8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ofthe

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 24, 2017

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):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 24, 2017, Prologis, Inc., the general partner of Prologis, L.P., issued a press release announcing fourth quarter 2016 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 is 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 24, 2017.

99.2 Press release, dated January 24, 2017.

1

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 24, 2017	By:	/s/ Thomas S. Olinger
		Name:Thomas S. Olinger
		Title:Chief Financial Officer

	PROLOGIS, L.P.,
	By:  Prologis, Inc., its general partner
January 24, 2017	By:	/s/ Thomas S. Olinger
		Name:Thomas S. Olinger
		Title:Chief Financial Officer

2

Exhibit Index

Exhibit No. Description

99.1 Supplemental information, dated January 24, 2017.

99.2 Press release, dated January 24, 2017.

3

EX-99.1

Prologis Supplemental Information Unaudited Fourth Quarter 2016

Table of Contents 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 10 Summary and Financial Highlights Operating and Balance Sheet Information of the Unconsolidated Co-Investment Ventures 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 Building Acquisitions 25Dispositions and Contributions 26Land Portfolio Capitalization 28Overview 29Debt Components - Consolidated 30Debt Components - Unconsolidated and Noncontrolling Interests Net Asset Value 31Components Notes and Definitions 33Notes and Definitions (A) Cover: Prologis Park Narashino 4, Narashino, Chiba, Japan (A) Terms used throughout document are defined in the Notes and Definitions

* This is a non-GAAP financial measure, please see our Notes and Definitions for further explanation. (A) NOI calculation based on Prologis share of the Operating Portfolio. Company Profile Highlights Prologis, Inc., is the global leader in logistics real estate with a focus on high-barrier, high-growth markets. As of December 31, 2016, 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 676 million square feet (63 million square meters) in 20 countries. Prologis leases modern logistics facilities to a diverse base of approximately 5,200 customers across two major categories: business-to-business and retail/online fulfillment. Asia 61 MSF 4% of NOI*(A) U.S. 377 MSF 72% of NOI*(A) Other Americas 55 MSF 7% of NOI*(A) Europe 183 MSF 17% of NOI*(A) 5,200 Customers 676M Square Feet 3,322 Buildings 1

* This is a non-GAAP financial measure, please see our Notes and Definitions for further explanation. 4Q 2016 Prologis share of NOI of the operating portfolio annualized. 4Q 2016 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 starts. Mexico is included in the U.S. as it is U.S. dollar functional. Highlights $1.8B in annual NOI*(A) Operations $219M of fees and promotes(B) Strategic Capital Prologis Share AUM $40B(D) Net Equity $29B(D) Gross AUM $66B(D) 2 $365M in value from starts annually(C) Development Company Profile 77%

* This is a non-GAAP financial measure, please see our Notes and Definitions for further explanation. Company Performance Highlights 3

* This is a non-GAAP financial measure, please see our Notes and Definitions for further explanation. Company Performance Highlights 4 (in millions)

* 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, gains or losses on real estate transactions, acquisition expenses and early extinguishment of debt. See the Notes and Definitions for more information. Net promote guidance is $0.06 to $0.08 per share. Earnings guidance includes potential future gains (losses) recognized from real estate transactions, but excludes future foreign currency or derivative gains or losses as these items are difficult to predict. Guidance Highlights 5

Consolidated Balance Sheets Financial Information 6

Consolidated Statements of Income Financial Information 7

* This is a non-GAAP financial measure, please see our Notes and Definitions for further explanation. Reconciliations of Net Earnings to FFO* Financial Information 8

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

In January 2017, Prologis announced the consolidation of Europe Logistic Venture 1 with Prologis Targeted Europe Logistics Fund. 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 Strategic Capital 10

Operating and Balance Sheet Information of the Unconsolidated Co-Investment Ventures (at 100%) (A) Strategic Capital 11 * 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.

