Item 8.01. Other Events.

As previously disclosed, on June 11, 2022, Prologis, Inc. ("Prologis") and Prologis, L.P. ("Prologis OP") entered into an Agreement and Plan of Merger (the "Merger Agreement") by and among Prologis, Prologis OP, Compton Merger Sub LLC, a Delaware limited liability company and a wholly owned subsidiary of Prologis ("Prologis Merger Sub"), Compton Merger Sub OP LLC, a Delaware limited liability company and a wholly owned subsidiary of Prologis OP ("Prologis OP Merger Sub" and, together with Prologis, Prologis OP and Prologis Merger Sub, the "Prologis Parties"), Duke Realty Corporation, an Indiana corporation ("DRE"), and Duke Realty Limited Partnership, an Indiana limited partnership ("DRE OP" and, together with DRE, the "DRE Parties").

The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, (a) DRE will merge with and into Prologis Merger Sub (the "DRE Merger"), with Prologis Merger Sub surviving the merger and remaining a wholly owned subsidiary of Prologis (the "Surviving Entity"), (b) thereafter, Prologis and the Surviving Entity will cause all of the outstanding equity interests of the Surviving Entity to be contributed to Prologis OP in exchange for the issuance by Prologis OP of partnership interests in Prologis OP to Prologis and/or its subsidiaries as directed by Prologis, and (c) thereafter, Prologis OP Merger Sub will be merged with and into DRE OP, with DRE OP surviving the merger and becoming a wholly owned subsidiary of Prologis OP (the "Partnership Merger" and, together with the DRE Merger, the "Mergers").

Letter Agreement

On September 16, 2022, the Prologis Parties and the DRE Parties entered into a letter agreement (the "Letter Agreement"), which modifies the treatment of certain Partnership Performance-Based LTIP Unit Awards (as defined in the Merger Agreement) (generally, (i) the above target payout portion for such awards granted in calendar year 2020 and (ii) any additional Partnership LTIP Units (as defined in the Merger Agreement) earned in respect of such awards based on dividends paid by DRE while such awards were outstanding) that are outstanding immediately prior to the effective time of the Partnership Merger (the "Partnership Merger Effective Time") to provide that such awards will, as of the Partnership Merger Effective Time, be canceled in exchange for the right of the holder to receive an amount in cash calculated in accordance with the Letter Agreement, less applicable taxes and withholdings.

The foregoing summary of the Letter Agreement does not purport to be a complete description and is qualified in its entirety by the full text of the Letter Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein by reference.

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Litigation-Related Supplemental Disclosures



Beginning on July 26, 2022, two purported holders of Prologis common stock filed
substantially similar complaints against Prologis and the members of the
Prologis board of directors in federal district court. One complaint was filed
in the United States District Court for the Northern District of California and
one complaint was filed in the United States District Court for the Southern
District of New York. The complaints are captioned as follows:
Bushansky
v.
Prologis, Inc. et al.
, No.
3:22-cv-04320
(N.D. Ca. filed July 26, 2022); and
 Curtis
v.
Prologis, Inc. et al.
, No.
1:22-cv-07833
(S.D.N.Y. filed September 13, 2022) (collectively, the "Prologis Federal
Actions"). The complaints in the Prologis Federal
Actions allege that Prologis and the Prologis board violated federal securities
laws by omitting or misstating material information in the Form
S-4
in connection with the Mergers, rendering the Form
S-4
materially deficient. Beginning on July 27, 2022, six purported holders of DRE
common stock filed substantially similar complaints against DRE and the members
of the DRE board of directors in the United States District Court for the
Southern District of New York. The complaints are captioned as follows:
Stein
v.
Duke Realty Corporation et al.
, No.
1:22-cv-06387
(filed July 27, 2022);
O'Dell
v.
Duke Realty Corporation et al.
, No.
1:22-cv-06425
(filed July 28, 2022);
Whitfield
v.
Duke Realty Corporation et al.
, No.
1:22-cv-0658
(filed August 2, 2022);
McCollum
v.
Duke Realty Corporation et al.
, No.
1:22-cv-06585
(filed August 3, 2022);
Moore
v.
Duke Realty Corporation et al.
, No.
1:22-cv-07837
(filed September 13, 2022); and
Riley
v.
Duke Realty Corporation et al.
, No.
1:22-cv-07883
(filed September 14, 2022) (collectively, the "DRE Actions" and together with
the Prologis Federal Actions, the "Federal Actions"). The complaints in the DRE
Actions allege that DRE and the DRE board violated federal securities laws by
omitting or misstating material information in the Form
S-4
in connection with the Mergers, rendering the Form
S-4
materially deficient. The plaintiffs in the Federal Actions seek, among other
things, (i) to enjoin the transaction until the alleged deficiencies in the Form
S-4
are corrected, and (ii) attorneys' and experts' fees and costs in connection
with the lawsuit.

