(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing for the past 90 days.

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website; if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter periods that the registrant was required to submit and post such files).

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Securities Exchange Act of 1934).

The number of shares of Prologis, Inc.’s common stock outstanding as of April 27, 2015, was approximately 524,047,000.

This report combines the quarterly reports on Form 10-Q for the period ended March 31, 2015, of Prologis, Inc. and Prologis, L.P. Unless stated otherwise or the context otherwise requires, references to “Prologis, Inc.” or the “Parent” mean Prologis, Inc. and its consolidated subsidiaries; and references to “Prologis, L.P.” or the “Operating Partnership” mean Prologis, L.P., and its consolidated subsidiaries. The terms “the Company,” “Prologis,” “we,” “our” or “us” means Prologis, Inc. and the Operating Partnership collectively.

Prologis, Inc. is a real estate investment trust (a “REIT”) and the general partner of the Operating Partnership. At March 31, 2015, Prologis, Inc. owned an approximate 99.62% common general partnership interest in the Operating Partnership and 100% of the preferred units in the Operating Partnership. The remaining approximate 0.38% common limited partnership interests are owned by non-affiliated investors and certain current and former directors and officers of Prologis, Inc. As the sole general partner of the Operating Partnership, Prologis, Inc. has full, exclusive and complete responsibility and discretion in the day-to-day management and control of the Operating Partnership.

We operate Prologis, Inc. and the Operating Partnership as one enterprise. The management of Prologis, Inc. consists of the same members as the management of the Operating Partnership. These members are officers of Prologis, Inc. and employees of the Operating Partnership or one of its subsidiaries. As general partner with control of the Operating Partnership, Prologis, Inc. consolidates the Operating Partnership for financial reporting purposes. Since the only significant asset of Prologis, Inc. is its investment in the Operating Partnership, the assets and liabilities of Prologis, Inc. and the Operating Partnership are the same on their respective financial statements.

We believe combining the quarterly reports on Form 10-Q of Prologis, Inc. and the Operating Partnership into this single report results in the following benefits:

We believe it is important to understand the few differences between Prologis, Inc. and the Operating Partnership in the context of how we operate the Company. Prologis, Inc. does not conduct business itself, other than acting as the sole general partner of the Operating Partnership and issuing public equity from time to time. Prologis, Inc. itself does not incur any indebtedness, but guarantees the unsecured debt of the Operating Partnership. The Operating Partnership holds substantially all the assets of the business, directly or indirectly, and holds the ownership interests in the Company’s investment in certain entities. The Operating Partnership conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from equity issuances by Prologis, Inc., which are contributed to the Operating Partnership in exchange for partnership units, the Operating Partnership generates capital required by the business through the Operating Partnership’s operations, incurrence of indebtedness and issuance of partnership units to third parties.

Noncontrolling interests, stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of Prologis, Inc. and those of the Operating Partnership. The noncontrolling interests in the Operating Partnership’s financial statements include the interests in consolidated entities not owned by the Operating Partnership. The noncontrolling interests in Prologis, Inc.’s financial statements include the same noncontrolling interests at the Operating Partnership level, as well as the common limited partnership interests in the Operating Partnership, not owned by Prologis, Inc., which are accounted for as partners’ capital by the Operating Partnership.

In order to highlight the differences between Prologis, Inc. and the Operating Partnership, there are separate sections in this report, as applicable, that separately discuss Prologis, Inc. and the Operating Partnership, including separate financial statements and separate Exhibit 31 and 32 certifications. In the sections that combine disclosure of Prologis, Inc. and the Operating Partnership, this report refers to actions or holdings as being actions or holdings of Prologis.

	March 31,
	2015			December 31,
	(Unaudited)			2014
ASSETS
Investments in real estate properties	$	21,800,499		$	22,190,145
Less accumulated depreciation		2,877,478			2,790,781
Net investments in real estate properties		18,923,021			19,399,364
Investments in and advances to unconsolidated entities		4,559,721			4,824,724
Assets held for sale		337,229			43,934
Note receivable backed by real estate		197,500			-
Net investments in real estate		24,017,471			24,268,022

Cash and cash equivalents		192,013			350,692
Other assets		1,251,337			1,199,509
Total assets	$	25,460,821		$	25,818,223

LIABILITIES AND EQUITY
Liabilities:
Debt	$	8,641,421		$	9,380,199
Accounts payable and accrued expenses		459,845			627,999
Other liabilities		566,748			626,426
Total liabilities		9,668,014			10,634,624

