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Index to Financial Statements

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 10-K/A

Amendment No. 2
 
x
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2015
¨
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the Transition Period From                     to                     .
Commission file number
 
001-32336 (Digital Realty Trust, Inc.)
 
 
000-54023 (Digital Realty Trust, L.P.)
 
 
DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
(Exact name of registrant as specified in its charter)
 
 
Maryland (Digital Realty Trust, Inc.)
Maryland (Digital Realty Trust, L.P.)
26-0081711
20-2402955
(State or other jurisdiction of incorporation or organization)
(IRS employer identification number)
Four Embarcadero Center, Suite 3200
San Francisco, CA
94111
(Address of principal executive offices)
(Zip Code)
(415) 738-6500
(Registrant’s telephone number, including area code)
 
 
Securities registered pursuant to Section 12(b) of the Act:
  
Title of each class
Name of each exchange on which registered
Digital Realty Trust, Inc.
Common stock, $0.01 par value per share
New York Stock Exchange
 
Series E cumulative redeemable preferred
stock, $0.01 par value per share
New York Stock Exchange
 
Series F cumulative redeemable preferred
stock, $0.01 par value per share
New York Stock Exchange
 
Series G cumulative redeemable preferred
stock, $0.01 par value per share
New York Stock Exchange
 
Series H cumulative redeemable preferred
stock, $0.01 par value per share
New York Stock Exchange
 
Series I cumulative redeemable preferred
stock, $0.01 par value per share
New York Stock Exchange
Digital Realty Trust, L.P.
None
None
 
 
Securities registered pursuant to Section 12(g) of the Act:
Digital Realty Trust, Inc.
  
None
Digital Realty Trust, L.P.
  
Common Units of
Partnership Interest
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Digital Realty Trust, Inc.
Yes  x    No   o
Digital Realty Trust, L.P.
Yes   o No   x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Digital Realty Trust, Inc.
Yes  o No   x
Digital Realty Trust, L.P.
Yes o No   x
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 requirements for the past 90 days.
Digital Realty Trust, Inc.
Yes  x    No   o
Digital Realty Trust, L.P.
Yes  x    No   o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, 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 period that the registrant was required to submit and post such files).
Digital Realty Trust, Inc.
Yes  x    No   o
Digital Realty Trust, L.P.
Yes  x    No   o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ¨
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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Digital Realty Trust, Inc.:
Large accelerated filer
x
Accelerated filer
¨
Non-accelerated filer
o(Do not check if a smaller reporting company)
Smaller reporting company
¨
Digital Realty Trust, L.P.:
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
x (Do not check if a smaller reporting company)
Smaller reporting company
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Digital Realty Trust, Inc.
Yes  o No   x
Digital Realty Trust, L.P.
Yes  o No   x
The aggregate market value of the common equity held by non-affiliates of Digital Realty Trust, Inc. as of June 30, 2015 totaled approximately $9.0 billion based on the closing price for Digital Realty Trust, Inc.’s common stock on that day as reported by the New York Stock Exchange. Such value excludes common stock held by executive officers, directors and 10% or greater stockholders as of June 30, 2015. The identification of 10% or greater stockholders as of June 30, 2015 is based on Schedule 13G and amended Schedule 13G reports publicly filed before June 30, 2015. This calculation does not reflect a determination that such parties are affiliates for any other purposes.
There is no public trading market for the common units of Digital Realty Trust, L.P. As a result, the aggregate market value of the common units held by non-affiliates of Digital Realty Trust, L.P. cannot be determined.
Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.
Digital Realty Trust, Inc.:
Class
Outstanding at February 23, 2016

Common Stock, $.01 par value per share
146,482,735

DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates by reference portions of Digital Realty Trust, Inc.’s Proxy Statement for its 2016 Annual Meeting of Stockholders which the registrants anticipate will be filed no later than 120 days after the end of its fiscal year pursuant to Regulation 14A.


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EXPLANATORY NOTE TO FORM 10-K/A

This Amendment No. 2 (“Amendment No. 2”) on Form 10-K/A amends the combined Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (the “Original Filing”) of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 29, 2016, as amended by Amendment No. 1 to the Original Filing filed with the SEC on April 1, 2016. We are filing this Amendment No. 2 to correct a typographical error on page 128 of the Original Filing.
This Amendment No. 2 does not reflect events occurring after the filing of the Original Filing.




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EXPLANATORY NOTE
This report combines the annual reports on Form 10-K for the year ended December 31, 2015 of Digital Realty Trust, Inc., a Maryland corporation, and Digital Realty Trust, L.P., a Maryland limited partnership, of which Digital Realty Trust, Inc. is the sole general partner. Unless otherwise indicated or unless the context requires otherwise, all references in this report to “we,” “us,” “our,” “our company” or “the company” refer to Digital Realty Trust, Inc. together with its consolidated subsidiaries, including Digital Realty Trust, L.P. Unless otherwise indicated or unless the context requires otherwise, all references to “our operating partnership” or “the operating partnership” refer to Digital Realty Trust, L.P. together with its consolidated subsidiaries.
Digital Realty Trust, Inc. is a real estate investment trust, or REIT, and the sole general partner of Digital Realty Trust, L.P. As of December 31, 2015, Digital Realty Trust, Inc. owned an approximate 98.1% common general partnership interest in Digital Realty Trust, L.P. The remaining approximate 1.9% common limited partnership interests are owned by non-affiliated investors and certain directors and officers of Digital Realty Trust, Inc. As of December 31, 2015, Digital Realty Trust, Inc. owned all of the preferred limited partnership interests of Digital Realty Trust, L.P. As the sole general partner of Digital Realty Trust, L.P., Digital Realty Trust, Inc. has the full, exclusive and complete responsibility for the operating partnership’s day-to-day management and control.
We believe combining the annual reports on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. into this single report results in the following benefits:

enhancing investors’ understanding of our company and our operating partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both our company and our operating partnership; and
creating time and cost efficiencies through the preparation of one combined report instead of two separate reports.
There are a few differences between our company and our operating partnership, which are reflected in the disclosure in this report. We believe it is important to understand the differences between our company and our operating partnership in the context of how we operate as an interrelated consolidated company. Digital Realty Trust, Inc. is a REIT, whose only material asset is its ownership of partnership interests of Digital Realty Trust, L.P. As a result, Digital Realty Trust, Inc. does not conduct business itself, other than acting as the sole general partner of Digital Realty Trust, L.P., issuing public equity from time to time and guaranteeing certain unsecured debt of Digital Realty Trust, L.P. and certain of its subsidiaries. Digital Realty Trust, Inc. itself does not issue any indebtedness but guarantees the unsecured debt of Digital Realty Trust, L.P. and certain of its subsidiaries and affiliates, as disclosed in this report. Digital Realty Trust, L.P. holds substantially all the assets of the company and holds the ownership interests in the company’s joint ventures. Digital Realty Trust, L.P. conducts the operations of the business and is structured as a partnership with no publicly traded equity. Except for net proceeds from public equity issuances by Digital Realty Trust, Inc., which are generally contributed to Digital Realty Trust, L.P. in exchange for partnership units, Digital Realty Trust, L.P. generates the capital required by the company’s business through Digital Realty Trust, L.P.’s operations, by Digital Realty Trust, L.P.’s direct or indirect incurrence of indebtedness or through the issuance of partnership units.
The presentation of noncontrolling interests in operating partnership, stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of Digital Realty Trust, Inc. and those of Digital Realty Trust, L.P. The common limited partnership interests held by the limited partners in Digital Realty Trust, L.P. are presented as limited partners’ capital within partners’ capital in Digital Realty Trust, L.P.’s consolidated financial statements and as noncontrolling interests in operating partnership within equity in Digital Realty Trust, Inc.’s consolidated financial statements. The common and preferred partnership interests held by Digital Realty Trust, Inc. in Digital Realty Trust, L.P. are presented as general partner’s capital within partners’ capital in Digital Realty Trust, L.P.’s consolidated financial statements and as preferred stock, common stock, additional paid-in capital and accumulated dividends in excess of earnings within stockholders’ equity in Digital Realty Trust, Inc.’s consolidated financial statements. The differences in the presentations between stockholders’ equity and partners’ capital result from the differences in the equity issued at the Digital Realty Trust, Inc. and the Digital Realty Trust, L.P. levels.


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To help investors understand the significant differences between the company and the operating partnership, this report presents the following separate sections for each of the company and the operating partnership:

consolidated financial statements;
the following notes to the consolidated financial statements:
Debt of the Company and Debt of the Operating Partnership;
Income per Share and Income per Unit;
Equity and Accumulated Other Comprehensive Loss, Net of the company and Capital and Accumulated Other Comprehensive Income (Loss) of the operating partnership; and
Quarterly Financial Information;
Liquidity and Capital Resources in Management’s Discussion and Analysis of Financial Condition and Results of Operations;
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities; and
Selected Financial Data.
This report also includes separate Item 9A. Controls and Procedures sections and separate Exhibit 31 and 32 certifications for each of the company and the operating partnership in order to establish that the Chief Executive Officer and Chief Financial Officer of each entity has made the requisite certification and that the company and the operating partnership are compliant with Rule 13a-15 or Rule 15d-15 of the Securities Exchange Act of 1934 and 18 U.S.C. §1350.
In order to highlight the differences between the company and the operating partnership, the separate sections in this report for the company and the operating partnership specifically refer to the company and the operating partnership. In the sections that combine disclosure of the company and the operating partnership, this report refers to actions or holdings as being actions or holdings of the company. Although the operating partnership is generally the entity that enters into contracts and joint ventures and holds assets and debt, reference to the company is appropriate because the business is one enterprise and the company operates the business through the operating partnership.
As general partner with control of the operating partnership, Digital Realty Trust, Inc. consolidates the operating partnership for financial reporting purposes, and it does not have significant assets other than its investment in the operating partnership. Therefore, the assets and liabilities of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. are the same on their respective consolidated financial statements. The separate discussions of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. in this report should be read in conjunction with each other to understand the results of the company on a consolidated basis and how management operates the company.



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DIGITAL REALTY TRUST, INC. AND DIGITAL REALTY TRUST, L.P.
FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 2015
TABLE OF CONTENTS
 
 
 
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PART I
 
ITEM 1.    BUSINESS
General

We own, acquire, develop and operate data centers. Our portfolio consists of high-quality, strategically located properties containing the physical and connectivity infrastructure that supports the applications and day-to-day operations of social networking, mobile communications, analytics, cloud and content providers, network providers, information technology services providers and corporate enterprise data center users, including financial services companies. Digital Realty Trust, L.P., a Maryland limited partnership, is the entity through which Digital Realty Trust, Inc., a Maryland corporation, conducts its business and owns its assets. Digital Realty Trust, Inc. operates as a REIT for federal income tax purpose.

On October 9, 2015, we acquired Telx Holdings, Inc., or Telx, a leading national provider of data center colocation, interconnection and cloud enablement solutions, for approximately $1.886 billion. We believe this transaction established us as a leading colocation and interconnection platform in the U.S., complementing our existing large-footprint business.
As of December 31, 2015, our portfolio consisted of 139 operating properties, including eight Telx properties (of which two are owned and six properties are leased from third parties) and 14 properties held as investments in unconsolidated joint ventures, of which 110 are located throughout North America, 23 are located in Europe, three are located in Australia and three are located in Asia.
We are diversified in major metropolitan areas where corporate data center and technology tenants are concentrated, including the Atlanta, Boston, Chicago, Dallas, Los Angeles, New York, Northern Virginia, Phoenix, San Francisco, Seattle and Silicon Valley metropolitan areas in the United States, Amsterdam, Dublin, Frankfurt (land only), London and Paris metropolitan areas in Europe and Singapore, Sydney, Melbourne, Hong Kong and Osaka (land only) metropolitan areas in the Asia Pacific region. Our properties contain a total of approximately 25.6 million rentable square feet including approximately 1.3 million square feet of space under active development, which includes current base building and data center projects in progress, as well as approximately 1.3 million square feet of space held for future development, which includes space held for future data center development and excludes space under active development. The 14 properties held as investments in unconsolidated joint ventures have an aggregate of approximately 1.9 million rentable square feet. The 15 parcels of developable land we own comprised approximately 286 acres. A significant component of our current and future internal growth is expected to be generated through the development of our existing space held for development and acquisition of new properties. As of December 31, 2015, our portfolio, including the 14 properties held as investments in unconsolidated joint ventures and excluding space under active development and space held for future development, was approximately 91.4% leased. The types of properties within our portfolio include:

Corporate data centers, which provide secure, continuously available environments for the exchange, processing and storage of critical electronic information. Data centers are used for digital communication, disaster recovery purposes, transaction processing and housing corporate IT operations;
Internet gateway data centers, which serve as hubs for Internet and data communications within and between major metropolitan areas; and
Office and other non-data center space.

Unlike traditional office and flex/research and development space, the location of and improvements to our facilities, including network density, interconnection infrastructure and connectivity-centric customers in certain of our facilities, are generally essential to our businesses, which we believe results in high occupancy levels, longer average lease terms and customer relationships and lower turnover. In addition, many of our properties have tenant improvements that have been installed at our tenants’ expense. The tenant improvements in our facilities are generally readily adaptable for use by similar tenants.

Digital Realty Trust, Inc. was incorporated in the state of Maryland on March 9, 2004. Digital Realty Trust, L.P. was organized in the state of Maryland on July 21, 2004. Our principal executive offices are located at Four Embarcadero Center, Suite 3200, San Francisco, California 94111. Our telephone number at that location is (415) 738-6500. Our website is located at www.digitalrealty.com. The information found on, or otherwise accessible through, our website is not incorporated into, and does not form a part of, this annual report or any other report or document we file with or furnish to the U.S. Securities and Exchange Commission, or the SEC.

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Recent Developments

On January 21, 2016, the operating partnership closed on the sale of 47700 Kato Road and 1055 Page Avenue, two adjacent non-data center properties totaling 199,000 square feet in Fremont, California for $37.5 million. The sale generated net proceeds of $35.8 million and we will recognize a gain on the sale of approximately $1.2 million in the first quarter of 2016. The properties were identified as held for sale as of December 31, 2015. 47700 Kato Road and 1055 Page Avenue were not a significant component of our U.S. portfolio nor does the sale represent a significant shift in our strategy.
On January 15, 2016, the operating partnership refinanced our global revolving credit facility and entered into a global senior credit agreement for a $2.0 billion senior unsecured revolving credit facility, which we refer to as the 2016 global revolving credit facility, that replaced the $2.0 billion revolving credit facility executed on August 15, 2013, as amended. The 2016 global revolving credit facility provides for borrowings in Australian dollars, British pounds sterling, Canadian dollars, Euros, Hong Kong dollars, Japanese yen, Singapore dollars, and U.S. dollars, and includes the ability to add additional currencies in the future. The 2016 global revolving credit facility has an accordion feature that would enable us to increase the borrowing capacity of the credit facility up to $2.5 billion, subject to the receipt of lender commitments and other conditions precedent. The 2016 global revolving credit facility matures on January 15, 2020, with two six-month extension options available.
On January 15, 2016, the operating partnership refinanced the senior unsecured multi-currency term loan facility and entered into a Term Loan Agreement, which we refer to as the term loan agreement, which governs (i) a $1.25 billion 5-year senior unsecured term loan (the “5-Year Term Loan”) and (ii) a $300 million 7-year senior unsecured term loan (the “7-Year Term Loan”). The term loan agreement replaced the $1.0 billion term loan agreement executed on April 16, 2012, as amended. The term loan agreement provides for borrowings in Australian dollars, British pounds sterling, Canadian dollars, Euros, Hong Kong dollars, Japanese yen, Singapore dollars and U.S. dollars. The maturity date of the 5-Year Term Loan is January 15, 2021 and the maturity date of the 7-Year Term Loan is January 15, 2023. In addition, we have the ability from time to time to increase the aggregate size of lending under the Term Loan Agreement from $1.55 billion up to $1.8 billion, subject to receipt of lender commitments and other conditions precedent.
On February 17, 2016, we declared the following dividends per share. The operating partnership will make an equivalent distribution per unit.
 
Share / Unit Class
Series E
Preferred Stock
and Unit
 
Series F
Preferred Stock
and Unit
 
Series G
Preferred Stock
and Unit
 
Series H
Preferred Stock
and Unit
 
Series I Preferred Stock and Unit
 
Common stock
and common unit
Dividend and distribution amount
$
0.437500

 
$
0.414063

 
$
0.367188

 
$
0.460938

 
$
0.396875

 
$
0.880000

Dividend and distribution payable date
March 31, 2016

 
March 31, 2016

 
March 31, 2016

 
March 31, 2016

 
March 31, 2016

 
March 31, 2016

Dividend and distribution payable to holders of record on
March 15, 2016

 
March 15, 2016

 
March 15, 2016

 
March 15, 2016

 
March 15, 2016

 
March 15, 2016

Annual equivalent rate of dividend and distribution
$
1.750

 
$
1.656

 
$
1.469

 
$
1.844

 
$
1.588

 
$
3.520


Our Competitive Strengths

We believe we distinguish ourselves from other owners, acquirors and managers of technology-related real estate through our competitive strengths, which include:

High-Quality Global Portfolio that is Difficult to Replicate. Our portfolio contains state-of-the-art data center facilities with extensive tenant improvements in 33 metropolitan areas across 10 countries. Our portfolio of data center facilities is equipped to meet the power and cooling requirements for customers with smaller footprints up to the most demanding corporate IT applications. Many of the properties in our portfolio are located on major aggregation points formed by the physical presence of multiple major telecommunications service providers, which reduces our customers’ costs and operational risks and enhances the attractiveness of our properties. In addition, our strategically located global data center campuses offer our customers a place to grow as their businesses grow, and we believe that expanding connectivity offerings in our campus facilities will also enhance the attractiveness of these facilities. Further, the network density, interconnection infrastructure and connectivity-centric customers in

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certain of our facilities has led to the formation of densely connected ecosystems that are difficult to replicate and valuable to customers. We believe that a high-quality global portfolio like ours could not be easily replicated today on a cost-competitive basis.
Presence in Key Metropolitan Areas. Our portfolio is located in 33 major metropolitan areas where corporate data center and technology tenants are concentrated, including the Atlanta, Boston, Chicago, Dallas, Los Angeles, New York, Northern Virginia, Phoenix, San Francisco and Silicon Valley metropolitan areas in the United States, the Amsterdam, Dublin, London and Paris metropolitan areas in Europe and the Singapore, Sydney, Melbourne and Hong Kong metropolitan areas in the Asia Pacific region. Our portfolio is geographically diversified so that no one metropolitan area represented more than approximately 12.5% of the aggregate annualized rent of our portfolio as of December 31, 2015. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Overview—Revenue Base.”
Proven Experience Attracting and Retaining Customers. We have considerable experience in identifying and attracting new and retaining existing customers. Our specialized data center sales force provides a robust pipeline of new clients, while existing customers continue to grow and expand with us. During the year ended December 31, 2015, we commenced new leases totaling approximately 1.3 million square feet, which represent approximately $157.5 million in annualized GAAP rent. During the year ended December 31, 2015, we signed new leases totaling approximately 0.8 million square feet, which represent approximately $127.0 million in annualized GAAP rent. These leases were comprised of Powered Base Buildings®, Turn-Key Flex® and colocation space, Custom Solutions product and space for ancillary office and other uses.
Demonstrated Investment Acumen. We have developed detailed, standardized procedures for evaluating acquisitions, including income-producing properties as well as vacant buildings and land suitable for development, to ensure that they meet our strategic, financial, technical and other criteria. These procedures and our in-depth knowledge of the technology and data center industries as well as the real estate industry allow us to identify strategically located properties and evaluate investment opportunities efficiently and, as appropriate, commit and close quickly. Our broad network of contacts within a highly fragmented universe of sellers and brokers of technology-related real estate enables us to capitalize on acquisition opportunities. As a result, we acquired a substantial portion of our properties before they were broadly marketed by real estate brokers.
Flexible Data Center Solutions. We provide flexible, customer-oriented solutions designed to meet the needs of domestic and international companies across multiple industry verticals. Our Turn-Key Flex® and colocation data centers are move-in ready, physically secure facilities with the power and cooling capabilities to support mission-critical IT enterprise applications. We believe our Turn-Key Flex® facilities are effective solutions for customers who may lack the bandwidth, capital budget, expertise or desire to provide their own extensive data center infrastructure, management and security. We also believe that our colocation and interconnection platform offers a number of options for customers looking for small to larger footprints and connectivity solutions. For customers who possess the ability to build and operate their own facility, our Powered Base Building® solution provides the physical location, required power and network access necessary to support a state-of-the-art data center. Our in-house engineering and design and construction professionals can also provide a Custom Solutions product to meet a customer’s unique specifications. Furthermore, our data center campuses offer our customers the opportunity to expand and grow in or near their existing deployments within a campus. Our Critical Facilities Management® services and team of technical engineers and data center operations experts provide 24/7 support for these mission-critical facilities.
Leading Colocation and Interconnection Platform. We believe the acquisition of Telx, or the Telx Acquisition, has established us as a leading provider of colocation, interconnection and cloud-enablement services in the U.S. We believe interconnection is an attractive line of business that would be difficult to build organically and enhances the overall value proposition of our colocation and large-footprint data center product offerings. In addition to enhancing our presence in top-tier locations throughout the U.S and providing significant opportunities for additional growth, we believe the Telx Acquisition expanded our product mix to appeal to a broader spectrum of data center customers.

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Differentiating Development Advantages. Our extensive development activity, operating scale and process-based approach to data center design, construction and operations result in significant cost savings and added value for our customers. We have leveraged our purchasing power by securing global purchasing agreements and developing relationships with major equipment manufacturers, reducing costs and shortening delivery timeframes on key components, including major mechanical and electrical equipment. Utilizing our innovative modular data center design referred to as POD Architecture®, we deliver what we believe to be a technically superior data center environment at significant cost savings. In addition, by utilizing our POD Architecture® to develop new Turn-Key Flex® facilities in our existing Powered Base Building® facilities, on average we are able to deliver a fully commissioned facility in under 30 weeks. Finally, our access to capital allows us to provide data center solutions for customers who do not want to invest their own capital.
Diverse Customer Base across a Wide Variety of Industry Sectors. We use our in-depth knowledge of the requirements and trends for social networking, mobile communications, analytics, cloud and content providers, network providers, information technology services providers and corporate enterprise data center users, including financial services companies, to market our properties to domestic and international customers with specific technology needs. At December 31, 2015, we had over 1,750 customers across a variety of industry verticals, ranging from cloud and information technology services to financial services, manufacturing, energy, gaming, life sciences and consumer products. Our largest customer, IBM, accounted for approximately 7.5% of the aggregate annualized rent as of December 31, 2015 and no other single customer accounted for more than approximately 6.1% of the aggregate annualized rent of our portfolio.
Experienced and Committed Management Team and Organization. Our senior management team has many years of experience in the technology or real estate industries, including experience as investors in, advisors to and founders of technology companies. We believe that our senior management team’s extensive knowledge of both the real estate and the technology industries provides us with a key competitive advantage. Further, a significant portion of compensation for our senior management team and directors is in the form of common equity interests in our company and we recently instituted minimum stock ownership requirements, further aligning their interests with those of external stockholders. We have also implemented an employee stock purchase plan, which allows our employees to increase their ownership in the company.
Business and Growth Strategies
Our primary business objective is maximize value creation on a per share and unit basis through achieving superior organic growth, prudently allocating capital and preserving the flexibility of our balance sheet.

Achieve Superior Returns. We believe that achieving appropriate risk-adjusted returns on our business, including on our development pipeline and leasing transactions, will deliver superior stockholder returns. At December 31, 2015, we had approximately 1.3 million square feet of space under active development for Turn-Key Flex®, Powered Base Building® and Custom Solutions products in three U.S. metropolitan areas, two European metropolitan areas, one Canadian metropolitan area and our Singapore metropolitan area, consisting of approximately 0.7 million square feet of base building construction and 0.6 million square feet of data center construction. We may continue to build out our development pipeline when justified by anticipated returns. We also believe that providing an even stronger value proposition to our customers, including through new and enhanced product offerings, as well as improving operational efficiencies, will further drive improved returns for our business.
Provide Foundational Services to Enable Customers and Partners. We believe that our global infrastructure platform, through which we offer the foundational services of space, power and connectivity, will enable our customers and partners to serve their customers and grow their businesses. We believe our internet gateway facilities, individual data centers and data center campuses are attractive to a wide variety of customers and partners of all sizes. Furthermore, we believe our colocation and interconnection offerings, as well as the densely connected ecosystems that have developed within our facilities, are valuable and critical to our customers’ and partners’ supply chain.
Prudently Allocate Capital. We believe that the accretive deployment of capital at sufficiently positive spreads above our cost of capital enables us to increase cash flow and create long-term stockholder value. Our relationships with corporate information technology groups, technology tenants and real estate brokers who are dedicated to serving these tenants provide us with ongoing access to potential investment opportunities and frequently enable us to avoid competitive bidding. In addition, the specialized nature of technology-related real estate makes it more difficult for traditional real estate investors to underwrite, resulting in reduced competition for investments relative to other property types. We believe this dynamic creates an opportunity for us to generate better risk-adjusted returns

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on our capital. We employ a collaborative approach to deal analysis, risk management and asset allocation, focusing on key elements, such as market fundamentals, accessibility to fiber and power, and the local regulatory environment.
Preserve the Flexibility of Our Balance Sheet. We are committed to maintaining a conservative capital structure. We target a debt-to-EBITDA ratio at or less than 5.5x, fixed charge coverage of greater than three times, and floating rate debt at less than 20% of total outstanding debt. In addition, we strive to maintain a well-laddered debt maturity schedule, and we seek to maximize the menu of our available sources of capital, while minimizing the cost. Since Digital Realty Trust, Inc.’s initial public offering in 2004, our company has raised approximately $15.8 billion of capital through common, preferred and convertible preferred equity offerings, exchangeable debt offerings, non-exchangeable bond offerings, our global revolving credit facility, our term loan facility, the Prudential shelf facility, secured mortgage financings and refinancings and sales of non-core assets. We endeavor to maintain financial flexibility while using our liquidity and access to capital to support operations, including our acquisition, leasing and development programs and global campus expansion, which are important sources of our growth.
Maximize Property-Level Cash Flow. We aggressively manage our properties to maximize cash flow. We often acquire properties with substantial in-place cash flow and some vacancy, which enables us to create upside through lease-up. We control our costs by negotiating expense pass-through provisions in tenant leases for operating expenses, including power costs and certain capital expenditures. Leases covering approximately 71% of the leased net rentable square feet in our portfolio as of December 31, 2015 required tenants to pay all or a portion of increases in operating expenses, including real estate taxes, insurance, common area charges and other expenses. We also control costs by driving operating efficiencies, which include focusing on centralizing functions and optimizing operations as well as improving processes and technologies. We believe that expanding our global data center campuses will also contribute to operating efficiencies because we expect to achieve economies of scale on our campus environments.
Leverage Strong Industry Relationships. We use our strong industry relationships with national and regional corporate enterprise information technology groups and technology-intensive companies to identify and comprehensively respond to their data center needs. Our sales professionals are real estate and technology industry specialists who can develop complex facility solutions for the most demanding corporate data center and other technology tenants.
Competition

We compete with numerous data center developers, owners and operators, many of whom own properties similar to ours in some of the same metropolitan areas where our properties are located, including CoreSite Realty Corporation, CyrusOne Inc., DuPont Fabros Technology, Inc., Equinix, Inc., QTS Realty Trust, Inc. and various local developers in the U.S., as well as Global Switch Holdings Limited and various regional operators in Europe, Asia and Australia. If our competitors offer space that our customers or potential customers perceive to be superior to ours based on numerous factors, including available power, security considerations, location, or connectivity, or if they offer rental rates below current market rates, or below the rental rates we are offering, we may lose customers or potential customers or be required to incur costs to improve our properties or lower our rental rates. In addition, several of our competitors have the financial and technical wherewithal to develop competitive data center properties. If the supply of competitive data center properties were to increase significantly, rental rates may be reduced or we may face delays in leasing, or be unable to lease our vacant space, including space that we develop. Finally, if customers or potential customers require services that we do not offer, we may not be able to meet those customers’ needs. Our financial condition, results of operations, cash flow, cash available for distribution and ability to satisfy our debt service obligations could be materially adversely affected as a result of any or all of these factors.
Geographic Information
Operating revenues from properties in the United States were $1.4 billion, $1.2 billion and $1.1 billion and outside the United States were $0.4 billion, $0.4 billion and $0.3 billion for the years ended December 31, 2015, 2014 and 2013, respectively. We had investments in real estate located in the United States with a net book value of $6.0 billion, $5.4 billion and $5.6 billion and outside the United States of $2.6 billion, $2.7 billion and $2.7 billion as of December 31, 2015, 2014 and 2013, respectively.
Operating revenues from properties located in the United Kingdom were $0.2 billion, $0.2 billion and $0.2 billion, or 12.3%, 13.3% and 13.3% of total operating revenues for the years ended December 31, 2015, 2014 and 2013, respectively. No other foreign country comprised more than 10% of total operating revenues for each of these years. We had investments in real estate located in the United Kingdom of $1.6 billion, $1.7 billion and $1.8 billion, or 18.8%, 21.3% and 21.1% of total

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investments in real estate as of December 31, 2015, 2014 and 2012, respectively. No other foreign country comprised more than 10% of total investments in real estate as of each of December 31, 2015, 2014 and 2013. See “Risk Factors—Ownership of properties located outside of the United States subjects us to foreign currency and related risks which may adversely impact our ability to make distributions”, “—Our international activities are subject to unique risks different than those faced by us in the United States and we may not be able to effectively manage our international business” and “—We face risks with our international acquisitions associated with investing in unfamiliar metropolitan areas” for risks relating to our foreign operations.
Regulation
General
Our properties are subject to various laws, ordinances and regulations, including regulations relating to common areas. We believe that each of our properties as of December 31, 2015 has the necessary permits and approvals to operate.
Americans With Disabilities Act
Our properties must comply with Title III of the Americans with Disabilities Act of 1990, or the ADA, to the extent that such properties are “public accommodations” as defined by the ADA. The ADA may require removal of structural barriers to access by persons with disabilities in certain public areas of our properties where such removal is readily achievable. We believe that our properties are in substantial compliance with the ADA and that we will not be required to make substantial capital expenditures to address the requirements of the ADA. However, noncompliance with the ADA could result in imposition of fines or an award of damages to private litigants. The obligation to make readily achievable accommodations is an ongoing one, and we will continue to assess our properties and to make alterations as appropriate in this respect.
Environmental Matters
Under various laws relating to the protection of the environment, a current or previous owner or operator of real estate may be liable for contamination resulting from the presence or discharge of hazardous or toxic substances at that property, and may be required to investigate and clean up such contamination at or emanating from that property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of the contaminants, and the liability may be joint and several. The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, or CERCLA, established a regulatory and remedial program intended to provide for the investigation and clean-up of facilities where, or from which, a release of any hazardous substance into the environment has occurred or is threatened. CERCLA’s primary mechanism for remedying such problems is to impose strict joint and several liability for clean-up of facilities on current owners and operators of the site, former owners and operators of the site at the time of the disposal of the hazardous substances, any person who arranges for the transportation, disposal or treatment of the hazardous substances, and the transporters who select the disposal and treatment facilities, regardless of the care exercised by such persons. CERCLA also imposes liability for the cost of evaluating and remedying any damage to natural resources. The costs of CERCLA investigation and clean-up can be very substantial. CERCLA also authorizes the imposition of a lien in favor of the United States on all real property subject to, or affected by, a remedial action for all costs for which a party is liable. Subject to certain procedural restrictions, CERCLA gives a responsible party the right to bring a contribution action against other responsible parties for their allocable shares of investigative and remedial costs. Our ability to obtain reimbursement from others for their allocable shares of such costs would be limited by our ability to find other responsible parties and prove the extent of their responsibility, their financial resources, and other procedural requirements. Various state laws also impose strict joint and several liability for investigation, clean-up and other damages associated with hazardous substance releases.
Previous owners used some of our properties for industrial and retail purposes, and those properties may contain some level of environmental contamination. Independent environmental consultants have conducted Phase I or similar environmental site assessments on all of the properties in our portfolio. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. These assessments do not generally include soil samplings, subsurface investigations or an asbestos survey and the assessments may have failed to reveal all material environmental conditions, liabilities or compliance concerns. In addition, material environmental conditions, liabilities or compliance concerns may have arisen after these reviews were completed or may arise in the future. We could be held jointly and severally liable under CERCLA and various state laws for the investigation and remediation of environmental contamination caused by previous owners or operators. Fuel storage tanks are present at most of our properties, and if releases were to occur, we may be liable for the costs of cleaning any resulting contamination. The presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability or materially adversely affect our ability to sell, lease or develop the real estate or to borrow using the real estate as collateral.

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In addition, some of our tenants, particularly those in the biotechnology and life sciences industry and those in the technology manufacturing industry, routinely handle hazardous substances and wastes as part of their operations at our properties. Environmental laws and regulations subject our tenants, and potentially us, to liability resulting from these activities or from previous industrial or retail uses of those properties. We could be held jointly and severally liable under CERCLA and various state laws for the investigation and remediation of hazardous substances releases by our tenants. Environmental liabilities could also affect a tenant’s ability to make rental payments to us. We cannot assure you that costs of investigation and remediation of environmental matters will not affect our ability to pay dividends to Digital Realty Trust, Inc.’s stockholders and distributions to Digital Realty Trust, L.P.’s unitholders or that such costs or other remedial measures will not have a material adverse effect on our business, assets or results of operations or our competitive position.

Our properties and their uses often require permits from various government agencies, including permits related to zoning and land use, such as permits to operate data center facilities. Certain permits from state or local environmental regulatory agencies, including regulators of air quality, are usually required to install and operate diesel-powered generators, which provide emergency back-up power at most of our facilities. These permits often set emissions limits for certain air pollutants, including oxides of nitrogen. In addition, various federal, state, and local environmental, health and safety requirements, such as fire requirements and treated and storm water discharge requirements, apply to some of our properties. Changes to applicable regulations, such as air quality regulations, or the permit requirements for equipment at our facilities, could hinder or prevent our construction or operation of data center facilities.

The environmental laws and regulations to which our properties are subject may change in the future, and new laws and regulations may be created. Future laws, ordinances or regulations may impose additional material environmental liability. Such laws include those directly regulating our climate change impacts and those which regulate the climate change impacts of companies with which we do business, such as utilities providing our facilities with electricity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Factors Which May Influence Future Results of Operations—Climate change legislation.” We do not know if or how the requirements will change, but changes may require that we make significant unanticipated expenditures, and such expenditures may materially adversely impact our financial condition, cash flow, results, cash available for distributions, common stock’s per share trading price, our competitive position and ability to satisfy our debt service obligations.
Insurance
We carry commercial general liability, property, and business interruption insurance, including rental income loss coverage, covering all of the properties in our portfolio under a blanket program. We select policy specifications and insured limits which we believe to be appropriate given the relative risk of loss, the cost of the coverage and industry practice and, in the opinion of our company’s management, the properties in our portfolio are currently adequately insured. We do not carry insurance for generally uninsured exposures such as loss from war or nuclear reaction. In addition, we carry earthquake insurance on our properties in an amount and with deductibles which we believe are commercially reasonable. We intend to partially fund the earthquake insurance deductibles through a captive insurance company we established in May 2014. Certain of the properties in our portfolio are located in areas known to be seismically active.   See “Risk Factors-Risks Related to Our Business and Operations-Potential losses may not be covered by insurance.”
Employees
As of December 31, 2015, we had 1,295 employees. None of these employees are represented by a labor union.
How to Obtain Our SEC Filings
All reports we file with the SEC will be available free of charge via EDGAR through the SEC website at www.sec.gov. In addition, the public may read and copy materials we file with the SEC at the SEC’s public reference room located at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the public reference room by calling the SEC at 1-800-SEC-0330. We will also provide copies of our Forms 8-K, 10-K, 10-Q, Proxy Statement, Annual Report and amendments to those documents at no charge to investors upon request and make electronic copies of such reports available through our website at www.digitalrealty.com as soon as reasonably practicable after filing such material with the SEC. The information found on, or otherwise accessible through, our website is not incorporated by reference into, nor does it form a part of, this report or any other document that we file with the SEC.
Offices


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Our headquarters are located in San Francisco. We have regional U.S. offices in Boston, Chicago, Dallas, Los Angeles, New York, Northern Virginia and Phoenix and regional international offices in Dublin, London, Paris, Singapore, Sydney and Hong Kong.
Reports to Security Holders
Digital Realty Trust, Inc. is required to send an annual report to its securityholders and to our operating partnership’s unitholders.

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ITEM 1A.    RISK FACTORS
For purposes of this section, the term “stockholders” means the holders of shares of Digital Realty Trust, Inc.’s common stock and preferred stock. Set forth below are the risks that we believe are material to Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders. You should carefully consider the following factors in evaluating our company, our properties and our business. The occurrence of any of the following risks might cause Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders to lose all or a part of their investment. Some statements in this report, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Forward-Looking Statements” starting on page 31.
Risks Related to Our Business and Operations
Global economic conditions could adversely affect our liquidity and financial condition.
General economic conditions and the cost and availability of capital may be adversely affected in some or all of the metropolitan areas in which we own properties and conduct our operations. Instability in the U.S., European and other international financial markets and economies may adversely affect our ability, and the ability of our tenants, to replace or renew maturing liabilities on a timely basis, access the capital markets to meet liquidity and capital expenditure requirements and may result in adverse effects on our, and our tenants’, businesses, financial condition and results of operations.
In addition, our access to funds under our global revolving credit facility depends on the ability of the lenders that are parties to such facilities to meet their funding commitments to us. We cannot assure you that long-term disruptions in the global economy and tighter credit conditions among, and potential failures or nationalizations of, third party financial institutions as a result of such disruptions will not have an adverse effect on our lenders. If our lenders are not able to meet their funding commitments to us, our business, results of operation, cash flows and financial condition could be adversely affected.

If we do not have sufficient cash flow to continue operating our business and are unable to borrow additional funds, access our existing lines of credit or raise equity or debt capital, we may need to find alternative ways to increase our liquidity. Such alternatives may include, without limitation, curtailing development activity, disposing of one or more of our properties possibly on disadvantageous terms or entering into or renewing leases on less favorable terms than we otherwise would.
Our business depends upon the demand for technology-related real estate.

Our portfolio of properties consists primarily of technology-related real estate and data center real estate in particular. A decrease in the demand for data center space, Internet gateway facilities or other technology-related real estate would have a greater adverse effect on our business and financial condition than if we owned a portfolio with a more diversified tenant base or less specialized use. Our substantial development activities make us particularly susceptible to general economic slowdowns, including recessions, as well as adverse developments in the corporate data center, Internet and data communications and broader technology industries. Any such slowdown or adverse development could lead to reduced corporate IT spending or reduced demand for data center space. Reduced demand could also result from business relocations, including to metropolitan areas that we do not currently serve. Changes in industry practice or in technology, such as virtualization technology, more efficient or miniaturization of computing or networking devices, or devices that require higher power densities than today’s devices, could also reduce demand for the physical data center space we provide or make the tenant improvements in our facilities obsolete or in need of significant upgrades to remain viable. In addition, the development of new technologies, the adoption of new industry standards or other factors could render many of our tenants’ current products and services obsolete or unmarketable and contribute to a downturn in their businesses, thereby increasing the likelihood that they default under their leases, become insolvent or file for bankruptcy.


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We may be unable to lease vacant or development space, renew leases, or re-lease space as leases expire.
At December 31, 2015, we owned approximately 1.3 million square feet of space under active development and approximately 1.3 million square feet of space held for future development. We intend to continue to add new space to our development inventory and to continue to develop additional space from this inventory. A portion of the space that we develop has been, and may continue to be, developed on a speculative basis, meaning that we do not have a signed lease for the space when we begin the development process. We also develop space specifically for tenants pursuant to leases signed prior to beginning the development process. In those cases, if we fail to meet our development obligations under those leases, these tenants may be able to terminate the leases and we would be required to find a new tenant for this space. In addition, in certain circumstances we lease data center facilities prior to their completion. If we fail to complete the facilities in a timely manner, the tenant may be entitled to terminate its lease, seek damages or penalties against us or pursue other remedies and we may be required to find a new tenant for the space. We cannot assure you that once we have developed space or land we will be able to successfully lease it at all, or at rates we consider favorable or expected at the time we commenced development. If we are not able to successfully lease the space that we develop, if development costs are higher than we currently estimate, or if lease rates are lower than expected when we began the project or are otherwise undesirable, our revenue and operating results could be adversely affected.
In addition, as of December 31, 2015, leases representing 13.3% of the square footage of the properties in our portfolio, excluding space held for development, were scheduled to expire through 2017, and an additional 9.1% of the net rentable square footage, excluding space held for development, was available to be leased. Some of this space may require substantial capital investment to meet the power and cooling requirements of our customers, or may no longer be suitable for their needs. In addition, we cannot assure you that leases will be renewed or that our properties will be re-leased at all, or at net effective rental rates equal to or above the current average net effective rental rates. If the rental rates for our properties decrease, our existing tenants do not renew their leases, we do not re-lease our available space, including newly developed space and space for which leases are scheduled to expire, or it takes longer for us to lease or re-lease this space or for rents to commence on this space, our financial condition, results of operations, cash flow, cash available for distribution and ability to satisfy our debt service obligations could be materially adversely affected.
Additionally, leasing space in one of our data centers typically involves a significant commitment of resources and due diligence on the part of our customers regarding the adequacy of our facilities. As a result, the leasing of data center space can have a long sales cycle, and we may expend significant time and resources in pursuing a particular transaction that may not result in revenue. Our inability to adequately manage the risks associated with the sales cycle may adversely affect our business, financial condition and results of operations.
Our growth depends on external sources of capital which are outside of our control.

In order for Digital Realty Trust, Inc. to maintain its qualification as a REIT, it is required under the Internal Revenue Code of 1986, as amended, which we refer to as the Code, to annually distribute at least 90% of its net taxable income, determined without regard to the dividends paid deduction and excluding any net capital gain. In addition, Digital Realty Trust, Inc. will be subject to income tax at regular corporate rates to the extent that it distributes less than 100% of its net taxable income, including any net capital gains. Digital Realty Trust, L.P. is required to make distributions to Digital Realty Trust, Inc. that will enable the latter to satisfy this distribution requirement and avoid income and excise tax liability. Because of these distribution requirements, we may not be able to fund future capital needs, including any necessary acquisition or development financing, from operating cash flow. Consequently, we rely on third-party sources to fund our capital needs.
Our access to third-party sources of capital depends on a number of factors, including general market conditions, the market’s perception of our business prospects and growth potential, our current and expected future earnings, funds from operations, our cash flow and cash distributions, and the market price per share of Digital Realty Trust, Inc.’s common stock. We cannot assure you that we will be able to obtain equity or debt financing at all or on terms favorable or acceptable to us. Any additional debt we incur will increase our leverage. Further, equity markets have experienced high volatility recently and we cannot assure you that we will be able to raise capital through the sale of equity securities at all or on favorable terms. Sales of equity on unfavorable terms could result in substantial dilution to Digital Realty Trust, Inc.’s common stockholders and Digital Realty Trust, L.P.’s unitholders. In addition, we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms.
If we cannot obtain capital from third-party sources, we may not be able to acquire or develop properties when strategic opportunities exist, satisfy our debt service obligations, pay cash dividends to Digital Realty Trust, Inc.’s stockholders or make distributions to Digital Realty Trust, L.P.’s unitholders.

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Declining real estate valuations and impairment charges could adversely affect our earnings and financial condition.

We review each of our properties for indicators that its carrying amount may not be recoverable. Examples of such indicators may include a significant decrease in the market price, a significant adverse change in how the property is being used or expected to be used based on the underwriting at the time of acquisition, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development, a change in our intended holding period due to our intention to sell an asset, or a history of operating or cash flow losses. When such impairment indicators exist, we review an estimate of the future undiscounted net cash flows (excluding interest charges) expected to result from the real estate investment’s use and eventual disposition and compare it to the carrying value of the property. We consider factors such as future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If our future undiscounted net cash flow evaluation indicates that we are unable to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property. These losses have a direct impact on our net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. A worsening real estate market may cause us to reevaluate the assumptions used in our impairment analysis. Impairment charges could adversely affect our financial condition, results of operations and cash available for distribution.
We depend on significant tenants, and many of our properties are single-tenant properties or are currently occupied by single tenants.
As of December 31, 2015, the 20 largest tenants in our property portfolio represented approximately 44% of the total annualized rent generated by our properties. Our largest tenants by annualized rent are subsidiaries of IBM, CenturyLink, Inc. (Savvis/Qwest), and Equinix Operating Company, Inc. In July 2013, IBM acquired SoftLayer Technologies, Inc. Including space leased by SoftLayer, IBM leased approximately 874,000 square feet of net rentable space as of December 31, 2015, representing approximately 7.5% of the total annualized rent generated by our properties. In 2011, CenturyLink, Inc. acquired Savvis Communications Corporation, or Savvis, and Qwest Communications International, Inc., or Qwest, which are our direct tenants. Savvis and Qwest are now wholly-owned subsidiaries of CenturyLink, Inc. CenturyLink, Inc. (Savvis/Qwest) leased approximately 2.3 million square feet of net rentable space as of December 31, 2015, representing approximately 6.1% of the total annualized rent generated by our properties. In addition, 57 of our 139 operating properties are occupied by single tenants, including properties occupied solely by IBM and CenturyLink, Inc. (Savvis/Qwest). Many factors, including global economic conditions, may cause our tenants to experience a downturn in their businesses or otherwise experience a lack of liquidity, which may weaken their financial condition and result in their failure to make timely rental payments or their default under their leases. If any tenant defaults or fails to make timely rent payments, we may experience delays in enforcing our rights as landlord and may incur substantial costs in protecting our investment.
Our tenants may choose to develop new data centers or expand their own existing data centers, which could result in the loss of one or more key tenants or reduce demand for our newly developed data centers, which could have a material adverse effect on our revenues and results of operations.
Our tenants may choose to develop new data centers or expand or consolidate into data centers that we do not own in the future. In the event that any of our key tenants were to do so, it could result in a loss of business to us or put pressure on our pricing. If we lose a tenant, we cannot assure you that we would be able to replace that tenant at a competitive rate or at all, which could have a material adverse effect on our revenues and results of operations.
The bankruptcy or insolvency of a major tenant may adversely affect the income produced by our properties.

If any tenant becomes a debtor in a case under the federal Bankruptcy Code, we cannot evict the tenant solely because of the bankruptcy. In addition, the bankruptcy court might authorize the tenant to reject and terminate its lease with us. Our claim against the tenant for unpaid, future rent would be subject to a statutory cap that might be substantially less than the remaining rent actually owed under the lease. In either case, our claim for unpaid rent would likely not be paid in full. Our revenue and cash available for distribution could be materially adversely affected if any of our significant tenants were to become bankrupt or insolvent, or suffer a downturn in its business, or fail to renew its lease or renew on terms less favorable to us than its current terms. As of February 26, 2016, we had no material tenants in bankruptcy.  

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Our contracts with our customers may adversely affect our earnings and financial condition.
In the ordinary course of business, we enter into agreements with our customers pursuant to which our customers lease or license data center space and power from us as well as purchase connectivity products. These contracts typically contain indemnification and liability provisions, in addition to service level commitments, which could potentially impose a significant cost on us in the event of losses arising out of certain breaches of such agreements, services to be provided by us or from third party claims. If such an event of loss occurred, we could be liable for significant monetary damages and could incur material legal fees in defending against such an action.
Our portfolio of properties depends upon local economic conditions and is geographically concentrated in certain locations.
Our portfolio is located in 33 metropolitan areas. Many of these areas have experienced downturns in recent years. We depend upon the local economic conditions in these areas, including local real estate conditions, and our operations, revenue and cash available for distribution could be materially adversely affected by a downturn in local economic conditions in these areas. Our operations may also be affected if too many competing properties are built in any of these areas or supply otherwise increases or exceeds demand. We cannot assure you that these areas will grow or will remain favorable to technology-related real estate such as our properties.

As of December 31, 2015, our portfolio, including the 14 properties held as investments in unconsolidated joint ventures, was geographically concentrated in the following metropolitan areas.
 
Metropolitan Area
Percentage of December 31, 2015 total annualized rent (1)
New York
12.5
%
Northern Virginia
11.3
%
Dallas
10.1
%
London, England
10.1
%
Silicon Valley
9.4
%
Chicago
7.4
%
Phoenix
6.2
%
San Francisco
4.9
%
Singapore
3.6
%
Boston
3.4
%
Atlanta
3.3
%
Seattle
2.8
%
Los Angeles
2.6
%
Other
12.4
%
Total
100.0
%
 
(1)
Annualized rent is monthly contractual rent (defined as cash base rent before abatements) under existing leases as of December 31, 2015, multiplied by 12. The aggregate amount of abatements for the year ended December 31, 2015 was approximately $26.2 million.
In addition, we are currently developing properties in certain of these metropolitan areas. Any negative changes in real estate, technology or economic conditions in these metropolitan areas in particular could negatively impact our performance.

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Our growth depends upon the successful development of our existing space and developable land and new properties acquired for development and any delays or unexpected costs in such development may delay and harm our growth prospects, future operating results and financial condition.
At December 31, 2015, we had approximately 1.3 million square feet of space under active development and approximately 1.3 million square feet of space held for future development. We have built and may continue to build out a large portion of this space on a speculative basis at significant cost. Our successful development of these projects is subject to many risks, including those associated with:
delays in construction;
budget overruns;
changes to the plans or specifications;
construction site accidents and other casualties;
increased prices for raw materials or building supplies;
lack of availability and/or increased costs for specialized data center components, including long lead time items such as generators;
financing availability, including our ability to obtain construction financing and permanent financing;
increases in interest rates or credit spreads;
labor availability and costs;
labor disputes and work stoppages with contractors, subcontractors or others that are constructing the project;
failure of contractors to perform on a timely basis or at all, or other misconduct on the part of contractors;
timing of the commencement of rental payments;
access to sufficient power and related costs of providing such power to our tenants;
environmental issues;
fire, flooding, earthquakes and other natural disasters;
geological, construction, excavation and equipment problems; and
delays or denials of entitlements or permits, including zoning and related permits, or other delays resulting from requirements of public agencies and utility companies.

In addition, while we intend to develop data center properties primarily in metropolitan areas we are familiar with, we may in the future develop properties in new geographic regions where we expect the development of property to result in favorable risk-adjusted returns on our investment. We may not possess the same level of familiarity with the development of properties in other metropolitan areas, which could adversely affect our ability to develop such properties successfully or at all or to achieve expected performance.
Development activities, regardless of whether they are ultimately successful, also typically require a substantial portion of our management’s time and attention. This may distract our management from focusing on other operational activities of our business. If we are unable to complete development projects successfully, our business may be adversely affected.
We may be unable to identify and complete acquisitions on favorable terms or at all.
We continually evaluate the market of available properties and businesses and may acquire additional real estate when opportunities exist. Our ability to acquire properties or businesses on favorable terms may be exposed to the following significant risks:
we may be unable to acquire a desired property or business because of competition from other real estate investors with significant capital, including both publicly traded REITs and institutional investment funds;
even if we are able to acquire a desired property or business, competition from other potential acquirors may significantly increase the purchase price or result in other less favorable terms;
even if we enter into agreements for the acquisition of real estate or businesses, these agreements are subject to customary conditions to closing, including completion of due diligence investigations to our satisfaction; and
we may be unable to finance acquisitions on favorable terms or at all.
Additionally, we may acquire properties or businesses subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown or contingent liabilities, such as liabilities for clean-up of undisclosed environmental

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contamination, claims by tenants, vendors or other persons dealing with the former owners of the properties or businesses, tax liabilities, claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties or businesses, and other liabilities whether incurred in the ordinary course of business or otherwise. The total amount of costs and expenses that we may incur with respect to liabilities associated with acquired properties or businesses may exceed our expectations, which may adversely affect our business, financial condition and results of operations.
 
Further, we have entered, and may in the future enter, into transactions with limited representations and warranties or with representations and warranties that do not survive the closing of such transactions, in which event we would have no or limited recourse against the sellers of such properties or businesses. While we usually require the sellers to indemnify us with respect to breaches of representations and warranties that survive, such indemnification is often limited and subject to various materiality thresholds, a significant deductible or an aggregate cap on losses. As a result, there is no guarantee that we will recover any amounts with respect to losses due to breaches by the sellers of their representations and warranties. Finally, indemnification agreements between us and the sellers typically provide that the sellers will retain certain specified liabilities relating to the properties or businesses acquired by us. While the sellers are generally contractually obligated to pay all losses and other expenses relating to such retained liabilities, there can be no guarantee that such arrangements will not require us to incur losses or other expenses as well.
If we cannot complete property or business acquisitions on favorable terms or at all, our financial condition, results of operations, cash flow, cash available for distribution and ability to satisfy our debt service obligations could be materially adversely affected.
We may be unable to successfully integrate and operate acquired properties or businesses.
Even if we are able to make acquisitions on advantageous terms, our ability to successfully operate them may be exposed to the following significant risks:
we may spend more than budgeted amounts to make necessary improvements or renovations to acquired properties;
we may be unable to integrate new acquisitions quickly and efficiently, particularly acquisitions of operating businesses or portfolios of properties, into our existing operations, and our results of operations and financial condition could be adversely affected;
acquired properties may be subject to reassessment, which may result in higher than expected property tax payments; and
market conditions may result in higher than expected vacancy rates and lower than expected rental rates on acquired properties.
If we cannot operate acquired properties or businesses to meet our financial expectations, our financial condition, results of operations, cash flow, cash available for distribution and ability to satisfy our debt service obligations could be materially adversely affected.
Our acquisition of Telx may not achieve its intended benefits or may disrupt our plans and operations.
There can be no assurance that we will be able to successfully integrate Telx with our business or otherwise realize the expected benefits of the acquisition of Telx. Our ability to realize the anticipated benefits of the acquisition depend, to a large extent, on our ability to integrate Telx with our business. The combination of two independent businesses can be a complex, costly and time-consuming process. Our business may be negatively impacted if we are unable to effectively manage our expanded operations. Further, the integration process requires significant time and focus from our management team and may divert attention from the day-to-day operations of our business.
The expected synergies from the acquisition of Telx may not be fully realized, which could result in increased costs and have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our common stock. In addition, the overall integration of the businesses may result in material unanticipated problems, expenses, liabilities, competitive responses and loss of customer relationships, among other potential adverse consequences.

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The risks of combining our businesses include, among others:
we may have underestimated the costs to make any necessary improvements to Telx’s properties;
Telx’s properties may be subject to reassessment, which may result in higher than expected tax payments;
we may face difficulties in integrating Telx’s employees and in retaining key personnel; and
we may face challenges in keeping existing Telx customers, including key magnet customers, which could adversely impact interconnection and colocation revenue.

 Many of these risks are outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenue and diversion of our management’s time and energy, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, even if our operations are integrated successfully with Telx’s operations, we may not realize the full benefits of the Telx Acquisition, including the synergies, operating efficiencies, or sales or growth opportunities that are expected. These benefits may not be achieved within the anticipated time frame or at all. All of these factors could decrease or delay any potential accretive effect of the Telx Acquisition and negatively impact the price of our common stock.
Due to the acquisition of Telx, we may be subject to unknown or contingent liabilities related to Telx for which we may have no or limited recourse against the sellers.
Telx may be subject to unknown or contingent liabilities for which we may have no or limited recourse against the sellers. Unknown or contingent liabilities might include liabilities for clean-up or remediation of environmental conditions, claims of customers, vendors or other persons dealing with the acquired entities, tax liabilities and other liabilities whether incurred in the ordinary course of business or otherwise. We have entered into an insurance policy with a syndicate of insurers providing for coverage for breaches of certain representations and warranties contained in the Agreement and Plan of Merger, subject to certain exclusions and a deductible. However, there can be no assurance that we will recover any amounts with respect to losses due to breaches of Telx’s representations and warranties. In addition, the total amount of costs and expenses that we may incur with respect to liabilities associated with Telx may exceed our expectations, which may adversely affect our business, financial condition and results of operations.
We may be unable to source off-market deal flow in the future.
A component of our growth strategy is to continue to acquire additional technology-related real estate. To date, a substantial portion of our acquisitions were acquired before they were widely marketed by real estate brokers, or “off-market.” Properties that are acquired off-market are typically more attractive to us as a purchaser because of the absence of competitive bidding, which could potentially lead to higher prices. We obtain access to off-market deal flow from numerous sources. If we cannot obtain off-market deal flow in the future, our ability to locate and acquire additional properties at attractive prices could be adversely affected.
We have substantial debt and face risks associated with the use of debt to fund our business activities, including refinancing and interest rate risks.
Our total consolidated indebtedness at December 31, 2015 was approximately $5.9 billion, and we may incur significant additional debt to finance future acquisition and development activities. As of December 31, 2015, we had a $2.0 billion global revolving credit facility, which had a borrowing limit that we may increase to up to $2.55 billion, subject to receipt of lender commitments and other conditions precedent. At December 31, 2015, approximately $0.9 billion was available under this facility, net of outstanding letters of credit. On January 15, 2016, we refinanced our global revolving credit facility. As of February 26, 2016, we had approximately $1.5 billion available under the refinanced global revolving credit facility, net of outstanding letters of credit.

Our substantial indebtedness has important consequences in that it currently requires us to dedicate a significant portion of our cash flow from operations to debt service payments, which reduces the availability of our cash flow to fund working capital, capital expenditures, expansion efforts, distributions and other general corporate purposes. Additionally, it could: make it more difficult for us to satisfy our obligations with respect to our indebtedness; limit our ability in the future to undertake refinancings of our debt or obtain financing for expenditures, acquisitions, development or other general corporate purposes on terms and conditions acceptable to us, if at all; or affect adversely our ability to compete effectively or operate successfully under adverse economic conditions.

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In addition, we may violate restrictive covenants or fail to maintain financial ratios specified in our loan documents, which would entitle the lenders to accelerate our debt obligations, and our secured lenders or mortgagees may foreclose on our properties or our interests in the entities that own the properties that secure their loans and receive an assignment of rents and leases. A foreclosure on one or more of our properties could adversely affect our access to capital, financial condition, results of operations, cash flow and cash available for distribution. Further, our default under any one of our loans could result in a cross default on other indebtedness. Furthermore, foreclosures could create taxable income without accompanying cash proceeds, a circumstance which could hinder Digital Realty Trust, Inc.’s ability to meet the REIT distribution requirements imposed by the Code.
Additional risks related to our indebtedness are described below.
We may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness. It is likely that we will need to refinance at least a portion of our outstanding debt as it matures. If we are unable to refinance or extend principal payments due at maturity or pay them with proceeds of other capital transactions, then our cash flow may not be sufficient in all years to repay all such maturing debt and to pay distributions. Further, if prevailing interest rates or other factors at the time of refinancing, such as the reluctance of lenders to make commercial real estate loans, result in higher interest rates upon refinancing, then the interest expense relating to that refinanced indebtedness would increase.
Fluctuations in interest rates could materially affect our financial results and may increase the risk our counterparty defaults on our interest rate hedges. Because a significant portion of our debt, including debt incurred under our global revolving credit facility, bears interest at variable rates, increases in interest rates could materially increase our interest expense. If the United States Federal Reserve increases short-term interest rates, this would have a significant upward impact on shorter-term interest rates, including the interest rates that our variable rate debt is based upon. Potential future increases in interest rates and credit spreads may increase our interest expense and therefore negatively affect our financial condition and results of operations, and reduce our access to capital markets. We have entered into interest rate swap agreements for a significant portion of our floating rate debt other than the debt we incur under our global revolving credit facility. Increased interest rates may increase the risk that the counterparties to our swap agreements will default on their obligations, which could further increase our exposure to interest rate fluctuations. Conversely, if interest rates are lower than our swapped fixed rates, we will be required to pay more for our debt than we would have had we not entered into the swap agreements.
Adverse changes in our company’s credit ratings could negatively affect our financing activity. The credit ratings of our senior unsecured long-term debt and Digital Realty Trust, Inc.’s preferred stock are based on our company’s operating performance, liquidity and leverage ratios, overall financial position and other factors employed by the credit rating agencies in their rating analyses of our company. Our company’s credit ratings can affect the amount of capital we can access, as well as the terms and pricing of any debt we may incur. We cannot assure you that our company will be able to maintain our current credit ratings, and in the event our current credit ratings are downgraded, we would likely incur higher borrowing costs and may encounter difficulty in obtaining additional financing. Also, a downgrade in our company’s credit ratings may trigger additional payments or other negative consequences under our current and future credit facilities and debt instruments. For example, if the credit ratings of our senior unsecured long-term debt are downgraded to below investment grade levels, we may not be able to obtain or maintain extensions on certain of our existing debt. Adverse changes in our credit ratings could negatively impact our refinancing and other capital market activities, our ability to manage our debt maturities, our future growth, our financial condition, the market price of Digital Realty Trust, Inc.’s stock, and our development and acquisition activity.

Our global revolving credit facility, term loan facility, Prudential shelf facility, 5.875% notes due 2020, 3.400% notes due 2020, 5.250% notes due 2021, 3.950% notes due 2022, 3.625% notes due 2022,4.75% notes due 2023, 4.250% guaranteed notes due 2025, and 4.750% notes due 2025 restrict our ability to engage in some business activities. Our global revolving credit facility, term loan facility and Prudential shelf facility contain negative covenants and other financial and operating covenants that, among other things:
restrict our ability to incur additional indebtedness;
restrict our ability to make certain investments;
restrict our ability to merge with another company;
restrict our ability to create, incur or assume liens; and
require us to maintain financial coverage ratios, including with respect to unencumbered assets.
In addition, the global revolving credit facility, the term loan facility and the Prudential shelf facility restrict Digital Realty Trust, Inc. from making distributions to its stockholders, or redeeming or otherwise repurchasing shares of its capital

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stock, after the occurrence and during the continuance of an event of default, except in limited circumstances including as necessary to enable Digital Realty Trust, Inc. to maintain its qualification as a REIT and to avoid the payment of income or excise tax.
In addition, our 5.875% notes due 2020, or the 5.875% 2020 notes, our 3.400% notes due 2020, or the 3.400% 2020 notes, our 5.250% notes due 2021, or the 2021 notes, our 3.950% notes due 2022, or the 3.950% 2022 notes, our 3.625% notes due 2022, or the 3.625% 2022 notes, our 4.75% notes due 2023, or the 2023 notes, our 4.250% notes due, or the 4.250% 2025 notes, and our 4.750% notes due 2025, or the 4.750% 2025 notes, are governed by indentures, which contain various restrictive covenants, including limitations on our ability to incur indebtedness and requirements to maintain a pool of unencumbered assets. These restrictions, and the restrictions in our global revolving credit facility, term loan facility, and Prudential shelf facility, could cause us to default on our 5.875% 2020 notes, 3.400% 2020 notes, 2021 notes, 3.950% 2022 notes, 3.625% 2022 notes, 2023 notes, 4.250% 2025 notes and 4.750% 2025 notes, global revolving credit facility, term loan facility or Prudential shelf facility, as applicable, or negatively affect our operations or our ability to pay dividends to Digital Realty Trust, Inc.’s stockholders or distributions to Digital Realty Trust, L.P.’s unitholders, which could have a material adverse effect on the market value of Digital Realty Trust, Inc.’s common stock and preferred stock.
 
Failure to hedge effectively against interest rate changes may adversely affect results of operations. We seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements, such as interest rate cap or swap lock agreements. These agreements involve risks, such as the risk that counterparties may fail to honor their obligations under these arrangements, that these arrangements may not be effective in reducing our exposure to interest rate changes and that a court could rule that such an agreement is not legally enforceable. Our policy is to use derivatives only to hedge interest rate risks related to our borrowings, not for speculative or trading purposes, and to enter into contracts only with major financial institutions based on their credit ratings and other factors. However, we may choose to change this policy in the future. Approximately 76% of our total indebtedness as of December 31, 2015 was subject to fixed interest rates or variable rates subject to interest rate swaps. We do not currently hedge our global revolving credit facility and as our borrowings under our global revolving credit facility increase, so will our percentage of indebtedness not subject to fixed rates and our exposure to interest rates increase. Hedging may reduce the overall returns on our investments. Failure to hedge effectively against interest rate changes may materially adversely affect our results of operations.
We have owned or managed certain of our properties for a limited time.
Our portfolio consisted of 139 properties at December 31, 2015, including eight Telx properties (of which two are owned and six properties are leased from third parties) and 14 properties held as investments in unconsolidated joint ventures. Forty-three of our properties have been under our management for less than five years. The properties may have characteristics or deficiencies unknown to us that could affect their valuation or revenue potential. We cannot assure you that the operating performance of the properties will not decline under our management.
We may have difficulty managing our growth.
We have significantly and rapidly expanded the size of our company. Our growth may significantly strain our management, operational and financial resources and systems. In addition, as a reporting company, we are subject to the reporting requirements of the Exchange Act and the Sarbanes-Oxley Act of 2002, or the Sarbanes-Oxley Act. The requirements of these rules and regulations will increase our accounting, legal and financial compliance costs and may strain our management and financial, legal and operational resources and systems. An inability to manage our growth effectively or the increased strain on our management of our resources and systems could result in deficiencies in our disclosure controls and procedures or our internal control over financial reporting and could negatively impact our cash available for distribution.


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Potential losses may not be covered by insurance.
We currently carry commercial general liability, property, business interruption, including loss of rental income, and other insurance policies to cover insurable risks to our company. We select policy specifications, insured limits and deductibles which we believe to be appropriate and adequate given the relative risk of loss, the cost of the coverage and standard industry practices. Our insurance policies contain industry standard exclusions and we do not carry insurance for generally uninsurable perils, such as loss from war or nuclear reaction. Although we purchase earthquake insurance, it is subject to high deductibles and a significant portion of our properties is located in seismically active zones such as California, which represents approximately 18% of our portfolio’s annualized rent as of December 31, 2015. One catastrophic event, for example, in California, could significantly impact multiple properties, the aggregate deductible amounts could be significant and the limits we purchase could prove to be insufficient, which could materially and adversely impact our business, financial condition and results of operations. Furthermore, a catastrophic regional event could also severely impact some of our insurers rendering them insolvent or unable to fully pay on claims despite their current financial strength. In addition, we may discontinue purchasing insurance against earthquake, flood or windstorm or other perils on some or all of our properties in the future if the cost of premiums for any of these policies exceeds, in our judgment, the value of the coverage relative to the risk of loss.
In addition, many of our buildings contain extensive and highly valuable technology-related improvements. Under the terms of our leases, tenants are obligated to maintain adequate insurance coverage applicable to such improvements and under most circumstances use their insurance proceeds to restore such improvements after a casualty event. In the event of a casualty or other loss involving one of our buildings with extensive installed tenant improvements, our tenants may have the right to terminate their leases if we do not rebuild the base building within prescribed times. In such cases, the proceeds from tenants’ insurance will not be available to us to restore the improvements, and our insurance coverage may be insufficient to replicate the technology-related improvements made by such tenants. Furthermore, the terms of our mortgage indebtedness at certain of our properties may require us to pay insurance proceeds over to our lenders under certain circumstances, rather than use the proceeds to repair the property. If we or one or more of our tenants experience a loss which is uninsured or which exceeds policy limits, we could lose the capital invested in the damaged properties as well as the anticipated future cash flows from those properties. In addition, if the damaged properties are subject to recourse indebtedness, we would continue to be liable for the indebtedness, even if these properties were irreparably damaged.
We face significant competition, which may decrease or prevent increases of the occupancy and rental rates of our properties.
We compete with numerous data center developers, owners and operators, many of whom own properties similar to ours in some of the same metropolitan areas where our properties are located, including CoreSite Realty Corporation, CyrusOne Inc., DuPont Fabros Technology, Inc., Equinix, Inc., QTS Realty Trust, Inc. and various local developers in the U.S., as well as Global Switch Holdings Limited and various regional operators in Europe, Asia and Australia. In addition, we may in the future face competition from new entrants into the data center market, including new entrants who may acquire our current competitors. Some of our competitors and potential competitors have significant advantages over us, including greater name recognition, longer operating histories, pre-existing relationships with current or potential customers, significantly greater financial, marketing and other resources and more ready access to capital which allow them to respond more quickly to new or changing opportunities. If our competitors offer space that our tenants or potential tenants perceive to be superior to ours based on numerous factors, including available power, security considerations, location, or connectivity, or if they offer rental rates below current market rates, or below the rental rates we are offering, we may lose tenants or potential tenants or be required to incur costs to improve our properties or reduce our rental rates. In addition, recently many of our competitors have developed and continue to develop additional data center space. If the supply of data center space continues to increase as a result of these activities or otherwise, rental rates may be reduced or we may face delays in leasing or be unable to lease our vacant space, including space that we develop.
 
Further, if tenants or potential tenants desire services that we do not offer, we may not be able to lease our space to those tenants. Our financial condition, results of operations, cash flow, cash available for distribution and ability to satisfy our debt service obligations could be materially adversely affected as a result of any or all of these factors.
Joint venture investments could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial condition and disputes between us and our co-venturers.
We currently, and may in the future, co-invest with third parties through partnerships, joint ventures or other entities, acquiring non-controlling interests in or sharing responsibility for managing the affairs of a property, partnership, joint venture or other entity. In these events, we are not in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity. Investments in partnerships, joint ventures, or other entities may, under certain

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circumstances, involve risks not present when a third party is not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions. Partners or co-venturers may have economic, tax or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Our joint venture partners may take actions that are not within our control, which would require us to dispose of the joint venture asset or transfer it to a taxable REIT subsidiary in order for Digital Realty Trust, Inc. to maintain its status as a REIT. Such investments may also lead to impasses, for example, as to whether to sell a property, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and effort on our day-to-day business. Consequently, actions by or disputes with partners or co-venturers may subject properties owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers. Each of these factors may result in returns on these investments being less than we expect or in losses and our financial and operating results may be adversely affected.
Our success depends on key personnel whose continued service is not guaranteed.
We depend on the efforts of key personnel of our company, particularly A. William Stein, Digital Realty Trust, Inc.’s Chief Executive Officer, Andrew P. Power, Digital Realty Trust, Inc.’s Chief Financial Officer, Jarrett Appleby, Digital Realty Trust, Inc.’s Chief Operating Officer and Scott Peterson, Digital Realty Trust, Inc.’s Chief Investment Officer. They are important to our success for many reasons, including that each has a national or regional reputation in our industry and the investment community that attracts investors and business and investment opportunities and assists us in negotiations with investors, lenders, existing and potential tenants and industry personnel. If we lost their services, our business and investment opportunities and our relationships with lenders and other capital markets participants, existing and prospective tenants and industry personnel could suffer. Many of our company’s other senior employees also have strong technology, finance and real estate industry reputations. As a result, we have greater access to potential acquisitions, financing, leasing and other opportunities, and are better able to negotiate with tenants. As the number of our competitors increases, it becomes more likely that a competitor would attempt to hire certain of these individuals away from our company. The loss of any of these key personnel would result in the loss of these and other benefits and could materially and adversely affect our results of operations.
Our properties may not be suitable for leasing to data center or traditional technology office tenants without significant expenditures or renovations.
Because many of our properties contain tenant improvements installed at our tenants’ expense, they may be better suited for a specific corporate enterprise data center user or technology industry tenant and could require significant modification in order for us to re-lease vacant space to another corporate enterprise data center user or technology industry tenant. The tenant improvements may also become outdated or obsolete as the result of technological change, the passage of time or other factors. In addition, our development space will generally require substantial improvement to be suitable for data center use. For the same reason, our properties also may not be suitable for leasing to traditional office tenants without significant expenditures or renovations. As a result, we may be required to invest significant amounts or offer significant discounts to tenants in order to lease or re-lease that space, either of which could adversely affect our financial and operating results.
Our data center infrastructure may become obsolete, and we may not be able to upgrade our power and cooling systems cost-effectively, or at all.
Our data center infrastructure may become obsolete due to the development of new systems to deliver power to or eliminate heat in our facilities. Additionally, our data center infrastructure could become obsolete as a result of the development of new server technology that does not require the levels of critical load and heat removal that our facilities are designed to provide and could be run less expensively on a different platform. In addition, our power and cooling systems are difficult and expensive to upgrade. Accordingly, we may not be able to efficiently upgrade or change these systems to meet new demands without incurring significant costs that we may not be able to pass on to our customers which could adversely impact our business, financial condition and results of operations.
Ownership of properties located outside of the United States subjects us to foreign currency and related risks which may adversely impact our ability to make distributions.
We owned 31 properties located outside of the United States at December 31, 2015. In addition, we are currently considering, and will in the future consider, additional international acquisitions.

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The ownership of properties located outside of the United States subjects us to risk from fluctuations in exchange rates between foreign currencies and the U.S. dollar. We expect that our principal foreign currency exposure will be to the British Pound, the Euro and the Singapore dollar. Changes in the relation of these currencies to the U.S. dollar will affect our revenues and operating margins, may materially adversely impact our financial condition, results of operations, cash flow, cash available for distribution and ability to satisfy our debt obligations.
We may attempt to mitigate some or all of the risk of currency fluctuation by financing our properties in the local currency denominations, although we cannot assure you that we will be able to do so or that this will be effective. We may also engage in direct hedging activities to mitigate the risks of exchange rate fluctuations in a manner consistent with our qualifications as a REIT, although we cannot assure you that we will be able to do so or that this will be effective.
Our international activities are subject to unique risks different than those faced by us in the United States and we may not be able to effectively manage our international business.
We have acquired and developed, and may continue to acquire and develop, properties outside the United States. Our foreign operations involve risks not generally associated with investments in the United States, including:
our limited knowledge of and relationships with sellers, tenants, contractors, suppliers or other parties in these metropolitan areas;
complexity and costs associated with managing international development and operations;
difficulty in hiring qualified management, sales and construction personnel and service providers in a timely fashion;
differing employment practices and labor issues;
multiple, conflicting and changing legal, regulatory, entitlement and permitting, and tax and treaty environments;
exposure to increased taxation, confiscation or expropriation;
currency transfer restrictions and limitations on our ability to distribute cash earned in foreign jurisdictions to the United States;
difficulty in enforcing agreements in non-U.S. jurisdictions, including those entered into in connection with our acquisitions or in the event of a default by one or more of our tenants, suppliers or contractors;
local business and cultural factors; and
political and economic instability, including sovereign credit risk, in certain geographic regions.
Our inability to overcome these risks could adversely affect our foreign operations and could harm our business and results of operations.
We face risks with our international acquisitions associated with investing in unfamiliar metropolitan areas.
We have acquired and may continue to acquire properties on a strategic and selective basis in international metropolitan areas that are new to us. When we acquire properties located in these metropolitan areas, we may face risks associated with a lack of market knowledge or understanding of the local economy and culture, forging new business relationships in the area and unfamiliarity with local government and permitting procedures. In addition, due diligence, transaction and structuring costs may be higher than those we may face in the United States. We work to mitigate such risks through extensive diligence and research and associations with experienced partners; however, we cannot assure you that all such risks will be eliminated.
Future consolidation in the technology industry could materially adversely affect our revenues by eliminating some of our potential tenants and could make us more dependent on a more limited number of tenants.
Mergers or consolidations of technology companies in the future could reduce the number of our tenants and potential tenants. If our tenants merge with or are acquired by other entities that are not our tenants, they may discontinue or reduce the use of our data centers in the future. Any of these developments could have a material adverse effect on our revenues and results of operations.
We depend on third parties to provide Internet connectivity to the tenants in our data centers and any delays or disruptions in connectivity may materially adversely affect our operating results and cash flow.
We are not a telecommunications carrier. Although our tenants generally are responsible for providing their own network connectivity, we still depend upon the presence of telecommunications carriers’ fiber networks serving the locations of our data centers in order to attract and retain tenants. We believe that the availability of carrier capacity will directly affect our ability to

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achieve our projected results. Any carrier may elect not to offer its services within our data centers. Any carrier that has decided to provide Internet connectivity to our data centers may not continue to do so for any period of time. Further, some carriers are experiencing business difficulties or have announced consolidations. As a result, some carriers may be forced to downsize or terminate connectivity within our data centers, which could have an adverse effect on the business of our tenants and, in turn, our own operating results.
Our new data centers require construction and operation of a sophisticated redundant fiber network. The construction required to connect multiple carrier facilities to our data centers is complex and involves factors outside of our control, including regulatory requirements and the availability of construction resources. We have started to obtain the right to use network resources owned by other companies, including rights to use dark fiber, in order to attract telecommunications carriers and customers to our portfolio. If the establishment of highly diverse Internet connectivity to our data centers does not occur, is materially delayed or is discontinued, or is subject to failure, our operating results and cash flow may be materially adversely affected. Additionally, any hardware or fiber failures on this network may result in significant loss of connectivity to our data centers. This could negatively affect our ability to attract new tenants or retain existing tenants, which could have an adverse effect on our business, financial condition and results of operations.
Failure to attract, grow and retain a balanced customer base, including key magnet customers, could harm our business and operating results.

