis, Inc.:Consolidated Balance Sheets  June 30, 2011 and December 31, 2010
    
    
    1Consolidated Statements of Operations  Three and Six Months Ended June 30, 2011 and 2010
    
    
    2Consolidated Statement of Equity  Six Months Ended June 30, 2011 June 30, 2011
    
    
    3Consolidated Statements of Comprehensive Income (Loss)  Six Months Ended June 30, 2011 and
2010
    
    
    3Consolidated Statements of Cash Flows  Six Months Ended June 30, 2011 and 2010
    
    
    4Prologis, L.P.:Consolidated Balance Sheets  June 30, 2011 and December 31, 2010
    
    
    5Consolidated Statements of Operations  Three and Six Months Ended June 30, 2011 and 2010
    
    
    6Consolidated Statement of Equity  Six Months Ended June 30, 2011 June 30, 2011
    
    
    7Consolidated Statements of Comprehensive Income (Loss)  Six Months Ended June 30, 2011 and
2010
    
    
    7Consolidated Statements of Cash Flows  Six Months Ended June 30, 2011 and 2010
    
    
    8Notes to Consolidated Financial Statements
    
    
    9Reports of Independent Registered Public Accounting Firm
    
    
    30Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    32Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    45Item 4. Controls and Procedures
    
    
    46PART II. Other InformationItem 1. Legal Proceedings
    
    
    46Item 1A. Risk Factors
    
    
    46Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    46Item 3. Defaults Upon Senior Securities
    
    
    46Item 4. [Removed and Reserved]
    
    
    46Item 5. Other Information
    
    
    46Item 6. Exhibits
    
    
    47EX-10.9EX-10.10EX-10.11EX-10.12EX-10.12EX-12.1EX-12.2EX-15.1EX-15.2EX-31.1EX-31.2EX-31.3EX-31.4EX-32.1EX-32.2




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PART 1.
 
 Item 1. Financial Statements
 
 PROLOGIS, INC.
 
 CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
 June 30,2011
    
    
    December 31,(Unaudited)
    
    
    2010ASSETSInvestments in real estate properties
    
    $
    25,748,754
    
    
    $
    12,879,641Less accumulated depreciation
    
    
    1,764,289
    
    
    
    1,595,678Net investments in real estate properties
    
    
    23,984,465
    
    
    
    11,283,963Investments in and advances to unconsolidated investees
    
    
    3,012,144
    
    
    
    2,024,661Notes receivable backed by real estate
    
    
    359,228
    
    
    
    302,144Assets held for sale
    
    
    171,765
    
    
    
    574,791Net investments in real estate
    
    
    27,527,602
    
    
    
    14,185,559Cash and cash equivalents
    
    
    260,893
    
    
    
    37,634Restricted cash
    
    
    68,390
    
    
    
    27,081Accounts receivable
    
    
    197,475
    
    
    
    58,979Other assets
    
    
    1,080,146
    
    
    
    593,414Total assets
    
    $
    29,134,506
    
    
    $
    14,902,667LIABILITIES AND EQUITYLiabilities:Debt
    
    $
    12,119,952
    
    
    $
    6,506,029Accounts payable and accrued expenses
    
    
    702,378
    
    
    
    388,536Other liabilities
    
    
    1,239,922
    
    
    
    467,998Liabilities related to assets held for sale
    
    
    2,009
    
    
    
    19,749Total liabilities
    
    
    14,064,261
    
    
    
    7,382,312Equity:Prologis, Inc. stockholders equity:Preferred stock
    
    
    582,200
    
    
    
    350,000Common stock; $0.01 par value; 458,872 shares issued and outstanding at June
30, 2011 and 254,482 shares issued and outstanding at December 31, 2010
    
    
    4,589
    
    
    
    2,545Additional paid-in capital
    
    
    16,384,229
    
    
    
    9,671,560Accumulated other comprehensive income (loss)
    
    
    225,364
    
    
    
    (3,160
    )Distributions in excess of net earnings
    
    
    (2,842,842
    )
    
    
    (2,515,722
    )Total Prologis, Inc. stockholders equity
    
    
    14,353,540
    
    
    
    7,505,223Noncontrolling interests
    
    
    716,705
    
    
    
    15,132Total equity
    
    
    15,070,245
    
    
    
    7,520,355Total liabilities and equity
    
    $
    29,134,506
    
    
    $
    14,902,667
  1




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PROLOGIS, INC.
 CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Revenues:Rental income
    
    $
    294,670
    
    
    $
    188,205
    
    
    $
    500,088
    
    
    $
    375,835Private capital revenue
    
    
    32,311
    
    
    
    28,307
    
    
    
    61,481
    
    
    
    56,969Development management and other income
    
    
    8,920
    
    
    
    2,634
    
    
    
    13,239
    
    
    
    3,710Total revenues
    
    
    335,901
    
    
    
    219,146
    
    
    
    574,808
    
    
    
    436,514Expenses:Rental expenses
    
    
    81,140
    
    
    
    54,089
    
    
    
    144,447
    
    
    
    110,313Private capital expenses
    
    
    11,596
    
    
    
    9,931
    
    
    
    22,148
    
    
    
    20,250General and administrative
    
    
    51,840
    
    
    
    38,921
    
    
    
    91,023
    
    
    
    80,927Merger, acquisition and other integration expenses
    
    
    103,052
    
    
    
    
    
    
    
    109,040
    
    
    
    Depreciation and amortization
    
    
    123,079
    
    
    
    76,871
    
    
    
    205,744
    
    
    
    152,012Other expenses
    
    
    5,587
    
    
    
    5,016
    
    
    
    10,271
    
    
    
    9,283Total expenses
    
    
    376,294
    
    
    
    184,828
    
    
    
    582,673
    
    
    
    372,785Operating income (loss)
    
    
    (40,393
    )
    
    
    34,318
    
    
    
    (7,865
    )
    
    
    63,729Other income (expense):Earnings from unconsolidated investees, net
    
    
    11,399
    
    
    
    3,304
    
    
    
    25,040
    
    
    
    11,277Interest expense
    
    
    (113,059
    )
    
    
    (118,920
    )
    
    
    (203,621
    )
    
    
    (228,899
    )Impairment of other assets
    
    
    (103,823
    )
    
    
    
    
    
    
    (103,823
    )
    
    
    Interest and other income (expense), net
    
    
    5,277
    
    
    
    (1,370
    )
    
    
    2,698
    
    
    
    (1,542
    )Net gains on acquisitions and dispositions of investments in
real estate
    
    
    102,529
    
    
    
    10,959
    
    
    
    106,254
    
    
    
    22,766Foreign currency exchange and derivative losses, net
    
    
    (10,255
    )
    
    
    (7,206
    )
    
    
    (8,881
    )
    
    
    (3,518
    )Gain (loss) on early extinguishment of debt, net
    
    
    
    
    
    
    975
    
    
    
    
    
    
    
    (46,658
    )Total other income (expense)
    
    
    (107,932
    )
    
    
    (112,258
    )
    
    
    (182,333
    )
    
    
    (246,574
    )Loss before income taxes
    
    
    (148,325
    )
    
    
    (77,940
    )
    
    
    (190,198
    )
    
    
    (182,845
    )Current income tax expense
    
    
    6,311
    
    
    
    598
    
    
    
    11,816
    
    
    
    10,351Deferred income tax expense (benefit)
    
    
    118
    
    
    
    (40,847
    )
    
    
    982
    
    
    
    (42,398
    )Total income tax expense (benefit)
    
    
    6,429
    
    
    
    (40,249
    )
    
    
    12,798
    
    
    
    (32,047
    )Loss from continuing operations
    
    
    (154,754
    )
    
    
    (37,691
    )
    
    
    (202,996
    )
    
    
    (150,798
    )Discontinued operations:Income attributable to disposed properties and assets held for
sale
    
    
    2,952
    
    
    
    20,122
    
    
    
    9,070
    
    
    
    40,574Net gains on dispositions, net of related impairment charges and
taxes
    
    
    8,175
    
    
    
    979
    
    
    
    10,135
    
    
    
    9,127Total discontinued operations
    
    
    11,127
    
    
    
    21,101
    
    
    
    19,205
    
    
    
    49,701Consolidated net loss
    
    
    (143,627
    )
    
    
    (16,590
    )
    
    
    (183,791
    )
    
    
    (101,097
    )Net earnings attributable to noncontrolling interests
    
    
    (202
    )
    
    
    (191
    )
    
    
    (285
    )
    
    
    (444
    )Net loss attributable to controlling interests
    
    
    (143,829
    )
    
    
    (16,781
    )
    
    
    (184,076
    )
    
    
    (101,541
    )Less preferred share dividends
    
    
    7,642
    
    
    
    6,369
    
    
    
    14,011
    
    
    
    12,738Net loss attributable to common shares
    
    $
    (151,471
    )
    
    $
    (23,150
    )
    
    $
    (198,087
    )
    
    $
    (114,279
    )Weighted average common shares outstanding  Basic
    
    
    307,756
    
    
    
    212,840
    
    
    
    281,384
    
    
    
    212,441Weighted average common shares outstanding  Diluted
    
    
    307,756
    
    
    
    212,840
    
    
    
    281,384
    
    
    
    212,441Net earnings (loss) per share attributable to common shares  Basic:Continuing operations
    
    $
    (0.53
    )
    
    $
    (0.21
    )
    
    $
    (0.77
    )
    
    $
    (0.77
    )Discontinued operations
    
    
    0.04
    
    
    
    0.10
    
    
    
    0.07
    
    
    
    0.23Net loss per share attributable to common shares  Basic
    
    $
    (0.49
    )
    
    $
    (0.11
    )
    
    $
    (0.70
    )
    
    $
    (0.54
    )Net earnings (loss) per share attributable to common shares 
Diluted:Continuing operations
    
    $
    (0.53
    )
    
    $
    (0.21
    )
    
    $
    (0.77
    )
    
    $
    (0.77
    )Discontinued operations
    
    
    0.04
    
    
    
    0.10
    
    
    
    0.07
    
    
    
    0.23Net loss per share attributable to common shares  Diluted
    
    $
    (0.49
    )
    
    $
    (0.11
    )
    
    $
    (0.70
    )
    
    $
    (0.54
    )Distributions per common share
    
    $
    0.25
    
    
    $
    0.34
    
    
    $
    0.50
    
    
    $
    0.67
  2




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PROLOGIS, INC.
 
 CONSOLIDATED STATEMENT OF EQUITY
Six Months Ended June 30, 2011
(Unaudited)
(In thousands)
 Common Stock
    
    
    
    
    
    Accumulated
    
    DistributionsNumber
    
    
    
    
    
    Additional
    
    Other
    
    in Excess of
    
    Non-Preferred
    
    of
    
    Par
    
    Paid-in
    
    Comprehensive
    
    Net
    
    controlling
    
    TotalStock
    
    Shares
    
    Value
    
    Capital
    
    Income (Loss)
    
    Earnings
    
    interests
    
    EquityBalance as of January 1, 2011
    
    $
    350,000
    
    
    
    254,482
    
    
    $
    2,545
    
    
    $
    9,671,560
    
    
    $
    (3,160
    )
    
    $
    (2,515,722
    )
    
    $
    15,132
    
    
    $
    7,520,355Consolidated net earnings (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (184,076
    )
    
    
    285
    
    
    
    (183,791
    )Merger and PEPR acquisition
    
    
    232,200
    
    
    
    169,626
    
    
    
    1,696
    
    
    
    5,581,415
    
    
    
    
    
    
    
    
    
    
    
    709,433
    
    
    
    6,524,744Issuances of shares in equity offering,
net of issuance costs
    
    
    
    
    
    
    34,500
    
    
    
    345
    
    
    
    1,111,787
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,112,132Issuance of common shares under common share
plans, net of issuance costs
    
    
    
    
    
    
    264
    
    
    
    3
    
    
    
    11,105
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,108Distributions and allocations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,362
    
    
    
    
    
    
    
    (143,044
    )
    
    
    (8,535
    )
    
    
    (143,217
    )Foreign currency translation gains, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    213,888
    
    
    
    
    
    
    
    390
    
    
    
    214,278Unrealized gain and amortization
on derivative contracts, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,636
    
    
    
    
    
    
    
    
    
    
    
    14,636Balance as of June 30, 2011
    
    $
    582,200
    
    
    
    458,872
    
    
    $
    4,589
    
    
    $
    16,384,229
    
    
    $
    225,364
    
    
    $
    (2,842,842
    )
    
    $
    716,705
    
    
    $
    15,070,245
 PROLOGIS, INC
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In thousands)
 Six Months EndedJune 30,2011
    
    
    2010Net loss attributable to controlling interests
    
    $
    (184,076
    )
    
    $
    (101,541
    )Other comprehensive income (loss):Foreign currency translation gains (losses), net
    
    
    213,888
    
    
    
    (409,567
    )Unrealized gains (losses) and amortization on derivative contracts, net
    
    
    14,636
    
    
    
    (19,277
    )Comprehensive income (loss) attributable to common shares
    
    $
    44,448
    
    
    $
    (530,385
    )
  3




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PROLOGIS, INC.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 Six Months EndedJune 30,2011
    
    
    2010Operating activities:Net loss attributable to controlling interests
    
    $
    (184,076
    )
    
    $
    (101,541
    )Adjustments
to reconcile net loss to net cash provided by (used in) operating activities:Noncontrolling interest share in earnings, net
    
    
    285
    
    
    
    444Straight-lined rents
    
    
    (23,368
    )
    
    
    (21,511
    )Cost of share-based compensation awards, net
    
    
    5,039
    
    
    
    11,909Depreciation and amortization
    
    
    206,219
    
    
    
    173,802Earnings from unconsolidated investees
    
    
    (25,040
    )
    
    
    (11,277
    )Changes in operating receivables and distributions from unconsolidated investees
    
    
    17,000
    
    
    
    53,525Amortization
of management contracts
    
    
    1,921
    
    
    
    1,100Amortization of deferred loan costs
    
    
    12,761
    
    
    
    13,917Amortization of debt discount, net
    
    
    12,908
    
    
    
    27,532Non-cash
merger expenses
    
    
    14,889
    
    
    
    Impairment of real estate properties and other assets
    
    
    103,823
    
    
    
    367Net gains on
dispositions, net of related impairment charges, included in discontinued operations
    
    
    (12,051
    )
    
    
    (9,127
    )Gains
recognized on property acquisitions and dispositions, net
    
    
    (106,254
    )
    
    
    (22,766
    )Loss on early extinguishment of debt, net
    
    
    
    
    
    
    46,658Unrealized
foreign currency and derivative losses, net
    
    
    8,652
    
    
    
    4,229Deferred income tax expense (benefit)
    
    
    982
    
    
    
    (42,398
    )Decrease (increase) in restricted cash, accounts receivable and other assets
    
    
    (53,663
    )
    
    
    27,820Increase (decrease) in accounts payable and accrued expenses and other liabilities
    
    
    2,746
    
    
    
    (49,960
    )Net cash
provided by (used in) operating activities
    
    
    (17,227
    )
    
    
    102,723Investing activities:Real estate investments
    
    
    (446,913
    )
    
    
    (255,760
    )Tenant improvements and lease commissions on previously leased space
    
    
    (28,197
    )
    
    
    (22,781
    )Non-development capital expenditures
    
    
    (13,865
    )
    
    
    (11,836
    )Net advances from (investments in and net advances to) unconsolidated investees
    
    
    11,329
    
    
    
    (150,981
    )Return of investment from unconsolidated investees
    
    
    57,256
    
    
    
    41,644Proceeds from dispositions of real estate properties
    
    
    610,371
    
    
    
    260,026Proceeds from repayment of notes receivable
    
    
    9,695
    
    
    
    13,639Investments in notes receivable backed by real estate and advances on other notes receivable
    
    
    (55,000
    )
    
    
    Cash
acquired in connection with AMB merger
    
    
    234,045
    
    
    
    Acquisition
of ProLogis European Properties (PEPR), net of cash
received
    
    
    (1,025,251
    )
    
    
    Net cash used in investing activities
    
    
    (646,530
    )
    
    
    (126,049
    )Financing activities:Issuance of
common shares, net
    
    
    1,156,493
    
    
    
    28,714Distributions
paid on common shares
    
    
    (129,030
    )
    
    
    (143,815
    )Dividends
paid on preferred shares
    
    
    (12,708
    )
    
    
    (12,708
    )Noncontrolling interest distributions, net
    
    
    (170
    )
    
    
    (352
    )Debt and equity issuance costs paid
    
    
    (67,316
    )
    
    
    (25,270
    )Net payments on credit facilities
    
    
    (50,213
    )
    
    
    (275,508
    )Repurchase of senior and exchangeable senior notes and extinguishment of secured mortgage debt
    
    
    
    
    
    
    (1,190,463
    )Proceeds from issuance of debt
    
    
    885,453
    
    
    
    1,686,388Payments on debt
    
    
    (897,115
    )
    
    
    (50,439
    )Net cash provided by financing activities
    
    
    885,394
    
    
    
    16,547Effect of foreign currency exchange rate changes on cash
    
    
    1,622
    
    
    
    (2,481
    )Net increase (decrease) in cash and cash equivalents
    
    
    223,259
    
    
    
    (9,260
    )Cash and cash equivalents, beginning of period
    
    
    37,634
    
    
    
    34,362Cash and cash equivalents, end of period
    
    $
    260,893
    
    
    $
    25,102
   4




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##### Table of Contents



PROLOGIS, L.P.
 
