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 17, 2018

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 17, 2018, Prologis, Inc., the general partner of Prologis, L.P., issued a press release announcing first quarter 2018 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 April 17, 2018.

99.2 Press release, dated April 17, 2018.

1

Exhibit Index

Exhibit No. Description

99.1 Supplemental information, dated April 17, 2018.

99.2 Press release, dated April 17, 2018.

2

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 17, 2018	By:	/s/ Thomas S. Olinger
		Name:Thomas S. Olinger
		Title:Chief Financial Officer

	PROLOGIS, L.P.,
April 17, 2018	By:  Prologis, Inc., its general partner
	By:	/s/ Thomas S. Olinger
		Name:Thomas S. Olinger
		Title:Chief Financial Officer

3

EX-99.1

Prologis Supplemental Information First Quarter 2018 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: Ichikawa 3, 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 March 31, 2018, 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 683 million square feet (63 million square meters) in 19 countries. Prologis leases modern logistics facilities to a diverse base of approximately 5,000 customers across two major categories: business-to-business and retail/online fulfillment. 1 683M Square Feet 3,260 Buildings 5,000 Customers U.S. 377M SF 70% of NOI*A Other Americas 58M SF 9% of NOI*A Europe 181M SF 17% of NOI*A Asia 67M SF 4% of NOI*A

* This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. 1Q 2018 Prologis share of NOI of the Operating Portfolio annualized. 1Q 2018 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. Highlights Company Profile $2.0B in annual NOI*(A) Operations Prologis Share AUM $46B(D) Net Equity $35B(D) Gross AUM $81B(D) 2 $624M in value creation from stabilizations annually(C) Development Strategic Capital $323M of fees and promotes(B)

* 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 $0.11 to $0.13 per share. Earnings guidance includes potential future gains 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

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. 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. As disclosed in our press release dated January 17, 2018, we established our definition of these operating metrics to align on consistent methodologies with members of the industrial REIT group. The changes to the operating metrics were retroactively applied for all prior periods presented. See updated definitions in the Notes and Definitions. Overview Operations 13

Operating Metrics – Owned and Managed Operations 14 As disclosed in our press release dated January 17, 2018, we established our definition of these operating metrics to align on consistent methodologies with members of the industrial REIT group. The changes to the operating metrics were retroactively applied for all prior periods presented. See updated definitions in the Notes and Definitions. Amount includes short-term leases, exclusive of month-to-month leases and holdovers.

This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. As disclosed in our press release dated January 17, 2018, we established our definition of these operating metrics to align on consistent methodologies with members of the industrial REIT group. The changes to the operating metrics were retroactively applied for all prior periods presented. See updated definitions in the Notes and Definitions. Operating Metrics – Owned and Managed Operations 15 98.4% Occupancy Free rent as a % of lease value – trailing four quarters 4.0% 4.1%

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 Operations 19

Overview – Prologis Share Capital Deployment Est Value Creation $ 347 $ 380 $ 365 $ 446 $ 74 Outside the U.S. U.S. 20 (dollars in millions) Est wtd avg stabilized yield 7.5% 7.3% 6.8% 6.6% 5.9% Est Value Creation $236 $533 $571 $583 $130

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

Amounts include approximately 1,900 acres that we currently control through options, ground leases, unconsolidated joint ventures and other contractual arrangements. Land Portfolio – Summary and Roll Forward Capital Deployment 27

* 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. 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 Net Equity 28 U.S. Dollar Exposure (dollars in millions) Total Enterprise Value Debt U.S. Dollar(A) 25.3% Outside U.S. 73.8% U.S. Dollar(A) 72.9% Outside U.S. 27.1% Outside U.S. 74.7%

The maturity for the global senior credit facility and revolver ($337 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 $328 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 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 For the quarter, promote revenue was $62.5 million, promote cash expense was $7.9 million and promote amortization expense was $4.6 million.

Notes and Definitions

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 2018 Earnings Results

SAN FRANCISCO (April 17, 2018) – Prologis, Inc. (NYSE: PLD), the global leader in logistics real estate, today reported results for the first quarter of 2018.

Net earnings per diluted share was $0.68 compared with $0.38 for the same period in 2017. Core funds from operations* per diluted share was $0.80 compared with $0.63 for the same period in 2017. The company’s first quarter 2018 results included net promote income of $0.09 per diluted share.