Our ability to attract, grow and retain a balanced customer base, consisting of a variety of enterprises, including companies, such as financial services companies, and social, mobile, cloud, digital content and network service providers, some of which we consider to be key magnets drawing in other customers, may affect our ability to maximize our revenues. Balanced customer bases within each facility will enable us to better generate significant interconnection revenues, which in turn increases our overall revenues. Our ability to attract customers to our data centers will depend on a variety of factors, including our product offerings, the presence of carriers, the overall mix of customers, the presence of key customers attracting business through ecosystems, the data center’s operating reliability and security and our ability to effectively market our product offerings. Our inability to develop, provide or effectively execute any of these factors may hinder the development, growth and retention of a balanced customer base and adversely affect our business, financial condition and results of operations.
Any failure of our physical infrastructure or services could lead to significant costs and disruptions that could harm our business reputation and could adversely affect our earnings and financial condition.
Our business depends on providing customers with highly reliable service, including with respect to power supply, physical security and maintenance of environmental conditions. We may fail to provide such service as a result of numerous factors, including mechanical failure, power outage, human error, physical or electronic security breaches, war, terrorism and related conflicts or similar events worldwide, fire, earthquake, hurricane, flood and other natural disasters, sabotage and vandalism.
Problems at one or more of our data centers, whether or not within our control, could result in service interruptions or equipment damage. Substantially all of our customer leases include terms requiring us to meet certain service level commitments to our customers. Any failure to meet these commitments or any equipment damage in our data centers, including as a result of mechanical failure, power outage, human error or other reasons, could subject us to liability under our lease terms, including service level credits against customer rent payments, or, in certain cases of repeated failures, the right by the customer to terminate the lease. Service interruptions, equipment failures or security breaches may also expose us to additional legal liability and damage our brand and reputation, and could cause our customers to terminate or not renew their leases. In addition, we may be unable to attract new customers if we have a reputation for service disruptions, equipment failures or physical or electronic security breaches in our data centers. Any such failures could adversely affect our business, financial condition and results of operations.
We are dependent upon third-party suppliers for power and certain other services, and we are vulnerable to service failures of our third-party suppliers and to price increases by such suppliers.
We rely on third parties to provide power to our data centers, and we cannot ensure that these third parties will deliver such power in adequate quantities or on a consistent basis. If the amount of power available to us is inadequate to support our customer requirements, we may be unable to satisfy our obligations to our customers or grow our business. In addition, our data centers may be susceptible to power shortages and planned or unplanned power outages caused by these shortages. Power outages may last beyond our backup and alternative power arrangements, which would harm our customers and our business.

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Any loss of services or equipment damage could adversely affect both our ability to generate revenues and our operating results, and harm our reputation.
In addition, we may be subject to risks and unanticipated costs associated with obtaining power from various utility companies. Utilities that serve our data centers may be dependent on, and sensitive to price increases for, a particular type of fuel, such as coal, oil or natural gas. In addition, the price of these fuels and the electricity generated from them could increase as a result of proposed legislative measures related to climate change or efforts to regulate carbon emissions. Increases in the cost of power at any of our data centers would put those locations at a competitive disadvantage relative to data centers served by utilities that can provide less expensive power.
Even if we have additional space available for lease at any one of our data centers, our ability to lease this space to existing or new customers could be constrained by our ability to provide sufficient electrical power.
As current and future customers increase their power footprint in our facilities over time, the corresponding reduction in available power could limit our ability to increase occupancy rates or network density within our existing facilities. Furthermore, at certain of our data centers, our aggregate maximum contractual obligation to provide power and cooling to our customers may exceed the physical capacity at such data centers if customers were to quickly increase their demand for power and cooling. If we are not able to increase the available power and/or cooling or move the customer to another location within our data centers with sufficient power and cooling to meet such demand, we could lose the customer as well as be exposed to liability under our leases. In addition, our power and cooling systems are difficult and expensive to upgrade. Accordingly, we may not be able to efficiently upgrade or change these systems to meet new demands without incurring significant costs that we may not be able to pass on to our customers. Any such material loss of customers, liability or additional costs could adversely affect our business, financial condition and results of operations.

We may be vulnerable to breaches, or unauthorized access to or disruption, of our physical and information security infrastructure and systems, any of which could disrupt our operations and have a material adverse effect on our revenues and results of operations.

Security breaches, or disruption, of our physical or information technology infrastructure, networks and related management systems could result in, among other things, unauthorized access to our facilities, a breach of our and our customers’ networks, the misappropriation of our or our customers’ or their customers’ proprietary or confidential information, interruptions or malfunctions in our or our customers’ operations, delays or interruptions to our ability to meet customer needs, breach of our legal, regulatory or contractual obligations, inability to access or rely upon critical business records or other disruptions in our operations. We may be required to expend significant financial resources to protect against or to remediate such security breaches. We may not be able to implement security measures in a timely manner or, if and when implemented, these measures could be circumvented. Any breaches that may occur could expose us to increased risk of lawsuits, potential violations of applicable privacy and other laws, loss of existing or potential customers, harm to our reputation and increases in our security and insurance costs, which could have a material adverse effect on our revenues and results of operations.
Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.
Because real estate investments are relatively illiquid and because there may be even fewer buyers for our specialized real estate, our ability to promptly sell properties in our portfolio in response to adverse changes in their performance may be limited, which may harm our financial condition. Further, Digital Realty Trust, Inc. is subject to provisions in the Code that limit a REIT’s ability to dispose of properties, which limitations are not applicable to other types of real estate companies. While Digital Realty Trust, Inc. has exclusive authority under Digital Realty Trust, L.P.’s limited partnership agreement to determine whether, when, and on what terms to sell a property, any such decision would require the approval of Digital Realty Trust, Inc.’s board of directors. See “Risks Related to Our Organizational Structure—Tax consequences upon sale or refinancing.” These limitations may affect our ability to sell properties. This lack of liquidity and the Code restrictions may limit our ability to vary our portfolio promptly in response to changes in economic or other conditions and, as a result, could adversely affect our financial condition, results of operations, cash flow, cash available for distribution and ability to access capital necessary to meet our debt payments and other obligations.
We could incur significant costs related to government regulation and private litigation over environmental matters, including existing conditions at some of our properties.


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Under various laws relating to the protection of the environment, a current or previous owner or operator of real estate may be liable for contamination resulting from the presence or discharge of hazardous or toxic substances at a property, and may be required to investigate and clean up such contamination at or emanating from a property. Such laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the presence of the contaminants, and the liability may be joint and several. The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, or CERCLA, established a regulatory and remedial program intended to provide for the investigation and clean-up of facilities where, or from which, a release of any hazardous substance into the environment has occurred or is threatened. CERCLA’s primary mechanism for remedying such problems is to impose strict joint and several liability for clean-up of facilities on current owners and operators of the site, former owners and operators of the site at the time of the disposal of the hazardous substances, any person who arranges for the transportation, disposal or treatment of the hazardous substances, and the transporters who select the disposal and treatment facilities, regardless of the care exercised by such persons. CERCLA also imposes liability for the cost of evaluating and remedying any damage to natural resources. The costs of CERCLA investigation and clean-up can be very substantial. CERCLA also authorizes the imposition of a lien in favor of the United States on all real property subject to, or affected by, a remedial action for all costs for which a party is liable. Subject to certain procedural restrictions, CERCLA gives a responsible party the right to bring a contribution action against other responsible parties for their allocable shares of investigative and remedial costs. Our ability to obtain reimbursement from others for their allocable shares of such costs would be limited by our ability to find other responsible parties and prove the extent of their responsibility, their financial resources, and other procedural requirements. Various state laws also impose strict joint and several liability for investigation, clean-up and other damages associated with hazardous substance releases.

Previous owners used some of our properties for industrial and retail purposes, so those properties may contain some level of environmental contamination. Independent environmental consultants have conducted Phase I or similar environmental site assessments on all of the properties in our portfolio. Site assessments are intended to discover and evaluate information regarding the environmental condition of the surveyed property and surrounding properties. These assessments do not generally include soil samplings, subsurface investigations or an asbestos survey and the assessments may fail to reveal all environmental conditions, liabilities or compliance concerns. In addition, material environmental conditions, liabilities or compliance concerns may have arisen after these reviews were completed or may arise in the future. We could be held jointly and severally liable under CERCLA and various state laws for the investigation and remediation of environmental contamination caused by previous owners or operators. Fuel storage tanks are present at most of our properties, and if releases were to occur, we may be liable for the costs of cleaning any resulting contamination. The presence of contamination or the failure to remediate contamination at our properties may expose us to third-party liability or materially adversely affect our ability to sell, lease or develop the real estate or to borrow using the real estate as collateral.

In addition, some of our tenants, particularly those in the biotechnology and life sciences industry and those in the technology manufacturing industry, routinely handle hazardous substances and wastes as part of their operations at our properties. Environmental laws and regulations subject our tenants, and potentially us, to liability resulting from these activities or from previous industrial or retail uses of those properties. We could be held jointly and severally liable under CERCLA and various state laws for the investigation and remediation of hazardous substances releases by our tenants. Environmental liabilities could also affect a tenant’s ability to make rental payments to us. We cannot assure you that costs of investigation and remediation of environmental matters will not affect our ability to pay dividends to Digital Realty Trust, Inc.’s stockholders and distributions to Digital Realty Trust, L.P.’s unitholders or that such costs or other remedial measures will not have a material adverse effect on our business, assets or results of operations.

Some of the properties may contain asbestos-containing building materials. Environmental laws require that asbestos-containing building materials be properly managed and maintained, and may impose fines and penalties on building owners or operators for failure to comply with these requirements. These laws may also allow third parties to seek recovery from owners or operators for personal injury associated with exposure to asbestos-containing building materials.

Our properties and their uses often require permits from various government agencies, including permits related to zoning and land use, such as permits to operate data center facilities. Certain permits from state or local environmental regulatory agencies, including regulators of air quality, are usually required to install and operate diesel-powered generators, which provide emergency back-up power at most of our facilities. These permits often set emissions limits for certain air pollutants, including oxides of nitrogen. In addition, various federal, state, and local environmental, health and safety requirements, such as fire requirements and treated and storm water discharge requirements, apply to some of our properties. Changes to applicable regulations, such as air quality regulations, or the permit requirements for equipment at our facilities, could hinder or prevent our construction or operation of data center facilities. Also, drought conditions in certain markets have resulted in water usage

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restrictions and proposals to further restrict water usage.  Our data center facilities could face restrictions on water usage, water efficiency mandates, or higher water prices.

The environmental laws and regulations to which our properties are subject may change in the future, and new laws and regulations may be created. Future laws, ordinances or regulations may impose additional material environmental liability. Such laws include those directly regulating our climate change impacts and those which regulate the climate change impacts of companies with which we do business, such as utilities providing our facilities with electricity. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Factors Which May Influence Future Results of Operations — Climate change legislation.” We do not know if or how the requirements will change, but changes may require that we make significant unanticipated expenditures, and such expenditures may materially adversely impact our financial condition, cash flow, results, cash available for distributions, common stock’s per share trading price, our competitive position and ability to satisfy our debt service obligations.

Our properties may contain or develop harmful mold or suffer from other air quality issues, which could lead to liability for adverse health effects and costs to remedy the problem.
When excessive moisture accumulates in buildings or on building materials, mold may grow, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Indoor air quality issues can also stem from inadequate ventilation, chemical contamination from indoor or outdoor sources and other biological contaminants such as pollen, viruses and bacteria. Indoor exposure to airborne toxins or irritants above certain levels can be alleged to cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold or other airborne contaminants at any of our properties could require us to undertake a costly remediation program to contain or remove the mold or other airborne contaminants from the affected property or increase indoor ventilation. In addition, the presence of significant mold or other airborne contaminants could expose us to liability from our tenants, employees of our tenants and others if property damage or health concerns arise.
We may incur significant costs complying with the Americans with Disabilities Act and similar laws.
Under the Americans with Disabilities Act of 1990, or the ADA, all public accommodations must meet federal requirements related to access and use by disabled persons. We have not conducted an audit or investigation of all of our properties to determine our compliance with the ADA. If one or more of the properties in our portfolio does not comply with the ADA, then we would be required to incur additional costs to bring the property into compliance. Additional federal, state and local laws also may require modifications to our properties, or restrict our ability to renovate our properties. We cannot predict the ultimate cost of compliance with the ADA or other legislation. If we incur substantial costs to comply with the ADA and any other similar legislation, our financial condition, results of operations, cash flow, cash available for distribution and ability to satisfy our debt service obligations could be materially adversely affected.
We may incur significant costs complying with other regulations.
The properties in our portfolio are subject to various federal, state and local regulations, such as state and local fire and life safety regulations. If we fail to comply with these various regulations, we may have to pay fines or private damage awards. In addition, we do not know whether existing regulations will change or whether future regulations will require us to make significant unanticipated expenditures that will materially adversely impact our financial condition, results of operations, cash flow, cash available for distribution and ability to satisfy our debt service obligations.
Our business could be adversely impacted if there are deficiencies in our disclosure controls and procedures or internal control over financial reporting.
The design and effectiveness of our disclosure controls and procedures and internal control over financial reporting may not prevent all errors, misstatements or misrepresentations. While management will continue to review the effectiveness of our disclosure controls and procedures and internal control over financial reporting, there can be no guarantee that our internal control over financial reporting will be effective in accomplishing all control objectives all of the time. Furthermore, our disclosure controls and procedures and internal control over financial reporting with respect to entities that we do not control or manage may be substantially more limited than those we maintain with respect to the subsidiaries that we have controlled or managed over the course of time. Deficiencies, including any material weakness, in our internal control over financial reporting which may occur in the future could result in misstatements of our results of operations, restatements of our financial statements, a decline in Digital Realty Trust, Inc.’s stock price, or otherwise materially adversely affect our business, reputation, results of operations, financial condition or liquidity.

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Risks Related to Our Organizational Structure
Digital Realty Trust, Inc.’s duty to its stockholders may conflict with the interests of Digital Realty Trust, L.P.’s unitholders.
Conflicts of interest may exist or could arise in the future as a result of the relationships between Digital Realty Trust, Inc. and its affiliates, on the one hand, and our operating partnership or any partner thereof, on the other. Digital Realty Trust, Inc.’s directors and officers have duties to Digital Realty Trust, Inc. and its stockholders under Maryland law in connection with their management of our company. At the same time, Digital Realty Trust, Inc., as general partner, has fiduciary duties under Maryland law to our operating partnership and to the limited partners in connection with the management of our operating partnership. Digital Realty Trust, Inc.’s duties as general partner to our operating partnership and its partners may come into conflict with the duties of Digital Realty Trust, Inc.’s directors and officers to Digital Realty Trust, Inc. and its stockholders. Under Maryland law, a general partner of a Maryland limited partnership owes its limited partners the duties of loyalty and care, which must be discharged consistently with the obligation of good faith and fair dealing, unless the partnership agreement provides otherwise. The partnership agreement of our operating partnership provides that for so long as Digital Realty Trust, Inc. owns a controlling interest in our operating partnership, any conflict that cannot be resolved in a manner not adverse to either Digital Realty Trust, Inc.’s stockholders or the limited partners will be resolved in favor of Digital Realty Trust, Inc.’s stockholders.
The provisions of Maryland law that allow the fiduciary duties of a general partner to be modified by a partnership agreement have not been tested in a court of law, and we have not obtained an opinion of counsel covering the provisions set forth in the partnership agreement that purport to waive or restrict Digital Realty Trust, Inc.’s fiduciary duties.

Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders are also subject to the following additional conflict of interest:
Tax consequences upon sale or refinancing. Sales of properties and repayment of certain indebtedness will affect holders of common units in our operating partnership and Digital Realty Trust, Inc.’s stockholders differently. Consequently, these holders of common units in our operating partnership may have different objectives regarding the appropriate pricing and timing of any such sale or repayment of debt. While Digital Realty Trust, Inc. has exclusive authority under the limited partnership agreement of our operating partnership to determine when to refinance or repay debt or whether, when, and on what terms to sell a property, any such decision generally would require the approval of Digital Realty Trust, Inc.’s board of directors. Certain of Digital Realty Trust, Inc.’s directors and executive officers could exercise their influence in a manner inconsistent with the interests of some, or a majority, of Digital Realty Trust, L.P.’s unitholders, including in a manner which could prevent completion of a sale of a property or the repayment of indebtedness.
Digital Realty Trust, Inc.’s charter, Digital Realty Trust, L.P.’s partnership agreement and Maryland law contain provisions that may delay, defer or prevent a change of control transaction.
Digital Realty Trust, Inc.’s charter and the articles supplementary with respect to the preferred stock contain 9.8% ownership limits. Digital Realty Trust, Inc.’s charter, subject to certain exceptions, authorizes the company’s directors to take such actions as are necessary and desirable to preserve the company’s qualification as a REIT and to limit any person to actual or constructive ownership of no more than 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding shares of the company’s common stock, 9.8% (by value or by number of shares, whichever is more restrictive) of the outstanding shares of any series of preferred stock and 9.8% of the value of the company’s outstanding capital stock. Digital Realty Trust, Inc.’s board of directors, in its sole discretion, may exempt (prospectively or retroactively) a proposed transferee from the ownership limit. However, Digital Realty Trust, Inc.’s board of directors may not grant an exemption from the ownership limit to any proposed transferee whose direct or indirect ownership of more than 9.8% of the outstanding shares of the company’s common stock, more than 9.8% of the outstanding shares of any series of preferred stock or more than 9.8% of the value of the company’s outstanding capital stock could jeopardize the company’s status as a REIT. These restrictions on transferability and ownership will not apply if Digital Realty Trust, Inc.’s board of directors determines that it is no longer in the company’s best interests to attempt to qualify, or to continue to qualify, as a REIT or that compliance is no longer required for REIT qualification. The ownership limit may delay, defer or prevent a transaction or a change of control that might be in the best interest of Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders.
Digital Realty Trust, L.P.’s partnership agreement contains provisions that may delay, defer or prevent a change of control transaction. Digital Realty Trust, L.P.’s partnership agreement provides that Digital Realty Trust, Inc. may not engage in any merger, consolidation or other combination with or into another person, any sale of all or substantially all of its assets or any reclassification, recapitalization or change of its outstanding equity interests unless the transaction is approved by the

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holders of common units and long term incentive units representing at least 35% of the aggregate percentage interests of all holders of common units and long-term incentive units and either:
all limited partners will receive, or have the right to elect to receive, for each common unit an amount of cash, securities or other property equal to the product of the number of shares of Digital Realty Trust, Inc. common stock into which a common unit is then exchangeable and the greatest amount of cash, securities or other property paid in consideration of each share of Digital Realty Trust, Inc. common stock in connection with the transaction (provided that, if, in connection with the transaction, a purchase, tender or exchange offer is made to and accepted by the holders of more than 50% of the shares of Digital Realty Trust, Inc. common stock, each holder of common units will receive, or have the right to elect to receive, the greatest amount of cash, securities or other property which such holder would have received if it exercised its right to redemption and received shares of Digital Realty Trust, Inc. common stock in exchange for its common units immediately prior to the expiration of such purchase, tender or exchange offer and thereupon accepted such purchase, tender or exchange offer and the transaction was then consummated); or
the following conditions are met:
substantially all of the assets directly or indirectly owned by the surviving entity in the transaction are held directly or indirectly by Digital Realty Trust, L.P. or another limited partnership or limited liability company which is the survivor of a merger, consolidation or combination of assets with Digital Realty Trust, L.P., or the surviving partnership;
the holders of common units and long-term incentive units own a percentage interest of the surviving partnership based on the relative fair market value of Digital Realty Trust, L.P.’s net assets and the other net assets of the surviving partnership immediately prior to the consummation of such transaction;
the rights, preferences and privileges of the holders of interests in the surviving partnership are at least as favorable as those in effect immediately prior to the consummation of such transaction and as those applicable to any other limited partners or non-managing members of the surviving partnership; and
the rights of the limited partners or non-managing members of the surviving partnership include at least one of the following: (i) the right to redeem their interests in the surviving partnership for the consideration available to such persons pursuant to Digital Realty Trust, L.P.’s partnership agreement; or (ii) the right to redeem their interests for cash on terms equivalent to those in effect with respect to their common units immediately prior to the consummation of such transaction (or, if the ultimate controlling person of the surviving partnership has publicly traded common equity securities, for such common equity securities, with an exchange ratio based on the determination of relative fair market value of such securities and the shares of Digital Realty Trust, Inc. common stock).
These provisions may discourage others from trying to acquire control of Digital Realty Trust, Inc. and may delay, defer or prevent a change of control transaction that might be beneficial to Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders.
The change of control conversion features of Digital Realty Trust, Inc.’s preferred stock may make it more difficult for a party to take over our company or discourage a party from taking over our company.

Upon the occurrence of specified change of control transactions, holders of our series E preferred stock, series F preferred stock, series G preferred stock, series H preferred stock and series I preferred stock will have the right (unless, prior to the change of control conversion date, we have provided or provide notice of our election to redeem such preferred stock) to convert some or all of their series E preferred stock, series F preferred stock, series G preferred stock, series H preferred stock or series I preferred stock, as applicable, into shares of our common stock (or equivalent value of alternative consideration), subject to caps set forth in the articles supplementary governing the applicable series of preferred stock. The change of control conversion features of the series E preferred stock, series F preferred stock, series G preferred stock, series H preferred stock and series I preferred stock may have the effect of discouraging a third party from making an acquisition proposal for our company or of delaying, deferring or preventing certain change of control transactions of our company under circumstances that otherwise could provide the holders of our common stock, series E preferred stock, series F preferred stock, series G preferred stock, series H preferred stock and series I preferred stock with the opportunity to realize a premium over the then-current market price or that stockholders may otherwise believe is in their best interests.

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Digital Realty Trust, Inc. could increase or decrease the number of authorized shares of stock and issue stock without stockholder approval.
Digital Realty Trust, Inc.’s charter authorizes the company’s board of directors, without stockholder approval, to amend the charter from time to time to increase or decrease the aggregate number of authorized shares of stock or the number of authorized shares of stock of any class or series, to issue authorized but unissued shares of the company’s common stock or preferred stock and, subject to the voting rights of holders of preferred stock, to classify or reclassify any unissued shares of the company’s common stock or preferred stock into other classes of series of stock and to set the preferences, rights and other terms of such classified or reclassified shares. Although Digital Realty Trust, Inc.’s board of directors has no such intention at the present time, it could establish an additional class or series of preferred stock that could, depending on the terms of such class or series, delay, defer or prevent a transaction or a change of control that might be in the best interest of Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders.
Certain provisions of Maryland law could inhibit changes in control. Certain provisions of the Maryland General Corporation Law, or MGCL, may have the effect of impeding a third party from making a proposal to acquire Digital Realty Trust, Inc. or of impeding a change of control under circumstances that otherwise could be in the best interests of Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders, including:
“business combination” provisions that, subject to limitations, prohibit certain business combinations between Digital Realty Trust, Inc. and an “interested stockholder” (defined generally as any person who beneficially owns, directly or indirectly, 10% or more of the voting power of the company’s outstanding shares of voting stock or an affiliate or associate of the company who, at any time within the two-year period prior to the date in question, was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the company’s then outstanding shares of stock) or an affiliate thereof for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter imposes special appraisal rights and supermajority voting requirements on these combinations; and
“control share” provisions that provide that “control shares” of Digital Realty Trust, Inc. (defined as shares which, when aggregated with other shares controlled by the stockholder (except solely by virtue of a revocable proxy), entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a “control share acquisition” (defined as the direct or indirect acquisition of ownership or control of issued and outstanding “control shares”) have no voting rights except to the extent approved by the company’s stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.
Digital Realty Trust, Inc. has opted out of these provisions of the MGCL, in the case of the business combination provisions of the MGCL by resolution of its board of directors, and in the case of the control share provisions of the MGCL pursuant to a provision in its bylaws. However, Digital Realty Trust, Inc.’s board of directors may by resolution elect to opt in to the business combination provisions of the MGCL and the company may, by amendment to its bylaws, opt in to the control share provisions of the MGCL in the future.
The provisions of Digital Realty Trust, Inc.’s charter on removal of directors and the advance notice provisions of Digital Realty Trust, Inc.’s bylaws could delay, defer or prevent a transaction or a change of control of the company that might be in the best interest of Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders. Likewise, if Digital Realty Trust, Inc.’s board of directors were to opt in to the business combination provisions of the MGCL or the provisions of Title 3, Subtitle 8 of the MGCL not currently applicable to the company, or if the provision in the Digital Realty Trust, Inc.’s bylaws opting out of the control share acquisition provisions of the MGCL were rescinded, these provisions of the MGCL could have similar anti-takeover effects.

The conversion rights of Digital Realty Trust, Inc.’s preferred stock may be detrimental to holders of Digital Realty Trust, Inc.’s common stock.

Digital Realty Trust, Inc. currently has 11,500,000 shares of 7.000% series E cumulative redeemable preferred stock outstanding, 7,300,000 shares of 6.625% series F cumulative redeemable preferred stock outstanding, 10,000,000 shares of 5.875% series G cumulative redeemable preferred stock outstanding, 14,600,000 shares of 7.375% series H cumulative redeemable preferred stock and 10,000,000 shares of 6.350% series I cumulative redeemable preferred stock outstanding, which may be converted into Digital Realty Trust, Inc. common stock upon the occurrence of limited specified change in control transactions. The conversion of series E preferred stock, series F preferred stock, series G preferred stock, series H preferred stock or series I preferred stock for Digital Realty Trust, Inc. common stock would dilute stockholder ownership in Digital

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Realty Trust, Inc. and unitholder ownership in Digital Realty Trust, L.P., and could adversely affect the market price of Digital Realty Trust, Inc. common stock and could impair our ability to raise capital through the sale of additional equity securities.
Digital Realty Trust, Inc.’s board of directors may change our investment and financing policies without stockholder approval or approval of Digital Realty Trust, L.P.’s other partners and we may become more highly leveraged, which may increase our risk of default under our debt obligations.
Digital Realty Trust, Inc.’s board of directors adopted a policy limiting our indebtedness to 60% of our total enterprise value. Our total enterprise value is defined as the sum of the market value of Digital Realty Trust, Inc.’s outstanding common stock (which may decrease, thereby increasing our debt to total capitalization ratio), excluding options issued under our incentive award plans, plus the aggregate value of Digital Realty Trust, L.P. units not held by Digital Realty Trust, Inc. (with the per unit value equal to the market value of one share of Digital Realty Trust, Inc. common stock and excluding long-term incentive units and Class C units), plus the liquidation preference of Digital Realty Trust, Inc.’s outstanding preferred stock, plus the book value of our total consolidated indebtedness. However, the organizational documents of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. do not limit the amount or percentage of indebtedness, funded or otherwise, that we may incur. Digital Realty Trust, Inc.’s board of directors may alter or eliminate our current policy on borrowing at any time without stockholder or unitholder approval. If this policy changed, we could become more highly leveraged which could result in an increase in our debt service and which could materially adversely affect our cash flow and our ability to pay dividends to Digital Realty Trust, Inc.’s stockholders or distributions to Digital Realty Trust, L.P.’s unitholders. Higher leverage also increases the risk of default on our obligations.
Digital Realty Trust, Inc.’s rights and the rights of its stockholders to take action against its directors and officers are limited.
Maryland law provides that Digital Realty Trust, Inc.’s directors have no liability in their capacities as directors if they perform their duties in good faith, in a manner they reasonably believe to be in the company’s best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. As permitted by the MGCL, Digital Realty Trust, Inc.’s charter limits the liability of the company’s directors and officers to the company and its stockholders for money damages, except for liability resulting from:
actual receipt of an improper benefit or profit in money, property or services; or
a final judgment based upon a finding of active and deliberate dishonesty by the director or officer that was material to the cause of action adjudicated.
In addition, Digital Realty Trust, Inc.’s charter authorizes the company to obligate itself, and the company’s bylaws require it, to indemnify the company’s directors and officers for actions taken by them in those capacities and to pay or reimburse their reasonable expenses in advance of final disposition of a proceeding to the maximum extent permitted by Maryland law and Digital Realty Trust, Inc. has entered into indemnification agreements with its officers and directors. As a result, Digital Realty Trust, Inc. and its stockholders may have more limited rights against its directors and officers than might otherwise exist under common law. Accordingly, in the event that actions taken in good faith by any of Digital Realty Trust, Inc.’s directors or officers impede the performance of the company, the company’s stockholders’ ability to recover damages from that director or officer will be limited.
Risks Related to Taxes and Digital Realty Trust, Inc.’s Status as a REIT
Failure to qualify as a REIT would have significant adverse consequences to Digital Realty Trust, Inc. and its stockholders and to Digital Realty Trust, L.P. and its unitholders.
Digital Realty Trust, Inc. has operated and intends to continue operating in a manner that it believes will allow it to qualify as a REIT for federal income tax purposes under the Code. Digital Realty Trust, Inc. has not requested and does not plan to request a ruling from the IRS that it qualifies as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury Regulations that have been promulgated under the Code is greater in the case of a REIT that, like Digital Realty Trust, Inc., holds its assets through a partnership. The determination of various factual matters and circumstances not entirely within Digital Realty Trust, Inc.’s control may affect its ability to qualify as a REIT. In order to qualify as a REIT, Digital Realty Trust, Inc. must satisfy a number of requirements, including requirements regarding the ownership of its stock, requirements regarding the composition of its assets and a requirement that at least 95% of its gross income in any year must be derived from qualifying sources, such as “rents from real property.” Also, Digital Realty Trust, Inc. must make distributions to stockholders aggregating annually at least 90% of its net taxable income, excluding any net capital gains.

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If Digital Realty Trust, Inc. loses its REIT status, it will face serious tax consequences that would substantially reduce its cash available for distribution, including cash available to pay dividends to its stockholders, for each of the years involved because:
Digital Realty Trust, Inc. would not be allowed a deduction for dividends paid to stockholders in computing its taxable income and would be subject to federal income tax at regular corporate rates;
Digital Realty Trust, Inc. also could be subject to the federal alternative minimum tax and possibly increased state and local taxes; and
unless Digital Realty Trust, Inc. is entitled to relief under applicable statutory provisions, it could not elect to be taxed as a REIT for four taxable years following the year during which it was disqualified.
In addition, if Digital Realty Trust, Inc. fails to qualify as a REIT, it will not be required to make distributions to stockholders, and accordingly, distributions Digital Realty Trust, L.P. makes to its unitholders could be similarly reduced. As a result of all these factors, Digital Realty Trust, Inc.’s failure to qualify as a REIT also could impair our ability to expand our business and raise capital, and would materially adversely affect the value of Digital Realty Trust, Inc.’s stock and Digital Realty Trust, L.P.’s units.
In certain circumstances, Digital Realty Trust, Inc. may be subject to federal and state taxes as a REIT, which would reduce its cash available for distribution to its stockholders.
Even if Digital Realty Trust, Inc. qualifies as a REIT for federal income tax purposes, it may be subject to some federal, state and local taxes on its income or property and, in certain cases, a 100% penalty tax, in the event it sells property as a dealer. In addition, our domestic corporate subsidiary, Digital Services, Inc., which is a taxable REIT subsidiary of Digital Realty Trust, Inc., could be subject to federal and state taxes, and our foreign properties and companies are subject to tax in the jurisdictions in which they operate and are located. Any federal, state or other taxes Digital Realty Trust, Inc. pays will reduce its cash available for distribution to stockholders.
To maintain Digital Realty Trust, Inc.’s REIT status, we may be forced to borrow funds during unfavorable market conditions.
To qualify as a REIT, Digital Realty Trust, Inc. generally must distribute to its stockholders at least 90% of its net taxable income each year, excluding capital gains, and Digital Realty Trust, Inc. will be subject to regular corporate income taxes to the extent that it distributes less than 100% of its net taxable income each year. In addition, Digital Realty Trust, Inc. will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by Digital Realty Trust, Inc. in any calendar year are less than the sum of 85% of its ordinary income, 95% of its capital gain net income and 100% of its undistributed income from prior years. While historically Digital Realty Trust, Inc. has satisfied these distribution requirements by making cash distributions to its stockholders, a REIT is permitted to satisfy these requirements by making distributions of cash or other property. We may need to borrow funds for Digital Realty Trust, Inc. to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These borrowing needs could result from differences in timing between the actual receipt of cash and inclusion of income for federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments.
Dividends payable by REITs do not qualify for the reduced tax rates available for some dividends.
Income from “qualified dividends” payable to U.S. stockholders that are individuals, trusts and estates are generally subject to tax at preferential rates. Dividends payable by REITs, however, generally are not eligible for the preferential tax rates applicable to qualified dividend income. Although these rules do not adversely affect the taxation of REITs or dividends payable by REITs, to the extent that the preferential rates continue to apply to regular corporate qualified dividends, investors who are individuals, trusts and estates may perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could materially and adversely affect the value of the shares of REITs, including the per share trading price of Digital Realty Trust, Inc.’s capital stock.
The tax imposed on REITs engaging in “prohibited transactions” may limit our ability to engage in transactions which would be treated as sales for federal income tax purposes.
A REIT’s net income from prohibited transactions is subject to a 100% penalty tax. In general, prohibited transactions are sales or other dispositions of property, other than foreclosure property, held primarily for sale to customers in the ordinary course of business. Although we do not intend to hold any properties that would be characterized as held for sale to customers

29

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in the ordinary course of our business, unless a sale or disposition qualifies under certain statutory safe harbors, such characterization is a factual determination and no guarantee can be given that the IRS would agree with our characterization of our properties or that we will always be able to make use of the available safe harbors.
Complying with REIT requirements may cause us to forego otherwise attractive opportunities or liquidate otherwise attractive investments.
To qualify as a REIT for federal income tax purposes, Digital Realty Trust, Inc. must continually satisfy tests concerning, among other things, its sources of income, the nature and diversification of its assets (including its proportionate share of Digital Realty Trust, L.P.’s assets), the amounts it distributes to its stockholders and the ownership of its capital stock. If Digital Realty Trust, Inc. fails to comply with one or more of the asset tests at the end of any calendar quarter, it must correct the failure within 30 days after the end of the calendar quarter or qualify for certain statutory relief provisions to avoid losing its REIT qualification and suffering adverse tax consequences. In order to meet these tests, we may be required to forego investments we might otherwise make or to liquidate otherwise attractive investments. Thus, compliance with the REIT requirements may hinder our performance and reduce amounts available for distribution to Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders.
Legislative or other actions affecting REITs could have a negative effect on us.
The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Department of the Treasury. Changes to the tax laws, with or without retroactive application, could materially and adversely affect Digital Realty Trust, Inc.’s stockholders, Digital Realty Trust, L.P.’s unitholders and/or us. We cannot predict how changes in the tax laws might affect our investors and/or us. New legislation, Treasury Regulations, administrative interpretations or court decisions could significantly and negatively affect Digital Realty Trust, Inc.’s ability to qualify as a REIT or the federal income tax consequences of such qualification.
Tax Liabilities and Attributes Inherited in Connection with Acquisitions.
From time to time we may acquire other corporations or entities and, in connection with such acquisitions, we may succeed to the historic tax attributes and liabilities of such entities. For example, if we acquire a C corporation and subsequently dispose of its assets within five years of the acquisition, we could be required to pay tax on any built-in gain attributable to such assets determined as of the date on which we acquired the assets. In addition, in order to qualify as a REIT, at the end of any taxable year, we must not have any earnings and profits accumulated in a non-REIT year. As a result, if we acquire a C corporation, we must distribute the corporation’s earnings and profits accumulated prior to the acquisition before the end of the taxable year in which we acquire the corporation. We also could be required to pay the acquired entity’s unpaid taxes even though such liabilities arose prior to the time we acquired the entity. Telx was a C corporation at the time of the Telx Acquisition, which raises each of these issues.
Changes in U.S. or foreign tax laws, regulations, including changes to tax rates, may adversely affect our results of operations.
We are headquartered in the U.S. with subsidiaries and operations globally and are subject to income taxes in these jurisdictions. Significant judgment is required in determining our provision for income taxes. Although we believe that we have adequately assessed and accounted for our potential tax liabilities, and that our tax estimates are reasonable, there can be no assurance that additional taxes will not be due upon audit of our tax returns or as a result of changes to applicable tax laws.  The U.S. government as well as the governments of many of the countries in which we operate are actively discussing changes to the corporate recognition and taxation of worldwide income. The nature and timing of any changes to each jurisdiction’s tax laws and the impact on our future tax liabilities cannot be predicted with any accuracy but could materially and adversely impact our results of operations and cash flows.
Additionally, each of our properties is subject to real property and personal property taxes. These taxes may increase as tax rates change and as the properties are assessed or reassessed by taxing authorities. Any increase in property taxes on our properties could have a material adverse effect on our revenues and results of operations.

30

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The power of Digital Realty Trust, Inc.’s board of directors to revoke Digital Realty Trust, Inc.’s REIT election without stockholder approval may cause adverse consequences to Digital Realty Trust, Inc.’s stockholders and Digital Realty Trust, L.P.’s unitholders.
Digital Realty Trust, Inc.’s charter provides that its board of directors may revoke or otherwise terminate its REIT election, without the approval of its stockholders, if it determines that it is no longer in Digital Realty Trust, Inc.’s best interests to continue to qualify as a REIT. If Digital Realty Trust, Inc. ceases to qualify as a REIT, it would become subject to U.S. federal income tax on its taxable income and it would no longer be required to distribute most of its taxable income to its stockholders and accordingly, distributions Digital Realty Trust, L.P. makes to its unitholders could be similarly reduced.

Forward-Looking Statements
We make statements in this report that are forward-looking statements within the meaning of the federal securities laws. In particular, statements pertaining to our capital resources, portfolio performance including our ability to lease vacant space and space under development, leverage policy and acquisition and capital expenditure plans, as well as our discussion of “Factors Which May Influence Future Results of Operations,” contain forward-looking statements. Likewise, all of our statements regarding anticipated market conditions, demographics and results of operations are forward-looking statements. You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “pro forma,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters. You can also identify forward-looking statements by discussions of strategy, plans or intentions.
Forward-looking statements involve numerous risks and uncertainties and you should not rely on them as predictions of future events. Forward-looking statements depend on assumptions, data or methods which may be incorrect or imprecise and we may not be able to realize them. We do not guarantee that the transactions and events described will happen as described or that they will happen at all. The following factors, among others, could cause actual results and future events to differ materially from those set forth or contemplated in the forward-looking statements:
the impact of current global economic, credit and market conditions;
current local economic conditions in our geographic markets;
decreases in information technology spending, including as a result of economic slowdowns or recession;
adverse economic or real estate developments in our industry or the industry sectors that we sell to (including risks relating to decreasing real estate valuations and impairment charges);
our dependence upon significant tenants;
bankruptcy or insolvency of a major tenant or a significant number of smaller tenants;
defaults on or non-renewal of leases by tenants;
our failure to obtain necessary debt and equity financing;
risks associated with using debt to fund our business activities, including re-financing and interest rate risks, our failure to repay debt when due, adverse changes in our credit ratings or our breach of covenants or other terms contained in our loan facilities and agreements;
financial market fluctuations;
changes in foreign currency exchange rates;
our inability to manage our growth effectively;
difficulty acquiring or operating properties in foreign jurisdictions;
our failure to successfully integrate and operate acquired or developed properties or businesses, including Telx;
the suitability of our properties and data center infrastructure, delays or disruptions in connectivity, failure of our physical and information security infrastructure or services or availability of power;
risks related to joint venture investments, including as a result of our lack of control of such investments;
delays or unexpected costs in development of properties;
decreased rental rates, increased operating costs or increased vacancy rates;
increased competition or available supply of data center space;
our inability to successfully develop and lease new properties and development space;
difficulties in identifying properties to acquire and completing acquisitions;

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our inability to acquire off-market properties;
our inability to comply with the rules and regulations applicable to reporting companies;
Digital Realty Trust, Inc.’s failure to maintain its status as a REIT for federal income tax purposes;
possible adverse changes to tax laws;
restrictions on our ability to engage in certain business activities;
environmental uncertainties and risks related to natural disasters;
losses in excess of our insurance coverage;
changes in foreign laws and regulations, including those related to taxation and real estate ownership and operation; and
changes in local, state and federal regulatory requirements, including changes in real estate and zoning laws and increases in real property tax rates.
The risks included here are not exhaustive, and additional factors could adversely affect our business and financial performance, including factors and risks included in other sections of this report, including under Part I, Item 1A, Risk Factors. Moreover, we operate in a very competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all such risk factors, nor can we assess the impact of all such risk factors on the business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. While forward-looking statements reflect our good faith beliefs, they are not guaranties of future performance. We disclaim any obligation to publicly update or revise any forward-looking statement to reflect changes in underlying assumptions or factors, new information, data or methods, future events or other changes.

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ITEM 1B.    UNRESOLVED STAFF COMMENTS
Not applicable.
 

ITEM 2.    PROPERTIES    

Our Portfolio
As of December 31, 2015, our portfolio consisted of 139 operating properties, including eight Telx properties (of which six properties are leased from third parties) and 14 properties held as investments in unconsolidated joint ventures, of which 110 are located throughout North America, 23 are located in Europe, three are located in Australia and three are located in Asia, and contain a total of approximately 25.6 million rentable square feet, including 1.3 million square feet of space under active development and 1.3 million square feet of space held for future development. The following table presents an overview of our portfolio of properties, including the 14 properties held as investments in unconsolidated joint ventures and developable land, based on information as of December 31, 2015. All properties are held in fee simple except as otherwise indicated. Please refer to note 7 in the notes to the consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K for a description of all applicable encumbrances as of December 31, 2015.

33

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Index to Financial Statements


Property
 
Acquisition Date
Property Type
Net Rentable Square Feet (1)
Active Development (2)
Space Held for Development (3)
Annualized Rent (4)
Percent Occupied (5)
Annualized Rent per Occupied Square Foot ($) (6)
 
 
 
 
 
 
 
 
 
 
North America
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
New York
 
 
 
 
 
 
 
 
 
111 Eighth Avenue (7)(8)
 
Oct-06
Internet Gateway
179,462



$
51,116

91.3
%
$
220.10

365 S Randolphville Road
 
Feb-08
Data Center
291,894


59,554

30,987

99.3
%
106.89

60 Hudson Street (8)
 
Oct-15
Internet Gateway
158,585



23,162

52.3
%
279.34

3 Corporate Place
 
Dec-05
Data Center
276,931



20,061

100.0
%
72.44

60 & 80 Merritt Boulevard
 
Jan-10
Data Center
210,168


17,598

17,203

90.9
%
90.05

300 Boulevard East
 
Nov-02
Data Center
346,819


22,962

16,471

91.6
%
50.99

100 Delawanna Avenue
 
Oct-15
Data Center
184,116



9,930

74.2
%
72.64

32 Avenue of the Americas (8)
 
Oct-15
Internet Gateway
108,108


24,394

8,434

62.3
%
125.26

2 Peekay Drive (8)
 
Oct-15
Data Center
113,800


101,100

7,017

50.5
%
122.21

410 Commerce Boulevard (7)
 
Aug-12
Data Center
27,943



5,366

100.0
%
192.05

701 Union Boulevard (9)
 
Oct-12
Data Center



30



3 Corporate Place Annex
 
Dec-05
Data Center


100,515




Total
 
 
 
1,897,826


326,123

$
189,777

84.9
%
$
94.58

 
 
 
 
 
 
 
 
 
 
Northern Virginia
 
 
 
 
 
 
 
 
 
43940 Digital Loudoun Plaza (Bldg G)
 
Apr-11
Data Center
337,009


55,702

$
34,996

100.0
%
$
103.84

44060 Digital Loudoun Plaza (Bldg K)
 
Mar-07
Data Center
252,606

31,857


30,893

99.5
%
122.90

43881 Devin Shafron Drive (Bldg B)
 
Mar-07
Data Center
180,000



18,496

100.0
%
102.75

43830 Devin Shafron Drive (Bldg F)
 
May-09
Data Center
101,300


11,950

12,773

100.0
%
126.09

43791 Devin Shafron Drive (Bldg D)
 
Apr-11
Data Center
135,000



11,583

94.7
%
90.62

4050 Lafayette Center Drive
 
Jul-10
Data Center
42,374



7,272

99.0
%
173.31

4030 Lafayette Center Drive
 
Jul-10
Data Center
72,696



5,568

100.0
%
76.59

45901 & 45845 Nokes Boulevard
 
Dec-09
Data Center
167,160



5,040

100.0
%
30.15

44470 Chilum Place
 
Feb-07
Data Center
95,440



4,759

100.0
%
49.86

4040 Lafayette Center Drive
 
Jul-10
Data Center
30,339



3,924

100.0
%
129.34

21110 Ridgetop Circle
 
Jan-07
Data Center
135,513



3,176

100.0
%
23.44

21561 & 21571 Beaumeade Circle
 
Dec-09
Data Center
164,453



3,109

100.0
%
18.91

1506 & 44874 Moran Rd
 
Dec-11
Data Center
78,295



2,441

100.0
%
31.18

1807 Michael Faraday Court
 
Oct-06
Data Center
19,237



1,915

100.0
%
99.57

251 Exchange Place
 
Nov-05
Data Center
70,982



1,846

100.0
%
26.01

43831 Devin Shafron Drive (Bldg C)
 
Jan-00
Data Center
117,071



1,645

100.0
%
14.05

8100 Boone Boulevard (7)
 
Mar-07
Data Center
17,015



727

34.1
%
125.32

44100 Digital Loudoun Plaza (Bldg J)
 
Oct-06
Data Center

216,000





Total
 
 
 
2,016,490

247,857

67,652

$
150,163

99.0
%
$
75.22

 
 
 
 
 
 
 
 
 
 
Dallas
 
 
 
 
 
 
 
 
 
2323 Bryan Street
 
Jan-02
Internet Gateway
453,539


23,568

$
19,799

76.7
%
$
51.70

1232 Alma Road
 
Sep-09
Data Center
105,726



14,470

100.0
%
136.87

2501 S. State Hwy. 121
 
Feb-12
Data Center
831,372



13,198

96.5
%
16.46

2440 Marsh Lane
 
Jan-03
Data Center
135,250



13,135

83.7
%
116.08

4849 Alpha Road
 
Apr-04
Data Center
125,538



12,114

100.0
%
96.50

900 Quality Way
 
Sep-09
Data Center
113,298


1,624

12,906

100.0
%
113.91

850 East Collins
 
Sep-08
Data Center
121,366



11,527

87.3
%
108.83

4025 Midway Road
 
Jan-06
Data Center
93,386


7,204

10,709

98.3
%
116.63

950 East Collins
 
Sep-09
Data Center
121,286



9,430

100.0
%
77.75

400 S. Akard
 
Jun-12
Internet Gateway
269,563



8,673

94.9
%
33.89

11830 Webb Chapel Road
 
Aug-04
Data Center
365,647



8,583

98.0
%
23.95

1215 Integrity Drive
 
Sep-09
Data Center
61,750

56,126


5,210

96.8
%
87.17

907 Security Row
 
Sep-09
Data Center
36,758

78,887

22,805

3,866

100.0
%
105.18

8435 N Stemmons Freeway
 
Oct-15
Data Center
34,901



3,711

67.3
%
158.09

904 Quality Way
 
Sep-09
Data Center
46,750



1,008

100.0
%
21.56

17201 Waterview Parkway
 
Jan-13
Data Center
61,750



704

100.0
%
11.40


34

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Index to Financial Statements

Property
 
Acquisition Date
Property Type
Net Rentable Square Feet (1)
Active Development (2)
Space Held for Development (3)
Annualized Rent (4)
Percent Occupied (5)
Annualized Rent per Occupied Square Foot ($) (6)
1210 Integrity Drive (7)
 
Sep-09
Data Center

442,316



%
$

Total
 
 
 
2,977,880

577,329

55,201

$
149,043

92.7
%
$
52.27

 
 
 
 
 
 
 
 
 
 
Silicon Valley
 
 
 
 
 
 
 
 
 
2805 Lafayette Street (11)
 
Aug-10
Data Center
123,980


13,440

$
16,858

98.0
%
$
138.81

1100 Space Park Drive
 
Nov-04
Internet Gateway
165,297



14,193

100.0
%
86.80

3011 Lafayette Street
 
Jan-07
Data Center
90,780



11,197

100.0
%
123.34

1350 Duane & 3080 Raymond
 
Oct-09
Data Center
185,000



11,177

100.0
%
60.42

1500 Space Park Drive
 
Sep-07
Data Center
51,615



10,189

100.0
%
197.41

3105 and 3205 Alfred Street
 
May-10
Data Center
49,858



9,885

98.8
%
200.67

1525 Comstock Street
 
Sep-07
Data Center
42,385



9,332

100.0
%
220.16

2045 & 2055 Lafayette Street
 
May-04
Data Center
300,000



9,000

100.0
%
30.00

150 South First Street
 
Sep-04
Data Center
179,761



7,474

97.2
%
42.77

1725 Comstock Street
 
Apr-10
Data Center
39,643



7,283

100.0
%
183.71

1201 Comstock Street
 
Jun-08
Data Center
24,000



5,023

100.0
%
209.31

2334 Lundy Place
 
Dec-02
Data Center
130,752



4,945

100.0
%
37.82

2401 Walsh Street
 
Jun-05
Data Center
167,932



4,068

100.0
%
24.22

2820 Northwestern Parkway (8)
 
Oct-15
Data Center
37,600



3,948

29.2
%
359.48

2403 Walsh Street
 
Jun-05
Data Center
103,940



2,518

100.0
%
24.22

Total
 
 
 
1,692,543


13,440

$
127,090

97.9
%
$
74.87

 
 
 
 
 
 
 
 
 
 
Chicago
 
 
 
 
 
 
 
 
 
350 E Cermak Road
 
May-05
Internet Gateway
1,133,739



$
82,686

97.5
%
$
70.09

9355 Grand Avenue
 
May-12
Data Center
101,903

149,597


12,819

98.5
%
127.68

9333 Grand Avenue
 
May-12
Data Center
109,826


7,689

10,235

84.9
%
109.79

600-780 S. Federal
 
Sep-05
Internet Gateway
142,283


19,264

8,417

83.9
%
66.67

9377 Grand Avenue
 
May-12
Data Center


166,709




Total
 
 
 
1,487,751

149,597

193,662

$
114,157

95.3
%
$
76.40

 
 
 
 
 
 
 
 
 
 
Phoenix
 
 
 
 
 
 
 
 
 
2121 South Price Road
 
Jul-10
Data Center
508,173



$
63,198

86.5
%
$
143.79

120 E. Van Buren
 
Jul-06
Internet Gateway
287,514



21,217

67.1
%
109.18

2055 East Technology Circle (10)
 
Oct-06
Data Center
76,350



8,075

89.7
%
117.93

1900 S. Price Road
 
Jan-13
Data Center
118,348


108,926




Total
 
 
 
990,385


108,926

$
92,490

70.8
%
$
131.44

 
 
 
 
 
 
 
 
 
 
San Francisco
 
 
 
 
 
 
 
 
 
365 Main Street
 
Jul-10
Internet Gateway
226,981



$
27,361

68.8
%
$
175.23

200 Paul Avenue
 
Nov-04
Internet Gateway
481,571


18,522

29,132

78.1
%
68.62

720 2nd Street
 
Jul-10
Data Center
121,220



14,714

84.5
%
143.60

360 Spear Street
 
Dec-11
Data Center
154,950



4,251

48.5
%
56.62

Total
 
 
 
984,722


18,522

$
75,458

72.1
%
$
100.85

 
 
 
 
 
 
 
 
 
 
Boston
 
 
 
 
 
 
 
 
 
128 First Avenue
 
Jan-10
Data Center
274,750



$
24,566

96.2
%
$
92.97

55 Middlesex Turnpike
 
Jan-10
Data Center
101,067



12,050

91.5
%
130.30

200 Quannapowitt Parkway
 
Jun-04
Data Center
144,569


66,526

5,514

81.8
%
46.61

105 Cabot Street
 
Jan-10
Data Center
42,243


63,488

4,758

77.2
%
145.98

115 Second Avenue
 
Oct-05
Data Center
66,730



4,104

100.0
%
61.50

600 Winter Street
 
Sep-06
Data Center
30,400



791

100.0
%
26.01

Total
 
 
 
659,759


130,014

$
51,783

91.7
%
$
85.63

 
 
 
 
 
 
 
 
 
 
Atlanta
 
 
 
 
 
 
 
 
 
56 Marietta Street
 
Oct-15
Internet Gateway
152,650



$
34,057

96.5
%
$
231.21

375 Riverside Parkway
 
Jun-03
Data Center
250,191



8,923

100.0
%
35.67

760 Doug Davis Drive
 
Dec-11
Data Center
334,306



6,645

99.9
%
19.89

101 Aquila Way
 
Apr-06
Data Center
313,581



1,486

100.0
%
4.74

Total
 
 
 
1,050,728



$
51,111

99.5
%
$
18.99

 
 
 
 
 
 
 
 
 
 

35

Table of Contents

Index to Financial Statements

Property
 
Acquisition Date
Property Type
Net Rentable Square Feet (1)
Active Development (2)
Space Held for Development (3)
Annualized Rent (4)
Percent Occupied (5)
Annualized Rent per Occupied Square Foot ($) (6)
Los Angeles
 
 
 
 
 
 
 
 
 
600 West Seventh Street
 
May-04
Internet Gateway
489,722



$
24,440

90.3
%
$
53.33

2260 East El Segundo Boulevard
 
Jul-10
Data Center
132,240



11,302

85.9
%
99.52

200 North Nash Street
 
Jun-05
Data Center
113,606



2,752

100.0
%
24.22

3015 Winona Avenue
 
Dec-04
Data Center
82,911



1,775

100.0
%
21.41

Total
 
 
 
818,479



$
40,269

91.9
%
$
52.40

 
 
 
 
 
 
 
 
 
 
Houston
 
 
 
 
 
 
 
 
 
Digital Houston
 
Apr-06
Data Center
404,799


22,722

$
18,543

88.1
%
$
51.98

Total
 
 
 
404,799


22,722

$
18,543

88.1
%
$
51.98

 
 
 
 
 
 
 
 
 
 
St. Louis
 
 
 
 
 
 
 
 
 
210 N Tucker Boulevard
 
Aug-07
Data Center
258,268


77,778

$
7,664

65.2
%
$
45.51

900 Walnut Street
 
Aug-07
Internet Gateway
105,776


6,490

5,263

94.6
%

$52.61

Total
 
 
 
364,044


84,268

$
12,927

73.7
%
$
48.16

 
 
 
 
 
 
 
 
 
 
Denver
 
 
 
 
 
 
 
 
 
11900 East Cornell Avenue
 
Sep-12
Data Center
285,840



$
6,518

94.3
%
$
24.18

8534 Concord Center Drive
 
Jun-05
Data Center
85,660



4,015

100.0
%
46.87

Total
 
 
 
371,500



$
10,533

95.6
%
$
29.65

 
 
 
 
 
 
 
 
 
 
Toronto, Canada
 
 
 
 
 
 
 
 
 
371 Gough Road
 
Mar-13
Data Center
56,917

26,456

14,403

$
6,307

100.0
%
$
110.81

6800 Millcreek Drive
 
Apr-06
Data Center
83,758



2,189

100.0
%
26.13

Total
 
 
 
140,675

26,456

14,403

$
8,495

100.0
%
$
60.39

 
 
 
 
 
 
 
 
 
 
Portland
 
 
 
 
 
 
 
 
 
3825 NW Aloclek Place
 
Aug-11
Data Center
48,574



$
8,017

100.0
%
$
165.04

Total
 
 
 
48,574



$
8,017

100.0
%
$
165.04

 
 
 
 
 
 
 
 
 
 
Austin
 
 
 
 
 
 
 
 
 
7500 Metro Center Drive
 
Dec-05
Data Center
60,345


25,343

$
3,948

42.2
%
$
154.98

7401 E. Ben White Blvd Building 7 - 9
 
May-13
Data Center
203,235



1,920

100.0
%
9.45

8025 North Interstate 35
 
May-12
Data Center
62,237



1,058

100.0
%
17.00

7620 Metro Center Drive
 
Dec-05
Data Center
40,836



661

82.8
%
19.54

Total
 
 
 
366,653


25,343

$
7,587

88.6
%
$
23.36

 
 
 
 
 
 
 
 
 
 
Sacramento
 
 
 
 
 
 
 
 
 
11085 Sun Center Drive
 
Sep-11
Data Center
69,048



$
3,053

100.0
%
$
44.21

3065 Gold Camp Drive
 
Oct-04
Data Center
40,394


23,397

2,899

100.0
%
71.76

Total
 
 
 
109,442


23,397

$
5,952

100.0
%
$
54.38

 
 
 
 
 
 
 
 
 
 
Minneapolis/St. Paul
 
 
 
 
 
 
 
 
 
1500 Towerview Road
 
Mar-13
Data Center
328,765



$
5,202

100.0
%
$
15.82

1125 Energy Park Drive
 
Mar-05
Data Center
78,164



419

22.2
%
24.14

Total
 
 
 
406,929



$
5,621

85.1
%
$
16.24

 
 
 
 
 
 
 
 
 
 
Miami
 
 
 
 
 
 
 
 
 
36 NE 2nd Street
 
Jan-02
Internet Gateway
162,140



$
4,657

84.9
%
$
33.84

2300 NW 89th Place
 
Sep-06
Data Center
64,174



736

100.0
%
11.47

Total
 
 
 
226,314



$
5,393

89.2
%
$
26.72

 
 
 
 
 
 
 
 
 
 
Charlotte
 
 
 
 
 
 
 
 
 
125 North Myers
 
Aug-05
Internet Gateway
25,402



$
1,504

100.0
%
$
59.19

731 East Trade Street
 
Aug-05
Internet Gateway
40,879



1,433

100.0
%
35.05

113 North Myers
 
Aug-05
Internet Gateway
29,218



1,030

100.0
%
35.27

Total
 
 
 
95,499



$
3,967

100.0
%
$
41.54

 
 
 
 
 
 
 
 
 
 
Seattle
 
 
 
 
 
 
 
 
 
3433 S 120th Place (8)
 
Oct-15
Data Center
21,078


94,868

$
748

19.6
%
$
181.18

Total
 
 
 
21,078


94,868

$
748

19.6
%
$
181.18


36

Table of Contents

Index to Financial Statements

Property
 
Acquisition Date
Property Type
Net Rentable Square Feet (1)
Active Development (2)
Space Held for Development (3)
Annualized Rent (4)
Percent Occupied (5)
Annualized Rent per Occupied Square Foot ($) (6)
 
 
 
 
 
 
 
 
 
 
EUROPE
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
London, United Kingdom
 
 
 
 
 
 
 
 
 
Unit 21 Goldsworth Park Trading Estate (11)
 
Jul-12
Data Center
389,575

45,509

44,916

$
57,546

100.0
%
$
147.72

Watford (11)
 
Jul-12
Data Center
133,000



20,554

97.3
%
158.91

3 St. Anne's Boulevard (11)
 
Dec-07
Data Center
96,147



18,798

89.5
%
218.42

Croydon (11)
 
Jul-12
Data Center
120,000



15,673

100.0
%
130.61

Fountain Court (11)
 
Jul-11
Data Center
87,498

23,821

20,452

13,023

87.9
%
169.34

Principal Park, Crawley (11)
 
Sep-13
Data Center
66,248

65,902


9,229

100.0
%
139.31

Mundells Roundabout (11)
 
Apr-07
Data Center
113,464



8,111

100.0
%
71.49

Cressex 1 (11)
 
Dec-07
Data Center
50,847



7,498

100.0
%
147.45

2 St. Anne's Boulevard (11)
 
Dec-07
Data Center
30,612



5,120

100.0
%
167.24

1 St. Anne's Boulevard (11)
 
Dec-07
Data Center
20,219



296

100.0
%
14.66

Total
 
 
 
1,107,610

135,232

65,368

$
155,848

97.8
%
$
143.87

 
 
 
 
 
 
 
 
 
 
Paris, France
 
 
 
 
 
 
 
 
 
114 Rue Ambroise Croizat (12)
 
Dec-06
Internet Gateway
360,920



$
18,140

97.3
%
$
51.67

1 Rue Jean-Pierre (12)
 
Dec-12
Data Center
104,666



4,010

100.0
%
38.31

127 Rue de Paris (12)
 
Dec-12
Data Center
59,991



1,719

100.0
%
28.65

Liet-dit ie Christ de Saclay (12)
 
Dec-12
Data Center
21,337



573

100.0
%
26.85

Total
 
 
 
546,914



$
24,442

98.2
%
$
45.51

 
 
 
 
 
 
 
 
 
 
Dublin, Ireland
 
 
 
 
 
 
 
 
 
Unit 9 Blanchardstown Corporate Center (12)
 
Dec-06
Data Center
120,000



$
7,890

82.9
%
$
79.28

Clonshaugh Industrial Estate (Eircom) (12)
 
Aug-05
Data Center
124,500



7,502

100.0
%
60.26

Profile Park (12)
 
Oct-11
Data Center
21,594

19,597

2,084

2,626

91.4
%
133.03

Clonshaugh Industrial Estate IE (12)
 
Feb-06
Data Center
20,000



1,366

100.0
%
68.31

Total
 
 
 
286,094

19,597

2,084

$
19,384

92.2
%
$
73.49

 
 
 
 
 
 
 
 
 
 
Amsterdam, Netherlands
 
 
 
 
 
 
 
 
 
Paul van Vlissingenstraat 16 (12)
 
Aug-05
Data Center
112,472



$
6,562

100.0
%
$
58.35

Cateringweg 5 (12)
 
Jun-10
Data Center
55,972



4,681

100.0
%
83.63

Naritaweg 52 (12)(13)
 
Dec-07
Data Center
63,260



2,326

100.0
%
36.77

Liverpoolweg 10 (12)
 
Jun-13
Data Center
29,986



1,183

100.0
%
39.44

Gyroscoopweg 2E-2F (12)
 
Jul-06
Data Center
55,585



1,130

100.0
%
20.32

De President Business Park
 
Jul-13
Technology Office






Total
 
 
 
317,275



$
15,882

100.0
%
$
50.06

 
 
 
 
 
 
 
 
 
 
Manchester, England
 
 
 
 
 
 
 
 
 
Manchester Technopark (11)
 
Jun-08
Data Center
38,016



$
1,890

100.0
%
$
49.71

Total
 
 
 
38,016



$
1,890

100.0
%
$
49.71

 
 
 
 
 
 
 
 
 
 
Geneva, Switzerland
 
 
 
 
 
 
 
 
 
Chemin de l Epinglier 2 (12)
 
Nov-05
Data Center
59,190



$
1,555

100.0
%
$
26.27

Total
 
 
 
59,190



$
1,555

100.0
%
$
26.27

 
 
 
 
 
 
 
 
 
 
ASIA PACIFIC
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Singapore
 
 
 
 
 
 
 
 
 
29A International Business Park (14)
 
Nov-10
Data Center
360,908

9,592


$
55,045

96.4
%
$
158.22

3 Loyang Way
 
Jun-15
Data Center

177,000





Total
 
 
 
360,908

186,592


$
55,045

96.4
%
$
158.22

 
 
 
 
 
 
 
 
 
 
Melbourne
 
 
 
 
 
 
 
 
 
Deer Park 2 (72 Radnor Drive) (15)
 
Jun-11
Data Center
65,403


28,179

$
7,402

94.4
%
$
119.90

98 Radnor Drive (15)
 
Jun-11
Data Center
52,988



5,953

71.6
%
157.02

Total
 
 
 
118,391


28,179

$
13,355

84.2
%
$
134.02

 
 
 
 
 
 
 
 
 
 
Sydney
 
 
 
 
 
 
 
 
 
1-11 Templar Road (15)
 
Feb-11
Data Center
84,622


1,595

$
10,554

77.6
%
$
160.79

23 Waterloo Road (15)
 
Nov-12
Data Center
51,990



1,084

100.0
%
20.84


37

Table of Contents

Index to Financial Statements

Property
 
Acquisition Date
Property Type
Net Rentable Square Feet (1)
Active Development (2)
Space Held for Development (3)
Annualized Rent (4)
Percent Occupied (5)
Annualized Rent per Occupied Square Foot ($) (6)
Total
 
 
 
136,612


1,595

$
11,638

86.1
%
$
98.94

 
 
 
 
 
 
 
 
 
 
NON-DATACENTER PROPERTIES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
34551 Ardenwood Boulevard
 
Jan-03
Technology Manufacturing
307,657



$
3,681

50.6
%
$
23.66

2010 East Centennial Circle
 
May-03
Technology Manufacturing
113,405



3,194

100.0
%
28.16

47700 Kato Road & 1055 Page Avenue (16)
 
Sep-03
Technology Manufacturing
199,352



2,631

100.0
%
13.20

1 Solutions Parkway
 
Aug-07
Technology Office
156,000



2,546

100.0
%
16.32

8201 E. Riverside Drive Building 4 - 6
 
May-13
Technology Manufacturing
133,460



967

74.9
%
9.67

908 Quality Way
 
Sep-09
Technology Office
14,400




100.0
%

Total
 
 
 
924,274



$
13,020

79.9
%
$
17.62

 
 
 
 
 
 
 
 
 
 
Consolidated Portfolio Total/Weighted Average
 
 
 
21,027,354

1,342,660

1,275,767

$
1,439,443

92.5
%
$
28.16

 
 
 
 
 
 
 
 
 
 
MANAGED UNCONSOLIDATED JOINT VENTURES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Northern Virginia
 
 
 
 
 
 
 
 
 
43915 Devin Shafron Drive (Bldg A) (17)
 
Sep-14
Data Center
132,280



$
17,555

100.0
%
$
132.71

43790 Devin Shafron Drive (Bldg E) (17)
 
Sep-13
Data Center
152,138



3,425

100.0
%
22.51

21551 Beaumeade Circle (17)
 
Sep-13
Data Center
152,504



2,215

100.0
%
14.52

7505 Mason King Court (17)
 
Sep-13
Data Center
109,650



1,958

100.0
%
17.86

Total
 
 
 
546,572



$
25,152

100.0
%
$
46.02

 
 
 
 
 
 
 
 
 
 
Hong Kong
 
 
 
 
 
 
 
 
 
33 Chun Choi Street
 
Mar-12
Data Center
114,326


71,974

$
15,134

77.2
%
$
171.46

Total
 
 
 
114,326


71,974

$
15,134

77.2
%
$
171.46

 
 
 
 
 
 
 
 
 
 
Silicon Valley
 
 
 
 
 
 
 
 
 
4650 Old Ironsides Drive (17)
 
Sep-13
Data Center
124,383



$
4,287

100.0
%
$
34.47

2950 Zanker Road (17)
 
Sep-13
Data Center
69,700



3,343

100.0
%
47.97

4700 Old Ironsides Drive (17)
 
Sep-13
Data Center
90,139



2,184

100.0
%
24.22

444 Toyama Drive (17)
 
Sep-13
Data Center
42,083



2,060

100.0
%
48.95

Total
 
 
 
326,305



$
11,874

100.0
%
$
36.39

 
 
 
 
 
 
 
 
 
 
Dallas
 
 
 
 
 
 
 
 
 
14901 FAA Boulevard (17)
 
Sep-13
Data Center
263,700



$
5,451

100.0
%
$
20.67

900 Dorothy Drive (17)
 
Sep-13
Data Center
56,176



1,710

100.0
%
30.45

Total
 
 
 
319,876



$
7,161

100.0
%
$
22.39

 
 
 
 
 
 
 
 
 
 
New York
 
 
 
 
 
 
 
 
 
636 Pierce Street (17)
 
Mar-14
Data Center
108,336



$
3,190

100.0
%
$
29.45

Total
 
 
 
108,336



$
3,190

100.0
%
$
29.45

 
 
 
 
 
 
 
 
 
 
Managed Unconsolidated Portfolio Total/Weighted Average
 
 
 
1,415,415


71,974

$
62,511

98.2
%
$
30.45

 
 
 
 
 
 
 
 
 
 
Managed Portfolio Total/Weighted Average
 
 
 
22,442,769

1,342,660

1,347,741

$
1,501,955

91.4
%
 
 
 
 
 
 
 
 
 
 
 
Digital Realty Share Total/Weighted Average (18)
 
 
 
21,344,852

1,342,660

1,311,754

$
1,456,489

90.9
%
$
29.45

 
 
 
 
 
 
 
 
 
 
NON-MANAGED UNCONSOLIDATED JOINT VENTURES
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Seattle
 
 
 
 
 
 
 
 

2001 Sixth Avenue
 
 
Data Center
400,369



$
36,830

94.6
%
$
63.13

2020 Fifth Avenue
 
 
Data Center
51,000



6,592

100.0
%
 
Total
 
 
 
451,369



$
43,422

95.2
%
$
64.43

 
 
 
 
 
 
 
 
 
 
Non-Managed Portfolio Total/Weighted Average
 
 
 
451,369



$
43,422

95.2
%
$

 
 
 
 
 
 
 
 
 
 
Portfolio Total/Weighted Average
 
 
 
22,894,138

1,342,660

1,347,741

$
1,545,377

91.4
%
$

 
 
 
 
 
 
 
 
 
 


38

Table of Contents

Index to Financial Statements

(1)
Net rentable square feet at a building represents the current square feet at that building under lease as specified in the lease agreements plus management’s estimate of space available for lease. We estimate the total net rentable square feet available for lease based on a number of factors in addition to contractually leased square feet, including available power, required support space and common area. Net rentable square feet includes tenants’ proportional share of common areas but excludes space held for development.
(2)
Space under active development includes current base building and data center projects in progress.
(3)
Space held for future development includes space held for future data center development, and excludes space under active development.
(4)
Annualized rent represents the monthly contractual rent (defined as cash base rent before abatements) under existing leases as of December 31, 2015 multiplied by 12.
(5)
Excludes space held for future development and space under active development. We estimate the total square feet available for lease based on a number of factors in addition to contractually leased square feet, including available power, required support space and common area.
(6)
Annualized rent per square foot represents annualized rent as computed above, divided by the total square footage under lease as of the same date.
(7)
111 Eighth Avenue (2nd and 6th floors), 8100 Boone Boulevard, 111 Eighth Avenue (3rd and 7th floors) and 410 Commerce Boulevard are leased by us pursuant to leases that expire in June 2024, September 2017, February 2022 and December 2026, respectively. The lease at 111 Eighth Avenue (2nd and 6thfloors) has an option to extend the lease until June 2034 and the lease at 111 Eighth Avenue (3rd and 7thfloors) has an option to extend the lease until February 2032.
(8)
Building represents leasehold interest from Telx Acquisition.
(9)
Building razed in 2013, included in land inventory.
(10)
We are party to a ground sublease for this property. The term of the ground sublease expires in September 2083. All of the lease payments were prepaid by the prior owner of this property.
(11)
Rental amounts were calculated based on the exchange rate in effect on December 31, 2015 of $1.47 to £1.00. Manchester Technopark is subject to a ground lease, which expires in the year 2125.
(12)
Rental amounts were calculated based on the exchange rate in effect on December 31, 2015 of $1.09 to €1.00. PaulVan Vlissingenstraat 16, Chemin de l’Epinglier 2, Clonshaugh Industrial Estate I and II and Cateringweg 5 are subject to ground leases, which expire in the years 2054, 2074, 2981 and 2059, respectively.
(13)
We are party to a ground sublease for this property. This is a perpetual ground sublease. Lease payments were prepaid by the prior owner of this property through December 2036.
(14)
Rental amounts were calculated based on the exchange rate in effect on December 31, 2015 of $0.70 to S$1.00. 29A International Business Park is subject to a ground lease, which expires in the year 2038.
(15)
Rental amounts were calculated based on the exchange rate in effect on December 31, 2015 of $0.73 to A$1.00.
(16)
This property was sold in January 2016.
(17)
These properties were contributed to unconsolidated joint ventures that were formed with an investment fund managed by Prudential Real Estate Investors (PREI®) and an affiliate of Griffin Capital Essential Asset REIT, Inc. (GCEAR).
(18)
Represents consolidated portfolio plus our managed portfolio of unconsolidated joint ventures based on our ownership percentage.



















39

Table of Contents

Index to Financial Statements

Tenant Diversification
As of December 31, 2015, our portfolio was leased to over 1,750 companies, many of which are nationally recognized firms. The following table sets forth information regarding the 20 largest tenants in our portfolio based on annualized rent as of December 31, 2015 (dollar amounts in thousands).
 
