8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

--------------

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 22, 2020

Prologis, Inc.

Prologis, L.P.

(Exact name of registrant as specified in charter)

Maryland (Prologis, Inc.)
Delaware (Prologis, L.P.)
(State or other jurisdiction
of Incorporation) 001-13545 (Prologis, Inc.)
001-14245 (Prologis, L.P.)
(Commission File Number) 94-3281941 (Prologis, Inc.)
94-3285362 (Prologis, L.P.)
(I.R.S. Employer Identification
No.)

Pier 1, Bay 1, San Francisco, California	94111
(Address of Principal Executive Offices)	(Zip Code)

Registrants’ Telephone Number, including Area Code: (415) 394-9000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

	Title of Each Class	Trading Symbol(s)	Name of Each Exchange on Which Registered
Prologis, Inc.	Common Stock, $0.01 par value	PLD	New York Stock Exchange
Prologis, L.P.	1.375% Notes due 2021	PLD/21	New York Stock Exchange
Prologis, L.P.	3.000% Notes due 2022	PLD/22	New York Stock Exchange
Prologis, L.P.	3.375% Notes due 2024	PLD/24	New York Stock Exchange
Prologis, L.P.	3.000% Notes due 2026	PLD/26	New York Stock Exchange
Prologis, L.P.	2.250% Notes due 2029	PLD/29	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

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

Item 2.02. Results of Operations and Financial Condition (Prologis, Inc.) and

Item 7.01. Regulation FD Disclosure (Prologis, Inc. and Prologis, L.P.).

On January 22, 2020, Prologis, Inc., the general partner of Prologis, L.P., issued a press release announcing fourth quarter 2019 financial results. A copy of the supplemental information as well as the press release is furnished with this report as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated herein by reference.

The information in this report and the exhibits attached hereto is being furnished, not filed, for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and pursuant to Items 2.02 and 7.01 of Form 8-K will not be incorporated by reference into any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. Description

99.1 Supplemental information, dated January 22, 2020.

99.2 Press release, dated January 22, 2020.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

	PROLOGIS, INC.
January 22, 2020	By:	/s/ Thomas S. Olinger
		Name:Thomas S. Olinger
		Title:Chief Financial Officer

	PROLOGIS, L.P.,
January 22, 2020	By:  Prologis, Inc., its general partner
	By:	/s/ Thomas S. Olinger
		Name:Thomas S. Olinger
		Title:Chief Financial Officer

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EX-99.1

Prologis Supplemental Information Fourth Quarter 2019 Unaudited Prologis Shanghai Qingpu Distribution Center, Shanghai, China

4Q 2019 Supplemental Highlights 1Company Profile 3Company Performance 5Guidance Financial Information 6Consolidated Balance Sheets 7Consolidated Statements of Income 8Reconciliations of Net Earnings to FFO 9Reconciliations of Net Earnings to Adjusted EBITDA Strategic Capital 10Summary and Financial Highlights 11 Operating and Balance Sheet Information of the Unconsolidated Co-Investment Ventures 12 Non-GAAP Pro-Rata Financial Information Operations 13Overview 14Operating Metrics 16Operating Portfolio 19Customer Information Capital Deployment 20Overview 21Development Stabilizations 22Development Starts 23Development Portfolio 24Third Party Acquisitions 25Dispositions and Contributions 26Land Portfolio Capitalization 28Overview 29Debt Components - Consolidated 30Debt Components - Noncontrolling Interests and Unconsolidated Net Asset Value 31Components Notes and Definitions 33Notes and Definitions (A) Terms used throughout document are defined in the Notes and Definitions Copyright © 2020 Prologis

3,840 Buildings Highlights * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. This excludes the IPT portfolio acquisition of 236 buildings totaling approximately 38 million square feet on January 8, 2020. NOI calculation based on Prologis share of the Operating Portfolio. Company Profile(A) 4Q 2019 Supplemental 1 Prologis, Inc., is the global leader in logistics real estate with a focus on high-barrier, high-growth markets. As of December 31, 2019, the company owned or had investments in, on a wholly owned basis or through co-investment ventures, properties and development projects expected to total approximately 814 million square feet (76 million square meters) in 19 countries. Prologis leases modern logistics facilities to a diverse base of approximately 5,000 customers principally across two major categories: business-to-business and retail/online fulfillment. 814M Square Feet 5,000 Customers U.S. 464M SF 78% of NOI*(B) Other Americas 62M SF 6% of NOI*(B) Europe 195M SF 12% of NOI*(B) Asia 93M SF 4% of NOI*(B)