 CONSOLIDATED BALANCE SHEETS
(In thousands)
 June 30,2011
    
    
    December 31,(Unaudited)
    
    
    2010ASSETSInvestments in real estate properties
    
    $
    25,748,754
    
    
    $
    12,879,641Less accumulated depreciation
    
    
    1,764,289
    
    
    
    1,595,678Net investments in real estate properties
    
    
    23,984,465
    
    
    
    11,283,963Investments in and advances to unconsolidated investees
    
    
    3,012,144
    
    
    
    2,024,661Notes receivable backed by real estate
    
    
    359,228
    
    
    
    302,144Assets held for sale
    
    
    171,765
    
    
    
    574,791Net investments in real estate
    
    
    27,527,602
    
    
    
    14,185,559Cash and cash equivalents
    
    
    260,893
    
    
    
    37,634Restricted cash
    
    
    68,390
    
    
    
    27,081Accounts receivable
    
    
    197,475
    
    
    
    58,979Other assets
    
    
    1,080,146
    
    
    
    593,414Total assets
    
    $
    29,134,506
    
    
    $
    14,902,667LIABILITIES AND CAPITALLiabilities:Debt
    
    $
    12,119,952
    
    
    $
    6,506,029Accounts payable and accrued expenses
    
    
    702,378
    
    
    
    388,536Other liabilities
    
    
    1,239,922
    
    
    
    467,998Liabilities related to assets held for sale
    
    
    2,009
    
    
    
    19,749Total liabilities
    
    
    14,064,261
    
    
    
    7,382,312Capital:Partners capital:General partner  preferred
    
    
    582,200
    
    
    
    350,000General partner  common
    
    
    13,771,340
    
    
    
    7,155,223Limited partners
    
    
    61,793
    
    
    
    Total partners capital
    
    
    14,415,333
    
    
    
    7,505,223Noncontrolling interests
    
    
    654,912
    
    
    
    15,132Total capital
    
    
    15,070,245
    
    
    
    7,520,355Total liabilities and capital
    
    $
    29,134,506
    
    
    $
    14,902,667
  5




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##### Table of Contents



PROLOGIS, L.P.
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Revenues:Rental income
    
    $
    294,670
    
    
    $
    188,205
    
    
    $
    500,088
    
    
    $
    375,835Private capital revenue
    
    
    32,311
    
    
    
    28,307
    
    
    
    61,481
    
    
    
    56,969Development management and other income
    
    
    8,920
    
    
    
    2,634
    
    
    
    13,239
    
    
    
    3,710Total revenues
    
    
    335,901
    
    
    
    219,146
    
    
    
    574,808
    
    
    
    436,514Expenses:Rental expenses
    
    
    81,140
    
    
    
    54,089
    
    
    
    144,447
    
    
    
    110,313Private capital expenses
    
    
    11,596
    
    
    
    9,931
    
    
    
    22,148
    
    
    
    20,250General and administrative
    
    
    51,840
    
    
    
    38,921
    
    
    
    91,023
    
    
    
    80,927Merger,
acquisition and other integration expenses
    
    
    103,052
    
    
    
    
    
    
    
    109,040
    
    
    
    Depreciation and amortization
    
    
    123,079
    
    
    
    76,871
    
    
    
    205,744
    
    
    
    152,012Other expenses
    
    
    5,587
    
    
    
    5,016
    
    
    
    10,271
    
    
    
    9,283Total expenses
    
    
    376,294
    
    
    
    184,828
    
    
    
    582,673
    
    
    
    372,785Operating income (loss)
    
    
    (40,393
    )
    
    
    34,318
    
    
    
    (7,865
    )
    
    
    63,729Other income (expense):Earnings from unconsolidated investees, net
    
    
    11,399
    
    
    
    3,304
    
    
    
    25,040
    
    
    
    11,277Interest expense
    
    
    (113,059
    )
    
    
    (118,920
    )
    
    
    (203,621
    )
    
    
    (228,899
    )Impairment of other assets
    
    
    (103,823
    )
    
    
    
    
    
    
    (103,823
    )
    
    
    Interest and other income (expense), net
    
    
    5,277
    
    
    
    (1,370
    )
    
    
    2,698
    
    
    
    (1,542
    )Net gains on acquisitions and dispositions of investments in real estate
    
    
    102,529
    
    
    
    10,959
    
    
    
    106,254
    
    
    
    22,766Foreign currency exchange and derivative losses, net
    
    
    (10,255
    )
    
    
    (7,206
    )
    
    
    (8,881
    )
    
    
    (3,518
    )Gain (loss) on early extinguishment of debt, net
    
    
    
    
    
    
    975
    
    
    
    
    
    
    
    (46,658
    )Total other income (expense)
    
    
    (107,932
    )
    
    
    (112,258
    )
    
    
    (182,333
    )
    
    
    (246,574
    )Loss before income taxes
    
    
    (148,325
    )
    
    
    (77,940
    )
    
    
    (190,198
    )
    
    
    (182,845
    )Current income tax expense
    
    
    6,311
    
    
    
    598
    
    
    
    11,816
    
    
    
    10,351Deferred income tax expense (benefit)
    
    
    118
    
    
    
    (40,847
    )
    
    
    982
    
    
    
    (42,398
    )Total income tax expense (benefit)
    
    
    6,429
    
    
    
    (40,249
    )
    
    
    12,798
    
    
    
    (32,047
    )Loss from continuing operations
    
    
    (154,754
    )
    
    
    (37,691
    )
    
    
    (202,996
    )
    
    
    (150,798
    )Discontinued operations:Income attributable to disposed properties and assets held for sale
    
    
    2,952
    
    
    
    20,122
    
    
    
    9,070
    
    
    
    40,574Net gains on dispositions, net of related impairment charges and taxes
    
    
    8,175
    
    
    
    979
    
    
    
    10,135
    
    
    
    9,127Total discontinued operations
    
    
    11,127
    
    
    
    21,101
    
    
    
    19,205
    
    
    
    49,701Consolidated net loss
    
    
    (143,627
    )
    
    
    (16,590
    )
    
    
    (183,791
    )
    
    
    (101,097
    )Net earnings attributable to noncontrolling interests
    
    
    (202
    )
    
    
    (191
    )
    
    
    (285
    )
    
    
    (444
    )Net loss attributable to controlling interests
    
    
    (143,829
    )
    
    
    (16,781
    )
    
    
    (184,076
    )
    
    
    (101,541
    )Less preferred unit dividends
    
    
    7,642
    
    
    
    6,369
    
    
    
    14,011
    
    
    
    12,738Net loss attributable to common unitholders
    
    $
    (151,471
    )
    
    $
    (23,150
    )
    
    $
    (198,087
    )
    
    $
    (114,279
    )Weighted average common units outstanding  Basic
    
    
    308,389
    
    
    
    212,840
    
    
    
    281,702
    
    
    
    212,441Weighted average common units outstanding  Diluted
    
    
    308,389
    
    
    
    212,840
    
    
    
    281,702
    
    
    
    212,441Net earnings (loss) per unit attributable to common unitholders  Basic:Continuing operations
    
    $
    (0.53
    )
    
    $
    (0.21
    )
    
    $
    (0.77
    )
    
    $
    (0.77
    )Discontinued operations
    
    
    0.04
    
    
    
    0.10
    
    
    
    0.07
    
    
    
    0.23Net loss per unit attributable to common unitholders  Basic
    
    $
    (0.49
    )
    
    $
    (0.11
    )
    
    $
    (0.70
    )
    
    $
    (0.54
    )Net earnings (loss) per unit attributable to common unitholders  Diluted:Continuing operations
    
    $
    (0.53
    )
    
    $
    (0.21
    )
    
    $
    (0.77
    )
    
    $
    (0.77
    )Discontinued operations
    
    
    0.04
    
    
    
    0.10
    
    
    
    0.07
    
    
    
    0.23Net loss per unit attributable to common unitholders  Diluted
    
    $
    (0.49
    )
    
    $
    (0.11
    )
    
    $
    (0.70
    )
    
    $
    (0.54
    )
  6




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##### Table of Contents



PROLOGIS, L.P.
 
 CONSOLIDATED STATEMENT OF CAPITAL
Six Months Ended June 30, 2011
(Unaudited)
(In thousands)
 General Partner
    
    Limited Partners
    
    Non-Preferred
    
    Common
    
    Common
    
    controllingUnits
    
    Amount
    
    Units
    
    Amount
    
    Units
    
    Amount
    
    Interests
    
    TotalBalance as of January 1, 2011
    
    
    12,000
    
    
    $
    350,000
    
    
    
    254,482
    
    
    $
    7,155,223
    
    
    
    
    
    
    $
    
    
    
    $
    15,132
    
    
    $
    7,520,355Consolidated net earnings (loss)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (184,076
    )
    
    
    
    
    
    
    
    
    
    
    285
    
    
    
    (183,791
    )Merger and PEPR acquisition
    
    
    9,300
    
    
    
    232,200
    
    
    
    169,626
    
    
    
    5,583,111
    
    
    
    2,059
    
    
    
    70,155
    
    
    
    639,278
    
    
    
    6,524,744Issuance of units in exchange for contributions
of equity offering proceeds
    
    
    
    
    
    
    
    
    
    
    34,500
    
    
    
    1,112,132
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,112,132Issuance of common units
    
    
    
    
    
    
    
    
    
    
    264
    
    
    
    11,108
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,108Distributions and allocations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (134,682
    )
    
    
    
    
    
    
    (8,362
    )
    
    
    (173
    )
    
    
    (143,217
    )Foreign currency translation gains, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    213,888
    
    
    
    
    
    
    
    
    
    
    
    390
    
    
    
    214,278Unrealized gain (loss) and amortization
on derivative contracts, net
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,636
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,636Balance as of June 30, 2011
    
    
    21,300
    
    
    $
    582,200
    
    
    
    458,872
    
    
    $
    13,771,340
    
    
    
    2,059
    
    
    $
    61,793
    
    
    $
    654,912
    
    
    $
    15,070,245
 PROLOGIS, L.P.
 
 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
(In thousands)
 Six Months EndedJune 30,2011
    
    
    2010Net loss attributable to controlling interests
    
    $
    (184,076
    )
    
    $
    (101,541
    )Other comprehensive income (loss):Foreign currency translation gains (losses), net
    
    
    213,888
    
    
    
    (409,567
    )Unrealized gains (losses) and amortization on derivative contracts, net
    
    
    14,636
    
    
    
    (19,277
    )Comprehensive income (loss) attributable to common unitholders
    
    $
    44,448
    
    
    $
    (530,385
    )
  7




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##### Table of Contents



PROLOGIS, L.P.
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
 Six Months EndedJune 30,2011
    
    
    2010Operating activities:Net loss attributable to controlling interests
    
    $
    (184,076
    )
    
    $
    (101,541
    )Adjustments
to reconcile net loss to net cash provided by (used in) operating activities:Noncontrolling interest share in earnings, net
    
    
    285
    
    
    
    444Straight-lined rents
    
    
    (23,368
    )
    
    
    (21,511
    )Cost of
share-based compensation awards, net
    
    
    5,039
    
    
    
    11,909Depreciation and amortization
    
    
    206,219
    
    
    
    173,802Earnings from unconsolidated investees
    
    
    (25,040
    )
    
    
    (11,277
    )Changes in operating receivables and distributions from unconsolidated investees
    
    
    17,000
    
    
    
    53,525Amortization
of management contracts
    
    
    1,921
    
    
    
    1,100Amortization of deferred loan costs
    
    
    12,761
    
    
    
    13,917Amortization of debt discount, net
    
    
    12,908
    
    
    
    27,532Non-cash
merger expenses
    
    
    14,889
    
    
    
    Impairment of real estate properties and other assets
    
    
    103,823
    
    
    
    367Net gains on
dispositions, net of related impairment charges, included in
discontinued operations
    
    
    (12,051
    )
    
    
    (9,127
    )Gains
recognized on property acquisitions and dispositions, net
    
    
    (106,254
    )
    
    
    (22,766
    )Loss on early extinguishment of debt, net
    
    
    
    
    
    
    46,658Unrealized
foreign currency and derivative losses, net
    
    
    8,652
    
    
    
    4,229Deferred income tax expense (benefit)
    
    
    982
    
    
    
    (42,398
    )Decrease
(increase) in restricted cash, accounts receivable and other assets
    
    
    (53,663
    )
    
    
    27,820Increase (decrease) in accounts payable and accrued expenses and other liabilities
    
    
    2,746
    
    
    
    (49,960
    )Net cash
provided by (used in) operating activities
    
    
    (17,227
    )
    
    
    102,723Investing activities:Real estate investments
    
    
    (446,913
    )
    
    
    (255,760
    )Tenant improvements and lease commissions on previously leased space
    
    
    (28,197
    )
    
    
    (22,781
    )Non-development capital expenditures
    
    
    (13,865
    )
    
    
    (11,836
    )Net advances from (investments in and net advances to) unconsolidated investees
    
    
    11,329
    
    
    
    (150,981
    )Return of investment from unconsolidated investees
    
    
    57,256
    
    
    
    41,644Proceeds from dispositions of real estate properties
    
    
    610,371
    
    
    
    260,026Proceeds from repayment of notes receivable
    
    
    9,695
    
    
    
    13,639Investments in notes receivable backed by real estate and advances on other notes receivable
    
    
    (55,000
    )
    
    
    Cash
acquired in connection with AMB merger
    
    
    234,045
    
    
    
    Acquisition
of ProLogis European Properties (PEPR), net of cash
received
    
    
    (1,025,251
    )
    
    
    Net cash used in investing activities
    
    
    (646,530
    )
    
    
    (126,049
    )Financing activities:Proceeds from issuances of common partnership units in exchange for contributions
    
    
    1,156,493
    
    
    
    28,714Distributions paid on common partnership units
    
    
    (129,030
    )
    
    
    (143,815
    )Dividends paid on preferred units
    
    
    (12,708
    )
    
    
    (12,708
    )Noncontrolling interest distributions, net
    
    
    (170
    )
    
    
    (352
    )Debt and equity issuance costs paid
    
    
    (67,316
    )
    
    
    (25,270
    )Net payments on credit facilities
    
    
    (50,213
    )
    
    
    (275,508
    )Repurchase of senior and exchangeable senior notes and extinguishment of secured mortgage debt
    
    
    
    
    
    
    (1,190,463
    )Proceeds from issuance of debt
    
    
    885,453
    
    
    
    1,686,388Payments on debt
    
    
    (897,115
    )
    
    
    (50,439
    )Net cash provided by financing activities
    
    
    885,394
    
    
    
    16,547Effect of foreign currency exchange rate changes on cash
    
    
    1,622
    
    
    
    (2,481
    )Net increase (decrease) in cash and cash equivalents
    
    
    223,259
    
    
    
    (9,260
    )Cash and cash equivalents, beginning of period
    
    
    37,634
    
    
    
    34,362Cash and cash equivalents, end of period
    
    $
    260,893
    
    
    $
    25,102
   8




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##### Table of Contents



PROLOGIS, INC. AND PROLOGIS, L.P.
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
 1. General
 Business.
   Basis of Presentation.
   Recent Accounting Pronouncements.
   9




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##### Table of Contents



PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
  2. Business Combinations
 Merger of AMB and ProLogis
   ProLogis shares and limited partnership units outstanding at June 2, 2011
(60% of total shares of the combined company)
    
    
    571.4Total shares of the combined company (for accounting purposes)
    
    
    952.3Number of AMB shares to be issued (40% of total shares of the combined company)
    
    
    380.9Multiplied by price of ProLogis common shares on June 2, 2011
    
    $
    15.21Estimated aggregate consideration
    
    $
    5,794.1
  Investments in real estate properties
    
    $
    8,103.7Investments in and advances to unconsolidated investees
    
    
    1,632.2Cash, accounts receivable and other assets
    
    
    736.5Debt
    
    
    (3,646.7
    )Accounts payable, accrued expenses and other liabilities
    
    
    (463.6
    )Noncontrolling interest
    
    
    (505.6
    )Additional paid-in capital (stock awards)
    
    
    (62.4
    )Total estimated purchase price
    
    $
    5,794.1
 Acquisition of ProLogis European Properties
    10




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##### Table of Contents



PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
 The preliminary allocation of the purchase price was as follows (in millions):Investments in real estate properties
    