 
Tenant
Number
of
Locations
 
Total
Occupied
Square
Feet
(1)(5)
 
Percentage
of Net
Rentable
Square
Feet
(5)
 
Annualized
Rent
(2)(5)
 
Percentage
of
Annualized
Rent
(5)
 
Weighted
Average
Remaining
Lease
Term in
Months
1
IBM (3)
23

 
873,904

 
4.1
%
 
$
109,172

 
7.5
%
 
72

2
CenturyLink, Inc. (4)
49

 
2,317,626

 
10.9
%
 
88,834

 
6.1
%
 
69

3
Equinix Operating Company, Inc.
13

 
1,111,561

 
5.2
%
 
58,944

 
4.0
%
 
136

4
Facebook, Inc.
9

 
191,872

 
0.9
%
 
33,336

 
2.3
%
 
35

5
AT & T
35

 
632,708

 
3.0
%
 
31,166

 
2.1
%
 
68

6
LinkedIn Corporation
4

 
277,250

 
1.3
%
 
29,152

 
2.0
%
 
107

7
Oracle America, Inc.
8

 
232,671

 
1.1
%
 
28,476

 
2.0
%
 
46

8
JPMorgan Chase & Co.
12

 
252,279

 
1.2
%
 
27,967

 
1.9
%
 
57

9
SunGard Availability Services LP
10

 
260,579

 
1.2
%
 
22,853

 
1.6
%
 
110

10
TATA Communications (UK)
15

 
193,884

 
0.9
%
 
22,707

 
1.6
%
 
75

11
Deutsche Bank AG
8

 
119,201

 
0.6
%
 
22,264

 
1.5
%
 
30

12
Morgan Stanley Services Group Inc.
8

 
158,009

 
0.7
%
 
21,418

 
1.5
%
 
81

13
Rackspace US, Inc.
4

 
172,723

 
0.8
%
 
21,176

 
1.5
%
 
153

14
NTT Communications Company
12

 
226,942

 
1.1
%
 
20,498

 
1.4
%
 
70

15
Verizon Communications, Inc.
40

 
261,865

 
1.2
%
 
19,905

 
1.4
%
 
82

16
Navisite Europe Limited
4

 
119,995

 
0.6
%
 
17,266

 
1.2
%
 
100

17
eBay Inc
2

 
102,418

 
0.5
%
 
15,987

 
1.1
%
 
32

18
Level 3 Communications, LLC
57

 
325,943

 
1.5
%
 
15,274

 
1.0
%
 
69

19
Amazon
12

 
295,358

 
1.4
%
 
14,084

 
1.0
%
 
54

20
Expedia
1

 
80,182

 
0.4
%
 
12,966

 
0.9
%
 
45

 
Total/Weighted Average
 
 
8,206,970

 
38.6
%
 
$
633,445

 
43.6
%
 
80

 
(1)
Occupied square footage is defined as leases that commenced on or before December 31, 2015. For some of our properties, we calculate occupancy based on factors in addition to contractually leased square feet, including available power, required support space and common area.
(2)
Annualized base rent represents the monthly contractual base rent (defined as cash base rent before abatements) under existing leases as of December 31, 2015 multiplied by 12.
(3)
Represents leases with IBM and leases with Softlayer. IBM acquired Softlayer in July 2013.
(4)
Represents leases with Savvis Communications Corporation, or Savvis, and Qwest Communications International, Inc., or Qwest, (or affiliates thereof), which are our direct tenants. CenturyLink, Inc. acquired Qwest in the three months ended June 30, 2011 and Savvis in the three months ended September 30, 2011, and Qwest and Savvis are now wholly-owned subsidiaries of CenturyLink, Inc.
(5)
Represents consolidated portfolio plus our managed portfolio of unconsolidated joint ventures based on our ownership percentage.


40

Table of Contents

Index to Financial Statements

Lease Distribution
The following table sets forth information relating to the distribution of leases in the properties in our portfolio, based on net rentable square feet (excluding approximately 1.3 million square feet of space under active development and approximately 1.3 million square feet of space held for future development at December 31, 2015) under lease as of December 31, 2015 (dollar amounts in thousands).
 
Square Feet Under Lease
 
Total Net
Rentable
Square
Feet(1)(3)
 
Percentage
of Net
Rentable
Square
Feet(1)
 
Annualized
Rent(2)(3)
 
Percentage
of
Annualized
Rent
Available
 
1,944,397

 
9.1
%
 
$

 
%
2,500 or less
 
1,219,534

 
5.7
%
 
211,513

 
14.5
%
2,501 - 10,000
 
2,378,655

 
11.1
%
 
260,011

 
17.9
%
10,001 - 20,000
 
3,885,052

 
18.2
%
 
430,191

 
29.5
%
20,001 - 40,000
 
3,134,669

 
14.7
%
 
247,760

 
17.0
%
40,001 - 100,000
 
4,307,426

 
20.2
%
 
185,831

 
12.8
%
Greater than 100,000
 
4,475,119

 
21.0
%
 
121,283

 
8.3
%
Portfolio Total
 
21,344,852

 
100.0
%
 
$
1,456,589

 
100.0
%

(1)
For some of our properties, we calculate square footage based on factors in addition to contractually leased square feet, including available power, required support space and common area. We estimate the total net rentable square feet available for lease based on a number of factors in addition to contractually leased square feet, including available power, required support space and common area.
(2)
Annualized rent represents the monthly contractual base rent (defined as cash base rent before abatements) under existing leases as of December 31, 2015 multiplied by 12.
(3)
Represents consolidated portfolio plus our managed portfolio of unconsolidated joint ventures based on our ownership percentage.


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Lease Expirations
The following table sets forth a summary schedule of the lease expirations for leases in place as of December 31, 2015 plus available space for ten calendar years at the properties in our portfolio, excluding approximately 1.3 million square feet of space under active development and approximately 1.3 million square feet of space held for future development at December 31, 2015. Unless otherwise stated in the footnotes, the information set forth in the table assumes that tenants exercise no renewal options and all early termination rights (dollar amounts in thousands).
 
Year
 
Square
Footage of
Expiring
Leases
(1)(4)
 
Percentage
of Net
Rentable
Square
Feet
(4)
 
Annualized
Rent
(2)(4)
 
Percentage
of
Annualized
Rent
(4)
 
Annualized
Rent Per
Occupied
Square
Foot
(4)
 
Annualized
Rent Per
Occupied
Square
Foot at
Expiration
(4)
 
Annualized
Rent at
Expiration
Available
 
1,944,397

 
9.1
%
 
 
 
 
 
 
 
 
 
 
Month to Month (3)
 
340,103

 
1.6
%
 
$
39,633

 
2.7
%
 
$
117

 
$
121

 
$
41,026

2015
 
1,231,767

 
5.8
%
 
173,532

 
11.9
%
 
141

 
141

 
173,615

2016
 
1,605,318

 
7.5
%
 
128,727

 
8.8
%
 
80

 
82

 
131,634

2017
 
1,641,071

 
7.7
%
 
151,678

 
10.4
%
 
92

 
97

 
159,213

2018
 
2,517,634

 
11.8
%
 
210,554

 
14.5
%
 
84

 
92

 
230,375

2019
 
2,279,392

 
10.7
%
 
188,640

 
13.0
%
 
83

 
92

 
209,066

2020
 
1,778,358

 
8.3
%
 
104,669

 
7.2
%
 
59

 
67

 
118,554

2021
 
1,546,277

 
7.2
%
 
84,722

 
5.8
%
 
55

 
64

 
98,903

2022
 
922,858

 
4.3
%
 
65,725

 
4.5
%
 
71

 
85

 
78,413

2023
 
1,175,603

 
5.5
%
 
88,121

 
6.1
%
 
75

 
92

 
108,292

2024
 
1,341,932

 
6.3
%
 
72,167

 
5.0
%
 
54

 
69

 
92,005

Thereafter
 
3,020,142

 
14.2
%
 
148,421

 
10.1
%
 
49

 
66

 
199,971

Portfolio Total / Weighted Average
 
21,344,852

 
100.0
%
 
$
1,456,589

 
100.0
%
 
$
75

 
$
85

 
$
1,641,067

 
(1)
For some of our properties, we calculate square footage based on factors in addition to contractually leased square feet, including available power, required support space and common area. We estimate the total net rentable square feet available for lease based on a number of factors in addition to contractually leased square feet, including available power, required support space and common area.
(2)
Annualized rent represents the monthly contractual base rent (defined as cash base rent before abatements) under existing leases as of December 31, 2015 multiplied by 12.
(3)
Includes leases, licenses and similar agreements that upon expiration have been automatically renewed on a month-to-month basis.
(4)
Represents consolidated portfolio plus our managed portfolio of unconsolidated joint ventures based on our ownership percentage.

ITEM 3.    LEGAL PROCEEDINGS

In the ordinary course of our business, we may become subject to tort claims, breach of contract and other claims and administrative proceedings. As of December 31, 2015, we were not a party to any legal proceedings which we believe would have a material adverse effect on our operations or financial position.
 

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

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PART II
 

ITEM 5.    MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Digital Realty Trust, Inc.
Digital Realty Trust, Inc.’s common stock has been listed and is traded on the NYSE under the symbol “DLR” since October 29, 2004. The following table sets forth, for the periods indicated, the high and low last sale prices in dollars on the NYSE for our common stock and the distributions we declared with respect to the periods indicated.
 
 
High
 
Low
 
Dividends
Declared
First Quarter 2014
$
57.52

 
$
48.85

 
$
0.83000

Second Quarter 2014
$
59.50

 
$
51.33

 
$
0.83000

Third Quarter 2014
$
67.75

 
$
57.64

 
$
0.83000

Fourth Quarter 2014
$
70.92

 
$
62.19

 
$
0.83000

First Quarter 2015
$
75.39

 
$
63.30

 
$
0.85000

Second Quarter 2015
$
69.12

 
$
62.76

 
$
0.85000

Third Quarter 2015
$
69.83

 
$
60.66

 
$
0.85000

Fourth Quarter 2015
$
77.26

 
$
64.11

 
$
0.85000

Digital Realty Trust, Inc. intends to continue to declare quarterly dividends on its common stock. The actual amount, form and timing of dividends, however, will be at the discretion of the board of directors and will depend upon Digital Realty Trust, Inc.’s financial condition in addition to the requirements for qualification as a REIT under the Code, and no assurance can be given as to the amounts, form or timing of future dividends. Our global revolving credit facility, our Prudential shelf facility and our term loan facility prohibit us from making distributions to our stockholders, or redeeming or otherwise repurchasing shares of our capital stock, including our common stock, after the occurrence and during the continuance of an event of default, except in limited circumstances including as necessary to enable us to maintain our qualification as a REIT and to avoid the payment of income or excise tax. Consequently, after the occurrence and during the continuance of an event of default under our global revolving credit facility, Prudential shelf facility or term loan facility, we may not be able to pay all or a portion of the dividends payable to the holders of our common stock.
Subject to the distribution requirements applicable to REITs under the Code, Digital Realty Trust, Inc. intends, to the extent practicable, to invest substantially all of the proceeds from sales and refinancings of its assets in real estate-related assets and other assets. Digital Realty Trust, Inc. may, however, under certain circumstances, make a dividend of capital or of assets. Such dividends, if any, will be made at the discretion of the board of directors.
As of February 23, 2016, there were approximately 195 holders of record of Digital Realty Trust, Inc.’s common stock. This figure does not reflect the beneficial ownership of shares held in nominee name.















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Digital Realty Trust, L.P.
There is no established trading market for Digital Realty Trust, L.P.’s common units of limited partnership. As of February 23, 2016, there were 48 holders of record of common units, including Digital Realty Trust, L.P.’s general partner, Digital Realty Trust, Inc.
The following table sets forth, for the periods indicated, the distributions per common unit that our operating partnership declared with respect to the periods indicated.
 
 
Distributions
Declared
First Quarter 2014
$
0.83000

Second Quarter 2014
$
0.83000

Third Quarter 2014
$
0.83000

Fourth Quarter 2014
$
0.83000

First Quarter 2015
$
0.85000

Second Quarter 2015
$
0.85000

Third Quarter 2015
$
0.85000

Fourth Quarter 2015
$
0.85000

Digital Realty Trust, L.P. currently intends to continue to make regular quarterly distributions to holders of its common units. Any future distributions will be declared at the discretion of the board of directors of Digital Realty Trust, L.P.’s general partner, Digital Realty Trust, Inc., and will depend on our actual cash flow, financial condition, capital requirements, the annual distribution requirements under the REIT provisions of the Code, and such other factors as the board of directors may deem relevant.


















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STOCK PERFORMANCE GRAPH
The following graph compares the yearly change in the cumulative total stockholder return on Digital Realty Trust, Inc.’s common stock during the period from December 31, 2010 through December 31, 2015, with the cumulative total return on the MSCI US REIT Index (RMS) and the S&P 500 Market Index. The comparison assumes that $100 was invested on December 31, 2010 in Digital Realty Trust, Inc.’s common stock and in each of these indices and assumes reinvestment of dividends, if any.

COMPARISON OF CUMULATIVE TOTAL RETURN
AMONG DIGITAL REALTY TRUST, INC., S&P 500 INDEX AND RMS INDEX
Assumes $100 invested on December 31, 2010
Assumes dividends reinvested
To fiscal year ending December 31, 2015
dlr123114_chart-49734a03.jpg

Pricing Date
DLR($)
 
S&P 500($)
 
RMS($)
December 31, 2010
100.0

 
100.0

 
100.0

December 31, 2011
135.4

 
102.1

 
108.7

December 31, 2012
143.6

 
118.5

 
128.0

December 31, 2013
109.9

 
156.8

 
131.2

December 31, 2014
156.7

 
178.3

 
171.0

December 31, 2015
188.3

 
180.8

 
175.3

 

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This graph and the accompanying text are not “soliciting material,” are not deemed filed with the SEC and are not to be incorporated by reference in any filing by us under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.
The stock price performance shown on the graph is not necessarily indicative of future price performance.
The hypothetical investment in Digital Realty Trust, Inc.’s common stock presented in the stock performance graph above is based on the closing price of the common stock on December 31, 2010.

SALES OF UNREGISTERED EQUITY SECURITIES
Digital Realty Trust, Inc.
None.
Digital Realty Trust, L.P.
During the year ended December 31, 2015, our operating partnership issued partnership units in private placements in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act, in the amounts and for the consideration set forth below:
During the year ended December 31, 2015, Digital Realty Trust, Inc. issued an aggregate of 29,311 shares of its common stock upon the exercise of stock options. Digital Realty Trust, Inc. contributed the proceeds from the option exercises of approximately $0.9 million to our operating partnership and our operating partnership issued to Digital Realty Trust, Inc. an aggregate of 29,311 common units, as required by our operating partnership’s partnership agreement.

During the year ended December 31, 2015, Digital Realty Trust, Inc. issued an aggregate of 109,780 shares of its common stock in connection with restricted stock awards for no cash consideration. For each share of common stock issued by Digital Realty Trust, Inc. in connection with such awards, our operating partnership issued a restricted common unit to Digital Realty Trust, Inc. During the year ended December 31, 2015, our operating partnership issued an aggregate of 109,780 common units to Digital Realty Trust, Inc., as required by our operating partnership’s partnership agreement. During the year ended December 31, 2015, an aggregate of 37,107 shares of its common stock were forfeited to Digital Realty Trust, Inc. in connection with restricted stock awards for a net issuance of 72,673 shares of common stock.
All other issuances of unregistered equity securities of our operating partnership during the year ended December 31, 2015 have previously been disclosed in filings with the SEC. For all issuances of units to Digital Realty Trust, Inc., our operating partnership relied on Digital Realty Trust, Inc.’s status as a publicly traded NYSE-listed company with over $11.4 billion in total consolidated assets and as our operating partnership’s majority owner and general partner as the basis for the exemption under Section 4(a)(2) of the Securities Act.
REPURCHASES OF EQUITY SECURITIES
Digital Realty Trust, Inc.
None.
Digital Realty Trust, L.P.
None.
 

ITEM 6.    SELECTED FINANCIAL DATA
SELECTED COMPANY FINANCIAL AND OTHER DATA (Digital Realty Trust, Inc.)
The following table sets forth selected consolidated financial and operating data on an historical basis for Digital Realty Trust, Inc.


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The following data should be read in conjunction with our financial statements and notes thereto and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Form 10-K. Certain prior year amounts have been reclassified to conform to the current year presentation.

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Year Ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
 
(Amounts in thousands, except share and per share data)
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
Operating Revenues:
 
 
 
 
 
 
 
 
 
Rental
$
1,354,986

 
$
1,256,086

 
$
1,155,051

 
$
990,715

 
$
820,711

Tenant reimbursements
359,875

 
350,234

 
323,286

 
272,309

 
211,811

Interconnection and other
40,759

 

 

 

 

Fee income
6,638

 
7,268

 
3,520

 
8,428

 
29,286

Other
1,078

 
2,850

 
402

 
7,615

 
902

Total operating revenues
1,763,336

 
1,616,438

 
1,482,259

 
1,279,067

 
1,062,710

Operating Expenses:
 
 
 
 
 
 
 
 
 
Rental property operating and maintenance
549,885

 
503,140

 
456,596

 
381,227

 
307,922

Property taxes
92,588

 
91,538

 
90,321

 
69,475

 
49,946

Insurance
8,809

 
8,643

 
8,743

 
9,600

 
8,024

Change in fair value of contingent consideration
(44,276
)
 
(8,093
)
 
(1,762
)
 
(1,051
)
 

Depreciation and amortization
570,527

 
538,513

 
475,464

 
382,553

 
310,425

General and administrative
105,549

 
93,188

 
65,653

 
57,209

 
53,624

Transaction expenses
17,400

 
1,303

 
4,605

 
11,120

 
5,654

Impairment on investments in real estate

 
126,470

 

 

 

Other
60,943

 
3,070

 
827

 
2,856

 
22,805

Total operating expenses
1,361,425

 
1,357,772

 
1,100,447

 
912,989

 
758,400

Operating income
401,911

 
258,666

 
381,812

 
366,078

 
304,310

Other Income (Expenses):
 
 
 
 
 
 
 
 
 
Equity in earnings of unconsolidated joint ventures
15,491

 
13,289

 
9,796

 
8,135

 
4,952

Gain on insurance settlement

 

 
5,597

 

 

Gain on sale of property
94,604

 
15,945

 

 

 

Gain on contribution of investment properties to unconsolidated joint venture

 
95,404

 
115,609

 

 

Gain on sale of equity investment

 
14,551

 

 

 

Interest and other income
(2,381
)
 
2,663

 
139

 
1,892

 
3,260

Interest expense
(201,435
)
 
(191,085
)
 
(189,399
)
 
(157,108
)
 
(149,350
)
Tax expense
(6,451
)
 
(5,238
)
 
(1,292
)
 
(2,647
)
 
42

Loss from early extinguishment of debt
(148
)
 
(780
)
 
(1,813
)
 
(303
)
 
(1,088
)
Net income
301,591

 
203,415

 
320,449

 
216,047

 
162,126

Net income attributable to noncontrolling interests
(4,902
)
 
(3,232
)
 
(5,961
)
 
(5,713
)
 
(5,861
)
Net income attributable to Digital Realty Trust, Inc.
296,689

 
200,183

 
314,488

 
210,334

 
156,265

Preferred stock dividends
(79,423
)
 
(67,465
)
 
(42,905
)
 
(38,672
)
 
(25,397
)
Net income available to common stockholders
$
217,266

 
$
132,718

 
$
271,583

 
$
171,662

 
$
130,868

Per Share Data:
 
 
 
 
 
 
 
 
 
Basic income per share available to common stockholders
$
1.57

 
$
1.00

 
$
2.12

 
$
1.48

 
$
1.33

Diluted income per share available to common stockholders
$
1.56

 
$
0.99

 
$
2.12

 
$
1.48

 
$
1.32

Cash dividend per common share
$
3.40

 
$
3.32

 
$
3.12

 
$
2.92

 
$
2.72

Weighted average common shares outstanding:
 
 
 
 
 
 
 
 
 
Basic
138,247,606

 
133,369,047

 
127,941,134

 
115,717,667

 
98,405,375

Diluted
138,865,421

 
133,637,235

 
128,127,641

 
116,006,577

 
99,169,749



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December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
Balance Sheet Data:
 
 
 
 
 
 
 
 
 
Net investments in real estate
$
8,770,212

 
$
8,203,287

 
$
8,384,086

 
$
7,603,136

 
$
5,242,515

Total assets
11,451,267

 
9,526,784

 
9,626,830

 
8,819,214

 
6,098,566

Global revolving credit facility
967,884

 
525,951

 
724,668

 
723,729

 
275,106

Unsecured term loan
924,568

 
976,600

 
1,020,984

 
757,839

 

Unsecured senior notes, net of discount
3,738,606

 
2,791,758

 
2,364,232

 
1,738,221

 
1,441,072

Exchangeable senior debentures, net of discount

 

 
266,400

 
266,400

 
266,400

Mortgages and other secured loans, net of premiums
303,183

 
378,818

 
585,608

 
792,376

 
947,132

Total liabilities
6,914,765

 
5,612,546

 
5,980,318

 
5,320,830

 
3,518,155

Total stockholders equity
4,500,132

 
3,878,256

 
3,610,516

 
3,468,305

 
2,522,917

Noncontrolling interests in operating partnership
29,612

 
29,191

 
29,027

 
24,135

 
45,057

Noncontrolling interests in consolidated joint ventures
6,758

 
6,791

 
6,969

 
5,944

 
12,437

Total liabilities and equity
$
11,451,267

 
$
9,526,784

 
$
9,626,830

 
$
8,819,214

 
$
6,098,566



 
Year ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
Cash flows from (used in):
 
 
 
 
 
 
 
 
 
Operating activities
$
799,232

 
$
655,888

 
$
656,390

 
$
542,948

 
$
400,956

Investing activities
(2,526,022
)
 
(644,180
)
 
(1,060,609
)
 
(2,475,933
)
 
(830,802
)
Financing activities
1,749,029

 
(26,974
)
 
401,832

 
1,948,635

 
458,758



49

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SELECTED COMPANY FINANCIAL AND OTHER DATA (Digital Realty Trust, L.P.)
The following table sets forth selected consolidated financial and operating data on an historical basis for our operating partnership.

50

Table of Contents

Index to Financial Statements

 
Year Ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
 
(Amounts in thousands, except unit and per unit data)
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
Operating Revenues:
 
 
 
 
 
 
 
 
 
Rental
$
1,354,986

 
$
1,256,086

 
$
1,155,051

 
$
990,715

 
$
820,711

Tenant reimbursements
359,875

 
350,234

 
323,286

 
272,309

 
211,811

Interconnection and other
40,759

 

 

 

 

Fee income
6,638

 
7,268

 
3,520

 
8,428

 
29,286

Other
1,078

 
2,850

 
402

 
7,615

 
902

Total operating revenues
1,763,336

 
1,616,438

 
1,482,259

 
1,279,067

 
1,062,710

Operating Expenses:
 
 
 
 
 
 
 
 
 
Rental property operating and maintenance
549,885

 
503,140

 
456,596

 
381,227

 
307,922

Property taxes
92,588

 
91,538

 
90,321

 
69,475

 
49,946

Insurance
8,809

 
8,643

 
8,743

 
9,600

 
8,024

Change in fair value of contingent consideration
(44,276
)
 
(8,093
)
 
(1,762
)
 
(1,051
)
 

Depreciation and amortization
570,527

 
538,513

 
475,464

 
382,553

 
310,425

General and administrative
105,549

 
93,188

 
65,653

 
57,209

 
53,624

Transaction expenses
17,400

 
1,303

 
4,605

 
11,120

 
5,654

Impairment on investments in real estate

 
126,470

 

 

 

Other
60,943

 
3,070

 
827

 
2,856

 
22,805

Total operating expenses
1,361,425

 
1,357,772

 
1,100,447

 
912,989

 
758,400

Operating income
401,911

 
258,666

 
381,812

 
366,078

 
304,310

Other Income (Expenses):
 
 
 
 
 
 
 
 
 
Equity in earnings of unconsolidated joint ventures
15,491

 
13,289

 
9,796

 
8,135

 
4,952

Gain on insurance settlement

 

 
5,597

 

 

Gain on sale of property
94,604

 
15,945

 

 

 

Gain on contribution of investment properties to unconsolidated joint venture

 
95,404

 
115,609

 

 

Gain on sale of equity investment

 
14,551

 

 

 

Interest and other income
(2,381
)
 
2,663

 
139

 
1,892

 
3,260

Interest expense
(202,800
)
 
(191,085
)
 
(189,399
)
 
(157,108
)
 
(149,350
)
Tax expense
(6,451
)
 
(5,238
)
 
(1,292
)
 
(2,647
)
 
42

Loss from early extinguishment of debt
(148
)
 
(780
)
 
(1,813
)
 
(303
)
 
(1,088
)
Net income
300,226

 
203,415

 
320,449

 
216,047

 
162,126

Net (income) loss attributable to noncontrolling interests in consolidated joint ventures
(460
)
 
(465
)
 
(595
)
 
444

 
324

Net income attributable to Digital Realty Trust, L.P.
299,766

 
202,950

 
319,854

 
216,491

 
162,450

Preferred units distributions
(79,423
)
 
(67,465
)
 
(42,905
)
 
(38,672
)
 
(25,397
)
Net income available to common unitholders
$
220,343

 
$
135,485

 
$
276,949

 
$
177,819

 
$
137,053

Per Unit Data:
 
 
 
 
 
 
 
 
 
Basic income per unit available to common unitholders
$
1.56

 
$
1.00

 
$
2.12

 
$
1.48

 
$
1.33

Diluted income per unit available to common unitholders
$
1.55

 
$
0.99

 
$
2.12

 
$
1.48

 
$
1.32

Cash distributions per common unit
$
3.40

 
$
3.32

 
$
3.12

 
$
2.92

 
$
2.72

Weighted average common units outstanding:
 
 
 
 
 
 
 
 
 
Basic
140,905,897

 
136,122,661

 
130,462,534

 
119,861,380

 
103,053,004

Diluted
141,523,712

 
136,390,849

 
130,649,041

 
120,150,290

 
103,817,378


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December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
Balance Sheet Data:
 
 
 
 
 
 
 
 
 
Net investments in real estate
$
8,770,212

 
$
8,203,287

 
$
8,384,086

 
$
7,603,136

 
$
5,242,515

Total assets
11,451,267

 
9,526,784

 
9,626,830

 
8,819,214

 
6,098,566

Global revolving credit facility
967,884

 
525,951

 
724,668

 
723,729

 
275,106

Unsecured term loan
924,568

 
976,600

 
1,020,984

 
757,839

 

Unsecured senior notes, net of discount
3,738,606

 
2,791,758

 
2,364,232

 
1,738,221

 
1,441,072

Exchangeable senior debentures, net of discount

 

 
266,400

 
266,400

 
266,400

Mortgages and other secured loans, net of premiums
303,183

 
378,818

 
585,608

 
792,376

 
947,132

Total liabilities
6,916,130

 
5,612,546

 
5,980,318

 
5,320,830

 
3,518,155

General partner’s capital
4,595,357

 
3,923,302

 
3,599,825

 
3,480,496

 
2,578,797

Limited partners’ capital
33,986

 
32,578

 
31,261

 
26,854

 
49,244

Accumulated other comprehensive income (loss)
(100,964
)
 
(48,433
)
 
8,457

 
(14,910
)
 
(60,067
)
Noncontrolling interests in consolidated joint ventures
6,758

 
6,791

 
6,969

 
5,944

 
12,437

Total liabilities and capital
$
11,451,267

 
$
9,526,784

 
$
9,626,830

 
$
8,819,214

 
$
6,098,566



 
Year ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
Cash flows from (used in):
 
 
 
 
 
 
 
 
 
Operating activities
$
799,232

 
$
655,888

 
$
656,390

 
$
542,948

 
$
400,956

Investing activities
(2,526,022
)
 
(644,180
)
 
(1,060,609
)
 
(2,475,933
)
 
(830,802
)
Financing activities
1,749,029

 
(26,974
)
 
401,832

 
1,948,635

 
458,758



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ITEM 7.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the consolidated financial statements and notes thereto appearing elsewhere in this report. We make statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this report entitled “Forward-Looking Statements.” Certain risk factors may cause our actual results, performance or achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk factors, see the sections in this report entitled “Risk Factors” and “Forward-Looking Statements.”
Occupancy percentages included in the following discussion, for some of our properties, are calculated based on factors in addition to contractually leased square feet, including available power, required support space and common area.
Overview
Our company. Digital Realty Trust, Inc. completed its initial public offering of common stock, or our IPO, on November 3, 2004. We believe that we have operated in a manner that has enabled us to qualify, and have elected to be treated, as a REIT under Sections 856 through 860 of the Code. Our company was formed on March 9, 2004. During the period from our formation until we commenced operations in connection with the completion of our IPO, we did not have any corporate activity other than the issuance of shares of Digital Realty Trust, Inc. common stock in connection with the initial capitalization of the company. Our operating partnership was formed on July 21, 2004.
Business and strategy. Our primary business objectives are to maximize: (i) sustainable long-term growth in earnings and funds from operations per share and unit, (ii) cash flow and returns to our stockholders and our operating partnership’s unitholders through the payment of distributions and (iii) return on invested capital. We expect to achieve our objectives by focusing on our core business of investing in and developing technology-related real estate. A significant component of our current and future internal growth is anticipated through the development of our existing space held for development and acquisition of new properties. We target high quality, strategically located properties containing the physical and connectivity infrastructure that supports the applications and operations of corporate enterprise data center and technology industry tenants and properties that may be developed for such use. Most of our properties contain fully redundant electrical supply systems, multiple power feeds, above-standard cooling systems, raised floor areas, extensive in-building communications cabling and high-level security systems. We focus solely on technology-related real estate because we believe that the growth in corporate data center adoption and the technology-related real estate industry generally will continue to be superior to that of the overall economy.
As of December 31, 2015, we owned an aggregate of 139 operating properties, including eight Telx properties (of which two properties are owned and six properties are leased from third parties) and 14 properties held as investments in unconsolidated joint ventures, with approximately 25.6 million rentable square feet including approximately 1.3 million square feet of space under active development and approximately 1.3 million square feet of space held for future development. The 14 properties held as investments in unconsolidated joint ventures have an aggregate of approximately 1.9 million rentable square feet. The 15 parcels of developable land we own comprised approximately 286 acres. At December 31, 2015, approximately 1.3 million square feet was under construction for Turn-Key Flex®, Powered Base Building® and Custom Solutions products, all of which are expected to be income producing on or after completion, in three U.S. domestic metropolitan areas, two European metropolitan areas, one Canadian metropolitan area and our Singapore metropolitan area, consisting of approximately 0.7 million square feet of base building construction and 0.6 million square feet of data center construction.
We have developed detailed, standardized procedures for evaluating new real estate investments to ensure that they meet our financial, technical and other criteria. We expect to continue to acquire additional assets as a part of our growth strategy. We intend to aggressively manage and lease our assets to increase their cash flow. We may continue to build out our development portfolio when justified by anticipated returns.
We may acquire properties subject to existing mortgage financing and other indebtedness or we may incur new indebtedness in connection with acquiring or refinancing these properties. Debt service on such indebtedness will have a priority over any cash dividends with respect to Digital Realty Trust, Inc.’s common stock and preferred stock. We currently intend to limit our indebtedness to 60% of our total enterprise value and, based on the closing price of Digital Realty Trust, Inc. common stock on December 31, 2015 of $75.62, our ratio of debt to total enterprise value was approximately 32%. Our total enterprise value is defined as the sum of the market value of Digital Realty Trust, Inc.’s outstanding common stock (which may decrease, thereby increasing our debt to total enterprise value ratio), excluding options issued under our company’s incentive

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award plan, plus the liquidation value of Digital Realty Trust, Inc.’s preferred stock, plus the aggregate value of our operating partnership’s units not held by Digital Realty Trust, Inc. (with the per unit value equal to the market value of one share of Digital Realty Trust, Inc. common stock and excluding long-term incentive units, Class C units and Class D units), plus the book value of our total consolidated indebtedness.
Revenue base. As of December 31, 2015, we owned 139 operating properties through our operating partnership, including eight Telx properties (of which two properties are owned and six properties are leased from third parties) and 14 properties held as investments in unconsolidated joint ventures and developable land. These properties are mainly located throughout the U.S., with 23 properties located in Europe, three properties in Australia, three properties in Asia and two properties in Canada. We, through our predecessor, acquired our first portfolio property in January 2002 and have added properties through acquisition and development activities as follows:
Year Ended December 31:
Operating Properties
Acquired 
(1)
 
Net Rentable
Square Feet(2)
 
Square Feet of Space Under Active Development as of December 31, 2015 (3)
 
Square Feet of Space Held for Future Development as of December 31, 2015 (4)
2002
4

 
1,093,250

 

 
46,530

2003
5

(5) 
1,005,855

 

 

2004
10

(5) 
2,375,410

 

 
108,445

2005
19

(5) 
2,822,831

 

 
145,122

2006
18

(5) 
2,852,131

 

 
29,926

2007
13

(5)(6) 
1,742,397

 

 
84,268

2008
4

 
463,560

 

 
59,554

2009
8

(7)(9)(10) 
1,718,252

 
577,329

 
36,379

2010
15

 
2,518,488

 
9,592

 
94,526

2011
11

(8) 
1,637,893

 
291,275

 
108,012

2012
15

 
2,683,569

 
195,106

 
291,288

2013
8

 
1,107,045

 
92,358

 
123,329

2014

 

 

 

2015
9

(11) 
873,574

 
177,000

 
220,362

Operating properties owned as of December 31, 2015
139

 
22,894,255

 
1,342,660

 
1,347,741

 
(1)
Excludes  properties sold: 650 Randolph Road (December 2015), 833 Chestnut Street (April 2015), 3300 East Birch Street (March 2015), 100 Quannapowitt (February 2015), 6 Braham Street (April 2014), 100 Technology Center Drive (March 2007), 4055 Valley View Lane (March 2007) and 7979 East Tufts Avenue (July 2006). In addition, also excludes 701 & 717 Leonard Street, a parking garage located adjacent to our internet gateway data center located at 2323 Bryan Street and not considered a separate property. Also excludes a leasehold interest acquired in March 2007 related to an acquisition made in 2006. Excludes 13 developable land parcels. Includes 12 properties held in our managed portfolio of unconsolidated joint ventures consisting of 4650 Old Ironsides Drive (Silicon Valley), 2950 Zanker Road (Silicon Valley), 4700 Old Ironsides Drive (Silicon Valley), 444 Toyama Drive (Silicon Valley), 43790 Devin Shafron Drive (Northern Virginia), 21551 Beaumeade Circle (Northern Virginia), 7505 Mason King Court (Northern Virginia), 14901 FAA Boulevard (Dallas), 900 Dorothy Drive (Dallas), 636 Pierce Street (New York), 43915 Devin Shafron Drive (Northern Virginia) and 33 Chun Choi Street (Hong Kong); and two properties held in our non-managed unconsolidated joint ventures consisting of 2001 Sixth Avenue (Seattle) and 2020 Fifth Avenue (Seattle).
(2)
Current net rentable square feet as of December 31, 2015, which represents the current square feet under lease as specified in the applicable lease agreements plus management’s estimate of space available for lease based on engineering drawings. Includes tenants’ proportional share of common areas but excludes space held for development.
(3)
Space under active development includes current base building and data center projects in progress.
(4)
Space held for future development includes space held for future data center development, and excludes space under active development.
(5)
As of December 31, 2015, there were eight properties held for sale; one was acquired in 2003, two in 2004, two in 2005, one in 2006 and two in 2007.

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(6)
Includes three developed buildings (43915 Devin Shafron Drive, 43830 Devin Shafron Drive and 43790 Devin Shafron Drive) placed into service in 2010 and 2011 that are being included with a property (Devin Shafron buildings) that was acquired in 2007.
(7)
Includes  a developed building (21551 Beaumeade Circle) placed into service in 2011 that is being included with a property (Beaumeade Circle Portfolio) that was acquired in 2009.
(8)
Includes four developed buildings (43940 Digital Loudoun Plaza in Northern Virginia, 3825 NW Aloclek Place in Portland, Oregon, 98 Radnor Drive in Melbourne, Australia and 1-23 Templar Road in Sydney, Australia) placed into service in 2012 and 2013, on land parcels acquired in 2011.
(9)
43790 Devin Shafron Drive and 21551 Beaumeade Circle, which were previously included as part of the Devin Shafron buildings and Beaumeade Circle Portfolio, respectively, are now each separately included in the property count because they were separately contributed to an unconsolidated joint venture in September 2013.
(10)
43915 Devin Shafron Drive, which was previously included as part of the Devin Shafron buildings, is now separately included in the property count because it was separately contributed to an unconsolidated joint venture in September 2014.
(11)
Includes eight properties that were added as part of the Telx Acquisition, two of which are owned: 56 Marietta Street (Atlanta) and 100 Delawanna Avenue (New York); and six that are leased from third parties: 60 Hudson Street (New York), 32 Avenue of the Americas (New York), 2 Peekay Drive (New York), 2820 Northwestern Parkway (Silicon Valley), 8425 N. Stemmons Freeway (Dallas) and 3433 S. 120th Place (Seattle). Telx also leases space at 111 8th Avenue (New York), which is partially subleased by Telx from the company and partially subleased from third parties.

As of December 31, 2015, the properties in our portfolio, including the 14 properties held as investments in unconsolidated joint ventures, were approximately 91.4% leased excluding approximately 1.3 million square feet of space under active development and approximately 1.3 million square feet of space held for future development. Due to the capital-intensive and long-term nature of the operations being supported, our lease terms are generally longer than standard commercial leases. As of December 31, 2015, our average lease term at signing is approximately 12.0 years, with an average of approximately 6.0 years remaining. Our scheduled lease expirations through December 31, 2017 are 13.3% of rentable square feet excluding month-to-month leases, space under active development and space held for future development as of December 31, 2015.
On February 5, 2015, the operating partnership sold the 100 Quannapowitt property for approximately $31 million. The transaction after costs resulted in net proceeds of approximately $29 million and a net gain of approximately $10 million. The property was identified as held for sale as of December 31, 2014. 100 Quannapowitt was not a significant component of our U.S. portfolio nor does the sale represent a significant shift in our strategy.

On March 31, 2015, the operating partnership sold the 3300 East Birch Street property for approximately $14 million. The transaction after costs resulted in net proceeds of approximately $14 million and a net gain of approximately $8 million. The property was identified as held for sale as of December 31, 2014. 3300 East Birch Street was not a significant component of our U.S. portfolio nor does the sale represent a significant shift in our strategy.

On April 30, 2015, the operating partnership sold the 833 Chestnut Street property for approximately $161 million. The transaction after costs and buyer credits resulted in net proceeds of approximately $159 million, including a $9 million note receivable, and a net gain of approximately $77 million. The property was identified as held for sale as of March 31, 2015. 833 Chestnut Street was not a significant component of our U.S. portfolio nor does the sale represent a significant shift in our strategy.

On December 30, 2015, the operating partnership sold the 650 Randolph Road property for approximately $9.2 million. The transaction after costs resulted in net proceeds of approximately $9 million and a net loss of approximately $0.1 million. 650 Randolph Road was not a significant component of our U.S. portfolio nor does the sale represent a significant shift in our strategy.

On January 21, 2016, the operating partnership closed on the sale of 47700 Kato Road and 1055 Page Avenue, two adjacent non-data center properties totaling 199,000 square feet in Fremont, California for $37.5 million. The sale generated net proceeds of $35.8 million, and we will recognize a gain on the sale of approximately $1.2 million in the first quarter of 2016. The properties were identified as held for sale as of December 31, 2015. 47700 Kato Road and 1055 Page Avenue were not a significant component of our U.S. portfolio nor does the sale represent a significant shift in our strategy.


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Factors Which May Influence Future Results of Operations
Global market and economic conditions. General economic conditions and the cost and availability of capital may be adversely affected in some or all of the metropolitan areas in which we own properties and conduct our operations. Instability in the U.S., European, Asia Pacific and other international financial markets and economies may adversely affect our ability, and the ability of our tenants, to replace or renew maturing liabilities on a timely basis, access the capital markets to meet liquidity and capital expenditure requirements and may result in adverse effects on our, and our tenants’, financial condition and results of operations.
In addition, our access to funds under our global revolving credit facility depends on the ability of the lenders that are parties to such facilities to meet their funding commitments to us. We cannot assure you that long-term disruptions in the global economy and the return of tighter credit conditions among, and potential failures or nationalizations of, third party financial institutions as a result of such disruptions will not have an adverse effect on our lenders. If our lenders are not able to meet their funding commitments to us, our business, results of operations, cash flows and financial condition could be adversely affected.
If we do not have sufficient cash flow to continue operating our business and are unable to borrow additional funds, access our existing lines of credit or raise equity or debt capital, we may need to source alternative ways to increase our liquidity. Such alternatives may include, without limitation, curtailing development activity, disposing of one or more of our properties possibly on disadvantageous terms or entering into or renewing leases on less favorable terms than we otherwise would.
Foreign currency exchange risk. For the years ended December 31, 2015 and 2014,  we had foreign operations in the United Kingdom, Ireland, France, The Netherlands, Switzerland, Canada, Singapore, Australia, Japan and Hong Kong, and, as such, are subject to risk from the effects of exchange rate movements of foreign currencies, which may affect future costs and cash flows. Our foreign operations are conducted in the British pound sterling, Euro, Swiss franc, Canadian dollar, Singapore

dollar, Australian dollar, Japanese Yen and the Hong Kong dollar. Our primary currency exposures are to the British pound sterling, the Euro and the Singapore dollar. We attempt to mitigate a portion of the risk of currency fluctuation by financing our investments in the local currency denominations, although there can be no assurance that this will be effective. As a result, changes in the relation of any such foreign currency to U.S. dollars may affect our revenues, operating margins and distributions and may also affect the book value of our assets and the amount of stockholders’ equity.
Rental income. The amount of rental income generated by the properties in our portfolio depends on several factors, including our ability to maintain or improve the occupancy rates of currently leased space and to lease currently available space and space available from lease terminations. Excluding approximately 1.3 million square feet of space under active development and approximately 1.3 million square feet of space held for future development as of December 31, 2015, the occupancy rate of the properties in our portfolio, including the 14 properties held as investments in unconsolidated joint ventures, was approximately 91.4% of our net rentable square feet.
As of December 31, 2015, we had over 1,000 tenants in our portfolio, including the 12 properties held in our managed portfolio of unconsolidated joint ventures. As of December 31, 2015, approximately 91% of our leases (on a rentable square footage basis) contained base rent escalations that were either fixed (generally ranging from 2% to 4%) or indexed based on a consumer price index or other similar inflation related index. We cannot assure you that these escalations will cover any increases in our costs or will otherwise keep rental rates at or above market rates.
The amount of rental income generated by us also depends on maintaining or increasing rental rates at our properties, which in turn depends on several factors, including supply and demand and market rates for data center space. Included in our approximately 21.0 million net rentable square feet, excluding space under active development and space held for future development and 14 properties held as investments in unconsolidated joint ventures, at December 31, 2015 is approximately 0.6 million square feet of data center space with extensive installed tenant improvements available for lease. Since our IPO, we have leased approximately 4.6 million square feet of similar space, including Turn-Key Flex® space. Our Turn-Key Flex® product is an effective solution for tenants who prefer to utilize a partner with the expertise or capital budget to provide extensive data center infrastructure and security. Our expertise in data center construction and operations enables us to lease space to these tenants at a premium over other uses. In addition, as of December 31, 2015, we had approximately 1.3 million square feet of space under active development and approximately 1.3 million square feet of space held for future development, or approximately 11% of the total rentable space in our portfolio, including the 14 properties held as investments in unconsolidated joint ventures. Our ability to grow earnings depends in part on our ability to develop space and lease development space at favorable rates, which we may not be able to obtain. Development space requires significant capital investment in order to develop data center facilities that are ready for use and, in addition, we may require additional time or encounter delays in securing tenants for development space. We may purchase additional vacant properties and properties with vacant development space in the future. We will require additional capital to finance our development activities, which may not

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be available or may not be available on terms acceptable to us, including as a result of the conditions described above under “Global market and economic conditions.”
In addition, the timing between when we sign a new lease with a tenant and when that lease commences and we begin to generate rental income may be significant and may not be easily predictable. Certain leases may provide for staggered commencement dates for additional space, the timing of which may be delayed significantly.
Economic downturns, including as a result of the conditions described above under “Global market and economic conditions,” or regional downturns affecting our markets or downturns in the technology-related real estate industry that impair our ability to lease or renew or re-lease space, or otherwise reduce returns on our investments or the ability of our tenants to fulfill their lease commitments, as in the case of tenant bankruptcies, could adversely affect our ability to maintain or increase rental rates at our properties.

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Scheduled lease expirations. Our ability to re-lease expiring space at rental rates equal to or in excess of current rental rates will impact our results of operations. In addition to approximately 1.9 million square feet of available space in our portfolio, which excludes approximately 1.3 million square feet of space under active development and approximately 1.3 million square feet of space held for future development as of December 31, 2015 and the two properties held as investments in our non-managed unconsolidated joint ventures, leases representing approximately 5.8% and 7.5% of the net rentable square footage of our portfolio are scheduled to expire during the years ending December 31, 2016 and 2017, respectively.
During the year ended December 31, 2015, we signed new leases totaling approximately 0.8 million square feet of space and renewal leases totaling approximately 1.4 million square feet of space. The following table summarizes our leasing activity in the year ended December 31, 2015:
 
Number of
Leases (1)
 
Rentable Square Feet(1)
 
Expiring
Rates (2)
 
New
Rates (2)
 
Rental Rate
Changes
 
TI’s/Lease
Commissions
Per Square
Foot
 
Weighted 
Average Lease
Terms
(years)
Leasing Activity (3)(4)
 
 
 
 
 
 
 
 
 
 
 
 
 
Renewals Signed
 
 
 
 
 
 
 
 
 
 
 
 
 
Turn-Key Flex ®
47

 
263,246

 
$
136.18

 
$
142.78

 
4.8
%
 
$
5.09

 
3.3

Powered Base Building ®
15

 
769,232

 
$
20.59

 
$
27.53

 
33.7
%
 
$
2.00

 
5.3

Colocation
238

 
66,775

 
$
309.63

 
$
329.92

 
6.6
%
 
$
2.03

 
1.6

Non-technical
33

 
330,784

 
$
17.63

 
$
19.30

 
9.5
%
 
$
7.22

 
9.0

New Leases Signed (5)
 
 
 
 
 
 
 
 
 
 
 
 
 
Turn-Key Flex ®
164

 
720,797

 

 
$
161.90

 

 
$
36.39

 
6.0

Powered Base Building ®
3

 

 

 
$

 

 
$

 
8.3

Colocation
167

 
28,129

 

 
$
299.10

 

 
$
64.34

 
4.0

Non-technical
29

 
35,708

 

 
$
24.47

 

 
$
7.99

 
2.3

Leasing Activity Summary
 
 
 
 
 
 
 
 
 
 
 
 
 
Turn-Key Flex ®
211

 
927,347

 

 
$
156.79

 

 

 
 
Powered Base Building ®
18

 
769,232

 

 
$
27.53

 

 

 
 
Colocation
405

 
120,757

 

 
$
320.79

 

 

 
 
Non-technical
62

 
366,492

 

 
$
19.80

 

 

 
 
 
(1)
For some of our properties, we calculate square footage based on factors in addition to contractually leased square feet, including power, required support space and common area.
(2)
Rental rates represent annual estimated cash rent per rentable square foot adjusted for straight-line rents in accordance with GAAP. GAAP rental rates are inclusive of tenant concessions, if any.
(3)
Excludes short term leases.
(4)
Commencement dates for the leases signed range from 2015 to 2017.
(5)
Includes leases signed for new and re-leased space.
Our ability to re-lease or renew expiring space at rental rates equal to or in excess of current rental rates will impact our results of operations. We continue to see strong demand in most of our key metropolitan areas for data center space and, subject to the supply of available data center space in these metropolitan areas, expect the rental rates we are likely to achieve on re-leased or renewed data center space leases for 2016 expirations on an average aggregate basis will generally be higher than the rates currently being paid for the same space on a GAAP basis and flat on a cash basis. For the year ended December 31, 2015, rents on renewed space decreased by an average of 4.8% on a GAAP basis on our Turn-Key Flex® space compared to the expiring rents and increased by an average of 33.7% on a GAAP basis on our Powered Base Building® space compared to the expiring rents. Our past performance may not be indicative of future results, and we cannot assure you that leases will be renewed or that our properties will be re-leased at all or at rental rates equal to or above the current average rental rates. Further, re-leased/renewed rental rates in a particular metropolitan area may not be consistent with rental rates across our portfolio as a whole and may fluctuate from one period to another due to a number of factors, including local real estate conditions, local

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supply and demand for data center space, competition from other data center developers or operators, the condition of the property and whether the property, or space within the property, has been developed.

Geographic concentration. We depend on the market for technology-based real estate in specific geographic regions and significant changes in these regional metropolitan areas can impact our future results. As of December 31, 2015, our portfolio, including the 14 properties held as investments in unconsolidated joint ventures, was geographically concentrated in the following metropolitan areas:
Metropolitan Area
Percentage of December 31, 2015 total annualized rent (1)
New York
12.5
%
Northern Virginia
11.3
%
Dallas
10.1
%
London, England
10.1
%
Silicon Valley
9.4
%
Chicago
7.4
%
Phoenix
6.2
%
San Francisco
4.9
%
Singapore
3.6
%
Boston
3.4
%
Atlanta
3.3
%
Seattle
2.8
%
Los Angeles
2.6
%
Other
12.4
%
Total
100.0
%
 
(1)
Annualized rent is monthly contractual rent (defined as cash base rent before abatements) under existing leases as of December 31, 2015 multiplied by 12. The aggregate amount of abatements for the year ended December 31, 2015 was approximately $26.2 million.
Operating expenses. Our operating expenses generally consist of utilities, property and ad valorem taxes, property management fees, insurance and site maintenance costs, as well as rental expenses on our ground and building leases. In particular, our buildings require significant power to support the data center operations contained in them. Many of our leases contain provisions under which the tenants reimburse us for a portion of property operating expenses and real estate taxes incurred by us. However, we generally are not entitled to reimbursement of property operating expenses, other than utility expense, and real estate taxes under our leases for Turn-Key Flex® facilities. We also incur general and administrative expenses, including expenses relating to our asset management function, as well as significant legal, accounting and other expenses related to corporate governance, SEC reporting and compliance with the various provisions of the Sarbanes-Oxley Act. Increases or decreases in such operating expenses will impact our overall performance. We expect to incur additional operating expenses as we continue to expand.
Climate change legislation. In June 2009, the U.S. House of Representatives approved comprehensive clean energy and climate change legislation intended to cut greenhouse gas, or GHG, emissions, via a cap-and-trade program. The U.S. Senate did not subsequently pass similar legislation. New climate change legislation was introduced in the U.S. Senate in 2013, but significant opposition to federal climate change legislation exists.
As a result, near-term action to reduce GHG emissions likely will be focused on regulatory agencies, primarily the U.S. Environmental Protection Agency, or EPA, and state actions. The EPA has been moving aggressively to regulate GHG emissions from automobiles and large stationary sources, including electricity producers, using its own authority under the Clean Air Act. The EPA made an endangerment finding in 2009 that allows it to create regulations imposing emissions reporting, permitting, control technology installation, and monitoring requirements applicable to certain emitters of GHGs,

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including facilities that provide electricity to our data centers, although the materiality of the impacts will not be fully known until all regulations are finalized and legal challenges are resolved.
As of December 31, 2015, the EPA has finalized rules imposing permitting and control technology requirements upon certain newly-constructed or modified facilities which emit GHGs under the Clean Air Act New Source Review Prevention of Significant Deterioration, or NSR PSD, and Title V permitting programs. As a result, newly-issued NSR PSD and Title V permits for new or modified electricity generating units (EGUs) and other facilities may need to address GHG emissions, including by requiring the installation of “Best Available Control Technology.” The EPA implemented in December 2015 the “Clean Power Plan” regulating carbon dioxide (CO2) emissions from new and existing coal-fired and natural gas EGUs. Existing EGUs are subject to statewide CO2 emissions reduction targets, an effort designed to achieve a thirty-two percent reduction in nationwide existing EGU CO2 emissions by 2030 (in comparison to 2005 levels). New, modified, and reconstructed EGUs are subject to “New Source Performance Standards” that include both technological requirements and numeric emission limits. However, twenty-four states and a number of industry groups challenged the Clean Power Plan in federal court, and in February 2016 the U.S. Supreme Court issued a stay of the Clean Power Plan until the legal challenges have been decided. Separately, the EPA’s GHG “reporting rule” requires that certain emitters, including electricity generators, monitor and report GHG emissions. At the state level, California implemented a GHG cap-and-trade program that began imposing compliance obligations on industrial sectors, including electricity generators and importers, in January 2013.

In addition, the European Union, or EU (including the United Kingdom) has been operating since 2005 under a cap-and-trade program, which directly affects the largest emitters of GHGs, including electricity producers from whom we purchase power, and the EU has taken a number of other climate change-related initiatives, including a directive targeted at improving energy efficiency (which introduces energy efficiency auditing requirements).  The Paris Agreement was adopted by the United States and 194 other countries (although it has not yet been signed) and looks to prevent global average temperatures from increasing by more than 2 degrees Celsius above preindustrial levels.  National legislation may also be implemented independently by Members of the EU.  For example, in the United Kingdom, the implementation of the CRC Energy Efficiency Scheme introduced a mandatory reporting and pricing scheme that is designed to incentivize energy efficiency and cut emissions by large energy users.
The cost of electric power comprises a significant component of our operating expenses. Any additional taxation or regulation of energy use, including as a result of (i) new legislation that Congress may pass, (ii) the regulations that the EPA has proposed or finalized, (iii) regulations under legislation that states have passed or may pass, or (iv) any further legislation or regulations in the EU could significantly increase our costs, and we may not be able to effectively pass all of these costs on to our tenants. These matters could adversely impact our business, results of operations, or financial condition.
Interest rates. As of December 31, 2015, we had approximately $469.5 million of variable rate debt subject to interest rate swap agreements on certain tranches of our unsecured term loan, along with $967.9 million and $455.1 million of variable rate debt that was outstanding on the global revolving credit facility and the unswapped portion of the unsecured term loan, respectively. The availability of debt and equity capital may decrease or be on unfavorable terms as a result of the circumstances described above under “Global market and economic conditions.” The effects on commercial real estate mortgages, if available, include, but may not be limited to: higher loan spreads, tightened loan covenants, reduced loan to value ratios resulting in lower borrower proceeds and higher principal payments. Potential future increases in interest rates and credit spreads may increase our interest expense and fixed charges and negatively affect our financial condition and results of operations, potentially impacting our future access to the debt and equity capital markets. Increased interest rates may also increase the risk that the counterparties to our swap agreements will default on their obligations, which could further increase our interest expense. If we cannot obtain capital from third party sources, we may not be able to acquire or develop properties when strategic opportunities exist, satisfy our debt service obligations or pay the cash dividends to Digital Realty Trust, Inc.’s stockholders necessary to maintain its qualification as a REIT.
Demand for data center space. Our portfolio of properties consists primarily of technology-related real estate and data center real estate in particular. A decrease in the demand for, or increase in supply of, data center space, Internet gateway facilities or other technology-related real estate would have a greater adverse effect on our business and financial condition than if we owned a portfolio with a more diversified tenant base or less specialized use. We have invested in building out additional inventory primarily in what we anticipate will be our active major metropolitan areas prior to having executed leases with respect to this space. Demand in our core markets such as Virginia, Dallas and London are largely in line with supply. We also continue to see strong demand in other key metropolitan areas across our portfolio. However, until this inventory is leased up, which will depend on a number of factors, including available data center space in these metropolitan areas, our return on invested capital is negatively impacted. Our development activities make us particularly susceptible to general economic slowdowns, including recessions and the other circumstances described above under “Global market and economic conditions,”

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as well as adverse developments in the corporate data center, Internet and data communications and broader technology industries. Any such slowdown or adverse development could lead to reduced corporate IT spending or reduced demand for data center space. Reduced demand could also result from business relocations, including to metropolitan areas that we do not currently serve. Changes in industry practice or in technology, such as virtualization technology, more efficient computing or networking devices, or devices that require higher power densities than today’s devices, could also reduce demand for the physical data center space we provide or make the tenant improvements in our facilities obsolete or in need of significant upgrades to remain viable. In addition, the development of new technologies, the adoption of new industry standards or other factors could render many of our tenants’ current products and services obsolete or unmarketable and contribute to a downturn in their businesses, thereby increasing the likelihood that they default under their leases, become insolvent or file for bankruptcy. In addition, demand for data center space in our properties, or the rates at which we lease space, may be adversely impacted either across our portfolio or in specific metropolitan areas as a result of an increase in the number of competitors, or the amount of space being offered in our metropolitan areas and other metropolitan areas by our competitors.

Telx Acquisition. We believe that the Telx Acquisition will provide a number of strategic and financial benefits, including providing us a leading colocation and interconnection platform, a premium connectivity infrastructure and enhanced growth potential in attractive locations. However, there can be no assurance that we will realize the intended benefits of the Telx Acquisition and it may divert management's attention, and disrupt our plans and operations. In addition, we may be subject to unknown or contingent liabilities related to Telx for which we may have no or limited recourse against the sellers.
Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with U.S. generally accepted accounting principles, or GAAP. The preparation of these financial statements in conformity with GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses in the reporting period. Our actual results may differ from these estimates. We have provided a summary of our significant accounting policies in Item 1, Note 2 “Summary of Significant Accounting Policies” in the Notes to Consolidated Financial Statements. We describe below those accounting policies that require material subjective or complex judgments and that have the most significant impact on our financial condition and consolidated results of operations. Our management evaluates these estimates on an ongoing basis, based upon information currently available and on various assumptions management believes are reasonable as of the date on the front cover of this report.
Investments in Real Estate
Acquisition of real estate. The price that we pay to acquire a property is impacted by many factors including the condition of the property and improvements, the occupancy of the building, the term and rate of in-place leases, the creditworthiness of the tenants, favorable or unfavorable financing, above or below-market ground leases and numerous other factors.
Accordingly, we are required to make subjective assessments to allocate the purchase price paid to acquire investments in real estate among the identifiable assets including intangibles and liabilities assumed based on our estimate of the fair value of such assets and liabilities. This includes determining the value of the property and improvements, land, ground leases, if any, and tenant improvements. Additionally, we evaluate the value of in-place leases on occupancy and market rent, the value of the tenant relationships, the value (or negative value) of above (or below) market leases, any debt or deferred taxes assumed from the seller or loans made by the seller to us and any building leases assumed from the seller. Each of these estimates requires a great deal of judgment and some of the estimates involve complex calculations. These allocation assessments have a direct impact on our results of operations. For example, if we were to allocate more value to land, there would be no depreciation with respect to such amount. If we were to allocate more value to the property as opposed to allocating to the value of in-place tenant leases, this amount would be recognized as an expense over a much longer period of time. This potential effect occurs because the amounts allocated to property are depreciated over the estimated lives of the property whereas amounts allocated to in-place tenant leases are amortized over the estimated term (including renewal and extension assumptions) of the leases. Additionally, the amortization of the value (or negative value) assigned to above (or below) market rate leases is recorded as an adjustment to rental revenue as compared to amortization of the value of in-place tenant leases and tenant relationships, which is included in depreciation and amortization in our condensed consolidated income statements.
From time to time, we will receive offers for sale of our properties, either solicited or unsolicited. For those offers that are accepted, the prospective buyer will usually require a due diligence period before consummation of the transaction. It is not unusual for matters to arise that result in the withdrawal or rejection of the offer during this process. We classify real estate as “held for sale” when all criteria under the GAAP guidance has been met.

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Capitalization of costs. Direct and indirect project costs that are clearly associated with the development of properties are capitalized as incurred. Project costs include all costs directly associated with the development of a property, including construction costs, interest, property taxes, insurance, legal fees and costs of personnel working on the project. Indirect costs that do not clearly relate to the projects under development are not capitalized and are charged to expense as incurred.
Capitalization of costs begins when the activities necessary to get the development project ready for its intended use begin, which include costs incurred before the beginning of construction. Capitalization of costs ceases when the development project is substantially complete and ready for its intended use. Determining when a development project commences, and when it is substantially complete and ready for its intended use involves a degree of judgment. We generally consider a development project to be substantially complete and ready for its intended use upon receipt of a certificate of occupancy. If and when development of a property is suspended pursuant to a formal change in the planned use of the property, we will evaluate whether the accumulated costs exceed the estimated value of the project and write off the amount of any such excess accumulated costs. For a development project that is suspended for reasons other than a formal change in the planned use of such property, the accumulated project costs are evaluated for impairment consistent with our impairment policies for long-lived assets. Capitalized costs are allocated to the specific components of a project that are benefited.
Useful lives of assets. We are required to make subjective assessments as to the useful lives of our properties for purposes of determining the amount of depreciation to record on an annual basis with respect to our investments in real estate. These assessments have a direct impact on our net income because if we were to shorten the expected useful lives of our investments in real estate we would depreciate such investments over fewer years, resulting in more depreciation expense and lower net income on an annual basis.
Asset impairment evaluation. We review each of our properties for indicators that its carrying amount may not be recoverable. Examples of such indicators may include a significant decrease in the market price of the property, a change in the expected holding period for the property, a significant adverse change in how the property is being used or expected to be used based on the underwriting at the time of acquisition, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of the property, or a history of operating or cash flow losses of the property. When such impairment indicators exist, we review an estimate of the future undiscounted net cash flows (excluding interest charges) expected to result from the real estate investment’s use and eventual disposition and compare that estimate to the carrying value of the property. We consider factors such as future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If our future undiscounted net cash flow evaluation indicates that we are unable to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property. These losses have a direct impact on our net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. Since cash flows on properties considered to be long-lived assets to be held and used are considered on an undiscounted basis to determine whether the carrying value of a property is recoverable, our strategy of holding properties over the long-term directly decreases the likelihood of their carrying values not being recoverable and therefore requiring the recording of an impairment loss. If our strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized and such loss could be material. If we determine that the asset fails the recoverability test, the affected assets must be reduced to their fair value.
We generally estimate the fair value of rental properties utilizing a discounted cash flow analysis that includes projections of future revenues, expenses and capital improvement costs that a market participant would use based on the highest and best use of the asset, which is similar to the income approach that is commonly utilized by appraisers. In certain cases, we may supplement this analysis by obtaining outside broker opinions of value.
Revenue Recognition
Rental revenue is recognized using the straight-line method over the terms of the tenant leases. Deferred rents included in our condensed consolidated balance sheets represent the aggregate excess of rental revenue recognized to date on a straight-line basis versus the contractual rental payments under the terms of the leases. Many of our leases contain provisions under which the tenants reimburse us for a portion of property operating expenses and real estate taxes incurred by us. However, we generally are not entitled to reimbursement of property operating expenses, other than utility expense, and real estate taxes under our leases for Turn-Key Flex® facilities. Such reimbursements are recognized in the period that the expenses are incurred. Lease termination fees are recognized over the remaining term of the lease, effective as of the date the lease modification is finalized, assuming collection is not considered doubtful. As discussed above, we recognize amortization of the value of acquired above or below-market tenant leases as a reduction of rental revenue in the case of above-market leases or an increase to rental revenue in the case of below-market leases.

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We must make subjective estimates as to when our revenue is earned and the collectability of our accounts receivable related to minimum rent, deferred rent, expense reimbursements, lease termination fees and other income. We specifically analyze accounts receivable and historical bad debts, tenant concentrations, tenant creditworthiness and current economic trends when evaluating the adequacy of the allowance for bad debts. These estimates have a direct impact on our net revenue because a higher bad debt allowance would result in lower net revenue, and recognizing rental revenue as earned in one period versus another would result in higher or lower net revenue for a particular period.
Share-Based Awards
We recognize compensation expense related to share-based awards. We generally amortize this compensation expense over the vesting period of the award. The calculation of the fair value of share-based awards is subjective and requires several assumptions over such items as expected stock volatility, dividend payments and future company results. These assumptions have a direct impact on our net income because a higher share-based awards amount would result in lower net income for a particular period.

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Results of Operations
The discussion below relates to our financial condition and results of operations for the years ended December 31, 2015, 2014 and 2013. A summary of our operating results from continuing operations for the years ended December 31, 2015, 2014 and 2013 was as follows (in thousands).
 
Year Ended December 31,
 
2015
 
2014
 
2013
Income Statement Data:
 
 
 
 
 
Total operating revenues
$
1,763,336

 
$
1,616,438

 
$
1,482,259

Total operating expenses
(1,361,425
)
 
(1,357,772
)
 
(1,100,447
)
Operating income
401,911

 
258,666

 
381,812

Other expenses, net
(100,320
)
 
(55,251
)
 
(61,363
)
Net income
$
301,591

 
$
203,415

 
$
320,449


Our property portfolio has experienced consistent and significant growth since the first property acquisition in January 2002. As a result of this growth, our period-to-period comparison of our financial performance focuses on the impact on our revenues and expenses on a stabilized portfolio basis. Our stabilized portfolio includes properties owned as of December 31, 2013 with less than 5% of total rentable square feet under development and excludes properties that were undergoing, or were expected to undergo, development activities in 2014-2015 and properties sold or contributed to joint ventures.


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The following table identifies each of the properties in our portfolio acquired from January 1, 2013 through December 31, 2015.

Acquired Buildings
Acquisition
Date
 
Space under
active
development
as of
December 31,
2015 (1)
 
Space held
for future
development
as of
December 31,
2015 (1)
 
Net rentable
square feet
excluding
development
space (2)
 
Square feet
including
development
space
As of December 31, 2012 (122 properties)
 
 
1,073,302

 
1,004,050

 
20,913,636

 
22,990,988

Year Ended December 31, 2013
 
 
 
 
 
 
 
 
 
17201 Waterview Parkway (Dallas)
Jan-13
 

 

 
61,750

 
61,750

1900 S. Price Road (Phoenix)
Jan-13
 

 
108,926

 
118,348

 
227,274

371 Gough Road (Toronto)
Mar-13
 
26,456

 
14,403

 
56,917

 
97,776

1500 Towerview Road (Minneapolis)
Mar-13
 

 

 
328,765

 
328,765

MetCenter Business Park (Austin)
May-13
 

 

 
336,695

 
336,695

Liverpoolweg 10 (Amsterdam)
Jun-13
 

 

 
29,986

 
29,986

Principal Park (London)
Sep-13
 
65,902

 

 
66,248

 
132,150

636 Pierce Street (New York) (4)
Dec-13
 

 

 
108,336

 
108,336

Subtotal
 
 
92,358

 
123,329

 
1,107,045

 
1,322,732

Year Ended December 31, 2015
 
 
 
 
 
 
 
 
 
3 Loyang Way (Singapore)
Jun-15
 
177,000

 

 

 
177,000

56 Marietta Street (Atlanta) (5)(6)
Oct-15
 

 

 
152,650

 
152,650

100 Delawanna (New York) (5)(6)
Oct-15
 

 

 
184,116

 
184,116

60 Hudson Street (New York) (5)(7)
Oct-15
 

 

 
158,585

 
158,585

2 Peekay Drive (New York) (5)(7)
Oct-15
 

 
101,100

 
113,800

 
214,900

32 Avenue of the Americas (New York) (5)(7)
Oct-15
 

 
24,394

 
108,108

 
132,502

111 8th Avenue (New York) (7)(8)
Oct-15
 

 

 
62,736

 
62,736

3433 S 120th Place (Seattle) (5)(7)
Oct-15
 

 
94,868

 
21,078

 
115,946

2820 Northwestern Parkway (Silicon Valley) (5)(7)
Oct-15
 

 

 
37,600

 
37,600

8435 N Stemmons Freeway (Dallas) (5)(7)
Oct-15
 

 

 
34,901

 
34,901

Subtotal
 
 
177,000

 
220,362

 
873,574

 
1,270,936

Total
 
 
1,342,660

 
1,347,741

 
22,894,255

 
25,584,656


 
(1)
Space under active development includes current base building and data center projects in progress. Space held for future development includes space held for future data center development, and excludes space under active development.
(2)
Net rentable square feet at a building represents the current square feet at that building under lease as specified in the lease agreements plus management’s estimate of space available for lease based on engineering drawings. Net rentable square feet includes tenants’ proportional share of common areas but excludes development space.
(3)
Occupancy rates exclude development space. For some of our properties, we calculate occupancy based on factors in addition to contractually leased square feet, including available power, required support space and common area.
(4)
Represents a property held in an unconsolidated joint venture.
(5)
Represents properties added as part of the Telx Acquisition.
(6)
The 56 Marietta Street and 100 Delawanna properties are owned by Telx.
(7)
Represents properties in which Telx leases space from a third party lessor.
(8)
Represents a property that is partially subleased by Telx from the company and partially subleased from third parties.


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Comparison of the Year Ended December 31, 2015 to the Year Ended December 31, 2014 and Comparison of the Year Ended December 31, 2014 to the Year Ended December 31, 2013
Portfolio
As of December 31, 2015, our portfolio consisted of 139 operating properties, including eight Telx properties (of which two are owned and six properties are leased from third parties) and 14 properties held as investments in unconsolidated joint ventures, with an aggregate of 25.6 million rentable square feet including 1.3 million square feet of space under active development and 1.3 million square feet of space held for future development compared to a portfolio consisting of 131 operating properties, including 14 properties held as investments in unconsolidated joint ventures and developable land, with an aggregate of 24.6 million rentable square feet including 1.3 million square feet of space under active development and 1.2 million square feet of space held for future development as of December 31, 2014 and a portfolio consisting of 132 operating properties, including 12 properties held as investments in unconsolidated joint ventures and developable land, with an aggregate of 24.5 million rentable square feet including 1.8 million square feet of space under active development and 1.3 million square feet of space held for future development as of December 31, 2013.
Revenues
Total operating revenues for the years ended December 31, 2015, 2014 and 2013 were as follows (in thousands):
 
Year Ended December 31,
 
Change
 
Percentage Change
 
2015
 
2014
 
2013
 
2015 vs 2014
 
2014 vs 2013
 
2015 vs 2014
 
2014 vs 2013
Rental
$
1,354,986

 
$
1,256,086

 
$
1,155,051

 
$
98,900

 
$
101,035

 
7.9
 %
 
8.7
%
Tenant reimbursements
359,875

 
350,234

 
323,286

 
9,641

 
26,948

 
2.8
 %
 
8.3
%
Interconnection and other
40,759

 

 

 
40,759

 

 
 %
 
%
Fee income
6,638

 
7,268

 
3,520

 
(630
)
 
3,748

 
(8.7
)%
 
106.5
%
Other
1,078

 
2,850

 
402

 
(1,772
)
 
2,448

 
(62.2
)%
 
609.0
%
Total operating revenues
$
1,763,336

 
$
1,616,438

 
$
1,482,259

 
$
146,898

 
$
134,179

 
9.1
 %
 
9.1
%

The following tables show revenues for the years ended December 31, 2015,  2014 and 2013 for stabilized properties and pre-stabilized properties (all other properties) (in thousands).
 
Stabilized
Year Ended December 31,
 
Pre-Stabilized
Year Ended December 31,
 
2015
 
2014
 
Change
 
2015
 
2014
 
Change
Rental
$
784,946

 
$
790,245

 
$
(5,299
)
 
$
570,040

 
$
465,841

 
$
104,199

Tenant reimbursements
217,484

 
221,805

 
(4,321
)
 
142,391

 
128,429

 
13,962

Interconnection and other

 

 

 
40,759

 

 
40,759

Fee income
3,464

 
4,086

 
(622
)
 
3,174

 
3,182

 
(8
)
Other
1,078

 
65

 
1,013

 

 
2,785

 
(2,785
)
Total operating revenues
$
1,006,972

 
$
1,016,201

 
$
(9,229
)
 
$
756,364

 
$
600,237

 
$
156,127

Stabilized rental revenues and tenant reimbursement revenues decreased for the year ended December 31, 2015 compared to the same period in 2014 primarily as a result of newly vacant space at certain properties along with the British pound sterling and Euro weakening against the U.S. dollar offset by new or renewed leases at certain of our properties during the year ended December 31, 2015, the largest of which were for space at 350 East Cermak Road, 4025 Midway Road and 1350 Duane Avenue.
Pre-stabilized revenue increases were primarily a result of the Telx Acquisition, which contributed approximately $42.2 million and $38.9 million to the rental revenue and interconnection revenue increases, respectively, along with new leases at our properties during the year ended December 31, 2015, primarily leases of completed development space, the largest of which were for space at 44060 Digital Loudoun Plaza, 29A International Business Park, Principal Park, Crawley and 2121 South Price Road.

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Stabilized
Year Ended December 31,
 
Pre-Stabilized
Year Ended December 31,
 
2014
 
2013
 
Change
 
2014
 
2013
 
Change
Rental
$
775,852

 
$
759,592

 
$
16,260

 
$
480,234

 
$
395,459

 
$
84,775

Tenant reimbursements
225,089

 
224,183

 
906

 
125,145

 
99,103

 
26,042

Fee income

 

 

 
7,268

 
3,520

 
3,748

Other
1,871

 
402

 
1,469

 
979

 

 
979

Total operating revenues
$
1,002,812

 
$
984,177

 
$
18,635

 
$
613,626

 
$
498,082

 
$
115,544

Stabilized rental revenues increased for the year ended December 31, 2014 compared to the same period in 2013 primarily as a result of new or renewed leases at our properties during the year ended December 31, 2014, the largest of which were for space at 350 East Cermak Road, 43715 Devin Shafron Drive and The Chess Building (a property within the Sentrum Portfolio). Stabilized tenant reimbursement revenues increased for the year ended December 31, 2014 as compared to the same period in 2013 primarily as a result of new leasing and higher utility expenses being billed to our tenants, the largest occurrences of which were at 111 8th Avenue (2nd and 6th Floors), The Chess Building and 600 West Seventh Avenue.
Pre-stabilized revenue increases were a result of new leases at our properties during the year ended December 31, 2014, primarily leases of completed development space, the largest of which were for space at Unit 21 Goldsworth Park (a property within the Sentrum Portfolio), 43940 Digital Loudoun Plaza, 2121 South Price Road, Digital Houston, 365 South Randolphville Road and 9333, 9355, 9377 Grand Avenue.
Operating Expenses and Interest Expense
Operating expenses and interest expense during the years ended December 31, 2015, 2014 and 2013 were as follows (in thousands):
 
Year Ended December 31,
 
Change
 
Percentage Change
 
2015
 
2014
 
2013
 
2015 vs 2014
 
2014 vs 2013
 
2015 vs 2014
 
2014 vs 2013
Rental property operating and maintenance
$
549,885

 
$
503,140

 
$
456,596

 
$
46,745

 
$
46,544

 
9.3
 %
 
10.2
 %
Property taxes
92,588

 
91,538

 
90,321

 
1,050

 
1,217

 
1.1
 %
 
1.3
 %
Insurance
8,809

 
8,643

 
8,743

 
166

 
(100
)
 
1.9
 %
 
(1.1
)%
Change in fair value of contingent consideration
(44,276
)
 
(8,093
)
 
(1,762
)
 
(36,183
)
 
(6,331
)
 
447.1
 %
 
359.3
 %
Depreciation and amortization
570,527

 
538,513

 
475,464

 
32,014

 
63,049

 
5.9
 %
 
13.3
 %
General and administrative
105,549

 
93,188

 
65,653

 
12,361

 
27,535

 
13.3
 %
 
41.9
 %
Transaction expenses
17,400

 
1,303

 
4,605

 
16,097

 
(3,302
)
 
1,235.4
 %
 
(71.7
)%
Impairment of investments in real estate

 
126,470

 

 
(126,470
)
 
126,470

 
(100.0
)%
 
 %
Other
60,943

 
3,070

 
827

 
57,873

 
2,243

 
1,885.1
 %
 
271.2
 %
Total operating expenses
$
1,361,425

 
$
1,357,772

 
$
1,100,447

 
$
3,653

 
$
257,325

 
0.3
 %
 
23.4
 %
Interest expense
$
201,435

 
$
191,085

 
$
189,399

 
$
10,350

 
$
1,686

 
5.4
 %
 
0.9
 %

 

 
 






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The following table shows expenses for the years ended December 31, 2015, 2014 and 2013 for stabilized properties and pre-stabilized properties (all other properties) (in thousands).
 