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. Represents noncontrolling interests share of Prologis’ Consolidated Financial Statements. Represents Prologis’ share of unconsolidated co-investment ventures. This balance includes the deferred portion of gains on the contribution of our properties to the ventures, net of any additional costs, included in our investment in the venture. Non-GAAP Pro-rata Financial Information (A) Strategic Capital 12

* This is a non-GAAP financial measure, please see our Notes and Definitions for further explanation Overview – Owned and Managed Operations 13

Operating Metrics – Owned and Managed Operations 14

* This is a non-GAAP financial measure, please see our Notes and Definitions for further explanation. Operating Metrics – Owned and Managed Operations 15 98.7% Occupancy

Operating Portfolio – Square Feet, Occupied and Leased Operations 16

* This is a non-GAAP financial measure, please see our Notes and Definitions for further explanation. Operating Portfolio – NOI* and Gross Book Value Operations 17

* This is a non-GAAP financial measure, please see our Notes and Definitions for further explanation. Operating Portfolio – Summary by Division Operations 18

Customer Information – Owned and Managed Operations 19

Overview – Prologis Share Capital Deployment Est Value Creation $ 224 $ 277 $ 347 $ 380 $ 365 Outside the U.S. U.S. 20 (in millions) Wtd avg est stabilized yield 7.8% 7.8% 7.5% 7.3% 6.8% Est Value Creation $148 $372 $236 $533 $571

Development Stabilizations Capital Deployment 21

Development Starts Capital Deployment 22

Development Portfolio Capital Deployment 23

Third Party Building Acquisitions Capital Deployment 24

Dispositions and Contributions Capital Deployment 25

Land Portfolio – Owned and Managed Capital Deployment 26

Land Portfolio – Summary and Roll Forward Capital Deployment 27 (A) Amounts include approximately 1,600 acres that we currently control through options, ground leases, unconsolidated joint ventures and other contractual arrangements.

* This is a non-GAAP financial measure, please see our Notes and Definitions for further explanation. Mexico is included in the U.S. as it is U.S. dollar functional. This includes the currencies in Europe in which we operate, predominately Euro and GBP. These calculations are included in the Notes and Definitions section, and are not calculated 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 Capitalization Assets Under Management (dollars in millions) Total Enterprise Value Assets Under Management Total AUM by Division Market Equity 28 Yen 0.0%

The maturity of our credit facilities and certain term loan debt ($193.3 million) is reflected at the extended maturity date as the extension is at our option. We hedge the net assets of certain international subsidiaries 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 to essentially exchange U.S. dollar denominated debt as reflected in the table under Investment Hedges. See also page 28 for our net equity exposure by currency. Debt Components- Consolidated Capitalization 29

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 $264.0 million) is reflected at the extended maturity date as the extension is at the entity’s option. We hedge the net assets of certain international ventures 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 to essentially exchange U.S. dollar denominated debt as reflected in the table under Investment Hedges. See also page 28 for our net equity exposure by currency. Debt Components- Unconsolidated and Noncontrolling Interests (A) Capitalization 30

* This is a non-GAAP financial measure, please see our Notes and Definitions for further explanation. Components – Prologis Share Net Asset Value 31

Components - Continued Net Asset Value 32

Notes and Definitions Section 1

Notes and Definitions 34

(continued) Notes and Definitions 35

(continued) Notes and Definitions 36

(continued) Notes and Definitions 37

(continued) Notes and Definitions 38

(continued) Notes and Definitions 39

(continued) Notes and Definitions 40

EX-99.2

For Immediate Release

Prologis Reports Fourth Quarter and Full-Year 2016 Earnings Results

SAN FRANCISCO (January 24, 2017) – Prologis, Inc. (NYSE: PLD), the global leader in logistics real estate, today reported results for the fourth quarter and full year 2016.

Net earnings per diluted share was $0.82 for the quarter and $2.27 for the year compared with $0.23 and $1.64 for the same period in 2015. The year-over-year increase is due primarily to improved operating conditions and higher net promote income. Core funds from operations per diluted share* was $0.63 for the quarter and $2.57 for the year compared with $0.64 and $2.23 for the same period in 2015. The 15 percent annual year-over-year increase reflects improved operating conditions and higher net promote income.

“The fourth quarter represented the culmination of Vision 2016 and our results are a testament to the strength of our global portfolio, setting a new high-water mark for performance,” said Hamid R. Moghadam, chairman and CEO, Prologis. “The team delivered record occupancy with double-digit rent growth, above-average value creation and outsized promotes from our strategic capital ventures.”

Moghadam added, “I believe we are now at the cusp of yet another important market transition to a phase for which Prologis is ideally positioned.  We entered 2017 with significant embedded earnings potential from the combination of rolling in-place leases to market and building out our land bank in the world’s premier consumption markets.”