Equity:
Prologis, Inc. stockholders' equity:
Series Q preferred stock at stated liquidation preference of $50 per share; $0.01 par value; 1,565 shares issued and outstanding and 100,000 preferred shares authorized at March 31, 2015 and December 31, 2014		78,235			78,235
Common stock; $0.01 par value; 524,037 shares and 509,498 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively		5,240			5,095
Additional paid-in capital		19,052,562			18,467,009
Accumulated other comprehensive loss		(701,713	)		(600,337	)
Distributions in excess of net earnings		(3,819,351	)		(3,974,493	)
Total Prologis, Inc. stockholders' equity		14,614,973			13,975,509
Noncontrolling interests		1,177,834			1,208,090
Total equity		15,792,807			15,183,599
Total liabilities and equity	$	25,460,821		$	25,818,223

The accompanying notes are an integral part of these Consolidated Financial Statements.

	Three Months Ended
	March 31,
	2015			2014
Revenues:
Rental income	$	324,547		$	300,878
Rental recoveries		94,255			87,362
Strategic capital income		42,025			45,310
Development management and other income		2,020			1,132
Total revenues		462,847			434,682
Expenses:
Rental expenses		126,934			110,517
Strategic capital expenses		20,361			24,163
General and administrative expenses		56,288			63,203
Depreciation and amortization		169,808			160,280
Other expenses		5,575			5,053
Total expenses		378,966			363,216

Operating income		83,881			71,466

Other income (expense):
Earnings from unconsolidated entities, net		31,042			29,746
Interest expense		(68,761	)		(85,523	)
Interest and other income, net		11,049			14,050
Gains on dispositions of investments in real estate, net		277,715			17,055
Foreign currency and derivative gains (losses) and related amortization, net		34,566			(28,184	)
Gains (losses) on early extinguishment of debt, net		(16,289	)		273
Total other income (expense)		269,322			(52,583	)
Earnings before income taxes		353,203			18,883
Current income tax expense		839			5,848
Deferred income tax expense		1,052			1,032
Total income tax expense		1,891			6,880
Consolidated net earnings		351,312			12,003
Net earnings attributable to noncontrolling interests		(4,436	)		(5,202	)
Net earnings attributable to controlling interests		346,876			6,801
Less preferred stock dividends		1,670			2,135
Net earnings attributable to common stockholders	$	345,206		$	4,666
Weighted average common shares outstanding - Basic		514,022			498,696
Weighted average common shares outstanding - Diluted		529,022			504,373

Net earnings per share attributable to common stockholders - Basic	$	0.67		$	0.01

Net earnings per share attributable to common stockholders - Diluted	$	0.65		$	0.01

Dividends per common share	$	0.36		$	0.33

The accompanying notes are an integral part of these Consolidated Financial Statements.

	Three Months Ended
	March 31,
	2015			2014
Consolidated net earnings	$	351,312		$	12,003
Other comprehensive income (loss):
Foreign currency translation losses, net		(124,279	)		(4,723	)
Unrealized gains (losses) and amortization on derivative contracts, net		3,809			(1,261	)
Comprehensive income		230,842			6,019
Net earnings attributable to noncontrolling interests		(4,436	)		(5,202	)
Other comprehensive loss (income) attributable to noncontrolling interest		19,094			(2,935	)
Comprehensive income (loss) attributable to common stockholders	$	245,500		$	(2,118	)

			Common Stock						Accumulated			Distributions
			Number				Additional		Other			in Excess of			Non-
	Preferred		of		Par		Paid-in		Comprehensive			Net			controlling			Total
	Stock		Shares		Value		Capital		Income (Loss)			Earnings			interests			Equity
Balance at January 1, 2015	$	78,235		509,498	$	5,095	$	18,467,009	$	(600,337	)	$	(3,974,493	)	$	1,208,090		$	15,183,599
Consolidated net earnings		-		-		-		-		-			346,876			4,436			351,312
Effect of equity compensation plans		-		1,000		10		4,965		-			-			11,939			16,914
Issuance of stock in at-the-market program, net of issuance costs		-		1,662		16		71,762		-			-			-			71,778
Issuance of stock upon conversion of exchangeable debt		-		11,872		119		502,613		-			-			-			502,732
Capital contributions		-		-		-		-		-			-			229			229
Foreign currency translation losses, net		-		-		-		-		(105,170	)		-			(19,109	)		(124,279	)
Unrealized gains and amortization on derivative contracts, net		-		-		-		-		3,794			-			15			3,809
Distributions, allocations and other		-		5		-		6,213		-			(191,734	)		(27,766	)		(213,287	)
Balance at March 31, 2015	$	78,235		524,037	$	5,240	$	19,052,562	$	(701,713	)	$	(3,819,351	)	$	1,177,834		$	15,792,807

The accompanying notes are an integral part of these Consolidated Financial Statements.