    $
    4,456.3Cash, accounts receivable and other assets
    
    
    100.7Debt
    
    
    (2,240.8
    )Accounts payable, accrued expenses and other liabilities
    
    
    (555.6
    )Noncontrolling interest
    
    
    (133.7
    )Total estimated purchase price
    
    $
    1,626.9
  Investments in Real Estate Properties
 Investments in Unconsolidated Investees
 Intangible Assets
 Debt-
 Noncontrolling interest
 Equity-
 Pro forma Information
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,(amounts in thousands)
    
    2011
    
    2010
    
    2011
    
    2010Total revenues
    
    $
    505,023
    
    
    $
    461,170
    
    
    $
    992,563
    
    
    $
    925,620Net loss attributable to common stock
    
    $
    (59,172
    )
    
    $
    (47,707
    )
    
    $
    (110,512
    )
    
    $
    (169,390
    )Net loss per share attributable to common stock  basic
    
    $
    (0.13
    )
    
    $
    (0.11
    )
    
    $
    (0.24
    )
    
    $
    (0.41
    )Net loss per share attributable to common stock  diluted
    
    $
    (0.13
    )
    
    $
    (0.11
    )
    
    $
    (0.24
    )
    
    $
    (0.41
    )
  11




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##### Table of Contents



PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
 3. Real Estate
  June 30,
    
    
    December 31,2011 (1)
    
    
    2010Industrial portfolio (2):Improved land
    
    $
    5,035,181
    
    
    $
    2,527,972Buildings and improvements
    
    
    17,594,674
    
    
    
    8,186,827Development portfolio, including cost of land (3)
    
    
    632,196
    
    
    
    365,362Land (4)
    
    
    2,033,725
    
    
    
    1,533,611Other real estate investments (5)
    
    
    452,978
    
    
    
    265,869Total investments in real estate properties
    
    
    25,748,754
    
    
    
    12,879,641Less accumulated depreciation
    
    
    1,764,289
    
    
    
    1,595,678Net investments in properties
    
    $
    23,984,465
    
    
    $
    11,283,963
 (1)
    
    Included in the balances at June 30, 2011 are the real estate properties acquired in
connection with the acquisition of PEPR and the Merger. See Note 2 for further details.(2)
    
    At June 30, 2011 and December 31, 2010, we had 1,898 and 985 industrial properties consisting
of 302.3 million square feet and 168.5 million square feet, respectively. Of the properties
owned at June 30, 2011, 685 properties consisting of 81.1 million square feet were acquired in
the Merger and 232 properties consisting of 53.0 million square feet were acquired in the PEPR
acquisition.(3)
    
    At June 30, 2011 the development portfolio consisted of 23 properties aggregating 8.6 million
square feet under development and 5 properties aggregating 1.5 million square feet of
pre-stabilized completed properties. Of these properties, 13 properties consisting of 3.7
million square feet were acquired in the Merger. At December 31, 2010, 14 properties
aggregating 4.9 million square feet were under development. Our total expected investment upon
completion of the development portfolio at June 30, 2011 was $1.1 billion, including land,
development and leasing costs.(4)
    
    Land consisted of 10,921 acres at June 30, 2011, of which 2,257 acres were acquired in the
Merger, and 8,990 acres at December 31, 2010.(5)
    
    Included in other investments are: (i) land subject to ground leases; (ii) parking lots;
(iii) certain mixed-use properties and office buildings available for lease; (iv) our
corporate office buildings, which we occupy; (v) certain infrastructure costs related to
projects we are developing on behalf of others; (vi) costs incurred related to future
development projects, including purchase options on land; and (vii) earnest money deposits
associated with potential acquisitions.
  Net Gains on Acquisitions and
Dispositions of Investments in Real Estate
  Interest and Other Income (Expense), Net
 4. Unconsolidated Investees
 Summary of Investments
  12




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##### Table of Contents



PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
 June 30,
    
    
    December 31,2011
    
    
    2010Unconsolidated property funds
    
    $
    2,606,689
    
    
    $
    1,890,016Other unconsolidated investees
    
    
    405,455
    
    
    
    134,645Totals
    
    $
    3,012,144
    
    
    $
    2,024,661
 Unconsolidated Property Funds
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Earnings (loss) from unconsolidated property funds:Americas
    
    $
    2,004
    
    
    $
    (5,385
    )
    
    $
    4,626
    
    
    $
    (8,199
    )Europe
    
    
    5,680
    
    
    
    5,134
    
    
    
    14,772
    
    
    
    13,663Asia
    
    
    960
    
    
    
    207
    
    
    
    1,169
    
    
    
    386Total earnings from unconsolidated property funds, net
    
    $
    8,644
    
    
    $
    (44
    )
    
    $
    20,567
    
    
    $
    5,850Private capital revenue:Americas
    
    $
    13,573
    
    
    $
    14,712
    
    
    $
    26,114
    
    
    $
    29,088Europe
    
    
    13,806
    
    
    
    12,372
    
    
    
    27,131
    
    
    
    25,267Asia
    
    
    2,343
    
    
    
    187
    
    
    
    2,536
    
    
    
    376Total private capital revenue
    
    
    29,722
    
    
    
    27,271
    
    
    
    55,781
    
    
    
    54,731Development management and other income  Europe
    
    
    4,042
    
    
    
    
    
    
    
    5,943
    
    
    
    Total
    
    $
    33,764
    
    
    $
    27,271
    
    
    $
    61,724
    
    
    $
    54,731
   Weighted Average
    
    
    Investment in andOwnership Percentage
    
    
    Advances toJune 30,
    
    
    December 31,
    
    
    June 30,
    
    
    December 31,Unconsolidated property funds by region
    
    2011
    
    
    2010
    
    
    2011 (1)
    
    
    2010Americas (2)
    
    
    29.2
    %
    
    
    28.5
    %
    
    $
    1,588,381
    
    
    $
    936,369Europe (3)
    
    
    31.3
    %
    
    
    31.3
    %
    
    
    720,933
    
    
    
    936,931Asia (4)
    
    
    19.6
    %
    
    
    20.0
    %
    
    
    297,375
    
    
    
    16,716Totals
    
    
    28.5
    %
    
    
    29.8
    %
    
    $
    2,606,689
    
    
    $
    1,890,016
 (1)
    
    Investments at June 30, 2011 include those acquired in connection with the Merger, offset by
PEPR, which was an unconsolidated property fund and is now reflected on a consolidated basis
(see Note 2 for more details).(2)
    
    We acquired investments in three property funds through the Merger. In addition, we
recognized an impairment associated with our investment in one property fund as discussed
below.(3)
    
    We acquired investments in two property funds through the Merger, offset by the consolidation
of PEPR.(4)
    
    We acquired investments in a property fund in each of China and Japan through the Merger.
  Equity Commitments Related to Certain Unconsolidated Property Funds
 13




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PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
   Equity
    
    Expiration date for remainingcommitments
    
    commitmentsPrologis Targeted U.S. Logistics FundPrologis
    
    $
    
    
    
    December 2013Fund Partners
    
    $
    177.0Prologis Brazil Logistics Partners Fund 1 (1)Prologis
    
    $
    96.2
    
    
    December 2013Fund Partner
    
    $
    288.6Prologis SGP Mexico (2)Prologis
    
    $
    24.6
    
    
    
    (2
    )Fund Partner
    
    $
    98.1Europe Logistics Venture 1 (3)Prologis
    
    $
    101.5
    
    
    February 2014Fund Partner
    
    $
    580.1Prologis China Logistics Venture 1Prologis
    
    $
    73.8
    
    
    March 2015Fund Partner
    
    $
    418.2TotalPrologis
    
    $
    296.1Fund Partners
    
    $
    1,562.0
 (1)
    
    Equity commitments are denominated in Brazilian real and our
share represents our indirect ownership of 25%.(2)
    
    We expect the property fund to use these capital
contributions to repay outstanding debt during 2011.(3)
    
    Equity commitments are denominated in euro.
   14




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##### Table of Contents



PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
 2011(1)
    
    Americas
    
    Europe
    
    Asia
    
    TotalFor the three months ended June 30, 2011:Revenues
    
    $
    195.1
    
    
    $
    169.4
    
    
    $
    15.1
    
    
    $
    379.6Net earnings (loss)
    
    $
    (15.4
    )
    
    $
    17.3
    
    
    $
    3.5
    
    
    $
    5.4For the six months ended June 30, 2011:Revenues
    
    $
    368.4
    
    
    $
    359.8
    
    
    $
    18.1
    
    
    $
    746.3Net earnings (loss)
    
    $
    (29.9
    )
    
    $
    37.8
    
    
    $
    4.6
    
    
    $
    12.5As of June 30, 2011:Total assets
    
    $
    11,545.5
    
    
    $
    6,274.4
    
    
    $
    3,187.5
    
    
    $
    21,007.4Amounts due to (from) us (2)
    
    $
    109.9
    
    
    $
    (18.9
    )
    
    $
    18.4
    
    
    $
    109.4Third party debt (3)
    
    $
    6,023.1
    
    
    $
    2,257.2
    
    
    $
    979.5
    
    
    $
    9,259.8Total liabilities and noncontrolling interest
    
    $
    6,461.8
    
    
    $
    2,665.9
    
    
    $
    1,107.0
    
    
    $
    10,234.7Fund partners equity
    
    $
    5,083.7
    
    
    $
    3,608.5
    
    
    $
    2,080.5
    
    
    $
    10,772.7Our weighted average ownership (4)
    
    
    29.2
    %
    
    
    31.3
    %
    
    
    19.6
    %
    
    
    28.5
    %Our investment balance (5)
    
    $
    1,588.4
    
    
    $
    720.9
    
    
    $
    297.4
    
    
    $
    2,606.7Deferred gains, net of amortization (6)
    
    $
    231.8
    
    
    $
    187.7
    
    
    $
    
    
    
    $
    419.5
 2010
    
    Americas
    
    Europe
    
    Asia
    
    TotalFor the three months ended June 30, 2010:Revenues
    
    $
    199.3
    
    
    $
    169.5
    
    
    $
    2.8
    
    
    $
    371.6Net earnings (loss)
    
    $
    (33.2
    )
    
    $
    6.7
    
    
    $
    1.0
    
    
    $
    (25.5
    )For the six months ended June 30, 2010:Revenues
    
    $
    401.1
    
    
    $
    356.2
    
    
    $
    5.7
    
    
    $
    763.0Net earnings (loss) (7)
    
    $
    (57.3
    )
    
    $
    23.2
    
    
    $
    1.9
    
    
    $
    (32.2
    )As of December 31, 2010:Total assets
    
    $
    8,082.2
    
    
    $
    8,176.7
    
    
    $
    127.3
    
    
    $
    16,386.2Amounts due to (from) us (2)
    
    $
    117.3
    
    
    $
    (5.9
    )
    
    $
    0.2
    
    
    $
    111.6Third party debt (3)
    
    $
    4,196.2
    
    
    $
    3,476.8
    
    
    $
    49.2
    
    
    $
    7,722.2Total liabilities and noncontrolling interest
    
    $
    4,529.8
    
    
    $
    4,137.6
    
    
    $
    52.9
    
    
    $
    8,720.3Fund partners equity
    
    $
    3,552.4
    
    
    $
    4,039.1
    
    
    $
    74.4
    
    
    $
    7,665.9Our weighted average ownership (4)
    
    
    28.5
    %
    
    
    31.3
    %
    
    
    20.0
    %
    
    
    29.8
    %Our investment balance (5)
    
    $
    936.4
    
    
    $
    936.9
    
    
    $
    16.7
    
    
    $
    1,890.0Deferred gains, net of amortization (6)
    
    $
    235.1
    
    
    $
    297.1
    
    
    $
    
    
    
    $
    532.2
 (1)
    
    Amounts include approximately one month of activity in the three and six months ended June
30, 2011 from the investments acquired through the Merger and approximately two months of
activity for PEPR while accounted for on the equity method.(2)
    
    As of both June 30, 2011 and December 31, 2010, we had notes receivable outstanding
aggregating $21.4 million from one property fund. We also have a note receivable from another
property fund that is secured by real estate and is included in Notes Receivable Backed by
Real Estate(see Note 5). The remaining amounts represent current balances from services
provided by us to the property funds.(3)
    
    As of June 30, 2011 and December 31, 2010, we had not generally guaranteed the third party debt
of the property funds. We have pledged direct owned properties, with an undepreciated cost of
$274.4 million, to serve as additional collateral for the secured mortgage loan of one
property fund payable to an affiliate of our fund partner.(4)
    
    Represents our weighted average ownership interest in all property funds based on each
entitys contribution to total assets, before depreciation, net of other liabilities.(5)
    
    The difference between our ownership interest in the property funds equity and our
investment balance results principally from: (i) deferring a portion of the gains we recognize
from a contribution of one of our properties to a property fund (see next footnote); (ii)
recording additional costs associated with our investment in the property fund; (iii) advances
to the property fund; and (iv) the fair value adjustment we made to our investment in
connection with the Merger.(6)
    
    This amount is recorded as a reduction to our investment and represents the gains that were
deferred when we contributed a property to a property fund due to our continuing ownership in
the property.(7)
    
    In 2010, there were net losses of $11.9 million associated with interest rate contracts that
no longer met the requirements for hedge accounting and, therefore, the change in fair value
of these contracts was recognized within earnings, along with the gain or loss upon
settlement. All derivatives were settled in 2010, therefore, there is no impact in 2011.
Also included in net earnings (loss) in the Americas is a loss of $12.4 million for both the
three and six months ended June 30, 2010 due to the impairment on an operating building in one
of the property funds.
 15




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PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
 Other unconsolidated investees
   June 30,
    
    
    December 31,2011
    
    
    2010Americas
    
    $
    324,703
    
    
    $
    17,508Europe
    
    
    50,846
    
    
    
    49,857Asia (1)
    
    
    29,906
    
    
    
    67,280Total investments in and advances to unconsolidated investees
    
    $
    405,455
    
    
    $
    134,645
 (1)
    
    In April 2011, we acquired the remaining interest in a joint venture that owned one property
in Japan. As a result, we marked our ownership interest to fair value, resulting in a gain of
$13.5 million and we now report the property on a consolidated basis.
 5. Notes Receivable Backed by Real Estate
  ProLogisNAIF II$188 million
    
    
    $55 million
    
    
    SecuredPreferred
    
    
    Preferred
    
    
    MortgageEquity
    
    
    Equity
    
    
    Receivable
    
    
    Other NotesInterest
    
    
    Interest (1)
    
    
    (2)
    
    
    Receivable
    
    
    TotalBalance as of December 31, 2010
    
    $
    189,550
    
    
    $
    
    
    
    $
    81,540
    
    
    $
    31,054
    
    
    $
    302,144Investment
    
    
    
    
    
    
    55,000
    
    
    
    
    
    
    
    
    
    
    
    55,000Principal payment received
    
    
    
    
    
    
    
    
    
    
    (2,676
    )
    
    
    
    
    
    
    (2,676
    )Accrued interest, net of interest payments received
    
    
    1,668
    
    
    
    959
    
    
    
    
    
    
    
    
    
    
    
    2,627Impact of changes in foreign currency exchange
rates
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,133
    
    
    
    2,133Balance as of June 30, 2011
    
    $
    191,218
    
    
    $
    55,959
    
    
    $
    78,864
    
    
    $
    33,187
    
    
    $
    359,228
 (1)
    
    In the first quarter of 2011, we completed the sale of a portfolio of retail, mixed-use and
other non-core assets to a third party. As part of the transaction, we invested approximately
$55 million in a preferred equity interest in a subsidiary of the buyer. Based on the terms of
this instrument, the preferred equity interest meets the definition of an investment in a debt
security from an accounting perspective. We earn a preferred return at an annual rate of 7%
for the first three years, 8% for the fourth year and 10% for the fifth year. Partial or full
redemption can occur at any time at the buyers discretion or after the five year anniversary
at our discretion.(2)
    
    During the first quarter of 2011, one of the properties securing this note was sold and the
proceeds were used to pay down the balance on the note. As of June 30, 2011 this note is
secured by 12 properties.
 16




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##### Table of Contents



PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
 6. Other Assets and Other Liabilities:
  2011
    
    
    2010Lease intangible assets
    
    $
    340,527
    
    
    $
    116,993Straight-line rent assets
    
    
    144,372
    
    
    
    112,284Investment management contracts
    
    
    139,090
    
    
    
    24,066Prepaid assets
    
    
    124,377
    
    
    
    52,272Value added tax and other tax receivables
    
    
    107,943
    
    
    
    72,289Goodwill
    
    
    32,760
    
    
    
    32,760Other
    
    
    191,077
    
    
    
    182,750Totals
    
    $
    1,080,146
    
    
    $
    593,414
  2011
    
    
    2010Deferred income taxes
    
    $
    593,106
    
    
    $
    90,471Tenant security deposits
    
    
    149,785
    
    
    
