Item 9.01. Financial Statements and
Exhibits.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed
combined balance sheet as of June 30, 2022 and the unaudited pro forma condensed combined statements of income for the
six months ended June 30, 2022 and the year ended December 31, 2021 of Prologis and Prologis OP are hereby filed as Exhibit 99.1 to this
Current Report on Form 8-K and incorporated herein by reference. Such unaudited pro forma condensed combined financial
statements are not necessarily indicative of the financial position that actually would have existed or the operating results that actually
would have been achieved if the adjustments set forth therein had been in effect as of the dates and for the periods indicated or that
may be achieved in future periods and should be read in conjunction with the historical financial statements of Prologis, Prologis OP,
Duke Realty and Duke Realty OP.
(d) Exhibits.
FORWARD-LOOKING STATEMENTS
The statements in this communication 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 Prologis and Duke Realty operate as well as beliefs and assumptions of Prologis and Duke Realty. Such
statements involve uncertainties that could significantly impact Prologis’ or Duke Realty’s 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
Prologis or Duke Realty expects or anticipates will occur in the future — including statements relating to any possible transaction
between Prologis and Duke Realty, rent and occupancy growth, acquisition and development activity, contribution and disposition activity,
general conditions in the geographic areas where Prologis or Duke Realty operate, Prologis’ and Duke Realty’s respective debt,
capital structure and financial position, Prologis’ and Duke Realty’s respective ability to earn revenues from co-investment
ventures, 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 Prologis and Duke Realty believe the expectations reflected in any forward-looking statements are based
on reasonable assumptions, neither Prologis nor Duke Realty can give assurance that its 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) Prologis’ and Duke Realty’s ability to complete
the proposed transaction on the proposed terms or on the anticipated timeline, or at all, including risks and uncertainties related to
securing the necessary shareholder approvals and satisfaction of other closing conditions to consummate the proposed transaction; (ii)
the occurrence of any event, change or other circumstance that could give rise to the termination of the merger agreement relating to
the proposed transaction; (iii) risks related to diverting the attention of Prologis and Duke Realty management from ongoing business
operations; (iv) failure to realize the expected benefits of the proposed transaction; (v) significant transaction costs and/or unknown
or inestimable liabilities; (vi) the risk of shareholder litigation in connection with the proposed transaction, including resulting expense
or delay; (vii) the risk that Duke Realty’s business will not be integrated successfully or that such integration may be more difficult,
time-consuming or costly than expected; (viii) risks related to future opportunities and plans for the combined company, including the
uncertainty of expected future financial performance and results of the combined company following completion of the proposed transaction;
(ix) the effect of the announcement of the proposed transaction on the ability of Prologis and Duke Realty to operate their respective
businesses and retain and hire key personnel and to maintain favorable business relationships; (x) risks related to the market value of
the Prologis common stock to be issued in the proposed transaction; (xi) other risks related to the completion of the proposed transaction
and actions related thereto; (xii) national, international, regional and local economic and political climates and conditions; (xiii)
changes in global financial markets, interest rates and foreign currency exchange rates; (xiv) increased or unanticipated competition
for Prologis’ or Duke Realty’s properties; (xv) risks associated with acquisitions, dispositions and development of properties,
including increased development costs due to additional regulatory requirements related to climate change; (xvi) maintenance of Real Estate
Investment Trust status, tax structuring and changes in income tax laws and rates; (xvii) availability of financing and capital, the levels
of debt that Prologis and Duke Realty maintain and their credit ratings; (xviii) risks related to Prologis’ and Duke Realty’s
investments in co-investment ventures, including Prologis’ and Duke Realty’s ability to establish new co-investment ventures;
(xix) risks of doing business internationally, including currency risks; (xx) environmental uncertainties, including risks of natural
disasters; (xxi) risks related to the coronavirus pandemic; and (xxii) those additional factors discussed under Part I, Item 1A. Risk
Factors in Prologis’ and Duke Realty’s respective Annual Reports on Form 10-K for the year ended December 31, 2021. Neither
Prologis nor Duke Realty undertakes any duty to update any forward-looking statements appearing in this communication except as may be
required by law.
Additional Information
In connection with the proposed transaction, on July 18, 2022, Prologis
filed with the Securities and Exchange Commission (“SEC”) a registration statement on Form S-4 (as amended, the “Form
S-4”), which includes a document that serves as a prospectus of Prologis and a joint proxy statement of Prologis and Duke Realty
(the “joint proxy statement/prospectus”), and each party will file other documents regarding the proposed transaction with
the SEC. The Registration Statement became effective on August 2, 2022. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE FORM S-4
AND THE JOINT PROXY STATEMENT/PROSPECTUS AND OTHER RELEVANT DOCUMENTS FILED OR TO BE FILED WITH THE SEC, WHEN THEY BECOME AVAILABLE, BECAUSE
THEY WILL CONTAIN IMPORTANT INFORMATION. Prologis and Duke Realty commenced mailing the definitive joint proxy statement/prospectus to
stockholders on or about August 5, 2022. Investors and security holders are able to obtain the Form S-4 and the joint proxy statement/prospectus
free of charge from the SEC’s website or from Prologis or Duke Realty. The documents filed by Prologis with the SEC may be obtained
free of charge at Prologis’ website at the SEC Filings section of www.ir.prologis.com or at the SEC’s website at www.sec.gov.
These documents may also be obtained free of charge from Prologis by requesting them from Investor Relations by mail at Pier 1, Bay 1,
San Francisco, CA 94111. The documents filed by Duke Realty with the SEC may be obtained free of charge at Duke Realty’s website
at the SEC Filings section of http://investor.dukerealty.com or at the SEC’s website at www.sec.gov. These documents may also be
obtained free of charge from Duke Realty by requesting them from Investor Relations by mail at 8711 River Crossing Blvd. Indianapolis,
IN 46240.
This communication shall not constitute an offer to sell or the solicitation
of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities
shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Participants in the Solicitation
Prologis and Duke Realty and their respective directors, executive
officers and other members of management may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.
Information about Prologis’ directors and executive officers is available in Prologis’ Annual Report on Form 10-K for the
fiscal year ended December 31, 2021, its proxy statement dated March 25, 2022, for its 2022 Annual Meeting of Shareholders and its Current
Report on Form 8-K/A filed with the SEC on April 5, 2022. Information about Duke Realty’s directors and executive officers is available
in Duke Realty’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, its proxy statement dated March 2, 2022,
for its 2022 Annual Meeting of Shareholders and its Current Report on Form 8-K filed with the SEC on April 27, 2022. Other information
regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, is contained in the joint proxy statement/prospectus and other relevant materials filed or to be filed with the SEC regarding
the proposed transaction when they become available. Investors should read the joint proxy statement/prospectus carefully before making
any voting or investment decisions. You may obtain free copies of these documents from Prologis or Duke Realty as indicated above.