	Three Months Ended
	March 31,
	2015			2014
Operating activities:
Consolidated net earnings	$	351,312		$	12,003
Adjustments to reconcile net earnings to net cash provided by operating activities:
Straight-lined rents		(10,685	)		(13,066	)
Equity-based compensation awards		13,234			15,238
Depreciation and amortization		169,808			160,280
Earnings from unconsolidated entities, net		(31,042	)		(29,746	)
Distributions and net changes in operating receivables from unconsolidated entities		24,716			26,025
Amortization of debt and lease intangibles		(566	)		5,326
Gains on dispositions of investments in real estate, net		(277,715	)		(17,055	)
Losses (gains) on early extinguishment of debt, net		16,289			(273	)
Unrealized foreign currency and derivative losses (gains) and related amortization, net		(32,860	)		27,828
Deferred income tax expense		1,052			1,032
Increase in accounts receivable and other assets		(28,673	)		(54,819	)
Decrease in accounts payable and accrued expenses and other liabilities		(113,338	)		(60,530	)
Net cash provided by operating activities		81,532			72,243
Investing activities:
Real estate development activity		(335,959	)		(244,268	)
Real estate acquisitions		(68,844	)		(77,307	)
Tenant improvements and lease commissions on previously leased space		(30,800	)		(33,346	)
Non-development capital expenditures		(11,602	)		(7,576	)
Proceeds from dispositions and contributions of real estate properties		325,830			81,231
Investments in and advances to unconsolidated entities		(123,689	)		(328,321	)
Return of investment from unconsolidated entities		34,849			92,460
Proceeds from repayment of note receivable		9,866			-
Net cash used in investing activities		(200,349	)		(517,127	)
Financing activities:
Proceeds from issuance of common stock		82,068			7,465
Dividends paid on common and preferred stock		(190,585	)		(168,241	)
Noncontrolling interest contributions		-			452,327
Noncontrolling interest distributions		(22,028	)		(1,171	)
Debt and equity issuance costs paid		(2,892	)		(5,659	)
Net proceeds from (payments on) credit facilities		66,639			(607,496	)
Repurchase and payments of debt		(313,005	)		(710,400	)
Proceeds from issuance of debt		347,850			1,165,359
Net cash provided by (used in) financing activities		(31,953	)		132,184

Effect of foreign currency exchange rate changes on cash		(7,909	)		10,457
Net decrease in cash and cash equivalents		(158,679	)		(302,243	)
Cash and cash equivalents, beginning of period		350,692			491,129
Cash and cash equivalents, end of period	$	192,013		$	188,886

See Note 14 for information on non-cash investing and financing activities and other information.

The accompanying notes are an integral part of these Consolidated Financial Statements.

	March 31,
	2015		December 31,
	(Unaudited)		2014
ASSETS
Investments in real estate properties	$	21,800,499	$	22,190,145
Less accumulated depreciation		2,877,478		2,790,781
Net investments in real estate properties		18,923,021		19,399,364
Investments in and advances to unconsolidated entities		4,559,721		4,824,724
Assets held for sale		337,229		43,934
Note receivable backed by real estate		197,500		-
Net investments in real estate		24,017,471		24,268,022

Cash and cash equivalents		192,013		350,692
Other assets		1,251,337		1,199,509
Total assets	$	25,460,821	$	25,818,223

LIABILITIES AND CAPITAL
Liabilities:
Debt	$	8,641,421	$	9,380,199
Accounts payable and accrued expenses		459,845		627,999
Other liabilities		566,748		626,426
Total liabilities		9,668,014		10,634,624

Capital:
Partners' capital:
General partner - preferred		78,235		78,235
General partner - common		14,536,738		13,897,274
Limited partners		55,833		48,189
Total partners' capital		14,670,806		14,023,698
Noncontrolling interests		1,122,001		1,159,901
Total capital		15,792,807		15,183,599
Total liabilities and capital	$	25,460,821	$	25,818,223

The accompanying notes are an integral part of these Consolidated Financial Statements.