    71,982Value added tax and other tax liabilities
    
    
    119,818
    
    
    
    80,188Unearned rent
    
    
    120,020
    
    
    
    36,776Deferred income
    
    
    50,988
    
    
    
    53,931Lease intangible liabilities
    
    
    39,709
    
    
    
    737Other
    
    
    166,496
    
    
    
    133,913Totals
    
    $
    1,239,922
    
    
    $
    467,998
 Other Assets Other Liabilities
 7. Assets Held for Sale and Discontinued Operations
 Held for Sale
  Discontinued Operations
 Assets Held for Sale
 Discontinued Operations
  Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Rental income
    
    $
    2,959
    
    
    $
    42,044
    
    
    $
    12,913
    
    
    $
    85,332Rental expenses
    
    
    12
    
    
    
    (11,306
    )
    
    
    (3,368
    )
    
    
    (22,968
    )Depreciation and amortization
    
    
    (19
    )
    
    
    (10,616
    )
    
    
    (475
    )
    
    
    (21,790
    )Income attributable to disposed properties
    
    
    2,952
    
    
    
    20,122
    
    
    
    9,070
    
    
    
    40,574Net gains recognized on dispositions
    
    
    10,834
    
    
    
    979
    
    
    
    14,710
    
    
    
    9,978Impairment charges
    
    
    (2,659
    )
    
    
    
    
    
    
    (2,659
    )Income tax on dispositions
    
    
    
    
    
    
    
    
    
    
    (1,916
    )
    
    
    (851
    )Total discontinued operations
    
    $
    11,127
    
    
    $
    21,101
    
    
    $
    19,205
    
    
    $
    49,701
  17




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PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
 Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2011
    
    2010
    
    2011
    
    2010Number of properties
    
    
    5
    
    
    
    1
    
    
    
    38
    
    
    
    9Net proceeds from dispositions
    
    $
    176,213
    
    
    $
    3,753
    
    
    $
    567,990
    
    
    $
    17,441Net gains from dispositions
    
    $
    10,834
    
    
    $
    979
    
    
    $
    14,710
    
    
    $
    9,978
 8. Debt
   June 30, 2011
    
    
    December 31, 2010WeightedWeighted Average
    
    
    Amount
    
    
    Average Interest
    
    
    AmountInterest Rate (1)
    
    
    Outstanding (1)
    
    
    Rate
    
    
    OutstandingCredit Facilities
    
    
    2.24
    %
    
    $
    802,880
    
    
    
    3.53
    %
    
    $
    520,141Senior notes
    
    
    5.74
    %
    
    
    4,803,441
    
    
    
    6.63
    %
    
    
    3,195,724Exchangeable senior notes (2)
    
    
    4.90
    %
    
    
    1,475,689
    
    
    
    4.90
    %
    
    
    1,521,568Secured mortgage debt (3)
    
    
    4.68
    %
    
    
    1,681,361
    
    
    
    5.67
    %
    
    
    1,223,312Secured mortgage debt of consolidated investees (4)
    
    
    4.36
    %
    
    
    1,798,500
    
    
    
    5.56
    %
    
    
    26,417Other debt of consolidated investees (5)
    
    
    5.32
    %
    
    
    1,156,430
    
    
    
    
    
    
    
    Other debt (6)
    
    
    2.46
    %
    
    
    401,651
    
    
    
    6.48
    %
    
    
    18,867Totals
    
    
    4.90
    %
    
    $
    12,119,952
    
    
    
    5.79
    %
    
    $
    6,506,029
 (1)
    
    Included in the balances at June 30, 2011 was debt assumed in connection with the Merger and
acquisition of PEPR (see Note 2 for more details). The weighted average interest rate
represents the interest rate including amortization of related premiums/discounts. Includes
$4.3 billion of principal borrowings denominated in euros, Japanese yen, British pound
sterling, Singapore dollar and Canadian dollar.(2)
    
    The interest rates include the impact of amortization of the non-cash discount related to
these notes. The weighted average coupon interest rate was 2.6% as of June 30, 2011 and
December 31, 2010.(3)
    
    The debt is secured by 217 real estate properties with an aggregate undepreciated cost of
$4.0 billion at June 30, 2011.(4)
    
    The debt is secured by 204 real estate properties with an aggregate undepreciated cost of
$3.3 billion at June 30, 2011.(5)
    
    This debt includes $54.9 million on a $70 million credit facility obtained by a consolidated
investee. This debt also includes 523.2 million ($744.8 million at June 30, 2011) of
Eurobonds and 250.6 million ($356.7 million at June 30, 2011) of unsecured credit facilities
acquired with PEPR.(6)
    
    The debt includes $18.6 million of assessments bonds and $383.1 million of corporate term
loans.
  Six Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2011
    
    2010Original principal amount
    
    $
    
    
    
    $
    1,207,258Cash purchase / repayment price
    
    $
    
    
    
    $
    1,190,463Loss on early extinguishment of debt (1)
    
    $
    
    
    
    $
    (46,658
    )
 (1)
    
    Represents the difference between the recorded debt (including unamortized related debt
issuance costs, premiums and discounts) and the consideration we paid to retire the debt,
which may include prepayment penalties and costs.
 18




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PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
 Credit Facilities
      Aggregate  commitments
    
    $
    2,211.8Less:Borrowings outstanding
    
    
    800.6Outstanding letters of credit
    
    
    95.4Current availability
    
    $
    1,315.8
 Senior Notes
  Exchangeable Senior Notes
 Accounts
Payable and Accrued Expenses Debt Foreign currency exchange and derivative gains (losses), net.
 Secured Mortgage Debt
  19




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PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
 Other Debt
  Long-Term Debt Maturities
  Consolidated
    
    TotalWholly Owned
    
    Investees
    
    Consolidated2011 (1)
    
    $
    52,329
    
    
    $
    95,346
    
    
    $
    147,6752012 (1) (2)
    
    
    992,466
    
    
    
    831,707
    
    
    
    1,824,1732013 (2) (3)
    
    
    1,015,512
    
    
    
    685,723
    
    
    
    1,701,2352014
    
    
    664,956
    
    
    
    1,219,135
    
    
    
    1,884,0912015
    
    
    1,142,201
    
    
    
    19,541
    
    
    
    1,161,7422016
    
    
    898,896
    
    
    
    41,348
    
    
    
    940,244Thereafter
    
    
    3,570,814
    
    
    
    4,780
    
    
    
    3,575,594Total principal due
    
    
    8,337,174
    
    
    
    2,897,580
    
    
    
    11,234,754Premium (discount), net
    
    
    24,968
    
    
    
    57,350
    
    
    
    82,318Net carrying balance
    
    $
    8,362,142
    
    
    $
    2,954,930
    
    
    $
    11,317,072
 (1)
    
    We expect to repay the amounts maturing in 2011 and 2012 with borrowings under our Credit
Facilities or with proceeds from the disposition of non-strategic real estate properties. The
maturities in 2012 in our consolidated but not wholly owned
subsidiaries include $405.0
million of unsecured credit facilities and $426.7 million of
secured borrowings, which we
expect to pay either by issuing new debt, with proceeds from asset
sales or equity contributions to the funds.(2)
    
    The maturities in 2012 and 2013 include $593.0 million and $527.9 million, respectively, of
aggregate principal amounts of the exchangeable senior notes originally issued in 2007 and
2008, based on the year in which the holders first have the right to require us to repurchase
their notes for cash.(3)
    
    The exchangeable senior notes originally issued in November 2007 are included as 2013
maturities since the holders have the right to require us to repurchase their notes for cash
in January 2013. The holders of these notes also have the option to exchange their notes in
November 2012, which we may settle in cash or common stock, at our option.
 Debt Covenants
 .
 9. Stockholders Equity of the REIT and Partners Capital of the Operating Partnership
 Common Stock
  Operating Partnership
  20




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PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
 Preferred Stock
  June 30,
    
    
    December 31,2011
    
    
    2010Series L Preferred stock at stated liquidation preference of $25 per share;
$0.01 par value; 2,000 shares
    
    $
    49,100
    
    
    $
    Series M Preferred stock at stated liquidation preference of $25 per share;
$0.01 par value; 2,300 shares
    
    
    57,500
    
    
    
    Series O Preferred stock at stated liquidation preference of $25 per share;
$0.01 par value; 3,000 shares
    
    
    75,300
    
    
    
    Series P Preferred stock at stated liquidation preference of $25 per share;
$0.01 par value; 2,000 shares
    
    
    50,300
    
    
    
    Series Q Preferred stock at stated liquidation preference of $50 per share;
$0.01 par value; 2,000 shares
    
    
    100,000
    
    
    
    100,000Series R Preferred stock at stated liquidation preference of $25 per share;
$0.01 par value; 5,000 shares
    
    
    125,000
    
    
    
    125,000Series S Preferred stock at stated liquidation preference of $25 per share;
$0.01 par value; 5,000 shares
    
    
    125,000
    
    
    
    125,000Total preferred stock
    
    $
    582,200
    
    
    $
    350,000
  10.
Merger, Acquisition and Other Integration Expenses
  Three Months Ended
    
    Six Months EndedJune 30,
    
    June 30,2011
    
    2011Professional fees
    
    $
    39,308
    
    
    $
    41,489Termination, severance and employee costs
    
    
    30,530
    
    
    
    34,337Office closure, travel and other costs
    
    
    22,345
    
    
    
    22,345Write-off of deferred loan costs
    
    
    10,869
    
    
    
    10,869Total
    
    $
    103,052
    
    
    $
    109,040
 11. Long-Term Compensation
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PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
 Summary of Activity
  Options OutstandingNumber of
    
    
    Weighted Average
    
    
    OptionsOptions
    
    
    Exercise Price
    
    
    ExercisableBalance at December 31, 2010
    
    
    1,438,514
    
    
    $
    66.89AMB awards
    
    
    9,052,566
    
    
    
    30.66Settled
    
    
    (124,278
    )
    
    
    71.64Exercised
    
    
    (18,678
    )
    
    
    18.55Forfeited
    
    
    (58,317
    )
    
    
    97.09Balance at June 30, 2011
    
    
    10,289,807
    
    
    $
    34.87
    
    
    
    8,278,170
  Number of
    
    
    Weighted AverageShares
    
    
    Original ValueBalance at December 31, 2010
    
    
    AMB awards
    
    
    1,228,944Vested
    
    
    (8,913
    )Forfeited
    
    
    (1,877
    )Balance at June 30, 2011
    
    
    1,218,154
    
    
    $
    34.07
  Number of
    
    
    Weighted Average
    
    
    Number ofShares
    
    
    Original Value
    
    
    Shares VestedBalance at December 31, 2010
    
    
    1,863,420AMB awards
    
    
    89,864Granted
    
    
    980,051Settled
    
    
    (149,053
    )Distributed
    
    
    (526,693
    )Forfeited
    
    
    (147,109
    )Balance at June 30, 2011
    
    
    2,110,480
    
    
    $
    30.84
    
    
    
    48,735
  12. Noncontrolling Interests
 Operating Partnership
   REIT
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PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
  June 30,
    
    
    December 31,2011
    
    
    2010Partnerships with exchangeable units
    
    $
    27,582
    
    
    $
    11,189Prologis Institutional Alliance Fund II
    
    
    317,322
    
    
    
    PEPR
    
    
    130,336
    
    
    
    Prologis-AMS
    
    
    85,273
    
    
    
    Other consolidated entities
    
    
    94,399
    
    
    
    3,943Operating Partnership noncontrolling interest
    
    
    654,912
    
    
    
    15,132Limited partners in the Operating Partnership
    
    
    61,793
    
    
    
    REIT noncontrolling interest
    
    $
    716,705
    
    
    $
    15,132
 13. Earnings (Loss) Per Common Share / Unit
   Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2011 (1)
    
    
    2010 (1)
    
    
    2011 (1)
    
    
    2010 (1)REITNet loss attributable to common shares
    
    $
    (151,471
    )
    
    $
    (23,150
    )
    
    $
    (198,087
    )
    
    $
    (114,279
    )Weighted average common shares outstanding  Basic and Diluted
    
    
    307,756
    
    
    
    212,840
    
    
    
    281,384
    
    
    
    212,441Net loss per share attributable to common shares  Basic and
Diluted
    
    $
    (0.49
    )
    
    $
    (0.11
    )
    
    $
    (0.70
    )
    
    $
    (0.54
    )Operating PartnershipNet loss
attributable to common partnership units
    
    $
    (151,471
    )
    
    $
    (23,150
    )
    
    $
    (198,087
    )
    
    $
    (114,279
    )Weighted
average common partnership units outstanding  Basic and Diluted
    
    
    308,389
    
    
    
    212,840
    
    
    
    281,702
    
    
    
    212,441Net loss per unit attributable to common unitholders  Basic and
Diluted
    
    $
    (0.49
    )
    
    $
    (0.11
    )
    
    $
    (0.70
    )
    
    $
    (0.54
    )
 (1)
    
    In periods with a net loss, the inclusion of any incremental shares /units is anti-dilutive,
and therefore, both basic and diluted shares/units are the same.
 14. Financial Instruments and Fair Value Measurements
 Derivative Financial Instruments
   Other Assets Accounts Payable and Accrued Expenses
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PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
  Accumulated Other Comprehensive Income (Loss)
   Accounts Payable and Accrued
Expenses
  Accumulated Other Comprehensive
Income (Loss) Interest Expense Interest Expense
  2011
    
    2010Interest
    
    Interest
    
    Interest
    
    InterestRate Swaps
    
    Rate Caps
    
    Rate Swaps
    
    Rate CapsNotional amounts at January 1
    
    $
    268.1
    
    
    $
    
    
    
    $
    157.7
    
    
    $
    Acquired contracts (1)
    
    
    1,337.3
    
    
    
    25.7
    
    
    
    Matured or expired contracts.
    
    
    (9.6
    )
    
    
    
    
    
    
    (44.6
    )Notional amounts at June 30
    
    $
    1,595.8
    
    
    $
    25.7
    
    
    $
    113.1
    
    
    $
    
 (1)
    
    To the extent these contracts previously qualified for hedge accounting, they were
redesignated at the time of the Merger or PEPR acquisition to qualify for hedge accounting
post merger and acquisition.
 Fair Value Measurements
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PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
  
    
    Level 1  Quoted prices in active markets for identical assets or liabilities that
the entity has the ability to access.
    
    Level 2  Observable inputs, other than quoted prices included in Level 1, such as
quoted prices for similar assets and liabilities in active markets; quoted prices for
identical or similar assets and liabilities in markets that are not active; or other
inputs that are observable or can be corroborated by observable market data.
    
