8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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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): July 19, 2021

Prologis, Inc.

Prologis, L.P.

(Exact name of registrant as specified in charter)

Maryland (Prologis, Inc.)<br>Delaware (Prologis, L.P.)<br>(State or other jurisdiction <br>of Incorporation)	001-13545 (Prologis, Inc.)<br>001-14245 (Prologis, L.P.)<br>(Commission File Number)	94-3281941 (Prologis, Inc.)<br>94-3285362 (Prologis, L.P.)<br>(I.R.S. Employer Identification<br>No.)
Pier 1, Bay 1, San Francisco, California	94111
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(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.	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.).
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On July 19, 2021, Prologis, Inc., the general partner of Prologis, L.P., issued a press release announcing second quarter 2021 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
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Exhibit No.	Description
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99.1	Supplemental information, dated July 19, 2021.
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99.2	Press release, dated July 19, 2021.
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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.
July 19, 2021	By:	/s/ Thomas S. Olinger
		Name:Thomas S. Olinger
		Title:Chief Financial Officer
	PROLOGIS, L.P.,
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July 19, 2021	By:  Prologis, Inc., its general partner
	By:	/s/ Thomas S. Olinger
		Name:Thomas S. Olinger
		Title:Chief Financial Officer

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Prologis Supplemental Information Second Quarter 2021 Unaudited Alameda Crossing (Covered Land Play), Los Angeles, California

2Q 2021 Supplemental Highlights 1 Company Profile 2 Company Performance 4 Prologis Leading Indicators and Proprietary Metrics 5 Guidance Financial Information 6 Consolidated Balance Sheets 7 Consolidated Statements of Income 8 Reconciliations of Net Earnings to FFO 9 Reconciliations of Net Earnings to Adjusted EBITDA Strategic Capital 10 Summary and Financial Highlights 11 Operating and Balance Sheet Information of the Unconsolidated Co-Investment Ventures 12 Non-GAAP Pro-Rata Financial Information Operations 13 Overview 14 Operating Metrics 16 Operating Portfolio 19 Customer Information

Capital Deployment 20 Overview 21 Development Stabilizations 22 Development Starts 23 Development Portfolio 24 Third Party Acquisitions 25 Dispositions and Contributions 26 Land Portfolio Capitalization 28 Overview 29 Debt Components - Consolidated 30 Debt Components - Noncontrolling Interests and Unconsolidated Net Asset Value 31 Components Notes and Definitions 33 Notes and Definitions

Copyright © 2021 Prologis

4,715 Buildings Overview * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. NOI calculation based on Prologis Share of the Operating Portfolio. 2Q 2021 Supplemental Prologis, Inc., is the global leader in logistics real estate with a focus on high-barrier, high-growth markets. As of June 30, 2021, 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 995 million square feet (92 million square meters) in 19 countries. Prologis leases modern logistics facilities to a diverse base of approximately 5,500 customers principally across two major categories: business-to-business and retail/online fulfillment. 995M Square Feet ~$18B Build Out of Land (TEI) U.S. 618M SF 80% of NOI*(A) Other Americas 68M SF 5% of NOI*(A) Europe 207M SF 12% of NOI*(A) Asia 102M SF 3% of NOI*(A)

Highlights * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. 2Q 2021 Prologis Share of NOI of the Operating Portfolio annualized. 2Q 2021 third-party share of asset management fees annualized plus trailing twelve month third-party share of transactional 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 1 2Q 2021 Supplemental

Highlights * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Company Performance 2Q 2021 Supplemental 2 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 2Q 2021 Supplemental 3

*Please see our Notes and Definitions for further explanation. Lease Proposals in millions of square feet U.s. IBI activity index Lease negotiation Gestation- rolling Avg quarterly trend in days U.S. space utilization Highlights Prologis Leading Indicators and Proprietary Metrics* 2Q 2021 Supplemental 4 Average 23

Highlights * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Our guidance for 2021 is based on management’s current beliefs and assumptions about our business, the industry and the markets in which we operate. Please refer to “Forward-Looking Statements” and “Risk Factors” referred to in our reports filed with the Securities and Exchange Commission for more information. 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 a reconciliation. We are further adjusting Core FFO to exclude $0.02 of net promote income. Guidance (A) 2Q 2021 Supplemental 5

Financial Information Consolidated Balance Sheets 2Q 2021 Supplemental 6

Financial Information Consolidated Statements of Income 2Q 2021 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* 2Q 2021 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* 2Q 2021 Supplemental 9

Strategic Capital * The next promote opportunity is related to the Stabilization of individual development project(s). 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 2Q 2021 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) 2Q 2021 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. Non-GAAP Pro-Rata Financial Information (A) 2Q 2021 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 2Q 2021 Supplemental 13 Trailing four quarters – net effective

Operations Amounts exclusive of leases of less than one year, unless otherwise noted. Operating Metrics – Owned and Managed 2Q 2021 Supplemental 14

Operations * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Operating Metrics – Owned and Managed 2Q 2021 Supplemental 15 CAPITAL EXPENDITURES Thousands, except for percentages 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 2.4% 2.7% 2.8% 3.0% 3.2% Occupancy 92.8% 96.7% 98.1% 100.0% Trailing four quarter average Quarterly total As a % of lease value Per square foot ($)

Operations Operating Portfolio(A) – Square Feet, Occupied and Leased 2Q 2021 Supplemental 16 Data in the Operating Portfolio excludes non-strategic industrial properties acquired from IPT and LPT due to our intent not to hold long-term. These properties are classified as Assets Held for Sale and Other Real Estate Investments. This data excludes 29 million square feet related to non-strategic industrial properties.