Highlights * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. 4Q 2019 Prologis Share of NOI of the Operating Portfolio annualized. 4Q 2019 third-party share of asset management fees annualized plus trailing twelve month third-party share of transaction fees and net promotes. Prologis Share of trailing twelve month Estimated Value Creation from development stabilizations. Mexico is included in the U.S. as it is U.S. dollar functional. Company Profile 2 4Q 2019 Supplemental Operations $2.5B in annual NOI*(A) Strategic Capital $366M of fees and promotes(B) Development $911M in value creation from stabilizations(C) Gross AUM $118B(D) Prologis Share AUM $72B(D) Market Equity $58B(D)

Highlights * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. In the third quarter 2018, Prologis completed the acquisition of DCT Industrial Trust (DCT). Therefore, 2018 includes results related to DCT from August 22, 2018. We recognized promote revenue of $26 million and $181 million for the three and twelve months ended December 31, 2019, respectively, and $51 million and $119 million for the three and twelve months ended December 31, 2018, respectively. Company Performance 4Q 2019 Supplemental 3 Core FFO* AFFO* Estimated Value Creation - Stabilizations

* This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Core FFO* in millions AFFO* in millions Estimated Value Creation in millions Asset Management Fees and Net Promotes in millions Highlights Company Performance 4Q 2019 Supplemental 4

Highlights * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. The difference between Core FFO and Net Earnings predominately relates to real estate depreciation and gains or losses on real estate transactions. See the Notes and Definitions for more information. Net promote guidance is $0.15 per share. Includes the $4.0 billion acquisition of IPT which closed on January 8, 2020, and $12.6 billion acquisition of LPT, which is projected to close February 4, 2020. Guidance 4Q 2019 Supplemental 5

Financial Information In connection with the adoption of the new lease accounting standard, we recognized right of use assets of $393 million and lease liabilities of $400 million as of January 1, 2019. Consolidated Balance Sheets 4Q 2019 Supplemental 6

Financial Information In connection with the adoption of the new lease accounting standard, beginning in 2019, we expense internal leasing costs that were previously capitalized. Had we adopted in 2018, we would have expensed an additional $5 million and $21 million of such costs in the three and twelve months ended December 31, 2018. Consolidated Statements of Income 4Q 2019 Supplemental 7

Financial Information * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Reconciliations of Net Earnings to FFO* 4Q 2019 Supplemental 8

Financial Information * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Reconciliations of Net Earnings to Adjusted EBITDA* 4Q 2019 Supplemental 9

Strategic Capital In January 2020, Prologis U.S. Logistics Venture and Prologis Targeted U.S. Logistics Fund acquired the wholly-owned real estate assets of IPT. The portfolio was generally split evenly between the two co-investment ventures. Amounts presented here exclude the acquisition. Values represent the entire venture at 100%, not Prologis proportionate share. Values are presented at Prologis’ adjusted basis derived from the ventures’ U.S. GAAP information and may not be comparable to values reflected in the ventures’ stand alone financial statements calculated on a different basis. Throughout this document we use the most recent public information for these co-investment ventures. Summary and Financial Highlights 4Q 2019 Supplemental 10

Strategic Capital * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Values represent the entire venture at 100%, not Prologis proportionate share. Values are presented at Prologis’ adjusted basis derived from the ventures’ U.S. GAAP information and may not be comparable to values reflected in the ventures’ stand alone financial statements calculated on a different basis. Operating and Balance Sheet Information of the Unconsolidated Co-Investment Ventures (at 100%) (A) 4Q 2019 Supplemental 11

Strategic Capital * This is a non-GAAP financial measure, please see our Notes and Definitions for further explanation. See our Notes and Definitions for further explanation of how these amounts are calculated. This balance includes the deferred portion of gains on the contribution of our properties to the ventures prior to 2018, net of any additional costs, included in our investment in the venture. Non-GAAP Pro-Rata Financial Information (A) 4Q 2019 Supplemental 12