Stabilized
Year Ended December 31,
 
Pre-Stabilized
Year Ended December 31,
 
2015
 
2014
 
Change
 
2015
 
2014
 
Change
Rental property operating and maintenance
$
295,752

 
$
299,199

 
$
(3,447
)
 
$
254,133

 
$
203,941

 
$
50,192

Property taxes
53,947

 
56,897

 
(2,950
)
 
38,641

 
34,641

 
4,000

Insurance
5,765

 
5,831

 
(66
)
 
3,044

 
2,812

 
232

Change in fair value of contingent consideration

 

 

 
(44,276
)
 
(8,093
)
 
(36,183
)
Depreciation and amortization
303,374

 
313,636

 
(10,262
)
 
267,153

 
224,877

 
42,276

General and administrative (1)
105,549

 
93,188

 
12,361

 

 

 

Transaction expenses (2)

 

 

 
17,400

 
1,303

 
16,097

Impairment of investments in real estate

 

 

 

 
126,470

 
(126,470
)
Other
58,827

 
266

 
58,561

 
2,116

 
2,804

 
(688
)
Total operating expenses
$
823,214

 
$
769,017

 
$
54,197

 
$
538,211

 
$
588,755

 
$
(50,544
)
Interest expense (3)
$
125,654

 
$
118,185

 
$
7,469

 
$
75,781

 
$
72,900

 
$
2,881


(1)
General and administrative expenses are included in stabilized properties as they are not allocable to specific properties.
(2)
Transaction expenses are included entirely in pre-stabilized properties as they are not allocable to stabilized properties.
(3)
Interest expense on our global revolving credit facility and unsecured term loan is allocated on a specific property basis.
Stabilized rental property operating and maintenance expenses decreased approximately $3.4 million in the year ended December 31, 2015, compared to the same period in 2014 primarily as a result of the British pound sterling and Euro weakening against the U.S. dollar.
Stabilized property taxes decreased by approximately $3.0 million in the year ended December 31, 2015, compared to the same period in 2014, primarily as a result of successful appeals for taxes at two properties in Texas and one property in California within the stabilized pool.
Stabilized depreciation and amortization expense decreased approximately $10.3 million in the year ended December 31, 2015, compared to the same period in 2014, principally because of assets at certain properties being fully amortized during 2014 along with depreciation and amortization adjustments made in 2014.
General and administrative expenses increased by approximately $12.4 million in the year ended December 31, 2015 compared to the same period in 2014 primarily due to the Telx Acquisition along with the growth of our company, with an increase in headcount from 2014 to 2015, resulting in additional compensation, along with higher professional fees and marketing expenses.
Stabilized other expense increased by approximately $58.6 million due to the write off of straight-line rent receivables related to the Telx Acquisition ($75.3 million), partially offset by a gain related to the settlement of pre-existing tenant relationships with Telx ($14.4 million).
Stabilized interest expense increased approximately $7.5 million for the year ended December 31, 2015, as compared to the same period in 2014 primarily a result of the issuance of the 2022 Notes in June 2015 along with $3.9 million of fees related to an unused bridge facility, which was put in place in anticipation of the Telx Acquisition.
Pre-stabilized rental property operating and maintenance expenses increased by approximately $50.2 million in the year ended December 31, 2015, compared to the same period in 2014 primarily as a result of the Telx Acquisition, which contributed approximately $25.2 million to the increase, along with development projects being placed into service leading to higher utility expense in 2015.

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Pre-stabilized property tax expense increased approximately $4.0 million in the year ended December 31, 2015, compared to the same period in 2014, principally a result of reassessed value increases at five properties within the pre-stabilized pool.
Pre-stabilized change in fair value of contingent consideration decreased approximately $36.2 million primarily as a result of reducing the fair value related to the Sentrum acquisition by approximately $45.9 million in 2015. The adjustment was the result of an evaluation by management that no additional leases would be executed for vacant space by July 11, 2015, the contingency expiration date.
Pre-stabilized depreciation and amortization expense increased approximately $42.3 million in the year ended December 31, 2015, compared to the same period in 2014, principally because of the Telx Acquisition, which contributed approximately $30.7 million to the increase, along with depreciation on development projects that were placed into service in late 2014 and during 2015.
Pre-stabilized interest expense increased approximately $2.9 million for the year ended December 31, 2015, as compared to the same period in 2014 primarily as a result of interest expense on our 2023 Notes, which were issued in April 2014.
Transaction expenses increased by approximately $16.1 million in the year ended December 31, 2015, compared to the same period in 2014, principally because of the Telx Acquisition, which was completed in October 2015.

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Stabilized
Year Ended December 31,
 
Pre-Stabilized
Year Ended December 31,
 
2014
 
2013
 
Change
 
2014
 
2013
 
Change
Rental property operating and maintenance
$
303,596

 
$
304,521

 
$
(925
)
 
$
199,544

 
$
152,075

 
$
47,469

Property taxes
56,481

 
60,409

 
(3,928
)
 
35,057

 
29,912

 
5,145

Insurance
6,240

 
6,264

 
(24
)
 
2,403

 
2,479

 
(76
)
Change in fair value of contingent consideration

 

 

 
(8,093
)
 
(1,762
)
 
(6,331
)
Depreciation and amortization
308,556

 
295,781

 
12,775

 
229,957

 
179,683

 
50,274

General and administrative (1)
93,188

 
65,653

 
27,535

 

 

 

Transaction expenses (2)

 

 

 
1,303

 
4,605

 
(3,302
)
Impairment of investments in real estate
126,470

 

 
126,470

 

 

 

Other
243

 
56

 
187

 
2,449

 
7

 
2,442

Total operating expenses
$
894,774

 
$
732,684

 
$
162,090

 
$
462,620

 
$
366,999

 
$
95,621

Interest expense (3)
$
121,581

 
$
143,004

 
$
(21,423
)
 
$
69,504

 
$
46,395

 
$
23,109


(1)
General and administrative expenses are included in stabilized properties as they are not allocable to specific properties.
(2)
Transaction expenses are included entirely in pre-stabilized properties as they are not allocable to stabilized properties.
(3)
Interest expense on our global revolving credit facility and unsecured term loan is allocated on a specific property basis.
Stabilized rental property operating and maintenance expenses decreased approximately $0.9 million in the year ended December 31, 2014, compared to the same period in 2013 primarily as a result of higher consumption and utility rates in several of our properties more than offset by a $10.0 million non-cash straight-line rent expense adjustment related to our leasehold interest at 111 8th Avenue in New York recorded during the three months ended September 30, 2013.
Stabilized property taxes decreased by approximately $3.9 million in the year ended December 31, 2014, compared to the same period in 2013, primarily as a result of supplemental property taxes from prior tax years for certain properties in the stabilized portfolio recorded in 2013.
Stabilized depreciation and amortization expense increased approximately $12.8 million in the year ended December 31, 2014, compared to the same period in 2013, principally because of depreciation of a development project that was placed into service during 2013.
General and administrative expenses increased by approximately $27.5 million in the year ended December 31, 2014, compared to the same period in 2013 primarily due to the $12.7 million severance related to the departure of our former Chief Executive Officer, Michael Foust recorded in 2014. The severance was determined in accordance with the non-cause termination provisions of Mr. Foust’s existing employment agreement and applicable equity award agreements with the company.
Stabilized interest expense decreased approximately $21.4 million for the year ended December 31, 2014, as compared to the same period in 2013 primarily as a result of lower average outstanding mortgage loan balances during 2014 compared to 2013 primarily due to the repayment of the following mortgage loans: Clonshaugh Industrial Estate II (June 2013), 1500 Space Park Drive (July 2013), Paul van Vlissingenstraat 16 (July 2013), Chemin de l’Epinglier 2 (July 2013), Mundells Roundabout (October 2013), Gyroscoopweg 2E-2F (October 2013) and 360 Spear Street (November 2013) along with the redemption of the 2029 Debentures in April 2014.
Pre-stabilized rental property operating and maintenance expenses increased by approximately $47.5 million in the year ended December 31, 2014, compared to the same period in 2013 primarily as a result of development projects being placed into service leading to higher utility expense in 2014.
Pre-stabilized property tax expense increased approximately $5.1 million in the year ended December 31, 2014, compared to the same period in 2013, principally because of re-assessments on certain properties in 2014.

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Pre-stabilized depreciation and amortization expense increased approximately $50.3 million in the year ended December 31, 2014, compared to the same period in 2013, principally because of depreciation of development projects that were placed into service in late 2013 and during 2014.
Pre-stabilized interest expense increased approximately $23.1 million for the year ended December 31, 2014, as compared to the same period in 2013 primarily as a result of interest expense on our 2023 Notes, which were issued in April 2014.
Transaction expenses decreased by approximately $3.3 million in the year ended December 31, 2014, compared to the same period in 2013, principally because there were no significant acquisitions in 2014 compared to the acquisition of seven properties in the year ended December 31, 2013.
Impairment of Investments in Real Estate
We have identified certain non-core investment properties we intend to sell as part of our capital recycling strategy. Our capital recycling program was designed to identify non-strategic and underperforming assets that can be sold to generate proceeds that will support the funding of our core investment activity. We expect our capital recycling initiative will likewise have a meaningfully positive impact on overall return on invested capital. During this process, we are evaluating the carrying value of certain investment properties identified for potential sale to ensure the carrying value is recoverable in light of a potentially shorter holding period. As a result of our evaluation, during the year ended December 31, 2014, we recognized $126.5 million of impairment losses on five properties located in the Midwest, Northeast and West regions. As of December 31, 2014, these properties did not meet the criteria to be classified as held for sale.
Gain on Sale of Property

During the year ended December 31, 2015, we recognized a gain on sale of properties of $94.6 million related to the dispositions of 100 Quannapowitt, which sold for $31.1 million in February 2015, 3300 East Birch Street, which sold for $14.2 million in March 2015, 833 Chestnut Street, which sold for $160.8 million in April 2015 and 650 Randolph Road, which sold for $9.2 million in December 2015.
During the year ended December 31, 2014, we recognized a gain on sale of property of $15.9 million, related to the disposition of 6 Braham Street, which sold for £25.0 million (or approximately $41.5 million based on the exchange rate as of April 7, 2014, the date of sale).
Gain on Contribution of Properties to Unconsolidated Joint Ventures
During the year ended December 31, 2014, we recognized gains of $95.4 million, respectively, related to the contribution of two properties to two unconsolidated joint ventures. We received net proceeds of approximately $178.9 million in connection with these two transactions and retained a 20% interest in each of the joint ventures.
During the year ended December 31, 2013, we recognized a gain of $115.6 million related to the contribution of nine properties to an unconsolidated joint venture. We received net proceeds of approximately $328.6 million in connection with this transaction and retained a 20% interest in the joint venture.




Liquidity and Capital Resources of the Parent Company
In this “Liquidity and Capital Resources of the Parent Company” section and in the “Liquidity and Capital Resources of the Operating Partnership” section below, the term, our “parent company”, refers to Digital Realty Trust, Inc. on an unconsolidated basis, excluding our operating partnership.
Analysis of Liquidity and Capital Resources
Our parent company’s business is operated primarily through our operating partnership of which our parent company is the sole general partner and which it consolidates for financial reporting purposes. Because our parent company operates on a consolidated basis with our operating partnership, the section entitled “Liquidity and Capital Resources of the Operating

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Partnership” should be read in conjunction with this section to understand the liquidity and capital resources of our parent company on a consolidated basis and how our company is operated as a whole.
Our parent company issues public equity from time to time, but generally does not otherwise generate any capital itself or conduct any business itself, other than incurring certain expenses in operating as a public company which are fully reimbursed by our operating partnership. Our parent company itself does not hold any indebtedness other than guarantees of the indebtedness of our operating partnership and certain of its subsidiaries and affiliates, and its only material asset is its ownership of partnership interests of our operating partnership. Therefore, the consolidated assets and liabilities and the consolidated revenues and expenses of our parent company and our operating partnership are the same on their respective financial statements, except for immaterial differences related to cash, other assets and accrued liabilities that arise from public company expenses paid by our parent company and an intercompany loan that was made and repaid during 2015. However, all debt, other than the intercompany loan, is held directly or indirectly at our operating partnership level. Our parent company’s principal funding requirement is the payment of dividends on its common and preferred stock. Our parent company’s principal source of funding for its dividend payments is distributions it receives from our operating partnership.
As the sole general partner of our operating partnership, our parent company has the full, exclusive and complete responsibility for our operating partnership’s day-to-day management and control. Our parent company causes our operating partnership to distribute such portion of its available cash as our parent company may in its discretion determine, in the manner provided in our operating partnership’s partnership agreement. Our parent company receives proceeds from its equity issuances from time to time, but is generally required by our operating partnership’s partnership agreement to contribute the proceeds from its equity issuances to our operating partnership in exchange for partnership units of our operating partnership.
Our parent company is a well-known seasoned issuer with an effective shelf registration statement filed on April 20, 2015, which allows our parent company to register an unspecified amount of various classes of equity securities. As circumstances warrant, our parent company may issue equity from time to time on an opportunistic basis, dependent upon market conditions and available pricing. Any proceeds from such equity issuances would be generally contributed to our operating partnership in exchange for additional equity interests in our operating partnership. Our operating partnership may use the proceeds to acquire additional properties, to fund development opportunities and for general working capital purposes, including potentially for the repurchase, redemption or retirement of outstanding debt or equity securities.
The liquidity of our parent company is dependent on our operating partnership’s ability to make sufficient distributions to our parent company. The primary cash requirement of our parent company is its payment of dividends to its stockholders. Our parent company also guarantees our operating partnership’s, as well as certain of its subsidiaries’ and affiliates’, unsecured debt. If our operating partnership or such subsidiaries fail to fulfill their debt requirements, which trigger parent company guarantee obligations, then our parent company will be required to fulfill its cash payment commitments under such guarantees. However, our parent company’s only material asset is its investment in our operating partnership.
We believe our operating partnership’s sources of working capital, specifically its cash flow from operations, and funds available under its 2016 global revolving credit facility are adequate for it to make its distribution payments to our parent company and, in turn, for our parent company to make its dividend payments to its stockholders. However, we cannot assure you that our operating partnership’s sources of capital will continue to be available at all or in amounts sufficient to meet its needs, including making distribution payments to our parent company. The lack of availability of capital could adversely affect our operating partnership’s ability to pay its distributions to our parent company, which would in turn, adversely affect our parent company’s ability to pay cash dividends to its stockholders.
Digital Realty Trust, Inc. entered into equity distribution agreements in June 2011, which we refer to as the 2011 Equity Distribution Agreements, with each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, or the Agents, under which it can issue and sell shares of its common stock having an aggregate offering price of up to $400.0 million from time to time through, at its discretion, any of the Agents as its sales agents. The sales of common stock made under the 2011 Equity Distribution Agreements will be made in “at the market” offerings as defined in Rule 415 of the Securities Act. To date, Digital Realty Trust, Inc. has generated net proceeds of approximately $342.7 million from the issuance of approximately 5.7 million common shares under the 2011 Equity Distribution Agreements at an average price of $60.35 per share after payment of approximately $3.5 million of commissions to the sales agents and before offering expenses. No sales were made under the program during the years ended December 31, 2015 and 2014. As of December 31, 2015, shares of common stock having an aggregate offering price of $53.8 million remained available for offer and sale under the program.
On January 20, 2015, our operating partnership repaid $50.0 million of 4.57% Series D unsecured notes under the Prudential shelf facility at maturity.
On February 3, 2015, our operating partnership repaid $17.0 million of 4.50% Series F unsecured notes under the Prudential shelf facility at maturity.

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Telx Acquisition Financing
On July 20, 2015, our parent company completed an underwritten public offering of 10,500,000 shares of its common stock, or the forward equity offering, all of which were offered in connection with forward sale agreements it entered into with certain financial institutions acting as forward purchasers. The forward purchasers borrowed and sold 10,500,000 shares of our parent company’s common stock in the public offering. We did not receive any proceeds from the sale of our common stock by the forward purchasers in the public offering. On October 8, 2015, our parent company physically settled in full the forward sale agreements by issuing an aggregate of 10,500,000 shares of its common stock to the forward counterparties in exchange for net proceeds of approximately $674.1 million. Our parent company used the net proceeds from the physical settlement of the forward sale agreements to fund a portion of the Telx Acquisition.
On August 24, 2015, our parent company issued an aggregate of 10,000,000 shares of its 6.350% series I cumulative redeemable preferred stock for total net proceeds, after underwriting discounts and estimated offering expenses, of $241.7 million. Our parent company temporarily loaned the net proceeds from the offering to our operating partnership prior to using the net proceeds from the offering to fund a portion of the Telx Acquisition.
On October 1, 2015, Digital Delta Holdings, LLC, a Delaware limited liability company and then wholly owned subsidiary of our parent company, issued $500.0 million aggregate principal amount of its 3.400% Notes due 2020 (the “3.400% 2020 notes”) and $450.0 million aggregate principal amount of its 4.750% Notes due 2025 (the “4.750% 2025 notes” and together with the 3.400% 2020 notes, the “Delta Holdings Notes”), fully and unconditionally guaranteed by our parent company and our operating partnership. The 3.400% 2020 notes and 4.750% 2025 notes bear interest at 3.400% and 4.750% per annum, respectively. Interest is payable on April 1 and October 1 of each year, beginning April 1, 2016, until the respective maturity dates of October 1, 2020 and October 1, 2025. Prior to the completion of the Operating Partnership Merger (as defined below), the obligations under the Delta Holdings Notes were fully and unconditionally guaranteed by our parent company and our operating partnership. Following the consummation of the Telx Acquisition, on October 13, 2015, Digital Delta Holdings, LLC merged with and into our operating partnership, with our operating partnership surviving the merger (the “Operating Partnership Merger”), and our operating partnership became the direct obligor on the Delta Holdings Notes by operation of law. The net proceeds from the offering were used to fund a portion of the Telx Acquisition.
Future Uses of Cash
Our parent company may from time to time seek to retire, redeem or repurchase its equity or the debt securities of our operating partnership through cash purchases and/or exchanges for equity securities in open market purchases, privately negotiated transactions or otherwise. Such repurchases, redemptions or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions or other factors. The amounts involved may be material.
We are also subject to the commitments discussed below under “Dividends and Distributions.”
Dividends and Distributions
Our parent company is required to distribute 90% of its taxable income (excluding capital gains) on an annual basis in order for it to continue to qualify as a REIT for federal income tax purposes. Accordingly, our parent company intends to make, but is not contractually bound to make, regular quarterly distributions to its common stockholders from cash flow from our operating partnership’s operating activities. While historically our parent company has satisfied this distribution requirement by making cash distributions to its stockholders, it may choose to satisfy this requirement by making distributions of cash or other property. All such distributions are at the discretion of our parent company’s board of directors. Our parent company considers market factors and our operating partnership’s performance in addition to REIT requirements in determining distribution levels. Our parent company has distributed at least 100% of its taxable income annually since inception to minimize corporate level federal income taxes. Amounts accumulated for distribution to stockholders are invested primarily in interest-bearing accounts and short-term interest-bearing securities, which are consistent with our intention to maintain our parent company’s status as a REIT.
As a result of this distribution requirement, our operating partnership cannot rely on retained earnings to fund its on-going operations to the same extent that other companies whose parent companies are not REITs can. Our parent company may need to continue to raise capital in the debt and equity markets to fund our operating partnership’s working capital needs, as well as potential developments at new or existing properties, acquisitions or investments in existing or newly created joint ventures. In addition, our parent company may be required to use borrowings under our 2016 global revolving credit facility, if necessary, to meet REIT distribution requirements and maintain our parent company’s REIT status.

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Our parent company declared the following dividends on its common and preferred stock during the years ended December 31, 2015, 2014 and 2013 (in thousands):

Date dividend declared
 
Dividend payable date
 
Series D Preferred Stock
 
Series E Preferred Stock
 
Series F Preferred Stock
 
Series G Preferred Stock
 
Series H Preferred Stock
 
Series I Preferred Stock
 
Common
Stock
 
February 12, 2013
 
March 29, 2013
 
$

(1) 
$
5,031

  
$
3,023

  
$

  
$

  
$

 
$
100,165

(2) 
May 1, 2013
 
June 28, 2013
 

 
5,031

  
3,023

  
3,345

(3) 

  

 
100,169

(2) 
July 23, 2013
 
September 30, 2013
 

  
5,031

  
3,023

  
3,672

  

  

 
100,180

(2) 
October 23, 2013
 
December 31, 2013 for Preferred Stock;
   January 15, 2014 for Common Stock
 

  
5,031

  
3,023

 
3,672

  

  

 
100,187

(2) 
 
 
 
 
$

  
$
20,124

  
$
12,092

  
$
10,689

  
$

  
$

 
$
400,701

  
February 11, 2014
 
March 31, 2014
 
$

  
$
5,031

 
$
3,023

  
$
3,672

  
$

  
$

 
$
106,743

(4) 
April 29, 2014
 
June 30, 2014
 

 
5,031

  
3,023

  
3,672

 
7,104

(5) 

 
112,357

(4) 
July 21, 2014
 
September 30, 2014
 

  
5,031

  
3,023

  
3,672

  
6,730

  

 
112,465

(4) 
November 4, 2014
 
December 31, 2014 for Preferred Stock;
   January 15, 2015 for Common Stock
 

  
5,031

  
3,023

  
3,672

  
6,730

  

 
112,538

(4) 
 
 
 
 
$

  
$
20,124

  
$
12,092

  
$
14,688

  
$
20,564

  
$

 
$
444,103

  
February 25, 2015
 
March 31, 2015
 
$

  
$
5,031

 
$
3,023

  
$
3,672

  
$
6,730

  
$

 
$
115,419

(6) 
May 12, 2015
 
June 30, 2015
 

  
5,031

  
3,023

  
3,672

  
6,730

 

 
115,458

(6) 
August 11, 2015
 
September 30, 2015
 

  
5,031

  
3,023

  
3,672

  
6,730

  

 
115,454

(6) 
November 12, 2015
 
December 31, 2015 for Preferred Stock;
   January 15, 2016 for Common Stock
 

  
5,031

  
3,023

  
3,672

  
6,730

  
5,600

(7) 
124,417

(6) 
 
 
 
 
$

  
$
20,124

  
$
12,092

  
$
14,688

  
$
26,920

  
$
5,600

 
$
470,748

  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual rate of dividend per share
 
$
1.37500

 
$
1.75000

 
$
1.65625

 
$
1.46875

 
$
1.84375

 
$
1.58800

 
 
 
 

(1)
Effective February 26, 2013, our parent company converted all outstanding shares of its series D preferred stock into shares of its common stock in accordance with the terms of the series D preferred stock. Each share of series D preferred stock was converted into 0.6360 share of our parent company’s common stock.
(2)
$3.120 annual rate of dividend per share.
(3)
Represents a pro rata dividend from and including the original issue date to and including June 30, 2013.
(4)
$3.320 annual rate of dividend per share.
(5)
Represents a pro rata dividend from and including the original issue date to and including June 30, 2014.
(6)
$3.400 annual rate of dividend per share.
(7)
Represents a pro rata dividend from and including the original issue date to and including December 31, 2015.
Distributions out of our parent company’s current or accumulated earnings and profits are generally classified as ordinary income whereas distributions in excess of our company’s current and accumulated earnings and profits, to the extent of a stockholder’s U.S. federal income tax basis in our parent company’s stock, are generally classified as a return of capital. Distributions in excess of a stockholder’s U.S. federal income tax basis in our parent company’s stock are generally characterized as capital gain. Cash provided by operating activities has been generally sufficient to fund distributions on an annual basis, however, we may also need to utilize borrowings under the 2016 global revolving credit facility to fund distributions.
The expected tax treatment of distributions on our parent company’s common and preferred stock paid in 2015 is as follows: approximately 94% ordinary income and 6% capital gain distribution. The tax treatment of distributions on our parent company’s common and preferred stock paid in 2014 was as follows: approximately 82% ordinary income and 18% capital gain distribution. The tax treatment of distributions on our parent company’s common and preferred stock paid in 2013 was as follows: approximately 75% ordinary income and 25% capital gain distribution.
Liquidity and Capital Resources of the Operating Partnership

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In this “Liquidity and Capital Resources of the Operating Partnership” section, the terms “we”, “our” and “us” refer to our operating partnership together with its consolidated subsidiaries or our operating partnership and our parent company together with their consolidated subsidiaries, as the context requires.
Analysis of Liquidity and Capital Resources
Our parent company is our sole general partner and consolidates our results of operations for financial reporting purposes. Because we operate on a consolidated basis with our parent company, the section entitled “Liquidity and Capital Resources of the Parent Company” should be read in conjunction with this section to understand our liquidity and capital resources on a consolidated basis.
As of December 31, 2015, we had $57.1 million of cash and cash equivalents, excluding $18.0 million of restricted cash. Restricted cash primarily consists of interest-bearing cash deposits required by the terms of several of our mortgage loans for a variety of purposes, including real estate taxes, insurance, anticipated or contractually obligated tenant improvements, as well as capital expenditures.
Our short-term liquidity requirements primarily consist of operating expenses, development costs and other expenditures associated with our properties, distributions to our parent company in order for it to make dividend payments on its preferred stock, distributions to our parent company in order for it to make dividend payments to its stockholders required to maintain its REIT status, distributions to the unitholders in our operating partnership, capital expenditures, debt service on our loans and, potentially, acquisitions. We expect to meet our short-term liquidity requirements through net cash provided by operations, restricted cash accounts established for certain future payments and by drawing upon our 2016 global revolving credit facility.
On August 15, 2013, we refinanced our then-existing global revolving credit facility, increasing the total borrowing capacity to $2.0 billion from $1.8 billion. The global revolving credit facility had an accordion feature that enabled us to increase the borrowing capacity of the credit facility to $2.55 billion, subject to the receipt of lender commitments and other conditions precedent. The refinanced facility matured on November 3, 2017, with two six-month extension options available. The interest rate for borrowings under the expanded facility equaled the applicable index plus a margin which was based on the credit ratings of our long-term debt and was currently 110 basis points. An annual facility fee on the total commitment amount of the facility, based on the credit rating of our long-term debt, was 20 basis points and was payable quarterly. Funds were available in U.S., Canadian, Singapore, Australian and Hong Kong dollars, as well as Euro, British pound sterling, Swiss franc, Japanese yen and Mexican peso denominations. As of December 31, 2015, borrowings under the global revolving credit facility bore interest at an overall blended rate of 1.53% comprised of 1.46% (U.S. dollars), 1.61% (British pound sterling), 0.90% (Euros), 3.16% (Australian dollars), 1.33% (Hong Kong dollars), 1.15% (Japanese yen), 1.92% (Singapore dollar) and 1.95% (Canadian dollars). The interest rates were based on 1-month LIBOR, 1-month GBP LIBOR, 1-month EURIBOR, 1-month BBR, 1-month HIBOR, 1-month JPY LIBOR, 1-month SOR and 1-month CDOR, respectively, plus a margin of 1.10%. We have used borrowings under the global revolving credit facility to acquire additional properties, fund development opportunities and to provide for working capital and other corporate purposes. As of December 31, 2015, we have capitalized approximately $18.0 million of financing costs related to the global revolving credit facility. As of December 31, 2015, approximately $967.9 million was drawn under this facility and $8.7 million of letters of credit were issued, leaving approximately $0.9 billion available for use.
On January 15, 2016, we refinanced our global revolving credit facility and entered into a global senior credit agreement for a $2.0 billion senior unsecured revolving credit facility that replaced the $2.0 billion revolving credit facility executed on August 15, 2013, as amended. The 2016 global revolving credit facility provides for borrowings in Australian dollars, British pounds sterling, Canadian dollars, Euros, Hong Kong dollars, Japanese yen, Singapore dollars, and U.S. dollars, and includes the ability to add additional currencies in the future. The 2016 global revolving credit facility has an accordion feature that would enable us to increase the borrowing capacity of the credit facility up to $2.5 billion, subject to the receipt of lender commitments and other conditions precedent. The 2016 global revolving credit facility matures on January 15, 2020, with two six-month extension options available.
On August 15, 2013, we refinanced the then-existing senior unsecured multi-currency term loan facility, increasing its total borrowing capacity to $1.0 billion from $750.0 million. Pursuant to the accordion feature, total commitments could be increased to $1.1 billion, subject to the receipt of lender commitments and other conditions precedent. The facility matures on April 16, 2017, with two six-month extension options available. Interest rates were based on our senior unsecured debt ratings and were 120 basis points over the applicable index for floating rate advances. Funds were available in U.S, Singapore and Australian dollars, as well as Euro and British pound sterling denominations with the option to add Hong Kong dollars and Japanese yen upon an accordion exercise. Based on exchange rates in effect at December 31, 2015, the balance outstanding was approximately $1.0 billion. We have used borrowings under the term loan for acquisitions, repayment of indebtedness, development, working capital and general corporate purposes. The covenants under the term loan facility are consistent with

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our global revolving credit facility and, as of December 31, 2015, we were in compliance with all of such covenants. As of December 31, 2015, we have capitalized approximately $8.4 million of financing costs related to the unsecured term loan.
On January 15, 2016, we refinanced our senior unsecured multi-currency term loan facility and entered into a term loan agreement, which governs (i) a $1.25 billion 5-year senior unsecured term loan (the “5-Year Term Loan”) and (ii) a $300 million 7-year senior unsecured term loan (the “7-Year Term Loan”). The term loan agreement replaced the $1.0 billion term loan agreement executed on April 16, 2012, as amended. The term loan agreement provides for borrowings in Australian dollars, British pounds sterling, Canadian dollars, Euros, Hong Kong dollars, Japanese yen, Singapore dollars and U.S. dollars. The maturity date of the 5-Year Term Loan is January 15, 2021 and the maturity date of the 7-Year Term Loan is January 15, 2023. In addition, we have the ability from time to time to increase the aggregate size of lending under the Term Loan Agreement from $1.5 billion up to $1.8 billion, subject to receipt of lender commitments and other conditions precedent.
For a discussion of the potential impact of current global economic and market conditions on our liquidity and capital resources, see “—Factors Which May Influence Future Results of Operations—Global market and economic conditions” above.
Our parent company commenced its At-the-Market equity distribution program in June 2011, which is discussed under “Liquidity and Capital Resources of the Parent Company” above. To date, our parent company has generated net proceeds of approximately $342.7 million from the issuance of approximately 5.7 million shares of common stock under the program at an average price of $60.35 per share after payment of approximately $3.5 million of commissions to the sales agents before offering expenses. The proceeds from the issuances were contributed to us in exchange for the issuance of approximately 5.7 million common units to our parent company. No sales were made under the program during the years ended December 31, 2015 and 2014. As of December 31, 2015, shares of common stock having an aggregate offering price of $53.8 million remained available for offer and sale under the program.
On February 5, 2015, we sold the 100 Quannapowitt property for approximately $31 million. The transaction after costs resulted in net proceeds of approximately $29 million and a net gain of approximately $10 million. The property was identified as held for sale as of December 31, 2014. 100 Quannapowitt was not a significant component of our U.S. portfolio nor does the sale represent a significant shift in our strategy.
On March 31, 2015, we sold the 3300 East Birch Street property for approximately $14 million. The transaction after costs resulted in net proceeds of approximately $14 million and a net gain of approximately $8 million. The property was identified as held for sale as of December 31, 2014. 3300 East Birch Street was not a significant component of our U.S. portfolio nor does the sale represent a significant shift in our strategy.
On April 30, 2015, we sold the 833 Chestnut Street property for approximately $161 million. The transaction after costs and buyer credits resulted in net proceeds of approximately $159 million, including a $9 million note receivable, and a net gain of approximately $77 million. The property was identified as held for sale as of March 31, 2015. 833 Chestnut Street was not a significant component of our U.S. portfolio nor does the sale represent a significant shift in our strategy.
On May 26, 2015, we redeemed $375.0 million, the entire outstanding principal amount, of its 4.50% notes due 2015 (the “2015 Notes”), at a redemption price of 100% of the principal amount of the 2015 Notes plus accrued and unpaid interest thereon up to, but excluding, the redemption date.

On June 23, 2015, we issued $500.0 million in aggregate principal amount of notes, maturing on July 1, 2022 with an interest rate of 3.950% per annum. The public offering price was 99.236% of the principal amount. The 3.950% 2022 Notes are general unsecured senior obligations of our operating partnership, rank equally in right of payment with all other senior unsecured indebtedness of our operating partnership and are fully and unconditionally guaranteed by our parent company. Interest on the 3.950% 2022 Notes is payable on January 1 and July 1 of each year, beginning on January 1, 2016. The net proceeds from the offering after deducting the original issue discount of approximately $3.8 million and underwriting commissions and expenses of approximately $4.4 million was approximately $491.8 million. Our operating partnership will use the net proceeds from the offering of the notes to fund certain eligible green projects, including the development and redevelopment of such projects. Pending such uses, our operating partnership temporarily repaid borrowings under its global revolving credit facility.
On October 13, 2015, upon the consummation of the Operating Partnership Merger, our operating partnership became the direct obligor on the $950.0 million in aggregate principal amount of Delta Holdings Notes by operation of law.
The growing acceptance by private institutional investors of the data center asset class has generally pushed capitalization rates lower as such private investors typically have lower return expectations than we do. As a result, we anticipate that near-term acquisitions activity will comprise a smaller percentage of our growth until seller price expectations realign with our return requirements.


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Construction ($ in thousands)
 
 
As of December 31, 2015
 
As of December 31, 2014
 
Net
Rentable
Square Feet
 
Current
Investment
(2)
 
Future
Investment
(3)
 
Total Cost
 
Net
Rentable
Square Feet
 
Current
Investment
(4)
 
Future
Investment
(3)
 
Total Cost
Development Lifecycle
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Development Construction in Progress
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Space Held for Development
1,275,767

 
$
255,096

 

 
$
255,096

 
1,174,957

 
245,985

 

 
245,985

Base Building Construction
701,878

 
70,907

 
58,379

 
129,286

 
688,517

 
147,126

 
69,438

 
216,564

Datacenter Construction
640,782

 
311,472

 
312,745

 
624,217

 
616,336

 
365,837

 
348,997

 
714,834

Equipment Pool & Other Inventory
 
 
9,035

 

 
9,035

 
 
 
21,623

 

 
21,623

Campus, Tenant Improvements 
& Other
 
 
18,482

 
13,992

 
32,474

 
 
 
28,835

 
7,998

 
36,833

Total Development Construction in Progress
2,618,427

 
664,992

 
385,116

 
1,050,108

 
2,479,810

 
809,406

 
426,433

 
1,235,839

Land Inventory
(1)
 
183,445

 

 
183,445

 
 
 
145,607

 

 
145,607

Enhancement & Other
 
 
7,882

 
2,454

 
10,336

 
 
 
50,305

 
42,180

 
92,485

Recurring
 
 
12,711

 
34,439

 
47,150

 
 
 
9,844

 
27,147

 
36,991

Total Construction in Progress
 
 
$
869,030

 
$
422,009

 
$
1,291,039

 
 
 
$
1,015,162

 
$
495,760

 
$
1,510,922


(1)
Represents approximately 286 acres as of December 31, 2015 and approximately 178 acres as of December 31, 2014.
(2)
Represents balances incurred through December 31, 2015 and included in building and improvements in the consolidated balance sheets.
(3)
Represents estimated cost to complete specific scope of work pursuant to contract, budget or approved capital plan.
(4)
Represents balances incurred through December 31, 2014 and included in building and improvements in the consolidated balance sheets.
Land inventory and space held for development reflect cumulative cost spent pending future development. Base building construction consists of ongoing improvements to building infrastructure in preparation for future data center fit-out. Datacenter construction includes 0.6 million square feet of Turn Key Flex®, Powered Base Building®, and Custom Solutions product with a cost to date of approximately $311.5 million. Generally, we expect to deliver the space within 12 months; however, lease commencement dates may significantly impact final delivery schedules. Equipment pool and other inventory represent the value of long-lead equipment and materials required for timely deployment and delivery of data center construction fit-out. Campus, tenant improvements and other costs include the value of development work which benefits space recently converted to our operating portfolio and is composed primarily of shared infrastructure projects and first-generation tenant improvements.
In May 2013, we received insurance settlement proceeds of approximately $8.6 million related to disputed construction costs, a portion of which has been recorded as a gain on settlement in our consolidated income statement included elsewhere in this report.
Future Uses of Cash
Our properties require periodic investments of capital for tenant-related capital expenditures and for general capital improvements. As of December 31, 2015, we had approximately 1.3 million square feet of space under active development and approximately 1.3 million square feet of space held for future development and we also owned approximately 0.6 million net rentable square feet of data center space with extensive installed tenant improvements. Turn-Key Flex® space is move-in-ready space for the placement of computer and network equipment required to provide a data center environment. Depending on demand for additional Turn-Key Flex® space, we expect to incur significant tenant improvement costs to build out and develop these types of spaces. At December 31, 2015, approximately 1.3 million square feet was under construction for Turn-Key Flex®, Powered Base Building® and Custom Solutions products, all of which are expected to be income producing on or after completion, in three U.S. domestic metropolitan areas, one European metropolitan area, one Canadian metropolitan area and our Singapore metropolitan area, consisting of approximately 0.7 million square feet of base building construction and 0.6

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million square feet of data center construction. At December 31, 2015, we had commitments under construction contracts for approximately $157.6 million. We currently expect to incur approximately $750.0 million to $900.0 million of capital expenditures for our development programs during the year ending December 31, 2016, although this amount may increase or decrease, potentially materially, based on numerous factors, including changes in demand, leasing results and availability of debt or equity capital.
Historical Capital Expenditures
 
Year Ended December 31,
(in thousands)
2015
 
2014
Development projects
$
523,463

 
$
687,203

Enhancement and improvements
11,382

 
65,043

Recurring capital expenditures
91,876

 
52,561

Total capital expenditures (excluding indirect costs)
$
626,721

 
$
804,807

For the year ended December 31, 2015, total capital expenditures decreased $178.1 million to approximately $626.7 million from $804.8 million for the same period in 2014. Capital expenditures on our development projects plus our enhancement and improvements projects for the year ended December 31, 2015 were approximately $534.8 million, which reflects a decrease of approximately 29% from the same period in 2014. This decrease was primarily due to completion of and decreased spending for ground-up Custom Solutions projects, Turn-Key Flex and base building improvements. Our development capital expenditures are generally funded by our available cash and equity and debt capital.
Indirect costs related to construction and leasing activities, including capitalized interest, capitalized in the years ended December 31, 2015 and 2014 were $69.6 million and $70.5 million, respectively. Capitalized interest comprised approximately $12.9 million and $20.4 million, respectively, of the total indirect costs capitalized for the years ended December 31, 2015 and 2014. Capitalized interest in the year ended December 31, 2015 decreased compared to the same period in 2014 due to a reduction in qualifying activities. Excluding capitalized interest, the indirect costs increased in the year ended December 31, 2015 compared to the same period in 2014 due primarily to capitalized amounts relating to compensation expense of employees directly engaged in construction and leasing activities. See “—Future Uses of Cash” above for a discussion of the amount of capital expenditures we expect to incur during the year ending December 31, 2016.
The environmental cleanup work required at the 47700 Kato Road and 1055 Page Avenue property resulting from a prior tenant’s activities has been completed. The prior tenant of these buildings completed most of the remaining required environmental cleanup work.  In January 2016, we sold this property to an unrelated third party. We continue to seek recovery of past costs incurred for previous environmental cleanup work, as well as other damages.  We cannot at this time estimate the likelihood of recovery or the impact on our financial condition and results of operations, however, the amounts are not expected to be material.
We are also subject to the commitments discussed below under “Commitments and Contingencies,” “Off-Balance Sheet Arrangements” and “Distributions.”
We actively pursue opportunities for potential acquisitions, with due diligence and negotiations often at different stages at different times. The dollar value of acquisitions for the year ending December 31, 2016 will be based on numerous factors, including tenant demand, leasing results, availability of debt or equity capital and acquisition opportunities.
We may from time to time seek to retire or repurchase our outstanding debt or the equity of our parent company through cash purchases and/or exchanges for equity securities of our parent company in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions or other factors. The amounts involved may be material.
We expect to meet our short- and long-term liquidity requirements, including to pay for scheduled debt maturities and to fund property acquisitions and non-recurring capital improvements, with net cash from operations, future long-term secured and unsecured indebtedness and the issuance of equity and debt securities and the proceeds of equity issuances by our parent company. We also may fund future short- and long-term liquidity requirements, including property acquisitions and non-recurring capital improvements using our 2016 global revolving credit facility pending permanent financing along with proceeds from planned dispositions of non-core properties. If we are not able to obtain additional financing on terms attractive to us, or at all, including as a result of the circumstances described above under “Factors Which May Influence Future Results of Operations—Global market and economic conditions”, we may be required to reduce our acquisition or capital expenditure plans, which could have a material adverse effect upon our business and results of operations.

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Distributions
All distributions on our units are at the discretion of our parent company’s board of directors. In 2015, 2014 and 2013, our operating partnership declared the following distributions (in thousands):
Date distribution 
declared
 
Distribution payable date
 
Series D Preferred Units
 
Series E Preferred Units
 
Series F Preferred Units
 
Series G Preferred Units
 
Series H Preferred Units
 
Series I Preferred Units
 
Common
Units
 
February 12, 2013
 
March 29, 2013
 
$

(1) 
$
5,031

 
$
3,023

 
$

 
$

 
$

 
$
102,506

(2) 
May 1, 2013
 
June 28, 2013
 

 
5,031

 
3,023

 
3,345

(3) 

 

 
102,507

(2) 
July 23, 2013
 
September 30, 2013
 

 
5,031

 
3,023

 
3,672

 

 

 
102,506

(2) 
October 23, 2013
 
December 31, 2013 for Preferred Units;
   January 15, 2014 for Common Units
 

 
5,031

 
3,023

 
3,672

 

 

 
102,509

(2) 
 
 
 
 
$

 
$
20,124

 
$
12,092

 
$
10,689

 
$

 
$

 
$
410,028

 
February 11, 2014
 
March 31, 2014
 
$

 
$
5,031

 
$
3,023

 
$
3,672

 
$

 
$

 
$
109,378

(4) 
April 29, 2014
 
June 30, 2014
 

 
5,031

 
3,023

 
3,672

 
7,104

(5) 

 
115,008

(4) 
July 21, 2014
 
September 30, 2014
 

 
5,031

 
3,023

 
3,672

 
6,730

 

 
115,012

(4) 
November 4, 2014
 
December 31, 2014 for Preferred Units;
   January 15, 2015 for Common Units
 

 
5,031

 
3,023

 
3,672

 
6,730

 

 
115,016

(4) 
 
 
 
 
$

 
$
20,124

 
$
12,092

 
$
14,688

 
$
20,564

 
$

 
$
454,414

 
February 25, 2015
 
March 31, 2015
 
$

 
$
5,031

 
$
3,023

 
$
3,672

 
$
6,730

 
$

 
$
117,896

(6) 
May 12, 2015
 
June 30, 2015
 

 
5,031

 
3,023

 
3,672

 
6,730

 

 
117,938

(6) 
August 11, 2015
 
September 30, 2015
 

 
5,031

 
3,023

 
3,672

 
6,730

 

 
117,962

(6) 
November 12, 2015
 
December 31, 2015 for Preferred Units;
   January 15, 2016 for Common Units
 

 
5,031

 
3,023

 
3,672

 
6,730

 
5,600

(7) 
126,827

(6) 
 
 
 
 
$

 
$
20,124

 
$
12,092

 
$
14,688

 
$
26,920

 
$
5,600

 
$
480,623

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual rate of distribution per unit
 
 
 
$1.375
 
$1.750
 
$1.656
 
$1.469
 
$1.844
 
$1.588
 
 
 


(1)
Effective February 26, 2013, in connection with the conversion of the series D preferred stock by Digital Realty Trust, Inc., all of the outstanding series D preferred units were converted into common units in accordance with the terms of the series D preferred units. Each series D preferred unit was converted into 0.6360 common unit of our operating partnership.
(2)
$3.120 annual rate of distribution per unit.
(3)
Represents a pro rata distribution from and including the original issue date to and including June 30, 2013.
(4)
$3.320 annual rate of distribution per unit.
(5)
Represents a pro rata distribution from and including the original issue date to and including June 30, 2014.
(6)
$3.400 annual rate of distribution per unit.
(7)
Represents a pro rata distribution from and including the original issue date to and including December 31, 2015.
Commitments and Contingencies
As part of the 29A International Business Park asset acquisition in 2010, the seller could earn additional consideration based on future net operating income growth in excess of certain performance targets, as defined in the agreements for the acquisition. The earnout contingency expires in November 2020. The maximum amount that could be earned by the seller is $50.0 million SGD (or approximately $35.2 million based on the exchange rate as of December 31, 2015). As of December 31, 2014, $12.6 million had been accrued related to this earnout agreement, which was subsequently paid in 2015. During 2015, the remaining performance targets were achieved and the Company accrued an additional $19.4 million. The remaining earnout payments will be made in 2016 and 2020 per the terms of the earnout agreement. The amounts accrued have been discounted based on their expected payment date and capitalized to building and improvements as the original purchase was accounted for as an asset acquisition.
One of the tenants at our Convergence Business Park property has an option to expand as part of their lease agreement, which expires in April 2017. As part of this option, development activities were not permitted on specifically identified

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expansion space within the property until April 2014. From April 2014 through April 2017, the tenant has the right of first refusal on any third party’s bona fide offer to buy the adjacent land. If the tenant exercises their option, we may either construct and lease to the tenant an additional shell building on the expansion space at a stipulated rate of return on cost or sell the existing building and the expansion space to the tenant for a price of approximately $24.0 million and $225,000 per square acre, respectively, plus additional adjustments as provided in the lease.
As part of the acquisition of the Sentrum Portfolio, the seller could earn additional consideration based on future net returns on vacant space to be developed, but not currently leased, as defined in the purchase agreement for the acquisition. The initial estimate of fair value of the contingent consideration liability was approximately £56.5 million (or approximately $87.6 million based on the exchange rate as of July 11, 2012, the acquisition date). We have adjusted the contingent consideration to fair value at each reporting date with changes in fair value recognized in operating income. During the year ended December 31, 2015, we reduced the fair value by approximately £30.3 million. The adjustment was the result of an evaluation by management that no additional leases would be executed for vacant space by July 11, 2015, the contingency expiration date. The final payment on the earnout was made in August 2015. We made earnout payments of approximately £0.7 million (or approximately $1.1 million based on the exchange rates as of the date of each payment) during the year ended December 31, 2015. During the year ended December 31, 2014, we made earnout payments of approximately £6.2 million (or approximately $10.3 million based on the exchange rates as of the date of each payment). From the acquisition date through December 31, 2015, we have made earnout payments of approximately £23.8 million (or approximately $37.2 million based on the exchange rates as of the date of each payment). The earn-out contingency expired in July 2015. The change in fair value of contingent consideration for Sentrum was recorded as a reduction to operating expense of approximately $43.0 million, $8.4 million and $1.8 million for the years ended December 31, 2015, 2014 and 2013, respectively.
On July 22, 2015, we entered into a settlement agreement with former Chief Executive Officer Michael Foust, pursuant to which the parties acknowledged the cancellation of 127,644 profits interest units in the operating partnership held by Mr. Foust, and we agreed to pay Mr. Foust $8.0 million in full satisfaction of any and all amounts owing to Mr. Foust as a result of his employment with the company and the termination thereof. In connection with the settlement, Mr. Foust and the company agreed to dismiss with prejudice the litigation between the parties relating to Mr. Foust’s employment and termination of employment, and each party released claims against the other party. We previously recorded an expense of approximately $12.7 million in connection with Mr. Foust’s severance payments and reversed the excess expense of approximately $4.6 million in the three months ending September 30, 2015 as a reduction to general and administrative expense in the condensed and consolidated income statement.
As of December 31, 2015, we were a party to interest rate swap agreements which hedge variability in cash flows related the U.S. LIBOR and SGD-SOR based tranches of the unsecured term loan. Under these swaps, we pay variable-rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amounts. See Item 7A “Quantitative and Qualitative Disclosures about Market Risk.”


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The following table summarizes our debt, interest, lease and construction contract payments due by period as of December 31, 2015 (dollars in thousands):
Obligation
Total
 
2016
 
2017-2018
 
2019-2020
 
Thereafter
Long-term debt principal payments(1)
$
5,951,716

 
$
216,979

 
$
2,051,440

 
$
1,001,777

 
$
2,681,520

Interest payable(2)
1,184,009

 
219,596

 
350,088

 
299,923

 
314,402

Ground leases(3)
41,376

 
1,207

 
2,434

 
2,434

 
35,301

Operating leases
983,067

 
53,506

 
125,564

 
139,708

 
664,289

Construction contracts(4)
157,553

 
157,553

 

 

 

 
$
8,317,721

 
$
648,841

 
$
2,529,526

 
$
1,443,842

 
$
3,695,512

 
(1)
Includes $967.9 million of borrowings under our global revolving credit facility and $924.6 million of borrowings under our unsecured term loan, which were refinanced in January 2016, and excludes $0.4 million of loan premiums related to assumed mortgage loans, $4.1 million discount on the 5.875% 2020 notes, $1.1 million discount on the 3.400% 2020 notes, $0.5 million discount on the 2021 notes, $2.8 million discount on the 3.625% 2022 notes, $3.6 million discount on the 3.950% 2022 notes, $2.3 million on the 2023 notes and $3.5 million on the 4.250% 2025 notes.
(2)
Interest payable is based on the interest rate in effect on December 31, 2015, including the effect of interest rate swaps. Interest payable excluding the effect of interest rate swaps is as follows (in thousands):
2016
$
217,936

2017-2018
349,602

2019-2020
299,923

Thereafter
314,402

 
$
1,181,863

(3)
This is comprised of ground lease payments on 2010 East Centennial Circle, Chemin de l’Epinglier 2, Clonshaugh Industrial Estate I and II, Paul van Vlissingenstraat 16, Gyroscoopweg 2E-2F, Naritaweg 52, Manchester Technopark and 29A International Business Park. After February 2036, rent for the remaining term of the 2010 East Centennial Circle ground lease will be determined based on a fair market value appraisal of the asset and, as a result, is excluded from the above information. After December 2036, rent for the remaining term of the Naritaweg 52 ground lease will be determined based on a fair market value appraisal of the asset and, as a result, is excluded from the above information. The Chemin de l’Epinglier 2 ground lease which expires in July 2074 contains potential inflation increases which are not reflected in the table above. The Paul van Vlissingenstraat 16, Chemin de l’Epinglier 2, Gyroscoopweg 2E-2F, Naritaweg 52 and Clonshaugh Industrial Estate I and II amounts are translated at the December 31, 2015 exchange rate of $1.09 to €1.00. The Manchester Technopark amounts are translated at the December 31, 2015 exchange rate of $1.47 to £1.00. The 29A International Business Park amounts are translated at the December 31, 2015 exchange rate of $0.70 to S$1.00.
(4)
From time to time in the normal course of our business, we enter into various construction contracts with third parties that may obligate us to make payments. At December 31, 2015, we had open commitments related to construction contracts of $157.6 million.


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Outstanding Consolidated Indebtedness
The table below summarizes our debt maturities and principal payments as of December 31, 2015 (in thousands):
 
Global Revolving Credit Facility (1)
 
Unsecured Term Loan (1)
 
Prudential Shelf Facility (2)
 
Senior Notes
 
Mortgage Loans (3)
 
Total
Debt
2016
$

 
$

 
$
25,000

 
$

 
$
191,979

 
$
216,979

2017
967,884

 
924,568

 
50,000

 

 
108,395

 
2,050,847

2018

 

 

 

 
593

 
593

2019

 

 

 

 
644

 
644

2020

 

 

 
1,000,000

 
1,133

 
1,001,133

Thereafter

 

 

 
2,681,520

 

 
2,681,520

  Subtotal
$
967,884

 
$
924,568

 
$
75,000

 
$
3,681,520

 
$
302,744

 
$
5,951,716

Unamortized discount

 

 

 
(17,914
)
 

 
(17,914
)
Unamortized premium

 

 

 

 
439

 
439

    Total
$
967,884

 
$
924,568

 
$
75,000

 
$
3,663,606

 
$
303,183

 
$
5,934,241

 
(1)
Subject to two six-month extension options exercisable by us. The bank group was obligated to grant the extension options provided we gave proper notice, we made certain representations and warranties and no default existed under the global revolving credit facility and the unsecured term loan, as applicable. In January 2016, we completed the refinancing of our global revolving credit facility and term loan. The combined refinanced facilities total $3.55 billion, consisting of a $2.0 billion line of credit and a $1.55 billion term loan.
(2)
On January 6, 2016, we repaid the $25.0 million of 9.68% Series D unsecured notes under the Prudential shelf facility at maturity.
(3)
In January and February 2016, we repaid in full two mortgage loans in the aggregate amount of $51.5 million.
The table below summarizes our debt, as of December 31, 2015 (in millions):
Debt Summary:
 
Fixed rate
$
4,041.7

Variable rate debt subject to interest rate swaps
469.5

Total fixed rate debt (including interest rate swaps)
4,511.2

Variable rate—unhedged
1,423.0

Total
$
5,934.2

Percent of Total Debt:
 
Fixed rate (including swapped debt)
76.0
%
Variable rate
24.0
%
Total
100.0
%
 
 
Weighted Average Interest Rate as of December 31, 2015 (1):
 
Fixed rate (including hedged variable rate debt)
4.37
%
Variable rate
1.66
%
Total interest rate
3.72
%
 
(1)
Excludes impact of deferred financing cost amortization.
As of December 31, 2015, we had approximately $5.9 billion of outstanding consolidated long-term debt as set forth in the table above. Our ratio of debt to total enterprise value was approximately 32% (based on the closing price of Digital Realty Trust, Inc.’s common stock on December 31, 2015 of $75.62). For this purpose, our total enterprise value is defined as the sum of the market value of Digital Realty Trust, Inc.’s outstanding common stock (which may decrease, thereby increasing our debt to total enterprise value ratio), excluding options issued under our incentive award plan, plus the liquidation value of Digital Realty Trust, Inc.’s preferred stock, plus the aggregate value of our operating partnership’s units not held by Digital Realty

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Trust, Inc. (with the per unit value equal to the market value of one share of Digital Realty Trust, Inc.’s common stock and excluding long-term incentive units, Class C Units and Class D Units), plus the book value of our total consolidated indebtedness.
The variable rate debt shown above bore interest at interest rates based on various one-month LIBOR, EURIBOR, GBP LIBOR, SOR, BBR, HIBOR, JPY LIBOR, CDOR and U.S. Prime rates, depending on the respective agreement governing the debt, including our global revolving credit facility and unsecured term loan. As of December 31, 2015, our debt had a weighted average term to initial maturity of approximately 4.7 years (or approximately 5.1 years assuming exercise of extension options).
Off-Balance Sheet Arrangements
As of December 31, 2015, we were party to interest rate swap agreements related to $469.5 million of outstanding principal on our variable rate debt. See Item 7A “Quantitative and Qualitative Disclosures about Market Risk.”
As of December 31, 2015, our pro-rata share of mortgage debt of unconsolidated joint ventures was approximately $137.0 million, of which $54.5 million is subject to interest rate swap agreements.
Cash Flows
The following summary discussion of our cash flows is based on the consolidated statements of cash flows and is not meant to be an all-inclusive discussion of the changes in our cash flows for the periods presented below.
Comparison of Year Ended December 31, 2015 to Year Ended December 31, 2014 and Comparison of Year Ended December 31, 2014 to Year Ended December 31, 2013
The following table shows cash flows and ending cash and cash equivalent balances for the years ended December 31, 2015, 2014 and 2013 (in thousands).
 
Year Ended December 31,
 
2015
 
2014
 
2013
Net cash provided by operating activities
$
799,232

 
$
655,888

 
$
656,390

Net cash used in investing activities
(2,526,022
)
 
(644,180
)
 
(1,060,609
)
Net cash provided by (used in) financing activities
1,749,029

 
(26,974
)
 
401,832

Net increase (decrease) in cash and cash equivalents
$
22,239

 
$
(15,266
)
 
$
(2,387
)

Cash provided by operating activities in 2015 increased approximately $146.1 million over 2014 which was consistent with cash provided by operating activities in 2013. The 2015 increase is due to the acquisition of Telx and increased revenues from new leasing at our same store properties, completed and leased development space which was partially offset by increased operating and interest expenses. Our portfolio consisted of 139 operating properties at December 31, 2015 versus 131 operating properties as of December 31, 2014 and December 31, 2013.

Net cash used in investing activities in 2015 increased $1.9 billion over 2014 due to the acquisition of Telx, partially offset by proceeds from property sales of $185.6 million. Net cash used in investing activities decreased in 2014 as compared to 2013 due to a decrease in cash paid for acquisitions and capital expenditures for the year ended December 31, 2014 as compared to December 2013. In addition, cash used in investing activities was lower in 2013 due to the contribution of properties to the joint venture with Prudential in September 2013 ($328.6 million).










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Net cash flows (used in) provided by financing activities for the company consisted of the following amounts (in thousands).
  
Year Ended December 31,
  
2015
 
2014
 
2013
Net (repayments) proceeds from borrowings
$
(52,900
)
 
$
(355,919
)
 
$
2,097

Net proceeds from issuance of common and preferred stock, including exercise of stock options
919,840

 
353,376

 
241,194

Net proceeds from unsecured senior notes
1,445,127

 
495,872

 
630,026

Dividend and distribution payments
(548,058
)
 
(509,159
)
 
(443,858
)
Other
(14,980
)
 
(11,144
)
 
(27,627
)
Net cash provided (used in) by financing activities
$
1,749,029

 
$
(26,974
)
 
$
401,832


The cash provided by financing activities in 2015 reflect a $1.8 billion increase over 2014. The increase is a result of lower net payments on borrowings along with the sale of common stock, issuance of series I preferred stock, and the sale of unsecured notes due 2020, 2022 and 2025. Taken together, 2015 financing activities primarily supported the acquisition of Telx. The increase in dividend and distribution payments for the year ended December 31, 2015 as compared to the same period in 2014 was due to an increase in the number of shares outstanding and dividend amount per share of common stock in 2015 as compared to 2014 and the payment of dividends on series H preferred stock and series I preferred stock during the year ended December 31, 2015, whereas these series of preferred stock were not outstanding for the entire—or, in the case of the Series I preferred stock, any portion of—the year ended December 31, 2014.
The decrease in net cash (used in) provided by financing activities was primarily due to the issuance of our 2025 Notes (net proceeds of $630.0 million) in January 2013 along with lower net repayments during the year ended December 31, 2013 (net proceeds of $2.1 million) as compared to the year ended December 31, 2014 (net repayments of $355.9 million) partially offset by the issuance of our 2023 Notes (net proceeds of $495.9 million) in April 2014. The increase in dividend and distribution payments for the year ended December 31, 2014 as compared to the same period in 2013 was due to an increase in the number of shares outstanding and dividend amount per share of common stock in 2014 as compared to 2013 and the payment of dividends on series G preferred stock and series H preferred stock during the year ended December 31, 2014, whereas these series of preferred stock were not outstanding for the entire—or, in the case of the Series H preferred stock, any portion of—the year ended December 31, 2013.
Net cash flows (used in) provided by financing activities for the operating partnership consisted of the following amounts (in thousands).
  
Year Ended December 31,
  
2015
 
2014
 
2013
Net (repayments) proceeds from borrowings
$
(52,900
)
 
$
(355,919
)
 
$
2,097

General partner contributions, net
919,840

 
353,376

 
241,194

Net proceeds from unsecured senior notes
1,445,127

 
495,872

 
630,026

Distribution payments
(548,058
)
 
(509,159
)
 
(443,858
)
Other
(14,980
)
 
(11,144
)
 
(27,627
)
Net cash provided (used in) by financing activities
$
1,749,029

 
$
(26,974
)
 
$
401,832


The cash provided by financing activities in 2015 reflect a $1.8 billion increase over 2014. The increase is a result of lower net payments on borrowings along with $919.8 million of general partner contributions, and the sale of unsecured notes due 2020, 2022, 2025 and 2020. Taken together, 2015 financing activities primarily supported the acquisition of Telx. The increase in distribution payments for the year ended December 31, 2015 as compared to the same period in 2014 was due to an increase in the number of units outstanding and distribution amount per common unit in 2015 as compared to 2014 and the payment of distributions on our series H preferred units and series I preferred units during the year ended December 31, 2015,

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whereas these series of preferred units were not outstanding for the entire—or, in the case of the Series I preferred units, any portion of—the year ended December 31, 2014.
The decrease in net cash (used in) provided by financing activities was primarily due to the issuance of our 2025 Notes (net proceeds of $630.0 million) in January 2013, along with lower net repayments during the year ended December 31, 2013 (net proceeds of $2.1 million) as compared to the year ended December 31, 2013 (net repayments of $355.9 million) partially offset by the issuance of our 2023 Notes (net proceeds of $495.9 million) in April 2014. The increase in distribution payments for the year ended December 31, 2014 as compared to the same period in 2013 was due to an increase in the number of units outstanding and distribution amount per common unit in 2014 as compared to 2013 and the payment of distributions on our series G preferred units and series H preferred units during the year ended December 31, 2014, whereas these series of preferred units were not outstanding for the entire—or, in the case of the Series H preferred units, any portion of—the year ended December 31, 2013.
Noncontrolling Interests in Operating Partnership
Noncontrolling interests relate to the common units in our operating partnership that are not owned by Digital Realty Trust, Inc., which, as of December 31, 2015, amounted to 1.9% of our operating partnership common units. In conjunction with our formation, our operating partnership issued common units to third party sellers in connection with our acquisition of real estate interests from such third parties.
Limited partners who acquired common units in connection with our formation have the right to require our operating partnership to redeem part or all of their common units for cash based upon the fair market value of an equivalent number of shares of Digital Realty Trust, Inc. common stock at the time of the redemption. Alternatively, we may elect to acquire those common units in exchange for shares of Digital Realty Trust, Inc. common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions and similar events. Pursuant to registration rights agreements we entered into with third party contributors, we filed a shelf registration statement covering the issuance of the shares of our common stock issuable upon redemption of the common units, and the resale of those shares of common stock by the holders.
Inflation
Many of our leases provide for separate real estate tax and operating expense escalations. In addition, many of the leases provide for fixed base rent increases. We believe that inflationary increases may be at least partially offset by the contractual rent increases and expense escalations described above.
Funds from Operations
We calculate Funds from Operations, or FFO, in accordance with the standards established by the National Association of Real Estate Investment Trusts, or NAREIT. FFO represents net income (loss) available to common stockholders (computed in accordance with U.S. GAAP), excluding gains (or losses) from sales of property, gain from settlement of pre-existing relationships with Telx, impairment charges, real estate related depreciation and amortization (excluding amortization of deferred financing costs) and after adjustments for unconsolidated partnerships and joint ventures. Management uses FFO as a supplemental performance measure because, in excluding real estate related depreciation and amortization and gains and losses from property dispositions, it provides a performance measure that, when compared year over year, captures trends in occupancy rates, rental rates and operating costs. We also believe that, as a widely recognized measure of the performance of REITs, FFO will be used by investors as a basis to compare our operating performance with that of other REITs. However, because FFO excludes depreciation and amortization and captures neither the changes in the value of our properties that result from use or market conditions, nor the level of capital expenditures and leasing commissions necessary to maintain the operating performance of our properties, all of which have real economic effect and could materially impact our financial condition and results from operations, the utility of FFO as a measure of our performance is limited. Other REITs may not calculate FFO in accordance with the NAREIT definition and, accordingly, our FFO may not be comparable to such other REITs’ FFO. Accordingly, FFO should be considered only as a supplement to net income as a measure of our performance.

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Reconciliation of Net Income Available to Common Stockholders to Funds From Operations (FFO)
(in thousands, except per share and unit data)
(unaudited)
 
Year Ended December 31,
 
2015
 
2014
 
2013
Net income available to common stockholders
$
217,266

 
$
132,718

 
$
271,583

Adjustments:
 
 
 
 
 
Noncontrolling interests in operating partnership
4,442

 
2,767

 
5,366

Real estate related depreciation and amortization(1)
563,729

 
533,823

 
471,281

Real estate related depreciation and amortization related to investment in unconsolidated joint ventures
11,418

 
7,537

 
3,805

Impairment of investments in real estate

 
126,470

 

Gain on sale of property
(94,604
)
 
(15,945
)
 

Gain on contribution of properties to unconsolidated joint ventures

 
(95,404
)
 
(115,609
)
Gain on settlement of pre-existing relationships with Telx
(14,355
)
 

 

FFO available to common stockholders and unitholders(2)
$
687,896

 
$
691,966

 
$
636,426

Basic FFO per share and unit
$
4.88

 
$
5.08

 
$
4.88

Diluted FFO per share and unit(2)
$
4.86

 
$
5.04

 
$
4.74

Weighted average common stock and units outstanding
 
 
 
 
 
Basic
140,906

 
136,123

 
130,463

Diluted(2)
141,524

 
138,368

 
137,771

(1)   Real estate related depreciation and amortization was computed as follows:
 
 
 
 
 
Depreciation and amortization per income statement
570,527

 
538,513

 
475,464

Non-real estate depreciation
(6,798
)
 
(4,690
)
 
(4,183
)
Real estate related depreciation and amortization
$
563,729

 
$
533,823

 
$
471,281


(2)
For all periods presented, we have excluded the effect of dilutive series E, series F, series G, series H and series I preferred stock, as applicable, that may be converted upon the occurrence of specified change in control transactions as described in the articles supplementary governing the series E, series F, series G, series H and series I preferred stock, as applicable, which we consider highly improbable. In addition, the 5.50% exchangeable senior debentures due 2029 were exchangeable for 0, 1,958 and 6,650 common shares on a weighted average basis for the years ended December 31, 2015, 2014 and 2013, respectively. See below for calculations of diluted FFO available to common stockholders and unitholders and weighted average common stock and units outstanding.
 
Year Ended December 31,
 
2015
 
2014
 
2013
FFO available to common stockholders and unitholders
$
687,896

 
$
691,966

 
$
636,426

Add: 5.50% exchangeable senior debentures interest expense

 
4,725

 
16,200

FFO available to common stockholders and unitholders—diluted
$
687,896

 
$
696,691

 
$
652,626

Weighted average common stock and units outstanding
140,906

 
136,123

 
130,463

Add: Effect of dilutive securities (excluding series D convertible preferred stock and 5.50% exchangeable senior debentures)
618

 
287

 
187

Add: Effect of dilutive series D convertible preferred stock

 

 
471

Add: Effect of dilutive 5.50% exchangeable senior debentures

 
1,958

 
6,650

Weighted average common stock and units outstanding—diluted
141,524

 
138,368

 
137,771


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New Accounting Pronouncements Issued But Not Yet Adopted
In February 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In accordance with the guidance, all legal entities are subject to reevaluation under the revised consolidation model. The guidance is effective in the first quarter of 2016, and early adoption is permitted. We do not expect the adoption of ASU 2015-02 to have a significant impact on our consolidated financial statements.
On April 1, 2015, the FASB voted to defer the effective date of ASU No. 2014-09, which outlines a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers and notes that lease contracts with customers are a scope exception. Public business entities may elect to adopt the amendments as of the original effective date; however, if the proposed deferral is approved, adoption is required for annual reporting periods beginning after December 15, 2017. We are currently assessing the impact of the guidance on our consolidated financial statements.
On April 17, 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. Currently, debt issuance costs are recorded as an asset and amortization of these deferred financing costs is recorded in interest expense. Under the new standard, debt issuance costs will continue to be amortized over the life of the debt instrument and amortization will continue to be recorded in interest expense. The new standard is effective for the Company on January 1, 2016 and will be applied on a retrospective basis. We are currently evaluating ASU 2015-03, and anticipate a change in our presentation only since the standard does not alter the accounting for debt issuance costs.
In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement Period Adjustments (Topic 805). ASU 2015-16 requires an acquirer in a business combination to recognize provisional amounts when measurements were incomplete as of the end of a reporting period as an adjustment in the reporting period in which the provisional amount is determined. Prior to this standard, the acquirer was required to adjust such provisional amounts by restating prior period financial statements. ASU 2015-16 is effective for the annual period ending December 31, 2016 and for annual periods and interim periods thereafter with early adoption permitted. We elected to early adopt this standard effective with the interim period beginning July 1, 2015 and this standard did not have a material effect on the consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The ASU is expected to impact our consolidated financial statements as we have certain operating and land lease arrangements for which we are the lessee. ASU 2016-02 supersedes the previous leases standard, Leases (Topic 840). The standard is effective on January 1, 2019, with early adoption permitted. We are currently in the process of evaluating the impact the adoption of ASU 2016-02 will have on our financial position or results of operations.







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ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our future income, cash flows and fair values relevant to financial instruments depend upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We do not use derivatives for trading or speculative purposes and only enter into contracts with major financial institutions based on their credit rating and other factors.
Analysis of Debt between Fixed and Variable Rate
We use interest rate swap agreements and fixed rate debt to reduce our exposure to interest rate movements. As of December 31, 2015, our consolidated debt was as follows (in millions):
 
Carrying Value
 
Estimated Fair
Value
Fixed rate debt
$
4,041.7

 
$
4,182.6

Variable rate debt subject to interest rate swaps
469.5

 
469.5

Total fixed rate debt (including interest rate swaps)
4,511.2

 
4,652.1

Variable rate debt
1,423.0

 
1,423.0

Total outstanding debt
$
5,934.2

 
$
6,075.1

Interest rate derivatives included in this table and their fair values as of December 31, 2015 and December 31, 2014 were as follows (in thousands):
Notional Amount
 
 
 
 
 
 
 
 
 
Fair Value at Significant Other
Observable Inputs (Level 2)
As of
December 31,
2015
 
As of
December 31,
2014
 
Type of
Derivative
 
Strike
Rate
 
Effective Date
 
Expiration
Date
 
As of
December 31,
2015
 
As of
December 31,
2014
Currently-paying contracts
 
 
 
 
 
 
 
 
 
 
$
335,905

(1)
$
410,905

(1)
Swap
 
0.717

 
Various
 
Various
 
$
(357
)
 
$
(241
)
133,579

(2)
142,965

(2)
Swap
 
0.925

 
July 17, 2012
 
April 18, 2017
 
1,500

 
669

469,484

 
553,870

 
 
 
 
 
 
 
 
 
1,143

 
428

Forward-starting contracts
 
 
 
 
 
 
 
 
 
 

(3)
150,000

 
Forward-starting Swap
 
2.091

 
July 15, 2014
 
July 15, 2019
 

 
(2,837
)
Total
 
 
 
 
 
 
 
 
 
 
 
 
$
469,484

 
$
703,870

 
 
 
 
 
 
 
 
 
$
1,143

 
$
(2,409
)
 
(1)
Represents the U.S. dollar tranche of the unsecured term loan.
(2)
Represents a portion of the Singapore dollar tranche of the unsecured term loan. Translation to U.S. dollars is based on exchange rate of $0.75 to 1.00 SGD as of December 31, 2015 and $0.79 to 1.00 SGD as of December 31, 2014.
(3)
In January 2014, we entered into a forward-starting five-year swap contract to protect against adverse fluctuations in interest rates by reducing our exposure to variability in cash flows relating to interest payments on a forecasted issuance of debt. The accrual period of the swap contract was designed to match the tenor of the planned debt issuance. In the fourth quarter of 2014, changes in the forecasted transaction resulted in the discontinuation of cash flow hedge accounting. As such, changes in the fair value of the forward starting swap were recognized in earnings, within the other income (expense) line item.  During 2014 the total net gain recognized on the forward starting swap was approximately $0.8 million, and on January 13, 2015, we cash settled the forward starting swap for approximately $5.7 million, including accrued interest.

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Sensitivity to Changes in Interest Rates
The following table shows the effect if assumed changes in interest rates occurred, based on fair values and interest expense as of December 31, 2015:
Assumed event
Interest rate
change
(basis points)
 
Change
($ millions)
Increase in fair value of interest rate swaps following an assumed 10% increase in interest rates
10

 
$
0.5

Decrease in fair value of interest rate swaps following an assumed 10% decrease in interest rates
(10
)
 
(0.5
)
Increase in annual interest expense on our debt that is variable rate and not subject to swapped interest following a 10% increase in interest rates
10

 
1.4

Decrease in annual interest expense on our debt that is variable rate and not subject to swapped interest following a 10% decrease in interest rates
(10
)
 
(1.4
)
Increase in fair value of fixed rate debt following a 10% decrease in interest rates
(10
)
 
25.9

Decrease in fair value of fixed rate debt following a 10% increase in interest rates
10

 
(24.2
)
Interest risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur in that environment. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.
Foreign Currency Exchange Risk
For the years ended December 31, 2015, 2014 and 2013, we had foreign operations in the United Kingdom, Ireland, France, The Netherlands, Switzerland, Canada, Singapore, Australia, Japan and Hong Kong, and, as such, are subject to risk from the effects of exchange rate movements of foreign currencies, which may affect future costs and cash flows. Our foreign operations are conducted in the British pound sterling, Euro, Swiss franc, Australian dollar, Singapore dollar, Canadian dollar, Hong Kong dollar and the Japanese yen. Our primary currency exposures are to the British pound sterling, Euro and the Singapore dollar. We attempt to mitigate a portion of the risk of currency fluctuation by financing our investments in the local currency denominations, although there can be no assurance that this will be effective. As a result, changes in the relation of any such foreign currency to U.S. dollars may affect our revenues, operating margins and distributions and may also affect the book value of our assets and the amount of stockholders’ equity. For the years ended December 31, 2015, 2014 and 2013, operating revenues from properties outside the United States contributed $392.6 million, $383.0 million and $349.1 million, respectively, which represented 22.3%, 23.7% and 23.6% of our operating revenues, respectively. Net investment in properties outside the United States was $2.6 billion and $2.7 billion as of December 31, 2015 and December 31, 2014, respectively. Net assets in foreign operations were approximately $0.5 billion and $0.7 billion as of December 31, 2015 and December 31, 2014, respectively.

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ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO THE CONSOLIDATED FINANCIAL STATEMENTS
 
 
Page No.

 
 

 
 
Consolidated Financial Statements of Digital Realty Trust, Inc.
 
 
 

 
 

 
 

 
 

 
 

 
 
Consolidated Financial Statements of Digital Realty Trust, L.P.
 
 
 

 
 

 
 

 
 

 
 

 
 
Consolidated Financial Statements of Digital Realty Trust, Inc. and Digital Realty Trust, L.P.
 
 
 

 
 

 
 
Notes to Schedule III—Properties and Accumulated Depreciation
178


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Management’s Report on Internal Control over Financial Reporting
The management of Digital Realty Trust, Inc. (the Company) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f). Our internal control system was designed to provide reasonable assurance to the Company’s management and board of directors regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Under the supervision and with the participation of management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2015. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). We acquired Telx Holdings, Inc. during the year ended December 31, 2015. We have excluded from our overall assessment of the Company's internal control over financial reporting as of December 31, 2015, internal control over financial reporting associated with Telx Holdings, Inc. total assets of $1.9 billion and total revenues of $81 million. Based on our assessment, management concluded that as of December 31, 2015, the Company’s internal control over financial reporting was effective based on those criteria.
Our independent registered public accounting firm has issued an audit report on the Company’s internal control over financial reporting. This report appears on page 94.