Operations This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. This data excludes $35 million of NOI related to non-strategic industrial properties. Operating Portfolio – NOI* and Gross Book Value 2Q 2021 Supplemental 17

Operations * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Operating Portfolio – Summary by Division 2Q 2021 Supplemental 18

Operations We have signed leases, that were due to expire, totaling 41 million square feet in our owned and managed portfolio (3.9% of total net effective rent) and 26 million square feet on a Prologis share basis (4.0% of total net effective rent).  These are excluded from 2021 expirations and are reflected at their respective expiration year. Customer Information 2Q 2021 Supplemental 19

Development Starts (TEI) in millions Development Stabilizations (TEI) dollars in millions Building Acquisitions and M&A Activity Land Portfolio in millions Capital Deployment Overview – Prologis Share 2Q 2021 Supplemental 20 Outside the U.S. U.S.

The estimated build out includes the land portfolio, Covered Land Plays and the other land that we could develop through options, ground leases, unconsolidated joint ventures and other contractual arrangements. in millions YTD Q2

Capital Deployment Development Stabilizations 2Q 2021 Supplemental 21

Capital Deployment TEI amount includes development starts on yards and parking lots that will be included in Other Real Estate Investments upon completion. Development Starts 2Q 2021 Supplemental 22

Capital Deployment Development Portfolio 2Q 2021 Supplemental 23

Capital Deployment Third Party Acquisitions 2Q 2021 Supplemental 24

Capital Deployment Dispositions and Contributions 2Q 2021 Supplemental 25

Capital Deployment Land Portfolio – Owned and Managed 2Q 2021 Supplemental 26

Capital Deployment Amounts include approximately 2,500 acres that we could develop through options, ground leases, unconsolidated joint ventures and other contractual arrangements. Land Portfolio – Summary and Roll Forward 2Q 2021 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 2Q 2021 Supplemental 28 ASSETS UNDER MANAGEMENT (dollars in millions) Enterprise Value AUM by Geography Market Equity U.S. DOLLAR EXPOSURE (dollars in millions) Enterprise Value Debt U.S. Dollar(A) 21.7% U.S. Dollar (A) 84.4% Outside U.S. 15.6% Outside U.S. 78.3% DEBT BY CURRENCY- PROLOGIS SHARE UNENCUMBERED ASSETS – PROLOGIS SHARE (in billions) AUM by Ownership

Capitalization

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 2Q 2021 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 $257 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) 2Q 2021 Supplemental 30

Net Asset Value * This is a non-GAAP financial measure. Please see our Notes and Definitions for further explanation. Components – Prologis Share 2Q 2021 Supplemental 31

Net Asset Value For the quarter, promote revenue was $11 million, less promote cash expense of $2 million, promote amortization expense of $5 million and income tax expense related to the promote of $4 million. Components - continued 2Q 2021 Supplemental 32

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

Notes and Definitions 2Q 2021 Supplemental 34

Notes and Definitions (continued) 2Q 2021 Supplemental 35

Notes and Definitions (continued) 2Q 2021 Supplemental 36

Notes and Definitions (continued) 2Q 2021 Supplemental 37

Notes and Definitions (continued) 2Q 2021 Supplemental 38

Notes and Definitions (continued) 2Q 2021 Supplemental 39

Notes and Definitions (continued) 2Q 2021 Supplemental 40

Notes and Definitions (continued) 2Q 2021 Supplemental 41

pld-ex992_7.htm

FOR IMMEDIATE RELEASE

Prologis Reports Second Quarter 2021 Earnings Results

SAN FRANCISCO (July [19], 2021) – Prologis, Inc. (NYSE: PLD), the global leader in logistics real estate, today reported results for the second quarter of 2021.

Net earnings per diluted share was $0.81 for the quarter compared with $0.54 for the second quarter of 2020. Core funds from operations (Core FFO)* per diluted share was $1.01 for the quarter compared with $1.11 for the same period in 2020. The second quarter of 2021 included no net promote income, while the same period in 2020 had $0.23 of net promote income.

“Our exceptional quarter reflects the quality of our global portfolio, deep customer relationships and strong execution by the team,” said Hamid R. Moghadam, chairman and CEO, Prologis. “Demand for logistics space is robust and diverse, and operating conditions remain the healthiest in our 38-year history. Vacancies in our markets are at all-time lows, contributing to record rent growth and valuation increases.”