"Earlier this year, we established sector-leading 2018 guidance, and our quarterly results reflect the first step in delivering on that plan," said Hamid R. Moghadam, chairman and CEO, Prologis. "Market conditions remain extremely healthy and our strategy is set. Going forward, it’s all about execution.”

PORTFOLIO LOCATION CONTINUES TO DRIVE OUTPERFORMANCE

Owned & Managed	1Q18	1Q17	Notes
Period End Occupancy	96.8%	96.6%
Leases Commenced	33MSF	46MSF	Above-average lease roll led to higher volume in Q1 2017

Prologis Share	1Q18	1Q17	Notes
Net Effective Rent Change	21.9%	18.5%	Led by the U.S. at 32.2%
Cash Rent Change	9.2%	7.7%
Cash Same Store NOI*	7.9%	6.3%	Led by the U.S. at 9.1%

DEPLOYMENT ACTIVITY

Prologis Share	1Q18
Building Acquisitions	$3M
Weighted avg stabilized cap rate	6.1%
Development Stabilizations	$440M
Estimated weighted avg yield	5.9%
Estimated weighted avg margin	29.6%
Estimated value creation	$130M
Development Starts	$409M
Estimated weighted avg margin	18.0%
Estimated value creation	$74M
% Build-to-suit	63.4%
Total Dispositions and Contributions	$642M
Weighted avg stabilized cap rate (excluding land and other real estate)	5.2%

1

UNMATCHED ACCESS TO GLOBAL CAPITAL

The company ended the quarter with leverage of 24.1 percent on a market capitalization basis, debt-to-adjusted EBITDA* of 4.2x and more than $3.6 billion of liquidity.

“We continue to lower our weighted average cost of debt, which is now 2.8%,” said Thomas S. Olinger, chief financial officer, Prologis. “During the quarter, we issued a two-year €400 million note at an all-in effective rate of negative 10 basis points, demonstrating our ability to opportunistically source capital globally.”

GUIDANCE INCREASED FOR 2018

At the midpoint, guidance for net earnings per diluted share increased $0.38 and Core FFO* per diluted share increased $0.08.

“Our first quarter results exceeded our expectations,” added Olinger. “The combination of strong operations and higher net promote income has led us to raise the midpoint of our full-year guidance ranges for both earnings and same store NOI.”

2018 GUIDANCE (UPDATES TO PRIOR GUIDANCE ONLY)

Earnings (per diluted share)PreviousRevised

Net Earnings	$2.10 to $2.25	$2.50 to $2.60
Core FFO*	$2.85 to $2.95	$2.95 to $3.01

OperationsPreviousRevised

Year-end occupancy	96.0% to 97.0%	96.25% to 97.25%
Cash Same Store NOI* - Prologis share	5.0% to 6.0%	5.5%to 6.5%

Other Assumptions (in millions)PreviousRevised

Strategic capital revenue, excl promote revenue	$260 to $270	$270 to $280
Net promote income	$30 to $40	$60 to $72
Realized development gains	$300 to $400	$350 to $400

Prologis Share Capital Deployment (in millions)Previous      Revised    

Development starts	$2,000 to $2,300	$2,200 to $2,500
Building acquisitions	$300 to $500	$300 to $500
Building and land dispositions	$950 to $1,200	$1,400 to $1,700
Building contributions	$1,350 to $1,650	$1,350 to $1,650
Net Proceeds / (Uses)	($50) to $0	$250 to $350

The earnings guidance described above includes potential future gains 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, 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 2018 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.

2

WEBCAST & CONFERENCE CALL INFORMATIONPrologis 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 17, 2018, 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 (866)-393-4306 or +1 (734)-385-2616 and enter Passcode 5768955.

A telephonic replay will be available April 17-24 at +1 (855) 859-2056 (from the United States and Canada) or +1 (404) 537-3406 (from all other countries) using conference code 5768955. 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, 2018, 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 683 million square feet (63 million square meters) in 19 countries. Prologis leases modern distribution facilities to a diverse base of approximately 5,000 customers across two major categories: business-to-business and retail/online fulfillment.

FORWARD-LOOKING STATEMENTSThe 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.

*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.

CONTACTS

3

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

4