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Management’s Report on Internal Control over Financial Reporting
The management of Digital Realty Trust, L.P. (the Operating Partnership) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15(d)-15(f). Our internal control system was designed to provide reasonable assurance to the Operating Partnership’s management regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer of our general partner, we assessed the effectiveness of the Operating Partnership’s internal control over financial reporting as of December 31, 2015. In making this assessment, we used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). We acquired Telx Holdings, Inc. during the year ended December 31, 2015. We have excluded from our overall assessment of the Company's internal control over financial reporting as of December 31, 2015, internal control over financial reporting associated with Telx Holdings, Inc. total assets of $1.9 billion and total revenues of $81 million. Based on our assessment, management concluded that as of December 31, 2015, the Operating Partnership’s internal control over financial reporting was effective based on those criteria.

92

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Index to Financial Statements

Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Digital Realty Trust, Inc.:

We have audited the accompanying consolidated balance sheets of Digital Realty Trust, Inc. (the Company) and subsidiaries as of December 31, 2015 and 2014, and the related consolidated income statements, statements of comprehensive income, equity, and cash flows for each of the years in the three‑year period ended December 31, 2015. In connection with our audits of the consolidated financial statements, we also have audited financial statement schedules III, properties and accumulated depreciation. These consolidated financial statements and financial statement schedule III are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule III based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Digital Realty Trust, Inc. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three‑year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule III, properties and accumulated depreciation, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), Digital Realty Trust, Inc.’s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), and our report dated February 29, 2016 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting.                
 
 
/s/    KPMG LLP
San Francisco, California
 
 
February 29, 2016
 
 


93

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Index to Financial Statements

Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Digital Realty Trust, Inc.:

We have audited Digital Realty Trust, Inc.’s (the Company) internal control over financial reporting as of December 31, 2015, based on Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, Digital Realty Trust, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Digital Realty Trust, Inc. acquired Telx Holdings, Inc. (Telx) during the year ended December 31, 2015, and management excluded from its assessment of the effectiveness of Digital Realty Trust, Inc.’s internal control over financial reporting as of December 31, 2015, Telx’s internal control over financial reporting associated with total assets of $1.9 billion and total revenues of $81 million included in the consolidated financial statements of Digital Realty Trust Inc. and subsidiaries as of and for the year ended December 31, 2015. Our audit of internal control over financial reporting of Digital Realty Trust, Inc. also excluded an evaluation of the internal control over financial reporting of Telx.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Digital Realty Trust, Inc. and subsidiaries as of December 31, 2015 and 2014, and the related consolidated income statements, statements of comprehensive income, equity, and cash flows for each of the years in the three-year period ended December 31, 2015, and the financial statement schedule III, properties and accumulated depreciation, and our report dated February 29, 2016 expressed an unqualified opinion on those consolidated financial statements and financial statement schedule III.
 
 
/s/    KPMG LLP
San Francisco, California
 
 
February 29, 2016
 
 


94

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Index to Financial Statements

Report of Independent Registered Public Accounting Firm
The Board of Directors of the General Partner and Partners
Digital Realty Trust, L.P.:

We have audited the accompanying consolidated balance sheets of Digital Realty Trust, L.P. (the Operating Partnership) and subsidiaries as of December 31, 2015 and 2014, and the related consolidated income statements, statements of comprehensive income, capital, and cash flows for each of the years in the three‑year period ended December 31, 2015. In connection with our audits of the consolidated financial statements, we also have audited financial statement schedules III, properties and accumulated depreciation. These consolidated financial statements and financial statement schedule III are the responsibility of the Operating Partnership’s management. Our responsibility is to express an opinion on these consolidated financial statements and financial statement schedule III based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Digital Realty Trust, L.P. and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the years in the three‑year period ended December 31, 2015, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the related financial statement schedule III, properties and accumulated depreciation, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.
 
 
/s/    KPMG LLP
San Francisco, California
 
 
February 29, 2016
 
 


95

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Index to Financial Statements

DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
 
December 31, 2015
 
December 31, 2014
ASSETS
 
 
 
Investments in real estate:
 
 
 
Properties:
 
 
 
Land
$
689,573

 
$
671,602

Acquired ground leases
12,639

 
12,196

Buildings and improvements
9,676,427

 
8,823,814

Tenant improvements
536,734

 
475,000

Total investments in properties
10,915,373

 
9,982,612

Accumulated depreciation and amortization
(2,251,268
)
 
(1,874,054
)
Net investments in properties
8,664,105

 
8,108,558

Investment in unconsolidated joint ventures
106,107

 
94,729

Net investments in real estate
8,770,212

 
8,203,287

Cash and cash equivalents
57,053

 
34,814

Accounts and other receivables, net of allowance for doubtful accounts of $5,844 and $6,302
   as of December 31, 2015 and December 31, 2014, respectively
177,398

 
135,931

Deferred rent
403,327

 
447,643

Acquired above market leases, net of accumulated amortization of $89,613 and $88,072
as of December 31, 2015 and December 31, 2014, respectively
32,698

 
38,605

Goodwill
330,664

 

Acquired in-place lease value, deferred leasing costs and intangibles,
net of accumulated amortization of $621,132 and $579,637
as of December 31, 2015 and December 31, 2014, respectively
1,391,659

 
456,962

Deferred financing costs, net of accumulated amortization of $66,116 and $61,634
as of December 31, 2015 and December 31, 2014, respectively
35,204

 
30,821

Restricted cash
18,009

 
18,062

Assets held for sale
180,139

 
120,471

Other assets
54,904

 
40,188

Total assets
$
11,451,267

 
$
9,526,784

LIABILITIES AND EQUITY
 
 
 
Global revolving credit facility
$
967,884

 
$
525,951

Unsecured term loan
924,568

 
976,600

Unsecured senior notes, net of discount
3,738,606

 
2,791,758

Mortgage loans, including premiums
303,183

 
378,818

Accounts payable and other accrued liabilities
608,343

 
605,923

Accrued dividends and distributions
126,925

 
115,019

Acquired below-market leases, net of accumulated amortization of $193,677 and $178,435
as of December 31, 2015 and December 31, 2014, respectively
101,114

 
104,235

Security deposits and prepaid rents
138,347

 
108,478

Obligations associated with assets held for sale
5,795

 
5,764

Total liabilities
6,914,765

 
5,612,546



96

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Index to Financial Statements



DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(in thousands, except share and per share data)
 
 
December 31,
2015
 
December 31,
2014
Commitments and contingencies

 

Stockholders’ Equity:
 
 
 
Preferred Stock: $0.01 par value per share, 70,000,000 shares authorized:
 
 
 
Series E Cumulative Redeemable Preferred Stock, 7.000%, $287,500 and $287,500
liquidation preference, respectively ($25.00 per share), 11,500,000 and 11,500,000 shares
issued and outstanding as of December 31, 2015 and December 31, 2014, respectively
277,172

 
277,172

Series F Cumulative Redeemable Preferred Stock, 6.625%, $182,500 and $182,500
liquidation preference, respectively ($25.00 per share), 7,300,000 and 7,300,000 shares
issued and outstanding as of December 31, 2015 and December 31, 2014, respectively
176,191

 
176,191

Series G Cumulative Redeemable Preferred Stock, 5.875%, $250,000 and $250,000
liquidation preference, respectively ($25.00 per share), 10,000,000 and 10,000,000 shares
issued and outstanding as of December 31, 2015 and December 31, 2014, respectively
241,468

 
241,468

Series H Cumulative Redeemable Preferred Stock, 7.375%, $365,000 and $365,000
liquidation preference, respectively ($25.00 per share), 14,600,000 and 14,600,000 shares
issued and outstanding as of December 31, 2015 and December 31, 2014, respectively
353,290

 
353,290

Series I Cumulative Redeemable Preferred Stock, 6.350%, $250,000 and $0
liquidation preference, respectively ($25.00 per share), 10,000,000 and 0 shares
issued and outstanding as of December 31, 2015 and December 31, 2014, respectively
242,014

 

Common Stock: $0.01 par value, 215,000,000 shares authorized, 146,384,247 and
   135,626,255 shares issued and outstanding as of December 31, 2015 and
   December 31, 2014, respectively
1,456

 
1,349

Additional paid-in capital
4,655,220

 
3,970,439

Accumulated dividends in excess of earnings
(1,350,089
)
 
(1,096,607
)
Accumulated other comprehensive loss, net
(96,590
)
 
(45,046
)
Total stockholders’ equity
4,500,132

 
3,878,256

Noncontrolling Interests:
 
 
 
Noncontrolling interests in operating partnership
29,612

 
29,191

Noncontrolling interests in consolidated joint ventures
6,758

 
6,791

Total noncontrolling interests
36,370

 
35,982

Total equity
4,536,502

 
3,914,238

Total liabilities and equity
$
11,451,267

 
$
9,526,784


See accompanying notes to the consolidated financial statements.



97

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Index to Financial Statements

DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(in thousands, except share and per share data)
 
 
Year Ended December 31,
 
2015
 
2014
 
2013
Operating Revenues:
 
 
 
 
 
Rental
$
1,354,986

 
$
1,256,086

 
$
1,155,051

Tenant reimbursements
359,875

 
350,234

 
323,286

Interconnection and other
40,759

 

 

Fee income
6,638

 
7,268

 
3,520

Other
1,078

 
2,850

 
402

Total operating revenues
1,763,336

 
1,616,438

 
1,482,259

Operating Expenses:
 
 
 
 
 
Rental property operating and maintenance
549,885

 
503,140

 
456,596

Property taxes
92,588

 
91,538

 
90,321

Insurance
8,809

 
8,643

 
8,743

Change in fair value of contingent consideration
(44,276
)
 
(8,093
)
 
(1,762
)
Depreciation and amortization
570,527

 
538,513

 
475,464

General and administrative
105,549

 
93,188

 
65,653

Transaction expenses
17,400

 
1,303

 
4,605

Impairment of investments in real estate

 
126,470

 

Other
60,943

 
3,070

 
827

Total operating expenses
1,361,425

 
1,357,772

 
1,100,447

Operating income
401,911

 
258,666

 
381,812

Other Income (Expenses):
 
 
 
 
 
Equity in earnings of unconsolidated joint ventures
15,491

 
13,289

 
9,796

Gain on insurance settlement

 

 
5,597

Gain on sale of property
94,604

 
15,945

 

Gain on contribution of properties to unconsolidated joint ventures

 
95,404

 
115,609

Gain on sale of equity investment

 
14,551

 

Interest and other income
(2,381
)
 
2,663

 
139

Interest expense
(201,435
)
 
(191,085
)
 
(189,399
)
Tax expense
(6,451
)
 
(5,238
)
 
(1,292
)
Loss from early extinguishment of debt
(148
)
 
(780
)
 
(1,813
)
Net income
301,591

 
203,415

 
320,449

Net income attributable to noncontrolling interests
(4,902
)
 
(3,232
)
 
(5,961
)
Net income attributable to Digital Realty Trust, Inc.
296,689

 
200,183

 
314,488

Preferred stock dividends
(79,423
)
 
(67,465
)
 
(42,905
)
Net income available to common stockholders
$
217,266

 
$
132,718

 
$
271,583

Net income per share available to common stockholders:
 
 
 
 
 
Basic
$
1.57

 
$
1.00

 
$
2.12

Diluted
$
1.56

 
$
0.99

 
$
2.12

Weighted average common shares outstanding:
 
 
 
 
 
Basic
138,247,606

 
133,369,047

 
127,941,134

Diluted
138,865,421

 
133,637,235

 
128,127,641

See accompanying notes to the consolidated financial statements.

98

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Index to Financial Statements

DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
 
Year Ended December 31,
 
2015
 
2014
 
2013
Net income
$
301,591

 
$
203,415

 
$
320,449

Other comprehensive income (loss):
 
 
 
 
 
Foreign currency translation adjustments
(51,745
)
 
(52,373
)
 
14,636

Increase (decrease) in fair value of interest rate swaps
(3,407
)
 
(7,936
)
 
2,473

Reclassification to interest expense from interest rate swaps
2,621

 
3,419

 
6,258

Comprehensive income
249,060

 
146,525

 
343,816

Comprehensive income attributable to noncontrolling interests
(3,915
)
 
(2,079
)
 
(6,446
)
Comprehensive income attributable to Digital Realty Trust, Inc.
$
245,145

 
$
144,446

 
$
337,370


See accompanying notes to the consolidated financial statements.

99

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Index to Financial Statements

DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY
(in thousands, except share data)
 
Preferred
Stock
 
Number of
Common
Shares
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Dividends in
Excess of
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss),
net
 
Total
Stockholders’
Equity
 
Noncontrolling
Interests in
Operating
Partnership
 
Noncontrolling
Interests in
Consolidated
Joint Ventures
 
Total
Noncontrolling
Interests
 
Total
Equity
Balance as of December 31,
2012
$
572,711

 
125,140,783

 
$
1,247

 
$
3,562,642

 
$
(656,104
)
 
$
(12,191
)
 
$
3,468,305

 
$
24,135

 
$
5,944

 
$
30,079

 
$
3,498,384

Conversion of common units to
common stock

 
57,138

 
1

 
630

 

 

 
631

 
(631
)
 

 
(631
)
 

Issuance of restricted stock, net
of forfeitures

 
112,245

 

 

 

 

 

 

 

 

 

Net proceeds from sale of
common stock

 

 

 
(504
)
 

 

 
(504
)
 

 

 

 
(504
)
Exercise of stock options

 
5,569

 

 
230

 

 

 
230

 

 

 

 
230

Issuance of preferred stock,
net of offering costs
241,468

 

 

 

 

 

 
241,468

 

 

 

 
241,468

Conversion of preferred stock
(119,348
)
 
3,139,615

 
31

 
119,317

 

 

 

 

 

 

 

Amortization of unearned compensation
on share-based awards

 

 

 
15,621

 

 

 
15,621

 

 

 

 
15,621

Reclassification of vested
share-based awards

 

 

 
(8,999
)
 

 

 
(8,999
)
 
8,999

 

 
8,999

 

Dividends declared on preferred
stock

 

 

 

 
(42,905
)
 

 
(42,905
)
 

 

 

 
(42,905
)
Dividends and distributions on common stock
and common and incentive units

 

 

 

 
(400,701
)
 

 
(400,701
)
 
(9,327
)
 

 
(9,327
)
 
(410,028
)
Contributions from noncontrolling
interests in consolidated joint
ventures

 

 

 

 

 

 

 

 
430

 
430

 
430

Net income

 

 

 

 
314,488

 

 
314,488

 
5,366

 
595

 
5,961

 
320,449

Other comprehensive income—
foreign currency
translation adjustments

 

 

 

 

 
14,321

 
14,321

 
315

 

 
315

 
14,636

Other comprehensive income—
fair value of interest rate swaps

 

 

 

 

 
2,423

 
2,423

 
50

 

 
50

 
2,473

Other comprehensive income—
reclassification of accumulated
other comprehensive loss to
interest expense

 

 

 

 

 
6,138

 
6,138

 
120

 

 
120

 
6,258

Balance as of December 31,
2013
$
694,831

 
128,455,350

 
$
1,279

 
$
3,688,937

 
$
(785,222
)
 
$
10,691

 
$
3,610,516

 
$
29,027

 
$
6,969

 
$
35,996

 
$
3,646,512


100

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Index to Financial Statements

DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY (continued)
(in thousands, except share data)
 
Preferred
Stock
 
Number of
Common
Shares
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Dividends in
Excess of
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss),
net
 
Total
Stockholders’
Equity
 
Noncontrolling
Interests in
Operating
Partnership
 
Noncontrolling
Interests in
Consolidated
Joint Ventures
 
Total
Noncontrolling
Interests
 
Total
Equity
Balance as of December 31,
2013
$
694,831

 
128,455,350

 
$
1,279

 
$
3,688,937

 
$
(785,222
)
 
$
10,691

 
$
3,610,516

 
$
29,027

 
$
6,969

 
$
35,996

 
$
3,646,512

Conversion of common units to common stock

 
134,073

 
1

 
1,654

 

 

 
1,655

 
(1,655
)
 

 
(1,655
)
 

Issuance of unvested restricted stock, net of forfeitures

 
124,163

 

 

 

 

 

 

 

 

 

Common stock offering costs

 

 

 
(625
)
 

 

 
(625
)
 

 

 

 
(625
)
Exercise of stock options

 
42,757

 

 
711

 

 

 
711

 

 

 

 
711

Issuance of common stock in exchange for cash and debentures

 
6,869,912

 
69

 
266,331

 

 

 
266,400

 

 

 

 
266,400

Issuance of preferred stock, net of
   offering costs
353,290

 

 

 

 

 

 
353,290

 

 

 

 
353,290

Amortization of unearned compensation
on share-based awards

 

 

 
23,737

 

 

 
23,737

 

 

 

 
23,737

Reclassification of vested
share-based awards

 

 

 
(10,306
)
 

 

 
(10,306
)
 
10,306

 

 
10,306

 

Dividends declared on preferred
stock

 

 

 

 
(67,465
)
 

 
(67,465
)
 

 

 

 
(67,465
)
Dividends and distributions on
common stock and common
and incentive units

 

 

 

 
(444,103
)
 

 
(444,103
)
 
(10,101
)
 

 
(10,101
)
 
(454,204
)
Distributions to noncontrolling
interests in consolidated joint
ventures, net of contributions

 

 

 

 

 

 

 

 
(643
)
 
(643
)
 
(643
)
Net income

 

 

 

 
200,183

 

 
200,183

 
2,767

 
465

 
3,232

 
203,415

Other comprehensive income—
foreign currency
translation adjustments

 

 

 

 

 
(51,312
)
 
(51,312
)
 
(1,061
)
 

 
(1,061
)
 
(52,373
)
Other comprehensive income—
fair value of interest rate swaps

 

 

 

 

 
(7,775
)
 
(7,775
)
 
(161
)
 

 
(161
)
 
(7,936
)
Other comprehensive income—
reclassification of accumulated
other comprehensive loss to
interest expense

 

 

 

 

 
3,350

 
3,350

 
69

 

 
69

 
3,419

Balance as of December 31,
2014
$
1,048,121

 
135,626,255

 
$
1,349

 
$
3,970,439

 
$
(1,096,607
)
 
$
(45,046
)
 
$
3,878,256

 
$
29,191

 
$
6,791

 
$
35,982

 
$
3,914,238



101

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Index to Financial Statements

DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EQUITY (continued)
(in thousands, except share data)
 
Preferred
Stock
 
Number of
Common
Shares
 
Common
Stock
 
Additional
Paid-in
Capital
 
Accumulated
Dividends in
Excess of
Earnings
 
Accumulated
Other
Comprehensive
Income (Loss),
net
 
Total
Stockholders’
Equity
 
Noncontrolling
Interests in
Operating
Partnership
 
Noncontrolling
Interests in
Consolidated
Joint Ventures
 
Total
Noncontrolling
Interests
 
Total
Equity
Balance as of December 31,
2014
$
1,048,121

 
135,626,255

 
$
1,349

 
$
3,970,439

 
$
(1,096,607
)
 
$
(45,046
)
 
$
3,878,256

 
$
29,191

 
$
6,791

 
$
35,982

 
$
3,914,238

Conversion of common units to common stock

 
156,008

 
2

 
1,841

 

 

 
1,843

 
(1,843
)
 

 
(1,843
)
 

Issuance of unvested restricted stock, net of forfeitures

 
72,673

 

 

 

 

 

 

 

 

 

Common stock offering costs

 

 

 
799

 

 

 
799

 

 

 

 
799

Exercise of stock options

 
29,311

 

 
896

 

 

 
896

 

 

 

 
896

Issuance of common stock in exchange for cash

 
10,500,000

 
105

 
675,472

 

 

 
675,577

 

 

 

 
675,577

Issuance of preferred stock, net of offering costs
242,014

 

 

 

 

 

 
242,014

 

 

 

 
242,014

Amortization of unearned compensation on share-based awards

 

 

 
14,375

 

 

 
14,375

 

 

 

 
14,375

Reclassification of vested share-based awards

 

 

 
(8,602
)
 

 

 
(8,602
)
 
8,602

 

 
8,602

 

Dividends declared on preferred stock

 

 

 

 
(79,423
)
 

 
(79,423
)
 

 

 

 
(79,423
)
Dividends and distributions on common stock and common and incentive units

 

 

 

 
(470,748
)
 

 
(470,748
)
 
(9,793
)
 

 
(9,793
)
 
(480,541
)
Distributions to noncontrolling interests in consolidated joint ventures, net of contributions

 

 

 

 

 

 

 

 
(493
)
 
(493
)
 
(493
)
Net income

 

 

 

 
296,689

 

 
296,689

 
4,442

 
460

 
4,902

 
301,591

Other comprehensive income—
foreign currency
translation adjustments

 

 

 

 

 
(50,775
)
 
(50,775
)
 
(970
)
 

 
(970
)
 
(51,745
)
Other comprehensive income—
fair value of interest rate swaps

 

 

 

 

 
(3,338
)
 
(3,338
)
 
(69
)
 

 
(69
)
 
(3,407
)
Other comprehensive income—
reclassification of accumulated
other comprehensive loss to
interest expense

 

 

 

 

 
2,569

 
2,569

 
52

 

 
52

 
2,621

Balance as of December 31,
2015
$
1,290,135

 
146,384,247

 
$
1,456

 
$
4,655,220

 
$
(1,350,089
)
 
$
(96,590
)
 
$
4,500,132

 
$
29,612

 
$
6,758

 
$
36,370

 
$
4,536,502

See accompanying notes to the consolidated financial statements.

102

Table of Contents

Index to Financial Statements

DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 
Year Ended December 31,
 
2015
 
2014
 
2013
Cash flows from operating activities:
 
 
 
 
 
Net income
$
301,591

 
$
203,415

 
$
320,449

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Gain on sale of property
(94,604
)
 
(15,945
)
 

Gain on insurance settlement

 

 
(5,597
)
Gain on contribution of investment properties to unconsolidated joint venture

 
(95,404
)
 
(115,609
)
Gain on sale of investment

 
(14,551
)
 

Impairment of investments in real estate

 
126,470

 

Equity in earnings of unconsolidated joint ventures
(15,491
)
 
(13,289
)
 
(9,796
)
Change in fair value of accrued contingent consideration
(44,276
)
 
(8,093
)
 
(1,762
)
Distributions from unconsolidated joint ventures
14,947

 
9,684

 
30,358

Write-off of net assets due to early lease terminations
75,263

 
2,692

 
60

Gain on settlement of pre-existing relationships with Telx
(14,355
)
 

 

Depreciation and amortization of buildings and improvements, tenant improvements and acquired ground leases
464,694

 
456,204

 
397,592

Amortization of share-based unearned compensation
6,360

 
18,019

 
11,527

Allowance for (recovery of) doubtful accounts
(458
)
 
726

 
1,967

Amortization of deferred financing costs
8,481

 
8,969

 
10,658

Write-off of deferred financing costs, included in loss on early extinguishment of debt
148

 
780

 
1,813

Amortization of debt discount/premium
2,032

 
1,837

 
875

Amortization of acquired in place lease value and deferred leasing costs
105,833

 
82,310

 
77,872

Amortization of acquired above market leases and acquired below market leases
(9,336
)
 
(9,983
)
 
(11,719
)
Changes in assets and liabilities, net of impact of acquisition of Telx Holdings, Inc.
 
 
 
 
 
Restricted cash
2,392

 
13,523

 
4,850

Accounts and other receivables
(10,127
)
 
(11,426
)
 
(527
)
Deferred rent
(48,404
)
 
(77,483
)
 
(83,541
)
Deferred leasing costs
(11,688
)
 
(32,068
)
 
(16,409
)
Other assets
(2,928
)
 
(11,675
)
 
(3,530
)
Accounts payable and other accrued liabilities
36,113

 
24,775

 
34,127

Security deposits and prepaid rents
33,045

 
(3,599
)
 
12,732

Net cash provided by operating activities
799,232

 
655,888

 
656,390

Cash flows from investing activities:
 
 
 
 
 
Telx Acquisition, net of cash acquired
(1,850,061
)
 

 

Acquisitions of real estate
(99,247
)
 
(24,305
)
 
(170,322
)
Proceeds from sale of assets, net of sales costs
185,565

 
37,945

 
11,015

Proceeds from contribution of investment properties to unconsolidated joint venture

 
178,933

 
328,569

Proceeds from sale of investment

 
31,635

 

Investment in unconsolidated joint ventures
(10,797
)
 
(20,627
)
 
(24,452
)
Investment in equity securities

 

 
(17,100
)
Deposits paid for acquisitions of real estate

 

 

Receipt of value added tax refund
17,570

 
18,992

 
11,277

Refundable value added tax paid
(30,322
)
 
(29,585
)
 
(15,785
)
Change in restricted cash
1,479

 
14,899

 
(1,507
)


103

Table of Contents

Index to Financial Statements



DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)
 
Year Ended December 31,
 
2015
 
2014
 
2013
Improvements to and advances for investments in real estate
(737,180
)
 
(852,386
)
 
(1,189,510
)
Improvement advances to tenants
(40,553
)
 
(20,059
)
 
(7,270
)
Collection of advances from tenants for improvements
37,524

 
20,378

 
5,851

Proceeds from insurance settlement

 

 
8,625

Net cash used in investing activities
(2,526,022
)
 
(644,180
)
 
(1,060,609
)
Cash flows from financing activities:
 
 
 
 
 
Borrowings on revolving credit facility
$
2,436,032

 
$
1,124,608

 
$
1,806,832

Repayments on revolving credit facility
(1,958,025
)
 
(1,297,785
)
 
(1,781,435
)
Borrowings on unsecured term loan

 

 
264,690

Principal payments on unsecured notes
(374,927
)
 

 
(33,000
)
Borrowings on unsecured senior notes
1,445,127

 
495,872

 
630,026

Repayments on other secured loans
(67,000
)
 

 

Principal payments on mortgage loans
(75,492
)
 
(177,882
)
 
(236,619
)
Earnout payments related to acquisitions
(12,985
)
 
(11,011
)
 
(25,783
)
Change in restricted cash
(1,502
)
 
510

 
(2,274
)
Payment of loan fees and costs
(13,488
)
 
(4,860
)
 
(18,371
)
Capital (distributions to) contributions received from noncontrolling interests in consolidated joint ventures
(493
)
 
(643
)
 
430

Gross proceeds from the issuance of common stock
675,577

 

 

Gross proceeds from the issuance of preferred stock
250,000

 
365,000

 
250,000

Common stock offering costs paid
799

 
(625
)
 
(504
)
Preferred stock offering costs paid
(7,432
)
 
(11,710
)
 
(8,532
)
Proceeds from exercise of stock options
896

 
711

 
230

Payment of dividends to preferred stockholders
(79,423
)
 
(67,465
)
 
(42,905
)
Payment of dividends to common stockholders and distributions to noncontrolling interests in operating partnership
(468,635
)
 
(441,694
)
 
(400,953
)
Net cash provided by (used in) financing activities
1,749,029

 
(26,974
)
 
401,832

Net increase (decrease) in cash and cash equivalents
22,239

 
(15,266
)
 
(2,387
)
Cash and cash equivalents at beginning of period
34,814

 
50,080

 
52,467

Cash and cash equivalents at end of period
$
57,053

 
$
34,814

 
$
50,080


104

Table of Contents

Index to Financial Statements

DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)
 
Year Ended December 31,
 
2015
 
2014
 
2013
Supplemental disclosure of cash flow information:
 
 
 
 
 
Cash paid for interest, including amounts capitalized
$
192,992

 
$
200,829

 
$
192,754

Cash paid for income taxes
3,122

 
3,099

 
2,461

Supplementary disclosure of noncash investing and financing activities:
 
 
 
 
 
Change in net assets related to foreign currency translation adjustments
$
(51,745
)
 
$
(52,373
)
 
$
14,636

Accrual of dividends and distributions
126,925

 
115,019

 
102,509

(Decrease) increase in accounts payable and other accrued liabilities related to change in fair value of interest rate swaps
(3,407
)
 
(7,936
)
 
2,473

Acquisition measurement period adjustment included in accounts payable and other accrued liabilities

 

 
22,393

Noncontrolling interests in operating partnership redeemed for or converted to shares of common stock
1,843

 
1,655

 
631

Preferred stock converted to shares of common stock

 

 
119,348

Accrual for additions to investments in real estate and tenant improvement advances included in accounts payable and accrued expenses
109,394

 
153,080

 
216,520

Additional accrual of contingent purchase price for investments in real estate

 

 
6,356

Accrual for potential earnout contingency
19,364

 
12,338

 

Issuance of common units associated with exchange of exchangeable senior debentures

 
261,166

 

Assumption of capital lease obligations upon acquisition of Telx
63,962

 

 

Allocation of purchase price of real estate/investment in partnership to:
 
 
 
 
 
Investments in real estate
$
99,247

 
$
24,305

 
$
183,119

Acquired above market leases

 

 
203

Acquired below market leases

 

 
(5,781
)
Acquired in place lease value and deferred leasing costs

 

 
20,811

Mortgage loan assumed, net of premium

 

 
(28,030
)
Cash paid for acquisition of real estate
$
99,247

 
$
24,305

 
$
170,322


See accompanying notes to the consolidated financial statements.

105

Table of Contents

Index to Financial Statements

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit and per unit data)
 
 
December 31, 2015
 
December 31, 2014
ASSETS
 
 
 
Investments in real estate:
 
 
 
Properties:
 
 
 
Land
$
689,573

 
$
671,602

Acquired ground leases
12,639

 
12,196

Buildings and improvements
9,676,427

 
8,823,814

Tenant improvements
536,734

 
475,000

Total investments in properties
10,915,373

 
9,982,612

Accumulated depreciation and amortization
(2,251,268
)
 
(1,874,054
)
Net investments in properties
8,664,105

 
8,108,558

Investment in unconsolidated joint ventures
106,107

 
94,729

Net investments in real estate
8,770,212

 
8,203,287

Cash and cash equivalents
57,053

 
34,814

Accounts and other receivables, net of allowance for doubtful accounts of $5,844 and $6,302
   as of December 31, 2015 and December 31, 2014, respectively
177,398

 
135,931

Deferred rent
403,327

 
447,643

Acquired above market leases, net of accumulated amortization of $89,613 and $88,072
as of December 31, 2015 and December 31, 2014, respectively
32,698

 
38,605

Goodwill
330,664

 

Acquired in-place lease value, deferred leasing costs and intangibles, net of
accumulated amortization of $621,132 and $579,637
1,391,659

 
456,962

Deferred financing costs, net of accumulated amortization of $66,116 and $61,634
as of December 31, 2015 and December 31, 2014, respectively
35,204

 
30,821

Restricted cash
18,009

 
18,062

Assets held for sale
180,139

 
120,471

Other assets
54,904

 
40,188

Total assets
$
11,451,267

 
$
9,526,784

LIABILITIES AND CAPITAL
 
 
 
Global revolving credit facility
$
967,884

 
$
525,951

Unsecured term loan
924,568

 
976,600

Unsecured senior notes, net of discount
3,738,606

 
2,791,758

Mortgage loans, including premiums
303,183

 
378,818

Accounts payable and other accrued liabilities
609,708

 
605,923

Accrued dividends and distributions
126,925

 
115,019

Acquired below-market leases, net of accumulated amortization of $193,677 and $178,435
as of December 31, 2015 and December 31, 2014, respectively
101,114

 
104,235

Security deposits and prepaid rents
138,347

 
108,478

Obligations associated with assets held for sale
5,795

 
5,764

Total liabilities
6,916,130

 
5,612,546


106

Table of Contents

Index to Financial Statements

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (continued)
(in thousands, except unit and per unit data)
 
December 31, 2015
 
December 31, 2014
Commitments and contingencies

 

Capital:
 
 
 
Partners’ capital:
 
 
 
General Partner:
 
 
 
Series E Cumulative Redeemable Preferred Units, 7.000%, $287,500 and $287,500 liquidation preference, respectively ($25.00 per unit), 11,500,000 and 11,500,000 units issued and outstanding as of December 31, 2015 and December 31, 2014, respectively
277,172

 
277,172

Series F Cumulative Redeemable Preferred Units, 6.625%, $182,500 and $182,500 liquidation preference, respectively ($25.00 per unit), 7,300,000 and 7,300,000 units issued and outstanding as of December 31, 2015 and December 31, 2014, respectively
176,191

 
176,191

Series G Cumulative Redeemable Preferred Units, 5.875%, $250,000 and $250,000 liquidation preference, respectively ($25.00 per unit), 10,000,000 and 10,000,000 units issued and outstanding as of December 31, 2015 and December 31, 2014, respectively
241,468

 
241,468

Series H Cumulative Redeemable Preferred Units, 7.375%, $365,000 and $365,000 liquidation preference, respectively ($25.00 per unit), 14,600,000 and 14,600,000 units issued and outstanding as of December 31, 2015 and December 31, 2014, respectively
353,290

 
353,290

Series I Cumulative Redeemable Preferred Units, 6.350%, $250,000 and $0 liquidation preference, respectively ($25.00 per unit), 10,000,000 and 0 units issued and outstanding as of December 31, 2015 and December 31, 2014, respectively
242,014

 

Common units:
 
 
 
146,384,247 and 135,626,255 units issued and outstanding as of December 31, 2015 and December 31, 2014, respectively
3,305,222

 
2,875,181

Limited partners, 1,421,314 and 1,463,814 common units, 1,032,775 and 1,170,610 profits interest units and 379,237 and 379,237
class C units outstanding as of December 31, 2015 and December 31, 2014, respectively
33,986

 
32,578

Accumulated other comprehensive (loss) income
(100,964
)
 
(48,433
)
Total partners’ capital
4,528,379

 
3,907,447

Noncontrolling interests in consolidated joint ventures
6,758

 
6,791

Total capital
4,535,137

 
3,914,238

Total liabilities and capital
$
11,451,267

 
$
9,526,784


See accompanying notes to the consolidated financial statements.

107

Table of Contents

Index to Financial Statements

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONSOLIDATED INCOME STATEMENTS
(in thousands, except unit and per unit data)
 
Year Ended December 31,
 
2015
 
2014
 
2013
Operating Revenues:
 
 
 
 
 
Rental
$
1,354,986

 
$
1,256,086

 
$
1,155,051

Tenant reimbursements
359,875

 
350,234

 
323,286

Interconnection and other
40,759

 

 

Fee income
6,638

 
7,268

 
3,520

Other
1,078

 
2,850

 
402

Total operating revenues
1,763,336

 
1,616,438

 
1,482,259

Operating Expenses:
 
 
 
 
 
Rental property operating and maintenance
549,885

 
503,140

 
456,596

Property taxes
92,588

 
91,538

 
90,321

Insurance
8,809

 
8,643

 
8,743

Change in fair value of contingent consideration
(44,276
)
 
(8,093
)
 
(1,762
)
Depreciation and amortization
570,527

 
538,513

 
475,464

General and administrative
105,549

 
93,188

 
65,653

Transaction expenses
17,400

 
1,303

 
4,605

Impairment of investments in real estate

 
126,470

 

Other
60,943

 
3,070

 
827

Total operating expenses
1,361,425

 
1,357,772

 
1,100,447

Operating income
401,911

 
258,666

 
381,812

Other Income (Expenses):
 
 
 
 
 
Equity in earnings of unconsolidated joint ventures
15,491

 
13,289

 
9,796

Gain on insurance settlement

 

 
5,597

Gain on sale of property
94,604

 
15,945

 

Gain on contribution of properties to unconsolidated joint ventures

 
95,404

 
115,609

Gain on sale of equity investment

 
14,551

 

Interest and other income
(2,381
)
 
2,663

 
139

Interest expense
(202,800
)
 
(191,085
)
 
(189,399
)
Tax expense
(6,451
)
 
(5,238
)
 
(1,292
)
Loss from early extinguishment of debt
(148
)
 
(780
)
 
(1,813
)
Net income
300,226

 
203,415

 
320,449

Net loss attributable to noncontrolling interests in consolidated joint ventures
(460
)
 
(465
)
 
(595
)
Net income attributable to Digital Realty Trust, L.P.
299,766

 
202,950

 
319,854

Preferred units distributions
(79,423
)
 
(67,465
)
 
(42,905
)
Net income available to common unitholders
$
220,343

 
$
135,485

 
$
276,949

Net income per unit available to common unitholders:
 
 
 
 
 
Basic
$
1.56

 
$
1.00

 
$
2.12

Diluted
$
1.55

 
$
0.99

 
$
2.12

Weighted average common units outstanding:
 
 
 
 
 
Basic
140,905,897

 
136,122,661

 
130,462,534

Diluted
141,523,712

 
136,390,849

 
130,649,041

See accompanying notes to the consolidated financial statements.

108

Table of Contents

Index to Financial Statements

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(in thousands)
 
Year Ended December 31,
 
2015
 
2014
 
2013
Net income
$
300,226

 
$
203,415

 
$
320,449

Other comprehensive income (loss):
 
 
 
 
 
Foreign currency translation adjustments
(51,745
)
 
(52,373
)
 
14,636

Increase (decrease) in fair value of interest rate swaps
(3,407
)
 
(7,936
)
 
2,473

Reclassification to interest expense from interest rate swaps
2,621

 
3,419

 
6,258

Comprehensive income
$
247,695

 
$
146,525

 
$
343,816


See accompanying notes to the consolidated financial statements.

109

Table of Contents

Index to Financial Statements

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CAPITAL
(in thousands, except unit data)
 
General Partner
 
Limited Partners
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Noncontrolling
Interests in
Consolidated Joint
Ventures
 
Total Capital
 
Preferred Units
 
Common Units
 
Common Units
 
 
Units
 
Amount
 
Units
 
Amount
 
Units
 
Amount
 
Balance as of December 31, 2012
23,736,505

 
$
572,711

 
125,140,783

 
$
2,907,785

 
2,851,400

 
$
26,854

 
$
(14,910
)
 
$
5,944

 
$
3,498,384

Conversion of limited partner common units to general partner common units

 

 
57,138

 
631

 
(57,138
)
 
(631
)
 

 

 

Issuance of restricted common units, net of forfeitures

 

 
112,245

 

 

 

 

 

 

Net proceeds from issuance of common units

 

 

 
(504
)
 

 

 

 

 
(504
)
Issuance of common units in connection with the exercise of stock options

 

 
5,569

 
230

 

 

 

 

 
230

Issuance of common units, net of forfeitures

 

 

 

 
172,759

 

 

 

 

Net proceeds from issuance of preferred units
10,000,000

 
241,468

 

 

 

 

 

 

 
241,468

Conversion of preferred units
(4,936,505
)
 
(119,348
)
 
3,139,615

 
119,348

 

 

 

 

 

Amortization of unearned compensation on share based awards

 

 

 
15,621

 

 

 

 

 
15,621

Reclassification of vested share based awards

 

 

 
(8,999
)
 

 
8,999

 

 

 

Distributions

 
(42,905
)
 

 
(400,701
)
 

 
(9,327
)
 

 

 
(452,933
)
Contributions from noncontrolling interests in consolidated joint ventures

 

 

 

 

 

 

 
430

 
430

Net income

 
42,905

 

 
271,583

 

 
5,366

 

 
595

 
320,449

Other comprehensive loss—foreign currency translation adjustments

 

 

 

 

 

 
14,636

 

 
14,636

Other comprehensive loss—fair value of interest rate swaps

 

 

 

 

 

 
2,473

 

 
2,473

Other comprehensive income—reclassification of accumulated other comprehensive loss to interest expense

 

 

 

 

 

 
6,258

 

 
6,258

Balance as of December 31, 2013
28,800,000

 
$
694,831

 
128,455,350

 
$
2,904,994

 
2,967,021

 
$
31,261

 
$
8,457

 
$
6,969

 
$
3,646,512


110

Table of Contents

Index to Financial Statements

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CAPITAL (continued)
(in thousands, except unit data)
 
General Partner
 
Limited Partners
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Noncontrolling
Interests in
Consolidated Joint
Ventures
 
Total Capital
 
Preferred Units
 
Common Units
 
Common Units
 
 
Units
 
Amount
 
Units
 
Amount
 
Units
 
Amount
 
Balance as of December 31, 2013
28,800,000

 
$
694,831

 
128,455,350

 
$
2,904,994

 
2,967,021

 
$
31,261

 
$
8,457

 
$
6,969

 
$
3,646,512

Conversion of limited partner common
   units to general partner common units

 

 
134,073

 
1,655

 
(134,073
)
 
(1,655
)
 

 

 

Issuance of unvested restricted common units, net
   of forfeitures

 

 
124,163

 

 

 

 

 

 

Common unit offering costs

 

 

 
(625
)
 

 

 

 

 
(625
)
Issuance of common units in connection
   with the exercise of stock options

 

 
42,757

 
711

 

 

 

 

 
711

Issuance of common units, net of forfeitures

 

 

 

 
180,713

 

 

 

 

Issuance of common stock in exchange for cash and debentures

 

 
6,869,912

 
266,400

 

 

 

 

 
266,400

Net proceeds from issuance of 
preferred units
14,600,000

 
353,290

 

 

 

 

 

 

 
353,290

Amortization of unearned compensation on share-based awards

 

 

 
23,737

 

 

 

 

 
23,737

Reclassification of vested share-based awards

 

 

 
(10,306
)
 

 
10,306

 

 

 

Distributions

 
(67,465
)
 

 
(444,103
)
 

 
(10,101
)
 

 

 
(521,669
)
Distributions to noncontrolling interests in
    consolidated joint ventures, net of contributions

 

 

 

 

 

 

 
(643
)
 
(643
)
Net income

 
67,465

 

 
132,718

 

 
2,767

 

 
465

 
203,415

Other comprehensive loss - foreign currency
   translation adjustments

 

 

 

 

 

 
(52,373
)
 

 
(52,373
)
Other comprehensive loss - fair value of
   interest rate swaps

 

 

 

 

 

 
(7,936
)
 

 
(7,936
)
Other comprehensive income - reclassification
   of accumulated other comprehensive loss to
   interest expense

 

 

 

 

 

 
3,419

 

 
3,419

Balance as of December 31, 2014
43,400,000

 
$
1,048,121

 
135,626,255

 
$
2,875,181

 
3,013,661

 
$
32,578

 
$
(48,433
)
 
$
6,791

 
$
3,914,238


111

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Index to Financial Statements

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CAPITAL (continued)
(in thousands, except unit data)
 
General Partner
 
Limited Partners
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Noncontrolling
Interests in
Consolidated Joint
Ventures
 
Total Capital
 
Preferred Units
 
Common Units
 
Common Units
 
 
Units
 
Amount
 
Units
 
Amount
 
Units
 
Amount
 
Balance as of December 31, 2014
43,400,000

 
$
1,048,121

 
135,626,255

 
$
2,875,181

 
3,013,661

 
$
32,578

 
$
(48,433
)
 
$
6,791

 
$
3,914,238

Conversion of limited partner common
   units to general partner common units

 

 
156,008

 
1,843

 
(156,008
)
 
(1,843
)
 

 

 

Issuance of unvested restricted common units, net
   of forfeitures

 

 
72,673

 

 

 

 

 

 

Common unit offering costs

 

 

 
799

 

 

 

 

 
799

Issuance of common units in connection
   with the exercise of stock options

 

 
29,311

 
896

 

 

 

 

 
896

Issuance of common units, net of forfeitures

 

 

 

 
(24,327
)
 

 

 

 

Issuance of common units

 

 
10,500,000

 
675,577

 

 

 

 

 
675,577

Net proceeds from issuance of
   preferred units
10,000,000

 
242,014

 

 

 

 

 

 

 
242,014

Amortization of unearned compensation on share-based awards

 

 

 
14,375

 

 

 

 

 
14,375

Reclassification of vested share-based awards

 

 

 
(8,602
)
 

 
8,602

 

 

 

Distributions

 
(79,423
)
 

 
(470,748
)
 

 
(9,793
)
 

 

 
(559,964
)
Distributions to noncontrolling interests in
    consolidated joint ventures, net of contributions

 

 

 

 

 

 

 
(493
)
 
(493
)
Net income

 
79,423

 

 
215,901

 

 
4,442

 

 
460

 
300,226

Other comprehensive loss - foreign currency
   translation adjustments

 

 

 

 

 

 
(51,745
)
 

 
(51,745
)
Other comprehensive loss - fair value of
   interest rate swaps

 

 

 

 

 

 
(3,407
)
 

 
(3,407
)
Other comprehensive income - reclassification
   of accumulated other comprehensive loss to
   interest expense

 

 

 

 

 

 
2,621

 

 
2,621

Balance as of December 31, 2015
53,400,000

 
$
1,290,135

 
146,384,247

 
$
3,305,222

 
2,833,326

 
$
33,986

 
$
(100,964
)
 
$
6,758

 
$
4,535,137


See accompanying notes to the consolidated financial statements.

112

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Index to Financial Statements

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

 
Year Ended December 31,
 
2015
 
2014
 
2013
Cash flows from operating activities:
 
 
 
 
 
Net income
$
300,226

 
$
203,415

 
$
320,449

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
 
 
Gain on sale of property
(94,604
)
 
(15,945
)
 

Gain on insurance settlement

 

 
(5,597
)
Gain on contribution of investment properties to unconsolidated joint venture

 
(95,404
)
 
(115,609
)
Gain on sale of investment

 
(14,551
)
 

Impairment of investments in real estate

 
126,470

 

Equity in earnings of unconsolidated joint ventures
(15,491
)
 
(13,289
)
 
(9,796
)
Change in fair value of accrued contingent consideration
(44,276
)
 
(8,093
)
 
(1,762
)
Distributions from unconsolidated joint ventures
14,947

 
9,684

 
30,358

Write-off of net assets due to early lease terminations
75,263

 
2,692

 
60

Gain on settlement of pre-existing relationships with Telx
(14,355
)
 

 

Depreciation and amortization of buildings and improvements, tenant improvements and acquired ground leases
464,694

 
456,204

 
397,592

Amortization of share-based unearned compensation
6,360

 
18,019

 
11,527

Allowance for doubtful accounts
(458
)
 
726

 
1,967

Amortization of deferred financing costs
8,481

 
8,969

 
10,658

Write-off of deferred financing costs, included in loss on early extinguishment of debt
148

 
780

 
1,813

Amortization of debt discount/premium
2,032

 
1,837

 
875

Amortization of acquired in place lease value and deferred leasing costs
105,833

 
82,310

 
77,872

Amortization of acquired above market leases and acquired below market leases
(9,336
)
 
(9,983
)
 
(11,719
)
Changes in assets and liabilities, net of impact of acquisition of Telx Holdings, Inc.
 
 
 
 
 
Restricted cash
2,392

 
13,523

 
4,850

Accounts and other receivables
(10,127
)
 
(11,426
)
 
(527
)
Deferred rent
(48,404
)
 
(77,483
)
 
(83,541
)
Deferred leasing costs
(11,688
)
 
(32,068
)
 
(16,409
)
Other assets
(2,928
)
 
(11,675
)
 
(3,530
)
Accounts payable and other accrued liabilities
37,478

 
24,775

 
34,127

Security deposits and prepaid rents
33,045

 
(3,599
)
 
12,732

Net cash provided by operating activities
799,232

 
655,888

 
656,390

Cash flows from investing activities:
 
 
 
 
 
Telx Acquisition, net of cash acquired
(1,850,061
)
 

 

Acquisitions of real estate
(99,247
)
 
(24,305
)
 
(170,322
)
Proceeds from sale of assets, net of sales costs
185,565

 
37,945

 
11,015

Proceeds from contribution of investment properties to unconsolidated joint venture

 
178,933

 
328,569

Proceeds from sale of investment

 
31,635

 

Investment in unconsolidated joint ventures
(10,797
)
 
(20,627
)
 
(24,452
)
Investment in equity securities

 

 
(17,100
)
Receipt of value added tax refund
17,570

 
18,992

 
11,277

Refundable value added tax paid
(30,322
)
 
(29,585
)
 
(15,785
)
Change in restricted cash
1,479

 
14,899

 
(1,507
)
Improvements to and advances for investments in real estate
(737,180
)
 
(852,386
)
 
(1,189,510
)
Improvement advances to tenants
(40,553
)
 
(20,059
)
 
(7,270
)
Collection of advances from tenants for improvements
37,524

 
20,378

 
5,851

Proceeds from insurance settlement

 

 
8,625

Net cash used in investing activities
(2,526,022
)
 
(644,180
)
 
(1,060,609
)

113

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Index to Financial Statements


DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)
 
Year Ended December 31,
 
2015
 
2014
 
2013
Cash flows from financing activities:
 
 
 
 
 
Borrowings on revolving credit facility
$
2,436,032

 
$
1,124,608

 
$
1,806,832

Repayments on revolving credit facility
(1,958,025
)
 
(1,297,785
)
 
(1,781,435
)
Borrowings on unsecured term loan

 

 
264,690

Principal payments on unsecured notes
(374,927
)
 

 
(33,000
)
Borrowings on unsecured senior notes
1,445,127

 
495,872

 
630,026

Repayments on other secured loans
(67,000
)
 

 

Principal payments on mortgage loans
(75,492
)
 
(177,882
)
 
(236,619
)
Earnout payments related to acquisitions
(12,985
)
 
(11,011
)
 
(25,783
)
Change in restricted cash
(1,502
)
 
510

 
(2,274
)
Payment of loan fees and costs
(13,488
)
 
(4,860
)
 
(18,371
)
Capital contributions received from noncontrolling interests in consolidated joint ventures
(493
)
 
(643
)
 
430

General partner contributions
919,840

 
353,376

 
241,194

Payment of distributions to preferred unitholders
(79,423
)
 
(67,465
)
 
(42,905
)
Payment of distributions to common unitholders
(468,635
)
 
(441,694
)
 
(400,953
)
Net cash provided by (used in) financing activities
1,749,029

 
(26,974
)
 
401,832

Net increase (decrease) in cash and cash equivalents
22,239

 
(15,266
)
 
(2,387
)
Cash and cash equivalents at beginning of period
34,814

 
50,080

 
52,467

Cash and cash equivalents at end of period
$
57,053

 
$
34,814

 
$
50,080



114

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Index to Financial Statements

DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
(in thousands)
 
 
Year Ended December 31,
 
2015
 
2014
 
2013
Supplemental disclosure of cash flow information:
 
 
 
 
 
Cash paid for interest, including amounts capitalized
$
192,992

 
$
200,829

 
$
192,754

Cash paid for income taxes
3,122

 
3,099

 
2,461

Supplementary disclosure of noncash investing and financing activities:
 
 
 
 
 
Change in net assets related to foreign currency translation adjustments
(51,745
)
 
(52,373
)
 
14,636

Accrual of distributions
126,925

 
115,019

 
102,509

(Decrease) increase in accounts payable and other accrued liabilities related to change in fair value of interest rate swaps
(3,407
)
 
(7,936
)
 
2,473

Acquisition measurement period adjustment included in accounts payable and other accrued liabilities

 

 
22,393

Preferred units converted to common units

 

 
119,348

Accrual for additions to investments in real estate and tenant improvement advances included in accounts payable and accrued expenses
109,394

 
153,080

 
216,520

Additional accrual of contingent purchase price for investments in real estate

 

 
6,356

Accrual for potential earnout contingency
19,364

 
12,338

 

Issuance of common units associated with exchange of exchangeable senior debentures

 
261,166

 

Assumption of capital lease obligations upon acquisition of Telx
63,962

 

 

Allocation of purchase price of real estate/investment in partnership to:
 
 
 
 
 
Investments in real estate
$
99,247

 
$
24,305

 
$
183,119

Acquired above market leases

 

 
203

Acquired below market leases

 

 
(5,781
)
Acquired in place lease value and deferred leasing costs

 

 
20,811

Mortgage loan assumed, net of premium

 

 
(28,030
)
Cash paid for acquisition of real estate
$
99,247

 
$
24,305

 
$
170,322


See accompanying notes to the consolidated financial statements.

115

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 and 2014


1. Organization and Description of Business
Digital Realty Trust, Inc. through its controlling interest in Digital Realty Trust, L.P. (the Operating Partnership) and the subsidiaries of the Operating Partnership (collectively, we, our, us or the Company) is engaged in the business of owning, acquiring, developing and managing technology-related real estate. The Company is focused on providing data center and colocation solutions for domestic and international tenants across a variety of industry verticals ranging from financial services, cloud and information technology services, to manufacturing, energy, healthcare, and consumer products. As of December 31, 2015, our portfolio consisted of 139 operating properties, including eight Telx properties (of which two properties are owned and six properties are leased from third parties) and 14 properties held as investments in unconsolidated joint ventures, of which 110 are located throughout North America, 23 are located in Europe, three are located in Australia and three are located in Asia.
We are diversified in major metropolitan areas where corporate data center and technology tenants are concentrated, including the Atlanta, Boston, Chicago, Dallas, Los Angeles, New York, Northern Virginia, Phoenix, San Francisco, Seattle and Silicon Valley metropolitan areas in the United States, the Amsterdam, Dublin, Frankfurt (land only), London and Paris metropolitan areas in Europe and the Singapore, Sydney, Melbourne, Hong Kong and Osaka (land only) metropolitan areas in the Asia Pacific region. The portfolio consists of Internet gateway and corporate data center properties, technology manufacturing properties and technology office properties.
The Operating Partnership was formed on July 21, 2004 in anticipation of Digital Realty Trust, Inc.’s initial public offering (IPO) on November 3, 2004 and commenced operations on that date. As of December 31, 2015, Digital Realty Trust, Inc. owns a 98.1% common interest and a 100.0% preferred interest in the Operating Partnership. As sole general partner of the Operating Partnership, Digital Realty Trust, Inc. has the full, exclusive and complete responsibility for the Operating Partnership’s day-to-day management and control. The limited partners of the Operating Partnership do not have rights to replace Digital Realty Trust, Inc. as the general partner nor do they have participating rights, although they do have certain protective rights.
On October 9, 2015, we completed the acquisition of Telx Holdings, Inc. ("Telx") from private equity firms ABRY Partners and Berkshire Partners. See Note 3 "Investments in Real Estate" for further discussion of the acquisition.
2. Summary of Significant Accounting Policies
(a) Principles of Consolidation and Basis of Presentation
The accompanying consolidated financial statements include all of the accounts of Digital Realty Trust, Inc., the Operating Partnership and the subsidiaries of the Operating Partnership. Intercompany balances and transactions have been eliminated.
The notes to the consolidated financial statements of Digital Realty Trust, Inc. and the Operating Partnership have been combined to provide the following benefits:
enhancing investors’ understanding of the Company and the Operating Partnership by enabling investors to view the business as a whole in the same manner as management views and operates the business;
eliminating duplicative disclosure and providing a more streamlined and readable presentation since a substantial portion of the disclosure applies to both the Company and the Operating Partnership; and
creating time and cost efficiencies through the preparation of one set of notes instead of two separate sets of notes.
There are few differences between the Company and the Operating Partnership, which are reflected in these consolidated financial statements. We believe it is important to understand the differences between the Company and the Operating Partnership in the context of how we operate as an interrelated consolidated company. Digital Realty Trust, Inc.’s only material asset is its ownership of partnership interests of the Operating Partnership. As a result, Digital Realty Trust, Inc. generally does not conduct business itself, other than acting as the sole general partner of the Operating Partnership, issuing public securities from time to time and guaranteeing certain unsecured debt of the Operating Partnership and certain of its subsidiaries and affiliates. Digital Realty Trust, Inc. itself has not issued any indebtedness but guarantees the unsecured debt of the Operating Partnership and certain of its subsidiaries and affiliates, as disclosed in these notes.

116

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


The Operating Partnership holds substantially all the assets of the Company and holds the ownership interests in the Company’s joint ventures. 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 public equity issuances by Digital Realty Trust, Inc., which are generally contributed to the Operating Partnership in exchange for partnership units or loaned to Digital Realty Trust, L.P. on a temporary basis prior to contribution in exchange for partnership units, the Operating Partnership generally generates the capital required by the Company’s business primarily through the Operating Partnership’s operations, by the Operating Partnership’s or its affiliates’ direct or indirect incurrence of indebtedness or through the issuance of partnership units.
The presentation of noncontrolling interests in operating partnership, stockholders’ equity and partners’ capital are the main areas of difference between the consolidated financial statements of Digital Realty Trust, Inc. and those of the Operating Partnership. The common limited partnership interests held by the limited partners in the Operating Partnership are presented as limited partners’ capital within partners’ capital in the Operating Partnership’s consolidated financial statements and as noncontrolling interests in operating partnership within equity in Digital Realty Trust, Inc.’s consolidated financial statements. The common and preferred partnership interests held by Digital Realty Trust, Inc. in the Operating Partnership are presented as general partner’s capital within partners’ capital in the Operating Partnership’s consolidated financial statements and as preferred stock, common stock, additional paid-in capital and accumulated dividends in excess of earnings within stockholders’ equity in Digital Realty Trust, Inc.’s consolidated financial statements. The differences in the presentations between stockholders’ equity and partners’ capital result from the differences in the equity issued at the Digital Realty Trust, Inc. and the Operating Partnership levels.
To help investors understand the significant differences between the Company and the Operating Partnership, these consolidated financial statements present the following separate sections for each of the Company and the Operating Partnership:
consolidated face financial statements; and
the following notes to the consolidated financial statements:
Debt of the Company and Debt of the Operating Partnership;
Income per Share and Income per Unit;
Equity and Accumulated Other Comprehensive Loss, Net of the Company and Capital and Accumulated Other Comprehensive Income (Loss) of the Operating Partnership; and
Quarterly Financial Information.
In the sections that combine disclosure of Digital Realty Trust, Inc. and the Operating Partnership, these notes refer to actions or holdings as being actions or holdings of the Company. Although the Operating Partnership is generally the entity that enters into contracts and joint ventures and holds assets and debt, reference to the Company is appropriate because the business is one enterprise and the Company generally operates the business through the Operating Partnership.
 
(b) Cash Equivalents
For the purpose of the consolidated statements of cash flows, we consider short-term investments with original maturities of 90 days or less to be cash equivalents. As of December 31, 2015 and 2014, cash equivalents consist of investments in money market instruments.
(c) Investments in Real Estate
Investments in real estate are stated at cost, less accumulated depreciation and amortization. Land is not depreciated. Depreciation and amortization are recorded on a straight-line basis over the estimated useful lives as follows:
Acquired ground leases
  
Terms of the related lease
Buildings and improvements
  
5-39 years
Machinery and equipment
 
7-15 years
Furniture and fixtures
 
3-5 years
Leasehold improvements
 
Shorter of the estimated useful lives or the terms of the related leases
Tenant improvements
  
Shorter of the estimated useful lives or the terms of the related leases

117

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


Improvements and replacements are capitalized when they extend the useful life, increase capacity, or improve the efficiency of the asset. Repairs and maintenance are charged to expense as incurred.
Assets that are classified as held for sale are recorded at the lower of their carrying value or fair value less costs to dispose. We classify an asset as held for sale once management has the authority to approve and commits to a plan to sell, the asset is available for immediate sale, an active program to locate a buyer has commenced and the sale of the asset is probable and transfer of the asset is expected to occur within one year. Upon the classification of assets as held for sale or sold, the depreciation and amortization of the assets will cease.
(d) Investment in Unconsolidated Joint Ventures
The Company’s investment in unconsolidated joint ventures is accounted for using the equity method, whereby the investment is increased for capital contributed and our share of the joint ventures’ net income and decreased by distributions we receive and our share of any losses of the joint ventures.
We amortize the difference between the cost of our investments in unconsolidated joint ventures and the book value of the underlying equity into equity in earnings from unconsolidated affiliates on a straight-line basis consistent with the lives of the underlying assets.
(e) Impairment of Long-Lived Assets
We review each of our properties for indicators that its carrying amount may not be recoverable. Examples of such indicators may include a significant decrease in the market price of the property, a change in the expected holding period for the property, a significant adverse change in how the property is being used or expected to be used based on the underwriting at the time of acquisition, an accumulation of costs significantly in excess of the amount originally expected for the acquisition or development of the property, or a history of operating or cash flow losses of the property. When such impairment indicators exist, we review an estimate of the future undiscounted net cash flows (excluding interest charges) expected to result from the real estate investment’s use and eventual disposition and compare that estimate to the carrying value of the property. We consider factors such as future operating income, trends and prospects, as well as the effects of leasing demand, competition and other factors. If our future undiscounted net cash flow evaluation indicates that we are unable to recover the carrying value of a real estate investment, an impairment loss is recorded to the extent that the carrying value exceeds the estimated fair value of the property. These losses have a direct impact on our net income because recording an impairment loss results in an immediate negative adjustment to net income. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future occupancy, rental rates and capital requirements that could differ materially from actual results in future periods. Since cash flows on properties considered to be long-lived assets to be held and used are considered on an undiscounted basis to determine whether the carrying value of a property is recoverable, our strategy of holding properties over the long-term directly decreases the likelihood of their carrying values not being recoverable and therefore requiring the recording of an impairment loss. If our strategy changes or market conditions otherwise dictate an earlier sale date, an impairment loss may be recognized and such loss could be material. If we determine that the asset fails the recoverability test, the affected assets must be reduced to their fair value.
We generally estimate the fair value of rental properties utilizing a discounted cash flow analysis that includes projections of future revenues, expenses and capital improvement costs that a market participant would use based on the highest and best use of the asset, which is similar to the income approach that is commonly utilized by appraisers. In certain cases, we may supplement this analysis by obtaining outside broker opinions of value.
In considering whether to classify a property as held for sale, the Company considers whether: (i) management has committed to a plan to sell the property; (ii) the property is available for immediate sale in its present condition; (iii) the Company has initiated a program to locate a buyer; (iv) the Company believes that the sale of the property is probable; (v) the Company is actively marketing the property for sale at a price that is reasonable in relation to its current value; and (vi) actions required for the Company to complete the plan indicate that it is unlikely that any significant changes will made to the plan.

If all the above criteria are met, the Company classifies the property as held for sale.  Upon being classified as held for sale, the Company ceases all depreciation and amortization related to the property and it is recorded at the lower of its carrying amount or fair value less cost to sell.  The assets and related liabilities of the property are classified separately on the consolidated balance sheets for the most recent reporting period.  Only those assets held for sale that constitute a strategic shift

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


or that will have a major effect on our operations are classified as discontinued operations.  To date we have had no property dispositions or assets classified as held for sale that would meet the definition of discontinued operations.
(f) Purchase Accounting for Acquisition of Investments in Real Estate
Purchase accounting is applied to the assets and liabilities related to all real estate investments acquired from third parties. In accordance with current accounting guidance, the fair value of the real estate acquired is allocated to the acquired tangible assets, consisting primarily of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases, other value of in-place leases, value of tenant relationships and acquired ground leases, based in each case on their fair values. Loan premiums, in the case of above market rate loans, or loan discounts, in the case of below market loans, are recorded based on the fair value of any loans assumed in connection with acquiring the real estate.
 
The fair values of the tangible assets of an acquired property are determined based on comparable land sales for land and replacement costs adjusted for physical and market obsolescence for the improvements. The fair values of the tangible assets of an acquired property are also determined by valuing the property as if it were vacant, and the “as-if-vacant” value is then allocated to land, building and tenant improvements based on management’s determination of the relative fair values of these assets. Management determines the as-if-vacant fair value of a property based on assumptions that a market participant would use, which is similar to methods used by independent appraisers. Factors considered by management in performing these analyses include an estimate of carrying costs during the expected lease-up periods considering current market conditions and costs to execute similar leases. In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rental revenue during the expected lease-up periods based on current market demand. Management also estimates costs to execute similar leases including leasing commissions, tenant improvements, legal and other related costs.
In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) estimated fair market lease rates from the perspective of a market participant for the corresponding in-place leases, measured, for above-market leases, over a period equal to the remaining non-cancelable term of the lease and, for below-market leases, over a period equal to the initial term plus any below market fixed rate renewal periods. The leases we have acquired do not currently include any below market fixed rate renewal periods. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining non-cancelable terms of the respective leases. The capitalized below-market lease values, also referred to as acquired lease obligations, are amortized as an increase to rental income over the initial terms of the respective leases and any below market fixed rate renewal periods.
In addition to the intangible value for above market leases and the intangible negative value for below market leases, there is intangible value related to having tenants leasing space in the purchased property, which is referred to as in-place lease value and tenant relationship value. Such value results primarily from the buyer of a leased property avoiding the costs associated with leasing the property and also avoiding rent losses and unreimbursed operating expenses during the lease up period. Factors to be considered by management in its analysis of in-place lease values include an estimate of carrying costs during hypothetical expected lease-up periods considering current market conditions, and costs to execute similar leases.  In estimating carrying costs, management includes real estate taxes, insurance and other operating expenses and estimates of lost rentals at market rates during the expected lease-up periods, depending on local market conditions.  In estimating costs to execute similar leases, management considers leasing commissions, legal and other related expenses.  Characteristics considered by management in valuing tenant relationships include the nature and extent of the Company’s existing business relationships with the tenant, growth prospects for developing new business with the tenant, the tenant’s credit quality and expectations of lease renewals.  The value of in-place leases are amortized to expense over the remaining initial terms of the respective leases.  The value of tenant relationship intangibles are amortized to expense over the anticipated life of the relationships.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


(g) Goodwill

Goodwill represents the excess of the purchase price over the fair value of net tangible and intangible assets acquired in a business combination. Goodwill is not amortized.  Management will perform an annual impairment test for goodwill and between annual tests, management will evaluate the recoverability of goodwill whenever events or changes in circumstances indicate that the carrying value of goodwill may not be fully recoverable.  In its impairment tests of goodwill, management will first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.  If based on this assessment, management determines that the fair value of the reporting unit is not less than its carrying value, then performing the additional two-step impairment test is unnecessary. If the carrying value of goodwill exceeds its fair value, an impairment charge is recognized.  
(h) Capitalization of Costs
Direct and indirect project costs that are clearly associated with the development of properties are capitalized as incurred. Project costs include all costs directly associated with the development of a property, including construction costs, interest, property taxes, insurance, legal fees and costs of personnel working on the project. Indirect costs that do not clearly relate to the projects under development are not capitalized and are charged to expense as incurred.
Capitalization of costs begins when the activities necessary to get the development project ready for its intended use begins, which include costs incurred before the beginning of construction. Capitalization of costs ceases when the development project is substantially complete and ready for its intended use. Determining when a development project commences, and when it is substantially complete and ready for its intended use involves a degree of judgment. We generally consider a development project to be substantially complete and ready for its intended use upon receipt of a certificate of occupancy. If and when development of a property is suspended pursuant to a formal change in the planned use of the property, we will evaluate whether the accumulated costs exceed the estimated value of the project and write off the amount of any such excess accumulated costs. For a development project that is suspended for reasons other than a formal change in the planned use of such property, the accumulated project costs are evaluated for impairment consistent with our impairment policies for long-lived assets. Capitalized costs are allocated to the specific components of a project that are benefited.
During the years ended December 31, 2015, 2014 and 2013, we capitalized interest of approximately $12.9 million, $20.4 million and $26.3 million, respectively. During the years ended December 31, 2015, 2014 and 2013, we capitalized amounts relating to compensation expense of employees direct and incremental to construction and successful leasing activities of approximately $56.8 million, $50.1 million and $38.4 million, respectively. Cash flows used for capitalized leasing costs of $49.9 million, $49.0 million and $57.5 million are included in improvements to and advances for investments in real estate in cash flows from investing activities in the consolidated statements of cash flows for the years ended December 31, 2015, 2014 and 2013, respectively.
(i) Deferred Leasing Costs
Leasing commissions and other direct and indirect costs associated with the acquisition of tenants are capitalized and amortized on a straight line basis over the terms of the related leases. Deferred leasing costs is included in Acquired in-place lease value, deferred leasing costs and intangibles on the consolidated balance sheet and amounted to approximately $236.0 million and $229.3 million, net of accumulated amortization, as of December 31, 2015 and 2014, respectively.
(j) Foreign Currency Translation
Assets and liabilities of our subsidiaries outside the United States with non-U.S. dollar functional currencies are translated into U.S. dollars using exchange rates as of the balance sheet dates. Income and expenses are translated using the average exchange rates for the reporting period. Foreign currency translation adjustments are recorded as a component of other comprehensive income.
(k) Deferred Financing Costs
Loan fees and costs are capitalized and amortized over the life of the related loans on a straight-line basis, which approximates the effective interest method. Such amortization is included as a component of interest expense.

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


(l) Restricted Cash
Restricted cash consists of deposits for real estate taxes and insurance and other amounts as required by our loan agreements including funds for leasing costs and improvements related to unoccupied space.

(m) Offering Costs
Underwriting commissions and other offering costs are reflected as a reduction in additional paid-in capital, or in the case of preferred stock, as a reduction of the carrying value of preferred stock.
(n) Share Based Compensation
The Company measures all share-based compensation awards at fair value on the date they are granted to employees and directors, and recognizes compensation cost, net of forfeitures, over the requisite service period for awards with only a service condition. The estimated fair value of the long-term incentive units and Class D Units (discussed in note 13) granted by us is being amortized on a straight-line basis over the expected service period.
The fair value of share-based compensation awards that contain a market condition is measured using a Monte Carlo simulation method and not adjusted based on actual achievement of the market condition.
(o) Accounting for Derivative Instruments and Hedging Activities
We account for our derivative instruments and hedging activities in accordance with the accounting standard for derivative and hedging activities. The accounting standard requires us to measure every derivative instrument (including certain derivative instruments embedded in other contracts) at fair value and record them in the balance sheet as either an asset or liability.
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the hedged forecasted transaction affects earnings. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. The amount of gain (loss) recognized in income related to the ineffective portion of the hedging relationships for the years ended December 31, 2015 and 2014 was approximately $(1.6) million and $0.8 million, respectively. During the year ended December 31, 2013, there was no ineffective portion to our interest rate swaps.
We actively manage our ratio of fixed-to-floating rate debt. To manage our fixed and floating rate debt in a cost-effective manner, we, from time to time, enter into interest rate swap agreements as cash flow hedges, under which we agree to exchange various combinations of fixed and/or variable interest rates based on agreed upon notional amounts. We do not enter into derivative instruments for trading purposes.
(p) Income Taxes
Digital Realty Trust, Inc. has elected to be treated as a real estate investment trust (a “REIT”) for federal income tax purposes. As a REIT, Digital Realty Trust, Inc. generally is not required to pay federal corporate income tax to the extent taxable income is currently distributed to its stockholders. If Digital Realty Trust, Inc. fails to qualify as a REIT in any taxable year, it will be subject to federal income tax (including any applicable alternative minimum tax) on its taxable income at regular corporate tax rates.
The Company is subject to foreign, state and local income taxes in the jurisdictions in which it conducts business. The Company’s U.S. consolidated taxable REIT subsidiaries are subject to both federal and state income taxes to the extent there is taxable income. Accordingly, the Company recognizes current and deferred income taxes for its taxable REIT subsidiaries, certain states and non-U.S. jurisdictions, as appropriate.
We assess our significant tax positions in accordance with U.S. GAAP for all open tax years and determine whether we have any material unrecognized liabilities from uncertain tax benefits. If a tax position is not considered “more-likely-than-not” to be sustained solely on its technical merits, no benefits of the tax position are to be recognized (for financial statement purposes). As of December 31, 2015 and 2014, we have no assets or liabilities for uncertain tax positions. We classify interest and penalties from significant uncertain tax positions as interest expense and operating expense, respectively, in our consolidated income statements. For the years ended December 31, 2015, 2014 and 2013, we had no such interest or penalties.

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


The tax year 2012 and thereafter remain open to examination by the major taxing jurisdictions with which the Company files tax returns.
See Note 10 for further discussion on income taxes.
(q) Presentation of Transactional-based Taxes
We account for transactional-based taxes, such as value added tax, or VAT, for our international properties on a net basis.
(r) Revenue Recognition
All leases are classified as operating leases and minimum rents are recognized on a straight-line basis over the terms of the leases. The excess of rents recognized over amounts contractually due pursuant to the underlying leases is included in deferred rent in the accompanying consolidated balance sheets and contractually due but unpaid rents are included in accounts and other receivables.
Tenant reimbursements for real estate taxes, common area maintenance, and other recoverable costs are recognized in the period that the expenses are incurred. Lease termination fees, which are included in other revenue in the accompanying consolidated income statements, are recognized over the new remaining term of the lease, effective as of the date the lease modification is finalized, and assuming collection is probable.
A provision for loss is made if the collection of the receivable balances related to contractual rent, rent recorded on a straight-line basis, tenant reimbursements and lease termination fees are considered to be doubtful.
(s) Asset Retirement Obligations
We record accruals for estimated retirement obligations as required by current accounting guidance. The amount of asset retirement obligations relates primarily to estimated asbestos removal costs at the end of the economic life of properties that were built before 1984. As of December 31, 2015 and 2014, the amount included in accounts payable and other accrued liabilities on our consolidated balance sheets was approximately $1.3 million and $1.7 million, respectively.
 