	Three Months Ended
	March 31,
	2015			2014
Revenues:
Rental income	$	324,547		$	300,878
Rental recoveries		94,255			87,362
Strategic capital income		42,025			45,310
Development management and other income		2,020			1,132
Total revenues		462,847			434,682
Expenses:
Rental expenses		126,934			110,517
Strategic capital expenses		20,361			24,163
General and administrative expenses		56,288			63,203
Depreciation and amortization		169,808			160,280
Other expenses		5,575			5,053
Total expenses		378,966			363,216

Operating income		83,881			71,466

Other income (expense):
Earnings from unconsolidated entities, net		31,042			29,746
Interest expense		(68,761	)		(85,523	)
Interest and other income, net		11,049			14,050
Gains on dispositions of investments in real estate, net		277,715			17,055
Foreign currency and derivative gains (losses) and related amortization, net		34,566			(28,184	)
Gains (losses) on early extinguishment of debt, net		(16,289	)		273
Total other income (expense)		269,322			(52,583	)
Earnings before income taxes		353,203			18,883
Current income tax expense		839			5,848
Deferred income tax expense		1,052			1,032
Total income tax expense		1,891			6,880
Consolidated net earnings		351,312			12,003
Net earnings attributable to noncontrolling interests		(3,154	)		(5,185	)
Net earnings attributable to controlling interests		348,158			6,818
Less preferred unit distributions		1,670			2,135
Net earnings attributable to common unitholders	$	346,488		$	4,683
Weighted average common shares outstanding - Basic		515,931			500,463
Weighted average common shares outstanding - Diluted		529,022			504,373

Net earnings per share attributable to common unitholders - Basic	$	0.67		$	0.01

Net earnings per share attributable to common unitholders - Diluted	$	0.65		$	0.01

Dividends per common unit	$	0.36		$	0.33

The accompanying notes are an integral part of these Consolidated Financial Statements.

	Three Months Ended
	March 31,
	2015			2014
Consolidated net earnings	$	351,312		$	12,003
Other comprehensive income (loss):
Foreign currency translation losses, net		(124,279	)		(4,723	)
Unrealized gains (losses) and amortization on derivative contracts, net		3,809			(1,261	)
Comprehensive income		230,842			6,019
Net earnings attributable to noncontrolling interests		(3,154	)		(5,185	)
Other comprehensive loss (income) attributable to noncontrolling interest		18,705			(2,966	)
Comprehensive income (loss) attributable to common stockholders	$	246,393		$	(2,132	)

Maryland (Prologis, Inc.) Delaware (Prologis, L.P.)		94-3281941 (Prologis, Inc.) 94-3285362 (Prologis, L.P.)
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

Pier 1, Bay 1, San Francisco, California		94111
(Address or principal executive offices)		(Zip Code)

Prologis, Inc.:
Large accelerated filer T	Accelerated filer £	Non-accelerated filer £	Smaller reporting company £
	(Do not check if a smaller reporting company)

Prologis, L.P.:
Large accelerated filer £	Accelerated filer £	Non-accelerated filer T	Smaller reporting company £
	(Do not check if a smaller reporting company)

			Page Number
PART I.	Financial Information
	Item 1.	Financial Statements
	Prologis, Inc.:
		Consolidated Balance Sheets – March 31, 2015 and December 31, 2014		1
		Consolidated Statements of Operations – Three Months Ended March 31, 2015 and 2014		2
		Consolidated Statements of Comprehensive Income (Loss) – Three Months Ended March 31, 2015 and 2014		3
		Consolidated Statement of Equity – Three Months Ended March 31, 2015		3
		Consolidated Statements of Cash Flows – Three Months Ended March 31, 2015 and 2014		4
	Prologis, L.P.:
		Consolidated Balance Sheets – March 31, 2015 and December 31, 2014		5
		Consolidated Statements of Operations – Three Months Ended March 31, 2015 and 2014		6
		Consolidated Statements of Comprehensive Income (Loss) – Three Months Ended March 31, 2015 and 2014		7
		Consolidated Statement of Capital – Three Months Ended March 31, 2015		7
		Consolidated Statements of Cash Flows – Three Months Ended March 31, 2015 and 2014		8
	Prologis, Inc. and Prologis, L.P.:
		Notes to Consolidated Financial Statements		9
		Reports of Independent Registered Public Accounting Firm		24
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		26
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk		37
	Item 4.	Controls and Procedures		38
PART II.	Other Information
	Item 1.	Legal Proceedings		38
	Item 1A.	Risk Factors		38
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		38
	Item 3.	Defaults Upon Senior Securities		38
	Item 4.	Mine Safety Disclosures		38
	Item 5.	Other Information		38
	Item 6.	Exhibits		38