* This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Occupancy Customer Retention Same Store Change Over Prior Year – Prologis Share* Rent Change – Prologis Share Operations Overview 4Q 2019 Supplemental 13 Trailing four quarters – net effective

Operations Amount includes leases less than one year, exclusive of month-to-month leases and holdovers. Operating Metrics – Owned and Managed 4Q 2019 Supplemental 14

Operations * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Operating Metrics – Owned and Managed 4Q 2019 Supplemental 15 CAPITAL EXPENDITURES Thousands, except for percentages and per square foot SAME STORE INFORMATION Thousands, except for percentages PROPERTY IMPROVEMENTS PER SQUARE FOOT TURNOVER COSTS ON LEASES COMMENCED COMPOSITION OF PORTFOLIO (by Unit Size) Free rent as a % of lease value – trailing four quarters 3.7% 3.2% 2.7% 2.5% 2.4% Occupancy 94.3% 96.3% 98.1% 98.4% Trailing four quarter average Quarterly total As a % of lease value Per square foot ($)

Operations Operating Portfolio – Square Feet, Occupied and Leased 4Q 2019 Supplemental 16

Operations * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Operating Portfolio – NOI* and Gross Book Value 4Q 2019 Supplemental 17

Operations * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Operating Portfolio – Summary by Division 4Q 2019 Supplemental 18

Operations We have executed leases totaling 46 million square feet in our owned and managed portfolio (5.8% of total net effective rent) and 23 million square feet on a Prologis share basis (4.6% of total net effective rent).  These are excluded from 2020 expirations and are reflected at their respective expiration year. Customer Information 4Q 2019 Supplemental 19

Development Starts (TEI) in millions Development Stabilizations (TEI) in millions Building Acquisitions in millions Land Portfolio in millions Capital Deployment Overview – Prologis Share 4Q 2019 Supplemental 20 Outside the U.S. U.S. Est Value Creation $533 $571 $583 $661 $911 Est wtd avg stabilized yield 7.3% 6.8% 6.6% 6.5% 6.3% Est Value Creation $380 $365 $446 $482 $575 The estimated build out includes the land portfolio and the other land that we could develop through options, ground leases, unconsolidated joint ventures and other contractual arrangements. Est Build Out (A): Sq. Ft. 111 TEI $9,800 M&A Activity KTR - - DCT - Acquisition Price $3,100 - - $8,700 -

Capital Deployment Development Stabilizations 4Q 2019 Supplemental 21

Capital Deployment Development Starts 4Q 2019 Supplemental 22

Capital Deployment Development Portfolio 4Q 2019 Supplemental 23

Capital Deployment Third Party Acquisitions 4Q 2019 Supplemental 24

Capital Deployment During the first quarter, we contributed a portfolio of assets to PBLV for $496 million in cash and equity units. This transaction is not reflected in the table above. Dispositions and Contributions 4Q 2019 Supplemental 25

Capital Deployment Land Portfolio – Owned and Managed 4Q 2019 Supplemental 26

Capital Deployment Amounts include approximately 2,400 acres that we could develop through options, ground leases, unconsolidated joint ventures and other contractual arrangements. Land Portfolio – Summary and Roll Forward 4Q 2019 Supplemental 27

Capitalization * This is a non-GAAP financial measure. Please see our Notes and Definitions for detailed calculation. Mexico is included in the U.S. as it is U.S. dollar functional. The detail calculations are included in the Notes and Definitions section and are not in accordance with the applicable SEC rules. A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time by the rating organization. Overview 4Q 2019 Supplemental 28 ASSETS UNDER MANAGEMENT (dollars in millions) Total Enterprise Value Total AUM by Division Market Equity U.S. DOLLAR EXPOSURE (dollars in millions) Total Enterprise Value Debt U.S. Dollar (A) 17.4% U.S. Dollar (A) 81.0% Outside U.S. 19.0% Outside U.S. 82.6% DEBT BY CURRENCY- PROLOGIS SHARE UNENCUMBERED ASSETS – PROLOGIS SHARE (dollars in billions)

