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): April 18, 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))

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 April 18, 2017, Prologis, Inc., the general partner of Prologis, L.P., issued a press release announcing first quarter 2017 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 are 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 April 18, 2017.

99.2 Press release, dated April 18, 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.
April 18, 2017	By:	/s/ Thomas S. Olinger
		Name:Thomas S. Olinger
		Title:Chief Financial Officer

	PROLOGIS, L.P.,
April 18, 2017	By:  Prologis, Inc., its general partner
	By:	/s/ Thomas S. Olinger
		Name:Thomas S. Olinger
		Title:Chief Financial Officer

2

Exhibit Index

Exhibit No. Description

99.1 Supplemental information, dated April 18, 2017.

99.2 Press release, dated April 18, 2017.

3

EX-99.1

Prologis Supplemental Information First Quarter 2017 Unaudited

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 - Noncontrolling Interests and Unconsolidated Net Asset Value 31Components Notes and Definitions 33Notes and Definitions (A) Cover: Prologis Port Reading, Woodbridge, NJ (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 March 31, 2017, 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 678 million square feet (63 million square meters) in 19 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 60 MSF 3% of NOI*(A) U.S. 379 MSF 73% of NOI*(A) Other Americas 56 MSF 7% of NOI*(A) Europe 183 MSF 17% of NOI*(A) 5,200 Customers 678M Square Feet 3,322 Buildings 1

* This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. 1Q 2017 Prologis share of NOI of the operating portfolio annualized. 1Q 2017 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 $233M of fees and promotes(B) Strategic Capital Prologis Share AUM $41B(D) Net Equity $28B(D) Gross AUM $67B(D) 2 $386M in value from starts annually(C) Development Company Profile 79%

* 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 and gains or losses on real estate transactions. See the Notes and Definitions for more information. Net promote guidance is $0.12 to $0.14 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 March 2017, we acquired our partner’s interest in the consolidated co-investment venture Prologis North American Industrial Fund for $710 million. In March 2017, we acquired our partner’s interest in the consolidated co-investment venture Prologis Brazil Logistics Partners Fund I, which owned an investment in several unconsolidated joint ventures, for $80 million. In January 2017, we sold our investment in Europe Logistics Venture 1 (“ELV”) to our fund partner for $84 million and ELV contributed its properties to Prologis Targeted Europe Logistics Fund in exchange for equity interests. We formed this venture in February 2017. 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 statement amounts. 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 98.1% 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 $ 277 $ 347 $ 380 $ 365 $ 60 Outside the U.S. U.S. 20 (in millions) Est wtd avg stabilized yield 7.8% 7.5% 7.3% 6.8% 6.8% Est Value Creation $372 $236 $533 $571 $89

Development Stabilizations Capital Deployment 21 (A) Included in owned and managed TEI is $39 million related to a building owned by a development joint venture with one other investor. As this venture is not considered a co-investment venture, it will not be included in our operating portfolio.

Development Starts Capital Deployment 22

Development Portfolio Capital Deployment 23

Third Party Building Acquisitions (A) Capital Deployment 24 (A) During the quarter, we bought out our remaining partner in North American Industrial Fund (NAIF) for $710 million, which increased our ownership to 100%. In addition, we bought out our partner from Brazil Fund, the entity that has equity method investments in several joint ventures in Brazil, increasing our ownership in that entity to 100%. Both NAIF and Brazil fund were consolidated entities, so these transactions only impacted our reported noncontrolling interests and are not included in the table.

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 detailed calculation. This includes the currencies in Europe in which we operate, predominately Euro and GBP. Mexico is included in the U.S. as it is U.S. dollar functional. 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

The maturity of certain term loan debt ($377 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 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 $253 million) is reflected at the extended maturity date as the extension is 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 net equity exposure by currency. Debt Components- Noncontrolling Interests and Unconsolidated (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 First Quarter 2017 Earnings Results

SAN FRANCISCO (April 18, 2017) – Prologis, Inc. (NYSE: PLD), the global leader in logistics real estate, today reported results for the first quarter of 2017.

Net earnings per diluted share was $0.38 compared with $0.39 for the same period in 2016. Core funds from operations* per diluted share was $0.63 compared with $0.61 for the same period in 2016.