FOCUS ON QUALITY LOCATIONS DRIVES POWERFUL OPERATING PERFORMANCE

Owned & Managed	4Q16	4Q15	Notes
Period End Occupancy	97.1%	96.9%	Ended 2016 with record global occupancy
Leases Signed	39MSF	40MSF	More than 180MSF leased in 2016
Customer Retention	79.8%	85.9%

Prologis Share	4Q16	4Q15	Notes
Net Effective Rent Change	16.0%	12.4%	Led by the U.S. at 23.2%
Cash Rent Change	7.0%	2.9%
Net Effective Same Store NOI*	3.2%	6.6%	5.6% for full-year 2016, led by the U.S. at 6.9%
Cash Same Store NOI*	4.4%	4.5%

*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.

DEVELOPMENT BUSINESS CONTINUES TO ACHIEVE STRONG MARGINS

Prologis Share (Millions of $)	4Q16	2016
Building Acquisitions	$127	$247
Weighted avg stabilized cap rate	5.2%	5.7%
Development Stabilizations	$674	$2,155
Estimated weighted avg yield	6.5%	6.8%
Estimated weighted avg margin	23.9%	26.5%
Estimated value creation	$161	$571
Development Starts	$717	$1,809
Estimated weighted avg margin	23.3%	20.2%
Estimated value creation	$167	$365
% Build-to-suit	34.3%	41.7%
Total Dispositions (Buildings and Land) and Contributions	$934	$2,626
Weighted avg stabilized cap rate (excluding land and other real estate)	5.4%	5.8%

“We continue to allocate capital to profitable development projects on our strategic land bank,” said Michael Curless, chief investment officer, Prologis. “Record low vacancies in most of our markets combined with the need for faster delivery times are resulting in strong demand for development product from our customers, who require well-located logistics space to fulfill their needs.”

UPGRADE TO A-/A3 RATING UNDERSCORES FORTRESS BALANCE SHEET

During the fourth quarter, Moody’s and S&P upgraded Prologis’ credit rating to A3 and A-, respectively.

“These upgrades are an important achievement for our company,” said Thomas S. Olinger, chief financial officer, Prologis. “They are an acknowledgement of the strength of our balance sheet and our prudent financial management. The upgrades also reflect the quality of our global portfolio, our industry-leading operating performance and our growth potential.”

Olinger added, “We ended the year with the strongest balance sheet in the company’s history and we have liquidity of more than $4 billion.”

2017 GUIDANCE

Earnings (per diluted share)

Net Earnings	$1.55 to $1.70
Core FFO*	$2.60 to $2.70

Operations

Year-end occupancy	95.5% to 96.5%
Net Effective Same Store NOI – Prologis share*	4.0% to 5.0%

*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.

Other Assumptions (in millions)

Strategic capital revenues	$205 to $215
Net promote income	$35 to $45
General & administrative expenses	$210 to $220
Realized development gains	$250 to $300

Capital Deployment (in millions)Prologis Share           Owned and Managed    

Development stabilizations	$1,600 to $2,000	$1,900 to $2,300
Development starts	$1,600 to $1,900	$2,000 to $2,400
Building acquisitions	$100 to $300	$200 to $500
Building and land dispositions	$850 to $1,100	$1,300 to $1,700
Building contributions	$850 to $1,100	$1,000 to $1,300

The earnings guidance described above includes potential future gains (losses) recognized from real estate transactions but excludes any future foreign currency or derivative gains or losses. In reconciling from net earnings to Core FFO*, Prologis makes certain adjustments, including but not limited to real estate depreciation and amortization expense, gains (losses) recognized from real estate transactions and early extinguishment of debt, acquisition costs, 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 earnings guidance for 2017 relates predominantly to these items. Please refer to our fourth quarter Supplemental Information, which is available on our Investor Relations website at www.ir.prologis.com and 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 and future outlook. Here are the event details:

▪ Tuesday, January 24, 2017, at 12 p.m. U.S. Eastern Time.

▪ Live webcast at http://ir.prologis.com by clicking Investors>Investor Events and Presentations.

▪ Dial in: +1 877-447-8218 or +1 973-409-9692 and enter Passcode 33699077.

A telephonic replay will be available January 24-January 31 at +1 (855) 859-2056 (from the United States and Canada) or +1 (404) 537-3406 (from all other countries) using conference code 33699077. 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, 2016, 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 676 million square feet (63 million square meters) in 20 countries. Prologis leases modern distribution facilities to a diverse base of approximately 5,200 customers across two major categories: business-to-business and retail/online fulfillment.

*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.

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,” “estimates” and 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 and changes in sales or contribution volume of properties, 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 climates, (ii) changes in 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 income tax 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 and funds, (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.

CONTACTS

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

Media: Jason Golz, Tel: +1 415 733 9439, jgolz@prologis.com, San Francisco

*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.