(t) Fee Income
Occasionally, customers engage the company for certain services. The nature of these services historically involves property management, construction management, and assistance with financing. The proper revenue recognition of these services can be different, depending on whether the arrangements are service revenue or contractor type revenue.
Service revenues are typically recognized on an equal monthly basis based on the minimum fee to be earned. The monthly amounts could be adjusted depending on if certain performance milestones are met.
Fee income also includes management fees. These fees arise from contractual agreements with entities in which we have a noncontrolling interest. The management fees are recognized as earned under the respective agreements. Management and other fee income related to partially owned entities are recognized to the extent attributable to the unaffiliated interest.
(u) Assets and Liabilities Measured at Fair Value
Fair value under U.S. GAAP is a market-based measurement, not an entity-specific measurement. Therefore, our fair value measurements are determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair-value measurements, we use a fair-value hierarchy that distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity (observable inputs that are classified within Levels 1 and 2 of the hierarchy) and the reporting entity’s own assumptions about market participant assumptions (unobservable inputs classified within Level 3 of the hierarchy).
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates, and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


liability which are typically based on an entity’s own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair-value measurement is based on inputs from different levels of the fair-value hierarchy, the lowest level input that is significant would be used to determine the fair-value measurement in its entirety. Our assessment of the significance of a particular input to the fair-value measurement in its entirety requires judgment, and considers factors specific to the asset or liability.
(v) Transactions Expense
Transactions expense includes acquisition-related expenses and other business development expenses, which are expensed as incurred. Acquisition-related expenses include closing costs, broker commissions and other professional fees, including legal and accounting fees related to acquisitions and significant transactions.
(w) Management’s Estimates
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates made. On an on-going basis, we evaluate our estimates, including those related to the valuation of our real estate properties, contingent consideration, accounts receivable and deferred rent receivable, performance-based equity compensation plans and the completeness of accrued liabilities We base our estimates on historical experience, current market conditions, and various other assumptions that are believed to be reasonable under the circumstances. Actual results may vary from those estimates and those estimates could vary under different assumptions or conditions.
(x) Segment and Geographic Information
All of our properties generate similar revenues and expenses related to tenant rent and reimbursements and operating expenses. The delivery of our products is consistent across all properties and although services are provided to a wide range of customers, the types of real estate services provided to them are standardized throughout the portfolio. As such, the properties in our portfolio have similar economic characteristics and the nature of the products and services provided to our customers and the method to distribute such services are consistent throughout the portfolio. Consequently, our properties qualify for aggregation into one reporting segment.
Operating revenues from properties in the United States were $1.4 billion, $1.2 billion and $1.1 billion and outside the United States were $0.4 billion, $0.4 billion and $0.3 billion for the years ended December 31, 2015, 2014 and 2013, respectively. We had investments in real estate located in the United States of $6.0 billion, $5.4 billion and $5.6 billion and outside the United States of $2.6 billion, $2.7 billion and $2.7 billion as of December 31, 2015, 2014 and 2013, respectively.
Operating revenues from properties located in the United Kingdom were $0.2 billion, $0.2 billion and $0.2 billion, or 12.3%, 13.3% and 13.3% of total operating revenues for the years ended December 31, 2015, 2014 and 2013, respectively. No other foreign country comprised more than 10% of total operating revenues for each of these years. We had investments in real estate located in the United Kingdom of $1.6 billion, $1.7 billion and $1.8 billion, or 18.8%, 21.3% and 21.1% of total investments in real estate as of December 31, 2015, 2014 and 2013, respectively. No other foreign country comprised more than 10% of total investments in real estate as of each of December 31, 2015, 2014 and 2013.
The Company is still in the process of evaluating the impact the acquisition of Telx may have on the composition of its reportable segments and related disclosures. The Company expects to complete this analysis in early 2016.
(y) Reclassifications

Certain reclassifications of prior year amounts have been made to conform to the current year presentation. During the years ended December 31, 2014 and 2013, $0.4 million and $0.8 million, respectively, were reclassified from rental property operating and maintenance expense to other expense. Additionally, as of December 31, 2014, $6.5 million was reclassified from cash and cash equivalents to restricted cash to correct an immaterial classification error related to certain bank accounts for which certain mortgage lenders have disbursement approval rights. Net cash used in financing activities in the

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


2014 statement of cash flows decreased by approximately $0.2 million as compared to the previously reported amount. Net cash provided by financing activities in the 2013 statement of cash flows decreased by approximately $2.9 million as compared to the previously reported amount as a result of correcting a similar immaterial error in the 2013 consolidated balance sheet.
(z) Recent Accounting Pronouncements

In February 2015, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis, which provides guidance on the consolidation evaluation for reporting organizations that are required to evaluate whether they should consolidate certain legal entities. In accordance with the guidance, all legal entities are subject to reevaluation under the revised consolidation model. The guidance is effective in the first quarter of 2016, and early adoption is permitted. We do not expect the adoption of ASU 2015-02 to have a significant impact on our consolidated financial statements.
On April 1, 2015, the FASB voted to defer the effective date of ASU No. 2014-09, which outlines a single comprehensive model for entities to use in accounting for revenues arising from contracts with customers and notes that lease contracts with customers are a scope exception. Public business entities are required to adopt this standard for annual reporting periods beginning after December 15, 2017, early adoption is permitted. We are currently assessing the impact of the guidance on our consolidated financial statements.
On April 17, 2015, the FASB issued ASU No. 2015-03, Simplifying the Presentation of Debt Issuance Costs, which requires debt issuance costs to be presented in the balance sheet as a direct deduction from the associated debt liability. Currently, debt issuance costs are recorded as an asset and amortization of these deferred financing costs is recorded in interest expense. Under the new standard, debt issuance costs will continue to be amortized over the life of the debt instrument and amortization will continue to be recorded in interest expense. The new standard is effective for the Company on January 1, 2016 and will be applied on a retrospective basis. The Company is currently evaluating ASU 2015-03, and anticipates a change in our presentation only since the standard does not alter the accounting for debt issuance costs.
In September 2015, the FASB issued ASU 2015-16, Simplifying the Accounting for Measurement Period Adjustments (Topic 805). ASU 2015-16 requires an acquirer in a business combination to recognize provisional amounts when measurements were incomplete as of the end of a reporting period as an adjustment in the reporting period in which the provisional amount is determined. Prior to this standard, the acquirer was required to adjust such provisional amounts by restating prior period financial statements. ASU 2015-16 is effective for the annual period ending December 31, 2016 and for annual periods and interim periods thereafter with early adoption permitted. The Company elected to early adopt this standard effective with the interim period beginning July 1, 2015 and this standard did not have a material effect on the consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which sets out the principles for the recognition, measurement, presentation and disclosure of leases for both parties to a contract (i.e., lessees and lessors). The new standard requires lessees to apply a dual approach, classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchase by the lessee. This classification will determine whether lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease. A lessee is also required to record a right-of-use asset and a lease liability for all leases with a term of greater than 12 months regardless of their classification. Leases with a term of 12 months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The ASU is expected to impact the Company’s consolidated financial statements as the Company has certain operating and land lease arrangements for which it is the lessee. ASU 2016-02 supersedes the previous leases standard, Leases (Topic 840). The standard is effective on January 1, 2019, with early adoption permitted. The Company is currently in the process of evaluating the impact the adoption of ASU 2016-02 will have on the Company’s financial position or results of operations.



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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


3. Investments in Real Estate
A summary of our investments in properties as of December 31, 2015 and 2014 is as follows:
 
As of December 31, 2015
 
(in thousands)
Property Type
Land
 
Acquired
Ground
Lease
 
Building and
Improvements (1)
 
Tenant
Improvements
 
Accumulated
Depreciation
and
Amortization
 
Net
Investment
in Properties
Internet Gateway Data Centers
$
109,389

 
$

 
$
1,441,749

 
$
95,185

 
$
(608,153
)
 
$
1,038,170

Corporate Data Centers
551,372

 
11,317

 
8,055,059

 
433,682

 
(1,586,509
)
 
7,464,921

Technology Manufacturing
20,199

 
1,322

 
56,254

 
6,333

 
(22,677
)
 
61,431

Technology Office
5,368

 

 
43,154

 
1,459

 
(18,564
)
 
31,417

Other
3,245

 

 
80,211

 
75

 
(15,365
)
 
68,166

 
$
689,573

 
$
12,639

 
$
9,676,427

 
$
536,734

 
$
(2,251,268
)
 
$
8,664,105

 
 
As of December 31, 2014
 
(in thousands)
Property Type
Land
 
Acquired
Ground
Lease
 
Building and
Improvements(1)
 
Tenant
Improvements
 
Accumulated
Depreciation
and
Amortization
 
Net
Investment
in Properties
Internet Gateway Data Centers
$
112,265

 
$

 
$
1,459,930

 
$
99,864

 
$
(541,023
)
 
$
1,131,036

Corporate Data Centers
525,192

 
12,196

 
7,117,789

 
368,837

 
(1,286,024
)
 
6,737,990

Technology Manufacturing
25,471

 

 
67,238

 
4,764

 
(20,506
)
 
76,967

Technology Office
5,368

 

 
42,356

 
1,459

 
(14,759
)
 
34,424

Other
3,306

 

 
136,501

 
76

 
(11,742
)
 
128,141

 
$
671,602

 
$
12,196

 
$
8,823,814

 
$
475,000

 
$
(1,874,054
)
 
$
8,108,558

 
(1)
Balance includes, as of December 31, 2015 and 2014, $0.7 billion and $0.8 billion of direct and accrued costs associated with development in progress, respectively.
 
Telx Acquisition

On October 9, 2015, we acquired Telx pursuant to the terms an Agreement and Plan of Merger (the "Merger Agreement"). The purchase price, which was determined through negotiations between us and the sellers, was approximately $1.886 billion (subject to certain adjustments contemplated by the Merger Agreement). Telx is a leading national provider of data center colocation, interconnection and cloud enablement solutions within 13 strategic North American metropolitan areas. Telx operates a total of 20 data center facilities, including six in the New York/New Jersey metropolitan area, two in Chicago, two in Dallas, four in California (one in each of Los Angeles and San Francisco and two in Santa Clara), two in the Pacific Northwest (one in each of Seattle and Portland) and one in each of Atlanta, Miami, Phoenix and Charlotte. Telx leases more than half of its facilities from the Company and was our customer for over eight years prior to the Telx Acquisition. In our consolidated financial statements, the historical results of the Company are included for the entire period presented and the results of Telx are included for the period subsequent to the Telx Acquisition.


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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


As of December 31, 2015 the Company had not completed its final allocation of the fair value of the net assets of Telx as the Company is waiting for additional information to finalize the valuation of certain of the real estate and intangible assets acquired as well as certain tax related matters including the amount of Telx net operating losses and other deferred tax items that will carry over to the Company. The final purchase price allocation is expected to be completed in early 2016. As such, the estimates used as of December 31, 2015 are subject to change. The following table summarizes the preliminary amounts for acquired assets and liabilities recorded at their fair values as of the acquisition date (in thousands):

Investments in real estate
$
604,870

Goodwill
316,309

Intangibles:

Tenant relationship value
734,800

Acquired in-place lease value
252,269

Trade name
7,300

Above/below market lease value, net
(13,100
)
Capital lease and other long-term obligations
(63,962
)
Other working capital accounts and adjustments, net
47,514

Total purchase price
$
1,886,000


The Company determined the preliminary fair value of the real estate acquired using a combination of market comparable transactions, replacement cost estimates and discounted cash flow models. These methods were significantly impacted by estimates related to comparable land values, market rents, and discount rates.
The acquisition date fair value of the intangible assets related to tenant relationship value, acquired in-place lease value and trade name were estimated using a discounted cash flow method. These measurements were significantly impacted by estimates related to forecast revenue growth rates, customer attrition rates, market rents, and expected expense synergies.
The above/below market lease value was estimated based on comparison of the contractual rents and current market rents for similar space.
Capital lease liabilities were valued based on the discounted cash flows of the subject leases using a market discount rate for debt with similar terms and maturities.
The acquisition date fair values of the working capital related assets and liabilities were recorded based on their carrying values as of the acquisition date given the short-term nature of these items.
Goodwill is the excess consideration remaining after allocating the fair value of the other acquired assets and liabilities and represents the expected future economic benefits and synergies to be achieved by combining the Company and Telx’s product and service offerings.
Prior to the acquisition, Telx leased space in several of the Company’s datacenter properties, thus in connection with the acquisition, the Company recognized a gain and additional goodwill of approximately $14.4 million related to the settlement of these pre-existing lease contracts. This gain was offset by the write-off of $75.3 million in deferred rent receivables related to the settled Telx lease contracts. The net loss on settlement related to these items is included in other operating expenses in the accompanying 2015 consolidated income statement.
The Company recorded transaction expenses of approximately $17.4 million in the accompanying 2015 consolidated income statement in connection with the Telx acquisition

Pro forma Information (unaudited)
The following unaudited pro forma financial information presents our results as though the Telx Acquisition, as well as the transactions that were used to fund the Telx Acquisition, had been consummated as of January 1, 2014. The pro forma

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


information does not necessarily reflect the actual results of operations had the transactions been consummated at the beginning of the period indicated nor is it necessarily indicative of future operating results. The pro forma information does not give effect to any cost synergies or other operating efficiencies that could result from the Telx Acquisition and also does not include any transaction and integration expenses. The pro forma results for 2015 include approximately three months of actual results for Telx and nine months of pro forma adjustments. Actual results in 2015 included rental revenues and operating expenses of the acquired properties of $81.1 million and $71.3 million, respectively.

(amounts in thousands, except for per share amounts)
 
2015
 
2014
Total revenues
  
$
1,978,405

  
$
1,873,526

Net income (loss) available to common stockholders
  
$
92,812

  
$
(19,749
)
Net income (loss) per share available to common stockholders - basic and diluted
  
$
0.63

  
$
(0.14
)

Acquisitions

We acquired the following real estate properties during the years ended December 31, 2015 and 2014:

2015 Acquisitions
Location
 
Metropolitan Area
 
Date Acquired
 
Amount
(in millions)
(1)
Deer Park 3 (2)
 
Melbourne
 
April 15, 2015
 
$
1.6

3 Loyang Way (3)(4)
 
Singapore
 
June 25, 2015
 
45.0

Digital Loudoun 3 (2)
 
Northern Virginia
 
November 16, 2015
 
43.0

Digital Frankfurt (2)
 
Frankfurt
 
December 18, 2015
 
5.6

 
 
 
 
 
 
$
95.2


2014 Acquisitions

Location
 
Metropolitan Area
 
Date Acquired
 
Amount
(in millions)
(1)
Crawley 2 (2)
 
London
 
September 16, 2014
 
$
23.0



(1)
Purchase prices are all in U.S. dollars and exclude capitalized closing costs on land acquisitions. Purchase prices for acquisitions outside the United States are based on the exchange rate at the date of acquisition.
(2)
Represents currently vacant land which is not included in our operating property count.
(3)
Represents a development property with an existing shell, which is included in our operating property count. This acquisition lacked key inputs to qualify as a business combination under purchase accounting guidance, and has therefore been accounted for as an asset acquisition, not a business combination.
(4)
Property is subject to a ground lease, which expires in February 2024, with a renewal provision for an additional 28 years upon satisfaction of certain requirements.



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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


Dispositions

We sold the following real estate properties during the years ended December 31, 2015 and 2014:

2015 Dispositions

Location
 
Metropolitan Area
 
Date Sold
 
Gross Proceeds (in millions)
 
Gain (Loss) on Sale (in millions)
100 Quannapowitt Parkway
 
Boston
 
February 5, 2015
 
$
31.1

 
$
10.1

3300 East Birch Street
 
Los Angeles
 
March 31, 2015
 
14.2

 
7.5

833 Chestnut Street
 
Philadelphia
 
April 30, 2015
 
160.8

(1) 
77.1

650 Randolph Road
 
New York Metro
 
December 30, 2015
 
9.2

 
(0.1
)
 
 
 
 
 
 
$
215.3

 
$
94.6


2014 Dispositions

Location
 
Metropolitan Area
 
Date Sold
 
Gross Proceeds (in millions)
 
Gain on Sale (in millions)
6 Braham Street
 
London
 
April 7, 2014
 
$
41.5

 
$
15.9


(1)
Gross proceeds includes a $9.0 million note receivable, which was collected prior to year-end.

On January 21, 2016, the Operating Partnership closed on the sale of 47700 Kato Road and 1055 Page Avenue, two adjacent non-data center properties totaling 199,000 square feet in Fremont, California for $37.5 million. The sale generated net proceeds of $35.8 million, and we will recognize a gain on the sale of approximately $1.2 million in the first quarter of 2016. The properties were identified as held for sale as of December 31, 2015. 47700 Kato Road and 1055 Page Avenue were not a significant component of our U.S. portfolio nor does the sale represent a significant shift in our strategy.
We have identified certain non-core investment properties we intend to sell as part of our capital recycling strategy. Our capital recycling program is designed to identify non-strategic and underperforming assets that can be sold to generate proceeds that will support the funding of our core investment activity. We expect our capital recycling initiative will likewise have a meaningfully positive impact on overall return on invested capital. In addition, our capital recycling program does not represent a strategic shift, as we are not entirely exiting regions or property types. During this process, we are evaluating the carrying value of certain investment properties identified for potential sale to ensure the carrying value is recoverable in light of a potentially shorter holding period. As a result of our evaluation, during the year ended December 31, 2014, we recognized $126.5 million of impairment losses on five properties located in the Midwest, Northeast and West regions. The fair value of the five properties were primarily based on discounted cash flow analysis, and in certain cases, we supplemented the analysis by obtaining broker opinions of value. As of December 31, 2015, three of these five properties met the criteria to be classified as held for sale.
As of December 31, 2015, the Company has taken the necessary actions to conclude that an additional five properties (in addition to the three properties referenced above) to be disposed of as part of our capital recycling strategy met the criteria to be classified as held for sale. As of December 31, 2015, these eight properties had an aggregate carrying value of $180.1 million within total assets and $5.8 million within total liabilities and are shown as assets held for sale and obligations associated with assets held for sale on the consolidated balance sheet. The eight properties are not representative of a significant component of our portfolio, nor do the potential sales represent a significant shift in our strategy.

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


4. Investment in Unconsolidated Joint Ventures
As of December 31, 2015, our investment in unconsolidated joint ventures consists of effective 50% interests in three joint ventures that own data center properties at 2001 Sixth Avenue in Seattle, Washington, 2020 Fifth Avenue in Seattle, Washington and 33 Chun Choi Street in Hong Kong, and 20% interests in two joint ventures, one of which owns 10 data center properties with an investment fund managed by Prudential Real Estate Investors (PREI®) and the other which owns one data center property with an affiliate of Griffin Capital Essential Asset REIT, Inc. (GCEAR). The following tables present summarized financial information for our material joint ventures for the years ended December 31, 2015, 2014, and 2013 (in thousands):
2015
%
Ownership
 
Net Investment
in Properties
 
Total
Assets
 
Mortgage
Loans
 
Total
Liabilities
 
Equity /
(Deficit)
 
Revenues
 
Property
Operating
Expense
 
Net
Operating
Income
 
Net
Income
(Loss)
Unconsolidated Joint Ventures
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2001 Sixth Avenue
50.00
%
 
$
33,757

 
$
44,732

 
$
102,998

 
$
107,807

 
$
(63,075
)
 
$
43,734

 
$
(15,205
)
 
$
28,529

 
$
14,171

2020 Fifth Avenue
50.00
%
 
46,633

 
55,257

 
47,000

 
47,857

 
7,400

 
8,474

 
(1,177
)
 
7,297

 
4,840

33 Chun Choi Street (Hong Kong)
50.00
%
 
138,742

 
179,525

 

 
4,173

 
175,352

 
17,700

 
(5,358
)
 
12,342

 
4,480

PREI ®
20.00
%
 
419,498

 
481,175

 
208,000

 
293,276

 
187,898

 
40,011

 
(6,157
)
 
33,854

 
15,121

GCEAR
20.00
%
 
119,952

 
175,301

 
102,025

 
105,197

 
70,104

 
19,730

 
(8,249
)
 
11,481

 
(1,262
)
Total Unconsolidated Joint Ventures
 
 
$
758,582

 
$
935,990

 
$
460,023

 
$
558,310

 
$
377,679

 
$
129,649

 
$
(36,146
)
 
$
93,503

 
$
37,350

Our investment in and share of equity in earnings of unconsolidated joint ventures
 
 
 
 
 
 
 
 
 
 
$
106,107

 
 
 
 
 
 
 
$
15,491

2014
%
Ownership
 
Net Investment
in Properties
 
Total
Assets
 
Mortgage
Loans
 
Total
Liabilities
 
Equity /
(Deficit)
 
Revenues
 
Property
Operating
Expense
 
Net
Operating
Income
 
Net
Income
(Loss)
Unconsolidated Joint Ventures
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2001 Sixth Avenue
50.00
%
 
$
37,620

 
$
42,537

 
$
104,523

 
$
110,749

 
$
(68,212
)
 
$
39,807

 
$
(14,707
)
 
$
25,100

 
$
11,982

2020 Fifth Avenue
50.00
%
 
47,239

 
55,123

 
47,000

 
47,795

 
7,328

 
8,308

 
(1,086
)
 
7,222

 
4,844

33 Chun Choi Street (Hong Kong)
50.00
%
 
143,014

 
165,912

 

 
10,210

 
155,702

 
8,671

 
(2,625
)
 
6,046

 
2,976

PREI ®
20.00
%
 
429,358

 
492,494

 
208,000

 
296,480

 
196,014

 
39,467

 
(6,144
)
 
33,323

 
12,378

GCEAR
20.00
%
 
122,521

 
186,041

 
102,025

 
104,661

 
81,380

 
6,050

 
(2,311
)
 
3,739

 
(1,603
)
Total Unconsolidated Joint Ventures
 
 
$
779,752

 
$
942,107

 
$
461,548

 
$
569,895

 
$
372,212

 
$
102,303

 
$
(26,873
)
 
$
75,430

 
$
30,577

Our investment in and share of equity in earnings of unconsolidated joint ventures
 
 
 
 
 
 
 
 
 
 
$
94,729

 
 
 
 
 
 
 
$
13,289

2013
%
Ownership
 
Net Investment
in Properties
 
Total
Assets
 
Mortgage
Loans
 
Total
Liabilities
 
Equity /
(Deficit)
 
Revenues
 
Property
Operating
Expense
 
Net
Operating
Income
 
Net
Income
(Loss)
Unconsolidated Joint Ventures
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2001 Sixth Avenue
50.00
%
 
$
33,980

 
$
39,674

 
$
105,953

 
$
111,943

 
$
(72,269
)
 
$
37,625

 
$
(11,981
)
 
$
25,644

 
$
12,346

700/750 Central Expressway
50.00
%
 

 

 

 

 

 
55

 
(1
)
 
54

 
58

2020 Fifth Avenue
50.00
%
 
47,901

 
53,389

 
47,000

 
47,525

 
5,864

 
7,513

 
(522
)
 
6,991

 
5,756

33 Chun Choi Street (Hong Kong)
50.00
%
 
102,428

 
122,890

 

 
8,382

 
114,508

 

 
(44
)
 
(44
)
 
(150
)
PREI ®
20.00
%
 
400,528

 
460,062

 
185,000

 
276,212

 
183,850

 
9,577

 
(4,479
)
 
5,098

 
2,641

Total Unconsolidated Joint Ventures
 
 
$
584,837

 
$
676,015

 
$
337,953

 
$
444,062

 
$
231,953

 
$
54,770

 
$
(17,027
)
 
$
37,743

 
$
20,651

Our investment in and share of equity in earnings of unconsolidated joint ventures
 
 
 
 
 
 
 
 
 
 
$
70,504

 
 
 
 
 
 
 
$
9,796


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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014



We amortize the difference between the cost of our investment in the joint ventures and the book value of the underlying equity into income on a straight-line basis consistent with the lives of the underlying assets. The amortization of this difference was approximately $0.3 million, $0.5 million and $0.1 million for the years ended December 31, 2015, 2014 and 2013, respectively.

PREI ® Joint Venture
On September 27, 2013, we formed a joint venture with an investment fund managed by Prudential Real Estate Investors (PREI®). We contributed nine Powered Base Building® data centers valued at approximately $366.4 million plus 20% of $2.8 million of closing costs. The PREI®-managed fund contributed cash equal to their 80% interest in the joint venture assets at fair value and we retained a 20% interest. The joint venture is structured to provide a current annual preferred return from cash flow first to the PREI®-managed interest, then to our interest, after which a portion of any excess cash flows is shared by the partners based on their respective interests and the remaining portion is paid to us as a promote interest. We perform the day-to-day accounting and property management functions for the joint venture and, as such, earn a management fee. Although we are the managing member of the joint venture and manage the day-to-day activities, all significant decisions, including approval of annual budgets, require approval of the PREI-managed member. Thus, we concluded we do not own a controlling interest and account for our interest in the joint venture as an equity method investment.
The joint venture has arranged a $185.0 million five-year unsecured bank loan at LIBOR plus 180 basis points, representing a loan-to-value ratio of approximately 50%. Proceeds from the debt offset the contribution amounts required of the partners. The transaction generated approximately $328.6 million of net proceeds to us, comprised of our share of the initial draw-down on the bank loan in addition to the PREI® fund’s equity contribution, less our share of closing costs and accordingly we recognized a gain of approximately $115.6 million on the sale of the 80% interest in the nine properties during the year ended December 31, 2013.
Differences between the Company’s investment in the joint venture and the amount of the underlying equity in net assets of the joint venture are due to basis differences resulting from the Company’s equity investment recorded at its historical basis versus the fair value of the Company’s contributed interest in the joint venture. Our proportionate share of the earnings or losses related to this unconsolidated joint venture is reflected as equity in earnings of unconsolidated joint ventures on the accompanying consolidated income statements.
On March 5, 2014, we contributed the 636 Pierce Street property, which we acquired in December 2013, the joint venture. The property was valued at approximately $40.4 million and subject to $26.1 million in debt, which the joint venture assumed. The PREI® fund contributed approximately $11.4 million in cash for their 80% share of the net asset value of $14.3 million. Subsequent to the closing, the joint venture refinanced the existing debt with $23.0 million drawn from the joint venture’s bank facility. Including the refinance costs, the PREI® fund contributed $17.5 million for the 636 Pierce Street property, bringing their contributed capital in the joint venture to $164.8 million. The transaction generated net proceeds of approximately $11.4 million and resulted in a $1.9 million gain.


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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


Griffin Capital Essential Asset REIT, Inc. Joint Venture
On September 9, 2014, we formed a joint venture with an affiliate of Griffin Capital Essential Asset REIT, Inc. (GCEAR). We contributed to the joint venture the property located at 43915 Devin Shafron Drive (Building A) in Ashburn, Virginia, which is a Turn-Key Flex® data center property valued at approximately $185.5 million (excluding approximately $2.1 million of closing costs). GCEAR contributed cash to the joint venture and holds an 80% interest in the joint venture. We retained a 20% interest in the joint venture. The joint venture agreement provides for a current annual preferred return from cash flow first to GCEAR and then to us, after which a portion of any excess cash flows is shared by the partners based on their respective interests and the remaining portion is paid to us as a promote interest. We perform the day-to-day accounting and property management functions for the joint venture and the property and, as such, earn management fees. Although we are the managing member of the joint venture and manage the day-to-day activities, certain major decisions, including approval of annual budgets, require approval of the GCEAR member. Thus, we concluded we do not own a controlling interest and account for our interest in the joint venture as an equity method investment.
The joint venture arranged a $102.0 million five-year secured bank loan at LIBOR plus 225 basis points, representing a loan-to-value ratio of approximately 55%. The joint venture entered into an interest rate swap agreement to effectively fix the interest rate on approximately $51.0 million of borrowings under the loan through September 2019. Two one-year extensions of the maturity date are available under the loan agreement, which the joint venture may exercise if certain conditions are met. Proceeds from this loan offset the initial cash capital contribution amount required from GCEAR and was used to provide us with a special distribution on account of a portion of the contribution value of the property. The transaction generated approximately $167.5 million of net proceeds to us, comprised of our share of the initial draw-down on the bank loan in addition to GCEAR’s equity contribution, less our share of closing costs. Accordingly we recognized a gain of approximately $93.5 million on the sale of the 80% interest in the joint venture during the year ended December 31, 2014.
Differences between the Company’s investment in the joint ventures and the amount of the underlying equity in net assets of the joint ventures result from the Company’s equity investment recorded at its historical basis versus the fair value of the Company’s contributed interest recorded at the joint venture level. Our proportionate share of the earnings or losses related to these unconsolidated joint ventures is reflected as equity in earnings of unconsolidated joint ventures on the accompanying consolidated income statements and reflects the amortization of such basis differences.

Sale of Investment
On October 17, 2014, we closed on the sale of our investment in a developer of data centers in the Southwestern U.S. and Mexico, generating net proceeds of approximately $31.7 million. We recognized a gain on sale of approximately $14.6 million in the fourth quarter of 2014. The original investment of $17.1 million was included in other assets on the consolidated balance sheet.





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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


5. Acquired Intangible Assets and Liabilities
The following summarizes our acquired intangible assets (real estate intangibles, comprised of acquired in place lease value, tenant relationship value and trade name along with acquired above-market lease value) and intangible liabilities (acquired below-market lease value) as of December 31, 2015 and 2014.
 
Balance as of
(Amounts in thousands)
December 31, 2015
 
December 31,
2014
Real Estate Intangibles:
 
 
 
Acquired in place lease value:
 
 
 
Gross amount
$
901,381

 
$
680,419

Accumulated amortization
(472,933
)
 
(452,739
)
Net
$
428,448

 
$
227,680

Tenant relationship value:
 
 
 
Gross amount
$
734,800

 
$

Accumulated amortization
(14,495
)
 

Net
$
720,305

 
$

Trade name:
 
 
 
Gross amount
$
7,300

 
$

Accumulated amortization
(417
)
 

Net
$
6,883

 
$

Acquired above market leases:
 
 
 
Gross amount
$
122,311

 
$
126,677

Accumulated amortization
(89,613
)
 
(88,072
)
Net
$
32,698

 
$
38,605

Acquired below market leases:
 
 
 
Gross amount
$
294,791

 
$
282,670

Accumulated amortization
(193,677
)
 
(178,435
)
Net
$
101,114

 
$
104,235

Amortization of acquired below-market lease value, net of acquired above-market lease value, resulted in an increase to rental revenues of $9.3 million, $10.0 million and $11.7 million for the years ended December 31, 2015 , 2014 and 2013, respectively. The expected average remaining lives for acquired below market leases and acquired above market leases is 5.9 years and 3.7 years, respectively, as of December 31, 2015. Estimated annual amortization of acquired below-market lease value, net of acquired above-market lease value, for each of the five succeeding years and thereafter, commencing January 1, 2016 is as follows:
(Amounts in thousands)
 
2016
$
8,403

2017
6,867

2018
5,222

2019
5,285

2020
7,351

Thereafter
35,288

Total
$
68,416


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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


Amortization of acquired in place lease value (a component of depreciation and amortization expense) was $46.2 million, $62.2 million and $62.7 million for the years ended December 31, 2015, 2013 and 2012, respectively. The expected average amortization period for acquired in place lease value is 6.3 years as of December 31, 2015. The weighted average remaining contractual life for acquired leases excluding renewals or extensions is 4.9 years as of December 31, 2015. Estimated annual amortization of acquired in place lease value for each of the five succeeding years and thereafter, commencing January 1, 2016 is as follows:
(Amounts in thousands)
 
2016
$
53,391

2017
48,879

2018
46,636

2019
44,150

2020
40,108

Thereafter
195,284

Total
$
428,448


Amortization of tenant relationship value and trade names (a component of depreciation and amortization expense) was approximately $14.5 million and $0.4 million, respectively for the year ended December 31, 2015 and $0 in all preceding years.  The weighted average remaining contractual life for customer contracts and trade names is 11.4 years and 3.8 years, respectively. Estimated annual amortization of customer contracts and trade names for each of the five succeeding years and thereafter, commencing January 1, 2016 is as follows:

(Amounts in thousands)
 
2016
$
65,261

2017
65,261

2018
65,261

2019
64,844

2020
63,436

Thereafter
403,125

Total
$
727,188




6. Debt of the Company
In this Note 6, the “Company” refers only to Digital Realty Trust, Inc. and not to any of its subsidiaries.
The Company itself does not have any indebtedness. All debt is held directly or indirectly by the Operating Partnership.
Guarantee of Debt
The Company guarantees the Operating Partnership’s obligations with respect to its 5.875% notes due 2020 (2020 Notes), 5.250% notes due 2021 (2021 Notes), 3.950% notes due 2022 (3.950% 2022 Notes), 3.625% notes due 2022 (2022 Notes) and its unsecured senior notes sold to Prudential Investment Management, Inc. and certain of its affiliates pursuant to the Amended and Restated Note Purchase and Private Shelf Agreement, as amended, which we refer to as the Prudential Shelf Facility. The Company and the Operating Partnership guarantee the obligations of Digital Stout Holding, LLC, a wholly owned subsidiary of the Operating Partnership, with respect to its 4.750% notes due 2023 (2023 Notes) and 4.250% notes due 2025 (2025 Notes). Prior to the completion of the Operating Partnership Merger (as defined in Note 7 "Debt of the Operating Partnership"), the Company and the Operating Partnership guaranteed the obligations of Digital Delta Holdings, LLC, a wholly owned subsidiary

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2015 and 2014

of Digital Realty Trust, Inc., with respect to its 3.400% Notes due 2020 (3.400% 2020 Notes) and 4.750% Notes due 2025 (4.750% 2025 Notes). Following the completion of the Operating Partnership Merger, the 3.400% 2020 Notes and 4.750% 2025 Notes became the senior unsecured obligations of the Operating Partnership and remain guaranteed by the Company. The Company is also the guarantor of the Operating Partnership’s and its subsidiary borrowers’ obligations under the global revolving credit facility and unsecured term loan.


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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


7. Debt of the Operating Partnership
A summary of outstanding indebtedness of the Operating Partnership as of December 31, 2015 and 2014 is as follows (in thousands):
Indebtedness
Interest Rate at December 31, 2015
 
Maturity Date
 
Principal Outstanding December 31, 2015
 
Principal Outstanding December 31, 2014
 
Global revolving credit facility
Various
(1) 
Nov 3, 2017
 
$
967,884

(2) 
$
525,951

(2) 
Unsecured term loan
Various
(3)(9) 
Apr 16, 2017
 
924,568

(4) 
976,600

(4) 
Unsecured senior notes:
 
 
 
 
 
 
 
 
Prudential Shelf Facility:
 
 
 
 
 
 
 
 
Series C
9.680%
 
Jan 6, 2016
 
25,000

(5) 
25,000

 
Series D
4.570%
 
Jan 20, 2015
 

 
50,000

 
Series E
5.730%
 
Jan 20, 2017
 
50,000

 
50,000

 
Series F
4.500%
 
Feb 3, 2015
 

 
17,000

 
Total Prudential Shelf Facility
 
 
 
 
75,000

 
142,000

 
Senior Notes:
 
 
 
 
 
 
 
 
4.50% notes due 2015
4.500%
 
Jul 15, 2015
 

 
375,000

 
5.875% notes due 2020
5.875%
 
Feb 1, 2020
 
500,000

 
500,000

 
3.40% notes due 2020
3.400%
 
Oct 1, 2020
 
500,000

 

 
5.25% notes due 2021
5.250%
 
Mar 15, 2021
 
400,000

 
400,000

 
3.95% notes due 2022
3.950%
 
Jul 1, 2022
 
500,000

 

 
3.625% notes due 2022
3.625%
 
Oct 1, 2022
 
300,000

 
300,000

 
4.75% notes due 2023
4.750%
 
Oct 13, 2023
 
442,080

(10) 
467,310

(10) 
4.25% notes due 2025
4.250%
 
Jan 17, 2025
 
589,440

(10) 
623,080

(10) 
4.75% notes due 2025
4.750%
 
Oct 1, 2025
 
450,000

 

 
Unamortized discounts
 
 
 
 
(17,914
)
 
(15,632
)
 
Total senior notes, net of discount
 
 
 
 
3,663,606

 
2,649,758

 
Total unsecured senior notes, net of discount
 
 
 
 
3,738,606

 
2,791,758

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage loans:
 
 
 
 
 
 
 
 
200 Paul Avenue 1-4 (7)
5.74%
 
Oct 8, 2015
 

 
68,665

 
2045 & 2055 Lafayette Street (7)
5.93%
 
Feb 6, 2017
 
61,437

 
62,563

 
34551 Ardenwood Boulevard 1-4 (7)
5.95%
 
Nov 11, 2016
 
50,477

 
51,339

 
1100 Space Park Drive (7)
5.89%
 
Dec 11, 2016
 
50,423

 
51,295

 
600 West Seventh Street
5.80%
 
Mar 15, 2016
 
46,000

(6) 
47,825

 
150 South First Street (7)
6.30%
 
Feb 6, 2017
 
48,484

 
49,316

 
2334 Lundy Place (7)
5.96%
 
Nov 11, 2016
 
36,714

 
37,340

 
8025 North Interstate 35
4.09%
 
Mar 6, 2016
 
5,789

(8) 
6,057

 
731 East Trade Street
8.22%
 
Jul 1, 2020
 
3,420

 
3,836

 
Unamortized net premiums
 
 
 
 
439

 
582

 
Total mortgage loans, including premiums
 
 
 
 
303,183

 
378,818

 
Total indebtedness
 
 
 
 
$
5,934,241

 
$
4,673,127

 

 
(1)
The interest rate for borrowings under the global revolving credit facility equals the applicable index plus a margin of 110 basis points, which is based on the credit rating of our long-term debt. An annual facility fee of 20 basis points,

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


which is based on the credit rating of our long-term debt, is due and payable quarterly on the total commitment amount of the facility. Two six-month extensions are available, which we may exercise if certain conditions are met.
(2)
Balances as of December 31, 2015 and December 31, 2014 are as follows (balances, in thousands):
Denomination of Draw
Balance as of December 31, 2015
 
Weighted-average
interest rate
 
Balance as of December 31, 2014
 
Weighted-average
interest rate
Floating Rate Borrowing (a)
 
 
 
 
 
 
 
U.S. dollar ($)
$
274,000

 
1.46
%
 
$
90,000

 
1.27
%
British pound sterling (£)
95,784

(c)
1.61
%
 
132,716

 
1.61
%
Euro (€)
280,565

(c)
0.90
%
 
58,071

(d)
1.13
%
Australian dollar (AUD)
96,831

(c)
3.16
%
 
72,676

(d)
3.74
%
Hong Kong dollar (HKD)
86,082

(c)
1.33
%
 
79,336

(d)
1.34
%
Japanese yen (JPY)
14,304

(c)
1.15
%
 
13,201

(d)
1.17
%
Singapore dollar (SGD)
49,132

(c)
1.92
%
 
6,565

 

Canadian dollar (CAD)
71,186

(c)
1.95
%
 
62,386

(d)
2.39
%
Total
$
967,884

 
1.53
%
 
$
514,951

 
1.84
%
Base Rate Borrowing (b)
 
 
 
 
 
 
 
U.S. dollar ($)
$

 
%
 
$
11,000

 
3.35
%
Total borrowings
$
967,884

 
1.53
%
 
$
525,951

 
1.87
%

  
(a)
The interest rates for floating rate borrowings under the global revolving credit facility equal the applicable index plus a margin of 110 basis points, which is based on the credit rating of our long-term debt.
(b)
The interest rates for base rate borrowings under the global revolving credit facility equal the U.S. Prime Rate plus a margin of 10 basis points, which is based on the credit rating of our long-term debt.
(c)
Based on exchange rates of $1.47 to £1.00, $1.09 to €1.00, $0.73 to 1.00 AUD, $0.13 to 1.00 HKD, $0.01 to 1.00 JPY, $0.70 to 1.00 SGD and $0.72 to 1.00 CAD, respectively, as of December 31, 2015.
(d)
Based on exchange rates $1.56 to £1.00, of $1.21 to €1.00, $0.82 to 1.00 AUD, $0.13 to 1.00 HKD, $0.01 to 1.00 JPY, $0.75 to 1.00 SGD and $0.86 to 1.00 CAD, respectively, as of December 31, 2014.
(3)
Interest rates are based on our current senior unsecured debt ratings and are 120 basis points over the applicable index for floating rate advances. Two six-month extensions are available, which we may exercise if certain conditions are met.
(4)
Balances as of December 31, 2015 and December 31, 2014 are as follows (balances, in thousands):
Denomination of Draw
Balance as of December 31, 2015
 
Weighted-average
interest rate
 
Balance as of December 31, 2014
 
Weighted-average
interest rate
 
U.S. dollar ($)
$
410,905

  
1.51
%
(b)
$
410,905

  
1.36
%
(d)
Singapore dollar (SGD)
161,070

(a)
2.16
%
(b)
172,426

(c)
1.45
%
(d)
British pound sterling (£)
178,195

(a)
1.78
%
 
188,365

(c)
1.76
%
 
Euro (€)
99,061

(a)
1.00
%
 
120,375

(c)
1.22
%
 
Australian dollar (AUD)
75,337

(a)
3.27
%
 
84,529

(c)
3.98
%
 
Total
$
924,568

  
1.76
%
(b)
$
976,600

  
1.66
%
(d)
 
(a)
Based on exchange rates of $0.70 to 1.00 SGD, $1.47 to £1.00, $1.09 to €1.00 and $0.73 to 1.00 AUD, respectively, as of December 31, 2015.

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


(b)
As of December 31, 2015, the weighted-average interest rate reflecting interest rate swaps was 1.90% (U.S. dollar), 2.19% (Singapore dollar) and 1.94% (Total). See Note 14 for further discussion on interest rate swaps.
(c)
Based on exchange rates of $0.75 to 1.00 SGD, $1.56 to £1.00, $1.21 to €1.00 and $0.82 to 1.00 AUD, respectively, as of December 31, 2014.
(d)
As of December 31, 2014, the weighted-average interest rate reflecting interest rate swaps was 1.92% (U.S. dollar), 2.01% (Singapore dollar) and 2.00% (Total). See Note 14 for further discussion on interest rate swaps.
(5)
This note was paid in full at maturity in January 2016.
(6)
This mortgage loan was paid in full in February 2016.
(7)
The respective borrower’s assets and credit are not available to satisfy the debts and other obligations of affiliates or any other person.
(8)
This mortgage loan was paid in full in January 2016
(9)
We have entered into interest rate swap agreements as a cash flow hedge for interest generated by the U.S. dollar and Singapore dollar tranches of the unsecured term loan. See note 14 for further information.
(10)
Based on exchange rate of $1.47 to £1.00 as of December 31, 2015 and $1.56 to £1.00 as of December 31, 2014.

Global Revolving Credit Facility
On August 15, 2013, the Operating Partnership refinanced its then-existing global revolving credit facility, increasing its total borrowing capacity to $2.0 billion from $1.8 billion. The global revolving credit facility had an accordion feature that would enabled us to increase the borrowing capacity of the credit facility to $2.55 billion, subject to the receipt of lender commitments and other conditions precedent. The refinanced facility matured on November 3, 2017, with two six-month extension options available. The interest rate for borrowings under the expanded facility equaled the applicable index plus a margin which was based on the credit ratings of our long-term debt and was 110 basis points. An annual facility fee on the total commitment amount of the facility, based on the credit ratings of our long-term debt, was 20 basis points and was payable quarterly. Funds were available in U.S., Canadian, Singapore, Australian and Hong Kong dollars, as well as Euro, British pound sterling, Swiss franc, Japanese yen and Mexican peso denominations. As of December 31, 2015, interest rates were based on 1-month LIBOR, 1-month GBP LIBOR, 1-month EURIBOR, 1-month BBR, 1-month HIBOR, 1-month JPY LIBOR, 1-month SIBOR and 1-month CDOR plus a margin of 1.10%. The facility also bore a base borrowing rate of 3.35% (USD) which is based on U.S. Prime Rate plus a margin of 0.10%. We have used borrowings under the global revolving credit facility to acquire additional properties, to fund development opportunities and for general working capital and other corporate purposes. As of December 31, 2015, we have capitalized approximately $18.0 million of financing costs related to the global revolving credit facility. As of December 31, 2015, approximately $967.9 million was drawn under this facility and $8.7 million of letters of credit were issued, leaving approximately $0.9 billion available for use.
On January 15, 2016, the Operating Partnership refinanced our global revolving credit facility and entered into a global senior credit agreement for a $2.0 billion senior unsecured revolving credit facility, which we refer to as the 2016 global revolving credit facility, that replaced the $2.0 billion revolving credit facility executed on August 15, 2013, as amended. The 2016 global revolving credit facility provides for borrowings in Australian dollars, British pounds sterling, Canadian dollars, Euros, Hong Kong dollars, Japanese yen, Singapore dollars, and U.S. dollars, and includes the ability to add additional currencies in the future. The 2016 global revolving credit facility has an accordion feature that would enable us to increase the borrowing capacity of the credit facility to $2.5 billion, subject to the receipt of lender commitments and other conditions precedent. The 2016 global revolving credit facility matures on January 15, 2020, with two six-month extension options available.
The 2016 global revolving credit facility contains various restrictive covenants, including limitations on our ability to incur additional indebtedness, make certain investments or merge with another company, and requirements to maintain financial coverage ratios, including with respect to unencumbered assets. In addition, the 2016 global revolving credit facility restricts Digital Realty Trust, Inc. from making distributions to its stockholders, or redeeming or otherwise repurchasing shares of its capital stock, after the occurrence and during the continuance of an event of default, except in limited circumstances including

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


as necessary to enable Digital Realty Trust, Inc. to maintain its qualification as a REIT and to minimize the payment of income or excise tax. As of December 31, 2015, we were in compliance with all of such covenants.
 
Unsecured Term Loan
On August 15, 2013, we refinanced our then-existing senior unsecured multi-currency term loan facility, increasing its total borrowing capacity to $1.0 billion from $750.0 million. Pursuant to the accordion feature, total commitments could be increased to $1.1 billion, subject to the receipt of lender commitments and other conditions precedent. The facility matured on April 16, 2017, with two six-month extension options available. Interest rates were based on our senior unsecured debt ratings and were 120 basis points over the applicable index for floating rate advances. Funds were available in U.S, Singapore and Australian dollars, as well as Euro and British pound sterling denominations with the option to add Hong Kong dollars and Japanese yen upon an accordion exercise. Based on exchange rates in effect at December 31, 2015, the balance outstanding was approximately $1.0 billion. We have used borrowings under the term loan for acquisitions, repayment of indebtedness, development, working capital and general corporate purposes. The covenants under this loan are consistent with our global revolving credit facility and, as of December 31, 2015, we were in compliance with all of such covenants. As of December 31, 2015, we have capitalized approximately $8.4 million of financing costs related to the unsecured term loan.
On January 15, 2016, the Operating Partnership refinanced the senior unsecured multi-currency term loan facility and entered into a term loan agreement which governs (i) a $1.25 billion 5-year senior unsecured term loan (the “5-Year Term Loan”) and (ii) a $300 million 7-year senior unsecured term loan (the “7-Year Term Loan”). The term loan agreement replaced the $1.0 billion term loan agreement executed on April 16, 2012, as amended. The term loan agreement provides for borrowings in Australian dollars, British pounds sterling, Canadian dollars, Euros, Hong Kong dollars, Japanese yen, Singapore dollars and U.S. dollars. The maturity date of the 5-Year Term Loan is January 15, 2021 and the maturity date of the 7-Year Term Loan is January 15, 2023. In addition, we have the ability from time to time to increase the aggregate size of lending under the Term Loan Agreement from $1.5 billion up to $1.8 billion, subject to receipt of lender commitments and other conditions precedent.
Unsecured Senior Notes
Prudential Shelf Facility
On January 20, 2010, the Operating Partnership closed the sale of $100.0 million aggregate principal amount of its senior unsecured term notes to Prudential Investment Management, Inc. and certain of its affiliates, or, collectively, Prudential, pursuant to a Note Purchase and Private Shelf Agreement, which we refer to as the Prudential shelf facility. The notes were issued in two series referred to as the series D and series E notes. The series D notes had a principal amount of $50.0 million, an interest-only rate of 4.57% per annum and a five-year maturity, and the series E notes have a principal amount of $50.0 million, an interest-only rate of 5.73% per annum and a seven-year maturity. On February 3, 2010, the Operating Partnership closed the sale of an additional $17.0 million aggregate principal amount of its senior unsecured term notes, which we refer to as the series F notes, to Prudential pursuant to the Prudential shelf facility. The series F notes had an interest-only rate of 4.50% per annum and a five-year maturity. We used the proceeds of the series D, series E and series F notes to fund acquisitions, to temporarily repay borrowings under our corporate revolving credit facility, to fund working capital and for general corporate purposes. The sale of the series A ($25.0 million), series B ($33.0 million) and series C ($25.0 million) notes were completed in July 2008, November 2008 and January 2009, respectively. We could prepay the notes of any series, in whole or in part, at any time at a price equal to the principal amount and accrued interest of the notes being prepaid, plus a make-whole provision. On December 8, 2010, the Operating Partnership and Prudential entered into an amendment to the Note Purchase and Private Shelf Agreement, increasing the capacity of the Prudential shelf facility from $200.0 million to $250.0 million. Our ability to make additional issuances of notes under the Prudential shelf facility expired on July 24, 2011, with $50.0 million remaining unissued under the shelf facility. On July 25, 2011, we repaid the $25.0 million of 7.00% Series A unsecured notes under the Prudential shelf facility at maturity. On November 5, 2013, we repaid the $33.0 million of 9.32% Series B unsecured notes under the Prudential shelf facility at maturity. On January 20, 2015 and February 3, 2015, we repaid the $50.0 million of 4.57% Series D unsecured notes and $17.0 million of 4.50% Series F unsecured notes under the Prudential shelf facility at maturity, respectively. As of December 31, 2015 and 2014, there was $75.0 million and $142.0 million of unsecured senior notes outstanding, respectively.
On August 15, 2013, concurrent with the refinancing of the global revolving credit facility, the Operating Partnership and Digital Realty Trust, Inc. and the other subsidiary guarantors set forth therein entered into Amendment No.1to the Amended and Restated Note Purchase and Private Shelf Agreement with Prudential to conform the restrictive and financial covenants of the

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


original Prudential shelf facility that apply to the outstanding Series B, C, D, E and F Notes under the Prudential shelf facility to those in the global revolving credit facility described above and, subject to the completion of specified conditions, to authorize the potential issuance and sale of up to $50.0 million of additional senior unsecured fixed-rate term notes. The Prudential shelf facility contains restrictive covenants that are identical to those in our global revolving credit facility.
Senior Notes
5.875% Notes due 2020
On January 28, 2010, the Operating Partnership issued $500.0 million aggregate principal amount of notes, maturing on February 1, 2020 with an interest rate of 5.875% per annum (the 2020 Notes). The purchase price paid by the initial purchasers was 98.296% of the principal amount. The 2020 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Digital Realty Trust, Inc. Interest on the 2020 Notes is payable on February 1 and August 1 of each year, beginning on August 1, 2010. The net proceeds from the offering after deducting the original issue discount of approximately $8.5 million and underwriting commissions and expenses of approximately $4.4 million was approximately $487.1 million. The 2020 Notes have been reflected net of discount in the consolidated balance sheet.
The indenture governing the 2020 Notes contains certain covenants, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 40% and (3) an interest coverage ratio of greater than 1.50, and also requires us to maintain total unencumbered assets of not less than 150% of the aggregate principal amount of unsecured debt. At December 31, 2015, we were in compliance with each of these financial covenants.
 
We entered into a registration rights agreement whereby the Operating Partnership agreed to conduct an offer to exchange the 2020 Notes for a new series of publicly registered notes with substantially identical terms. If the Operating Partnership did not fulfill certain of its obligations under the registration rights agreement, it would have been required to pay liquidated damages to the holders of the 2020 Notes. No separate contingent obligation was recorded as no liquidated damages became probable. We filed a registration statement with the U.S. Securities and Exchange Commission in June 2010 in connection with the exchange offer, which was declared effective in September 2010. We completed the exchange offer on November 5, 2010.
5.250% Notes due 2021
On March 8, 2011, the Operating Partnership issued $400.0 million aggregate principal amount of notes, maturing on March 15, 2021 with an interest rate of 5.250% per annum (the 2021 Notes). The purchase price paid by the initial purchasers was 99.775% of the principal amount. The 2021 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Digital Realty Trust, Inc. Interest on the 2021 Notes is payable on March 15 and September 15 of each year, beginning on September 15, 2011. The net proceeds from the offering after deducting the original issue discount of approximately $0.9 million and underwriting commissions and expenses of approximately $3.6 million was approximately $395.5 million. The 2021 Notes have been reflected net of discount in the consolidated balance sheet.
The indenture governing the 2021 Notes contains certain covenants, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 40% and (3) an interest coverage ratio of greater than 1.50, and also requires us to maintain total unencumbered assets of not less than 150% of the aggregate principal amount of unsecured debt. At December 31, 2015, we were in compliance with each of these financial covenants.
3.625% Notes due 2022
On September 24, 2012, the Operating Partnership issued $300.0 million in aggregate principal amount of notes, maturing on October 1, 2022 with an interest rate of 3.625% per annum (the 2022 Notes). The purchase price paid by the initial purchasers was 98.684% of the principal amount. The 2022 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Digital Realty Trust, Inc. Interest on the 2022 Notes is payable on April 1 and October 1 of each year, beginning on April 1, 2013. The net proceeds from the offering after deducting the original issue discount of approximately $3.9 million and underwriting commissions and expenses of approximately $3.0 million was

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


approximately $293.1 million. We used the net proceeds from this offering to temporarily repay borrowings under our global revolving credit facility. The 2022 Notes have been reflected net of discount in the consolidated balance sheet.
The indenture governing the 2022 Notes contains certain covenants, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 40% and (3) an interest coverage ratio of greater than 1.50, and also requires us to maintain total unencumbered assets of not less than 150% of the aggregate principal amount of unsecured debt. At December 31, 2015, we were in compliance with each of these financial covenants.
4.750% Notes due 2023
On April 1, 2014, Digital Stout Holding, LLC, a wholly-owned subsidiary of Digital Realty Trust, L.P., issued £300.0 million (or approximately $498.9 million based on the April 1, 2014 exchange rate of £1.00 to $1.66) aggregate principal amount of its 4.750% Guaranteed Notes due 2023, or the 2023 Notes. The 2023 Notes are senior unsecured obligations of Digital Stout Holding, LLC and are fully and unconditionally guaranteed by Digital Realty Trust, Inc. and Digital Realty Trust, L.P. Interest on the 2023 Notes is payable semiannually in arrears at a rate of 4.750% per annum. The 2023 Notes mature on October 13, 2023. The net proceeds from the offering after deducting the original issue discount of approximately $3.0 million and underwriting commissions and estimated expenses of approximately $5.0 million was approximately $490.9 million. We used the net proceeds from this offering to temporarily repay borrowings under our global revolving credit facility. The 2023 Notes have been reflected net of discount in the condensed consolidated balance sheet. The indenture governing the 2023 Notes contains certain covenants, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 40% and (3) an interest coverage ratio of greater than 1.50, and also requires us to maintain total unencumbered assets of not less than 150% of the aggregate principal amount of the unsecured debt. At December 31, 2015, we were in compliance with these financial covenants.
4.250% Notes due 2025
On January 18, 2013, Digital Stout Holding, LLC, a wholly-owned subsidiary of the Operating Partnership, issued £400.0 million (or approximately $634.8 million based on the exchange rate of £1.00 to $1.59 on January 18, 2013) aggregate principal amount of its 4.250% Guaranteed Notes due 2025, or the 2025 Notes. The 2025 Notes are senior unsecured obligations of Digital Stout Holding, LLC and are fully and unconditionally guaranteed by the Company and the Operating Partnership. Interest on the 2025 Notes is payable semiannually in arrears at a rate of 4.250% per annum. The net proceeds from the offering after deducting the original issue discount of approximately $4.8 million and underwriting commissions and estimated expenses of approximately $5.8 million was approximately $624.2 million. We used the net proceeds from this offering to temporarily repay borrowings under our global revolving credit facility. The 2025 Notes have been reflected net of discount in the consolidated balance sheet. The indenture governing the 2025 Notes contains certain covenants, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 40% and (3) an interest coverage ratio of greater than 1.50, and also requires us to maintain total unencumbered assets of not less than 150% of the aggregate principal amount of the unsecured debt. At December 31, 2015, we were in compliance with all of such covenants.
3.950% Notes due 2022
On June 23, 2015, the Operating Partnership issued $500.0 million in aggregate principal amount of notes, maturing on July 1, 2022 with an interest rate of 3.950% per annum (the 3.950% 2022 Notes). The public offering price was 99.236% of the principal amount. The 3.950% 2022 Notes are general unsecured senior obligations of the Operating Partnership, rank equally in right of payment with all other senior unsecured indebtedness of the Operating Partnership and are fully and unconditionally guaranteed by Digital Realty Trust, Inc. Interest on the 3.950% 2022 Notes is payable on January 1 and July 1 of each year, beginning on January 1, 2016. The net proceeds from the offering after deducting the original issue discount of approximately $3.8 million and underwriting commissions and expenses of approximately $4.4 million was approximately $491.8 million. The Operating Partnership has used and will use the net proceeds from the offering of the 3.950% 2022 Notes to fund certain eligible green projects, including the development and redevelopment of such projects. Pending such uses, the Operating Partnership temporarily repaid borrowings under its global revolving credit facility. The 3.950% 2022 Notes have been reflected net of discount in the condensed consolidated balance sheet. The indenture governing the 3.950% 2022 Notes contains certain covenants, including (1) a leverage ratio not to exceed 60%, (2) a secured debt leverage ratio not to exceed 40% and (3) an interest coverage ratio of greater than 1.50, and also requires us to maintain total unencumbered assets of not less than

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


150% of the aggregate principal amount of unsecured debt. At December 31, 2015, we were in compliance with each of these financial covenants.
3.400% Notes due 2020 and 4.750% Notes due 2025
On October 1, 2015, Digital Delta Holdings, LLC, a Delaware limited liability company and wholly owned subsidiary of Digital Realty Trust, Inc., issued $500.0 million aggregate principal amount of its 3.400% Notes due 2020 (the “3.400% 2020 notes”) and $450.0 million aggregate principal amount of its 4.750% Notes due 2025 (the “4.750% 2025 notes” and together with the 3.400% 2020 notes, the “Delta Holdings Notes”), fully and unconditionally guaranteed by Digital Realty Trust, Inc. and Digital Realty Trust, L.P. The terms of the Delta Holdings Notes are governed by an indenture, dated as of October 1, 2015, by and among Digital Delta Holdings, LLC, as issuer, Digital Realty Trust, Inc. and Digital Realty Trust, L.P., as guarantors, and Wells Fargo Bank, National Association, as trustee. The indenture contains various restrictive covenants, including limitations on the ability of Digital Realty Trust, L.P. and its subsidiaries to incur additional indebtedness and requirements to maintain a pool of unencumbered assets.
Digital Delta Holdings, LLC used the net proceeds from the offering to fund a portion of the aggregate purchase price for the Telx Acquisition.
The purchase price paid by the initial purchasers for the 3.400% 2020 notes and 4.750% 2025 notes was 99.777% and 100.000% of the principal amount thereof, respectively. The 3.400% 2020 notes and 4.750% 2025 notes bear interest at 3.400% and 4.750% per annum, respectively. Interest is payable on April 1 and October 1 of each year, beginning April 1, 2016, until the respective maturity dates of October 1, 2020 and October 1, 2025.
Pursuant to the terms of the indenture, within five business days following the consummation of the Telx Acquisition, Digital Delta Holdings, LLC was required to merge with and into Digital Realty Trust, L.P., with Digital Realty Trust, L.P. surviving the merger (the “Operating Partnership Merger”) and to assume Digital Delta Holdings, LLC’s obligations under the Delta Holdings Notes and the related indenture and registration rights agreement by operation of law. The Operating Partnership Merger was consummated on October 13, 2015.
Subsequent to the Operating Partnership Merger, the Notes are the Operating Partnership’s senior unsecured obligations and rank equally in right of payment with all of the Operating Partnership’s other unsecured and unsubordinated indebtedness from time to time outstanding. However, the Delta Holdings Notes are effectively subordinated in right of payment to all of the operating partnership’s existing and future secured indebtedness (to the extent of the collateral securing the same) and to all existing and future liabilities and preferred equity of the Operating Partnership’s subsidiaries. Prior to the completion of the Operating Partnership Merger, Digital Realty Trust, Inc. and the Operating Partnership guaranteed the obligations of the Delta Holdings Notes. Following the completion of the Operating Partnership Merger, the Delta Holdings Notes became the senior unsecured obligations of the Operating Partnership and remained guaranteed by Digital Realty Trust, Inc.
The Delta Holdings Notes will be redeemable in whole at any time or in part from time to time, at the Operating Partnership’s option, at a redemption price equal to the sum of:
 
 
an amount equal to 100% of the principal amount of the Delta Holdings Notes to be redeemed plus accrued and unpaid interest up to, but not including, the redemption date; and
 
 
a make-whole premium calculated in accordance with the indenture.
Notwithstanding the foregoing, if any of the 3.400% 2020 Notes are redeemed on or after September 1, 2020 or if any of the 4.750% 2025 Notes are redeemed on or after July 1, 2025, the redemption price will not include a make-whole premium.


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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014



The table below summarizes our debt maturities and principal payments as of December 31, 2015 (in thousands):
 
 
Global Revolving
Credit Facility(1)
 
Unsecured
Term Loan (1)
 
Prudential
Shelf Facility
 
Senior Notes (2)
 
Mortgage
Loans (3)
 
Total
Debt
2016
$

 
$

 
$
25,000


$

 
$
191,979

 
$
216,979

2017
967,884

 
924,568

 
50,000

 

 
108,395

 
2,050,847

2018

 

 

 

 
593

 
593

2019

 

 

 

 
644

 
644

2020

 

 

 
1,000,000

 
1,133

 
1,001,133

Thereafter

 

 

 
2,681,520

 

 
2,681,520

Subtotal
$
967,884

 
$
924,568

 
$
75,000

 
$
3,681,520

 
$
302,744

 
$
5,951,716

Unamortized discount

 

 

 
(17,914
)
 

 
(17,914
)
Unamortized premium

 

 

 

 
439

 
439

Total
$
967,884

 
$
924,568

 
$
75,000

 
$
3,663,606

 
$
303,183

 
$
5,934,241

 
(1)
Subject to two six -month extension options exercisable by us. The bank group is obligated to grant the extension options provided we give proper notice, we make certain representations and warranties and no default exists under the global revolving credit facility and the unsecured term loan, as applicable.
(2)
On January 6, 2016, we repaid the $25.0 million of 9.68% Series C unsecured notes under the Prudential shelf facility at maturity.
(3)
In January and February 2016, we repaid in full two mortgage loans in the aggregate amount of $51.5 million.
8. Income per Share
The following is a summary of basic and diluted income per share (in thousands, except share and per share amounts):
 
 
Year Ended December 31,
 
2015
 
2014
 
2013
Net income available to common stockholders
$
217,266

 
$
132,718

 
$
271,583

Weighted average shares outstanding—basic
138,247,606

 
133,369,047

 
127,941,134

Potentially dilutive common shares:
 
 
 
 
 
Stock options
20,424

 
30,434

 
61,375

Unvested incentive units
95,746

 
90,449

 
125,132

Market performance-based awards
501,645

 
147,305

 

Weighted average shares outstanding—diluted
138,865,421

 
133,637,235

 
128,127,641

Income per share:
 
 
 
 
 
Basic
$
1.57

 
$
1.00

 
$
2.12

Diluted
$
1.56

 
$
0.99

 
$
2.12








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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014




We have excluded the following potentially dilutive securities in the calculations above as they would be antidilutive or not dilutive:
 
Year Ended December 31,
 
2015
 
2014
 
2013
Weighted average of Operating Partnership common units not owned by Digital Realty Trust, Inc.
2,658,291

 
2,753,614

 
2,521,400

Potentially dilutive 2029 Debentures

 
1,957,963

 
6,649,510

Potentially dilutive Series D Cumulative Convertible
   Preferred Stock

 

 
470,748

Potentially dilutive Series E Cumulative Redeemable Preferred Stock
4,301,438

 
4,956,175

 
5,176,886

Potentially dilutive Series F Cumulative Redeemable Preferred Stock
2,727,962

 
3,143,195

 
3,283,169

Potentially dilutive Series G Cumulative Redeemable Preferred Stock
3,730,042

 
4,297,805

 
3,898,376

Potentially dilutive Series H Cumulative Redeemable Preferred Stock
5,465,987

 
4,320,495

 

Potentially dilutive Series I Cumulative Redeemable Preferred Stock
1,235,063

 

 

 
20,118,783

 
21,429,247

 
22,000,089

9. Income per Unit
The following is a summary of basic and diluted income per unit (in thousands, except unit and per unit amounts):
 
Year Ended December 31,
 
2015
 
2014
 
2013
Net income available to common unitholders
$
220,343

 
$
135,485

 
$
276,949

Weighted average units outstanding—basic
140,905,897

 
136,122,661

 
130,462,534

Potentially dilutive common units:
 
 
 
 
 
Stock options
20,424

 
30,434

 
61,375

Unvested incentive units
95,746

 
90,449

 
125,132

Market performance-based awards
501,645

 
147,305

 

Weighted average units outstanding—diluted
141,523,712

 
136,390,849

 
130,649,041

Income per unit:
 
 
 
 
 
Basic
$
1.56

 
$
1.00

 
$
2.12

Diluted
$
1.55

 
$
0.99

 
$
2.12




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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


We have excluded the following potentially dilutive securities in the calculations above as they would be antidilutive or not dilutive:
 
Year Ended December 31,
 
2015
 
2014
 
2013
Potentially dilutive 2029 Debentures

 
1,957,963

 
6,649,510

Potentially dilutive Series D Cumulative Convertible Preferred Units

 

 
470,748

Potentially dilutive Series E Cumulative Redeemable Preferred Units
4,301,438

 
4,956,175

 
5,176,886

Potentially dilutive Series F Cumulative Redeemable Preferred Units
2,727,962

 
3,143,195

 
3,283,169

Potentially dilutive Series G Cumulative Redeemable Preferred Units
3,730,042

 
4,297,805

 
3,898,376

Potentially dilutive Series H Cumulative Redeemable Preferred Units
5,465,987

 
4,320,495

 

Potentially dilutive Series I Cumulative Redeemable Preferred Units
1,235,063

 

 

 
17,460,492

 
18,675,633

 
19,478,689

10. Income Taxes
Digital Realty Trust, Inc. has elected to be treated and believes that it has been organized and has operated in a manner that has enabled it to qualify as a REIT for federal income tax purposes. As a REIT, Digital Realty Trust, Inc. is generally not subject to corporate level federal income taxes on earnings distributed currently to its stockholders. Since inception, Digital Realty Trust, Inc. has distributed at least 100% of its taxable income annually and intends to do so for the tax year ending December 31, 2015. As such, no provision for federal income taxes has been included in the accompanying consolidated financial statements for the years ended December 31, 2015, 2014 and 2013.
The Operating Partnership is a partnership and is not required to pay federal income tax. Instead, taxable income is allocated to its partners, who include such amounts on their federal income tax returns. As such, no provision for federal income taxes has been included in the Operating Partnership’s accompanying condensed consolidated financial statements.
We have elected taxable REIT subsidiary (“TRS”) status for some of our consolidated subsidiaries. In general, a TRS may provide services that would otherwise be considered impermissible for REITs to provide and may hold assets that REITs cannot hold directly. Income taxes for TRS entities were accrued, as necessary, for the years ended December 31, 2015, 2014 and 2013.
For our TRS entities and foreign subsidiaries that are subject to U.S. federal, state and foreign income taxes, deferred tax assets and liabilities are established for temporary differences between the financial reporting basis and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the temporary differences reverse. A valuation allowance for deferred tax assets is provided if we believe it is more likely than not that the deferred tax asset may not be realized, based on available evidence at the time the determination is made. An increase or decrease in the valuation allowance that results from the change in circumstances that causes a change in our judgment about the realizability of the related deferred tax asset is included in income. Deferred tax assets (net of valuation allowance) and liabilities were accrued, as necessary, for the years ended December 31, 2015, 2014 and 2013. As of December 31, 2015, we had deferred tax liabilities net of deferred tax assets of approximately $131.2 million primarily related to our foreign properties, classified in accounts payable and other accrued expenses in the consolidated balance sheet. The majority of our net deferred tax liability relates to differences between tax basis and book basis of the assets acquired in the Sentrum Portfolio acquisition during 2012. The valuation allowance at December 31, 2015 and 2014 relates primarily to certain foreign jurisdiction and Telx Acquisition net operating loss carryforwards that we do not expect to utilize, and deferred tax assets resulting from certain foreign real estate acquisition costs, which are not depreciated for tax purposes, but are deductible upon ultimate sale of the property. Given the indefinite holding period associated with these assets, realization of these deferred tax assets is not more-likely-than-not as of December 31, 2015 and 2014.

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


Deferred income tax assets and liabilities as of December 31, 2015 and 2014 were as follows (in thousands):
 
 
2015
 
2014
Gross deferred income tax assets:
 
 
 
 
Net operating loss carryforwards
 
$
123,091

 
$
74,285

Basis difference - real estate property
 
103,789

 
42,989

Basis difference - intangibles
 
2,002

 
8,817

Other - temporary differences
 
9,406

 
9,310

Total gross deferred income tax assets
 
238,288

 
135,401

Valuation allowance
 
(35,266
)
 
(23,357
)
Total deferred income tax assets, net of valuation allowance
 
203,022

 
112,044

Gross deferred income tax liabilities:
 
 
 
 
Basis difference - real estate property
 
273,155

 
202,499

Basis difference - intangibles
 
14,374

 
24,712

Straight-line rent
 
14,269

 
15,561

Other-temporary differences
 
32,420

 
7,220

Total gross deferred income tax liabilities
 
334,218

 
249,992

Net deferred income tax liabilities
 
$
131,196

 
$
137,948


11. Equity and Accumulated Other Comprehensive Loss, Net
(a) Equity Distribution Agreements
On June 29, 2011, Digital Realty Trust, Inc. entered into equity distribution agreements, which we refer to as the 2011 Equity Distribution Agreements, with each of Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Morgan Stanley & Co. LLC, or the Agents, under which it could issue and sell shares of its common stock having an aggregate offering price of up to $400.0 million from time to time through, at its discretion, any of the Agents as its sales agents. The sales of common stock made under the 2011 Equity Distribution Agreements will be made in “at the market” offerings as defined in Rule 415 of the Securities Act. To date, Digital Realty Trust, Inc. has generated net proceeds of approximately $342.7 million from the issuance of approximately 5.7 million common shares under the 2011 Equity Distribution Agreements at an average price of $60.35 per share after payment of approximately $3.5 million of commissions to the sales agents and before offering expenses. No sales were made under the program during the years ended December 31, 2015 and 2014. As of December 31, 2015, shares of common stock having an aggregate offering price of $53.8 million remained available for offer and sale under the program.
(b) Redeemable Preferred Stock
7.000% Series E Cumulative Redeemable Preferred Stock
On September 15, 2011, Digital Realty Trust, Inc. issued 11,500,000 shares of its 7.000% series E cumulative redeemable preferred stock, or the series E preferred stock, for net proceeds of $277.2 million, after deducting underwriting discounts and commissions and offering expenses. Dividends are cumulative on the series E preferred stock from the date of original issuance in the amount of $1.750 per share each year, which is equivalent to 7.000% of the $25.00 liquidation preference per share. Dividends on the series E preferred stock are payable quarterly in arrears. The first dividend paid on the series E preferred stock on December 30, 2011 was a pro rata dividend from and including the original issue date to and including December 31, 2011 in the amount of $0.515278 per share. The series E preferred stock does not have a stated maturity date and is not subject to any sinking fund or mandatory redemption provisions. Upon liquidation, dissolution or winding up, the series E preferred stock will rank senior to Digital Realty Trust, Inc. common stock with respect to the payment of distributions and other amounts and rank on parity with Digital Realty Trust, Inc. series F cumulative redeemable, series G cumulative redeemable preferred stock, series

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


H cumulative redeemable preferred stock and series I cumulative redeemable preferred stock. Digital Realty Trust, Inc. is not allowed to redeem the series E preferred stock before September 15, 2016, except in limited circumstances to preserve its status as a REIT and upon specified change of control transactions. On or after September 15, 2016, Digital Realty Trust, Inc. may, at its option, redeem the series E preferred stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such series E preferred stock up to but excluding the redemption date. Holders of the series E preferred stock generally have no voting rights except for limited voting rights if Digital Realty Trust, Inc. fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. Upon the occurrence of specified changes of control, as a result of which neither Digital Realty Trust, Inc.’s common stock nor the common securities of the acquiring or surviving entity (or American Depository Receipts, or ADRs, representing such securities) is listed on the New York Stock Exchange, the NYSE Amex Equities or the NASDAQ Stock Market or listed or quoted on a successor exchange or quotation system, each holder of series E preferred stock will have the right (unless, prior to the change of control conversion date specified in the Articles Supplementary governing the series E preferred stock, Digital Realty Trust, Inc. has provided or provides notice of its election to redeem the series E preferred stock) to convert some or all of the series E preferred stock held by it into a number of shares of Digital Realty Trust, Inc.’s common stock per share of series E preferred stock to be converted equal to the lesser of:
the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the change of control conversion date (unless the change of control conversion date is after a record date for a series E preferred stock dividend payment and prior to the corresponding series E preferred stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the common stock price specified in the Articles Supplementary governing the series E preferred stock; and
0.8378, or the share cap, subject to certain adjustments;
subject, in each case, to provisions for the receipt of alternative consideration as described in the Articles Supplementary governing the series E preferred stock. Except in connection with specified change of control transactions, the series E preferred stock is not convertible into or exchangeable for any other property or securities of Digital Realty Trust, Inc.
6.625% Series F Cumulative Redeemable Preferred Stock
On April 5, 2012 and April 18, 2012, Digital Realty Trust, Inc. issued an aggregate of 7,300,000 shares of its 6.625% series F cumulative redeemable preferred stock, or the series F preferred stock, for net proceeds of $176.2 million, after deducting underwriting discounts and commissions and offering expenses. Dividends are cumulative on the series F preferred stock from the date of original issuance in the amount of $1.65625 per share each year, which is equivalent to 6.625% of the $25.00 liquidation preference per share. Dividends on the series F preferred stock are payable quarterly in arrears. The first dividend paid on the series F preferred stock on June 29, 2012 was a pro rata dividend from and including the original issue date to and including June 30, 2012 in the amount of $0.395660 per share. The series F preferred stock does not have a stated maturity date and is not subject to any sinking fund or mandatory redemption provisions. Upon liquidation, dissolution or winding up, the series F preferred stock will rank senior to Digital Realty Trust, Inc. common stock with respect to the payment of distributions and other amounts and rank on parity with Digital Realty Trust, Inc. series E cumulative redeemable, series G cumulative redeemable preferred stock, series H cumulative redeemable preferred stock and series I cumulative redeemable preferred stock. Digital Realty Trust, Inc. is not allowed to redeem the series F preferred stock before April 5, 2017, except in limited circumstances to preserve its status as a REIT. On or after April 5, 2017, Digital Realty Trust, Inc. may, at its option, redeem the series F preferred stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such series F preferred stock up to but excluding the redemption date. Holders of the series F preferred stock generally have no voting rights except for limited voting rights if Digital Realty Trust, Inc. fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. Upon the occurrence of specified changes of control, as a result of which neither Digital Realty Trust, Inc.’s common stock nor the common securities of the acquiring or surviving entity (or ADRs representing such securities) is listed on the New York Stock Exchange, the NYSE Amex Equities or the NASDAQ Stock Market or listed or quoted on a successor exchange or quotation system, each holder of series F preferred stock will have the right (unless, prior to the change of control conversion date specified in the Articles Supplementary governing the series F preferred stock, Digital Realty Trust, Inc. has provided or provides notice of its election to redeem the series F preferred stock) to convert some or all of the series F preferred

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


stock held by it into a number of shares of Digital Realty Trust, Inc.’s common stock per share of series F preferred stock to be converted equal to the lesser of:

the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the change of control conversion date (unless the change of control conversion date is after a record date for a series F preferred stock dividend payment and prior to the corresponding series F preferred stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the common stock price specified in the Articles Supplementary governing the series F preferred stock; and
0.6843, or the share cap, subject to certain adjustments;
subject, in each case, to provisions for the receipt of alternative consideration as described in the Articles Supplementary governing the series F preferred stock. Except in connection with specified change of control transactions, the series F preferred stock is not convertible into or exchangeable for any other property or securities of Digital Realty Trust, Inc.
5.875% Series G Cumulative Redeemable Preferred Stock
On April 9, 2013, Digital Realty Trust, Inc. issued an aggregate of 10,000,000 shares of its 5.875% series G cumulative redeemable preferred stock, or the series G preferred stock, for gross proceeds of $250.0 million. Dividends are cumulative on the series G preferred stock from the date of original issuance in the amount of $1.46875 per share each year, which is equivalent to 5.875% of the $25.00 liquidation preference per share. Dividends on the series G preferred stock are payable quarterly in arrears. The first dividend paid on the series G preferred stock on June 28, 2013 was a pro rata dividend from and including the original issue date to and including June 30, 2013 in the amount of $0.334550 per share. The series G preferred stock does not have a stated maturity date and is not subject to any sinking fund or mandatory redemption provisions. Upon liquidation, dissolution or winding up, the series G preferred stock will rank senior to Digital Realty Trust, Inc. common stock and rank on parity with Digital Realty Trust, Inc.’s series E cumulative redeemable, series F cumulative redeemable preferred, series H cumulative redeemable preferred stock and series I cumulative redeemable preferred stock with respect to the payment of distributions and other amounts. Digital Realty Trust, Inc. is not allowed to redeem the series G preferred stock before April 9, 2018, except in limited circumstances to preserve its status as a REIT. On or after April 9, 2018, Digital Realty Trust, Inc. may, at its option, redeem the series G preferred stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such series G preferred stock up to but excluding the redemption date. Holders of the series G preferred stock generally have no voting rights except for limited voting rights if Digital Realty Trust, Inc. fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. Upon the occurrence of specified changes of control, as a result of which neither Digital Realty Trust, Inc.’s common stock nor the common securities of the acquiring or surviving entity (or American Depositary Receipts representing such securities) is listed on the New York Stock Exchange, the NYSE MKT, LLC, or the NASDAQ Stock Market or listed or quoted on a successor exchange or quotation system, each holder of series G preferred stock will have the right (unless, prior to the change of control conversion date specified in the Articles Supplementary governing the series G preferred stock, Digital Realty Trust, Inc. has provided or provides notice of its election to redeem the series G preferred stock) to convert some or all of the series G preferred stock held by it into a number of shares of Digital Realty Trust, Inc.’s common stock per share of series G preferred stock to be converted equal to the lesser of:

the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the change of control conversion date (unless the change of control conversion date is after a record date for a series G preferred stock dividend payment and prior to the corresponding series G preferred stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the common stock price specified in the Articles Supplementary governing the series G preferred stock; and
0.7532, or the share cap, subject to certain adjustments;
subject, in each case, to provisions for the receipt of alternative consideration as described in the Articles Supplementary governing the series G preferred stock. Except in connection with specified change of control transactions, the series G preferred stock is not convertible into or exchangeable for any other property or securities of Digital Realty Trust, Inc.


