SC 13G

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(b) AND

 AMENDMENTS FILED THERETO FILED PURSUANT TO RULE 13D-2(b)

Under the Securities Exchange Act of 1934

(Amendment No. _)*

ProLogis

(Name of Issuer)

Common Stock

(Title of Classes of Securities)

743410102

(CUSIP Numbers)

December 31, 2010

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

: X       Rule 13d-1(b)

:           Rule 13d-1(c)

:           Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.:743410102

1		NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) Invesco Ltd. IRS # 980557567
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)
3		SEC USE ONLY
4		CITIZENSHIP OR PLACE OF ORGANIZATION Invesco Ltd. – Bermuda
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			5	SOLE VOTING POWER Invesco Advisers, Inc. – 19,695,216 Invesco Powershares Capital Management – 76,176 Van Kampen Asset Management – 73,966 Invesco Asset Management (Japan) Limited – 59,343 Invesco Powershares Capital Management Ireland Ltd. – 4,042 Invesco National Trust Company – 39
			6	SHARED VOTING POWER Invesco Advisers, Inc. –219,821
			7	SOLE DISPOSITIVE POWER Invesco Advisers, Inc. – 33,287,496 Invesco Powershares Capital Management – 76,176 Van Kampen Asset Management – 73,966 Invesco Asset Management (Japan) Limited – 59,343 Stein Roe Investment Counsel, Inc. – 10,410 Invesco Powershares Capital Management Ireland Ltd. – 4,042 Invesco National Trust Company – 238
			8	SHARED DISPOSITIVE POWER Invesco Advisers, Inc. – 127,500
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 33,639,171
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* N/A
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.9%
12	TYPE OF REPORTING PERSON* See Item 3 of this statement

Item 1(a). Name of Issuer:

ProLogis

(b). Address of Issuer’s Principal Executive Offices:

4545 Airport Way; Denver, CO 80239; United States

Item 2(a). Name of Person Filing:

Invesco Ltd.

(b). Address of Principal Business Office or, if none, residence of filing person:

1555 Peachtree Street NE; Atlanta, GA 30309; United States

(c). Citizenship of filing person:

Bermuda

(d). Title of Classes of Securities:

Common Stock .01 par value per share

(e). CUSIP Numbers:

743410102

Item 3. If this Statement is Filed Pursuant to ss240.13d-1(b) or 240.13d-2(b) or (c), Check Whether the Person Filing is a:

(e) [x] An investment adviser in accordance with section 240.13d-1(b)(1)(ii)(E)

(g) [x] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G)

Item 4. Ownership:

Please see responses to Items 5-8 on the cover of this statement, which are incorporated herein by reference.

Item 5. Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

N/A

Item 7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent Holding Company:

The following subsidiaries of Invesco Ltd. are investment advisers which hold shares of the security being reported:

Invesco Advisers, Inc.

Invesco Powershares Capital Management

Van Kampen Asset Management

Invesco Asset Management (Japan) Limited

Stein Roe Investment Counsel, Inc.

Invesco Powershares Capital Management Ireland Ltd.

Invesco National Trust Company

Item 8. Identification and Classification of Members of the Group:

N/A

Item 9. Notice of Dissolution of a Group:

N/A

Item 10. Certification:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Signature:

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

02/07/2011

Date

Invesco Ltd.

By:           /s/ Lisa Brinkley

Lisa Brinkley

Global Assurance Officer

EX-99

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) (l) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing of the attached Schedule 13G, and any and all amendments thereto, and expressly authorize Invesco Ltd., as the ultimate parent company of each of its undersigned subsidiaries, to file such Schedule 13G, and any and all amendments thereto, on behalf of each of them.

Dated:  12/31/10

Invesco Ltd.

By: /s/ Lisa Brinkley

Name: Lisa Brinkley

Title: Global Assurance Officer

Invesco Advisers, Inc.

By: /s/ Jeffrey Kupor

Name: Jeffrey Kupor

Title: Senior Vice President

Invesco Trimark Ltd.

By: /s/ Wayne Bolton

Name: Wayne Bolton

Title: Vice President, Compliance & Chief Compliance Officer

Invesco National Trust Company

By: /s/ Kevin Lyman

Name: Kevin Lyman

Title: Assistant General Counsel

Invesco Hong Kong Limited

By: /s/ Asha Balachandra

Name: Asha Balachandra

Title: Reg. Head of Legal AP

Invesco Asset Management Deutschland GmbH

By: /s/ Stephanie Ehrenfried

Name: Stephanie Ehrenfried

Title: Head of Legal CE

Invesco Asset Management Limited

By: /s/ Nick Styman

Name: Nick Styman

Title: Director of European Compliance

Invesco Asset Management S.A.

By: /s/ Nicolas Bouet

Name: Nicolas Bouet

Title: Deputy Managing Director

Invesco Asset Management S.A.

By: /s/ Bernard Aybran

Name: Bernard Aybran

Title: Deputy Managing Director

Invesco Asset Management Oesterreich GmbH

By: /s/ Thomas Kraus

Name: Thomas Kraus

Title: Head of Sales

Invesco GT Management Company S.A.

By: /s/ Nick Styman

Name: Nick Styman

Title: Director of European Compliance

Invesco Management S.A.

By: /s/ John Rowland

Name: John Rowland

Title: Director

Invesco Taiwan Limited

By: /s/ Asha Balachandra

Name: Asha Balachandra

Title: Reg. Head of Legal, AP

Invesco Asset Management (Japan) Limited

By: /s/ Asha Balachandra

Name: Asha Balachandra

Title: Reg. Head of Legal, AP

Invesco Asset Management Ireland Limited

By: /s/ John Rowland

Name: John Rowland

Title: Director

Invesco Kapitalanlagegesellschaft GmbH

By: /s/ Stephanie Ehrenfried

Name: Stephanie Ehrenfried

Title: Head of Legal CE

Invesco PowerShares Capital Management LLC

By: /s/ Deanna Marotz

Name: Deanna Marotz

Title: Chief Compliance Officer

Stein Roe Investment Counsel, Inc.

By: /s/ Greg Campbell

Name: Greg Campbell

Title: General Counsel

Van Kampen Asset Management

By: /s/ Christopher C. Joe

Name: Christopher C. Joe

Title: Chief Compliance Officer