    Level 3  Unobservable inputs that are supported by little or no market activity
and that are significant to the fair value of the assets and liabilities. This
includes certain pricing models, discounted cash flow methodologies and similar
techniques that use significant unobservable inputs.
 Fair Value Measurements on a Recurring and Non-recurring Basis
   Level 1
    
    Level 2
    
    Level 3
    
    TotalReal estate assets
    
    $
    
    
    
    $
    
    
    
    $
    51,511
    
    
    $
    51,511Investments in and advances to other unconsolidated investees
    
    $
    
    
    
    $
    
    
    
    $
    44,863
    
    
    $
    44,863
  Fair Value of Financial Instruments
    June 30, 2011
    
    
    December 31, 2010Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairValue
    
    
    Value
    
    
    Value
    
    
    ValueCredit Facilities
    
    $
    802,880
    
    
    $
    798,783
    
    
    $
    520,141
    
    
    $
    526,684Senior notes
    
    
    4,803,441
    
    
    
    5,120,436
    
    
    
    3,195,724
    
    
    
    3,403,353Exchangeable senior notes
    
    
    1,475,689
    
    
    
    1,649,240
    
    
    
    1,521,568
    
    
    
    1,591,976Secured mortgage debt
    
    
    1,681,361
    
    
    
    1,764,209
    
    
    
    1,223,312
    
    
    
    1,294,331Secured mortgage debt of consolidated investees
    
    
    1,798,500
    
    
    
    1,823,605
    
    
    
    26,417
    
    
    
    25,753Other debt of consolidated investees
    
    
    1,156,430
    
    
    
    1,149,940
    
    
    
    
    
    
    
    Other debt
    
    
    401,651
    
    
    
    400,896
    
    
    
    18,867
    
    
    
    17,995Total debt
    
    $
    12,119,952
    
    
    $
    12,707,109
    
    
    $
    6,506,029
    
    
    $
    6,860,092
 15. Business Segments
  
    
    Direct Owned  representing the direct long-term ownership of industrial operating
properties. Each operating property is considered to be an individual operating segment having
similar economic characteristics that are combined within the reportable segment based upon
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PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
 geographic location. Also included in this segment is the development of properties for
continued direct ownership, including land held for development and properties currently under
development and land we own and lease to customers under ground leases. We own real estate in
the Americas (Canada, Mexico and the United States), Europe (Austria, Belgium, the Czech
Republic, France, Germany, Hungary, Italy, the Netherlands, Poland, Romania, Slovakia, Spain,
Sweden and the United Kingdom) and Asia (China, Japan and Singapore)
 
    
    Private Capital  representing the
long-term management of property funds and industrial joint ventures and the properties they
own. We recognize our proportionate share of the earnings or losses from our investments in
unconsolidated property funds and certain joint ventures operating in the Americas, Europe and
Asia that are accounted for under the equity method. In addition, we recognize fees and
incentives earned for services performed on behalf of the unconsolidated investees and certain
third parties.We report the costs associated with our private capital segment for all periods presented in the
line item Private Capital Expensesin our Consolidated Statements of Operations. These costs
include the direct expenses associated with the asset management of the property funds provided
by individuals who are assigned to our private capital segment. In addition, in order to achieve
efficiencies and economies of scale, all of our property management functions are provided by a
team of professionals who are assigned to our direct owned segment. These individuals perform
the property-level management of the properties we own and the properties we manage that are
owned by the unconsolidated investees. We allocate the costs of our property management function
to the properties we own (reported in Rental Expenses) and the properties owned by the
unconsolidated investees (included in Private Capital Expenses), by using the square feet owned
by the respective portfolios. We are further reimbursed by the property funds for certain expenses associated with managing these property funds.Each investment in an unconsolidated property fund or joint venture is considered to be an
individual operating segment having similar economic characteristics that are combined within
the reportable segment based upon geographic location. Our operations in the private capital
segment are in the Americas (Brazil, Canada, Mexico and the United States), Europe (Belgium, the
Czech Republic, France, Germany, Hungary, Italy, the Netherlands, Poland, Slovakia, Spain,
Sweden and the United Kingdom) and Asia (China and Japan).
  Total Revenues Loss before Income Taxes Total Assets Revenues Loss before Income Taxes Total
Assets
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PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
 Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,2011
    
    
    2010
    
    
    2011
    
    
    2010Revenues:Direct owned (1):Americas
    
    $
    201,247
    
    
    $
    150,811
    
    
    $
    357,286
    
    
    $
    301,987Europe
    
    
    64,113
    
    
    
    20,478
    
    
    
    91,683
    
    
    
    39,393Asia
    
    
    33,548
    
    
    
    19,550
    
    
    
    56,975
    
    
    
    38,165Total direct owned segment
    
    
    298,908
    
    
    
    190,839
    
    
    
    505,944
    
    
    
    379,545Private capital (2):Americas
    
    
    19,740
    
    
    
    10,303
    
    
    
    37,801
    
    
    
    22,988Europe
    
    
    23,689
    
    
    
    18,272
    
    
    
    48,601
    
    
    
    39,697Asia
    
    
    4,916
    
    
    
    559
    
    
    
    6,402
    
    
    
    971Total private capital segment
    
    
    48,345
    
    
    
    29,134
    
    
    
    92,804
    
    
    
    63,656Total segment revenue
    
    
    347,253
    
    
    
    219,973
    
    
    
    598,748
    
    
    
    443,201Reconciling item (3)
    
    
    (11,352
    )
    
    
    (827
    )
    
    
    (23,940
    )
    
    
    (6,687
    )Total revenues
    
    $
    335,901
    
    
    $
    219,146
    
    
    $
    574,808
    
    
    $
    436,514Net operating income:Direct owned (4):Americas
    
    $
    142,015
    
    
    $
    107,363
    
    
    $
    248,443
    
    
    $
    214,515Europe
    
    
    44,233
    
    
    
    10,407
    
    
    
    59,902
    
    
    
    18,241Asia
    
    
    25,894
    
    
    
    14,331
    
    
    
    42,881
    
    
    
    27,559Total direct owned segment
    
    
    212,142
    
    
    
    132,101
    
    
    
    351,226
    
    
    
    260,315Private capital (2)(5):Americas
    
    
    12,514
    
    
    
    3,688
    
    
    
    23,818
    
    
    
    9,779Europe
    
    
    19,752
    
    
    
    15,119
    
    
    
    41,143
    
    
    
    32,962Asia
    
    
    4,484
    
    
    
    396
    
    
    
    5,696
    
    
    
    665Total private capital segment
    
    
    36,750
    
    
    
    19,203
    
    
    
    70,657
    
    
    
    43,406Total segment net operating income
    
    
    248,892
    
    
    
    151,304
    
    
    
    421,883
    
    
    
    303,721Reconciling items:General and administrative expenses
    
    
    (51,840
    )
    
    
    (38,921
    )
    
    
    (91,023
    )
    
    
    (80,927
    )Merger, acquisition and other integration expenses
    
    
    (103,052
    )
    
    
    
    
    
    
    (109,040
    )
    
    
    Depreciation and amortization expense
    
    
    (123,040
    )
    
    
    (76,871
    )
    
    
    (205,744
    )
    
    
    (152,011
    )Earnings from other unconsolidated investees, net
    
    
    46
    
    
    
    2,477
    
    
    
    1,099
    
    
    
    4,590Interest and other income (expense), net
    
    
    5,277
    
    
    
    (1,737
    )
    
    
    2,698
    
    
    
    (1,909
    )Interest expense
    
    
    (113,059
    )
    
    
    (118,920
    )
    
    
    (203,621
    )
    
    
    (228,899
    )Impairment of other assets
    
    
    (103,823
    )
    
    
    
    
    
    
    (103,823
    )
    
    
    Net gains on acquisitions and dispositions of investments in real estate
    
    
    102,529
    
    
    
    10,959
    
    
    
    106,254
    
    
    
    22,766Foreign currency exchange and derivative losses, net
    
    
    (10,255
    )
    
    
    (7,206
    )
    
    
    (8,881
    )
    
    
    (3,518
    )Gain (loss) on early extinguishment of debt, net
    
    
    
    
    
    
    975
    
    
    
    
    
    
    
    (46,658
    )Total reconciling items
    
    
    (397,217
    )
    
    
    (229,244
    )
    
    
    (612,081
    )
    
    
    (486,566
    )Loss before income taxes
    
    $
    (148,325
    )
    
    $
    (77,940
    )
    
    $
    (190,198
    )
    
    $
    (182,845
    )
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PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
 June 30,
    
    
    December 31,2011
    
    
    2010Assets:Direct owned:Americas
    
    $
    14,192,651
    
    
    $
    7,358,374Europe
    
    
    7,815,816
    
    
    
    2,619,455Asia
    
    
    3,091,777
    
    
    
    1,889,879Total direct owned segment
    
    
    25,100,244
    
    
    
    11,867,708Private Capital:Americas
    
    
    1,996,312
    
    
    
    1,035,548Europe
    
    
    866,144
    
    
    
    1,038,061Asia
    
    
    337,756
    
    
    
    84,000Total private capital segment
    
    
    3,200,212
    
    
    
    2,157,609Total segment assets
    
    
    28,300,456
    
    
    
    14,025,317Reconciling items:Investments in and advances to other unconsolidated investees
    
    
    93,335
    
    
    
    6,987Notes receivable backed by real estate
    
    
    247,178
    
    
    
    189,550Assets held for sale
    
    
    171,765
    
    
    
    574,791Cash and cash equivalents
    
    
    260,893
    
    
    
    37,634Accounts receivable
    
    
    60,879
    
    
    
    68,388Total reconciling items
    
    
    834,050
    
    
    
    877,350Total assets
    
    $
    29,134,506
    
    
    $
    14,902,667
 (1)
    
    Includes rental income from our industrial properties and land subject to ground leases, as
well as development management and other income, other than development fees earned for
services provided to our unconsolidated investees, which are included in the private capital
segment.(2)
    
    Includes management fees, development fees and our share of the earnings or losses recognized
under the equity method from our investments in unconsolidated property funds and certain
industrial joint ventures, along with dividends and interest earned on investments in
preferred stock or debt securities of these unconsolidated investees. See Note 4 for more
information on our unconsolidated investees.(3)
    
    Amount represents the earnings or losses recognized under the equity method from
unconsolidated investees, which we reflect in revenues of the private capital segment but are
not presented as a component of Revenuesin our Consolidated Statements of Operations.(4)
    
    Includes rental income less rental expenses of our industrial properties and land subject to
ground leases, as well as development management and other income less related expenses.(5)
    
    Also includes the direct costs we incur to manage the unconsolidated investees and certain
third parties and the properties they own that are presented as Private Capital Expensesin
our Consolidated Statements of Operations.
 16. Supplemental Cash Flow Information
       17. Commitments and Contingencies
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PROLOGIS, INC. AND PROLOGIS, L.P.
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(Unaudited)
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Report of Independent Registered Public Accounting Firm
 
     KPMG LLP
 
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Report of Independent Registered Public Accounting Firm
 
     KPMG LLP
 
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ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
   Managements Overview
     
    
    Direct Owned Segment  Our investment strategy in this segment focuses primarily on the
ownership and leasing of industrial properties in key distribution markets. Also included in
this segment are industrial properties that are currently under development, land available
for development and/or disposition and land subject to ground leases.We earn rent from our customers, including reimbursements of certain operating costs, generally
under long-term operating leases. The revenue from this segment has increased in 2011 from 2010
due to the Merger and PEPR acquisition, as well as the lease up and increased occupancy levels
of our operating portfolio, primarily from our developed properties. We anticipate additional
increases in occupied square feet to come from leases that have been signed, but where the space
will not be occupied until future quarters. Our direct owned operating portfolio was 89.5% and
87.6% leased at June 30, 2011 and December 31, 2010, respectively, and 88.7% and 85.9% occupied
at June 30, 2011 and December 31, 2010, respectively.
    
    Private Capital Segment  We recognize our proportionate share of the earnings or losses
from our investments in unconsolidated property funds and certain joint ventures that are
accounted for under the equity method. In addition, we recognize fees and incentives earned
for services performed on behalf of these and other entities. We provide services to these
entities, which may include property management, asset management, leasing, acquisition,
financing and development services. We may also earn incentives from our property funds
depending on the return provided to the fund partners over a specified period and we are reimbursed by the property funds for certain expenses associated with managing those property funds.
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Summary of 2011
   
    
    Issued 34.5 million shares of common stock in a public offering at a price of $33.50 per
share, generating approximately $1.1 billion in net proceeds (2011 Equity Offering) in late
June 2011. We utilized the proceeds to fully repay debt under the bridge facility used to fund
a portion of our acquisition of PEPR. The remainder of the proceeds were used to reduce debt
under our credit facilities and for general corporate purposes.
    
    We closed on the Merger on June 3, 2011 and completed the PEPR acquisition in May 2011. See
Note 2 to our Consolidated Financial Statements in Item 1 for additional information on these
transactions.
    
    Entered into a new $1.75 billion global senior credit agreement with a syndicate of 20
banks (Global Facility) and terminated our existing global line of credit. We also amended a
¥36.5 billion ($454 million) revolving credit agreement with a syndicate of eight banks (Revolver), and together Credit Facilities. See additional discussion below.
    
    Increased the leased percentage of our consolidated operating portfolio to 89.5% at June
30, 2011 as compared to 87.6% at December 31, 2010. This increase was due to the Merger and
the PEPR Acquisition, as well as the additional leasing of 23.1 million square feet of space
in 2011.
    
    Commenced development on 6 properties aggregating 2.4 million square feet and utilizing
land we owned and held for development. Five of these properties are in
Europe, four of which were 100% pre-leased and one property is in Asia. In
addition, we sold land parcels to third parties generating net proceeds of $32.7 million.
    
    Generated aggregate proceeds of $594.4 million from the disposition of 38 properties to
third parties, including the sale of the majority of our non-core assets for which we signed a
definitive agreement in the fourth quarter of 2010, and the sale of two development properties
to ProLogis European Properties Fund II (PEPF II) and one to a joint venture in Mexico. We
used these proceeds to help fund our development activities.
  
    
    first, to strengthen our financial position and to build one of the top three balance
sheets in the industry;
    
    second, to align our portfolio with our investment strategy while serving the needs of
our customers;
    
    third, to refine our private capital business and to position it for substantial growth;
and
    
    fourth, to build the most effective and efficient organization in the business, and
become the employer of choice among top professionals interested in real estate as a
career.
  
    
    strengthening our financial position by substantially reducing leverage, improving debt
coverage ratios and keeping a staggered debt maturity profile;
    
    maintaining a large stable pool of wholly owned operating properties in global and regional markets, predominantly
focused in the U.S;
    
    growing our private capital business through the establishment of new private capital funds or through our existing funds with our contribution of suitable properties; and
    
    generating proceeds and reducing foreign currency exposure through non-strategic
property dispositions, contributions to our property funds as discussed above and the issuance of equity as
needed (as discussed above, we completed the 2011 Equity Offering in late June).
  33




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Operational Outlook
        34




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##### Table of Contents



Results of Operations
 Six Months Ended June 30, 2011 and 2010
 Summary
 Loss from Continuing Operations
 2011
    
    
    2010Net operating income  direct owned segment
    
    $
    351,226
    
    
    $
    260,315Net operating income  private capital segment
    
    
    70,657
    
    
    
    43,406Other:General and administrative expenses
    
    
    (91,023
    )
    
    
    (80,927
    )Merger, acquisition and other integration expenses
    
    
    (109,040
    )
    
    
    Depreciation and amortization expense
    
    
    (205,744
    )
    
    
    (152,011
    )Earnings from unconsolidated investees, net
    
    
    1,099
    
    
    
    4,590Interest and other income (expense), net
    
    
    2,698
    
    
    
    (1,909
    )Interest expense
    
    
    (203,621
    )
    
    
    (228,899
    )Impairment of other assets
    
    
    (103,823
    )
    
    
    Net gains on acquisitions and dispositions of investments in real estate
    
    
    106,254
    
    
    
    22,766Foreign currency exchange and derivative losses, net
    
    
    (8,881
    )
    
    
    (3,518
    )Loss on early extinguishment of debt, net
    
    
    
    
    
    
    (46,658
    )Income tax benefit (expense)
    
    
    (12,798
    )
    
    
    32,047Loss from continuing operations
    
    $
    (202,996
    )
    
    $
    (150,798
    )
 Loss Before Income Taxes
 Direct Owned Segment
 Discontinued Operations
 2011
    
    
    2010Rental and other income
    
    $
    505,944
    
    
    $
    379,545Rental and other expenses
    
    
    154,718
    
    
    
    119,230Total net operating income  direct owned segment
    
    $
    351,226
    
    
    $
    260,315
  Number ofProperties
    
    Square Feet
    
    Leased %June 30, 2011 (1)
    
    
    1,898
    
    
    
    302,315
    
    
    
    89.5
    %December 31, 2010 (2)
    
    
    985
    
    
    
    168,547
    
    
    
    87.6
    %June 30, 2010
    
    
    1,187
    
    
    
    192,714
    
    
    
    84.8
    %
 (1)
    
    June 30, 2011 includes 917 properties with 134.1 million square feet that were acquired
through the Merger and PEPR acquisition.(2)
    
    In the fourth quarter of 2010, we sold a portfolio of 182 properties with 23 million square
feet to a third party.
   35




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##### Table of Contents



Private Capital Segment
   Private Capital Expenses Rental Expenses Private Capital Expenses
  2011
    
    
    2010Unconsolidated property funds:Americas (1)
    
    $
    16,966
    
    
    $
    7,681Europe (2)
    
    
    40,214
    
    
    
    32,195Asia (3)
    
    
    3,000
    
    
    
    455Other (4)
    
    
    10,477
    
    
    
    3,075Total net operating income  private capital segment
    
    $
    70,657
    
    
    $
    43,406
 (1)
    
    Represents the income earned by us from our investments in 10 property funds for each of the
six months ended June 30, 2011 and 2010, respectively, offset by private capital expenses. In
connection with the Merger, we added three investments in unconsolidated property funds in the
Americas (with investments in the U.S., Mexico and Brazil). Our ownership interests ranged
from 20.0% to 50.0% at June 30, 2011. These property funds on a combined basis, excluding
ProLogis North American Properties Funds VI-VIII that were sold at the end of 2010, owned
1,054, 725 and 725 properties that were 92.5%, 92.1% and 91.7% occupied at June 30, 2011,
December 31, 2010 and June 30, 2010, respectively.(2)
    
    Represents the income earned by us from our investments in three and two unconsolidated
property funds for the six months ended June 30, 2011, and 2010, respectively, offset by
private capital expenses. This includes PEPR through the date we began consolidating at the
end of May 2011 and one investment in an unconsolidated property fund acquired through the
Merger. We acquired an interest in another property fund through the Merger that has not made
any real estate investments at this time. On a combined basis, these funds owned 274, 437 and
430 properties that were 93.3%, 93.6% and 93.2% occupied at June 30, 2011, December 31, 2010
and June 30, 2010, respectively. Our ownership interests in the property funds in Europe
ranged from 15.0% to 36.9% at June 30, 2011. See further discussion on the PEPR acquisition
in Note 2 to our Consolidated Financial Statements in Item 1.(3)
    