Capitalization The maturity for the revolver ($184 million) is reflected at the extended maturity date as the extension is at our option. We manage our exposure to changes in foreign currency exchange rates using foreign currency forward contracts, including those that are accounted for as net investment hedges, to economically reduce our exposure to fluctuations in foreign currency rates. The effect is reflected in the table under Investment Hedges. See also page 28 for our market equity exposure by currency. Debt Components- Consolidated 4Q 2019 Supplemental 29

Capitalization Refer to Notes and Definitions under Non-GAAP Pro-Rata Financial Information for further explanation on how these amounts are calculated. The maturity of certain unsecured debt (Prologis Share $593 million) is reflected at the extended maturity dates as the extensions are at the entity’s option. We manage our exposure to changes in foreign currency exchange rates using foreign currency forward contracts, including those that are accounted for as net investment hedges, to economically reduce our exposure to fluctuations in foreign currency rates. The effect is reflected in the table under Investment Hedges. See also page 28 for our market equity exposure by currency. Debt Components- Noncontrolling Interests and Unconsolidated (A) 4Q 2019 Supplemental 30

Net Asset Value * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Components – Prologis Share 4Q 2019 Supplemental 31

Net Asset Value For the quarter, promote revenue was $26 million, less promote cash expense of $4 million, promote amortization expense of $8 million and income tax expense related to the promote of $2 million. Components - continued 4Q 2019 Supplemental 32

Notes and Definitions Prologis Fokker Park, Oude Meer, the Netherlands

Notes and Definitions 4Q 2019 Supplemental 34

Notes and Definitions (continued) 4Q 2019 Supplemental 35

Notes and Definitions (continued) 4Q 2019 Supplemental 36

Notes and Definitions (continued) 4Q 2019 Supplemental 37

Notes and Definitions (continued) 4Q 2019 Supplemental 38

Notes and Definitions (continued) 4Q 2019 Supplemental 39

Notes and Definitions (continued) 4Q 2019 Supplemental 40

Notes and Definitions (continued) 4Q 2019 Supplemental 41

EX-99.2

FOR IMMEDIATE RELEASE

Prologis Reports Fourth Quarter and Full Year 2019 Earnings Results

SAN FRANCISCO January 22, 2020 – Prologis, Inc. (NYSE: PLD), the global leader in logistics real estate, reported results for the fourth quarter of 2019.

Net earnings per diluted share was $0.61 for the quarter and $2.46 for the year compared with $0.94 and $2.87 for the same periods in 2018.

Corefundsfromoperations (Core FFO)*perdilutedsharewas$0.84 forthequarter, including $0.02 of net promote income, comparedwith$0.80 forthesame period in 2018, which included $0.05 of net promote income. For the full year 2019, Core FFO was $3.31 compared with $3.03 for the same period in 2018. Further, Core FFO for full-year periods 2019 and 2018 included net promote income of $0.18 and $0.14, respectively.

“Our fourth quarter results represent the culmination of Vision 2019, our three-year strategic plan, and our cumulative earnings growth surpassed our expectations materially. We set several new high-water marks for performance and this success is a testament to the strength of our team and global portfolio," said Hamid R. Moghadam, chairman and CEO, Prologis. “We delivered double-digit rent change and record value creation from development, as well as record promotes from our co-investment ventures. Additionally in 2019, we raised $6.5 billion in our Strategic Capital business, our largest third-party capital raise ever.”

Moghadam continued, “The integration of the IPT acquisition is effectively complete and we are making great progress towards closing Liberty. We have built an enterprise that enables us to execute on major transactions while delivering sector-leading results.”

OPERATING PERFORMANCE

Owned & Managed	4Q19	4Q18	Notes
Period End Occupancy	96.5%	97.5%	Prioritizing rent over occupancy
Leases Commenced	38MSF	35MSF

Prologis Share	4Q19	4Q18	Notes
Net Effective Rent Change	29.5%	25.6%	U.S. 34.1%, Europe 20.1%
Cash Rent Change	15.0%	10.8%	U.S. 20.0%
Cash Same Store NOI* Change	4.6%	4.5%	U.S. 5.0%