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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


7.375% Series H Cumulative Redeemable Preferred Stock
On March 26, 2014, Digital Realty Trust, Inc. issued 12,000,000 shares of its 7.375% series H cumulative redeemable preferred stock, or the series H preferred stock, for net proceeds of approximately $289.3 million. In addition, on April 7, 2014, Digital Realty Trust, Inc. issued an additional 600,000 shares of series H preferred stock pursuant to a partial exercise of the underwriters’ over-allotment option. Also, on April 7, 2014, Digital Realty Trust, Inc. re-opened and issued an additional 2,000,000 shares of series H preferred stock. Pursuant to these issuances, Digital Realty Trust, Inc. issued a total of 14,600,000 shares of its series H preferred stock, for net proceeds of approximately $353.3 million. Dividends are cumulative on the series H preferred stock from the date of original issuance in the amount of $1.84375 per share each year, which is equivalent to 7.375% of the $25.00 liquidation preference per share. Dividends on the series H preferred stock are payable quarterly in arrears. The first dividend payable on the series H preferred stock on June 30, 2014 was a pro rata dividend from and including the original issue date to and including June 30, 2014 in the amount of $0.48655 per share. The series H preferred stock does not have a stated maturity date and is not subject to any sinking fund or mandatory redemption provisions. Upon liquidation, dissolution or winding up, the series H preferred stock will rank senior to Digital Realty Trust, Inc. common stock and rank on parity with Digital Realty Trust, Inc.’s series E cumulative redeemable preferred stock, series F cumulative redeemable preferred stock, series G cumulative redeemable preferred stock and series I cumulative redeemable preferred stock with respect to the payment of distributions and other amounts. Digital Realty Trust, Inc. is not allowed to redeem the series H preferred stock before March 26, 2019, except in limited circumstances to preserve its status as a REIT. On or after March 26, 2019, Digital Realty Trust, Inc. may, at its option, redeem the series H preferred stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such series H preferred stock up to but excluding the redemption date. Holders of the series H preferred stock generally have no voting rights except for limited voting rights if Digital Realty Trust, Inc. fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. Upon the occurrence of specified changes of control, as a result of which neither Digital Realty Trust, Inc.’s common stock nor the common securities of the acquiring or surviving entity (or American Depositary Receipts representing such securities) is listed on the New York Stock Exchange, the NYSE MKT, LLC or the NASDAQ Stock Market or listed or quoted on a successor exchange or quotation system, each holder of series H preferred stock will have the right (unless, prior to the change of control conversion date specified in the Articles Supplementary governing the series H preferred stock, Digital Realty Trust, Inc. has provided or provides notice of its election to redeem the series H preferred stock) to convert some or all of the series H preferred stock held by it into a number of shares of Digital Realty Trust, Inc.’s common stock per share of series H preferred stock to be converted equal to the lesser of:
the quotient obtained by dividing (i) the sum of the twenty-five dollar liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the change of control conversion date (unless the change of control conversion date is after a record date for a series H preferred stock dividend payment and prior to the corresponding series H preferred stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the common stock price specified in the Articles Supplementary governing the series H preferred stock; and
0.9632, or the share cap, subject to certain adjustments;
subject, in each case, to provisions for the receipt of alternative consideration as described in the Articles Supplementary governing the series H preferred stock. Except in connection with specified change of control transactions, the series H preferred stock is not convertible into or exchangeable for any other property or securities of Digital Realty Trust, Inc.
 
6.350% Series I Cumulative Redeemable Preferred Stock
On August 24, 2015, Digital Realty Trust, Inc. issued 10,000,000 shares of its 6.350% series I cumulative redeemable preferred stock, or the series I preferred stock, for net proceeds of approximately $242.0 million. Digital Realty Trust, Inc. used the net proceeds from the offering to fund a portion of the aggregate purchase price for the Telx Acquisition. Prior to the closing of the Telx Acquisition, Digital Realty Trust, Inc. loaned the net proceeds from the offering to the Operating Partnership. Dividends are cumulative on the series I preferred stock from the date of original issuance in the amount of $1.5875 per share each year, which is equivalent to 6.350% of the $25.00 liquidation preference per share. Dividends on the series I preferred stock are payable quarterly in arrears. The first dividend payable on the series I preferred stock on December 31, 2015 will be a pro rata dividend from and including the original issue date to and including December 31, 2015 in the amount of $0.56003 per share. The series I preferred stock does not have a stated maturity date and is not subject to any sinking fund or mandatory

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


redemption provisions. Upon liquidation, dissolution or winding up, the series I preferred stock will rank senior to Digital Realty Trust, Inc. common stock and rank on parity with Digital Realty Trust, Inc.’s series E preferred stock, series F preferred stock, series G preferred stock and series H preferred stock with respect to the payment of distributions and other amounts. Digital Realty Trust, Inc. is not allowed to redeem the series I preferred stock before August 24, 2020, except in limited circumstances to preserve its status as a REIT. On or after August 24, 2020, Digital Realty Trust, Inc. may, at its option, redeem the Series I Preferred Stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such Series I Preferred Stock up to but excluding the redemption date. Holders of the series I preferred stock generally have no voting rights except for limited voting rights if Digital Realty Trust, Inc. fails to pay dividends for six or more quarterly periods (whether or not consecutive) and in certain other circumstances. Upon the occurrence of specified changes of control, as a result of which neither Digital Realty Trust, Inc.’s common stock nor the common securities of the acquiring or surviving entity (or American Depositary Receipts representing such securities) is listed on the New York Stock Exchange, the NYSE MKT, LLC or the NASDAQ Stock Market or listed or quoted on a successor exchange or quotation system, each holder of series I preferred stock will have the right (unless, prior to the change of control conversion date specified in the Articles Supplementary governing the series I preferred stock, Digital Realty Trust, Inc. has provided or provides notice of its election to redeem the Series I Preferred Stock) to convert some or all of the series I preferred stock held by it into a number of shares of Digital Realty Trust, Inc.’s common stock per share of series I preferred stock to be converted equal to the lesser of:
the quotient obtained by dividing (i) the sum of the $25.00 liquidation preference plus the amount of any accrued and unpaid dividends to, but not including, the change of control conversion date (unless the change of control conversion date is after a record date for a series I preferred Stock dividend payment and prior to the corresponding series I preferred stock dividend payment date, in which case no additional amount for such accrued and unpaid dividend will be included in this sum) by (ii) the common stock price specified in the Articles Supplementary governing the series I preferred stock;
and 0.76231, or the share cap, subject to certain adjustments;
 
subject, in each case, to provisions for the receipt of alternative consideration as described in the Articles Supplementary governing the series I preferred stock. Except in connection with specified change of control transactions, the series I preferred stock is not convertible into or exchangeable for any other property or securities of Digital Realty Trust, Inc.

(d) Noncontrolling Interests in Operating Partnership
Noncontrolling interests in the Operating Partnership relate to the interests that are not owned by Digital Realty Trust, Inc. The following table shows the ownership interest in the Operating Partnership as of December 31, 2015 and 2014:
 
December 31, 2015
 
December 31, 2014
 
Number of
units
 
Percentage
of total
 
Number of
units
 
Percentage
of total
Digital Realty Trust, Inc.
146,384,247

 
98.1
%
 
135,626,255

 
97.8
%
Noncontrolling interests consist of:
 
 
 
 
 
 
 
Common units held by third parties
1,421,314

 
1.0
%
 
1,463,814

 
1.1
%
Incentive units held by employees and directors (see note 13)
1,412,012

 
0.9
%
 
1,549,847

 
1.1
%
 
149,217,573

 
100.0
%
 
138,639,916

 
100.0
%
Limited partners have the right to require the Operating Partnership to redeem part or all of their common units for cash based on the fair market value of an equivalent number of shares of Digital Realty Trust, Inc. common stock at the time of redemption. Alternatively, Digital Realty Trust, Inc. may elect to acquire those common units in exchange for shares of Digital Realty Trust, Inc. common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions and similar events. Pursuant to authoritative accounting guidance, Digital Realty Trust, Inc. evaluated whether it controls the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the share settlement of the noncontrolling Operating Partnership common and incentive units. Based on the results of this analysis, we concluded that the common and incentive Operating Partnership units met the criteria to be classified within equity.

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


The redemption value of the noncontrolling Operating Partnership common units and the vested incentive units was approximately $192.7 million and $179.0 million based on the closing market price of Digital Realty Trust, Inc. common stock on December 31, 2015 and 2014, respectively.

The following table shows activity for the noncontrolling interests in the Operating Partnership for the years ended December 31, 2015, 2014 and 2013:
 
Common
Units
 
Incentive
Units
 
Total
As of December 31, 2012
1,515,814

 
1,335,586

 
2,851,400

Redemption of common units for shares of Digital Realty Trust, Inc. common stock(1)
(24,000
)
 

 
(24,000
)
Conversion of incentive units held by employees and directors for shares of Digital Realty Trust, Inc. common stock(1)

 
(33,138
)
 
(33,138
)
Vesting of Class C Units (2007 Grant)

 
(19,483
)
 
(19,483
)
Grant of incentive units to employees and directors

 
192,242

 
192,242

As of December 31, 2013
1,491,814

 
1,475,207

 
2,967,021

Redemption of common units for shares of Digital Realty Trust, Inc. common stock(1)
(28,000
)
 

 
(28,000
)
Conversion of incentive units held by employees and directors for shares of Digital Realty Trust, Inc. common stock(1)

 
(106,073
)
 
(106,073
)
Cancellation of incentive units held by employees and directors

 
(18,773
)
 
(18,773
)
Grant of incentive units to employees and directors


 
199,486

 
199,486

As of December 31, 2014
1,463,814

 
1,549,847

 
3,013,661

Redemption of common units for shares of Digital Realty Trust, Inc. common stock(1)
(42,500
)
 

 
(42,500
)
Conversion of incentive units held by employees and directors for shares of Digital Realty Trust, Inc. common stock(1)

 
(113,508
)
 
(113,508
)
Cancellation of incentive units held by employees and directors

 
(151,579
)
 
(151,579
)
Grant of incentive units to employees and directors

 
127,252

 
127,252

As of December 31, 2015
1,421,314

 
1,412,012

 
2,833,326

 
(1)
This redemption was recorded as a reduction to noncontrolling interests in the Operating Partnership and an increase to common stock and additional paid in capital based on the book value per unit in the accompanying consolidated balance sheet of Digital Realty Trust, Inc.


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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


(e) Dividends
We have declared and paid the following dividends on our common and preferred stock for the years ended December 31, 2015, 2014 and 2013 (in thousands):
 
Date dividend declared
 
Dividend payable date
 
Series D Preferred Stock
 
Series E Preferred Stock
 
Series F Preferred Stock
 
Series G Preferred Stock
 
Series H Preferred Stock
 
Series I Preferred Stock
 
Common
Stock
 
February 12, 2013
 
March 29, 2013
 
$

(1) 
$
5,031

  
$
3,023

  
$

  
$

  
$

 
$
100,165

(2) 
May 1, 2013
 
June 28, 2013
 

 
5,031

  
3,023

  
3,345

(3) 

  

 
100,169

(2) 
July 23, 2013
 
September 30, 2013
 

  
5,031

  
3,023

  
3,672

  

  

 
100,180

(2) 
October 23, 2013
 
December 31, 2013 for Preferred Stock;
   January 15, 2014 for Common Stock
 

  
5,031

  
3,023

 
3,672

  

  

 
100,187

(2) 
 
 
 
 
$

  
$
20,124

  
$
12,092

  
$
10,689

  
$

  
$

 
$
400,701

  
February 11, 2014
 
March 31, 2014
 
$

  
$
5,031

 
$
3,023

  
$
3,672

  
$

  
$

 
$
106,743

(4) 
April 29, 2014
 
June 30, 2014
 

 
5,031

  
3,023

  
3,672

 
7,104

(5) 

 
112,357

(4) 
July 21, 2014
 
September 30, 2014
 

  
5,031

  
3,023

  
3,672

  
6,730

  

 
112,465

(4) 
November 4, 2014
 
December 31, 2014 for Preferred Stock;
   January 15, 2015 for Common Stock
 

  
5,031

  
3,023

  
3,672

  
6,730

  

 
112,538

(4) 
 
 
 
 
$

  
$
20,124

  
$
12,092

  
$
14,688

  
$
20,564

  
$

 
$
444,103

  
February 25, 2015
 
March 31, 2015
 
$

  
$
5,031

 
$
3,023

  
$
3,672

  
$
6,730

  
$

 
$
115,419

(6) 
May 12, 2015
 
June 30, 2015
 

  
5,031

  
3,023

  
3,672

  
6,730

 

 
115,458

(6) 
August 11, 2015
 
September 30, 2015
 

  
5,031

  
3,023

  
3,672

  
6,730

  

 
115,454

(6) 
November 12, 2015
 
December 31, 2015 for Preferred Stock;
   January 15, 2016 for Common Stock
 

  
5,031

  
3,023

  
3,672

  
6,730

  
5,600

(7) 
124,417

(6) 
 
 
 
 
$

  
$
20,124

  
$
12,092

  
$
14,688

  
$
26,920

  
$
5,600

 
$
470,748

  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual rate of dividend per share
 
$
1.37500

 
$
1.75000

 
$
1.65625

 
$
1.46875

 
$
1.84375

 
$
1.58800

 
 
 
 

(1)
Effective February 26, 2013, Digital Realty Trust, Inc. converted all outstanding shares of its series D preferred stock into shares of its common stock in accordance with the terms of the series D preferred stock. Each share of series D preferred stock was converted into 0.6360 share of common stock of Digital Realty Trust, Inc.
(2)
$3.120 annual rate of dividend per share.
(3)
Represents a pro rata dividend from and including the original issue date to and including June 30, 2013.
(4)
$3.320 annual rate of dividend per share.
(5)
Represents a pro rata dividend from and including the original issue date to and including June 30, 2014.
(6)
$3.400 annual rate of dividend per share.
(7)
Represents a pro rata dividend from and including the original issue date to and including December 31, 2015.
Distributions out of Digital Realty Trust, Inc.’s current or accumulated earnings and profits are generally classified as dividends whereas distributions in excess of its current and accumulated earnings and profits, to the extent of a stockholder’s U.S. federal income tax basis in Digital Realty Trust, Inc.’s stock, are generally classified as a return of capital. Distributions in excess of a stockholder’s U.S. federal income tax basis in Digital Realty Trust, Inc.’s stock are generally characterized as capital gain. Cash provided by operating activities has generally been sufficient to fund all distributions, however, in the future we may also need to utilize borrowings under the global revolving credit facility to fund all or a portion distributions.

151

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


(f) Accumulated Other Comprehensive Income (Loss), Net
The accumulated balances for each item within other comprehensive income (loss), net are as follows (in thousands):
 
Foreign
currency
translation
adjustments
 
Cash  flow
hedge
adjustments
 
Accumulated
other
comprehensive
income (loss), net
Balance as of December 31, 2013
$
11,745

 
$
(1,054
)
 
$
10,691

Net current period change
(51,312
)
 
(7,775
)
 
(59,087
)
Reclassification to interest expense from interest rate swaps

 
3,350

 
3,350

Balance as of December 31, 2014
$
(39,567
)
 
$
(5,479
)
 
$
(45,046
)
Net current period change
(50,775
)
 
(3,338
)
 
(54,113
)
Reclassification to interest expense from interest rate swaps

 
2,569

 
2,569

Balance as of December 31, 2015
$
(90,342
)
 
$
(6,248
)
 
$
(96,590
)
12. Capital and Accumulated Other Comprehensive Income (Loss)
(a) Redeemable Preferred Units
7.000% Series E Cumulative Redeemable Preferred Units
On September 15, 2011, the Operating Partnership issued 11,500,000 units of its 7.000% series E cumulative redeemable preferred units, or series E preferred units, to Digital Realty Trust, Inc. (the General Partner) in conjunction with the General Partner’s issuance of an equivalent number of shares of its 7.000% series E cumulative redeemable preferred stock, or the series E preferred stock. Distributions are cumulative on the series E preferred units from the date of original issuance in the amount of $1.750 per unit each year, which is equivalent to 7.000% of the $25.00 liquidation preference per unit. Distributions on the series E preferred units are payable quarterly in arrears. The first distribution paid on the series E preferred units on December 30, 2011 was a pro rata distribution from and including the original issue date to and including December 31, 2011 in the amount of $0.515278 per unit. The series E preferred units do not have a stated maturity date and are not subject to any sinking fund. The Operating Partnership is required to redeem the series E units in the event that the General Partner redeems the series E preferred stock. The General Partner is not allowed to redeem the series E preferred stock prior to September 15, 2016 except in limited circumstances to preserve the General Partner’s status as a REIT. On or after September 15, 2016, the General Partner may, at its option, redeem the series E preferred stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such series E preferred stock up to but excluding the redemption date. Upon liquidation, dissolution or winding up, the series E preferred units will rank senior to the common units with respect to the payment of distributions and other amounts and rank on parity with the Operating Partnership’s series F, series G, series H and series I preferred units. Except in connection with specified change of control transactions of the General Partner, the series E preferred units are not convertible into or exchangeable for any other property or securities of the Operating Partnership.
6.625% Series F Cumulative Redeemable Preferred Units
On April 5, 2012 and April 18, 2012, the Operating Partnership issued a total of 7,300,000 units of its 6.625% series F cumulative redeemable preferred units, or series F preferred units, to the General Partner in conjunction with the General Partner’s issuance of an equivalent number of shares of its 6.625% series F cumulative redeemable preferred stock, or the series F preferred stock. Distributions are cumulative on the series F preferred units from the date of original issuance in the amount of $1.65625 per unit each year, which is equivalent to 6.625% of the $25.00 liquidation preference per unit. Distributions on the series F preferred units are payable quarterly in arrears. The first distribution paid on the series F preferred units on June 29, 2012 was a pro rata distribution from and including the original issue date to and including June 30, 2012 in the amount of $0.39566 per unit. The series F preferred units do not have a stated maturity date and are not subject to any sinking fund. The Operating Partnership is required to redeem the series F preferred units in the event that the General Partner redeems the series F preferred stock. The General Partner is not allowed to redeem the series F preferred stock prior to April 5, 2017 except in limited circumstances to preserve the General Partner’s status as a REIT. On or after April 5, 2017, the General Partner may, at its option, redeem the series F preferred stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such series F preferred

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


stock up to but excluding the redemption date. Upon liquidation, dissolution or winding up, the series F preferred units will rank senior to the common units with respect to the payment of distributions and other amounts and rank on parity with the Operating Partnership’s series E, series G, series H and series I preferred units. Except in connection with specified change of control transactions of the General Partner, the series F preferred units are not convertible into or exchangeable for any other property or securities of the Operating Partnership.
5.875% Series G Cumulative Redeemable Preferred Units
On April 9, 2013, the Operating Partnership issued a total of 10,000,000 of its 5.875% series G cumulative redeemable preferred units, or series G preferred units, to the General Partner in conjunction with the General Partner’s issuance of an equivalent number of shares of its 5.875% series G cumulative redeemable preferred stock, or the series G preferred stock. Distributions are cumulative on the series G preferred units from the date of original issuance in the amount of $1.46875 per unit each year, which is equivalent to 5.875% of the $25.00 liquidation preference per unit. Distributions on the series G preferred units are payable quarterly in arrears. The first distribution paid on the series G preferred units on June 28, 2013 was a pro rata distribution from and including the original issue date to and including June 30, 2013 in the amount of $0.334550 per unit. The series G preferred units do not have a stated maturity date and are not subject to any sinking fund. The Operating Partnership is required to redeem the series G preferred units in the event that the General Partner redeems the series G preferred stock. The General Partner is not allowed to redeem the series G preferred stock prior to April 9, 2018 except in limited circumstances to preserve the General Partner’s status as a REIT. On or after April 9, 2018, the General Partner may, at its option, redeem the series G preferred stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such series G preferred stock up to but excluding the redemption date. Upon liquidation, dissolution or winding up, the series G preferred units will rank senior to the Operating Partnership’s common units with respect to the payment of distributions and other amounts and rank on parity with the Operating Partnership’s series E, series F, series H and series I preferred units. Except in connection with specified change of control transactions of the General Partner, the series G preferred units are not convertible into or exchangeable for any other property or securities of the Operating Partnership.
7.375% Series H Cumulative Redeemable Preferred Units
On March 26, 2014 and April 7, 2014, the Operating Partnership issued in the aggregate a total of 14,600,000 of its 7.375% series H cumulative redeemable preferred units, or series H preferred units, to the General Partner in conjunction with the General Partner’s issuance of an equivalent number of shares of its 7.375% series H cumulative redeemable preferred stock, or the series H preferred stock. Distributions are cumulative on the series H preferred units from the date of original issuance in the amount of $1.84375 per unit each year, which is equivalent to 7.375% of the $25.00 liquidation preference per unit. Distributions on the series H preferred units are payable quarterly in arrears. The first distribution payable on the series H preferred units on June 30, 2014 was a pro rata distribution from and including the original issue date to and including June 30, 2014 in the amount of $0.48655 per unit. The series H preferred units do not have a stated maturity date and are not subject to any sinking fund. The Operating Partnership is required to redeem the series H preferred units in the event that the General Partner redeems the series H preferred stock. The General Partner is not allowed to redeem the series H preferred stock prior to March 26, 2019 except in limited circumstances to preserve the General Partner’s status as a REIT. On or after March 26, 2019, the General Partner may, at its option, redeem the series H preferred stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such series H preferred stock up to but excluding the redemption date. Upon liquidation, dissolution or winding up, the series H preferred units will rank senior to the Operating Partnership’s common units with respect to the payment of distributions and other amounts and rank on parity with the Operating Partnership’s series E, series F, series G and series I preferred units. Except in connection with specified change of control transactions of the General Partner, the series H preferred units are not convertible into or exchangeable for any other property or securities of the Operating Partnership.

153

Table of Contents

Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


6.350% Series I Cumulative Redeemable Preferred Units
On August 24, 2015, Digital Realty Trust, Inc. (the General Partner) completed an underwritten public offering of 10,000,000 shares of series I cumulative redeemable preferred stock, or series I preferred stock, for net proceeds of approximately $242.0 million after deducting the underwriting discount. The General Partner used the net proceeds from the offering to fund a portion of the aggregate purchase price for the Telx Acquisition. Pending the closing of the Telx Acquisition, the General Partner loaned the net proceeds from the series I preferred stock offering of approximately $242.7 million to the Operating Partnership.  The intercompany note was scheduled to mature on January 11, 2016 with an interest rate of 4.50% per annum.  On October 8, 2015, the Operating Partnership repaid the intercompany note in full, with accrued interest, in the amount of $244.1 million.  On October 13, 2015, in connection with the consummation of the Operating Partnership Merger, the Operating Partnership issued to the General Partner 10,000,000 series I cumulative redeemable preferred units, or series I preferred units, with substantially identical terms as the series I preferred stock. Distributions are cumulative on the series I preferred units from the date of original issuance in the amount of $1.5875 per unit each year, which is equivalent to 6.350% of the $25.00 liquidation preference per unit. Distributions on the series I preferred units are payable quarterly in arrears. The first distribution payable on the series I preferred units on December 31, 2015 was a pro rata distribution from and including the original issue date to and including December 31, 2015 in the amount of $0.56003 per unit. The series I preferred units do not have a stated maturity date and are not subject to any sinking fund. The Operating Partnership is required to redeem the series I preferred units in the event that the General Partner redeems the series I preferred stock. The General Partner is not allowed to redeem the series I preferred stock prior to August 24, 2020 except in limited circumstances to preserve the General Partner’s status as a REIT. On or after August 24, 2020, the General Partner may, at its option, redeem the series I preferred stock, in whole or in part, at any time or from time to time, for cash at a redemption price of $25.00 per share, plus all accrued and unpaid dividends on such series I preferred stock up to but excluding the redemption date. Upon liquidation, dissolution or winding up, the series I preferred units will rank senior to the Operating Partnership’s common units with respect to the payment of distributions and other amounts and rank on parity with the Operating Partnership’s series E, series F, series G and series H preferred units. Except in connection with specified change of control transactions of the General Partner, the series I preferred units are not convertible into or exchangeable for any other property or securities of the Operating Partnership.
(b) Allocations of Net Income and Net Losses to Partners
Except for special allocations to holders of profits interest units described below in note 13(a) under the heading “Incentive Plan-Long-Term Incentive Units,” the Operating Partnership’s net income will generally be allocated to the General Partner to the extent of the accrued preferred return on its preferred units, and then to the General Partner and the Operating Partnership’s limited partners in accordance with the respective percentage interests in the common units issued by the Operating Partnership. Net loss will generally be allocated to the General Partner and the Operating Partnership’s limited partners in accordance with the respective common percentage interests in the Operating Partnership until the limited partner’s capital is reduced to zero and any remaining net loss would be allocated to the General Partner. However, in some cases, losses may be disproportionately allocated to partners who have guaranteed our debt. The allocations described above are subject to special allocations relating to depreciation deductions and to compliance with the provisions of Sections 704(b) and 704(c) of the Code, and the associated Treasury Regulations.
(c) Partnership Units
Limited partners have the right to require the Operating Partnership to redeem part or all of their common units for cash based on the fair market value of an equivalent number of shares of the General Partner’s common stock at the time of redemption. Alternatively, the General Partner may elect to acquire those common units in exchange for shares of the General Partner’s common stock on a one-for-one basis, subject to adjustment in the event of stock splits, stock dividends, issuance of stock rights, specified extraordinary distributions and similar events. Pursuant to authoritative accounting guidance, the Operating Partnership evaluated whether it controls the actions or events necessary to issue the maximum number of shares that could be required to be delivered under the share settlement of the limited partners’ common units and the vested incentive units. Based on the results of this analysis, the Operating Partnership concluded that the common and vested incentive Operating Partnership units met the criteria to be classified within capital.
The redemption value of the limited partners’ common units and the vested incentive units was approximately $192.7 million and $179.0 million based on the closing market price of Digital Realty Trust, Inc.’s common stock on December 31, 2015 and 2014, respectively.

(d) Distributions

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


All distributions on our units are at the discretion of Digital Realty Trust, Inc.’s board of directors. We have declared and paid the following distributions on our common and preferred units for the years ended December 31, 2015, 2014 and 2013 (in thousands):
 
Date distribution 
declared
 
Distribution payable date
 
Series D Preferred Units
 
Series E Preferred Units
 
Series F Preferred Units
 
Series G Preferred Units
 
Series H Preferred Units
 
Series I Preferred Units
 
Common
Units
 
February 12, 2013
 
March 29, 2013
 
$

(1) 
$
5,031

 
$
3,023

 
$

 
$

 
$

 
$
102,506

(2) 
May 1, 2013
 
June 28, 2013
 

 
5,031

 
3,023

 
3,345

(3) 

 

 
102,507

(2) 
July 23, 2013
 
September 30, 2013
 

 
5,031

 
3,023

 
3,672

 

 

 
102,506

(2) 
October 23, 2013
 
December 31, 2013 for Preferred Units;
   January 15, 2014 for Common Units
 

 
5,031

 
3,023

 
3,672

 

 

 
102,509

(2) 
 
 
 
 
$

 
$
20,124

 
$
12,092

 
$
10,689

 
$

 
$

 
$
410,028

 
February 11, 2014
 
March 31, 2014
 
$

 
$
5,031

 
$
3,023

 
$
3,672

 
$

 
$

 
$
109,378

(4) 
April 29, 2014
 
June 30, 2014
 

 
5,031

 
3,023

 
3,672

 
7,104

(5) 

 
115,008

(4) 
July 21, 2014
 
September 30, 2014
 

 
5,031

 
3,023

 
3,672

 
6,730

 

 
115,012

(4) 
November 4, 2014
 
December 31, 2014 for Preferred Units;
   January 15, 2015 for Common Units
 

 
5,031

 
3,023

 
3,672

 
6,730

 

 
115,016

(4) 
 
 
 
 
$

 
$
20,124

 
$
12,092

 
$
14,688

 
$
20,564

 
$

 
$
454,414

 
February 25, 2015
 
March 31, 2015
 
$

 
$
5,031

 
$
3,023

 
$
3,672

 
$
6,730

 
$

 
$
117,896

(6) 
May 12, 2015
 
June 30, 2015
 

 
5,031

 
3,023

 
3,672

 
6,730

 

 
117,938

(6) 
August 11, 2015
 
September 30, 2015
 

 
5,031

 
3,023

 
3,672

 
6,730

 

 
117,962

(6) 
November 12, 2015
 
December 31, 2015 for Preferred Units;
   January 15, 2016 for Common Units
 

 
5,031

 
3,023

 
3,672

 
6,730

 
5,600

(7) 
126,827

(6) 
 
 
 
 
$

 
$
20,124

 
$
12,092

 
$
14,688

 
$
26,920

 
$
5,600

 
$
480,623

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Annual rate of distribution per unit
 
 
 
$1.375
 
$1.750
 
$1.656
 
$1.469
 
$1.844
 
$1.588
 
 
 

(1)
Effective February 26, 2013, in connection with the conversion of the series D preferred stock by Digital Realty Trust, Inc., all of the outstanding series D preferred units were converted into common units in accordance with the terms of the series D preferred units. Each series D preferred unit was converted into 0.6360 common unit of the Operating Partnership.
(2)
$3.120 annual rate of distribution per unit.
(3)
Represents a pro rata distribution from and including the original issue date to and including June 30, 2013.
(4)
$3.320 annual rate of distribution per unit.
(5)
Represents a pro rata distribution from and including the original issue date to and including June 30, 2014.
(6)
$3.400 annual rate of distribution per unit.
(7)
Represents a pro rata distribution from and including the original issue date to and including December 31, 2015.

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Index to Financial Statements
DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


(f) Accumulated Other Comprehensive Income (Loss)
The accumulated balances for each item within other comprehensive income (loss) are as follows (in thousands):
 
Foreign
currency
translation
adjustments
 
Cash  flow
hedge
adjustments
 
Accumulated
other
comprehensive
income (loss)
Balance as of December 31, 2013
$
10,235

 
$
(1,778
)
 
$
8,457

Net current period change
(52,373
)
 
(7,936
)
 
(60,309
)
Reclassification to interest expense from interest rate swaps

 
3,419

 
3,419

Balance as of December 31, 2014
$
(42,138
)
 
$
(6,295
)
 
$
(48,433
)
Net current period change
(51,745
)
 
(3,407
)
 
(55,152
)
Reclassification to interest expense from interest rate swaps

 
2,621

 
2,621

Balance as of December 31, 2015
$
(93,883
)
 
$
(7,081
)
 
$
(100,964
)
13. Incentive Plan
Our Amended and Restated 2004 Incentive Award Plan (as defined below) previously provided for the grant of incentive awards to employees, directors and consultants. Awards issuable under the Amended and Restated 2004 Incentive Award Plan included stock options, restricted stock, dividend equivalents, stock appreciation rights, long-term incentive units, cash performance bonuses and other incentive awards. Only employees were eligible to receive incentive stock options under the Amended and Restated 2004 Incentive Award Plan. Initially, we reserved a total of 4,474,102 shares of common stock for issuance pursuant to the Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (the 2004 Incentive Award Plan), subject to certain adjustments set forth in the 2004 Incentive Award Plan. On May 2, 2007, Digital Realty Trust, Inc.’s stockholders approved the First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (as amended, the Amended and Restated 2004 Incentive Award Plan). The Amended and Restated 2004 Incentive Award Plan increased the aggregate number of shares of stock which could have been issued or transferred under the plan by 5,000,000 shares to a total of 9,474,102 shares, and provided that the maximum number of shares of stock with respect to awards granted to any one participant during a calendar year was 1,500,000 shares and the maximum amount that could have been paid in cash during any calendar year with respect to any performance-based award not denominated in stock or otherwise for which the foregoing limitation would not be an effective limitation for purposes of Section 162(m) of the Code was $10.0 million.
On April 28, 2014, Digital Realty Trust, Inc. held its 2014 Annual Meeting of Stockholders, or the 2014 Annual Meeting, at which the Company’s stockholders approved the Digital Realty Trust, Inc., Digital Services, Inc., and Digital Realty Trust, L.P. 2014 Incentive Award Plan (as amended, the 2014 Incentive Award Plan), which had been previously adopted by the Board of Directors and recommended to the stockholders for approval by the Company’s Board of Directors. The 2014 Incentive Award Plan became effective and replaced the Amended and Restated 2004 Incentive Award Plan as of the date of such stockholder approval. The material features of the 2014 Incentive Award Plan are described in our definitive Proxy Statement filed on March 19, 2014 in connection with the 2014 Annual Meeting.
As of December 31, 2015, 4,737,954 shares of common stock or awards convertible into or exchangeable for common stock remained available for future issuance under the 2014 Incentive Award Plan. Each long-term incentive unit and each Class D Unit issued under the 2014 Incentive Award Plan counts as one share of common stock for purposes of calculating the limit on shares that may be issued under the 2014 Incentive Award Plan and the individual award limits set forth therein.
(a) Long-Term Incentive Units
Long-term incentive units, which are also referred to as profits interest units, may be issued to eligible participants for the performance of services to or for the benefit of the Operating Partnership. Long-term incentive units (other than Class D Units), whether vested or not, will receive the same quarterly per unit distributions as Operating Partnership common units, which equal the per share distributions on Digital Realty Trust, Inc. common stock. Initially, long-term incentive units do not have full parity with common units with respect to liquidating distributions. If such parity is reached, vested long-term incentive units

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


may be converted into an equal number of common units of the Operating Partnership at any time, and thereafter enjoy all the rights and privileges of common units of the Operating Partnership, including redemption rights.
In order to achieve full parity with common units, long-term incentive units must be fully vested and the holder’s capital account balance in respect of such long-term incentive units must be equal to the capital account balance of a holder of an equivalent number of common units. The capital account balance attributable to each common unit is generally expected to be the same, in part because of the amount credited to a partner’s capital account upon the partner’s contribution of property to the Operating Partnership, and in part because the partnership agreement provides, in most cases, that allocations of income, gain, loss and deduction (which will adjust the partner’s capital accounts) are to be made to the common units on a proportionate basis. As a result, with respect to a number of long-term incentive units, it is possible to determine the capital account balance of an equivalent number of common units by multiplying the number of long-term incentive units by the capital account balance with respect to a common unit.
A partner’s initial capital account balance is equal to the amount the partner paid (or contributed to the Operating Partnership) for the partner’s units and is subject to subsequent adjustments, including with respect to the partner’s share of income, gain or loss of the Operating Partnership. Because a holder of long-term incentive units generally will not pay for the long-term incentive units, the initial capital account balance attributable to such long-term incentive units will be zero. However, the Operating Partnership is required to allocate income, gain, loss and deduction to the partner’s capital accounts in accordance with the terms of the partnership agreement, subject to applicable Treasury Regulations. The partnership agreement provides that holders of long-term incentive units will receive special allocations of gain in the event of a sale or “hypothetical sale” of assets of the Operating Partnership prior to the allocation of gain to Digital Realty Trust, Inc. or other limited partners with respect to their common units. The amount of any such allocation will, to the extent of any such gain, be equal to the difference between the capital account balance of a holder of long-term incentive units attributable to such units and the capital account balance attributable to an equivalent number of common units. If and when such gain allocation is fully made, a holder of long-term incentive units will have achieved full parity with holders of common units. To the extent that, upon an actual sale or a “hypothetical sale” of the Operating Partnership’s assets as described above, there is not sufficient gain to allocate to a holder’s capital account with respect to long-term incentive units, or if such sale or “hypothetical sale” does not occur, such units will not achieve parity with common units.
The term “hypothetical sale” refers to circumstances that are not actual sales of the Operating Partnership’s assets but that require certain adjustments to the value of the Operating Partnership’s assets and the partners’ capital account balances. Specifically, the partnership agreement provides that, from time to time, in accordance with applicable Treasury Regulations, the Operating Partnership will adjust the value of its assets to equal their respective fair market values, and adjust the partners’ capital accounts, in accordance with the terms of the partnership agreement, as if the Operating Partnership sold its assets for an amount equal to their value. Such adjustments will generally be made upon the liquidation of the Operating Partnership, the acquisition of an additional interest in the Operating Partnership by a new or existing partner in exchange for more than a de minimis capital contribution, the distribution by the Operating Partnership to a partner of more than a de minimis amount of partnership property as consideration for an interest in the Operating Partnership, the grant of an interest in the Operating Partnership (other than a de minimis interest) as consideration for the performance of services to or for the benefit of the Operating Partnership (including the grant of a long-term incentive unit), and at such other times as may be desirable or required to comply with the Treasury Regulations.
Below is a summary of our long-term incentive unit activity for the year ended December 31, 2015.
Unvested Long-term Incentive Units
Units
 
Weighted-Average
Grant Date Fair
Value
Unvested, beginning of period
314,415

 
$
59.34

Granted
127,252

 
66.99

Vested
(143,898
)
 
59.65

Cancelled or expired
(16,878
)
 
58.13

Unvested, end of period
280,891

 
62.72

Excluding the impact of our former Chief Executive Officer's equity acceleration in 2014 and subsequent cancellation in 2015, the expense recorded for the years ended December 31, 2015, 2014 and 2013 related to long-term incentive units was

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


approximately $5.9 million, $12.6 million and $8.9 million, respectively. We capitalized amounts relating to compensation expense of employees direct and incremental to construction and successful leasing activities of approximately $1.2 million, $1.7 million and $1.6 million for the years ended December 31, 2015, 2014 and 2013, respectively. Unearned compensation representing the unvested portion of the long-term incentive units totaled $9.9 million and $9.3 million as of December 31, 2015 and 2014, respectively. We expect to recognize this unearned compensation over the next 2.4 years on a weighted average basis.
(b) Market Performance-Based Awards

During the years ended December 31, 2015 and 2014, the Compensation Committee of the Board of Directors of the Company approved the grant of market performance-based Class D Units of the Operating Partnership and market performance-based restricted stock units, or RSUs, covering shares of the Company’s common stock (collectively, the “awards”), under the Amended and Restated 2004 Incentive Award Plan and 2014 Incentive Plan, as applicable, to officers and employees of the Company.
The awards, which were determined to contain a market condition, utilize total shareholder return, or TSR, over a three-year measurement period as the market performance metric. Awards will vest based on the Company’s TSR relative to the MSCI US REIT Index, or RMS, over a three-year market performance period, or the Market Performance Period, commencing in January 2014 or January 2015, as applicable (or, if earlier, ending on the date on which a change in control of the Company occurs), subject to continued services. Vesting with respect to the market condition is measured based on the difference between the Company’s TSR percentage and the TSR percentage of the RMS, or the RMS Relative Market Performance. In the event that the RMS Relative Market Performance during the Market Performance Period is achieved at the “threshold,” “target” or “high” level as set forth below, the awards will become vested as to the market condition with respect to the percentage of Class D units or RSUs, as applicable, set forth below:
Level
RMS Relative
Market Performance (2014 Awards)
RMS Relative
Market Performance (2015 Awards)
Market
Performance
Vesting
Percentage
Below Threshold Level
< 0 basis points
< -300 basis points
0
%
Threshold Level
0 basis points
-300 basis points
25
%
Target Level
325 basis points
100 basis points
50
%
High Level
> 650 basis points
> 500 basis points
100
%
If the RMS Relative Market Performance falls between the levels specified above, the percentage of the award that will vest with respect to the market condition will be determined using straight-line linear interpolation between such levels.
Following the completion of the Market Performance Period, the 2014 awards that have satisfied the market condition, if any, will vest 50% on February 27, 2017 and 50% on February 27, 2018, subject to continued employment through each applicable vesting date. Following the completion of the Market Performance Period, the 2015 awards that have satisfied the market condition, if any, will vest 50% on February 27, 2018 and 50% on February 27, 2019, subject to continued employment through each applicable vesting date.
Service-based vesting will be accelerated, in full or on a pro rata basis, in the event of a change in control, termination of employment by the Company without cause, or termination of employment by the award recipient for good reason, death, disability or retirement, in any case, prior to the completion of the Market Performance Period. However, vesting with respect to the market condition will continue to be measured based on RMS Relative Market Performance during the three-year Market Performance Period (or, in the case of a change in control, shortened Market Performance Period).
The fair values of the 2014 awards and 2015 awards were measured using a Monte Carlo simulation to estimate the probability of the market vesting condition being satisfied. The Company’s achievement of the market vesting condition is contingent on its TSR over a three-year market performance period, relative to the total shareholder return of the RMS. The Monte Carlo simulation is a probabilistic technique based on the underlying theory of the Black-Scholes formula, which was run for 100,000 trials to determine the fair value of the awards. For each trial, the payoff to an award is calculated at the

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


settlement date and is then discounted to the grant date at a risk-free interest rate. The total expected value of the awards on the grant date was determined by multiplying the average value per award over all trials by the number of awards granted. Assumptions used in the 2014 valuation include expected stock price volatility of 33 percent and a risk-free interest rate of 0.67 percent. Assumptions used in the 2015 valuation include expected stock price volatility of 24 percent and a risk-free interest rate of 1.00 percent. These valuations were performed in a risk-neutral framework, so no assumption was made with respect to an equity risk premium.
As of December 31, 2015, 1,148,991 Class D Units and 368,878 market performance-based RSUs had been awarded to our executive officers and other employees. The number of units granted reflects the maximum number of Class D units or market performance-based RSUs, as applicable, which will become vested assuming the achievement of the highest level of RMS Relative Market Performance under the awards and, in the case of the Class D units, also includes dividend equivalent units. The fair value of these awards of approximately $34.3 million will be recognized as compensation expense on a straight-line basis over the expected service period of approximately four years. The unearned compensation as of December 31, 2015 and 2014 was $17.8 million and $9.5 million, respectively, net of cancellations. As of December 31, 2015, none of the above awards had vested. We recognized compensation expense related to these awards of approximately $4.1 million and $3.0 million in the years ended December 31, 2015 and 2014, respectively. We capitalized amounts relating to compensation expense of employees directly engaged in construction and leasing activities of approximately $4.1 million and $1.4 million for the years ended December 31, 2015 and 2014, respectively. If the market conditions are not met, at the end of the applicable performance periods, the unamortized amount will be recognized as an expense at that time.

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014



(c) Stock Options

The following table summarizes the Amended and Restated 2004 Incentive Award Plan’s stock option activity for the year ended December 31, 2015:
 
Year Ended December 31, 2015
 
Shares
 
Weighted average
exercise price
Options outstanding, beginning of period
80,933

 
$
37.25

Exercised
(29,311
)
 
30.58

Options outstanding, end of period
51,622

 
$
41.04

Exercisable, end of period
51,622

 
$
41.04

The following table summarizes information about stock options outstanding and exercisable as of December 31, 2015:
Options outstanding and exercisable
Exercise price
Number
outstanding
 
Weighted
average
remaining
contractual
life (years)
 
Weighted
average
exercise
price
 
Aggregate
intrinsic
value
$33.18
4,175

 
0.84
 
$
33.18

 
$
177,187

$41.73
47,447

 
1.34
 
41.73

 
1,607,979

 
51,622

 
1.30
 
$
41.04

 
$
1,785,166

(d) Restricted Stock
Below is a summary of our restricted stock activity for the year ended December 31, 2015.
Unvested Restricted Stock
Shares
 
Weighted-Average
Grant Date Fair
Value
Unvested, beginning of period
302,298

 
$
57.10

Granted (1)
109,780

 
66.90

Vested
(99,988
)
 
59.57

Cancelled or expired
(41,376
)
 
56.85

Unvested, end of period
270,714

 
60.20

(1)
All restricted stock awards granted in 2015 are subject only to service conditions.
The grant date fair values, which equal the market price of Digital Realty Trust, Inc. common stock on the grant date, are being expensed on a straight-line basis for service awards over the vesting period of the restricted stock, which ranges from three to four years.
 The expense recorded for the years ended December 31, 2015, 2014 and 2013 related to grants of restricted stock was approximately $2.5 million, $2.5 million and $2.7 million, respectively. We capitalized amounts relating to compensation expense of employees direct and incremental to construction and successful leasing activities of approximately $2.7 million, $2.7 million and $2.5 million for the years ended December 31, 2015, 2014 and 2013, respectively. Unearned compensation representing the unvested portion of the restricted stock totaled $10.4 million and $10.4 million as of December 31, 2015 and 2014, respectively. We expect to recognize this unearned compensation over the next 2.4 years on a weighted average basis.

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


(e) 401(k) Plan
We have a 401(k) plan whereby our employees may contribute a portion of their compensation to their respective retirement accounts, in an amount not to exceed the maximum allowed under the Code. The 401(k) Plan complies with Internal Revenue Service requirements as a 401(k) Safe Harbor Plan whereby matching contributions made by us are 100% vested. The aggregate cost of our contributions to the 401(k) Plan was approximately $3.4 million, $2.8 million, and $2.4 million for the years ended December 31, 2015, 2014 and 2013, respectively.
14. Derivative Instruments
Currently, we use interest rate swaps to manage our interest rate risk. The valuation of these instruments is determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the market standard methodology of netting the discounted future fixed cash receipts (or payments) and the discounted expected variable cash payments (or receipts). The variable cash payments (or receipts) are based on an expectation of future interest rates (forward curves) derived from observable market interest rate curves.
To comply with the provisions of fair value accounting guidance, we incorporate credit valuation adjustments to appropriately reflect both our own nonperformance risk and the respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of our derivative contracts for the effect of nonperformance risk, we have considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts, and guarantees.
Although we have determined that the majority of the inputs used to value our derivatives fall within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with our derivatives utilize Level 3 inputs, such as estimates of current credit spreads to evaluate the likelihood of default by us and our counterparties. However, as of December 31, 2015, we have assessed the significance of the impact of the credit valuation adjustments on the overall valuation of our derivative positions and have determined that the credit valuation adjustments are not significant to the overall valuation of our derivatives. As a result, we have determined that our derivative valuations in their entirety are classified in Level 2 of the fair value hierarchy. We do not have any fair value measurements on a recurring basis using significant unobservable inputs (Level 3) as of December 31, 2015 or December 31, 2014.
Cash Flow Hedges of Interest Rate Risk
Our objectives in using interest rate derivatives are to add stability to interest expense and to manage our exposure to interest rate movements related to US LIBOR, GBP LIBOR and EURIBOR based mortgage loans as well as the U.S. LIBOR and SGD-SOR based tranches of the unsecured term loan. To accomplish this objective, we primarily use interest rate swaps as part of our interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount.
We record all our interest rate swaps on the consolidated balance sheet at fair value. In determining the fair value of our interest rate swaps, we consider the credit risk of our counterparties. These counterparties are generally larger financial institutions engaged in providing a variety of financial services. These institutions generally face similar risks regarding adverse changes in market and economic conditions, including, but not limited to, fluctuations in interest rates, exchange rates, equity and commodity prices and credit spreads. The current and pervasive disruptions in the financial markets have heightened the risks to these institutions.
Our agreements with some of our derivative counterparties provide that (1) we could be declared in default on our derivative obligations if repayment of any of our indebtedness over $75.0 million is accelerated by the lender due to our default on the indebtedness and (2) we could be declared in default on a certain derivative obligation if we default on any of our indebtedness, including a default where repayment of underlying indebtedness has not been accelerated by the lender.
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is recorded in accumulated other comprehensive income (loss) and is subsequently reclassified into earnings in the period that the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


hedged forecasted transaction affects earnings. During 2015, such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. The fair value of these derivatives was $1.1 million and ($2.4) million at December 31, 2015 and December 31, 2014, respectively. The ineffective portion of the change in fair value of the derivatives is recognized directly in earnings. During the year ended December 31, 2014, we recognized an increase to earnings of approximately $0.8 million related to the ineffective portion of our forward-starting swap. During the years ended December 31, 2015 and 2013, there were no ineffective portions to our interest rate swaps.
Amounts reported in accumulated other comprehensive loss related to interest rate swaps will be reclassified to interest expense as interest payments are made on our debt. As of December 31, 2015, we estimate that an additional $0.7 million will be reclassified as an increase to interest expense during the year ending December 31, 2016, when the hedged forecasted transactions impact earnings.
As of December 31, 2015 and December 31, 2014, we had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk (in thousands):
Notional Amount
 
 
 
 
 
 
 
 
 
Fair Value at Significant Other
Observable Inputs (Level 2)
As of
December 31,
2015
 
As of
December 31,
2014
 
Type of
Derivative
 
Strike
Rate
 
Effective Date
 
Expiration
Date
 
As of
December 31,
2015
 
As of
December 31,
2014
Currently-paying contracts
 
 
 
 
 
 
 
 
 
 
$
335,905

(1)
$
410,905

(1)
Swap
 
0.717

 
Various
 
Various
 
$
(357
)
 
$
(241
)
133,579

(2)
142,965

(2)
Swap
 
0.925

 
July 17, 2012
 
April 18, 2017
 
1,500

 
669

469,484

 
553,870

 
 
 
 
 
 
 
 
 
1,143

 
428

Forward-starting contracts
 
 
 
 
 
 
 
 
 
 

(3)
150,000

 
Forward-starting Swap
 
2.091

 
July 15, 2014
 
July 15, 2019
 

 
(2,837
)
Total
 
 
 
 
 
 
 
 
 
 
 
 
$
469,484

 
$
703,870

 
 
 
 
 
 
 
 
 
$
1,143

 
$
(2,409
)

 
(1)
Represents the U.S. dollar tranche of the unsecured term loan.
(2)
Represents a portion of the Singapore dollar tranche of the unsecured term loan. Translation to U.S. dollars is based on exchange rate of $0.70 to 1.00 SGD as of December 31, 2015 and $0.75 to 1.00 SGD as of December 31, 2014.
(3)
In January 2014, we entered into a forward-starting five-year swap contract to protect the Company against adverse fluctuations in interest rates by reducing its exposure to variability in cash flows relating to interest payments on a forecasted issuance of debt. The accrual period of the swap contract was designed to match the tenor of the planned debt issuance. In the fourth quarter of 2014, changes in the forecasted transaction resulted in the discontinuation of cash flow hedge accounting. As such, changes in the fair value of the forward starting swap were recognized in earnings, within the other income (expense) line item.  During 2014, the total net gain recognized on the forward-starting swap was approximately $0.8 million, and on January 13, 2015, we cash settled the forward starting swap for approximately $5.7 million, including accrued interest.

15. Fair Value of Instruments
We disclose fair value information about all financial instruments, whether or not recognized in the consolidated balance sheets, for which it is practicable to estimate fair value. Current accounting guidance requires the Company to disclose fair value information about all financial instruments, whether or not recognized in the balance sheets, for which it is practicable to estimate fair value.

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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


The Company’s disclosures of estimated fair value of financial instruments at December 31, 2015 and December 31, 2014 were determined using available market information and appropriate valuation methods. Considerable judgment is necessary to interpret market data and develop estimated fair value. The use of different market assumptions or estimation methods may have a material effect on the estimated fair value amounts.
The carrying amounts for cash and cash equivalents, restricted cash, accounts and other receivables, accounts payable and other accrued liabilities, accrued dividends and distributions, security deposits and prepaid rents approximate fair value because of the short-term nature of these instruments. As described in note 14, the interest rate swaps are recorded at fair value.
We calculate the fair value of our mortgage loans, unsecured term loan, unsecured senior notes and exchangeable senior debentures based on currently available market rates assuming the loans are outstanding through maturity and considering the collateral and other loan terms. In determining the current market rate for fixed rate debt, a market spread is added to the quoted yields on federal government treasury securities with similar maturity dates to our debt. The carrying value of our global revolving credit facility approximates fair value, due to the variability of interest rates.
As of December 31, 2015 and December 31, 2014, the aggregate estimated fair value and carrying value of our global revolving credit facility, unsecured term loan, unsecured senior notes, exchangeable senior debentures and mortgage loans were as follows (in thousands):
 
Categorization
under the fair value
hierarchy
 
As of December 31, 2015
 
As of December 31, 2014
 
Estimated Fair Value
 
Carrying Value
 
Estimated Fair Value
 
Carrying Value
Global revolving credit facility (1)
Level 2
 
$
967,884

 
$
967,884

 
$
525,951

 
$
525,951

Unsecured term loan (2)
Level 2
 
924,568

 
924,568

 
976,600

 
976,600

Unsecured senior notes (3)(4)
Level 2
 
3,868,979

 
3,738,606

 
2,968,073

 
2,791,758

Mortgage loans (3)
Level 2
 
313,717

 
303,183

 
399,569

 
378,818

 
 
 
$
6,075,148

 
$
5,934,241

 
$
4,870,193

 
$
4,673,127


(1)
The carrying value of our global revolving credit facility approximates estimated fair value, due to the variability of interest rates and the stability of our credit rating.
(2)
The carrying value of our unsecured term loan approximates estimated fair value, due to the variability of interest rates and the stability of our credit rating.
(3)
Valuations for our unsecured senior notes and mortgage loans are determined based on the expected future payments discounted at risk-adjusted rates. The 2020 Notes, 3.400% 2020 Notes, 2021 Notes, 3.950% 2022 Notes, 3.625% 2022 Notes, 2023 Notes, 4.750% 2025 Notes and 2025 Notes are valued based on quoted market prices.
(4)
The carrying value of the 2015 Notes, 2020 Notes, 3.400% 2020 Notes, 2021 Notes, 2022 Notes, 3.950% 2022 Notes, 2023 Notes and 2025 Notes are net of discount of $17.9 million and $15.6 million in the aggregate as of December 31, 2015 and December 31, 2014, respectively.
16. Tenant Leases
The future minimum lease payments to be received (excluding operating expense reimbursements) by us as of December 31, 2015, under non-cancelable operating leases are as follows (in thousands):
2016
$
1,379,451

2017
1,260,324

2018
1,125,712

2019
988,289

2020
769,150

Thereafter
2,948,210

Total
$
8,471,136


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DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014




17. Commitments and Contingencies
(a) Operating Leases
We have a ground lease obligation on 2010 East Centennial Circle that expires in 2082. After February 2036, rent for the remaining term of the 2010 East Centennial Circle ground lease will be determined based on a fair market value appraisal of the property and, as result, rent after February 2036 is excluded from the minimum commitment information below.
We have ground leases on Paul van Vlissingenstraat 16 that expires in 2054, Chemin de l’Epinglier 2 that expires in 2074, Clonshaugh Industrial Estate I and II that expires in 2981, Manchester Technopark that expires in 2125, 29A International Business Park that expires in 2038, Gyroscoopweg 2E-2F, which has a continuous ground lease and will be adjusted on January 1, 2042, and Naritaweg 52, which has a continuous ground lease. In late 2011, we executed a lease for a new location for our headquarters, which began in May 2012, with a lease term of 12 years with an option to extend the lease for an additional five years. We also have operating leases at 111 8th Avenue (2nd and 6th floors), 8100 Boone Boulevard, 111 8th Avenue (3rd and 7th floors) and 410 Commerce Boulevard, which expire in June 2024, September 2017, February 2022 and December 2026, respectively. The lease at 111 8th Avenue (2ndand 6th floors) has an option to extend the lease until June 2034 and the lease at 111 8th Avenue (3rd and 7th floors) has an option to extend the lease until February 2032. The leases at 8100 Boone Boulevard and 410 Commerce Boulevard have no extension options. As part of the Telx Acquisition, Telx leases certain operating facilities, offices, and equipment under various lease agreements expiring during the years ending December 2016 through December 2037.
We have a fully prepaid ground lease on 2055 E. Technology Circle that expires in 2083. We have a fully prepaid ground lease on Cateringweg 5 that expires in 2059. The ground lease at Naritaweg 52 has been prepaid through December 2036.
Rental expense for these leases was approximately $24.6 million, $16.2 million, and $23.1 million for the years ended December 31, 2015, 2014 and 2013 respectively. In 2013, a non-cash $10.0 million straight-line rent expense adjustment was recorded in rental property operating and maintenance expenses related to a lease amendment executed in September 2010, $7.5 million of this amount related to prior years. This adjustment was deemed to be immaterial to both the current year and prior year financial statements taken as a whole.
The minimum commitment under these leases, excluding the fully prepaid ground leases, as of December 31, 2015 was as follows (in thousands):
2016
$
54,713

2017
62,581

2018
65,417

2019
69,709

2020
72,433

Thereafter
699,590

Total
$
1,024,443

(b) Contingent liabilities
As part of the 29A International Business Park asset acquisition in 2010, the seller could earn additional consideration based on future net operating income growth in excess of certain performance targets, as defined in the agreements for the acquisition. The earnout contingency expires in November 2020. The maximum amount that could be earned by the seller is $50.0 million SGD (or approximately $35.2 million based on the exchange rate as of December 31, 2015). As of December 31, 2014, $12.6 million had been accrued related to this earnout agreement, which was subsequently paid in 2015. During 2015, the remaining performance targets were achieved and the Company accrued an additional $19.4 million. The remaining earnout payments will be made in 2016 and 2020 per the terms of the earnout agreement. The amounts accrued have been discounted

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


based on their expected payment date and capitalized to building and improvements as the original purchase was accounted for as an asset acquisition.
One of the tenants at our Convergence Business Park property has an option to expand as part of their lease agreement, which expires in April 2017. As part of this option, development activities were not permitted on specifically identified expansion space within the property until April 2014. From April 2014 through April 2017, the tenant has the right of first refusal on any third party’s bona fide offer to buy the adjacent land. If the tenant exercises their option, we may either construct and lease to the tenant an additional shell building on the expansion space at a stipulated rate of return on cost or sell the existing building and the expansion space to the tenant for a price of approximately $24.0 million and $225,000 per square acre, respectively, plus additional adjustments as provided in the lease.
As part of the acquisition of the Sentrum Portfolio, the seller could earn additional consideration based on future net returns on vacant space to be developed, but not currently leased, as defined in the purchase agreement for the acquisition. The initial estimate of fair value of the contingent consideration liability was approximately £56.5 million (or approximately $87.6 million based on the exchange rate as of July 11, 2012, the acquisition date). We have adjusted the contingent consideration to fair value at each reporting date with changes in fair value recognized in operating income. During the year ended December 31, 2015, we reduced the fair value by approximately £30.3 million. The adjustment was the result of an evaluation by management that no additional leases would be executed for vacant space by July 11, 2015, the contingency expiration date. The final payment on the earnout was made in August 2015. We made earnout payments of approximately £0.7 million (or approximately $1.1 million based on the exchange rates as of the date of each payment) during the year ended December 31, 2015. During the year ended December 31, 2014, we made earnout payments of approximately £6.2 million (or approximately $10.3 million based on the exchange rates as of the date of each payment). From the acquisition date through December 31, 2015, we have made earnout payments of approximately £23.8 million (or approximately $37.2 million based on the exchange rates as of the date of each payment). The earn-out contingency expired in July 2015. The change in fair value of contingent consideration for Sentrum was recorded as a reduction to operating expense of approximately $43.0 million, $8.4 million and $1.8 million for the years ended December 31, 2015, 2014 and 2013, respectively.
(c) Construction Commitments
Our properties require periodic investments of capital for tenant-related capital expenditures and for general capital improvements and from time to time in the normal course of our business, we enter into various construction contracts with third parties that may obligate us to make payments. At December 31, 2015, we had open commitments related to construction contracts of approximately $157.6 million.
(d) Legal Proceedings
Although the Company is involved in legal proceedings arising in the ordinary course of business, as of December 31, 2015, the Company is not currently a party to any legal proceedings nor, to its knowledge, is any legal proceeding threatened against it that it believes would have a material adverse effect on its financial position, results of operations or liquidity.

 

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


18. Quarterly Financial Information (Digital Realty Trust, Inc.) (unaudited)
The tables below reflect selected quarterly information for the years ended December 31, 2015 and 2014. Certain amounts have been reclassified to conform to the current year presentation (in thousands, except per share amounts).
 
Three Months Ended
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
Total operating revenues
$
500,443

 
$
435,989

 
$
420,295

 
$
406,609

Net income (loss)
(16,573
)
 
57,842

 
137,997

 
122,325

Net income (loss) attributable to Digital Realty Trust, Inc.
(15,983
)
 
56,978

 
135,511

 
120,183

Preferred stock dividends
24,056

 
18,456

 
18,456

 
18,455

Net income (loss) available to common stockholders
(40,039
)
 
38,522

 
117,055

 
101,728

Basic net income (loss) per share available to
common stockholders
$
(0.28
)
 
$
0.28

 
$
0.86

 
$
0.75

Diluted net income (loss) per share available to
common stockholders
$
(0.28
)
 
$
0.28

 
$
0.86

 
$
0.75

 
 
 
 
 
 
 
 
 
Three Months Ended
 
December 31,
2014
 
September 30,
2014
 
June 30,
2014
 
March 31,
2014
Total operating revenues
$
412,216

 
$
412,186

 
$
401,446

 
$
390,590

Net income (loss)
(34,795
)
 
130,161

 
61,332

 
46,717

Net income (loss) attributable to
Digital Realty Trust, Inc.
(33,813
)
 
127,769

 
60,339

 
45,912

Preferred stock dividends
18,455

 
18,455

 
18,829

 
11,726

Net income (loss) available to common stockholders
(52,268
)
 
109,314

 
41,510

 
34,186

Basic net income (loss) per share available to
common stockholders
$
(0.39
)
 
$
0.81

 
$
0.31

 
$
0.27

Diluted net income (loss) per share available to
common stockholders
$
(0.39
)
 
$
0.80

 
$
0.31

 
$
0.26


 

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DIGITAL REALTY TRUST, INC. AND SUBSIDIARIES
DIGITAL REALTY TRUST, L.P. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
December 31, 2015 and 2014


19. Quarterly Financial Information (Digital Realty Trust, L.P.) (unaudited)
The tables below reflect selected quarterly information for the years ended December 31, 2015 and 2014. Certain amounts have been reclassified to conform to the current year presentation (in thousands, except per unit amounts).
 
Three Months Ended
 
December 31,
2015
 
September 30,
2015
 
June 30,
2015
 
March 31,
2015
Total operating revenues
$
500,443

 
$
435,989

 
$
420,295

 
$
406,609

Net income
(16,785
)
 
56,689

 
137,997

 
122,325

Net income attributable to Digital Realty Trust, L.P.
(16,903
)
 
56,572

 
137,888

 
122,209

Preferred unit distributions
24,056

 
18,456

 
18,456

 
18,455

Net income available to common unitholders
(40,959
)
 
38,116

 
119,432

 
103,754

Basic net income per unit available to common unitholders
$
(0.28
)
 
$
0.28

 
$
0.86

 
$
0.75

Diluted net income per unit available to common unitholders
$
(0.28
)
 
$
0.27

 
$
0.86

 
$
0.75

 
 
 
 
 
 
 
 
 
Three Months Ended
 
December 31,
2014
 
September 30,
2014
 
June 30,
2014
 
March 31,
2014
Total operating revenues
$
412,216

 
$
412,186

 
$
401,446

 
$
390,590

Net income
(34,795
)
 
130,161

 
61,332

 
46,717

Net income attributable to Digital Realty Trust, L.P.
(34,908
)
 
130,041

 
61,212

 
46,605

Preferred unit distributions
18,455

 
18,455

 
18,829

 
11,726

Net income available to common unitholders
(53,363
)
 
111,586

 
42,383

 
34,879

Basic net income per unit available to common unitholders
$
(0.39
)
 
$
0.81

 
$
0.31

 
$
0.27

Diluted net income per unit available to common unitholders
$
(0.39
)
 
$
0.80

 
$
0.31

 
$
0.26

20. Subsequent Events
In addition to other subsequent events discussed elsewhere within the footnotes, the following subsequent events warranted disclosure:

On January 21, 2016, the operating partnership closed on the sale of 47700 Kato Road and 1055 Page Avenue, two adjacent non-data center properties totaling 199,000 square feet in Fremont, California for $37.5 million. The sale generated net proceeds of $35.8 million, and we will recognize a gain on the sale of approximately $1.2 million in the first quarter of 2016. The properties were identified as held for sale as of December 31, 2015. 47700 Kato Road and 1055 Page Avenue were not a significant component of our U.S. portfolio nor does the sale represent a significant shift in the Company's strategy.