In addition, on August 3, 2022, an action captioned
Garfield v. Moghadam et. al.
, No.
C22-01579,
was filed in the Superior Court of the State of California for the County of
Contra Costa against Prologis and the Prologis board of directors (the "Garfield
Action" and, together with the Federal Actions, the "Actions"). The complaint in
the Garfield Action asserts, among other things, claims for breach of fiduciary
duty under Maryland law as well as securities fraud under California law against
Prologis and the Prologis board of directors. The complaint alleges that
Prologis and the Prologis board of directors caused a materially incomplete and
misleading proxy statement to be filed with the Securities and Exchange
Commission (the "SEC") and made available to the Prologis stockholders.

The defendants believe that the Actions are without merit. The defendants deny that any further disclosure beyond that already contained in the joint proxy statement/prospectus that was filed by Prologis and DRE on August 2, 2022 and which has been disseminated to Prologis stockholders and DRE shareholders (the "Joint Proxy Statement/Prospectus") is required under applicable law to supplement the Joint Proxy Statement/Prospectus. Nonetheless, to avoid the risk that the Actions may delay or otherwise adversely affect the consummation of the Mergers and to minimize the expense of defending such Actions, the defendants are making the following supplemental disclosures (the "litigation-related supplemental disclosures") to the Joint Proxy Statement/Prospectus. Nothing in this Report shall be deemed an admission of the legal necessity or materiality under applicable laws of any of the supplemental disclosures set forth herein.

The litigation-related supplemental disclosures contained below should be read in conjunction with the Joint Proxy Statement/Prospectus, which is available on the Internet site maintained by the SEC at http://www.sec.gov, along with periodic reports and other information Prologis and DRE file with the SEC. To the extent that the information set forth herein differs from or updates information contained in the Joint Proxy Statement/Prospectus, the information set forth herein shall supersede or supplement the information in the Joint Proxy Statement/Prospectus. All page references are to pages in the Joint Proxy Statement/Prospectus, and terms used below, unless otherwise defined, have the meanings set forth in the Joint Proxy Statement/Prospectus.

Supplemental Disclosures

The disclosure under the heading "The Mergers-Background of the Mergers" is hereby amended and supplemented by replacing the second full paragraph on page 60 of the Joint Proxy Statement/Prospectus in its entirety with the following:

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On April 19, 2022 and on several occasions thereafter, at the request of Duke
Realty, a representative from Morgan Stanley discussed with a representative of
a large private equity firm with a significant real estate business, which we
refer to as "Party A," which had previously expressed interest in a potential
strategic transaction involving Duke Realty, whether Party A still had interest
in Duke Realty. Party A conveyed knowledge of and liking for Duke Realty and its
assets and expressed conceptual interest in a transaction. Party A stated that
they planned to undertake a further internal evaluation of Duke Realty and would
follow up with Morgan Stanley.
Party A and Duke Realty did not enter into a
non-disclosure
agreement, nor did Duke Realty share
non-public
information with Party A.
From this date through May 11, 2022, Party A declined to provide a proposal
despite further inquiry from Morgan Stanley.

The disclosure under the heading "The Mergers-Background of the Mergers" is hereby amended and supplemented by adding the following immediately following the first sentence of the fourth full paragraph on page 61 of the Joint Proxy Statement/Prospectus:

The discussions with Citi concerned market and investor perspectives, potential investor communications relating to the proposed transaction, negotiation strategy and other customary financial services.

The disclosure under the heading "The Mergers-Background of the Mergers" is hereby amended and supplemented by replacing the first sentence of the fourth full paragraph on page 64 of the Joint Proxy Statement/Prospectus in its entirety with the following:



From June 5, 2022 until the execution of the definitive merger agreement on
June 11, 2022, the management teams of Prologis and Duke Realty, together with
their respective financial, legal and accounting advisors, performed a diligence
review with respect to the other company through a review of publicly available
and
non-public
information, including opening up virtual data rooms with due diligence
information for each of Prologis and Duke Realty on June 6, 2022, and held a
series of discussions regarding diligence matters
, including general corporate and legal matters, accounting and financial
matters, tax, employees and other topics
.