    Represents the income earned by us from our investments in three unconsolidated property
funds for the six months ended June 30, 2011 and our 20% ownership interest in one property
fund in South Korea at June 30, 2010, offset by private capital expenses. With the Merger we
acquired an investment in an unconsolidated property fund in each of Japan and China. At June
30, 2011, December 31, 2010 and June 30, 2010, the unconsolidated property funds in Asia owned
38, 12 and 12 properties and were 96.5%, 100%, and 100% occupied, respectively.(4)
    
    Includes property management fees and our share of earnings from industrial joint ventures
and other entities not included with the unconsolidated property funds above.
  36




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##### Table of Contents



Other Components of Income
 General and Administrative (G&A) Expenses
  2011
    
    
    2010Gross G&A expense
    
    $
    148,604
    
    
    $
    130,733Reported as rental expense
    
    
    (10,065
    )
    
    $
    (9,833
    )Reported as private capital expense
    
    
    (22,148
    )
    
    $
    (20,250
    )Capitalized amounts
    
    
    (25,368
    )
    
    $
    (19,723
    )Net G&A
    
    $
    91,023
    
    
    $
    80,927
  Merger, Acquisition and Integration Expenses
  2011Professional fees
    
    $
    41,489Termination, severance and employee costs
    
    
    34,337Office closure, travel and other costs
    
    
    22,345Write-off of deferred loan costs
    
    
    10,869Total
    
    $
    109,040
  Depreciation and Amortization
  Interest Expense
  2011
    
    
    2010Gross interest expense
    
    $
    201,759
    
    
    $
    218,234Amortization of discount, net
    
    
    12,908
    
    
    
    27,532Amortization of deferred loan costs
    
    
    12,761
    
    
    
    13,917Interest expense before capitalization
    
    
    227,428
    
    
    
    259,683Capitalized amounts
    
    
    (23,807
    )
    
    
    (30,784
    )Net interest expense
    
    $
    203,621
    
    
    $
    228,899
    37




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##### Table of Contents



Net Gains on Acquisitions and Dispositions of Investments in Real Estate
  Impairment of Other Assets
  Other Expenses, Net
  Loss on Early Extinguishment of Debt
  Income Tax Expense
   Discontinued Operations
  Assets Held for Sale
   Net Earnings (Loss) Attributable to Noncontrolling Interests
  38




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##### Table of Contents



Other Comprehensive Income (Loss)  Foreign Currency Translation (Losses), Net
 Other Comprehensive Income
(Loss).
 Other
Comprehensive Income (Loss)
 Weighted Average Shares Outstanding
  Three Months Ended June 30, 2011 and 2010
  Portfolio Information
  June 30, 2011
    
    
    December 31, 2010
    
    
    June 30, 2010Number of
    
    
    Square
    
    
    Number of
    
    
    Square
    
    
    Number of
    
    
    SquareReportable Business Segment
    
    Properties
    
    
    Feet
    
    
    Properties
    
    
    Feet
    
    
    Properties
    
    
    FeetDirect Owned
    
    
    1,898
    
    
    
    302,315
    
    
    
    985
    
    
    
    168,547
    
    
    
    1,187
    
    
    
    192,714Private Capital
    
    
    1,366
    
    
    
    264,301
    
    
    
    1,179
    
    
    
    255,367
    
    
    
    1,245
    
    
    
    269,675Totals
    
    
    3,264
    
    
    
    566,616
    
    
    
    2,164
    
    
    
    423,914
    
    
    
    2,432
    
    
    
    462,389
 Same Store Analysis
   39




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##### Table of Contents



Percentage2011
    
    
    2010
    
    
    ChangeRental Income (1)(2)Consolidated:Rental income per our Consolidated Statements of Operations
    
    $
    294,670
    
    
    $
    188,205Adjustments to derive same store results:Rental income of properties not in the same store portfolio  properties
developed and acquired during the period and land subject to ground leases
    
    
    (14,542
    )
    
    
    (8,778
    )Effect of changes in foreign currency exchange rates and other
    
    
    (634
    )
    
    
    4,505Unconsolidated investees:Rental income of properties managed by us and owned by our unconsolidated
investees
    
    
    325,039
    
    
    
    364,848Rental income of AMB properties premerger
    
    
    229,626
    
    
    
    267,638Same store portfolio  rental income (2)(3)
    
    $
    834,159
    
    
    $
    816,418
    
    
    
    2.2
    %Rental Expenses (1)(4)Consolidated:Rental expenses per our Consolidated Statements of Operations
    
    $
    81,140
    
    
    $
    54,089Adjustments to derive same store results:Rental expenses of properties not in the same store portfolio  properties
developed and acquired during the period and land subject to ground leases
    
    
    (5,642
    )
    
    
    (5,836
    )Effect of changes in foreign currency exchange rates and other
    
    
    3,736
    
    
    
    10,264Unconsolidated investees:Rental expenses of properties managed by us and owned by our unconsolidated
investees
    
    
    79,411
    
    
    
    86,762Rental expenses of AMB properties premerger
    
    
    60,366
    
    
    
    74,390Same store portfolio  rental expenses (3)(4)
    
    $
    219,011
    
    
    $
    219,669
    
    
    
    (0.3)
    %Net Operating Income (1)Consolidated:Net operating income per our Consolidated Statements of Operations
    
    $
    213,530
    
    
    $
    134,116Adjustments to derive same store results:Net operating income of properties not in the same store portfolio  properties
developed and acquired during the period and land subject to ground leases
    
    
    (8,900
    )
    
    
    (2,942
    )Effect of changes in foreign currency exchange rates and other
    
    
    (4,370
    )
    
    
    (5,759
    )Unconsolidated investees:Net operating income of properties managed by us and owned by our
unconsolidated investees
    
    
    245,628
    
    
    
    278,086Net operating income of AMB properties premerger
    
    
    169,260
    
    
    
    193,248Same store portfolio  net operating income (3)
    
    $
    615,148
    
    
    $
    596,749
    
    
    
    3.1
    %
 (1)
    
    As discussed above, our same store portfolio includes industrial properties from our
consolidated portfolio and owned by the unconsolidated investees (accounted for on the equity
method) that are managed by us. In addition, we have included the properties owned and managed
by AMB as of January 1, 2010 that we still own at June 30, 2011 in the same store portfolio.
During the periods presented, certain properties owned by us were contributed to a property
fund and are included in the same store portfolio on an aggregate basis. Neither our
consolidated results nor that of the unconsolidated investees, when viewed individually, would
be comparable on a same store basis due to the changes in composition of the respective
portfolios from period to period (for example, the results of a contributed property would be
included in our consolidated results through the contribution date and in the results of the
unconsolidated investee subsequent to the contribution date).(2)
    
    We exclude the net termination and renegotiation fees from our same store rental income to
allow us to evaluate the growth or decline in each propertys rental income without regard to
items that are not indicative of the propertys recurring operating performance. Net
termination and renegotiation fees represent the gross fee negotiated to allow a customer to
terminate or renegotiate their lease, offset by the write-off of the asset recognized due to
the adjustment to straight-line rents over the lease term. The adjustments to remove these
items are included as effect of changes in foreign currency exchange rates and other in the
tables above.(3)
    
    These amounts include rental income, rental expenses and net operating income of both our
consolidated industrial properties and those owned by our unconsolidated investees (accounted
for on the equity method) and managed by us.(4)
    
    Rental expenses in the same store portfolio include the direct operating expenses of the
property such as property taxes, insurance, utilities, etc. In addition, we include an
allocation of the property management expenses for our direct-owned properties based on the
property management fee that is provided for in the individual management agreements under
which our wholly owned management companies provide property management services to each
property (generally, the fee is based on a percentage of revenues). On consolidation, the
 40




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##### Table of Contents



management fee income earned by the management companies and the management fee expense
recognized by the properties are eliminated and the actual costs of providing property
management services are recognized as part of our consolidated rental expenses. These expenses
fluctuate based on the level of properties included in the same store portfolio and any
adjustment is included as effect of changes in foreign currency exchange rates and other in
the above table.
 Environmental Matters
   Liquidity and Capital Resources
 Overview
  Near-Term Principal Cash Sources and Uses
  
    
    completion of the development and leasing of the properties in our development portfolio
(a);
    
    investments in current or future unconsolidated investees, primarily for the development
and/or acquisition of properties depending on market and other conditions (b);
    
    development of new properties for long-term investment;
    
    repayment of debt, including payments on our credit facilities and repurchases of senior
notes and/or exchangeable senior notes;
    
    scheduled debt principal payments in the remainder of 2011 of $147 million;
    
    capital expenditures and leasing costs on properties;
    
    depending on market and other conditions, direct acquisition of operating properties and/or
portfolios of operating properties in global or regional markets for direct, long-term
investment; and
    
    merger integration and transition expenses.
 _____________(a)
    
    As of June 30, 2011, we had 28 properties under development that were 43.4% leased with
a current investment of $633.7 million and a total expected investment of $1.1 billion when
completed and leased, leaving $502.7 million remaining to be spent.(b)
    
    See Note 4 to the Consolidated Financial Statements in Item 1 for discussion of the
capital commitments of the property funds.
  
    
    available cash balances ($260.9 million at June 30, 2011);
    
    property operations;
    
    fees and incentives earned for services performed on behalf of the property funds and
distributions received from the property funds;
    
    proceeds from the disposition of properties, land parcels or other investments to third
parties;
    
    proceeds from the contributions of properties to property funds or other unconsolidated
investees;
    
    borrowing capacity under our Credit Facilities ($1.3 billion available as of June 30,
2011), other facilities or borrowing arrangements;
    
    proceeds from the issuance of equity securities; and
    
    proceeds from the issuance of debt securities, including secured mortgage debt.
 41




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##### Table of Contents



Credit Facilities
     Aggregate lender  commitments
    
    $
    2,211.8Less:Borrowings outstanding
    
    
    800.6Outstanding letters of credit
    
    
    95.4Current availability
    
    $
    1,315.8
 Debt
    Cash Provided by Operating Activities
  Cash Investing and Cash Financing Activities
  
    
    We generated cash from dispositions of $610.4 million and $260.0 million during 2011 and
2010, respectively. In 2011, we disposed of land, land subject to ground leases and 41
properties that included the majority of our non-core assets. In 2010, we disposed of land
and 12 properties.
 
    
    We invested $489.0 million in real estate during 2011 and $290.4 million for the same
period in 2010; including costs for current and future development
projects, property acquisitions and recurring
capital expenditures and tenant improvements on existing operating properties.
 
    
    In connection with the Merger, we acquired
$234.0 million in cash in 2011.
 
    
    During the second quarter 2011, we used $1.0 billion of cash to purchase units in PEPR (see
Note 2 to the Consolidated Financial Statements in Item I). The acquisition was funded with
borrowings on a new
500 million
bridge facility (PEPR Bridge Facility) that was put in place for the acquisition and borrowings
under our other credit facilities. The borrowings on the bridge facility were repaid with
proceeds from the 2011 Equity Offering.
 42




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##### Table of Contents




    
    We received distributions from unconsolidated investees as a
return of investment of $57.3 million and $41.6 million during 2011 and 2010, respectively.
 
    
    In the first quarter of 2011, we invested $55.0 million in a preferred equity interest in a
subsidiary of the buyer of a portfolio of non-core assets.
 
    
    In 2011, we received advances, net of repayments, from unconsolidated investees of $11.3
million. In 2010, we invested cash of $151.0 million in unconsolidated investees including
investments in connection with a property contribution we made, net of repayment of advances
by the investees.
  
    
    In June 2011, we completed the 2011 Equity Offering and issued 34.5 million shares of
common stock and received net proceeds of approximately $1.1 billion. The proceeds were used
to repay the PEPR acquisition bridge facility completely and the remainder were used to repay
a portion of the borrowings outstanding under our Credit Facilities.
 
    
    In 2011, we incurred $164.5 million in secured mortgage
debt and borrowed $721.0 million on the PEPR Bridge Facility. In March 2010, we issued $1.1
billion of senior notes due 2017 and 2020 and $460.0 million of exchangeable senior notes due
2015 and incurred $126.7 million in secured mortgage debt.
 
    
    We had net payments on our Credit Facilities of $50.2 million and $275.5 million during
2011 and 2010, respectively. In connection with the Merger, we repaid the outstanding balance
under our existing global line of credit and entered into new credit facilities as discussed below.
 
    
    In 2011, we used $711.8 million in proceeds from the
2011 Equity Offering to repay the amounts borrowed under the PEPR
Bridge Facility. In addition, we made net payments of $185.3 million and $50.4 million on regularly scheduled debt
principal and maturity payments during 2011 and 2010, respectively. This includes the
repayment of 101.3 million ($146.8 million) of the euro notes that matured in April 2011.
 
    
    In 2010, we purchased and extinguished $1.2 billion original principal amount of our senior
and exchangeable senior notes and secured mortgage debt for $1.2 billion.
 
    
    We paid distributions of $129.0 million and $143.8 million to our common stockholders
during 2011 and 2010, respectively. We paid dividends on our
preferred shares of $12.7 million
during both 2011 and 2010.
 
    
    We generated proceeds from the sale and issuance of common stock under our various common
share plans of $28.7 million in 2010, primarily from our at-the-market equity issuance
program. In connection with the Merger, this program was terminated.
 Off-Balance Sheet Arrangements
   2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    2015
    
    
    Thereafter
    
    
    Discount
    
    
    Total (1)Americas
    
    $
    195.3
    
    
    $
    683.6
    
    
    $
    730.7
    
    
    $
    914.8
    
    
    $
    372.3
    
    
    $
    3,118.9
    
    
    $
    7.5
    
    
    $
    6,023.1Europe
    
    
    10.9
    
    
    
    181.9
    
    
    
    348.4
    
    
    
    667.5
    
    
    
    738.1
    
    
    
    295.0
    
    
    
    15.4
    
    
    
    2,257.2Asia
    
    
    175.8
    
    
    
    254.5
    
    
    
    481.0
    
    
    
    
    
    
    
    1.8
    
    
    
    78.8
    
    
    
    (12.4
    )
    
    
    979.5Total unconsolidated property funds
    
    $
    382.0
    
    
    $
    1,120.0
    
    
    $
    1,560.1
    
    
    $
    1,582.3
    
    
    $
    1,112.2
    
    
    $
    3,492.7
    
    
    $
    10.5
    
    
    $
    9,259.8
 (1)
    
    As of June 30, 2011, we had generally not guaranteed any of the third party debt of the property funds.
In our role as the manager of the property funds, we work with the property funds to refinance
their maturing debt. The remaining 2011 maturities have been substantially addressed. There
can be no assurance that the property funds will be able to refinance any maturing
indebtedness on terms as favorable as the maturing debt, or at all. If the property funds are
unable to refinance the maturing indebtedness with newly issued debt, they may be able to
obtain funds by capital contributions from us and our fund partners or by selling assets.
Certain of the property funds also have credit facilities, which may be used to obtain funds.
Generally, the property funds issue long-term debt and utilize the proceeds to repay
borrowings under the credit facilities.
  43




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Contractual Obligations
       New Accounting Pronouncements
  44




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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
   Interest Rate Risk
  
   Foreign Currency Risk
   45




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##### Table of Contents



Item 4. Controls and Procedures
 Controls and Procedures (Prologis, Inc.)
   Controls and Procedures (Prologis, L.P.)
   