DEPLOYMENT ACTIVITY

Prologis Share	4Q19	FY2019
Building Acquisitions	$175M	$759M
Weighted avg stabilized cap rate	4.9%	4.5%
Development Stabilizations	$627M	$2,469M
Estimated weighted avg yield	6.2%	6.3%
Estimated weighted avg margin	37.7%	36.9%
Estimated value creation	$236M	$911M
Development Starts	$1,714M	$2,854M
Estimated weighted avg margin	19.6%	20.1%
Estimated value creation	$336M	$575M

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% Build-to-suit	39.2%	42.9%
Total Dispositions and Contributions	$734M	$1,996M
Weighted avg stabilized cap rate (excluding land and other real estate)	4.4%	4.6%

BALANCE SHEET STRENGTH

During the year, Prologis and its co-investment ventures issued $10.5 billion of debt at a weighted average interest rate of 1.7% and a weighted average term of approximately 8 years. The company ended the fourth quarter with leverage of 18.3 percent on a market capitalization basis, debt-to-adjusted EBITDA* of 4.0x and $4.8 billion of liquidity.

“We had another strong year with annual growth in Core FFO of approximately 10%, excluding promotes,” said Thomas S. Olinger, chief financial officer, Prologis. “I feel even better about our outlook given the acceleration in operating metrics from our substantial embedded rent upside. Furthermore, our well-located land bank, significant balance sheet capacity and the initiatives we have put into place to create value beyond our real estate—customer experience, innovation and data analytics—underpin our core portfolio and bring an even greater degree of durability to our long-term growth profile.”

2020GUIDANCE¹                                                                                                                                                

Earnings (perdilutedshare)

Net Earnings	$1.98 to $2.13
Core FFO*	$3.67 to $3.75

Operations

Year-end occupancy	96.0% to 97.0%
Cash Same Store NOI* Growth - Prologis share	4.25% to 5.25%

Other Assumptions (in millions)

Strategic capital revenue, excl. promote revenue	$350 to $360
Net promote income, incl in Core FFO* range	$115
General & administrative expenses	$275 to $285
Realized development gains	$300 to $400

Capital Deployment (inmillions)                           Prologis Share                          Owned and Managed

Development stabilizations	$2,200 to $2,500	$2,600 to $2,900
Development starts	$2,000 to $2,400	$2,500 to $2,900
Building acquisitions	$500 to $700	$900 to $1,200
Building and land dispositions	$1,300 to $1,500	$2,100 to $2,400
Building contributions	$600 to $900	$900 to $1,200
Net Uses	$600 to $700	$400 to $500
Portfolio Acquisitions	$14,200	$16,600

* This is a non-GAAP financial measure. See the Notes and Definitions in our supplemental information for further explanation and a reconciliation to the most directly comparable GAAP measure.

^1. Includes the $4.0 billion acquisition of IPT which closed on January 8, 2020, and $12.6 billion acquisition of LPT, which is projected to close February 4, 2020.

The earnings guidance described above includes potential gains recognized from real estate transactions but excludes any foreign currency or derivative gains or losses as our guidance assumes constant foreign currency rates. In reconciling from net earnings to Core FFO*, Prologis makes certain adjustments, including but not limited

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to real estate depreciation and amortization expense, gains (losses) recognized from real estate transactions and early extinguishment of debt, impairment charges, deferred taxes and unrealized gains or losses on foreign currency or derivative activity. The difference between the company's Core FFO* and net earningsguidance for 2020 relatespredominantly to these items. Please refer to our fourth quarter Supplemental Information, which is available on our Investor Relations website at http://ir.prologis.comand on the SEC’s website at www.sec.gov for a definition of Core FFO* and other non-GAAP measures used by Prologis, along with reconciliations of these items to the closest GAAP measure for our results and guidance.

WEBCAST & CONFERENCE CALL INFORMATION

Prologis will host a live webcast and conference call to discuss quarterly results, current market conditions, recent transaction activity and its outlook. Here are the event details:

▪Wednesday, January 22, 2020, at 12 p.m. U.S. Easterntime.

▪Live webcast at http://ir.prologis.comby clicking Events andPresentations.

▪Dial in: +1 (877) 209-4258 (toll-free from the United States and Canada) or +1 (647) 689-5198 (from all other countries) and enter Passcode 3198613.