"We started the year with excellent momentum as housing, construction and e-commerce drove demand for our facilities, leading to the ninth consecutive quarter of double-digit rent change on rollovers," said Hamid R. Moghadam, chairman and CEO, Prologis. "While the national vacancy rate ticked down slightly and fundamentals in our U.S. markets are solid, speculative construction activity increased in several markets in the quarter. Europe continues to emerge as a bright spot for us and market conditions are strengthening, even ahead of our expectations. Our strategy to own top-quality buildings close to the end consumer has never been more important.”

Moghadam added: “The combination of our significant embedded rental upside, the build-out of our land bank and continued recovery in Europe will further extend the growth cycle for us.”

PORTFOLIO LOCATION DRIVES OUTPERFORMANCE

Owned & Managed	1Q17	1Q16	Notes
Period End Occupancy	96.6%	96.1%	Europe increased 180 bps year-over-year
Leases Signed	39MSF	46MSF	Tempered volume due to high occupancy

Prologis Share	1Q17	1Q16	Notes
Net Effective Rent Change	19.6%	20.1%	Led by the U.S. at a record 29.2%
Cash Rent Change	8.2%	8.6%
Net Effective Same Store NOI*	5.8%	7.4%	Led by the U.S. at 7.1%
Cash Same Store NOI*	7.1%	6.0%	Led by the U.S. at 8.0%

*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.

FOCUSED INVESTMENT STRATEGY DELIVERS PROFITABLE DEVELOPMENT ACTIVITY

Prologis Share	1Q17
Building Acquisitions	$48M
Weighted avg stabilized cap rate	5.6%
Development Stabilizations	$405M
Estimated weighted avg yield	6.8%
Estimated weighted avg margin	22.1%
Estimated value creation	$89M
Development Starts	$312M
Estimated weighted avg margin	19.2%
Estimated value creation	$60M
% Build-to-suit	77.0%
Total Dispositions and Contributions	$485M
Weighted avg stabilized cap rate (excluding land and other real estate)	5.6%

Capital deployment activity excludes the $710M net investment made during the quarter to buy out our partners in our North American Industrial Fund (NAIF) venture.

FINANCING ACTIVITY HIGHLIGHTS ADVANTAGED ACCESS TO GLOBAL CAPITAL

Prologis ended the quarter with liquidity of $3.8 billion. During the first quarter, the company and its co-investment ventures completed $900 million of financings, including recasting our ¥50 billion yen revolver at 40 basis points over yen LIBOR and a ¥12 billion term loan at a fixed rate of 95 basis points with a term of over 10 years.

GUIDANCE INCREASED FOR 2017

At the midpoint, guidance for net earnings per diluted share increased $0.13 and Core FFO* per diluted share increased $0.10.

“Operating results continued to exceed our expectations in the first quarter,” said Thomas S. Olinger, chief financial officer, Prologis. “The combination of healthy operating fundamentals, higher deployment from investments in our ventures and increased net promote income has led us to raise the midpoint of our full-year guidance ranges for earnings.”

2017 GUIDANCE

Earnings (per diluted share)PreviousRevised

Net Earnings	$1.55 to $1.70	$1.70 to $1.80
Core FFO*	$2.60 to $2.70	$2.72 to $2.78

OperationsPreviousRevised

Year-end occupancy	95.5% to 96.5%	96.0% to 97.0%
Net Effective Same Store NOI* – Prologis share	4.00% to 5.00%	4.50% to 5.25%

*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)PreviousRevised

Strategic capital revenue	$205 to $215	$210 to $220
Net promote income	$35 to $45	$65 to $75
General & administrative expenses	$210 to $220	$215 to $225
Realized development gains	$250 to $300	$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

Capital deployment activity excludes the $710M net investment made during the first quarter to buy out our partners in our NAIF venture.

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 as these items are difficult to predict. 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 first 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, April 18, 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 44110133.

A telephonic replay will be available April 18-25 at +1 (855) 859-2056 (from the United States and Canada) or +1 (404) 537-3406 (from all other countries) using conference code 44110133. 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 March 31, 2017, 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 678 million square feet (63 million

*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.

square meters) in 19 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.

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.