OPERATING PERFORMANCE

Owned & Managed	2Q21	Notes
Average Occupancy	96.0%	Up 60bps from Q1 2021, 97.2% leased as of June 30, 2021
Leases Commenced	49.0MSF	44.9MSF operating portfolio and 4.1MSF development portfolio
Retention	70.8%	In-line with company strategy to deliver high rent change
Prologis Share	2Q21	Notes
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Net Effective Rent Change	31.5%
Cash Rent Change	15.5%
Cash Same Store NOI*	5.8%	US at 5.6%; Intl. at 6.6%

DEPLOYMENT ACTIVITY

Prologis Share	2Q21
Building Acquisitions	$128M
Weighted avg stabilized cap rate	4.0%
Development Stabilizations	$687M
Estimated weighted avg yield	6.0%
Estimated weighted avg margin	38.8%
Estimated value creation	$267M
% Build-to-suit	46.3%
Development Starts	$610M
Estimated weighted avg yield	5.6%
Estimated weighted avg margin	32.1%
Estimated value creation	$196M
% Build-to-suit	12.5%
Total Dispositions and Contributions	$1,121M
Weighted avg stabilized cap rate (excluding land and other real estate)	4.6%

BALANCE SHEET & LIQUIDITY

During the second quarter, Prologis and its co-investment ventures issued $3.8 billion of debt, including $766 million of senior notes issued at a weighted average interest rate of 1.08% percent and a weighted average term of approximately 14.5 years. This activity includes $658 million in green bond raises.

At June 30, 2021, debt as a percentage of total market capitalization was 17.4 percent, and the company’s weighted average interest rate on its share of total debt was 1.8 percent with a weighted average term of 10.7 years. The combined investment capacity of Prologis and its open-ended ventures, at levels in line with their current ratings, is approximately $14 billion.

2021 GUIDANCE

“We increased our guidance again across the board and now expect year-over-year Core FFO growth at the midpoint, excluding promotes, of 12.8 percent and free cash flow after dividends of approximately $1.3 billion,” said Thomas S. Olinger, chief financial officer, Prologis. “Our outlook is equally promising, supported by our in-place-to-market spread of nearly 17 percent; a land portfolio with a build-out potential of about $18 billion; and an industry-leading balance sheet.”

2021 GUIDANCE^1^

Earnings (per diluted share)                                                Previous                           Revised                       Change at M.P.

Net Earnings	$2.80 to $2.90	$3.08 to $3.14	9.1%
Core FFO*	$3.96 to $4.02	$4.04 to $4.08	1.8%
Core FFO, excluding net promote income*	$3.98 to $4.04	$4.02 to $4.06	0.7%

Operations

Average occupancy	96.25% to 96.75%	96.25% to 96.75%	-
Cash Same Store NOI* - PLD share	4.5% to 5.0%	5.25% to 5.75%	75bps

Strategic Capital (in millions)

Strategic capital revenue,<br><br><br>excl promote revenue	$450 to $460	$465 to $475	3.3%
Net promote income	($16)	$15	$31

G&A (in millions)

General & administrative expenses	$295 to $305	$295 to $305	-

Capital Deployment – Prologis Share (in millions)         Previous                           Revised                       Change at M.P.

Development stabilizations	$2,000 to $2,200	$2,200 to $2,400	9.5%
Development starts	$2,750 to $3,050	$3,050 to $3,350	10.3%
Building acquisitions	$600 to $800	$700 to $900	14.3%
Building contributions	$1,650 to $1,950	$1,850 to $2,150	11.1%
Building and land dispositions	$1,600 to $1,900	$2,050 to $2,350	25.7%
Net proceeds (Uses)	$0 to ($100)	$150 to $250	$250
Realized development gains	$700 to $800	$775 to $825	6.7%
1.	At the midpoint, this includes approximately 10 basis points of bad debt expense.
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*	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.
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The earnings guidance described above includes potential gains recognized from real estate transactions but excludes any future or potential 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 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 2021 relates predominantly to these items. Please refer to our second quarter Supplemental Information, which is available on our Investor Relations website at https://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.

July 19, 2021, CALL DETAILS The call will take place on Monday, July 19, 2021, at 9:00 a.m. PT/12:00 p.m. ET. To access a live broadcast of the call, please dial +1 (833) 968-2252 (toll-free from the United States and Canada) or +1 (778) 560-2807 (from all other countries) and enter conference code 2095953. A live webcast can be accessed from the Investor Relations section of www.prologis.com.

ABOUT PROLOGIS Prologis, Inc. is the global leader in logistics real estate with a focus on high-barrier, high-growth markets. As of June 30, 2021, 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 995 million square feet (92 million square meters) in 19 countries. Prologis leases modern logistics facilities to a diverse base of approximately 5,500 customers principally 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," 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; (x) risks related to the current coronavirus pandemic; and (xi) 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, +1 415 733 9565, tward@prologis.com, San Francisco

Media: Jennifer Nelson, +1 415 733 9409, jnelson2@prologis.com, San Francisco

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