A telephonic replay will be available January 22-29 at +1 (800) 585-8367 (from the United States and Canada) or +1 (416) 621-4642 (from all other countries) using conference code 3198613. The webcast replay will be posted when available in the Investor Relations "Events & Presentations" section.

ABOUT PROLOGIS

Prologis, Inc. is the global leader in logistics real estate with a focus on high-barrier, high-growth markets. As of December 31, 2019, the company owned or had investments in, on a wholly owned basis or through co-investment ventures, properties and development projects expected to total approximately 814 million square feet (76 million square meters) in 19 countries. Prologis leases modern logistics facilities to a diverse base of approximately 5,000 customers principally across two major categories: business-to-business and retail/online fulfillment.

ADDITIONAL INFORMATION

In connection with the proposed transaction, Prologis has filed with the Securities and Exchange Commission (“SEC”) an amended registration statement on Form S-4 (File No. 333-235260), declared effective by the SEC on December 20, 2019, which includes a document that serves as a prospectus of Prologis and a proxy statement of Liberty Property Trust (“LPT”) (the “proxy statement/prospectus”), and each party will file other documents regarding the proposed transaction with the SEC. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. A definitive proxy statement/prospectus was sent to LPT’s shareholders. Investors and security holders are able to obtain the registration statement and the proxy statement/prospectus free of charge from the SEC’s website or from Prologis or LPT. The documents filed by Prologis with the SEC may be obtained free of charge at Prologis’ website at the Investor Relations section of www.ir.prologis.com or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from Prologis by requesting them from Investor Relations by mail at Pier 1, Bay 1, San Francisco, CA 94111 or by telephone at 415-394-9000. The documents filed by LPT with the SEC may be obtained free of charge at LPT’s website at the Investor Relations section of http://ir.libertyproperty.com/sec-filings or at the SEC’s website at www.sec.gov. These documents may also be obtained free of charge from LPT by requesting them from Investor Relations by mail at 650 East Swedesford Road, Suite 400, Wayne, PA 19087, or by telephone at 610-648-1704.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the U.S. Securities Act of 1933, as amended.

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PARTICIPANTS IN THE SOLICITATION

Prologis and LPT and their respective directors, trustees and executive officers and other members of management and employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Information about Prologis’ directors and executive officers is available in Prologis’ Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and in its proxy statement dated March 22, 2019, for its 2019 Annual Meeting of Shareholders. Information about LPT’s trustees and executive officers is available in LPT’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018, and in its proxy statement dated April 26, 2019, for its 2019 Annual Meeting of Shareholders. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, is contained in the proxy statement/prospectus and will be contained in other relevant materials to be filed with the SEC regarding the transaction when they become available. Investors should read the proxy statement/prospectus carefully before making any voting or investment decisions. You may obtain free copies of these documents from Prologis or LPT as indicated above.

FORWARD-LOOKING STATEMENTS

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

CONTACTS

Investors: Tracy Ward, Tel: +1 415 733 9565, tward@prologis.com, San Francisco

Media: Melissa Sachs, Tel: +1 415 733 9597, msachs@prologis.com, San Francisco

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Entity Address, Address Line One	Pier 1
Entity Address, Address Line Two	Bay 1
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94111
City Area Code	415
Local Phone Number	394-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Prologis LP | Notes 1.375 Percent Due 2021
Entity Information [Line Items]
Title of 12(b) Security	1.375% Notes due 2021
Trading Symbol	PLD/21
Security Exchange Name	NYSE
Prologis LP | Notes 3.000 Percent Due 2022
Entity Information [Line Items]
Title of 12(b) Security	3.000% Notes due 2022
Trading Symbol	PLD/22
Security Exchange Name	NYSE
Prologis LP | Notes 3.375 Percent Due 2024
Entity Information [Line Items]
Title of 12(b) Security	3.375% Notes due 2024
Trading Symbol	PLD/24
Security Exchange Name	NYSE
Prologis LP | Notes 3.000 Percent Due 2026
Entity Information [Line Items]
Title of 12(b) Security	3.000% Notes due 2026
Trading Symbol	PLD/26
Security Exchange Name	NYSE
Prologis LP | Notes 2.250 Percent Due 2029
Entity Information [Line Items]
Title of 12(b) Security	2.250% Notes due 2029
Trading Symbol	PLD/29
Security Exchange Name	NYSE