The disclosure under the heading "The Mergers-Recommendation of the Prologis Board of Directors and Its Reasons for the Mergers" is hereby amended and supplemented by replacing the fourth paragraph of such section on page 67 of the Joint Proxy Statement/Prospectus in its entirety with the following:



  •   its expectation that the strategic fit between the Prologis and Duke Realty
      portfolios will allow Prologis to capture significant cost and revenue
      synergies, including approximately $310 to $370 million
      in annual
      run-rate
      synergies starting in the first year following the transaction
      from immediate corporate general and administrative cost savings, operating
      leverage, lower interest expense and lease adjustments while offering its
      customers more choice, flexibility and product offerings as a result of the
      combined portfolios;

The disclosure under the heading "The Mergers-Opinion of Prologis' Financial Advisor-Illustrative Discounted Cash Flow Analysis for Duke Realty on a Standalone Basis" is hereby amended and supplemented by replacing the second paragraph of such section on page 76 of the Joint Proxy Statement/Prospectus in its entirety with the following:



Using discount rates ranging from 7.0% to 8.0%, reflecting estimates of Duke
Realty's weighted average cost of capital, Goldman Sachs derived a range of
illustrative present values per share of Duke Realty common stock, by
discounting to present value as of March 31, 2022, (i) estimates of the
unlevered free cash flows to be generated by Duke Realty on a standalone basis,
both without taking into account the Synergies and taking into account the
Synergies, for the period from April 1, 2022 to December 31, 2026, as reflected
in the Forecasts, and (ii) a range of illustrative terminal values for Duke
Realty, as of December 31, 2026, calculated by applying exit terminal year
multiples ranging from 25.0x to 28.0x to estimated
1-year
forward adjusted earnings before interest, taxes, depreciation, and
amortization, which we refer to in this section as "EBITDA," to be generated by
Duke Realty, both without taking into account the Synergies and taking into
account the Synergies,
which in both

--------------------------------------------------------------------------------


cases was calculated by adjusting Duke Realty's adjusted EBITDA for 2026, both
without taking into account the Synergies and taking into account the Synergies,
as reflected in the Forecasts
, for the final two years of additional development income, at a 6.5%
development yield, and then applying a
1-year
forward EBITDA growth rate of 12.0%, as provided by Prologis management
(which analysis implied (i) as set forth in the June 11 Presentation, perpetuity
growth rates ranging from 3.0% to 4.3% both without taking into account the
Synergies and taking into account the Synergies and (ii) using the Adjusted
Calculations, perpetuity growth rates ranging from 3.4% to 4.7% without taking
into account the Synergies, and 3.4% to 4.6% taking into account the Synergies).
Goldman Sachs derived such discount rates by application of the capital asset
pricing model ("CAPM"), which requires certain company-specific inputs,
including Duke Realty's target capital structure weightings, the cost of
long-term debt,
after-tax
yield on permanent excess cash, if any, future applicable marginal cash tax rate
and a beta for Duke Realty, as well as certain financial metrics for the United
States financial markets generally. The range of exit terminal year multiples
was estimated by Goldman Sachs utilizing its professional judgment and
experience taking into account historical trading multiples of Prologis and Duke
Realty and the multiples calculated by Goldman Sachs as set forth below under "-
Selected Publicly Traded Companies Analysis".

The disclosure under the heading "The Mergers-Opinion of Prologis' Financial Advisor-Illustrative Discounted Cash Flow Analysis for Prologis on a Standalone Basis and Pro Forma" is hereby amended and supplemented by replacing the second paragraph of such section on page 80 of the Joint Proxy Statement/Prospectus in its entirety with the following:

Using discount rates ranging from 6.5% to 7.5%, reflecting estimates of . . .

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits


Exhibit
Number       Description

2.1            Letter Agreement, dated as of September 16, 2022, by and among the
             Prologis Parties and the DRE Parties.

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document).

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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
DRE operate as well as beliefs and assumptions of Prologis and DRE. Such
statements involve uncertainties that could significantly impact Prologis' or
DRE'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 DRE
expects or anticipates will occur in the future - including statements relating
to any possible transaction between Prologis and DRE, rent and occupancy growth,
acquisition and development activity, contribution and disposition activity,
general conditions in the geographic areas where Prologis or DRE operate,
Prologis' and DRE's respective debt, capital structure and financial position,
Prologis' and DRE'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 DRE believe the
expectations reflected in any forward-looking statements are based on reasonable
assumptions, neither Prologis nor DRE 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 DRE'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 DRE 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 DRE'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 DRE 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 DRE'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 DRE maintain and their credit ratings; (xviii) risks related to
Prologis' and DRE's investments in
co-investment
ventures, including Prologis' and DRE'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 DRE's
respective Annual Reports on Form
10-K
for the year ended December 31, 2021. Neither Prologis nor DRE 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 SEC a registration statement on Form
S-4
(as amended, the "Form
S-4"),
which includes the Joint Proxy Statement/Prospectus, and each party will file
other documents regarding the proposed transaction with the SEC. The Form
S-4
became effective on August 2, 2022. INVESTORS AND SECURITY HOLDERS ARE URGED TO
READ THE FORM
S-4
AND THE

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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 DRE 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 DRE. 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 DRE with the SEC may be obtained free of charge at DRE'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 DRE 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 DRE 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 DRE's directors and
executive officers is available in DRE'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 Reports on
Form
8-K
filed with the SEC on April 27, 2022 and July 21, 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 DRE as indicated above.

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