 PART II
 
 Item 1. Legal Proceedings
    
 Item 1A. Risk Factors
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. [Removed and Reserved]
 
 Item 5. Other Information
 46




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##### Table of Contents



Item 6. Exhibits
 3.1
    
    Articles of Merger of New Pumpkin Inc., a Maryland corporation, with and into Prologis, Inc. (f/k/a AMB
Property Corporation), a Maryland corporation, changing the name of AMB Property Corporation to
Prologis, Inc., as filed with the Stated Department of Assessments and Taxation of Maryland on June 2,
2011, and effective June 3, 2011 (incorporated by reference to Exhibit 3.1 to Prologis, Inc.s and
Prologis, L.P.s Current Report on Form 8-K filed June 8, 2011).3.2
    
    Seventh Amended and Restated Bylaws of Prologis, Inc. (incorporated by reference to Exhibit 3.2 to
Prologis, Inc.s and Prologis, L.P.s Current Report on Form 8-K filed June 8, 2011).3.3
    
    Articles Supplementary establishing and fixing the rights and preferences of the Series Q Cumulative
Redeemable Preferred Stock (incorporated by reference to Exhibit 3.4 to Prologis, Inc.s Form 8-A filed on
June 2, 2011).3.4
    
    Articles Supplementary establishing and fixing the rights and preferences of the Series R Cumulative
Redeemable Preferred Stock (incorporated by reference to Exhibit 3.5 to Prologis, Inc.s Form 8-A filed on
June 2, 2011).3.5
    
    Articles Supplementary establishing and fixing the rights and preferences of the Series S Cumulative
Redeemable Preferred Stock (incorporated by reference to Exhibit 3.6 to Prologis, Inc.s Form 8-A filed on
June 2, 2011).3.6
    
    Thirteenth Amended and Restated Agreement of Limited Partnership of Prologis, L.P. (incorporated by
reference to Exhibit 3.6 to Prologis, Inc.s and Prologis, L.P.s Current Report on Form 8-K filed June 8,
2011).3.7
    
    Amended and Restated Certificate of Limited Partnership of AMB Property, L.P. (incorporated by reference
to Exhibit 3.7 to Prologis, Inc.s and Prologis, L.P.s Current Report on Form 8-K filed June 8, 2011).3.8
    
    Articles of Amendment and Restatement of the Declaration of Trust of the ProLogis, dated as of June 3,
2011 (incorporated by reference to Exhibit 3.1 to Prologis (Old ProLogis) Current Report on Form 8-K
filed June 7, 2011).4.1
    
    Form of Certificate for Common Stock for Prologis, Inc. (incorporated by reference to Exhibit 4.1 to
Prologis, Inc.s Registration Statement on Form S-4/A (No. 333-172741) filed on April 12, 2011).4.2
    
    Form of Certificate for the Series Q Cumulative Redeemable Preferred Stock (incorporated by reference to
Exhibit 4.2 to Prologis, Inc.s Registration Statement on Form S-4/A (No. 333-172741) filed April 28,
2011).4.3
    
    Form of Certificate for the Series R Cumulative Redeemable Preferred Stock (incorporated by reference to
Exhibit 4.3 to Prologis, Inc.s Registration Statement on Form S-4/A (No. 333-172741) filed April 28,
2011).4.4
    
    Form of Certificate for the Series S Cumulative Redeemable Preferred Stock (incorporated by reference to
Exhibit 4.4 to Prologis, Inc.s Registration Statement on Form S-4/A (No. 333-172741) filed April 28,
2011).4.5
    
    Eleventh Supplemental Indenture, by and between Old ProLogis, New Pumpkin Inc. and U.S. Bank National
Association, as Trustee (as successor in interest to State Street Bank and Trust Company), dated as of
June 2, 2011 (incorporated by reference to Exhibit 4.1 to Old ProLogis Current Report on Form 8-K filed
June 7, 2011).4.6
    
    Twelfth Supplemental Indenture, by and between Prologis, Inc., Old ProLogis and U.S. Bank National
Association, as Trustee (as successor in interest to State Street Bank and Trust Company), dated as of
June 3, 2011 (incorporated by reference to Exhibit 4.2 to Old ProLogis Current Report on Form 8-K filed
June 7, 2011).4.7
    
    Form of Indenture, by and among Prologis, L.P., as issuer, Prologis, Inc., as guarantor, and U.S. Bank
National Association, as trustee (incorporated by reference to Exhibit 4.9 to Prologis, Inc.s and
Prologis, L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.8
    
    Form of First Supplemental Indenture in respect of the Prologis, L.P. 2.25% Exchangeable Senior Notes due
2037, by and among Prologis, L.P., as issuer, Prologis, Inc., as guarantor, and U.S. Bank National
Association, as trustee (incorporated by reference to Exhibit 4.10 to Prologis, Inc.s and Prologis,
L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.9
    
    Form of Second Supplemental Indenture in respect of the Prologis, L.P. 1.875% Exchangeable Senior Notes
due 2037, by and among Prologis, L.P., as issuer, Prologis, Inc., as guarantor, and U.S. Bank National
Association, as trustee (incorporated by reference to Exhibit 4.11 to Prologis, Inc.s and Prologis,
L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.10
    
    Form of Third Supplemental Indenture in respect of the Prologis, L.P. 2.625% Exchangeable Senior Notes due
2038, by and among Prologis, L.P., as issuer, Prologis, Inc., as guarantor, and U.S. Bank National
Association, as trustee (incorporated by reference to Exhibit 4.12 to Prologis, Inc.s and Prologis,
L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.11
    
    Form of Fourth Supplemental Indenture in respect of the Prologis, L.P. 3.25% Exchangeable Senior Notes due
2015, by and among Prologis, L.P., as issuer, Prologis, Inc., as guarantor, and U.S. Bank National
Association, as trustee (incorporated by reference to Exhibit 4.13 to Prologis, Inc.s and Prologis,
L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.12
    
    Form of Thirteenth Supplemental Indenture, by and between ProLogis and U.S. Bank National Association, as
Trustee (as successor in interest to State Street Bank and Trust Company) (incorporated by reference to
Exhibit 4.27 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4 (No. 333-173891)
filed May 3, 2011).4.13
    
    Form of Global Note Representing Prologis, L.P. 5.500% Notes due April 1, 2012 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.41 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).
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4.14
    
    Form of Global Note Representing Prologis, L.P. 5.500% Notes due March 1, 2013 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.42 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.15
    
    Form of Global Note Representing Prologis, L.P. 7.625% Notes due August 15, 2014 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.43 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.16
    
    Form of Global Note Representing Prologis, L.P. 7.810% Notes due February 1, 2015 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.44 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.17
    
    Form of Global Note Representing Prologis, L.P. 9.340% Notes due March 1, 2015 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.45 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.18
    
    Form of Global Note Representing Prologis, L.P. 5.625% Notes due November 15, 2015 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.46 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.19
    
    Form of Global Note Representing Prologis, L.P. 5.750% Notes due April 1, 2016 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.47 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.20
    
    Form of Global Note Representing Prologis, L.P. 8.650% Notes due May 15, 2016 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.48 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.21
    
    Form of Global Note Representing Prologis, L.P. 5.625% Notes due November 15, 2016 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.49 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.22
    
    Form of Global Note Representing Prologis, L.P. 6.250% Notes due March 15, 2017 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.50 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.23
    
    Form of Global Note Representing Prologis, L.P. 7.625% Notes due July 1, 2017 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.51 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.24
    
    Form of Global Note Representing Prologis, L.P. 6.625% Notes due May 15, 2018 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.52 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.25
    
    Form of Global Note Representing Prologis, L.P. 7.375% Notes due October 30, 2019 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.53 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.26
    
    Form of Global Note Representing Prologis, L.P. 6.875% Notes due March 15, 2020 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.54 to Prologis. Inc.s and Prologis, L.P.s Current
Report on Form 8-K filed May 3, 2011).4.27
    
    Form of Global Note Representing Prologis, L.P. 2.250% Exchangeable Senior Notes due 2037 and Related
Notational Guarantee (incorporated by reference to and included in Exhibit 4.10 to Prologis, Inc.s and
Prologis, L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.28
    
    Form of Global Note Representing Prologis, L.P. 1.875% Exchangeable Senior Notes due 2037 and Related
Notational Guarantee (incorporated by reference to and included in Exhibit 4.11 to Prologis, Inc.s and
Prologis, L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011)4.29
    
    Form of Global Note Representing Prologis, L.P. 2.625% Exchangeable Senior Notes due 2038 and Related
Notational Guarantee (incorporated by reference to and included in Exhibit 4.12 to Prologis, Inc.s and
Prologis, L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.30
    
    Form of Global Note Representing Prologis, L.P. 3.250% Exchangeable Senior Notes due 2015 and Related
Notational Guarantee (incorporated by reference to and included in Exhibit 4.13 to Prologis, Inc.s and
Prologis, L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.31
    
    Form of Officers Certificate related to the Prologis, L.P. 5.500% Notes due April 1, 2012 (incorporated
by reference to Exhibit 4.59 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4
(No. 333-173891) filed May 3, 2011).4.32
    
    Form of Officers Certificate related to the Prologis, L.P. 5.500% Notes due March 1, 2013 (incorporated
by reference to Exhibit 4.60 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4
(No. 333-173891) filed May 3, 2011).4.33
    
    Form of Officers Certificate related to the Prologis, L.P. 7.625% Notes due August 15, 2014 (incorporated
by reference to
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Exhibit 4.61 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4
(No. 333-173891) filed May 3, 2011).4.34
    
    Form of Officers Certificate related to the Prologis, L.P. 7.810% Notes due February 1, 2015
(incorporated by reference to Exhibit 4.62 to Prologis, Inc.s and Prologis, L.P.s Registration Statement
on Form S-4 (No. 333-173891) filed May 3, 2011).4.35
    
    Form of Officers Certificate related to the Prologis, L.P. 9.340% Notes due March 1, 2015 (incorporated
by reference to Exhibit 4.63 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4
(No. 333-173891) filed May 3, 2011).4.36
    
    Form of Officers Certificate related to the Prologis, L.P. 5.625% Notes due November 15, 2015
(incorporated by reference to Exhibit 4.64 to Prologis, Inc.s and Prologis, L.P.s Registration Statement
on Form S-4 (No. 333-173891) filed May 3, 2011).4.37
    
    Form of Officers Certificate related to the ProLogis, L.P. 5.750% Notes due April 1, 2016 (incorporated
by reference to Exhibit 4.65 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4
(No. 333-173891) filed May 3, 2011).4.38
    
    Form of Officers Certificate related to the Prologis, L.P. 8.650% Notes due May 15, 2016 (incorporated by
reference to Exhibit 4.66 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4 (No.
333-173891) filed May 3, 2011).4.39
    
    Form of Officers Certificate related to the Prologis, L.P. 5.625% Notes due November 15, 2016
(incorporated by reference to Exhibit 4.67 to Prologis, Inc.s and Prologis, L.P.s Registration Statement
on Form S-4 (No. 333-173891) filed May 3, 2011).4.40
    
    Form of Officers Certificate related to the Prologis, L.P. 6.250% Notes due March 15, 2017 (incorporated
by reference to Exhibit 4.68 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4
(No. 333-173891) filed May 3, 2011).4.41
    
    Form of Officers Certificate related to the Prologis, L.P. 7.625% Notes due July 1, 2017 (incorporated by
reference to Exhibit 4.69 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4 (No.
333-173891) filed May 3, 2011).4.42
    
    Form of Officers Certificate related to the Prologis, L.P. 6.625% Notes due May 15, 2018 (incorporated by
reference to Exhibit 4.70 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4 (No.
333-173891) filed May 3, 2011).4.43
    
    Form of Officers Certificate related to the Prologis, L.P. 7.375% Notes due October 30, 2019
(incorporated by reference to Exhibit 4.71 to Prologis, Inc.s and Prologis, L.P.s Registration Statement
on Form S-4 (No. 333-173891) filed May 3, 2011).4.44
    
    Form of Officers Certificate related to the Prologis, L.P. 6.875% Notes due March 15, 2020 (incorporated
by reference to Exhibit 4.72 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4
(No. 333-173891) filed May 3, 2011).10.1*
    
    Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Prologis, Inc.s and
Prologis, L.Ps Current Report on Form 8-K filed June 8, 2011).10.2
    
    Global Senior Credit Agreement dated as of June 3, 2011 among Prologis, Operating Partnership, various
subsidiaries and affiliates of Prologis, various lenders, Bank of America, N.A., as Global Administrative
Agent, U.S. Funding Agent, U.S. Swing Line Lender and a U.S. L/C Issuer, The Royal Bank of Scotland plc,
as Euro Funding Agent, The Royal Bank of Scotland N.V., as Euro Swing Line Lender and a Euro L/C Issuer,
and Sumitomo Mitsui Banking Corporation, as Yen Funding Agent and a Yen L/C Issuer (incorporated by
reference to Exhibit 10.1 to Old ProLogis Current Report on Form 8-K filed June 7, 2011).10.3
    
    Third Amended and Restated Revolving Credit Agreement dated as of June 3, 2011 among AMB Japan Finance
Y.K., as initial borrower, Operating Partnership and Prologis, as guarantors, the banks listed on the
signature pages thereof, and Sumitomo Mitsui Banking Corporation, as Administrative Agent. (incorporated
by reference to Exhibit 10.2 to Prologis, Inc.s and Prologis, L.P.s Current Report on Form 8-K filed
June 9, 2011).10.4
    
    Guaranty of Payment dated as of June 3, 2011 by Operating Partnership and Prologis for the benefit of
Sumitomo Mitsui Banking Corporation, as Administrative Agent for the banks that are from time to time
parties to the Third Amended and Restated Revolving Credit Agreement dated as of June 3, 2011 among AMB
Japan Finance Y.K., Operating Partnership, Prologis, various lenders and Sumitomo Mitsui Banking
Corporation, as Administrative Agent. (incorporated by reference to Exhibit 10.3 to Prologis, Inc.s and
Prologis, L.P.s Current Report on Form 8-K filed June 9, 2011).10.5
    
    First Amendment and Waiver, dated as of June 3, 2011, to the Credit Agreement dated as of November 29,
2010 among Operating Partnership as borrower, Prologis as guarantor, various banks and HSBC Bank USA,
National Association, as Administrative Agent. (incorporated by reference to Exhibit 10.4 to Prologis,
Inc.s and Prologis, L.P.s Current Report on Form 8-K filed June 9, 2011).10.6
    
    Guaranty Agreement dated as of June 3, 2011 issued by Operating Partnership and Prologis in favor of the
Administrative Agent and the Lenders under the Senior Bridge Loan Agreement dated as of April 21, 2011
among PLD International Incorporated, various lenders and J.P. Morgan Europe Limited, as Administrative
Agent (incorporated by reference to Exhibit 10.5 to Prologis, Inc.s and Prologis, L.P.s Current Report
on Form 8-K filed June 9, 2011).10.7
    
    Senior Bridge Loan Agreement dated as of April 21, 2011 among PLD International Incorporated, a Delaware
corporation, the various lenders a party thereto and J.P. Morgan Chase Bank, N.A. (London Branch), as
administrative agent (incorporated by reference to Exhibit 10.1 to Old Prologis Current Report on Form
8-K filed April 26, 2011).10.8*
    
    Second Amended and Restated Employment Agreement, effective as of March 31, 2011, entered into between
ProLogis and Ted R. Antenucci (incorporated by reference to Exhibit 10.2 to Old Prologis Quarterly Report
on Form 10-Q filed May 10, 2011).10.9*
    
    The AMB Property Corporation 2011 Notional Account Deferred Compensation Plan10.10*
    
    Letter Agreement, dated January 30, 2011, by and between Hamid R. Moghadam and AMB Property III, LLC
 49




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##### Table of Contents



10.11*
    
    Letter Agreement, dated January 30, 2011, by and between Guy F. Jaquier and AMB Property, L.P.10.12*
    
    Letter Agreement, dated January 30, 2011, by and between Eugene F. Reilly and AMB Property, L.P.10.13*
    
    Letter Agreement, dated January 30, 2011, by and between Thomas S. Olinger and AMB Property, L.P.10.14
    
    Thirteenth Amended and Restated Agreement of Limited Partnership of Prologis, L.P. (incorporated by
reference to Exhibit 3.6 to Prologis, Inc.s and Prologis, L.P.s Current Report on Form 8-K filed June 8,
2011).12.1
    
    Computation of Ratio of Earnings to
Fixed Charges of Prologis, L.P.12.2
    
    Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Share Dividends, of Prologis, Inc.15.1
    
    KPMG LLP Awareness Letter of Prologis, Inc.15.2
    
    KPMG LLP Awareness Letter of Prologis, L.P.31.1
    
    Certification of Co-Chief Executive Officers of Prologis, Inc.31.2
    
    Certification of Chief Financial Officer of Prologis, Inc.31.3
    
    Certification of Co-Chief Executive Officers for Prologis, L.P.31.4
    
    Certification of Chief Financial Officer for Prologis, L.P.32.1
    
    Certification of Co-Chief Executive Officers and Chief Financial Officer of Prologis, Inc., pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Co-Chief Executive Officers and Chief Financial Officer for Prologis, L.P., pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Management Contract or Compensatory Plan or Arrangement
    
    Filed herewith 50




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##### Table of Contents



SIGNATURES
  PROLOGIS, INC.By:
    /s/ William E. SullivanWilliam E. SullivanChief Financial OfficerBy:
    /s/ Lori A. PalazzoloLori A. PalazzoloSenior Vice President and Chief Accounting Officer




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##### Table of Contents



Index to Exhibits
 3.1
    
    Articles of Merger of New Pumpkin Inc., a Maryland corporation, with and into Prologis, Inc. (f/k/a AMB
Property Corporation), a Maryland corporation, changing the name of AMB Property Corporation to
Prologis, Inc., as filed with the Stated Department of Assessments and Taxation of Maryland on June 2,
2011, and effective June 3, 2011 (incorporated by reference to Exhibit 3.1 to Prologis, Inc.s and
Prologis, L.P.s Current Report on Form 8-K filed June 8, 2011).3.2
    