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On February 17, 2016, the Company declared the following dividends per share. The Operating Partnership will make an equivalent distribution per unit.
Share / Unit Class
Series E
Preferred Stock
and Unit
 
Series F
Preferred Stock
and Unit
 
Series G
Preferred Stock
and Unit
 
Series H
Preferred Stock
and Unit
 
Series I Preferred Stock and Unit
 
Common stock
and common unit
Dividend and distribution amount
$
0.437500

 
$
0.414063

 
$
0.367188

 
$
0.460938

 
$
0.396875

 
$
0.880000

Dividend and distribution payable date
March 31, 2016

 
March 31, 2016

 
March 31, 2016

 
March 31, 2016

 
March 31, 2016

 
March 31, 2016

Dividend and distribution payable to holders of record on
March 15, 2016

 
March 15, 2016

 
March 15, 2016

 
March 15, 2016

 
March 15, 2016

 
March 15, 2016

Annual equivalent rate of dividend and distribution
$
1.750

 
$
1.656

 
$
1.469

 
$
1.844

 
$
1.588

 
$
3.520




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DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
SCHEDULE III
PROPERTIES AND ACCUMULATED DEPRECIATION
December 31, 2015
(In thousands)

 
Metropolitan
Area
 
Encumbrances
 
Initial costs
 
Costs capitalized
subsequent to
acquisition
 
Total costs
 
Accumulated
depreciation
and
amortization
 
Date of
acquisition
or
construction
 
Acquisition
(A) or
construction
(C)
Land
 
Acquired
ground
lease
 
Buildings and
improvements
 
Improvements
 
Carrying
costs
 
Land
 
Acquired
ground
lease
 
Buildings and
improvements
 
Total
 
PROPERTIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
36 NE 2nd Street
Miami
 

 
1,942

 

 
24,184

 
11,693

 

 
1,942

 

 
35,877

 
37,819

 
(13,839
)
 
2002
 
(A)
2323 Bryan Street
Dallas
 

 
1,838

 

 
77,604

 
48,808

 

 
1,838

 

 
126,412

 
128,250

 
(55,285
)
 
2002
 
(A)
300 Boulevard East
New York
 

 
5,140

 

 
48,526

 
61,457

 

 
5,140

 

 
109,983

 
115,123

 
(56,085
)
 
2002
 
(A)
2334 Lundy Place
Silicon Valley
 
36,714

 
3,607

 

 
23,008

 
67

 

 
3,607

 

 
23,075

 
26,682

 
(9,201
)
 
2002
 
(A)
34551 Ardenwood Boulevard 1-4
Silicon Valley
 
50,477

 
15,330

 

 
32,419

 
9,076

 

 
15,330

 

 
41,495

 
56,825

 
(15,684
)
 
2003
 
(A)
2440 Marsh Lane
Dallas
 

 
1,477

 

 
10,330

 
71,942

 

 
1,477

 

 
82,272

 
83,749

 
(48,495
)
 
2003
 
(A)
2010 East Centennial Circle
Phoenix
 

 

 
1,477

 
16,472

 
57

 

 

 
1,322

 
16,529

 
17,851

 
(6,443
)
 
2003
 
(A)
375 Riverside Parkway
Atlanta
 

 
1,250

 

 
11,578

 
31,507

 

 
1,250

 

 
43,085

 
44,335

 
(23,110
)
 
2003
 
(A)
4849 Alpha Road
Dallas
 

 
2,983

 

 
10,650

 
42,867

 

 
2,983

 

 
53,517

 
56,500

 
(21,289
)
 
2004
 
(A)
600 West Seventh Street
Los Angeles
 
46,000

 
18,478

 

 
50,824

 
55,587

 

 
18,478

 

 
106,411

 
124,889

 
(53,335
)
 
2004
 
(A)
2045 & 2055 LaFayette Street
Silicon Valley
 
61,437

 
6,065

 

 
43,817

 
20

 

 
6,065

 

 
43,837

 
49,902

 
(16,221
)
 
2004
 
(A)
11830 Webb Chapel Road
Dallas
 

 
5,881

 

 
34,473

 
2,102

 

 
5,881

 

 
36,575

 
42,456

 
(14,300
)
 
2004
 
(A)
150 South First Street
Silicon Valley
 
48,484

 
2,068

 

 
29,214

 
1,495

 

 
2,068

 

 
30,709

 
32,777

 
(10,742
)
 
2004
 
(A)
200 Paul Avenue
San Francisco
 

 
14,427

 

 
75,777

 
81,780

 

 
14,427

 

 
157,557

 
171,984

 
(64,231
)
 
2004
 
(A)
1100 Space Park Drive
Silicon Valley
 
50,423

 
5,130

 

 
18,206

 
34,478

 

 
5,130

 

 
52,684

 
57,814

 
(26,014
)
 
2004
 
(A)
3015 Winona Avenue
Los Angeles
 

 
6,534

 

 
8,356

 
6

 

 
6,534

 

 
8,362

 
14,896

 
(3,280
)
 
2004
 
(A)
1125 Energy Park Drive
Minneapolis
 

 
2,775

 

 
10,761

 
(5,701
)
 
(5,900
)
 
2,775

 

 
5,060

 
7,835

 
(3,890
)
 
2005
 
(A)
350 East Cermak Road
Chicago
 

 
8,466

 

 
103,232

 
225,410

 

 
8,620

 

 
328,488

 
337,108

 
(164,451
)
 
2005
 
(A)

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DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
SCHEDULE III
PROPERTIES AND ACCUMULATED DEPRECIATION- (Continued)
December 31, 2015
(In thousands)


 
Metropolitan
Area
 
Encumbrances
 
Initial costs
 
Costs capitalized
subsequent to
acquisition
 
Total costs
 
Accumulated
depreciation
and
amortization
 
Date of
acquisition
or
construction
 
Acquisition
(A) or
construction
(C)
Land
 
Acquired
ground
lease
 
Buildings and
improvements
 
Improvements
 
Carrying
costs
 
Land
 
Acquired
ground
lease
 
Buildings and
improvements
 
Total
 
PROPERTIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
8534 Concord Center Drive
Denver
 

  
2,181

 

 
11,561

 
121

 

 
2,181

 

 
11,682

 
13,863

 
(4,599
)
 
2005
 
(A)
2401 Walsh Street
Silicon Valley
 

  
5,775

 

 
19,267

 
37

 

 
5,775

 

 
19,304

 
25,079

 
(6,933
)
 
2005
 
(A)
2403 Walsh Street
Silicon Valley
 

  
5,514

 

 
11,695

 
48

 

 
5,514

 

 
11,743

 
17,257

 
(4,500
)
 
2005
 
(A)
200 North Nash Street
Los Angeles
 

  
4,562

 

 
12,503

 
232

 

 
4,562

 

 
12,735

 
17,297

 
(5,313
)
 
2005
 
(A)
731 East Trade Street
Charlotte
 
3,847


1,748

 

 
5,727

 
249

 

 
1,748

 

 
5,976

 
7,724

 
(2,043
)
 
2005
 
(A)
113 North Myers
Charlotte
 

  
1,098

 

 
3,127

 
2,059

 

 
1,098

 

 
5,186

 
6,284

 
(2,013
)
 
2005
 
(A)
125 North Myers
Charlotte
 

  
1,271

 

 
3,738

 
6,175

 

 
1,271

 

 
9,913

 
11,184

 
(6,519
)
 
2005
 
(A)
Paul van Vlissingenstraat 16
Amsterdam
 

  

 

 
15,255

 
23,791

 

 

 

 
39,046

 
39,046

 
(12,872
)
 
2005
 
(A)
600-780 S. Federal
Chicago
 

  
7,849

 

 
27,881

 
33,536

 

 
7,849

 

 
61,417

 
69,266

 
(13,488
)
 
2005
 
(A)
115 Second Avenue
Boston
 

  
1,691

 

 
12,569

 
11,556

 

 
1,691

 

 
24,125

 
25,816

 
(12,957
)
 
2005
 
(A)
Chemin de l’Epinglier 2
Geneva
 

  

 

 
20,071

 
(1,584
)
 

 

 

 
18,487

 
18,487

 
(6,300
)
 
2005
 
(A)
7500 Metro Center Drive
Austin
 

  
1,177

 

 
4,877

 
67,500

 

 
1,177

 

 
72,377

 
73,554

 
(5,775
)
 
2005
 
(A)
3 Corporate Place
New York
 

  
2,124

 

 
12,678

 
127,334

 

 
2,124

 

 
140,012

 
142,136

 
(67,989
)
 
2005
 
(A)
4025 Midway Road
Dallas
 

  
2,196

 

 
14,037

 
28,627

 

 
2,196

 

 
42,664

 
44,860

 
(24,747
)
 
2006
 
(A)
Clonshaugh Industrial Estate
Dublin
 

  

 
1,444

 
5,569

 
2,625

 

 

 
90

 
8,194

 
8,284

 
(4,793
)
 
2006
 
(A)
6800 Millcreek Drive
Toronto
 

  
1,657

 

 
11,352

 
2,279

 

 
1,657

 

 
13,631

 
15,288

 
(5,337
)
 
2006
 
(A)
101 Aquila Way
Atlanta
 

  
1,480

 

 
34,797

 
52

 

 
1,480

 

 
34,849

 
36,329

 
(11,827
)
 
2006
 
(A)
12001 North Freeway
Houston
 

  
6,965

 

 
23,492

 
145,311

 

 
6,965

 

 
168,803

 
175,768

 
(34,400
)
 
2006
 
(A)
120 E Van Buren
Phoenix
 

  
4,524

 

 
157,822

 
106,684

 

 
4,524

 

 
264,506

 
269,030

 
(101,945
)
 
2006
 
(A)

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DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
SCHEDULE III
PROPERTIES AND ACCUMULATED DEPRECIATION- (Continued)
December 31, 2015
(In thousands)


 
Metropolitan
Area
 
Encumbrances
 
Initial costs
 
Costs capitalized
subsequent to
acquisition
 
Total costs
 
Accumulated
depreciation
and
amortization
 
Date of
acquisition
or
construction
 
Acquisition
(A) or
construction
(C)
Land
 
Acquired
ground
lease
 
Buildings and
improvements
 
Improvements
 
Carrying
costs
 
Land
 
Acquired
ground
lease
 
Buildings and
improvements
 
Total
 
PROPERTIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gyroscoopweg 2E-2F
Amsterdam
 

 

 

 
13,450

 
(2,011
)
 

 

 

 
11,439

 
11,439

 
(3,978
)
 
2006
 
(A)
Clonshaugh Industrial Estate II
Dublin
 

 

 

 

 
75,735

 

 

 

 
75,735

 
75,735

 
(32,367
)
 
2006
 
(C)
600 Winter Street
Boston
 

 
1,429

 

 
6,228

 
456

 

 
1,429

 

 
6,684

 
8,113

 
(1,898
)
 
2006
 
(A)
2300 NW 89th Place
Miami
 

 
1,022

 

 
3,767

 
19

 

 
1,022

 

 
3,786

 
4,808

 
(1,450
)
 
2006
 
(A)
2055 East Technology Circle
Phoenix
 

 

 

 
8,519

 
27,522

 

 

 

 
36,041

 
36,041

 
(21,882
)
 
2006
 
(A)
114 Rue Ambroise Croizat
Paris
 

 
12,261

 

 
34,051

 
65,181

 

 
9,533

 

 
101,960

 
111,493

 
(39,419
)
 
2006
 
(A)
Unit 9, Blanchardstown Corporate Park
Dublin
 

 
1,927

 

 
40,024

 
14,850

 

 
1,573

 

 
55,228

 
56,801

 
(17,215
)
 
2006
 
(A)
111 8th Avenue
New York
 

 

 

 
17,688

 
16,993

 

 

 

 
34,681

 
34,681

 
(27,068
)
 
2006
 
(A)
8100 Boone Boulevard
N. Virginia
 

 

 

 
158

 
1,206

 

 

 

 
1,364

 
1,364

 
(1,119
)
 
2006
 
(A)
21110 Ridgetop Circle
N. Virginia
 

 
2,934

 

 
14,311

 
1,307

 

 
2,934

 

 
15,618

 
18,552

 
(4,756
)
 
2007
 
(A)
3011 Lafayette Street
Silicon Valley
 

 
3,354

 

 
10,305

 
49,187

 

 
3,354

 

 
59,492

 
62,846

 
(40,001
)
 
2007
 
(A)
44470 Chilum Place
N. Virginia
 

 
3,531

 

 
37,360

 
1

 

 
3,531

 

 
37,361

 
40,892

 
(9,065
)
 
2007
 
(A)
43881 Devin Shafron Drive
N. Virginia
 

 
4,653

 

 
23,631

 
91,427

 

 
4,653

 

 
115,058

 
119,711

 
(71,066
)
 
2007
 
(A)
43831 Devin Shafron Drive
N. Virginia
 

 
3,027

 

 
16,247

 
1,229

 

 
3,027

 

 
17,476

 
20,503

 
(4,541
)
 
2007
 
(A)
43791 Devin Shafron Drive
N. Virginia
 

 
3,490

 

 
17,444

 
77,073

 

 
3,490

 

 
94,517

 
98,007

 
(38,282
)
 
2007
 
(A)
Mundells Roundabout
London
 

 
31,354

 

 

 
53,426

 

 
23,489

 

 
61,291

 
84,780

 
(11,536
)
 
2007
 
(C)
1 Savvis Parkway
St. Louis
 

 
3,301

 

 
20,639

 
1,125

 

 
3,301

 

 
21,764

 
25,065

 
(5,553
)
 
2007
 
(A)
1500 Space Park Drive
Silicon Valley
 

 
6,732

 

 
6,325

 
46,078

 

 
4,106

 

 
55,029

 
59,135

 
(40,103
)
 
2007
 
(A)
Cressex 1
London
 

 
3,629

 

 
9,036

 
23,810

 

 
2,833

 

 
33,642

 
36,475

 
(16,677
)
 
2007
 
(A)
Naritaweg 52
Amsterdam
 

 

 
1,192

 
23,441

 
(5,812
)
 

 

 
888

 
17,629

 
18,517

 
(4,319
)
 
2007
 
(A)
1 St. Anne’s Boulevard
London
 

 
1,490

 

 
1,045

 
(534
)
 

 
1,128

 

 
873

 
2,001

 
(178
)
 
2007
 
(A)

171

Table of Contents

Index to Financial Statements

DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
SCHEDULE III
PROPERTIES AND ACCUMULATED DEPRECIATION- (Continued)
December 31, 2015
(In thousands)


 
Metropolitan
Area
 
Encumbrances
 
Initial costs
 
Costs capitalized
subsequent to
acquisition
 
Total costs
 
Accumulated
depreciation
and
amortization
 
Date of
acquisition
or
construction
 
Acquisition
(A) or
construction
(C)
Land
 
Acquired
ground
lease
 
Buildings and
improvements
 
Improvements
 
Carrying
costs
 
Land
 
Acquired
ground
lease
 
Buildings and
improvements
 
Total
 
PROPERTIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2 St. Anne’s Boulevard
London
 

 
922

 

 
695

 
37,874

 

 
751

 

 
38,740

 
39,491

 
(4,255
)
 
2007
 
(A)
3 St. Anne’s Boulevard
London
 

 
22,079

 

 
16,351

 
96,759

 

 
16,563

 

 
118,626

 
135,189

 
(42,834
)
 
2007
 
(A)
365 South Randolphville Road
New York
 

 
3,019

 

 
17,404

 
275,759

 

 
3,019

 

 
293,163

 
296,182

 
(69,056
)
 
2008
 
(A)
701 & 717 Leonard Street
Dallas
 

 
2,165

 

 
9,934

 
826

 

 
2,165

 

 
10,760

 
12,925

 
(2,204
)
 
2008
 
(A)
Manchester Technopark
Manchester
 

 

 

 
23,918

 
(5,802
)
 

 

 

 
18,116

 
18,116

 
(3,919
)
 
2008
 
(A)
1201 Comstock Street
Silicon Valley
 

 
2,093

 

 
1,606

 
26,684

 

 
3,398

 

 
26,985

 
30,383

 
(14,210
)
 
2008
 
(A)
1550 Space Park Drive
Silicon Valley
 

 
2,301

 

 
766

 
1,747

 

 
1,929

 

 
2,885

 
4,814

 

 
2008
 
(A)
1525 Comstock Street
Silicon Valley
 

 
2,293

 

 
16,216

 
30,616

 

 
2,061

 

 
47,064

 
49,125

 
(23,287
)
 
2008
 
(A)
43830 Devin Shafron Drive
N. Virginia
 

 
5,509

 

 

 
73,468

 

 
5,509

 

 
73,468

 
78,977

 
(23,394
)
 
2009
 
(C)
1232 Alma Road
Dallas
 

 
2,267

 

 
3,740

 
63,830

 

 
2,266

 

 
67,571

 
69,837

 
(26,467
)
 
2009
 
(A)
900 Quality Way
Dallas
 

 
1,446

 

 
1,659

 
69,165

 

 
1,446

 

 
70,824

 
72,270

 
(10,008
)
 
2009
 
(A)
1400 N. Bowser Road
Dallas
 

 
2,041

 

 
3,389

 
6,181

 

 
3,636

 

 
7,975

 
11,611

 

 
2009
 
(A)
1301 International Parkway
Dallas
 

 
333

 

 
344

 
76,746

 

 
2,131

 

 
75,292

 
77,423

 
(238
)
 
2009
 
(A)
908 Quality Way
Dallas
 

 
6,730

 

 
4,493

 
13,693

 

 
2,067

 

 
22,849

 
24,916

 
(13,011
)
 
2009
 
(A)
904 Quality Way
Dallas
 

 
760

 

 
744

 
6,814

 

 
1,151

 

 
7,167

 
8,318

 
(624
)
 
2009
 
(A)
905 Security Row
Dallas
 

 

 

 

 

 

 

 

 

 

 

 
2009
 
(A)
1202 Alma Road
Dallas
 

 

 

 

 
44,349

 

 
1,921

 

 
42,428

 
44,349

 
(8,715
)
 
2009
 
(C)
1350 Duane
Silicon Valley
 

 
7,081

 

 
69,817

 
61

 

 
7,081

 

 
69,878

 
76,959

 
(11,175
)
 
2009
 
(A)
45901 & 45845 Nokes Boulevard
N. Virginia
 

 
3,437

 

 
28,785

 
450

 

 
3,437

 

 
29,235

 
32,672

 
(4,913
)
 
2009
 
(A)

172

Table of Contents

Index to Financial Statements

DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
SCHEDULE III
PROPERTIES AND ACCUMULATED DEPRECIATION- (Continued)
December 31, 2015
(In thousands)


 
Metropolitan
Area
 
Encumbrances
 
Initial costs
 
Costs capitalized
subsequent to
acquisition
 
Total costs
 
Accumulated
depreciation
and
amortization
 
Date of
acquisition
or
construction
 
Acquisition
(A) or
construction
(C)
Land
 
Acquired
ground
lease
 
Buildings and
improvements
 
Improvements
 
Carrying
costs
 
Land
 
Acquired
ground
lease
 
Buildings and
improvements
 
Total
 
PROPERTIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
21561 & 21571 Beaumeade Circle
N. Virginia
 

 
3,966

 

 
24,211

 
45

 

 
3,966

 

 
24,256

 
28,222

 
(3,767
)
 
2009
 
(A)
60 & 80 Merritt
New York
 

 
3,418

 

 
71,477

 
92,311

 

 
3,418

 

 
163,788

 
167,206

 
(22,425
)
 
2010
 
(A)
55 Middlesex
Boston
 

 
9,975

 

 
68,363

 
8,170

 

 
9,975

 

 
76,533

 
86,508

 
(15,970
)
 
2010
 
(A)
128 First Avenue
Boston
 

 
5,465

 

 
185,348

 
30,328

 

 
5,465

 

 
215,676

 
221,141

 
(44,598
)
 
2010
 
(A)
Cateringweg 5
Amsterdam
 

 

 
3,518

 
3,517

 
37,032

 

 

 
3,122

 
40,549

 
43,671

 
(4,959
)
 
2010
 
(A)
1725 Comstock Street
Silicon Valley
 

 
3,274

 

 
6,567

 
37,900

 

 
3,274

 

 
44,467

 
47,741

 
(15,944
)
 
2010
 
(A)
3015 and 3115 Alfred Street
Silicon Valley
 

 
6,533

 

 
3,725

 
55,645

 

 
6,562

 

 
59,341

 
65,903

 
(17,930
)
 
2010
 
(A)
365 Main Street
San Francisco
 

 
22,854

 

 
158,709

 
22,737

 

 
22,854

 

 
181,446

 
204,300

 
(32,439
)
 
2010
 
(A)
720 2nd Street
San Francisco
 

 
3,884

 

 
116,861

 
9,594

 

 
3,884

 

 
126,455

 
130,339

 
(20,522
)
 
2010
 
(A)
2260 East El Segundo
Los Angeles
 

 
11,053

 

 
51,397

 
13,205

 

 
11,053

 

 
64,602

 
75,655

 
(12,276
)
 
2010
 
(A)
2121 South Price Road
Phoenix
 

 
7,335

 

 
238,452

 
199,624

 

 
7,335

 

 
438,076

 
445,411

 
(67,279
)
 
2010
 
(A)
4030 La Fayette
N. Virginia
 

 
2,492

 

 
16,912

 
3,517

 

 
2,492

 

 
20,429

 
22,921

 
(3,788
)
 
2010
 
(A)
4040 La Fayette
N. Virginia
 

 
1,246

 

 
4,267

 
24,510

 

 
1,246

 

 
28,777

 
30,023

 
(1,773
)
 
2010
 
(A)
4050 La Fayette
N. Virginia
 

 
1,246

 

 
4,371

 
35,017

 

 
1,246

 

 
39,388

 
40,634

 
(13,601
)
 
2010
 
(A)
800 Central Expressway
Silicon Valley
 

 
8,976

 

 
18,155

 
130,755

 

 
8,294

 

 
149,592

 
157,886

 
(10,502
)
 
2010
 
(A)
29A International Business Park
Singapore
 

 

 

 
137,545

 
190,975

 

 

 

 
328,520

 
328,520

 
(56,103
)
 
2010
 
(A)
Loudoun Parkway North
N. Virginia
 

 
17,300

 

 

 
495,564

 

 
17,746

 

 
495,118

 
512,864

 
(32,184
)
 
2011
 
(C)
1-23 Templar Road
Sydney
 

 
11,173

 

 

 
62,906

 

 
7,181

 

 
66,898

 
74,079

 
(6,681
)
 
2011
 
(C)
Fountain Court
London
 

 
7,544

 

 
12,506

 
95,637

 

 
7,217

 

 
108,470

 
115,687

 
(9,995
)
 
2011
 
(C)
98 Radnor Drive
Melbourne
 

 
4,467

 

 

 
91,340

 

 
3,215

 

 
92,592

 
95,807

 
(10,456
)
 
2011
 
(C)
Cabot Street
Boston
 

 
2,386

 

 

 
58,806

 

 
2,427

 

 
58,765

 
61,192

 
(3,634
)
 
2011
 
(C)

173

Table of Contents

Index to Financial Statements

DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
SCHEDULE III
PROPERTIES AND ACCUMULATED DEPRECIATION- (Continued)
December 31, 2015
(In thousands)


 
Metropolitan
Area
 
Encumbrances
 
Initial costs
 
Costs capitalized
subsequent to
acquisition
 
Total costs
 
Accumulated
depreciation
and
amortization
 
Date of
acquisition
or
construction
 
Acquisition
(A) or
construction
(C)
Land
 
Acquired
ground
lease
 
Buildings and
improvements
 
Improvements
 
Carrying
costs
 
Land
 
Acquired
ground
lease
 
Buildings and
improvements
 
Total
 
PROPERTIES:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3825 NW Aloclek Place
Portland
 

  
1,689

 

 

 
57,201

 

 
1,689

 

 
57,201

 
58,890

 
(10,724
)
 
2011
 
(C)
11085 Sun Center Drive
Sacramento
 

  
2,490

 

 
21,509

 
1

 

 
2,490

 

 
21,510

 
24,000

 
(2,633
)
 
2011
 
(A)
Profile Park
Dublin
 

  
6,288

 

 

 
38,565

 

 
5,350

 

 
39,503

 
44,853

 
(530
)
 
2011
 
(C)
1506 Moran Road
N. Virginia
 

  
1,527

 

 

 
17,185

 

 
1,115

 

 
17,597

 
18,712

 
(1,348
)
 
2011
 
(A)
760 Doug Davis Drive
Atlanta
 

  
4,837

 

 
53,551

 
2,807

 

 
4,837

 

 
56,358

 
61,195

 
(7,712
)
 
2011
 
(A)
360 Spear Street
San Francisco
 

  
19,828

 

 
56,733

 
(854
)
 

 
19,828

 

 
55,879

 
75,707

 
(8,397
)
 
2011
 
(A)
2501 S. State Hwy 121
Dallas
 

  
23,137

 

 
93,943

 
14,828

 

 
23,137

 

 
108,771

 
131,908

 
(17,611
)
 
2012
 
(A)
9333, 9355, 9377 Grand Avenue
Chicago
 

  
5,686

 

 
14,515

 
259,630

 

 
5,960

 

 
273,871

 
279,831

 
(17,681
)
 
2012
 
(A)
8025 North Interstate 35
Austin
 
5,801


2,920

 

 
8,512

 
184

 

 
2,920

 

 
8,696

 
11,616

 
(1,095
)
 
2012
 
(A)
850 E Collins
Dallas
 

  
1,614

 

 

 
81,875

 

 
1,614

 

 
81,875

 
83,489

 
(6,925
)
 
2012
 
(C)
950 E Collins
Dallas
 

  
1,546

 

 

 
74,994

 

 
1,546

 

 
74,994

 
76,540

 
(3,621
)
 
2012
 
(C)
400 S. Akard
Dallas
 

  
10,075

 

 
62,730

 
1,690

 

 
10,075

 

 
64,420

 
74,495

 
(6,066
)
 
2012
 
(A)
410 Commerce Boulevard
New York
 

  

 

 

 
29,747

 

 

 

 
29,747

 
29,747

 
(5,625
)
 
2012
 
(C)
Unit B Prologis Park
London
 

  
1,683

 

 
104,728

 
(6,565
)
 

 
1,552

 

 
98,294

 
99,846

 
(9,903
)
 
2012
 
(A)
The Chess Building
London
 

  

 
7,355

 
219,273

 
9,773

 

 

 
7,217

 
229,046

 
236,263

 
(22,462
)
 
2012
 
(A)
Unit 21 Goldsworth Park
London
 

  
17,334

 

 
928,129

 
(26,882
)
 

 
15,800

 

 
902,781

 
918,581

 
(89,393
)
 
2012
 
(A)
11900 East Cornell
Denver
 

  
3,352

 

 
80,640

 
1,758

 

 
3,352

 

 
82,398

 
85,750

 
(8,837
)
 
2012
 
(A)
701 Union Boulevard
New York
 

  
10,045

 

 
6,755

 
27,878

 

 
10,045

 

 
34,633

 
44,678

 

 
2012
 
(A)
23 Waterloo Road
Sydney
 

  
7,112

 

 
3,868

 
(3,284
)
 

 
4,985

 

 
2,711

 
7,696

 
(244
)
 
2012
 
(A)
1 Rue Jean-Pierre
Paris
 

  
9,621

 

 
35,825

 
(8,029
)
 

 
7,921

 

 
29,496

 
37,417

 
(3,209
)
 
2012
 
(A)
Liet-dit le Christ de Saclay
Paris
 

  
3,402

 

 
3,090

 
(1,147
)
 

 
2,801

 

 
2,544

 
5,345

 
(357
)
 
2012
 
(A)
127 Rue de Paris
Paris
 

  
8,637

 

 
10,838

 
(3,441
)
 

 
7,111

 

 
8,923

 
16,034

 
(1,208
)
 
2012
 
(A)
17201 Waterview Parkway
Dallas
 

  
2,070

 

 
6,409

 
(1
)
 

 
2,070

 

 
6,408

 
8,478

 
(615
)
 
2013
 
(A)
1900 S. Price Road
Phoenix
 

  
5,380

 

 
16,975

 
320

 

 
5,380

 

 
17,295

 
22,675

 
(1,609
)
 
2013
 
(A)

174

Table of Contents

Index to Financial Statements

DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
SCHEDULE III
PROPERTIES AND ACCUMULATED DEPRECIATION- (Continued)
December 31, 2015
(In thousands)


 
Metropolitan
Area
 
Encumbrances
 
Initial costs
 
Costs capitalized
subsequent to
acquisition
 
Total costs
 
Accumulated
depreciation
and
amortization
 
Date of
acquisition
or
construction
 
Acquisition
(A) or
construction
(C)
Land
 
Acquired
ground
lease
 
Buildings and
improvements
 
Improvements
 
Carrying
costs
 
Land
 
Acquired
ground
lease
 
Buildings and
improvements
 
Total
 
371 Gough Road
Toronto
 

  
7,394

 
 
 
677

 
67,316

 

 
5,700

 

 
69,687

 
75,387

 
(2,126
)
 
2013
 
(A)
1500 Towerview Road
Minneapolis
 

  
10,190

 
 
 
20,054

 
3,168

 

 
10,190

 

 
23,222

 
33,412

 
(2,124
)
 
2013
 
(A)
Principal Park
London
 

  
11,837

 
 
 

 
114,293

 

 
13,886

 

 
112,244

 
126,130

 
(1,991
)
 
2013
 
(C)
MetCenter Business Park
Austin
 

  
8,604

 
 
 
20,314

 
364

 

 
8,604

 

 
20,678

 
29,282

 
(2,208
)
 
2013
 
(A)
Liverpoolweg 10
Amsterdam
 

  
733

 
 
 
3,122

 
7,085

 

 
611

 

 
10,329

 
10,940

 
(775
)
 
2013
 
(A)
DePresident
Amsterdam
 

  
6,737

 
 
 

 
6,354

 

 
6,774

 

 
6,317

 
13,091

 

 
2013
 
(C)
Saito Industrial Park
Osaka
 

  
9,649

 
 
 

 
1,744

 

 
8,321

 

 
3,072

 
11,393

 

 
2013
 
(C)
Crawley 2
London
 

 
24,305

 
 
 

 
1,741

 

 
22,020

 

 
4,026

 
26,046

 
(97
)
 
2014
 
(C)
Digital Deer Park 3
Melbourne
 

 
1,600

 

 

 
29

 

 
1,629

 

 

 
1,629

 

 
2015
 
(C)
3 Loyang Way
Singapore
 

 

 

 

 
77,190

 

 

 

 
77,190

 
77,190

 

 
2015
 
(C)
Digital Loudoun 3
N. Virginia
 

 
43,000

 

 

 
1,445

 

 
44,155

 

 
290

 
44,445

 
(10
)
 
2015
 
(C)
Digital Frankfurt
Frankfurt
 

 
5,543

 

 

 
1,121

 

 
6,664

 

 

 
6,664

 

 
2015
 
(C)
56 Marietta Street
Atlanta
 

 
1,700

 

 
211,397

 
1,116

 

 
1,700

 

 
212,513

 
214,213

 
(2,136
)
 
2015
 
(A)
2 Peekay Drive
New York
 

 

 

 
115,439

 
3,102

 

 

 

 
118,541

 
118,541

 
(1,575
)
 
2015
 
(A)
100 Delawanna Avenue
New York
 

 
3,600

 

 
85,438

 
682

 

 
3,600

 

 
86,120

 
89,720

 
(742
)
 
2015
 
(A)
60 Hudson Street
New York
 

 

 

 
32,280

 
945

 

 

 

 
33,225

 
33,225

 
(715
)
 
2015
 
(A)
32 Avenue of the Americas
New York
 

 

 

 
30,980

 
465

 

 

 

 
31,445

 
31,445

 
(514
)
 
2015
 
(A)
3433 S 120th Place
Seattle
 

 

 

 
11,688

 
240

 

 

 

 
11,928

 
11,928

 
(359
)
 
2015
 
(A)
8435 Stemmons Freeway
Dallas
 

 

 

 
5,023

 
121

 

 

 

 
5,144

 
5,144

 
(148
)
 
2015
 
(A)
2625 Walsh Avenue
Silicon Valley
 

 

 

 
4,276

 
536

 

 

 

 
4,812

 
4,812

 
(72
)
 
2015
 
(A)
111 8th Avenue - Telx
New York
(3
)

 

 

 
42,454

 
818

 
 
 

 

 
43,272

 
43,272

 
(1,084
)
 
2015
 
(A)
350 East Cermak Road - Telx
Chicago
(3
)

 

 

 
13,933

 
405

 

 

 

 
14,338

 
14,338

 
(303
)
 
2015
 
(A)
200 Paul Avenue - Telx
San Francisco
(3
)

 

 

 
6,719

 
243

 

 

 

 
6,962

 
6,962

 
(142
)
 
2015
 
(A)
2323 Bryan Street - Telx
Dallas
(3
)

 

 

 
5,191

 
157

 

 

 

 
5,348

 
5,348

 
(108
)
 
2015
 
(A)
600 W. 7th Street - Telx
Los Angeles
(3
)

 

 

 
3,689

 
101

 

 

 

 
3,790

 
3,790

 
(89
)
 
2015
 
(A)
3825 NW Aloclek Place - Telx
Portland
(3
)

 

 

 
3,131

 
137

 

 

 

 
3,268

 
3,268

 
(39
)
 
2015
 
(A)
120 E. Van Buren Street - Telx
Phoenix
(3
)

 

 

 
2,848

 
(351
)
 

 

 

 
2,497

 
2,497

 
(53
)
 
2015
 
(A)
36 NE 2nd Street - Telx
Miami
(3
)

 

 

 
1,842

 
36

 

 

 

 
1,878

 
1,878

 
(42
)
 
2015
 
(A)
600-780 S. Federal Street - Telx
Chicago
(3
)

 

 

 
1,815

 
30

 

 

 

 
1,845

 
1,845

 
(39
)
 
2015
 
(A)

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DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
SCHEDULE III
PROPERTIES AND ACCUMULATED DEPRECIATION- (Continued)
December 31, 2015
(In thousands)


 
Metropolitan
Area
 
Encumbrances
 
Initial costs
 
Costs capitalized
subsequent to
acquisition
 
Total costs
 
Accumulated
depreciation
and
amortization
 
Date of
acquisition
or
construction
 
Acquisition
(A) or
construction
(C)
Land
 
Acquired
ground
lease
 
Buildings and
improvements
 
Improvements
 
Carrying
costs
 
Land
 
Acquired
ground
lease
 
Buildings and
improvements
 
Total
 
113 N. Myers Street - Telx
Charlotte
(3
)

 

 

 
476

 
27

 

 

 

 
503

 
503

 
(7
)
 
2015
 
(A)
1100 Space Park Drive - Telx
Silicon Valley
(3
)

 

 

 
352

 
11

 

 

 

 
363

 
363

 
(10
)
 
2015
 
(A)
300 Boulevard East - Telx
New York
(3
)

 

 

 
197

 
19

 

 

 

 
216

 
216

 
(5
)
 
2015
 
(A)
Other
 
 

  
8,298

 
 
 

 
14,839

 

 

 

 
23,137

 
23,137

 
(8,096
)
 
 
 
 
 
 
 
303,183

 
731,863

 
14,986

 
5,014,720

 
5,156,151

 
(5,900
)
 
689,573

 
12,639

 
10,213,161

 
10,915,373

 
(2,251,268
)
 
 
 
 
(1)
The balance shown includes an unamortized premium of $427.
(2)
The balance shown includes an unamortized premium of $12.
(3)
Represents properties acquired in the Telx Acquisition.










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DIGITAL REALTY TRUST, INC.
DIGITAL REALTY TRUST, L.P.
NOTES TO SCHEDULE III
PROPERTIES AND ACCUMULATED DEPRECIATION
December 31, 2015
(In thousands)

(1) Tax Cost
The aggregate gross cost of the Company’s properties for federal income tax purposes approximated $11.7 billion (unaudited) as of December 31, 2015.

(2) Historical Cost and Accumulated Depreciation and Amortization
The following table reconciles the historical cost of the Company’s properties for financial reporting purposes for each of the years in the three-year period ended December 31, 2015.
 
Year Ended December 31,
 
2015
 
2014
 
2013
Balance, beginning of year
$
9,982,612

 
$
9,879,578

 
$
8,742,519

Additions during period (acquisitions and improvements)
1,133,263

 
560,307

 
1,345,046

Deductions during period (dispositions, impairments and assets held for sale)
(200,502
)
 
(457,273
)
 
(207,987
)
Balance, end of year
$
10,915,373

 
$
9,982,612

 
$
9,879,578

The following table reconciles accumulated depreciation and amortization of the Company’s properties for financial reporting purposes for each of the years in the three-year period ended December 31, 2015.
 
Year Ended December 31,
 
2015
 
2014
 
2013
Balance, beginning of year
$
1,874,054

 
$
1,565,996

 
$
1,206,017

Additions during period (depreciation and amortization expense)
429,057

 
413,652

 
386,935

Deductions during period (dispositions and assets held for sale)
(51,843
)
 
(105,594
)
 
(26,956
)
Balance, end of year
$
2,251,268

 
$
1,874,054

 
$
1,565,996

Schedules other than those listed above are omitted because they are not applicable or the information required is included in the consolidated financial statements or the notes thereto.



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ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

Not Applicable.
 

ITEM 9A.    CONTROLS AND PROCEDURES

Our Management’s Report on Internal Control over Financial Reporting for Digital Realty Trust, Inc. and Digital Realty Trust, L.P. are included in Part II, Item 8, Financial Statements and Supplementary Data on pages 91 and 92.
Evaluation of Disclosure Controls and Procedures (Digital Realty Trust, Inc.)
The company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to its management, including its chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, the company’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and its management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Also, the company has investments in certain unconsolidated entities, which are accounted for using the equity method of accounting. As the company does not control or manage these entities, its disclosure controls and procedures with respect to such entities may be substantially more limited than those it maintains with respect to its consolidated subsidiaries.
As required by Rule 13a-15(b) or Rule 15d-15(b) of the Securities Exchange Act of 1934, as amended, management of the company carried out an evaluation, under the supervision and with participation of its chief executive officer and chief financial officer, of the effectiveness of the design and operation of its disclosure controls and procedures that were in effect as of December 31, 2015. Based on the foregoing, the company’s management concluded that its disclosure controls and procedures were effective at the reasonable assurance level.
There have been no changes in the company’s internal control over financial reporting during its most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
Evaluation of Disclosure Controls and Procedures (Digital Realty Trust, L.P.)
The operating partnership maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in its reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to its management, including the chief executive officer and chief financial officer of its general partner, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, the operating partnership’s management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and its management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Also, the operating partnership has investments in certain unconsolidated entities, which are accounted for using the equity method of accounting. As the operating partnership does not control or manage these entities, its disclosure controls and procedures with respect to such entities may be substantially more limited than those it maintains with respect to its consolidated subsidiaries.

As required by Rule 13a-15(b) or Rule 15d-15(b) of the Securities Exchange Act of 1934, as amended, management of the operating partnership carried out an evaluation, under the supervision and with participation of the chief executive officer and chief financial officer of its general partner, of the effectiveness of the design and operation of its disclosure controls and procedures that were in effect as of December 31, 2015. Based on the foregoing, the operating partnership’s management concluded that its disclosure controls and procedures were effective at the reasonable assurance level.

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There have been no changes in the operating partnership’s internal control over financial reporting during its most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.
 

ITEM 9B.    OTHER INFORMATION
None.

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PART III
 

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information concerning our directors and executive officers required by Item 10 will be included in the Proxy Statement to be filed relating to our 2016 Annual Meeting of Stockholders and is incorporated herein by reference.
We have filed, as exhibits to this Annual Report on Form 10-K, the certifications of our Chief Executive Officer and Chief Financial Officer required under Section 302 of the Sarbanes Oxley Act to be filed with the Securities and Exchange Commission regarding the quality of our public disclosure. We have furnished to the Securities and Exchange Commission as exhibits to this Annual Report on Form 10-K for the year ended December 31, 2015, the certifications of our Chief Executive Officer and Chief Financial Officer required under Section 906 of the Sarbanes Oxley Act. In addition, as required by Section 303A.12 of the NYSE Listed Company Manual, our Chief Executive Officer made his annual certification to the NYSE stating that he was not aware of any violation by the Company of the corporate governance listing standards of the NYSE.
 

ITEM 11.    EXECUTIVE COMPENSATION
The information concerning our executive compensation required by Item 11 will be included in the Proxy Statement to be filed relating to our 2016 Annual Meeting of Stockholders and is incorporated herein by reference.
 

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information concerning our security ownership of certain beneficial owners and management and related stockholder matters (including equity compensation plan information) required by Item 12 will be included in the Proxy Statement to be filed relating to our 2016 Annual Meeting of Stockholders and is incorporated herein by reference.
 

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
The information concerning certain relationships, related transactions and director independence required by Item 13 will be included in the Proxy Statement to be filed relating to our 2016 Annual Meeting of Stockholders and is incorporated herein by reference.
 

ITEM 14.    PRINCIPAL ACCOUNTING FEES AND SERVICES
The information concerning our principal accounting fees and services required by Item 14 will be included in the Proxy Statement to be filed relating to our 2016 Annual Meeting of Stockholders and is incorporated herein by reference.

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Index to Financial Statements


 ITEM 15.    EXHIBITS.

Exhibit
Number
  
Description
 
 
2.2
 
Agreement and Plan of Merger by and among Telx Holdings, Inc., Digital Realty Trust, Inc., Digital Delta, Inc. and BSR LLC, dated as of July 13, 2015 (incorporated by reference to Exhibit 2.1 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on August 6, 2015).
 
 
 
3.1
  
Articles of Amendment and Restatement of Digital Realty Trust, Inc., as amended (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Registration Statement on Form S-8 filed on April 28, 2014).
 
 
3.2
  
Articles Supplementary designating Digital Realty Trust, Inc.’s 6.350% Series I Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.2 to Digital Realty Trust, Inc.’s Registration Statement on Form 8-A filed on August 21, 2015).
 
 
 
3.3
 
Fifth Amended and Restated Bylaws of Digital Realty Trust, Inc. (incorporated by reference to Exhibit 3.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on May 2, 2014).
 
 
3.4
  
Certificate of Limited Partnership of Digital Realty Trust, L.P. (incorporated by reference to Exhibit 3.1 to Digital Realty Trust, L.P.’s General Form for Registration of Securities on Form 10 filed on June 25, 2010 (File No. 000-54023)).
 
 
3.5
  
Fourteenth Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P., as amended (incorporated by reference to Exhibit 3.1 to the Combined Current Report on Form 8-K/A of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on October 19, 2015).
 
 
4.1
  
Specimen Certificate for Common Stock for Digital Realty Trust, Inc. (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Registration Statement on Form S-11 (Registration No. 333-117865) filed on October 26, 2004).
 
 
4.2
  
Specimen Certificate for Digital Realty Trust, Inc.’s 7.000% Series E Cumulative Redeemable Preferred Stock (incorporated by reference to Digital Realty Trust Inc.’s Registration Statement on Form 8-A filed on September 12, 2011).
 
 
4.3
  
Specimen Certificate for Digital Realty Trust, Inc.’s 6.625% Series F Cumulative Redeemable Preferred Stock (incorporated by reference to Digital Realty Trust Inc.’s Registration Statement on Form 8-A filed on March 30, 2012).
 
 
4.4
  
Registration Rights Agreement, dated as of October 27, 2004, by and among Digital Realty Trust, Inc., Digital Realty Trust, L.P. and the Unit Holders, as defined therein (incorporated by reference to Exhibit 10.2 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on December 13, 2004).
 
 
4.5
  
Indenture, dated as of January 28, 2010, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wilmington Trust FSB, as trustee, including the form of 5.875% Notes due 2020 (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on January 29, 2010).
 
 
4.6
  
Indenture, dated as of March 8, 2011, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on March 8, 2011).
 
 
4.7
  
Supplemental Indenture No. 1, dated as of March 8, 2011, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, including the form of 5.250% Notes due 2021 and the guarantee (incorporated by reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on March 8, 2011).
 
 

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4.8
  
Indenture, dated as of September 24, 2012, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on September 24, 2012).
 
 
4.9
  
Supplemental Indenture No. 1, dated as of September 24, 2012, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of 3.625% Notes due 2022 and the guarantee (incorporated by reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on September 24, 2012).
 
 
4.10
  
Indenture, dated as of January 18, 2013, among Digital Stout Holding, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the form of the 4.250% Guaranteed Notes due 2025 (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on January 1, 2013).
 
 
4.11
  
Specimen Certificate for Digital Realty Trust, Inc.’s 5.875% Series G Cumulative Redeemable Preferred Stock (incorporated by reference to Digital Realty Trust, Inc.’s Registration Statement on Form 8-A filed on April 4, 2013).
 
 
4.12
  
Specimen Certificate for Digital Realty Trust, Inc.’s 7.375% Series H Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Registration Statement on Form 8-A filed on March 21, 2014).
 
 
 
4.13
  
Indenture, dated as of April 1, 2014, among Digital Stout Holding, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the form of the 4.750% Guaranteed Notes due 2023 (incorporated by reference to Exhibit 4.1 to the Combined Current Report of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. on Form 8-K filed on April 1, 2014).
 
 
 
4.14
 
Indenture, dated as of June 23, 2015, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on June 23, 2015).
 
 
 
4.15
 
Supplemental Indenture No. 1, dated as of June 23, 2015, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of 3.950% Notes due 2022 and the guarantee (incorporated by reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on June 23, 2015).
 
 
 
4.16
 
Specimen Certificate for Digital Realty Trust, Inc.’s 6.350% Series I Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Registration Statement on Form 8-A filed on August 21, 2015).
 
 
 
4.17
 
Indenture, dated as of October 1, 2015, among Digital Delta Holdings, LLC as issuer, Digital Realty Trust, Inc. and Digital Realty Trust, L.P., as guarantors, and Wells Fargo Bank, National Association, as trustee, including the form of the Notes and the guarantees (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on October 2, 2015).

 
 
 
4.18
 
Registration Rights Agreement, dated October 1, 2015, among Digital Delta Holdings, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P. and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several initial purchasers named therein (incorporated by reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on October 2, 2015).
 
 
 
10.1†
  
Form of Indemnification Agreement by and between Digital Realty Trust, Inc. and its directors and officers (incorporated by reference to Exhibit 10.4 to Digital Realty Trust, Inc.’s Registration Statement on Form S-11 (Registration No. 333-117865) filed on October 13, 2004).
 
 
10.2
  
Contribution Agreement, dated as of July 31, 2004, by and among Digital Realty Trust, L.P., San Francisco Wave eXchange, LLC, Santa Clara Wave eXchange, LLC and eXchange colocation, LLC (incorporated by reference to Exhibit 10.12 to Digital Realty Trust, Inc.’s Registration Statement on Form S-11 (Registration No. 333-117865) filed on September 17, 2004).
 
 

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10.3†
  
Form of Profits Interest Units Agreement (incorporated by reference to Exhibit 10.44 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on December 13, 2004).
 
 
 
10.4†
  
Form of Digital Realty Trust, Inc. Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.45 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on December 13, 2004).
 
 
10.5†
  
Form of Class C Profits Interest Units Agreement (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on August 9, 2007).
 
 
10.6†
  
First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Appendix A to Digital Realty Trust, Inc.’s definitive proxy statement on Schedule 14A filed on March 30, 2007).
 
 
10.7†
  
Form of 2008 Performance-Based Profits Interest Units Agreement (incorporated by reference to Exhibit 10.3 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on May 9, 2008).
 
 
10.8†
  
First Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.4 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on May 9, 2008).
 
 
10.9
  
Amended and Restated Note Purchase and Private Shelf Agreement, dated as of November 3, 2011, among Digital Realty Trust, L.P., Digital Realty Trust, Inc., the subsidiary guarantors named therein, Prudential Investment Management, Inc. and the Prudential Affiliates named therein (incorporated by reference to Exhibit 10.12 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on February 27, 2012).
 
 
10.10†
  
Form of Amendment to Employment Agreement (incorporated by reference to Exhibit 10.44 to Digital Realty Trust, Inc.’s Annual Report on Form 10-K filed on March 2, 2009).
 
 
10.11†
  
Second Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.4 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on August 6, 2009).
 
 
10.12†
  
Third Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2009).
 
 
 
10.13†

 
Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and Michael F. Foust (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on November 10, 2008).
 
 
 
10.14†
 
First Amendment to Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and Michael F. Foust (incorporated by reference to Exhibit 10.46 to Digital Realty Trust, Inc.’s Annual Report on Form 10-K filed on March 2, 2009).
 
 
 
10.15†
  
Employment Agreement, dated July 30, 2004, among Digital Realty Trust, Inc., Digital Realty Trust, L.P. and David J. Caron (incorporated by reference to Exhibit 10.1 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on May 9, 2011).
 
 
10.16†
  
First Amendment to Employment Agreement, dated December 4, 2008, among Digital Realty Trust, Inc., Digital Realty Trust, L.P. and David J. Caron (incorporated by reference to Exhibit 10.2 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on May 9, 2011).
 
 
10.17†
 
Director Compensation Program (incorporated by reference to Exhibit 10.2 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 7, 2014).
 
 
 
10.18†
  
Fourth Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on August 7, 2012).
 
 

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10.19*
  
Term Loan Agreement, dated as of April 16, 2012, among Digital Realty Trust, L.P., Digital Realty Datafirm, LLC, Digital Luxembourg III S.à r.l., Digital Realty (Redhill) S.à r.l., Digital Realty (Blanchardstown) Limited, Digital Realty (Paris 2) SCI, and Digital Singapore Jurong East Pte. Ltd, as borrowers, and Digital Realty Trust, Inc., as guarantor, the banks, financial institutions and other institutional lenders listed therein, as the initial lenders, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as syndication agents, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint book running managers, and Lloyds TSB Bank PLC, Royal Bank of Canada, Sumitomo Mitsui Banking Corporation, Suntrust Bank, U.S. Bank National Association, a national banking association, and Wells Fargo Bank, National Association, as co-documentation agents (incorporated by reference to Exhibit 10.1 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on May 7, 2012).
 
 
 
10.20*
  
Amendment No. 1 to the Term Loan Agreement, dated as of August 15, 2013, among Digital Realty Trust, L.P., Digital Realty Datafirm, LLC, Digital Luxembourg II S.à r.l, Digital Luxembourg III S.à r.l., Digital Realty (Redhill) S.à r.l., Digital Realty (Blanchardstown) Limited, Digital Realty (Paris2) SCI, and Digital Singapore Jurong East Pte. Ltd, as borrowers, and Digital Realty Trust, Inc., as guarantor, the banks, financial institutions and other institutional lenders listed therein, as the lenders, and Citibank, N.A., as administrative agent (incorporated by reference to the Exhibit 10.2 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 12, 2013).
 
 
10.21
  
Amendment No. 2 to the Term Loan Agreement, dated as of December 11, 2013, among Digital Realty Trust, L.P., Digital Realty Datafirm, LLC, Digital Luxembourg II S.à r.l, Digital Luxembourg III S.à r.l., Digital Realty (Redhill) S.à r.l., Digital Realty (Blanchardstown) Limited, Digital Realty (Paris2) SCI, and Digital Singapore Jurong East Pte. Ltd, as borrowers, and Digital Realty Trust, Inc., as guarantor, the banks, financial institutions and other institutional lenders listed therein, as the lenders, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.28 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on February 28, 2014).
 
 
10.22*
  
Global Senior Credit Agreement, dated as of August 15, 2013, among Digital Realty Trust, L.P. and the other initial borrowers named therein and additional borrowers party thereto, as borrowers, Digital Realty Trust, Inc., as parent guarantor, the subsidiary borrowers and guarantors named therein, Citibank, N.A., as administrative agent, Bank of America, N.A., and JPMorgan Chase Bank, N.A., as syndication agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as joint lead arrangers and joint book running managers, and the other agents and lenders named therein (incorporated by reference to the Exhibit 10.1 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 12, 2013).
 
 
10.23
  
Amendment No. 1 to the Global Senior Credit Agreement, dated as of December 11, 2013, among Digital Realty Trust, L.P. and the other initial borrowers named therein and additional borrowers party thereto, as borrowers, Digital Realty Trust, Inc., as parent guarantor, the subsidiary borrowers and guarantors named therein, Citibank, N.A., as administrative agent, Bank of America, N.A., and JPMorgan Chase Bank, N.A., as syndication agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as joint lead arrangers and joint book running managers, and the other agents and lenders named therein. (incorporated by reference to Exhibit 10.30 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on February 28, 2014).
 
 
10.24
  
Amendment No. 1 to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of August 15, 2013, between Digital Realty Trust, L.P. and Prudential Investment Management, Inc. (incorporated by reference to the Exhibit 10.3 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 12, 2013).
 
 
10.25
  
Release of Guarantors, dated as of January 27, 2014 executed by Digital Realty Trust, L.P., Prudential Investment Management, Inc., and the other Purchasers party to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of November 3, 2011 (incorporated by reference to Exhibit 10.32 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on February 28, 2014).
 
 
10.26†
  
Digital Realty Deferred Compensation Plan (incorporated by reference to Exhibit 10.33 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on February 28, 2014).
 
 
10.27†
  
Form of Class D Profits Interest Unit Agreement (incorporated by reference to Exhibit 10.34 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on February 28, 2014).
 
 

184

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Index to Financial Statements

10.28†
  
Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.35 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on February 28, 2014).
 
 
10.29†
  
Form of Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.36 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on February 28, 2014).
 
 
10.30†
  
Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and A. William Stein (incorporated by reference to Exhibit 10.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 24, 2014).
 
 
 
10.31†
  
Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Combined Current Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on August 7, 2014).
 
 
 
10.32†
 
First Amendment to Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan. (incorporated by reference to Exhibit 10.1 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 7, 2014).
 
 
 
10.33†
 
Second Amendment to Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.44 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on March 2, 2015).
 
 
 
10.34†
 
First Amendment to Digital Realty Deferred Compensation Plan (incorporated by reference to Exhibit 10.45 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on March 2, 2015).
 
 
 
10.35†

 
Second Amendment to Digital Realty Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 6, 2015).
 
 
 
10.36†
 
Fifth Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan. (incorporated by reference to exhibit 10.46 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on March 2, 2015).
 
 
 
10.37
  
Amendment No. 2 to the Global Senior Credit Agreement, dated as of September 16, 2014, among Digital Realty Trust, L.P. and the other initial borrowers named therein and additional borrowers party thereto, as borrowers, Digital Realty Trust, Inc., as parent guarantor, and Citibank, N.A., as administrative agent for the lenders (incorporated by reference to Exhibit 10.3 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 7, 2014).
 
 
 
10.38†
 
Employment Agreement, dated as of April 16, 2015, by and among Digital Realty Trust, Inc., DLR LLC and Andrew P. Power (incorporated by reference to Exhibit 10.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on April 16, 2015).
 
 
 
10.39†

 
Employment Agreement, dated as of April 16, 2015, by and among Digital Realty Trust, Inc., DLR LLC and Jarrett B. Appleby (incorporated by reference to Exhibit 10.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on April 16, 2015).
 
 
 
10.40
 
Release of Guarantors, dated as of April 27, 2015, executed by Digital Realty Trust, L.P., Prudential Investment Management, Inc., and the other Purchasers party to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of November 3, 2011 (incorporated by reference to Exhibit 10.3 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on August 6, 2015).
 
 
 
10.41
 
Release of Guarantors, dated as of June 30, 2015, executed by Digital Realty Trust, L.P., Prudential Investment Management, Inc., and the other Purchasers party to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of November 3, 2011 (incorporated by reference to Exhibit 10.4 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on August 6, 2015).
 
 
 

185

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Index to Financial Statements

10.42
 
Joinder to Multiparty Guaranty, dated as of June 30, 2015, executed by the Additional Guarantor listed thereto pursuant to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of November 3, 2011 (incorporated by reference to Exhibit 10.5 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on August 6, 2015).
 
 
 
10.43†
 
Digital Realty Trust, Inc. 2015 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on August 6, 2015).
 
 
 
10.44†
 
First Amendment to Digital Realty Trust, Inc. 2015 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-8 of Digital Realty Trust, Inc. filed on October 7, 2015).
 
 
 
10.45†
 
Settlement Agreement and General Release, dated as of July 22, 2015, by and among Digital Realty Trust, Inc., Digital Realty Trust, L.P., DLR LLC and Michael F. Foust (incorporated by reference to Exhibit 10.7 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on August 6, 2015).
 
 
 
10.46†
 
Separation and Consulting Agreement, dated March 13, 2015, by and among David Caron, the Company and the Operating Partnership (incorporated by reference to Exhibit 10.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on March 19, 2015).

 
 
 
10.47†
 
Employment Agreement, dated as of November 10, 2015, by and among Digital Realty Trust, Inc., DLR, LLC and Scott E. Peterson (incorporated by reference to Exhibit 10.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 16, 2015).
 
 
 
10.48#**
 
Global Senior Credit Agreement, dated as of January 15, 2016, among Digital Realty Trust, L.P. and the other initial borrowers named therein and additional borrowers party thereto, as borrowers, Digital Realty Trust, Inc., as parent guarantor, the subsidiary borrowers and guarantors named therein, Citibank, N.A., as administrative agent, Bank of America, N.A., and JPMorgan Chase Bank, N.A., as syndication agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as joint lead arrangers and joint book running managers, and the other agents and lenders named therein.
 
 
 
10.49#**
 
Term Loan Agreement, dated as of January 15, 2016, among Digital Realty Trust, L.P., and the other initial borrowers named therein and additional borrowers party thereto, as borrowers, and Digital Realty Trust, Inc., as parent guarantor, the additional guarantors party thereto, as additional guarantors, the initial lenders named therein, as the initial lenders, Citibank, N.A., as administrative agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as syndication agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated , Citigroup Global Markets Inc., J.P. Morgan Securities LLC, the Bank of Nova Scotia and Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint bookrunners for the 5-year term loan, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, U.S. Bank National Association and TD Securities (USA) LLC, as joint lead arrangers and joint bookrunners for the 7-year term loan.
 
 
 
12.1**
  
Statement of Computation of Ratios.
 
 
 
21.1**
  
List of Subsidiaries of Digital Realty Trust, Inc.
 
 
 
21.2**
  
List of Subsidiaries of Digital Realty Trust, L.P.
 
 
 
23.1**
  
Consent of Independent Registered Public Accounting Firm.
 
 
31.1
  
Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer for Digital Realty Trust, Inc.
 
 
31.2
  
Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer for Digital Realty Trust, Inc.
 
 
31.3
  
Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer for Digital Realty Trust, L.P.
 
 
31.4
  
Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer for Digital Realty Trust, L.P.
 
 
 
32.1
  
18 U.S.C. § 1350 Certifications of Chief Executive Officer for Digital Realty Trust, Inc.
 
 

186

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Index to Financial Statements

32.2
  
18 U.S.C. § 1350 Certifications of Chief Financial Officer for Digital Realty Trust, Inc.
 
 
32.3
  
18 U.S.C. § 1350 Certifications of Chief Executive Officer for Digital Realty Trust, L.P.
 
 
 
32.4
  
18 U.S.C. § 1350 Certifications of Chief Financial Officer for Digital Realty Trust, L.P.
 
 
 
101
  
The following financial statements from Digital Realty Trust, Inc.’s and Digital Realty Trust, L.P.’s Form 10-K for the year ended December 31, 2015, formatted in XBRL interactive data files: (i) Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014; (ii) Consolidated Income Statements for each of the years in the three-year period ended December 31, 2015; (iii) Consolidated Statements of Equity and Comprehensive Income/Statements of Capital and Comprehensive Income for each of the years in the three-year period ended December 31, 2015; (iv) Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2015; and (v) Notes to Consolidated Financial Statements.




Management contract or compensatory plan or arrangement.
*
Portions of this exhibit have been omitted pursuant to a grant of confidential treatment and have been filed separately with the Securities and Exchange Commission.
#
Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the Securities and Exchange Commission.
**
Previously filed.


187

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Index to Financial Statements

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
                        
DIGITAL REALTY TRUST, INC.
 
 
By:
 
/s/    Joshua A. Mills  
 
 
Joshua A. Mills
Senior Vice President, General Counsel and Secretary

 
Date: September 28, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
Signature
  
Title
 
Date
 
 
 
*
  
Chairman of the Board
 
September 28, 2016
Dennis E. Singleton
 
 
 
 
 
 
 
 
 
*
  
Chief Executive Officer
(Principal Executive Officer)
 
September 28, 2016
A. William Stein
 
 
 
 
 
 
 
 
 
*
  
Chief Financial Officer
(Principal Financial Officer)
 
September 28, 2016
Andrew P. Power
 
 
 
 
 
 
 
*
  
Sr. Vice President and Controller (Principal Accounting Officer)
 
September 28, 2016
Edward F. Sham
 
 
 
 
 
 
 
*
  
Director
 
September 28, 2016
Laurence A. Chapman

 
 
 
 
 
 
 
 
 

188

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Index to Financial Statements

 
 
 
 
 
Signature
  
Title
 
Date
*
  
Director
 
September 28, 2016
Kathleen Earley

 
 
 
 
 
 
 
*
  
Director
 
September 28, 2016
Kevin J. Kennedy
 
 
 
 
 
 
 
*
  
Director
 
September 28, 2016
William G. LaPerch
 
 
 
 
 
 
 
*
  
Director
 
September 28, 2016
Robert H. Zerbst
 
 
 
 

*By: /S/    Joshua A. Mills
 
 
 
September 28, 2016
Attorney in Fact
 
 
 
 

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints A. William Stein, Andrew P. Power and Joshua A. Mills, and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Form 10-K/A and any and all amendments thereto, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/S/    Afshin Mohebbi
  
Director
 
September 28, 2016
Afshin Mohebbi
 
 
 
 
 
 
 
/S/    Mark R. Patterson
  
Director
 
September 28, 2016
Mark R. Patterson
 
 
 
 


189

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Index to Financial Statements

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this amended report to be signed on its behalf by the undersigned, thereunto duly authorized.

DIGITAL REALTY TRUST, L.P.
 
 
By:
 
Digital Realty Trust, Inc.,
Its General Partner
 
 
By:
 
/s/    Joshua A. Mills  
 
 
Joshua A. Mills
Senior Vice President, General Counsel and Secretary
 
Date: September 28, 2016

Pursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
 
 
 
 
 
 
Signature
  
Title
 
Date
 
 
 
*
  
Chairman of the Board
 
September 28, 2016
Dennis E. Singleton
 
 
 
 
 
 
 
 
 
*
  
Chief Executive Officer
(Principal Executive Officer)
 
September 28, 2016
A. William Stein
 
 
 
 
 
 
 
 
 
*
  
Chief Financial Officer
(Principal Financial Officer)
 
September 28, 2016
Andrew P. Power
 
 
 
 
 
 
 
*
  
Sr. Vice President and Controller (Principal Accounting Officer)
 
September 28, 2016
Edward F. Sham
 
 


190

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Index to Financial Statements

Signature
  
Title
 
Date
*
  
Director
 
September 28, 2016
Laurence A. Chapman
 
 
 
 
 
 
 
*
  
Director
 
September 28, 2016
Kathleen Earley
 
 
 
 
 
 
 
*
  
Director
 
September 28, 2016
Kevin J. Kennedy
 
 
 
 
 
 
 
*
  
Director
 
September 28, 2016
William G. LaPerch
 
 
 
 
 
 
 
*
  
Director
 
September 28, 2016
Robert H. Zerbst
 
 
 
 

*By: /S/    Joshua A. Mills
 
 
 
September 28, 2016
Attorney in Fact
 
 
 
 

POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints A. William Stein, Andrew P. Power and Joshua A. Mills, and each of them, with full power to act without the other, such person’s true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign this Form 10-K/A and any and all amendments thereto, and to file the same, with exhibits and schedules thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing necessary or desirable to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this amended report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

/S/    Afshin Mohebbi
  
Director
 
September 28, 2016
Afshin Mohebbi
 
 
 
 
 
 
 
/S/    Mark R. Patterson
  
Director
 
September 28, 2016
Mark R. Patterson
 
 
 
 


191

Table of Contents

Index to Financial Statements

Exhibit Index
 

Exhibit
Number
  
Description
 
 
2.2
 
Agreement and Plan of Merger by and among Telx Holdings, Inc., Digital Realty Trust, Inc., Digital Delta, Inc. and BSR LLC, dated as of July 13, 2015 (incorporated by reference to Exhibit 2.1 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on August 6, 2015).
 
 
 
3.1
  
Articles of Amendment and Restatement of Digital Realty Trust, Inc., as amended (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Registration Statement on Form S-8 filed on April 28, 2014).
 
 
3.2
  
Articles Supplementary designating Digital Realty Trust, Inc.’s 6.350% Series I Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 3.2 to Digital Realty Trust, Inc.’s Registration Statement on Form 8-A filed on August 21, 2015).
 
 
 
3.3
 
Fifth Amended and Restated Bylaws of Digital Realty Trust, Inc. (incorporated by reference to Exhibit 3.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on May 2, 2014).
 
 
3.4
  
Certificate of Limited Partnership of Digital Realty Trust, L.P. (incorporated by reference to Exhibit 3.1 to Digital Realty Trust, L.P.’s General Form for Registration of Securities on Form 10 filed on June 25, 2010 (File No. 000-54023)).
 
 
3.5
  
Fourteenth Amended and Restated Agreement of Limited Partnership of Digital Realty Trust, L.P., as amended (incorporated by reference to Exhibit 3.1 to the Combined Current Report on Form 8-K/A of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on October 19, 2015).
 
 
4.1
  
Specimen Certificate for Common Stock for Digital Realty Trust, Inc. (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Registration Statement on Form S-11 (Registration No. 333-117865) filed on October 26, 2004).
 
 
4.2
  
Specimen Certificate for Digital Realty Trust, Inc.’s 7.000% Series E Cumulative Redeemable Preferred Stock (incorporated by reference to Digital Realty Trust Inc.’s Registration Statement on Form 8-A filed on September 12, 2011).
 
 
4.3
  
Specimen Certificate for Digital Realty Trust, Inc.’s 6.625% Series F Cumulative Redeemable Preferred Stock (incorporated by reference to Digital Realty Trust Inc.’s Registration Statement on Form 8-A filed on March 30, 2012).
 
 
4.4
  
Registration Rights Agreement, dated as of October 27, 2004, by and among Digital Realty Trust, Inc., Digital Realty Trust, L.P. and the Unit Holders, as defined therein (incorporated by reference to Exhibit 10.2 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on December 13, 2004).
 
 
4.5
  
Indenture, dated as of January 28, 2010, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wilmington Trust FSB, as trustee, including the form of 5.875% Notes due 2020 (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Current Report on Form 8-K filed on January 29, 2010).
 
 
4.6
  
Indenture, dated as of March 8, 2011, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on March 8, 2011).
 
 
4.7
  
Supplemental Indenture No. 1, dated as of March 8, 2011, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Deutsche Bank Trust Company Americas, as trustee, including the form of 5.250% Notes due 2021 and the guarantee (incorporated by reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on March 8, 2011).
 
 

192

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Index to Financial Statements

Exhibit
Number
  
Description
4.8
  
Indenture, dated as of September 24, 2012, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on September 24, 2012).
 
 
4.9
  
Supplemental Indenture No. 1, dated as of September 24, 2012, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of 3.625% Notes due 2022 and the guarantee (incorporated by reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on September 24, 2012).
 
 
4.10
  
Indenture, dated as of January 18, 2013, among Digital Stout Holding, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the form of the 4.250% Guaranteed Notes due 2025 (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on January 1, 2013).
 
 
4.11
  
Specimen Certificate for Digital Realty Trust, Inc.’s 5.875% Series G Cumulative Redeemable Preferred Stock (incorporated by reference to Digital Realty Trust, Inc.’s Registration Statement on Form 8-A filed on April 4, 2013).
 
 
4.12
  
Specimen Certificate for Digital Realty Trust, Inc.’s 7.375% Series H Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Registration Statement on Form 8-A filed on March 21, 2014).
 
 
 
4.13
  
Indenture, dated as of April 1, 2014, among Digital Stout Holding, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P., Deutsche Trustee Company Limited, as trustee, Deutsche Bank AG, London Branch, as paying agent and a transfer agent, and Deutsche Bank Luxembourg S.A., as registrar and a transfer agent, including the form of the 4.750% Guaranteed Notes due 2023 (incorporated by reference to Exhibit 4.1 to the Combined Current Report of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. on Form 8-K filed on April 1, 2014).
 
 
 
4.14
 
Indenture, dated as of June 23, 2015, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on June 23, 2015).
 
 
 
4.15
 
Supplemental Indenture No. 1, dated as of June 23, 2015, among Digital Realty Trust, L.P., as issuer, Digital Realty Trust, Inc., as guarantor, and Wells Fargo Bank, National Association, as trustee, including the form of 3.950% Notes due 2022 and the guarantee (incorporated by reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on June 23, 2015).
 
 
 
4.16
 
Specimen Certificate for Digital Realty Trust, Inc.’s 6.350% Series I Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 to Digital Realty Trust, Inc.’s Registration Statement on Form 8-A filed on August 21, 2015).
 
 
 
4.17
 
Indenture, dated as of October 1, 2015, among Digital Delta Holdings, LLC as issuer, Digital Realty Trust, Inc. and Digital Realty Trust, L.P., as guarantors, and Wells Fargo Bank, National Association, as trustee, including the form of the Notes and the guarantees (incorporated by reference to Exhibit 4.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on October 2, 2015).

 
 
 
4.18
 
Registration Rights Agreement, dated October 1, 2015, among Digital Delta Holdings, LLC, Digital Realty Trust, Inc., Digital Realty Trust, L.P. and Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated and Morgan Stanley & Co. LLC, as representatives of the several initial purchasers named therein (incorporated by reference to Exhibit 4.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on October 2, 2015).
 
 
 
10.1†
  
Form of Indemnification Agreement by and between Digital Realty Trust, Inc. and its directors and officers (incorporated by reference to Exhibit 10.4 to Digital Realty Trust, Inc.’s Registration Statement on Form S-11 (Registration No. 333-117865) filed on October 13, 2004).
 
 

193

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Index to Financial Statements

Exhibit
Number
  
Description
10.2
  
Contribution Agreement, dated as of July 31, 2004, by and among Digital Realty Trust, L.P., San Francisco Wave eXchange, LLC, Santa Clara Wave eXchange, LLC and eXchange colocation, LLC (incorporated by reference to Exhibit 10.12 to Digital Realty Trust, Inc.’s Registration Statement on Form S-11 (Registration No. 333-117865) filed on September 17, 2004).
 
 
10.3†
  
Form of Profits Interest Units Agreement (incorporated by reference to Exhibit 10.44 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on December 13, 2004).
 
 
 
10.4†
  
Form of Digital Realty Trust, Inc. Incentive Stock Option Agreement (incorporated by reference to Exhibit 10.45 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on December 13, 2004).
 
 
10.5†
  
Form of Class C Profits Interest Units Agreement (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on August 9, 2007).
 
 
10.6†
  
First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Appendix A to Digital Realty Trust, Inc.’s definitive proxy statement on Schedule 14A filed on March 30, 2007).
 
 
10.7†
  
Form of 2008 Performance-Based Profits Interest Units Agreement (incorporated by reference to Exhibit 10.3 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on May 9, 2008).
 
 
10.8†
  
First Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.4 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on May 9, 2008).
 
 
10.9
  
Amended and Restated Note Purchase and Private Shelf Agreement, dated as of November 3, 2011, among Digital Realty Trust, L.P., Digital Realty Trust, Inc., the subsidiary guarantors named therein, Prudential Investment Management, Inc. and the Prudential Affiliates named therein (incorporated by reference to Exhibit 10.12 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on February 27, 2012).
 
 
10.10†
  
Form of Amendment to Employment Agreement (incorporated by reference to Exhibit 10.44 to Digital Realty Trust, Inc.’s Annual Report on Form 10-K filed on March 2, 2009).
 
 
10.11†
  
Second Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.4 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on August 6, 2009).
 
 
10.12†
  
Third Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on November 9, 2009).
 
 
 
10.13†

 
Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and Michael F. Foust (incorporated by reference to Exhibit 10.1 to Digital Realty Trust, Inc.’s Quarterly Report on Form 10-Q filed on November 10, 2008).
 
 
 
10.14†

 
First Amendment to Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and Michael F. Foust (incorporated by reference to Exhibit 10.46 to Digital Realty Trust, Inc.’s Annual Report on Form 10-K filed on March 2, 2009).
 
 
 
10.15†
  
Employment Agreement, dated July 30, 2004, among Digital Realty Trust, Inc., Digital Realty Trust, L.P. and David J. Caron (incorporated by reference to Exhibit 10.1 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on May 9, 2011).
 
 
10.16†
  
First Amendment to Employment Agreement, dated December 4, 2008, among Digital Realty Trust, Inc., Digital Realty Trust, L.P. and David J. Caron (incorporated by reference to Exhibit 10.2 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on May 9, 2011).
 
 
10.17†
 
Director Compensation Program (incorporated by reference to Exhibit 10.2 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 7, 2014).
 
 
 

194

Table of Contents

Index to Financial Statements

Exhibit
Number
  
Description
10.18†
  
Fourth Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on August 7, 2012).
 
 
10.19*
  
Term Loan Agreement, dated as of April 16, 2012, among Digital Realty Trust, L.P., Digital Realty Datafirm, LLC, Digital Luxembourg III S.à r.l., Digital Realty (Redhill) S.à r.l., Digital Realty (Blanchardstown) Limited, Digital Realty (Paris 2) SCI, and Digital Singapore Jurong East Pte. Ltd, as borrowers, and Digital Realty Trust, Inc., as guarantor, the banks, financial institutions and other institutional lenders listed therein, as the initial lenders, Citibank, N.A., as administrative agent, JPMorgan Chase Bank, N.A. and Bank of America, N.A., as syndication agents, J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers and joint book running managers, and Lloyds TSB Bank PLC, Royal Bank of Canada, Sumitomo Mitsui Banking Corporation, Suntrust Bank, U.S. Bank National Association, a national banking association, and Wells Fargo Bank, National Association, as co-documentation agents (incorporated by reference to Exhibit 10.1 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on May 7, 2012).
 
 
 
10.20*
  
Amendment No. 1 to the Term Loan Agreement, dated as of August 15, 2013, among Digital Realty Trust, L.P., Digital Realty Datafirm, LLC, Digital Luxembourg II S.à r.l, Digital Luxembourg III S.à r.l., Digital Realty (Redhill) S.à r.l., Digital Realty (Blanchardstown) Limited, Digital Realty (Paris2) SCI, and Digital Singapore Jurong East Pte. Ltd, as borrowers, and Digital Realty Trust, Inc., as guarantor, the banks, financial institutions and other institutional lenders listed therein, as the lenders, and Citibank, N.A., as administrative agent (incorporated by reference to the Exhibit 10.2 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 12, 2013).
 
 
10.21
  
Amendment No. 2 to the Term Loan Agreement, dated as of December 11, 2013, among Digital Realty Trust, L.P., Digital Realty Datafirm, LLC, Digital Luxembourg II S.à r.l, Digital Luxembourg III S.à r.l., Digital Realty (Redhill) S.à r.l., Digital Realty (Blanchardstown) Limited, Digital Realty (Paris2) SCI, and Digital Singapore Jurong East Pte. Ltd, as borrowers, and Digital Realty Trust, Inc., as guarantor, the banks, financial institutions and other institutional lenders listed therein, as the lenders, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.28 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on February 28, 2014).
 
 
10.22*
  
Global Senior Credit Agreement, dated as of August 15, 2013, among Digital Realty Trust, L.P. and the other initial borrowers named therein and additional borrowers party thereto, as borrowers, Digital Realty Trust, Inc., as parent guarantor, the subsidiary borrowers and guarantors named therein, Citibank, N.A., as administrative agent, Bank of America, N.A., and JPMorgan Chase Bank, N.A., as syndication agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as joint lead arrangers and joint book running managers, and the other agents and lenders named therein (incorporated by reference to the Exhibit 10.1 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 12, 2013).
 
 
10.23
  
Amendment No. 1 to the Global Senior Credit Agreement, dated as of December 11, 2013, among Digital Realty Trust, L.P. and the other initial borrowers named therein and additional borrowers party thereto, as borrowers, Digital Realty Trust, Inc., as parent guarantor, the subsidiary borrowers and guarantors named therein, Citibank, N.A., as administrative agent, Bank of America, N.A., and JPMorgan Chase Bank, N.A., as syndication agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as joint lead arrangers and joint book running managers, and the other agents and lenders named therein. (incorporated by reference to Exhibit 10.30 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on February 28, 2014).
 
 
10.24
  
Amendment No. 1 to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of August 15, 2013, between Digital Realty Trust, L.P. and Prudential Investment Management, Inc. (incorporated by reference to the Exhibit 10.3 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 12, 2013).
 
 
10.25
  
Release of Guarantors, dated as of January 27, 2014 executed by Digital Realty Trust, L.P., Prudential Investment Management, Inc., and the other Purchasers party to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of November 3, 2011 (incorporated by reference to Exhibit 10.32 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on February 28, 2014).
 
 

195

Table of Contents

Index to Financial Statements

Exhibit
Number
  
Description
10.26†
  
Digital Realty Deferred Compensation Plan (incorporated by reference to Exhibit 10.33 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on February 28, 2014).
 
 
10.27†
  
Form of Class D Profits Interest Unit Agreement (incorporated by reference to Exhibit 10.34 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on February 28, 2014).
 
 
10.28†
  
Form of Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.35 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on February 28, 2014).
 
 
10.29†
  
Form of Time-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.36 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on February 28, 2014).
 
 
10.30†
  
Employment Agreement among Digital Realty Trust, Inc., DLR, LLC and A. William Stein (incorporated by reference to Exhibit 10.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 24, 2014).
 
 
 
10.31†
  
Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.1 to the Combined Current Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on August 7, 2014).
 
 
 
10.32†
 
First Amendment to Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan. (incorporated by reference to Exhibit 10.1 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 7, 2014).
 
 
 
10.33†
 
Second Amendment to Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2014 Incentive Award Plan (incorporated by reference to Exhibit 10.44 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on March 2, 2015).
 
 
 
10.34†
 
First Amendment to Digital Realty Deferred Compensation Plan (incorporated by reference to Exhibit 10.45 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on March 2, 2015).
 
 
 
10.35†

 
Second Amendment to Digital Realty Deferred Compensation Plan (incorporated by reference to Exhibit 10.3 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 6, 2015).
 
 
 
10.36†
 
Fifth Amendment to First Amended and Restated Digital Realty Trust, Inc., Digital Services, Inc. and Digital Realty Trust, L.P. 2004 Incentive Award Plan. (incorporated by reference to exhibit 10.46 to the Combined Annual Report on Form 10-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on March 2, 2015).
 
 
 
10.37
  
Amendment No. 2 to the Global Senior Credit Agreement, dated as of September 16, 2014, among Digital Realty Trust, L.P. and the other initial borrowers named therein and additional borrowers party thereto, as borrowers, Digital Realty Trust, Inc., as parent guarantor, and Citibank, N.A., as administrative agent for the lenders (incorporated by reference to Exhibit 10.3 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 7, 2014).
 
 
 
10.38†
 
Employment Agreement, dated as of April 16, 2015, by and among Digital Realty Trust, Inc., DLR LLC and Andrew P. Power (incorporated by reference to Exhibit 10.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on April 16, 2015).
 
 
 
10.39†

 
Employment Agreement, dated as of April 16, 2015, by and among Digital Realty Trust, Inc., DLR LLC and Jarrett B. Appleby (incorporated by reference to Exhibit 10.2 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on April 16, 2015).
 
 
 

196

Table of Contents

Index to Financial Statements

Exhibit
Number
  
Description
10.40
 
Release of Guarantors, dated as of April 27, 2015, executed by Digital Realty Trust, L.P., Prudential Investment Management, Inc., and the other Purchasers party to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of November 3, 2011 (incorporated by reference to Exhibit 10.3 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on August 6, 2015).
 
 
 
10.41
 
Release of Guarantors, dated as of June 30, 2015, executed by Digital Realty Trust, L.P., Prudential Investment Management, Inc., and the other Purchasers party to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of November 3, 2011 (incorporated by reference to Exhibit 10.4 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on August 6, 2015).
 
 
 
10.42
 
Joinder to Multiparty Guaranty, dated as of June 30, 2015, executed by the Additional Guarantor listed thereto pursuant to the Amended and Restated Note Purchase and Private Shelf Agreement, dated as of November 3, 2011 (incorporated by reference to Exhibit 10.5 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on August 6, 2015).
 
 
 
10.43†
 
Digital Realty Trust, Inc. 2015 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.6 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on August 6, 2015).
 
 
 
10.44†
 
First Amendment to Digital Realty Trust, Inc. 2015 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.7 to the Registration Statement on Form S-8 of Digital Realty Trust, Inc. filed on October 7, 2015).
 
 
 
10.45†
 
Settlement Agreement and General Release, dated as of July 22, 2015, by and among Digital Realty Trust, Inc., Digital Realty Trust, L.P., DLR LLC and Michael F. Foust (incorporated by reference to Exhibit 10.7 to the Combined Quarterly Report on Form 10-Q of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on August 6, 2015).
 
 
 
10.46†
 
Separation and Consulting Agreement, dated March 13, 2015, by and among David Caron, the Company and the Operating Partnership (incorporated by reference to Exhibit 10.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on March 19, 2015).
 
 
 
10.47†
 
Employment Agreement, dated as of November 10, 2015, by and among Digital Realty Trust, Inc., DLR, LLC and Scott E. Peterson (incorporated by reference to Exhibit 10.1 to the Combined Current Report on Form 8-K of Digital Realty Trust, Inc. and Digital Realty Trust, L.P. filed on November 16, 2015).
 
 
 
10.48#**
 
Global Senior Credit Agreement, dated as of January 15, 2016, among Digital Realty Trust, L.P. and the other initial borrowers named therein and additional borrowers party thereto, as borrowers, Digital Realty Trust, Inc., as parent guarantor, the subsidiary borrowers and guarantors named therein, Citibank, N.A., as administrative agent, Bank of America, N.A., and JPMorgan Chase Bank, N.A., as syndication agents, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc. and J.P. Morgan Securities LLC, as joint lead arrangers and joint book running managers, and the other agents and lenders named therein.
 
 
 
10.49#**
 
Term Loan Agreement, dated as of January 15, 2016, among Digital Realty Trust, L.P., and the other initial borrowers named therein and additional borrowers party thereto, as borrowers, and Digital Realty Trust, Inc., as parent guarantor, the additional guarantors party thereto, as additional guarantors, the initial lenders named therein, as the initial lenders, Citibank, N.A., as administrative agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as syndication agents, and Merrill Lynch, Pierce, Fenner & Smith Incorporated , Citigroup Global Markets Inc., J.P. Morgan Securities LLC, the Bank of Nova Scotia and Sumitomo Mitsui Banking Corporation, as joint lead arrangers and joint bookrunners for the 5-year term loan, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, U.S. Bank National Association and TD Securities (USA) LLC, as joint lead arrangers and joint bookrunners for the 7-year term loan.
 
 
 
12.1**
  
Statement of Computation of Ratios.
 
 
 
21.1**
  
List of Subsidiaries of Digital Realty Trust, Inc.
 
 
 
21.2**
  
List of Subsidiaries of Digital Realty Trust, L.P.
 
 
 

197

Table of Contents

Index to Financial Statements

Exhibit
Number
  
Description
23.1**
  
Consent of Independent Registered Public Accounting Firm.
 
 
31.1
  
Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer for Digital Realty Trust, Inc.
 
 
31.2
  
Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer for Digital Realty Trust, Inc.
 
 
31.3
  
Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer for Digital Realty Trust, L.P.
 
 
31.4
  
Rule 13a-14(a)/15d-14(a) Certifications of Chief Financial Officer for Digital Realty Trust, L.P.
 
 
 
32.1
  
18 U.S.C. § 1350 Certifications of Chief Executive Officer for Digital Realty Trust, Inc.
 
 
32.2
  
18 U.S.C. § 1350 Certifications of Chief Financial Officer for Digital Realty Trust, Inc.
 
 
32.3
  
18 U.S.C. § 1350 Certifications of Chief Executive Officer for Digital Realty Trust, L.P.
 
 
 
32.4
  
18 U.S.C. § 1350 Certifications of Chief Financial Officer for Digital Realty Trust, L.P.
 
 
 
101
  
The following financial statements from Digital Realty Trust, Inc.’s and Digital Realty Trust, L.P.’s Form 10-K for the year ended December 31, 2015, formatted in XBRL interactive data files: (i) Consolidated Balance Sheets as of December 31, 2015 and December 31, 2014; (ii) Consolidated Income Statements for each of the years in the three-year period ended December 31, 2015; (iii) Consolidated Statements of Equity and Comprehensive Income/Statements of Capital and Comprehensive Income for each of the years in the three-year period ended December 31, 2015; (iv) Consolidated Statements of Cash Flows for each of the years in the three-year period ended December 31, 2015; and (v) Notes to Consolidated Financial Statements.

Management contract or compensatory plan or arrangement.
*
Portions of this exhibit have been omitted pursuant to a grant of confidential treatment and have been filed separately with the Securities and Exchange Commission.
#
Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the Securities and Exchange Commission.
**
Previously filed.



198