    Seventh Amended and Restated Bylaws of Prologis, Inc. (incorporated by reference to Exhibit 3.2 to
Prologis, Inc.s and Prologis, L.P.s Current Report on Form 8-K filed June 8, 2011).3.3
    
    Articles Supplementary establishing and fixing the rights and preferences of the Series Q Cumulative
Redeemable Preferred Stock (incorporated by reference to Exhibit 3.4 to Prologis, Inc.s Form 8-A filed on
June 2, 2011).3.4
    
    Articles Supplementary establishing and fixing the rights and preferences of the Series R Cumulative
Redeemable Preferred Stock (incorporated by reference to Exhibit 3.5 to Prologis, Inc.s Form 8-A filed on
June 2, 2011).3.5
    
    Articles Supplementary establishing and fixing the rights and preferences of the Series S Cumulative
Redeemable Preferred Stock (incorporated by reference to Exhibit 3.6 to Prologis, Inc.s Form 8-A filed on
June 2, 2011).3.6
    
    Thirteenth Amended and Restated Agreement of Limited Partnership of Prologis, L.P. (incorporated by
reference to Exhibit 3.6 to Prologis, Inc.s and Prologis, L.P.s Current Report on Form 8-K filed June 8,
2011).3.7
    
    Amended and Restated Certificate of Limited Partnership of AMB Property, L.P. (incorporated by reference
to Exhibit 3.7 to Prologis, Inc.s and Prologis, L.P.s Current Report on Form 8-K filed June 8, 2011).3.8
    
    Articles of Amendment and Restatement of the Declaration of Trust of the ProLogis, dated as of June 3,
2011 (incorporated by reference to Exhibit 3.1 to Prologis (Old ProLogis) Current Report on Form 8-K
filed June 7, 2011).4.1
    
    Form of Certificate for Common Stock for Prologis, Inc. (incorporated by reference to Exhibit 4.1 to
Prologis, Inc.s Registration Statement on Form S-4/A (No. 333-172741) filed on April 12, 2011).4.2
    
    Form of Certificate for the Series Q Cumulative Redeemable Preferred Stock (incorporated by reference to
Exhibit 4.2 to Prologis, Inc.s Registration Statement on Form S-4/A (No. 333-172741) filed April 28,
2011).4.3
    
    Form of Certificate for the Series R Cumulative Redeemable Preferred Stock (incorporated by reference to
Exhibit 4.3 to Prologis, Inc.s Registration Statement on Form S-4/A (No. 333-172741) filed April 28,
2011).4.4
    
    Form of Certificate for the Series S Cumulative Redeemable Preferred Stock (incorporated by reference to
Exhibit 4.4 to Prologis, Inc.s Registration Statement on Form S-4/A (No. 333-172741) filed April 28,
2011).4.5
    
    Eleventh Supplemental Indenture, by and between Old ProLogis, New Pumpkin Inc. and U.S. Bank National
Association, as Trustee (as successor in interest to State Street Bank and Trust Company), dated as of
June 2, 2011 (incorporated by reference to Exhibit 4.1 to Old ProLogis Current Report on Form 8-K filed
June 7, 2011).4.6
    
    Twelfth Supplemental Indenture, by and between Prologis, Inc., Old ProLogis and U.S. Bank National
Association, as Trustee (as successor in interest to State Street Bank and Trust Company), dated as of
June 3, 2011 (incorporated by reference to Exhibit 4.2 to Old ProLogis Current Report on Form 8-K filed
June 7, 2011).4.7
    
    Form of Indenture, by and among Prologis, L.P., as issuer, Prologis, Inc., as guarantor, and U.S. Bank
National Association, as trustee (incorporated by reference to Exhibit 4.9 to Prologis, Inc.s and
Prologis, L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.8
    
    Form of First Supplemental Indenture in respect of the Prologis, L.P. 2.25% Exchangeable Senior Notes due
2037, by and among Prologis, L.P., as issuer, Prologis, Inc., as guarantor, and U.S. Bank National
Association, as trustee (incorporated by reference to Exhibit 4.10 to Prologis, Inc.s and Prologis,
L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.9
    
    Form of Second Supplemental Indenture in respect of the Prologis, L.P. 1.875% Exchangeable Senior Notes
due 2037, by and among Prologis, L.P., as issuer, Prologis, Inc., as guarantor, and U.S. Bank National
Association, as trustee (incorporated by reference to Exhibit 4.11 to Prologis, Inc.s and Prologis,
L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.10
    
    Form of Third Supplemental Indenture in respect of the Prologis, L.P. 2.625% Exchangeable Senior Notes due
2038, by and among Prologis, L.P., as issuer, Prologis, Inc., as guarantor, and U.S. Bank National
Association, as trustee (incorporated by reference to Exhibit 4.12 to Prologis, Inc.s and Prologis,
L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.11
    
    Form of Fourth Supplemental Indenture in respect of the Prologis, L.P. 3.25% Exchangeable Senior Notes due
2015, by and among Prologis, L.P., as issuer, Prologis, Inc., as guarantor, and U.S. Bank National
Association, as trustee (incorporated by reference to Exhibit 4.13 to Prologis, Inc.s and Prologis,
L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.12
    
    Form of Thirteenth Supplemental Indenture, by and between ProLogis and U.S. Bank National Association, as
Trustee (as successor in interest to State Street Bank and Trust Company) (incorporated by reference to
Exhibit 4.27 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4 (No. 333-173891)
filed May 3, 2011).4.13
    
    Form of Global Note Representing Prologis, L.P. 5.500% Notes due April 1, 2012 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.41 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).




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##### Table of Contents



4.14
    
    Form of Global Note Representing Prologis, L.P. 5.500% Notes due March 1, 2013 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.42 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.15
    
    Form of Global Note Representing Prologis, L.P. 7.625% Notes due August 15, 2014 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.43 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.16
    
    Form of Global Note Representing Prologis, L.P. 7.810% Notes due February 1, 2015 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.44 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.17
    
    Form of Global Note Representing Prologis, L.P. 9.340% Notes due March 1, 2015 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.45 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.18
    
    Form of Global Note Representing Prologis, L.P. 5.625% Notes due November 15, 2015 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.46 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.19
    
    Form of Global Note Representing Prologis, L.P. 5.750% Notes due April 1, 2016 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.47 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.20
    
    Form of Global Note Representing Prologis, L.P. 8.650% Notes due May 15, 2016 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.48 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.21
    
    Form of Global Note Representing Prologis, L.P. 5.625% Notes due November 15, 2016 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.49 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.22
    
    Form of Global Note Representing Prologis, L.P. 6.250% Notes due March 15, 2017 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.50 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.23
    
    Form of Global Note Representing Prologis, L.P. 7.625% Notes due July 1, 2017 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.51 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.24
    
    Form of Global Note Representing Prologis, L.P. 6.625% Notes due May 15, 2018 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.52 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.25
    
    Form of Global Note Representing Prologis, L.P. 7.375% Notes due October 30, 2019 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.53 to Prologis, Inc.s and Prologis, L.P.s Registration
Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.26
    
    Form of Global Note Representing Prologis, L.P. 6.875% Notes due March 15, 2020 and Related Notational
Guarantee (incorporated by reference to Exhibit 4.54 to Prologis. Inc.s and Prologis, L.P.s Current
Report on Form 8-K filed May 3, 2011).4.27
    
    Form of Global Note Representing Prologis, L.P. 2.250% Exchangeable Senior Notes due 2037 and Related
Notational Guarantee (incorporated by reference to and included in Exhibit 4.10 to Prologis, Inc.s and
Prologis, L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.28
    
    Form of Global Note Representing Prologis, L.P. 1.875% Exchangeable Senior Notes due 2037 and Related
Notational Guarantee (incorporated by reference to and included in Exhibit 4.11 to Prologis, Inc.s and
Prologis, L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011)4.29
    
    Form of Global Note Representing Prologis, L.P. 2.625% Exchangeable Senior Notes due 2038 and Related
Notational Guarantee (incorporated by reference to and included in Exhibit 4.12 to Prologis, Inc.s and
Prologis, L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.30
    
    Form of Global Note Representing Prologis, L.P. 3.250% Exchangeable Senior Notes due 2015 and Related
Notational Guarantee (incorporated by reference to and included in Exhibit 4.13 to Prologis, Inc.s and
Prologis, L.P.s Registration Statement on Form S-4 (No. 333-173891) filed May 3, 2011).4.31
    
    Form of Officers Certificate related to the Prologis, L.P. 5.500% Notes due April 1, 2012 (incorporated
by reference to Exhibit 4.59 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4
(No. 333-173891) filed May 3, 2011).4.32
    
    Form of Officers Certificate related to the Prologis, L.P. 5.500% Notes due March 1, 2013 (incorporated
by reference to Exhibit 4.60 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4
(No. 333-173891) filed May 3, 2011).4.33
    
    Form of Officers Certificate related to the Prologis, L.P. 7.625% Notes due August 15, 2014 (incorporated
by reference to




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##### Table of Contents



Exhibit 4.61 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4
(No. 333-173891) filed May 3, 2011).4.34
    
    Form of Officers Certificate related to the Prologis, L.P. 7.810% Notes due February 1, 2015
(incorporated by reference to Exhibit 4.62 to Prologis, Inc.s and Prologis, L.P.s Registration Statement
on Form S-4 (No. 333-173891) filed May 3, 2011).4.35
    
    Form of Officers Certificate related to the Prologis, L.P. 9.340% Notes due March 1, 2015 (incorporated
by reference to Exhibit 4.63 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4
(No. 333-173891) filed May 3, 2011).4.36
    
    Form of Officers Certificate related to the Prologis, L.P. 5.625% Notes due November 15, 2015
(incorporated by reference to Exhibit 4.64 to Prologis, Inc.s and Prologis, L.P.s Registration Statement
on Form S-4 (No. 333-173891) filed May 3, 2011).4.37
    
    Form of Officers Certificate related to the ProLogis, L.P. 5.750% Notes due April 1, 2016 (incorporated
by reference to Exhibit 4.65 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4
(No. 333-173891) filed May 3, 2011).4.38
    
    Form of Officers Certificate related to the Prologis, L.P. 8.650% Notes due May 15, 2016 (incorporated by
reference to Exhibit 4.66 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4 (No.
333-173891) filed May 3, 2011).4.39
    
    Form of Officers Certificate related to the Prologis, L.P. 5.625% Notes due November 15, 2016
(incorporated by reference to Exhibit 4.67 to Prologis, Inc.s and Prologis, L.P.s Registration Statement
on Form S-4 (No. 333-173891) filed May 3, 2011).4.40
    
    Form of Officers Certificate related to the Prologis, L.P. 6.250% Notes due March 15, 2017 (incorporated
by reference to Exhibit 4.68 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4
(No. 333-173891) filed May 3, 2011).4.41
    
    Form of Officers Certificate related to the Prologis, L.P. 7.625% Notes due July 1, 2017 (incorporated by
reference to Exhibit 4.69 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4 (No.
333-173891) filed May 3, 2011).4.42
    
    Form of Officers Certificate related to the Prologis, L.P. 6.625% Notes due May 15, 2018 (incorporated by
reference to Exhibit 4.70 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4 (No.
333-173891) filed May 3, 2011).4.43
    
    Form of Officers Certificate related to the Prologis, L.P. 7.375% Notes due October 30, 2019
(incorporated by reference to Exhibit 4.71 to Prologis, Inc.s and Prologis, L.P.s Registration Statement
on Form S-4 (No. 333-173891) filed May 3, 2011).4.44
    
    Form of Officers Certificate related to the Prologis, L.P. 6.875% Notes due March 15, 2020 (incorporated
by reference to Exhibit 4.72 to Prologis, Inc.s and Prologis, L.P.s Registration Statement on Form S-4
(No. 333-173891) filed May 3, 2011).10.1*
    
    Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to Prologis, Inc.s and
Prologis, L.Ps Current Report on Form 8-K filed June 8, 2011).10.2
    
    Global Senior Credit Agreement dated as of June 3, 2011 among Prologis, Operating Partnership, various
subsidiaries and affiliates of Prologis, various lenders, Bank of America, N.A., as Global Administrative
Agent, U.S. Funding Agent, U.S. Swing Line Lender and a U.S. L/C Issuer, The Royal Bank of Scotland plc,
as Euro Funding Agent, The Royal Bank of Scotland N.V., as Euro Swing Line Lender and a Euro L/C Issuer,
and Sumitomo Mitsui Banking Corporation, as Yen Funding Agent and a Yen L/C Issuer (incorporated by
reference to Exhibit 10.1 to Old ProLogis Current Report on Form 8-K filed June 7, 2011).10.3
    
    Third Amended and Restated Revolving Credit Agreement dated as of June 3, 2011 among AMB Japan Finance
Y.K., as initial borrower, Operating Partnership and Prologis, as guarantors, the banks listed on the
signature pages thereof, and Sumitomo Mitsui Banking Corporation, as Administrative Agent. (incorporated
by reference to Exhibit 10.2 to Prologis, Inc.s and Prologis, L.P.s Current Report on Form 8-K filed
June 9, 2011).10.4
    
    Guaranty of Payment dated as of June 3, 2011 by Operating Partnership and Prologis for the benefit of
Sumitomo Mitsui Banking Corporation, as Administrative Agent for the banks that are from time to time
parties to the Third Amended and Restated Revolving Credit Agreement dated as of June 3, 2011 among AMB
Japan Finance Y.K., Operating Partnership, Prologis, various lenders and Sumitomo Mitsui Banking
Corporation, as Administrative Agent. (incorporated by reference to Exhibit 10.3 to Prologis, Inc.s and
Prologis, L.P.s Current Report on Form 8-K filed June 9, 2011).10.5
    
    First Amendment and Waiver, dated as of June 3, 2011, to the Credit Agreement dated as of November 29,
2010 among Operating Partnership as borrower, Prologis as guarantor, various banks and HSBC Bank USA,
National Association, as Administrative Agent. (incorporated by reference to Exhibit 10.4 to Prologis,
Inc.s and Prologis, L.P.s Current Report on Form 8-K filed June 9, 2011).10.6
    
    Guaranty Agreement dated as of June 3, 2011 issued by Operating Partnership and Prologis in favor of the
Administrative Agent and the Lenders under the Senior Bridge Loan Agreement dated as of April 21, 2011
among PLD International Incorporated, various lenders and J.P. Morgan Europe Limited, as Administrative
Agent (incorporated by reference to Exhibit 10.5 to Prologis, Inc.s and Prologis, L.P.s Current Report
on Form 8-K filed June 9, 2011).10.7
    
    Senior Bridge Loan Agreement dated as of April 21, 2011 among PLD International Incorporated, a Delaware
corporation, the various lenders a party thereto and J.P. Morgan Chase Bank, N.A. (London Branch), as
administrative agent (incorporated by reference to Exhibit 10.1 to Old Prologis Current Report on Form
8-K filed April 26, 2011).10.8*
    
    Second Amended and Restated Employment Agreement, effective as of March 31, 2011, entered into between
ProLogis and Ted R. Antenucci (incorporated by reference to Exhibit 10.2 to Old Prologis Quarterly Report
on Form 10-Q filed May 10, 2011).10.9*
    
    The AMB Property Corporation 2011 Notional Account Deferred Compensation Plan10.10*
    
    Letter Agreement, dated January 30, 2011, by and between Hamid R. Moghadam and AMB Property III, LLC




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##### Table of Contents



10.11*
    
    Letter Agreement, dated January 30, 2011, by and between Guy F. Jaquier and AMB Property, L.P.10.12*
    
    Letter Agreement, dated January 30, 2011, by and between Eugene F. Reilly and AMB Property, L.P.10.13*
    
    Letter Agreement, dated January 30, 2011, by and between Thomas S. Olinger and AMB Property, L.P.10.14
    
    Thirteenth Amended and Restated Agreement of Limited Partnership of Prologis, L.P. (incorporated by
reference to Exhibit 3.6 to Prologis, Inc.s and Prologis, L.P.s Current Report on Form 8-K filed June 8,
2011).12.1
    
    Computation of Ratio of Earnings to
Fixed Charges of Prologis, L.P.12.2
    
    Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Share Dividends, of Prologis, Inc.15.1
    
    KPMG LLP Awareness Letter of Prologis, Inc.15.2
    
    KPMG LLP Awareness Letter of Prologis, L.P.31.1
    
    Certification of Co-Chief Executive Officers of Prologis, Inc.31.2
    
    Certification of Chief Financial Officer of Prologis, Inc.31.3
    
    Certification of Co-Chief Executive Officers for Prologis, L.P.31.4
    
    Certification of Chief Financial Officer for Prologis, L.P.32.1
    
    Certification of Co-Chief Executive Officers and Chief Financial Officer of Prologis, Inc., pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    Certification of Co-Chief Executive Officers and Chief Financial Officer for Prologis, L.P., pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Management Contract or Compensatory Plan or Arrangement
    
    Filed herewith